FOURTH AMENDMENT

     FOURTH AMENDMENT, dated as of October 6, 1998 (this "Amendment"), to
the Credit Agreement, dated as of October 16, 1996, as heretofore amended
(the "Credit Agreement"), among GULFSTREAM DELAWARE CORPORATION, a Delaware
corporation (the "Borrower"), the several lenders parties thereto (the
"Lenders") and THE CHASE MANHATTAN BANK, as administrative agent for the
Lenders (in such capacity, the "Administrative Agent").

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

     WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to
make, and have made, certain loans and other extensions of credit to the
Borrower; and

     WHEREAS, the Borrower has requested, and, upon this Amendment becoming
effective, the Required Lenders have agreed, that certain provisions of the
Credit Agreement be amended in the manner provided for in this Amendment;

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

     1. Defined Terms. Terms defined in the Credit Agreement and used
herein shall have the meanings given to them in the Credit Agreement.

     2. Amendments to Subsection 1.1. (a) Subsection 1.1 of the Credit
Agreement is hereby amended by deleting therefrom the definitions of
"Consolidated Current Assets," "Consolidated Current Liabilities" and
"Regulation G."

     (b) Subsection 1.1 of the Credit Agreement is hereby amended by adding
at the end of the definition of "Consolidated EBITDA" the following:

     Notwithstanding the foregoing, in calculating Consolidated EBITDA for
     purposes of subsection 8.10 (but not for purposes of the Applicable
     Margin), Consolidated EBITDA shall be calculated to give pro forma
     effect to each acquisition made pursuant to subsection 8.6(g) after
     September 30, 1998 in the relevant period as if such acquisition had
     been made on the first day of such period and the Indebtedness and
     Contingent Obligations incurred to finance such acquisition had been
     incurred on the first day of such period.

     (c) Subsection 1.1 of the Credit Agreement is hereby amended by adding
at the end of the definition of "Standby L/C" the following:

     Notwithstanding the foregoing, Performance Guarantees issued by the
     Issuing Lender for the account of the Company from time to time shall
     be deemed to be Standby L/Cs for all purposes of this Agreement
     (including subsections 3.8 and 4.11) if the Company designates such
     Performance Guarantees to be so treated provided that at the time of
     such designation (a) the conditions set forth in subsection 6.2 with
     respect thereto are satisfied and (b) the amount of any such
     Performance Guarantee does not exceed the amount then permitted by
     subsection 3.5. The provisions of the Credit Documents applicable to
     Standby L/Cs shall apply to the Performance Guarantees deemed to be
     issued hereunder, mutatis mutandis, except that (i) any Performance
     Guarantee may have an expiry date longer than 365 days as long as such
     Performance Guarantee expires no later than five Business Days before
     the Revolving Credit Termination Date, (ii) any Performance Guarantee
     may be governed by laws other than the Uniform Customs and the laws of
     the State of New York and (iii) the Company shall not be required to
     deliver an L/C Application in respect of a Performance Guarantee if
     not required by the Issuing Lender.

     (d) Subsection 1.1 of the Credit Agreement is hereby amended by adding
the following defined term in proper alphabetical order:

          "Performance Guarantee": any performance guarantee issued by the
     Issuing Lender in a form approved by it which is denominated in
     Dollars and which provides that payments thereunder are to be made
     against the presentation of documents.

     3. Amendment to Subsection 3.3. Subsection 3.3 of the Credit Agreement
is hereby amended by adding the following new paragraph (c):

          (c) The Issuing Lender shall have no obligation to issue a
     Performance Guarantee unless the issuance of such Performance
     Guarantee is authorized by OCC Regulation 12 C.F.R. ss.7.1016.

     4. Amendment to Subsection 4.6(a). Subsection 4.6(a) of the Credit
Agreement is hereby amended by deleting said subsection in its entirety and
substituting the following in lieu thereof:

          (a) Subject to the provisions of subsection 8.5 following the
     consummation of any Asset Sale by the Company or any of its
     Subsidiaries, in the case of cash proceeds, and following receipt of
     cash proceeds representing payments under notes or other securities
     received in connection with any non-cash consideration obtained in
     connection with such Asset Sale, the Company shall, to the extent that
     the cumulative amount of Net Proceeds received after September 30,
     1998 exceeds $50,000,000, or to the extent that the cumulative amount
     of Net Proceeds received after September 30, 1998 and not reinvested
     in the business of the Company and its Subsidiaries within twelve
     months exceeds $20,000,000, promptly apply an amount equal to such
     excess first to the installments of the Term Loans scheduled to be
     paid during the next twelve months after the date of such prepayment
     and second to the remaining installments of the Term Loans on a pro
     rata basis.

     5. Amendments to Section 5. Subsection 5.8 of the Credit Agreement is
hereby amended by deleting the phrase "G".

     6. Amendment to Subsection 7.2. Subsection 7.2 of the Credit Agreement
is hereby amended by deleting from clause (ii) of paragraph (b) the phrase
"8.9".

     7. Amendments to Subsection 8.1. (a) Subsection 8.1(c) of the Credit
Agreement is hereby amended by deleting the reference to "$60,000,000" in
said subsection and substituting in lieu thereof a reference to
"$150,000,000".

     (b) Subsection 8.1(d) of the Credit Agreement is hereby amended by
deleting the reference to "$40,000,000" in said subsection and substituting
in lieu thereof a reference to "$75,000,000".

     (c) Subsection 8.1(g) of the Credit Agreement is hereby amended by
deleting the reference to "$50,000,000" in said subsection and substituting
in lieu thereof a reference to "$80,000,000".

     (d) Subsection 8.1(h) of the Credit Agreement is hereby amended by
deleting the reference to "$3,000,000" in said subsection and substituting
in lieu thereof a reference to "$10,000,000".

     8. Amendments to Subsection 8.3. (a) Subsection 8.3(b) of the Credit
Agreement is hereby amended by deleting the phrase "for an aggregate amount
not to exceed $1,000,000 at any one time outstanding".

     (b) Subsection 8.3(c) of the Credit Agreement is hereby amended by
deleting the reference to "$60,000,000" in said subsection and substituting
in lieu thereof a reference to "$150,000,000".

     9. Amendment to Subsection 8.5(e). Subsection 8.5(e) of the Credit
Agreement is hereby amended by deleting said subsection in its entirety and
substituting in lieu thereof the following:

          (e) for the sale or other disposition by the Company or any of
     its Subsidiaries of other assets, provided that (i) such sale or other
     disposition shall be made for fair value on an arm's-length basis,
     (ii) the aggregate fair market value of all such assets sold or
     disposed of under this clause after September 30, 1998 shall not
     exceed $50,000,000 in the aggregate (with Net Proceeds in excess of
     $20,000,000 to be reinvested in the business of the Company and its
     Subsidiaries within twelve months or applied in accordance with
     subsection 4.6), (iii) the Net Proceeds from such sale or other
     disposition shall be applied in accordance with the provisions of
     subsection 4.6, and (iv) non-cash consideration therefor shall
     constitute investments permitted under subsection 8.6(f).

     10. Amendments to Subsection 8.6. (a) Subsection 8.6(c) of the Credit
Agreement is hereby amended by deleting the phrase: ", provided that the
aggregate principal amount of all such loans and advances outstanding at
any one time, together with the guarantees of such Loans and advances made
pursuant to subsection 8.3(b), shall not exceed $1,000,000".

     (b) Subsection 8.6(g) of the Credit Agreement is hereby amended by
deleting such subsection and substituting therefor the following:

          (g) the Company and its Subsidiaries may make loans or advances
     to, incur Contingent Obligations for the benefit of, make acquisitions
     from or of, and make investments in, other Persons, including, without
     limitation, Indebtedness described in subsection 8.1(e)(ii) and
     Contingent Obligations described in subsection 8.1(f); provided that
     (i) the aggregate amount of the consideration paid or invested and the
     amounts loaned, advanced or guaranteed by the Company and its
     Subsidiaries in all such transactions after the Closing Date (net, in
     the case of loans, advances or investments, of any repayments or
     return of capital in respect thereof actually received in cash by the
     Company or such Subsidiary (net of applicable taxes) after the Closing
     Date), when added to the amount of any transfers or dispositions of
     assets described in the proviso to subsection 8.5(c), does not exceed
     an aggregate amount of $50,000,000 in any fiscal year of the Company,
     and (ii) no Default or Event of Default has occurred or would occur
     after giving effect thereto.

     11. Amendments to Subsection 8.7. (a) Subsection 8.7 of the Credit
Agreement is hereby amended by deleting the reference to "$50,000,000" in
said subsection and substituting in lieu thereof a reference to
"$60,000,000".

     (b) Subsection 8.7 of the Credit Agreement is hereby amended by
deleting the phrase "by a maximum amount of $5,000,000."

     12. Amendment to Subsection 8.8. Subsection 8.8 of the Credit
Agreement is hereby amended by deleting said subsection in its entirety and
substituting in lieu thereof the following:

          8.8 Maintenance of Interest Coverage. Permit for any period of
     four consecutive fiscal quarters the Interest Coverage Ratio for such
     period to be less than 3.00 to 1.00.

     13. Amendment to Subsection 8.9. Subsection 8.9 of the Credit
Agreement is hereby amended by deleting said subsection in its entirety.

     14. Amendment to Subsection 8.10. Subsection 8.10 of the Credit
Agreement is hereby amended by deleting said subsection in its entirety and
substituting in lieu thereof the following:

          8.10 Maintenance of Leverage Ratio. Permit, as at the end of any
     fiscal quarter of Holdings, the Leverage Ratio to be more than 3.00 to
     1.00.

     15. Amendment to Subsection 8.11(e). Subsection 8.11(e) of the Credit
Agreement is hereby amended by deleting the reference to "$3,000,000" in
said subsection and substituting in lieu thereof a reference to
"$6,000,000".

     16. Confirmation. Each Lender confirms that upon the issuance of a
Performance Guarantee under the Credit Agreement such Lender shall have
irrevocably purchased a participating interest in such Performance
Guarantee in accordance with subsections 3.4, 3.6, 3.8 and 4.16 of the
Credit Agreement. Each Lender represents and warrants to the Borrower, the
Issuing Lender, the Administrative Agent and the other Lenders that it has
the authority and legal power to purchase a participating interest in the
Performance Guarantees and perform its other obligations with respect to
the Performance Guarantees, as provided in the Credit Agreement.

     17. Effectiveness. This Amendment shall become effective upon the date
on which the Administrative Agent shall have received counterparts hereof
duly executed by the Company, the Administrative Agent and the Required
Lenders.

     18. Representations and Warranties. The Company hereby represents and
warrants that each of the representations and warranties in or pursuant to
Section 5 of the Credit Agreement or which are contained in any other
Credit Document or in any certificate, document or financial or other
statement furnished by or on behalf of Holdings, the Company or any
Subsidiary thereof shall be, after giving effect to this Amendment, true
and correct in all material respects as if made on and as of the date
hereof (unless such representations and warranties are stated to relate to
a specific earlier date, in which case such representations and warranties
shall be true and correct in all material respects as of such earlier
date).

     19. Continuing Effect of Credit Agreement. This Amendment shall not be
construed as a waiver or consent to any further or future action on the
part of the Company that would require a waiver or consent of the
Administrative Agent and/or the Lenders. Except as amended hereby, the
provisions of the Credit Agreement are and shall remain in full force and
effect.

     20. Counterparts. This Amendment may be executed in counterparts and
all of the said counterparts taken together shall be deemed to constitute
one and the same instrument.

     21. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     22. Expenses. The Company agrees to pay or reimburse the
Administrative Agent for all of its out-of-pocket costs and expenses
incurred in connection with the preparation, negotiation and execution of
this Amendment, including, without limitation, the fees and disbursements
of counsel to the Administrative Agent.


<PAGE>


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


                                    GULFSTREAM DELAWARE CORPORATION


                                    By: /s/ Robert L. Williams
                                       -----------------------------------
                                       Title: Vice President and Treasurer


                                    THE CHASE MANHATTAN BANK, as
                                      Administrative Agent and as a Lender


                                    By: /s/ William J. Caggiano
                                       -----------------------------------
                                       Title: Managing Director


                                    ARAB BANKING CORP.


                                    By: /s/ Louise Bilbro
                                       -----------------------------------
                                       Title: Vice President


                                    BANK OF AMERICA


                                    By: /s/ [Illegible]
                                       -----------------------------------
                                       Title: Vice President


                                    BANK OF NEW YORK


                                    By: /s/ David C. Siegal
                                       -----------------------------------
                                       Title: Vice President


                                    BANK OF TOKYO-MITSUBISHI TRUST


                                    By: /s/ Joseph P. Devoe
                                       -----------------------------------
                                       Title: Vice President


                                    CAPTIVA FINANCE LTD.


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


                                    CERES FINANCE, LTD.


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


                                    MEDICAL LIABILITY MUTUAL INSURANCE CO.


                                    By:  Chancellor LGT Senior Secured
                                         Management, Inc., as Investment
                                         Manager


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


                                    BANK AUSTRIA CREDITANSTALT CORPORATE
                                    FINANCE, INC.


                                    By: /s/ Catherine K. MacDonald
                                       -----------------------------------
                                       Title: Vice President


                                    By: /s/ Clifford L. Wells
                                       -----------------------------------
                                       Title: Vice President

                                    CITIBANK, N.A.


                                    By: /s/ Larry Farley
                                       -----------------------------------
                                       Title: Vice President


                                    CREDIT LYONNAIS


                                    By: /s/ [Illegible]
                                       -----------------------------------
                                       Title: Senior Vice President


                                    SUN TRUST BANK, ATLANTA


                                    By: /s/ Jenna H. Kelly
                                       -----------------------------------
                                       Title: Vice President


                                    BANKBOSTON, N.A.


                                    By: /s/ Gregory R.D. Clark
                                       -----------------------------------
                                       Title: Managing Director


                                    THE FIRST NATIONAL BANK OF CHICAGO


                                    By: /s/ Aaron Lamb
                                       -----------------------------------
                                       Title: Corporate Banking Officer


                                    INDUSTRIAL BANK OF JAPAN, LTD.


                                    By: /s/ Takuya Honjo
                                       -----------------------------------
                                       Title: Senior Vice President


                                    KREDIETBANK


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


                                    LTCB TRUST COMPANY


                                    By: /s/ Rebecca J. Silheit
                                       -----------------------------------
                                       Title: Senior Vice President


                                    LEHMAN COMMERCIAL PAPER INC.


                                    By: /s/ Michele Swanson
                                       -----------------------------------
                                       Title: Authorized Signatory


                                    MARINE MIDLAND BANK, N.A.


                                    By: /s/ Christopher F. French
                                       -----------------------------------
                                       Title: Authorized Signatory


                                    MERRILL LYNCH PRIME RATE PORTFOLIO


                                    By:  Merrill Lynch Asset Management,
                                         L.P., as Investment Advisor


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


                                    MERRILL LYNCH SENIOR FLOATING RATE FUND,
                                      INC.


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


                                    MITSUBISHI TRUST & BANKING CORPORATION


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


                                    NATIONSBANK N.A.


                                    By: /s/ [Illegible]
                                       -----------------------------------
                                       Title: Vice President


                                    PNC BANK, N.A.


                                    By: /s/ Marian Egge
                                       -----------------------------------
                                       Title: Assistant Vice President


                                    SOCIETE GENERALE


                                    By: /s/ Ralph Saheb
                                       -----------------------------------
                                       Title: Vice President
                                              Southwest Operations Manager


                                    U.S. BANK NATIONAL ASSOCIATION


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


                                    VAN KAMPEN AMERICAN CAPITAL PRIME RATE
                                      INCOME TRUST


                                    By: /s/ Jeffrey W. Maillet
                                       -----------------------------------
                                       Title: Senior Vice President
                                              and Director


                                    KZH III LLC


                                    By: /s/ Virginia Conway
                                       -----------------------------------
                                       Title: Authorized Agent


<PAGE>


The undersigned guarantors hereby
consent to the foregoing Amendment:

GULFSTREAM AEROSPACE CORPORATION,
  a Delaware Corporation


By:/s/ Robert L. Williams
   ------------------------------------
   Title:  Vice President and Treasurer


GULFSTREAM AEROSPACE CORPORATION,
  a Georgia Corporation


GULFSTREAM AEROSPACE CORPORATION,
  D/B/A GULFSTREAM AEROSPACE
  TECHNOLOGIES,
  an Oklahoma Corporation


GULFSTREAM AEROSPACE CORPORATION,
  a California Corporation


By:/s/ Robert L. Williams
   ------------------------------------
   Title:  Vice President and Treasurer