EXHIBIT 10.01

                       AMENDMENT NO. 6, CONSENT AND WAIVER
                            Dated as of May 11, 1999

                                       to

                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT
                          Dated as of October 17, 1997

         This Amendment No. 6, Consent and Waiver (the "Amendment") dated as of
May 11, 1999 is entered into among AVIATION SALES DISTRIBUTION SERVICES COMPANY,
a Delaware corporation ("ASOC"), AEROCELL STRUCTURES, INC., an Arkansas
corporation ("Aerocell"), AVS/KRATZ-WILDE MACHINE COMPANY, a Delaware
corporation ("Kratz-Wilde"), WHITEHALL CORPORATION, a Delaware corporation
("Whitehall"), TRIAD INTERNATIONAL MAINTENANCE CORPORATION, a Delaware
corporation ("TIMCO"), APEX MANUFACTURING, INC., an Arizona corporation
("Apex"), CARIBE AVIATION, INC., a Florida corporation ("Caribe"), AIRCRAFT
INTERIOR DESIGN, INC., a Florida corporation ("Design"), AVIATION SALES LEASING
COMPANY, a Delaware corporation ("Leasing"), AVIATION SALES COMPANY, a Delaware
corporation ("Parent"), and the "Lenders" (as defined in the Credit Agreement
identified below). Capitalized terms used herein without definition are used
herein as defined in the Credit Agreement.

                             PRELIMINARY STATEMENT:

         WHEREAS, the Borrowers, Citicorp USA, Inc., as Agent, and certain
financial institutions, as Lenders and Issuing Banks, are parties to that
certain Third Amended and Restated Credit Agreement dated as of October 17,
1997, as heretofore amended (the "Credit Agreement");

         WHEREAS, Parent has informed the Lenders of entering into a guarantee
of the performance by TIMCO under a certain Lease Agreement, Letter Agreement
and Assignment Agreement more particularly described in the Guaranty dated April
26, 1999, between Parent and US Airways, Inc., a copy of which has been provided
to the Agent and Lenders (the "North Carolina Lease Guaranty"), and requested
the waiver of the Requisite Lenders to its incurrence of the Accommodation
Obligations and indemnity obligations evidenced by such Guaranty in addition to
Indebtedness of the Parent otherwise permitted under SECTION 10.17(E) of the
Credit Agreement;

         WHEREAS, Parent has further informed the Lenders of its intention to
(i) issue an additional $85,000,000 of 8 1/8% Senior Subordinated Notes due 2008
as more particularly described in its Form S-3 Registration Statement filed with
the Commission on April 20, 1999 and (ii) issue 2,600,000 (plus up to an
additional 525,000 to underwriters under certain circumstances) shares of its
common stock as more particularly described in its Form S-3 Registration
Statement filed with the Commission on April 20, 1999

<PAGE>

(such issuance of Indebtedness and Capital Stock of the Parent
being collectively referred to as the "Recapitalization");

         WHEREAS, Parent has further informed the Lenders that the net cash
proceeds of the Recapitalization in the approximate amount of $192,000,000 will
be contributed to the Borrowers and used to reduce the Obligations without any
reduction in the Revolving Credit Commitments;

         WHEREAS, the Borrowers have requested (i) an increase in the Revolving
Credit Commitments from $250,000,000 to a maximum of $300,000,000, (ii) an
extension of the time permitted for completion of Inventory appraisals, (iii)
modification of the financial covenants, (iv) modification of certain provisions
of SECTION 15.07 of the Credit Agreement, and (v) that the Credit Agreement be
amended to effect the foregoing; and

         WHEREAS, the parties hereto have agreed to amend the Credit Agreement
as set forth below in SECTION 1, subject to the terms and conditions stated in
this Amendment;

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

         SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT. Effective as of May 11,
1999, subject to the satisfaction of the conditions precedent set forth in
SECTION 3 hereof, the Credit Agreement is hereby amended as follows:

         1.1 SECTION 1.01 is amended to (a) delete the definitions of "Base Rate
Margin", "Eurodollar Rate Margin", "Interest Coverage Ratio", "Revolving Credit
Commitment", "Tangible Net Worth", and "Working Capital" in their entirety and
substitute the following definitions therefor:

         "BASE RATE MARGIN" means, as of any date of determination, a per annum
         rate equal to the rate set forth below opposite the then applicable
         Performance Level set forth below:

                PERFORMANCE LEVEL                 BASE RATE MARGIN

                        1                               0.00%
                        2                               0.00%
                        3                               0.00%
                        4                               0.25%
                        5                               0.50%
                        6                               0.75%
                        7                               1.00%

         PROVIDED, HOWEVER, THAT, notwithstanding the foregoing, the Base Rate
         Margin shall be 0.75% at all times during the period commencing May 11,
         1999 and ending on the date on

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         which all of the net cash proceeds of the Recapitalization are remitted
         to the Agent for application on the Obligations.

         "EBITDA" means, for any Person for any period, the amount calculated,
         without duplication, for such period as (i) Net Income of such Person,
         PLUS (ii) depreciation and amortization expense of such Person and its
         Subsidiaries, PLUS (iii) other non-cash expenses of such Person and its
         Subsidiaries identified to the Agent, PLUS (iv) Cash Interest Expense
         of such Person, PLUS (v) federal, state, and local income taxes
         deducted from Net Income of such Person in accordance with GAAP, PLUS
         (vi) extraordinary losses (and any unusual losses arising in or outside
         of the ordinary course of business of such Person and its Subsidiaries
         not included in extraordinary losses determined in accordance with
         GAAP) which have been included in the determination of Net Income of
         such Person MINUS extraordinary gains of such Person and its
         Subsidiaries, including, without limitation, any unusual gains arising
         in or outside of the ordinary course of business of such Person and its
         Subsidiaries not included in extraordinary gains determined in
         accordance with GAAP which have been included in the determination of
         Net Income of such Person. For purposes of calculation of the Parent's
         EBITDA for any period ending in 1999, all calculations shall be made on
         a pro forma basis to include EBITDA of Triad International Maintenance
         Corporation giving effect to the acquisition thereof as though it had
         occurred on the first day of the four-fiscal-quarter period then
         ending.

         "EURODOLLAR RATE MARGIN" means, as of any date of determination, a per
         annum rate equal to the rate set forth below opposite the then
         applicable Performance Level set forth below:

                 PERFORMANCE LEVEL                EURODOLLAR RATE MARGIN

                        1                                1.125%
                        2                                1.250%
                        3                                1.500%
                        4                                1.750%
                        5                                2.000%
                        6                                2.250%
                        7                                2.500%

         PROVIDED, HOWEVER, THAT, notwithstanding the foregoing, the Eurodollar
         Rate Margin shall be 2.25% at all times during the period commencing
         May 11, 1999 and ending on the date on which all of the net cash
         proceeds of the Recapitalization are remitted to the Agent for
         application on the Obligations.


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<PAGE>


         "INTEREST COVERAGE RATIO" means, for any period, the ratio of (i) the
         EBITDA of the Parent and its Subsidiaries to (ii) the Cash Interest
         Expense of the Parent and its Subsidiaries.

         "REVOLVING CREDIT COMMITMENT" means, with respect to any Revolving
         Lender, the obligation of such Lender to make Revolving Loans and to
         participate in Letters of Credit pursuant to the terms and conditions
         of this Agreement, in an aggregate amount at any time outstanding which
         shall not exceed the principal amount set forth on SCHEDULE 1.01.9
         attached hereto and made a part hereof under the heading "Revolving
         Credit Commitment" thereon or on the signature page of the Assignment
         and Acceptance by which it became a Lender, as modified from time to
         time pursuant to the terms of this Agreement, or to give effect to any
         applicable Assignment and Acceptance, and "REVOLVING CREDIT
         COMMITMENTS" means the aggregate principal amount of the Revolving
         Credit Commitments of all the Revolving Lenders, the maximum amount of
         which shall be $300,000,000, as reduced from time to time pursuant to
         SECTION 4.01.

         "TANGIBLE NET WORTH" means the amount calculated as (i) the
         consolidated net worth of the Parent and its Subsidiaries MINUS (ii)
         the consolidated intangibles of the Parent and its Subsidiaries
         including, without limitation, goodwill, trademarks, tradenames,
         copyrights, patents, patent applications, licenses and rights in any
         thereof and other items treated as intangibles in accordance with GAAP.

         "WORKING CAPITAL" means, as at any date of determination, the excess,
         if any, of (i) the Parent and its Subsidiaries' consolidated current
         assets, except cash and Cash Equivalents, over (ii) the Parent and its
         Subsidiaries' consolidated current liabilities, except current
         maturities of long-term debt, and current maturities of the Revolving
         Credit Obligations as of such date.

and (b) add the following definitions thereto:

         "RATIO OF SENIOR DEBT TO EBITDA" means, for any period, the ratio of
         (i) the amount equal to the Funded Debt of the Parent and its
         Subsidiaries MINUS the principal amount outstanding under the Senior
         Subordinated Notes calculated as of the last day of such period to (ii)
         EBITDA of the Parent and its Subsidiaries for such period.

         "RECAPITALIZATION" means the issuance by Parent of (i) an additional
         $85,000,000 of 8 1/8% Senior Subordinated Notes due 2008 as more
         particularly described in its Form S-3 Registration Statement filed
         with the Commission on April 20, 1999 and (ii) 2,600,000 (plus up to an
         additional


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         525,000 to underwriters under certain circumstances) shares of its
         common stock as more particularly described in its Form S-3
         Registration Statement filed with the Commission on April 20, 1999.

         "SUPER-MAJORITY LENDERS" means Lenders whose Pro Rata Shares, in the
         aggregate, are at least seventy-five percent (75%); PROVIDED, HOWEVER,
         that, in the event any of the Lenders shall have failed to fund its Pro
         Rata Share of any Loan requested by the Borrowers which the Lenders are
         obligated to fund under the terms of this Agreement and any such
         failure has not been cured, then for so long as such failure continues,
         "SUPER-MAJORITY LENDERS" means Lenders (excluding all Lenders whose
         failure to fund their respective Pro Rata Shares of such Loans have not
         been so cured) whose Pro Rata Shares represent at least seventy-five
         percent (75%) of the aggregate Pro Rata Shares of such Lenders.

         1.2 SECTION 5.04 is amended to delete the provisions thereof in their
entirety and substitute the following therefor:

         5.04. DETERMINATION OF APPLICABLE BASE RATE MARGIN AND EURODOLLAR RATE
         MARGIN. (a) The Base Rate Margin and Eurodollar Rate Margin applicable
         from time to time during the period commencing on May 11, 1999 and
         ending on the date on which all of the net cash proceeds of the
         Recapitalization are remitted to the Agent for application on the
         Obligations (the "Fixed Pricing Termination Date") shall be determined
         as set forth in the definitions of "Base Rate Margin" and "Eurodollar
         Rate Margin", respectively.

         (b) The Base Rate Margin and Eurodollar Rate Margin applicable from
         time to time during the period commencing on the day immediately
         succeeding the Fixed Pricing Termination Date and ending on the last
         day of the first fiscal month of the fiscal quarter next succeeding the
         fiscal quarter in which the Fixed Pricing Termination Date occurs shall
         be determined by reference to Borrowers' compliance with Performance
         Levels 1 through 7 as of the end of the fiscal quarter most recently
         ended prior to the Fixed Pricing Termination Date.

         (c) The Base Rate Margin and Eurodollar Rate Margin applicable from
         time to time thereafter shall be determined by reference to Borrowers'
         compliance with Performance Levels 1 through 7 as of the date the
         Financial Statements for each fiscal quarter of the Borrowers are due
         pursuant to SECTION 8.01(B), commencing with the Financial Statements
         for the fiscal quarter then most recently ended, and be effective
         during the period commencing on the first day of the month in which
         such Financial Statements for the


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<PAGE>


         preceding fiscal quarter are due and ending on the last day of the
         first month of the next fiscal quarter for which such determination is
         made.

         1.3 SECTION 10.17(E) is amended to delete the provisions thereof in
their entirety and substitute the following therefor:

         (e) incur any Indebtedness other than that identified on SCHEDULE
         1.01.3, that described in CLAUSE (D)(I)(A) above, or unsecured
         Accommodation Obligations incurred with respect to Indebtedness of the
         Borrowers and their Subsidiaries permitted under the provisions of
         SECTION 10.01 for (i) borrowed money, (ii) under Capital Leases or
         (iii)Operating Leases.

         1.4 ARTICLE XI is amended to delete the provisions thereof in their
entirety with respect to the periods referenced below and substitute the
following therefor:

                                   ARTICLE XI
                               FINANCIAL COVENANTS

         The Parent covenants and agrees that so long as any Revolving Credit
Commitments are outstanding and thereafter until payment in full of all of the
Obligations (other than indemnities not yet due):

         11.01. INTEREST COVERAGE RATIO. The Parent shall maintain an Interest
Coverage Ratio, as determined as of the last day of each fiscal quarter of the
Parent (a) commencing with the fiscal quarter ending March 31, 1999 and ending
with the fiscal quarter ending December 31, 2000, for the four-fiscal-quarter
period then ending, of at least 2.5 to 1.0 and (b) commencing with the fiscal
quarter ending March 31, 2001 and ending with the fiscal quarter ending June 30,
2002, for the four-fiscal-quarter period then ending, of at least 3.0 to 1.0.

         11.02. FIXED CHARGE COVERAGE RATIO. The Parent shall maintain a Fixed
Charge Coverage Ratio for the Parent and its Subsidiaries, as determined as of
the last day of each fiscal quarter of the Parent ending during the period set
forth below, for the four-fiscal-quarter period then ending, of at least the
level set forth below opposite such period:

         PERIOD                                    MINIMUM RATIO

March 31, 1999 - December 31, 1999                 1.25 to 1.00


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March 31, 2000 - December 31, 2000                 1.30 to 1.00

March 31, 2001 - December 31, 2001                 1.40 to 1.00

March 31, 2002 - June 30, 2002                     1.50 to 1.00


         11.03. WORKING CAPITAL. Working Capital shall be maintained, at all
times during the term of this Agreement, at a minimum amount of $200,000,000.

         11.04. CAPITAL EXPENDITURES. The Parent and its Subsidiaries shall not
make Capital Expenditures in excess of $25,000,000 in the aggregate during any
Fiscal Year of the Parent; (in each instance, the "Maximum Amount"); PROVIDED,
HOWEVER, to the extent the Parent and its Subsidiaries have not made Capital
Expenditures in the amount permitted above for any given period set forth above,
Capital Expenditures in an amount equal to 100% of the Maximum Amount of such
Capital Expenditures permitted but not made in such period may be made in the
immediately next succeeding Fiscal Year in addition to any amounts permitted
above for such Fiscal Year; PROVIDED THAT to the extent amounts carried forward
from one period to the next succeeding Fiscal Year are not expended in such
Fiscal Year, such surplus may not be carried forward to any other succeeding
year.

         11.05. LEVERAGE RATIO. The Parent shall maintain a ratio of Funded Debt
of the Parent to EBITDA of the Parent, determined as of the end of each fiscal
quarter of the Parent ending on or after March 31, 1999, for the
four-fiscal-quarter period then ended, of not more than:

         PERIOD                                    MAXIMUM RATIO

March 31, 1999 - December 31, 2000                 5.00 to 1.00

March 31, 2001 - June 30, 2002                     4.50 to 1.00


         11.06. RATIO OF SENIOR DEBT TO EBITDA. The Parent shall maintain a
Ratio of Senior Debt to EBITDA, determined as of the end of each fiscal quarter
of the Parent ending on or after March 31, 1999, for the four-fiscal-quarter
period then ended, of not more than:

         PERIOD                                    MAXIMUM RATIO

March 31, 1999 - December 31, 2000                 3.00 to 1.00

March 31, 2001 - June 30, 2002                     2.50 to 1.00


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<PAGE>


         11.07. MINIMUM TANGIBLE NET WORTH. The Parent shall maintain a Tangible
Net Worth of at least the amount set forth below for the fiscal quarter of the
Parent ending during the period set forth below opposite such amount.

         PERIOD ENDING                        MINIMUM TANGIBLE NET WORTH

         March 31, 1999                                $ 95,000,000

         June 30, 1999                                 $200,000,000

         September 30, 1999                            $210,000,000

         December 31, 1999                             $220,000,000

         March 31, 2000                                $220,000,000

         June 30, 2000                                 $220,000,000

         September 30, 2000                            $220,000,000

         December 31, 2000                             $260,000,000

         March 31, 2001                                $260,000,000

         June 30, 2001                                 $260,000,000

         September 30, 2001                            $260,000,000

         December 31, 2001                             $300,000,000

         March 31, 2002                                $300,000,000

         June 30, 2002                                 $300,000,000


         11.08. PARENT AND SUBSIDIARIES. For purposes of the covenants set forth
in this ARTICLE XI, references to Parent and its Subsidiaries shall be deemed to
mean Parent and its Subsidiaries on a consolidated basis.

         1.5 SECTION 15.07 is amended to delete the provisions of CLAUSES (B)
and (C) thereof in their entirety and substitute the following therefor:

         (b) AMENDMENTS, CONSENTS AND WAIVERS BY AFFECTED LENDERS AND
SUPER-MAJORITY LENDERS. (i) AFFECTED LENDERS. Any amendment, modification,
termination, waiver or consent with respect to any of the following provisions
of this Agreement shall be effective only by a written agreement, signed by each
Lender or Issuing Bank affected thereby as described below:

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<PAGE>


         (A) waiver of any of the conditions specified in SECTIONS 6.01 and 6.02
         (except with respect to a condition based upon another provision of
         this Agreement, the waiver of which requires only the concurrence of
         the Requisite Lenders),

         (B) increase in the amount of any of the Revolving Credit Commitment of
         such Lender,

         (C) reduction of the principal of, rate or amount of interest on the
         Loans, the Reimbursement Obligations, or any fees or other amounts
         payable to such Lender (other than by the payment or prepayment
         thereof),

         (D) postponement of the Revolving Credit Termination Date or any date
         fixed for any payment of principal of, or interest on, the Loans, the
         Reimbursement Obligations or any fees or other amounts payable to such
         Lender,

         (E) the orders of priority set forth in SECTION 4.01, in SECTION
         4.02(B)(I), or in CLAUSES (D) through (I) of SECTION 4.02(B)(II), and

         (F) change in the definitions of Revolving Credit Commitments,
         Requisite Revolving Lenders, or any of Performance Levels 1 through 6.

(ii) SUPER-MAJORITY LENDERS. Any amendment, modification, termination, waiver or
consent with respect to any of the following provisions of this Agreement shall
be effective only by a written agreement, signed by the Super-Majority Lenders:

         (A) change in the definitions of Borrowing Base (except to the extent
         modified by the Agent as anticipated by the text of such definition set
         forth in this Agreement with the consent of the Requisite Lenders) or
         Borrowing Base Certificate (except to the extent modified by the Agent
         as anticipated by the text of the definition of Borrowing Base set
         forth in this Agreement), or

         (B) change in any component of the Borrowing Base or Borrowing Base
         Certificate, including, without limitation, the definitions of any
         terms used in the Borrowing Base Certificate or the definition of
         Borrowing Base (other than by inclusion of Eligibility Reserves
         established by the Agent or Requisite Revolving Lenders).

         (c) AMENDMENTS, CONSENTS AND WAIVERS BY ALL LENDERS. Any amendment,
         modification, termination, waiver or consent with respect to any of the
         following provisions of this Agreement shall be effective only by a
         written agreement, signed by each Lender:


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         (i) release of any Guarantor or all or a substantial portion of the
         Collateral (except as provided in SECTION 13.09(C)),

         (ii) change in the definitions of Maximum Revolving Credit Amount,
         Requisite Lenders, or Super-Majority Lenders,

         (iii) amendment of SECTION 15.01 or this SECTION 15.07,

         (iv) assignment of any right or interest in or under this Agreement or
         any of the other Loan Documents by any Borrower,

         (v) waiver of any Event of Default described in SECTIONS 12.01(A), (F),
         (G), (H), and (M), and

         (vi) change in SECTION 10.08(D).

         1.6 Schedule 1.01.9 to the Credit Agreement is deleted in its entirety
and the Schedule attached hereto is substituted therefor.

         SECTION 2. CONSENT AND WAIVER.

         2.1 The Borrowers having heretofore covenanted and agreed to obtain and
deliver an appraisal of each Borrower's and its respective Subsidiary's
Inventory prepared by an independent appraiser satisfactory to the Agent and on
the same basis as the Appraisal by May 19, 1999, and requested an extension of
the time permitted for such delivery, the Lenders hereby consent to the delivery
of such appraisal by no later than May 31, 1999.

         2.2 The Lenders hereby waive any rights and remedies that might
otherwise arise under the terms of the Credit Agreement or other Loan Document
executed and delivered by the Parent with respect to Parent's incurrence of the
Accommodation Obligations and indemnity obligations evidenced by the North
Carolina Lease Guaranty in addition to Indebtedness otherwise permitted under
the terms of SECTION 10.17(E) of the Credit Agreement.

         SECTION 3. CONDITIONS PRECEDENT TO EFFECTIVENESS OF THIS AMENDMENT.
This Amendment shall become effective as of May 11, 1999, if, and only if the
Agent shall have received

         (a) a facsimile or original executed copy of this Amendment executed by
         the Parent, each Borrower and each Lender,

         (b) a Reaffirmation Agreement, in form and substance satisfactory to
         the Agent, executed by each Borrower and Guarantor,


                                       10

<PAGE>

         (c) corporate resolutions and a secretary's certificate with respect
         thereto for each of the Borrowers and Guarantors a party to this
         Amendment or the aforesaid Reaffirmation Agreement authorizing the
         execution and delivery of such agreements on behalf of such Persons,

         (d) payment of a fee, for the account of each Lender executing and
         delivering this Amendment, in the amount of one-eighth of one percent
         (0.125%) of the respective Lenders' Revolving Credit Commitment
         immediately prior to giving effect to this Amendment,

         (e) payment of a fee, for the account of each Lender increasing its
         Revolving Credit Commitment pursuant to the terms of this Amendment, in
         the amount of three-eighths of one percent (0.375%) of the amount by
         which such respective Lender's Revolving Credit Commitment is so
         increased,

         (f) copies of duly executed consents under, or amendments to, the
         applicable TROL Documents, as may be required to permit the increase in
         the Revolving Credit Commitments evidenced by this Amendment, the
         resultant increase in Obligations incurred under the Credit Agreement,
         and the obligations incurred by Parent under the North Carolina Lease
         Guaranty, and the performance of the other terms and conditions of the
         Credit Agreement as amended through the effective date of this
         Amendment, without the occurrence of a resultant Event of Default under
         SECTION 12.01(E)(IV) of the Credit Agreement, and

         (g) an opinion of counsel to Parent and the Borrowers, in form and
         substance satisfactory to the Agent, with respect to this Amendment,
         the Reaffirmation Agreement referenced hereinabove, and no
         contravention of the Senior Subordinated Notes or TROL Documents
         arising with respect to the execution and delivery of the Loan
         Documents.

         SECTION 4. REPRESENTATIONS AND WARRANTIES; ACKNOWLEDGMENT. The
Borrowers hereby represent and warrant as follows:

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

         4.2 No Event of Default or Potential Event of Default exists, other
than that arising due to Parent's failure to comply with the restrictions on
Indebtedness set forth in SECTION 10.17(E) of the Credit Agreement as referenced
above, or would


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result from any of the transactions contemplated by this Amendment.

         4.3 Upon the effectiveness of this Amendment, each Borrower hereby
reaffirms all covenants, representations and warranties made by it in the Credit
Agreement to the extent the same are not amended hereby and agree that all such
covenants, representations and warranties shall be deemed to have been remade as
of the date this Amendment becomes effective (unless a representation and
warranty is stated to be given on and as of a specific date, in which case such
representation and warranty shall be true, correct and complete as of such
date).

         SECTION 5. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT.

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

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

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

         SECTION 6. EXECUTION IN COUNTERPARTS. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute but one and the
same instrument. Delivery of an executed counterpart of this Amendment by
telecopier shall be effective as delivery of a manually executed counterpart of
this Amendment.


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<PAGE>

         SECTION 7. GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.

         SECTION 8. HEADINGS. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.

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

AVIATION SALES DISTRIBUTION                      AEROCELL STRUCTURES, INC.
 SERVICES COMPANY

By___________________________                    By________________________
  Name:                                            Name:
  Title:                                           Title:

AVS/KRATZ-WILDE MACHINE COMPANY                  WHITEHALL CORPORATION

By___________________________                    By________________________
  Name:                                            Name:
  Title:                                           Title:

TRIAD INTERNATIONAL MAINTENANCE                  APEX MANUFACTURING, INC.

 CORPORATION

By___________________________                    By________________________
  Name:                                            Name:
  Title:                                           Title:


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<PAGE>

AIRCRAFT INTERIOR DESIGN, INC.                   CARIBE AVIATION, INC.

By___________________________                    By________________________
  Name:                                            Name:
  Title:                                           Title:

AVIATION SALES COMPANY                           AVIATION SALES LEASING COMPANY

By__________________________                     By________________________
  Name:                                            Name:
  Title:                                           Title:


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<PAGE>


CITICORP USA, INC.                               HELLER FINANCIAL, INC.

By___________________________                    By__________________________
  Shapleigh B. Smith                               John Buff
  Vice President                                   Senior Vice President

CONGRESS FINANCIAL CORPORATION                   NATIONAL CITY COMMERCIAL
                                                 FINANCE, INC.

By____________________________                   By__________________________
  Name:                                            Name:
  Title:                                           Title:

FIRST UNION COMMERCIAL                           CREDIT LYONNAIS, ATLANTA
 CORPORATION                                     AGENCY

By___________________________                    By__________________________
  Terri K. Lins                                    David M. Cawrse
  Vice President                                   First Vice President &
                                                   Manager

IBJ WHITEHALL BUSINESS CREDIT                    BANKBOSTON, N.A.
 CORPORATION

By__________________________                     By__________________________
  Robert R. Wallace                                Tony Zhang
  Vice President                                   Vice President

SUNTRUST BANK, MIAMI, N.A.                       BANKATLANTIC

By_________________________                      By_________________________
  Jennifer P. Harrelson                            Ana C. Bolduc
  Vice President                                   Senior Vice President

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THE INTERNATIONAL BANK OF                        NATIONAL BANK OF CANADA
 MIAMI, N.A.                                     A Canadian Chartered Bank

By_________________________                      By_________________________
  Caridad C. Errazquin                             Frank H. D'Alto
  Vice President                                   Vice President
  Trade Finance Division

                                                 By_________________________
                                                   Michael S. Bloomenfeld
                                                   Vice President & Manager

MERCANTILE BUSINESS CREDIT, INC.                 CITIZENS BUSINESS CREDIT
                                                   COMPANY

By_________________________                      By_________________________
  Steven C. Gonzalez                               Ralph L. Letner
  Assistant Vice President                         Vice President

AMSOUTH BANK                                     PNC BANK NATIONAL ASSOCIATION

By__________________________                     By_________________________
  Name:                                            Name:
  Title:                                           Title:

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