THIS THIRD SUPPLEMENTAL AGREEMENT is dated 15th February, 2002 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)      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 Third 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 and a Second
         Supplemental Agreement dated 7th May, 1999, 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)      The Company has requested certain amendments to the Senior Finance
         Documents.

(C)      The parties to this Third 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 Third 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 Third Supplemental Agreement.

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

2.       AMENDMENTS TO THE ORIGINAL CREDIT AGREEMENT

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

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

                  (A)      the following definition will be inserted in Clause
                           1.1 (Definitions):

                           "CF 34 Project" means the business to be conducted
                           by the Group in connection with the maintenance,
                           repair and overhaul service agreement for General
                           Electric CF 34 engines dated 10th September, 2001;
                           and

                  (B)      the references to "31st January, 2000" and "31st
                           January, 2001" in the definition of "Investors
                           Capex Contribution Amount" will be deleted and
                           replaced by "30th September, 2002" and "30th June,
                           2003" respectively;

                  (C)      the definition of "Margin" will be deleted and
                           replaced by:

                          "Margin" means:

                           (a)      in respect of any Tranche A Advance or
                                    Tranche D Utilisation, two per cent
                                    (2.00%) per annum, save as adjusted
                                    pursuant to Clause 10.4;

                           (b)      in respect of any Tranche B Advance, two
                                    point five per cent (2.50%) per annum; and

                           (c)      in respect of any Tranche C Advance or
                                    Tranche E Utilisation, two point seven
                                    five per cent (2.75%) per annum.

         (ii)     Clause 3 (c) (Purpose) of the Original Credit Agreement
                  shall be amended by the addition of the words "incurred in
                  connection with the CF 34 Project" after the words "Capital
                  Expenditure";

         (iii)    the words "the Margin shall be one point six two five per
                  cent." to "one per cent (1.00%) per annum" (inclusive) in
                  Clause 10.4 (Margin Adjustment) shall be deleted and
                  replaced by:

                  "the Margin shall be one point eight seven five per cent.
                  (1.875%) per annum, if the test in sub-paragraph (II) above
                  is met the Margin shall be one point six two five per cent
                  (1.625%) per annum and if the test in sub-paragraph (III)
                  above is met the Margin shall be one point two five per cent
                  (1.25%) per annum",

                  and the words "one point seven five zero per cent (1.750%)
                  per annum" in paragraph (B) of that Clause will be deleted
                  and replaced by "two per cent (2.00%) per annum";

         (iv)     The "." at the end of paragraph (xii) of the definition of
                  "Consolidated Cash Flow" in Clause 22.1 (a) (Definitions)
                  with be replaced by a ";" and a new paragraph (xiii) will be
                  added to that Clause as follows:

                  "plus the amount of any loan drawn down during that period
                  by a member of the Group, from a governmental institution to
                  fund Capital Expenditures by a member of the Group";

         (v)      the table set out in Clause 22.2 (a) (Consolidated EBIT to
                  Consolidated Net Interest Payable) will be amended so that
                  the values set out in Column Y of that table opposite the
                  dates set out below will be as set out below opposite those
                  dates:


                            Dates                                      Y
                  31st December, 2001                                 1.55
                  31st March, 2002                                    1.55
                  30th June, 2002                                     1.60
                  30th September, 2002                                1.65
                  31st December, 2002                                 1.70
                  31st March, 2003                                    1.75
                  30th June, 2003                                     1.80
                  30th September, 2003                                1.80
                  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
                  30th September, 2006                                2.15
                  31st December, 2006                                 2.20
                  31st March, 2007                                    2.20
                  30th June, 2007                                     2.20
                  30th September, 2007                                2.20

         (vi)     the table set out in Clause 22.2 (c) (Total Net Debt to
                  Consolidated Net Worth) will be amended so that the values
                  set out in column B of that table opposite the dates set out
                  below will be as set out below opposite those dates:

                            Dates                                             B
                  31st December, 2001                                 2.45
                  30th June, 2002                                     1.90
                  31st December, 2002                                 1.90
                  30th June, 2003                                     1.65
                  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
                  30th June, 2006                                     1.50
                  31st December, 2006                                 1.50
                  30th June, 2007                                     1.50

         (vii)    the table set out in Clause 22.2 (d) (Total Net Senior Debt
                  to Consolidated EBITDA) will be amended so that the values
                  set out in column Y of that table opposite the dates set out
                  below will be as set out below opposite those dates:

                          Dates                                              Y
                  31st December, 2001                                 3.65
                  30th June, 2002                                     3.00
                  31st December, 2002                                 3.00
                  30th June, 2003                                     2.60
                  31st December, 2003                                 2.60
                  30th June, 2004                                     2.55
                  31st December, 2004                                 2.55
                  30th June, 2005                                     2.55
                  31st December, 2005                                 2.50
                  30th June, 2006                                     2.50
                  31st December, 2006                                 2.45
                  30th June, 2007                                     2.45

         (viii)   the table set out in Clause 22.3 (a) (Capital Expenditure)
                  will be amended so that the values set out in column (2) of
                  that table opposite the dates set out below will be as set
                  out below opposite those dates:

                            (1)                                        (2)
                  Accounting Dates                          Capital Expenditure
                  31st December, 2001                             29,800,000
                  31st December, 2002                             41,200,000
                  31st December, 2003                             25,300,000
                  31st December, 2004                             25,700,000
                  31st December, 2005                             28,400,000
                  31st December, 2006                             26,500,000
                  31st December, 2007                             27,500,000
                  ; and


         (ix)     the "." at the end of paragraphs "(t)(iii)" and "(y)" of
                  Clause 23.1 (Events of Default) shall be deleted and
                  replaced by "; or" and a new paragraph (z) will be added to
                  that Clause as follows:

                  "(z)    Investors Capex Contributions": any Investors Capex
                          Contribution Amount is not invested in the Company
                          by the relevant date referred to the definition of
                          that term in Clause 1.1 (Definitions)."

(b)      The cancellation referred to 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 28th February, 2002.

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

         (b)      Legal Validity: Subject to the Reservations, this Third
                  Supplemental Agreement constitutes, and the Original Credit
                  Agreement when supplemented and amended by this Third
                  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 Third Supplemental
                  Agreement and the Original Credit Agreement (as supplemented
                  and amended by this Third 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 Third 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 Third Supplemental Agreement on their
         behalf.

4.       INCORPORATION

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

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

(c)      Except as otherwise expressly provided in this Third 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 Third 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.       CANCELLATION OF TRANCHE E COMMITMENTS

(a)      Subject to Clause 2(b), the Tranche E Commitments of each lender will
         as from the date of this Third Supplemental Agreement be reduced and
         cancelled by a pro rata amount such that following that reduction and
         cancellation the aggregate of the Tranche E Commitment is
         (pound)49,100,000.

(b)      No Borrower may deliver a request for utilisation of the Tranche E
         Facility on or after the date of this Third Supplemental Agreement
         until the condition set out in Clause 2 (b) has been satisfied.

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

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

8.       COUNTERPARTS

         This Third 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 Third Supplemental
         Agreement.

9.       GOVERNING LAW

         This Third Supplemental Agreement is governed by English law.

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

ABN AMRO Bank N.V.

General Electric Corporation

Sanwa International Plc

Sumitomo Mitsui Banking Corporation

PPM UK Limited

UBS AG

Abbey National Treasury Services

Lloyds TSB Bank plc

<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 Third Supplemental Agreement
                           and the Original Credit Agreement as supplemented
                           and amended by the Third 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
                           Third Supplemental Agreement as Obligors' Agent on
                           its behalf; and

                  (iii)    authorising specified persons to execute the Third
                           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;

         (d)      a legal opinion of Allen & Overy, English legal advisers to
                  the Lenders;

         (e)      an undertaking (the "Undertaking") made by the limited
                  partnerships together constituting the Doughty Hanson Fund
                  III (the "Limited Partnerships") in favour of the Company to
                  subscribe for Preference Shares in the capital of the
                  Company in an amount of (pound)5,000,000 on or before each
                  of 30th September, 2002 and 30th June, 2003 or, if earlier,
                  in full on the occurrence of an Event of Default together
                  with an assignment of the benefit of the Undertaking by the
                  Company to the Security Agent (the "Assignment") and
                  acknowledgements of the notices of the Assignment duly
                  executed by each Limited Partnership;

         (f)      a legal opinion of Lovells regarding the Undertaking; and

         (g)      a duly executed fees letter in connection with this Third
                  Supplemental Agreement.

2.       The Facility Agent has received the fees set out in the fees letter
         referred to in paragraph 1.(g) above.

<PAGE>

                SIGNATORIES TO THE THIRD 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:      DAVID UNRUH
         KEN TERRY

Arranger

THE FUJI BANK, LIMITED

By:      JAMES FORSTER


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

THE FUJI BANK, LIMITED

By:      JAMES FORSTER


Security Agent

THE FUJI BANK, LIMITED

By:      JAMES FORSTER


Syndication Agent

THE FUJI BANK, LIMITED

By:      JAMES FORSTER


<PAGE>





                                                              CONFORMED COPY


                              THIRD SUPPLEMENTAL
                                   AGREEMENT



                           DATED 15th February, 2002



                                    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
                      and a Second Supplemental Agreement
                              dated 7th May, 1999
                 _____________________________________________





                                ALLEN & OVERY
                                    London



<PAGE>



                                   CONTENTS

Clause                                                                    Page

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


Schedules

Schedule 1 - The Obligors...................................................8
Schedule 2 - Lenders........................................................9
Schedule 3 - Conditions Precedent..........................................10

Signatories................................................................11

<PAGE>