EXHIBIT 4.3


THIS SECOND SUPPLEMENTAL AGREEMENT is dated 7th May, 1999 between:

(1)      DUNLOP STANDARD AEROSPACE GROUP LIMITED (registered no. 3573726) an
         English company with its registered office at 10 Snow Hill, London
         EC1A 2AL (the "Company");

(2)      THE OBLIGORS listed in Schedule 1;

(3)      THE FUJI BANK, LIMITED as arranger of the Facilities (in this
         capacity the "Arranger");

(4)      THE FUJI BANK, LIMITED as agent for the Lenders set out in Schedule 2
         (in this capacity the "Facility Agent");

(5)      THE FUJI BANK, LIMITED as security agent and trustee for the Lenders
         (in this capacity the "Security Agent"); and

(6)      THE FUJI BANK, LIMITED as syndication manager (in this capacity the
         "Syndication Agent").

WHEREAS:

(A)      This Second 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, the
         "Original Credit Agreement") made between, inter alia, 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)      Dunlop Standard Aerospace Holdings plc (the "Issuer") proposes to
         issue certain Bonds (as defined below) and has requested certain
         amendments to the Senior Finance Documents.

(C)      The parties to this Second 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)      In this Second Supplemental Agreement:

         (i)      "Bonds" means the $225,000,000 Senior Notes due May 2009
                  issued or to be issued by the Issuer;

         (ii)     "Bond Documents" means the Offering Circular, Indenture,
                  Purchase Agreement, Registration Rights Agreement and any
                  other agreements or documents to which the Issuer is a party
                  pursuant to which the Bonds are issued or otherwise relating
                  to the Bonds.

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

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

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

2.       AMENDMENTS TO THE ORIGINAL CREDIT AGREEMENT

(a)      The parties to this Second Supplemental Agreement hereby agree for
         themselves and for their successors, transferees and assigns pursuant
         to the Original Credit Agreement that, subject to paragraph (b)
         below, upon the Facility Agent confirming to the Company and the
         Lenders satisfaction of the conditions set out in Schedule 3 hereto,
         the Original Credit Agreement shall be supplemented and amended by
         this Second Supplemental Agreement as follows:

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

                  (A)      in the definition of "Ancillary Bank", the word
                           "Bank" shall be deleted and replaced by the word
                           "Lender", other than where it appears in
                           conjunction with the word "Ancillary";

                  (B)      new definitions in the following terms shall be
                           inserted:

                           ""Bonds" means the $225,000,000 Senior Notes due
                           2009 issued by the Issuer.

                           "Bond Documents" means the Indenture, Registration
                           Rights Agreement and Purchase Agreement relating to
                           and as defined in the Bonds and any other agreement
                           or document to which the Issuer is a party
                           governing the terms of the Bonds or their issue.";

                  (C)      the definition of "Bridge Documents" shall be
                           deleted;

                  (D)      paragraph (b) of the definition of "Finance
                           Documents" shall be deleted and replaced by the
                           following:

                           "(b) when designated "Subordinated", the Bridge
                           Facility Agreement; and";

                  (E)      in the definition of "Material Adverse Effect", the
                           words ", the Subordinated Facility Agreement" shall
                           be deleted;

                  (F)      a new definition in the following terms shall be
                           inserted:

                           ""Second Supplemental Agreement" means the second
                           supplemental agreement which amends and supplements
                           this Agreement dated [ ] May, 1999 between, inter
                           alia, the Company, the Obligors, the Lenders and
                           The Fuji Bank, Limited as Facility Agent and
                           Security Agent.";

                  (G)      a new definition in the following terms shall be
                           inserted:

                           ""Issuer" means Dunlop Standard Aerospace Holdings
                           plc";

                  (H)      the definitions of "Subordinated Borrower",
                           "Subordinated Documents", "Subordinated Facility
                           Agreement" and "Subordinated Lenders" shall be
                           deleted;

         (ii)     Clause 2.2(m) (Limitations) of the Original Credit Agreement
                  shall be amended such that after the words "Tranche B" there
                  shall be inserted the word "Advances";

         (iii)    Clause 7 (Ancillary Facilities) of the Original Credit
                  Agreement shall be amended by the deletion of the word
                  "Bank" and the replacement thereof by the word "Lender"
                  wheresoever it appears, other than in conjunction with the
                  word "Ancillary", in such Clause 7;

         (iv)     Clause 21.4(a) (Notifications) of the Original Credit
                  Agreement shall be amended such that the words "any Obligor
                  to the facility agent under the Subordinated Finance
                  Documents or to the bond trustee under any bonds or notes
                  issued by the Subordinated Borrower" shall be deleted and
                  replaced by the following:

                  "the Issuer to any bond trustee under the Bond Documents and
                  copies of all accounts and other information filed by the
                  Issuer with the Securities and Exchange Commission in
                  relation to the Bonds";

         (v)      Clause 21.10(a) (Borrowing) of the Original Credit Agreement
                  shall be amended such that the words "Subordinated Finance"
                  shall be deleted and replaced by the word "Bond" and the
                  words "(pound)125,000,000 (or its equivalent in other
                  currencies)" shall be deleted and replaced by
                  "$225,000,000";

         (vi)     Clause 21.16(b) (Loans out) of the Original Credit Agreement
                  shall be deleted and replaced by the following:

                  "(b)     loans made by one member of the Group to
                           another member of the Group where:

                           (i) (A) the loan is specified in the Structure
                                   Memorandum; or

                                   (B)      the recipient of the loan is an
                                            Obligor (not being the Issuer or
                                            the Company) and requires the
                                            funds to meet its normal working
                                            capital requirement or to meet its
                                            obligations under the Finance
                                            Documents; or

                                   (C)      loans by a member of the Group
                                            which is not an Obligor to another
                                            member of the Group which is not
                                            an Obligor and which is its
                                            Holding Company or a Subsidiary of
                                            it; and

                           (ii)     in the case of loans to the Issuer only:

                                    (A)     such loans are made to the Issuer
                                            no more than 5 Business Days
                                            before the next scheduled interest
                                            payment due under the Bond
                                            Documents; and

                                    (B)     such loans are for the purpose of
                                            servicing scheduled interest
                                            payments due under the Bond
                                            Documents; and

                                    (C)     all such loans made in the 5
                                            Business Day period before a
                                            scheduled interest payment under
                                            the Board Documents are in an
                                            aggregate amount no greater than
                                            (when aggregated with all other
                                            payments permitted by this Clause
                                            21.16 or by Clause 21.17 to be
                                            made to the Issuer during such 5
                                            Business Day period preceding such
                                            scheduled interest payment date
                                            under the Bond Documents) the
                                            amount of the scheduled interest
                                            payment due under the Bond
                                            Documents on such scheduled
                                            interest payment date; and

                                    (D)     at the time of such loan no Event
                                            of Default has occurred which is
                                            continuing; and

                          (iii)     in the case of loans to the Company only:

                                    (A)     such loans are for the purpose of
                                            financing the payment of the fees
                                            payable under or referred to in
                                            the Shareholders Agreement as in
                                            force on the Signing Date; and

                                    (B)     the aggregate amount of such loans
                                            does not exceed the amount
                                            required to pay such fees; and

                                    (C)     such loans are made to the Company
                                            no more than 5 Business Days
                                            before the next scheduled payment
                                            date for such fees; and

                                    (D)     at the time of such loan no Event
                                            of Default has occurred which is
                                            continuing; or"

         (vii)    Clause 21.17 (Dividends and Fees) of the Original Credit
                  Agreement shall be amended such that:

                  (A)     "(a)" shall be inserted before the words "The
                          Company will not" and the existing "(a)" and "(b)"
                          shall, respectively, be deleted and replaced by
                          "(i)" and "(ii)";

                  (B)     a new sub-Clause 21.17(b) shall be inserted in the
                          following terms:

                          "(b)     Holdco will not declare, make or pay any
                                   dividend (or interest on any unpaid
                                   dividend), charge, fee or other
                                   distribution (whether in cash or in kind)
                                   on or in respect of any of its shares or
                                   distribute any dividend or share premium
                                   reserve account unless:

                    (i)   (A)      such payment is, or is to be, made no more
                                   than 5 Business Days before the next
                                   scheduled interest payment due under the
                                   Bond Documents; and

                                    (B)     such payments are for the purpose
                                            of servicing scheduled interest
                                            payments due under the Bond
                                            Documents; and

                                    (C)     any such payment made in the 5
                                            Business Day period before a
                                            scheduled interest payment under
                                            the Bond Documents is, or will be,
                                            in an aggregate amount no greater
                                            than (when aggregated with all
                                            other payments permitted by this
                                            Clause 21.17 or by Clause 21.16 to
                                            be made to the Issuer during such
                                            5 Business Day period preceding
                                            such scheduled interest payment
                                            date under the Bond Documents) the
                                            amount of the scheduled interest
                                            payment due under the Bond
                                            Documents on such scheduled
                                            interest payment date; and

                                    (D)     no Event of Default has occurred
                                            which is continuing (whether at
                                            the time of declaration or
                                            payment); or

                           (ii)     (A)     such payment is, or is to be, made
                                            no more than 5 Business Days
                                            before the next scheduled payment
                                            date for the fees payable under or
                                            referred to in the Shareholders
                                            Agreement as in force on the
                                            Signing Date; and

                                    (B)     such payments are for the purpose
                                            of financing the payment of the
                                            fees referred to in Clause
                                            21.17(b)(ii)(A) above; and

                                    (C)     the aggregate amount of such
                                            payments does not exceed the
                                            amount required to pay such fees;
                                            and

                                    (D)     no Event of Default has occurred
                                            which is continuing."

         (viii)   Clause 21.18 (Share Capital and Loan Stock) of the Original
                  Credit Agreement shall be amended such that:

                  (A)     in line 3 of sub-Clause 21.18(a), after the words
                          "is financed out of the" there shall be inserted the
                          word "net";

                  (B)     in line 9 of sub-Clause 21.18(a), after the words
                          "under Clause 21.34" there shall be inserted the
                          words "in each case made after the Closing Date";

                  (C)     the words "Subordinated Discharge Date" shall be
                          deleted wheresoever they appear and replaced by the
                          words "Senior Discharge Date";

                  (D)     in sub-Clause 21.18(c) the words "or the Warrant
                          Instrument (as defined in the Bridge Facility
                          Agreement and as in force on the Closing Date)"
                          shall be deleted, and following the words "class of
                          its shares" shall be inserted the word "then" and
                          following the words "in issue" the words "at
                          Closing" shall be deleted;

         (ix)     Clause 21.26 (Amendments to Documents) of the Original
                  Credit Agreement shall be amended by the insertion of a new
                  sub-Clause 21.26(d) in the following terms:

                  "(d)    The Issuer will not, without the prior written
                          consent of the Majority Lenders, supplement, amend
                          or waive (or agree to do so) any of the Bond
                          Documents in any material respect which might
                          adversely effect the interests of the Lenders under
                          the Senior Finance Documents.";

         (x)      Clause 21.35 (Holding Company) of the Original Credit
                  Agreement shall be amended such that:

                  (A)     in sub-Clause 21.35(a) before the words "or acquire"
                          there shall be inserted the word ", own";

                  (B)     in sub-Clause 21.35(a) the words "Dunlop Standard
                          Aerospace Holdings Limited or the Subordinated
                          Borrower (if different)" shall be deleted and
                          replaced by the words "the Issuer";

                  (C)     sub-Clause 21.35(b) shall be deleted and replaced by
                          the following:

                          "The Issuer shall not carry on any business other
                          than the business of a holding company or hold, own
                          or acquire any assets other than shares in Holdco,
                          Cash, Cash Equivalent Investments and the benefit of
                          the intercompany loan in a principal amount of
                          (pound)125,000,000 (or its equivalent in other
                          currencies) between the Issuer and Holdco without
                          the prior written consent of the Majority Lenders.";

         (xi)     Clause 21.36 (Subordinated Debt) of the Original Credit
                  Agreement shall be amended such that:

                  (A)     sub-Clauses 21.36(a) and 21.36(b) and "(c)" shall be
                          deleted; and

                  (B)     following the words "or purchase" the words "or
                          defease" shall be inserted and following the words
                          "payments of scheduled interest" there shall be
                          inserted the words "(including any Additional Amount
                          (as defined in the Bond Documents))";

         (xii)    Clause 21.39 (The Company and the Subordinated Borrower) of
                  the Original Credit Agreement shall be deleted and replaced
                  by the following:

                  "21.39  The Company and the Issuer

                  (a)      Neither the Company nor the Issuer will at any time
                           hold Cash or Cash Equivalent Investments in amounts
                           greater than (in the case of the Issuer) that
                           required for the next scheduled interest payment
                           due under the Bond Documents or (in the case of the
                           Company) that required for the next scheduled
                           payment of fees payable under or as referred to in
                           the Shareholders Agreement (as in force at the
                           Signing Date) and in either case such other amounts
                           as are reasonably required for its other forecast
                           cash requirements arising in the ordinary course of
                           its business for the next three months.

                  (b)      To the extent that the Company or the Issuer holds
                           or receives any cash in excess of the amount
                           permitted under paragraph (a) above, it will
                           promptly lend such cash on a subordinated basis to
                           Holdco or apply such cash in subscribing for shares
                           in the Issuer or Holdco as the case may be.";

         (xiii)   Clause 23.1 (Events of Default) of the Original Credit
                  Agreement shall be amended such that:

                  (A)     in the proviso to sub-Clause 23.1(g), before the
                          words "Material Group Subsidiary" there shall be
                          inserted the word "relevant";

                  (B)     in sub-Clause 23.1(j)(i), at the end thereof
                          following the words "that Obligor" there shall be
                          inserted the words "or that Material Group
                          Subsidiary";

                   (C)    sub-Clause 23.1(s) shall be deleted and replaced by
                          the following:

                          "(s)     Bonds: any event of default occurs under
                                   any of the Bond Documents; or"; and

         (xiv)    Clause 29.2(b) (Exceptions) of the Original Credit Agreement
                  shall be amended by the insertion of the word "scheduled"
                  before the word "payment".

(b)      The waivers set out in Clause 6 and 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 30th September, 1999.

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 Second Supplemental Agreement and the
                  transactions contemplated by this Second Supplemental
                  Agreement (including, without limitation, under the Original
                  Credit Agreement as supplemented and amended by this Second
                  Supplemental Agreement).

         (b)      Legal Validity: Subject to the Reservations, this Second
                  Supplemental Agreement constitutes, and the Original Credit
                  Agreement when supplemented and amended by this Second
                  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 Second Supplemental
                  Agreement and the Original Credit Agreement (as supplemented
                  and amended by this Second Supplemental Agreement) and (in
                  the case of the Issuer) the Bond Documents 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 Second
                           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 Second
                           Supplemental Agreement on their behalf.

         (e)      Bonds: The Issuer has the power and authority to enter into
                  and has taken all necessary action to authorise the entry
                  into of the Bond Documents and the issue of the 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.

4.       INCORPORATION

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

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

(c)      Except as otherwise expressly provided in this Second 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 Second 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.       WAIVERS

(a)      Subject to Clause 2(b), the Majority Lenders consent, for the
         purposes of Clause 21.36(b) (Subordinated Debt) of the Original
         Credit Agreement, to the issue of the Bonds on the terms set out in
         the draft Offering Memorandum initialled by the Facility Agent and
         the Company on the date of this Second Supplemental Agreement for the
         purposes of identification, provided that the rate of interest on the
         Bonds is less than 12.5% per annum.

(b)      The Lenders reserve all rights and remedies that they have in
         relation to any outstanding Default.

7.       MISCELLANEOUS

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

8.       COUNTERPARTS

         This Second 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 Second Supplemental
         Agreement.

9.       GOVERNING LAW

         This Second Supplemental Agreement is governed by English law.

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


<PAGE>

                                  SCHEDULE 2

                                    Lenders


The Fuji Bank, Limited

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

The Industrial Bank of Japan Limited


<PAGE>

                                  SCHEDULE 3

                             Conditions Precedent


Receipt by the Facility Agent (in form and substance satisfactory to it) of
each of the following:

         1.       A certified copy of a resolution of the board of directors
                  of the Obligors' Agent (a) approving the terms of, and the
                  transactions contemplated by, the Second Supplemental
                  Agreement and the Original Credit Agreement as supplemented
                  and amended by the Second Supplemental Agreement, (b) 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 Second Supplemental Agreement as
                  Obligors' Agent on its behalf and (c) authorising specified
                  persons to execute the Second Supplemental Agreement.

         2.       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.

         3.       Certified copies of the Bond Documents.

         4.       A certificate signed by two directors of the Issuer
                  confirming receipt by it of $225,000,000 (net of fees and
                  expenses relating to the issue of the Bonds) in cash, being
                  the proceeds of the issue of the Bonds and a copy of
                  irrevocable payment instructions by the Issuer to pay such
                  amount to or to the order of:

                  (i)      as to the amount (as confirmed by The Fuji Bank,
                           Limited as agent under the Bridge Facility
                           Agreement (the "Bridge Agent")) required to repay
                           all amounts due under or pursuant to the Bridge
                           Facility Agreement, The Fuji Bank, Limited as the
                           Bridge Agent; and

                  (ii)     as to the remainder, The Fuji Bank, Limited as the
                           Facility Agent (for application in prepayment of
                           the Term Advances pro rata).

         5.       A certificate signed by two directors of the Company
                  confirming that there is then no outstanding Default.

         6.       A legal opinion of Allen & Overy, English legal advisers to
                  the Lenders.

<PAGE>


               SIGNATORIES TO THE SECOND SUPPLEMENTAL AGREEMENT


Company

DUNLOP STANDARD AEROSPACE GROUP LIMITED

By:      KEN TERRY


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

DUNLOP STANDARD AEROSPACE GROUP LIMITED (as Obligors' Agent)

By:      KEN TERRY


Arranger

THE FUJI BANK, LIMITED

By:      PAUL CARMAN


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

THE FUJI BANK, LIMITED

By:      PAUL CARMAN


Security Agent

THE FUJI BANK, LIMITED

By:      PAUL CARMAN


Syndication Agent

THE FUJI BANK, LIMITED

By:      PAUL CARMAN

BK:618410.4



<PAGE>

                                                              CONFORMED COPY


                              SECOND SUPPLEMENTAL
                                   AGREEMENT



                              DATED 7th May, 1999



                                    Between



                    DUNLOP STANDARD AEROSPACE GROUP LIMITED
        and certain of its Subsidiaries as Borrowers and/or Guarantors

                            THE FUJI BANK, LIMITED
                                  as Arranger

                                  THE LENDERS

                            THE FUJI BANK, LIMITED
                     as Facility Agent and Security Agent

                                      and

                            THE FUJI BANK, LIMITED
                             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
                 _____________________________________________







                                ALLEN & OVERY
                                    London
<PAGE>




                                   CONTENTS

Clause                                                                   Page

1.       Interpretation.....................................................1
2.       Amendments to the Original Credit Agreement........................2
3.       Representations and Warranties.....................................7
4.       Incorporation......................................................9
5.       Guarantees and Security............................................8
6.       Waivers............................................................8
7.       Miscellaneous......................................................9
8.       Counterparts.......................................................9
9.       Governing Law......................................................9


Schedules

Schedule 1 - The Obligors..................................................10
Schedule 2 - Lenders.......................................................11
Schedule 3 - Conditions Precedent..........................................12

Signatories................................................................13