BROWARD COUNTY, FLORIDA
HEICO AEROSPACE CORPORATION
Dated as of October 1, 1996
The interest of Broward County, Florida (the "Issuer") in this Loan Agreement has been assigned (except for
amounts payable under Sections 4.2(b), 7.2 and 8.4 hereof) pursuant to the Indenture of Trust dated as of the
date hereof from the Issuer to SunTrust Bank, Nature Coast, as trustee (the "Trustee"), and is subject to the
security interest of the Trustee thereunder.
THIS LOAN AGREEMENT, dated as of October 1, 1996, between BROWARD COUNTY, FLORIDA (the
"Issuer") a political subdivision of the State of Florida (the "State") and HEICO AEROSPACE
CORPORATION, a corporation organized and existing under the laws of the State of Florida (the "Company");
W I T N E S S E T H:
That the parties hereto, intending to be legally bound hereby, and for and in consideration of the premises and the
mutual covenants hereinafter contained, do hereby covenant, agree and bind themselves as follows:
provided, that any obligation of the Issuer created by or arising out of this Agreement shall never constitute a debt
or a pledge of the faith and credit or the taxing power of the Issuer or any political subdivision or taxing district of
the State of Florida but shall be payable solely out of the Trust Estate (as defined in the Indenture), anything
herein contained to the contrary by implication or otherwise notwithstanding:
All capitalized, undefined terms used herein shall have the same meanings as used in Article I of the hereinafter
defined Indenture. In addition, the following words and phrases shall have the following meanings:
"Company Representative" means the authorized representative of the Company empowered to act on behalf of
the Company in the manner described herein.
"Cost" with respect to the Project shall be deemed to include all items permitted to be financed under the
provisions of the Code and the Act.