Exhibit 10.1
                                                               [Execution Copy]


                                 AMENDMENT NO. 2

          AMENDMENT NO. 2 dated as of January 23, 2003 between BE AEROSPACE,
INC., a corporation duly organized and validly existing under the laws of the
State of Delaware (the "Borrower"), each of the lenders that is a signatory
hereto under the caption "LENDERS" on the signature pages hereto (individually a
"Lender" and collectively the "Lenders") and JPMORGAN CHASE BANK (formerly known
as The Chase Manhattan Bank) as administrative agent (in such capacity, together
with its successors in such capacity, the "Administrative Agent") under the
Credit Agreement referred to below.

          The Borrower, the Lenders and the Administrative Agent are parties to
a Credit Agreement dated as of August 21, 2001 (as heretofore amended, the
"Credit Agreement"). The Borrower, the Lenders and the Administrative Agent wish
to amend the Credit Agreement in certain respects and, accordingly, the parties
hereto hereby agree as follows:

          Section 1. Definitions. Unless otherwise defined herein, terms defined
in the Credit Agreement are used herein as defined therein.

          Section 2. Amendments. Subject to the satisfaction of the conditions
set forth in Section 6 hereof, the Credit Agreement shall be amended as of the
date hereof as follows:

          Section 2.01. Definitions. Section 1.01 of the Credit Agreement is
hereby amended by adding the following definitions in the appropriate
alphabetical order (to the extent not already included), and amending in their
entirety the following definitions (to the extent already included):

          "Amendment No. 2" means Amendment No. 2 to this Agreement dated as of
     January 23, 2003 between the Borrower, Lenders constituting the Required
     Lenders and the Administrative Agent.

          "Applicable Rate" means, for any day, for any Type of Revolving Credit
     Loans, or with respect to the commitment fees payable hereunder, as the
     case may be, the applicable rate per annum set forth below under the
     caption "ABR Spread", "Eurodollar Spread" or "Commitment Fee Rate",
     respectively, based upon the Leverage Ratio as of the most recent
     determination date:

---------------------------- ------------- -------------- ---------------------
      Leverage Ratio:            ABR        Eurodollar             Commitment
                                Spread        Spread                Fee Rate
---------------------------- ------------- -------------- ---------------------
---------------------------- ------------- -------------- ---------------------
        Category 1              1.00%          2.00%                 0.300%
    Less than 4.00 to 1
---------------------------- ------------- -------------- ---------------------
---------------------------- ------------- -------------- ---------------------
        Category 2              1.25%          2.25%                 0.375%
 Less than 4.50 to 1, but
 greater than or equal to
         4.00 to 1
---------------------------- ------------- -------------- ---------------------

---------------------------- ------------- -------------- ---------------------


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                                       2


        Category 3              1.75%          2.75%                 0.500%
 Less than 5.00 to 1, but
 greater than or equal to
         4.50 to 1
---------------------------- ------------- -------------- ---------------------
---------------------------- ------------- -------------- ---------------------
        Category 4              2.00%          3.00%                 0.500%
 Less than 5.50 to 1, but
 greater than or equal to
         5.00 to 1
---------------------------- ------------- -------------- ---------------------
---------------------------- ------------- -------------- ---------------------
        Category 5              2.50%          3.50%                 0.500%
 Greater than or equal to
         5.50 to 1
---------------------------- ------------- -------------- ---------------------

     For purposes of the foregoing, (i) the Leverage Ratio shall be determined
     as of the end of each fiscal quarter of the Borrower's fiscal year based
     upon the Borrower's consolidated financial statements delivered pursuant to
     Section 5.01(a) or (b) and (ii) each change in the Applicable Rate
     resulting from a change in the Leverage Ratio shall be effective during the
     period commencing on and including the date three Business Days after
     delivery to the Administrative Agent of such consolidated financial
     statements indicating such change and ending on the date immediately
     preceding the effective date of the next such change; provided that the
     Leverage Ratio shall be deemed to be in Category 5 (A) at any time that an
     Event of Default has occurred and is continuing and (B) if the Borrower
     fails to deliver the consolidated financial statements required to be
     delivered by it pursuant to Section 5.01(a), (b) or (f), during the period
     from the expiration of the time for delivery thereof until such
     consolidated financial statements are delivered; provided further, that
     that the Leverage Ratio shall be deemed to be in Category 5 for the period
     from and including the effective date of Amendment No. 2 to but excluding
     the date of delivery of the first quarterly financial statements following
     such date as required by Section 5.01(a).

          Notwithstanding the foregoing, the "Applicable Rate" for any Series of
     Incremental Loans shall be the respective rates as shall be agreed upon at
     the time Incremental Loan Commitments of such Series are established;
     provided that, if the Applicable Rate for either Type of any Series of
     Incremental Loans shall be greater than .50% above the Applicable Rate for
     such Type of Revolving Credit Loans for any Category of Leverage Ratio set
     forth above, the Applicable Rate for such Type of Revolving Credit Loans
     shall be automatically adjusted upwards on the date upon which the
     Incremental Loan Commitments of such Series are established pursuant to
     Section 2.01(b) so that the Applicable Rate for such Type of such Series of
     Incremental Loans is .50% above such Applicable Rate for such Type of
     Revolving Credit Loans.

          "Relevant Transaction" means, as at any date, all Acquisitions, all
     Restricted Payments described in clause (i) of Section 6.06 and all
     Investments described in Section 6.05(d) or 6.05(h), made during the
     immediately preceding two consecutive quarterly fiscal periods.

          "Senior Funded Debt" means, as at any date, the sum, for the Borrower
     and its Subsidiaries (determined on a consolidated basis without
     duplication in accordance with GAAP) of all Indebtedness other than
     Indebtedness under the Senior Subordinated Indentures and any other
     Indebtedness that is subordinated to the obligations of the Borrower to the
     Lenders hereunder, upon terms, and in form and substance satisfactory to
     the Administrative Agent.


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                                       3


          "Senior Leverage Ratio" means, as at any date, the ratio of Senior
     Funded Debt at such date to EBITDA for the relevant Calculation Period;
     provided that, from and after the date of any Acquisition or Disposition
     until four full fiscal quarters of the Borrower shall have elapsed since
     the date of such Acquisition or Disposition, the Leverage Ratio shall be
     calculated on a pro forma basis (reflecting, inter alia, in the case of any
     Acquisition, any amount attributable to any operating expense that will be
     eliminated or cost reduction that will be realized (in each case, net of
     any operating expense or other cost increase) in connection with such
     Acquisition, as determined in good faith by the chief financial officer of
     the Borrower in accordance with GAAP and the rules, regulations and
     guidelines of the Securities and Exchange Commission, as if such
     elimination of operating expense or the realization of such cost reductions
     were achieved at the beginning of such four-quarter period) as though such
     Acquisition or Disposition had occurred, any Senior Funded Debt incurred,
     assumed or repaid by the Borrower or any of its Subsidiaries in connection
     with, or in anticipation of, such Acquisition or Disposition had been
     incurred, assumed or repaid (as applicable), on the first day of such
     Calculation Period.

          Section 2.02. Reduction of Commitments. Section 2.07(a) of the Credit
Agreement shall be amended in its entirety to read as follows:

          "(a) Scheduled Reduction and Termination. Unless previously reduced or
     terminated, the Commitments shall (i) automatically reduce on December 31,
     2004 to an amount equal to $120,000,000 and (ii) automatically terminate on
     the Commitment Termination Date."

          Section 2.03. Fundamental Changes. Section 6.03(c) of the Credit
Agreement shall be amended in its entirety to read as follows:

          "(c) subject to Section 6.04, the Borrower or any Subsidiary of the
     Borrower may make any Acquisition; provided that (x) immediately prior to
     and after giving effect to any such Acquisition, (i) no Default shall have
     occurred and be continuing and (ii) not more than $100,000,000 of the
     proceeds of the Revolving Credit Loans then outstanding shall have been
     applied, directly by the Borrower or indirectly through a Subsidiary, for
     the purposes specified in clause (ii) of Section 5.05 and (y) unless the
     Leverage Ratio at all times during the two consecutive quarterly fiscal
     periods immediately preceding such Acquisition, determined on a pro forma
     basis after giving effect to such Acquisition (and to all other Relevant
     Transactions), shall have been less than 5.00 to 1, (A) no portion of any
     Acquisition may be financed (on or after the date of the effectiveness of
     Amendment No. 2) with proceeds of the Revolving Credit Loans and (B) the
     aggregate consideration paid or delivered by the Borrower and its
     Subsidiaries in connection with all Acquisitions after the effectiveness of
     Amendment No. 2 shall not exceed $30,000,000; and"

          Section 2.04. Investments. Clauses (d) and (h) of Section 6.05 of the
Credit Agreement shall be amended in its entirety to read as follows:

          "(d) Investments by the Borrower in Subsidiaries of the Borrower in
     the ordinary course of business; provided that 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 Borrower or any of its Subsidiaries (as determined in good faith by the
     chief financial officer of the Borrower) sold, assigned, transferred or
     otherwise disposed of on or after May 26, 2001 to any Minority-Owned
     Entities (as defined in paragraph (h) below) plus the aggregate book value
     (at the time of its transfer) of all


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                                       4


     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 Borrower to any one or more Subsidiaries since
     May 26, 2001 shall not exceed in the aggregate at any one time outstanding
     the greater of (x) $10,000,000 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 such $10,000,000 figure shall be increased
     to $50,000,000 if the Leverage Ratio at all times during the immediately
     preceding two consecutive quarterly fiscal periods, determined on a pro
     forma basis after giving effect to such Investment (and to all other
     Relevant Transactions), shall have been less than 5.00 to 1;"

          "(h) Investments of the Borrower 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 Borrower ("Minority-Owned Entities") or (ii)
     representing obligations of customers owing to the Borrower and its
     Subsidiaries in respect of the deferred purchase price of products or
     services sold or the leasing of products to customers and calculated as the
     excess (if any) of (x) the cost to the Borrower and its Subsidiaries of
     such products or services, as the case may be, over (y) the aggregate
     amount paid by such customer to the Borrower and its Subsidiaries in
     respect of such products or services, as the case may be ("Customer
     Obligations"), in each case in the ordinary course of business of the
     Borrower and its Subsidiaries as provided for in Section 6.04 hereof and on
     such terms as the management of the Borrower 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 Borrower or any of its
     Subsidiaries (as determined in good faith by the chief financial officer of
     the Borrower) sold, assigned, transferred or otherwise disposed of on or
     after May 26, 2001 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
     Borrower to any one or more Subsidiaries since May 26, 2001 shall not
     exceed in the aggregate at any one time outstanding the greater of (x)
     $10,000,000 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 such $10,000,000 figure shall be increased to $50,000,000 if
     the Leverage Ratio at all times during the immediately preceding two
     consecutive quarterly fiscal periods, determined on a pro forma basis after
     giving effect to such Investment (and to all other Relevant Transactions),
     shall have been less than 5.00 to 1."

          Section 2.05. Restricted Payments. Section 6.06 of the Credit
Agreement shall be amended in its entirety to read as follows:

          "SECTION 6.06. Restricted Payments. The Borrower will not, nor will it
     permit any of its Subsidiaries to, declare or make any Restricted Payment
     at any time; provided that, so long as (i) no Default shall have occurred
     and be continuing or result therefrom, and (ii) the Leverage Ratio at all
     times during the immediately preceding two consecutive quarterly fiscal
     periods, determined on a pro forma basis after giving effect to such
     Restricted Payment (and to all other Relevant Transactions), shall have
     been less than 5.00 to 1, the Borrower may make Restricted Payments in cash
     in an amount up to but not exceeding in the aggregate the sum of


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                                       5


          (A) $25,000,000 plus

          (B) the aggregate proceeds of the sale, assignment, transfer or other
     disposition of any shares of stock of Advanced Thermal Sciences Corporation
     in connection with an initial public offering of such shares of stock plus

          (C) in any fiscal year of the Borrower, an aggregate amount up to but
     not exceeding 25% of the net earnings of the Borrower for the immediately
     preceding fiscal year ("Available Net Earnings"),

provided, further, that any portion of Available Net Earnings not used for
Restricted Payments in any fiscal year (the "Carry-Over Amount") may be used for
Restricted Payments in the immediately succeeding fiscal year only, for which
purpose Restricted Payments in any fiscal year shall be deemed to have been made
first from Available Net Earnings, and only thereafter from any Carry-Over
Amount, such Restricted Payments set forth in clauses (i)(A) and (B) hereof not
to exceed $75,000,000 in the aggregate.

          Notwithstanding the foregoing, any Subsidiary of the Borrower may make
     Restricted Payments to the Borrower or any other Subsidiary of the Borrower
     from time to time."

          Section 2.06. Certain Financial Covenants. Section 6.08 of the Credit
Agreement shall be amended in its entirety to read as follows:

          "SECTION 6.08.  Certain Financial Covenants.

          (a) Leverage Ratio. The Borrower will not permit the Leverage Ratio to
     exceed the following respective ratios at any time during the following
     respective periods:


                       Fiscal Period                          Ratio
                       -------------                          -----

            From (but not including) the Fiscal             7.50 to 1
            Date in November 2002 through the
            Fiscal Date in December 2002.

            From (but not including) the Fiscal             7.75 to 1
            Date in December 2002 through the
            Fiscal Date in March 2003.

            From (but not including) the Fiscal             8.25 to 1
            Date in March 2003 through the Fiscal
            Date in September 2003.

            From (but not including) the Fiscal             8.00 to 1
            Date in September 2003 through the
            Fiscal Date in December 2003.


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                                       6


            From (but not including) the Fiscal             7.25 to 1
            Date in December 2003 through the
            Fiscal Date in March 2004.

            From (but not including) the Fiscal             7.00 to 1
            Date in March 2004 through the Fiscal
            Date in June 2004.

            From (but not including) the Fiscal             6.25 to 1
            Date in June 2004 through the Fiscal
            Date in September 2004.

            From (but not including) the Fiscal             6.00 to 1
            Date in September 2004 through the
            Fiscal Date in December 2004.

            From (but not including) the Fiscal             5.50 to 1
            Date in December 2004 through the
            Fiscal Date in March 2005.

            Thereafter                                      4.00 to 1

          (b) Senior Leverage Ratio. The Borrower will not permit the Senior
     Leverage Ratio to exceed 2.00 to 1 at any time.

          (c)  Interest Coverage Ratio.  The Borrower will not permit the
     Interest Coverage Ratio to be less than the following respective ratios at
     any time during the following respective periods:


                     Fiscal Period                           Ratio

            From (but not including) the Fiscal             1.25 to 1
            Date in November 2002 through the
            Fiscal Date in December 2003.

            From (but not including) the Fiscal             1.50 to 1
            Date in December 2003 through the
            Fiscal Date in September 2004.

            From (but not including) the Fiscal             1.75 to 1
            Date in September 2004 through the
            Fiscal Date in December 2004.


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                                       7


            From (but not including) the Fiscal             2.00 to 1
            Date in December 2004 through the
            Fiscal Date in March 2005.

            From (but not including) the Fiscal             2.50 to 1
            Date in March 2005 through the Fiscal
            Date in December 2005.

            Thereafter                                      3.00 to 1

          (d) Adjusted Net Worth. The Borrower will not at any date permit
     Adjusted Net Worth to be less than the sum of (a) $120,000,000 plus (b) 50%
     of the aggregate amount of Net Available Proceeds of Equity Issuances since
     May 26, 2001 plus (c) 50% of the sum of consolidated net earnings of the
     Borrower and its Subsidiaries (determined on a consolidated basis without
     duplication in accordance with GAAP) for each fiscal quarter of the
     Borrower ending after May 26, 2001; provided that consolidated net earnings
     for any fiscal quarter in which there is a consolidated net loss shall be
     deemed to be zero."

          Section 3. Reduction of Aggregate Revolving Credit Commitments. Upon
the effectiveness of the amendments to the Credit Agreement provided for in
Section 2 of this Amendment No. 2, the aggregate amount of the Revolving Credit
Commitments of the Lenders shall be reduced, on a ratable basis as provided in
Section 2.07(d), to $135,000,000, such reduction to occur automatically, and
without delivery of any notice, as would otherwise be required under Section
2.07 of the Credit Agreement.

          Section 4.  Certain Asset Transfers; Section 3.01 of Amendment No. 1.

          Section 4.01.  Certain Asset Transfers.  Not later than the date 90
days after the effectiveness of the amendments provided for in Section 2 hereof,
the Borrower shall transfer (and shall deliver to the Administrative Agent
evidence of such transfer) all assets of all Domestic Subsidiaries (either
through liquidation or dissolution of such subsidiaries, through merger of such
Subsidiaries into the Borrower, or through any other form of transaction that
as the same effect), so that after giving effect thereto, all of the assets of
such Subsidiaries are owned by the Borrower and subject to the Lien of the
Security Agreement, provided that the foregoing shall not be applicable to the
assets of Advanced Thermal Sciences Corporation or Aerospace Lighting
Corporation.

          Section 4.02. Section 3.01 of Amendment No. 1. Nothing herein shall be
deemed to alter or affect the provisions of Section 3.01 of Amendment No. 1,
which shall continue at all times in full force and effect as if set forth in
their entirety herein.

          Section 5. Representations and Warranties. The Borrower represents and
warrants to the Lenders that the representations and warranties set forth in
Article III of the Credit Agreement (as amended hereby) are true and 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 Article III to "this
Agreement" included reference to this Amendment No. 2.


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                                       8


          Section 6. Condition Precedent. The effectiveness of the amendments to
the Credit Agreement set forth in Section 2 hereof shall be subject to the
satisfaction of the following conditions precedent:

          (a) Execution. The Administrative Agent shall have received
     counterparts of this Amendment No. 2, duly executed and delivered by the
     Borrower, the Required Lenders and the Administrative Agent.

          (b) Fees and Expenses. The Borrower shall have paid all fees and
     expenses that it shall have agreed to pay to any Lender or the
     Administrative Agent in connection with this Amendment No. 2, including (i)
     an amendment fee to each Lender executing this Amendment No. 2 prior to
     5:00 p.m. on January 23, 2003, in an amount equal to 0.25% of such Lender's
     Revolving Credit Commitment (after giving effect to the reduction of such
     Commitments provided for in Section 3 hereof and (ii) the reasonable fees
     and expenses of Milbank, Tweed, Hadley & McCloy LLP, special New York
     counsel to Chase.

          (c) Prepayment. To the extent that, after giving effect to the
     reduction of Revolving Credit Commitments contemplated by Section 3 hereof,
     the total Revolving Credit Exposure shall exceed the total Revolving Credit
     Commitments, the Borrower shall have prepaid an amount of the Loans, or
     provided cover for LC Exposure, so that the total Revolving Credit Exposure
     does not in exceed the total Revolving Credit Commitments.

          (d) Other Documents. The Administrative Agent shall have received such
     other documents as it, or special New York counsel to Chase, shall have
     reasonably requested.

          Section 7. Collateral Security. By its signature below, the Borrower
hereby confirms the grant of collateral security to the Administrative Agent
pursuant to the Security Agreement as collateral security for the obligations of
the Borrower to the Lenders and the Administrative Agent under the Credit
Agreement as amended hereby. In addition, the Borrower agrees, not later than
the date 60 days after the date hereof, to enter into, and cause any bank,
investment bank or financial institution at which any cash or investments is
held by the Borrower or any of its Subsidiaries (other than operating deposit
accounts), to enter into control or similar agreements pursuant to which the
Lien in favor of the Administrative Agent created under the Security Agreement
in such cash and investments is perfected on a senior basis in a manner in form
and substance satisfactory to the Administrative Agent, provided that the
Borrower shall be required to take such action only with respect to such portion
(if any) of such cash and investments having a fair market value in excess of
$35,000,000.

          Section 8. Miscellaneous. Except as expressly provided herein, 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.


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                                       9


          IN WITNESS WHEREOF, the parties hereto have caused this Amendment No.
2 to be duly executed as of the day and year first above written.


                                             BE AEROSPACE, INC.


                                             By /s/ Thomas P. McCaffrey
                                                --------------------------------
                                                Name:  Thomas P. McCaffrey
                                                Title: Senior Vice President and
                                                       Chief Financial Officer


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                                       10


                                             LENDERS
                                             -------

                                             JPMORGAN CHASE BANK (formerly known
                                               as The Chase Manhattan Bank)


                                             By /s/ Matthew H. Massie
                                                --------------------------------
                                                Name:  Matthew H. Massie
                                                Title: Managing Director

                                             BANK OF AMERICA, N.A.



                                             By
                                                --------------------------------
                                                Name:
                                                Title:

                                             CREDIT SUISSE FIRST BOSTON



                                             By /s/ Jay Chall
                                                --------------------------------
                                                Name:  Jay Chall
                                                Title: Director


                                             By /s/ Cassandra Droogan
                                                --------------------------------
                                                Name:  Cassandra Droogan
                                                Title: Associate

                                             FIRST UNION NATIONAL BANK



                                             By
                                                --------------------------------
                                                Name:
                                                Title:

                                             MERRILL LYNCH CAPITAL CORPORATION



                                             By /s/ Nancy E. Meadows
                                                --------------------------------
                                                Name:  Nancy E. Meadows
                                                Title: Assistant Vice President


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                                       11


                                             THE BANK OF NEW YORK



                                             By /s/ Brendan T. Nedzi
                                                --------------------------------
                                                Name:  Brendan T. Nedzi
                                                Title: Senior Vice President

                                             CREDIT LYONNAIS, NEW YORK
                                               BRANCH



                                             By /s/ Scott R. Chappelka
                                                --------------------------------
                                                Name:  Scott R. Chappelka
                                                Title: Vice President

                                             GE CAPITAL CORPORATION



                                             By /s/ Karl Kieffer
                                                --------------------------------
                                                Name:  Karl Kieffer
                                                Title: Duly Authorized Signatory