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EXECUTION COPY

SUPPLEMENTAL INDENTURE

Supplemental Indenture (this "Supplemental Indenture"), dated as of February
9, 2005 among Aircraft Engine Services (AES) Inc., 4279174 Canada Inc. and BRP
Holdings (Hungary) Asset Management Limited Liability Company, (each a
"Guaranteeing Subsidiary, and together as the "Guaranteeing Subsidiaries"), each
a subsidiary of Bombardier Recreational Products Inc. (or its permitted
successor), a Canadian corporation (the "Company"), the Company, the other
Guarantors (as defined in the Indenture referred to herein) and U.S. Bank
National Association, as trustee under the Indenture referred to below (the
"Trustee").

W I T N E S S E T H

WHEREAS, the Company has heretofore executed and delivered to the Trustee an
indenture (as amended or supplemented from time to time, the "Indenture"), dated
as of December 18, 2003, providing for the issuance of an unlimited aggregate
principal amount of 8-3/8% Senior Subordinated Notes due 2013 (the "Notes");

WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiaries shall execute and deliver to the Trustee a
supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall
unconditionally guarantee all of the Company's Obligations under the Notes and
the Indenture on the terms and conditions set forth herein (the "Subsidiary
Guarantee"); and

WHEREAS, pursuant to Section 9.06 of the Indenture, the Trustee is authorized
to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Subsidiaries and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

1. Capitalized Terms. Capitalized terms used herein without definition
  shall have the meanings assigned to them in the Indenture.
2. Agreement to Guarantee. The Guaranteeing Subsidiaries hereby agrees
  as follows:

> (a) Along with all Guarantors named in the
>     Indenture, to jointly and severally Guarantee to each Holder of a Note
>     authenticated and delivered by the Trustee and to the Trustee and its
>     successors and assigns, irrespective of the validity and enforceability of
>     the Indenture, the Notes or the obligations of the Company hereunder or
>     thereunder, that:
>     (i) the principal of and interest on the Notes
>       will be promptly paid in full when due, whether at maturity, by
>       acceleration, redemption or otherwise, and interest on the overdue
>       principal of and interest on the Notes, if any, if lawful, and all other
>       obligations of the Company to the Holders or the Trustee hereunder or
>       thereunder will be promptly paid in full or performed, all in accordance
>       with the terms hereof and thereof; and
>       (ii) in case of any extension of time of
>       payment or renewal of any Notes or any of such other obligations, that
>       same will be promptly paid in full when due or performed in accordance
>       with the terms of the extension or renewal, whether at stated maturity, by
>       acceleration or otherwise. Failing payment when due of any amount so
>       guaranteed or any performance so guaranteed for whatever reason, the
>       Guarantors shall be jointly and severally obligated to pay the same
>       immediately.

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(b) The obligations hereunder shall be
    unconditional, irrespective of the validity, regularity or enforceability of
    the Notes or the Indenture, the absence of any action to enforce the same,
    any waiver or consent by any Holder of the Notes with respect to any
    provisions hereof or thereof, the recovery of any judgment against the
    Company, any action to enforce the same or any other circumstance which
    might otherwise constitute a legal or equitable discharge or defense of a
    guarantor.
    (c) The following is hereby waived: diligence,
    presentment, demand of payment, filing of claims with a court in the event
    of insolvency or bankruptcy of the Company, any right to require a
    proceeding first against the Company, protest, notice and all demands
    whatsoever.
    (d) This Subsidiary Guarantee shall not be
    discharged except by complete performance of the obligations contained in
    the Notes and the Indenture.
    (e) If any Holder or the Trustee is required by
    any court or otherwise to return to the Company, the Guarantors, or any
    Custodian, trustee, liquidator or other similar official acting in relation
    to either the Company or the Guarantors, any amount paid by either to the
    Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore
    discharged, shall be reinstated in full force and effect.
    (f) The Guaranteeing Subsidiaries shall not be
    entitled to any right of subrogation in relation to the Holders in respect
    of any obligations guaranteed hereby until payment in full of all
    obligations guaranteed hereby.
    (g) As between the Guarantors, on the one hand,
    and the Holders and the Trustee, on the other hand, (x) the maturity of the
    obligations guaranteed hereby may be accelerated as provided in Article 6 of
    the Indenture for the purposes of this Subsidiary Guarantee, notwithstanding
    any stay, injunction or other prohibition preventing such acceleration in
    respect of the obligations guaranteed hereby, and (y) in the event of any
    declaration of acceleration of such obligations as provided in Article 6 of
    the Indenture, such obligations (whether or not due and payable) shall
    forthwith become due and payable by the Guarantors for the purpose of this
    Subsidiary Guarantee.
    (h) The Guarantors shall have the right to seek
    contribution from any non-paying Guarantor so long as the exercise of such
    right does not impair the rights of the Holders under the Guarantee.
    (i) Pursuant to Section 11.03 of the
      Indenture, after giving effect to any maximum amount and any other
      contingent and fixed liabilities that are relevant under any applicable
      Bankruptcy or fraudulent conveyance laws, and after giving effect to any
      collections from, rights to receive contribution from or payments made by
      or on behalf of any other Guarantor in respect of the obligations of such
      other Guarantor under Article 11 of the Indenture shall result in the
      obligations of such Guarantor under its Subsidiary Guarantee not
      constituting a fraudulent transfer or conveyance.
Execution And Delivery. Each of the Guaranteeing
  Subsidiaries agrees that the Subsidiary Guarantees shall remain in full force
  and effect notwithstanding any failure to endorse on each Note a notation of
  such Subsidiary Guarantee.3
Guaranteeing Subsidiaries May Consolidate, Etc. on Certain
  Terms.(a) Each Guaranteeing Subsidiary may not sell or
    otherwise dispose of all or substantially all of its assets, or consolidate
    with or merge with or into (whether or not such Guaranteeing Subsidiary is
    the surviving Person) another Person unless:
    (i) immediately after giving effect to such
      transaction, no Default or Event of Default exists; and
      (ii) either:
      (A) the Person acquiring the property in any
        such sale or disposition or the Person formed by or surviving any such
        consolidation or merger assumes all the obligations of such Guaranteeing
        Subsidiary, pursuant to a supplemental indenture satisfactory to the
        Trustee; or
        (B) the Net Proceeds of such sale or other
        disposition are applied in accordance with the applicable provisions of
        the Indenture.
    (b) In case of any such consolidation, merger,
    sale or conveyance and upon the assumption by the successor Person, by
    supplemental indenture, executed and delivered to the Trustee and
    satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed
    upon the Notes and the due and punctual performance of all of the covenants
    and conditions of the Indenture to be performed by the Guarantor, such
    successor corporation shall succeed to and be substituted for the Guarantor
    with the same effect as if it had been named herein as a Guarantor. Such
    successor corporation thereupon may cause to be signed any or all of the
    Subsidiary Guarantees to be endorsed upon all of the Notes issuable
    hereunder which theretofore shall not have been signed by the Company and
    delivered to the Trustee. All the Subsidiary Guarantees so issued shall in
    all respects have the same legal rank and benefit under the Indenture as the
    Subsidiary Guarantees theretofore and thereafter issued in accordance with
    the terms of the Indenture as though all of such Subsidiary Guarantees had
    been issued at the date of the execution hereof.
    (c) Except as set forth in Articles 4 and 5 of
    the Indenture, and notwithstanding clauses (a) and (b) above, nothing
    contained in the Indenture or in any of the Notes shall prevent any
    consolidation or merger of a Guarantor with or into the Company or another
    Guarantor, or shall prevent any sale or conveyance of the property of a
    Guarantor as an entirety or substantially as an entirety to the Company or
    another Guarantor.
Releases.(a) The Subsidiary Guarantee of a Guarantor will
    be released:
    (i) in connection with any sale or other
      disposition of all or substantially all of the assets of that Guarantor
      (including by way of merger or consolidation), if the disposition is to
      the Company or another Guarantor or if the Company applies the Net
      Proceeds of that sale or other disposition in accordance with the
      applicable provisions of the Indenture, including without limitation
      Section 4.10 thereof;
4
(ii) in connection with any sale of all of the
      capital stock of a Guarantor, if the Company applies the Net Proceeds of
      that sale in accordance with the applicable provisions of the Indenture,
      including without limitation Section 4.10 thereof;
      (iii) if the Company designates any Restricted
      Subsidiary that is a Guarantor as an Unrestricted Subsidiary; or
      (iv) upon the release or discharge of all
      guarantees of such Guarantor, and all pledges of property or assets of
      such Guarantor securing, all other Indebtedness of the Company and the
      other Guarantors. Upon delivery by the Company to the Trustee of an
      Officers' Certificate and an Opinion of Counsel to the effect that such
      sale or other disposition was made by the Company in accordance with the
      provisions of the Indenture, including without limitation Section 4.10 of
      the Indenture, the Trustee shall execute any documents reasonably required
      in order to evidence the release of any Guarantor from its obligations
      under its Subsidiary Guarantee.
    (b) Any Guarantor not released from its
    obligations under its Subsidiary Guarantee shall remain liable for the full
    amount of principal of and interest on the Notes and for the other
    obligations of any Guarantor under the Indenture as provided in Article 11
    of the Indenture.
No Recourse Against Others.No past, present or future director,
  officer, employee, incorporator or stockholder of a Guaranteeing Subsidiary,
  as such, shall have any liability for any obligations of the Company or any
  Guaranteeing Subsidiary under the Notes, any Guarantees, the Indenture or this
  Supplemental Indenture or for any claim based on, in respect of, or by reason
  of, such obligations or their creation. Each Holder of the Notes by accepting
  a Note waives and releases all such liability. The waiver and release are part
  of the consideration for issuance of the Notes and the Subsidiary Guarantees.
  Such waiver may not be effective to waive liabilities under the U.S. federal
  securities laws.
  NEW YORK LAW TO GOVERN; WAIVER OF JURY TRIAL. THE INTERNAL LAW OF THE
  STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL
  INDENTURE. EACH OF THE COMPANY, THE GUARANTORS AND THE TRUSTEE HEREBY
  IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND
  ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING
  TO THE INDENTURE, THE NOTES, THE SUBSIDIARY GUARANTEES OR THE TRANSACTIONS
  CONTEMPLATED HEREBY.
  Counterparts. The parties may sign any number of copies of this
  Supplemental Indenture. Each signed copy shall be an original, but all of them
  together represent the same agreement.
  Effect of Headings. The Section headings herein are for convenience
  only and shall not affect the construction hereof.
  The Trustee. The Trustee shall not be responsible in any manner
  whatsoever for or in respect of the validity or sufficiency of this
  Supplemental Indenture or for or in respect of the recitals contained herein,
  all of which recitals are made solely by each Guaranteeing Subsidiary and the
  Company.[Signature Pages to Follow]
EXECUTION COPY
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed and attested, all as of the date first above
written.

| | AIRCRAFT ENGINE
    SERVICES (AES) INC.
| | ---------------------------------------
| |                                        
| | By:                                    
| | Name:                                  
| | Title:                                 
| |                                        
| |                                        
| | 4279174 CANADA INC.                    
| |                                        
| | By:                                    
| | Name:                                  
| | Title:                                 
| |                                        
| |                                        
| | BRP HOLDINGS (HUNGARY)
    ASSET       
| | MANAGEMENT LIMITED
    LIABILITY       
| | COMPANY                                
| |                                        
| | By:                                    
| | Name:                                  
| | Title:                                 
| |                                        
| | By:                                    
| | Name:                                  
| | Title:                                 

| |                        
| | -----------------------
| | BOMBARDIER RECREATIONAL
| | PRODUCTS INC.          
| |                        
| | By:                    
| | Name:                  
| | Title:                 

[Signature Page to Supplemental Indenture]

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|    |                            
|--- | ---------------------------
|    | BRP US INC.                
|    |                            
|    | By:                        
|    | Name:                      
|    | Title:                     
|    |                            
|    |                            
|    | BRP HOLDING LP             
|    |                            
|By: | Bombardier
    Recreational
|    | Products
    Inc.,         
|    | its
    General Partner    
|    |                            
|    | By:                        
|    | Name:                      
|    | Title:                     
|    |                            
|    |                            
|    | BRP LLC                    
|    |                            
|    | By:                        
|    | Name:                      
|    | Title:                     
|    |                            
|    |                            
|    | BRP HOLDING (USA) INC.     
|    |                            
|    | By:                        
|    | Name:                      
|    | Title:                     
|    |                            
|    |                            
|    | BRP (BARBADOS) INC.        
|    |                            
|    | By:                        
|    | Name:                      
|    | Title:                     

[Signature Page to Supplemental Indenture]

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|    |                            
|--- | ---------------------------
|    |                            
|    |                            
|    | BRP US INC.                
|    |                            
|    | By:                        
|    | Name:                      
|    | Title:                     
|    |                            
|    |                            
|   
|    | BRP HOLDING LP             
|By: | Bombardier
    Recreational
|    | Products Inc.,             
|    | its General Partner        
|    |                            
|    | By:                        
|    | Name:                      
|    | Title:                     
|    |                            
|    |                            
|    | BRP LLC                    
|    |                            
|    | By:                        
|    | Name:                      
|    | Title:                     
|    |                            
|    |                            
|    | BRP HOLDING (USA) INC.     
|    |                            
|    | By:                        
|    | Name:                      
|    | Title:                     
|    |                            
|    |                            
|    | BRP (BARBADOS) INC.        
|    |                            
|    | By:                        
|    | Name:                      
|    | Title:                     

[Signature Page to Supplemental Indenture]

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| | EXECUTION COPY                 
| | -------------------------------
| |                                
| |                                
| | BRP (LUXEMBOURG) 1 S.à
    r.l.
| |                                
| | By:                            
| | Name:                          
| | Title:                         
| |                                
| |                                
| | BRP (LUXEMBOURG) 2 S.à
    r.l.
| |                                
| | By:                            
| | Name:                          
| | Title:                         
| |                                
| |                                
| | BRP (LUXEMBOURG) 3 S.à
    r.l.
| |                                
| | By:                            
| | Name:                          
| | Title:                         
| |                                
| |                                
| | BRP (LUXEMBOURG) 4 S.à
    r.l.
| |                                
| | By:                            
| | Name:                          
| | Title:                         
| |                                
| |                                
| | BRP (LUXEMBOURG) 5 S.à
    r.l.
| |                                
| | By:                            
| | Name:                          
| | Title:                         

[Signature Page to Supplemental Indenture]

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| |                                  
| | ---------------------------------
| |                                  
| | 4186524 CANADA INC.              
| |                                  
| | By:                              
| | Name:                            
| | Title:                           
| |                                  
| |                                  
| | BRP NOVA SCOTIA ULC              
| |                                  
| | By:                              
| | Name:                            
| | Title:                           
| |                                  
| |                                  
| | BRP AUSTRALIA PTY LTD.           
| |                                  
| | By:                              
| | Name:                            
| | Title:                           
| |                                  
| |                                  
| | BRP JAPAN LTD.                   
| |                                  
| | By:                              
| | Name:                            
| | Title:                           
| |                                  
| |                                  
| | BRP MEXICO S.A. DE
    C.V.      
| |                                  
| | By:                              
| | Name:                            
| | Title:                           
| |                                  
| |                                  
| | J.A. BOMBARDIER (J.A.B.)
    INC.
| |                                  
| | By:                              
| | Name:                            
| | Title:                           

[Signature Page to Supplemental Indenture]

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|                               
|-------------------------------
|                               
|U.S. BANK NATIONAL ASSOCIATION,
|AS TRUSTEE                     
|                               
|                               
|By:                            
|Name:                          
|Title:                         
|                               

[Signature Page to Supplemental Indenture]

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