Exhibit 10.1
                                                                [Execution Copy]


                                 AMENDMENT NO. 4

          AMENDMENT NO. 4 dated as of September 26, 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):

          "Account" has the meaning set forth in Article 9 of the Uniform
     Commercial Code as in effect from time to time in the State of New York.

          "Account Debtor" has the meaning set forth in Article 9 of the Uniform
     Commercial Code as in effect from time to time in the State of New York.

          "Amendment No. 4" means Amendment No. 4 to this Agreement dated as of
     September 26, 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:


                                       1
<PAGE>

<TABLE>
       <S>                                   <C>             <C>              <C>

      ------------------------------------- ---------------- ---------------- ---------------------
                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
      ------------------------------------- ---------------- ---------------- ---------------------
      ------------------------------------- ---------------- ---------------- ---------------------
                   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%
                   ----------
      Less than 6.00 to 1 but greater
         than or equal to 5.50 to 1
     ------------------------------------- ---------------- ---------------- ---------------------
     ------------------------------------- ---------------- ---------------- ---------------------
                Category 6                       3.00%            4.00%              0.500%
                ----------
     Greater than or equal to 6.00 to 1
     ------------------------------------- ---------------- ---------------- ---------------------
</TABLE>

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 6 (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 6 for the period from and including the
effective date of Amendment No. 4 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.

                                       2

<PAGE>

     "Availability Block" means an amount equal to $10,000,000.

     "Borrowing Base" means, at the time of any determination thereof, an amount
equal to the sum, without duplication, of:

              (a) 85% of Eligible Domestic Accounts Receivable plus

              (b) 75% of Eligible Foreign Accounts Receivables plus

              (c) 20% of Eligible Raw Materials plus

              (d) the lesser of (i) the product of 70% of the Net
                  Recovery Rate multiplied by the Inventory Values of the
                  aggregate gross inventory at the Nelson Aerospace, M&M
                  Aerospace, Winston Aftermarket divisions of the Borrower, and
                  at any other divisions of the Borrower to be determined by the
                  Administrative Agent in its sole discretion, and (ii) 65% of
                  Eligible Finished Goods plus

              (e) the PP&E Component (which may be included, or not
                  included, at the sole discretion of the Administrative Agent
                  but, if included, shall not represent more than 15% of the
                  aggregate Borrowing Base), minus

              (f)  the Availability Block.

     The Borrowing Base at any time shall be determined by reference to the most
recent Borrowing Base Certificate delivered to the Administrative Agent pursuant
to Section 5.01(i). Standards of eligibility and reserves and advance rates of
the Borrowing Base may be revised and adjusted from time to time by the
Administrative Agent in its sole discretion, with any changes in such standards
to be effective three Business Days after delivery of notice thereof to the
Borrower. Without limiting the generality of the foregoing, it is acknowledged
and agreed that, in the event the Borrower shall modify its accounting
practices, systems or reserves relating to the components of the Borrowing Base
in a manner that, in the judgment of the Administrative Agent, is adverse to the
Lenders in any material respect, the Administrative Agent shall be entitled to
establish such additional reserves (for purposes of computing the Borrowing
Base) in respect of the components of the Borrowing Base and make such other
adjustments to the Borrowing Base (which may include modifying the advance rates
or modifying the eligibility criteria for the components of the Borrowing Base),
as the Administrative Agent shall in its sole discretion deemed appropriate.

     "Borrowing Base Certificate" means a certificate substantially in the form
of Exhibit F (with such changes therein as may be required by the Administrative
Agent to reflect the components of, and reserves against, the Borrowing Base as
provided for herein from time to time), executed and certified as accurate and
complete by a senior financial officer of the Borrower, which certificate shall
include appropriate exhibits, schedules, supporting documentation, and
additional reports as (i) outlined in Schedule Y


                                       3


<PAGE>


to Exhibit F, (ii) reasonably requested by the Administrative Agent, and (iii)
provided for in Section 5.01(i).

     "Collateral Access Agreement" means a written agreement granting access
rights with respect to any Accounts or Inventory of the Borrower located at any
third party location, in form and substance reasonably satisfactory to the
Administrative Agent.

     "Distribution Center" means any distribution center, regional distribution
center and/ or main depot owned or leased and operated by the Borrower.

     "Eligible Domestic Accounts Receivable" means, at the time of any
determination thereof, each Account that satisfies the following criteria at the
time of creation and continues to meet the same at the time of such
determination: such Account (i) has been invoiced to, and represents the bona
fide amounts due to the Borrower from, the purchaser of goods or services, in
each case originated in the ordinary course of business of the Borrower and (ii)
is not ineligible for inclusion in the calculation of the Borrowing Base
pursuant to any of clauses (a) through (r) below or otherwise deemed by the
Administrative Agent in its sole discretion to be ineligible for inclusion in
the calculation of the Borrowing Base as described below. Without limiting the
foregoing, to qualify as Eligible Domestic Accounts Receivable, an Account shall
indicate no Person other than the Borrower (including the M&M Aerospace division
of the Borrower and including any other name under which the Borrower conducts
its business) as payee or remittance party.

     In determining the amount of any Account to be included as an "Eligible
Domestic Account Receivable", the face amount of an Account shall be reduced by,
without duplication, to the extent not reflected in such face amount, (x) the
amount of all accrued and actual discounts, claims, credits or credits pending,
promotional program allowances, price adjustments, finance charges or other
allowances (including any amount that the Borrower, as applicable, may be
obligated to rebate to a customer pursuant to the terms of any agreement or
understanding (written or oral)), (y) the aggregate amount of all limits and
deductions provided for in this definition and elsewhere in this Agreement and
(z) the aggregate amount of all cash received in respect of such Account but not
yet applied by the Borrower to reduce the amount of such Account. Standards of
eligibility (including the standards of eligibility set forth in clauses (a)
through (r) below) may be fixed from time to time by the Administrative Agent in
the exercise of its sole discretion, with any changes in such standards to be
effective three Business Days after delivery of notice thereof to the Borrower.

     Unless otherwise approved from time to time in writing by the
Administrative Agent, no Account shall be an Eligible Domestic Account
Receivable if, without duplication:

     (a)  the Borrower does not have sole lawful and absolute title to such
          Account; or

     (b)  (i) it is unpaid more than 90 days from the original date of invoice
          or 60 days from the original due date or (ii) it has been written off
          the books of

                                       4

<PAGE>


          the Borrower or has been otherwise designated on such books as
          uncollectible, it being understood that in determining the aggregate
          amount from the same Account Debtor that is unpaid more than 90 days
          from the date of invoice or more than 60 days from the due date
          pursuant to this clause (b), there shall be excluded the amount of any
          net credit balances relating to Accounts due from an Account Debtor
          with invoice dates more than 90 days from the date of invoice or more
          than 60 days from the due date; or

     (c)  more than 50% in face amount of all Accounts of the same Account
          Debtor are ineligible pursuant to clause (b) above; or

     (d)  the Account Debtor is insolvent or the subject of any bankruptcy case
          or insolvency proceeding of any kind, or

     (e)  (i) such Account is not payable in Dollars or (ii) the Account Debtor
          is either not organized under the laws of the United States of
          America, any state thereof or the District of Columbia, or is located
          outside or has its principal place of business or substantially all of
          its assets outside the United States; or

     (f)  the Account Debtor is the United States of America or any department,
          agency or instrumentality thereof; or

     (g)  such Account is subject to any adverse security deposit, progress
          payment, retainage or other similar advance made by or for the benefit
          of the applicable Account Debtor, in each case to the extent thereof;
          or

     (h)  such Account was invoiced (i) in advance of goods or services
          provided, or (ii) twice or more, or (iii) the associated income has
          not been earned; or

     (i)  such Account is a non-trade Account, or relates to payments for
          interest; or

     (j)  the sale to the Account Debtor is on a bill-and-hold, guarantee sale,
          sale-and-return, ship-and-return, sale on approval, or consignment or
          other similar basis or made pursuant to any other agreement providing
          for repurchases or return of any merchandise which has been claimed to
          be defective or otherwise unsatisfactory; or

     (k)  the goods giving rise to such Account have not been shipped and title
          has not been transferred to the Account Debtor, or such Account
          represents a progress-billing or otherwise does not represent a
          complete sale; for purposes hereof, "progress-billing" means any
          invoice for goods sold or leased or services rendered under a contract
          or agreement pursuant to which the Account Debtor's obligation to pay
          such invoice is conditioned


                                       5


<PAGE>


          upon the Borrower's completion of any further performance under the
          contract or agreement; or

     (l)  it arises out of a sale made by the Borrower to an employee, officer,
          agent, director, stockholder of 5% or more of the outstanding shares
          of capital stock of any class of the Borrower, Subsidiary or Affiliate
          of the Borrower; or

     (m)  such Account was not paid in full, and the Borrower created a new
          receivable for the unpaid portion of the Account, and other Accounts
          constituting chargebacks, debit memos and other adjustments for
          unauthorized deductions; or

     (n)  the Account Debtor (i) is a creditor, (ii) has or has asserted a right
          of set-off against the Borrower or (iii) has disputed its liability
          (whether by chargeback or otherwise) or made any asserted or
          unasserted claim with respect to such Account or any other Account of
          the Borrower which has not been resolved, in each case, without
          duplication, to the extent of the amount owed by the Borrower to the
          Account Debtor, the amount of such actual or asserted right of
          set-off, or the amount of such dispute or claim, as the case may be;
          or

     (o)  as to all or any part of such Account, a check, promissory note,
          draft, trade acceptance or other instrument for the payment of money
          has been received, presented for payment and returned uncollected for
          any reason; or

     (p)  if such Account is for goods that have been sold under a purchase
          order or pursuant to the terms of a contract or other agreement or
          understanding (written or oral) that indicates that any Person other
          than the Borrower has or has had or has purported to have or have had
          an ownership interest in such goods; or

     (q)  such Account is an extended terms account, which is due and payable
          more than 120 days from the original date of invoice; or

     (r)  such Account is created on cash on delivery terms.

     Notwithstanding the foregoing, all Accounts of any single Account Debtor
and its Affiliates that in the aggregate exceed (i) 20% in respect of an Account
Debtor whose securities are rated Investment Grade or (ii) 10% in respect of all
other Account Debtors, of the total amount of all Accounts at the time of any
determination shall be deemed not to be "Eligible Domestic Accounts Receivable"
to the extent of such excess.

     "Eligible Finished Goods" means, at the time of any determination thereof,
Eligible Inventory defined as Finished Goods by the Borrower on such date as
shown on


                                       6


<PAGE>

          the Borrower's perpetual inventory records in accordance with its
          current and historical accounting practices.

                  "Eligible Foreign Accounts Receivable" means, any Account
         meeting all of the criteria set forth in the definition of Eligible
         Domestic Accounts Receivable (other than the requirement set forth in
         clause (e)(ii) thereof), originating from an Account Debtor organized
         under the laws of Canada, Germany, the United Kingdom, or Australia (or
         any political subdivision of any of the foregoing, located in any such
         jurisdiction or whose principal place of business or substantially all
         of its assets is located in any such jurisdiction), and that the
         Administrative Agent determines in its sole discretion shall be treated
         as an "Eligible Foreign Account Receivable" for purposes hereof.

                  "Eligible Inventory" means, at the time of any determination
         thereof, without duplication, the Inventory Value of all Inventory of
         the Borrower at the time of such determination that is not ineligible
         for inclusion in the calculation of the Borrowing Base pursuant to any
         of clauses (a) through (o) below, minus any reserve otherwise deemed by
         the Administrative Agent in its sole discretion to be ineligible for
         inclusion in the calculation of the Borrowing Base. Without limiting
         the foregoing, to qualify as "Eligible Inventory" no Person other than
         the Borrower shall have any direct or indirect ownership, interest or
         title to such Inventory and no Person other than the Borrower, shall be
         indicated on any purchase order or invoice with respect to such
         Inventory as having or purporting to have an interest therein.
         Standards of eligibility may be fixed from time to time by the
         Administrative Agent in the exercise of its sole discretion, with any
         changes in such standards to be effective three Business Days after
         delivery of notice thereof to the Borrower. Unless otherwise from time
         to time approved in writing by the Administrative Agent, no Inventory
         shall be deemed Eligible Inventory if, without duplication:

                  (a)      it is not owned solely by the Borrower or the
                           Borrower does not have sole and good, valid and
                           unencumbered title thereto; or

                  (b)      it is not located in the United States; or

                  (c)      it is located in a third party warehouse or is
                           located at a closed facility owned or leased by the
                           Borrower (other than Inventory approved by the
                           Administrative Agent in its sole discretion and
                           subject to reserves as determined by the
                           Administrative Agent in its sole discretion); or

                  (d)      it is goods returned or rejected due to quality
                           issues by the Borrower's customers or goods in
                           transit to third parties; or

                  (e)      it is operating supplies, packaging or shipping
                           materials, cartons, repair parts, labels or
                           miscellaneous spare parts and other such materials
                           not considered used for sale in the ordinary course
                           of business by the Administrative Agent from time to
                           time; or


                                       7


<PAGE>

                  (f)      it is not subject to a valid and perfected first
                           priority Lien in favor of the Administrative Agent;
                           or

                  (g)      it is classified as work in process by the Borrower
                           or requires further manufacturing or processing; or

                  (h)      it is consigned or at a customer location but still
                           accounted for in the Borrower's perpetual inventory
                           balance (other than Inventory approved by the
                           Administrative Agent in its sole discretion and for
                           which the Administrative Agent has received a
                           Collateral Access Agreement); or

                  (i)      it is Inventory which is being processed offsite at a
                           third party location or outside processor, or is
                           in-transit to or from the said third party location
                           or outside processor; or

                  (j)      it is seconds or thirds or stale or it is obsolete or
                           slow moving or unmerchantable or is identified as
                           overstock or excess by the Borrower, or does not
                           otherwise conform to the representations and
                           warranties contained in the Agreement; or

                  (k)      it is Inventory used as a sample or prototype,
                           displays or display items, not first quality or
                           non-saleable in the ordinary course of business or it
                           has been returned by a customer; or

                  (l)      it is a discontinued product or component thereof; or

                  (m)      it is Finished Goods not located at a Distribution
                           Center; or

                  (n)      it is Inventory that is damaged, returned or marked
                           for return to vendor; or

                  (o)      it is not in good condition, does not meet all
                           material standards imposed by any Governmental
                           Authority having regulatory authority over it, is
                           repair or replacement parts for machinery and
                           equipment, is rejected, defective or undergoing
                           quality review.

                  "Eligible Raw Materials" means, on any date, Eligible
         Inventory defined as Raw Materials by the Borrower on such date as
         shown on the Borrower's perpetual inventory records in accordance with
         its current and historical accounting practices.

                  "Finished Goods" means completed goods which require no
         additional processing or manufacturing, to be sold to third party
         customers by the Borrower in the ordinary course of business.

                  "Inventory" has the meaning set forth in Article 9 of the
         Uniform Commercial Code as in effect from time to time in the State of
         New York.


                                       8

<PAGE>

                  "Investment Grade" means a rating established by a third party
         rating agency, equivalent to a Standard & Poors Ratings Group BBB- or a
         Moody's Investor's Services, Inc. Baa3 or better.

                  "Inventory Value" means with respect to any Inventory of the
         Borrower at the time of any determination thereof, the standard cost or
         average cost carried on the perpetual records of the Borrower stated on
         a basis consistent with their current and historical accounting
         practices, in Dollars, determined in accordance with the standard cost
         method and average cost method of accounting less, (i) any markup on
         Inventory from an Affiliate and (ii) in the event variances under the
         standard cost method (a) are capitalized, favorable variances shall be
         deducted from Eligible Inventory, and unfavorable variances shall not
         be added to Eligible Inventory, and (b) are expensed, a reserve shall
         be determined as appropriate in order to adjust the standard cost of
         Eligible Inventory to approximate actual cost.

                  "Net Recovery Rate" means (a) the estimated amount that would
         be realized upon a net orderly liquidation of all Inventory of the
         Borrower at locations selected by the Administrative Agent (as such
         amount shall have been determined by the most recent analysis conducted
         by outside inventory appraisers retained or approved by the
         Administrative Agent) divided by (b) the Inventory Value of all
         Inventory at such locations.

                  "PP&E Component" means, at the time of any determination, an
         amount equal to 50% of the net orderly liquidation value of machinery
         and equipment owned by the Borrower, all as determined in the
         Administrative Agent's sole discretion from time to time.

                  "Raw Materials" means materials used or consumed in the
         manufacture of goods to be sold by the Borrower in the ordinary course
         of business.

          Section 2.02. Mandatory Prepayments. Section 2.09(b) of the Credit
Agreement shall be amended by adding a new clause (iv) at the end thereof to
read as follows:

                  "(iv) Borrowing Base. The Borrower shall from time to time
         prepay the Revolving Credit Loans (and/or provide cover for LC Exposure
         as specified in Section 2.04(k)) in such amounts as shall be necessary
         so that at all times the aggregate Revolving Credit Exposure, shall not
         exceed the Borrowing Base, such amounts to be applied, first to the
         prepayment of outstanding Loans and, second, as cover for LC Exposure,
         in each case without reduction of the Revolving Credit Commitments."

          Section 2.03. Reporting Requirements. Section 5.01 of the Credit
Agreement shall be amended by (i) deleting the word "and" at the end of
paragraph (h) therein, (ii) adding new paragraph (i) therein and (iii)
relettering the existing paragraph (i) as paragraph (j)):

                  "(i) no later than 15 days following the end of each monthly
         accounting period (no later than October 3, 2003 in the case of the
         monthly accounting period ending August 31, 2003), a completed
         Borrowing Base Certificate showing the Borrowing Base


                                       9

<PAGE>

          as of the close of business on the last day of such monthly accounting
          period and, if requested by the Administrative Agent at any other time
          that the Administrative Agent reasonably believes the then-existing
          Borrowing Base Certificate may be materially inaccurate, as soon as
          reasonably available but in no event later than 5 Business Days after
          such request, a completed Borrowing Base Certificate showing the
          Borrowing Base as of the date so requested, in each case with
          supporting documentation and additional reports with respect to the
          Borrowing Base as the Administrative Agent may reasonably request;
          and"

          Section 2.04. Existence; Conduct of Business. Section 5.03 of the
Credit Agreement shall be amended by adding a new paragraph at the end thereof
to read as follows:

                  "Without limiting the generality of the foregoing clause (f),
         the Borrower will permit any representatives designated by the
         Administrative Agent (including employees of the Administrative Agent
         or any consultants, accountants, lawyers and appraisers retained by the
         Administrative Agent) to conduct evaluations and appraisals of the
         Borrower's computation of the Borrowing Base and the assets included in
         the Borrowing Base and such other assets and other financial
         information and properties of the Borrower as the Administrative Agent
         may require, all at such reasonable times and as often as reasonably
         requested. The Borrower shall pay the fees including internally
         allocated fees and expenses of employees of the Administrative Agent
         and expenses of any such representatives retained by the Administrative
         Agent as to which invoices have been furnished to conduct any such
         evaluation or appraisal, including the reasonable fees and expenses
         associated with collateral monitoring services performed by the
         Collateral Agent Services Group of the Administrative Agent. To the
         extent required by the Administrative Agent as a result of any such
         evaluation, appraisal or monitoring, the Borrower also agrees to modify
         or adjust the computation of the Borrowing Base (which may include
         maintaining additional reserves, modifying the advance rates or
         modifying the eligibility criteria for the components of the Borrowing
         Base)."

          Section 2.05. Certain Financial Covenants. Sections 6.08(a), 6.08(c)
and 6.08(d) of the Credit Agreement shall be amended in their 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 Date in November        7.50 to 1
           2002 through the Fiscal Date in December 2002.

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


                                       10

<PAGE>

           in March 2003.

         From (but not including) the Fiscal Date in March           9.50 to 1
           2003 through the Fiscal Date in June 2004.

         From (but not including) the Fiscal Date in June 2004       9.25 to 1
           through the Fiscal Date in December 2004.

         From (but not including) the Fiscal Date in December        9.00 to 1
           2004 through the Fiscal Date in March 2005.

         From (but not including) the Fiscal Date in March           8.25 to 1
           2005 through the Fiscal Date in June 2005.

         From (but not including) the Fiscal Date in June 2005       8.00 to 1
           through the Fiscal Date in September 2005.

         From (but not including) the Fiscal Date in September       7.00 to 1
           2005 through the Fiscal Date in December 2005.

         Thereafter                                                  5.50 to 1

          (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 Date in November      1.15 to 1
              2002 through the Fiscal Date in March 2004.

            From (but not including) the Fiscal Date in March         1.20 to 1
              2004 through the Fiscal Date in December 2004.

            From (but not including) the Fiscal Date in December      1.30 to 1
              2004 through the Fiscal Date in March 2005.


                                       11


<PAGE>

            From (but not including) the Fiscal Date in March         1.40 to 1
              2005 through the Fiscal Date in June 2005.

            From (but not including) the Fiscal Date in June 2005     1.50 to 1
              through the Fiscal Date in September 2005.

            From (but not including) the Fiscal Date in September     1.60 to 1
              2005 through the Fiscal Date in December 2005.

            Thereafter                                                2.00 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) $95,000,000 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. 4, 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) of the Credit Agreement, to $120,000,000, 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. 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. 4.

          Section 5. 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. 4, 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. 4, including (i)
     an amendment fee to each Lender executing this


                                       12


<PAGE>

     Amendment No. 4 prior to 5:00 p.m. on September 26, 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 the Administrative Agent.

          (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 Administrative Agent,
     shall have reasonably requested.

          Section 6. Miscellaneous. Except as expressly provided herein, the
Credit Agreement shall remain unchanged and in full force and effect. This
Amendment No. 4 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. 4 by signing any such
counterpart. This Amendment No. 4 shall be governed by, and construed in
accordance with, the law of the State of New York.





                                       13


<PAGE>



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

                                               BE AEROSPACE, INC.


                                               By /s/ Amin J. Khoury
                                                  ---------------------
                                                  Name: Amin J. Khoury
                                                  Title: Chairman



                                       14

<PAGE>



                                        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, acting
                                        through its Cayman Islands Branch


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


                                        By /s/ Barbara Wong
                                           -----------------------
                                           Name: Barbara Wong
                                           Title: Associate



                                       15


<PAGE>

                                        MERRILL LYNCH CREDIT PRODUCTS LLC


                                        By /s/ Graham Goldsmith
                                          -------------------------
                                          Name: Graham Goldsmith
                                          Title: President


                                        THE BANK OF NEW YORK


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


                                       GE CAPITAL CORPORATION


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


                                       BARCLAYS


                                       By /s/ Steven Landizberg
                                         -------------------------
                                         Name: Steven Landizberg
                                         Title: Director


                                       LONGACRE MASTER FUND, LTD.


                                       By /s/ Steven S. Weissman
                                         -------------------------
                                         Name: Steven S. Weissman
                                         Title: Director


                                      PAMCO CAYMAN, LTD.

                                      By: Highland Capital Management, L.P.
                                          As Collateral Manager

                                      By /s/ James Dondero
                                         --------------------
                                        Name: James Dondero, CFA, CPA
                                        Title: President


                                       16


<PAGE>

                                      PRESIDENT & FELLOWS OF HARVARD
                                      COLLEGE


                                      By: Regiment Capital Management, LLC,
                                          as its Investment Advisor

                                      By: Regiment Capital Advisors, LLC,
                                          its Manager and pursuant to delegated
                                          authority


                                      By /s/ Timothy S. Peterson
                                        ----------------------------
                                        Name: Timothy S. Peterson
                                        Title: President


                                      REGIMENT CAPITAL, LTD


                                      By: Regiment Capital Management, LLC,
                                          as its Investment Advisor

                                      By: Regiment Capital Advisors, LLC,
                                          its Manager and pursuant to delegated
                                          authority


                                      By /s/Timothy S. Peterson
                                         ----------------------------
                                         Name: Timothy S. Peterson
                                         Title: President


                                      RESTORATION FUNDING CLO, LTD.

                                      By: Highland Capital Management, L.P.,
                                          as Collateral Manager


                                      By /s/ James Dondero
                                         ------------------------
                                         Name: James Dondero, CFA, CPA
                                         Title: President


                                       17


<PAGE>


                                                                    Exhibit F
                                                                    Page 1 of 4

                                  BE Aerospace
                   Form of Monthly Borrowing Base Certificate
                   For the Month Ended _______________________
                                  ($ in 000's)
<TABLE>

<S>                                                                             <C>                    <C>
A.    Available accounts receivable (from page 2 of 4)                          $
                                                                                --------------

B.    Available inventory (from page 4 of 4)                                    $
                                                                                --------------

C.    Available Machinery and Equipment (50% of Net Orderly Liquidation Value)  $
                                                                                --------------

D.    Less:  Availability Block                                                 $  (10,000)
                                                                                --------------

E.    Borrowing Base  Availability (sum of  A through  D)                                               $
                                                                                                        --------------

F.    Lower of::
          Borrowing Base (line E)                                              $
                                                                                --------------
          Revolving Credit Commitment                                           $    120,000            $
                                                                                --------------          -------------

G.    Aggregate Revolving Credit loans outstanding                              $
                                                                                --------------

H.    L/C obligations outstanding                                               $
                                                                                --------------

I.    Aggregate outstanding (lines G +H)                                                               $
                                                                                                       --------------

J.    Excess availability /(overadvance)  (line F minus line I)                                        $
                                                                                                       --------------
</TABLE>



          *The Borrowing Base Certificate is to be accompanied by documentation
          outlined in Schedule Y to this Exhibit F


Officer's Certification:

Pursuant to the Credit Agreement dated as of [enter date], the undersigned
certifies on behalf of the Borrower that the information provided in this
Borrowing Base Certificate is accurate and complete in all material respects.


------------------------------------------
Signature & Title                                                  Date





<PAGE>



                                                                    Exhibit F
                                                                    Page 2 of 4

                                  BE Aerospace
                   Form of monthly Borrowing Base Certificate
                   For the Month Ended _______________________
                                  ($ in 000's)

Calculation of available accounts receivable



<TABLE>
<S>                                                      <C>    <C>    <C>    <C>    <C>    <C>

                                                         Domestic       Foreign          Total

Total  A/R  per aging                                    $    -        $       -       $     -
                                                         ---------     ---------       -------
Less Ineligibles:
     > 90 days past due                                       -                -             -
     Extended terms (>120 day terms)
     Cross age @  50%                                         -                -             -
     Credit reclass                                           -                -             -
     Bankruptcy                                               -                -             -
     Foreign                                                  -                -             -
     Government                                               -                -             -
     Customer Deposits                                        -                -             -
     Non Trade                                                -                -             -
     Consignment invoices                                     -                -             -
     Progress Billings                                        -                -             -
     InterCompany / Affiliate                                 -                -             -
     Contra accounts                                          -                -             -
     Chargeback / Deductions                                  -                -             -
     Bill and hold                                            -                -             -
     Notes receivable                                         -                -             -
     Cash in advance                                          -                -             -
     Unapplied cash                                           -                -             -
     Concentration Cap                                        -                -             -
     Other (per terms of the Credit Agreement)                -                -             -
Total Ineligibles                                             -                -             -
                                                           ---------   ---------       -------

Eligible Accounts Receivables                                 -                -             -
                                                           ---------   ---------       -------
Advance rate                                                     85%         75%
                                                                 ---         ---
Available A/R                                             $   -        $       -       $     -
                                                           ==========  =========       =======

</TABLE>


<PAGE>


                                                                    Exhibit F
                                                                    Page 3 of 4
                                  BE Aerospace
                   Form of Monthly Borrowing Base Certificate
                   For the Month Ended _______________________
                                  ($ in 000's)


Calculation of available Inventory
                                                             Total Company
                                                             -------------
Total Raw Materials and work in process                      $           -
Less Ineligibles:                                                             -
     Not solely owned by Borrower or Grantor                                  -
     Not located in the United States                                         -
     Supplies / packaging / spare parts / Scrap                               -
     Work in process                                                          -
     Outside Processor                                                        -
     Consigned                                                                -
     Located at a 3rd party warehouse / closed facility                       -
     Return to vendor                                                         -
     Sample / Display                                                         -
     Damaged                                                                  -
     Other (per terms of the Credit Agreement)                                -
                                                            -------------------
Total Ineligibles                                                             -

Eligible Raw Materials                                      $                 -
     Advance Rate                                                           20%
                                                                            ---
     Available Raw Materials                                $                 -
                                                            -------------------

Total Finished Goods                                                          -
Less Ineligibles:
     Not solely owned by Borrower or Grantor                                  -
     Not located in the United States                                         -
     Consigned                                                                -
     Located at a 3rd party warehouse / closed facility                       -
     Returned inventory                                                       -
     Non Distribution Finished Goods                                          -
     Sample / Display                                                         -
     Damaged / Discontinued                                                   -
     Components                                                               -
     Slow moving / Obsolete reserve                                           -
     Shrink reserve                                                           -
     Outside Processor                                                        -
     Other (per terms of Credit Agreement)                                    -
                                                              -----------------
 Total Ineligibles                                                            -

Eligible Finished Goods                                       $               -
     Advance rate                                                           65%
                                                                            ---
      Available Finished Goods                                $               -
                                                              -----------------



<PAGE>


                                                                    Exhibit F
                                                                    Page 4 of 4

                                  BE Aerospace
                   Form of Monthly Borrowing Base Certificate
                   For the Month Ended _______________________
                                  ($ in 000's)



<TABLE>
<S>                                                                             <C>                   <C>

Inventory Availability Calculation:

(a) Available Raw Materials                                                                            $

(b) Lower of:

     i) the product of (x) 70% of the Net Recovery Rate after expenses
(as determined by the most recent inventory appraisal) multiplied by (y)
the aggregate gross Inventory at Nelson Aerospace plus M&M Aerospace plus
Winston Aftermarket                                                             $

and
   ii) Available Finished Goods                                                 $                      $

Available Inventory ((a) + (b)) (to page 1 of 4)                                                       $
</TABLE>



<PAGE>



                                                                   Schedule Y
                                                                   to Exhibit F


                                  BE Aerospace
                  Collateral Monitoring Reporting Requirements
                      Documents to be Submitted to the Bank

The following information is to be submitted on a monthly basis (unless
otherwise noted), by the 15th calendar day subsequent to month end (for Accounts
Receivable, Inventory and Other as noted below). The Accounts Receivable,
Inventory, other information shall be provided for all the divisions (unless
otherwise noted).

o    Monthly BBC as outlined in Exhibit F
o    Accounts Receivable:

     1)  A monthly rollforward of the A/R aging. The monthly rollforward should
         separately identify beginning of the month A/R aging balance, gross
         billings, cash receipts, credit memos and other adjustments issued
         (recorded directly to the aging), write-offs, other debit and credit
         adjustments (if significant, please provide explanation), end of month
         A/R aging balance and should be supported by the following system
         generated information:
         o  Summary totals of A/R aging.
         o  Total amount of invoices/sales.
         o  Total amount of cash receipts.
         o  Total amount of credits and adjustments (should include credit memos
            issued, write-offs, returns, discounts and other credit
            adjustments).

     2)  Terms, addresses, credit ratings and aging of top 10 customer accounts
         receivable balances per the most recent aging.
     3)  Accounts receivable aging, consolidated and for each subsidiary.
     4)  Reconciliations of A/R aging report to the general ledger and financial
         statements
     5)  Supporting documentation (system generated extract report where
         applicable) for the A/R ineligibles as per the Credit Agreement and
         Borrowing Base Certificate as follows:

         o  > 90 days past due
         o  Extended Terms (> 120 days)
         o  Cross age at 50%
         o  Credit reclass
         o  Bankruptcy
         o  Foreign
         o  Government
         o  Customer Deposits
         o  Non Trade
         o  Progress Billings
         o  Consignment Invoices
         o  Intercompany / Affiliates
         o  Contra accounts


<PAGE>


         o  Chargeback / Deductions
         o  Bill and hold
         o  Notes receivables
         o  Cash in advance
         o  Unapplied cash
         o  Concentration cap
         o  Other (per terms of the Credit Agreement)

o    Inventory:
     1)  Summary of inventory by component (i.e., raw materials, finished
         goods), product group and location.
     2)  Summarized inventory perpetual reports.
     3)  Gross margin and turnover by product group and location for Nelson
         Aerospace, Winston Aftermarket and M&M Aerospace. On a quarterly basis
         gross margin and turnover by product group and location for all
         divisions.
     4)  Supporting documentation (system generated extract report where
         applicable) for all Inventory ineligibles as per the Credit Agreement
         and Borrowing Base Certificate as follows:
         o  Not solely owned by Borrower
         o  Not located in the United States
         o  Supplies / packaging / spare parts / Scraps
         o  Work in process
         o  Consigned
         o  Located at a 3rd party warehouse / closed facility
         o  Return to vendor
         o  Sample / Display
         o  Damaged / Discontinued
         o  Returned inventory
         o  Non DC inventory
         o  Components
         o  Slow moving / Obsolete reserve
         o  Shrink reserve
         o  Outside processor
         o  Other (per terms of Credit Agreement)
     5)  Reconciliation of perpetual inventory reports to general ledger and
         financial statements for Nelson Aerospace, Winston Aftermarket and M&M
         Aerospace. On a quarterly basis, a reconciliation of perpetual
         inventory reports to general ledger and financial statements for all
         divisions.
     6)  Summary results of cycle counts and physical inventory counts by plant
         indicating gross positive and negative adjustments on a quarterly
         basis.


                                       2

<PAGE>

o    Other:

     1)  Consolidated accounts payable aging and top tem accounts payable
         balances for all divisions on the JD Edwards system and M&M Aerospace.
         On a quarterly basis, consolidated accounts payable aging for all
         divisions.
     2)  Top five aged vendor payable balances for Nelson Aerospace, Winston
         Aftermarket, M&M Aerospace and Miami General Aviation Seats.
     3)  Consolidating financial statements by legal entity (Balance Sheet,
         Income Statement, Cash Flows) on a quarterly basis.

Submit to:               Jason Chang
                         JPMorgan
                         Collateral Agent Services Group
                         270 Park Avenue, 20th floor
                         New York, NY  10017
                         Phone: (212) 270-1657
                         Fax: (212) 270-7449
                         Jason.S.Chang@jpmorgan.com
                         --------------------------

                                       3