CONSENT TO EXTENSION



        THIS CONSENT TO EXTENSION (this "Consent"), is made and entered into as

of April 5, 2004, by and among HEICO CORPORATION, a Florida corporation (the

"Borrower"), the several banks and other financial institutions from time to

time party hereto (collectively, the "Lenders") and SUNTRUST BANK, in its

capacity as Administrative Agent for the Lenders (the "Administrative Agent").



                              W I T N E S S E T H:



        WHEREAS, the Borrower, the Lenders and the Administrative Agent are

parties to a certain Revolving Credit Agreement, dated as of May 15, 2003 (as

amended, restated, supplemented or otherwise modified from time to time, the

"Credit Agreement"; capitalized terms used herein and not otherwise defined

shall have the meanings assigned to such terms in the Credit Agreement),

pursuant to which the Lenders have made certain financial accommodations

available to the Borrower;



        WHEREAS, the Borrower has requested that the Lenders and the

Administrative Agent extend the Revolving Commitment Termination Date pursuant

to Section 2.24 of the Credit Agreement, and subject to the terms and conditions

hereof, the Lenders consent and are willing to do so;



        NOW, THEREFORE, for good and valuable consideration, the sufficiency and

receipt of all of which are acknowledged, the Borrower, the Lenders and the

Administrative Agent agree as follows:



        1.      Amendment to Revolving Commitment Termination Date.



        (a) Section 1.1 of the Credit Agreement is hereby amended by replacing

the definition of "Revolving Commitment Termination Date" in its entirety with

the following definition:



                        "Revolving Commitment Termination Date" shall mean the

                earliest of (i) May 15, 2007, as extended pursuant to Section

                2.24, (ii) the date on which the Revolving Commitments are



                terminated pursuant to Section 2.9 and (iii) the date on which

                all amounts outstanding under this Agreement have been declared

                or have automatically become due and payable (whether by

                acceleration or otherwise)."



        2.      Conditions to Effectiveness of this Consent. Notwithstanding any

other provision of this Consent and without affecting in any manner the rights

of the Lenders hereunder, it is understood and agreed that this Consent shall

not become effective, and the Borrower shall have no rights under this Consent,

until the Administrative Agent shall have



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received (i) reimbursement or payment of its costs and expenses incurred in

connection with this Consent (including reasonable fees, charges and

disbursements of King & Spalding LLP, counsel to the Administrative Agent), and

(ii) executed counterparts to this Consent from the Borrower, each of the

Subsidiary Loan Parties and the Lenders;



        3.      Representations and Warranties. To induce the Lenders and the

Administrative Agent to enter into this Consent, each Loan Party hereby

represents and warrants to the Lenders and the Agent that:



        (a)     The execution, delivery and performance by such Loan Party of

this Consent (i) are within such Loan Party's power and authority; (ii) have

been duly authorized by all necessary corporate and shareholder action; (iii)

are not in contravention of any provision of such Loan Party's certificate of

incorporation or bylaws or other organizational documents; (iv) do not violate

any law or regulation, or any order or decree of any Governmental Authority; (v)

do not conflict with or result in the breach or termination of, constitute a

default under or accelerate any performance required by, any indenture,

mortgage, deed of trust, lease, agreement or other instrument to which such Loan

Party or any of its Subsidiaries is a party or by which such Loan Party or any

such Subsidiary or any of their respective property is bound; (vi) do not result

in the creation or imposition of any Lien upon any of the property of such Loan

Party or any of its Subsidiaries; and (vii) do not require the consent or

approval of any Governmental Authority or any other Person;



        (b)     This Consent has been duly executed and delivered for the

benefit of or on behalf of each Loan Party and constitutes a legal, valid and

binding obligation of each Loan Party, enforceable against such Loan Party in

accordance with its terms except as the enforceability hereof may be limited by

bankruptcy, insolvency, reorganization, moratorium and other laws affecting

creditors' rights and remedies in general;

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