AMENDMENT, RELEASE AND WAIVER NO. 1


                  AMENDMENT,  RELEASE  AND WAIVER NO. 1 dated as of  December 4,
1998 by and among BE Aerospace,  Inc., a Delaware  corporation  (the "Company"),
In-Flight   Entertainment,   LLC,   a   Delaware   limited   liability   company
("In-Flight"),  the lenders party hereto (the "Lenders") and The Chase Manhattan
Bank, as administrative agent (the "Administrative Agent").

                  WHEREAS the Company,  the Lenders and the Administrative Agent
are party to a Fifth Amended and Restated  Credit  Agreement dated as of October
29, 1993,  amended and  restated as of August 7, 1998 (as amended,  supplemented
and  otherwise  modified and in effect to but  excluding  the date  hereof,  the
"Credit Agreement").

                  WHEREAS In-Flight and the Administrative  Agent are parties to
an Amended  and  Restated  Guarantee  and  Security  Agreement  (the  "In-Flight
Guarantee and Security Agreement")  providing,  inter alia, for the guarantee by
In-Flight of the obligations of the Company under the Credit Agreement.

                  WHEREAS the Company and the  Administrative  Agent are parties
to an  Amended  and  Restated  Security  Agreement  (the  "Security  Agreement")
providing, inter alia, for the pledge by the Company, as collateral security for
the payment of the obligations of the Company under the Credit Agreement, of all
of the membership interests of In-Flight owned by the Company.

                  WHEREAS   the   Company   has  advised  the  Lenders  and  the
Administrative  Agent that the Company  wishes to (i) sell,  at any time or from
time to time, all or any part of the membership  interests it holds in In-Flight
(collectively,  the "In-Flight  Disposition"),  (ii) transfer  certain assets of
Puritan-Bennett  Aero  Systems  Corp.  ("Puritan-Bennett")  associated  with the
business of In-Flight in an amount not to exceed $2,000,000 to a special purpose
subsidiary of the Company ("Puritan-Bennett Subsidiary") after which the Company
shall then transfer all of the issued and outstanding  stock of  Puritan-Bennett
Subsidiary to In-Flight (the "Puritan-Bennett Transfer") and (iii) terminate the
In-Flight Guarantee and Security Agreement and release the remaining  membership
interests  of  In-Flight  owned by the  Company  from the  Collateral  under the
Security Agreement. Therefore, the Company has requested that the Lenders agree,
and the Lenders  party hereto are  willing,  on the basis set forth  herein,  to
waive and amend various provisions  contained in Sections 8.05, 8.08 and 8.17 of
the  Credit  Agreement  and to  consent  to  the  termination  of the  In-Flight
Guarantee and Security  Agreement  and the release of the  remaining  membership
interests of In-Flight from the  Collateral,  all on the terms and conditions of
this Amendment, Release and Waiver No. 1. Capitalized terms used but not defined
herein shall have the respective  meanings  ascribed to such terms in the Credit
Agreement.
<PAGE>

                  NOW THEREFORE in  consideration of the premises and the mutual
agreements contained herein, and for other good and valuable consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto
agree as follows:

                  Section 1.  WAIVER, TERMINATION AND RELEASE.

                  (a)  Subject  to  the   satisfaction   of  the  conditions  to
effectiveness specified in Section 5 hereof, but with effect on the date hereof,
each of the Lenders hereby agrees with the Company that:

                  (i) any  violation  of Section  8.05 of the  Credit  Agreement
         shall be  waived  to the  extent  necessary  to  permit  the  In-Flight
         Disposition;

                  (ii)  any  violation  by the  Company  or  Puritan-Bennett  of
         Section  8.08(d) of the Credit  Agreement shall be waived to the extent
         necessary to permit the Puritan-Bennett  Transfer and any investment by
         the  Company  or  Puritan-Bennett  in  connection  therewith  shall not
         constitute an Investment for the purpose of Section 8.08(d); and

                  (iii)  Section 8.17 of the Credit  Agreement,  which  requires
         that  the  Company  maintain  its  ownership  interest  in  each of its
         Subsidiaries  and prohibits the sale,  transfer,  pledge or disposal of
         such ownership  interests,  shall be waived to the extent  necessary to
         permit the In-Flight Disposition.

                  (b)  Subject  to  the   satisfaction   of  the  conditions  to
effectiveness  specified in Section 5 hereof, but with effect on the date of the
initial  In-Flight  Disposition,  each of the Lenders hereby further agrees with
the Company that  In-Flight  shall be released  from its  obligations  under the
In-Flight Guarantee and Security Agreement.

                  (c)  Subject  to  the   satisfaction   of  the  conditions  to
effectiveness  specified in Section 5 hereof, but with effect on the date of the
initial  In-Flight  Disposition,  each of the Lenders hereby further agrees with
the Company that,  all  membership  interests of In-Flight  owned by the Company
shall be released from the Collateral under the Security Agreement.

                  Section  2.  AMENDMENTS.  Subject to the  satisfaction  of the
conditions  precedent specified in Section 5 hereof, but with effect on the date
hereof, the Credit Agreement shall be amended as follows:

                  (a) Section 8.08(d) shall be amended to read in its entirety:

                  "(d) Investments by the Company in Subsidiaries of the Company
         in the ordinary  course of business;  provided  that (i) the  aggregate
         amount of the Investments by the Company or any of its  Subsidiaries in
         the Specified  Subsidiaries shall not exceed $5,000,000 at any one time
<PAGE>

         outstanding and (ii) the aggregate  amount of Customer  Obligations (as
         defined in paragraph (h) below) that are not fully secured  (whether by
         a  perfected  Lien on,  or an  indefeasible  title  retention  to,  the
         products  so sold or leased,  or  otherwise)  plus the  aggregate  fair
         market value of all Property (whether now owned or hereafter  acquired)
         of the Company or any of its  Subsidiaries (as determined in good faith
         by  the  chief  financial  officer  of  the  Company)  sold,  assigned,
         transferred  or otherwise  disposed of on or after  December 2, 1998 to
         any  Minority-Owned  Entities (as defined in paragraph  (h) below) plus
         the aggregate  book value (at the time of its transfer) of all Property
         (not including cash and not including any Property that is subject to a
         Lien in  favor  of the  Administrative  Agent  for the  benefit  of the
         Lenders)  transferred  by the  Company to any one or more  Subsidiaries
         since December 2, 1998 minus any cash dividends or other  distributions
         received by the Company from any  Minority-Owned  Entity (as defined in
         paragraph  (h) below)  since  December  2, 1998 shall not exceed in the
         aggregate at any one time  outstanding  the greater of (x)  $25,000,000
         and (y) 5% of Adjusted Net Worth as of the most recent  Fiscal Date for
         which  financial  statements  have been  provided  hereunder;  provided
         further,  that any  increase  in the net  worth  of any  Minority-Owned
         Entity  (determined in accordance with GAAP) shall not be considered in
         determining the amounts under (x) and (y) above;"

                  (b) Section 8.08(h) shall be amended to read in its entirety:

                 "(h)  Investments  of the Company and its  Subsidiaries  (i) in
         corporations,  companies, limited liability companies, partnerships and
         other  entities in each case that are not,  or do not  thereby  become,
         Subsidiaries  of  the  Company  ("Minority-Owned   Entities")  or  (ii)
         representing  obligations  of  customers  owing to the  Company and its
         Subsidiaries  in respect of the deferred  purchase price of products or
         services  sold or the  leasing  of  products  to  customers  ("Customer
         Obligations"),  in each case in the ordinary  course of business of the
         Company and its Subsidiaries as provided for in Section 8.14 hereof and
         on such terms as the  management  of the Company may  determine  in its
         reasonable  business  judgment,  provided that the aggregate  amount of
         such  Customer  Obligations  that are not fully  secured  (whether by a
         perfected Lien on, or an indefeasible  title retention to, the products
         so sold or leased,  or otherwise)  plus the aggregate fair market value
         of all  Property  (whether  now  owned or  hereafter  acquired)  of the
         Company or any of its  Subsidiaries (as determined in good faith by the
         chief financial officer of the Company) sold, assigned,  transferred or
         otherwise  disposed  of on or  after  December  2,  1998  to  any  such
         Minority-Owned  Entities plus the aggregate  book value (at the time of
         its  transfer) of all Property  (not  including  cash and not including
         Property that is subject to a Lien in favor of the Administrative Agent
         for the benefit of the Lenders)  transferred  by the Company to any one
         or more Subsidiaries since December 2, 1998 minus any cash dividends or
         other  distributions  received by the Company  from any  Minority-Owned
         Entity since  December 2, 1998 shall not exceed in the aggregate at any
         one time  outstanding  the  greater  of (x)  $25,000,000  and (y) 5% of
         Adjusted  Net  Worth  as of the  most  recent  Fiscal  Date  for  which
         financial  statements have been provided  hereunder;  provided further,
         that  any  increase  in the  net  worth  of any  Minority-Owned  Entity
         (determined  in  accordance  with  GAAP)  shall  not be  considered  in
         determining the amounts under (x) and (y) above."
<PAGE>

                  Section 3. REPRESENTATIONS AND WARRANTIES.  The Company hereby
represents  and warrants to the Lenders and the  Administrative  Agent that this
Amendment,  Release  and Waiver  No. 1 has been duly and  validly  executed  and
delivered  by  the  Company  and  constitutes  the  Company's  legal  and  valid
obligation,  enforceable  in  accordance  with its terms.  The  Company  further
represents  and warrants to the Lenders and the  Administrative  Agent that both
before and after giving effect to this  Amendment,  Release and Waiver No. 1 (i)
no Default has  occurred  and is  continuing  and (ii) the  representations  and
warranties made by the Company in Section 7 of the Credit Agreement are true and
complete  on and as of the date hereof with the same force and effect as if made
on and as of such date (or, if any such  representation or warranty is expressly
stated to have been made as of a specific  date, as of such specific  date).  It
shall be an Event of  Default  for all  purposes  of the  Credit  Agreement  (as
amended hereby) if any  representation,  warranty or  certification  made by the
Company in this  Amendment,  Release and Waiver No. 1, or in any  certificate or
other writing  furnished to any Lender or the  Administrative  Agent pursuant to
this Amendment,  Release and Waiver No. 1, shall prove to have been incorrect as
of the time made or furnished in any material respect.

                  Section 4. DOCUMENTS OTHERWISE  UNCHANGED.  The parties hereto
agree that,  except as expressly  provided herein,  the Credit Agreement and the
Security Agreement shall remain unchanged and in full force and effect.

                  Section 5. CONDITIONS TO EFFECTIVENESS.  The waivers set forth
in Section 1 hereof and the  amendments  to the  Credit  Agreement  set forth in
Section 2 hereof shall be subject to the  satisfaction  of each of the following
conditions to effectiveness:

                  (a) the  Administrative  Agent shall have received one or more
         counterparts of this Amendment,  Release and Waiver No. 1 duly executed
         by the Company,  In-Flight, the Majority Lenders and the Administrative
         Agent; and

                  (b) the Administrative Agent shall have received  satisfactory
         evidence from the chief financial  officer of the Company as to the Net
         Available  Proceeds that the Company  shall receive in connection  with
         the  sale of the  membership  interests  of  In-Flight  and  the  chief
         financial officer shall have given the Administrative Agent irrevocable
         notice  that  such  Net  Available  Proceeds  shall be  applied  to the
         prepayment of the Series B Loans.

                  Section 6.  COUNTERPARTS.  This Amendment,  Release and Waiver
         No. 1 may be  executed  in any number of  counterparts,  each of which
         shall be identical and all of which,  when taken together,  shall
         constitute one and the same  instrument,  and any of the  parties
         hereto may execute  this  Amendment, Release and Waiver No. 1 by
         signing any such counterpart.

                  Section 7. EXPENSES.  Without  limiting its obligations  under
Section 11.03 of the Credit Agreement, the Company agrees to pay, on demand, all
reasonable   out-of-pocket  costs  and  expenses  of  the  Administrative  Agent
(including, without limitation,  reasonable fees and expenses of Milbank, Tweed,
Hadley & McCloy,  special  counsel  to the  Administrative  Agent)  incurred  in
connection  with the  negotiation,  preparation,  execution and delivery of this
Amendment, Release and Waiver No. 1.
<PAGE>

                  Section 8. BINDING EFFECT. This Amendment,  Release and Waiver
No. 1 shall be binding  upon and inure to the benefit of the parties  hereto and
their respective successors and assigns.

                  Section 9. GOVERNING LAW. This  Amendment,  Release and Waiver
No. 1 shall be governed by, and  construed in  accordance  with,  the law of the
State of New York.



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

<PAGE>

                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Amendment,  Release  and Waiver No. 1 to be duly  executed  as of the date first
above written.


                              BE AEROSPACE, INC.



                              By_______________________
                              Name:
                              Title:

                              Address for Notices:

                              BE Aerospace, Inc.
                              1400 Corporate Center Way
                              Wellington, Florida 33414

                              Attention: Jeffrey P. Holtzman,
                              Vice President and Treasurer

                              Telecopier No.: (561) 791-3966
                              Telephone No.: (561) 791-5000

                                       with a copy to:

                              Ropes & Gray
                              One International Place
                              Boston, MA 02110

                              Attention:  Winthrop G. Minot, Esq.

                              Telecopier No.: (617) 951-7050
                              Telephone No.: (617) 951-7000

<PAGE>

                              IN-FLIGHT ENTERTAINMENT, LLC

                              By BE Aerospace, Inc., Member



                              By_______________________
                                Name:
                                Title:

                              Address for Notices:

                              In-Flight Entertainment, LLC
                              17481 Red Hill Avenue
                              Irvine, California 92614

                              Attention: Thomas P. McCaffrey

                              Telephone No.:
                              Telecopier No.:



<PAGE>
                                     LENDERS


                              THE CHASE MANHATTAN BANK



                              By_______________________
                              Name:
                              Title:




                              NATIONSBANK, N.A.



                              By_______________________
                                Name:
                                Title:




                              CREDIT LYONNAIS ATLANTA AGENCY



                              By_______________________
                                Name:
                                Title:




                              LASALLE BUSINESS CREDIT, INC.




                              By_______________________
                                Name:
                                Title:
<PAGE>


                              THE LONG-TERM CREDIT BANK
                                   OF JAPAN, LTD.



                              By_______________________
                                Name:
                                Title:




                              THE FUJI BANK AND TRUST COMPANY



                              By_______________________
                                Name:
                                Title:




                              WACHOVIA BANK, N.A.



                              By_______________________
                                 Name:
                                 Title:




                              AMSOUTH BANK



                              By_______________________
                                Name:
                                Title:

<PAGE>



                              THE BANK OF NEW YORK


                              By_______________________
                                Name:
                                Title:




                              DG BANK DEUTSCHE GENOSSENSCHAFTSBANK,
                                   CAYMAN ISLAND BRANCH



                              By_______________________
                                Name:
                                Title:



                              By_______________________
                                Name:
                                Title:




                              FIRST UNION NATIONAL BANK



                              By_______________________
                                Name:
                                Title:



<PAGE>


                              SUNTRUST BANK, SOUTH FLORIDA, N.A.



                              By_______________________
                                Name:
                                Title:



                              ABN AMRO BANK N.V.



                              By_______________________
                                Name:
                                Title:



                              By_______________________
                                Name:
                                Title:


<PAGE>


                              THE CHASE MANHATTAN BANK,
                              as Administrative Agent



                              By_______________________
                                Name:
                                Title:


                              Address for Notices to
                              Chase as Administrative Agent:

                              The Chase Manhattan Bank
                              Loan and Agency Services Group
                              1 Chase Manhattan Plaza
                              New York, New York 10081