Second Amendment to Credit Agreement



 Exhibit 10.1 
 EXECUTION VERSION 
 SECOND AMENDMENT 

TO CREDIT AGREEMENT 
 THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of November 6, 2009 and is entered into by and among HAWKER BEECHCRAFT, INC.
(“Holdings”), HAWKER BEECHCRAFT ACQUISITION COMPANY, LLC (the “U.S. Borrower”), and HAWKER BEECHCRAFT LIMITED (the “U.K. Borrower” and, together with the U.S. Borrower, the
“Borrowers”), for purposes of Section IV hereof, the GUARANTORS listed on the signature papers hereto, and the LENDERS listed on the signature papers hereto, and is made with reference to that certain CREDIT
AGREEMENT dated as of March 26, 2007 (as amended by that First Amendment to Credit Agreement dated as of December 19, 2008, by and among Holdings, the Borrowers, Goldman Sachs Credit Partners L.P. as auction manager, Credit Suisse, as
administrative agent and collateral agent (in such capacities, the “Agent”), and the other parties party thereto, and as further amended, restated, supplemented, waived or otherwise modified through the date hereof, the
“Credit Agreement”) by and among the Borrowers, the Guarantors, the Lenders, the Agent and the other Agents named therein. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the
Credit Agreement after giving effect to this Amendment. 
 RECITALS 
 WHEREAS, the Loan Parties have requested that the Required Revolving Lenders agree to amend Section 6.10 of the Credit Agreement
as provided for herein; and 
 WHEREAS, subject to certain conditions set forth herein, the undersigned Lenders are
willing to agree to such amendment relating to Section 6.10 of the Credit Agreement on the terms and subject to the conditions set forth herein. 
 NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows: 
 SECTION I. LIMITED WAIVER AND AMENDMENT TO SECTION 6.10 OF THE CREDIT AGREEMENT 
 1.1 Limited Waiver and Amendment to Section 6.10 of the Credit Agreement. On the terms and subject to the conditions set
forth herein (including, without limitation, the conditions to continuing effectiveness set forth in Clause (B) of Section II hereof) and in reliance on the representations and warranties set forth herein, the Required Revolving Lenders, hereby
permanently (unless revoked pursuant to Clause (B) of Section II hereof) (i) waive compliance by the U.S. Borrower with the Maximum Secured Debt Ratio test set forth in Section 6.10(a) of the Credit Agreement with respect to each
fiscal quarter ending after the Second Amendment Effective Date (as defined below) and (ii) together with the Loan Parties party hereto, amend Section 6.10 of the Credit Agreement by inserting the following new Sections 6.10(b) and 6.10(c)
at the end of such section: 
 “(b) Minimum Liquidity. For any fiscal quarter for which any Revolving
Loans are outstanding on the last day of such fiscal quarter, to the extent that compliance with Section 6.10(a) hereof by the U.S. Borrower is








 
waived as of such date pursuant to the Second Amendment (as defined below) the U.S. Borrower shall not permit as of and determined on the last day of such fiscal quarter the sum of (i) the
aggregate amount of Unrestricted Cash and Cash Equivalents of the U.S. Borrower and its Domestic Subsidiaries; provided that, without duplication of the effect of any Specified Equity Contribution made pursuant to Section 7.03 hereof,
any cash equity contribution (other than in respect of Disqualified Stock of the U.S. Borrower) made to the U.S. Borrower or Holdings (provided that the proceeds thereof have been contributed or provided to the U.S. Borrower as cash common equity)
on or prior to the date that is 20 days after the last day of such fiscal quarter and so designated by the U.S. Borrower to the Agent at the time such contribution is made as a curing equity contribution under this Section 6.10(b), shall be
counted under this clause (i) as Unrestricted Cash and Cash Equivalents of the U.S. Borrower as of the last day of such fiscal quarter to the extent such contribution is not designated as an Excluded Contribution; provided that
(a) in each four fiscal quarter period, there shall be a period of at least one fiscal quarter in respect of which no such curing equity contribution is made, (b) the amount of any such curing equity contribution shall be no greater than
the amount required to cause the U.S. Borrower to be in compliance with Section 6.10(b) and (c) all such curing equity contributions shall be disregarded for any purpose under any Loan Document other than determining compliance with
Section 6.10(b) in such quarter or any subsequent quarter, plus (ii) the amount of the aggregate Revolving Available Credit, to be less than the sum of (x) $162,500,000, plus (y) 50% of the amount by which the net
cash proceeds of any New Term Loans made to the U.S. Borrower pursuant to Section 2.19 of the Credit Agreement after the date of the Second Amendment and prior to March 31, 2010 exceeds $200,000,000. 
 (c) Minimum Adjusted EBITDA. To the extent (i) any Revolving Commitment is outstanding on the last day of a
period indicated below and (ii) compliance with Section 6.10(a) hereof by the U.S. Borrower is waived as of the last day of such period pursuant to the Second Amendment, the U.S. Borrower shall not permit its Adjusted EBITDA for such
period, calculated with such pro forma adjustments to Adjusted EBITDA, mutatis mutandis, as are set forth in the definition of “Interest Coverage Ratio,” to be less than the respective amount set forth below: 
  

				
	 Period
	  	Minimum Adjusted EBITDA
	 Two full consecutive fiscal quarters ending on or about June 30, 2011
	  	$	42.9 million
	 Three full consecutive fiscal quarters ending on or about September 30, 2011
	  	$	78.6 million
	 Four full consecutive fiscal quarters ending on or about December 31, 2011
	  	$	112.5 million
	 Four full consecutive fiscal quarters ending on or about March 31, 2012
	  	$	143.9 million
	 Four full consecutive fiscal quarters ending on or about June 30, 2012
	  	$	198.4 million
	 Four full consecutive fiscal quarters ending on or about September 30, 2012
	  	$	226.5 million
	 Four full consecutive fiscal quarters ending on or about December 31, 2012
	  	$	276.8 million

  

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 For the avoidance of doubt (1) under no circumstance shall the making of any pro forma
adjustments to Adjusted EBITDA, as set forth above, result in the adjustments pursuant to clause (l) of the definition of “Consolidated Net Income”, clause (a)(vii) of the definition of “EBITDA”, or the definitions of
“Consolidated Net Income” and “EBITDA” with respect to inventory (including, but not limited to, impairment charges, asset write-offs or write-downs, dispositions or abandonments in each case with respect to inventory) being
given any effect in any calculation of Adjusted EBITDA and (2) any Specified Equity Contributions made pursuant to Section 7.03 that are included in the calculation of EBITDA with respect to a fiscal quarter and applicable subsequent
periods shall be included in the calculation of Adjusted EBITDA for the purpose of determining compliance with this Section 6.10(c) with respect to such fiscal quarter and applicable subsequent periods. 
 For purposes of this Section 6.10: 
 “Adjusted EBITDA” means, for purposes of any calculation pursuant to Section 6.10(c) after the effective date of the Second Amendment, with respect to any Person for any period, the
EBITDA of such Person for such period without giving effect to any adjustments pursuant to (1) clause (l) of the definition of “Consolidated Net Income”; (2) clause (a)(vii) of the definition of “EBITDA”; or
(3) the definitions of “Consolidated Net Income” and “EBITDA” with respect to inventory (including, but not limited to, impairment charges, asset write-offs or write-downs, dispositions or abandonments in each case with
respect to inventory). 
 “Second Amendment” means that certain Second Amendment to Credit Agreement, dated as
of November 6, 2009, by and among Holdings, the Borrowers, the other Guarantors, Lenders and other parties party thereto.” 
  

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 1.2 Limited Waiver. The waiver set forth in Section 1.1(a)(i) hereof is
effective solely for the purposes as set forth herein and shall be limited precisely as written and shall not be in any event deemed, except as expressly provided herein, (i) to be a waiver or modification of any term or condition of the Credit
Agreement or any other Loan Document, or (ii) to prejudice any right or remedy that the Agent or the Lenders may have at any time under or in connection with the Credit Agreement and the other Loan Documents. 
 SECTION II. CONDITIONS TO EFFECTIVENESS 
 A. Effectiveness. Subject to the provisions set forth in Section II(B) below, this Amendment shall become effective as of the date hereof only upon the satisfaction of all of the following
conditions precedent (the date of satisfaction of such conditions being referred to herein as the “Second Amendment Effective Date”): 
 (i) Execution. The Agent shall have received a counterpart signature page of this Amendment duly executed by each of the Loan Parties, each of the Required Revolving Lenders. 
 (ii) Fees. The Agent shall have received all fees and other amounts due and payable on or prior to the Second
Amendment Effective Date, including, without limitation, (a) in immediately available funds, for the account of each consenting Revolving Lender that has delivered its signature page hereto to the Agent by no later than 5:00 p.m. (New York
time) on November 5, 2009, a non-refundable cash fee in an amount equal to 0.50% of the aggregate amount of each such Lender’s Revolving Commitment outstanding immediately following the prepayments and reductions contemplated by Section
II(A)(iii) below and (b) to the extent invoiced, reimbursement or other payment of all out-of-pocket expenses (including the fees and expenses of Latham & Watkins LLP, special counsel to the Agent) required to be reimbursed or paid by
the Borrowers hereunder or any other Loan Document or agreement entered into in connection therewith. 
 (iii)
Prepayments and Reductions of Commitments. On or after November 5, 2009, the U.S. Borrower (a) shall have made a prepayment of the outstanding Revolving Loans in an aggregate principal amount equal to not less than $125,000,000 and
(b) immediately thereafter and in connection therewith, shall have irrevocably terminated a portion of the U.S. Revolving Commitments in an aggregate principal amount equal to not less than $136,986,301.37 pursuant to Section 2.05(a) of
the Credit Agreement. 
 (iv) Necessary Consents. Each Loan Party shall have obtained all material
consents necessary or advisable in connection with the transactions contemplated by this Amendment. 
 (v)
Representations and Warranties; No Defaults or Events of Default. The representations and warranties contained in Section III of this Amendment are and will be true and correct in all material respects on and as of

  

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the Second Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in
which case they were true and correct in all material respects on and as of such earlier date. Both before and after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing. 
 (vi) Other Documents. The Agent and Lenders shall have received such other documents, information or agreements
regarding Loan Parties as the Agent may reasonably request. 
 B. Continuing Effectiveness. Notwithstanding anything
contained herein or in any other Loan Document, the continuing effectiveness of the waiver set forth herein shall be subject to the following condition (it being understood and agreed that, in the event that the following condition shall at any time
fail to be satisfied, such waiver shall immediately and automatically be revoked such that the U.S. Borrower shall be required to comply (and, with respect to the two most recently completed fiscal quarters for which financial statements shall have
been required to be delivered pursuant to Section 5.01 of the Credit Agreement as of the earliest date that such condition shall fail to be satisfied, to have complied) with Section 6.10(a) of the Credit Agreement as in effect immediately
prior to this Amendment with respect to the two most recently completed fiscal quarters for which financial statements shall have been required to be delivered pursuant to Section 5.01 of the Credit Agreement as of the earliest date that such
condition shall fail to be satisfied and with respect to each of the fiscal quarters ending after such date (it being acknowledged and agreed that, as expressly set forth in Sections 6.10(b) and 6.10(c), the Borrowers shall not be required to comply
with the Minimum Liquidity test set forth in Section 6.10(b) or the Minimum Adjusted EBITDA test set forth in 6.10(c) on any date on which compliance with the Maximum Secured Debt Ratio test set forth in Section 6.10(a) shall not have been
waived)): from and after the Second Amendment Effective Date, that the U.S. Borrower shall not have, and shall not have permitted any Restricted Subsidiaries to, directly or indirectly and whether or not permitted by the Credit Agreement or any
other Loan Document, make any Restricted Payment pursuant to clauses (i), (xii), (xix) or, to the extent predicated on any of clauses (i), (xii) or (xix), clause (ix) of Section 6.04 of the Credit Agreement as such clauses exist
under the Credit Agreement as of the Second Amendment Effective Date. 
 SECTION III. REPRESENTATIONS AND WARRANTIES 
 In order to induce Lenders to enter into this Amendment and to amend the Credit Agreement in the manner provided herein, each Loan Party
which is a party hereto represents and warrants to each Lender that the following statements are true and correct in all material respects: 
 A. Corporate Power and Authority. Each Loan Party, which is party hereto, has all requisite power and authority to enter into this Amendment and to carry out the transactions contemplated by, and
perform its obligations under, the Credit Agreement as amended by this Amendment (the “Amended Agreement”) and the other Loan Documents. 
  

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 B. Authorization of Agreements. The execution and delivery of this Amendment and the
performance of the Amended Agreement and the other Loan Documents have been duly authorized by all necessary action on the part of each Loan Party. 
 C. No Conflict. The execution and delivery by each Loan Party of this Amendment and the performance by each Loan Party of the Amended Agreement and the other Loan Documents do not and will not
(i) violate (A) any provision of law, statute, rule or regulation in any material respect, or any provision of the certificate or articles of incorporation, memorandum of association or other constitutive documents or by-laws (or by-laws)
of Holdings, the Borrowers or any other Subsidiary of Holdings, (B) any order of any Governmental Authority in any material respect or (C) any provision of any material indenture, agreement or other instrument to which Holdings, Borrower
or any Subsidiary is a party or by which any of them or any material portion of their property is or may be bound (other than any such indenture, agreement, or other instrument to be terminated on the Second Amendment Effective Date or pursuant to
which all relevant consents, or waivers have been obtained), (ii) be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under, or give rise to any right to accelerate or to require
the prepayment, repurchase or redemption of any obligation under any such indenture, agreement or other instrument, (iii) except as permitted under the Amended Agreement, result in the creation or imposition of any Lien upon or with respect to
any material property or assets now owned or hereafter acquired by Holdings, the Borrowers or any other Subsidiary of Holdings (other than any Lien created or permitted hereunder or under the Collateral Documents), or (iv) require any approval
of stockholders or partners or any approval or consent of any Person under any contractual obligation of each Loan Party, except for such approvals or consents which will be obtained on or before the Second Amendment Effective Date and except for
any such approvals or consents the failure of which to obtain will not have a Material Adverse Effect. 
 D. Governmental
Consents. No material action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the execution and delivery by each Loan Party of this Amendment and the
performance by the Borrowers and Holdings of the Amended Agreement and the other Loan Documents, except for such actions, consents and approvals which have been obtained and are in full force and effect or which are not material to the consummation
of this Amendment and the performance of the Amended Agreement and the other Loan Documents. 
 E. Binding Obligation.
This Amendment and the Amended Agreement have been duly executed and delivered by each of the Loan Parties party thereto and each constitutes a legal, valid and binding obligation of such Loan Party to the extent a party thereto, enforceable against
such Loan Party in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors’ rights
generally and except as enforceability may be limited by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 
 F. Incorporation of Representations and Warranties from Credit Agreement. The representations and warranties contained in Article III
of the Amended Agreement are and will be true and correct in all material respects on and as of the Second

  

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Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case
they were true and correct in all material respects on and as of such earlier date. 
 G. Absence of Default. No event
has occurred and is continuing or will result from the consummation of the transactions contemplated by this Amendment that would constitute an Event of Default or a Default. 
 SECTION IV. ACKNOWLEDGMENTS AND CONSENT 
 Each Guarantor hereby acknowledges
that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each Loan Document to which it is
a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Loan Documents the payment and performance of all
“Obligations” under each of the Loan Documents to which is a party (in each case as such terms are defined in the applicable Loan Document). 
 Each Guarantor acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be
valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Guarantor represents and warrants that all representations and warranties contained in the Amended Agreement and the Loan Documents
to which it is a party or otherwise bound are true and correct in all material respects on and as of the Second Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and
warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date. 
 Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any
other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such
Guarantor to any future amendments to the Credit Agreement. 
 SECTION V. MISCELLANEOUS 
 A. Reference to and Effect on the Credit Agreement and the Other Loan Documents. 
 (i) On and after the Second Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”,
“hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to the “Credit Agreement”, “thereunder”, “thereof”
or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended by this Amendment. 
  

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 (ii) Except as specifically amended by this Amendment, the Credit Agreement
and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed. 
 (iii) The execution, delivery and performance of this Amendment shall not constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of any Agent or Lender under, the Credit Agreement or any of the other
Loan Documents. 
 B. Section and Subsection headings in this Amendment are included herein for convenience of reference
only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect. 
 C.
Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF
LAWS PRINCIPLES THEREOF. 
 D. Counterparts. This Amendment may be executed in any number of counterparts and
by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from
multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. 
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed
and delivered by their respective officers thereunto duly authorized as of the date first written above. 
  

							
	HOLDINGS:	 		 	HAWKER BEECHCRAFT, INC.
				
		 		 	By:	 	 /s/ George M. Sellew

		 		 	Name:	 	George M. Sellew
		 		 	Title:	 	Vice President and Treasurer
			
	BORROWERS:	 		 	HAWKER BEECHCRAFT ACQUISITION COMPANY, LLC
				
		 		 	By:	 	 /s/ George M. Sellew

		 		 	Name:	 	George M. Sellew
		 		 	Title:	 	Vice President and Treasurer
			
		 		 	HAWKER BEECHCRAFT LIMITED
				
		 		 	By:	 	 /s/ George M. Sellew

		 		 	Name:	 	George M. Sellew
		 		 	Title:	 	Director

 [SIGNATURE PAGE TO SECOND AMENDMENT 
 TO HAWKER BEECHCRAFT ACQUISITION 
 COMPANY, LLC CREDIT AGREEMENT] 








							
	GUARANTORS:	 		 	HAWKER BEECHCRAFT CORPORATION
				
		 		 	By:	 	 /s/ George M. Sellew

		 		 	Name:	 	George M. Sellew
		 		 	Title:	 	Vice President and Treasurer
			
		 		 	RAPID AIRCRAFT PARTS INVENTORY AND DISTRIBUTION COMPANY, LLC
				
		 		 	By:	 	 /s/ George M. Sellew

		 		 	Name:	 	George M. Sellew
		 		 	Title:	 	Vice President and Treasurer
			
		 		 	ARKANSAS AEROSPACE, INC.
				
		 		 	By:	 	 /s/ George M. Sellew

		 		 	Name:	 	George M. Sellew
		 		 	Title:	 	Vice President and Treasurer
			
		 		 	HAWKER BEECHCRAFT QUALITY SUPPORT COMPANY
				
		 		 	By:	 	 /s/ George M. Sellew

		 		 	Name:	 	George M. Sellew
		 		 	Title:	 	Vice President and Treasurer
			
		 		 	HAWKER BEECHCRAFT SERVICES, INC.
				
		 		 	By:	 	 /s/ George M. Sellew

		 		 	Name:	 	George M. Sellew
		 		 	Title:	 	Vice President and Treasurer
			
		 		 	TRAVEL AIR INSURANCE COMPANY, LTD.
				
		 		 	By:	 	 /s/ George M. Sellew

		 		 	Name:	 	George M. Sellew
		 		 	Title:	 	Vice President and Treasurer

 [SIGNATURE PAGE TO SECOND AMENDMENT 
 TO HAWKER BEECHCRAFT ACQUISITION 
 COMPANY, LLC CREDIT AGREEMENT] 








							
		 		 	TRAVEL AIR INSURANCE COMPANY (KANSAS)
				
		 		 	By:	 	 /s/ George M. Sellew

		 		 	Name:	 	George M. Sellew
		 		 	Title:	 	Vice President and Treasurer
			
		 		 	HAWKER BEECHCRAFT REGIONAL OFFICES, INC.
				
		 		 	By:	 	 /s/ James D. Knight

		 		 	Name:	 	James D. Knight
		 		 	Title:	 	Vice President and Controller
			
		 		 	BEECHCRAFT AVIATION COMPANY
				
		 		 	By:	 	 /s/ George M. Sellew

		 		 	Name:	 	George M. Sellew
		 		 	Title:	 	Vice President and Treasurer
			
		 		 	HAWKER BEECHCRAFT FINANCE CORPORATION
				
		 		 	By:	 	 /s/ George M. Sellew

		 		 	Name:	 	George M. Sellew
		 		 	Title:	 	Vice President and Treasurer
			
		 		 	HAWKER BEECHCRAFT NOTES COMPANY
				
		 		 	By:	 	 /s/ George M. Sellew

		 		 	Name:	 	George M. Sellew
		 		 	Title:	 	Vice President and Treasurer
			
		 		 	HAWKER BEECHCRAFT INTERNATIONAL DELIVERY CORPORATION
				
		 		 	By:	 	 /s/ James D. Knight

		 		 	Name:	 	James D. Knight
		 		 	Title:	 	President

 [SIGNATURE PAGE TO SECOND AMENDMENT 
 TO HAWKER BEECHCRAFT ACQUISITION 
 COMPANY, LLC CREDIT AGREEMENT] 








			
	GOLDMAN SACHS LENDING PARTNERS LLC
		
	By:	 	 /s/ Andrew Caditz

	Name:	 	Andrew Caditz
	Title:	 	Authorized Signatory


 [SIGNATURE PAGE TO SECOND AMENDMENT 
 TO HAWKER BEECHCRAFT ACQUISITION 
 COMPANY, LLC CREDIT AGREEMENT] 








			
	UBS Loan Finance LLC
		
	By:	 	 /s/ Mary E. Evans

	Name:	 	Mary E. Evans
	Title:	 	Associate Director
		
	By:	 	 /s/ Irja R. Otsa

	Name:	 	Irja R. Otsa
	Title:	 	Associate Director


 [SIGNATURE PAGE TO SECOND AMENDMENT 
 TO HAWKER BEECHCRAFT ACQUISITION 
 COMPANY, LLC CREDIT AGREEMENT] 








			
	STATE BANK OF INDIA, NEW YORK
		
	By:	 	 /s/ Gopal Chakrapani

	Name:	 	Gopal Chakrapani
	Title:	 	Vice President & Head (Credit)


 [SIGNATURE PAGE TO SECOND AMENDMENT 
 TO HAWKER BEECHCRAFT ACQUISITION 
 COMPANY, LLC CREDIT AGREEMENT] 








			
	Bank of America, N.A.
		
	By:	 	 /s/ Cameron D. Taylor

	Name:	 	Cameron D. Taylor
	Title:	 	Senior Vice President


 [SIGNATURE PAGE TO SECOND AMENDMENT 
 TO HAWKER BEECHCRAFT ACQUISITION 
 COMPANY, LLC CREDIT AGREEMENT] 








			
	EXPORT DEVELOPMENT CANADA
		
	By:	 	 /s/ Talal M. Kairouz

	Name:	 	Talal M. Kairouz
	Title:	 	Asset Manager
		
	By:	 	 /s/ Roman Chomyn

	Name:	 	Roman Chomyn
	Title:	 	Portfolio Manager


 [SIGNATURE PAGE TO SECOND AMENDMENT 
 TO HAWKER BEECHCRAFT ACQUISITION 
 COMPANY, LLC CREDIT AGREEMENT] 








			
	The Bank of Nova Scotia
		
	By:	 	 /s/ Todd Meller

	Name:	 	Todd Meller
	Title:	 	Managing Director


 [SIGNATURE PAGE TO SECOND AMENDMENT 
 TO HAWKER BEECHCRAFT ACQUISITION 
 COMPANY, LLC CREDIT AGREEMENT] 








			
	Citigroup North America, Inc.
		
	By:	 	 /s/ Brian Reed

	Name:	 	Brian Reed
	Title:	 	Director


 [SIGNATURE PAGE TO SECOND AMENDMENT 
 TO HAWKER BEECHCRAFT ACQUISITION 
 COMPANY, LLC CREDIT AGREEMENT] 








			
	CREDIT SUISSE, CAYMAN ISLANDS BRANCH,
	as Lender
		
	By:	 	 /s/ Bill O’Daly

	Name:	 	Bill O’Daly
	Title:	 	Director
		
	By:	 	 /s/ Ilya Ivashkov

	Name:	 	Ilya Ivashkov
	Title:	 	Associate

 [SIGNATURE PAGE TO SECOND AMENDMENT 
 TO HAWKER BEECHCRAFT ACQUISITION 
 COMPANY, LLC CREDIT AGREEMENT]