Amend. 1 To Chase Manhanttan Bank Credit Facility

AMENDMENT, RELEASE AND WAIVER NO. 1


AMENDMENT, RELEASE AND WAIVER NO. 1 dated as of December 4, 1998 by and among BE Aerospace, Inc., a Delaware corporation (the "Company"), In-Flight Entertainment, LLC, a Delaware limited liability company ("In-Flight"), the lenders party hereto (the "Lenders") and The Chase Manhattan Bank, as administrative agent (the "Administrative Agent").


WHEREAS the Company, the Lenders and the Administrative Agent are party to a Fifth Amended and Restated Credit Agreement dated as of October 29, 1993, amended and restated as of August 7, 1998 (as amended, supplemented and otherwise modified and in effect to but excluding the date hereof, the "Credit Agreement").


WHEREAS In-Flight and the Administrative Agent are parties to an Amended and Restated Guarantee and Security Agreement (the "In-Flight Guarantee and Security Agreement") providing, inter alia, for the guarantee by In-Flight of the obligations of the Company under the Credit Agreement.


WHEREAS the Company and the Administrative Agent are parties to an Amended and Restated Security Agreement (the "Security Agreement") providing, inter alia, for the pledge by the Company, as collateral security for the payment of the obligations of the Company under the Credit Agreement, of all of the membership interests of In-Flight owned by the Company.


WHEREAS the Company has advised the Lenders and the Administrative Agent that the Company wishes to (i) sell, at any time or from time to time, all or any part of the membership interests it holds in In-Flight (collectively, the "In-Flight Disposition"), (ii) transfer certain assets of Puritan-Bennett Aero Systems Corp. ("Puritan-Bennett") associated with the business of In-Flight in an amount not to exceed $2,000,000 to a special purpose subsidiary of the Company ("Puritan-Bennett Subsidiary") after which the Company shall then transfer all of the issued and outstanding stock of Puritan-Bennett Subsidiary to In-Flight (the "Puritan-Bennett Transfer") and (iii) terminate the In-Flight Guarantee and Security Agreement and release the remaining membership interests of In-Flight owned by the Company from the Collateral under the Security Agreement. Therefore, the Company has requested that the Lenders agree, and the Lenders party hereto are willing, on the basis set forth herein, to waive and amend various provisions contained in Sections 8.05, 8.08 and 8.17 of the Credit Agreement and to consent to the termination of the In-Flight Guarantee and Security Agreement and the release of the remaining membership interests of In-Flight from the Collateral, all on the terms and conditions of this Amendment, Release and Waiver No. 1. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement.


NOW THEREFORE in consideration of the premises and the mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


Section 1. WAIVER, TERMINATION AND RELEASE.


(a) Subject to the satisfaction of the conditions to effectiveness specified in Section 5 hereof, but with effect on the date hereof, each of the Lenders hereby agrees with the Company that:


(i) any violation of Section 8.05 of the Credit Agreement
shall be waived to the extent necessary to permit the In-Flight
Disposition;


(ii) any violation by the Company or Puritan-Bennett of
Section 8.08(d) of the Credit Agreement shall be waived to the extent
necessary to permit the Puritan-Bennett Transfer and any investment by
the Company or Puritan-Bennett in connection therewith shall not
constitute an Investment for the purpose of Section 8.08(d); and


(iii) Section 8.17 of the Credit Agreement, which requires
that the Company maintain its ownership interest in each of its
Subsidiaries and prohibits the sale, transfer, pledge or disposal of
such ownership interests, shall be waived to the extent necessary to
permit the In-Flight Disposition.


(b) Subject to the satisfaction of the conditions to effectiveness specified in Section 5 hereof, but with effect on the date of the initial In-Flight Disposition, each of the Lenders hereby further agrees with the Company that In-Flight shall be released from its obligations under the In-Flight Guarantee and Security Agreement.


(c) Subject to the satisfaction of the conditions to effectiveness specified in Section 5 hereof, but with effect on the date of the initial In-Flight Disposition, each of the Lenders hereby further agrees with the Company that, all membership interests of In-Flight owned by the Company shall be released from the Collateral under the Security Agreement.


Section 2. AMENDMENTS. Subject to the satisfaction of the conditions precedent specified in Section 5 hereof, but with effect on the date hereof, the Credit Agreement shall be amended as follows:


(a) Section 8.08(d) shall be amended to read in its entirety:


"(d) Investments by the Company in Subsidiaries of the Company
in the ordinary course of business; provided that (i) the aggregate
amount of the Investments by the Company or any of its Subsidiaries in
the Specified Subsidiaries shall not exceed $5,000,000 at any one time


outstanding and (ii) the aggregate amount of Customer Obligations (as
defined in paragraph (h) below) that are not fully secured (whether by
a perfected Lien on, or an indefeasible title retention to, the
products so sold or leased, or otherwise) plus the aggregate fair
market value of all Property (whether now owned or hereafter acquired)
of the Company or any of its Subsidiaries (as determined in good faith
by the chief financial officer of the Company) sold, assigned,
transferred or otherwise disposed of on or after December 2, 1998 to
any Minority-Owned Entities (as defined in paragraph (h) below) plus
the aggregate book value (at the time of its transfer) of all Property
(not including cash and not including any Property that is subject to a
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