0001193125-07-258855 Sample Contracts

FORM OF HAWKER BEECHCRAFT, INC. NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • December 4th, 2007 • Hawker Beechcraft Quality Support Co • New York

THIS AGREEMENT (the “Agreement”), is made effective as of ________, 2007 (the “Date of Grant”), between Hawker Beechcraft, Inc., a Delaware corporation (the “Company”), and , (the “Participant”).

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CREDIT AGREEMENT Dated as of March 26, 2007 among THE FINANCIAL INSTITUTIONS PARTY HERETO, as the Lenders, HAWKER BEECHCRAFT, INC. HAWKER BEECHCRAFT ACQUISITION COMPANY LLC, and HAWKER BEECHCRAFT LIMITED, as Borrowers, THE GUARANTORS FROM TIME TO TIME...
Credit Agreement • December 4th, 2007 • Hawker Beechcraft Quality Support Co • New York

CREDIT AGREEMENT dated as of March 26, 2007 (this “Agreement”), among HAWKER BEECHCRAFT, INC., a Delaware corporation (“Holdings” and, prior to the Acquisition (as defined below), the “U.S. Borrower”), HAWKER BEECHCRAFT ACQUISITION COMPANY LLC (“HBAC” and, after the Acquisition, the “U.S. Borrower”), HAWKER BEECHCRAFT LIMITED, a limited company incorporated under the laws of England and Wales with registered number 06018571 (the “U.K. Borrower” and, together with the U.S. Borrower, the “Borrowers”), each Subsidiary of Holdings that, from time to time, becomes a party hereto, the Lenders (as defined in Article I), CREDIT SUISSE, as LC Facility Issuing Bank (in such capacity, the “LC Facility Issuing Bank”), the Issuing Banks named herein, CREDIT SUISSE, as administrative agent and collateral agent for the Lenders hereunder (in such capacities, the “Agent”), GOLDMAN SACHS CREDIT PARTNERS L.P., as syndication agent (the “Syndication Agent”), CITIBANK NORTH AMERICA, INC., as documentation

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EMPLOYMENT AGREEMENT
Employment Agreement • December 4th, 2007 • Hawker Beechcraft Quality Support Co • New York

EMPLOYMENT AGREEMENT, dated as of March 26, 2007 (the “Employment Agreement”), by and between Hawker Beechcraft Corporation, a Kansas corporation (the “Company”), and James E. Schuster (the “Executive”).

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FORM OF HAWKER BEECHCRAFT, INC. NONQUALIFIED STOCK OPTION AGREEMENT (Performance-Vesting)
Nonqualified Stock Option Agreement • December 4th, 2007 • Hawker Beechcraft Quality Support Co • New York

THIS AGREEMENT (the “Agreement”), is made effective as of ________, 2007 (the “Date of Grant”), between Hawker Beechcraft, Inc., a Delaware corporation (the “Company”), and (the “Participant”).

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STOCK PURCHASE AGREEMENT BY AND AMONG RAYTHEON COMPANY, RAYTHEON AIRCRAFT HOLDINGS, INC., RAYTHEON AIRCRAFT SERVICES LIMITED, HAWKER BEECHCRAFT CORPORATION AND GREENBULB LIMITED December 20, 2006
Stock Purchase Agreement • December 4th, 2007 • Hawker Beechcraft Quality Support Co • Delaware

This STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of December 20, 2006, by and among Hawker Beechcraft Corporation, a Delaware corporation (“U.S. Buyer”), Greenbulb Limited, a company organized under the laws of England and Wales (“U.K. Buyer” and, collectively with U.S. Buyer, “Buyer”) Raytheon Company, a Delaware corporation (“Parent”), Raytheon Aircraft Holdings, Inc., a Delaware corporation (“RAHI”), and Raytheon Aircraft Services Limited, a company organized under the laws of England and Wales (“RASL” and, together with RAHI, the “Sellers”). Buyer, Parent and the Sellers are referred to collectively herein as the “Parties.”

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INDENTURE Dated as of March 26, 2007 Among HAWKER BEECHCRAFT ACQUISITION COMPANY LLC, HAWKER BEECHCRAFT NOTES COMPANY, THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and WELLS FARGO BANK, N.A., as Trustee 8.500% SENIOR FIXED RATE NOTES DUE 2015...
Indenture • December 4th, 2007 • Hawker Beechcraft Quality Support Co • New York

INDENTURE, dated as of March 26, 2007, among Hawker Beechcraft Acquisition Company LLC, a Delaware limited liability company (the “Issuer”), Hawker Beechcraft Notes Company, a Delaware corporation (the “Co-Issuer” and, together with the Issuer, the “Company”), the Guarantors (as defined herein) listed on the signature pages hereto and Wells Fargo Bank, N.A., as Trustee.

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FORM OF HAWKER BEECHCRAFT, INC. EMPLOYEE EQUITY INVESTMENT PLAN EMPLOYEE SUBSCRIPTION AGREEMENT
Employee Subscription Agreement • December 4th, 2007 • Hawker Beechcraft Quality Support Co • New York

AGREEMENT dated as of March 26, 2007 by and between Hawker Beechcraft, Inc., a Delaware corporation (the “Company”), and (the “Subscriber”).

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EMPLOYMENT AGREEMENT
Employment Agreement • December 4th, 2007 • Hawker Beechcraft Quality Support Co • New York

EMPLOYMENT AGREEMENT, dated as of March 26, 2007 (the “Employment Agreement”), by and between Hawker Beechcraft Corporation, a Kansas corporation (the “Company”), and James K. Sanders (the “Executive”).

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ASSET AND BUSINESS TRANSFER AGREEMENT
Asset and Business Transfer Agreement • December 4th, 2007 • Hawker Beechcraft Quality Support Co
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JOINT WRITTEN CONSENT
Joint Written Consent • December 4th, 2007 • Hawker Beechcraft Quality Support Co
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RAPID AIRCRAFT PARTS AND INVENTORY DISTRIBUTION COMPANY, LLC OPERATING AGREEMENT Effective: MARCH 26, 2007
Operating Agreement • December 4th, 2007 • Hawker Beechcraft Quality Support Co • Kansas

THIS OPERATING AGREEMENT is entered into effective this 26th day of March, 2007, by all the Members of Rapid Aircraft Parts and Inventory Distribution Company, LLC, a Kansas limited liability company (hereinafter the “Company”). The Members of the Company agree, acknowledge and understand as follows:

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U.S. PLEDGE AND SECURITY AGREEMENT
u.s. Pledge and Security Agreement • December 4th, 2007 • Hawker Beechcraft Quality Support Co • New York

security interest in and Lien on all of the New Subsidiary’s right, title and interest in and to the Collateral of the New Subsidiary. Each reference to a “Grantor” in the Agreement shall be deemed to include the New Subsidiary. The Agreement is hereby incorporated herein by reference.

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Exchange and Registration Rights Agreement
Exchange and Registration Rights Agreement • December 4th, 2007 • Hawker Beechcraft Quality Support Co • New York

Hawker Beechcraft Acquisition Company LLC, a Delaware limited liability company, and Hawker Beechcraft Notes Company, a Delaware corporation (together, the “Company”), propose to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein), an aggregate of $400.0 million principal amount of 8.5% Senior Fixed Rate Notes due 2015 (the “Senior Fixed Rate Notes”), and an aggregate of $400.0 million principal amount of 8.875%/9.625% Senior PIK-Election Notes due 2015 (the “Senior PIK-Election Notes” and together with the Senior Fixed Rate Notes, the “Senior Notes”) and an aggregate of $300.0 million principal amount of 9.75% Senior

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AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HAWKER BEECHCRAFT ACQUISITION COMPANY, LLC (A Delaware limited liability company)
Limited Liability Company Agreement • December 4th, 2007 • Hawker Beechcraft Quality Support Co • Delaware

This Limited Liability Company Agreement (the “Agreement”) of Hawker Beechcraft Acquisition Company, LLC (the “Company”), dated as of March 26, 2007, is made by Hawker Beechcraft, Inc., a Delaware corporation, as the sole member (the “Member”).

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FORM OF HAWKER BEECHCRAFT, INC. ELECTION AGREEMENT
Election Agreement • December 4th, 2007 • Hawker Beechcraft Quality Support Co

This ELECTION AGREEMENT (the “Election Agreement”), is made as of March 20, 2007 (the “Election Date”), between Hawker Beechcraft, Inc., a Delaware corporation (the “Company”), and the other signatory hereto (the “Participant”).

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FORM OF HAWKER BEECHCRAFT, INC. RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • December 4th, 2007 • Hawker Beechcraft Quality Support Co • New York

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), made as of March 26, 2007 (the “Grant Date”), between Hawker Beechcraft, Inc., a Delaware corporation (the “Company”), and (the “Grantee”).

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HAWKER BEECHCRAFT, INC. STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • December 4th, 2007 • Hawker Beechcraft Quality Support Co • New York

THIS AGREEMENT (the “Agreement”), is made effective as of March 26, 2007 (the “Date of Grant”), between Hawker Beechcraft, Inc., a Delaware corporation (the “Company”), and James E. Schuster (the “Executive”).

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FORM OF HAWKER BEECHCRAFT, INC. NONQUALIFIED STOCK OPTION AGREEMENT (Time- Vesting)
Nonqualified Stock Option Agreement • December 4th, 2007 • Hawker Beechcraft Quality Support Co • New York

THIS AGREEMENT (the “Agreement”), is made effective as of March 26, 2007 (the “Date of Grant”), between Hawker Beechcraft, Inc., a Delaware corporation (the “Company”), and (the “Participant”).

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HAWKER BEECHCRAFT CORPORATION RETENTION PROGRAM
Retention Program • December 4th, 2007 • Hawker Beechcraft Quality Support Co • Delaware
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