EXHIBIT 4.5



THIS FOURTH SUPPLEMENTAL AGREEMENT is dated 17th January, 2003 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 Fourth 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 and a Third Supplemental
         Agreement dated 15th February, 2002, the "Original Credit Agreement")
         made between, inter alios, the Parent, the Arranger, the Original
         Lenders and 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 Fourth 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 Fourth 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 Fourth Supplemental Agreement.

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

2.       Amendments to the Original Credit Agreement

(a)      The parties to this Fourth 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 its
         satisfaction of the conditions set out in Schedule 3 hereto, the
         Original Credit Agreement shall be supplemented and amended by this
         Fourth Supplemental Agreement as follows:

         (i)      Clause 8.5(b) (Tranche E Facility) of the Original Credit
                  Agreement shall be deleted and replaced by:

                  "(b)     The Tranche E Repayment Instalments shall be
                           applied first in repayment of all Tranche E
                           Advances (other than a Tranche E Advance made to a
                           Borrower resident in Canada) pro rata until such
                           Tranche E Advances are repaid or prepaid in full,
                           second in repayment of all Tranche E Advances made
                           to Borrowers resident in Canada pro rata until such
                           Tranche E Advances are repaid or prepaid in full,
                           third in prepayment of all Tranche E Utilisations
                           made by way of Documentary Credit (other than a
                           Tranche E Utilisation made by way of a Documentary
                           Credit on account of a Borrower resident in Canada)
                           pro rata until such Tranche E Utilisations are
                           repaid or prepaid in full and fourth in repayment
                           of all Tranche E Utilisations made by way of
                           Documentary Credit on account of Borrowers resident
                           in Canada pro rata until such Tranche E
                           Utilisations are repaid or prepaid in full."

         (ii)     Clause 22.1 (Definitions) of the Original Credit Agreement
                  shall be amended such that in Subclause 22.1(a):

                  (A)      in the definition of "Consolidated Cash Flow" in
                           sub-paragraph (xi) the word "plus" shall be
                           deleted, and in its place shall be inserted the
                           word, "minus";

                  (B)      the "and" at the end of paragraph (v) of the
                           definition of "Consolidated EBIT" shall be deleted,
                           and a new paragraph (vi) will be added to that
                           Clause as follows:

                           "after adding back any costs (in a maximum amount
                           not exceeding (pound)3,500,000) incurred and
                           defrayed during the annual Accounting Period ending
                           on or about 31st December, 2002, in connection with
                           any proposed initial public offer by the Company;
                           and",

                  and      the existing paragraph "(vi)" will become paragraph
                           "(vii)";

                  (C)      paragraph (ii) of the definition of "Restructuring
                           Costs" shall be amended:

                           (1)      by the addition of the words "or, in
                                    respect of the annual Accounting Period
                                    ending on or about 31st December, 2002,
                                    (pound)600,000" after the words "not
                                    exceeding (pound)250,000";

                           (2)      the words, "in each case" shall be added
                                    after the word "(or" the first time it
                                    appears; and

                           (3)      the amount "(pound)1,000,000" shall be
                                    deleted and replaced by the amount
                                    "(pound)1,350,000".

         (iii) Clause 1.1 (Definitions) of the Original Credit Agreement shall
be amended such that:

                  (A)      the definition of "Capital Expenditure" shall be
                           amended such that the words, ": (a) subject to
                           paragraph (b) below," shall be added after the
                           words "Capital Expenditure means" and, the "." at
                           the end of that definition shall be deleted and in
                           its place shall be inserted the following: "; (b)
                           for the purposes of this definition, any
                           expenditure constituted by Recoverable A380
                           Investment Costs made in the period 31st December,
                           2002 to 31st December, 2005 in an aggregate amount
                           not exceeding (pound)5,200,000 and which is
                           accounted for as prepaid expenses or debtors in the
                           audited consolidated Accounts of the Group in
                           accordance with Applicable Accounting Principles
                           shall be excluded"; and

                  (B)      the following new definition shall be added:

                           ""Recoverable A380 Investment Costs" means the
                           investment costs incurred by the Company in
                           relation to the development of the A380 and which
                           are certified by the Company to the Banks prior to
                           their incurrence as recoverable by the Company from
                           Airbus Industrie".

(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 before close of business in London on 31st
         January, 2003.

3.       Representations and Warranties

         Each Obligor represents and warrants to the Agents and each Lender
         that on the date hereof and on the date on which the Original Credit
         Agreement is amended as set out in Clause 2:

         (a)      Powers and authority: It has the power to enter into and has
                  taken all necessary action to authorise the entry into and
                  delivery of, this Fourth Supplemental Agreement and the
                  transactions contemplated by this Fourth Supplemental
                  Agreement (including, without limitation, under the Original
                  Credit Agreement as supplemented and amended by this Fourth
                  Supplemental Agreement).

         (b)      Legal Validity: Subject to the Reservations, this Fourth
                  Supplemental Agreement constitutes, and the Original Credit
                  Agreement when supplemented and amended by this Fourth
                  Supplemental Agreement will constitute, its legal, valid and
                  binding obligation.

         (c)      Non-conflict: The entry into and performance by it of, and
                  the transactions contemplated by, this Fourth Supplemental
                  Agreement and the Original Credit Agreement (as supplemented
                  and amended by this Fourth 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.

         (d)      Authorisations:

(i)      All authorisations required by any Obligor in connection with the
         entry into, performance, validity and enforceability of, and the
         transactions contemplated by this Fourth Supplemental Agreement
         (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 Fourth Supplemental Agreement on their
         behalf.

4.       Incorporation

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

(b)      This Fourth Supplemental Agreement shall, from the date of this
         Fourth Supplemental Agreement, be deemed to be incorporated as part
         of the Original Credit Agreement.

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

5.       Guarantees and Security

         Each Guarantor consents to the amendments to the Original Credit
         Agreement as set out in Clause 2 of this Fourth 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.

6.       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 Fourth Supplemental Agreement as though they were
         set out in this Fourth Supplemental Agreement in full, but as if
         references in those Clauses to the Original Credit Agreement were
         references to or included this Fourth Supplemental Agreement.

(b)      Unless expressly provided to the contrary in this Fourth Supplemental
         Agreement, a person who is not a party to this Fourth Supplemental
         Agreement may not enforce or enjoy the benefit of any of its terms
         under the Contracts (Rights of Third Parties) Act 1999.

7.       Counterparts

         This Fourth 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 Fourth Supplemental
         Agreement.

8.       Governing Law

         This Fourth Supplemental Agreement is governed by English law.

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

<PAGE>

                                  SCHEDULE 1


The Obligors (other than the Company)

Dunlop Standard Aerospace (UK) Limited

Serck Aviation Limited

Dunlop Standard Aerospace Overseas Limited

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.

<PAGE>

                                  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 Corporation

UFJ Bank Limited

Sumitomo Mitsui Banking Corporation

PPM UK Limited

UBS AG

Abbey National Treasury Services

Lloyds TSB Bank Plc

Duchess I CDO S.A.

Panther CDO

Allied Irish Bank



<PAGE>

                                  SCHEDULE 3

                             Conditions Precedent

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 Fourth Supplemental Agreement
                           and the Original Credit Agreement as supplemented
                           and amended by the Fourth Supplemental Agreement;

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

                  (iii)    authorising specified persons to execute the Fourth
                           Supplemental Agreement and the Assignment (as
                           defined below);

         (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 then no outstanding Default; and

         (d)      a certificate signed by two directors of the Company
                  confirming that under the contract with Airbus, Company's
                  investment costs incurred pursuant to the A380 (up to at
                  least the equivalent of (pound)5,200,000) are recoverable
                  from Airbus Industrie in December 2005, contingent only upon
                  the High Density Carbon Brake being certified and TSO
                  approved in Airbus' laboratory, delivered and available for
                  installation on the Airbus Flight Test Aircraft. In the
                  event that approval extends beyond December 2005, payment
                  will be made 90 days after such laboratory qualification and
                  TSO approval.

<PAGE>

               SIGNATORIES TO THE FOURTH SUPPLEMENTAL AGREEMENT


Company

DUNLOP STANDARD AEROSPACE GROUP LIMITED

By:      DAVID UNRUH


The Obligors' Agent (on behalf of each Obligor other than the Company)

DUNLOP STANDARD AEROSPACE GROUP LIMITED (as Obligors' Agent)

By:      DAVID UNRUH


Arranger

MIZUHO CORPORATE BANK, LTD.

By:      SIMON HEYWOOD


Facility Agent (for and on behalf of itself and the other Lenders)

MIZUHO CORPORATE BANK, LTD.

By:      SIMON HEYWOOD


Security Agent

MIZUHO CORPORATE BANK, LTD.

By:      SIMON HEYWOOD


Syndication Agent

MIZUHO CORPORATE BANK, LTD.

By:      SIMON HEYWOOD



BK:1024488.8

<PAGE>

                                                          CONFORMED COPY






                              FOURTH SUPPLEMENTAL
                                   AGREEMENT



                           DATED 17th January, 2003



                                    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 and a Third Supplemental
                      Agreement dated 15th February, 2002
                 _____________________________________________





                                 ALLEN & OVERY
                                    London




<PAGE>





                                   CONTENTS

Clause                                                                   Page

1.       Interpretation...................................................1
2.       Amendments to the Original Credit Agreement......................2
3.       Representations and Warranties...................................3
4.       Incorporation....................................................4
5.       Guarantees and Security..........................................4
6.       Miscellaneous....................................................5
7.       Counterparts.....................................................5
8.       Governing Law....................................................5

Schedules

1.       The Obligors.....................................................6
2.       Lenders..........................................................7
3.       Conditions Precedent.............................................8

Signatories...............................................................9