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                                                                    Exhibit 10.2


                      AMENDMENT NO. 2, CONSENT AND WAIVER

                          Dated as of October 11, 2002

                                       to

                  FIFTH AMENDED AND RESTATED CREDIT AGREEMENT

                           Dated as of July 12, 2002

                  This Amendment No. 2, Consent and Waiver (this "Amendment")
dated as of October 11, 2002 is entered into among TMAS/ASI, INC., an Arkansas
corporation formerly known as Aerocell Structures, Inc. ("Aerocell"), TRIAD
INTERNATIONAL MAINTENANCE CORPORATION, a Delaware corporation ("TIMCO"),
AIRCRAFT INTERIOR DESIGN, INC., a Florida corporation ("Design"), and TIMCO
ENGINE CENTER, INC., a Delaware corporation ("Engine Center") (Aerocell, TIMCO,
Design and Engine Center being collectively referred to as the "Borrowers"),
and TIMCO AVIATION SERVICES, INC., a Delaware corporation ("Parent"), AVIATION
SALES DISTRIBUTION SERVICES COMPANY, a Delaware corporation ("Distribution"),
AVS/M-2, INC., a Delaware corporation ("Kratz-Wilde"), WHITEHALL CORPORATION, a
Delaware corporation ("Whitehall"), AVS/M-3, INC., an Arizona corporation
("Apex"), AVS/CAI, INC., a Florida corporation ("Caribe"), AVIATION SALES
LEASING COMPANY, a Delaware corporation ("Leasing"), AVIATION SALES PROPERTY
MANAGEMENT CORP., a Delaware corporation ("Property Management"), AVS/M-1,
INC., a Delaware corporation ("Manufacturing"), AVSRE, L.P., a Delaware limited
partnership ("AVSRE"), HYDROSCIENCE, INC., a Texas corporation
("Hydroscience"), TIMCO ENGINEERED SYSTEMS, INC., a Delaware corporation
("Engineered Systems") (Parent, Distribution, Kratz-Wilde, Whitehall, Apex,
Caribe, Leasing, Property Management, Manufacturing, AVSRE, Hydroscience and
Engineered Systems being collectively referred to as the "Guarantors"), the
"Lenders" (as defined in the Credit Agreement identified below) a party hereto
and Citicorp USA, Inc., in its capacity as agent for the Lenders and the
"Issuing Banks" (as defined in the Credit Agreement identified below) (in such
capacity, the "Agent"). Capitalized terms used herein without definition are
used herein as defined in the Credit Agreement.

                            PRELIMINARY STATEMENTS:

                  WHEREAS, Borrowers, Parent, the Agent and certain financial
institutions, as Lenders and Issuing Banks, are parties to that certain Fifth
Amended and Restated Credit Agreement dated as of July 12, 2002 (as amended,
supplemented or otherwise modified through the date hereof, the "Credit
Agreement");

                  WHEREAS, the Parent and Borrowers have requested that the
Requisite Lender consent to the Parent's purchase of all of the issued and
outstanding Capital Stock of Brice Manufacturing Company, Inc., a California
corporation ("Brice") from Ducommun Incorporated (the "Brice Acquisition"), and
that certain amendments to the Credit Agreement be made in connection
therewith;


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                  WHEREAS, the Agent and the Requisite Lenders have agreed to
consent to the Brice Acquisition and to amend the Credit Agreement in certain
respects, in each case on the terms and conditions set forth herein;

                  NOW, THEREFORE, the parties hereto hereby agree as follows:

         SECTION  1. Amendments to the Credit Agreement. Upon the "Amendment
Effective Date" (as defined in Section 3 below), the Credit Agreement is hereby
amended as follows:

         1.1      Section 1.01 of the Credit Agreement is hereby amended as
follows:

                  (a)      The definition of "Aerocell" is amended and restated
         in its entirety to read as follows:

                                    "Aerocell" shall means TMAS/ASI, INC., an
                  Arkansas corporation formerly known as Aerocell Structures,
                  Inc.

                  (b)      The following definition of "Brice" is added in
         proper alphabetical order:

                                    "Brice" shall mean Brice Manufacturing
                   Company, Inc., a California corporation.

                  (c)      The following definition of "Keepwell Agreement" is
         added in proper alphabetical order:

                                    "Keepwell Agreement" shall mean that
                  certain Keepwell Agreement dated as of the Second Amendment
                  Effective Date executed by LJH, Ltd. in favor of the Holders,
                  acknowledged by the Agent, the Parent and Brice.

                  (d)      The following definition of "LJH Intercreditor
         Agreement" is added in proper alphabetical order:

                                    "LJH Intercreditor Agreement" shall mean
                  that certain Intercreditor Agreement dated as of the Second
                  Amendment Effective Date to which the Agent, Citicorp USA,
                  Inc., and LJH, Ltd. are parties, acknowledged by the Parent.

                  (e)      The following definition of "LJH Note" is added in
         proper alphabetical order:

                                    "LJH Note" shall mean, collectively, (i)
                  that certain promissory note in the original principal amount
                  of $1,300,000 dated as of the Second Amendment Effective Date
                  executed by the Parent in favor of LJH, Ltd. and (ii) such
                  additional or substitute promissory notes executed by the
                  Parent in favor of LJH, Ltd. after the Second Amendment
                  Effective Date as may delivered from time to time to increase
                  the original principal amount set forth in clause (i) above
                  to reflect payments made pursuant to the Keepwell Agreement,
                  in each case the


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<PAGE>

                  obligations under which are subordinated in right of payment
                  to the Obligations pursuant to the LJH Intercreditor
                  Agreement.

                  (f) The definition of "Loan Documents" is hereby amended to
         add a reference to "the Keepwell Agreement," immediately following the
         reference therein to "the Notes,".

                  (g)      The following definition of "Second Amendment
         Effective Date" is added in proper alphabetical order:

                                    "Second Amendment Effective Date" shall
                  mean the "Amendment Effective Date" under (and as defined in)
                  the Second Amendment dated as of October 11, 2002 to Fifth
                  Amended and Restated Credit Agreement dated as of July 12,
                  2002 among the Borrowers, the Guarantors, the Agent and the
                  Lenders.

         1.2      Section 2.03 of the Credit Agreement is hereby amended as
follows:

                  (a)      to delete "or" at the end of clause (b) thereof;

                  (b)      to delete the period at the end of clause (c)
         thereof and to substitute "; or" in lieu thereof; and

                  (c)      to add the following as clause (d) thereof:

                                    "(d)     provide a deposit, in escrow or
                           otherwise, or cash collateral for any obligation
                           under the LJH Note or make any payment of
                           Indebtedness incurred under or in connection with
                           the LJH Note (other than as permitted by the LJH
                           Intercreditor Agreement)."

         1.3      The following subsection (x) is added at the end of Section
4.01(b) of the Credit Agreement:

                           "(x)     Payments under the Keepwell Agreement. To
         the extent that any Revolving Loans are outstanding, all payments
         required to be made under the Keepwell Agreement shall be applied to
         such Revolving Loans until paid in full (without reduction of the
         Revolving Credit Commitment). In the event any balance of such payment
         remains after application as aforesaid, the same shall be remitted to
         Brice in accordance with the Keepwell Agreement."

         1.4      Section 7.01(a)(i) of the Credit Agreement is hereby amended
         to add the following as the second sentence thereof:

                  "Brice is a corporation duly organized, validly existing and
                  in good standing under the laws of the State of California
                  and of each other jurisdiction in which failure to be so
                  qualified and in good standing will result, or is reasonably
                  likely to result, in a Material Adverse Effect."


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<PAGE>

         1.5      Section 7.01(b)(iv) of the Credit Agreement is hereby amended
and restated in its entirety to read as follows:

                           "(iv) Each of the BofA Documents, the TROL Documents
                  and the LJH Note to which any Borrower or any Guarantor is a
                  party is in full force and effect. No material term or
                  condition of any BofA Document has been amended, modified or
                  waived from the terms and conditions contained therein as
                  delivered to the Agent, without the prior written consent of
                  the Requisite Lenders and no default or breach of any
                  covenant thereunder by any party thereto exists. No material
                  term or condition of the LJH Note has been amended, modified
                  or waived from the terms and conditions contained therein as
                  delivered to the Agent, without the prior written consent of
                  the Requisite Lenders (other than increases in the principal
                  amount thereof as contemplated by the definition of "LJH
                  Note") and no default or breach of any covenant thereunder by
                  the Parent exists. Since the Effective Date, no amendment or
                  other modification of any TROL Document has been effected
                  which would have the effect of shortening the tenor of the
                  obligations thereunder, increasing the pricing associated
                  with such obligations (other than due to Transaction Costs
                  otherwise permitted under the terms of this Agreement),
                  accelerating the scheduled payments due thereunder, or
                  modifying the prepayment requirements thereunder without the
                  prior written consent of the Requisite Lenders and no default
                  or breach of any covenant thereunder by any party thereto has
                  occurred and is continuing without cure or waiver.

         1.6      Section 7.01(d)(ii) of the Credit Agreement is hereby amended
to add a reference to "the LJH Note," immediately following the reference
therein to "the BofA Documents,".

         1.7      Section 8.01(a)(B) of the Credit Agreement is hereby amended
to add the following phrase immediately prior to the period at the end thereof:

                  ", together with a calculation in reasonable detail of the
                  amount of the "Brice Cash Shortfall" (as defined in the
                  Keepwell Agreement) for such month and a reconciliation of
                  such amount with the financial statements delivered pursuant
                  to this Section 8.01(a) for such month and, in the case of
                  such financial statements for October 2002, a statement of
                  the transaction costs associated with the acquisition of
                  Brice"

         1.8      Section 8.13 of the Credit Agreement is hereby amended as
follows:

                  (a)      to add a reference to "the LJH Note," immediately
         following the reference therein to "BofA Note Documents,"; and

                  (b)      to delete in its entirety the reference therein "or
         BofA Note Document" immediately prior to the period at the end thereof
         and to substitute in lieu thereof "BofA Note Document, or the LJH Note
         (including, without limitation, all additional or substitute notes
         delivered due to the making of payments under the Keepwell Agreement
         as described in the definition of "LJH Note")".


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<PAGE>

         1.9      Section 10.01(c) of the Credit Agreement is hereby amended by
adding the phrase "the LJH Note (including, without limitation, all additional
or substitute notes delivered due to the making of payments under the Keepwell
Agreement as described in the definition of "LJH Note", provided, that no
payments in respect of the LJH Note or such additional or substitute notes
shall be made which are not expressly permitted by the LJH Intercreditor
Agreement)," immediately following the reference therein to "the Quevedo
Note,".

         1.10     Section 10.01(l) of the Credit Agreement is hereby amended
and restated in its entirety to read as follows:

                           "(l) Indebtedness arising from intercompany loans
                  from a Borrower to any Subsidiary of such Borrower which is a
                  Guarantor or from a Borrower to any other Borrower, or from
                  Parent to Brice; provided, that such Indebtedness is
                  subordinated to the Obligations on terms and subject to
                  agreements satisfactory to the Agent; provided, further, that
                  no intercompany loans may be made to Brice by any Borrower or
                  Guarantor other than the Parent and the aggregate principal
                  amount of such intercompany loans shall not at any time
                  exceed an amount equal to the sum of (i) $300,000, plus (ii)
                  the principal amount of the LJH Note at such time (less that
                  portion of the LJH Note which was used to pay the purchase
                  price for the Capital Stock of Brice pursuant to the Stock
                  Purchase Agreement referred to in Section 10.04(e) or to
                  reimburse transaction costs associated therewith, as set
                  forth in the statement required to be delivered with the
                  October 2002 monthly financials pursuant to Section
                  8.01(a)(B))".

         1.11     Section 10.01(m) of the Credit Agreement is hereby amended by
adding the following proviso immediately prior to the period at the end
thereof:

                  "provided, however, that such Indebtedness shall not include
                  any intercompany Indebtedness from any Borrower or any
                  Guarantor to Brice"

         1.12     Section 10.04(e) of the Credit Agreement is hereby amended by
deleting in its entirety the reference to "intentionally omitted" therein and
substituting the following in lieu thereof:

         1.13     "the acquisition by the Parent of the Capital Stock of Brice
on the Second Amendment Effective Date pursuant to that certain Stock Purchase
Agreement dated as of October 2, 2002, between Ducommun Incorporation and the
Parent and the payment of the purchase price as set forth therein, provided,
that such purchase price and all transaction costs associated with such
acquisition are funded solely with the proceeds of the LJH Note on the Second
Amendment Effective Date or, in the case of such transaction costs, not later
than 10 days after the delivery of the "Monthly Financials" (as defined in the
Keepwell Agreement) for October 2002."

         1.14     Section 10.06(a) of the Credit Agreement is hereby amended to
and the following immediately prior to the semi-colon at the end thereof:


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                  "and (v) its obligations in respect of Permitted Payments (as
                  defined in the LJH Intercreditor Agreement) under the LJH
                  Note"

         1.15     Section 10.14(c) of the Credit Agreement is hereby amended to
insert the phrase "the LJH Note, except as described in Section 7.01(b)(iv),"
immediately following the second reference therein to "Section 7.01(b)(iv),".

         1.16     Section 10.17(c) of the Credit Agreement is hereby amended to
insert "Brice," immediately following the reference therein to "Caribe,".

         1.17     Section 11.05 of the Credit Agreement is hereby amended to
add the following proviso immediately before the period at the end thereof:

                  "provided, however, that for the December 31, 2002
                  determination date for the covenants set forth in Sections
                  11.01 and 11.03, EBITDA of Brice for the applicable period
                  ending on such determination date shall be excluded from the
                  calculations thereof"

         1.18     Section 12.01 of the Credit Agreement is hereby amended to
add the following subsection (p) at the end thereof:

                                    "(p) Keepwell Agreement; LJH Note. At any
                  time, for any reason, (i) LJH, Ltd. fails to make any payment
                  when due pursuant to the Keepwell Agreement; (ii) any
                  representation or warranty made by LJH, Ltd. under the
                  Keepwell Agreement shall be false or misleading in any
                  material respect; (iv) LJH, Ltd. shall default in the
                  performance of or compliance with any term contained in
                  Section 21 of the Keepwell Agreement and, in the case of
                  subsections (d) and (f) thereof, such default shall continue
                  until the earlier of (A) thirty (30) days after LJH, Ltd. has
                  knowledge thereof and (B) 15 days after receipt of notice of
                  such default from the Agent; (iii) the Keepwell Agreement
                  ceases to be in full force and effect or LJH, Ltd. seeks to
                  terminate, revoke or repudiate its obligations thereunder; or
                  (iv) the holder of the LJH Note shall initiate any action
                  contrary to the terms of the LJH Intercreditor Agreement or
                  raise any defense to any of the terms thereof."

         1.19     Schedules 7.01-A, 7.01-C and 7.01-X to the Credit Agreement
are hereby amended and restated in their entirety with the schedules attached
hereto as Exhibits A, B and C, respectively.

         SECTION  2. Consents; Waiver; Post-Closing Deliveries.

         2.1      Upon the Amendment Effective Date, the Requisite Lenders
hereby consent to the Brice Acquisition on the terms set forth in the Stock
Purchase Agreement dated as of October 2, 2002, between Ducommun and the Parent
attached hereto as Exhibit D, provided, that the payment of the purchase price
as set forth therein and all transaction costs associated with such acquisition
are funded solely with the proceeds of the LJH Note on the Amendment Effective
Date or, in the case of such transaction costs, not later than 10 days after
the delivery of the "Monthly Financials" (as defined in the Keepwell Agreement)
for October 2002. In addition, the


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Requisite Lenders consent, for a period not to exceed 60 days after the
Amendment Effective Date, to the receipt of checks and other payments in
respect of Collateral to a lockbox with Bank of America, provided, that Bank of
America promptly forwards such checks and other payments (in the form received)
to a lockbox in the control of the Agent.

         2.2      Upon the Amendment Effective Date, the Requisite Lenders
hereby waive the provisions of Section 9.14 of the Credit Agreement in respect
of (and solely in respect of) the failure of the Parent and Brice to obtain a
landlord waiver from each landlord for any premises on which Brice maintains at
least $250,000 of Inventory as of the Amendment Effective Date; provided,
however, that such landlord waiver(s) shall be delivered to the Agent not later
than 60 days after the Amendment Effective Date.

         2.3      Within 30 days after the Amendment Effective Date, the Agent
shall have received a legal opinion from counsel for LJH, Ltd. with respect to
matters of Texas and New York law pertaining to LJH, Ltd. and the Keepwell
Agreement, in form and substance satisfactory to the Agent and the Requisite
Lenders.

         2.4      Within 5 Business Days after the Amendment Effective Date,
the Agent shall have received the acknowledgement of Don Sanders to the
Addendum to Amended and Restated Security Agreement described on Exhibit E
attached hereto and, until such acknowledgement is received, the Borrowers and
the Guarantors hereby covenant and agree that Sanders shall not have a security
interest in any asset of Brice, and the Borrowers and Guarantors hereby
represent and warrant that no such security interest has been granted as of the
date hereof.

         2.5      Within 3 Business Days after the Amendment Effective Date,
the Agent shall have received such financial statements of LJH, Ltd. as the
Agent may reasonably request.

         2.6      The failure to comply with any of the provisions of this
Section 2 shall constitute an automatic Event of Default under the Credit
Agreement (without the benefit of any grace period).

         SECTION  3. Conditions Precedent. This Amendment shall become
effective as of the date hereof (the "Amendment Effective Date") upon the
satisfaction of the following conditions precedent:

         3.1      The Agent shall have received:

                  (a)      a facsimile or original executed copy of this
         Amendment executed by the Parent, each Borrower, the Guarantors, the
         Requisite Lenders and the Agent;

                  (b)      corporate resolutions of the Parent, Borrowers and
         Guarantors (including Brice) authorizing the execution and delivery of
         this Amendment and all instruments and documents required to be
         executed and delivered in connection herewith;

                  (c)      the Loan Documents and other agreements, documents,
         instruments, certificates and legal opinions set forth on Exhibit E
         attached hereto and made a part hereof, in form and substance
         satisfactory to the Agent and the Requisite Lenders;


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                  (d)      all agreements, documents and instruments delivered
         to the obligees under the TROL Documents as a result of the Brice
         Acquisition or this Amendment, in form and substance satisfactory to
         the Agent and the Requisite Lenders;

                  (e)      all agreements, documents and instruments delivered
         to the obligees under the BofA Note and guaranties executed and
         delivered in connection therewith as a result of the Brice Acquisition
         or this Amendment, in form and substance satisfactory to the Agent and
         the Requisite Lenders;

                  (f)      all agreements, documents and instruments delivered
         to the obligees under the Subordinated Notes Documents as a result of
         the Brice Acquisition or this Amendment, in form and substance
         satisfactory to the Agent and the Requisite Lenders; and

                  (g)      payment of the expenses of the Agent in the amount
         identified on Exhibit F attached hereto and made part hereof.

3.2      After giving effect to this Amendment and the consummation of the
Brice Acquisition,

                  (a)      no "Potential Event of Default" or "Event of
         Default" shall have occurred and be continuing under the terms of the
         Credit Agreement, TROL Documents, Indenture under which the Senior
         Subordinated Notes have been issued, or BofA Note, in each instance,
         as amended or supplemented through the date of this Amendment, and no
         "Change of Control" (as defined in such Indenture) shall have
         occurred,

                  (b)      no holder of the Senior Subordinated Notes, the
         trustee under the Indenture under which the Senior Subordinated Notes
         were issued, any obligee under the TROL Documents (or Person acting on
         any such obligee's behalf) or any other agent or lender under any
         credit facility for the Borrowers or Guarantors shall have commenced
         the exercise of any remedies with respect to any default or event of
         default with respect thereto.

         SECTION  4. Representations and Warranties; Reaffirmation.

         4.1      Parent and each of the Borrowers hereby represents and
warrants that this Amendment and the Credit Agreement as previously executed
and delivered and as amended hereby constitute legal, valid and binding
obligations of the Parent and the Borrowers and are enforceable against the
Parent and the Borrowers in accordance with their terms.

         4.2      After giving effect to this Amendment and the consummation of
the Brice Acquisition, no Event of Default or Potential Event of Default exists
or would result from any of the transactions contemplated by this Amendment. No
event of default or default has occurred and is continuing under the terms of
(a) any of the TROL Documents, (b) under any of the agreements and documents
executed with respect to the Senior Subordinated Notes or under which the
Senior Subordinated Notes have been issued, or (c) under any of the agreements
and documents executed with respect to the BofA Note.


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         4.3      The Brice Acquisition has been consummated in accordance with
all applicable Requirements of Law. Brice does not maintain Inventory of
$250,000 or more with any bailee or consignee. For purposes of Section 10.15 of
the Credit Agreement, Borrowers and Guarantors hereby notify the Agent and the
Lenders that Brice has opened disbursement account number 38665294 with
Citibank, N.A. and also has opened lockbox number 2993 in the name of Citibank,
N.A. f/a/o Brice Manufacturing Company in connection therewith, such lockbox
being covered by the Collection Account Agreement executed by Brice on the
Amendment Effective Date. All sales of Inventory between Brice, on the one
hand, and any Borrower or any Guarantor, on the other hand, have been and will
be on terms no less favorable to such Borrower or Guarantor than those that
might be obtained in an arm's length transaction at the time from Persons who
are not Affiliates of the Borrowers and the Guarantors. Each of the Borrowers
and Guarantors acknowledge that the Brice Acquisition is a "transaction
contemplated by the Loan Documents" for all purposes of the Loan Documents.

         4.4      Parent, each of the Borrowers and each of the Guarantors
hereby reaffirm all covenants, representations and warranties made by it, and
all Obligations owing by it, pursuant to the Credit Agreement (to the extent
the same are not amended hereby), the Notes and the other Loan Documents to
which it is a party and agree that all such covenants, representations and
warranties shall be deemed to have been remade as of the date this Amendment
becomes effective (unless a representation and warranty is stated to be given
on and as of a specific date, in which case such representation and warranty
shall be true, correct and complete as of such date).

         SECTION  5. Reference to and Effect on the Credit Agreement.

         5.1      Upon the effectiveness of this Amendment, each reference in
the Credit Agreement to "this Agreement", "hereunder", "hereof", "herein" or
words of like import shall mean and be a reference to the Credit Agreement, as
amended hereby, each reference to the Credit Agreement in any other document,
instrument or agreement executed and/or delivered in connection with the Credit
Agreement shall mean and be a reference to the Credit Agreement as amended
hereby.

         5.2      Except as specifically amended or agreed above, the Credit
Agreement, the Notes and all other Loan Documents shall remain in full force
and effect and are hereby ratified and confirmed.

         5.3      The execution, delivery and effectiveness of this Amendment
shall not operate as a waiver of any right, power or remedy of any Lender or
Issuing Bank or the Agent under the Credit Agreement, the Notes or any of the
other Loan Documents, nor constitute a waiver of any provision contained
therein, except as specifically set forth herein.

         SECTION  6. Release.

         6.1      The Borrowers and the Guarantors acknowledge that they have
no existing defense, counterclaim, offset, cross-complaint, claim or demand of
any kind or nature whatsoever that can be asserted to reduce or eliminate all
or any part of the Obligations. In consideration for the execution of this
Amendment, each Borrower and each


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Guarantor hereby releases and forever discharges the Agent and the other
Holders and Citicorp USA, Inc., as holder of the Supplemental Term Loan
Warrant, and all of their respective officers, directors, employees, Affiliates
and agents (collectively, the "Released Parties") from any and all actions,
causes of action, debts, dues, claims, demands, liabilities and obligations of
every kind and nature, both in law and in equity, known or unknown, whether
heretofore or now existing, liquidated or unliquidated, matured or unmatured,
fixed or contingent (collectively, the "Release Claims"), which might be
asserted against any of the Released Parties. This Release applies to all
matters arising out of or relating to the Loan Documents, the Supplemental Term
Loan Warrant, any Property of any Borrower, any Guarantor, Brice, the Brice
Acquisition, any Obligations and this Amendment, commitment letters with
respect to other loan facilities, and the lending and borrowing relationships,
and (to the extent any Release Claims relating to such deposit relationships
are now known to any Borrower or any Guarantor or any of their Subsidiaries)
the deposit relationships, between Parent or its Subsidiaries, and Citibank,
N.A., the Agent and the Holders, including the administration,
collateralization and funding thereof. Each of Parent and each of its
Subsidiaries further agrees not to bring any action in any judicial,
administrative or other proceeding against the Released Parties, or any of
them, alleging any such Release Claim or otherwise arising in connection with
any such Release Claim. Without limiting the generality of the foregoing,
Parent and its Subsidiaries release any claims they may have for any
overpayment of interest or Rent prior to the date hereof, and agree that any
such claim shall be deemed a Release Claim for the purpose of this Amendment.

         6.2      It is the intent of the parties that except as otherwise set
forth herein, the foregoing release shall be effective as a full and final
accord and satisfaction of all claims hereby released and each of Parent and
each of its Subsidiaries hereby agrees, represents and warrants that the
matters released herein are not limited to matters which are known or
disclosed. In this connection, each of Parent and each of its Subsidiaries
hereby agrees, represents and warrants that it realizes and acknowledges that
factual matters now existing and unknown to it may have given or may hereafter
give rise to Release Claims, which are presently unknown, unsuspected,
unliquidated, unmatured and/or contingent, and it further agrees, represents
and warrants that this release has been negotiated and agreed upon in view of
that realization. Nevertheless, Parent and its Subsidiaries hereby intend to
release, discharge and acquit the Released Parties of and from any such
unknown, unsuspected, unliquidated, unmatured and/or contingent Release Claims,
which are in any way set forth in or related to the matters identified above in
this Section 6. Parent and its Subsidiaries hereby explicitly waive the
benefits of any common law or statutory rule with respect to the release of
such Release Claims.

         6.3      The acceptance and delivery of this Amendment by the Agent
and the Requisite Lenders on behalf of the Released Parties shall not be deemed
or construed as an admission of liability with respect to the Release Claims or
otherwise by the Released Parties, or any of them, and the Released Parties
hereby expressly deny liability of any nature whatsoever arising from or
related to the subject of the release contained in this Section 6.

         6.4      Each of Parent and each of its Subsidiaries hereby agrees,
represents and warrants that: (i) such party has not voluntarily, by operation
of law or otherwise, assigned, conveyed, transferred or encumbered, either
directly or indirectly, in whole or in part, any right to or interest in any of
the Release Claims purported to be released by this Section 6; (ii) such party
has had advice of counsel of its own choosing in negotiations for and the
preparation of this


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Amendment; and (iii) such party is fully aware of the effect of releases such
as that contained in this Section 6.

         SECTION  7. Execution in 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 to
be an original and all of which taken together shall constitute but one and the
same instrument. Delivery of an executed counterpart of this Amendment by
telecopier shall be effective as delivery of a manually executed counterpart of
this Amendment.

         SECTION  8. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.

         SECTION  9. Headings. Section 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.

                  [Remainder of Page Intentionally Left Blank]


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<PAGE>


                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly authorized
as of the date first above written.



Agent and Lenders:
------------------



CITICORP USA, INC.,                             SALOMON BROTHERS HOLDING
as Agent and as a Lender                        COMPANY INC.



By: /s/ Keith Gerding                           By:_____________________________
   ---------------------------                      Name:
     Keith R. Gerding                               Title:
     Title: Vice President

UPS CAPITAL CORPORATION                         ARK CLO 2000-1, LIMITED
                                                By: Patriarch Partners, LLC,
                                                    its Collateral Manager
By: /s/ Charles G. Johnson
   --------------------------                   By: Lynn Tilton
     Name:  Charles G. Johnson                     -----------------------------
     Title: Senior Vice President                   Name:  Lynn Tilton
                                                    Title: Authorized Signatory


<PAGE>

Borrowers:
----------

<TABLE>
<S>                                                      <C>
TMAS/ASI, INC. (formerly known as Aerocell
Structures, Inc.)                                            TRIAD INTERNATIONAL MAINTENANCE
                                                             CORPORATION


By:  /s/ C. Robert Campbell                                  By:  /s/ C. Robert Campbell
   --------------------------------------------                 --------------------------------------------
     Robert Campbell                                              Robert Campbell
     Vice President and Chief Financial Officer                   Vice President and Chief Financial Officer


AIRCRAFT INTERIOR DESIGN, INC.                               TIMCO ENGINE CENTER, INC.


By:  /s/ C. Robert Campbell                                  By:  /s/ C. Robert Campbell
   --------------------------------------------                 --------------------------------------------
     Robert Campbell                                              Robert Campbell
     Vice President and Chief Financial Officer                   Vice President and Chief Financial Officer

</TABLE>


<PAGE>

Guarantors:
-----------

<TABLE>
<S>                                                          <C>
TIMCO AVIATION SERVICES, INC.                                AVIATION SALES DISTRIBUTION
                                                             SERVICES COMPANY



By:  /s/ C. Robert Campbell                                  By:  /s/ C. Robert Campbell
   --------------------------------------------                 --------------------------------------------
     Robert Campbell                                              Robert Campbell
     Vice President and Chief Financial Officer                   Vice President and Chief Financial Officer


AVS/M-2, INC.                                                WHITEHALL CORPORATION


By:  /s/ C. Robert Campbell                                  By:  /s/ C. Robert Campbell
   --------------------------------------------                 --------------------------------------------
     Robert Campbell                                              Robert Campbell
     Vice President and Chief Financial Officer                   Vice President and Chief Financial Officer


AVS/M-3, INC.                                                AVS/CAI, INC.


By:  /s/ C. Robert Campbell                                  By:  /s/ C. Robert Campbell
   --------------------------------------------                 --------------------------------------------
     Robert Campbell                                              Robert Campbell
     Vice President and Chief Financial Officer                   Vice President and Chief Financial Officer


AVIATION SALES LEASING COMPANY                               AVIATION SALES PROPERTY MANAGEMENT CORP.


By:  /s/ Robert Campbell                                     By:  /s/ Robert Campbell
   --------------------------------------------                 --------------------------------------------
     Robert Campbell                                              Robert Campbell
     Vice President and Chief Financial Officer                   Vice President and Chief Financial Officer


AVS/M-1, INC.                                                AVSRE, L.P.
                                                             By: Aviation Sales Property Management
                                                             Corp. as General Partner

By:  /s/ C. Robert Campbell                                  By:  /s/ C. Robert Campbell
   --------------------------------------------                 --------------------------------------------
     Robert Campbell                                              Robert Campbell
     Vice President and Chief Financial Officer                   Vice President and Chief Financial Officer


HYDROSCIENCE, INC.                                           TIMCO ENGINEERED SYSTEMS, INC.


By:  /s/ C. Robert Campbell                                  By:  /s/ C. Robert Campbell
   --------------------------------------------                 --------------------------------------------
     Robert Campbell                                              Robert Campbell
     Vice President and Chief Financial Officer                   Vice President and Chief Financial Officer

</TABLE>