Joint Written Consent to the Amended and Restated Shareholders' Agreement



 Exhibit 10.1 
 JOINT WRITTEN CONSENT 
 WHEREAS, Hawker Beechcraft,
Inc., a corporation organized under the laws of Delaware, 1597257 Ontario Inc., Onex Partners II LP, Onex Partners II GP LP, Onex US Principals LP, Onex HBI Holdings II Limited S.a.r.l., GS Capital Partners VI Fund, L.P., GS Capital Partners VI
Offshore Fund, L.P., GS Capital Partners VI Parallel, L.P., GS Capital Partners VI GmbH & Co., KG, and the individuals listed on the Shareholder Schedule to and the individuals who have subsequently entered into Joinder Agreements to become
shareholders, have entered into that certain Amended and Restated Shareholders’ Agreement dated as of May 3, 2007; 
 WHEREAS, Section 8.9(a) of the Amended and Restated Shareholders’ Agreement provides that such agreement may be amended only by a written instrument duly executed by Shareholders holding more than 65% of the Common Shares;

 WHEREAS, Shareholders of more than 65% of the Common Shares in the aggregate desire to amend the Amended and Restated
Shareholders’ Agreement in the form attached hereto as “Exhibit A”. 
 RESOLVED, that the Shareholders of more
than 65% of the Common Shares in the aggregate hereby agree to amend the Amended and Restated Shareholders Agreement in the form attached hereto as “Exhibit A”. 
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 EXHIBIT A 
 This Amendment (this “Amendment”) to the Amended and Restated Shareholders’ Agreement of Hawker Beechcraft, Inc., a Delaware corporation (the “Company”), is made as of
July 9, 2009. 
 WITNESSETH 
 WHEREAS, the Company and the Shareholders party thereto are parties to the Amended and Restated Shareholders’ Agreement, dated as of May 3, 2007 (the “Shareholders’ Agreement”).

 WHEREAS, the Company and the holders of at least 65% of the Common Shares in the aggregate have agreed to amend the
Shareholders’ Agreement as hereinafter set forth. All capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Shareholders’ Agreement. 
 NOW THEREFORE, the parties hereto agree as follows: 
  

	 	1.	Section 6.1(b) is hereby deleted in its entirety and replaced as follows: 

 If the Company desires to exercise the Equity Call Option, it shall deliver written notice thereof (a “Call Notice”) to the
Management Shareholder no later than the first anniversary of the Termination Date (the “Call Period”), which notice shall set forth the number of and identify the Call Equity Securities of the Management Shareholder the Company desires to
repurchase, the Equity Call Purchase Price for each such Call Equity Security, and the proposed closing date of the transaction; provided, however, that for the avoidance of doubt if at the end of the Call Period such Management Shareholder
continues to have the right to acquire any Shares pursuant to any convertible security, option, warrant or other right to acquire Common Shares or other shares of the Company, the Call Period with respect to such Management Shareholder shall be
extended to the date that is 30 days following the expiration of such option, warrant or other right to acquire Shares or with respect to convertible securities, the date that is 30 days from date of acquisition by such Management Shareholder of
Shares of the Company. 
  

	 	2.	Except as expressly set forth herein, the Shareholders’ Agreement remains in full force and effect without amendment or modification. 

  

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	 	3.	This Amendment shall be governed by, and construed and enforced in accordance with the internal laws of the State of Delaware applicable to contracts made and intended
to be performed in such state. 

  

	 	4.	This Amendment may be executed in counterparts, and such counterparts, when taken together shall constitute one and the same Amendment, valid and binding upon each of
the parties to the Shareholders’ Agreement. 

 [Signature pages follow] 
  

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 IN WITNESS WHEREOF, the parties have entered into the Amendment as of the date first above
written. 
  

							
		 		 	THE COMPANY:
			
		 		 	HAWKER BEECHCRAFT, INC.
				
	Date:  July 9, 2009    	 		 	By:	 	/s/ Gail E. Lehman
		 		 	Name: 	 	Gail E. Lehman
		 		 	Title:	 	Vice President, General Counsel and Secretary
			
		 		 	STOCKHOLDERS:
			
		 		 	GS CAPITAL PARTNERS VI FUND, L.P.
				
		 		 	By:	 	 GSCP VI Advisors, L.L.C.
 its
General Partner

				
	Date:  July 9, 2009    	 		 	By:	 	/s/ John Bowman
			
		 		 	GS Capital Partners VI Offshore Fund, L.P.
				
		 		 	By:	 	 GSCP VI Offshore Advisors, L.L.C.
 its General Partner

				
	Date:  July 9, 2009    	 		 	By:	 	/s/ John Bowman
			
		 		 	GS Capital Partners VI GmbH & Co. KG
				
		 		 	By:	 	 GS Advisors VI, L.L.C.
 its
Managing Limited Partner

				
	Date:  July 9, 2009    	 		 	By:	 	/s/ John Bowman
			
		 		 	GS Capital Partners VI Parallel, L.P.
				
		 		 	By:	 	 GS Advisors VI, L.L.C.
 its
General Partner

				
	Date:  July 9, 2009    	 		 	By:	 	/s/ John Bowman

  

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		 		 	ONEX PARTNERS II LP
				
		 		 	By:	 	 Onex Partners II GP LP,
 its
General Partner

				
		 		 	By:	 	 Onex Partners Manager LP,
 its
Agent

				
		 		 	By:	 	 Onex Partners Manager GP ULC,
 its General Partner

				
	Date:  July 9, 2009    	 		 	By:	 	/s/ Robert M. LeBlanc
		 		 	Name: 	 	Robert M. LeBlanc
		 		 	Title:	 	Managing Director
				
	Date:  July 9, 2009    	 		 	By:	 	/s/ Donald F. West
		 		 	Name: 	 	Donald F. West
		 		 	Title:	 	Vice President and Secretary
			
		 		 	ONEX PARTNERS II GP LP
				
		 		 	By:	 	 Onex Partners GP Inc.,
 its
General Partner

				
	Date:  July 9, 2009    	 		 	By:	 	/s/ Robert M. LeBlanc
		 		 	Name: 	 	Robert M. LeBlanc
		 		 	Title:	 	President
				
	Date:  July 9, 2009    	 		 	By:	 	/s/ Donald F. West
		 		 	Name: 	 	Donald F. West
		 		 	Title:	 	Vice President

  

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		 		 	ONEX US PRINCIPALS LP
				
		 		 	By:	 	 Onex American Holdings GP LLC,
 its General Partner

				
	Date:  July 9, 2009    	 		 	By:	 	/s/ Robert M. LeBlanc
		 		 	Name: 	 	Robert M. LeBlanc
		 		 	Title:	 	Director
				
	Date:  July 9, 2009    	 		 	By:	 	/s/ Donald F. West
		 		 	Name: 	 	Donald F. West
		 		 	Title:	 	Director
			
		 		 	ONEX HBI Holdings II Limited S.a.r.l.
				
	Date:  July 9, 2009    	 		 	By:	 	/s/ Donald F. West
		 		 	Name: 	 	Donald F. West
		 		 	Title:	 	Type A Manager
				
	Date:  July 9, 2009    	 		 	By:	 	/s/ Olivier Dorier
		 		 	Name: 	 	Olivier Dorier
		 		 	Title:	 	Type B Manager
			
		 		 	1597257 Ontario Inc.
				
	Date:  July 9, 2009    	 		 	By:	 	/s/ Christopher A. Govan
		 		 	Name: 	 	Christopher A. Govan
		 		 	Title:	 	Managing Director
				
	Date:  July 9, 2009    	 		 	By:	 	/s/ Andrea E. Daly
		 		 	Name: 	 	Andrea E. Daly
		 		 	Title:	 	Vice President and General Counsel

  

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