FOURTH AMENDMENT TO AND EXTENSION OF

                             REIMBURSEMENT AGREEMENT



        This Fourth Amendment to and Extension of Reimbursement Agreement (this

"Amendment") dated as of the 14th day of January 2004, is between HEICO

AEROSPACE CORPORATION, a Florida corporation f/k/a Heico Corporation (the

"Company"), and SUNTRUST BANK, as successor to the interest of SunBank/South

Florida, National Association (the "Bank").



                                   WITNESSETH:



        WHEREAS, the Company and the Bank are parties to the SunBank

Reimbursement Agreement dated as of the February 28, 1994, as amended by

Amendment to SunBank Reimbursement Agreement dated as of March 1, 1995, between

the Company and the Bank, as further amended by the Amendment to and Extension

of Reimbursement Agreement dated as of February 28, 1999, between the Company

and the Bank, and as further amended by the Amendment to Reimbursement Agreement

dated as of July 20, 2000, between the Company and the Bank (as so amended, the

"Agreement");



        WHEREAS, in connection with the Agreement, the Bank issued its Letter of

Credit No. F4896 (such number subsequently changed to No. F070082) on February

28, 1994, to secure the payment of the $1,980,000 Broward County, Florida

Industrial Revenue Bonds (HEICO Corporation Project), Series 1988, which letter

of credit had an expiration date of February 28, 1994 (the "Letter of Credit").

On or about February 28, 1994, the Company requested and the Bank agreed to

extend the expiration date under the Letter of Credit to February 28, 2004; and



        WHEREAS, the Company has requested and the Bank has agreed, subject to

the agreements and conditions set forth in this Amendment, to further extend the

stated expiration date of the Letter of Credit to April 21, 2008.



         NOW, THEREFORE, in consideration of the foregoing, and for other good

and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, the parties hereto agree as follows:



        1.      Incorporation of Defined Terms. Each capitalized term used in

this Amendment but not otherwise defined herein shall have the meaning ascribed

thereto in the Agreement.



        2.      Amendments to Definitions.



        (a)     The following definitions in the Agreement shall be deleted in

their entirety and replaced with the following:



                (i)     the definition of "Guarantors" shall read as follows:



{PAGE}



                "Guarantors" means Heico Corporation and any other party that

        may from time to time execute a Guaranty in connection herewith.



                (ii)    The definition of "Loan Agreement" shall read as

                follows:



                "Loan Agreement" means the Loan Agreement, dated as of March 1,

        1988, between the Issuer and the Company, pursuant to which the Issuer

        agrees to make the Company Loan to the Company and the Company agrees to

        repay such Company Loan in the amounts and at the times necessary for

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