Unsecured Subordinated Promissory Note

EXHIBIT 10.57


UNSECURED SUBORDINATED PROMISSORY NOTE
--------------------------------------


_____________, 1999


FOR VALUE RECEIVED, the undersigned, The Fairchild Corporation, a Delaware corporation with its chief executive office located at 45025 Aviation Drive, Suite 400, Dulles, Virginia 20166-7516 (the "Maker"), promises to pay to the order of Banner Aerospace, Inc., a Delaware corporation ( the "Holder"), on July 1, 2004 (the "Maturity Date"), the unpaid principal amount of all advances and other loans ("Advances") made on the date hereof or hereafter by the Holder to the Maker.


The Maker also promises to pay interest on the unpaid principal amount evidenced hereby (including amounts of deferred interest added to principal in accordance with the provisions hereof from time to time) from the date such Advance is made (and such deferred interest is added to principal hereof) until the same shall have been paid in full at an interest rate equal to ten percent (10%) per annum, which interest shall be calculated in arrears, monthly, on the basis of a 365 day year and actual days elapsed, and the amount thereof added to the principal amount of indebtedness evidenced hereby. Accrued interest shall be calculated and shall be payable on the earlier of the Maturity Date or the date the principal amount evidenced hereby is paid in full and this Unsecured Subordinated Promissory Note is cancelled.


The Holder is authorized to endorse the date and amount of each Advance made by the Holder to the Maker hereunder, each interest payment made in kind as aforesaid, and each repayment or prepayment of principal with respect thereto on the schedule annexed hereto and made a part hereof, or a continuation thereof which shall be attached hereto and made a part hereof, which endorsement shall constitute prima facie evidence, absent demonstrated error, of the
----- ----- accuracy of the information so endorsed; provided that the failure by the Holder
-------- ---- to make such endorsement, or any error with respect thereto, shall not affect the obligations of the Maker under this Unsecured Subordinated Promissory Note. In lieu of endorsing such schedule as hereinabove provided, the Holder is authorized to record such Advances, interest payments made in kind, and repayments or prepayments in its books and records, such books and records constituting prima facie evidence, absent demonstrated error, of the accuracy of
----- ----- the information contained therein.


All payments of principal and interest in respect of this Unsecured Subordinated Promissory Note shall be made to the Holder in lawful money of the United States of America at the Holder's address at 45025 Aviation Drive, Suite 300, Dulles,


Virginia 20166 or at such other place as may, from time to time, be designated by the Holder.


Upon the occurrence of a Note Event of Default, the Holder may accelerate the maturity hereof by written notice to the Maker, with a copy to Citicorp USA, Inc., as Collateral Agent, at 399 Park Avenue, 6th Floor, Zone 4, New York, New York 10043, Attn: Suzanne Crymes, Telecopy No. 212-793-1290.


By accepting this Unsecured Subordinated Promissory Note, the Holder for itself and its successors and assigns agrees that it will not, so long as any Senior Indebtedness is outstanding: (i) without the prior consent of the holders of the Senior Indebtedness, transfer or assign this Unsecured Subordinated Promissory Note or any of the Subordinatd Indebtedness or subordinate this Unsecured Subordinated Promissory Note or any of the Subordinated Indebtedness to any other Indebtedness of the Maker; (ii) take any collateral from the Maker or any Affiliate of the Maker as security for the Subordinated Indebtedness; or (iii) initiate or be a party to any proceeding or action (other than a proceeding or action initiated by the holders of the Senior Indebtedness) under any bankruptcy, reorganization, compromise, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction pursuant to which it is sought to adjudicate the Maker bankrupt or insolvent.


The Holder, by its acceptance of this Unsecured Subordinated Promissory Note, covenants and agrees that the Subordinated Indebtedness is and shall be subordinated and subject and junior in right of payment, to the extent and in the manner set forth hereinbelow, to the prior payment in full, in cash, of all of the Senior Indebtedness:


Insolvency, Liquidation, etc. In the event of any insolvency,
----------------------------- bankruptcy, receivership, liquidation, reorganization, reformation, readjustment, composition or other similar proceeding for the liquidation, dissolution or other winding up of the Maker, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, or any assignment by the Maker for the benefit of creditors, or any other marshalling of the assets of the Maker, then and in any such event:


(i) all Senior Indebtedness (including, without limitation, interest
accrued thereon after the commencement of any such proceedings,
whether or not allowed in such proceedings) shall first be paid
in full, in cash, before any payment or distribution of any
character, whether in cash, securities or other property, shall
be made on


2


account of or applied on the Subordinated Indebtedness;


(ii) any payment or distribution of any character, whether in cash,
securities or other property, which would otherwise (but for this
clause) be payable or deliverable in respect of the Subordinated
Indebtedness shall be paid or delivered directly to the
Administrative Agent on behalf of the holders of Senior
Indebtedness, until all Senior Indebtedness shall have been paid
in full, after giving effect to any concurrent payment or
distribution, or provision thereof, to the holders of the Senior
Indebtedness; and


(iii) the Holder irrevocably authorizes and empowers the Collateral
Agent, on behalf of each holder of Senior Indebtedness (and its
successors and assigns), to demand, sue for, collect and receive
all such payments and distributions and to receipt therefor, and
to file and prove all such claims and take all such other action
in the name of all holders of the Subordinated Indebtedness or
otherwise, as the Collateral Agent, on behalf of the holders of ...