SUPPLEMENTAL INDENTURE TO BE DELIVERED BY GUARANTOR

Indenture Agreement

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Dunlop Standard Aerospace (Nederland) BV | Standard Aero BV | Standard Aero Holdings, Inc | Wells Fargo Bank, National Association

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Title: SUPPLEMENTAL INDENTURE TO BE DELIVERED BY GUARANTOR
Date: 4/28/2005

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exv4w2

Exhibit 4.2

SUPPLEMENTAL INDENTURE TO BE DELIVERED
BY GUARANTOR

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 24, 2004, among Dunlop Standard Aerospace (Nederland) BV and Standard Aero BV (each a “Guarantor” and collectively 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 has 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”); and

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

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)	(i) 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;

		(ii)(A) Each Netherlands Subsidiary Guarantor, and each of its Subsidiaries, will not guarantee any obligation or incur any liability or provide security to the extent that it has been entered into with a view to the subscription or acquisition by third parties of shares in its share capital or would otherwise constitute unlawful financial assistance under Section 2:98c or Section 2:207c of the Netherlands Civil Code or similar provisions under other relevant law. The Subsidiary Guarantee for each Netherlands Subsidiary Guarantor shall be no greater than the amount of the Obligations set forth in clauses 1(a)(i) and (ii) above, as reduced by [$___], the purchase price of the shares of the Netherlands Subsidiary Guarantors]

	(B)	Each Netherlands Subsidiary Guarantor, and each of its Subsidiaries, will not guarantee any obligation or provide security to the extent that in doing so, it would transgress its objects as set out and described in Section 2:7 of the Netherlands Civil Code.

	(C)	If, notwithstanding Section 1(a), in relation to a Netherlands Subsidiary Guarantor, any provision of this Supplemental Indenture or the Subsidiary Guarantee is null and void, voidable or unenforceable (either in whole or in part), the remainder of this Supplemental Indenture or the Subsidiary Guarantee shall continue to be effective to the extent that, given this clause’s substance and purpose, such remainder is not inextricably related to the null and void or unenforceable provision.

(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.

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	(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.