HEICO CORPORATION. By: /s/ LAURANS X. XXXXXXXXX Laurans X. Xxxxxxxxx, Chairman of the Board of Directors and Chief Executive Officer Executive: /s/ XXXXXX X. XXXXX Xxxxxx X. Xxxxx
HEICO CORPORATION. By ------------------------------------------ Name: Thomas S. Irwin Title: Executive Vicx Xxxxxxxxx, Xxief Financial Officer and Treasurer [SEAL] SUNTRUST BANK, as Administrative Agent, as Issuing Bank, as Swingline Lender and as a Lender By ------------------------------------------ Name: Title: [SIGNATURE PAGE TO REVOLVING CREDIT AGREEMENT] WACHOVIA BANK, NATIONAL ASSOCIATION By ------------------------------------------ Name: Title: [SIGNATURE PAGE TO REVOLVING CREDIT AGREEMENT] HSBC BANK USA By ------------------------------------------ Name: Title: [SIGNATURE PAGE TO REVOLVING CREDIT AGREEMENT] REGIONS BANK By ------------------------------------------ Name: Title: [SIGNATURE PAGE TO REVOLVING CREDIT AGREEMENT]
HEICO CORPORATION. By: Name: Title: -147- For the Quarter/Year ended ___________________(“Statement Date”) SCHEDULE 2 to the Compliance Certificate ($ amounts set forth in the right-hand columns are in 000’s) HEICO Corporation and all Subsidiaries Unrestricted Subsidiaries HEICO Corporation and Restricted Subsidiaries
HEICO CORPORATION. By: ------------------------------- Name: -------------------------- Title: ------------------------- Date: September 16, 1997 HEICO AEROSPACE CORPORATION By: ------------------------------- Name: -------------------------- Title: ------------------------- Date: September 16, 0000 XXXXXXXX XXXX, XXXXX XXXXXXX, NATIONAL ASSOCIATION By: ------------------------------- Name: -------------------------- Title: ------------------------- Date: September 16, 1997
HEICO CORPORATION. By: ----------------------------------------- Victor H. Mendelson, Vice Presixxxx xxx General Counsel COMPANY: Thermal Structures, Inc. By: ----------------------------------------- Stephen T. Braunheim, President Qxxxxxx Xxxxxxxxx, Xxc.
HEICO CORPORATION. By: Title: EXHIBIT B Form of Series B Preferred Stock Right Certificate Certificate No. R- _______ Common Stock Rights NOT EXERCISABLE AFTER NOVEMBER 2, 2013 OR EARLIER IF REDEMPTION OR EXCHANGE OCCURS. THE COMMON STOCK RIGHTS ARE SUBJECT TO REDEMPTION AT $0.01 PER RIGHT AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, COMMON STOCK RIGHTS THAT ARE OR WERE ACQUIRED OR BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR ANY ASSOCIATES OR AFFILIATES THEREOF (AS SUCH TERMS ARE DEFINED IN THE COMMON STOCK RIGHTS AGREEMENT) OR ANY SUBSEQUENT HOLDER OF SUCH COMMON STOCK RIGHTS MAY BECOME NULL AND VOID. Series B Right Certificate HEICO CORPORATION This certifies that _______________________, or registered assigns, is the registered owner of the number of Common Stock Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of November 2, 2003 (the "Rights Agreement"), between Heico Corporation, a Florida corporation (the "Company"), and SunTrust Bank (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M., Miami, Florida time, on November 2, 2013, at the principal office of the Rights Agent, or at the office of its successor as Rights Agent, one one-hundredth of a fully paid non-assessable share of Series B Junior Participating Preferred Stock, par value $0.01 per share (the "Series B Preferred Shares"), of the Company, at a purchase price of $45.00 per one one-hundredth of a Series B Preferred Share (the "Series B Purchase Price"), upon presentation and surrender of this Series B Right Certificate with the certification and the Form of Election to Purchase duly executed. The number of Common Stock Rights evidenced by this Series B Right Certificate (and the number of one one-hundredth of a Series B Preferred Share which may be purchased upon exercise hereof) set forth above, and the Series B Purchase Price set forth above, are the number and Series B Purchase Price as of November 2, 2003, based on the Series B Preferred Shares as constituted at such date. As provided in the Rights Agreement, the Series B Purchase Price and the number of one one-hundredth of a Series B Preferred Share which may be purchased upon the exercise of the Common Stock Rights evidenced by this Series B Right Certificate are subject to modification and adjus...
HEICO CORPORATION. By: /S/ VICTOR MENDELSON ----------------------- Victor Mendelson Xxxx Xxxxxxxnt /S/ SIGMUND BORAX --------------------------- SIGMUND BORAX SCHEDULE 1
HEICO CORPORATION. By: ----------------------------- Name: Title: Attest: -------------------------------- By: ----------------------------- Name: Title: Attest Name: EXHIBIT A [Face of Note] HEICO CORPORATION __ % CONVERTIBLE SUBORDINATED NOTE DUE 2004 CUSIP No. ________________ No._________ $____________ HEICO CORPORATION promises to pay to ___________________________________________________ _________________________ or registered assigns, the principal sum of ___________________________________ ______________ Dollars on _______________, 2004. Interest Payment Dates: ___________ and _______________, commencing ___________, 1998. Record Dates: ________________ and ______________. Reference is made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. HEICO CORPORATION By:_________________________ Chairman (SEAL) ATTEST: By:__________________________ Secretary Authentication: This is one of the Notes referred to in the within-mentioned Indenture: _______________________________ as Trustee By:____________________________ Authorized Signature Dated:__________________________ [Reverse Side] Capitalized terms used herein without definition shall have the meanings ascribed to them in the Indenture dated as of ____________, 1997 between Heico Corporation., a Florida corporation, and ___________________, as trustee, as amended from time to time in accordance with its terms (the Indenture).
HEICO CORPORATION. By: -------------------------------------- Name: Title: SUBSIDIARY LOAN PARTIES: HEICO AEROSPACE HOLDINGS CORP. By -------------------------------------- Thomas S. Irwin Treasurer HEICO AEROSPACE CORPORATION By -------------------------------------- Thomas S. Irwin Treasurer [SIGNATURE PAGE TO CONSENT TO EXTENSION] JET AVION CORPORATION By -------------------------------------- Thomas S. Irwin Treasurer LPI INDUSTRIES CORPORATION By -------------------------------------- Thomas S. Irwin Treasurer AIRCRAFT TECHNOLOGY, INC. By -------------------------------------- Thomas S. Irwin Treasurer ATI HEAT TREAT CORPORATION By -------------------------------------- Thomas S. Irwin President xxx Xxxxxxxxx JET AVION HEAT TREAT CORPORATION By -------------------------------------- Thomas S. Irwin President xxx Xxxxxxxxx
HEICO CORPORATION. By: ----------------------------- Name: Title: SUBSIDIARY LOAN PARTIES: HEICO AEROSPACE HOLDINGS CORP. By: ----------------------------- Name: Title: HEICO AEROSPACE CORPORATION By: ----------------------------- Name: Title: JET AVION CORPORATION By: ----------------------------- Name: Title: LPI INDUSTRIES CORPORATION By: ----------------------------- Name: Title: AIRCRAFT TECHNOLOGY, INC. By: ----------------------------- Name: Title:
