Exhibit 4.6


                          FIFTH SUPPLEMENTAL AGREEMENT
                           DATED: 29TH JANUARY, 2004
                                    Between

                    DUNLOP STANDARD AEROSPACE GROUP LIMITED
         and certain of its Subsidiaries as Borrowers and/or Guarantors
                          MIZUHO CORPORATE BANK, LTD.
                                  as Arranger

                                  THE LENDERS

                          MIZUHO CORPORATE BANK, LTD.
                      as Facility Agent and Security Agent
                                      and

                          MIZUHO CORPORATE BANK, LTD.
                              as Syndication Agent

                      relating to a Credit Agreement dated
                      31st July, 1998 as supplemented and
                        amended by a Supplemental Credit
                     Agreement dated 28th September, 1998,
                        a Second Supplemental Agreement
                   dated 7th May, 1999, a Third Supplemental
                   Agreement dated 15th February, 2002 and a
                         Fourth Supplemental Agreement
                            dated 17th January 2003



                                 ALLEN & OVERY

                                     LONDON
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<TABLE>
<CAPTION>
                                    CONTENTS

CLAUSE                                                                                                    PAGE

<S>                                                                                                         <C>
1.       Interpretation.......................................................................................1
2.       Amendments to the Original Credit Agreement..........................................................2
3.       Representations and Warranties......................................................................21
4.       Amended Credit Agreement............................................................................22
5.       New Reports.........................................................................................23
6.       Fees................................................................................................23
7.       Incorporation.......................................................................................23
8.       Guarantees and Security.............................................................................23
9.       Miscellaneous.......................................................................................24
10.      Counterparts........................................................................................24
11.      Governing Law.......................................................................................24


SCHEDULE

Part 1   The Obligors (other than the Company)...............................................................25
Part 2   Lenders.............................................................................................26
Part 3   Conditions Precedent Documents......................................................................27

Signatories..................................................................................................29
</TABLE>
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THIS FIFTH SUPPLEMENTAL AGREEMENT is dated 29th January, 2004 between:

(1)      DUNLOP STANDARD AEROSPACE GROUP LIMITED (registered no. 3573726) an
         English company with its registered office at Holbrook Lane, Coventry,
         CV6 4AA (the COMPANY);

(2)      THE OBLIGORS listed in Schedule 1;

(3)      MIZUHO CORPORATE BANK, LTD. as arranger of the Facilities (in this
         capacity the ARRANGER);

(4) MIZUHO CORPORATE BANK, LTD. as agent for
         the Lenders set out in Schedule 2 (in this capacity the
         FACILITY AGENT);

(5)      MIZUHO CORPORATE BANK, LTD. as security agent and trustee for the
         Lenders (in this capacity the SECURITY AGENT); and
(6)      MIZUHO CORPORATE BANK, LTD. as syndication manager (in this capacity
         the SYNDICATION AGENT).

WHEREAS:

(A)      This Fifth Supplemental Agreement is supplemental to a credit
         agreement dated 31st July, 1998 (as supplemented and amended by a
         supplemental credit agreement dated 28th September, 1998, a second
         supplemental agreement dated 7th May, 1999 (the SECOND SUPPLEMENTAL
         AGREEMENT), a third supplemental agreement dated 15th February, 2002
         (the THIRD SUPPLEMENTAL AGREEMENT) and a fourth supplemental agreement
         dated 17th January, 2003 (the FOURTH SUPPLEMENTAL AGREEMENT, together
         with the Second Supplemental Agreement and the Third Supplemental
         Agreement the SUPPLEMENTAL AGREEMENTS), the ORIGINAL CREDIT AGREEMENT)
         made between, inter alios, the Company, the Arranger, the Original
         Lenders and Mizuho Corporate Bank, Ltd. (formerly known as The Fuji
         Bank, Limited) as Facility Agent and Security Agent pursuant to which
         the Lenders agreed to make available to the Borrowers certain term
         loan facilities, capital expenditure facilities and revolving credit
         facilities.

(B)      The Company has requested certain amendments to the Senior Finance
         Documents.

(C)      The parties to this Fifth Supplemental Agreement have agreed to
         supplement and amend the Original Credit Agreement on the terms set
         out below.

IT IS AGREED as follows:

1.       INTERPRETATION

(a)      Capitalised terms not otherwise defined in this Fifth Supplemental
         Agreement have the meanings given to them in the Original Credit
         Agreement, unless the context otherwise requires.

(b)      Terms defined in the Recitals hereto have the same meaning when used
         in this Fifth Supplemental Agreement.

(c)      In this Fifth Supplemental Agreement:

         ADDITIONAL BONDS means the 11?% Senior Notes due 2009 issued by the
         Issuer in 2004.

         ADDITIONAL BOND DOCUMENTS means the Supplemental Indenture and the
         Purchase Agreement.

         ADDITIONAL FINANCE DOCUMENT means this Fifth Supplemental Agreement
         and the amendment letter referred to in Schedule 3 paragraph
         1(d)(iii).

         BOND COSTS means the costs, fees and expenses incurred by members of
         the Group in connection with the offering and sale of the Additional
         Bonds in a maximum aggregate amount not exceeding $2,500,000;

         FIFTH AMENDMENT EFFECTIVE DATE means the date on which the Facility
         Agent gives the notice referred to in Clause 2 to the Company and the
         Lenders;

         PURCHASE AGREEMENT means the purchase agreement dated on or after the
         date hereof (but prior to the Fifth Amendment Effective Date)
         providing for the purchase of the Additional Bonds;

         REVISED BUSINESS PLAN means the revised base case model prepared by
         the Company and approved by the Executives in the agreed form as
         amended pursuant to any adjustment notified to the Facility Agent
         (prior to such amendment being made) and which is made as a result of
         (a) the finalisation and audit of the consolidated accounts of the
         Group for the financial year ending 31st December, 2003 or (b) changes
         made to the balance sheet and results of operations of the Power 2
         Group during the period commencing on 1st January, 2003 and ending on
         the Power 2 Completion Date (as defined in Clause 2(a) below);

                  SUPPLEMENTAL INDENTURE means the supplemental indenture dated
         on or after the date hereof (but prior to the Fifth Amendment
         Effective Date) supplementing the Bond Documents and providing for the
         issuance of the Additional Bonds.

(d)      Clause 1.2 of the Original Credit Agreement is deemed to be set out in
         full in this Fifth Supplemental Agreement but as if references to the
         Original Credit Agreement are references to this Fifth Supplemental
         Agreement.

2.       AMENDMENTS TO THE ORIGINAL CREDIT AGREEMENT

(a)      The parties to this Fifth Supplemental Agreement hereby agree for
         themselves and for their successors, transferees and assignees
         pursuant to the Original Credit Agreement that, subject to paragraph
         (b) below, upon the Facility Agent confirming to the Company that it
         has received each of the documents and other evidence set out in
         Schedule 3 hereto in form and substance satisfactory to it, the
         Original Credit Agreement shall be supplemented and amended by this
         Fifth Supplemental Agreement as follows:

         (i)      on page 1 of the Original Credit Agreement in the list of
                  parties, the words "(now known as Mizuho Corporate Bank,
                  Ltd.)" shall be inserted after each reference to "THE FUJI
                  BANK, LIMITED";

         (ii)     in Clause 1.1 of the Original Credit Agreement: (A) the
                  following definitions shall be inserted alphabetically:

                           ""2004/2005 GROWTH PROGRAMMES" means Airbus A380;
                           Joint Strike Fighter; EuroFighter; Boeing B7E7;
                           Boeing 757 retrofit; Embraer ERJ upgrades; CF34;
                           Kelly GFM to CFM; ART; Dunlop Standard Energy; US
                           Navy contract; Electric brakes; A400M; UCAV
                           (Unmanned Combat Air Vehicles); Quick Start;
                           Eurotrainer; MMC; Eurofighter and Power 2 (should
                           the Power 2 Completion Date occur) programmes.

                           "ADDITIONAL BONDS" means the Bonds referred to in
                           paragraph (b) of the definition of Bonds as set out
                           in this Clause 1.1.

                           "ADDITIONAL BOND COMPLETION DATE" means the date on
                           which Additional Bond Proceeds have been received by
                           the Issuer from the issue of the Additional Bonds.

                           "ADDITIONAL BOND PROCEEDS" shall bear the meaning
                           given to that term in Clause 22.1(a) of this
                           Agreement.

                           "BOND PROCEEDS BLOCKED ACCOUNT" means the interest
                           bearing blocked account in the name of Holdco and
                           held with the Security Agent or a Lender into which
                           an amount of $25,000,000 of the Additional Bond
                           Proceeds was deposited on or before the Fifth
                           Amendment Effective Date and which is designated by
                           the Facility Agent and Holdco as the "Bond Proceeds
                           Blocked Account.

                           "EXCLUDED COMPANY" means the Company and the Issuer
                           and any company which is not an Obligor on 21st
                           January, 2004.

                           "FIFTH AMENDMENT EFFECTIVE DATE" shall bear the
                           meaning given to that term in, the fifth
                           supplemental agreement dated on or about 28th
                           January, 2004 and relating hereto.

                           "NEW REPORTS" means each of:

                           (a)     the accountants' report dated 31st December
                                   2003 prepared by PricewaterhouseCoopers;

                           (b)     the legal due diligence report dated 6th
                                   January 2004 prepared by, amongst others,
                                   Skadden, Arps, Slate, Meagher & Flom;

                           (c)     the environmental report dated 15th October
                                   2003 prepared by URS;

                           (d)     the insurance due diligence investigation
                                   dated 1st December 2003 prepared by Marsh;

                           (e)     the tax report dated 4th December 2003
                                   prepared by PricewaterhouseCoopers; and

                           (f)     each supplement, amendment and disclosure to
                                   the reports referred to in (a) to (e) above,
                                   to the extent that the matters or things
                                   referred to in or which precipitated such
                                   supplement, amendment or disclosure will not
                                   have a Material Adverse Effect.

                           "NEW ACQUIRED ASSETS" means the shares and assets
                           acquired or to be acquired by the Company and
                           certain of its Subsidiaries pursuant to the terms of
                           the Power 2 Documents and all other rights, assets
                           and liabilities (tangible and intangible, present
                           and future, actual and contingent) acquired by the
                           Company or its Subsidiaries pursuant to the Power 2
                           Documents.

                           "POWER 2" means a single company registered in
                           England and Wales and more particularly identified
                           as the target company in the Power 2 Acquisition in
                           the reports referred to in paragraphs (a) to (e)
                           inclusive of the definition of "New Reports" in this
                           Clause 1.1.

                           "POWER 2 ACQUISITION" means the acquisition of 100%
                           of the issued share capital of Power 2 by an Obligor
                           (other than an Excluded Company) pursuant to the
                           Power 2 Documents.

                           "POWER 2 ACQUISITION COSTS" means all fees, costs,
                           expenses, stamp, registration and capital taxes
                           incurred by the Company (or any member of the Group)
                           in connection with the negotiation, preparation,
                           execution and registration of the Power 2 Documents.

                           "POWER 2 ACQUISITION PRICE" means the total
                           consideration paid or payable by members of the
                           Group (or any of them) in respect of the Power 2
                           Acquisition.

                           "POWER 2 COMPLETION DATE" means the date of
                           completion of the Power 2 Acquisition pursuant to
                           the Power 2 Documents.

                           "POWER 2 DOCUMENTS" means the share sale and
                           purchase agreement between the Power 2 Vendor and an
                           Obligor (other than an Excluded Company) dated on or
                           after the date of the fifth supplemental agreement
                           (dated on or about 28th January, 2004) relating
                           hereto providing, inter alia, for the sale by the
                           Power 2 Vendor and the purchase by an Obligor (other
                           than an Excluded Company) of Power 2 and all other
                           transaction documents entered into in connection
                           with the Power 2 Acquisition and all transfers and
                           other instruments made pursuant to any thereof to
                           which any member of the Group is a party.

                           "POWER 2 GROUP" means Power 2 and its Subsidiaries
                           on the Power 2 Completion Date immediately upon
                           completion of the Power 2 Acquisition.

                           "POWER 2 VENDOR" means the entity or entities which
                           sell the entire outstanding share capital of Power 2
                           pursuant to the Power 2 Documents.

                           "PURCHASE AGREEMENT" means the purchase agreement
                           dated on or prior to the Fifth Amendment Effective
                           Date providing for the purchase of the Additional
                           Bonds.

                           "REDEMPTION INTEREST" shall bear the meaning given
                           to that term in Clause 21.48(c)(i).

                           "REVISED BUSINESS PLAN" means the revised base case
                           model prepared by the Company and approved by the
                           Executives in the agreed form as amended pursuant to
                           any adjustment notified to the Facility Agent (prior
                           to such amendment being made) and which is made as a
                           result of (a) the finalisation and audit of the
                           consolidated accounts of the Group for the financial
                           year ending 31st December, 2003 or (b) changes made
                           to the balance sheet and results of operations of
                           Power 2 during the period commencing on 1st January,
                           2003 and ending on the Power 2 Completion Date.

                           "SUPPLEMENTAL INDENTURE" means the supplemental
                           indenture dated on or prior to the Fifth Amendment
                           Effective Date supplementing the Indenture referred
                           to in paragraph (a) of the definition of Bond
                           Documents in this Clause 1.1 and providing for the
                           issue of the Additional Bonds.";

                  (B)      in the definition of "ACQUISITION COSTS" the words
                           "other than the Power 2 Documents" shall be inserted
                           at the end of that definition;

                  (C)      in the definition of "APPLICABLE ACCOUNTING
                           PRINCIPLES" the word "Revised" shall be inserted
                           before the words "Business Plan";

                  (D)      the definition of "BONDS" shall be deleted and
                           replaced with the following definition:

                           ""BONDS" means:

                           (a)      the $225,000,000 11?% Senior Notes due 2009
                                    issued by the Issuer in 1999; and

                           (b)      the 11?% Senior Notes due 2009 issued by
                                    the Issuer in 2004 on or prior to the Fifth
                                    Amendment Effective Date.";

                  (E)      the definition of "BOND DOCUMENTS" shall be deleted
                           and replaced with the following definition:

                           ""BOND DOCUMENTS" means:

                           (i)      the Indenture and the Registration Rights
                                    Agreement relating to and as defined in the
                                    Bonds and the purchase agreement relating
                                    thereto;

                           (ii)     the Supplemental Indenture and Purchase
                                    Agreement; and

                           (iii)    any other agreement or document to which
                                    the Issuer is a party governing the terms
                                    of the Bonds or their issue.";

                  (F)      in the definition of "LC BANK" the words "(now known
                           as Mizuho Corporate Bank, Ltd.)" shall be inserted
                           after the words "The Fuji Bank, Limited"

                  (G)      in the definition of "MATERIAL GROUP SUBSIDIARY" the
                           word "and" shall be deleted at the end of
                           sub-paragraph (C), the existing sub-paragraph (D)
                           shall be relettered (E) and a new sub-paragraph (D)
                           shall be inserted immediately after sub-paragraph
                           (c) as follows:

                           "each member of the Group named in the certificate
                           delivered by the Company pursuant to clause
                           21.15(f)(xi) shall be deemed to be a Material Group
                           Subsidiary until either (after delivery of such
                           certificate) the next list of Material Group
                           Subsidiaries is delivered to the Facility Agent
                           pursuant to Clause 21.2(d)(i)(B) or it is shown to
                           the Facility Agent's reasonable satisfaction not to
                           be a Material Group Subsidiary by reference to the
                           latest Accounts delivered to the Facility Agent
                           under Clause 21.2; and";

                  (H)      In the definition of "TRANSACTION DOCUMENTS" the
                           word "and" shall be deleted after the words,
                           "Shareholders Agreement" and in its place shall be
                           inserted "," and the words "and the Power 2
                           Documents (if any)" shall be inserted at the end of
                           that definition;

         (iii)    in clause 20.1 of the Original Credit Agreement:

                  (A)      the paragraph after the heading "AUTHORISATIONS:" in
                           clause 20.1(f) shall be numbered as sub-clause (i)
                           and the words "(other than the Power 2 Documents)"
                           shall be inserted after each reference in that
                           paragraph to "Transaction Documents";

                  (B)      a new sub-clause (ii) shall be inserted at the end
                           of clause 20.1(f) as follows:

                           "As at the Power 2 Completion Date (it being agreed
                           that this warranty shall only be given if the Power
                           2 Completion Date occurs), all authorisations
                           required by any Obligor in connection with the entry
                           into, performance, validity and enforceability of,
                           and the transactions contemplated by, the Power 2
                           Documents have been obtained or effected (as
                           appropriate) and are in full force and effect, save
                           for any filings, applications and registrations to
                           the extent that the Company has notified the
                           Facility Agent in writing prior to the Power 2
                           Completion Date that they can only be obtained after
                           the Power 2 Completion Date or where the failure to
                           obtain such authorisation could not reasonably be
                           expected to have a material impact either on the
                           business, assets or financial condition of any
                           Obligor or the Finance Parties or on the validity or
                           enforceability of the Power 2 Documents.";

                  (C)      the word "and" shall be inserted in clause
                           20.1(j)(iv) at the end of paragraph (D);

                  (D)      new sub-clauses (v) and (vi) shall be inserted at
                           the end of clause 20.1(j) as follows:

                           "(v)    To the Company's knowledge as at the Power 2
                                   Completion Date (it being agreed that this
                                   warranty shall only be given if the Power 2
                                   Completion Date occurs):

                                   (A)      all material factual information
                                            furnished to each of the firms
                                            which prepared a New Report and
                                            contained or referred to therein
                                            was true at the date (if any)
                                            ascribed thereto or (if none) on
                                            the date of the relevant New
                                            Report;

                                   (B)      none of the New Reports are
                                            misleading;

                                   (C)      all expressions of opinion or
                                            intention given by or on behalf of
                                            any member of the Group and all
                                            forecasts and projections furnished
                                            by any member of the Group to each
                                            such firm and contained or referred
                                            to in their respective New Reports
                                            were arrived at after careful
                                            consideration, were fair and were
                                            based on reasonable grounds;

                                   (D)      such New Reports do not omit any
                                            information which would make any
                                            material information, forecasts or
                                            projections in the New Reports (or
                                            any of them) misleading; and

                                   (E)      nothing has occurred or come to
                                            light which renders any of the
                                            material factual information,
                                            expressions of opinion or
                                            intention, projections or
                                            conclusions contained in the
                                            Revised Business Plan or any of the
                                            New Reports, as the case may be,
                                            inaccurate or misleading (or in the
                                            case of expressions of opinion,
                                            conclusions or projections, other
                                            than fair and reasonable),

                                    in each case, in any material respect (or
                                    in the case of (A) or (C) above in all
                                    material respects) in the overall context
                                    of the New Acquired Assets, the Group and
                                    the transactions contemplated hereby or
                                    which would be reasonably likely, if
                                    disclosed, to adversely affect the decision
                                    of a person (including the Original
                                    Lenders) considering whether to enter into
                                    this Agreement.

                           (vi)

                                   (A)      All material factual information
                                            contained in the Revised Business
                                            Plan was true or, in the case of
                                            information provided by any person
                                            other than the Company or its
                                            advisers, was to its knowledge true
                                            in all material respects at the
                                            date (if any) ascribed thereto in
                                            the Revised Business Plan or (if
                                            none) at the date of the relevant
                                            component of the Revised Business
                                            Plan.

                                    (B)     All expressions of opinion or
                                            intention and all forecasts and
                                            projections contained in the
                                            Revised Business Plan were arrived
                                            at after careful consideration,
                                            were fair and were based on
                                            reasonable grounds. The forecasts
                                            and projections contained in the
                                            Revised Business Plan are
                                            reasonable and are believed by the
                                            Executives to be attainable.

                                   (C)      The Revised Business Plan as of its
                                            date (or the relevant component
                                            thereof) was not misleading in any
                                            material respect and did not omit
                                            to disclose any matter failure to
                                            disclose which would result in any
                                            information contained in the
                                            Revised Business Plan being
                                            misleading in any material respect
                                            in the context of this Agreement.";

                  (E)      sub-clause (iii) in clause 20.1(l) shall be
                           re-numbered (iv) and a new sub-clause (iii) shall be
                           inserted after the end of sub-clause (ii) as
                           follows:

                           "(iii)  The warranty in this sub-Clause 20.1(l)(iii)
                                   shall only be given if the Power 2
                                   Completion Date occurs. The documents, if
                                   any, delivered to the Agents (or any of
                                   them) on or prior to the Power 2 Completion
                                   Date by or on behalf of any Obligor pursuant
                                   to Clause 21.15(f) were when delivered
                                   genuine and in the case of copy documents,
                                   were true, complete and accurate copies in
                                   all material respects, of originals which
                                   had not been amended, varied, supplemented
                                   or superseded in any way which would be
                                   likely materially and adversely to affect
                                   the interests of the Lenders under the
                                   Senior Finance Documents.";

                  (F)      a new sub-clause (v) shall be inserted at the end of
                           clause 20.1(l) as follows:

                           "The warranty in this sub-Clause 20.1(l)(v) shall
                           only be given if the Power 2 Completion Date occurs.
                           The Power 2 Documents, if any, as furnished to the
                           Facility Agent pursuant to Clause 21.15(f), contain
                           all the material terms of the Power 2 Acquisition.";

                  (G)      the paragraph after the heading "REPRESENTATIONS TO
                           THE COMPANY" in clause 20.1(o) shall be re-numbered
                           as sub-clause (i) and a new sub-clause (ii) shall be
                           inserted as follows:

                           "As at the Power 2 Completion Date (it being agreed
                           that this warranty shall only be given if the Power
                           2 Completion Date occurs) the Company has no reason
                           to believe that any of the representations and
                           warranties (as qualified by any related disclosure
                           letter issued by the Power 2 Vendor) given by any
                           member of the Group and/or by the Power 2 Vendor in
                           each case in the Power 2 Documents are untrue or
                           inaccurate in any material respect.";

                  (H)      the words "and New Acquired Assets" shall be
                           inserted at the end of (and as part of) the heading
                           in clause 20.1(r) before the semi-colon and the
                           paragraph after the new heading shall be numbered as
                           sub-clause (i) and a new sub-clause (ii) shall be
                           inserted at the end of clause 20.1(r) as follows:

                           "(ii)   Immediately upon the Power 2 Completion Date
                                   (it being agreed that this warranty shall
                                   only be given if the Power 2 Completion Date
                                   occurs) each member of the Group which is
                                   contemplated as acquiring shares pursuant to
                                   the Power 2 Documents will become the
                                   beneficial owner (or owner as the case may
                                   be) of such shares and will be entitled
                                   forthwith (subject to the payment of any
                                   necessary stamp or transfer taxes (which the
                                   Company undertakes to pay or procure the
                                   payment of promptly after the Power 2
                                   Completion Date)) to become the legal
                                   registered owner of such shares free from
                                   all Encumbrances, claims and competing
                                   interests whatsoever save as expressly
                                   permitted under the Senior Finance
                                   Documents.";

                  (I)      a new clause 20.1(y) shall be inserted at the end of
                           clause 20.1 as follows:

                           (y)       STRUCTURE CHART: If the Power 2 Completion
                                     Date occurs, the structure chart of the
                                     Group delivered by the Company to the
                                     Facility Agent pursuant to Clause
                                     21.15(f)(xi) contains descriptions which
                                     in all material respects are true,
                                     complete and correct of the corporate
                                     ownership structure (legal and beneficial)
                                     of the Group (including details of any
                                     minority shareholdings held by any person
                                     who is not a member of the Group and
                                     details of all partnerships in which any
                                     member of the Group has an interest)
                                     showing each Subsidiary and all
                                     inter-company loans of more than
                                     (pound)1,000,000 (or its equivalent in
                                     other currencies) as they will be
                                     immediately after the Power 2 Completion
                                     Date.";

         (iv)     in clause 20.2 of the Original Credit Agreement:

                  (A)      the first line after the heading shall be lettered
                           as sub-clause (a), the existing sub-clauses (a)(i)
                           and (a)(ii) shall be re-numbered as sub-clauses
                           (i)(A) and (i)(B) respectively and the existing
                           sub-clause (b) shall be re-numbered as sub-clause
                           (ii);

                  (B)      in sub-clause (b) (by reference to the revised
                           lettering referred to in the immediately preceding
                           paragraph) the reference to "(s)" shall be replaced
                           with a reference to "(s))", the words "and on" which
                           appear after the words "each Utilisation Date" shall
                           be deleted. In addition, the words "and on the Power
                           2 Completion Date" shall be inserted after the words
                           "each Interest Date", and the reference "Clause
                           20.1(i) ((i), (ii) and (iii)" the first time it
                           appears shall be replaced with the reference "Clause
                           20.1(j)(i), (ii), (iii) and (vi)". The words "(other
                           than with respect to the giving of such
                           representation 20.1(j)(vi) on the Power 2 Completion
                           Date)" shall be inserted after the words "provided
                           that" and the reference "Clause 20.1(j)(i), (ii) and
                           (iii)" the second time it appears shall be deleted
                           and replaced with the words "Clause 20.1(j)(i),
                           (ii), (iii) and (other than with respect to the
                           giving of such representation on the Power 2
                           Completion Date) (vi)";

                  (C)      a new sub-clause (b) shall be inserted at the end of
                           clause 20.2 as follows:

                           "The representations and warranties set out in
                           Clauses 20.1(f)(ii), 20.1(j)(v), 20.1(j)(vi),
                           20.1(l)(iii), 20.1(l)(v), 20.1(o)(ii), 20.1(r)(ii)
                           and 20.1(y) shall be made by each Obligor on the
                           Power 2 Completion Date with reference to the facts
                           and circumstances existing at that time.";

         (v)      in clause 21.3(a)(ii), of the Original Credit Agreement, the
                  word "Revised" shall be inserted before the word "Business
                  Plan";

         (vi)     in clause 21.4(e) of the Original Credit Agreement the
                  reference to "(i)," shall be replaced with "(i)", the
                  reference to "and (ii)" shall be replaced with ", (ii)" and
                  the following words shall be inserted at the end of that
                  sub-clause immediately before the semi-colon as follows:

                  " and (iii) details of any post closing adjustment or other
                  payment required to be made by any party under the Power 2
                  Documents";

         (vii)    clause 21.10(a) of the Original Credit Agreement shall be
                  deleted and replaced with the following:

                  "(a)    under the Bond Documents in an aggregate principal
                          amount not exceeding $357,000,000 or (following any
                          redemption of the Bonds made pursuant to Clause
                          21.48(c) (Additional Bond Proceeds)) an amount not
                          exceeding $357,000,000 less the principal amount of
                          any Bonds redeemed; or

         (viii)   in clause 21.15(e) of the Original Credit Agreement, the
                  words "Clause 21.34." shall be deleted and replaced with the
                  words "Clause 21.34; or";

         (ix)     a new sub-clause (f) shall be inserted at the end of clause
                  21.15 of the Original Credit Agreement as follows:

                  "(f)     the Power 2 Acquisition (and the incorporation by an
                           Obligor of a new 100% owned limited liability
                           company to purchase Power 2 (provided such new
                           company becomes an Obligor prior to it purchasing
                           Power 2)), provided that not less than 5 days prior
                           to the Power 2 Completion Date the Facility Agent
                           has received all of the following documents,
                           evidence and things, in each case, other than with
                           respect to (xiv) below, in form and substance
                           satisfactory to it (and, with respect to the
                           documents and other things to be delivered pursuant
                           to paragraphs (viii) and (ix) below, the Facility
                           shall not unreasonably withhold or delay its
                           determination or satisfaction provided that the
                           Facility Agent is satisfied that, (A) with respect
                           to paragraph (ix) below, the execution and
                           performance of the Power 2 Documents by the Group
                           (or any member thereof) will not have a Material
                           Adverse Effect and (B) with respect to paragraph
                           (viii) below any failure to obtain or deliver any
                           such authorisation, document, opinion or assurance
                           or with respect to any authorisation or other
                           document, opinion or assurance obtained the matters
                           referred to therein and/or conditions and
                           obligations imposed on any member of the Group
                           thereby, will not have a Material Adverse Effect):

                           (i)     (A)      evidence that the member of the
                                            Group which will acquire Power 2 is
                                            an Obligor and is not an Excluded
                                            Company ;

                                   (B)      confirmation that the Power 2 Group
                                            carries on a similar business to
                                            the business undertaken by the
                                            Group;

                                   (C)      confirmation that the Power 2 Group
                                            has its main centre or centres of
                                            operations in England and Wales;

                           (ii)    evidence that:

                                   (A)      $25,000,000 of the Additional Bond
                                            Proceeds are standing to the credit
                                            of the Bond Proceeds Blocked
                                            Account ;

                                   (B)      the obligations of all parties to
                                            the Power 2 Documents are
                                            unconditional and the conditions to
                                            completion in each of the Power 2
                                            Documents have been satisfied or
                                            waived (to the extent that any such
                                            waiver will not have a Material
                                            Adverse Effect);

                           (iii)   copies of any inter company loan agreement
                                   between Holdco and the Obligor purchaser of
                                   Power 2 evidencing the proposed loan of the
                                   proceeds of the Bond Proceeds Blocked
                                   Account to the Obligor purchaser of Power 2
                                   to be applied by such Obligor in
                                   satisfaction of the Power 2 Acquisition
                                   Price and evidence that any such loan
                                   complies with the provisions of Clause
                                   21.23(b);

                           (iv)    a certificate of the Company signed by two
                                   directors that no Default has occurred and
                                   is continuing under this Agreement at the
                                   time of the Power 2 Acquisition or will
                                   occur as a result of the Power 2
                                   Acquisition;

                           (v)     a certificate of the Company signed by two
                                   directors (one of whom shall be the Chief
                                   Financial Officer) confirming that the
                                   relevant member of the Group which is making
                                   the Power 2 Acquisition has carried out such
                                   due diligence in respect of the Power 2
                                   Acquisition as a reasonable purchaser would
                                   normally undertake and that it is satisfied
                                   with the results thereof and that the Power
                                   2 Group is not subject to any material
                                   liabilities (actual or contingent) (as
                                   confirmed by appropriate due diligence
                                   reports) which will not be discharged prior
                                   to or upon completion of the Power 2
                                   Acquisition except for those liabilities
                                   incurred in the ordinary course of business
                                   and which are permitted to be outstanding in
                                   accordance with the other terms of this
                                   Agreement;

                           (vi)    if a newly incorporated company is
                                   established to acquire Power 2 (as
                                   contemplated in the parenthesis in the first
                                   line of this Clause 21.15(f)), duly executed
                                   security in favour of the Security Agent (or
                                   as otherwise provided in this Agreement) for
                                   the Finance Parties by the relevant members
                                   of the Group in accordance with the Agreed
                                   Security Principles and Clause 19.3, over:

                                   I.       the shares of such newly
                                            incorporated company; and

                                   II.      the assets of such newly
                                            incorporated company,

                                   together with all instruments, assurances,
                                   acts and things required to be delivered in
                                   respect thereof pursuant to Clause 19.3(e)

                           (vii)   the New Reports;

                           (viii)  a copy of any other authorisation or other
                                   document, opinion or assurance necessary in
                                   connection with the entry into and
                                   performance of and transactions contemplated
                                   by the Power 2 Documents;

                           (ix)    a copy (certified by the Company (or on its
                                   behalf by its legal advisors) as being
                                   correct, complete and in full force and
                                   effect and not having been amended or
                                   superseded) of the Power 2 Documents
                                   together with any related disclosure letter
                                   issued by the Power 2 Vendor in connection
                                   therewith;

                           (x)     a structure chart of the Group containing
                                   descriptions which in all material respects
                                   are true, complete and correct of the
                                   corporate ownership structure (legal and
                                   beneficial) of the Group (including details
                                   of any minority shareholdings held by any
                                   person who is not a member of the Group and
                                   details of all partnerships in which any
                                   member of the Group has an interest) showing
                                   each Subsidiary and all inter-company loans
                                   of more than (pound)1,000,000 (or its
                                   equivalent in other currencies) as they will
                                   be immediately after the completion of the
                                   Power 2 Acquisition;

                           (xi)    a certificate of the Company signed by two
                                   directors, identifying each member of the
                                   Power 2 Group (i) whose pre-tax profits
                                   represent five per cent. or any greater
                                   percentage of the aggregate of Consolidated
                                   EBIT of the Group and consolidated earnings
                                   before interest and tax of the Power 2
                                   Group, or (ii) the book value of whose gross
                                   assets is five per cent. or more of the
                                   aggregate of consolidated gross assets of
                                   the Group and consolidated gross assets of
                                   the Power 2 Group, in either case determined
                                   in accordance with the Applicable Accounting
                                   Principles or (iii) whose aggregate sales to
                                   third parties in any annual Accounting
                                   Period, calculated on a consolidated basis
                                   in accordance with the Applicable Accounting
                                   Principles and excluding VAT and/or sales
                                   tax, are at least five per cent. or more of
                                   the aggregate sales of the Group and the
                                   Power 2 Group to third parties (similarly
                                   calculated), and for this purpose:

                                   (A)      in the case of a company which
                                            itself has Subsidiaries, the
                                            calculation shall be made by using
                                            the consolidated pre-tax profits or
                                            gross assets or aggregate sales, as
                                            the case may be, of it and its
                                            Subsidiaries;

                                   (B)      the calculation of consolidated
                                            pre-tax profits or gross assets or
                                            aggregate sales shall be made by
                                            reference to:

                                            I.        in the case of a member
                                                      of the Power 2 Group the
                                                      Relevant Accounts (as
                                                      defined below) of the
                                                      relevant company (or, as
                                                      the case may be, a
                                                      consolidation of the
                                                      accounts of it and its
                                                      Subsidiaries), or, if no
                                                      such Relevant Accounts
                                                      exist in relation to
                                                      anyPower 2 Group member,
                                                      the PWC Report (as
                                                      defined below); and

                                            II.       in the case of the Power
                                                      2 Group, the report
                                                      referred to in paragraph
                                                      (a) of the definition of
                                                      New Reports in Clause 1.1
                                                      (the "PWC Report"); and

                                            III.      in the case of the Group,
                                                      the latest unaudited
                                                      quarterly or audited
                                                      annual consolidated
                                                      Accounts of the Group
                                                      delivered to the Facility
                                                      Agent under Clause 21.2;

                           (xii)   if a newly incorporated company is
                                   established to acquire Power 2 (as
                                   contemplated in the parenthesis in the first
                                   line of this Clause 21.15(f)), a Guarantor
                                   Accession Agreement executed by such company
                                   together with each such other instrument,
                                   opinion or document required to be delivered
                                   with respect to an Additional Guarantor
                                   pursuant to Clause 19.2;

                           (xiii)  a certificate of the Company signed by two
                                   directors (one of whom shall be the Chief
                                   Financial Officer) confirming that the Power
                                   2 Acquisition Price is an amount of no more
                                   than (pound)43,000,000; and

                           (xiv)   a copy of the latest management accounts for
                                   each member of the Power 2 Group that
                                   prepare management account as have been
                                   reviewed (and identified as such to the
                                   Facility Agent) by PricewaterhouseCoopers
                                   for the purposes of the PWC Report (the
                                   "Relevant Accounts").

                           and provided further that on the Power 2 Completion
                           Date the Facility Agent receives all of the
                           following documents, evidence and things in form and
                           substance satisfactory to it:

                           (A)     a Guarantor Accession Agreement executed by
                                   each company identified in the certificate
                                   referred to at Clause 21.15(f)(xi) above
                                   together, in each case, with each such other
                                   instrument, opinion or document required to
                                   be delivered with respect to an Additional
                                   Guarantor pursuant to Clause 19.2 and

                           (B)     duly executed security in favour of the
                                   Security Agent (or as otherwise provided in
                                   this Agreement) for the Finance Parties by
                                   the relevant members of the Group (including
                                   the Power 2 Group) in accordance with the
                                   Agreed Security Principles and Clause 19.3
                                   over:

                                   I.       the shares of Power 2;

                                   II.      the assets of Power 2 and each
                                            company identified in the
                                            certificate referred to in Clause
                                            21.15(f)(xi) above; and

                                   III.     the Power 2 Documents and any New
                                            Report provided in connection with
                                            the acquisition,

                                   together with all instruments, assurances,
                                   acts and things required to be delivered in
                                   respect thereof pursuant to Clause 19.3(e)";

         (x)      in clause 21.16 of the Original Credit Agreement:

                  (A)      in clause 21.16(b)(i) the words, "; or" at the end
                           of sub-paragraph (B) shall be deleted, sub-paragraph
                           (C) shall be re-lettered (D) and a new sub-paragraph
                           (C) shall be inserted immediately after sub-clause
                           (B) as follows:

                           "(C)    the recipient of the loan is an Obligor (not
                                   being the Issuer or the Company) and
                                   requires the funds to meet its obligations
                                   under the Power 2 Documents and/or the Power
                                   2 Acquisition Costs and/or the Amendment
                                   Costs and/or the Durango Costs or, in the
                                   case of Holdco, Clause 21.48(a);";

                  (B)      the words "or the payment date for the Redemption
                           Interest" shall be inserted after the words
                           "interest payment" in clause 21.16(b)(ii)(A);

                  (C)      the words "or the Redemption Interest payments"
                           shall be inserted after the words "scheduled
                           interest payments" in clause 21.16(b)(ii)(B);

                  (D)      in sub-clause 21.16(b)(ii)(C):

                           (w)     the words "or the Redemption Interest
                                   Payments" shall be inserted in the second
                                   line after the words "scheduled interest
                                   payment";

                           (x)     the words "Board Documents" shall be deleted
                                   and in their place shall be inserted the
                                   words "Bond Documents";

                           (y)     the words "or Redemption Interest payment
                                   (as the case may be)" shall be inserted
                                   after the words, "the Bond Documents) the
                                   amount of the schedule interest payment";

                           (z)     the words "or payment date for the
                                   Redemption Interest" shall be inserted at
                                   the end of such sub-clause immediately prior
                                   to the semi-colon;

         (xi)     in clause 21.35(b) of the Original Credit Agreement the words
                  "and on and following the issue of the Additional Bonds the
                  intercompany loan in a principal amount of not more than
                  $125,000,000" shall be inserted after the amount
                  "(pound)125,000,000".

         (xii)    in clause 21.36 of the Original Credit Agreement the words
                  "when due" at the end of the clause shall be deleted and in
                  their place shall be inserted the words, "and Redemption
                  Interest, in each case when due or payments in accordance
                  with clause 21.48(c)(i)";

         (xiii)   in clause 21.39 of the Original Credit Agreement the words
                  "for a period of five days before such redemption is made,
                  that required for the redemption payment to be made in
                  accordance with clause 21.48(c)(i) or" shall be inserted
                  after the words "schedule interest payments under the Bond
                  Documents or";

         (xiv)    in clause 21.40(a) of the Original Credit Agreement, the
                  words "or the Power 2 Vendor under the Power 2 Documents"
                  shall be inserted after the words "Vendors under the
                  Acquisition Agreement", the words " or the Power 2 Documents,
                  as the case may be," shall be inserted after the words
                  "pursue claims under the Acquisition Agreements" and a new
                  sub-clause (c) shall be inserted at the end of clause 21.40
                  as follows:

                  "(c)     On or prior to the Power 2 Completion Date the
                           Company will not (and no other Obligor will) amend,
                           vary or waive in any respect which could have a
                           Material Adverse Effect any provisions of the Power
                           2 Documents or complete or elect to complete the
                           Power 2 Documents in circumstances where it would be
                           entitled not to do so and to do so would have a
                           Material Adverse Effect.";

         (xv)     at the end of clause 21 of the Original Credit Agreement a
                  new clause 21.48 shall be inserted as follows:

                  "21.48   ADDITIONAL BOND PROCEEDS

                  (a)      The Company shall procure that at all times the Bond
                           Proceeds Blocked Account shall have standing to its
                           credit not less than $25,000,000 less the amount of
                           any Permitted Withdrawal. No amount may be withdrawn
                           by Holdco from the Bond Proceeds Blocked Account
                           other than by way of a Permitted Withdrawal. For the
                           purposes of this Clause 21.48, a "Permitted
                           Withdrawal" is:

                           (i)     the withdrawal from the Bond Proceeds
                                   Blocked Account by Holdco on the Power 2
                                   Completion Date of the balance standing to
                                   the credit of the Bond Proceeds Blocked
                                   Account provided that the Facility Agent has
                                   received a certificate (in form and
                                   substance satisfactory to it) signed by two
                                   directors of the Company that the Power 2
                                   Acquisition Price has been paid in full or
                                   will be paid in full on the date of such
                                   withdrawal; or

                           (ii)    if the Power 2 Completion Date has not
                                   occurred on or before 31st May, 2004 and the
                                   amount standing to the credit of the Bond
                                   Proceeds Blocked Account has not been
                                   applied in the manner set out in
                                   subparagraph (i) of this definition of
                                   "Permitted Withdrawal" above, the withdrawal
                                   of an amount of not less than $25,000,000 of
                                   the amount standing to the credit of the
                                   Bond Proceeds Blocked Account to be
                                   immediately applied in redemption of the
                                   Redemption Bonds on or prior to 15th July,
                                   2004 and thereafter the balance standing to
                                   the credit of the Bond Proceeds Blocked
                                   Account may be withdrawn by Holdco, provided
                                   that the Facility Agent has received a
                                   certificate (in form and substance
                                   satisfactory to it) signed by two directors
                                   of the Company that the Redemption Bonds
                                   have been repaid.

                  (b)      In addition to the requirements set out in paragraph
                           (a) above, commencing on the Additional Bond
                           Completion Date the Company will procure that the
                           remaining Additional Bond Proceeds (as defined in
                           clause 22.1(a)) which have not been utilised in
                           funding the Bond Proceeds Blocked Account and/or in
                           payment of (or as a provision for) the Amendment
                           Costs and/or the Durango Acquisition Costs and/or
                           the Power 2 Acquisition Costs are applied in
                           repayment of the outstanding Tranche D Advances on
                           the last day of the Interest Periods thereof.

                  (c)      (i)     The Company shall procure that if the Power
                                   2 Completion Date has not occurred on or
                                   before 31st May, 2004 the Issuer shall pay
                                   $25,000,000 (subject to rounding adjustments
                                   in an amount of not more than (pound)50,000)
                                   to its bondholders to redeem Bonds (the
                                   "Redemption Bonds") in accordance with the
                                   terms thereof on or prior to 15th July, 2004
                                   (the "Bond Repayment Date") (and, for the
                                   avoidance of doubt, no amount of interest
                                   ("Redemption Interest") (accrued or payable)
                                   on or in respect of the Bonds shall be paid
                                   thereby).

                            (ii)   The Company shall, on the Bond Repayment
                                   Date, provide evidence to the Facility Agent
                                   of the redemption of the Redemption Bonds
                                   referred to in Clause 21.48(c)(i) above.";

         (xvi)    in clause 22.1(a):

                  (A)      the following definitions shall be inserted
                           alphabetically:

                           ""ADDITIONAL BONDS PROCEEDS" means the $125,000,000
                           less Bond Costs received by the Group from proceeds
                           of the offer and sale of the Additional Bonds.

                           "AMENDMENT COSTS" means those costs and fees
                           incurred by members of the Group in any period in
                           connection with the amendment to this Agreement on
                           the Fifth Amendment Effective Date up to an
                           aggregate maximum amount (for all periods) not
                           exceeding (pound)1,000,000.

                           "BOND COSTS" means those costs, fees and expenses
                           incurred by members of the Group in connection with
                           the offering and sale of the Additional Bonds up to
                           a maximum aggregate amount (for all periods) not
                           exceeding $2,500,000.

                           "DURANGO ACQUISITION COSTS" means those costs
                           incurred by members of the Group in any period in
                           connection with the aborted acquisition in 2003 of a
                           company based in Germany whose principal business is
                           the repair, overhaul and manufacture of large
                           aircraft engines in an aggregate amount not
                           exceeding (pound)4,000,000 (or the equivalent in any
                           other currencies).

                           "EXCESS ADDITIONAL BONDS PROCEEDS" means the
                           Additional Bonds Proceeds minus an amount, if any,
                           equal to the purchase price of the Power 2 Group.

                           "POWER 2 ACQUISITION COSTS" means those costs
                           incurred by members of the Group in any period in
                           connection with the Power 2 Acquisition in an
                           aggregate amount not exceeding (pound)2,000,000 (or
                           the equivalent in any other currencies).

                           "POWER 2 EQUITY PROCEEDS" means the proceeds of any
                           subscription in cash for shares (which by their
                           terms are not redeemable prior to the Senior
                           Discharge Date (as defined in the Priority
                           Agreement)) made as contemplated in Clause 23.1(aa)
                           below by the Investors after the Fifth Amendment
                           Effective Date.";

                  (B)      in the definition of "CONSOLIDATED CASH FLOW":

                           I.      in sub-clause (ii) the words "Company (other
                                   than any such subscription made pursuant to
                                   the Shareholders Agreement which is not an
                                   Investors Capex Contribution Amount)" shall
                                   be deleted and replaced with the words
                                   "during that period (other than Power 2
                                   Equity Proceeds)";

                           II.     a new sub-clause (iii) shall be inserted
                                   immediately after sub-clause (ii) as
                                   follows:

                                   " PLUS an amount of Power 2 Equity Proceeds
                                   and/or Excess Additional Bonds Proceeds that
                                   a director of the Company certifies as being
                                   notionally applied, in such period (the
                                   "first period"), against Capital Expenditure
                                   or trade working capital with respect to
                                   2004/2005 Growth Programmes. For the
                                   avoidance of doubt, any amounts added
                                   pursuant to a certification by a director of
                                   the Company pursuant to this paragraph (iii)
                                   in the first period shall be deemed to be
                                   added, without further certification, in all
                                   subsequent periods that take into account
                                   the first period;"; and

                                   the existing sub-Clause (iii) shall be
                                   re-numbered as sub-Clause (iv) and so forth;

                           III.    in the sub-clause re-numbered as (v) as
                                   aforesaid, the words "other than the Power 2
                                   Acquisition to the extent such consideration
                                   and costs are funded out of Additional Bonds
                                   Proceeds or Power 2 Equity Proceeds" shall
                                   be inserted after the words "shares acquired
                                   by any member of the Group";

                           IV.     in the sub-clause re-numbered as (xi) as
                                   aforesaid, the words "except that, in
                                   relation to the Consolidated Net Working
                                   Investment for any period which includes the
                                   quarterly Accounting Period in which the
                                   Power 2 Completion Date falls or any of the
                                   three full quarterly Accounting Periods
                                   falling thereafter the Consolidated Net
                                   Working Investments at the beginning of such
                                   period shall be deemed to include the
                                   working capital position of the Power 2
                                   Group as at the date of the completion of
                                   the Power 2 Acquisition" shall be inserted
                                   at the end of that sub-clause immediately
                                   prior to the semi-colon;

                           V.      the reference to "PLUS" in the sub-clause
                                   re-numbered as (xii) shall be deleted and
                                   replaced with the word "MINUS".

                  (C)      in the definition of "CONSOLIDATED EBIT" the word
                           "and" shall be deleted from the end of sub-clause
                           (vi), sub-clause (vii) shall be re-numbered as
                           sub-clause (viii) and a new sub-clause (vii) shall
                           be inserted as follows:

                           "(vii)  after adding back to the extent deducted
                                   Power 2 Acquisition Costs, Durango
                                   Acquisition Costs, Amendment Costs and Bond
                                   Costs; and"

         (xvii)   in clause 22.2:

                  (A)      in the table in clause 22.2(a) the dates and
                           numbers:

                           "31st December, 2003                        1.85
                           31st March, 2004                            1.90
                           30th June, 2004                             1.90
                           30th September, 2004                        2.00
                           31st December, 2004                         2.00
                           31st March, 2005                            2.05
                           30th June, 2005                             2.05
                           30th September, 2005                        2.15
                           31st December, 2005                         2.15
                           31st March, 2006                            2.15
                           30th June, 2006                             2.15"

                           shall be deleted and replaced with:

                           "31st December, 2003                        1.80
                           31st March, 2004                            1.55
                           30th June, 2004                             1.55
                           30th September, 2004                        1.55
                           31st December, 2004                         1.55
                           31st March, 2005                            1.70
                           30th June, 2005                             1.75
                           30th September, 2005                        1.90
                           31st December, 2005                         2.00
                           31st March, 2006                            2.00
                           30th June, 2006                             2.10"

                  (B)      in clause 22.2(b) the dates and numbers:

                           "31st December, 2003                        1.60
                           31st March, 2004                            1.00
                           30th June, 2004                             1.60
                           30th September, 2004                        1.00
                           31st December, 2004                         1.55
                           31st March, 2005                            1.00
                           30th June, 2005                             1.55
                           30th September, 2005                        1.00
                           31st December, 2005                         1.55
                           31st March, 2006                            1.00
                           30th June, 2006                             1.50
                           30th September, 2006                        1.00
                           31st December, 2006                         1.50
                           31st March, 2007                            1.00
                           30th June, 2007                             1.50"

                           shall be deleted and replaced with:


                           "31st December, 2003                        0.80
                           31st March, 2004                            0.75
                           30th June, 2004                             0.80
                           30th September, 2004                        0.80
                           31st December, 2004                         1.00
                           31st March, 2005                            1.00
                           30th June, 2005                             1.00
                           30th September, 2005                        1.00
                           31st December, 2005                         1.00
                           31st March, 2006                            1.00
                           30th June, 2006                             1.00
                           30th September, 2006                        1.00
                           31st December, 2006                         1.00
                           31st March, 2007                            1.00
                           30th June, 2007                             1.00"

                  (C)      in clause 22.2(c) the dates and numbers:

                           "31st December, 2003                        1.60
                           30th June, 2004                             1.60
                           31st December, 2004                         1.55
                           30th June, 2005                             1.55
                           31st December, 2005                         1.55"

                           shall be deleted and replaced with:

                           "31st December, 2003                        1.70
                           30th June, 2004                             1.80
                           31st December, 2004                         1.80
                           30th June, 2005                             1.65
                           31st December, 2005                         1.60"

                  (D)      in clause 22.2(d) the dates and numbers:

                           "31st December, 2003                        2.60
                           30th June, 2004                             2.55
                           31st December, 2004                         2.55"

                           shall be deleted and replaced with:

                           "31st December, 2003                        3.15
                           30th June, 2004                             2.90
                           31st December, 2004                         2.60"

         (xviii)  in clause 22.3:

                  (A)      The words "set out in column (2) below opposite the
                           relevant Expenditure Period:" and the table in
                           sub-Clause 22.3(a) shall be deleted and replaced
                           with:

                           ",(A)   if the Power 2 Completion Date has
                                   occurred, set out in column (2) below
                                   opposite the relevant Expenditure Period; or

                           (B)     if the Power 2 Completion Date has not
                                   occurred, set out in column (3) below
                                   opposite the relevant Expenditure Period:

<TABLE>
<CAPTION>
                                     (1)                       (2)                               (3)
                          EXPENDITURE PERIOD          CAPITAL EXPENDITURE                CAPITAL EXPENDITURE
                                                    INCLUDING POWER 2 GROUP            EXCLUDING POWER 2 GROUP
                                                (POUND) (OR EQUIVALENT IN OTHER     (POUND)(OR EQUIVALENT IN OTHER
                                                          CURRENCIES)                       CURRENCIES)

<S>                       <C>                            <C>                           <C>
                          31st December, 1998                  19,300,000
                          31st December, 1999                  23,800,000
                          31st December, 2000                  24,500,000
                          31st December, 2001                  29,800,000
                          31st December, 2002                  41,200,000
                          31st December, 2003            (pound)26,600,000             (pound)26,600,000
                          31st December, 2004            (pound)39,000,000             (pound)37,000,000
                          31st December, 2005            (pound)37,000,000             (pound)34,000,000
                          31st December, 2006            (pound)40,000,000             (pound)39,000,000
                          31st December, 2007            (pound)39,000,000             (pound)39,000,000"
</TABLE>

                  (B)      the words "or (3) (as applicable)" shall be inserted
                           after each reference to "column (2)" in clause
                           22.3(a);

         (xix)    in clause 23.1, at the end of sub-clause (y) the word "or"
                  shall be deleted, at the end of sub-clause (z) the full stop
                  shall be deleted and in its place shall be inserted the word
                  ";or" and at the end of clause 23.1 a new sub-clause (aa)
                  shall be inserted as follows:

                  "POWER 2 EQUITY PROCEEDS: following the occurrence of the
                  Power 2 Completion Date (and provided an initial public
                  offering of not less than (pound)30,000,000 (net of all costs
                  incurred in connection therewith) by the Company has not
                  occurred):

                  (a)(i)  the Group (by reference to the accounts delivered to
                          the Facility Agent pursuant to Clause 21.2(b)):

                          (I)      incurs Capital Expenditure and/or trade
                                   working capital during any Accounting Period
                                   ending on an Accounting Date during the year
                                   ending 31 December 2004 relating to
                                   2004/2005 Growth Programmes and the
                                   Investors fail to subscribe by the Required
                                   Subscription Date in cash for Permitted
                                   Shares in the Company in an aggregate amount
                                   equal to the lower of (a) the amount so
                                   incurred by the Group and (b)
                                   (pound)30,000,000 (such required amount
                                   being hereinafter referred to as the "2004
                                   CAPEX SPEND"); or

                           (II)    incurs Capital Expenditure and/or trade
                                   working capital in an amount less than
                                   (pound)10,000,000, during the year ending 31
                                   December 2004 relating to 2004/2005 Growth
                                   Programmes and the Investors fail to
                                   subscribe, on or prior to 31 December 2004,
                                   for Permitted Shares in the Company in an
                                   amount of at least (pound)10,000,000 less
                                   the 2004 Capex Spend (the "2004 Make-Whole")
                                   except that it shall not be an Event of
                                   Default under this sub-clause (II) if the
                                   Investors do not subscribe the 2004
                                   Make-Whole on or prior to 31 December 2004
                                   if the ratio of Total Net Senior Debt to
                                   Consolidated EBITDA is lower than 2.28:1,
                                   and the level of Consolidated EBITDA is at
                                   least (pound)90,383,000 in each case for the
                                   period comprising THE four consecutive
                                   quarterly Accounting Periods of the Group
                                   (taken together as one period) ending on
                                   30th September, 2004 as determined pursuant
                                   to Clause 22.1(a) and as evidenced in the
                                   quarterly compliance certificate provided to
                                   the Facility Agent pursuant to clause
                                   21.2(d)(ii) for the period ending September
                                   2004; or

                  (ii)     the Group (by reference to the accounts delivered to
                           the Facility Agent pursuant to Clause 21.2(b)):

                           (I)     incurs Capital Expenditure and/or trade
                                   working capital during any Accounting Period
                                   ending on an Accounting Date during the year
                                   ending 31 December 2005 relating to
                                   2004/2005 Growth Programmes and the
                                   Investors fail to subscribe by the Required
                                   Subscription Date in cash for Permitted
                                   Shares in the Company in an aggregate amount
                                   equal to the lower of (a) the amount so
                                   incurred by the Group and (b)
                                   (pound)30,000,000 less (i) the 2004 Capex
                                   SpEND, if any and (ii) the 2004 Make-Whole,
                                   if any (the "2005 CAPEX SPEND"); or

                           (II)    incurs Capital Expenditure and/or trade
                                   working capital in an amount less than
                                   (pound)30,000,000 less the 2004 Capex Spend,
                                   if any and the 2004 Make-Whole, if any,
                                   during the year ending 31 December 2005
                                   relating to 2004/2005 Growth Programmes and
                                   the Investors fail to subscribe, on or prior
                                   to 31 December 2005, for Permitted Shares in
                                   the Company in an amount equal to at least
                                   (pound)30,000,000 less the 2004 Capex Spend,
                                   if any, the 2004 Make-Whole, if any and the
                                   2005 Capex Spend, if any; or

                  (b)      the Investors have not subscribed in cash for
                           Permitted Shares in the Company to an amount of at
                           least (pound)30,000,000 pursuant to paragraph (a)
                           abovE BY 31 December 2005.

                  Provided that it shall not be an Event of Default hereunder
                  if the Investors fail to subscribe an amount pursuant to
                  paragraphs (a)(i)(I) and (a)(ii)(I) above for Permitted
                  Shares by the date required therefor if the amount which the
                  Investors are required to subscribe at that date is less than
                  (pound)500,000 and provided that amount is so subscribed by
                  the InvestorS ON the next date on which a subscription
                  referred to in this Clause is made.

                  For the purposes of this clause 23.1(aa) REQUIRED
                  SUBSCRIPTION DATE means, in relation to any amount required
                  to be subscribed by the Investors pursuant to paragraph
                  (a)(i)(I) and (a)(ii)(I) above, the date falling not more
                  than 45 days after the relevant Accounting Date.

                  "PERMITTED SHARES" means shares permitted to be issued by the
                  Company in accordance with Clause 21.18(c)."

         (b)      The amendments to the Original Credit Agreement set out in
                  this Clause 2 shall not come into effect and shall be
                  automatically cancelled or revoked unless the Facility Agent
                  has confirmed to the Company and the Lenders that all the
                  conditions set out in Schedule 3 have been satisfied or
                  waived by the Majority Lenders before close of business in
                  London on 31st March 2004.

         (c)      The Facility Agent will as soon as practicable notify the
                  Company once all the conditions set out in Schedule 3 have
                  been satisfied or waived by the Majority Lenders.

3.       REPRESENTATIONS AND WARRANTIES

         Each Obligor represents and warrants, and the Company represents and
         warrants on behalf of each Obligor, to the Agents and each Lender that
         on the date hereof and on the Fifth Amendment Effective Date in each
         case with reference to the facts and circumstances pertaining at the
         time thereof:

         (a)      STAMP DUTIES. No stamp duty or registration duty or similar
                  tax or charge is payable in respect of any Additional Finance
                  Document.

         (b)      POWERS AND AUTHORITY. It has the power to enter into and
                  perform, and has taken all necessary action to authorise the
                  entry into and performance of, the Additional Finance
                  Documents to which it is or will be a party and the
                  transactions contemplated by the Additional Finance Documents
                  (including, without limitation, under the Original Credit
                  Agreement as supplemented and amended by this Fifth
                  Supplemental Agreement).

         (c)      LEGAL VALIDITY. Each of its obligations in each Additional
                  Finance Document to which it is a party is its legally
                  binding, valid and, subject to the Reservations, enforceable
                  obligation.

         (d)      NON-CONFLICT. The entry into and performance by it of, and
                  the transactions contemplated by, this Fifth Supplemental
                  Agreement and the Original Credit Agreement (as supplemented
                  and amended by this Fifth Supplemental Agreement) do not and
                  will not:

                  (i)      conflict in any material respect with any law or
                           regulation or any official or judicial order
                           applicable to it; or

                  (ii)     conflict with its constitutional documents; or

                  (iii)    conflict in any respect with, or entitle any third
                           party to terminate, any agreement or document which
                           is binding upon it, any other member of the Group or
                           any asset of any member of the Group in a manner or
                           to an extent which might have a Material Adverse
                           Effect or would be reasonably likely to have a
                           Material Adverse Effect on the business assets or
                           financial condition of the Company, any Borrower or
                           any Material Group Subsidiary or in a manner or to
                           an extent which could result in any liability on the
                           part of any Finance Party to any third party.

         (e)      AUTHORISATIONS.

                  (i)      All authorisations required by any Obligor in
                           connection with the entry into, performance,
                           validity and enforceability of, and the transactions
                           contemplated by the Additional Finance Documents
                           (including, without limitation, under the Original
                           Credit Agreement) have been obtained or effected (as
                           appropriate) and are in full force and effect.

                  (ii)     The Obligors' Agent has been duly authorised by each
                           of the other Obligors to execute this Fifth
                           Supplemental Agreement on their behalf.

         (f)      NO DEFAULT.

                  (i)      No Default is outstanding or is reasonably likely to
                           result from the execution of, or the performance of
                           any transaction contemplated by any Additional
                           Finance Document.

                  (ii)     No other event is outstanding which constitutes (or
                           with the giving of notice, expiry of any grace
                           period or fulfilment of any other applicable
                           condition will constitute) a default or termination
                           event (however described) under any agreement which
                           is binding on it or on any of its assets, to an
                           extent or in a manner which has, or is reasonably
                           likely to have, a Material Adverse Effect.

         (g)      REVISED BUSINESS PLAN. As at the date of this Fifth
                  Supplemental Agreement and the Fifth Amendment Effective
                  Date:

                  (i)      All material factual information contained in the
                           Revised Business Plan was true or, in the case of
                           information provided by any person other than the
                           Company or its advisers, was to its knowledge true
                           in all material respects at the date (if any)
                           ascribed thereto in the Revised Business Plan or (if
                           none) at the date of the relevant component of the
                           Revised Business Plan.

                  (ii)     All expressions of opinion or intention and all
                           forecasts and projections contained in the Revised
                           Business Plan were arrived at after careful
                           consideration, were fair and were based on
                           reasonable grounds. The forecasts and projections
                           contained in the Revised Business Plan are
                           reasonable and are believed by the Executives to be
                           attainable.

                  (iii)    The Revised Business Plan as of its date (or the
                           relevant component thereof) was not misleading in
                           any material respect and did not omit to disclose
                           any matter failure to disclose which would result in
                           any information contained in the Revised Business
                           Plan being misleading in any material respect in the
                           context of this Agreement.

         (h)      DOCUMENTS. The documents delivered to the Facility Agent by
                  or on behalf of any Obligor as contemplated in Clause 2 are
                  genuine (or, in the case of copy documents, are true,
                  complete and accurate copies of originals), are accurate,
                  up-to-date and in full force and effect (or if a copy, the
                  original is up-to-date and in full force and effect), unless
                  otherwise accompanied by a confirmation of which provisions
                  are not up-to-date and in full force and effect (and the
                  relevant variations), and have not been amended.

4.       AMENDED CREDIT AGREEMENT

         (a)      On the Fifth Amendment Effective Date, the representations
                  and warranties referred to in Clause 20.2(a)(ii) of the
                  Original Credit Agreement as being repeated on an Interest
                  Date shall be deemed to be repeated by each Obligor and by
                  the Company on behalf of each Obligor in each case by
                  reference to the facts and circumstances pertaining at that
                  time.

         (b)      On the Fifth Amendment Effective Date the Issuer and the
                  Company represent and warrant to the Agents and each Lender
                  that on the date of execution of each of the Additional Bond
                  Documents, on the date of subscription for the Additional
                  Bonds and on the Fifth Amendment Effective Date the Issuer
                  had the power and authority to enter into and had taken all
                  necessary action to authorise the entry into of the
                  Additional Bond Documents and the issue of the Additional
                  Bonds and all necessary authorisations required in connection
                  with such entry or issue have been obtained or effected and
                  are in full force and effect.

5.       NEW REPORTS

         The Lenders hereby confirm that the reports referred to in paragraphs
         (a) to (e) of the definition of "New Reports" in Clause 2 are, in each
         case, in form and substance satisfactory to the Facility Agent and the
         Lenders further confirm that, for the purposes of Clause 21.15(f)(vii)
         of the Original Credit Agreement as amended pursuant to Clause 2, each
         supplement, amendment and disclosure to those reports will be in form
         and substance satisfactory to the Facility Agent to the extent that
         the matters or things referred to in or which precipitated such
         supplement, amendment or disclosure will not have a Material Adverse
         Effect.

6.       FEES

         (a)      The Company shall pay to the Facility Agent on the Fifth
                  Amendment Effective Date an amendment fee in an amount equal
                  to zero point two zero per cent. (0.20%) of the aggregate
                  Commitments as in force as at the date hereof of those
                  Lenders who consented to the amendments set forth in Clause 2
                  on or prior to the date of this Agreement. Such fee shall be
                  distributed amongst such consenting Lenders pro rata to their
                  respective Commitments.

         (b)      The Company shall promptly on demand pay the Facility Agent
                  the amount of all reasonable costs and expenses (including
                  reasonable legal and notarial fees and expenses) incurred by
                  the Facility Agent in connection with the negotiation,
                  preparation, printing and execution of this Fifth
                  Supplemental Agreement.

7.       INCORPORATION

         (a)      This Fifth Supplemental Agreement is a Senior Finance
                  Document for the purposes of the Original Credit Agreement
                  and the other Senior Finance Documents.

         (b)      This Fifth Supplemental Agreement shall, from the Fifth
                  Amendment Effective Date, be deemed to be incorporated as
                  part of the Original Credit Agreement so that references in
                  the Original Credit Agreement to "this Agreement", "herein"
                  and like terms shall include this Fifth Supplemental
                  Agreement and the Original Credit Agreement as supplemented
                  and amended by this Fifth Supplemental Agreement.

         (c)      Except as otherwise provided in this Fifth Supplemental
                  Agreement, the Senior Finance Documents remain in full force
                  and effect.

8.       GUARANTEES AND SECURITY

         Each Guarantor consents to the amendments to the Original Credit
         Agreement as set out in Clause 2 of this Fifth Supplemental Agreement
         and:

         (a)      confirms and agrees that its guarantee of the obligations and
                  liabilities of the other Obligors under the Senior Finance
                  Documents remains in full force and effect and will remain in
                  full force and effect; and

         (b)      confirms that the charges and security interests created
                  under the Security Documents continue in full force and
                  effect.

9.       MISCELLANEOUS

         (a)      The provisions of Clauses 26 (Expenses), 29 (Amendments and
                  Waivers), 36 (Notices) and 37 (Jurisdiction) of the Original
                  Credit Agreement shall apply to this Fifth Supplemental
                  Agreement as though they were set out in this Fifth
                  Supplemental Agreement in full, but as if references in those
                  Clauses to the Original Credit Agreement were references to
                  or included this Fifth Supplemental Agreement.

         (b)      Clauses 12 (Payments) and 13 (Taxes) of the Original Credit
                  Agreement shall be incorporated hereto mutatis mutandis.

         (c)      A person who is not a party to this Fifth Supplemental
                  Agreement may not enforce any of its terms under the
                  Contracts (Rights of Third Parties) Act 1999 and
                  notwithstanding any term of this Fifth Supplemental
                  Agreement, no consent or any third party is required for any
                  amendment (including any release or compromise of any
                  liability) or termination of this Fifth Supplemental
                  Agreement.

         (d)      The parties confirm that the omission of Dunlop Standard
                  Aerospace Overseas Investments Limited and Dunlop Standard
                  Aerospace (Nederland) B.V. from the list of Obligors set out
                  in schedule 1 of the Second Supplemental Agreement, schedule
                  1 of the Third Supplemental Agreement and schedule 1 of the
                  Fourth Supplemental Agreement (the SUPPLEMENTAL SCHEDULES)
                  was, in each case, a typographical error and hereby agree
                  that each of the Supplemental Schedules shall be read and
                  construed (with retrospective effect to the date of the
                  relevant Supplemental Agreement) as including Dunlop Standard
                  Aerospace Overseas Investments Limited and Dunlop Standard
                  Aerospace (Nederland) B.V.. Dunlop Standard Aerospace
                  Overseas Investments Limited and Dunlop Standard Aerospace
                  (Nederland) B.V. hereby confirm and agree that the Company
                  executed and was authorised to execute the Supplemental
                  Agreements on their behalf and the Company hereby confirms
                  that it did so execute the Supplemental Agreement on behalf
                  of Dunlop Standard Aerospace Overseas Investments Limited and
                  Dunlop Standard Aerospace (Nederland) B.V.. Each of Dunlop
                  Standard Aerospace Overseas Investments Limited and Dunlop
                  Standard Aerospace (Nederland) B.V. confirm and agree that
                  they were (and remain) bound by the terms of each
                  Supplemental Agreement. Each party to this Agreement agrees
                  and acknowledges that the Supplemental Agreements have taken
                  effect in accordance with their terms as if the name of
                  Dunlop Standard Aerospace Overseas Investments Limited and
                  Dunlop Standard Aerospace (Nederland) B.V. had appeared in
                  each Supplemental Schedule.

10.      COUNTERPARTS

         This Fifth Supplemental Agreement may be executed in any number of
         counterparts, and this has the same effect as if the signatures on the
         counterparts were on a single copy of this Fifth Supplemental
         Agreement.

11.      GOVERNING LAW

         This Fifth Supplemental Agreement is governed by English law.

                  This Fifth Supplemental Agreement has been entered into on
the date stated at the beginning of this Fifth Supplemental Agreement.


SCHEDULE 1

                     THE OBLIGORS (OTHER THAN THE COMPANY)

         Dunlop Standard Aerospace (UK) Limited

         Serck Aviation Limited

         Dunlop Standard Aerospace Overseas Limited

         Dunlop Standard Aerospace Overseas Investments Limited

         Dunlop Standard Aerospace (Nederland) B.V.

         Dunlop Standard Aerospace (US) Inc.

         Dunlop Standard Aerospace Holdings Plc (previously known as
         Dunlop Standard Aerospace Holdings Limited)

         Standard Aero Limited

         Dunlop Aviation Canada Inc.

         Dunlop Aviation North America Inc.

         Standard Aero Inc.

         Stewart Warner South Wind Corporation

         Standard Aero (Alliance) Inc.

         Dunlop Holdings Limited

         Dunlop Limited

         Dunlop Aerospace Limited

         Standard Aero (San Antonio) Inc.

         Dunlop Aerospace Parts Inc.


SCHEDULE 2

                                    LENDERS

         Mizuho Corporate Bank, Ltd.

         The Bank of Nova Scotia

         The Royal Bank of Scotland Plc

         The Governor and Company of the Bank of Scotland

         Dresdner Bank AG London Branch

         ABN AMRO Bank N.V.

         General Electric Capital Corporation

         GE Leveraged Loans Limited

         UFJ Bank Limited

         Sumitomo Mitsui Banking Corporation Europe Limited

         PPM UK Limited

         UBS AG

         Lloyds TSB Bank Plc

         Duchess I CDO S.A.

         Panther CDO

         Allied Irish Banks, plc.


SCHEDULE 3

                         CONDITIONS PRECEDENT DOCUMENTS


1. Receipt by the Facility Agent (in form and substance satisfactory to it) of
each of the following: (a) a certified copy of a resolution of the board of
directors of the Company: (i) approving the terms of, and the transactions
contemplated by, the Additional Finance Documents and the
                           Original Credit Agreement as supplemented and
                           amended by the Fifth Supplemental Agreement;

(ii)              confirming that it has due authority, pursuant to Clause 2.4
                  (Obligors' Agent) of the Original Credit Agreement, from each
                  other Obligor to execute the Additional Finance Documents as
                  Obligors' Agent on its behalf; and

(iii)             authorising specified persons to execute the Additional
                  Finance Documents;

(b)               a certificate from the Obligors' Agent confirming that there
                  has been no change to the constitutional documents of the
                  Obligors from those previously delivered to the Facility
                  Agent or, if there has been any such change, specifying the
                  changes together with a copy of the articles of association
                  of the Company;

(c)               a certificate signed by two directors of the Company
                  confirming that there is no outstanding Default; (d) (i) a
                  certificate signed by two directors of the Issuer confirming
                  receipt by it of $125,000,000
                           (subject to rounding adjustments) less Bond Costs in
                           cash, being the proceeds of the issue of the
                           Additional Bonds;

(ii)                       evidence that the amount referred to in the
                           certificate referred to in sub-paragraph (d)(i) of
                           this Schedule 3 has been on-lent by the Issuer to
                           Holdco and a copy of the inter company loan
                           therefor;

(iii)                      an amendment agreement to the Priority Agreement to
                           be entered into by the Senior Creditors (as defined
                           in the Priority Agreement) and the Obligors amending
                           clause 8.2 of the Priority Agreement by inserting at
                           the end of that clause the following sub-clause (c):

                           "(c)     Notwithstanding paragraphs (a) and (b)
                                    above no member of the Group may pay, repay
                                    or prepay any amount outstanding under the
                                    Issuer/Holdco Loan (I) without the prior
                                    written consent of the Majority Creditors
                                    or (II) unless no Event of Default has
                                    occurred and the payment is funded by the
                                    proceeds of a Permitted Withdrawal and such
                                    proceeds are within 5 days used by the
                                    Issuer to redeem the Redemption Bonds in
                                    accordance with Clause 21.48(c) of the
                                    Senior Credit Agreement.

                                    For the purposes of this Clause 8.2,

                           "Issuer/Holdco Loan" means the loan made (in an
                           amount equal to $125,000,000 (subject to rounding
                           adjustments) less Bond Costs) from the proceeds of
                           the issue of the Additional Bonds by the Issuer to
                           Holdco on or before the Fifth Amendment Effective
                           Date."

(iv)              confirmation that Holdco has deposited an amount of
                  $25,000,000 of the proceeds of the issue of the Additional
                  Bonds in an interest bearing blocked account (the CASH
                  ACCOUNT) in the name of Holdco held with the Security Agent
                  or a Lender;

(v)               a first fixed charge granted under a Security Document over
                  the Cash Account and the debt represented thereby and such
                  document matters and things that are required by clause
                  19.3(e) of the Original Credit Agreement in relation thereto
                  (such clause being incorporated herein (with respect to such
                  Security Document) mutatis mutandis; and

(vi)              a letter between Holdco and the Facility Agent designating
                  the Cash Account as the "Bond Proceeds Blocked Account" for
                  the purposes of the Original Credit Agreement as amended and
                  supplemented by the Fifth Supplemental Agreement.

(e)               evidence that all fees and expenses due and payable by the
                  Company under this Fifth Supplemental Agreement have been
                  paid in full;

(f)               a certified copy of each duly executed Additional Bond
                  Document and evidence that the Additional Bonds were issued
                  at par, a discount of no greater than 5 per cent. or a
                  premium;

(g)               a letter of confirmation from the Investors that the
                  Investors have authorised the (pound)30,000,000 ALL cash
                  subscription by them for shares in the Company as
                  contemplated by clause 23.1(aa) of the Original Credit
                  Agreement (which are permitted to be so subscribed by clause
                  21.18 of the Original Credit Agreement);

(h)               the Revised Business Plan;

(i)               written confirmations in the agreed form from Lenders'
                  counsel in each relevant jurisdiction confirming that all
                  guarantees and security given in favour of the Lenders in
                  respect of the Facilities will not be affected by the
                  amendments to Original Credit Agreement made hereby.
                                  SIGNATORIES


                      TO THE FIFTH SUPPLEMENTAL AGREEMENT



         COMPANY

         DUNLOP STANDARD AEROSPACE GROUP LIMITED

         By:



         THE OBLIGORS' AGENT (on behalf of each Obligor other than the Company)

         DUNLOP STANDARD AEROSPACE GROUP LIMITED (as Obligors' Agent)

         By:



         ARRANGER

         MIZUHO CORPORATE BANK, LTD.

         By:



         FACILITY AGENT (for and on behalf of itself and the other Lenders)

         MIZUHO CORPORATE BANK, LTD.

         By:



         SECURITY AGENT

         MIZUHO CORPORATE BANK, LTD.

         By:



         SYNDICATION AGENT

         MIZUHO CORPORATE BANK, LTD.

         By: