EXHIBIT 10.5

                       AMENDMENT NO. 4, CONSENT AND WAIVER

                          Dated as of February 14, 2001

                                       to

                  FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

                            Dated as of May 31, 2000

         This Amendment No. 4, Consent and Waiver (the "Amendment") dated as of
February 14, 2001 is entered into among AVIATION SALES DISTRIBUTION SERVICES
COMPANY, a Delaware corporation ("Distribution"), AEROCELL STRUCTURES, INC., an
Arkansas corporation ("Aerocell"), AVS/M-2, INC. (formerly known as
AVS/Kratz-Wilde Machine Company), a Delaware corporation ("Kratz-Wilde"),
WHITEHALL CORPORATION, a Delaware corporation ("Whitehall"), TRIAD INTERNATIONAL
MAINTENANCE CORPORATION, a Delaware corporation ("TIMCO"), AVS/M-3, INC.
(formerly 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"), TIMCO ENGINE CENTER, INC., a Delaware
corporation ("TIMCO Engine"), and AVIATION SALES COMPANY, a Delaware corporation
("Parent"), and the "Lenders" (as defined in the Credit Agreement identified
below) a party hereto. Capitalized terms used herein without definition are used
herein as defined in the Credit Agreement.

                             PRELIMINARY STATEMENT:

         WHEREAS, Distribution, Aerocell, Kratz-Wilde, Whitehall, TIMCO, Apex,
Caribe, Design, Leasing, and TIMCO Engine, as Borrowers, Parent, Citicorp USA,
Inc., as Agent, and certain financial institutions, as Lenders and Issuing
Banks, are parties to that certain Fourth Amended and Restated Credit Agreement
dated as of May 31, 2000, as heretofore amended (the "Credit Agreement");

         WHEREAS, the Borrowers have requested the amendment of certain
financial covenants included in the Credit Agreement, the waiver of certain
Events of Default, and modification of certain other terms of the Credit
Agreement, and the Lenders a party hereto have agreed to the same on the terms
and conditions set forth herein;

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

         SECTION 1. Amendments to the Credit Agreement.

         Effective as of February 14, 2001, subject to the satisfaction of the
conditions precedent set forth in Section 3 hereof, the Credit Agreement is
hereby amended as follows:

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         1.1 Section 1.01 is hereby amended to (i) delete the definitions
therein of "Borrowing Base" and "Designated Prepayment" and substitute the
following therefor:

         "Borrowing Base" means, as of any date of determination, an amount
         equal to the sum of:

         (i) up to seventy-five percent (75%) of the face amount of Eligible
         Receivables of Aerocell (net of maximum discounts, allowances,
         retainage and any other amounts deferred with respect thereto), plus

         (ii) up to fifty percent (50%) of the face amount of Eligible
         Receivables of Caribe and Design (net of maximum discounts, allowances,
         retainage and any other amounts deferred with respect thereto), plus

         (iii) up to eighty-five percent (85%) of the face amount of Eligible
         Receivables of TIMCO (net of maximum discounts, allowances, retainage
         and any other amounts deferred with respect thereto), plus

         (iv) up to fifty percent (50%) of the face amount of earned, but
         unbilled for periods less than sixty-one (61) days, Receivables of
         TIMCO (net of maximum discounts, allowances, retainage and any other
         amounts deferred with respect thereto) and arising with respect to
         sales of Inventory other than ABX Kits and services performed, plus

         (v) up to fifty percent (50%) of the face amount of earned, but
         unbilled Receivables of TIMCO (net of maximum discounts, allowances,
         retainage and any other amounts deferred with respect thereto) arising
         with respect to sales of ABX Kits the shipment of which is scheduled to
         occur within ninety (90) days after the date of the ABX Shipping
         Schedule attached to the corresponding Borrowing Base Certificate, plus

         (vi) up to sixty-two percent (62%) of the book value of Eligible
         Inventory of Caribe (other than Eligible Inventory transferred to
         Caribe by Bearings substantially concurrent with the Bearings Sale),
         plus

         (vii) $2,639,000 (based on Inventory of Distribution identified on the
         Borrowing Base Certificate dated February 5, 2001 as "Distribution
         Inventory - 12/31/00 book value $4,256,000); provided, however, that
         such $2,639,000 of availability shall be reduced by $188,500 per week,
         commencing February 16, 2001 and continuing on each Friday thereafter
         until May 18, 2001, as of which date the availability under this clause
         (vii) shall be zero, plus

         (viii) up to forty percent (40%) of the book value (net of maintenance
         reserves) of Eligible Inventory of Distribution consisting of engines
         not included as part of Eligible Aircraft, plus

         (ix) up to forty-four percent (44%) of the book value of Eligible
         Inventory of Distribution consisting of Leased Inventory; plus

         (x) with respect to Eligible Aircraft, (a) $10,000,000 with respect to
         each of such Eligible Aircraft which are cargo configured and (b)
         $2,000,000 with respect to such Eligible Aircraft which is not cargo
         configured; provided, however, that in


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         no event shall the amount of the Borrowing Base determined under this
         clause (viii) exceed at any time the lesser of the amount of (1) the
         Aircraft Availability Cap at the time of designation and (2) the sum of
         (a) and (b) above, plus

         (xi) up to sixty percent (60%) of the book value of Eligible Inventory
         of Leasing consisting of landing gear, plus

         (xii) up to fifty-five percent (55%) of the book value of Eligible
         Inventory of Caribe which, prior to the Bearings Sale, was Eligible
         Inventory of Bearings which was acquired after November 30, 1997, plus

         (xiii) up to forty percent (40%) of the book value of Eligible
         Inventory of Aerocell, plus;

         (xiv) up to forty percent (40%) of the book value of Eligible Inventory
         of TIMCO consisting of aircraft spare parts held for re-sale and up to
         twenty-five percent (25%) of the book value of Eligible Inventory of
         TIMCO consisting of aircraft spare parts held for maintenance, plus

         (xv) without duplication as to clause (xii) above, up to thirty-five
         percent (35%) of the book value of Eligible Inventory of TIMCO located
         at Lake City and up to thirty percent (30%) of the book value of
         Eligible Inventory of TIMCO located at Macon, Winston-Salem and Oscoda;

         (xvi) up to twenty-five percent (25%) of the book value of Eligible
         Inventory of Design, plus

         (xvii) up to fifty percent (50%) of the appraised fair market value of
         Kratz-Wilde's owned Real Property, plus

         (xviii) $2,435,000 (based on TIMCO 777 aircraft modification contracts
         for which deposits against unissued invoices have been received);
         provided, however, that such $2,435,000 of availability shall be
         reduced by $173,928 per week, commencing February 16, 2001 and
         continuing on each Friday thereafter until May 18, 2001, as of which
         date the availability under this clause (xviii) shall be zero, plus

         (xix) $141,000 (based on accrued revenues for TIMCO relating to ABX
         Kits); provided, however, that such $141,000 of availability shall be
         reduced by $10,071 per week, commencing February 16, 2001 and
         continuing on each Friday thereafter until May 18, 2001, as of which
         date the availability under this clause (xviii) shall be zero, plus

         (xx) $247,000 of Receivables of Design arising with respect to certain
         maintenance contracts which would not otherwise be Eligible Receivables
         due to cross-aging; provided, however, that such $247,000 of
         availability shall be reduced by $17,643 per week, commencing February
         16, 2001 and continuing on each Friday thereafter until May 18, 2001,
         as of which date the availability under this clause (xviii) shall be
         zero, plus

         (xxi) Amounts on deposit with TIMCO with respect to aircraft service
         orders upon execution of a maintenance agreement or upon delivery of
         the subject aircraft to a TIMCO facility for maintenance, repair and
         overhaul services;

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         provided, however, that in the event any such deposit is for an amount
         greater than $500,000, inclusion in the Borrowing Base shall be
         permitted only upon review of the underlying circumstances by the
         Agent's field examiners, plus

         (xxii) the outstanding balance of the Overadvance Amount as of such
         date of determination; minus

         (xxiii) the Interest Reserve; minus

         (xxiv) the reserve, if any, applicable under Section 4.01(b)(viii)(D).

         For purposes of this definition, (1) Eligible Receivables and Eligible
         Inventory, in each case and as of any date of determination, shall be
         determined after deduction of all Eligibility Reserves then effective
         with respect to such items, (2) the book value referenced shall be
         determined on the bases described in the Borrowing Base Certificate as
         reflected on the books and records of the Borrowers and, in the case of
         engines owned as of December 31, 1999, subject to a valuation reserve
         based upon the writedown taken with respect thereto in the Parent's and
         its Subsidiaries' Financial Statements for December 31, 1999, (3) the
         gross value of Leased Inventory from which the Borrowing Base is
         determined shall in no event exceed, at any time, $15,000,000 in the
         aggregate, and (4) the appraised values referenced in clause (xvii)
         shall be based from time to time on the then most recently prepared
         appraisal delivered to the Agent. In each instance, the amounts
         described hereinabove shall be designated as such on the Borrowing Base
         Certificate dated as of such date of determination. Notwithstanding
         anything herein to the contrary, from and after the date on which
         written notice thereof is delivered to the Borrowers by the Agent and
         Requisite Lenders, the respective advance rates specified above for any
         Inventory shall be determined by the Agent and Requisite Lenders based
         on the results of an appraisal thereof by Aviation Asset Management,
         Inc., which results shall be delivered by no later than March 15, 2001.
         In no event shall the aggregate availability under clauses (iv) and (v)
         above exceed $15,000,000.

         "Designated Prepayment" means each mandatory prepayment required by
         clauses (i), (ii) and (iv) of Section 4.01(b).

and (ii) add the following definitions thereto:

         "BofA Note" means that certain Term Loan Note dated February 14, 2001
         in the principal amount of $10,000,000 executed by the Borrowers and
         payable to Bank of America, N.A.

         "Cash Flow Event" means the cash-generating events identified on
         Schedule 1.01.11 attached hereto and made a part hereof.

         "Restructure Fee Payment Dates" means August 14, 2001, November 14,
         2001, and February 14, 2002, each of which shall be a "Restructure Fee
         Payment Date".

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         1.2 Section 2.4 is hereby amended to delete the provisions thereof in
their entirety and substitute the following therefor:

         2.4 Reduction of Overadvance Amount. The remaining balance of the
         Overadvance Amount is $1,117,000, which amount shall be reduced (either
         in cash or by adjustment of the Borrowing Base) in thirteen (13) equal
         weekly installments in the amount of $79,785 each during the period
         commencing on February 16, 2001 and continuing on each Friday
         thereafter to and including May 11, 2001 and a final installment in the
         amount of $79,795 on May 18, 2001, which reductions shall be applied
         proportionately to each Lender's Pro Rata Share of the Overadvance
         Amount in accordance with its Pro Rata Share of such installment.

         1.3 Section 4.01(b) is amended to delete the provisions thereof in
their entirety and substitute the following therefor:

         (b) Mandatory Prepayments/Reductions.

         (i) Net Cash Proceeds of Sale. Immediately upon the receipt by any
         Borrower or Guarantor of any Net Cash Proceeds of Sale (other than from
         any Cash Flow Event), the Borrowers shall make or cause to be made a
         mandatory prepayment of the Obligations in an amount equal to one
         hundred percent (100%) of such Net Cash Proceeds of Sale.

         (ii) Net Cash Proceeds of Issuance of Equity Securities or
         Indebtedness. Immediately upon the receipt by any Borrower or Guarantor
         of any Net Cash Proceeds of Issuance of Equity Securities or Net Cash
         Proceeds of Issuance of Indebtedness (other than Indebtedness under the
         BofA Note), the Borrowers shall make or cause to be made a mandatory
         prepayment of the Obligations in an amount equal to one hundred percent
         (100%) of such Net Cash Proceeds of Issuance of Equity Securities or
         Indebtedness.

         (iii) Insufficient Collateral. The Borrowers shall, immediately and
         without notice or demand of any kind, make repayments of the Loans to
         the extent necessary to reduce the outstanding principal amount of the
         Revolving Credit Obligations to an amount not to exceed the Borrowing
         Base.

         (iv) Proceeds of Cash Flow Events. Immediately upon the receipt by any
         Borrower or Guarantor of proceeds of any Cash Flow Event, the Borrowers
         shall make or cause to be made a mandatory prepayment of the
         Obligations in an amount equal to one hundred percent (100%) of such
         proceeds.

         (v) No Waiver or Consent. Nothing in this Section 4.01(b) shall be
         construed to constitute the Lenders' consent to any transaction
         referenced in clauses (i), (ii) and (iv) above which is not expressly
         permitted by Article X.

         (vi) Notice. Distribution shall give the Agent prior written notice or
         telephonic notice promptly confirmed in writing (each of which the
         Agent shall promptly

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         transmit to each Lender), when a Designated Prepayment will be made
         (which date of prepayment shall be no later than the date on which such
         Designated Prepayment becomes due and payable pursuant to this Section
         4.01(b)).

         (vii) Application of Prepayments.

         (A) Designated Prepayments shall be allocated and applied first to the
         outstanding Loans as more particularly described in clauses (C), (D),
         (E) and (F) below and, following the payment in full of the Loans, the
         remaining balance of each Designated Prepayment shall be applied to the
         Letter of Credit Obligations (or, to the extent such Letter of Credit
         Obligations are contingent, deposited in the Cash Collateral Account to
         provide Cash Collateral in respect of such Letter of Credit
         Obligations).

         (B) Prepayments required by Section 4.01(b)(iii) shall be allocated and
         applied to the Loans ratably based on the then outstanding principal
         balance thereof until paid in full.

         (C) Designated Prepayments made as provided in Section 4.01(b)(i) shall
         be allocated (1) first to reduce outstanding Loans by the amount
         thereof attributable to the Property giving rise to such Net Cash
         Proceeds of Sale or a portion thereof, (2) second to the Overadvance
         Amount (in the inverse order of the amortization schedule set forth in
         Section 2.04) until reduced to zero, and (3) third to reduce the
         remaining outstanding balance of the Revolving Credit Obligations.

         (D) Designated Prepayments made with respect to Net Cash Proceeds of
         Issuance of Equity Securities shall be allocated first to the
         Overadvance Amount (in the inverse order of the amortization schedule
         set forth in Section 2.04) until reduced to zero and then to reduce the
         remaining outstanding balance of the Revolving Credit Obligations.

         (E) Designated Prepayments made with respect to Net Cash Proceeds of
         Issuance of Indebtedness shall be allocated first to the Overadvance
         Amount (in the inverse order of the amortization schedule set forth in
         Section 2.04) until reduced to zero and then to reduce the remaining
         outstanding balance of the Revolving Credit Obligations.

         (F) Designated Prepayments made with respect to Cash Flow Events shall
         be allocated to reduce the outstanding balance of the Revolving Credit
         Obligations.

         (viii) Reduction of Revolving Credit Commitments; Borrowing Base
         Reserve.

         (A) Until such time as the Overadvance Amount is reduced to zero, the
         Revolving Credit Commitments will be permanently reduced by an amount
         equal to the amount of Net Cash Proceeds of Sale (other than from a
         Cash Flow Event), Net Cash Proceeds of Issuance of Equity and Net Cash
         Proceeds of Issuance of Indebtedness (other than Indebtedness under the
         BofA Note), as applicable, received by any Borrower or Guarantor, and
         the Revolving Credit Commitment of each Lender shall thereupon be
         reduced proportionately in accordance with its Pro Rata Share thereof.

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<PAGE>

         (B) Until such time as the Overadvance Amount is reduced to zero, the
         Revolving Credit Commitments will be permanently reduced by an amount
         equal to fifty percent (50%) of the proceeds received by any Borrower
         or Guarantor from any Cash Flow Event and the Revolving Credit
         Commitment of each Lender shall thereupon be reduced proportionately in
         accordance with its Pro Rata Share thereof.

         (C) From and after the time of reduction of the Overadvance Amount to
         zero, the Revolving Credit Commitments will be permanently reduced by
         an amount equal to fifty percent (50%) of the amount of Net Cash
         Proceeds of Sale (other than Cash Flow Events), Net Cash Proceeds of
         Issuance of Indebtedness, and proceeds of Cash Flow Events, as
         applicable, received by any Borrower or Guarantor and, in each
         instance, the Revolving Credit Commitment of each Lender shall
         thereupon be reduced proportionately in accordance with its Pro Rata
         Share thereof.

         (D) Upon receipt of any proceeds by any Borrower or Guarantor from any
         Cash Flow Event (other than the sale of the Kratz-Wilde Kentucky Real
         Property), a reserve against the Borrowing Base shall immediately be
         imposed in the amount equal to fifty percent (50%) of such proceeds.

         1.4 Article X is hereby amended to delete the provisions of Section
10.18 in their entirety and substitute the following therefor:

         10.18. Supplemental Term Loan Installment Payments. The Borrowers shall
         not make any scheduled payment of principal under the terms of the
         Supplemental Term Loan Note at a time when (a) any of the Overadvance
         Amount remains outstanding or (b) an Event of Default would occur as a
         result of such payment after giving effect thereto.

         1.5 Article XI is hereby amended to delete the provisions thereof in
their entirety 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 Minimum EBITDA. The Parent shall maintain EBITDA, determined as of
the last day of each Fiscal Quarter set forth below for the period then ending
described below, of at least the amount set forth below opposite such date of
determination:

Determination Date     Applicable Period                       Minimum EBITDA
------------------     -----------------                       --------------
March 31, 2001         January 1, 2001 - March 31, 2001        $4,052,000

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June 30, 2001          January 1, 2001 - June 30, 2001         $12,020,000

September 30, 2001     January 1, 2001 - September 30, 2001    $20,605,000

December 31, 2001      January 1, 2001 - December 31, 2001     $27,856,000

March 31, 2002         April 1, 2001 - March 31, 2002          $27,856,000

June 30, 2002          July 1, 2001 - June 30, 2002            $27,856,000

     11.02 Capital Expenditures. The Parent and its Subsidiaries shall not make
Capital Expenditures in the aggregate during any period set forth below in
excess of the amount set forth below opposite such period; (in each instance,
the "Maximum Amount"):

Determination Date     Applicable Period                       Minimum Amount
------------------     -----------------                       --------------
March 31, 2001         Fiscal Quarter then ending              $1,799,000
June 30, 2001          Two Fiscal Quarter period then ending   $2,991,000
September 30, 2001     Three Fiscal Quarter period then ending $4,183,000
December 31, 2001      Four Fiscal Quarter period then ending  $5,375,000

March 31, 2002         Four Fiscal Quarter period then ending  $5,375,000
June 30, 2002          Four Fiscal Quarter period then ending  $5,375,000

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 period in addition to any amounts
permitted above for such succeeding period; provided that to the extent amounts
carried forward from one period to the next succeeding period are not expended
in such period, such surplus may not be carried forward to any other succeeding
period.

     11.03 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 set forth below for the period then ending described
below, of at least the level set forth below opposite such determination date:

Determination Date     Applicable Period                       Minimum Ratio
------------------     -----------------                       -------------
March 31, 2001         Fiscal Quarter then ending              0.29  to 1.00
June 30, 2001          Two Fiscal Quarter period then ending   0.89  to 1.00
September 30, 2001     Three Fiscal Quarter period then ending 0.84  to 1.00

December 31, 2001      Four Fiscal Quarter period then ending  1.02  to 1.00

March 31, 2002         Four Fiscal Quarter period then ending  1.02  to 1.00
June 30, 2002          Four Fiscal Quarter period then ending  1.02 to 1.00

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     11.04 Minimum Tangible Net Worth. The Parent shall maintain a Tangible Net
Worth of at least the amount set forth below for the Fiscal Quarter ending
during the period set forth below opposite such amount.

     Fiscal Quarter Ending              Minimum Tangible Net Worth
     ---------------------              --------------------------
     March 31, 2001                     $8,208,000
     June 30, 2001                      $7,800,000
     September 30, 2001                 $8,544,000
     December 31, 2001                  $8,906,000

     March 31, 2002                     $8,906,000
     June 30, 2002                      $8,906,000

     11.05 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.

         1.6 Section 5.02 is amended to add the following provision as clause
(f) thereof:

         (f) Restructure Fee. In the event any Obligations are outstanding on a
         Restructure Fee Payment Date and this Agreement and the other Loan
         Documents then remain in effect, the Borrowers shall pay to the Agent
         on such Restructure Fee Payment Date, for the account of the Lenders
         (as of such Restructure Fee Payment Date) in accordance with their
         respective Pro Rata Shares, a fee in the amount equal to two percent
         (2.0%) of the Revolving Credit Commitments in effect on such
         Restructure Fee Payment Date. Such fee shall (i) be payable to the
         Agent at its office in New York, New York in immediately available
         funds, (ii) be fully earned and nonrefundable when paid, (iii) be in
         addition to, and not in lieu of, interest, compensation, expense
         reimbursements, indemnification and other Obligations payable under the
         terms of the Loan Documents, (iv) bear interest, if not paid when due,
         at the interest rate described in Section 5.01(c), (v) constitute
         Obligations, and (vi) secured by all of the Collateral. Upon payment in
         full of the fee required under Section 5.02(c)(ii), the amount payable
         under this Section 5.02(f) on August 14, 2001 shall be reduced by the
         amount of such fee.

         SECTION 2. Waiver and Consent. Effective as of February 14, 2001,

         2.1 subject to Agent's receipt of the consent and waiver referenced in
Section 3.1(b) below on or before February 14, 2001, the Lenders signatory
hereto representing the Requisite Lenders hereby consent to the amendment of the
TROL Documents on the terms and conditions referenced on or attached hereto as
Exhibit A and made a part hereof;

         2.2 the Lenders signatory hereto representing the Requisite Lenders
hereby waive all rights and remedies under the terms of the Credit Agreement
arising due to the occurrence of the Events of Default identified on Exhibit B
attached hereto and made a part hereof;

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         2.3 the Lenders signatory hereto representing the Requisite Lenders
hereby consent to the incurrence by the Borrowers of the Indebtedness evidenced
by that certain promissory note, a copy of which is attached hereto as part of
Exhibit C and made a part hereof (the "BofA Note"), the incurrence by the
Guarantors of the Indebtedness evidenced by that certain guaranty of the BofA
Note, a copy of which is attached hereto as part of Exhibit C (the "BofA
Guaranty"), and the amendment of the Collateral Documents Amendment on the terms
set forth in an agreement, in the form attached hereto as Exhibit D and made a
part hereof (the "Second Collateral Documents Amendment"), to include the holder
of the BofA Note as beneficiary of the Liens granted to the Agent for the
benefit of the Holders on the terms set forth therein; provided that (a) such
proceeds are received no later than February 15, 2001 in immediately available
funds, (b) such proceeds are used solely for the purposes of enabling the Parent
to pay its obligation under the Senior Subordinated Notes for interest payable
in accordance with the terms of the Senior Subordinated Notes on February 15,
2001 and for working capital of the Borrowers, (c) no proceeds of the Loans are
used for the purpose of paying any interest due on February 15, 2001 under the
Senior Subordinated Notes, (d) the BofA Note, Second Collateral Documents
Amendment, and an Intercreditor Agreement in the form attached hereto as Exhibit
E and made a part hereof (the "Intercreditor Agreement") are executed and
delivered no later than February 14, 2001 and (e) none of the BofA Note, the
BofA Guaranty, the Second Collateral Documents Amendment, or the Intercreditor
Agreement shall be amended after the date hereof without the prior written
consent of the Requisite Lenders, the holder of the Supplemental Term Loan Note,
and the Agent; and

         SECTION 3. Conditions Precedent. This Amendment shall become effective,
if, and only if:

         3.1 the Agent shall have received on or before February 14, 2001:

         (a) a facsimile or original executed copy of this Amendment executed by
         the Parent, each Borrower, and Super-Majority Lenders;

         (b) a facsimile or original executed copy of a Release Agreement and a
         Reaffirmation Agreement in the respective forms attached hereto as
         Exhibit F and made a part hereof executed by the Borrowers, each
         Guarantor and (with respect to the Release Agreement, the Affiliates
         named therein);

         (c) a written consent of the obligee parties to the TROL Documents to
         the terms of this Amendment, an amendment of the covenants set forth in
         the TROL Documents to be no more restrictive that those set forth
         herein on an amended basis, and a waiver of all existing defaults and
         events of default under the TROL Documents as of the date hereof, in
         each instance, in form and substance satisfactory to the Agent;

         (d) an opinion of counsel to the Borrowers and Parent with respect to
         non-contravention of the TROL Documents and agreements under which the
         Senior Subordinated Notes have been issued, this Amendment and the
         instruments and documents executed by the Borrowers and Guarantors in
         connection herewith;

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<PAGE>

         (e) corporate resolutions of the Parent, Borrowers and Guarantors
         authorizing the execution and delivery of this Amendment and all
         instruments and documents required to be executed and delivered in
         connection herewith;

         (f) from the Borrowers, reimbursement for the expenses of the Agent
         identified on Exhibit G attached hereto and made a part hereof;

         (g) a facsimile or original executed copy of the written consent of the
         holder of the Supplemental Term Loan Note to the terms of this
         Amendment and a waiver of the Events of Default identified on Exhibit B
         under the Supplemental Term Loan Note; and

         (h) a facsimile or original executed copy of a Note Modification
         Agreement in the form attached hereto as Exhibit H and made a part
         hereof.

         3.2 after giving effect to this Amendment and any amendment of the TROL
Documents, as of February 14, 2001, no "Event of Default" shall have occurred
and be continuing under the terms of the Credit Agreement, TROL Documents,
Indenture under which the Senior Subordinated Notes have been issued, as amended
or supplemented through the date of this Amendment and no "Change of Control"
(as defined in such Indenture) shall have occurred.

         SECTION 4. Notice. Effective immediately, the notice address for the
Borrower and Guarantors is as set forth below:

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<PAGE>

                  3601 Flamingo Road
                  Miramar, Florida  33027
                  Attn:  Chief Financial Officer
                  Telecopier No.: (954) 538-6610

                  with a copy to:

                  Akerman, Senterfitt & Eidson, P.A.
                  One Southeast Third Avenue
                  28th Floor
                  Miami, Florida  33131-1704
                  Attn:  Philip B. Schwartz
                  Telecopier No.:  (305) 374-5095
                  E-mail:  pschwartz@akerman.com

and the notice address for the Agent and Citicorp USA, Inc., as a Lender, is as
set forth below:

                  Citicorp USA, Inc.
                  388 Greenwich Street
                  19th Floor
                  New York, New York  10013
                  Attn:  Keith R. Gerding
                  Telecopier No.:  (212) 816-2613
                  E-mail:  keith.r.gerding@citicorp.com

                  with a copy to:

                  Sidley & Austin
                  Bank One Plaza
                  10 South Dearborn Street
                  Chicago, Illinois  60603
                  Attn:  DeVerille A. Huston

                  Telecopier No.:  (312) 853-7036
                  E-mail:  dhuston@sidley.com

         SECTION 5. Representations and Warranties; Acknowledgment. The
Borrowers hereby represent and warrant as follows:

         5.1 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.

         5.2 After giving effect to this Amendment, no Event of Default or
Potential Event of Default exists or would result from any of the transactions
contemplated by this Amendment. No event of default or default has occurred and
is continuing under the terms of (a) any of the

                                       12
<PAGE>

TROL Documents after giving effect to the amendment to and consent and waiver
under the TROL Documents in the form attached hereto as Exhibit A or (b) under
any of the agreements and documents executed with respect to the Senior
Subordinated Notes or under which the Senior Subordinated Notes have been
issued.

         5.3 Upon the effectiveness of this Amendment, Parent and each of the
Borrowers hereby reaffirm all covenants, representations and warranties made by
it, respectively, 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 6. Reference to and Effect on the Credit Agreement.

         6.1 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, 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.

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

         6.3 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 7. 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.

         SECTION 8. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.

         SECTION 9. 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.

                  [Remainder of Page Intentionally Left Blank]

                                       13
<PAGE>

                  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.

CITICORP USA, INC.                          HELLER FINANCIAL, INC.


/s/                                         By: /s/
-------------------------------                ----------------------------
  Name:                                       Name:
  Title:                                      Title:

NATIONAL CITY COMMERCIAL
FINANCE, INC.


By: /s/
   ----------------------------
  Name:
  Title:

FIRST UNION COMMERCIAL                      SALOMON BROTHERS HOLDING
CORPORATION                                 COMPANY, INC.


By: /s/                                     By: /s/
   ----------------------------                ----------------------------
  Name:                                       Name:
  Title:                                      Title:

IBJ WHITEHALL BUSINESS CREDIT               ARK CLO 2000-I, LIMITED
CORPORATION                                 By: Patriarch Partners, LLC, as
                                                Attorney-in-Fact
                                            By: LD Investments LLC, as Manager

By: /s/                                     By: /s/
   ----------------------------                ----------------------------
  Name:                                       Name:
  Title:                                      Title:

                                                                Signature Page 1
<PAGE>

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

By: /s/                                     By: /s/
   ----------------------------                ----------------------------
  Caridad C. Errazquin                        Pat Cloninger
  Vice President                              Vice President
  Trade Finance Division

                                            By: /s/
                                               ----------------------------
                                              Michael S. Bloomenfeld
                                              Vice President & Manager

FIRSTAR BANK, N.A.                          CITIZENS BUSINESS CREDIT
                                            COMPANY

By: /s/                                     By: /s/
   ----------------------------                ----------------------------
  Name:                                       Name:
  Assistant Vice President                    Vice President


AMSOUTH BANK                                PNC BANK NATIONAL ASSOCIATION

By: /s/                                     By: /s/
   ----------------------------                ----------------------------
  Name:                                       Name:
  Title:                                      Title:

                                                                Signature Page 2
<PAGE>

AVIATION SALES DISTRIBUTION                 AEROCELL STRUCTURES, INC.
 SERVICES COMPANY

By: /s/ BENITO QUEVEDO                      By: /s/ BENITO QUEVEDO
   ----------------------------                ----------------------------
  Name: Benito Quevedo                        Name: Benito Quevedo
  Title: President                            Title: Vice President

AVS/M-2, INC.                               WHITEHALL CORPORATION

By: /s/ BENITO QUEVEDO                      By: /s/ BENITO QUEVEDO
   ----------------------------                ----------------------------
  Name: Benito Quevedo                        Name: Benito Quevedo
  Title: Vice President                       Title: Vice President

TRIAD INTERNATIONAL MAINTENANCE             AVS/M-3, INC.
CORPORATION

By: /s/ BENITO QUEVEDO                      By: /s/ BENITO QUEVEDO
   ----------------------------                ----------------------------
  Name: Benito Quevedo                        Name: Benito Quevedo
  Title: Vice President                       Title: Vice President

AIRCRAFT INTERIOR DESIGN, INC.              CARIBE AVIATION, INC.

By: /s/ BENITO QUEVEDO                      By: /s/ BENITO QUEVEDO
   ----------------------------                ----------------------------
  Name: Benito Quevedo                        Name: Benito Quevedo
  Title: Vice President                       Title: President

AVIATION SALES COMPANY                      AVIATION SALES LEASING COMPANY

By: /s/ BENITO QUEVEDO                      By: /s/ BENITO QUEVEDO
   ----------------------------                ----------------------------
  Name: Benito Quevedo                        Name: Benito Quevedo
  Title: President                            Title: Vice President

                                                                Signature Page 3
<PAGE>

TIMCO ENGINE CENTER, INC.

By: /s/ BENITO QUEVEDO
   ----------------------------
  Name: Benito Quevedo
  Title: Vice President

                                                                Signature Page 4