<PAGE>

                                                                    Exhibit 10.6

                  Amendment and Consent Agreement No. 10 for
                              Lease Agreement and
                      Certain Other Operative Agreements


     THIS AMENDMENT AND CONSENT AGREEMENT NO. 10 (this "Amendment Agreement") is
made and entered into as of the 24/th/ day of May, 2001, by and among AVIATION
SALES COMPANY, a Delaware corporation ("Aviation Sales"), as Construction Agent
(the "Construction Agent"); AVIATION SALES COMPANY, as Lessee (the "Lessee");
WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking
association, f/k/a First Security Bank, National Association, not individually,
except as expressly stated in the Operative Agreements, but solely as Owner
Trustee under the Aviation Sales Trust 1998-1 (the "Owner Trustee"); BANK OF
AMERICA, N.A., successor to NationsBank, National Association ("Bank of
America"), as a Holder and as a Lender; BANK OF AMERICA, N.A., successor to
NationsBank, National Association, as Administrative Agent (the "Agent"); each
of the holders party to the Trust Agreement (defined below) (the "Holders");
each of the Lenders party to the Credit Agreement (defined below)(the
"Lenders"); and each of the Guarantors party to the Guaranty Agreement (defined
below).

                             W I T N E S S E T H:
                             -------------------

     WHEREAS, the Construction Agent, the Lessee, the Owner Trustee, the Agent,
the Lenders and the Holders have entered into the Participation Agreement dated
as of December 17, 1998 (as amended, the "Participation Agreement"); and

     WHEREAS, the Owner Trustee, the Lenders and the Agent have entered into the
Credit Agreement dated as of December 17, 1998 (as amended, the "Credit
Agreement"); and

     WHEREAS, the Holders and the Owner Trustee have entered into the Amended
and Restated Trust Agreement dated as of December 17, 1998 (as amended, the
"Trust Agreement"); and

     WHEREAS, the Owner Trustee and the Lessee have entered into the Lease
Agreement dated as of December 17, 1998 (as amended, the "Lease" or "Lease
Agreement"); and

     WHEREAS, Aviation Sales, Subsidiaries of Aviation Sales, and the Agent have
entered into the respective Guaranty Agreements (Series A Obligations) dated as
of December 17, 1998, February 18, 2000, March 31, 2000 or May 31, 2000, as the
case may be, (collectively, the "Series A Guaranty Agreement"); and the
Subsidiaries of Aviation Sales and the Owner Trustee have entered into the
respective Guaranty Agreements (Lessee Obligations) dated as of December 17,
1998, February 18, 2000, March 31, 2000 or May 31, 2000, as the case may be,
(collectively, the "Lessee Guaranty Agreement", and collectively with the Series
A Guaranty Agreement and any other Guaranty Agreement (as defined in the
Participation Agreement), the "Guaranty Agreement" or "Guaranty"); and
<PAGE>

     WHEREAS, the Lessee desires its Subsidiary, Caribe Aviation, Inc.
("Caribe"), to complete the Caribe Sale; and

     WHEREAS, in connection with the Caribe Sale, the Lessee needs additional
time to satisfy the conditions precedent to the Caribe Sale; and

     WHEREAS, the parties hereto desire to amend the Lease Agreement and certain
other Operative Agreements in the manner herein set forth;

     NOW, THEREFORE, the Construction Agent, the Lessee, the Owner Trustee, the
Holders, the Agent and the Lenders do hereby agree as follows:

     1.  Definitions.  The terms "Participation Agreement", "Lease" and "Lease
         -----------
Agreement" as used herein and in the Operative Agreements (as defined in the
Participation Agreement) shall mean such agreements as hereby amended and
modified, and as further amended, modified, supplemented or restated from time
to time in accordance with the terms thereof. Unless the context otherwise
requires, all terms used herein without definition shall have the definition
provided therefor in the Participation Agreement.

     2.  Amendments to the Participation Agreement and the Lease Agreement.  The
         -----------------------------------------------------------------
Participation Agreement and the Lease Agreement are hereby amended as follows:

         (a)   Appendix A to the Participation Agreement is amended by adding
     the following definition, in the appropriate alphabetical order.

               " `Amendment No. 10' shall mean Amendment and Consent Agreement
                  ----------------
         No. 10 for Lease Agreement and certain other Operative Agreements dated
         as of May 24, 2001, among the Construction Agent, the Lessee, the Owner
         Trustee, the Agent, the Holders and Lenders party thereto and the
         Guarantors party thereto."

         (b)   Section 5(b) of Amendment No. 9 is hereby amended to extend the
               ------------
     date by which the conditions precedent to Sections 1, 2 or 3 of Amendment
                                               ------------------
     No. 9 (other than Section 3(c)) can be satisfied to June 1, 2001.
                       ------------

         (c)   The references to "Hamilton Sundstrand Corporation" contained in
     the sixth and seventh "WHEREAS" clauses, Section 2(c), Section 5(b)(xiii)
                                              ------------  ------------------
     and Section (5)(b)(xv) of Amendment No. 9 are hereby amended, in each case,
         ------------------
     to delete the phrase "Hamilton Sundstrand Corporation" and to insert in its
     place "Hamilton Sundstrand Service Corporation".

     3.  Consent. Subject to the Agent's receipt of the amendment referenced in
         -------
Section 5(a)(ii) below, the Agent, the Owner Trustee, the Lenders and the
----------------
Holders hereby consent to the amendment of the Existing Aviation Sales Credit
Agreement on the terms and conditions referenced on or attached hereto as
Exhibit A and made a part hereof.
---------

     4.  Representations, Warranties and Covenants. The Lessee and the
         -----------------------------------------
Construction Agent hereby represent, warrant and covenant that:

                                       2
<PAGE>

          (a) The representations and warranties made by the Lessee and the
     Construction Agent in Section 7 (other than in Section 7.3(f)(i)) of the
     Participation Agreement are true on and as of the date hereof and the
     Caribe Amendment Effective Date (as defined in Amendment No. 9); and the
     representations in warranties set forth in Section 7.3(f)(i) of the
     Participation Agreement are true on and as of the date set forth in such
     Section;

          (b) The audited consolidated financial statements of each of the
     Construction Agent and the Lessee as of December 31, 2000, copies of which
     have been furnished to the Agent and the Owner Trustee, were prepared in
     accordance with GAAP and fairly present the financial condition of each of
     the Construction Agent and the Lessee and their Subsidiaries on a
     consolidated basis as of such date and their consolidated results of
     operations for the fiscal year then ended. Neither Aviation Sales nor any
     Guarantor or any Subsidiary of Aviation Sales has as of the date hereof (or
     will have on the Caribe Amendment Effective Date) any Accommodation
     Obligation, contingent liability or liability for any taxes, long-term
     leases or commitments, not disclosed in writing to the Agent, the Lenders
     and the Holders prior to the date hereof.

          (c) The business and properties of the Lessee and the Construction
     Agent and the Guarantors and the Subsidiaries of Aviation Sales are not,
     and since the Initial Closing Date have not been, adversely affected in any
     substantial way as the result of any fire, explosion, earthquake, accident,
     strike, lockout, combination of workmen, flood, embargo, riot, activities
     of armed forces, war or acts of God or the public enemy, or cancellation or
     loss of any major contracts;

          (d) No event has occurred and no condition exists on the date hereof
     (or will exist on the Caribe Amendment Effective Date) which, after giving
     effect to this Amendment Agreement, constitutes or will constitute a
     Default or an Event of Default on the part of the Lessee or the
     Construction Agent or any Guarantor or any Subsidiary of Aviation Sales
     under the Participation Agreement or any other Operative Agreement, either
     immediately or with the lapse of time or the giving of notice, or both.
     Since December 31, 2000, no event has occurred (or will occur on or before
     the Caribe Amendment Effective Date) with respect to the Lessee, the
     Construction Agent or any Guarantor or any Subsidiary of Aviation Sales
     which has resulted, or is reasonably likely to result, in a Material
     Adverse Effect.

          (e) There is as of the date hereof (and there will be on the Caribe
     Amendment Effective Date) no action, suit, proceeding, claim, investigation
     or arbitration before or by any Governmental Authority or private
     arbitrator pending or, to the knowledge of Aviation Sales, threatened
     against Aviation Sales, any Guarantor or any Subsidiary of Aviation Sales
     or any of their respective Assets (i) challenging the validity or the
     enforceability of any of the Operative Agreements, (ii) which will, or is
     reasonably likely to, result in any Material Adverse Effect, or (iii) under
     the Racketeering Influenced and Corrupt Organizations Act or any similar
     federal or state statute or law under any jurisdiction outside of the
     United States where such Person is a defendant in a criminal indictment
     that provides for the forfeiture of assets to any Governmental Authority as
     a criminal penalty. There is as of the date hereof (and there will be on
     the Caribe

                                       3
<PAGE>

     Amendment Effective Date) no material loss contingency within the meaning
     of GAAP which has not been reflected in the Financial Statements of
     Aviation Sales and its Subsidiaries. Neither Aviation Sales nor any
     Guarantor or any Subsidiary of Aviation Sales is as of the date hereof (or
     will be on the Caribe Amendment Effective Date) subject to or in default
     with respect to any final judgment, writ, injunction, restraining order or
     order of any nature, decree, rule or regulation of any court or
     Governmental Authority which will, or is reasonably likely to, result in a
     Material Adverse Effect.

     This Amendment Agreement shall be deemed to be an Operating Agreement and
any violation of a covenant contained herein shall be a violation of an
Operative Agreement.

     5.   Conditions Precedent. The effectiveness of this Amendment Agreement,
          --------------------
and any amendment, consent or waiver contained herein, shall be subject to
fulfillment of the following conditions precedent:

          (a)  The Agent shall have received on the date hereof, in form and
     substance satisfactory to the Agent, the following:

               (i)   a fully-executed original of this Amendment Agreement;

               (ii)  an executed amendment of the Existing Aviation Sales Credit
          Agreement, including the consent of Citicorp to this Amendment
          Agreement in the form of Exhibit A attached hereto;
                                   ---------

               (iii) evidence of the payment of all fees and amounts set forth
          in Exhibit B attached hereto;
             ---------

               (iv)  any additional agreements, instruments or documents which
          it may reasonably request in connection herewith;

          Nothing contained in this Amendment Agreement shall be deemed to
     amend, revise or waive any of the conditions to the effectiveness of
     Amendment No. 9 (as set forth therein), or to imply that any such
     conditions have been satisfied.

          (b)  The correctness in all material respects of the representations
     and warranties of the Owner Trustee, Construction Agent and the Lessee
     contained herein and in each of the Operative Agreements;

          (c)  No material adverse change shall have occurred in the business,
     assets, management, operations, financial condition or prospects of
     Aviation Sales or any Guarantor or any Subsidiary of Aviation Sales since
     December 31, 2000;

          (d)  Since December 31, 2000, no permit, agreement, lease, or license
     which, in the judgment of the Agent, is material to the business,
     operations or employee relations of Aviation Sales or any Guarantor or any
     Subsidiary of Aviation Sales, including without limitation, any agreement
     relating to the Existing Aviation Sales Credit Agreement or the Senior
     Subordinated Notes (as defined in the Existing Aviation Sales Credit
     Agreement), shall have been terminated, modified, revoked, breached, or
     declared

                                       4
<PAGE>

     to be in default, or if breached or declared to be in default during such
     period, such breach or default shall have been cured or waived on terms
     satisfactory to the Agent and Lenders;

          (e)  Lenders and Holders shall have reviewed all litigation pending or
     threatened against Aviation Sales or any Guarantor or any Subsidiary of
     Aviation Sales and determined to their satisfaction that no Material
     Adverse Effect will, or is reasonably likely to, result from the existence
     thereof; and

          (f)  None of the members of Aviation Sales' Board of Directors as of
     December 31, 2000, shall have ceased acting as members of such Board of
     Directors.

     6.   Release.
          -------

          (a)  Aviation Sales and its Subsidiaries 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 their or the Owner Trustee's respective liability to pay
     or perform any obligations pursuant to any of the Operative Agreements or
     any other documents which evidence or secure any obligations owed under any
     Operative Agreement. In consideration for the execution of this Amendment
     Agreement, each of Aviation Sales and each of its Subsidiaries hereby
     releases and forever discharges, Bank of America, the Agent, the Lenders,
     the Holders and the Owner Trustee 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 Operative Agreements, any Property, any obligations due
     under any of the Operative Agreements and this Amendment Agreement,
     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 Aviation Sales or any of its
     Subsidiaries) the deposit relationships, between Aviation Sales or its
     Subsidiaries, and Bank of America, the Agent, the Lenders, the Holders and
     the Owner Trustee, including the administration, collateralization and
     funding thereof. Each of Aviation Sales 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.

          (b)  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 Aviation
     Sales 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 Aviation Sales 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

                                       5
<PAGE>

     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, Aviation Sales 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. Aviation Sales and its Subsidiaries hereby
                   ---------
     explicitly waive the benefits of any common law or statutory rule with
     respect to the release of such Release Claims.

          (c)  The acceptance and delivery of this Amendment Agreement by the
     Agent 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.
                                                     ---------

          (d)  Each of Aviation Sales 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 Amendment
     Agreement; and (iii) such party is fully aware of the effect of releases
     such as that contained in this Section 6.
                                    ---------

     7.   Entire Agreement. This Amendment Agreement sets forth the entire
          ----------------
understanding and agreement of the parties hereto in relation to the subject
matter hereof and supersedes any prior negotiations and agreements among the
parties relative to such subject matter. No promise, conditions, representation
or warranty, express or implied, not herein set forth shall bind any party
hereto, and no one of them has relied on any such promise, condition,
representation or warranty. Each of the parties hereto acknowledges that, except
as in this Amendment Agreement otherwise expressly stated, no representations,
warranties or commitments, express or implied, have been made by any other party
to the other. None of the terms or conditions of this Amendment Agreement may be
changed, modified, waived or canceled orally or otherwise, except by writing,
signed by all the parties hereto, specifying such change, modification, waiver
or cancellation of such terms or conditions, or of any proceeding or succeeding
breach thereof.

     8.   Full Force and Effect of Operative Agreements. Except as hereby
          ---------------------------------------------
specifically amended, modified or supplemented, the Participation Agreement, the
Lease and all of the other Operative Agreements are hereby confirmed and
ratified in all respects and shall remain in full force and effect according to
their respective terms.

     9.   Counterparts. This Amendment Agreement may be executed in one or more
          ------------
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.

                 [Remainder of page intentionally left blank.]

                                       6
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement
to be duly executed by their duly authorized officers, all as of the day and
year first above written.

                             AVIATION SALES COMPANY,
                             as Construction Agent

                             By: /s/ Michael C. Brant
                                -------------------------------------
                             Name: Michael C. Brant
                                  -----------------------------------
                             Title: Vice President
                                   ----------------------------------

                             AVIATION SALES COMPANY,
                             as Lessee

                             By: /s/ Michael C. Brant
                                -------------------------------------
                             Name: Michael C. Brant
                                  -----------------------------------
                             Title: Vice President
                                   ----------------------------------


                             WELLS FARGO BANK NORTHWEST, NATIONAL
                              ASSOCIATION
                             not individually, except as expressly stated under
                             the Operative Agreements, but solely as Owner
                             Trustee under the Aviation Sales Trust 1998-1

                             By: /s/ Val T. Orton
                                -------------------------------------
                             Name: Val T. Orton
                                  -----------------------------------
                             Title: Vice President
                                   ----------------------------------


                             BANK OF AMERICA, N.A., as a Holder and as
                             a Lender

                             By: /s/ Kevin Mayer
                                -------------------------------------
                             Name: Kevin Mayer
                                  -----------------------------------
                             Title: Senior Vice President
                                   ----------------------------------


                             BANK OF AMERICA, N.A., as Administrative
                             Agent

                             By: /s/ Kevin Mayer
                                -------------------------------------
                             Name: Kevin Mayer
                                  -----------------------------------
                             Title: Senior Vice President
                                   ----------------------------------

                            SIGNATURE PAGE 1 OF 3
<PAGE>

                             JOINDER BY GUARANTORS
                             ---------------------

The undersigned Guarantors hereby join in and consent to this Amendment
Agreement.

                               AVIATION SALES COMPANY
                               AVS/M-1, INC. (formerly AVIATION SALES
                                MANUFACTURING COMPANY)
                               AVIATION SALES PROPERTY
                                MANAGEMENT  CORP.
                               AVIATION SALES FINANCE COMPANY
                               TIMCO ENGINE CENTER, INC.
                               AVS/M-2, INC (formerly AVS/KRATZ-WILDE
                               MACHINE COMPANY
                               AVS/M-3, INC. (formerly APEX MANUFACTURING, INC.)
                               AEROCELL STRUCTURES, INC.
                               AVIATION SALES DISTRIBUTION
                                SERVICES COMPANY
                               AVIATION SALES LEASING COMPANY
                               WHITEHALL CORPORATION
                               TRIAD INTERNATIONAL MAINTENANCE
                                CORPORATION (successor in interest to Aero
                                Corporation and Aero Corp Macon, Inc.)
                               AVIATION SALES MAINTENANCE, REPAIR &
                                OVERHAUL COMPANY
                               CARIBE AVIATION, INC.
                               AIRCRAFT INTERIOR DESIGN, INC.
                               AERO HUSHKIT CORPORATION
                               HYDROSCIENCE, INC.
                               TIMCO ENGINEERED SYSTEMS, INC.


                               By: /s/ Michael C. Brant
                                  -------------------------------------
                               Name: Michael C. Brant
                                    -----------------------------------
                               Title: Vice President of each of the foregoing
                                     ---------------
                                     Guarantors

                               AVSRE, L.P.
                               By:  Aviation Sales Property Management Corp.,
                                    its general partner

                                    By: /s/ Michael C. Brant
                                       --------------------------------
                                    Name: Michael C. Brant
                                         ------------------------------
                                    Title: Vice President
                                          -----------------------------


                             SIGNATURE PAGE 2 OF 3
<PAGE>

                                   AVIATION SALES SPS I, INC.



                                   By:/s/ Michael C. Brant
                                      --------------------------------------
                                   Name: Michael C. Brant
                                        ------------------------------------
                                   Title: Vice President
                                         -----------------------------------


                             SIGNATURE PAGE 3 OF 3