##### 



CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED FOR THE REDACTED PORTIONS. THE
CONFIDENTIAL REDACTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH
REDACTIONS.
 Exhibit 2.1
    AGREEMENT AND PLAN OF MERGER
 dated as of
 April 2, 2007
 by and among
 DUBAI AEROSPACE ENTERPRISE (DAE) LTD,
 LMA MERGER SUB, INC.,
 SAH MERGER SUB, INC.,
 PIEDMONT/HAWTHORNE HOLDINGS, INC.,
 STANDARD AERO ACQUISITION HOLDINGS, INC.,
 and
 TC GROUP, L.L.C.




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##### 



TABLE OF CONTENTS
 PageARTICLE I. CERTAIN DEFINITIONS
    
    
    3ARTICLE II. THE MERGERS
    
    
    162.1
    
    Conversion of Landmark Company Shares and Landmark Vested Options
    
    
    162.2
    
    Conversion of Standard Company Shares and Standard Vested Options
    
    
    172.3
    
    Payment and Exchange of Certificates
    
    
    192.4
    
    Effective Times of Mergers; Closing Date
    
    
    212.5
    
    Holder Allocable Expenses
    
    
    212.6
    
    Termination of Exchange Fund
    
    
    222.7
    
    Lost, Stolen or Destroyed Certificates
    
    
    222.8
    
    Dissenting Common Shares
    
    
    232.9
    
    Withholding Rights
    
    
    232.10
    
    Calculation of Landmark Merger Consideration and Standard Merger Consideration
    
    
    232.11
    
    ***
    
    
    24ARTICLE III. REPRESENTATIONS AND WARRANTIES OF THE COMPANIES
    
    
    293.1
    
    Corporate Organization of the Companies
    
    
    293.2
    
    Subsidiaries
    
    
    303.3
    
    Due Authorization
    
    
    303.4
    
    No Conflict
    
    
    313.5
    
    Governmental Authorities; Consents
    
    
    323.6
    
    Capitalization of the Companies
    
    
    323.7
    
    Capitalization of Subsidiaries of the Companies
    
    
    333.8
    
    Financial Statements
    
    
    333.9
    
    Undisclosed Liabilities
    
    
    353.10
    
    Absence of Certain Changes
    
    
    353.11
    
    Litigation and Proceedings
    
    
    383.12
    
    Legal Compliance
    
    
    383.13
    
    Contracts; No Defaults
    
    
    383.14
    
    Employee Benefit Plans
    
    
    403.15
    
    Labor Relations
    
    
    433.16
    
    Taxes
    
    
    443.17
    
    Brokers Fees
    
    
    463.18
    
    Insurance
    
    
    463.19
    
    Licenses, Permits and Authorizations
    
    
    463.20
    
    Machinery, Equipment and Other Tangible Property
    
    
    463.21
    
    Real Property
    
    
    473.22
    
    Intellectual Property
    
    
    473.23
    
    Environmental Matters
    
    
    473.24
    
    Customers and Suppliers
    
    
    493.25
    
    Affiliate Transactions
    
    
    493.26
    
    Business Relationships
    
    
    49
 ii




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##### 



Page3.27
    
    Government Contracts
    
    
    503.28
    
    Absence of Certain Business Practices
    
    
    523.29
    
    Product Liability and Warranty Claims
    
    
    523.30
    
    State Takeover Statutes
    
    
    533.31
    
    No Limitation on Other Representations
    
    
    53ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF ACQUIROR
    
    
    534.1
    
    Corporate Organization
    
    
    534.2
    
    Due Authorization
    
    
    544.3
    
    No Conflict
    
    
    544.4
    
    Litigation and Proceedings
    
    
    544.5
    
    Governmental Authorities; Consents
    
    
    554.6
    
    Financial Ability
    
    
    554.7
    
    Brokers Fees
    
    
    554.8
    
    Operations of Merger Subs
    
    
    554.9
    
    No Outside Reliance
    
    
    564.10
    
    Acquisition of Interests for Investment
    
    
    564.11
    
    Business Relationships
    
    
    564.12
    
    Separate and Independent Effect
    
    
    56ARTICLE V. COVENANTS OF THE COMPANIES
    
    
    565.1
    
    Conduct of Business
    
    
    565.2
    
    Inspection
    
    
    585.3
    
    HSR Act and Foreign Antitrust Approvals
    
    
    595.4
    
    No Solicitations
    
    
    595.5
    
    Cooperation with Financing
    
    
    605.6
    
    Affiliate Transactions
    
    
    615.7
    
    Information Statement
    
    
    615.8
    
    Interested Parties
    
    
    62ARTICLE VI. COVENANTS OF ACQUIROR
    
    
    626.1
    
    HSR Act and Foreign Antitrust Approvals
    
    
    626.2
    
    Indemnification
    
    
    636.3
    
    Continued Employment
    
    
    646.4
    
    Financing
    
    
    656.5
    
    DoT Matters
    
    
    656.6
    
    Solvency Opinion
    
    
    656.7
    
    SR Technics Group
    
    
    66ARTICLE VII. JOINT COVENANTS
    
    
    667.1
    
    Confidentiality
    
    
    667.2
    
    Support of Transaction
    
    
    677.3
    
    CFIUS Approval
    
    
    677.4
    
    Sale of FBO Business
    
    
    687.5
    
    Letter of Credit
    
    
    69
 iii




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##### 



PageARTICLE VIII. CLOSING
    
    
    708.1
    
    Filing of Certificate of Merger
    
    
    708.2
    
    Closing
    
    
    71ARTICLE IX. CONDITIONS TO OBLIGATIONS
    
    
    719.1
    
    Conditions to Obligations of Acquiror, Merger Subs and the Companies
    
    
    719.2
    
    Conditions to Obligations of Acquiror and Merger Subs
    
    
    719.3
    
    Conditions to the Obligations of the Companies
    
    
    72ARTICLE X. TERMINATION/EFFECTIVENESS
    
    
    7310.1
    
    Termination
    
    
    7310.2
    
    Effect of Termination
    
    
    74ARTICLE XI. HOLDER REPRESENTATIVE
    
    
    7411.1
    
    Designation and Replacement of Holder Representative
    
    
    7411.2
    
    Authority and Rights of the Holder Representative; Limitations on Liability
    
    
    75ARTICLE XII. MISCELLANEOUS
    
    
    7612.1
    
    Nonsurvival of Representations and Warranties
    
    
    7612.2
    
    Waiver
    
    
    7612.3
    
    Notices
    
    
    7612.4
    
    Assignment
    
    
    7812.5
    
    Rights of Third Parties
    
    
    7812.6
    
    Expenses
    
    
    7812.7
    
    Governing Law
    
    
    7812.8
    
    Captions; Counterparts
    
    
    7912.9
    
    Schedules and Annexes
    
    
    7912.10
    
    Construction
    
    
    7912.11
    
    Entire Agreement
    
    
    8012.12
    
    Amendments
    
    
    8012.13
    
    Publicity
    
    
    8012.14
    
    Severability
    
    
    8012.15
    
    Jurisdiction
    
    
    8112.16
    
    Enforcement
    
    
    81
 iv




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Schedules
                        v




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##### 



vi




---



##### 



Annexes
      vii




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##### 



AGREEMENT AND PLAN OF MERGER
 Agreement Acquiror Landmark Merger Sub Standard Merger Sub Merger Subs Landmark Standard Aero Company Companies TC Group
 PLAN OF MERGER
 Landmark Constituent Corporations Landmark Merger Annex A Landmark Certificate of Merger
 Standard Constituent Corporations Standard Merger Mergers Annex
B Standard Certificate of Merger
 Landmark Surviving Corporation Standard Surviving Corporation Surviving




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##### 



Corporations DGCL
       2




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##### 



AGREEMENT
  ARTICLE I.
CERTAIN DEFINITIONS
  Acquiror
 Acquiror Cure Period
 Action
 Affiliate control controlling controlled by under common control with
  3




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##### 



Aggregate Fully-Diluted Landmark Common Shares
 Aggregate Fully-Diluted Standard Common Shares
 Aggregate Landmark Option Exercise Price
 Aggregate Standard Option Exercise Price
 Agreement
 Aircraft Financing Indebtedness
 Antitrust Authorities
 Approval
 Assets
 Bid
 Business Day
 Carlyle Landmark
 Carlyle Standard
 4




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##### 



Cash Per Fully-Diluted Landmark Common Share
 Cash Per Fully-Diluted Standard Common Share
 Certificates
 CFIUS
 CFIUS Approval
 Cleanup
 Closing
 Closing Date
 Code
 Combined Companies
 Company
 Company Cure Period
 Competing Transaction
 Competition Act Competition Act
 Competition Commissioner
 Confidentiality Agreement
 Contract
 DGCL
 Debt Commitment Letter
 Debt Financing
 5




---



##### 



Dissenting Landmark Common Shares
 Dissenting Landmark Stockholders
 Dissenting Standard Common Shares
 Dissenting Standard Stockholders
 DoD
 DoT
 Draw Certificate
 Effective Time of the Landmark Merger
 Effective Time of the Mergers
 Effective Time of the Standard Merger
 Employee Plans
 Employment Laws
 Environmental Claim
 Environmental Laws
 6




---



##### 



Environmental Permits
 ERISA
 ERISA Affiliate
  Evaluation Materials
 Exchange Act
 Exchange Agent
 Exon-Florio Amendment
  7




---



##### 



FBO Business
 FBO Business Interest Carrying Cost
  FBO Disposition Date
 FBO Financial Advisor
 FBO Transaction Activity
  8




---



##### 



FBO Subsidiaries
 Foreign Plan
 Funding Amount
 GAAP
 Government Contract
 Government Prime Contract
 Government Subcontract
 Governmental Authority
 Governmental Order
 Hazardous Materials
 HSR Act
 Holder Allocable Expense Payment Schedule
 Holder Allocable Expenses
 Holder Representative
 Indebtedness
 9




---



##### 



provided however
 Independent Appraiser
 Information Statement
 Intellectual Property
 Landmark
 Landmark Certificate of Merger
 Landmark Common Shares
 Landmark Common Stock
 Landmark Constituent Corporations
 10




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##### 



Landmark Financial Statements
 Landmark Merger
 Landmark Merger Consideration
 Landmark Merger Sub
 Landmark Stockholder Written Consent
 Landmark Surviving Corporation
 Landmark Vested Options
 Leased Real Property
 Letter of Credit
 Letter of Credit Termination Event
 Licenses
 Lien
 LKE EBITDA
 LKE Property Ratio
 LKE Transaction
 LKE Transaction Proceeds
 Loss Bid
 11




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##### 



LTM EBITDA
 Majority Holders
 Material Contracts
 Material Adverse Effect provided however provided provided further
 Multiemployer Plan
 OFAC
 Owned Real Property
 Pension Plan
 Permitted Acquisitions
 12




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##### 



Permitted Acquisition Purchase Price
 Permitted Liens Schedule 1.1
 Person
 Required Stockholder Vote
 Related Party Transaction
 Release
 Sarbanes-Oxley Act
 Schedule Update
 Sharing Percentage
 SEC
 Securities Act
 SDN List
 13




---



##### 



SkyWest Escrowed Cash
 Standard Aero
 Standard Certificate of Merger
 Standard Common Shares
 Standard Common Stock
 Standard Constituent Corporations
 Standard Merger
 Standard Merger Consideration
 Standard Merger Sub
 Standard Reports
 Standard Stockholder Written Consent
 Standard Surviving Corporation
 Standard Vested Options
 State and Local Government
 Subsidiary
 Tax
 14




---



##### 



Tax Returns
 Tax Sharing Agreements
 Taxable EBITDA
 Taxable Property Ratio
  Teaming Agreement
 Terminating Acquiror Breach
 Terminating Company Breach
 Termination Date provided however
 15




---



##### 



Unaffiliated Person
 United States Government
 WARN Act
 Schedule 1.2 Schedule 1.3 Schedule 1.4
 ARTICLE II.
THE MERGERS
 Conversion of Landmark Company Shares and Landmark Vested Options
 Landmark
Common Share Dissenting Landmark
Common Share Dissenting Landmark Stockholders Landmark Vested
Options
  Landmark Merger
Consideration
 16




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##### 



less plus plus less less
 multiplied by multiplied by minus Cash Per Fully-Diluted Landmark Common
Share plus divided by Aggregate Fully-Diluted
Landmark Common Shares plus plus Aggregate
Landmark Option Exercise Price
  Conversion of Standard Company Shares and Standard Vested Options.
 17




---



##### 



Standard Common Share Dissenting Standard Common Share Dissenting Standard Stockholders Standard Vested Options
  Standard Merger Consideration less plus plus less
 multiplied by
 18




---



##### 



multiplied by minus Cash
Per Fully-Diluted Standard Common Share plus divided by Aggregate Fully-Diluted Standard Common Shares plus plus Aggregate Standard Option Exercise Price
  Payment and Exchange of Certificates
 Exchange Agent Funding
Amount
 minus plus
 minus plus
   19




---



##### 



Annex C Certificates Annex D Option Acknowledgement
 20




---



##### 



Effective Times of Mergers; Closing Date Effective Time of the Landmark Merger Effective Time of the Standard
Merger
 Holder Allocable Expenses Holder Allocable Expense Payment
Schedule Holder Allocable Expenses
 21




---



##### 



Termination of Exchange Fund
 Lost, Stolen or Destroyed Certificates
 22




---



##### 



Dissenting Common Shares provided however
 Withholding Rights
 Calculation of Landmark Merger Consideration and Standard Merger Consideration
 23




---



##### 



24




---



##### 



25




---



##### 



26




---



##### 



27




---



##### 



28




---



##### 



ARTICLE III.
REPRESENTATIONS AND WARRANTIES OF THE COMPANIES
  Corporate Organization of the Companies
 29




---



##### 



Subsidiaries Schedule 3.2
 Due Authorization
   30




---



##### 



Required Stockholder Vote Landmark Stockholder Written
Consent Standard Stockholder Written Consent
 No Conflict
 Schedule 3.4
 31




---



##### 



Governmental Authorities; Consents Schedule 3.5 Schedule 3.19
 Capitalization of the Companies
 Schedule 3.6(a) Schedule
3.6(a) Schedule 3.6(a)
  32




---



##### 



Schedule 3.6(b) Schedule 3.6(b) Schedule 3.6(b)
 Capitalization of Subsidiaries of the Companies
 Financial Statements
 Landmark Schedule 3.8(a) Landmark Financial
Statements
 33




---



##### 



Schedule 3.8(b)(i) Standard Reports Sarbanes-Oxley Act
  34




---



##### 



Undisclosed Liabilities
 Schedule 3.9(a)
 Schedule 3.6(b) Schedule 3.9(b)
 Absence of Certain Changes Schedule 3.10
 35




---



##### 



36




---



##### 



37




---



##### 



Litigation and Proceedings Schedule 3.11 Schedule 3.11
 Legal Compliance Schedule 3.12
    Contracts; No Defaults
 Schedule 3.13(a) Material Contracts
 38




---



##### 



39




---



##### 



Schedule 3.13(b) Schedule 3.13(a) Schedule 3.13(b) Schedule 3.13(b) force
majeure
 Employee Benefit Plans
 Definitions
 Employee Plans
 ERISA
 40




---



##### 



ERISA Affiliate
 Multiemployer Plan
 Pension Plan
 Disclosure Schedule 3.14(b)
 Representations Schedule 3.14(c)
  Approval
 41




---



##### 



Fiduciary Duties and Prohibited Transactions prohibited
transaction
     42




---



##### 



Foreign
Plan
  Labor Relations
   43




---



##### 



Employment Laws
   Taxes
 Tax Returns
 44




---



##### 



Tax Sharing
Agreements
    45




---



##### 



Brokers Fees Schedule 3.17
 Insurance Schedule 3.18 Schedule 3.18
 Licenses, Permits and Authorizations Schedule 3.19 Schedule 3.19 Schedule 3.19
 Machinery, Equipment and Other Tangible Property Schedule
3.20
 46




---



##### 



Real Property Schedule 3.21(a) Schedule 3.21(b) Schedule 3.21(b) Schedule
3.21(b)
 Intellectual Property.
 Schedule 3.22(a)
 Schedule 3.22(b)
 Environmental Matters
 Environmental Permits
 47




---



##### 



Schedule 3.23(a)
      48




---



##### 



Customers and Suppliers
 Schedule 3.24(a)
 Schedule 3.24(b) Schedule 3.24(a)
 Affiliate Transactions Schedule 3.25 Related Party Transaction provided
 Business Relationships OFAC
 49




---



##### 



SDN List
 Government Contracts.
 Definitions Schedule 3.27(a)
      FAR
 50




---



##### 



Schedule 3.27(b) Schedule 3.27(a) Schedule 3.27(b) force majeure Schedule 3.27(a)
    Schedule 3.27(c)(iii)
 51




---



##### 



Absence of Certain Business Practices
 Product Liability and Warranty Claims Schedule 3.29
 52




---



##### 



State Takeover Statutes
 No Limitation on Other Representations
 ARTICLE IV.
REPRESENTATIONS AND WARRANTIES OF ACQUIROR
  Corporate Organization
   53




---



##### 



Due Authorization
  No Conflict
 Schedule 4.3
 Litigation and Proceedings
 Schedule 4.4
 54




---



##### 



Governmental Authorities; Consents
  Financial Ability Debt Commitment Letter
  Brokers Fees Schedule 4.7
 Operations of Merger Subs
 55




---



##### 



No Outside Reliance
 Acquisition of Interests for Investment
 Business Relationships OFAC SDN List
 Separate and Independent Effect
 ARTICLE V.
COVENANTS OF THE COMPANIES
 Conduct of Business Schedule 5.1
 56




---



##### 



Schedule 3.13 Schedule 3.15 provided however
    57




---



##### 



Section 9.1 Section 9.2
  Inspection
 58




---



##### 



Schedule
3.24
 HSR Act and Foreign Antitrust Approvals
 No Solicitations
 59




---



##### 



Competing Transaction
 Cooperation with Financing
 Debt Financing
 60




---



##### 



provided
 Affiliate Transactions
  Information Statement
 Information Statement
 61




---



##### 



Interested Parties
  ARTICLE VI.
COVENANTS OF ACQUIROR
 HSR Act and Foreign Antitrust Approvals
    62




---



##### 



Indemnification
 provided provided further
 provided however
 63




---



##### 



Maximum Premium
 Continued Employment
      64




---



##### 



Financing provided however
 DoT Matters DoT
 Solvency Opinion
 65




---



##### 



SR Technics Group
 ARTICLE VII.
JOINT COVENANTS
 Confidentiality
 Use of Evaluation Materials provided however
 Compelled Disclosure
 66




---



##### 



Support of Transaction Section 7.3
 CFIUS Approval CFIUS CFIUS Approval provided
 67




---



##### 



provided DoD
 Sale of FBO Business FBO Business Disposition Agreement FBO Trust
Property Voting Trust Trust
Agreement FBO Trustees de jure de facto
 68




---



##### 



Letter of Credit
 Letter of Credit
 69




---



##### 



Letter of Credit Termination Event Exhibit A Draw Certificate provided however
 ARTICLE VIII.
CLOSING
 Filing of Certificate of Merger
 70




---



##### 



Closing Closing Date Closing
 ARTICLE IX.
CONDITIONS TO OBLIGATIONS
 Conditions to Obligations of Acquiror, Merger Subs and the Companies
   provided however
  Conditions to Obligations of Acquiror and Merger Subs
 71




---



##### 



provided however
    provided however
 Conditions to the Obligations of the Companies
 72
          ARTICLE X.
TERMINATION/EFFECTIVENESS
 Termination
  Terminating Company Breach Company Cure Period
 73
       Terminating Acquiror Breach Acquiror Cure
Period
 Effect of Termination provided however provided further
 ARTICLE XI.
HOLDER REPRESENTATIVE
 Designation and Replacement of Holder Representative 74
       Holder Representative Majority Holders
 Authority and Rights of the Holder Representative; Limitations on Liability provided however provided however
 75




---



##### 



ARTICLE XII.
MISCELLANEOUS
 Nonsurvival of Representations and Warranties
 Waiver
 Notices
  
  
  
 76




---



##### 



77




---



##### 



Assignment provided
 Rights of Third Parties provided however
 Expenses provided however
 Governing Law
 78




---



##### 



Captions; Counterparts
 Schedules and Annexes Schedule Update provided however
 Construction
     79




---



##### 



Entire Agreement Confidentiality Agreement
 Amendments
 Publicity provided however
 Severability
 80




---



##### 



Jurisdiction
 Enforcement
  81




---



##### 



DUBAI AEROSPACE ENTERPRISE (DAE) LTDBy:Name:Title:LMA MERGER SUB, INC.By:Name:Title:SAH MERGER SUB, INC.By:Name:Title:




---



##### 



PIEDMONT/HAWTHORNE HOLDINGS, INC.By:Name:Title:STANDARD AERO ACQUISITION HOLDINGS, INC.By:Name:Title:TC GROUP, L.L.C.By:
    TCG Holdings, L.L.C.By:Name:Title: