FORM OF HAWKER BEECHCRAFT, INC. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified 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”).
EMPLOYMENT AGREEMENTAgreement • 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”).
U.S. PLEDGE AND SECURITY AGREEMENTPledge 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.
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”).
STOCK PURCHASE AGREEMENT BY AND AMONG RAYTHEON COMPANY, RAYTHEON AIRCRAFT HOLDINGS, INC., RAYTHEON AIRCRAFT SERVICES LIMITED, HAWKER BEECHCRAFT CORPORATION AND GREENBULB LIMITED December 20, 2006Stock 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.”
FORM OF HAWKER BEECHCRAFT, INC. EMPLOYEE EQUITY INVESTMENT PLAN EMPLOYEE SUBSCRIPTION AGREEMENTEmployee 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”).
EMPLOYMENT AGREEMENTEmployment 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”).
JOINT WRITTEN CONSENTShareholders Agreement • December 4th, 2007 • Hawker Beechcraft Quality Support Co
RAPID AIRCRAFT PARTS AND INVENTORY DISTRIBUTION COMPANY, LLC OPERATING AGREEMENT Effective: MARCH 26, 2007Operating 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:
Exchange and Registration Rights AgreementHawker Beechcraft Quality Support Co • December 4th, 2007 • 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
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”).
FORM OF HAWKER BEECHCRAFT, INC. ELECTION AGREEMENTElection 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”).
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 and Guaranty 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
FORM OF HAWKER BEECHCRAFT, INC. RESTRICTED STOCK AWARD AGREEMENTRestricted 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”).
HAWKER BEECHCRAFT, INC. STOCK PURCHASE AGREEMENTStock 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”).
ASSET AND BUSINESS TRANSFER AGREEMENTBusiness Transfer Agreement • December 4th, 2007 • Hawker Beechcraft Quality Support Co
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”).
HAWKER BEECHCRAFT CORPORATION RETENTION PROGRAMHawker Beechcraft Quality Support Co • December 4th, 2007 • Delaware
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.
