EXHIBIT 10.1

                                 TERM LOAN NOTE
                                                               February 18, 2000


                  FOR VALUE RECEIVED, the undersigned, AVIATION SALES
DISTRIBUTION SERVICES COMPANY, a Delaware corporation, AEROCELL STRUCTURES,
INC., an Arkansas corporation, AVS/KRATZ-WILDE MACHINE COMPANY, a Delaware
corporation, WHITEHALL CORPORATION, a Delaware corporation, TRIAD INTERNATIONAL
MAINTENANCE CORPORATION, a Delaware corporation, APEX MANUFACTURING, INC., an
Arizona corporation, CARIBE AVIATION, INC., a Florida corporation, AIRCRAFT
INTERIOR DESIGN, INC., a Florida corporation, AVIATION SALES LEASING COMPANY, a
Delaware corporation, TIMCO ENGINE CENTER, INC., a Delaware corporation (the
"Borrowers"), HEREBY JOINTLY AND SEVERALLY PROMISE TO PAY to the order of
Citicorp USA, Inc. (the "Lender"), the principal amount of $15,500,000.00
(Fifteen Million, Five Hundred Thousand and no/100 Dollars) on the earliest to
occur (the "Maturity Date") of (i) February 17, 2001, (ii) the date on which
that certain Third Amended and Restated Credit Agreement dated as of October 17,
1997 among the Borrowers, the Lender, the other financial institutions from time
to time a party thereto as Lenders and Issuing Banks, and Citicorp USA, Inc., a
Delaware corporation, as Agent for the Lenders and Issuing Banks, as in effect
on, and amended through, the date hereof (the "Credit Agreement") is further
amended and restated in its entirety, and (iii) the date on which the
"Obligations" (as defined in the Credit Agreement) are repaid in full.

                  The Borrowers further, jointly and severally, promise to pay
interest on the unpaid principal amount of the indebtedness evidenced hereby
from the date advanced until such principal amount is paid in full, at the per
annum rate of twelve percent (12.0%). Accrued interest shall be payable, in
arrears, on the first day of each calendar month (for the immediately preceding
calendar month) commencing on the first such day following the date hereof and,
if not theretofore paid in full, on the Maturity Date. Notwithstanding the
foregoing, effective immediately upon the occurrence of an Event of Default, and
for as long thereafter as such Event of Default shall be continuing unwaived,
the principal balance outstanding hereunder, shall bear interest at the per
annum rate of fourteen percent (14.0%).

                  The Borrowers further, jointly and severally, agree and
covenant, that (i) proceeds of the loan advanced under this Term Loan Note shall
be used solely to repay Revolving Loans outstanding on the date hereof under the
Credit Agreement and hereby direct the Lender to disburse such proceeds directly
to the account specified in the Credit Agreement for payment of such Revolving
Loans and (ii) immediately upon the receipt by the Borrowers or any "Guarantor"
(as defined in the Credit Agreement) of any "Net Cash Proceeds of Sale" (as
defined in the Credit Agreement) with respect to the assets and property
identified on Exhibit A attached hereto and made a part hereof, to make or cause
to be made a mandatory prepayment of the principal indebtedness evidenced by
this Term Loan Note in an amount equal to the amount by which such Net Cash
Proceeds of Sale exceed the sum of (a) the amount by which the aggregate
principal of the Revolving Loans exceeds (1) the Maximum Revolving Credit Amount
MINUS (2) the Letter of Credit Obligations, PLUS (b) the amount by which that
portion of the Designated Prepayments arising from such Net Cash Proceeds of
Sale exceeds that portion of the Borrowing Base allocable to such property (or,
in the event of a sale of Capital Stock, the property of the issuer of such
Capital Stock) as of the date of such prepayment.

                  All payments of principal and interest in respect of this Term
Loan Note shall be made to the Lender in lawful money of the United States of
America in same day funds on the date due at New York, New York to such account
of the Lender at Citibank, N.A. as the Lender may designate. Funds received by
the Lender as aforesaid no later than 1:00 p.m. (New York time) on any given
Business Day shall be credited against payment to be made that day and funds
received by the Lender after that time shall be deemed to have been paid on the
next succeeding Business Day. Business Day shall mean a day in the applicable
local time which is not a Saturday or Sunday or a legal holiday and on which
banks are not required or permitted by law or other governmental action to close
in New York, New York. All payments made on account of principal hereof and
interest thereon shall be recorded by the Lender on its books and records.

<PAGE>

                  Each of the Borrowers hereby represents and warrants to the
Lender that the execution, delivery and performance of this Term Loan Note by
the Borrowers and the other agreements and documents executed and delivered in
connection herewith by the Borrowers and certain affiliates of the Borrowers
(collectively, the "Guaranty and Collateral Documents") do not and will not (i)
conflict with the "Organizational Documents" (as defined in the Credit
Agreement) or by-laws of any Borrower or affiliate a party to any of the
Guaranty and Collateral Documents, (ii) constitute a tortious interference with
any "Contractual Obligation" (as defined in the Credit Agreement) of any
Borrower or affiliate a party to such Guaranty and Collateral Documents, or
conflict with, result in a breach of or constitute (with or without notice or
lapse of time or both) a default under any "Requirement of Law" (as defined in
the Credit Agreement) or Contractual Obligation of any Borrower or affiliate a
party to such Guaranty and Collateral Documents, or require termination of any
such Contractual Obligation, (iii) result in or require the creation or
imposition of any lien whatsoever upon any property or assets of any Borrower or
affiliate a party to such Guaranty and Collateral Documents, other than the
liens contemplated by the Credit Agreement and "Loan Documents" (as defined in
the Credit Agreement), or require any approval of the shareholders of any
Borrower or affiliate a party to such Guaranty and Collateral Documents.

                  Each Borrower has the requisite power and authority to
execute, deliver and perform this Term Loan Note and the other agreements and
documents executed and delivered by it in connection herewith and each of the
affiliates of the Borrowers a party to the Guaranty and Collateral Documents has
the requisite power and authority to execute, deliver and perform such Guaranty
and Collateral Documents. The execution, delivery and performance of this Term
Loan Note and the Guaranty and Collateral Documents have been duly authorized by
all necessary corporate action and such authorization has not been rescinded. No
other corporate action or proceedings on the part of any Borrower or affiliate
thereof a party to the Guaranty and Collateral Documents are necessary to
consumamte such transactions. This Term Loan Note and each of the Guaranty and
Collateral Documents have been duly executed and delivered on behalf of the
Borrowers and their affiliates a party thereto and constitute such person's
legal, valid and binding obligation, enforceable against such person in
accordance with its terms.

                  Each of the following occurrences shall constitute an Event of
Default under this Term Loan Note: (i) the Borrowers shall fail to pay when due
any principal of or interest on the indebtedness evidenced by this Term Loan
Note in accordance with the terms hereof, and (ii) there shall occur any "Event
of Default" (as defined in, and set forth pursuant to Section 12.01 of, the
Credit Agreement).

                  Upon the occurrence of an Event of Default described in
Section 12.01(f), 12.10(g) or 12.01(h) of the Credit Agreement, the unpaid
principal amount evidenced by this Term Loan Note shall become, and upon the
occurrence and during the continuance of all other Events of Default, such
unpaid principal amount may be declared by the Lender to be, due and payable.

                  The indebtedness evidenced by this Term Loan Note is secured
pursuant to the terms of that certain Collateral Document Amendment of even date
herewith between the Borrowers and certain affiliates of the Borrowers, as
grantors, Citicorp USA, Inc., a Delaware corporation, in its capacity as agent,
as grantee, and the Lender.

                  The Borrowers, jointly and severally, agree upon demand to
pay, or reimburse the Lender for, all of the Lender's reasonable internal and
external audit, legal, appraisal, valuation, filing, document duplication and
reproduction and investigation expenses and for all other out-of-pocket costs
and expenses of every type and nature (including, without limitation, the
reasonable fees, expenses and disbursements of Sidley & Austin, local legal
counsel, auditors, accountants, appraisers, printers, insurance and
environmental advisers, and other consultants and agents) incurred by the Lender
in connection with (i) the preparation, negotiation, and execution of this Term
Loan Note and the agreements and documents executed and delivered in connection
therewith and the Lender's periodic reviews and audits of the Borrowers and
guarantors of the indebtedness evidenced hereby; (ii) the preparation,
negotiation, execution and interpretation of this Term Loan Note and the
agreements and documents executed and delivered in connection therewith; (iii)
the creation, perfection or protection of the liens securing this Term Loan Note
(including, without limitation, any reasonable fees and expenses for local
counsel in various jurisdictions); (iv) consultation with attorneys in
connection therewith and with respect to the Lender's rights and
responsibilities under this Term Loan Note and the agreements and documents
executed and delivered in connection therewith; (v) the protection, collection
or enforcement of any of the obligations evidenced hereby or by such other
agreements and documents; (vi) the commencement, defense or intervention in any
court proceeding relating in any way to such


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<PAGE>

obligations, any security therefor, any Borrower, any guarantor thereof, this
Term Loan Note or any of such other agreements and documents; (vii) the response
to, and preparation for, any subpoena or request for document production with
which the Lender is served or deposition or other proceeding in which the Lender
is called to testify, in each case, relating in any way to such obligations, any
security therefor, any Borrower, any guarantor thereof, this Term Loan Note or
any of such other agreements and documents; and (viii) any amendments, consents,
waivers, assignments, restatements, or supplements to this Term Loan Agreement
or any of such agreements and documents and the preparation, negotiation, and
execution of the same.

                  The Borrowers, jointly and severally, further agree to pay or
reimburse the Lender, upon demand, for all out-of-pocket costs and expenses,
including, without limitation, reasonable attorneys' fees (including allocated
costs of internal counsel and costs of settlement) incurred by the Lender after
the occurrence of an Event of Default (i) in enforcing this Term Loan Note and
the agreements and documents executed and delivered in connection therewith and
the security therefor or exercising or enforcing any other right or remedy
available by reason of such Event of Default; (ii) in connection with any
refinancing or restructuring of the credit arrangements provided under this Term
Loan Note in the nature of a "work-out" or in any insolvency or bankruptcy
proceeding; (iii) in commencing, defending or intervening in any litigation or
in filing a petition, complaint, answer, motion or other pleadings in any legal
proceeding relating to the obligations evidenced hereby, any Borrower, any
guarantor thereof, or security therefor and related to or arising out of the
transactions contemplated hereby or by any of the agreements and documents
executed in connection herewith; and (iv) in taking any other action in or with
respect to any suit or proceeding (bankruptcy or otherwise) described in CLAUSES
(I) through (III) above.

                  The Borrowers, jointly and severally, further agree (a) to
indemnify and hold harmless the Lender and each of its officers, directors,
employees, attorneys and agents (collectively, the "Indemnitees") from and
against any and all liabilities, obligations, losses (other than loss of
profits), damages, penalties, actions, judgments, suits, claims, costs, expenses
and disbursements of any kind or nature whatsoever and including, without
limitation, the fees and disbursements of counsel for such Indemnitees in
connection with any investigative, administrative or judicial proceeding,
whether or not such Indemnitees shall be designated a party thereto), imposed
on, incurred by, or asserted against such Indemnitees in any manner relating to
or arising out of (i) this Term Loan Note or the agreements and documents
executed and delivered in connection therewith, the making of the loan evidenced
hereby, the management of such loan, the use or intended use of the proceeds of
such loan, or any of the other transactions contemplated by any of the
agreements and documents executed and delivered in connection herewith, or (ii)
any liabilities and costs relating to any violation by any Borrower or
guarantor, or their respective predecessors-in-interest, of any environmental,
health or safety requirements of law, the past, present or future operations of
any Borrower or guarantor, or any of their respective predecessors-in-interest,
or, the past, present or future environmental, health or safety condition of any
respective past, present or future property of such persons, the presence of
asbestos-containing materials at any respective past, present or future property
of such persons, or the release or threatened release of any contaminant into
the environment by any Borrower or guarantor, or their respective
predecessors-in-interest, or the release or threatened release of any
contaminant into the environment from or at any facility to which any Borrower
or guarantor, or their respective predecessors-in-interest, sent or directly
arranged the transport of any contaminant (collectively, the "Indemnified
Matters"); PROVIDED, HOWEVER, the Borrowers shall have no obligation to an
Indemnitee hereunder with respect to Indemnified Matters caused by or resulting
from the willful misconduct or gross negligence of such Indemnitee, as
determined by a final, non-appealable order of a court of competent jurisdiction
and (b) not to assert any claim against any of the Indemnified Parties on any
theory of liability for special, indirect, consequential or punitive damages
arising out of, or in any way in connection with, the loans made hereunder or
the transactions evidenced by the agreements and documents executed and
delivered in connection herewith, and/or any other matters governed by this Term
Loan Note and such other agreements and documents. To the extent that the
undertaking to indemnify, pay and hold harmless set forth in the preceding
sentence may be unenforceable because it is violative of any law or public
policy, each Borrower shall contribute the maximum portion which it is permitted
to pay and satisfy under applicable law, to the payment and satisfaction of all
Indemnified Matters incurred by the Indemnitees. The Lender agrees to notify the
Borrowers of the institution or assertion of any Indemnified Matter, but the
parties hereto hereby agree that the failure to so notify the Borrowers shall
not release any Borrower from its obligations hereunder, except to the extent of
any material increase in the liabilities of such Borrower hereunder directly
resulting from such failure to receive notice from such Indemnitees.

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<PAGE>

                  Any notice or other communication herein required or permitted
to be given shall be in writing and may be personally served, sent by facsimile
transmission or courier service or United States certified mail and shall be
deemed to have been given when delivered in person or by courier service, upon
receipt of a facsimile transmission, or four (4) Business Days after deposit in
the United States mail with postage prepaid and properly addressed. For the
purposes hereof, the addresses of the parties hereto (until notice of a change
thereof is delivered as provided herein) shall be as set forth below:

                  If to the Borrowers:

                  c/o Aviation Sales Company
                  6905 N.W. 25th Street
                  Miami, Florida  33122
                  Attn: Dale S. Baker
                  Telecopy:  305-599-6626

                  with a copy to:

                  Akerman Senterfitt & Eidson, P.A.
                  SunTrust International Center
                  28th Floor
                  One S.E. 3rd Avenue
                  Miami, Florida  33131-1704
                  Attn:  William C. Arnhols
                  Telecopy:  305-374-5095

                  If to the Lender:

                  Citicorp USA, Inc.
                  399 Park Avenue
                  6th Floor, Zone 4
                  New York, New York  10043
                  Attn:  Shapeligh B. Smith
                  Telecopy:  212-793-1290

                  with a copy to:

                  Sidley & Austin
                  Bank One Plaza
                  10 South Dearborn Street
                  Chicago, Illinois  60603
                  Attn:  DeVerille A. Huston
                  Telecopy:  312-853-7036

or, as to each party, at such other address as may be designated by such party
in a written notice to all of the other parties to this Agreement.

                  Demand, presentment, diligence, protest and notice of
nonpayment are hereby waived by the Borrowers.

                  This Term Loan Note shall be binding upon the parties hereto
and their respective successors and assigns and shall inure to the benefit of
the parties hereto and the successors and assigns of the Lender. The rights
hereunder of the Borrowers, or any interest therein, may not be assigned without
the written consent of the Lender.

                  No failure or delay on the part of the Lender in the exercise
of any power, right or privilege under this Term Loan Note shall impair such
power, right or privilege or be construed to be a waiver of any default or
acquiescence therein, nor shall any single or partial exercise of any such
power, right or privilege preclude other or


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<PAGE>

further exercise thereof or of any other right, power or privilege. All rights
and remedies existing under this Term Loan Note are cumulative with and not
exclusive of any rights or remedies otherwise available.

                  THE LENDER AND EACH OF THE BORROWERS IRREVOCABLY AND
UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE
JURISDICTION OF ANY NEW YORK STATE COURT OR FEDERAL COURT SITTING IN NEW YORK,
NEW YORK, AND ANY COURT HAVING JURISDICTION OVER APPEALS OF MATTERS HEARD IN
SUCH COURTS, IN ANY ACTION OR PROCEEDING ARISING OUT OF, CONNECTED WITH, RELATED
TO OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH
THIS TERM LOAN NOTE OR ANY OTHER LOAN DOCUMENT, WHETHER ARISING IN CONTRACT,
TORT, EQUITY OR OTHERWISE, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT,
AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL
CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED
IN SUCH STATE COURT OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT.
EACH BORROWER IRREVOCABLY DESIGNATES AND APPOINTS CT CORPORATION SYSTEM, INC.,
1633 BROADWAY, NEW YORK, NEW YORK 10019 AS ITS AGENT (THE "PROCESS AGENT") FOR
SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT, SUCH SERVICE
BEING HEREBY ACKNOWLEDGED TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT.
EACH OF THE LENDER AND THE BORROWERS AGREES THAT A FINAL JUDGMENT IN ANY SUCH
ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.
EACH BORROWER WAIVES IN ALL DISPUTES ANY OBJECTION THAT IT MAY HAVE TO THE
LOCATION OF THE COURT CONSIDERING THE DISPUTE.

                  EACH BORROWER AGREES THAT THE LENDER SHALL HAVE THE RIGHT TO
PROCEED AGAINST SUCH BORROWER OR ITS PROPERTY IN A COURT IN ANY LOCATION TO
ENABLE THE LENDER TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE
OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER ENTERED IN FAVOR OF
THE LENDER. EACH BORROWER AGREES THAT IT WILL NOT ASSERT ANY PERMISSIVE
COUNTERCLAIMS IN ANY PROCEEDING BROUGHT BY THE LENDER TO REALIZE ON THE
COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT
OR OTHER COURT ORDER IN FAVOR OF THE LENDER. EACH BORROWER WAIVES ANY OBJECTION
THAT IT MAY HAVE TO THE LOCATION OF THE COURT IN WHICH THE LENDER MAY COMMENCE A
PROCEEDING DESCRIBED IN THIS SECTION.

                  EACH BORROWER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS
OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE
MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO
THE PROCESS AGENT OR SUCH BORROWER'S NOTICE ADDRESS SPECIFIED BELOW, SUCH
SERVICE TO BECOME EFFECTIVE FIVE (5) DAYS AFTER SUCH MAILING. EACH BORROWER
IRREVOCABLY WAIVES ANY OBJECTION (INCLUDING, WITHOUT LIMITATION, ANY OBJECTION
OF THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS) WHICH IT
MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING WITH
RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY JURISDICTION SET
FORTH ABOVE. NOTHING HEREIN SHALL AFFECT THE RIGHT TO SERVE PROCESS IN ANY OTHER
MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF THE AGENT TO BRING
PROCEEDINGS AGAINST ANY BORROWER IN THE COURTS OF ANY OTHER JURISDICTION.

                  EACH OF THE LENDER AND BORROWERS IRREVOCABLY WAIVES TRIAL BY
JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT. ANY OF THE BORROWERS OR LENDER MAY FILE AN ORIGINAL OR A COPY OF
THIS TERM LOAN NOTE WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE
PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

                  THIS TERM LOAN NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

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<PAGE>

                  Each Borrower represents and warrants to the Lender that it
has discussed this Term Loan Note with its counsel.

                  Each of the Borrowers agrees that it shall be jointly and
severally liable for all of the indebtedness evidenced by this Term Loan Note.
Each of the Borrowers is accepting joint and several liability hereunder in
consideration of the financial accommodations to be provided by the Lender
hereunder, for the mutual benefit, directly and indirectly, of each of the
Borrowers and in consideration of the undertakings of each of the Borrowers to
accept joint and several liability for the obligations of each of them. Each of
the Borrowers jointly and severally hereby irrevocably and unconditionally
accepts, not merely as a surety but also as a co-debtor, joint and several
liability with the other Borrowers with respect to the payment and performance
of all of the indebtedness evidenced hereby, it being the intention of the
parties hereto that all of such indebtedness shall be the joint and several
obligations of each of the Borrowers without preferences or distinction among
them. If and to the extent that any of the Borrowers shall fail to make any
payment with respect to any of such indebtedness as and when due or to perform
any of the agreements contained herein in accordance with the terms thereof,
then in each such event, the other Borrowers will make such payment with respect
to, or perform, such agreement. The obligations of each Borrower under the
provisions hereof constitute full recourse obligations of such Borrower,
enforceable against it to the full extent of its properties and assets,
irrespective of the validity, regularity or enforceability of this Term Loan
Note or any other circumstances whatsoever. Except as otherwise expressly
provided herein, each Borrower hereby waives notice of acceptance of its joint
and several liability, notice of the advance of the principal amount of the loan
made hereunder, notice of occurrence of any Event of Default, or of any demand
for any payment under this Term Loan Note, notice of any action at any time
taken or omitted by the Lender under or in respect of any of the obligations
hereunder, any requirement of diligence and, generally, all demands, notices and
other formalities of every kind in connection with this Term Loan Note. Each
Borrower hereby assents to, and waives notice of, any extension or postponement
of the time for the payment of any of such obligations, the acceptance of any
partial payment thereon, any waiver, consent or other action or acquiescence by
the Lender at any time or times in respect of any default by any Borrower in the
performance or satisfaction of any term, covenant, condition or provision of
this Term Loan Note, any and all other indulgences whatsoever by the Lender in
respect of any of such obligations, and the taking, addition, substitution or
release, in whole or in part, at any time or times, of any security for any of
such obligations or the addition, substitution or release, in whole or in part,
of any Borrower. Without limiting the generality of the foregoing, each Borrower
assents to any other action or delay in acting or failure to act on the part of
the Lender, including, without limitation, any failure strictly or diligently to
assert any right or to pursue any remedy or to comply fully with the applicable
laws or regulations thereunder which might, but for the provisions of this
paragraph, afford grounds for terminating, discharging or relieving such
Borrower, in whole or in part, from any of its obligations hereunder, it being
the intention of each Borrower that, so long as any of the obligations evidenced
by this Term Loan Note remain unsatisfied, the obligations of such Borrower
under this paragraph shall not be discharged except by performance and then only
to the extent of such performance. The obligations of each Borrower under this
paragraph shall not be diminished or rendered unenforceable by any winding up,
reorganization, arrangement, liquidation, reconstruction or similar proceeding
with respect to any Borrower or the Lender. The joint and several liability of
the Borrowers hereunder shall continue in full force and effect notwithstanding
any absorption, merger, amalgamation or any other change whatsoever in the name,
membership, constitution or place of formation of any Borrower or the Lender.
The provisions of this paragraph are made for the benefit of the Lender and its
successors and assigns, and may be enforced by any such person from time to time
against any of the Borrowers as often as occasion therefor may arise and without
requirement on the part of any such person first to marshal any of its claims or
to exercise any of its rights against any of the other Borrowers or to exhaust
any remedies available to it against any of the other Borrowers or to resort to
any other source or means of obtaining payment of any of the indebtedness
evidenced hereto or to elect any other remedy. The provisions of this paragraph
shall remain in effect until all the indebtedness evidenced hereby shall have
been paid in full or otherwise fully satisfied. If at any time, any payment, or
any part thereof, made in respect of any of such indebtedness, is rescinded or
must otherwise be restored or returned by the Lender upon the insolvency,
bankruptcy or reorganization of any of the Borrowers, or otherwise, the
provisions of this paragraph will forthwith be reinstated in effect, as though
such payment had not been made. Notwithstanding any provision to the contrary
contained herein, to the extent the joint obligations of a Borrower shall be
adjudicated to be invalid or unenforceable for any reason (including, without
limitation, because of any applicable state or federal law relating to
fraudulent conveyances or transfers) then the obligations of each Borrower
hereunder shall be limited to the maximum amount that is permissible under
applicable law (whether federal or state and including, without limitation, the
federal Bankruptcy Code). The Borrowers hereby agree, as among themselves, that
if any Borrower shall become an Excess Funding


                                       6
<PAGE>

Borrower (as defined below), each other Borrower shall, on demand of such Excess
Funding Borrower (but subject to the next sentence hereof and to subsection (B)
below), pay to such Excess Funding Borrower an amount equal to such Borrower's
Pro Rata Share (as defined below and determined, for this purpose, without
reference to the properties, assets, liabilities and debts of such Excess
Funding Borrower) of such Excess Payment (as defined below). The payment
obligation of any Borrower to any Excess Funding Borrower under this paragraph
shall be subordinate and subject in right of payment to the prior payment in
full of the indebtedness of such Borrower under the other provisions of this
Term Loan Note, and such Excess Funding Borrower shall not exercise any right or
remedy with respect to such excess until payment and satisfaction in full of all
of such obligations. For purposes hereof, (i) "Excess Funding Borrower" shall
mean, in respect of any obligations arising under the other provisions of this
Term Loan Note (hereafter, the "Joint Obligations"), a Borrower that has paid an
amount in excess of its Pro Rata Share of the Joint Obligations; (ii) "Excess
Payment" shall mean, in respect of any Joint Obligations, the amount paid by an
Excess Funding Borrower in excess of its Pro Rata Share of such Joint
Obligations; and (iii) "Pro Rata Share", for the purposes of this paragraph,
shall mean, for any Borrower, the ratio (expressed as a percentage) of (A) the
amount by which the aggregate present fair saleable value of all of its assets
and properties exceeds the amount of all debts and liabilities of such Borrower
(including contingent, subordinated, unmatured, and unliquidated liabilities,
but excluding the obligations of such Borrower hereunder) to (B) the amount by
which the aggregate present fair saleable value of all assets and other
properties of such Borrower and all of the other Borrowers exceeds the amount of
all of the debts and liabilities (including contingent, subordinated, unmatured,
and unliquidated liabilities, but excluding the obligations of such Borrower and
the other Borrowers hereunder) of such Borrower and all of the other Borrowers,
all as of the date hereof.

                  IN WITNESS WHEREOF, each of the Borrowers has caused this Term
Loan Note to be executed and delivered by its duly authorized officer as of the
day and year first above written.

AVIATION SALES DISTRIBUTION                          AEROCELL STRUCTURES, INC.
 SERVICES COMPANY


By___________________________                        By________________________
  Harold M. Woody                                      Harold M. Woody
  Executive Vice President                             Title:


AVS/KRATZ-WILDE MACHINE COMPANY                      WHITEHALL CORPORATION


By___________________________                        By________________________
  Harold M. Woody                                      Harold M. Woody
  Title:                                               Title:



TRIAD INTERNATIONAL MAINTENANCE                      APEX MANUFACTURING, INC.
 CORPORATION

By___________________________                        By________________________
  Harold M. Woody                                      Harold M. Woody
  Title:                                               Title:


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<PAGE>


AIRCRAFT INTERIOR DESIGN, INC.                       CARIBE AVIATION, INC.


By___________________________                        By________________________
  Harold M. Woody                                      Harold M. Woody
  Title:                                               Title:


AVIATION SALES LEASING COMPANY                       TIMCO ENGINE CENTER, INC.


By__________________________                         By________________________
  Harold M. Woody                                      Harold M. Woody
  Title:                                               Title:



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