Consisting of a USD557 million term loan due 2014, a USD100 million revolver due 2013 and a USD280 million asset sale facility due 2009.

Also, Moody's assigned a Caa2 rating to the company's proposed $325 million senior unsecured notes due 2015 and a B3 Corporate Family Rating. The rating outlook is stable.

The purpose of the proposed notes and credit facilities is to partially fund the acquisition of the company by Dubai Aerospace Enterprises LTD ('DAE').

In April of 2007, Dubai Aerospace Enterprises entered into an Agreement and Plan of Merger to acquire Standard Aero Holdings, Inc. and Piedmont/Hawthorne Holdings, Inc. (d/b/a Landmark Aviation) from the Carlyle Group for approximately $1.9 billion in cash.

This acquisition represents the first investment by Dubai-based DAE, which was created in February 2006 with the intent to build a global aerospace, manufacturing and services corporation.

Both the Standard Aero and Landmark businesses will be placed into the DAE Engineering business segment as wholly-owned subsidiaries of DAE Aviation.

The ratings reflect very high leverage that ensues from the heavy amount of debt used to finance the acquisition of Standard Aero and Landmark by DAE, along with weak interest coverage and free cash flow levels expected
over the near term.

The ratings also consider weak margins and recent operating problems encountered by the acquired companies, and the uncertainty involving the on-going recovery of both Standard Aero and Landmark in their respective businesses.

Key credit metrics are initially weak for the B3 rating, but should improve with anticipated debt reduction. Moreover, the B3 CFR considers integration risk and possible additional leverage that may be associated with future acquisitions that DAE Aviation may undertake in the near- to medium term.



However, much of this risk is offset by the likely reduction in debt that should ensue over the shorter-term from the planned sale of Landmark's current Fixed Base Operations ('FBO') business.

The stable rating outlook reflects Moody's expectations that the company's profit margins will improve from the prior year's levels
experienced at both Standard Aero and Landmark, and that new management will successfully integrate the operation of both entities while
experiencing a small level of cost savings through scale-related synergies.

The stable outlook further assumes the successful sale of the FBO business within the next 12 months, with proceeds at least equal to the $280 million outstanding on the asset sale facility, and that the company will only have temporary minimal, if any, borrowings under its revolving credit facility.

Ratings or their outlook could be subject to downward revision if the company's margins were to deteriorate or if sales levels were to fall as a result of slowing market conditions or the unexpected loss of a large contract, or if the company were to increase debt substantially for any reason, for large leveraged acquisitions or for a distribution to shareholders in particular.

In addition, the failure of the company to sell its FBO business over the next two years for the sales price anticipated could also result in downward rating actions. The following credit metrics could prompt a downgrade or negative outlook: Debt/EBITDA in excess of 10 times, EBIT/Interest of less than 0.7 times, or negative retained cash flow over an extended period.

Ratings or their outlook could be raised if the company were to repay a substantial amount of debt, or if it could demonstrate sustained margin improvement during a period of robust sales growth, resulting in the Debt/EBITDA of below 6.5 times, EBIT/Interest in excess of 1.5 times, and retained cash flow in excess of 8% of total debt with positive free cash flow sustained over a prolonged period.