AMENDMENT NO. 2


                  AMENDMENT  NO. 2 dated as of  December  21,  1999,  between BE
AEROSPACE,  INC., a corporation  duly  organized and validly  existing under the
laws of the State of Delaware  (the  "Company");  each of the lenders  that is a
signatory hereto (individually,  a "Lender" and,  collectively,  the "Lenders");
and THE CHASE MANHATTAN BANK, a New York banking  corporation,  as agent for the
Lenders (in such capacity,  together with its  successors in such capacity,  the
"Administrative Agent").

                  The  Company,  the  Lenders and the  Administrative  Agent are
parties to a Fifth Amended and Restated  Credit  Agreement dated as of August 7,
1998, as amended by Amendment,  Release and Waiver No. 1 dated as of December 4,
1998 (as amended,  modified and  supplemented  and in effect on the date hereof,
the "Credit Agreement").  The Company has requested that the Credit Agreement be
amended and accordingly, the parties hereto hereby agree as follows:

                  Section 1.  DEFINITIONS.  Except as otherwise  defined in this
Amendment No. 2, terms defined in the Credit  Agreement (as amended  hereby) are
used herein as defined therein.

                  Section  2.  AMENDMENTS.  Subject to the  satisfaction  of the
condition  precedent  specified in Section 4 below, but effective as of the date
hereof (the "Amendment  Effective Date"),  the Credit Agreement shall be amended
as follows:

                  2.01. References in the Credit Agreement (including references
to the Credit  Agreement as amended  hereby) to "this  Agreement"  (and indirect
references such as "hereunder", "hereby", "herein" and "hereof") shall be deemed
to be references to the Credit Agreement as amended hereby.

                  2.02.  The  definition of "Adjusted Net Worth" in Section 1.01
of the Credit  Agreement  shall be amended by adding  following words at the end
thereof:

                  "  plus  (f)  an  amount  not  to  exceed  $28,000,000  in the
         aggregate of the after-tax amount  (calculated using the then effective
         corporate  Federal  tax  rate,   regardless  of  the  after-tax  amount
         determined  in  accordance  with GAAP) of the  non-cash  portion of the
         non-recurring  charges and  operating  inefficiencies  discussed by the
         Company in its November 22, 1999 press release."

                  2.03. The definition of "Applicable Margin" in Section 1.01 of
the Credit Agreement shall be amended to read in its entirety as follows:

                  "'APPLICABLE  MARGIN'  shall  mean with  respect  to Base Rate
Loans and Eurodollar Loans, the rate for such Type of Loan for each level period
set forth in the schedule below:

<TABLE>
<CAPTION>
                                Applicable Margin


              Level Period                Base Rate Loans                 Eurodollar Loans
---------------------------------------   -----------------------------   -------------------
<S>                                                  <C>                           <C>
Level I Period                                       0.00%                          0.750%
Level II Period                                      0.00%                          0.875%
Level III Period                                     0.00%                          1.000%
Level IV Period                                      0.50%                          1.500%
Level V Period                                       0.75%                          1.750%
Level VI Period                                      1.00%                          2.000%
Level VII Period                                     1.50%                          2.500%
</TABLE>

<PAGE>

PROVIDED that  notwithstanding  anything herein to the contrary,  the Applicable
Margin  shall not be less than the rate for a Level V Period from the  Amendment
Effective  Date until the third  Business  Day  following  of the receipt of the
financial  statements  under  Section  8.01(b) as at and for the fiscal  quarter
ending on the Fiscal Date in November, 1999."

                  2.04. The definition of "Commitment  Fee Rate" in Section 1.01
of the Credit Agreement shall be amended to read in its entirety as follows:

                  "'COMMITMENT  FEE RATE' shall mean (a) 0.2000% for any Level I
         Period,  (b) 0.2500% for any Level II Period, (c) 0.2500% for any Level
         III Period,  (d)  0.3750% for any Level IV Period,  (e) 0.3750% for any
         Level V Period, (f) 0.5000% for any Level VI Period and (e) 0.5000% for
         any Level VII Period, provided that notwithstanding  anything herein to
         the contrary,  the  Commitment Fee Rate shall not be less than the rate
         for a Level V Period from the Amendment  Effective Date until the third
         Business Day following of the receipt of the financial statements under
         Section  8.01(b) as at and for the fiscal  quarter ending on the Fiscal
         Date in November, 1999."

                  2.05. The definition of "EBITDA" in Section 1.01 of the Credit
Agreement shall be amended by adding following words at the end thereof:

                  ";  PROVIDED,  HOWEVER,  that for the  purpose of  calculating
         EBITDA for the five  fiscal  quarters  of the  Company  beginning  with
         November 1999 and ending with November  2000,  EBITDA shall be adjusted
         to add back the  non-recurring  charges  and  operating  inefficiencies
         discussed by the Company in its  November 22, 1999 press  release in an
         amount not to exceed,  without  duplication,  (i)  $72,300,000  for the
         quarter ending  November 1999,  (ii)  $83,900,000 for each of the three
         quarters  ending  February  2000,  May 2000 and  August  2000 and (iii)
         $11,600,000 for the quarter ending November 2000."

                  2.06. The definition of  "Indebtedness" in Section 1.01 of the
Credit  Agreement  shall be amended by  inserting  at the end  thereof the words
"excluding,  however,  any  guaranty  or  indemnity  given  by  the  Company  in
connection with the sale of the Sextant In-Flight Entertainment Note".

                  2.07. Section 8.10 of the Credit Agreement shall be amended to
read in its entirety as follows:

                  "8.10 Leverage Ratio. The Company will not permit the Leverage
Ratio to exceed the following respective ratios at any time during the following
respective periods:
<TABLE>
<CAPTION>

                           Period                                 Ratio
<S>               <C>                                             <C>
                  From the Fiscal Date in
                    November 1999 through
                    the Fiscal Date in February 2001              5.25 to 1

<PAGE>

                  From (but not including) the
                    Fiscal Date in February 2001
                    through the Fiscal Date in
                    February 2002                                 4.75 to 1

                  From (but not including) the
                    Fiscal Date in February 2002
                    through the Fiscal Date in
                    February 2003                                 4.25 to 1

                  Thereafter                                      4.00 to 1"
</TABLE>

                  2.08. Section 8.11 of the Credit Agreement shall be amended to
read in its entirety as follows:

                  "ADJUSTED  NET WORTH.  The Company will not at any date permit
         Adjusted Net Worth to be less than the sum of (a) $170,000,000 plus (b)
         75%  of the  aggregate  amount  of Net  Available  Proceeds  of  Equity
         Issuances  received  after November 27, 1999 plus (c) 75% of the sum of
         consolidated   net  earnings  of  the  Company  and  its   Subsidiaries
         (determined on a consolidated  basis without  duplication in accordance
         with GAAP) for each fiscal quarter of the Company ending after November
         27,  1999;  provided  that  consolidated  net  earnings  for any fiscal
         quarter in which there is a consolidated net loss shall be deemed to be
         zero."

                  2.09. Section 8.12 of the Credit Agreement shall be amended to
read in its entirety as follows:

                  "INTEREST  COVERAGE  RATIO.  The  Company  will not permit the
Interest  Coverage Ratio to be less than the following  respective ratios during
the following respective periods:
<TABLE>
<CAPTION>

                           Period                              Ratio
<S>               <C>                                          <C>
                  From the Fiscal Date in
                    November 1999 through
                    the Fiscal Date in February 2001            2.00 to 1

                  From (but not including) the
                    Fiscal Date in February 2001
                    through the Fiscal Date in
                    February 2002                               2.25 to 1

                  From (but not including) the
                    Fiscal Date in February 2002
                    through the Fiscal Date in
                    February 2003                               2.50 to 1

                  Thereafter                                    2.75 to 1"
</TABLE>

                  Section  3.   Representations  and  Warranties.   The  Company
represents and warrants to the Lenders that the  representations  and warranties
set forth in Section 7 of the Credit  Agreement (as amended hereby) are true and

<PAGE>

complete on the date hereof as if made on and as of the date hereof (or, if such
representation or warranty is expressly stated to be made as of a specific date,
as of such  specific  date) and as if each  reference in said Section 7 to "this
Agreement" included reference to this Amendment No. 2.

                  Section  4.  CONDITION  PRECEDENT.  As  provided  in Section 2
above,  the amendments to the Credit Agreement set forth in said Section 2 shall
become  effective,  as of the date hereof,  upon  receipt by the  Administrative
Agent of the following  documents,  each of which shall be  satisfactory  to the
Administrative Agent in form and substance:

                  4.01.  AMENDMENT  NO. 2. Duly  executed  counterparts  of this
Amendment  No. 2 by the  Company,  the  Administrative  Agent  and the  Majority
Lenders.

                  4.02. OPINION OF COUNSEL TO THE COMPANY. An opinion, dated the
         Amendment  Effective  Date,  of  Shearman  &  Sterling,  counsel to the
         Company,  (i) as to the due  authorization,  execution  and delivery of
         this  Amendment  No. 2 and (ii)  that  this  Amendment  No. 2 is legal,
         valid, binding and enforceable in accordance with its terms (subject to
         customary  exceptions) and the Company hereby instructs such counsel to
         deliver such opinions to the Lenders and the Administrative Agent.

                  4.03.   OTHER   DOCUMENTS.   Such  other  documents  that  the
         Administrative   agent  or  special  New  York  counsel  to  Chase  may
         reasonably request.

                  Section  5.  MISCELLANEOUS.  Except  as herein  provided,  the
Credit  Agreement  shall  remain  unchanged  and in full force and effect.  This
Amendment  No. 2 may be  executed  in any number of  counterparts,  all of which
taken together shall  constitute one and the same amendatory  instrument and any
of the  parties  hereto may  execute  this  Amendment  No. 2 by signing any such
counterpart.  This  Amendment  No. 2 shall be  governed  by,  and  construed  in
accordance with, the law of the State of New York.

                [Remainder of this page intentionally left blank]


<PAGE>

                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Amendment  No. 2 to be duly  executed and delivered as of the day and year 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 - Finance and Treasurer

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

                              with a copy to:

                              Shearman & Sterling
                              599 Lexington Avenue
                              New York, NY  10022

                              Attention:  Maura O'Sullivan, Esq.

                              Telecopier No.: (212) 848-7179
                              Telephone No.: (212) 848-7897


<PAGE>


                                     LENDERS


                              THE CHASE MANHATTAN BANK



                              By_______________________
                                Name:
                                Title:


                              BANK OF AMERICA, N.A.
                              (f/k/a NationsBank, N.A.)



                              By_______________________
                                Name:
                                Title:


                              CREDIT LYONNAIS ATLANTA AGENCY



                              By_______________________
                                Name:
                                Title:


                              LASALLE BUSINESS CREDIT, INC.




                              By_______________________
                                Name:
                                Title:


                              GENERAL ELECTRIC CAPITAL CORPORATION


                              By_______________________
                                Name:
                                Title:

<PAGE>


                              THE FUJI BANK AND TRUST COMPANY



                              By_______________________
                                Name:
                                Title:


                              WACHOVIA BANK, N.A.



                              By_______________________
                                Name:
                                Title:


                              AMSOUTH BANK



                              By_______________________
                                Name:
                                Title:


                              THE BANK OF NEW YORK



                              By_______________________
                                Name:
                                Title:


                              FIRST UNION NATIONAL BANK



                              By_______________________
                                Name:
                                Title:



<PAGE>



                              DG BANK, DEUTSCHE GENOSSENSCHAFTSBANK AG,
                              CAYMAN ISLANDS BRANCH



                              By_______________________
                                Name:
                                Title:



                              By_______________________
                                Name:
                                Title:


                              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