<PAGE>

              SIXTH AMENDMENT TO CREDIT AGREEMENT AND ACKNOWLEDGMENT AND
                   AGREEMENT WITH RESPECT TO OTHER CREDIT DOCUMENTS

          SIXTH AMENDMENT, dated as of December 4, 1998 (this "Amendment"),
among TRISTAR AEROSPACE CO. (f/k/a Maple Leaf Aerospace, Inc.) ("Parent"),
AEROSPACE ACQUISITION CORP. ("Holdings"), TRISTAR AEROSPACE, INC. (as successor
by merger with Tri-Star Aerospace Co.) ("TriStar"), TRISTAR AEROSPACE SARL, a
Wholly-Owned Subsidiary of TriStar organized and existing under the laws of
France,  the financial institutions party to the Credit Agreement described
below (the "Banks") and BANKERS TRUST COMPANY, as Agent.  All capitalized terms
used herein and not otherwise defined shall have the respective meanings
provided such terms in the Credit Agreement referred to below.


                                W I T N E S S E T H :

     WHEREAS, Parent, Holdings, Tristar, the Banks and the Agent are parties to
a Credit Agreement, dated as of September 19, 1996 (as amended to the date
hereof, the "Credit Agreement");
     
     WHEREAS, TriStar Aerospace SARL desires to borrow Revolving Loans under the
Credit Agreement and the Banks and the Agent have agreed, among other things, to
permit TriStar Aerospace SARL to borrow Revolving Loans under the Credit
Agreement subject to the terms and conditions set forth herein, in the other
Credit Documents and in the Credit Agreement (in each case as modified hereby);
and
     
     WHEREAS, TriStar Aerospace SARL desires to become a party to the Credit
Agreement (as amended hereby) and the other parties hereto wish to amend the
Credit Agreement as herein provided;

     NOW THEREFORE, it is agreed:

     I.   AMENDMENTS TO CREDIT AGREEMENT.

          1.  The first recital to the Credit Agreement is hereby amended by
replacing the reference therein to "the Borrower" with a reference to "the US
Borrower and the French Borrower".

          2.  Section 1.01(a) of the Credit Agreement is hereby amended by
replacing each reference therein to "the Borrower" with a reference to "the US
Borrower".

          3. Section 1.01(b) of the Credit Agreement is hereby amended by
deleting said section in its entirety and inserting the following new clause (b)
in lieu thereof:

<PAGE>

               (b)  Subject to and upon the terms and conditions herein set
     forth, each RL Bank severally agrees, at any time and from time to time on
     and after (x) in the case of the US Borrower, the Initial Borrowing Date
     and (y) in the case of the French Borrower, the Sixth Amendment Effective
     Date, and in each case prior to the Revolving Loan Maturity Date, to make a
     revolving loan or revolving loans (each, a "Revolving Loan" and,
     collectively, the "Revolving Loans") to the US Borrower or the French
     Borrower, which Revolving Loans (i) shall be made to the US Borrower and/or
     the French Borrower on a several basis, (ii) shall be denominated in U.S.
     Dollars, (iii) except as hereinafter provided, shall, at the option of the
     respective Borrower, be incurred and maintained as and/or converted into
     Base Rate Loans or Eurodollar Loans, PROVIDED that all Revolving Loans made
     as part of the same Borrowing shall, unless otherwise specifically provided
     herein, consist of Revolving Loans of the same Type, (iv) may be repaid and
     reborrowed in accordance with the provisions hereof, (v) shall not exceed
     for any Bank at any time outstanding that aggregate principal amount which,
     when combined with such Bank's Percentage of all Swingline Loans then
     outstanding and the Letter of Credit Outstandings (exclusive of Unpaid
     Drawings relating to Letters of Credit which are repaid with the proceeds
     of, and simultaneously with the incurrence of, the respective incurrence of
     Revolving Loans) at such time, equals the Revolving Loan Commitment of such
     Bank at such time and (vi) in the case of the French Borrower, shall not
     exceed, when added to the then outstanding principal amount of Revolving
     Loans and Swingline Loans incurred by the French Borrower, $5,000,000 in
     aggregate principal amount outstanding at any time.

          4. Section 1.01(c) of the Credit Agreement is hereby amended by
deleting said section in its entirety and inserting the following new clause (c)
in lieu thereof:

               (c)  Subject to and upon the terms and conditions herein set
     forth, BTCo in its individual capacity agrees to make at any time and from
     time to time on and after (x) in the case of the US Borrower, the Initial
     Borrowing Date and (y) in the case of the French Borrower, the Sixth
     Amendment Effective Date, and in each case prior to the Swingline Expiry
     Date, a loan or loans to the US Borrower or the French Borrower (each, a
     "Swingline Loan" and, collectively, the "Swingline Loans"), which Swingline
     Loans (i) shall be made to the US Borrower and/or the French Borrower on a
     several basis, (ii) shall be made and maintained as Base Rate Loans, (iii)
     shall be denominated in U.S. Dollars, (iv) may be repaid and reborrowed in
     accordance with the provisions hereof, (v) shall not exceed in aggregate
     principal amount at any time outstanding, when combined with the aggregate
     principal amount of all Revolving Loans then outstanding and the Letter of
     Credit Outstandings (exclusive of Unpaid Drawings relating to Letters of
     Credit which are repaid with the proceeds of, and simultaneously with the
     incurrence of, the respective incurrence of Revolving Loans) at such time,
     an amount equal to the Total Revolving Loan Commitment then in effect, (vi)
     shall not exceed in aggregate principal amount at any time outstanding for
     all Swingline Loans the Maximum Swingline Amount and (vii) in the case of
     the French Borrower, shall not exceed, when added to the then outstanding
     principal amount of Revolving Loans and Swingline Loans incurred by the
     French Borrower, $5,000,000 in aggregate principal amount outstanding at
     any time.  BTCo shall not be obligated to make any Swingline Loans at a
     time when a Bank Default 

                                        2

<PAGE>

     exists unless BTCo has entered into arrangements satisfactory to it and
     the respective Borrower to eliminate BTCo's risk with respect to the 
     Defaulting Bank's or Banks' participation in such Swingline Loans, 
     including by cash collateralizing such Defaulting Bank's or Banks' 
     Percentage of the outstanding Swingline Loans.  BTCo will not make 
     a Swingline Loan after it has received written notice from any Borrower
     or the Required Banks stating that a Default or an Event of Default 
     exists until such time as BTCo shall have received a written notice
     of (i) rescission of such notice from the party or parties originally
     delivering the same or (ii) a waiver of such Default or Event of Default
     from the Required Banks. 

          5.  Section 1.01(d) of the Credit Agreement is hereby amended by
deleting said section in its entirety and inserting the following new clause (c)
in lieu thereof:

          (a)  On any Business Day, BTCo may, in its sole discretion, give
     notice to the RL Banks that its outstanding Swingline Loans shall be funded
     with a Borrowing of Revolving Loans (PROVIDED that each such notice shall
     be deemed to have been automatically given upon the occurrence of a Default
     or an Event of Default under Section 10.05 or upon the exercise of any of
     the remedies provided in the last paragraph of Section 10), in which case a
     Borrowing of Revolving Loans constituting Base Rate Loans (each such
     Borrowing, a "Mandatory Borrowing") shall be made by either or both of the
     Borrowers, according to their respective Swingline Loans outstanding at
     such time, on the immediately succeeding Business Day by all RL Banks PRO
     RATA based on each RL Bank's Percentage, and the proceeds thereof shall be
     applied directly to repay BTCo for such outstanding Swingline Loans of the
     respective Borrowers.  Each RL Bank hereby irrevocably agrees to make Base
     Rate Loans upon one Business Day's notice pursuant to each Mandatory
     Borrowing in the amount and in the manner specified in the preceding
     sentence and on the date specified in writing by BTCo notwithstanding (i)
     that the amount of the Mandatory Borrowing may not comply with the Minimum
     Borrowing Amount otherwise required hereunder, (ii) whether any conditions
     specified in Section 5 or 6 are then satisfied, (iii) whether a Default or
     an Event of Default has occurred and is continuing, (iv) the date of such
     Mandatory Borrowing and (v) the amount of the Total Revolving Loan
     Commitment at such time.  In the event that any Mandatory Borrowing cannot
     for any reason be made on the date otherwise required above (including,
     without limitation, as a result of the commencement of a proceeding under
     the Bankruptcy Code in respect of any Borrower), each RL Bank (other than
     BTCo) hereby agrees that it shall forthwith purchase from BTCo (without
     recourse or warranty) such assignment of the outstanding Swingline Loans as
     shall be necessary to cause the RL Banks to share in such Swingline Loans
     ratably based upon their respective Percentages (determined before giving
     effect to any termination of the Revolving Loan Commitments pursuant to the
     last paragraph of Section 10), PROVIDED that (x) all interest payable on
     the Swingline Loans shall be for the account of BTCo until the date the
     respective assignment is purchased and, to the extent attributable to the
     purchased assignment, shall be payable to the RL Bank purchasing same from
     and after such date of purchase and (y) at the time any purchase of
     assignments pursuant to this sentence is actually made, the purchasing RL
     Bank shall be required to pay BTCo interest on the principal amount of
     assignment purchased for each day from and including the day upon which the
     Mandatory Borrowing 

                                       3

<PAGE>

     would otherwise have occurred to but excluding the date of payment for
     such assignment, at the rate otherwise applicable to Revolving Loans 
     maintained as Base Rate Loans hereunder for each day thereafter.

          6. Section 1.01 is further amended by inserting the following new
clause (e) immediately following clause (d) thereof:

               (e) On the Sixth Amendment Effective Date, all then outstanding
     Revolving Loans shall be deemed to be repaid in full and reborrowed in
     accordance with the terms of the amended Revolving Loan Commitments of the
     RL Banks, PROVIDED that, notwithstanding anything to the contrary contained
     in Section 1.11, each RL Bank agrees (in each case as to itself only) to
     waive payment by the US Borrower of all breakage costs incurred as a result
     of such repayment.

          7. Section 1.03(a) of the Credit Agreement is hereby amended by (i)
replacing the reference to "the Borrower" therein with a reference to "a
Borrower", (ii) inserting the phrase " by the respective Borrower requesting
such proposed Borrowing" immediately following the reference therein to
"appropriately completed" and (iii) inserting the phrase "to be made to the US
Borrower," immediately following the reference to "Borrowing of Revolving Loans"
appearing in clause (v) thereof.  

          8. Section 1.03(b) of the Credit Agreement is hereby amended by (i)
replacing the reference in clause (i) thereof  to "the Borrower" with a
reference to "a Borrower" and (ii) replacing the reference in clause (ii)
thereof to "the Borrower" with a reference to "the respective Borrower".

          9.  Sections 1.03(c) and 1.04 of the Credit Agreement are hereby
amended by replacing each reference therein to "the Borrower" with a reference
to "the respective Borrower".

          10.  Section 1.05(a) of the Credit Agreement is hereby amended by
deleting said clause (a) in its entirety and inserting the following new clause
(a) in lieu thereof:

               (a)  the US Borrower's and the French Borrower's respective
     obligations to pay the principal of, and interest on, all the Loans made to
     it by each Bank shall be evidenced (i) if Term Loans, a promissory note
     executed by the US Borrower substantially in the form of Exhibit B-1 with
     blanks appropriately completed in conformity herewith (each, a "Term Note"
     and, collectively, the "Term Notes"), (ii) if Revolving Loans, by
     promissory notes executed by the respective Borrower substantially in the
     form of Exhibit B-2 with blanks appropriately completed in conformity
     herewith (each, a "Revolving Note" and, collectively, the "Revolving
     Notes") and (iii) if Swingline Loans, by promissory notes executed by the 
     respective Borrower substantially in the form of Exhibit B-3 with blanks
     appropriately completed in conformity herewith (each a "Swingline Note"
     and, collectively, the "Swingline Notes").

          11.  Section 1.05(b) of the Credit Agreement is hereby amended by
replacing all references therein to "the Borrower" with references to "the US
Borrower".

                                        4

<PAGE>

          12.  Section 1.05(c) of the Credit Agreement is hereby amended by
deleting said section (c) in its entirety and inserting the following new clause
(c) in lieu thereof:

               (c)  (i) The Revolving Note issued to each RL Bank by the US
     Borrower shall (t) be executed by the US Borrower, (u) be payable to such
     Bank or its registered assigns and be dated the Initial Borrowing Date, (v)
     be in a stated principal amount equal to the Revolving Loan Commitment of
     such Bank and be payable in the principal amount of the outstanding
     Revolving Loans made to the US Borrower evidenced thereby, (w) mature on
     the Revolving Loan Maturity Date, (x) bear interest as provided in the
     appropriate clause of Section 1.08 in respect of the Base Rate Loans and
     Eurodollar Loans, as the case may be, evidenced thereby, (y) be subject to
     voluntary prepayment as provided in Section 4.01 and mandatory repayment as
     provided in Section 4.02 and (z) be entitled to the benefits of this
     Agreement and the other Credit Documents and (ii) the Revolving Note issued
     to each RL Bank by the French Borrower on the Sixth Amendment Effective
     Date shall (t) be executed by the  French Borrower, (u) be payable to such
     Bank or its registered assigns and be dated the Sixth Amendment Effective
     Date, (v) be in a stated principal amount equal to such Bank's Percentage
     of $5,000,000 and be payable in the principal amount of the outstanding
     Revolving Loans made to the French Borrower evidenced thereby, (w) mature
     on the Revolving Loan Maturity Date, (x) bear interest as provided in the
     appropriate clause of Section 1.08 in respect of the Base Rate Loans and
     Eurodollar Loans, as the case may be, evidenced thereby, (y) be subject to
     voluntary prepayment as provided in Section 4.01 and mandatory repayment as
     provided in Section 4.02 and (z) be entitled to the benefits of this
     Agreement and the other Credit Documents.

          13.  Section 1.05(d) of the Credit Agreement is hereby amended by
deleting said section (d) in its entirety and inserting the following new clause
(d) in lieu thereof:

               (d)  (i) The Swingline Note issued to BTCo by the US Borrower
     shall (t) be executed by the US Borrower, (u) be payable to BTCo or its
     registered assigns and be dated the Initial Borrowing Date, (v) be in a
     stated principal amount equal to the Maximum Swingline Amount and be
     payable in the principal amount of the outstanding Swingline Loans made to
     the US Borrower evidenced thereby, (w) mature on the Swingline Expiry Date,
     (x) bear interest as provided in Section 1.08 in respect of the Base Rate
     Loans evidenced thereby, (y) be subject to voluntary prepayment as provided
     in Section 4.01 and mandatory repayment as provided in Section 4.02 and (z)
     be entitled to the benefits of this Agreement and the other Credit
     Documents and (ii) the Swingline Note issued to BTCo by the French Borrower
     shall (t) be executed by the French Borrower, (u) be payable to BTCo or its
     registered assigns and be dated the Sixth Amendment Effective Date, (v) be
     in a stated principal amount equal to the Maximum Swingline Amount and be
     payable in the principal amount of the outstanding Swingline Loans made to
     the French Borrower evidenced thereby, (w) mature on the Swingline Expiry
     Date, (x) bear interest as provided in Section 1.08 in respect of the Base
     Rate Loans evidenced thereby, (y) be subject to voluntary prepayment as
     provided in Section 4.01 and mandatory repayment as provided in Section
     4.02 and (z) be entitled to the benefits of this Agreement and the other
     Credit Documents.

                                        5

<PAGE>

          14.  Section 1.06 of the Credit Agreement is hereby amended by (i)
replacing each reference to "The Borrower" or "the Borrower" appearing therein
with a reference to "The respective Borrower" or "the respective Borrower",
respectively, and (ii) inserting the word "its" immediately prior to the first
reference therein to "Loans".

          15.  Section 1.07 of the Credit Agreement is hereby amended by
replacing the reference therein to "the Borrower" with a reference to "the
respective Borrower".

          16.  Section 1.08(f) of the Credit Agreement is hereby amended by
replacing the reference therein to "the Borrower" with a reference to "the
respective Borrower".

          17.  Section 1.09 of the Credit Agreement is hereby amended by (i)
replacing the first reference therein to "the Borrower" with a reference to "a
Borrower" and (ii) replacing all subsequent references therein to "the Borrower"
with references to "the respective Borrower".

          18.  Section 1.10 of the Credit Agreement is hereby amended by (i)
replacing the first reference therein to "the Borrower" with a reference to
"each Borrower" and (ii) replacing all subsequent references therein to "the
Borrower" with references to "the respective Borrower".

          19.  Section 1.11 of the Credit Agreement is hereby amended by (i)
replacing the word "The" at the beginning thereof with the word "Each", (ii)
replacing each remaining reference therein to "the Borrower" with references to
"the respective Borrower" and (iii) inserting the phrase "in respect of Loans
made to such Borrower or Notices of Borrowing or Notices of Conversion delivered
by such Borrower" immediately prior to the colon preceding clause (i) thereof.

          20.  Section 1.12 of the Credit Agreement is hereby amended by (i)
replacing the first reference therein to "the Borrower" with a reference to "the
US Borrower" and (ii) replacing the remaining reference to "the Borrower" with a
reference to "any Borrower".

          21.  Section 1.13 of the Credit Agreement is hereby amended by (i)
replacing the first reference therein to "the Borrower" with a reference to "a
Borrower", (ii) replacing the next two subsequent references therein to "the
Borrower" with references to "the US Borrower", (iii) replacing the reference to
"the Borrower" in clause (ii) thereof with a reference to "each Borrower" and
(iv) replacing the reference to "the Borrower" appearing in the last sentence
thereof with a reference to "the respective Borrower or Borrowers".

          22.  Section 2 of the Credit Agreement is hereby amended by replacing
all references therein to "the Borrower" and "the Borrower's" with a references
to "the US Borrower" and "the US Borrower's", respectively.

          23.  Section 3 of the Credit Agreement is hereby amended by replacing
all references therein to "The Borrower", "the Borrower" and "the Borrower's"
with references to "The US Borrower", "the US Borrower" and "the US Borrower's",
respectively.

                                       6

<PAGE>

          24.  Section 3 of the Credit Agreement is hereby further amended by
deleting the schedule appearing in Section 3.03(c) in its entirety and replacing
it with the following new schedule:

<TABLE>
<CAPTION>

          Scheduled Commitment               Amount
          Reduction Date                     ------
          -------------- 
         <S>                                <C>
          September 19, 2000                 $15,000,000
          September 19, 2001                 $35,000,000

</TABLE>

          25.  Section 4.01(a) of the Credit Agreement is hereby amended by (i)
replacing the first reference therein to "The Borrower" with a reference to
"Each Borrower", (ii) replacing all subsequent references therein to "the
Borrower" and "the Borrower's" with references to "such Borrower" and "such
Borrower's", respectively, (iii) replacing the first reference therein to "the
Loans" with a reference to "the Loans made to it" and (iv) inserting the phrase
", in the case of the US Borrower," immediately following the reference to
"Swingline Loans and/or" appearing in clause (a) thereof.

          26.  Section 4.01(b) of the Credit Agreement is hereby amended by
replacing the reference therein to "the Borrower shall" with a reference to "the
US Borrower and the French Borrower shall together".

          27.   Section 4.02(a) of the Credit Agreement is hereby amended by (i)
replacing the first reference therein to "the Borrower" with a reference to "the
US Borrower and/or the French Borrower" and (ii) replacing all subsequent
references therein to "the Borrower" with references to "the US Borrower".

          28. Sections 4.02(b) and (c) of the Credit Agreement are hereby
amended by replacing all references therein to "the Borrower" with references to
"the US Borrower"

          29.  Section 4.02(f) of the Credit Agreement is hereby amended by (i)
replacing all references to "the Borrower" appearing in clauses (x) and (y)(a)
through (c) of said section with references to "the US Borrower", (ii) replacing
the first reference in clause (y)(d) thereof to "the Borrower" with a reference
to "the US Borrower", (iii) replacing the second reference in clause (y)(d)
thereof to "the Borrower" with a reference to "the US Borrower and its
Subsidiaries", (iv) replacing the third reference in clause (y)(d) thereof to
"the Borrower" with a reference to "each Borrower", (v) replacing the fourth
reference in clause (y)(d) thereof to "the Borrower" with a reference to "such
Borrower" and (vi) replacing all subsequent references therein to "the Borrower"
with references to "the US Borrower".

          30.  Section 4.02(j) of the Credit Agreement is hereby amended by 
(i) replacing the reference therein to "the Borrower may designate" with a 
reference to "the US Borrower and/or the French Borrower may designate among 
themselves which of their respective Loans are to be repaid (in the case of a 
repayment of Revolving Loans), ", (ii) inserting the phrase "of such 
Borrower" immediately prior to the reference to "of the respective Tranche" 
appearing in clause 

                                       7

<PAGE>

(i) thereof, and (iii) replacing the reference to "the Borrower" appearing in 
clause (iii) thereof with a reference to "the respective Borrower".

          31.  Section 4.02 of the Credit Agreement is hereby further amended by
inserting the following new clause (l) immediately following clause (k) thereof:

          (l) Notwithstanding anything to the contrary contained elsewhere in
     this Agreement, on any day that the French Borrower shall cease to be a
     Wholly-Owned Subsidiary of  Parent, the French Borrower shall be required
     to repay in full on such date all then outstanding Revolving Loans and
     Swingline Loans made to the French Borrower.

          32.  Section 4.04(a) of the Credit Agreement is hereby amended by (i)
replacing the first reference therein to "the Borrower" with a reference to
"each Borrower" and (ii) replacing all subsequent references therein to "the
Borrower" with references to "the respective Borrower".

          33.  Section 4.04(b) of the Credit Agreement is hereby amended by (i)
replacing each reference to "the Borrower" appearing in the first and second
sentences thereof with a reference to "the US Borrower", (ii) replacing the
first reference to "the Borrower" appearing in clause (x) of the third sentence
thereof with a reference to "either Borrower", (iii) replacing the second
reference to "the Borrower" appearing in clause (x) of the third sentence
thereof with a reference to "the US Borrower", (iv) replacing the reference to
"the Borrower shall not" appearing in clause (y) of the third sentence thereof
with a reference to "no Borrower shall", (v) replacing the second and third
references to "the Borrower" appearing in clause (y) of the third sentence
thereof with a reference to "the US Borrower" and (vi) replacing  the reference
to "the Borrower" appearing in the fourth sentence thereof with a reference to
"each Borrower".

          34. Section 5 of the Credit Agreement is hereby amended by replacing
the reference to "the Borrower" appearing in the introductory paragraph thereof
with a reference to "any Borrower".

          35.  Section 6.02 of the Credit Agreement is hereby amended by
replacing the reference therein to "the Borrower" with a reference to "either
Borrower".

          36.  Section 6 of the Credit Agreement is hereby further amended by
adding the following new Section 6.05 immediately after Section 6.04, but before
the last paragraph of Section 6:

          "6.05 SPECIAL CONDITION REGARDING REVOLVING LOANS AND SWINGLINE LOANS
     TO FRENCH BORROWER.  At the time of the making of each Revolving Loan
     (excluding Mandatory Borrowings) and each Swingline Loan to the French
     Borrower, the French Borrower shall be a Wholly-Owned Subsidiary of
     Parent."

          37.  Section 6 of the Credit Agreement is hereby further amended by
replacing the reference to "the Borrower" appearing in the final paragraph
thereof with a reference to "the US Borrower and, in the case of a Borrowing of
Revolving Loans or Swingline Loans to the French Borrower, the French Borrower".

                                        8

<PAGE>

          38.  Section 7 of the Credit Agreement is hereby amended by replacing
the reference to "and the Borrower" appearing in the introductory paragraph
thereof with a reference to ", the US Borrower and, in the case of a Borrowing
of Revolving Loans or Swingline Loans to the French Borrower, the French
Borrower".

          39.  Section 7.05(b) of the Credit Agreement is hereby amended by
replacing the reference to "the Borrower and its Subsidiaries" appearing in the
final paragraph thereof with a reference to "the respective Borrower and its
Subsidiaries".

          40.  Section 7.13 (ii) of the Credit Agreement is hereby amended by
replacing the reference therein to "the Borrower's" with a reference to "the US
Borrower's".  

          41.  Section 7.14(d) of the Credit Agreement is hereby amended by
replacing the reference therein to "the Borrower" with a reference to "the US
Borrower".

          42.  Section 8 of the Credit Agreement is hereby amended by replacing
the reference to "the Borrower" appearing in the introductory paragraph thereof
with a reference to "each Borrower".

          43.  Section 8.01(k) of the Credit Agreement is hereby amended by
replacing the reference therein to "the Borrower" with a reference to "the US
Borrower".

          44.  Section 8.02 of the Credit Agreement is hereby amended by
replacing all references therein to "the Borrower" with references to "the US
Borrower".

          45.  Section 8.03 of the Credit Agreement is hereby amended by (i)
replacing the first and third references therein to "the Borrower" with a
reference to "each Borrower" and (ii) replacing the second reference therein to
"the Borrower" with a reference to "the US Borrower".

          46.  Section 8.04 of the Credit Agreement is hereby amended by
replacing the reference therein to "the Borrower" with a reference to "each
Borrower".

          47.  Section 8.05 of the Credit Agreement is hereby amended by
replacing the reference therein to "the Borrower" with a reference to "each
Borrower".

          48.  Section 8.06 of the Credit Agreement is hereby amended by
replacing the reference therein to "the Borrower" with a reference to "each
Borrower".

          49.  Section 8.07(a) of the Credit Agreement is hereby amended by
replacing each reference therein to "the Borrower" with a reference to "each
Borrower".

          50.  Section 8.07(b) of the Credit Agreement is hereby amended by
replacing the reference therein to "the Borrower" with a reference to "the US
Borrower".

          51.  Section 8.08 of the Credit Agreement is hereby amended by
deleting the reference therein to "Borrower,".

                                       9

<PAGE>

          52.  Section 8.09 of the Credit Agreement is hereby amended by
replacing the reference therein to "the Borrower" with a reference to "each
Borrower".

          53.  Section 8.11(b) of the Credit Agreement is hereby amended by
replacing the reference therein to "the Borrower" with a reference to "the US
Borrower".

          54.  Section 8.12 of the Credit Agreement is hereby amended by
replacing each reference therein to "the Borrower" with a reference to "the US
Borrower".

          55.  Section 8.14 of the Credit Agreement is hereby amended by
replacing each reference therein to "the Borrower" with a reference to "the US
Borrower".

          56.  Section 8.15 of the Credit Agreement is hereby amended by
replacing the reference therein to "the Borrower" with a reference to "each
Borrower".

          57.  Section 8.16 of the Credit Agreement is hereby amended by
replacing the reference therein to "the Borrower" with a reference to "each
Borrower".

          58.  Section 8.18 of the Credit Agreement is hereby amended by
replacing the reference therein to "the Borrower" with a reference to "the US
Borrower".

          59.  Section 8.19 of the Credit Agreement is hereby amended by
replacing each reference therein to "The Borrower" or "the Borrower" with a
reference to "The US Borrower" or "the US Borrower", respectively.

          60.  Section 9 of the Credit Agreement is hereby amended by replacing
the reference to "the Borrower" appearing in the introductory paragraph thereof
with a reference to "each Borrower".

          61.  Section 9.01(b) of the Credit Agreement is hereby amended by
deleting said section (b) in its entirety and inserting the following new clause
(b) in lieu thereof:

               (b) Notwithstanding the foregoing, neither Parent nor Holdings
     will engage in any business other than its ownership of the capital stock
     of Holdings or the US Borrower, respectively, and those obligations of
     officers and employees of Parent permitted by Section 9.05(h) and having
     those liabilities which it is responsible for (or permitted to incur) under
     this Agreement and the other Documents to which it is a party; provided
     that each of Parent and Holdings may engage in those activities that are
     incidental to (1) the maintenance of its corporate existence in compliance
     with applicable law, (2) legal, tax and accounting matters in connection
     with any of the foregoing activities and (3) the entering into, and
     performance of its obligations under, this Agreement and the other
     Documents to which it is a party.

          62.  Section 9.02 of the Credit Agreement is hereby amended by (i)
replacing each reference therein to "the Borrower" with a reference to "the US
Borrower" and (ii) deleting clause (l) thereof in its entirety and inserting the
following new clause (l) in lieu thereof:

                                       10

<PAGE>

          (l)  so long as no Default or Event of Default exists or would result
     therefrom (including, without limitation, pursuant to Section 10.10),
     Parent may purchase, in the open market or otherwise, up to $20,000,000 in
     the aggregate of its common stock.

          63.  Section 9.03 of the Credit Agreement is hereby amended by
replacing each reference therein to "the Borrower" with a reference to "the US
Borrower".

          64.  Section 9.04 of the Credit Agreement is hereby amended by
replacing each reference therein to "the Borrower" with a reference to "the US
Borrower".

          65.  Sections 9.05(b), (c), (f), (g), (j), (l), (m) and (n) of the
Credit Agreement are hereby amended by replacing each reference therein to "the
Borrower" with a reference to "the US Borrower".

          66.  Section 9.05(i) of the Credit Agreement is hereby amended by
deleting said section (i) in its entirety and inserting the following new
section (i) in lieu thereof:

          (i)  Parent and Holdings may make equity contributions, directly in
     the case of Holdings, or by way of downstream contributions in the case of
     Parent, to the capital of the US Borrower;

          67.  Section 9.06 of the Credit Agreement is hereby amended by (i)
replacing each reference to "the Borrower" appearing in clause (i) thereof with
a reference to "the US Borrower" and (ii) deleting clauses (iii), (iv) and (v)
thereof in their entirety and inserting the following new clauses (iii), (iv),
(v) and (vi) in lieu thereof:

          (iii)     so long as no Default or Event of Default then exists or
     would result therefrom, the US Borrower may pay cash Dividends to Holdings,
     which in turn shall pay such amounts to Parent, so long as the cash
     proceeds thereof are promptly used by Parent for the purposes described in
     clause (ii) or (v) of this Section 9.06;

          (iv)      cash Dividends may be paid to Holdings and/or Parent so long
     as the proceeds thereof are promptly used by the ultimate recipient thereof
     to pay operating expenses in the ordinary course of business (including,
     without limitation, professional fees and expenses) and other similar
     corporate overhead costs and expenses, PROVIDED, that the aggregate amount
     of cash Dividends paid pursuant to this clause (iv) (calculated without
     duplication in the case of amounts not Dividended to Holdings or the
     Parent) shall at no time during any fiscal year of the US Borrower exceed
     $200,000;

          (v)       cash Dividends may be paid to Parent and Holdings in the
     amounts and at the times of any payment by the ultimate such recipient in
     respect of its taxes (or taxes of the consolidated group of which it is
     parent), PROVIDED, that (x) the amount of cash Dividends paid pursuant to
     this clause (v) to enable Parent or Holdings to pay taxes at any time shall
     not exceed the amount of such taxes owing by the ultimate such recipient at
     such time for the respective period and (y) any refunds received by Parent
     or Holdings shall promptly be returned by such Person to the US Borrower;
     and

                                       11

<PAGE>

          (vi)      so long as no Default or Event of Default exists or would
     result therefrom, Parent may purchase shares of common stock of Parent to
     the extent permitted by Section 9.02(l).

          68.  Section 9.07 of the Credit Agreement is hereby amended by (i)
replacing each reference therein to "the Borrower" with a reference to "the US
Borrower", (ii) replacing the word "and" at the end of clause (iv) thereof with
a semi-colon and (iii) inserting the following new clause (vi) immediately
following clause (v) thereof: " and (vi) the purchase by Parent of its common
stock to the extent permitted by Section 9.02(l)".

          69.  Section 9.08 of the Credit Agreement is hereby amended by
replacing each reference therein to "the Borrower" with a reference to "the US
Borrower".

          70.  Section 9.14 of the Credit Agreement is hereby amended by
replacing each reference therein to "the Borrower" with a reference to "the US
Borrower"

          71.  Section 9.15 of the Credit Agreement is hereby amended by
replacing the first reference therein to "the Borrower" with a reference to "the
US Borrower".

          72.  Section 10.01 of the Credit Agreement is hereby amended by
replacing the reference therein to "The Borrower" with a reference to "Either
Borrower"

          73.  Section 10 of the Credit Agreement is hereby further amended by
deleting the final paragraph following Section 10.10 thereof in its entirety and
inserting the following new paragraph in lieu thereof:

     then, and in any such event, and at any time thereafter, if any Event of
     Default shall then be continuing, the Agent shall, upon the written request
     of the Required Banks, by written notice to the US Borrower, take any or
     all of the following actions, without prejudice to the rights of the Agent
     or any Bank to enforce its claims against any Guarantor or either Borrower,
     except as otherwise specifically provided for in this Agreement (PROVIDED,
     that if an Event of Default specified in Section 10.05 shall occur with
     respect to either Borrower, the result which would occur upon the giving of
     written notice by the Agent as specified in clauses (i) and (ii) below
     shall occur automatically without the giving of any such notice): (i)
     declare the Total Commitment terminated, whereupon the Commitment of each
     Bank shall forthwith terminate immediately and any Commitment Fees shall
     forthwith become due and payable without any other notice of any kind; (ii)
     declare the principal of and any accrued interest in respect of all Loans
     and all Obligations owing hereunder (including Unpaid Drawings) to be,
     whereupon the same shall become, forthwith due and payable without
     presentment, demand, protest or other notice of any kind, all of which are
     hereby waived by each Borrower; (iii) enforce, as Collateral Agent (or
     direct the Collateral Agent to enforce), any or all of the Liens and
     security interests created pursuant to the Security Documents; (iv)
     terminate any Letter of Credit which may be terminated in accordance with
     its terms; (v) direct the US Borrower to pay (and the US Borrower hereby
     agrees upon receipt of such notice, or upon the occurrence of any Event of
     Default specified in Section 10.05, to pay) to the Collateral Agent at the

                                        12

<PAGE>

     Payment Office such additional amounts of cash, to be held as security for
     the US Borrower's reimbursement obligations in respect of Letters of Credit
     then outstanding, equal to the aggregate Stated Amount of all Letters of
     Credit then outstanding; and (vi) apply any cash collateral as provided in
     Section 4.02.

          74.  Section 11 of the Credit Agreement is hereby amended by (i)
deleting the following definitions in their entirety:

          Authorized Officer
          Borrower
          Borrowing
          Credit Party
          Guaranteed Obligations
          Material Adverse Effect
          Parent
          Permitted Acquisition
          Security Agreement Collateral
          Security Documents

, (ii) inserting the following new definitions in appropriate alphabetical
order:

          "Authorized Officer" shall mean, with respect to (i) delivering
     Notices of Borrowing, Notices of Conversion and similar notices, any
     treasurer or other financial officer of the respective Borrower delivering
     such notice, (ii) delivering Letter of Credit Requests, financial
     information and officer's certificates pursuant to this Agreement, any
     treasurer or other financial officer of the US Borrower and (iii) any other
     matter in connection with this Agreement or any other Credit Document, any
     officer (or a person or persons so designated by any two officers) of
     Parent or the US Borrower, in each case to the extent reasonably acceptable
     to the Agent.

          "Borrower" shall mean (i) at any time prior to the Sixth Amendment
     Effective Date and prior to the merger of Tri-Star Aerospace Co. with and
     into Tri-Star Holdings, with Tri-Star Holdings emerging as the surviving
     corporation, Tri-Star Aerospace Co., (ii) at any time thereafter and prior
     to the Sixth Amendment Effective Date, Tri-Star Holdings and (iii) at any
     time after the Sixth Amendment Effective Date, each of the US Borrower and
     the French Borrower; PROVIDED that, for purposes of Section 13.12 only,
     each reference to "the Borrower" appearing therein shall be deemed a
     reference to "the US Borrower". 

          "Borrowing" shall mean and include (i) the borrowing of Swingline
     Loans by a single Borrower from BTCo on a given date and (ii) the borrowing
     of one Type of Loan pursuant to a single Tranche by a single Borrower from
     all of the Banks having Commitments with respect to such Tranche on a PRO
     RATA basis on a given date (or resulting from conversions on a given date),
     having in the case of Eurodollar Loans the same Interest Period; PROVIDED,
     that Base Rate Loans incurred pursuant to Section 1.10(b) shall be
     considered part of any related Borrowing of Eurodollar Loans.

                                      13

<PAGE>

          "Credit Party" shall mean Parent, Holdings, the US Borrower, the
     French Borrower and each Subsidiary Guarantor.

          "French Borrower" shall mean TriStar Aerospace SARL, a corporation
     organized and existing under the laws of France.

          "French Pledge Agreement" shall have the meaning provided in the Sixth
     Amendment.

          "French Security Agreement" shall have the meaning provided in the
     Sixth Amendment.

          "Guaranteed Obligations" shall mean (i) the principal and interest on
     each Note issued by each Borrower to each Bank, and Loans made, under this
     Agreement and all reimbursement obligations and Unpaid Drawings with
     respect to Letters of Credit, together with all the other obligations
     (including obligations which, but for the automatic stay under Section
     362(a) of the Bankruptcy Code, would become due) and liabilities
     (including, without limitation, indemnities, fees and interest thereon) of
     each Borrower to such Bank, the Agent and the Collateral Agent now existing
     or hereafter incurred under, arising out of or in connection with this
     Agreement or any other Credit Document and the due performance and
     compliance with all the terms, conditions and agreements contained in the
     Credit Documents by each Borrower and (ii) all obligations (including
     obligations which, but for the automatic stay under Section 362(a) of the
     Bankruptcy Code, would become due) and liabilities of each Borrower or any
     of its Subsidiaries owing under any Interest Rate Protection Agreement or
     Other Hedging Agreement entered into by such Borrower or any of its
     Subsidiaries with any Bank or any affiliate thereof (even if such Bank
     subsequently ceases to be a Bank under this Agreement for any reason) so
     long as such Bank or affiliate participate in such Interest Rate Protection
     Agreement or Other Hedging Agreement, and their subsequent assigns, if any,
     whether now in existence or hereafter arising, and the due performance and
     compliance with all terms, conditions and agreements contained therein.

          "Material Adverse Effect" shall mean a material adverse effect on the
     business, properties, assets, liabilities, condition (financial or
     otherwise) or prospects of Parent, Holdings, the US Borrower, the US
     Borrower and its Subsidiaries taken as a whole, Holdings and its
     Subsidiaries taken as a whole or Parent and its Subsidiaries taken as a
     whole; PROVIDED that for purposes of satisfying the conditions precedent to
     the extensions of credit on Initial Borrowing Date and the representations
     and warranties made pursuant to the Credit Documents on the Initial
     Borrowing Date, it shall also constitute a Material Adverse Effect if there
     has been a material adverse effect on the business, properties, assets,
     liabilities, condition (financial or otherwise) or prospects of either 
     Tri-Star Aerospace or the Aviall Business.

          "Parent" shall have the meaning provided in the first paragraph of
     this Agreement, or, after such corporation's name is changed pursuant to
     the events described in the 

                                       14

<PAGE>

     Fourth Amendment to this Agreement, dated February 9, 1998, Parent shall
     mean TriStar Aerospace Co., a Delaware corporation.

          "Permitted Acquisition" shall mean the acquisition by the US Borrower
     of assets constituting a business, division or product line of any Person
     not already a Subsidiary of the US Borrower or of 100% of the capital stock
     of any such Person, which Person shall, as a result of such acquisition,
     become a Domestic Subsidiary of the US Borrower, PROVIDED that (A) the
     consideration paid by the US Borrower consists solely of cash (including
     proceeds of Revolving Loans), the issuance of Indebtedness otherwise
     permitted in Section 9.04, the issuance of Common Stock of Parent to the
     extent no Default or Event of Default exists pursuant to Section 10.10 or
     would result therefrom and the assumption/acquisition of any Permitted
     Acquired Debt (calculated at face value) relating to such business,
     division, product line or Person which is permitted to remain outstanding
     in accordance with the requirements of Section 9.04, (B) in the case of the
     acquisition of 100% of the capital stock of any Person, such Person shall
     own no capital stock of any other Person unless either (x) such Person owns
     100% of the capital stock of such other Person or (y) (1) such Person
     and/or its Wholly-Owned Subsidiaries own at least 80% of the consolidated
     assets of such Person and its Subsidiaries and (2) any non-Wholly Owned
     Subsidiary of such Person was non-Wholly Owned prior to the date of such
     Permitted Acquisition of such Person, (C) substantially all of the
     business, division or product line acquired pursuant to the respective
     Permitted Acquisition, or the business of the Person acquired pursuant to
     the respective Permitted Acquisition and its Subsidiaries taken as a whole,
     is in the United States and (D) all applicable requirements of Sections
     8.14 and 9.02 applicable to Permitted Acquisitions are satisfied. 
     Notwithstanding anything to the contrary contained in the immediately
     preceding sentence, an acquisition which does not otherwise meet the
     requirements set forth above in the definition of "Permitted Acquisition"
     shall constitute a Permitted Acquisition if, and to the extent, the
     Required Banks agree in writing that such acquisition shall constitute a
     Permitted Acquisition for purposes of this Agreement.

          "Pledge Agreements" shall mean the Pledge Agreement and the French
     Pledge Agreement.

          "Security Agreement Collateral" shall mean all "Collateral" as defined
     in the Security Agreements.

          "Security Agreements" shall mean the Security Agreement and the French
     Security Agreement.

          "Security Documents" shall mean the Pledge Agreements, the Security
     Agreements, each Mortgage and each Additional Security Document.

          "Sixth Amendment" shall mean the Sixth Amendment to this Agreement
     dated as of December 4, 1998.

                                       15

<PAGE>

          "Sixth Amendment Effective Date" shall have the meaning provided in
     the Sixth Amendment.

          "US Borrower" shall mean Tri-Star Holdings, as the surviving
     corporation of the merger of Tri-Star Aerospace Co. with and into Tri-Star
     Holdings.

, (iii) replacing each  reference to "the Borrower" appearing in the definitions
of "Affiliate", "Applicable Excess Cash Flow Percentage", "Canadian Subsidiary",
"Consolidated Net Income", "Excess Cash Flow", "L/C Supportable Indebtedness",
"Mortgaged Property", "Notice Office", "Payment Office" and "Subsidiary
Guarantor" with references to "the US Borrower" and (iv) replacing the reference
to "the Borrower" appearing in the definition of "Bank Default" with a reference
to "either Borrower".

          75.  Section 12.05 of the Credit Agreement is hereby amended by
replacing the reference therein to "the Borrower" with a reference to "the US
Borrower".

          76.  Section 12.06 of the Credit Agreement is hereby amended by (i)
replacing the first reference therein to "the Borrower" with a reference to
"Parent" and (ii) replacing the second, third and fourth references therein to
"the Borrower" with references to "either Borrower".

          77.  Section 12.10 of the Credit Agreement is hereby amended by
replacing each reference therein to "the Borrower" with a reference to "the US
Borrower".

          78.  Section 13.01 of the Credit Agreement is hereby amended by
replacing the reference therein to "The Borrower" with a reference to "The US
Borrower".

          79.  Section 13.02 of the Credit Agreement is hereby amended by
replacing each reference therein to "the Borrower" with a reference to "either
Borrower".

          80.  Section 13.04 of the Credit Agreement is hereby amended by (i)
replacing the reference to "the Borrower may not" appearing in the first proviso
to clause (a) thereof with a reference to "neither Borrower may", (ii) replacing
the reference to "the Borrower" appearing in clause (ii) of the third proviso to
clause (a) thereof with a reference to "either Borrower", (iii) replacing the
reference to "the Borrower" appearing in clause (iii) of the third proviso to
clause (a) thereof with a reference to "each Borrower" and (iv)replacing each
reference to "the Borrower" appearing in clause (b) thereof with a reference to
"the US Borrower".

          81.  Section 13.07 of the Credit Agreement is hereby amended by
replacing the reference therein to "the Borrower" with a reference to "the US
Borrower".

          82.  Section 13.09 of the Credit Agreement is hereby amended by
replacing the reference therein to "the Borrower" with a reference to "the US
Borrower".

          83.  Section 13.14 of the Credit Agreement is hereby amended by
replacing the reference therein to "the Borrower" with a reference to "the US
Borrower".

                                       16

<PAGE>

          84.  Section 13.15 of the Credit Agreement is hereby amended by (i)
replacing the reference to "the Borrower" appearing in clause (a) thereof with a
reference to "the US Borrower" and (ii) replacing the reference to "the Borrower
hereby acknowledges and agrees" appearing in clause (b) thereof  with a
reference to "the other Credit Parties party hereto hereby acknowledge and
agree".

          85.   Section 13.17 of the Credit Agreement is hereby amended by (i)
replacing the reference therein to "The Borrower" with a reference to "Each
Borrower", (ii) replacing the first reference therein to "the Borrower's" with a
reference to "such Borrower's", (iii) replacing the second reference therein to
"the Borrower's" with a reference to "the respective Borrower's" and (iv)
replacing the final reference therein to "The Borrower" with a reference to "The
US Borrower".

          86.   Section 13 of the Credit Agreement is hereby further amended by
inserting the following new Section 13.18 at the end thereof:

          13.18.   JUDGMENT CURRENCY.  (a)  The Credit Parties' obligations
     hereunder and under the other Credit Documents to make payments in U.S.
     Dollars shall not be discharged or satisfied by any tender or recovery
     pursuant to any judgment expressed in or converted into any currency other
     than U.S. Dollars, except to the extent that such tender or recovery
     results in the effective receipt by the Agent, the Collateral Agent or the
     respective Bank of the full amount of U.S. Dollars expressed to be payable
     to the Agent, the Collateral Agent or such Bank under this Agreement or the
     other Credit Documents.  If, for the purpose of obtaining or enforcing
     judgment against any Credit Party in any court or in any jurisdiction, it
     becomes necessary to convert from any currency other than U.S. Dollars
     (such other currency being hereinafter referred to as the "Judgment
     Currency") an amount due in U.S. Dollars, the conversion shall be made at
     the rate of exchange (as quoted by the Agent or if the Agent does not quote
     a rate of exchange on such currency, by a known dealer in such currency
     designated by the Agent and reasonably acceptable to the relevant Borrower)
     plus any premium and costs payable in connection with the purchase of U.S.
     Dollars, in each case determined as of the Business Day immediately
     preceding the day on which the judgment is given (such Business Day being
     hereinafter referred to as the "Judgment Currency Conversion Date").

          (b)       If there is a change in the prevailing rate of exchange
     between the Judgment Currency Conversion Date and the date of actual
     payment of the amount due, the Borrowers covenant and agree to pay, or
     cause to be paid, such additional amounts, if any (but in any event not a
     lesser amount) as may be necessary to ensure that the amount paid in the
     Judgment Currency, when converted at the rate of exchange prevailing on the
     date of payment, will produce the amount of U.S. Dollars which could have
     been purchased with the amount of Judgment Currency stipulated in the
     judgment or judicial award at the rate of exchange determined on the
     Judgment Currency Conversion Date.

                                       17

<PAGE>

          87.  Section 14.01 of the Credit Agreement is hereby amended by
replacing the reference therein to "Parent, Holdings and Tri-Star Holdings" with
a reference to "Parent, Holdings and (with respect to the Guaranteed Obligations
of the French Borrower only) the US Borrower"

          88.  Section 14 of the Credit Agreement is hereby further amended by
replacing each reference therein to "the Borrower" with a reference to "the
Borrowers (or in the case of the US Borrower, the French Borrower)".

          89.  Annex I and Exhibits A, B-2, B-3 and I to the Credit Agreement
are hereby amended by deleting each in its entirety and inserting Annex I and
Exhibit A, B-2, B-3 and I hereto, respectively, in lieu thereof.

     II.  ACKNOWLEDGMENT AND AGREEMENT WITH RESPECT TO OTHER CREDIT DOCUMENTS

     Each Parent Guarantor (as defined after giving effect to this Amendment)
hereby acknowledges and agrees that, in addition to any obligations guaranteed
prior to giving effect to this Amendment, it has, pursuant to Section 14 of the
Credit Agreement (as amended hereby), unconditionally guaranteed to the Secured
Creditors all of the obligations of the French Borrower under the Credit
Agreement, and it is agreed that all such obligations of the French Borrower
guaranteed by the Parent Guarantors (as defined after giving effect to this
Amendment) shall be included in all references to "Credit Document Obligations"
or similar references to obligations of such Parent Guarantor contained in any
Security Document.

     III.  MISCELLANEOUS PROVISIONS

     1.  By its execution of this Amendment, the French Borrower is deemed to be
a party to the Credit Agreement as a Borrower thereunder and accepts for itself
all of the duties and obligations required under the terms of the Credit
Agreement as modified hereby.

     3.  This Amendment is limited precisely as written and shall not be deemed
to be a consent to or waiver or modification of any other term or condition of
the Credit Agreement, the other Credit Documents or any of the instruments or
agreements referred to therein.

     4.  In order to induce the Banks to enter into this Amendment, each
Borrower hereby jointly and severally represents and warrants that (x) no
Default or Event of Default exists on the Sixth Amendment Effective Date (as
defined below) both before and after giving effect to this Amendment and (y) all
of the representations and warranties contained in the Credit Documents shall be
true and correct in all material respects on and as of the Sixth Amendment
Effective Date both before and after giving effect to this Amendment with the
same effect as though such representations and warranties had been made on and
as of the Sixth Amendment Effective Date (it being understood that any
representation or warranty made as of a specific date shall be true and correct
in all material respects as of such specific date).

     5.  This Amendment shall become effective on the date (the "Sixth 
Amendment Effective Date"), on which (A) each Credit Party, the Required 
Banks, BTCo and LaSalle National Bank shall have signed a counterpart hereof 
(whether the same or different counterparts) and shall have 

                                       18

<PAGE>

delivered (including by way of facsimile) the same to the Agent at its Notice 
Office and (B) each of the following conditions precedent shall have been 
satisfied to the satisfaction of the Agent and the Required Banks:

          (i)       All necessary governmental and third party consents and/or
     approvals in connection with the transactions contemplated by this
     Amendment (including, without limitation, the consent of the Banks required
     to consent thereto under the terms of the Credit Agreement) shall have been
     obtained and remain in effect, and all applicable waiting periods shall
     have expired without any action being taken by any competent authority
     which restrains, prevents or imposes materially adverse conditions upon,
     the consummation of this Amendment. Additionally, there shall not exist any
     judgment, order, injunction or other restraint prohibiting or imposing
     materially adverse conditions upon the consummation of this Amendment or
     the transactions contemplated hereby; 

          (ii)      there shall have been delivered to the Agent new Revolving
     Notes reflecting the revised Revolving Loan Commitments set forth on Annex
     I hereto;

          (iii)     the Agent shall have received satisfactory opinions of legal
     counsel (both U.S. and French) relating to this Amendment and the
     transactions contemplated hereby as have been reasonably requested by the
     Agent or the Required Banks;

          (iv)      the French Borrower shall have duly authorized, executed and
     delivered a pledge agreement (as modified, amended or supplemented from
     time to time in accordance with the terms thereof and of the Credit
     Agreement, the "French Pledge Agreement") in form and substance
     satisfactory to the Agent and the Required Banks; 

          (v)       the French Borrower shall have duly authorized, executed and
     delivered a security agreement (as modified, amended or supplemented from
     time to time in accordance with the terms thereof and of the Credit
     Agreement, the "French Security Agreement") in form and substance
     satisfactory to the Agent and the Required Banks; 

          (vi)      since December 31, 1997, nothing shall have occurred (and
     neither the Agent nor the Required Banks shall have become aware of any
     facts or conditions not previously known) which the Agent or the Required
     Banks shall determine could have a material adverse effect on the rights or
     remedies of the Banks or the Agent, or on the ability of Parent or any of
     its Subsidiaries to perform their respective obligations to the Agent or
     the Banks or which could have a Materially Adverse Effect;

          (vii)     no litigation by any entity (private or governmental) shall
     be pending or threatened with respect to this Amendment or the transactions
     contemplated hereby or any documentation executed in connection herewith,
     or with respect to any material debt of Parent or its Subsidiaries which is
     to remain outstanding after the consummation of this Amendment, or which
     the Agent or the Required Banks shall determine could have a Material
     Adverse Effect; 

                                       19

<PAGE>

          (viii)    all agreements relating to, and the corporate and capital
     structure of, Parent and its Subsidiaries, and all organizational documents
     of such entities shall either not have changed since the Effective Date,
     or, if changed, such changes shall be satisfactory to the Commitment
     Parties;

          (ix)      all Loans made and Commitments outstanding pursuant to the
     Credit Agreement shall be in full compliance with all applicable margin
     regulations and, immediately after giving effect to this Amendment, there
     shall exist no conflict with (i) any indebtedness of Parent or any of its
     subsidiaries that is to remain outstanding or (ii) any material agreements
     to which Parent or any of its subsidiaries is a party; 

          (x)       the Agent shall have received a solvency certificate from
     the chief financial officer of the US Borrower supporting the conclusion
     that, after giving effect to this Amendment and the increase of the Total
     Revolving Loan Commitment (computed as if the Total Unutilized Revolving
     Loan Commitment were $0), Parent and its Subsidiaries, taken as a whole,
     are not insolvent and will not be rendered insolvent by the indebtedness
     incurred in connection therewith, and will not be left with unreasonably
     small capital with which to engage in their business and will not have
     incurred debts beyond their ability to pay such debts as they mature;

          (xi)      the US Borrower shall have paid all costs, fees, expenses
     (including, without limitation, legal fees and expenses) and other
     compensation payable to the Agent or the Banks to the extent due,
     including, without limitation, a fee to each Bank which executes and
     delivers a counterpart of this Amendment on or prior to December 4, 1998,
     an amendment fee equal to 1/4 of 1% of the sum of (x) the aggregate
     outstanding principal amount of such Bank's Term Loans and (y) the amount
     of such Bank's Revolving Loan Commitment, in the case of each of clauses
     (x) and (y) above calculated immediately prior to giving effect to this
     Amendment; and

          (xii)     there shall not exist or be continuing any Default or Event
     of Default under the Credit Agreement.

     Unless the Agent has received actual notice from any Bank that the
conditions set forth above have not been satisfied, upon the satisfaction of the
conditions specified in clause (A) of the immediately preceding sentence and
upon the Agent's good faith determination that the other conditions described
above have been satisfied, the Sixth Amendment Effective Date shall be deemed to
have occurred, regardless of any subsequent determination that one or more of
the conditions thereto had not been satisfied (although the occurrence of the
Sixth Amendment Effective Date shall not release the Borrower from any liability
for failure to satisfy one or more of the conditions specified above).  The
Agent will give the Borrower and each Bank prompt notice of the occurrence of
the Sixth Amendment Effective Date.

     6.  This Amendment may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, each of which counterparts
when executed and delivered shall be an original, but all of which shall
together constitute one and the same instrument.  A complete set of counterparts
shall be lodged with the Company and the Agent.

                                       20

<PAGE>

     7.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF
NEW YORK.

     8.  From and after the Sixth Amendment Effective Date, all references in
the Credit Agreement and each of the Credit Documents to the Credit Agreement
shall be deemed to be references to the Credit Agreement as amended hereby.


                                  *      *      *












                                       21

<PAGE>

          IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Amendment to be duly executed and delivered as of the date
first above written.

                                   TRISTAR AEROSPACE CO.

                                   By: 
                                      -----------------------------------
                                      Title: Executive Vice President &
                                             Chief Financial Officer

                                   AEROSPACE ACQUISITION CORP.

                                   By: 
                                      -----------------------------------
                                      Title: Executive Vice President &
                                             Chief Financial Officer

                                   TRISTAR AEROSPACE, INC.

                                   By: 
                                      -----------------------------------
                                      Title: Executive Vice President &
                                             Chief Financial Officer

                                   TRISTAR AEROSPACE SARL

                                   By 
                                      -----------------------------------
                                      Title: President & Chief Executive Officer

                                   BANKERS TRUST COMPANY,
                                     Individually and as Administrative Agent

                                   By: 
                                      -----------------------------------
                                      Title: Vice President

                                   LASALLE NATIONAL BANK

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

<PAGE>

                                   MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST

                                   By: 
                                      -----------------------------------
                                      Title: Authorized Signatory

                                   SENIOR DEBT PORTFOLIO
                                   
                                   By: Boston Management and Research
                                         as Investment Advisor

                                   By: 
                                      -----------------------------------
                                      Title: Vice President

                                   KEYBANK N.A.

                                   By: 
                                      -----------------------------------
                                      Title: Vice President

                                   PILGRIM AMERICA PRIME RATE TRUST
                                   
                                   By:  Pilgrim America Investments, Inc.
                                          as its Investment Manager

                                   By: 
                                      -----------------------------------
                                      Title: Vice Presidemt

                                   VAN KAMPEN AMERICAN CAPITAL
                                      PRIME RATE INCOME TRUST

                                   By: 
                                      -----------------------------------
                                      Title: Senior Vice President & Director


                                     -23-

<PAGE>

                                                                        ANNEX I


                       OUTSTANDING TERM LOANS AND COMMITMENTS

<TABLE>
<CAPTION>

 Bank                          Outstanding                 Revolving Loan
 ----                           Term Loans                   Commitment    
                              -------------                ---------------
<S>                          <C>                          <C>
 Bankers Trust Company        $2,450,000.00                $20,000,000.00

 LaSalle National Bank        $0                           $20,000,000.00

 KeyBank N.A.                 $7,350,000.00                $10,000,000.00

 Senior Debt Portfolio        $14,749,494.95               $0

 Morgan Stanley Dean Witter   $9,800,000.00                $0
 Prime Income Trust

 Van Kampen American Capital  $7,840,000.00                $0
 Prime Rate Trust

 Pilgrim America Prime Rate   $6,810,505.05                $0
 Trust

                              --------------               --------------
 Total                        $49,000,000.00               $50,000,000.00

</TABLE>

                                     -24-