FAIRCHILD CORP
CONFIRMATION LETTER ISDA MASTER (SWAP)
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>confirmationletter.txt
<DESCRIPTION>CONFIRMATION LETTER ISDA MASTER (SWAP)
<TEXT>
                              AMENDED CONFIRMATION
                              --------------------

Date:             January 16, 1998

To:               Fairchild Holding Corporation ("Fairchild")

Attention:        Colin Cohen

From:             Citibank, N.A. New York ("Citibank")
                  399 Park Avenue
                  New York, NY  10043

Fax Number:       (416) 941-7432

Deal No: 98L006

The purpose of this letter agreement is to set forth the terms and conditions of
the Transaction entered into on the Trade Date specified below between you and
us and amended (the "Amendment") as of the Amendment Date specified below. This
letter constitutes a "Confirmation" as refereed to in the Master Agreement
specified below. This Confirmation amends, restates and supersedes any prior
Confirmation for Transaction Reference Number 50970148.

This Confirmation evidences a complete binding agreement between you and us as
to the terms of the Transaction to which this Confirmation relates. In addition,
you and we agree to use our best efforts promptly to negotiate, execute and
deliver a Master Agreement (Multicurrency-Cross Border) in the form published by
the International Swaps and Derivatives Association, Inc. ("ISDA"), with such
modifications as you and we shall in good faith agree. Upon the execution by you
and us of such Master Agreement (the "Agreement"), this Confirmation will
supplement, form a part of, and be subject to the Agreement. A copy of the
Agreement has been, or promptly after the date hereof will be, delivered to you.

If Fairchild Holding Corporation fails to execute and deliver or to negotiate in
good faith the Agreement within 180 days of the Trade Date, Citibank may give
Fairchild Holding Corporation notice that an Additional Termination Event has
occurred and is continuing with respect to Fairchild Holding Corporation, in
which event Fairchild Holding Corporation will be the only Affected Party.

Prior to execution of the Agreement the provisions of the Master Agreement
(Multicurrency-Cross Border), in the form published by ISDA, are incorporated by
reference herein and form a part of this Confirmation and, further, this
Confirmation (together with all other Confirmations of Transactions previously
entered into between us, notwithstanding anything to the contrary therein) shall
be deemed to be subject to the terms of the Agreement, as if, on the Trade Date
of the first such Transaction between us, you and we had executed the Agreement
(without any Schedule thereto).

The definitions and provisions contained in the 1991 ISDA Definitions (as
published by ISDA) are incorporated by reference into this Confirmation.

This Confirmation and ISDA Agreement will be governed by the laws of the State
of New York.

1.       In the event of any inconsistency between this Confirmation and the
         1991 ISDA Definitions or the ISDA Agreement, this Confirmation will
         control for the purpose of the Transaction to which this Confirmation
         relates.

2.       Each party will make each payment specified in this Confirmation as
         being payable by it, not later than the due date for value on that date
         in the place of the account specified below or otherwise specified in
         writing, in freely transferable funds and in a manner customary for
         payments in the required currency.

3.       The terms of the particular Transaction to which this Confirmation
         relates are as follows:

Notional Amount:
---------------
USD 100,000,000.00

Trade Date:
----------
August 6, 1997

Amendment Date:
--------------
January 16, 1998

Effective Date:
--------------
February 17, 1998

Termination Date:
----------------
February 19, 2008; provided, however, Citibank may designate February 17, 2003
as the Termination Date of this Transaction by notice to Fairchild on the day
that is two Business Days prior to such date.

Fixed Amounts:
-------------

Fixed Rate Payer:
----------------
Fairchild

Fixed Rate Payer Payment Dates:
------------------------------
The 17th of February, May, August and November, in each year, commencing May 18,
1998, and to and including the Termination Date, subject to adjustment in
accordance with the Modified Following Business Day Convention.

Fixed Rate for all Calculation Periods from and including February 17, 1998 to
------------------------------------------------------------------------------
but excluding February 17, 2003:
-------------------------------
6.2400 % per annum

Fixed Rate for all Calculation Periods from and including February 17, 2003 to
------------------------------------------------------------------------------
and including February 17, 2008:
-------------------------------
6.715000 % per annum

Fixed Rate Day Count Fraction:
-----------------------------
Actual/360

Floating Amounts:
----------------

Floating Rate Payer:       Citibank

Floating Rate Payer Payment Dates:
---------------------------------
The 17th day of February, May, August and November, in each year commencing on
May 18, 1998 and to and including the Termination Date, subject to adjustment in
accordance with the Modified Following Business Day Convention.

Floating Rate Option for all Calculation Periods from and including February 17,
1998 to but excluding February 17, 2003: The lower of either (1) the rate
determined pursuant to the USD-LIBOR-BBA with the Reset Date corresponding to
the first day of the subject Calculation Period or (2) the rate determined
pursuant to the USD-LIBOR-BBA with the reset Date corresponding to the last day
of the subject Calculation Period.

Floating Rate Option for all Calculation Periods from and including February 17,
2003 to and including February 19, 2008:
USD-LIBOR-BBA

Designated Maturity:
-------------------
3 months

Floating Rate Day Count Fraction:
--------------------------------
Actual/360

Compounding:
-----------
Inapplicable

Business Days:
-------------
New York and London

Calculation Agent:
-----------------
Citibank, N.A. New York

5.       Account Details:

Payments to Fixed Rate Payer Fairchild Holding Corporation:
----------------------------------------------------------
As directed in writing by Fixed Rate Payer

Payments to Floating Rate Payer Citibank, N.A. New York:
-------------------------------------------------------
Citibank, N.A. New York


Fairchild Holding Corporation hereby agrees (a) to check this Confirmation
(Reference No: 98L006) carefully and immediately upon receipt so that errors or
discrepancies can be promptly identified and rectified and (b) to confirm that
the foregoing correctly sets forth the terms of the agreement between Citibank,
N.A. New York and Fairchild Holding Corporation with respect to the particular
Transaction to which this Confirmation relates, by manually signing this
Confirmation and providing the other information requested herein and
immediately returning an executed copy to facsimile No (416) 941-7432. Please
contact us immediately should the particulars of this Confirmation not be in
accordance with your understanding (416) 947-4105/5665.



                                             Citibank, N.A. New York

                                             By:      Susan Kellner

                                             Name:    Susan Kellner

                                             Title:   Manager, Global Markets


Accepted and confirmed as of the date first written:

Fairchild Holding Corporation

By:      Karen A. Schneckenburger

Name:    Karen A. Schneckenburger

Title:   Vice President and Treasurer


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