Participation Agreement

Contract

by TIMCO Aviation Services
December 18th, 2000

                                                                   EXHIBIT 10.19


                    Amendment and Consent Agreement No. 5 for
                           Participation Agreement and
                       Certain Other Operative Agreements


         THIS AMENDMENT AND CONSENT AGREEMENT (the "Amendment Agreement") is
made and entered into as of the 1st day of December, 2000, by and among AVIATION
SALES COMPANY, a Delaware corporation ("Aviation Sales"), as Construction Agent
(the "Construction Agent"); AVIATION SALES COMPANY, as Lessee (the "Lessee");
FIRST SECURITY BANK, NATIONAL ASSOCIATION, a national banking association, not
individually, except as expressly stated in the Operative Agreements, but solely
as Owner Trustee under the Aviation Sales Trust 1998-1 (the "Owner Trustee");
BANK OF AMERICA, N.A., successor to NationsBank, National Association ("Bank of
America"), as a Holder and as a Lender; BANK OF AMERICA, N.A., successor to
NationsBank, National Association, as Administrative Agent (the "Agent"); each
of the holders party to the Trust Agreement (defined below) (the "Holders");
each of the Lenders party to the Credit Agreement (defined below)(the
"Lenders"); and each of the Guarantors party to the Guaranty Agreement (defined
below).

                                W I T N E S S E T H:

         WHEREAS, the Construction Agent, the Lessee, the Owner Trustee, the
Agent, the Lenders and the Holders have entered into the Participation Agreement
dated as of December 17, 1998 (as amended, the "Participation Agreement"); and

         WHEREAS, the Owner Trustee, the Lenders and the Agent have entered into
the Credit Agreement dated as of December 17, 1998 (as amended, the "Credit
Agreement"); and

         WHEREAS, the Owner Trustee and the Lessee have entered into the Lease
Agreement dated as of December 17, 1998 (as amended, the "Lease" or "Lease
Agreement"); and

         WHEREAS, Aviation Sales, Subsidiaries of Aviation Sales, and the Agent
have entered into the respective Guaranty Agreements (Series A Obligations)
dated as of December 17, 1998, February 18, 2000, March 31, 2000 or May 31,
2000, as the case may be, (collectively, as amended, the "Series A Guaranty
Agreement"); and the Subsidiaries of Aviation Sales and the Owner Trustee have
entered into the respective Guaranty Agreements (Lessee Obligations) dated as of
December 17, 1998 February 18, 2000, March 31, 2000 or May 31, 2000, as the case
may be, (collectively, as amended, the "Lessee Guaranty Agreement", and
collectively with the Series A Guaranty Agreement and any other Guaranty
Agreement (as defined in the Participation Agreement), the "Guaranty Agreement"
or "Guaranty"); and

         WHEREAS, the Lessee desires to enter into certain transactions,
including without limitation a sublease of a portion of the Property in Miramar,
Florida, as described in Section 5 of this Amendment Agreement; and

         WHEREAS, the Lessee has requested the parties hereto to consent to such
transactions and to amend the Lease Agreement and certain other Operative
Agreements; and




         WHEREAS, the parties hereto are willing to grant the consents set forth
herein, and agree to the amendments to the Operative Agreements set forth
herein, all subject to the terms and conditions set forth herein;

         NOW, THEREFORE, the Construction Agent, the Lessee, the Owner Trustee,
the Holders, the Agent and the Lenders do hereby agree as follows:

         1. Definitions. The terms "Participation Agreement", "Credit
Agreement", "Lease" and "Lease Agreement", as used herein and in the Operative
Documents (as defined in the Participation Agreement) shall mean such agreements
as hereby amended and modified, and as further amended, modified, supplemented
or restated from time to time in accordance with the terms thereof. Unless the
context otherwise requires, all terms used herein without definition shall have
the definition provided therefor in the Participation Agreement.

         2. Amendments to Participation Agreement. Subject to the conditions
hereof, the Participation Agreement is hereby amended, effective as of the date
hereof, as follows:

            (a) The last sentence of Section 5.6 of the Participation Agreement
      is amended by deleting the comma at the end of clause (y); deleting the
      symbol "(y)" before "the Total Commitment"; and deleting the clause "and
      (z) simultaneously with such reduction in Commitments and Holder
      Commitments, the amount of the Letter of Credit shall be reduced by an
      amount equal to the Funding Shortfall".

            (b) Section 10.3(h) of the Participation Agreement is amended in its
      entirety, so that as amended it reads as follows:

                  "(h) The Lessee and the Construction Agent agree that they
            shall, so long as any Commitment or Holder Commitment Exists, or any
            obligation remains unpaid under any Operative Agreements, maintain
            the Letter of Credit, in form and substance satisfactory to the
            Agent, securing the L/C Obligations (defined below) of the Lessee
            and the Construction Agent in an amount not less than $9,000,000.
            'L/C Obligations' means, collectively, (A) any obligations of the
            Lessee or the Construction Agent under the Guaranty Agreement, (B)
            any payment identified as a payment pursuant to Section 22.1(b) of
            the Lease (or otherwise) of the Maximum Residual Guaranty Amount (or
            any such lesser amount as may be required pursuant to such Section)
            in respect of the Properties, and (C) upon and during the
            continuation of an Event of Default, any obligations of the Lessee
            or the Construction Agent under any Operative Agreement. The parties
            hereto agree that the failure to maintain the Letter of Credit in
            the amount required by this Section 10.3(h) shall constitute an
            immediate and automatic Lease Event of Default, Credit Agreement
            Event of Default and Agency Agreement Event of Default."

            (c) Appendix A to the Participation Agreement is amended by adding
      each of the following


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      definitions, in the appropriate alphabetical order; each of the following
      definitions of any term replaces any previous definition of such term that
      may have appeared in the Participation Agreement:

                        " 'Amendment No. 5' shall mean that certain Amendment
                  and Consent Agreement No. 5 for Participation Agreement and
                  Certain Other Operative Agreements, dated as of December 1,
                  2000, among the Construction Agent, the Lessee, the Owner
                  Trustee, the Agent, the Lenders parties thereto and the
                  Holders parties thereto."

                        " 'Assignment of Sublease' shall mean, the Assignment of
                  Lease dated as of December 1, 2000, among the Trustee, the
                  Lessee, Bank of America as a Lender and Holder, and the Agent,
                  as such agreement, may be amended, modified, restated or
                  supplemented from time to time in accordance with the terms
                  thereof."

                        " 'Citibank' shall mean Citibank, N.A."

                        " 'Letter of Credit' shall mean that certain standby
                  letter of credit dated December 19, 1989, issued by Citibank
                  in favor of the Agent, securing the obligations of the Lessee
                  and Construction Agent under the Operative Agreements, as such
                  letter of credit may be amended, modified, restated or
                  supplemented from time to time."

                        " 'KAV' shall mean KAV Inventory, LLC, a Delaware
                  limited liability company."

                        " 'KAV Credit Agreement' shall mean the Loan and
                  Security Agreement dated as of December 1, 2000, among KAV,
                  the financial institutions party thereto from time to time,
                  Bank of America, N.A., as agent and security trustee for such
                  lenders, and Banc of America Securities LLC, as syndication
                  agent, as such agreement may be amended, modified or restated
                  from time to time."

                        " 'Kellstrom' shall mean Kellstrom Industries, Inc."

                        " 'Kellstrom Credit Agreement' shall mean the Amended
                  and Restated Loan and Security Agreement dated as of December
                  14, 1998, among Kellstrom and certain of its subsidiaries
                  named therein, the financial institutions party thereto from
                  time to time, Bank of America, N.A., as agent for such
                  lenders, and Banc of America Securities LLC, as syndication
                  agent, as such agreement may be amended, modified or restated
                  from time to time."

                        " 'Kellstrom Sublease' shall mean that certain Lease
                  dated December 1, 2000, between Aviation Sales and Kellstrom,
                  a copy of which is attached as Exhibit B to Amendment No. 5,
                  as such Lease may be amended, modified or restated from time
                  to time."


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            (d) The definition of "Operative Agreements" in Appendix A to the
      Participation Agreement is amended by inserting the phrase "the Assignment
      of Sublease," immediately after "the Letter of Credit,".

         3. Amendments to Credit Agreement. Subject to the conditions hereof,
the Credit Agreement is hereby amended, effective as of the date hereof, as
follows:

            (a) Section 6(k) of the Credit Agreement is amended by deleting the
      phrase "or any sublease by Lessee permitted under Section 25.2(b) of the
      Lease".

         4. Amendments to Lease Agreement. Subject to the conditions hereof, the
Lease Agreement is hereby amended, effective as of the date hereof, as follows:

            (a) Section 17.1 of the Lease Agreement is amended by deleting the
      word "or" at the end of subsection (o); deleting the comma at the end of
      subsection (p) and replacing it with a semi-colon; and inserting the
      following subsections (q) - (t) immediately after subsection (p):

                  "(q) the failure of the Lessee to give notice to the Agent and
            the Lessor of any "Event of Default" (as defined in the Kellstrom
            Sublease) within five (5) Business Days of the Lessee obtaining
            notice or actual knowledge of such "Event of Default";

                  "(r) the Kellstrom Sublease shall be amended, modified,
            supplemented or restated in any respect without the prior written
            consent of the Agent (in its sole discretion);

                  "(s) Kellstrom or the Lessee shall contend (or any court or
            Governmental Authority shall determine): (i) that the Kellstrom
            Sublease is not a "true lease" or "operating lease", or (ii) that
            the Kellstrom Sublease constitutes a loan agreement, sale agreement,
            finance lease or capital lease, or (iii) that the Kellstrom Sublease
            otherwise effectuates a sale, finance lease or capital lease of any
            Equipment, any Improvement, or any portion of any Property; or

                  "(t) the Lessee shall otherwise sell any Equipment, any
            Improvement or any other Property (whether pursuant to the Kellstrom
            Sublease or otherwise),"

         5. Proposed Transactions involving the Lessee, certain of its
Subsidiaries, Kellstrom and KAV. Aviation Sales has informed the Owner Trustee,
the Agent, the Lenders and the Holders of the desire of Aviation Sales and its
wholly-owned Subsidiary, Aviation Sales Distribution Services Company
("Distribution") to sell substantially all of Distribution's assets in a series
of transactions which are intended to constitute a single transaction and, in
connection with which:

         (a)      Joint Venture.


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                  (i) Aviation Sales and Kellstrom Industries, Inc.
         ("Kellstrom") will organize a Delaware limited liability company to be
         known as KAV Inventory, LLC ("KAV") and each will make an initial
         contribution in the amount of $500 to the capital of KAV (such
         Investment by the Lessee being referred to as the "AVS/KAV Joint
         Venture Capital Investment") in return for a 50% equity interest
         therein as more particularly described in that certain Operating
         Agreement dated as of September 20, 2000 (the "Operating Agreement"),

                  (ii) Aviation Sales and Kellstrom agree to make, on a pari
         passu basis, certain loans to KAV to pay certain fees and expenses of
         KAV, as more particularly described in the Operating Agreement (such
         loans from Aviation Sales being collectively referred to as the
         "AVS/KAV Joint Venture Loans"), and

                  (iii) a Letter of Credit will be required to be issued under
         the Credit Agreement in the face amount of $8,500,000 naming the agent
         for lenders to KAV as beneficiary (the "KAV Letter of Credit") as part
         of the credit support required for KAV to be able to obtain certain
         financing to facilitate its acquisition of certain of the assets of
         Distribution as more particularly described below.

         (b)      Asset Dispositions.



                  (i) Caribe Aviation, Inc. ("Caribe") will transfer title to
         the Inventory identified on Schedule 6.14(a) to the "Inventory Purchase
         Agreement" (as defined below), to Distribution, and Aerocell
         Structures, Inc. ("Aerocell") will transfer title to the inventory
         identified on Schedule 6.14(b) to the Inventory Purchase Agreement to
         Distribution, in each instance to enable Distribution to include the
         same as part of the Inventory described in clause (ii) below which is
         to be sold to KAV under the Inventory Purchase Agreement (such
         transfers of Inventory by Caribe and Aerocell to Distribution being
         collectively referred to as the "Caribe/Aerocell Inventory Transfers");
         and Aviation Sales Leasing Company ("Leasing") will transfer title to
         the aircraft engines identified on Exhibit B to the "Citicorp Consent"
         (defined below) to Distribution to enable Distribution to include the
         same as part of the Inventory described in clause (ii) below which is
         to be sold to KAV under the Inventory Purchase Agreement (such transfer
         of engines by Leasing to Distribution being referred to as the "Leasing
         Engine Transfer"),

                  (ii) Distribution will sell to KAV pursuant to the terms of
         that certain Inventory Purchase Agreement dated as of September 20,
         2000, as amended by letter agreements dated November 14, 2000 and
         November 17, 2000 (the "Inventory Purchase Agreement") Distribution's
         inventory, including, without limitation, the inventory of aircraft
         engines, aircraft parts and aircraft engine parts set forth on Schedule
         2.1(a) to the Inventory Purchase Agreement wherever located and in
         existence on the "Closing Date" (as defined in the Inventory Purchase
         Agreement) and all data, records and other documentation in any media
         or medium relating to such inventory, as more particularly described in
         the Inventory Purchase Agreement for a purchase price equal to 89% of
         the


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         "Adjusted Book Value" of the "Purchased Inventory", as more
         particularly described below,

                  (iii) Aviation Sales will grant to KAV, pursuant to the terms
         of that certain License Agreement to be executed and delivered on the
         "Closing Date" (as defined in the Kellstrom Purchase Agreement) (the
         "License Agreement"), a limited right to use the mark "Aviation Sales"
         for a limited time and in a limited manner following such Closing Date,

                  (iv) Distribution will (a) sell to Kellstrom, pursuant to the
         terms of that certain Asset Purchase Agreement dated as of September
         20, 2000, as amended by letter agreements dated November 14, 2000,
         November 17, 2000 and December 1, 2000 (the "Kellstrom Purchase
         Agreement") all of Distribution's business, operations, properties and
         assets of every kind and description, tangible or intangible
         (including, without limitation, the KAV Senior Subordinated Note A
         referenced in Section 5(c) below), wherever located on the "Closing
         Date" (as defined in the Kellstrom Purchase Agreement) other than (1)
         those assets described on Exhibit D to the Citicorp Consent, (2) the
         inventory being sold to KAV under the Inventory Purchase Agreement, and
         (3) the equipment described on Exhibit E to the Citicorp Consent, which
         equipment is the subject of the equipment lease described in clause (b)
         below (the assets described in (1), (2) and (3) being referred to as
         the "Kellstrom Sale Excluded Assets") for a purchase price equal to the
         book value of such assets on such Closing Date as more particularly
         described below, (b) lease to Kellstrom, pursuant to the terms of that
         certain Equipment Lease Agreement dated as of December 1, 2000 (the
         "Equipment Lease"), all of Distribution's equipment and (c) lease to
         Kellstrom, pursuant to the terms of that certain Lease dated as of
         December 1, 2000 (the "Kellstrom Real Property Lease"), certain parcels
         of real property located in Pearland, Brazoria County, Texas, including
         the land and all buildings, structures and other improvements situated
         thereon and property and interests in property attendant thereto, as
         more particularly described and defined as the "Realty" and "Included
         Personal Property" in Section 1 of the Kellstrom Real Property Lease
         (the Equipment Lease and Kellstrom Real Property Lease being
         collectively referred to as the "Kellstrom Fixed Assets Leases"), and

                  (v) Pursuant to the Kellstrom Sublease, Aviation Sales will
         sublease a portion of the Property located in Miramar, Florida (the
         "Miramar Property") to Kellstrom and, in connection therewith, inter
         alia, the letter of credit support for the transactions under the TROL
         Documents will be reduced to $9,000,000, and Aviation Sales will assign
         its rights under the Kellstrom Sublease to the Lessor and the Agent
         (for itself and on behalf of the Lenders and the Holders).

                  The sales of assets provided for under the Kellstrom Purchase
         Agreement and the Inventory Purchase Agreement are hereinafter
         collectively referred to as the "Distribution Asset Sales". The leases
         of assets provided for under the Kellstrom Fixed Asset Lease
         (including, without limitation, any purchase of the subject assets on
         the terms provided therein) are hereinafter referred to as the
         "Distribution Asset Lease". The sublease of a portion of the Miramar
         Property under the Kellstrom Sublease and the assignments of the
         Kellstrom Sublease under the Assignment of Sublease are hereinafter
         referred to as the "Miramar Transaction". The assets transferred as
         contemplated by the Caribe/Aerocell Inventory Transfers, the Leasing
         Engine Transfer, and under the terms of the Kellstrom


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         Purchase Agreement and the Inventory Purchase Agreement are hereinafter
         referred to collectively as the "Transferred Assets".

         (c) Purchase Price and Payment Terms.

         The Caribe/Aerocell Inventory Transfers and Leasing Engine Transfer
will be reflected on the books and records of the respective parties to such
transfers and consideration therefor will be entered at book value.

         The purchase price and payment terms thereof for each of the
Distribution Asset Sales are as follows:

                  (i) The purchase price under the Kellstrom Purchase Agreement
         is cash and assumption of certain liabilities of Distribution and the
         cash portion thereof is to be estimated two days prior to the Closing
         Date (subject to adjustment thereafter as provided in Section 2.6 of
         the Kellstrom Purchase Agreement) and paid by wire transfer of
         immediately available funds on the Closing Date.

                  (ii) The purchase price under the Inventory Purchase Agreement
         is the amount equal to 89% of the "Adjusted Book Value" (as defined in
         the Inventory Purchase Agreement) of the "Purchased Inventory" (as
         defined in the Inventory Purchase Agreement) as of the Closing Date.
         Such purchase price is to be estimated two days prior to the Closing
         Date (subject to adjustment thereafter as provided in Section 2.5 of
         the Inventory Purchase Agreement) and paid as follows:

                  o        the maximum amount which may be borrowed by KAV on
                           the Closing Date under its "Senior Credit Facility"
                           to purchase the Purchased Inventory (not to exceed
                           71% of the estimated purchase price and currently
                           estimated to be approximately $103,600,000 (the "Cash
                           Purchase Price") will be paid by wire transfer of
                           immediately available funds on the Closing Date;

                  o        two promissory notes (collectively, the "KAV Senior
                           Subordinated Notes") each in an original principal
                           amount equal to the lesser of (1) 28.5% of the
                           difference between the Adjusted Book Value of the
                           Purchased Inventory and the amount of the Cash
                           Purchase Price (currently estimated to be
                           approximately $13,700,000) and (2) $20,000,000 will
                           be issued by KAV to Distribution, one of which (the
                           "KAV Senior Subordinated Note A") will be included in
                           the assets of Distribution sold to Kellstrom under
                           the Kellstrom Purchase Agreement as noted above;

                  o        a promissory note (the "KAV Subordinated Note") in an
                           original principal amount (currently estimated to be
                           $15,000,000) equal to the difference between (1) the
                           "Estimated Purchase Price" (determined as and when
                           referenced above) and (2) the sum of the Cash
                           Purchase Price and the aggregate original principal
                           amount of the KAV Senior Subordinated Notes will be
                           issued by KAV to Distribution and be subject to
                           possible increase in principal amount as and when
                           provided in Section 2.5(e) of the Inventory Purchase
                           Agreement;


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                  o        if required post-closing by the terms of the
                           Inventory Purchase Agreement, promissory notes (the
                           "KAV Senior Subordinated Adjustment Notes") in an
                           amount to be determined in accordance with Section
                           2.5(e) of the Inventory Purchase Agreement will be
                           issued by KAV to Distribution and Kellstrom.

         The KAV Senior Subordinated Notes will be senior to the KAV
         Subordinated Note and junior to the Senior Credit Facility and the KAV
         Senior Subordinated Adjustment Notes. The KAV Subordinated Note will be
         junior to the KAV Senior Subordinated Notes, the Senior Credit Facility
         and the KAV Senior Subordinated Adjustment Notes. The KAV Senior
         Subordinated Adjustment Note will be senior to the KAV Senior
         Subordinated Notes and junior to the Senior Credit Facility.

                  The financial terms of the Kellstrom Fixed Assets Lease are as
                  follows:

                  o        The term of the Equipment Lease is 12 months from and
                           after its effective date, with month-to-month
                           extensions thereafter until the equipment subject to
                           the Equipment Lease is returned to Distribution as
                           and when provided in the Equipment Lease or purchased
                           by Kellstrom as provided in the Equipment Lease.

                  o        The monthly rental under the Equipment Lease is one
                           percent (1%) per annum of the net book value of the
                           subject equipment, which is $92,577.16.

                  o        The Equipment Lease provides for (i) Distribution to
                           be able to obligate Kellstrom to purchase the subject
                           equipment for a purchase price equal to the net book
                           value of the equipment on termination of the
                           Equipment Lease or during a 30 day period thereafter
                           and (ii) Kellstrom to be able to obligate
                           Distribution to sell all or any part of the subject
                           equipment for a purchase price equal to the net book
                           value of the applicable equipment at any time during
                           the 12 months from and after the Equipment Lease
                           becomes effective.

                  o        The term of the Kellstrom Real Property Lease is 12
                           months from and after its effective date, subject to
                           extension for a period of up to six (6) months under
                           certain circumstances.

                  o        The monthly rental under the Kellstrom Real Property
                           Lease is to be finally determined on the "Closing
                           Date" and is estimated to be approximately $16,617.32
                           for the initial 12-month term.

                  o        The Kellstrom Real Property Lease provides for (i)
                           Distribution to be able to obligate Kellstrom to
                           purchase the subject Leased Premises during a 30 day
                           period after termination of the Kellstrom Real
                           Property Lease for a purchase price equal to the net
                           book value of such Leased Premises as of the
                           commencement of the lease term and (ii) Kellstrom be
                           able to obligate Distribution to sell the subject
                           Leased Premises at any time during the lease term for
                           a purchase price equal to the net book value of such
                           Leased Premises as of the commencement of the lease
                           term.

                  In connection with the Miramar Transaction:


                                       8


                  o        Kellstrom will sublease the subject portion of the
                           Miramar Property for a monthly "Minimum Rental"
                           amount as described on Schedule B to the Kellstrom
                           Sublease.

         6. Consent to Kellstrom Sublease. Subject to the conditions set forth
in this Amendment Agreement, the parties hereto consent to the Lessee entering
into the Kellstrom Sublease in the form attached hereto as Exhibit B, provided
that

         (a) Lessee shall remain fully liable for all obligations (including
without limitation all Rent and other obligations with respect to any Property
(or portion thereof) subject to the Kellstrom Sublease and any other Properties)
under the Lease, each Lease Supplement and the other Operative Agreements;

         (b) the Kellstrom Sublease shall not in any way discharge or diminish
any of Lessee's obligations to Lessor under the Lease and Lessee shall remain
directly and primarily liable under the Lease as to the Property (or portion
thereof) so sublet;

         (c) each insurance policy carried by Lessee pursuant to Article XIV of
the Lease shall be endorsed to name Kellstrom as an additional insured with
respect to that portion of the Property sublet to Kellstrom;

         (d) the Owner Trustee and the Agent (for itself and on behalf of the
Lenders and Holders) shall retain first, priority perfected Liens in any
Equipment, Improvements and Property that may be subject to the Kellstrom
Sublease; and

         (e) pursuant to the Assignment of Lease, the Lessee shall assign to the
Lessor and the Agent, and the Lessor shall assign to the Agent, all of the
Lessee's right, title and interest in, to and under the Kellstrom Sublease.

         7. Consent to Certain Proposed Transactions. Subject to the conditions
set forth in this Amendment Agreement, the parties hereto further consent to:

         (a) the AVS/KAV Joint Venture Investment, the AVS/KAV Joint Venture
Loans and the Investments resulting under promissory notes evidencing the
purchase price with respect to the Distribution Asset Sales;

         (b) the Caribe/Aerocell Inventory Transfers, the Leasing Engine
Transfer, the Distribution Asset Sales, the Distribution Asset Lease, the
Miramar Transaction (including, without limitation, those terms of the Miramar
Transaction referenced in Section 5(c) above), and the transaction described in
the License Agreement on the terms and conditions set forth herein and in the
Kellstrom Purchase Agreement, the Kellstrom Fixed Asset Lease, the Inventory
Purchase Agreement, the License Agreement, the Kellstrom Sublease and the
Assignment of Sublease, respectively;

         (c) application of the Net Cash Proceeds of Sale received by
Distribution with respect to the Distribution Asset Sales as follows:


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                  (i)   that portion thereof which is equal to the amount of
                        "Availability" (as defined in the Existing Aviation
                        Sales Credit Agreement) under the "Borrowing Base"
                        (as defined in the Existing Aviation Sales Credit
                        Agreement) attributable to the subject assets
                        included in the Distribution Asset Sales to be
                        applied to payment of the "Revolving Loans" (as
                        defined in the Existing Aviation Sales Credit
                        Agreement) as a mandatory prepayment thereof;

                  (ii)  $4,900,000 thereof to payment of the Revolving Loans
                        as a mandatory prepayment thereof and reduction
                        thereby of the Overadvance Amount to $5,000,000; and

                  (iii) 100% of the amount of such Net Cash Proceeds of Sale
                        remaining after the applications described in items
                        (i) and (ii) above to payment of the Revolving Loans
                        as a mandatory prepayment thereof;

and concurrent permanent reduction of the Revolving Credit Commitments to
$84,000,000,

         (d) a reduction in the amount of the "Interest Reserve" (as defined in
the Existing Aviation Sales Credit Agreement) required to be reflected in
determination of the Borrowing Base, from and after the date on which Net Cash
Proceeds of Sale with respect to the Distribution Asset Sales are received by
Distribution and applied as set forth in clause (c) hereinabove, from $2,000,000
to $500,000,

         (e) the issuance of the KAV Letter of Credit under the Existing
Aviation Sales Credit Agreement and the amendment of the Letter of Credit to
reduce the face amount thereof from $12,000,000 to $9,000,000 in connection with
the Miramar Transaction;

         (f) dividends being paid in cash to Aviation Sales by the Citicorp
Borrowers in such amounts as are required to effect the AVS/KAV Joint Venture
Investment and the AVS/KAV Joint Venture Loans;

         (g) the transfer of Pratt & Whitney engine, model JT89-15, serial
number 695432 by Distribution to Timco Engine Centers, Inc.; and

         (h) the amendment to Intercreditor Agreement described in Section 11
below.

         8. Consent to Amendment to Revolving Credit Agreement. Effective as of
the date hereof, subject to the Agent's receipt of the consent referenced in
Section 11(a)(vi) below on or before the date hereof, the parties signatory
hereto hereby consent to the amendment of the Existing Aviation Sales Credit
Agreement on the terms and conditions attached hereto as Exhibit A ("The
Citicorp Amendment").

         9. Agreement and Confirmation by Guarantors. Each of the undersigned
Guarantors has joined in the execution of this Amendment Agreement for the
purpose of (i) agreeing to the amendments to the Lease Agreement, the Credit
Agreement, the Participation Agreement, and other Operative Agreements contained
herein and (ii) confirming its guarantee of payment of all Borrower's
Liabilities (as defined in the Series A Guaranty Agreement) and all Lessee's
Liabilities (as defined in the Lessee Guaranty Agreement).


                                       10


         10. Representations, Warranties and Covenants. The Lessee and the
Construction Agent hereby represent, warrant and covenant that:

                  (a) The representations and warranties made by the Lessee and
         the Construction Agent in Section 7 (other than in Section 7.3(f)(i))
         of the Participation Agreement are true on and as of the date hereof;
         and the representations in warranties set forth in Section 7.3(f)(i) of
         the Participation Agreement are true on and as of the date set forth in
         such Section;

                  (b) (i) The audited consolidated financial statements of each
         of the Construction Agent and the Lessee as at December 31, 1999,
         copies of which have been furnished to the Agent and the Owner Trustee,
         were prepared in accordance with GAAP and fairly present the financial
         condition of each of the Construction Agent and the Lessee and their
         Subsidiaries on a consolidated basis as of such date and their
         consolidated results of operations for the fiscal year then ended and
         (ii) the unaudited consolidated financial statements as at September
         30, 2000, copies of which have previously been furnished to the Agent
         and the Owner Trustee, were prepared in accordance with GAAP (subject
         to normal year-end adjustments) and fairly present the financial
         condition of the Construction Agent and the Lessee and their
         Subsidiaries on a consolidated basis as of such date and their
         consolidated results of operations for the fiscal quarter then ended.
         Neither Aviation Sales nor any Guarantor or any Subsidiary of Aviation
         Sales has, as of the date hereof, any Accommodation Obligation,
         contingent liability or liability for any taxes, long-term leases or
         commitments, not disclosed in writing to the Agent, the Lenders and the
         Holders prior to the date hereof.

                  (c) This Amendment Agreement constitutes the legal, valid and
         binding obligation of Aviation Sales and the Guarantors and is
         enforceable against Aviation Sales in accordance with its terms. Each
         of the Participation Agreement and the Lease Agreement, as previously
         executed, delivered and amended and as amended by this Amendment
         Agreements, constitute legal, valid and binding obligations of Aviation
         Sales and are enforceable against Aviation Sales in accordance with
         their respective terms.

                  (d) The business and properties of the Lessee and the
         Construction Agent and the Guarantors and the Subsidiaries of Aviation
         Sales are not, and since the Initial Closing Date have not been,
         adversely affected in any substantial way as the result of any fire,
         explosion, earthquake, accident, strike, lockout, combination of
         workmen, flood, embargo, riot, activities of armed forces, war or acts
         of God or the public enemy, or cancellation or loss of any major
         contracts;

                  (e) No event has occurred and no condition exists which, after
         giving effect to this Amendment Agreement, constitutes a Default or an
         Event of Default on the part of the Lessee or the Construction Agent or
         any Guarantor or any Subsidiary of Aviation Sales under the
         Participation Agreement or any other Operative Agreement, either
         immediately or with the lapse of time or the giving of notice, or both.
         Since September 30, 2000, there has occurred no event with respect to
         the Lessee, the Construction Agent


                                       11


         or any Guarantor or any Subsidiary of Aviation Sales which has
         resulted, or is reasonably likely to result, in a Material Adverse
         Effect.

                  (f) Each of the statements set forth in Section 5 above
         (including without limitation, each statement set forth in the
         subsection 5(a) ("Joint Venture"), subsection 5(b) ("Asset
         Dispositions"), and subsection 5(c) ("Purchase Price and Payment
         Terms")) is true and correct in all respects, and does not fail to
         include any material fact necessary (in light of the circumstances
         surrounding this Amendment Agreement and the transactions described
         herein) in order to make any such statement contained in Section 5 not
         misleading.

         This Amendment Agreement shall be deemed to be an Operative Agreement
and any violation of a covenant contained herein shall be a violation of an
Operative Agreement.

         11. Conditions Precedent. The effectiveness of this Amendment Agreement
shall be subject to fulfillment of the following conditions precedent:

             (a) The Agent shall have received on or before the date hereof, in
         form and substance satisfactory to the Agent, the following:

                 (i) a fully-executed original of this Amendment Agreement;

                 (ii) an opinion of outside counsel to the Lessee and the
         Guarantors, addressed to the Agent, the Owner Trustee and the Lenders
         and Holders, including without limitation (A) an opinion of such
         counsel with respect to non-contravention of the Citicorp Loan
         Documents and agreements under which the Senior Subordinated Notes have
         been issued, by this Amendment Agreement and the instruments and
         documents executed by the Lessee, Construction Agent and Guarantors in
         connection herewith, and (B) an opinion to the effect that the
         execution, delivery and performance of this Amendment Agreement, the
         Kellstrom Sublease, the Equipment Sublease, any leasehold mortgage
         granted by Kellstrom to any of its lenders or any other security in any
         of the assets of Kellstrom that may be granted by Kellstrom to any of
         its lenders, will not affect the priority of any Lien in favor of the
         Owner Trustee or the Agent (on behalf of itself, any Lender or any
         Holder) that exists under the Operative Agreements (which opinion may
         be included in the opinion referred to in clause (ii) above);

                 (iii) a certificate of the Secretary or an Assistant Secretary
         of each of the Lessee and each Guarantor in such form as is reasonably
         acceptable to the Agent attaching and certifying as to (A) the
         resolutions of the Board of Directors of Lessee or such Guarantor (as
         the case may be) duly authorizing the execution, delivery and
         performance by Lessee or such Guarantor (as the case may be) of this
         Amendment Agreement and each of the other Operative Agreements
         delivered in connection with this Amendment Agreement to which such
         Lessee or Guarantor is or will be a party, (B) the fact that neither
         its certificate of incorporation nor its bylaws have been changed from
         the versions that were


                                       12


         certified and delivered to the Agent on the Initial Closing Date (or if
         they have been changed, such certificate of incorporation or by-laws
         certified as of a recent date by the Secretary of State of the State of
         its incorporation), and (C) the incumbency and signature of persons
         authorized to execute and deliver on its behalf this Amendment
         Agreement and each of the other Operative Agreements delivered in
         connection with this Amendment Agreement to which such Lessee or
         Guarantor is a party;

                  (iv) a fee (the "Amendment Fee") in the amount of $150,000, in
         immediately available funds, paid by the Lessee (as described in
         Exhibit C) to the Agent; plus evidence of the payment of all other fees
         and amounts set forth in Exhibit C attached hereto;

                  (v) an executed amendment to the Existing Aviation Sales
         Credit Agreement (as in effect prior to the effective date of this
         Amendment Agreement) in the form attached hereto as Exhibit A or
         otherwise in form and substance satisfactory to the Agent, Lenders and
         Holders;

                  (vi) a written consent of the obligee parties to the Existing
         Aviation Sales Credit Agreement to the terms of this Amendment
         Agreement in form and substance satisfactory to the Agent (which
         consent may be included in the amendment agreement referred to in
         clause (v) above) (the "Citicorp Consent");

                  (vii) a down-dating endorsement of the title policy issued to
         the Agent, with respect to the Property located in Miramar, Florida,
         such endorsement showing no additional exceptions to coverage, except
         as approved by the Agent (in its sole discretion);

                  (viii) the original of the amendment to the Letter of Credit;

                  (ix) fully-executed originals (and a copy of the recorded
         version) of the Assignment of Sublease by the Lessee and by the Owner
         Trustee, and a fully executed and recorded modification of Mortgage and
         amendment to Memorandum of Lease with respect to the Miramar Property;

                  (x) the fully-executed chattel paper original of the Kellstrom
         Sublease, certified as true, correct and complete by the Secretary or
         Assistant Secretary of the Lessee;

                  (xi) a copy of the Equipment Sublease, certified as true,
         correct and complete by the Secretary or Assistant Secretary of the
         Lessee;

                  (xii) such fully-executed UCC financing statements, naming the
         Lessee as debtor, the Owner Trustee as secured party, and the Agent as
         assignee, as the Agent may deem necessary or appropriate to perfect the
         security interests granted


                                       13


         to the Owner Trustee and assigned to the Agent pursuant to the
         Assignment of Sublease;

                  (xiii) such fully-executed UCC financing statements, naming
         the Lessee as debtor and the Agent as secured party, as the Agent may
         deem necessary or appropriate to perfect the security interests granted
         by the Lessee directly the Agent pursuant to the Assignment of
         Sublease;

                  (xiv) such fully-executed UCC financing statements, naming the
         Owner Trustee as debtor and the Agent as secured party, as the Agent
         may deem necessary or appropriate to perfect the security interests
         granted by the Owner Trustee the Agent pursuant to the Assignment of
         Sublease;

                  (xv) a copy of the fully-executed and recorded memorandum of
         the Kellstrom Sublease;

                  (xvi) a copy of a fully executed Subordination and
         Non-Disturbance Agreement among Bank of America, as agent under the
         Kellstrom Loan Documents, the Owner Trustee and Kellstrom;

                  (xvii) a fully-executed amendment to the Intercreditor
         Agreement dated as of December 17, 1998, among Citicorp, the Agent and
         the Owner Trustee, and joined by the Lessee and its Subsidiaries;

                  (xviii) copies of the articles of incorporation and bylaws of
         Kellstrom, certified by its Secretary or Assistant Secretary;

                  (xix) copies of the organizational documents (including
         without limitation, any articles of organization and operating
         agreement) of KAV, certified by an officer or other Person duly
         authorized to do so;

                  (xx) copies of a fully-executed Landlord's Waiver by the Owner
         Trustee relating to the inventory of KAV;

                  (xxi) copies of the fully executed Kellstrom Loan Documents;

                  (xxii) copies of the fully-executed KAV Loan Documents;

                  (xxiii) copies of the fully-executed agreements and documents
         described on Exhibit I to the Citicorp Consent;

                  (xxiv) any additional agreements, instruments or documents
         which it may reasonably request in connection herewith;


                                       14


                  (b) The correctness in all material respects on the date
         hereof of the representations and warranties of the Owner Trustee,
         Construction Agent and the Lessee contained herein and in each of the
         Operative Agreements;

                  (c) No Default or Event of Default shall have occurred and be
         continuing on the date hereof; and (after giving effect to this
         Amendment Agreement and any amendment to the Citicorp Loan Documents)
         as of the date hereof no "Event of Default" shall have occurred and be
         continuing under the terms of Citicorp Loan Documents, the Norlease
         Agreement or the Indenture under which the Senior Subordinated Notes
         have been issued, as amended or supplemented through the date of this
         Amendment Agreement and no "Change of Control" (as defined in such
         Indenture) shall have occurred;

                  (d) No material adverse change shall have occurred (as
         certified to the Agent, the Lenders and the Holders by the respective
         chief financial officers) in the business, assets, management,
         operations, financial condition or prospects of Aviation Sales or any
         Guarantor or any Subsidiary of Aviation Sales since September 30, 2000;

                  (e) Since March 31, 2000, no permit, agreement, lease, or
         license which, in the judgment of the Agent, is material to the
         business, operations or employee relations of Aviation Sales or any
         Guarantor or any Subsidiary of Aviation Sales, including without
         limitation, any agreement relating to the Existing Aviation Sales
         Credit Agreement or the Senior Subordinated Notes (as defined in the
         Existing Aviation Sales Credit Agreement), shall have been terminated,
         modified, revoked, breached, or declared to be in default, or if
         breached or declared to be in default during such period, such breach
         or default shall have been cured or waived on terms satisfactory to the
         Agent and Lenders;

                  (f) None of the members of Aviation Sales' Board of Directors
         as of March 31, 2000 shall have ceased acting as members of such Board
         of Directors;

                  (g) Neither the Transferred Assets nor any assets subject to
         the License Agreement, the Kellstrom Purchase Agreement, the Equipment
         Lease, the Kellstrom Real Property Lease or the Inventory Purchase
         Agreement shall include any Equipment, any Inventory, any other
         Property or any proceeds of any Equipment, Inventory or other Property;

                  (h) With respect to the consent set forth in Section 7(f)
         above, the aggregate amount of such cash dividends shall not exceed
         $500,000;

                  (i) The above-described transfers of the Transferred Assets
         shall have been consummated on or before December 1, 2000; and

                  (j) All conditions to the effectiveness of the Citicorp
         Consent shall have been satisfied or waived by the required parties
         thereto.


                                       15


         12.      Release.

                  (a) Aviation Sales and its Subsidiaries acknowledge that they
         have no existing defense, counterclaim, offset, cross-complaint, claim
         or demand of any kind or nature whatsoever that can be asserted to
         reduce or eliminate all or any part of their or the Owner Trustee's
         respective liability to pay or perform any obligations pursuant to any
         of the Operative Agreements or any other documents which evidence or
         secure any obligations owed under any Operative Agreement. In
         consideration for the execution of this Amendment Agreement, each of
         Aviation Sales and each of its Subsidiaries hereby releases and forever
         discharges, Bank of America, the Agent, the Lenders, the Holders and
         the Owner Trustee and all of their respective officers, directors,
         employees, Affiliates and agents (collectively, the "Released Parties")
         from any and all actions, causes of action, debts, dues, claims,
         demands, liabilities and obligations of every kind and nature, both in
         law and in equity, known or unknown, whether heretofore or now
         existing, liquidated or unliquidated, matured or unmatured, fixed or
         contingent (collectively, the "Release Claims"), which might be
         asserted against any of the Released Parties. This Release applies to
         all matters arising out of or relating to the Operative Agreements, any
         Property, any obligations due under any of the Operative Agreements and
         this Amendment Agreement, commitment letters with respect to other loan
         facilities, and the lending and borrowing relationships, and (to the
         extent any Release Claims relating to such deposit relationships are
         now known to Aviation Sales or any of its Subsidiaries) the deposit
         relationships, between Aviation Sales or its Subsidiaries, and Bank of
         America, the Agent, the Lenders, the Holders and the Owner Trustee,
         including the administration, collateralization and funding thereof.
         Each of Aviation Sales and each of its Subsidiaries further agrees not
         to bring any action in any judicial, administrative or other proceeding
         against the Released Parties, or any of them, alleging any such Release
         Claim or otherwise arising in connection with any such Release Claim.

                  (b) It is the intent of the parties that except as otherwise
         set forth herein, the foregoing release shall be effective as a full
         and final accord and satisfaction of all claims hereby released and
         each of Aviation Sales and each of its Subsidiaries hereby agrees,
         represents and warrants that the matters released herein are not
         limited to matters which are known or disclosed. In this connection,
         each of Aviation Sales and each of its Subsidiaries hereby agrees,
         represents and warrants that it realizes and acknowledges that factual
         matters now existing and unknown to it may have given or may hereafter
         give rise to Release Claims, which are presently unknown, unsuspected,
         unliquidated, unmatured and/or contingent, and it further agrees,
         represents and warrants that this release has been negotiated and
         agreed upon in view of that realization. Nevertheless, Aviation Sales
         and its Subsidiaries hereby intend to release, discharge and acquit the
         Released Parties of and from any such unknown, unsuspected,
         unliquidated, unmatured and/or contingent Release Claims, which are in
         any way set forth in or related to the matters identified above in this
         Section 12. Aviation Sales and its Subsidiaries hereby explicitly waive
         the benefits of any common law or statutory rule with respect to the
         release of such Release Claims.

                  (c) The acceptance and delivery of this Amendment Agreement by
         the Agent on behalf of the Released Parties shall not be deemed or
         construed as an admission of liability with respect to the Release
         Claims or otherwise by the Released Parties, or any


                                       16


         of them, and the Released Parties hereby expressly deny liability of
         any nature whatsoever arising from or related to the subject of the
         release contained in this Section 12.

                  (d) Each of Aviation Sales and each of its Subsidiaries hereby
         agrees, represents and warrants that: (i) such party has not
         voluntarily, by operation of law or otherwise, assigned, conveyed,
         transferred or encumbered, either directly or indirectly, in whole or
         in part, any right to or interest in any of the Release Claims
         purported to be released by this Section 12; (ii) such party has had
         advice of counsel of its own choosing in negotiations for and the
         preparation of this Amendment Agreement; and (iii) such party is fully
         aware of the effect of releases such as that contained in this Section
         12.

         13. Entire Agreement. This Amendment Agreement sets forth the entire
understanding and agreement of the parties hereto in relation to the subject
matter hereof and supersedes any prior negotiations and agreements among the
parties relative to such subject matter. No promise, conditions, representation
or warranty, express or implied, not herein set forth shall bind any party
hereto, and no one of them has relied on any such promise, condition,
representation or warranty. Each of the parties hereto acknowledges that, except
as in this Amendment Agreement otherwise expressly stated, no representations,
warranties or commitments, express or implied, have been made by any other party
to the other. None of the terms or conditions of this Amendment Agreement may be
changed, modified, waived or canceled orally or otherwise, except by writing,
signed by all the parties hereto, specifying such change, modification, waiver
or cancellation of such terms or conditions, or of any proceeding or succeeding
breach thereof.

         14. Full Force and Effect of Operative Agreements. Except as hereby
specifically amended, modified or supplemented, the Participation Agreement, the
Lease, the Credit Agreement, the Trust Agreement, the Guaranty Agreements and
all of the other Operative Agreements are hereby confirmed and ratified in all
respects and shall remain in full force and effect according to their respective
terms.

         15. Counterparts. This Amendment Agreement may be executed in one or
more counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.

                  [Remainder of page intentionally left blank.]

                                       17


         IN WITNESS WHEREOF, the parties hereto have caused this Amendment
Agreement to be duly executed by their duly authorized officers, all as of the
day and year first above written.

                                            AVIATION SALES COMPANY,
                                            as Construction Agent

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

                                            AVIATION SALES COMPANY,
                                            as Lessee

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


                                            FIRST SECURITY BANK, NATIONAL
                                              ASSOCIATION
                                            not individually, except as
                                            expressly stated under the Operative
                                            Agreements, but solely as Owner
                                            Trustee under the Aviation Sales
                                            Trust 1998-1

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

                                            BANK OF AMERICA, N.A., as a Holder
                                            and as a Lender

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

                                            BANK OF AMERICA, N.A., as
                                            Administrative Agent

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


                             SIGNATURE PAGE 1 OF 3



                              JOINDER BY GUARANTORS

The undersigned Guarantors hereby join in and consent to this Amendment
Agreement.

                                    AVIATION SALES COMPANY
                                    AVIATION SALES MANUFACTURING
                                      COMPANY
                                    AVIATION SALES PROPERTY
                                      MANAGEMENT CORP.
                                    AVIATION SALES FINANCE COMPANY
                                    TIMCO ENGINE CENTER, INC.
                                    AVS/KRATZ-WILDE MACHINE COMPANY
                                    APEX MANUFACTURING, INC.
                                    AEROCELL STRUCTURES, INC.
                                    AVIATION SALES DISTRIBUTION
                                      SERVICES COMPANY
                                    AVIATION SALES BEARINGS COMPANY
                                    AVIATION SALES LEASING COMPANY
                                    WHITEHALL CORPORATION
                                    TRIAD INTERNATIONAL MAINTENANCE
                                      CORPORATION (successor in interest to Aero
                                      Corporation and Aero Corp Macon, Inc.)
                                    AVIATION SALES MAINTENANCE, REPAIR &
                                      OVERHAUL COMPANY
                                    CARIBE AVIATION, INC.
                                    AIRCRAFT INTERIOR DESIGN, INC.
                                    AERO HUSHKIT CORPORATION
                                    HYDROSCIENCE, INC.
                                    TIMCO ENGINEERED SYSTEMS, INC.


                                    By:
                                       ---------------------------------
                                    Name:
                                         -------------------------------
                                    Title:
                                          ----------------- of each of
                                          the foregoing Guarantors

                                    AVSRE, L.P.
                                    By:  Aviation Sales Property Management
                                         Corp., its general partner

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


                             SIGNATURE PAGE 2 OF 3



                                    AVIATION SALES SPS I, INC.



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


                             SIGNATURE PAGE 3 OF 3