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SUPPLEMENTAL INDENTURE

Indenture Agreement

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This Indenture Agreement involves

3091781 Nova Scotia Company | 3091782 Nova Scotia Company | 3091783 Nova Scotia Company | Dunlop Aerospace Parts Inc | Dunlop Standard Aerospace (Nederland) BV | Dunlop Standard Aerospace (US) Inc | Dunlop Standard Aerospace (US) Legal, Inc | Not FM Canada Inc | Standard Aero (Alliance) Inc | Standard Aero (Netherlands) BV | Standard Aero (San Antonio) Inc | Standard Aero (US) Legal, Inc | Standard Aero (US), Inc | Standard Aero BV | Standard Aero Canada, Inc | Standard Aero Holdings, Inc | Standard Aero Inc | Standard Aero Limited | Standard Aero Materials, Inc | STANDARD AERO REDESIGN SERVICES INC | Wells Fargo Bank, National Association

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Title: SUPPLEMENTAL INDENTURE
Date: 4/28/2005

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Exhibit 4.4

SUPPLEMENTAL INDENTURE

     SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 3, 2005, among Standard Aero (US), Inc. (f/k/a Dunlop Standard Aerospace (U.S.) Inc.); Standard Aero (US) Legal, Inc. (f/k/a Dunlop Standard Aerospace (US) Legal, Inc.); Standard Aero Inc.; Standard Aero Materials, Inc. (f/k/a Dunlop Aerospace Parts Inc.); Standard Aero (San Antonio) Inc.; Standard Aero (Alliance) Inc.; Standard Aero Canada, Inc.; 3091781 Nova Scotia Company; 3091782 Nova Scotia Company; 3091783 Nova Scotia Company; Standard Aero Limited; Not FM Canada Inc.; Standard Aero (Netherlands) B.V. (f/k/a Dunlop Standard Aerospace (Nederland) BV) and Standard Aero BV (the “Guarantors”), each a direct or indirect subsidiary of Standard Aero Holdings, Inc. (or its permitted successor), a Delaware corporation (the “Company”), the Company and Wells Fargo Bank, National Association, as trustee under the indenture referred to below (the “Trustee”).

WITNESSETH

     WHEREAS, the Company and certain of its Subsidiaries have heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of August 20, 2004 providing for the issuance of an unlimited amount of 81/4% Senior Subordinated Notes due 2014 (the “Notes”);

     WHEREAS, the Indenture provides that under certain circumstances the Guarantors will execute and deliver to the Trustee a supplemental indenture pursuant to which the Guarantors will unconditionally guarantee all of the Company’s Obligations (as defined in the Indenture) under the Notes and the Indenture on the terms and conditions set forth herein (the “Subsidiary Guarantee”);

     WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture;

     WHEREAS, on November 10, 2004, Standard Aero Redesign Services Inc., was formed as a subsidiary of the Company; and

     WHEREAS, the Company desires to amend and supplement the Indenture to add Standard Aero Redesign Services Inc. as a guarantor with respect to the Notes.

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

  1.   Capitalized Terms. Capitalized terms used herein without definition will have the meanings assigned to them in the Indenture.
 
  2.   Agreement To Guarantee. Each Guarantor hereby agrees as follows:

  (a)   Such Guarantor, jointly and severally with all other current and future guarantors of the Notes (collectively, the “Guarantors” and each, a

 


 

    “Guarantor”), unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, regardless of the validity and enforceability of the Indenture, the Notes or the Obligations of the Company under the Indenture or the Notes, that:

  (i)   the principal of, premium, interest and Additional Interest, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, interest and Additional Interest, if any, on the Notes, to the extent lawful, and all other Obligations of the Company to the Holders or the Trustee thereunder or under the Indenture will be promptly paid in full, all in accordance with the terms thereof, including but not limited to Section 11 thereof; and
 
  (ii)   in case of any extension of time for payment or renewal of any Notes or any of such other Obligations, that the same will be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.

  (b)   Notwithstanding the foregoing, in the event that this Subsidiary Guarantee would constitute or result in a violation of any applicable fraudulent conveyance or similar law of any relevant jurisdiction, the liability of such Guarantor under this Supplemental Indenture and its Subsidiary Guarantee shall be reduced to the maximum amount permissible under such fraudulent conveyance or similar law.
 
  (c)   Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

  3.   Execution And Delivery Of Subsidiary Guarantees.

  (a)   To evidence its Subsidiary Guarantee set forth in this Supplemental Indenture, such Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in the form of Exhibit C to the Indenture will be endorsed by an officer of such Guarantor on each Note authenticated and delivered by the Trustee after the date hereof.
 
  (b)   Notwithstanding the foregoing, such Guarantor hereby agrees that its Subsidiary Guarantee set forth herein will remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Subsidiary Guarantee.

 


 

  (c)   If an Officer whose signature is on this Supplemental Indenture or on the Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a Subsidiary Guarantee is endorsed, the Subsidiary Guarantee will be valid nevertheless.
 
  (d)   The delivery of any Note by the Trustee, after the authentication thereof under the Indenture, will constitute due delivery of the Subsidiary Guarantee set forth in this Supplemental Indenture on behalf of each Guarantor.
 
  (e)   Each Guarantor hereby agrees that its Obligations hereunder will be unconditional, regardless of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor.
 
  (f)   Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee made pursuant to this Supplemental Indenture will not be discharged except by complete performance of the Obligations contained in the Notes and the Indenture.
 
  (g)   If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Guarantor, or any custodian, Trustee, liquidator or other similar official acting in relation to either the Company or such Guarantor, any amount paid by either to the Trustee or such Holder, the Subsidiary Guarantee made pursuant to this Supplemental Indenture, to the extent theretofore discharged, will be reinstated in full force and effect.
 
  (h)   Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in r
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