Fairchild intends to use the net proceeds of the issuance for general corporate purposes, including acquisitions and, depending on market conditions and other factors, purchasing its debt from time to time. If any such purchases of debt are effected at a premium to principal amount, Fairchild would be required to record a charge against earnings in the reporting period in which such purchase occurs.

The notes will be offered to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933. The notes will not be registered under the Securities Act. Unless so registered, the notes may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the notes in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.