The Facility includes the following features: $400 million five year revolving credit facility; $50 million sublimit for the issuance of standby letters of credit; $20 million sublimit for swing line loans.

Fairchild may from time to time increase the Facility by the addition of one or more tranches of incremental loans in the form of either (i) incremental term loan facilities or, (ii) incremental increases in the revolving credit facility (an "Incremental Facility"). An Incremental Facility only requires the consent of those lenders that agree to participate in the Incremental Facility and is subject to the following conditions: (a) the aggregate principal amount of all Incremental Facilities shall not exceed $300 million; (b) no default or event of default under the loan documentation shall exist; (c) Fairchild shall be in pro forma compliance with the financial covenants set forth in the Credit Agreement after giving effect to such Incremental Facility.

Fairchild's obligations under the Facility are guaranteed by certain of its domestic subsidiaries and are secured by a pledge of 100% of the equity interests in the company's material domestic subsidiaries and 65% of the equity interests of certain of the company's first-tier non-U.S. subsidiaries. Additionally, the Credit Agreement contains affirmative and negative covenants that are customary for a senior secured credit agreement of this nature. The negative covenants include, among other things, limitations on asset sales, mergers and acquisitions, indebtedness, liens, dividends, investments, loans, guarantees and transactions with the company's affiliates. The Credit Agreement contains only two financial covenants: (i) a maximum leverage ratio of total consolidated indebtedness to adjusted earnings before interest, taxes, depreciation and amortization ("adjusted EBITDA") for the trailing four consecutive quarters of 3.25 to 1.00 and (ii) a minimum interest coverage ratio of adjusted EBITDA to consolidated interest expense for the trailing four consecutive quarters of at least 3.0 to 1.0. Interest expenses and commitment fees for the Facility are determined on a sliding scale and are based upon the Fairchild's then current leverage ratio. For Eurodollar rate loans, interest expenses range from LIBOR plus 1.25% to a maximum rate of LIBOR plus 2.00%. Unused commitment fees are calculated as a percentage of the entire Facility and range between .20% at the low end of the range to a maximum rate of 0.35%.