Exhibit 10.1


 


EXECUTION VERSION


 


	
         

         

        2015 CREDIT AGREEMENT

        dated as of January 30, 2015

        between

        FRP HOLDINGS, INC.

        as Borrower

        and

        WELLS FARGO BANK, N.A.

        as Lender

         



 


 


 


 


 


 


 




    	 



    	 



    

 


TABLE OF CONTENTS


Page


	Article 1 DEFINITIONS; CONSTRUCTION	1
	 	 
	Section 1.1	Definitions.	1
	Section 1.2	Classifications of Loans and Borrowings.	15
	Section 1.3	Accounting Terms and Determination.	15
	Section 1.4	Terms Generally.	15
	 	 	 
	Article 2 AMOUNT AND TERMS OF THE REVOLVING COMMITMENT	16
	 	 
	Section 2.1	General Description of Facility.	16
	Section 2.2	Revolving Loans.	16
	Section 2.3	Procedure for Borrowings.	16
	Section 2.4	Reserved.	16
	Section 2.5	Loan Management Service.	16
	Section 2.6	Funding of Borrowings.	17
	Section 2.7	Interest Elections.	17
	Section 2.8	Optional Reduction and Termination of Revolving Commitment.	18
	Section 2.9	Repayment of Loans.	18
	Section 2.10	Evidence of Indebtedness.	18
	Section 2.11	Optional Prepayments.	19
	Section 2.12	Interest on Loans.	19
	Section 2.13	Fees.	20
	Section 2.14	Computation of Interest and Fees.	21
	Section 2.15	Inability to Determine Interest Rates.	21
	Section 2.16	Illegality.	21
	Section 2.17	Increased Costs.	22
	Section 2.18	Funding Indemnity.	23
	Section 2.19	Taxes.	23
	Section 2.20	Payments Generally.	24
	Section 2.21	Mitigation of Obligations.	24
	Section 2.22	Letter of Credit Commitment.	25
	Section 2.23	Procedure for Issuance and Reimbursement of Letters of Credit.	25
	Section 2.24	Increased Cost.	25
	Section 2.25	Obligations Absolute.	26
	Section 2.26	Letter of Credit Documents.	27
	 	 	 
	Article 3 CONDITIONS PRECEDENT TO LOANS	27
	 	 
	Section 3.1	Conditions To Effectiveness.	27
	Section 3.2	Each Credit Event.	28
	 	 	 




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	Article 4 REPRESENTATIONS AND WARRANTIES	29
	 	 
	Section 4.1	Existence; Power.	29
	Section 4.2	Organizational Power; Authorization.	29
	Section 4.3	Governmental Approvals; No Conflicts.	29
	Section 4.4	Financial Statements.	30
	Section 4.5	Litigation and Environmental Matters.	30
	Section 4.6	Compliance with Laws and Agreements.	30
	Section 4.7	Investment Company Act, Etc.	31
	Section 4.8	Taxes.	31
	Section 4.9	Margin Regulations.	31
	Section 4.10	ERISA.	31
	Section 4.11	Ownership of Property.	31
	Section 4.12	Disclosure.	32
	Section 4.13	Labor Relations.	32
	Section 4.14	Subsidiaries.	32
	Section 4.15	Legal Name.	32
	Section 4.16	No Restrictions on Dividends.	33
	Section 4.17	Solvency.	33
	Section 4.18	Insurance.	33
	Section 4.19	Outstanding Indebtedness.	33
	 	 	 
	Article 5 AFFIRMATIVE COVENANTS	33
	 	 
	Section 5.1	Financial Statements and Other Information.	33
	Section 5.2	Notices of Material Events.	35
	Section 5.3	Existence; Conduct of Business.	35
	Section 5.4	Compliance with Laws, Etc.	35
	Section 5.5	Payment of Obligations.	36
	Section 5.6	Books and Records.	36
	Section 5.7	Visitation, Inspection, Etc.	36
	Section 5.8	Maintenance of Properties; Insurance.	36
	Section 5.9	Use of Proceeds.	36
	Section 5.10	Additional Subsidiaries.	37
	Section 5.11	Deposit Relationship.	37
	 	 	 
	Article 6 FINANCIAL COVENANTS	37
	 	 
	Section 6.1	Leverage Ratio.	37
	Section 6.2	Fixed Charge Coverage Ratio.	37
	Section 6.3	Tangible Net Worth.	38
	 	 	 
	Article 7 NEGATIVE COVENANTS	38
	 	 
	Section 7.1	Indebtedness.	38
	Section 7.2	Negative Pledge.	38
	Section 7.3	Fundamental Changes.	40
	Section 7.4	Investments, Loans, Etc.	40
	Section 7.5	Restricted Payments.	41




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	Section 7.6	Sale of Assets.	42
	Section 7.7	Transactions with Affiliates.	42
	Section 7.8	Restrictive Agreements.	42
	Section 7.9	Sale and Leaseback Transactions.	43
	Section 7.10	Hedging Agreements.	43
	Section 7.11	Amendment to Material Documents.	43
	Section 7.12	Permitted Subordinated Indebtedness.	43
	Section 7.13	Accounting Changes.	44
	Section 7.14	Name Changes.	44
	 	 	 
	Article 8 EVENTS OF DEFAULT	44
	 	 
	Section 8.1	Events of Default.	44
	 	 	 
	Article 9 RESERVED	46
	 	 	 
	Article 10 MISCELLANEOUS	47
	 	 
	Section 10.1	Notices.	47
	Section 10.2	Waiver; Amendments.	48
	Section 10.3	Expenses; Indemnification.	48
	Section 10.4	Successors and Assigns.	49
	Section 10.5	Governing Law; Jurisdiction; Consent to Service of Process.	50
	Section 10.6	ARBITRATION.	51
	Section 10.7	Right of Setoff.	53
	Section 10.8	Counterparts; Integration.	53
	Section 10.9	Survival.	53
	Section 10.10	Severability.	54
	Section 10.11	Confidentiality.	54
	Section 10.12	Interest Rate Limitation.	54
	Section 10.13	US PATRIOT Act Notice.	55


 


	Schedules	 	 
	 	 	 
	Schedule 4.5	-	Environmental Matters
	Schedule 4.14	-	Subsidiaries
	Schedule 7.4	-	Existing Investments
	 	 	 
	Exhibits	 	 
	 	 	 
	Exhibit A	-	Revolving Credit Note
	Exhibit B	-	Reserved
	Exhibit C	-	Form of Subsidiary Guarantee Agreement with Schedule I and Annex I thereto
	Exhibit D	-	Form of Indemnity, Subrogation and Contribution Agreement with Schedule I and Annex I thereto
	Exhibit 2.3	-	Notice of Revolving Borrowing
	Exhibit 2.7	-	Notice of Continuation/Conversion
	Exhibit 3.1(b)(iv)	-	Form of Secretary’s Certificate
	 	 	 




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	Exhibit 3.1(b)(vii)	-	Form of Officer’s Certificate
	Exhibit 3.1(c)	-	Issued and Outstanding Letters of Credit
	Exhibit 7.1(j)	-	Unencumbered Commercial Properties
	 	 	 
	Annexes	 	 
	 	 	 
	Annex I	-	Captive Investment Policy Statement
	 	 	 




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2015
CREDIT AGREEMENT


THIS 2015 CREDIT
AGREEMENT (this “Agreement”) is made and entered into as of January 30, 2015, by and among FRP
HOLDINGS, INC., a Florida corporation (the “Borrower”) and WELLS FARGO BANK, N.A. (the “Lender”).


W I T
N E S S E T H:


WHEREAS,
Patriot Transportation, Inc. (formerly known as Patriot Transportation Holding, Inc.) and Lender are parties to a 2012 Amended
and Restated Credit Agreement dated as of December 21, 2012, as amended (the “Original Credit Agreement”);
and


WHEREAS,
the board of directors of Patriot Transportation, Inc., has adopted a plan of reorganization pursuant to which, among other things,
Patriot Transportation, Inc., is split into two public companies, Patriot Transportation Holding, Inc., and the Borrower; and


WHEREAS,
the Borrower has requested, and Bank has agreed to extend to Borrower, a revolving credit facility in the principal amount of $20,000,000,
all as more fully set forth below.


NOW, THEREFORE,
in consideration of the premises and the mutual covenants herein contained, the Borrower and the Lender agree as follows:


Article
1



DEFINITIONS; CONSTRUCTION


Section 1.1


Definitions. In addition to
the other terms defined herein, the following terms used herein shall have the meanings herein specified (to be equally
applicable to both the singular and plural forms of the terms defined):


“Affiliate”
shall mean, as to any Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled
by, or is under common Control with, such Person.


“Applicable
Margin” shall mean the respective number of basis points per annum designated below determined based on the Borrower’s
Leverage Ratio:


	LEVEL	Leverage

Ratio	Applicable Margin

(basis points per annum)
	 	 	Base Rate	LIBOR1	Commitment

Fee
	I	>=.45 to .55	140.0	190.0	25.0
	II	>=.35 to <.45	105.0	165.0	20.0
	III	<.35	65.0	140.0	15.0


 


 __________


1Applies
to both Daily One Month LIBOR Loans or Eurodollar Loans.


 



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; provided, however, that adjustments,
if any, to the Applicable Margin based on changes in the Borrower’s Leverage Ratio as set forth above shall be calculated
by the Lender quarterly, based upon the Borrower’s quarterly financial statements, on a rolling four quarter basis, and shall
become effective (each an “Interest Rate Change Date”), (i) if interest is based on the Base Rate, on
the third Day after the Lender receives the Covenant Compliance Certificate and/or the financial statements reflecting such change
in the Borrower’s Leverage Ratio or (ii) if interest is based on LIBOR, on the first Day of the Interest Period following
the Interest Period that the Lender receives the Covenant Compliance Certificate and/or the financial statements reflecting such
change in the Borrower’s Leverage Ratio; and provided, further, however, if the Borrower shall fail to deliver any such Covenant
Compliance Certificate or financial statements within the time period required pursuant to this Agreement, then the Applicable
Margin shall be at Level I until the appropriate Covenant Compliance Certificate or financial statements, as the case may be, are
so delivered. The Applicable Margin as of the Closing Date shall be at [Level III].


“Available
Amount” means on the calculation date, the maximum amount available to be drawn under any Letter of Credit.


“Availability
Period” shall mean the period from the Closing Date to the Commitment Termination Date.


“Bank
Products” shall mean any of the following services provided to Borrower by Lender (or any Affiliate of a Lender):
(a) any treasury or other cash management services, including deposit accounts, automated clearing house (ACH) origination
and other funds transfer, depository (including cash vault and check deposit), zero balance accounts and sweeps, return items processing,
controlled disbursement accounts, positive pay, lockboxes and lockbox accounts, account reconciliation and information reporting,
payables outsourcing, payroll processing, trade finance services, investment accounts and securities accounts, (b) card services,
including credit cards (including purchasing cards and commercial cards), prepaid cards, including payroll, stored value and gift
cards, merchant services processing, and debit card services and (c) Hedging Agreements entered into with Lender (or an Affiliate
of Lender).


“Base
Rate” shall mean at any time the Federal Funds Rate plus 0.5% per annum.


“Base
Rate Loan” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising
such Borrowing, bears interest at a rate determined by reference to the Base Rate.


“Borrower”
shall have the meaning in the introductory paragraph hereof.


 




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“Borrowing”
shall mean a borrowing consisting of Loans of the same Type, made, converted or continued on the same date and in the case of Eurodollar
Loans, as to which a single Interest Period is in effect.


“Capital
Lease Obligations” of any Person shall mean all obligations of such Person to pay rent or other amounts under any
lease (or other arrangement conveying the right to use) of real or personal property, or a combination thereof, which obligations
are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount
of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.


“Change
in Control” shall mean the occurrence of one or more of the following events: (a) any sale, lease, exchange or other
transfer (in a single transaction or a series of related transactions) of all or substantially all of the assets of the Borrower
to any Person or “group” (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities
and Exchange Commission thereunder in effect on the date hereof), (b) the acquisition of ownership, directly or indirectly, beneficially
or of record, by any Person or “group” (within the meaning of the Securities Exchange Act of 1934 and the rules of
the Securities and Exchange Commission thereunder as in effect on the date hereof) of thirty percent (30%) or more of the outstanding
shares of the voting stock of the Borrower; or (c) occupation of a majority of the seats (other than vacant seats) on the board
of directors of the Borrower by Persons who were neither (i) nominated by the current board of directors or (ii) appointed by directors
so nominated.


“Change
in Law” shall mean (i) the adoption of any applicable law, rule or regulation after the date of this Agreement, (ii)
any change in any applicable law, rule or regulation, or any change in the interpretation or application thereof, by any Governmental
Authority after the date of this Agreement, or (iii) compliance by the Lender (or for purposes of Section 2.17(b) or Section
2.24, by the Lender’s holding company, if applicable) with any request, guideline or directive (whether or not having
the force of law) of any Governmental Authority made or issued after the date of this Agreement.


“Closing
Date” shall mean January 30, 2015.


“Code”
shall mean the Internal Revenue Code of 1986, as amended and in effect from time to time.


“Commitment
Termination Date” shall mean the earliest of (i) December 1, 2019, (ii) the date on which the Revolving Commitment
is terminated pursuant to Section 2.8 or (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).


“Consolidated
Current Maturities of Long Term Debt” shall mean the portion of Consolidated Long Term Debt of the Borrower and its
Subsidiaries, on a consolidated basis determined in accordance with GAAP, paid during the twelve (12) month period ending on the
last day of the month prior to the date as of which said determination is to be made, but excluding any amounts paid during such
period in respect of Consolidated Long Term Debt that was not in default and which was voluntarily prepaid by the Borrower and
its Subsidiaries.


 




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“Consolidated
EBITDA” shall mean, for the Borrower and its Subsidiaries for any period, an amount equal to the sum of (a) Consolidated
Net Income for such period plus (b) to the extent deducted in determining Consolidated Net Income for such period, (i) Consolidated
Interest Expense, (ii) Consolidated Income Tax Expense, and (iii) depreciation, depletion and amortization determined on a consolidated
basis in accordance with GAAP in each case for such period.


“Consolidated
Income Tax Expense” shall mean, for the Borrower and its Subsidiaries for any period determined on a consolidated
basis in accordance with GAAP, the aggregate of all present or future taxes, levies, imposts, duties, deductions, charges or withholdings
paid in cash to any Governmental Authority.


“Consolidated
Interest Expense” shall mean, for the Borrower and its Subsidiaries for any period determined on a consolidated basis
in accordance with GAAP, the sum of (i) total cash interest expense, including without limitation the interest component of any
payments in respect of Capital Leases Obligations capitalized or expensed during such period (whether or not actually paid during
such period) plus (ii) the net amount payable (or minus the net amount receivable) under Hedging Agreements during such period
(whether or not actually paid or received during such period).


“Consolidated
Long Term Debt” shall mean, for any period, all Indebtedness of the Borrower and its Subsidiaries, or any portion
thereof, determined on a consolidated basis and in accordance with GAAP, the maturity of which extends beyond twelve (12) months
from the date of calculation of Consolidated Long Term Debt.


“Consolidated
Net Income” shall mean, for any period, the net income (or loss) of the Borrower and its Subsidiaries for such period
determined on a consolidated basis in accordance with GAAP, but excluding therefrom (to the extent otherwise included therein)
(i) any extraordinary gains or losses, (ii) any gains attributable to write-ups of assets, (iii) any equity interest of the Borrower
or any Subsidiary of the Borrower in the unremitted earnings of any Person that is not a Subsidiary and (iv) any income (or loss)
of any Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with the Borrower or any Subsidiary
on the date that such Person’s assets are acquired by the Borrower or any Subsidiary.


“Consolidated
Net Worth” shall mean, as of any date, the total assets of the Borrower and its Subsidiaries that would be reflected
on the Borrower’s consolidated balance sheet as of such date prepared in accordance with GAAP, after eliminating all amounts
properly attributable to minority interests, if any, in the stock and surplus of Subsidiaries, minus the sum of (i) the total liabilities
of the Borrower and its Subsidiaries that would be reflected on the Borrower’s consolidated balance sheet as of such date
prepared in accordance with GAAP and (ii) the amount of any write-up in the book value of any assets resulting from a revaluation
thereof or any write-up in excess of the cost of such assets acquired reflected on the consolidated balance sheet of the Borrower
as of such date prepared in accordance with GAAP.


“Consolidated
Total Capital” shall mean, as of any date of determination with respect to the Borrower, the sum of (i) Consolidated
Total Debt and (ii) Consolidated Net Worth.


 




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“Consolidated
Total Debt” shall mean, as of any date of determination, all Indebtedness of the Borrower and its Subsidiaries that
would be reflected on a consolidated balance sheet of the Borrower prepared in accordance with GAAP as of such date.


“Control”
shall mean the power, directly or indirectly, either to (i) vote five percent (5%) or more of securities having ordinary voting
power for the election of directors (or persons performing similar functions) of a Person or (ii) direct or cause the direction
of the management and policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. The
terms “Controlling,” “Controlled by,” and “under common Control
with” have meanings correlative thereto.


“Covenant
Compliance Certificate” shall mean a certificate in such form as may be acceptable to the Lender, containing all
the financial covenants and ratios with which the Borrower is required to comply during the term of this Agreement and containing
calculations reflecting whether or not the Borrower is in compliance with each such financial covenant or ratio.


“Daily
One Month LIBOR” means for any day, the rate of interest equal to LIBOR then in effect for delivery for a one (1)
month period.


“Daily
One Month LIBOR Loan” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans
comprising such Borrowing, bears interest at a rate determined by reference to Daily One Month LIBOR.


“Default”
shall mean any condition or event that, with the giving of notice or the lapse of time or both, would constitute an Event of Default.


“Default
Interest” shall have the meaning set forth in Section 2.12(b).


“Designated
Account” shall mean the demand deposit operating account of Borrower designated as the account to be used for the
debit or credit of funds in connection with the Loan Management Service pursuant to Section 2.5 or for the funding of Revolving
Loan advances pursuant to Section 2.6.


“Dollar(s)”
and the sign “$” shall mean lawful money of the United States of America.


“Environmental
Laws” shall mean all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices
or binding agreements issued, promulgated or entered into by or with any Governmental Authority, relating in any way to the environment,
preservation or reclamation of natural resources, the management, Release or threatened Release of any Hazardous Material or to
health and safety matters.


“Environmental
Liability” shall mean any liability, contingent or otherwise (including any liability for damages, costs of environmental
investigation and remediation, costs of administrative oversight, fines, natural resource damages, penalties or indemnities), of
the Borrower or any Subsidiary directly or indirectly resulting from or based upon (a) any actual or alleged violation of any Environmental
Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) any actual
or alleged exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials or (e) any contract,
agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.


 




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“ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor statute.


“ERISA
Affiliate” shall mean any trade or business (whether or not incorporated), which, together with the Borrower, is
treated as a single employer under Section 414(b) or (c) of the Code or, solely for the purposes of Section 302 of ERISA and Section
412 of the Code, is treated as a single employer under Section 414 of the Code.


“ERISA
Event” shall mean (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations
issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the existence
with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302
of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application
for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates
of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Borrower or any ERISA
Affiliate from the PBGC or a plan administrator appointed by the PBGC of any notice relating to an intention to terminate any Plan
or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Borrower or any of its ERISA Affiliates of any
liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the Borrower
or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any
notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be,
insolvent or in reorganization, within the meaning of Title IV of ERISA.


“Eurodollar”
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, bears interest
at a rate determined by reference to the LIBOR.


“Event
of Default” shall have the meaning provided in Article 8.


“Excluded
Taxes” shall mean with respect to the Lender or any other recipient of any payment to be made by or on account of
any obligation of the Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by the United
States of America, or by the jurisdiction under the laws of which such recipient is organized or in which its principal office
is located or, in the case of the Lender, in which its applicable lending office is located and (b) any branch profits taxes imposed
by the United States of America or any similar tax imposed by any other jurisdiction in which the Borrower is located.


“Federal
Funds Rate” shall mean, for any day, the rate per annum (rounded upwards, if necessary, to the next 1/8th of 1%)
equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged
by Federal funds brokers for the immediately preceding day, as published by the Federal Reserve Bank of New York; provided that
if no such rate is so published on any day, then the Federal Funds Rate for such day shall be the rate most recently published.


 




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“Fixed
Charge Coverage Ratio” shall mean, for any period of four consecutive fiscal quarters of the Borrower, the ratio
of (a) Consolidated EBITDA for such period less Consolidated Income Tax Expenses to (b) the sum of Consolidated Interest Expense
plus Consolidated Current Maturities of Long Term Debt for such period.


“GAAP”
shall mean generally accepted accounting principles in the United States applied on a consistent basis and subject to the terms
of Section 1.3.


“Governmental
Authority” shall mean the government of the United States of America, any other nation or any political subdivision
thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.


“Guarantee”
of or by any Person (the “guarantor”) shall mean any obligation, contingent or otherwise, of the guarantor
guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary
obligor”) in any manner, whether directly or indirectly and including any obligation, direct or indirect, of the
guarantor (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation
or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease
property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment
thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary
obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect
of any letter of credit or letter of guaranty issued in support of such Indebtedness or obligation; provided, that the term “Guarantee”
shall not include endorsements for collection or deposits in the ordinary course of business. The amount of any Guarantee shall
be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which the Guarantee
is made or, if not so stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person
is required to perform thereunder) as determined by such Person in good faith. The term “Guarantee” used
as a verb has a corresponding meaning.


“Guarantors”
shall mean Florida Rock Properties, Inc., FRP Maryland, Inc., and FRP Development Corp., and any future Subsidiary which is required
pursuant to Section 5.10 to become a Guarantor.


“Hazardous
Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes
or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls,
radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental
Law.


 




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“Hedging
Agreements” shall mean interest rate swap, cap or collar agreements, interest rate future or option contracts, currency
swap agreements, currency future or option contracts, commodity agreements and other similar agreements or arrangements designed
to protect against fluctuations in interest rates, currency values or commodity values.


“Indebtedness”
of any Person shall mean, without duplication (i) all obligations of such Person for borrowed money, (ii) all obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations of such Person in respect of the
deferred purchase price of property or services (other than trade payables incurred in the ordinary course of business; provided,
that for purposes of Section 8.1(f), trade payables overdue by more than 120 days shall be included in this definition except
to the extent that any of such trade payables are being disputed in good faith and by appropriate measures), (iv) all obligations
of such Person under any conditional sale or other title retention agreement(s) relating to property acquired by such Person, (v)
all Capital Lease Obligations of such Person, (vi) all obligations, contingent or otherwise, of such Person in respect of letters
of credit, acceptances or similar extensions of credit, (vii) all Guarantees of such Person of the type of Indebtedness described
in clauses (i) through (vi) above, (viii) all Indebtedness of a third party secured by any Lien on property owned by such Person,
whether or not such Indebtedness has been assumed by such Person, (ix) all obligations of such Person, contingent or otherwise,
to purchase, redeem, retire or otherwise acquire for value any common stock of such Person, and (x) Off-Balance Sheet Liabilities.
The Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture in which such Person is a general
partner or a joint venturer, except to the extent that the terms of such Indebtedness provide that such Person is not liable therefor.


“Indemnified
Taxes” shall mean Taxes other than Excluded Taxes.


“Indemnity
and Contribution Agreement” shall mean the 2015 Indemnity, Subrogation and Contribution Agreement, substantially
in the form of Exhibit D, among the Borrower, the Subsidiary Loan Parties and the Lender.


“Interest
Period” means a period commencing on a New York Business Day and continuing for one month, two months, three months
or six months, as designated by Borrower in accordance with the applicable provisions of Article 2, during which all or a portion
of the outstanding principal balance of this Note bears interest determined in relation to LIBOR; provided however, that (i) if
the day after the end of any Interest Period is not a New York Business Day (so that a new Interest Period could not be selected
by Borrower to start on such day), then such Interest Period shall continue up to, but shall not include, the next New York Business
Day after the end of such Interest Period, unless the result of such extension would be to cause any immediately following Interest
Period to begin in the next calendar month in which event the Interest Period shall continue up to, but shall not include, the
New York Business Day immediately preceding the last day of such Interest Period, and (ii) no Interest Period shall extend beyond
the scheduled maturity date hereof.


“Lender”
shall have the meaning assigned to such term in the opening paragraph of this Agreement.


 




    	8



    	 



    

 


“Letter
of Credit” shall mean any standby letter of credit (or at the Lender’s discretion, any documentary letter of
credit) issued by the Lender pursuant to Section 2.22 hereof, as it may be modified from time to time. The term “Letter
of Credit” shall not include any letters of credit issued by the Lender other than pursuant to this Agreement.


“Letter
of Credit Documents” shall mean such applications and other agreements as the Lender may require in connection with
the issuance of a Letter of Credit, as they may be modified from time to time.


“Letter
of Credit Exposure” shall mean the aggregate Available Amount of all outstanding Letters of Credit as to which the
Lender is obligated to make Revolving Loan advances pursuant to Section 2.23.


“Letter
of Credit Notice” shall have the meaning set forth in Section 2.23.


“Leverage
Ratio” shall mean, as of any date of determination with respect to the Borrower, the ratio of (i) Consolidated Total
Debt as of such date to (ii) Consolidated Total Capital as of such date.


“LIBOR”
shall mean, for any applicable Interest Period with respect to any Eurodollar Loan, the rate of interest per annum determined by
Bank based on the rate for United States dollar deposits for delivery on the first day of each Interest Period for a period approximately
equal to such Interest Period as reported on Reuters Screen LIBOR01 page (or any successor page) at approximately 11:00 a.m., London
time, two London Business Days prior to the first day of such Interest Period (or if not so reported, then as determined by Bank
from another recognized source or interbank quotation).


“Lien”
shall mean any mortgage, pledge, security interest, lien (statutory or otherwise), charge, encumbrance, hypothecation, assignment,
deposit arrangement, or other arrangement having the practical effect of the foregoing or any preference, priority or other security
agreement or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention
agreement and any capital lease having the same economic effect as any of the foregoing).


“Loan
Documents” shall mean, collectively, this Agreement, the Revolving Credit Note, all Notices of Revolving Borrowing,
all Letter of Credit Notices, all Letter of Credit Documents, the Subsidiary Guarantee Agreement, the Indemnity and Contribution
Agreement, and any and all other instruments, agreements, documents and writings executed in connection with any of the foregoing,
as they may be modified from time to time.


“Loan
Management Service” shall mean Lender’s proprietary automated loan management program that controls the manner
in which funds are transferred between the Designated Account and the Revolving Loan for credit or debit to the Revolving Loan,
or any successor service or product that performs similar service.


“Loan
Parties” shall mean the Borrower and the Subsidiary Loan Parties.


 




    	9



    	 



    

 


“Loans”
shall mean Base Rate Loans, Daily One Month LIBOR Loans, Eurodollar Loans and/or LOC Loans, or any of them, as the context shall
require.


“London
Business Day” means any day that is a day for trading by and between banks in Dollar deposits in the London interbank
market.


“LOC
Fee Payment Date” shall mean the last day of each March, June, September and December and on the Commitment Termination
Date.


“LOC
Loan” shall have the meaning set forth in Section 2.23.


“Material
Adverse Effect” shall mean, with respect to any event, act, condition or occurrence of whatever nature (including
any adverse determination in any litigation, arbitration, or governmental investigation or proceeding), whether individually or
in conjunction with any other event or events, act or acts, condition or conditions, occurrence or occurrences whether or not related,
a material adverse change in, or a material adverse effect on, (i) the business, results of operations, financial condition, assets,
liabilities or prospects of the Borrower and of the Borrower and its Subsidiaries taken as a whole, (ii) the ability of the Loan
Parties to perform any of their respective obligations under the Loan Documents, (iii) the rights and remedies of the Lender under
any of the Loan Documents or (iv) the legality, validity or enforceability of any of the Loan Documents.


“Material
Indebtedness” shall mean Indebtedness (other than the Loans) or obligations in respect of one or more Hedging Agreements,
of any one or more of the Borrower and the Subsidiaries in an aggregate principal amount exceeding $1,000,000.00. For purposes
of determining Material Indebtedness, the “principal amount” of the obligations of the Borrower or any
Subsidiary in respect to any Hedging Agreement at any time shall be the maximum aggregate amount (giving effect to any netting
agreements) that the Borrower or such Subsidiary would be required to pay if such Hedging Agreement were terminated at such time.


“Moody’s”
shall mean Moody’s Investors Service, Inc.


“Multiemployer
Plan” shall have the meaning set forth in Section 4001(a)(3) of ERISA.


“New
York Business Day” shall mean any day except a Saturday, Sunday or any other day on which commercial banks in New
York are authorized or required by law to close.


“Notice
of Revolving Borrowing” shall have the meaning set forth in Section 2.3.


“Notice
of Conversion/Continuation” shall mean the notice given by the Borrower to the Lender in respect of the conversion
or continuation of an outstanding Borrowing as provided in Section 2.7(b) hereof.


 




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“Obligations”
shall mean all amounts owing by the Borrower to the Lender pursuant to or in connection with this Agreement, any other Loan Document
or any Bank Products, including without limitation, all principal, interest (including any interest accruing after the filing of
any petition in bankruptcy or the commencement of any insolvency, reorganization or like proceeding relating to the Borrower, whether
or not a claim for post-filing or post-petition interest is allowed in such proceeding), all reimbursement obligations under the
Letter of Credit Documents, fees, expenses, indemnification and reimbursement payments, costs and expenses (including all reasonable
fees and expenses of counsel to the Lender incurred pursuant to this Agreement or any other Loan Document), whether direct or indirect,
absolute or contingent, liquidated or unliquidated, now existing or hereafter arising hereunder or thereunder, together with all
renewals, extensions, modifications or refinancings thereof.


“Off-Balance
Sheet Liabilities” of any Person shall mean (i) any repurchase obligation or liability of such Person with respect
to accounts or notes receivable sold by such Person, (ii) any liability of such Person under any sale and leaseback transactions
which do not create a liability on the balance sheet of such Person, (iii) any liability of such Person under any so-called “synthetic”
lease transaction or (iv) any obligation arising with respect to any other transaction which is the functional equivalent of or
takes the place of borrowing but which does not constitute a liability on the balance sheet of such Person.


“Other
Taxes” shall mean any and all present or future stamp or documentary taxes or any other excise or property taxes,
charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise
with respect to, this Agreement or any other Loan Document.


“Participant”
shall have the meaning set forth in Section 10.4(b).


“Payment
Office” shall mean the office of the Lender located at One Independent Drive, 25th Floor, Jacksonville,
Florida 32202, or such other location as to which the Lender shall have given written notice to the Borrower.


“PBGC”
shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA, and any successor entity performing similar
functions.


“Permitted
Encumbrances” shall mean:


(a)


Liens imposed by
law for taxes not yet delinquent or which are being contested in good faith by appropriate proceedings and with respect to which
adequate reserves are being maintained in accordance with GAAP;


(b)


statutory Liens
of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law created in the ordinary
course of business for amounts not yet due or which are being contested in good faith by appropriate proceedings and with respect
to which adequate reserves are being maintained in accordance with GAAP;


(c)


pledges and deposits
made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social
security laws or regulations;


(d)


deposits to secure
the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations
of a like nature, in each case in the ordinary course of business;


 




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(e)


judgment and attachment
Liens not giving rise to an Event of Default or Liens created by or existing from any litigation or legal proceeding that are currently
being contested in good faith by appropriate proceedings and with respect to which adequate reserves are being maintained in accordance
with GAAP;


(f)


easements, zoning
restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business
that do not secure any monetary obligations and do not materially detract from the value of the affected property or materially
interfere with the ordinary conduct of business of the Borrower and its Subsidiaries taken as a whole; and


(g)


Liens arising under
ERISA which could not reasonably be expected to have a Material Adverse Effect;


provided, that the term “Permitted
Encumbrances” shall not include any Lien securing Indebtedness.


“Permitted
Investments” shall mean:


(a)


direct obligations of, or obligations
the principal of and interest on which are unconditionally guaranteed by, the United States (or by any agency thereof to the extent
such obligations are backed by the full faith and credit of the United States), in each case maturing within one year from the
date of acquisition thereof;


(b)


commercial paper having the highest rating,
at the time of acquisition thereof, of S&P or Moody’s and in either case maturing within six months from the date of
acquisition thereof;


(c)


certificates of deposit, bankers’
acceptances and time deposits maturing within 180 days of the date of acquisition thereof issued or guaranteed by or placed with,
and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of
the United States or any state thereof which has a combined capital and surplus and undivided profits of not less than $500,000,000.00;


(d)


fully collateralized repurchase agreements
with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution
satisfying the criteria described in clause (c) above;


(e)


investments in money market mutual funds
that are registered with the SEC and subject to Rule 2a-7 of the Investment Company Act of 1940 and have a net asset value of $1.00;


(f)


municipal obligations issued by any state
of the United States of America or any municipality or other political subdivision of any such state rated at least AAA by S&P,
Aaa by Moody’s or AAA by Fitch at the time of purchase; in each case maturing within one year from the date of acquisition
thereof;


 




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(g)


fixed income mutual funds that provide
next day liquidity and have a duration of one year or less; and


(h)


with respect to the investments of captive
loss funds, investments in accordance with the investment policy set forth on Annex I.


“Permitted
Subordinated Debt” shall mean any Indebtedness of the Borrower or any Subsidiary (i) that is expressly subordinated
to the Obligations on terms reasonably satisfactory to the Lender, and (ii) that is evidenced by an indenture or other similar
agreement that is in a form reasonably satisfactory to the Lender.


“Person”
shall mean any individual, partnership, firm, corporation, association, joint venture, limited liability company, trust or other
entity, or any Governmental Authority.


“Plan”
means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were
terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5)
of ERISA.


“Regulation
D” shall mean Regulation D of the Board of Governors of the Federal Reserve System, as the same may be in effect
from time to time, and any successor regulations.


“Related
Parties” shall mean, with respect to any specified Person, such Person’s Affiliates and the respective directors,
officers, employees, agents and advisors of such Person and such Person’s Affiliates.


“Release”
means any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or
migration into the environment (including ambient air, surface water, groundwater, land surface or subsurface strata) or within
any building, structure, facility or fixture.


“Responsible
Officer” shall mean any of the president, the chief executive officer, the chief operating officer, the chief financial
officer, the treasurer or a vice president of the Borrower or such other representative of the Borrower as may be designated in
writing by any one of the foregoing with the consent of the Lender; and, with respect to the financial covenants only, the chief
financial officer or the treasurer of the Borrower.


“Restricted
Payment” shall have the meaning set forth in Section 7.5.


“Revolving
Commitment” shall mean the obligation of the Lender to make Revolving Loans to or for the account of the Borrower
in an aggregate principal amount not exceeding $20,000,000.


“Revolving
Credit Exposure” shall mean, at any time, the sum of the outstanding principal amount of Revolving Loan plus the
Letter of Credit Exposure.


 




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“Revolving
Credit Note” shall mean a promissory note of the Borrower payable to the order of the Lender in the principal amount
of the Revolving Commitment, in substantially the form of Exhibit A, as it may be modified from time to time.


“Revolving
Loan” shall mean a loan made by the Lender to the Borrower under its Revolving Commitment, which may either be a
Daily One Month LIBOR Loan or a Eurodollar Loan.


“S&P”
shall mean Standard & Poor’s.


“SPE
Subsidiary” shall mean a special purpose Subsidiary of the Borrower established solely for the purpose of owning
a parcel of real property for permanent financing purposes.


“Subordinated
Debt Documents” shall mean any indenture, agreement or similar instrument governing any Permitted Subordinated Debt.


“Subsidiary”
shall mean, with respect to any Person (the “parent”), any corporation, partnership, joint venture, limited
liability company, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s
consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as
any other corporation, partnership, joint venture, limited liability company, association or other entity (i) of which securities
or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power, or in the
case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, Controlled or held, or (ii)
that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one
or more subsidiaries of the parent. Unless otherwise indicated, all references to “Subsidiary” hereunder
shall mean a Subsidiary of the Borrower. Notwithstanding the foregoing or any other provision in this Agreement to the contrary,
FRP Riverfront I, LLC, a Delaware limited liability company (“FRP Riverfront”) shall not be deemed to
constitute a Subsidiary of the Borrower for purposes of this Agreement.


“Subsidiary
Guarantee Agreement” shall mean the Subsidiary Guarantee Agreement, substantially in the form of Exhibit C attached
hereto, made by the Subsidiary Loan Parties in favor of the Lender.


“Subsidiary
Loan Party” shall mean any Subsidiary that is not a Foreign Subsidiary or a SPE Subsidiary.


“Taxes”
shall mean any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental
Authority.


“Type,”
when used in reference to a Loan, refers to whether the Loan is a Base Rate Loan, a Daily One Month LIBOR Loan, or a Eurodollar
Loan, and when used in reference to a Borrowing, refers to whether the Borrowing is a Base Rate Borrowing, a Daily One Month LIBOR
Borrowing, or a Eurodollar Borrowing.


 




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“Withdrawal
Liability” shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such
Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.


Section 1.2


Classifications of Loans and Borrowings.


For purposes of
this Agreement, Loans may be classified and referred to by Type (e.g. a “Eurodollar Loan” or “Base Rate Loan”
or “Daily One Month LIBOR Loan”). Borrowings also may be classified and referred to by Type (e.g. “Eurodollar
Borrowing”).


Section 1.3


Accounting Terms and Determination.


Unless otherwise
defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall
be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect
from time to time, applied on a basis consistent (except for such changes approved by the Borrower’s independent public accountants)
with the most recent audited consolidated financial statement of the Borrower delivered pursuant to Section 5.1(a); provided,
that if the Borrower notifies the Lender that the Borrower wishes to amend any covenant in Article 6 to eliminate the effect
of any change in GAAP on the operation of such covenant (or if the Lender notifies the Borrower that the Lender wishes to amend
Article 6 for such purpose), then the Borrower’s compliance with such covenant shall be determined on the basis of
GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant
is amended in a manner satisfactory to the Borrower and the Lender.


Section 1.4


Terms Generally.


The definitions
of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any
pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes”
and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will”
shall be construed to have the same meaning and effect as the word “shall”. In the computation of periods of time from
a specified date to a later specified date, the word “from” means “from and including” and the word “to”
means “to but excluding”. Unless the context requires otherwise (i) any definition of or reference to any agreement,
instrument or other document herein shall be construed as referring to such agreement, instrument or other document as it was originally
executed or as it may from time to time be amended, supplemented or otherwise modified (subject to any restrictions on such amendments,
supplements or modifications set forth herein), (ii) any reference herein to any Person shall be construed to include such Person’s
successors and permitted assigns, (iii) the words “hereof”, “herein” and “hereunder” and words
of similar import shall be construed to refer to this Agreement as a whole and not to any particular provision hereof, (iv) all
references to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles, Sections, Exhibits and Schedules
to this Agreement and (v) all references to a specific time shall be construed to refer to the time in the city and state of the
Lender’s principal office, unless otherwise indicated.


 




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Article
2



AMOUNT AND TERMS OF THE REVOLVING COMMITMENT


Section 2.1


General Description of Facility.


Subject to and upon
the terms and conditions herein set forth, (i) the Lender hereby establishes in favor of the Borrower a revolving credit facility
pursuant to which the Lender agrees (up to the Revolving Commitment) to make Revolving Loans to the Borrower in accordance with
Section 2.2, and (ii) the Lender agrees to issue Letters of Credit in accordance with Section 2.22 hereof; provided,
that in no event shall the aggregate principal amount of all outstanding Revolving Loans plus the aggregate Available Amounts of
all outstanding Letters of Credit exceed at any time the Revolving Commitment from time to time in effect.


Section 2.2


Revolving Loans.


Subject to the terms
and conditions set forth herein, the Lender agrees to make Revolving Loans to or for the account of the Borrower, from time to
time during the Availability Period, in an aggregate principal amount outstanding at any time that will not result in the Lender’s
Revolving Credit Exposure exceeding the Revolving Commitment. During the Availability Period, the Borrower shall be entitled to
borrow, prepay and reborrow Revolving Loans in accordance with the terms and conditions of this Agreement; provided, that the Borrower
may not borrow or reborrow should there exist a Default or Event of Default.


Section 2.3


Procedure for Borrowings.


Provided that Lender
has expressly prohibited the Borrower from using the Loan Management Service, the Borrower shall give Lender written notice (or
telephonic notice promptly confirmed in writing) of each Borrowing substantially in the form of Exhibit 2.3 attached hereto (a
“Notice of Revolving Borrowing”) (x) prior to 11:00 a.m. one (1) New York Business Day prior to the requested
date of each Daily One Month LIBOR Borrowing, and (y) prior to 11:00 a.m. three (3) London Business Days prior to the requested
date of each Eurodollar Borrowing. Each Notice of Revolving Borrowing shall be irrevocable and shall specify: (i) the aggregate
principal amount of such Borrowing, (ii) the date of such Borrowing (which shall be a New York Business Day), (iii) the Type of
such Loan comprising such Borrowing, and (iv) in the case of a Eurodollar Borrowing, the duration of the initial Interest Period
applicable thereto (subject to the provisions of the definition of Interest Period). Each Borrowing shall consist entirely of Daily
One Month LIBOR Loans or Eurodollar Loans, as the Borrower may request. The aggregate principal amount of each Eurodollar Borrowing
shall be not less than $100,000.00 or a larger multiple of $50,000.00. At no time shall the total number of outstanding Borrowings
which consist of Eurodollar Borrowings exceed seven (7).





Section 2.4


Reserved.






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Section 2.5


Loan Management Service.


If Lender has separately
agreed that Borrower may use the Loan Management Service, Borrower shall not request and Lender shall no longer honor a Notice
of Revolving Borrowing in accordance with Section 2.3 and all Borrowings will instead be initiated by Lender and credited
to the Designated Account as Borrowings as of the end of each Business Day in an amount sufficient to maintain an agreed upon ledger
balance in the Designated Account. If Lender terminates Borrower’s access to the Loan Management Service, Borrower may continue
to request advances as provided in Section 2.3, subject to the other terms and conditions of this Agreement. Lender shall
have no obligation to make a Revolving Loan advance through the Loan Management Service after the occurrence of a Default or Event
of Default, or in an amount that would result in the Lender’s Revolving Credit Exposure exceeding the Revolving Commitment
as set forth in Section 2.2 of this Agreement.


Section 2.6


Funding of Borrowings.


If Lender has not
separately agreed that Borrower may use the Loan Management Service, the Lender will make available each Loan to be made by it
hereunder on the proposed date thereof by crediting the amount of such Loan, in immediately available funds, by the close of business
on such proposed date, to the Designated Account or, at the Borrower’s option, by effecting a wire transfer of such amounts
to an account designated by the Borrower to the Lender.


Section 2.7


Interest Elections.


(a)


If Lender has not
separately agreed that Borrower may use the Loan Management Service, each Borrowing initially shall be of the Type specified in
the applicable Notice of Revolving Borrowing, and in the case of a Eurodollar Borrowing, shall have an initial Interest Period
as specified in such Notice of Revolving Borrowing. If Lender has separately agreed that Borrower may use the Loan Management
Service, each Borrowing shall initially be made as a Daily One Month LIBOR Borrowing. Thereafter, the Borrower may elect to convert
outstanding Borrowings into a different Type or to continue such Borrowings, and in the case of a Eurodollar Borrowing, may elect
Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different
portions of the affected Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing.





(b)


To make an election
pursuant to this Section, the Borrower shall give the Lender prior written notice (or telephonic notice promptly confirmed in writing)
of each Borrowing (a “Notice of Conversion/Continuation”) that is to be converted or continued, as the
case may be, (x) prior to 10:00 a.m. one (1) New York Business Day prior to the requested date of a conversion into a Daily One
Month LIBOR Borrowing, and (y) prior to 11:00 a.m. three (3) London Business Days prior to a continuation of or conversion into
a Eurodollar Borrowing. Each such Notice of Conversion/Continuation shall be irrevocable and shall specify (i) the Borrowing to
which such Notice of Continuation/Conversion applies and if different options are being elected with respect to different portions
thereof, the portions thereof that are to be allocated to each resulting Borrowing (in which case the information to be specified
pursuant to clauses (iii) and (iv) shall be specified for each resulting Borrowing); (ii) the effective date of the election made
pursuant to such Notice of Continuation/Conversion, which shall be a New York Business Day, (iii) whether the resulting Borrowing
is to be a Daily One Month LIBOR Borrowing or a Eurodollar Borrowing; and (iv) if the resulting Borrowing is to be a Eurodollar
Borrowing, the Interest Period applicable thereto after giving effect to such election, which shall be a period contemplated by
the definition of “Interest Period.” If any such Notice of Continuation/Conversion requests a Eurodollar
Borrowing but does not specify an Interest Period, the Borrower shall be deemed to have selected an Interest Period of one month.
The principal amount of any resulting Eurodollar Borrowing shall satisfy the minimum borrowing amount for Eurodollar Borrowings
set forth in Section 2.3.






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(c)


If, on the expiration
of any Interest Period in respect of any Eurodollar Borrowing, the Borrower shall have failed to deliver a Notice of Conversion/Continuation,
then, unless such Borrowing is repaid as provided herein, the Borrower shall be deemed to have elected to convert such Borrowing
to a Daily One Month LIBOR Borrowing. No Borrowing may be converted into, or continued as, a Eurodollar Borrowing if a Default
or an Event of Default exists, unless the Lender shall have otherwise consented in writing. No conversion of any Eurodollar Loans
shall be permitted except on the last day of the Interest Period in respect thereof. If Lender has not separately agreed that Borrower
may use the Loan Management Service, any Borrowing for which the Borrower has not made an election shall be a Daily One Month LIBOR
Borrowing. Any Borrowings made on the Borrower’s behalf pursuant to Section 2.23(b) shall be a Daily One Month LIBOR
Borrowing.


Section 2.8


Optional Reduction and Termination
of Revolving Commitment.


(a)


Unless previously
terminated, the Revolving Commitment shall terminate on the Commitment Termination Date.


(b)


Upon at least three
(3) New York Business Days prior written notice (or telephonic notice promptly confirmed in writing) to the Lender (which notice
shall be irrevocable), the Borrower may reduce the Revolving Commitment in part or terminate the Revolving Commitment in whole;
provided, that (i) any partial reduction pursuant to this Section 2.8 shall be in an amount of at least $1,000,000.00 and
any larger multiple of $500,000.00, and (ii) no such reduction shall be permitted which would reduce the Revolving Commitment to
an amount less than the outstanding Revolving Credit Exposure of the Lender.


Section 2.9


Repayment of Loans.


The outstanding
principal amount of all Revolving Loans shall be due and payable (together with accrued and unpaid interest thereon) on the Commitment
Termination Date. Notwithstanding the foregoing, Borrower shall make a mandatory prepayment of the Revolving Loan in an amount
equal to the net proceeds of any Indebtedness described in Section 7.1(f) incurred by Borrower or any of its Subsidiaries.





Section 2.10


Evidence of Indebtedness.


(a)


The Lender shall
maintain in accordance with its usual practice appropriate records evidencing the indebtedness of the Borrower to the Lender resulting
from each Loan made by the Lender from time to time, including (i) the amounts of principal and interest payable thereon and paid
to the Lender from time to time under this Agreement, (ii) the Revolving Commitment of the Lender, (iii) the amount of each Loan
made hereunder by the Lender, the Type thereof and the Interest Period applicable thereto, (iv) the date of each continuation
thereof pursuant to Section 2.7, (v) the date of each conversion of all or a portion thereof to another Type pursuant to
Section 2.7, (vi) the date and amount of any principal or interest due and payable or to become due and payable from the
Borrower to the Lender hereunder in respect of such Loans, (vii) the date, stated amount, Available Amount and expiration or termination
of each outstanding Letter of Credit, and (viii) both the date and amount of any sum received by the Lender hereunder from the
Borrower in respect of the Loans. The entries made in such records shall be prima facie evidence of the existence and amounts
of the obligations of the Borrower therein recorded; provided, that the failure or delay of the Lender in maintaining or making
entries into any such record or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans
(both principal and unpaid accrued interest) in accordance with the terms of this Agreement.






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(b)


The Borrower agrees
that it will execute and deliver to the Lender a Revolving Credit Note, payable to the order of the Lender.


Section 2.11


Optional Prepayments.


The Borrower shall
have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty; provided,
however, that any prepayment of Eurodollar Borrowings shall be in a minimum amount of $1,000,000.00 and any larger multiple of
$500,000.00. No prior written notice shall be required in the case of any prepayment of any Daily One Month LIBOR Borrowing. In
the case of prepayment of any Eurodollar Borrowing, Borrower shall give irrevocable written notice (or telephonic notice promptly
confirmed in writing) to the Lender no later than 11:00 a.m. not less than three (3) New York Business Days prior to any such
prepayment, and each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal
amount of each Borrowing or portion thereof to be prepaid. If such notice is given, the aggregate amount specified in such notice
shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid
in accordance with Section 2.12(c); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day
of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.18. Each
partial prepayment of any Loan shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing
of the same Type pursuant to Section 2.3. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising
such Borrowing.


Section 2.12


Interest on Loans.


(a)


The Borrower shall
pay interest (i) on each Daily One Month LIBOR Loan at the Daily One Month LIBOR rate in effect from time to time, plus
the Applicable Margin in effect from time to time, and (ii) on each Eurodollar Loan at LIBOR for the applicable Interest Period
in effect for such Loan, plus the Applicable Margin in effect from time to time. In the event that any Loans shall from
time to time be Base Rate Loans, the Borrower shall pay interest on each Base Rate Loan at the Base Rate in effect from time to
time, plus the Applicable Margin in effect from time to time.






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(b)


While an Event of
Default exists or after acceleration, at the option of the Lender, the Borrower shall pay interest (“Default Interest”)
with respect to all Eurodollar Loans at the rate otherwise applicable for the then-current Interest Period plus an additional 2%
per annum until the last day of such Interest Period, and thereafter, and with respect to all Base Rate Loans, all Daily One Month
LIBOR Loans, and all other Obligations hereunder (other than Loans), at an all-in rate in effect for Base Rate Loans, plus an additional
2% per annum.


(c)


Interest on the
principal amount of all Loans shall accrue from and including the date such Loans are made to but excluding the date of any repayment
thereof. Interest on all outstanding Daily One Month LIBOR Loans and Base Rate Loans shall be payable quarterly in arrears on the
last day of each March, June, September and December and on the Commitment Termination Date. Interest on all outstanding Eurodollar
Loans shall be payable on the last day of each Interest Period applicable thereto, and, in the case of any Eurodollar Loans having
an Interest Period in excess of 90 days, on each day which occurs every 90 days after the initial date of such Interest Period,
and on the Commitment Termination Date. Interest on any Loan which is converted into a Loan of another Type or which is repaid
or prepaid shall be payable on the date of such conversion or on the date of any such repayment or prepayment (on the amount repaid
or prepaid) thereof. All Default Interest shall be payable on demand.


(d)


The Lender shall
determine each interest rate applicable to the Loans hereunder and shall promptly notify the Borrower of such rate in writing (or
by telephone, promptly confirmed in writing). Any such determination shall be conclusive and binding for all purposes, absent manifest
error.


Section 2.13


Fees.


(a)


Intentionally
omitted.


(b)


Commitment Fee.
The Borrower agrees to pay to the Lender a commitment fee, which shall accrue at the Applicable Margin (determined daily) on the
daily amount of the unused Revolving Loan portion of the Revolving Commitment of the Lender during the Availability Period; provided,
that if the Lender continues to have any Revolving Credit Exposure after the Commitment Termination Date, then the commitment
fee shall continue to accrue on the amount of the Lender’s unused Revolving Loan portion of the Revolving Commitment from
and after the Commitment Termination Date to the date that all of the Lender’s Revolving Credit Exposure has been paid in
full. Accrued commitment fees shall be payable quarterly, in arrears on the last day of each March, June, September and December
of each year and on the Commitment Termination Date, commencing on the first such date after the Closing Date; provided further,
that any commitment fees accruing after the Commitment Termination Date shall be payable on demand. For purposes of computing
commitment fees with respect to the Revolving Commitment, the Revolving Commitment shall be deemed used to the extent of the sum
of (i) the outstanding Revolving Loans, plus (ii) the Letter of Credit Exposure .





(c)


Upfront Fee.
The Borrower shall pay to the Lender a one-time upfront fee equal to $20,000.00. The upfront fee shall be due and payable on the
Closing Date.






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(d)


Letter of Credit
Fee. On each LOC Fee Payment Date, the Borrower shall pay, in arrears, to the Lender, a Letter of Credit fee for each Letter
of Credit equal to the greater of (i) Lender’s minimum letter of credit fee, determined in accordance with Lender’s
standard fees and charges then in effect, and (ii) (A) the average daily outstanding Available Amount of such Letter of Credit
since the most recent LOC Fee Payment Date (or the date of issuance if later) times (B) the Applicable Margin for LIBOR on a per
annum basis. In addition to the foregoing Letter of Credit fees, the Lender may charge for its own account, fees for drawings,
transfers, amendments and other fees and charges as may be required under the Letter of Credit Documents.


Section 2.14


Computation of Interest and Fees.


All computations
of interest and fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first
day but excluding the last day) occurring in the period for which such interest or fees are payable (to the extent computed on
the basis of days elapsed) except that Letter of Credit Fees shall be calculated in accordance with the Letter of Credit Documents.
Each determination by the Lender of an interest amount or fee hereunder shall be made in good faith and, except for manifest error,
shall be final, conclusive and binding for all purposes.


Section 2.15


Inability to Determine Interest Rates.


If prior to the
commencement of any Interest Period for any Eurodollar Borrowing,


(a)


the Lender shall
have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting
the relevant interbank market, adequate means do not exist for ascertaining LIBOR for such Interest Period, or


(b)


the Lender shall
have determined that the LIBOR does not adequately and fairly reflect the cost to the Lender of making, funding or maintaining
the Eurodollar Loans for such Interest Period, the Lender shall give written notice (or telephonic notice, promptly confirmed in
writing) to the Borrower as soon as practicable thereafter. In the case of Eurodollar Loans and Daily One Month LIBOR Loans, until
the Lender shall notify the Borrower that the circumstances giving rise to such notice no longer exist, (i) the obligations of
the Lender to make Eurodollar Loans or Daily One Month LIBOR Loans or to continue or convert outstanding Loans as or into Eurodollar
Loans or Daily One Month LIBOR Loans shall be suspended and (ii) all such affected Daily One Month LIBOR Loans shall be immediately
converted into Base Rate Loans and all such affect Eurodollar Loans shall be converted into Base Rate Loans on the last day of
the then current Interest Period applicable thereto unless the Borrower prepays such Loans in accordance with this Agreement. Unless
the Borrower notifies the Lender at least one (1) New York Business Day before the date of any Eurodollar Revolving Borrowing for
which a Notice of Revolving Borrowing has previously been given that it elects not to borrow on such date, then such Revolving
Borrowing shall be made as a Base Rate Borrowing.


 




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Section 2.16


Illegality.


If any Change in
Law shall make it unlawful or impossible for the Lender to make, maintain or fund any Eurodollar Loan, the Lender shall promptly
give notice thereof to the Borrower, whereupon until the Lender notifies the Borrower that the circumstances giving rise to such
suspension no longer exist, the obligation of the Lender to make Eurodollar Loans or Daily One Month LIBOR Loans, or to continue
or convert outstanding Loans as or into Eurodollar Loans or Daily One Month LIBOR Loans, shall be suspended. In the case of the
making of a Eurodollar Borrowing, such Eurodollar Borrowing shall be made as a Base Rate Loan as part of the same Borrowing for
the same Interest Period and if the affected Eurodollar Loan is then outstanding, such Loan shall be converted to a Base Rate Loan
either (i) on the last day of the then current Interest Period applicable to such Eurodollar Loan if the Lender may lawfully continue
to maintain such Loan to such date or (ii) immediately if the Lender shall determine that it may not lawfully continue to maintain
such Eurodollar Loan to such date. Requests for Base Rate Borrowings shall be made prior to 11:00 a.m. one (1) New York Business
Day prior to the requested date of each Base Rate Borrowing.


Section 2.17


Increased Costs.


(a)


If any Change in
Law shall:


(i)


impose, modify or
deem applicable any reserve, special deposit, capital adequacy or similar requirement that is not otherwise included in the determination
of LIBOR hereunder against assets of, deposits with or for the account of, or credit extended by, the Lender; or


(ii)


impose on the Lender
or the Eurodollar interbank market any other condition affecting this Agreement or any Eurodollar Loans made by the Lender;


(iii)


and the result of
the foregoing is to increase the cost to the Lender of making, converting into, continuing or maintaining a Eurodollar Loan or
to reduce the amount received or receivable by the Lender hereunder (whether of principal, interest or any other amount), then
the Borrower shall promptly pay, upon written notice from and demand by the Lender on the Borrower, to the Lender, within five
(5) New York Business Days after the date of such notice and demand, additional amount or amounts sufficient to compensate the
Lender for such additional costs incurred or reduction suffered.


(b)


If the Lender shall
have determined that on or after the date of this Agreement any Change in Law regarding capital requirements has or would have
the effect of reducing the rate of return on the Lender’s capital (or on the capital of the Lender’s parent corporation)
as a consequence of its obligations hereunder to a level below that which the Lender or the Lender’s parent corporation could
have achieved but for such Change in Law (taking into consideration the Lender’s policies or the policies of the Lender’s
parent corporation with respect to capital adequacy) then, from time to time, within five (5) New York Business Days after receipt
by the Borrower of written demand by the Lender, the Borrower shall pay to the Lender such additional amounts as will compensate
the Lender or the Lender’s parent corporation for any such reduction suffered.


 




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(c)


A certificate of
the Lender setting forth the amount or amounts necessary to compensate the Lender or the Lender’s parent corporation, as
the case may be, specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower and
shall be conclusive, absent manifest error. The Borrower shall pay any the Lender such amount or amounts within 10 days after receipt
thereof.


(d)


Failure or delay
on the part of the Lender to demand compensation pursuant to this Section shall not constitute a waiver of the Lender’s right
to demand such compensation; provided, however, that Lender shall waive any right to demand any such compensation if notice is
not provided to Borrower within one hundred eighty (180) days of a Change in Law giving rise to such demand for additional compensation.


Section 2.18


Funding Indemnity.


In the event of
(a) the payment of any principal of a Eurodollar Loan other than on the last day of the Interest Period applicable thereto (including
as a result of an Event of Default), (b) the conversion or continuation of a Eurodollar Loan other than on the last day of the
Interest Period applicable thereto or (c) the failure by the Borrower to borrow, prepay, convert or continue any Eurodollar Loan
on the date specified in any applicable notice (regardless of whether such notice is withdrawn or revoked), in any such event,
the Borrower shall compensate the Lender, within five (5) New York Business Days after written demand from the Lender, for any
loss, cost or expense attributable to such event. In the case of a Eurodollar Loan, such loss, cost or expense shall be deemed
to include an amount determined by the Lender to be the excess, if any, of (A) the amount of interest that would have accrued
on the principal amount of such Eurodollar Loan if such event had not occurred at LIBOR applicable to such Eurodollar Loan for
the period from the date of such event to the last day of the then current Interest Period therefor (or in the case of a failure
to borrow, convert or continue, for the period that would have been the Interest Period for such Eurodollar Loan) over (B) the
amount of interest that would accrue on the principal amount of such Eurodollar Loan for the same period if LIBOR were set on
the date such Eurodollar Loan was prepaid or converted or the date on which the Borrower failed to borrow, convert or continue
such Eurodollar Loan. A certificate as to any additional amount payable under this Section 2.18 submitted to the Borrower
by the Lender shall be conclusive, absent manifest error.


Section 2.19


Taxes.


(a)


Any and all payments
by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified
Taxes or Other Taxes; provided, that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such
payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section) the Lender shall receive an amount equal to the sum it would have received
had no such deductions been made, (ii) the Borrower shall make such deductions, and (iii) the Borrower shall pay the full amount
deducted to the relevant Governmental Authority in accordance with applicable law.






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(b)


In addition, the
Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.


(c)


The Borrower shall
indemnify the Lender, within five (5) New York Business Days after written demand therefor, for the full amount of any Indemnified
Taxes or Other Taxes paid by the Lender on or with respect to any payment by or on account of any obligation of the Borrower hereunder
(including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any
penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or
Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount
of such payment or liability delivered to the Borrower by the Lender shall be conclusive absent manifest error.


(d)


As soon as practicable
after any payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to
the Lender the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy
of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Lender.


Section 2.20


Payments Generally.


(a)


The Borrower shall
make each payment required to be made by it hereunder (whether of principal, interest, fees, or of amounts payable under Section
2.17, Section 2.18 or Section 2.19, or otherwise) prior to 11:00 a.m., Jacksonville, Florida time, on the date
when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may,
in the discretion of the Lender, be deemed to have been received on the next succeeding New York Business Day for purposes of calculating
interest thereon. All such payments shall be made to the Lender at the Payment Office. If any payment hereunder shall be due on
a day that is not a New York Business Day, the date for payment shall be extended to the next succeeding New York Business Day,
and, in the case of any payment accruing interest, interest thereon shall be made payable for the period of such extension. All
payments hereunder shall be made in Dollars.


(b)


If at any time insufficient
funds are received by and available to the Lender to pay fully all amounts of principal, interest and fees then due hereunder,
such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled
thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal
then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties.





Section 2.21


Mitigation of Obligations.


If the Lender requests
compensation under Section 2.17, or if the Borrower is required to pay any additional amount to the Lender or any Governmental
Authority for the account of the Lender pursuant to Section 2.19, then the Lender shall use reasonable efforts to designate
a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another
of its offices, branches or affiliates, if, in the sole judgment of the Lender, such designation or assignment (i) would eliminate
or reduce amounts payable under Section 2.17 or Section 2.19, as the case may be, in the future and (ii) would not
subject the Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to the Lender. The Borrower
hereby agrees to pay all costs and expenses incurred by the Lender in connection with such designation or assignment.






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Section 2.22


Letter of Credit Commitment.


Subject to the terms
and conditions set forth herein and provided no Default exists, the Lender agrees to issue Letters of Credit from time to time
during the Availability Period; provided, however, that (a) no Letter of Credit shall have a stated expiration date later than
five (5) New York Business Days prior to the Commitment Termination Date, as it may be extended, (b) the aggregate Available Amount
of all Letters of Credit outstanding at any time shall not exceed the lesser of (i) $10,000,000.00 and (ii) the difference between
the Revolving Commitment and the Revolving Credit Exposures of the Lender.


Section 2.23


Procedure for Issuance and Reimbursement
of Letters of Credit.


(a)


The Borrower shall
give the Lender a written request for the issuance of a Letter of Credit (a “Letter of Credit Notice”),
and shall provide to the Lender such Letter of Credit Documents as it may require.


(b)


Should there occur
any drawing under a Letter of Credit, such drawing shall constitute a Notice of Revolving Borrowing from the Borrower (which the
Borrower hereby irrevocably authorizes) requesting the Lender to make a Revolving Loan on the date of such drawing in an amount
equal to the amount of such drawing. The proceeds of such Revolving Loan, to be funded in accordance with Section 2.6, shall
be used exclusively for the reimbursement of such drawing.


(c)


If for any reason,
a Revolving Loan may not be (as determined in the sole discretion of the Lender) or is not, made in accordance with the provisions
of Subsection (b) above, then the Lender shall be considered to have made a loan (the “LOC Loan”) to
the Borrower in the amount of such drawing. The LOC Loan shall be payable on demand, shall be a Base Rate Loan, and shall be an
Obligation hereunder.





Section 2.24


Increased Cost.


(a)


If a Change of Law
or compliance by the Lender with any request or directive (whether or not having the force of law) of any Governmental Authority
either: (i) shall subject the Lender to any tax, duty or other charge with respect to any Letter of Credit or its obligations hereunder
or under any Letter of Credit Documents, or (ii) shall impose, modify or deem applicable any reserve, special deposit insurance
or similar requirement (including, without limitation, any such requirements imposed by the Board of Governors of the Federal Reserve
System) against assets of, deposits with or for the account of, or credit extended by, the Lender or its parent; or (iii) shall
impose on the Lender or its parent any other similar condition relating to the Letter of Credit or its obligations hereunder or
under any Letter of Credit Documents; and the result of any of the foregoing is to increase the cost to the Lender or its parent
of making or maintaining the Letter of Credit or its obligations hereunder or under any Letter of Credit Documents, or to reduce
the amount received or receivable by the Lender or its parent under this Agreement, under the Letter of Credit or hereunder or
under the other Loan Documents with respect thereto, by an amount deemed by the Lender to be material, the Lender shall notify
the Borrower in writing describing such circumstances and the amount needed to compensate the Lender or its parent. Within ten
(10) days after demand by the Lender, Borrower shall pay to the Lender such additional amount or amounts as will compensate the
Lender or its parent for such increased cost or reduction.






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(b)


If the Lender shall
have determined that a Change of Law or compliance by the Lender with any request or directive regarding capital adequacy (whether
or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on the Lender’s
(or its parent’s) capital as a consequence of the issuance or continuance of any Letter of Credit or its ability to make
Loans or LOC Loans upon the occurrence of draws under any Letter of Credit (taking into consideration the Lender’s (or its
parent’s) policies with respect to capital adequacy), by an amount deemed by the Lender to be material, then from time to
time, the Lender shall notify the Borrower in writing describing such circumstances and the amount needed to compensate the Lender
or its parent. Within ten (10) days after demand by the Lender, Borrower shall pay to the Lender such additional amount or amounts
as will compensate the Lender (or its parent’s) for such reduction.


(c)


In determining amounts
owing pursuant to Subsections (a) and (b), the Lender may use any reasonable averaging, allocation and attribution methods.


Section 2.25


Obligations Absolute.


The obligations
of Borrower under the Letter of Credit Documents and this Agreement with respect to reimbursement for drawings under Letters of
Credit shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement
and the Letter of Credit Documents, under all circumstances whatsoever, including, without limitation, the following circumstances:


(a)


any lack of validity
or enforceability of the Letter of Credit, any of the Loan Documents or any other agreement or instrument related thereto;


(b)


any amendment or
waiver of or any consent to departure from the terms of the Letter of Credit, any of the Loan Documents or any other agreement
or instrument related thereto;


(c)


the existence of
any claim, setoff, defense or other right which Borrower may have at any time against the Lender, any beneficiary or any transferee
of the Letter of Credit (or any Person for whom the Lender, any such beneficiary or any such transferee may be acting), or any
other Person, whether in connection with this Agreement, the Loan Documents, the Letter of Credit, or any unrelated transaction;





(d)


any statement, draft
or other document presented under the Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect,
or any statement therein being untrue or inaccurate in any respect whatsoever; or






    	26



    	 



    

 


(e)


the surrender or
impairment of any security for the performance or observance of any of the terms of this Agreement, or any of the other Loan Documents.


Section 2.26


Letter of Credit Documents.


The obligations
of the Borrower and rights of the Lender herein with respect to Letters of Credit shall be in addition to the obligations of the
Borrower and rights of the Lender under the Letter of Credit Documents.


Article
3



CONDITIONS PRECEDENT TO LOANS


Section 3.1


Conditions To Effectiveness.


The obligation of
the Lender to make Loans and/or issue Letters of Credit hereunder shall not become effective until the date on which each of the
following conditions is satisfied (or waived in accordance with Section 10.2).


(a)


The Lender shall
have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of
all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Lender) required to be reimbursed
or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Lender.


(b)


The Lender (or its
counsel) shall have received the following:


(i)


a counterpart of this
Agreement signed by or on behalf of each party thereto or written evidence satisfactory to the Lender (which may include telecopy
transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement;


(ii)


a duly executed Revolving
Credit Note payable to the Lender;


(iii)


a duly executed Subsidiary
Guarantee Agreement and Indemnity and Contribution Agreement;


(iv)


a certificate of
the Secretary or Assistant Secretary of each Loan Party in the form of Exhibit 3.1(b)(iv), attaching and certifying copies of
its bylaws and of the resolutions of its boards of directors, authorizing the execution, delivery and performance of the Loan
Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing
the Loan Documents to which it is a party;





(v)


certified copies of
the articles of incorporation or other charter documents of each Loan Party, together with certificates of good standing or existence
from the Secretary of State of the jurisdiction of incorporation of such Loan Party and each other jurisdiction where such Loan
Party is required to be qualified to do business as a foreign corporation;






    	27



    	 



    

 


(vi)


a favorable written
opinion of counsel to the Loan Parties, addressed to the Lender, and covering such matters relating to the Loan Parties, the Loan
Documents and the transactions contemplated therein as the Lender shall reasonably request;


(vii)


a certificate in the
form of Exhibit 3.1(b)(vii), dated the Closing Date and signed by a Responsible Officer, confirming compliance with the conditions
set forth in paragraphs (a), (b) and (c) of Section 3.2;


(viii)


duly executed Notice
of Revolving Borrowing, Letter of Credit Notices and Letter of Credit Documents, if applicable;


(ix)


a duly executed Closing
Statement and Disbursement Agreement;


(x)


certified copies of
all consents, approvals, authorizations, registrations or filings, if any, required to be made or obtained by each Loan Party in
connection with the Loans; and


(xi)


all other documents
deemed reasonably necessary by the Lender.


(c)


Upon the effectiveness
of this Agreement, the Lender shall make an advance under the Revolving Loan in the principal amount of $__________, the proceeds
of which will be used to repay certain revolving loans outstanding under the Original Credit Agreement advanced for the benefit
of the Borrower and its Subsidiaries, and the Letters of Credit issued and outstanding under the Original Credit Agreement and
listed on Exhibit 3.1(c) hereto shall automatically, without further action on the part of Borrower, be deemed to constitute outstanding
letters of credit issued and outstanding under this Agreement.


(d)


Nothing has come
to the attention of the Lender regarding (i) pending or threatened litigation involving the Borrower or any Subsidiary or (ii)
compliance by the Borrower and each Subsidiary with environmental, OSHA and other public health, safety or welfare laws and regulations,
employee benefit plans or insurance coverages that would be reasonably likely to have a Material Adverse Effect.


Section 3.2


Each Credit Event.


The obligation of
the Lender to make a Loan or issue a Letter of Credit is subject to the satisfaction of the following conditions:


(a)


at the time of and
immediately after giving effect to such Borrowing or issuance of a Letter of Credit, no Default or Event of Default shall exist;
and





(b)


all representations
and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as
of the date of such Borrowing or issuance of a Letter of Credit, in each case before and after giving effect thereto;


(c)


since the date of
the most recent financial statements of the Borrower described in Section 5.1(a), there shall have been no change which
has had or could reasonably be expected to have a Material Adverse Effect;






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(d)


the Lender shall
have received such other documents, certificates, information or legal opinions as the Lender may reasonably request, all in form
and substance reasonably satisfactory to the Lender; and


(e)


with respect to
each issuance of a Letter of Credit, the Lender shall have received all LOC Documents it may require.


Each Borrowing or
issuance of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof
as to the matters specified in paragraphs (a), (b) and (c) of this Section 3.2.


Article
4



REPRESENTATIONS AND WARRANTIES


The Borrower represents
and warrants to the Lender as follows:


Section 4.1


Existence; Power.


The Borrower and
each of the Guarantors (i) is duly organized, validly existing and in good standing as a corporation under the laws of the jurisdiction
of its organization, (ii) has all requisite power and authority to carry on its business as now conducted, and (iii) is duly qualified
to do business, and is in good standing, in each jurisdiction where such qualification is required, except where a failure to be
so qualified could not reasonably be expected to result in a Material Adverse Effect.


Section 4.2


Organizational Power; Authorization.


The execution,
delivery and performance by each Loan Party of the Loan Documents to which it is a party are within such Loan Party’s organizational
powers and have been duly authorized by all necessary organizational, and if required, stockholder action. This Agreement has
been duly executed and delivered by the Borrower, and constitutes, and each other Loan Document to which any Loan Party is a party,
when executed and delivered by such Loan Party, will constitute, valid and binding obligations of the Borrower or such Loan Party
(as the case may be), enforceable against it in accordance with their respective terms, except as may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally
and by general principles of equity.





Section 4.3


Governmental Approvals; No Conflicts.


The execution, delivery
and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party (a)
do not require any consent or approval of, registration or filing with, or any action by, any Governmental Authority, except those
as have been obtained or made and are in full force and effect or where the failure to do so, individually or in the aggregate,
could not reasonably be expected to have a Material Adverse Effect, (b) will not violate any applicable law or regulation or the
charter, bylaws or other organizational documents of the Borrower or any of its Subsidiaries or any order of any Governmental Authority,
(c) will not violate or result in a default under any indenture, material agreement or other material instrument binding on the
Borrower or any of its Subsidiaries or any of their assets or give rise to a right thereunder to require any payment to be made
by the Borrower or any of its Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset of the
Borrower or any of its Subsidiaries, except Liens (if any) created under the Loan Documents.






    	29



    	 



    

 


Section 4.4


Financial Statements.


The Borrower has
furnished to the Lender the audited consolidated balance sheet of Patriot Transportation, Inc., of Florida (formerly known as Patriot
Transportation Holding, Inc.), and its Subsidiaries as of September 30, 2014. Such financial statements fairly present the consolidated
financial condition of Patriot Transportation, Inc., of Florida and its Subsidiaries as of such dates and the consolidated results
of operations for such periods in conformity with GAAP consistently applied. Since the date of the financial statements described
above, there have been no changes with respect to Patriot Transportation, Inc., of Florida and its Subsidiaries which have had
or could reasonably be expected to have, singly or in the aggregate, a Material Adverse Effect.


Section 4.5


Litigation and Environmental Matters.


(a)


No litigation, investigation
or proceeding of or before any arbitrators or Governmental Authorities is pending against or, to the knowledge of the Borrower,
threatened against or affecting the Borrower or any of its Subsidiaries (i) as to which there is a reasonable possibility of an
adverse determination that could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect
or (ii) which in any manner draws into question the validity or enforceability of this Agreement or any other Loan Document.


(b)


Except for the
matters set forth on Schedule 4.5, neither the Borrower nor any of its Subsidiaries (i) to the best of its actual knowledge, has
failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required
under any Environmental Law, (ii) to the best of its actual knowledge, has become subject to any Environmental Liability, (iii)
has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental
Liability.





Section 4.6


Compliance with Laws and Agreements.


To the best of its
actual knowledge, the Borrower and each Subsidiary is in compliance with (a) all applicable laws, rules, regulations and orders
of any Governmental Authority, and (b) all indentures, agreements or other instruments binding upon it or its properties, except
where non-compliance, either singly or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.






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Section 4.7


Investment Company Act, Etc.


Neither the Borrower
nor any of its Subsidiaries is (a) an “investment company,” as defined in, or subject to regulation under,
the Investment Company Act of 1940, as amended, (b) a “holding company” as defined in, or subject to
regulation under, the Public Utility Holding Company Act of 1935, as amended or (c) otherwise subject to any other regulatory scheme
limiting its ability to incur debt.


Section 4.8


Taxes.


The Borrower and
its Subsidiaries and each other Person for whose taxes the Borrower or any Subsidiary could become liable have timely filed or
caused to be filed all Federal income tax returns and all other material tax returns that are required to be filed by them, and
have paid all taxes shown to be due and payable on such returns or on any assessments made against it or its property and all other
taxes, fees or other charges imposed on it or any of its property by any Governmental Authority, except (i) to the extent the failure
to do so would not have a Material Adverse Effect or (ii) where the same are currently being contested in good faith by appropriate
proceedings and for which the Borrower or such Subsidiary, as the case may be, has set aside on its books adequate reserves. The
charges, accruals and reserves on the books of the Borrower and its Subsidiaries in respect of such taxes are adequate, and no
tax liabilities that could be materially in excess of the amount so provided are anticipated.


Section 4.9


Margin Regulations.


None of the proceeds
of any of the Loans will be used for “purchasing” or “carrying” any “margin
stock” with the respective meanings of each of such terms under Regulation U as now and from time to time hereafter
in effect or for any purpose that violates the provisions of the applicable Margin Regulations.


Section 4.10


ERISA.


No ERISA Event
has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability
is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The present value of all
accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Statement of Financial Standards
No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value
of the assets of such Plan, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the
assumptions used for purposes of Statement of Financial Standards No. 87) did not, as of the date of the most recent financial
statements reflecting such amounts, exceed the fair market value of the assets of all such underfunded Plans.





Section 4.11


Ownership of Property.


(a)


Each of the Borrower
and its Subsidiaries has good title to, or valid leasehold interests in, all of its real and personal property material to the
operation of its business.






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(b)


Each of the Borrower
and its Subsidiaries owns, or is licensed, or otherwise has the right, to use, all patents, trademarks, service marks, trade names,
copyrights and other intellectual property material to its business, and the use thereof by the Borrower and its Subsidiaries does
not infringe on the rights of any other Person, except for any such infringements that, individually or in the aggregate, would
not have a Material Adverse Effect.


Section 4.12


Disclosure.


The Borrower has
disclosed to the Lender all agreements, instruments, and corporate or other restrictions to which the Borrower or any of its Subsidiaries
is subject, and all other matters known to any of them, that, individually or in the aggregate, could reasonably be expected to
result in a Material Adverse Effect. None of the reports (including without limitation all reports that the Borrower is required
to file with the Securities and Exchange Commission), financial statements, certificates or other information furnished by or on
behalf of the Borrower to the Lender in connection with the negotiation of this Agreement or any other Loan Document or delivered
hereunder or thereunder (as modified or supplemented by any other information so furnished) contain any material misstatement of
fact or omits to state any material fact necessary to make the statements therein, taken as a whole, in light of the circumstances
under which they were made, not misleading.


Section 4.13


Labor Relations.


There are no strikes,
lockouts or other material labor disputes or grievances against the Borrower or any of its Subsidiaries, or, to the Borrower’s
knowledge, threatened against or affecting the Borrower or any of its Subsidiaries, and no significant unfair labor practice, charges
or grievances are pending against the Borrower or any of its Subsidiaries, or to the Borrower’s knowledge, threatened against
any of them before any Governmental Authority. All payments due from the Borrower or any of its Subsidiaries pursuant to the provisions
of any collective bargaining agreement have been paid or accrued as a liability on the books of the Borrower or any such Subsidiary,
except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.


Section 4.14


Subsidiaries.


Schedule 4.14 sets
forth the name of, the ownership interest of the Borrower in, the jurisdiction of incorporation of, and the type of, each Subsidiary
and identifies each Subsidiary that is a Subsidiary Loan Party, in each case as of the Closing Date.


Section 4.15


Legal Name.


The exact legal
name of the Borrower, including spelling and punctuation, as such name appears in its articles of incorporation, is as set forth
in the preamble hereof. The Borrower’s state issued organizational identification number is P14000036126.


 




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Section 4.16


No Restrictions on Dividends.


There are no restrictions
on dividends or repayment of intercompany loans in any agreements of any Subsidiary Loan Party.


Section 4.17


Solvency.


The fair saleable
value of the Borrower’s assets, measured on a going concern basis, exceeds all probable liabilities, including those to be
incurred pursuant to this Agreement. Neither the Borrower nor any Subsidiary has incurred, or believes that it will incur after
giving effect to the transactions contemplated by this Agreement, debts beyond its ability to pay such debts as they become due.


Section 4.18


Insurance.


The property and
liability insurance maintained by the Borrower and its Subsidiaries on and as of the date hereof complies in all respects with
the requirements set forth in Section 5.8. All such insurance policies are in full force and effect. All premiums (if any)
due on such insurance policies or renewals thereof have been paid and there is no default under any of such insurance policies.
Neither the Borrower nor its Subsidiaries have received any notice or other communication from any issuer of such insurance policies
canceling or materially amending any such insurance policies, any deductibles or retained amounts thereunder, or the annual or
other premiums payable thereunder, and no such cancellation or material amendment is threatened.


Section 4.19


Outstanding Indebtedness.


On the date of this
Agreement, the Borrower has no outstanding Indebtedness except (i) as reflected on the financial statements of the Borrower which
have been provided to the Lender or disclosed in Schedule 7.1 attached hereto and (ii) Indebtedness incurred in the ordinary course
of business subsequent to the date of such financial statements.


Article
5



AFFIRMATIVE COVENANTS


The Borrower covenants
and agrees that so long as the Lender has a Revolving Commitment hereunder or the principal of and interest on any Loan or any
fee remains unpaid:


Section 5.1


Financial Statements and Other Information.


The Borrower will
deliver to the Lender:





(a)


as soon as available
and in any event within 90 days after the end of each fiscal year of Borrower, (i) a copy of the annual audited report for such
fiscal year for the Borrower and its Subsidiaries, containing a consolidated balance sheet of the Borrower and its Subsidiaries
as of the end of such fiscal year and the related consolidated statements of income, stockholders’ equity and cash flows
(together with all footnotes thereto) of the Borrower and its Subsidiaries for such fiscal year, setting forth in each case in
comparative form the figures for the previous fiscal year, all in reasonable detail and reported on by Hancock Askew & Co.
LLP or other independent certified public accountants of nationally recognized standing chosen by Borrower and acceptable to the
Lender (without a “going concern” or like qualification, exception or explanation and without any qualification
or exception as to scope of such audit), to the effect that such financial statements present fairly in all material respects the
financial condition and the results of operations of the Borrower and its Subsidiaries for such fiscal year on a consolidated basis
in accordance with GAAP and that the examination by such accountants in connection with such consolidated financial statements
has been made in accordance with generally accepted auditing standards and (ii) annual unaudited consolidating balance sheets and
income statements for the Borrower and its Subsidiaries;






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(b)


as soon as available
and in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, (i)
an unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal quarter with comparative
information for the previous year end, (ii) the related unaudited consolidated statements of income of the Borrower and its Subsidiaries
for such fiscal quarter and the then elapsed portion of such fiscal year, setting forth in each case in comparative form the figures
for the corresponding quarter and the corresponding portion of Borrower’s previous fiscal year, and (iii) consolidated statements
of cash flow for the then elapsed portion of such fiscal year with comparative information for the corresponding portion of the
previous fiscal year, all certified by the chief financial officer or treasurer of the Borrower as presenting fairly in all material
respects the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance
with GAAP, subject to normal year-end audit adjustments and the absence of footnotes;


(c)


concurrently with
the delivery of the financial statements or information referred to in clauses (a) and (b) above, (i) a certificate of a Responsible
Officer, (1) certifying, to the best of his actual knowledge, as to whether there exists a Default or Event of Default on the date
of such certificate, and if a Default or an Event of Default then exists, specifying the details thereof and the action which the
Borrower has taken or proposes to take with respect thereto and (2) stating whether any change in GAAP or the application thereof
has occurred since the date of the Borrower’s audited financial statements referred to in Section 4.4 and, if any
change has occurred, specifying the effect of such change on the financial statements accompanying such certificate and (ii) a
Covenant Compliance Certificate;


(d)


promptly after the
same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed with the Securities
and Exchange Commission, or any Governmental Authority succeeding to any or all functions of said Commission, or with any national
securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be;


(e)


not later than
sixty days prior to the beginning of each fiscal year following the Closing Date, an operating budget for the succeeding fiscal
year in form and substance reasonably acceptable to the Lender; and





(f)


promptly following
any request therefor, such other information regarding the results of operations, business affairs and financial condition of the
Borrower or any Subsidiary as the Lender may reasonably request.






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Section 5.2


Notices of Material Events.


The Borrower will
furnish to the Lender prompt written notice of the following:


(a)


the occurrence of
any Default or Event of Default;


(b)


the filing or commencement
of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower,
affecting the Borrower or any Subsidiary which, if adversely determined, could reasonably be expected to result in a Material Adverse
Effect;


(c)


the occurrence of
any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental
Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes
subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv)
becomes aware of any basis for any Environmental Liability and in each of the preceding clauses, which individually or in the aggregate,
could reasonably be expected to result in a Material Adverse Effect;


(d)


the occurrence of
any ERISA Event that alone, or together with any other ERISA Events that have occurred, could reasonably be expected to result
in a Material Adverse Effect;


(e)


the acquisition
or formation of a new Subsidiary;


(f)


transfers of assets
to non-Material Subsidiaries outside the ordinary course of business; and


(g)


any other development
that results in, or could reasonably be expected to result in, a Material Adverse Effect.


Each notice delivered
under this Section shall be accompanied by a written statement of a Responsible Officer setting forth the details of the event
or development requiring such notice and any action taken or proposed to be taken with respect thereto.


Section 5.3


Existence; Conduct of Business.


The Borrower will,
and will cause each of its Subsidiaries to, do or cause to be done all things necessary to preserve, renew and maintain in full
force and effect its legal existence and its respective rights, licenses, permits, privileges, franchises, patents, copyrights,
trademarks and trade names material to the conduct of its business and will continue to engage in substantially the same business
as presently conducted or such other businesses that are reasonably related thereto; provided, that nothing in this Section shall
prohibit any merger, consolidation, liquidation or dissolution permitted under Section 7.3.





Section 5.4


Compliance with Laws, Etc.


The Borrower will,
and will cause each of its Subsidiaries to, comply with all laws, rules, regulations and requirements of any Governmental Authority
applicable to its properties, except where the failure to do so, either individually or in the aggregate, could not reasonably
be expected to result in a Material Adverse Effect.






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Section 5.5


Payment of Obligations.


The Borrower will,
and will cause each of its Subsidiaries to, pay and discharge at or before maturity, all of its obligations and liabilities (including
without limitation all tax liabilities and claims that could result in a statutory Lien) before the same shall become delinquent
or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b)
the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c)
the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.


Section 5.6


Books and Records.


The Borrower will,
and will cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries shall
be made of all dealings and transactions in relation to its business and activities to the extent necessary to prepare the consolidated
financial statements of Borrower in conformity with GAAP.


Section 5.7


Visitation, Inspection, Etc.


The Borrower will,
and will cause each of its Subsidiaries to, permit any representative of the Lender, on reasonable advance written notice, to visit
and inspect its properties, to examine its books and records and to make copies and take extracts therefrom, and to discuss its
affairs, finances and accounts with any of its officers and with its independent certified public accountants, all at such reasonable
times and as often as the Lender may reasonably request after reasonable prior notice to the Borrower.


Section 5.8


Maintenance of Properties; Insurance.


The Borrower will,
and will cause each of its Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good
working order and condition, ordinary wear and tear except where the failure to do so, either individually or it the aggregate,
could not reasonably be expected to result in a Material Adverse Effect and (b) maintain with financially sound and reputable
insurance companies, insurance with respect to its properties and business, and the properties and business of its Subsidiaries,
against loss or damage of the kinds and at least in the amounts as maintained by the Borrower and the Subsidiaries on the date
of this Agreement; provided that such amounts shall be appropriately adjusted for inflation and for changes in the nature and
volume of the business conducted by the Borrower and its Subsidiaries; provided further, however, that for purposes of this Section
5.8, the self-insurance program of the Borrower and its Subsidiaries with respect to comprehensive and collision damage to
its highway vehicles, comprehensive general and automotive liability and property damage and as in effect on the date hereof is
hereby deemed adequate insurance against losses.


Section 5.9


Use of Proceeds.


The Borrower will
use the proceeds of the Loans for working capital, bridge financing for development projects of the Borrower and its Subsidiaries,
to support the issuance of standby letters of credit, and for other general corporate purposes. No part of the proceeds of any
Loan will be used, whether directly or indirectly, for any purpose that would violate any rule or regulation of the Board of Governors
of the Federal Reserve System, including Regulations T, U or X.






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Section 5.10


Additional Subsidiaries.


If any additional
Subsidiary is acquired or formed after the Closing Date, the Borrower will, within ten (10) New York Business Days after such Subsidiary
is acquired or formed, notify the Lender thereof. From time to time at Lender’s request, Borrower will cause any Subsidiary
that is not at the time of such request a Guarantor (other than a Subsidiary that is a Foreign Subsidiary or a SPE Subsidiary)
to become a Subsidiary Loan Party by executing agreements in the form of Annex I to Exhibit D and Annex I to Exhibit E in form
and substance satisfactory to the Lender, and will cause each such Subsidiary to deliver simultaneously therewith similar documents
applicable to such Subsidiary required under Section 3.1 as reasonably requested by the Lender.


Section 5.11


Deposit Relationship.


The Borrower will
maintain a primary depository and treasury management service with the Lender.


Article
6



FINANCIAL COVENANTS


The Borrower covenants
and agrees that so long as the Lender has a Revolving Commitment hereunder or the principal of or interest on or any Loan remains
unpaid or any fee remains unpaid:


Section 6.1


Leverage Ratio.


The Borrower will
have, as of the end of each fiscal quarter of the Borrower a Leverage Ratio of not greater than 55%.


Section 6.2


Fixed Charge Coverage Ratio.


The Borrower will
have, as of the end of each fiscal quarter of the Borrower, a Fixed Charge Coverage Ratio of not less than 1.50:1.0, calculated
based on a rolling four quarter basis.


For purposes of this Article 6, notwithstanding
anything in this Agreement to the contrary, for purposes of calculating the Leverage Ratio and the Fixed Charge Coverage Ratio,
(i) the Indebtedness of any Person shall include non-recourse indebtedness of such Person and of any partnership or joint venture
in which such Person is a general partner or a joint venturer, and (ii) for the avoidance of doubt, FRP Riverfront and its subsidiaries
shall be excluded therefrom.


 




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Section 6.3


Tangible Net Worth.


The Borrower will,
at all times, maintain a Tangible Net Worth of not less than $110,000,000, with such minimum Tangible Net Worth to increase as
of the end of each fiscal year, commencing December 31, 2014, by an amount equal to thirty three and four-tenths of one percent
(33.4%) of Borrower’s positive net income for the fiscal year then ending. This covenant shall be tested quarterly. “Tangible
Net Worth” shall mean Consolidated Net Worth, provided that the aggregate amount of any intangible assets, including, without
limitation, merchant contracts, goodwill, franchises, licenses, patents, trademarks, trade names, copyrights, service marks, and
brand names, shall be subtracted from total assets.


Article
7



NEGATIVE COVENANTS


The Borrower covenants
and agrees that so long as the Lender has a Revolving Commitment hereunder or the principal of or interest on any Loan remains
unpaid or any fee remains unpaid:


Section 7.1


Indebtedness.


The Borrower will
not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness, except:


(a)


Indebtedness created
pursuant to the Loan Documents;


(b)


Indebtedness existing
on the date hereof and set forth on Schedule 7.1 (including unborrowed portions of any lines of credit shown thereon) and
extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (immediately
prior to giving effect to such extension, renewal or replacement) or shorten the maturity or the weighted average life thereof;


(c)


Permitted Subordinated
Debt;


(d)


Indebtedness in
respect of obligations under Hedging Agreements permitted by Section 7.10;


(e)


current Indebtedness
incurred in the ordinary course of business, trade letters of credit and Indebtedness arising in connection with letters of credit
obtained in the ordinary course of business; and


(f)


Indebtedness in
the form of mortgage loans in connection with financing of improved commercial real properties, so long as after giving effect
thereto and to the outstanding principal balance of any indebtedness described in Section 7.1(b), no Event of Default shall
have occurred under Section 6.1 of this Agreement.


Section 7.2


Negative Pledge.


The Borrower will
not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or
property now owned or hereafter acquired except:






    	38



    	 



    

 


(a)


Permitted Encumbrances;


(b)


any Liens on any
property or assets of the Borrower or any Subsidiary existing on the Closing Date set forth on Schedule 7.2;


(c)


purchase money Liens
upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or
capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement
of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien attaches
to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (ii)
such Lien does not extend to any other asset; and (iii) the Indebtedness secured thereby does not exceed the cost of acquiring,
constructing or improving such fixed or capital assets;


(d)


any Lien (i) existing
on any asset of any Person at the time such Person becomes a Subsidiary of the Borrower, (ii) existing on any asset of any Person
at the time such Person is merged with or into the Borrower or any Subsidiary of the Borrower or (iii) existing on any asset prior
to the acquisition thereof by the Borrower or any Subsidiary of the Borrower; provided, that any such Lien was not created in the
contemplation of any of the foregoing and any such Lien secures only those obligations which it secures on the date that such Person
becomes a Subsidiary or the date of such merger or the date of such acquisition;


(e)


Liens securing Indebtedness
permitted under Section 7.1;


(f)


Liens or pledges
of securities of the Borrower or any Subsidiary to governmental agencies pursuant to the Borrower’s or any Subsidiary’s
insurance program;


(g)


Rights reserved
or vested in governmental authority which do not materially impair the use of such property;


(h)


extensions, renewals,
or replacements of any Lien referred to in paragraphs (a) through (g) of this Section; provided, that the principal
amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the
assets originally encumbered thereby;


(i)


Liens arising under
that certain Contingent Mortgage and Security Agreement dated as of May 18, 2012, from Lake Louisa, LLC, a Florida limited liability
company and a Subsidiary of Borrower, in favor of Cemex Construction Materials, LLC, a Delaware limited liability company, in
connection with a Mining Lease dated May 18, 2012, related to certain real property located in Lake County, Florida, as more specifically
described in such mortgage; and


(j)


Liens on improved
commercial real properties in connection with financing thereof, provided, however, that in no event shall the Borrower or any
of its Subsidiaries create, incur, assume or suffer to exist any Lien on any of their respective aggregate mining properties owned
as of the Closing Date, as described on Exhibit 7.1(j), except as otherwise provided hereunder.






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Section 7.3


Fundamental Changes.


(a)


Except as permitted
by Section 7.6, the Borrower will not, and will not permit any Subsidiary to, merge into or consolidate into any other Person,
or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single
transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired)
or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or
liquidate or dissolve; provided, that if at the time thereof and immediately after giving effect thereto, no Default or Event of
Default shall have occurred and be continuing (i) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such
Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into another Subsidiary;
provided, that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person,
(iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or
to a Subsidiary Loan Party, and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower
determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous
to the Lender; provided, that any such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such
merger shall not be permitted unless also permitted by Section 7.4. Notwithstanding the foregoing, the Borrower and the
Guarantors shall be permitted to transfer real properties to SPE Subsidiaries for the purpose of permanent financing of such properties.


(b)


The Borrower will
not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of substantially
the same type conducted by the Borrower and its Subsidiaries on the date hereof and businesses reasonably related thereto. The
Borrower will not permit FRP Riverfront to engage to any material extent in any business other than the business conducted by FRP
Riverfront on the date hereof and businesses reasonably related thereto.


Section 7.4


Investments, Loans, Etc.


The Borrower will
not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person
that was not a wholly-owned Subsidiary prior to such merger), any common stock, evidence of indebtedness or other securities (including
any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee
any obligations of, or make or permit to exist any investment or any other interest in, any other Person (all of the foregoing
being collectively called “Investments”), or purchase or otherwise acquire (in one transaction or a series
of transactions) any assets of any other Person (“Acquisitions”), except:




(a)


Investments (other
than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4;


(b)


Permitted Investments;






    	40



    	 



    

 


(c)


Guarantees constituting
Indebtedness permitted by Section 7.1; provided, that the aggregate principal amount of Indebtedness of Subsidiaries that
are not Subsidiary Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation set forth in clause (d)
hereof;


(d)


Investments made
by the Borrower in or to any Subsidiary and by any Subsidiary to the Borrower or in or to another Subsidiary;


(e)


loans or advances
to employees, officers or directors of the Borrower or any Subsidiary in the ordinary course of business for travel, relocation
and related expenses;


(f)


Hedging Agreements
permitted by Section 7.10;


(g)


Real estate investments
or joint ventures that are typical in the Borrower’s ordinary course of business;


(h)


Other Investments
which in the aggregate do not exceed $5,000,000.00 in any fiscal year of the Borrower; and


(i)


Acquisitions not
to exceed in the aggregate in any fiscal year of the Borrower 20% of Consolidated Net Worth (measured at the end of the immediately
preceding fiscal year); provided that Acquisitions in the aggregate in any fiscal year of the Borrower in excess of 20% of Consolidated
Net Worth (measured at the end of the immediately preceding fiscal year) may be made after delivery to the Lender of pro forma
consolidated financial statements, certified by the Borrower and reasonably acceptable to the Lender, showing that after giving
effect to such Acquisitions (i) Borrower shall remain in compliance with the financial covenants set forth in Article 6 hereof
on a pro forma basis, and (ii) no Default or Event of Default would exist.




Section 7.5


Restricted Payments.


After the date of
this Agreement, the Borrower will not, and will not permit its Subsidiaries to, declare or make, or agree to pay or make, directly
or indirectly, any dividend on any class of its stock, or make any payment on account of, or set apart assets for a sinking or
other analogous fund for, the purchase, redemption, retirement, defeasance or other acquisition of, any Indebtedness subordinated
to the Obligations of the Borrower or any options, warrants, or other rights to purchase such Indebtedness, whether now or hereafter
outstanding (each, a “Restricted Payment”), except for (i) dividends not exceeding 66.6% of Consolidated
Net Income allocable to Borrower and its Subsidiaries subsequent to September 30, 2003, (ii) dividends payable by the Borrower
solely in shares of any class of its common stock, (iii) Restricted Payments made by any Subsidiary to the Borrower or to another
Subsidiary Loan Party and (iv) cash redemptions of the common stock of the Borrower; provided, that the exceptions permitted pursuant
to clauses (i) through (iv) shall apply only if no Default or Event of Default has occurred and is continuing at the time such
dividend or other payment is paid or redemption is made.






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Section 7.6


Sale of Assets.


The Borrower will
not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of, any of its
assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares
of such Subsidiary’s common stock to, any Person other than the Borrower or any wholly-owned Subsidiary of the Borrower (or
to qualify directors if required by applicable law), except:


(a)


the sale or other
disposition for fair market value of obsolete or worn out property or other property not necessary for operations disposed of in
the ordinary course of business;


(b)


the sale of assets
and Permitted Investments in the ordinary course of the real estate business of the Borrower and its Subsidiaries including, without
limitation, the sale of any parcel of real property for fair market value; and


(c)


the transfer of
real properties to SPE Subsidiaries for the purpose of permanent financing of such properties, in the ordinary course of business
of the Borrower.


Section 7.7


Transactions with Affiliates.


The Borrower will
not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase,
lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates,
except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such
Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties including, without limitation, those
affiliate transactions disclosed in the Borrower’s Form 10-K as on file with the Securities and Exchange Commission on the
date hereof, (b) transactions between or among the Borrower and the Guarantors not involving any other Affiliates and (c) any Restricted
Payment permitted by Section 7.5.




Section 7.8


Restrictive Agreements.


The Borrower will
not, and will not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits,
restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit any Lien upon
any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends
or other distributions with respect to its common stock, to make or repay loans or advances to the Borrower or any other Subsidiary,
to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower
or any Subsidiary of the Borrower; provided, that (i) the foregoing shall not apply to restrictions or conditions imposed by law
or by this Agreement or any other Loan Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained
in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the
Subsidiary that is sold and such sale is permitted hereunder, (iii) clause (a) shall not apply to restrictions or conditions imposed
by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to
the property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in leases and other
contracts restricting the assignment thereof.






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Section 7.9


Sale and Leaseback Transactions.


The Borrower will
not, and will not permit any of the Subsidiaries to, enter into any arrangement, directly or indirectly, whereby it shall sell
or transfer any property, real or personal, used or useful in its business, whether now owned or hereinafter acquired, and thereafter
rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property
sold or transferred.


Section 7.10


Hedging Agreements.


The Borrower will
not, and will not permit any of the Subsidiaries to, enter into any Hedging Agreement, other than Hedging Agreements entered into
in the ordinary course of business to hedge or mitigate risks to which the Borrower or any Subsidiary is exposed in the conduct
of its business or the management of its liabilities. Solely for the avoidance of doubt, the Borrower acknowledges that a Hedging
Agreement entered into for speculative purposes or of a speculative nature (which shall be deemed to include any Hedging Agreement
under which the Borrower or any of the Subsidiaries is or may become obliged to make any payment (i) in connection with the purchase
by any third party of any common stock or any Indebtedness or (ii) as a result of changes in the market value of any common stock
or any Indebtedness) is not a Hedging Agreement entered into in the ordinary course of business to hedge or mitigate risks.


Section 7.11


Amendment to Material Documents.


The Borrower will
not, and will not permit any Subsidiary to, amend, modify or waive any of its rights in a manner materially adverse to the Lender
under its certificate of incorporation, bylaws or other organizational documents.


Section 7.12


Permitted Subordinated Indebtedness.


(a)


The Borrower will
not (i) prepay, redeem, repurchase or otherwise acquire for value any Permitted Subordinated Debt, or (ii) make any principal,
interest or other payments on any Permitted Subordinated Debt that is not expressly permitted by the subordination provisions of
the Subordinated Debt Documents.


(b)


The Borrower will
not agree to or permit any amendment, modification or waiver of any provision of any Subordinated Debt Document if the effect of
such amendment, modification or waiver is to (i) increase the interest rate on such Permitted Subordinated Debt for change (to
earlier dates) the dates upon which principal and interest are due thereon; (ii) alter the redemption, prepayment or subordination
provisions thereof; (iii) alter the covenants and events of default in a manner that would make such provisions more onerous or
restrictive to the Borrower; or (iv) otherwise increase the obligations of the Borrower in respect of such Permitted Subordinated
Debt or confer additional rights upon the holders thereof which individually or in the aggregate would be adverse to the Borrower
or to the Lender.


 




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Section 7.13


Accounting Changes.


The Borrower will
not, and will not permit any Subsidiary to, make any significant change in accounting treatment or reporting practices, except
as required or preferred by GAAP, or change the fiscal year of the Borrower or of any Subsidiary, except to change the fiscal year
of a Subsidiary to conform its fiscal year to that of the Borrower.


Section 7.14


Name Changes.


The Borrower will
not, and will not permit any Guarantor to, without thirty (30) days prior written notice, change its name, its place of business
or, if more than one, chief executive office, or its mailing address or organizational identification number if it has one.


Article
8



EVENTS OF DEFAULT


Section 8.1


Events of Default.


If any of the following
events (each an “Event of Default”) shall occur:


(a)


the Borrower shall
fail to pay any principal of any Loan when and as the same shall become due and payable, whether at the due date thereof or at
a date fixed for prepayment or otherwise; or


(b)


the Borrower shall
fail to pay any interest on any Loan or any fee or any other amount (other than an amount payable under clause (a) of this Article)
payable under this Agreement or any other Loan Document, when and as the same shall become due and payable, and such failure shall
continue unremedied for a period of ten (10) days; or


(c)


any representation
or warranty made or deemed made by or on behalf of the Borrower or any Subsidiary in or in connection with this Agreement or any
other Loan Document (including the Schedules attached thereto) and any amendments or modifications hereof or waivers hereunder,
or in any certificate, report, financial statement or other document submitted to the Lender by any Loan Party or any representative
of any Loan Party pursuant to or in connection with this Agreement or any other Loan Document shall prove to be false or misleading
when made or deemed made or submitted; or


(d)


the Borrower shall
fail to observe or perform any covenant or agreement contained in Sections 5.1 or 5.10 or Articles
6 or 7 (other than in Section 7.14) and such failure shall continue unremedied for a period of thirty (30)
days; or


(e)


any Loan Party shall
fail to observe or perform any covenant or agreement contained in Section 5.9; or


(f)


any Loan Party shall
fail to observe or perform any covenant or agreement contained in this Agreement or any other Loan Document (other than those referred
to in clauses (a), (b), (d) and (e) above), and such failure shall remain unremedied for 30 days after the earlier of (i)
any officer of the Borrower becomes aware of such failure, or (ii) written notice thereof shall have been given to the Borrower
by the Lender; or


 




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(g)


the Borrower, any
Subsidiary Loan Party or any other Subsidiary subject to any Material Indebtedness other than non-recourse Indebtedness (a “Recourse
Subsidiary”) (whether as primary obligor or as guarantor or other surety) shall fail to pay any principal of or premium
or interest on such Material Indebtedness that is outstanding, when and as the same shall become due and payable (whether at scheduled
maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period,
if any, specified in the agreement or instrument evidencing such Material Indebtedness; or any other event shall occur or condition
shall exist under any agreement or instrument relating to such Material Indebtedness and shall continue after the applicable grace
period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or permit
the acceleration of, the maturity of such Material Indebtedness; or any such Material Indebtedness shall be declared to be due
and payable; or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption), purchased
or defeased, or any offer to prepay, redeem, purchase or defease such Material Indebtedness shall be required to be made, in each
case prior to the stated maturity thereof; or


(h)


the Borrower, any
Subsidiary Loan Party or any Recourse Subsidiary shall (i) commence a voluntary case or other proceeding or file any petition seeking
liquidation, reorganization or other relief under any federal, state or foreign bankruptcy, insolvency or other similar law now
or hereafter in effect or seeking the appointment of a custodian, trustee, receiver, liquidator or other similar official of it
or any substantial part of its property, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner,
any proceeding or petition described in clause (i) of this Section, (iii) apply for or consent to the appointment of a custodian,
trustee, receiver, liquidator or other similar official for the Borrower, any such Subsidiary Loan Party or any Recourse Subsidiary
or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it
in any such proceeding, (v) make a general assignment for the benefit of creditors, or (vi) take any action for the purpose of
effecting any of the foregoing; or


(i)


an involuntary proceeding
shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect
of the Borrower, any Subsidiary Loan Party or any Recourse Subsidiary or its debts, or any substantial part of its assets, under
any federal, state or foreign bankruptcy, insolvency or other similar law now or hereafter in effect or (ii) the appointment of
a custodian, trustee, receiver, liquidator or other similar official for the Borrower, any Subsidiary Loan Party or any Recourse
Subsidiary or for a substantial part of its assets, and in any such case, such proceeding or petition shall remain undismissed
for a period of 60 days or an order or decree approving or ordering any of the foregoing shall be entered; or


(j)


the Borrower, any
Subsidiary Loan Party or any Recourse Subsidiary shall become unable to pay, shall admit in writing its inability to pay, or shall
fail to pay, its debts as they become due; or


(k)


an ERISA Event shall
have occurred that, in the opinion of the Lender, when taken together with other ERISA Events that have occurred, could reasonably
be expected to result in a Material Adverse Effect; or






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(l)


any judgment or
order for the payment of money in excess of $1,000,000.00 (after application of net insurance proceeds, if any) in the aggregate
or that could reasonably be expected to have a Material Adverse Effect shall be rendered against the Borrower, any Subsidiary Loan
Party or any Recourse Subsidiary, and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment
or order or (ii) there shall be a period of 60 consecutive days during which a stay of enforcement of such judgment or order, by
reason of a pending appeal or otherwise, shall not be in effect; or


(m)


any non-monetary
judgment or order shall be rendered against the Borrower, any Subsidiary Loan Party or any Recourse Subsidiary that could reasonably
be expected to have a Material Adverse Effect, and there shall be a period of 60 consecutive days during which a stay of enforcement
of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or


(n)


a Change in Control
shall occur or exist; or


(o)


any provision of
any Subsidiary Guarantee Agreement shall for any reason cease to be valid and binding on, or enforceable against, any Subsidiary
Loan Party, or any Subsidiary Loan Party shall so state in writing, or any Subsidiary Loan Party shall seek to terminate its Subsidiary
Guarantee Agreement;


then, and in every such event (other
than an event with respect to the Borrower described in clause (h) or (i) of this Section) and at any time thereafter during the
continuance of such event, the Lender may, by notice to the Borrower, take any or all of the following actions, at the same or
different times: (i) terminate the Revolving Commitment; (ii) declare the principal of and any accrued interest on the Loans, and
all other Obligations owing hereunder, to be, whereupon the same shall become due and payable immediately, without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; (iii) exercise all remedies contained
in any other Loan Document; and (iv) demand payment of an amount equal to 100% of the aggregate Available Amount under all
outstanding Letters of Credit, to be held by the Lender as collateral for the Borrower’s reimbursement obligations; and that,
if an Event of Default specified in either clause (h) or (i) shall occur, the Revolving Commitment shall automatically terminate
and the principal of the Loans then outstanding, together with accrued interest thereon, an amount equal to the aggregate Available
Amount under all outstanding Letters of Credit, and all fees, and all other Obligations shall automatically become due and payable,
without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.


Article
9



RESERVED


 




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Article
10



MISCELLANEOUS


Section 10.1


Notices.


(a)


Except in the case
of notices and other communications expressly permitted to be given by telephone, all notices and other communications to any party
herein to be effective shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:


To the Borrower:


FRP Holdings, Inc.


200 W. Forsyth Street, 7th Floor


Jacksonville, Florida 32202


Attention: John D. Milton, Jr.,


To the Lender:


Wells Fargo Bank, N.A.


One Independent Drive, 25th Floor

Jacksonville, Florida 32202


Attention: Kevin S. Hawkins


Telephone No: (904) 351-7303


With a copy to:


Charles V. Hedrick, Esq.


Foley & Lardner LLP


One Independent Drive, Suite 1300


Jacksonville, Florida 32202-5017


Any party hereto may change its address
or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All such notices and other
communications shall, when transmitted by overnight delivery, or faxed, be effective when delivered for overnight (next-day) delivery,
or if mailed, upon the third New York Business Day after the date deposited into the mails or if delivered, upon delivery; provided,
that notices delivered to the Lender shall not be effective until actually received by such Person at its address specified in
this Section 10.1.


(b)


Any agreement of
the Lender herein to receive certain notices by telephone is solely for the convenience and at the request of the Borrower. The
Lender shall be entitled to rely on the authority of any Person purporting to be a Person authorized by the Borrower to give such
notice and the Lender shall not have any liability to the Borrower or other Person on account of any action taken or not taken
by the Lender in reliance upon such telephonic notice. The obligation of the Borrower to repay the Loans and all other Obligations
hereunder shall not be affected in any way or to any extent by any failure of the Lender to receive written confirmation of any
telephonic notice or the receipt by the Lender of a confirmation which is at variance with the terms understood by the Lender to
be contained in any such telephonic notice.


 




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Section 10.2


Waiver; Amendments.


(a)


No failure or delay
by the Lender in exercising any right or power hereunder or any other Loan Document, and no course of dealing between the Borrower
and the Lender, shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power or any abandonment
or discontinuance of steps to enforce such right or power, preclude any other or further exercise thereof or the exercise of any
other right or power hereunder or thereunder. The rights and remedies of the Lender hereunder and under the other Loan Documents
are cumulative and are not exclusive of any rights or remedies provided by law. No waiver of any provision of this Agreement or
any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall
be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific
instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not
be construed as a waiver of any Default or Event of Default, regardless of whether the Lender may have had notice or knowledge
of such Default or Event of Default at the time.


(b)


No amendment or
waiver of any provision of this Agreement or the other Loan Documents, nor consent to any departure by the Borrower therefrom,
shall in any event be effective unless the same shall be in writing and signed by the Borrower and the Lender and then such waiver
or consent shall be effective only in the specific instance and for the specific purpose for which given.


Section 10.3


Expenses; Indemnification.


(a)


The Borrower shall
pay (i) all reasonable, out-of-pocket costs and expenses of the Lender and its Affiliates, including the reasonable fees, charges
and disbursements of counsel for the Lender and its Affiliates, in connection with the syndication of the credit facilities provided
for herein, the preparation and administration of the Loan Documents and any amendments, modifications or waivers thereof (whether
or not the transactions contemplated in this Agreement or any other Loan Document shall be consummated) and (ii) all reasonable
out-of-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of outside counsel
and the allocated cost of inside counsel) incurred by the Lender in connection with the enforcement or protection of its rights
in connection with this Agreement, including its rights under this Section, or in connection with the Loans made, including all
such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.


(b)


The Borrower shall
indemnify the Lender, and each Related Party of the Lender (each, an “Indemnitee”) against, and hold
each of them harmless from, any and all costs, losses, liabilities, claims, damages and related expenses, including the reasonable
fees, charges and disbursements of any counsel for any Indemnitee, which may be incurred by or asserted against any Indemnitee
arising out of, in connection with or as a result of (i) the execution or delivery of this Agreement or any other agreement or
instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation
of any of the transactions contemplated hereby, (ii) any Loan or any actual or proposed use of the proceeds therefrom, (iii) any
actual or alleged presence or release of Hazardous Materials on or from any property owned by the Borrower or any Subsidiary or
any Environmental Liability related in any way to the Borrower or any Subsidiary or (iv) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless
of whether any Indemnitee is a party thereto; provided, that the Borrower shall not be obligated to indemnify any Indemnitee for
any of the foregoing arising out of such Indemnitee’s gross negligence or willful misconduct as determined by a court of
competent jurisdiction in a final and nonappealable judgment.


 




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(c)


The Borrower shall
pay, and hold the Lender harmless from and against, any and all present and future stamp, documentary, and other similar taxes
with respect to this Agreement and any other Loan Documents, any collateral described therein, or any payments due thereunder,
and save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to
pay such taxes.


(d)


To the extent permitted
by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability,
for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection
with or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated therein,
any Loan or the use of proceeds thereof.


(e)


All amounts due
under this Section shall be payable promptly after written demand therefor.


Section 10.4


Successors and Assigns.


(a)


The provisions of
this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns,
except that the Borrower may not assign or transfer any of its rights hereunder without the prior written consent of Lender (and
any attempted assignment or transfer by the Borrower without such consent shall be null and void).


(b)


The Lender may at
any time, without the consent of the Borrower, sell participations to one or more banks or other entities (a “Participant”)
in all or a portion of the Lender’s rights and obligations under this Agreement (including all or a portion of the Revolving
Commitment and the Loans owing to it); provided, that (i) the Lender’s obligations under this Agreement shall remain unchanged,
(ii) the Lender shall remain solely responsible to the other parties hereto for the performance of its obligations hereunder, and
(iii) the Borrower shall continue to deal solely and directly with the Lender in connection with the Lender’s rights and
obligations under this Agreement and the other Loan Documents. Any agreement between the Lender and the Participant with respect
to such participation shall provide that the Lender shall retain the sole right and responsibility to enforce this Agreement and
the other Loan Documents and the right to approve any amendment, modification or waiver of this Agreement and the other Loan Documents;
provided, that such participation agreement may provide that the Lender will not, without the consent of the Participant, agree
to any amendment, modification or waiver of this Agreement that would (i) increase the Revolving Commitment of the Participant
without the written consent of such Participant, (ii) reduce the principal amount of any Loan or reduce the rate of interest thereon,
or reduce any fees payable hereunder, without the written consent of each Participant affected thereby, (iii) postpone the date
fixed for any payment of any principal of, or interest on, any Loan or interest thereon or any fees hereunder or reduce the amount
of, waive or excuse any such payment, or postpone the scheduled date for the termination or reduction of the Revolving Commitment,
without the written consent of each Participant affected thereby, (iv) release any guarantor or limit the liability of any such
guarantor under any guaranty agreement without the written consent of such Participant; or (v) release all or substantially all
collateral (if any) securing any of the Obligations without the written consent of such Participant. The Borrower agrees that each
Participant shall be entitled to the benefits of Sections 2.16, 2.17, and 2.18 to the same extent as
if it were a Lender hereunder and had acquired its interest by assignment pursuant to paragraph (b); provided, that no Participant
shall be entitled to receive any greater payment under Section 2.16 or 2.18 than the Lender would have been entitled
to receive with respect to the participation sold to such Participant unless the sale of such participation is made with the Borrower’s
prior written consent. To the extent permitted by law, the Borrower agrees that each Participant shall be entitled to the benefits
of Section 2.20 as though it were the Lender, provided, that such Participant agrees to share with the Lender the proceeds
thereof in accordance with Section 2.20 as fully as if it were the Lender hereunder.


 




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(c)


The Lender may at
any time pledge or assign a security interest in all or any portion of its rights under this Agreement and the Revolving Credit
Note to secure its obligations to a Federal Reserve Bank without complying with this Section; provided, that no such pledge or
assignment shall release the Lender from any of its obligations hereunder or substitute any such pledgee or assignee for the Lender
as a party hereto.


Section 10.5


Governing Law; Jurisdiction; Consent
to Service of Process.


(a)


This Agreement and
the other Loan Documents shall be construed in accordance with and be governed by the law (without giving effect to the conflict
of law principles thereof) of the State of Florida.


(b)


The Borrower hereby
irrevocably and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the Circuit Court of
Duval County, Florida, the United States District Court of the Middle District of Florida, and of any state court of the State
of Florida and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or
any other Loan Document or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment,
and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding
may be heard and determined in such Florida state court or, to the extent permitted by applicable law, such Federal court. Each
of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in
other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan
Document shall affect any right that the Lender may otherwise have to bring any action or proceeding relating to this Agreement
or any other Loan Document against the Borrower or its properties in the courts of any jurisdiction.


(c)


The Borrower irrevocably
and unconditionally waives any objection which it may now or hereafter have to the laying of venue of any such suit, action or
proceeding described in paragraph (b) of this Section and brought in any court referred to in paragraph (b) of this
Section. Each of the parties hereto irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.


 




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Section 10.6


Arbitration.


(a)


Arbitration.
The parties hereto agree, upon demand by any party, to submit to binding arbitration all claims, disputes and controversies between
or among them (and their respective employees, officers, directors, attorneys, and other agents), whether in tort, contract or
otherwise in any way arising out of or relating to (i) any credit subject hereto, or any of the Loan Documents, and their negotiation,
execution, collateralization, administration, repayment, modification, extension, substitution, formation, inducement, enforcement,
default or termination; or (ii) requests for additional credit. In the event of a court ordered arbitration, the party requesting
arbitration shall be responsible for timely filing the demand for arbitration and paying the appropriate filing fee within 30 days
of the abatement order or the time specified by the court. Failure to timely file the demand for arbitration as ordered by the
court will result in that party’s right to demand arbitration being automatically terminated.


(b)


Governing Rules.
Any arbitration proceeding will (i) proceed in a location in Florida selected by the American Arbitration Association (“AAA”);
(ii) be governed by the Federal Arbitration Act (Title 9 of the United States Code), notwithstanding any conflicting choice of
law provision in any of the documents between the parties; and (iii) be conducted by the AAA, or such other administrator as the
parties shall mutually agree upon, in accordance with the AAA’s commercial dispute resolution procedures, unless the claim
or counterclaim is at least $1,000,000.00 exclusive of claimed interest, arbitration fees and costs in which case the arbitration
shall be conducted in accordance with the AAA’s optional procedures for large, complex commercial disputes (the commercial
dispute resolution procedures or the optional procedures for large, complex commercial disputes to be referred to herein, as applicable,
as the “Rules”). If there is any inconsistency between the terms hereof and the Rules, the terms and procedures set
forth herein shall control. Any party who fails or refuses to submit to arbitration following a demand by any other party shall
bear all costs and expenses incurred by such other party in compelling arbitration of any dispute. Nothing contained herein shall
be deemed to be a waiver by any party that is a bank of the protections afforded to it under 12 U.S.C. §91 or any similar
applicable state law.


(c)


No Waiver of
Provisional Remedies, Self-Help and Foreclosure. The arbitration requirement does not limit the right of any party to (i) foreclose
against real or personal property collateral; (ii) exercise self-help remedies relating to collateral or proceeds of collateral
such as setoff or repossession; or (iii) obtain provisional or ancillary remedies such as replevin, injunctive relief, attachment
or the appointment of a receiver, before during or after the pendency of any arbitration proceeding. This exclusion does not constitute
a waiver of the right or obligation of any party to submit any dispute to arbitration or reference hereunder, including those arising
from the exercise of the actions detailed in sections (i), (ii) and (iii) of this paragraph.


 




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(d)


Arbitrator Qualifications
and Powers. Any arbitration proceeding in which the amount in controversy is $5,000,000.00 or less will be decided by a single
arbitrator selected according to the Rules, and who shall not render an award of greater than $5,000,000.00. Any dispute in which
the amount in controversy exceeds $5,000,000.00 shall be decided by majority vote of a panel of three arbitrators; provided however,
that all three arbitrators must actively participate in all hearings and deliberations. The arbitrator will be a neutral attorney
licensed in the State of Florida or a neutral retired judge of the state or federal judiciary of Florida, in either case with a
minimum of ten years’ experience in the substantive law applicable to the subject matter of the dispute to be arbitrated.
The arbitrator will determine whether or not an issue is arbitratable and will give effect to the statutes of limitation in determining
any claim. In any arbitration proceeding the arbitrator will decide (by documents only or with a hearing at the arbitrator’s
discretion) any pre-hearing motions which are similar to motions to dismiss for failure to state a claim or motions for summary
adjudication. The arbitrator shall resolve all disputes in accordance with the substantive law of Florida and may grant any remedy
or relief that a court of such state could order or grant within the scope hereof and such ancillary relief as is necessary to
make effective any award. The arbitrator shall also have the power to award recovery of all costs and fees, to impose sanctions
and to take such other action as the arbitrator deems necessary to the same extent a judge could pursuant to the Federal Rules
of Civil Procedure, the Florida Rules of Civil Procedure or other applicable law. Judgment upon the award rendered by the arbitrator
may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuit of
a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the
controversy or claim to arbitration if any other party contests such action for judicial relief.


(e)


Discovery.
In any arbitration proceeding, discovery will be permitted in accordance with the Rules. All discovery shall be expressly limited
to matters directly relevant to the dispute being arbitrated and must be completed no later than 20 days before the hearing date.
Any requests for an extension of the discovery periods, or any discovery disputes, will be subject to final determination by the
arbitrator upon a showing that the request for discovery is essential for the party’s presentation and that no alternative
means for obtaining information is available.


(f)


Class Proceedings
and Consolidations. No party hereto shall be entitled to join or consolidate disputes by or against others in any arbitration,
except parties who have executed any Loan Document, or to include in any arbitration any dispute as a representative or member
of a class, or to act in any arbitration in the interest of the general public or in a private attorney general capacity.


(g)


Payment Of Arbitration
Costs And Fees. The arbitrator shall award all costs and expenses of the arbitration proceeding.


(h)


Miscellaneous.
To the maximum extent practicable, the AAA, the arbitrators and the parties shall take all action required to conclude any arbitration
proceeding within 180 days of the filing of the dispute with the AAA. No arbitrator or other party to an arbitration proceeding
may disclose the existence, content or results thereof, except for disclosures of information by a party required in the ordinary
course of its business or by applicable law or regulation. If more than one agreement for arbitration by or between the parties
potentially applies to a dispute, the arbitration provision most directly related to the Loan Documents or the subject matter of
the dispute shall control. This arbitration provision shall survive termination, amendment or expiration of any of the Loan Documents
or any relationship between the parties.


 




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(i)


Small Claims
Court. Notwithstanding anything herein to the contrary, each party retains the right to pursue in Small Claims Court any dispute
within that court’s jurisdiction. Further, this arbitration provision shall apply only to disputes in which either party
seeks to recover an amount of money (excluding attorneys’ fees and costs) that exceeds the jurisdictional limit of the Small
Claims Court.


Section 10.7


Right of Setoff.


In addition to any
rights now or hereafter granted under applicable law and not by way of limitation of any such rights, the Lender shall have the
right, at any time or from time to time upon the occurrence and during the continuance of an Event of Default, without prior notice
to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable law, to set off and
apply against all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or other
obligations at any time owing by the Lender to or for the credit or the account of the Borrower against any and all Obligations
held by the Lender, irrespective of whether the Lender shall have made demand hereunder and although such Obligations may be unmatured.
the Lender agrees promptly to notify the Borrower after any such set off and any application made by the Lender; provided, that
the failure to give such notice shall not affect the validity of such set-off and application.


Section 10.8


Counterparts; Integration.


This Agreement may
be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by telecopy), and
all of said counterparts taken together shall be deemed to constitute one and the same instrument. This Agreement, the other Loan
Documents, and any separate letter agreement(s) relating to any fees payable to the Lender constitute the entire agreement among
the parties hereto and thereto regarding the subject matters hereof and thereof and supersede all prior agreements and understandings,
oral or written, regarding such subject matters.



Section 10.9


Survival.


All covenants, agreements,
representations and warranties made by the Borrower herein and in the certificates or other instruments delivered in connection
with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the
execution and delivery of this Agreement and the making of any Loans, regardless of any investigation made by any such other party
or on its behalf and notwithstanding that the Lender may have had notice or knowledge of any Default or incorrect representation
or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal
of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid and
so long as the Revolving Commitment has not expired or terminated. The provisions of Sections 2.17, 2.18,
2.19 and 10.3 shall survive and remain in full force and effect regardless of the consummation of the transactions
contemplated hereby, the repayment of the Loans, the expiration or termination of the Revolving Commitment or the termination of
this Agreement or any provision hereof. All representations and warranties made herein, in the certificates, reports, notices,
and other documents delivered pursuant to this Agreement shall survive the execution and delivery of this Agreement and the other
Loan Documents, and the making of the Loans.






    	53



    	 



    

 


Section 10.10


Severability.


Any provision of
this Agreement or any other Loan Document held to be illegal, invalid or unenforceable in any jurisdiction, shall, as to such jurisdiction,
be ineffective to the extent of such illegality, invalidity or unenforceability without affecting the legality, validity or enforceability
of the remaining provisions hereof or thereof; and the illegality, invalidity or unenforceability of a particular provision in
a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


Section 10.11


Confidentiality.


The Lender agrees
to take normal and reasonable precautions to maintain the confidentiality of any information designated in writing as confidential
and provided to it by the Borrower or any Subsidiary, except that such information may be disclosed (i) to any Related Party of
the Lender, including without limitation accountants, legal counsel and other advisors, (ii) to the extent required by applicable
laws or regulations or by any subpoena or similar legal process, (iii) to the extent requested by any regulatory agency or authority,
(iv) to the extent that such information becomes publicly available other than as a result of a breach of this Section, or which
becomes available to the Lender or any Related Party of any of the foregoing on a nonconfidential basis from a source other than
the Borrower, (v) in connection with the exercise of any remedy hereunder or any suit, action or proceeding relating to this Agreement
or the enforcement of rights hereunder, and subject to provisions substantially similar to this Section 10.11, to any actual
or prospective assignee or Participant, or (vi) with the consent of the Borrower. Any Person required to maintain the confidentiality
of any information as provided for in this Section shall be considered to have complied with its obligation to do so if such Person
has exercised the same degree of care to maintain the confidentiality of such information as such Person would accord its own confidential
information.


Section 10.12


Interest Rate Limitation.


Notwithstanding
anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other
amounts which may be treated as interest on such Loan under applicable law (collectively, the “Charges”),
shall exceed the maximum lawful rate of interest (the “Maximum Rate”) which may be contracted for, charged,
taken, received or reserved by the Lender in accordance with applicable law, the rate of interest payable in respect of such Loan
hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful,
the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation
of this Section shall be cumulated and the interest and Charges payable to the Lender in respect of other Loans or periods shall
be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal
Funds Rate to the date of repayment, shall have been received by the Lender.


 




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Section 10.13


US PATRIOT Act Notice.


Notwithstanding
anything herein to the contrary, Lender hereby notifies the Borrower that, pursuant to the requirements of Title III of the Uniting
and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT Act) Act of
2001 (Public Law 107–56, signed into law October 26, 2001) and regulations promulgated thereunder (collectively, the
“Patriot Act”), Lender is required to obtain, verify and record information that identifies the Loan
Parties, including without limitation the name, address and identification number of each Loan Party.


[Remainder of
Page Intentionally Left Blank]


 




    	55



    	 



    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed, under seal in the case of the Borrower, by their respective
authorized officers as of the day and year first above written.


	 	FRP HOLDINGS, INC.
	 	 
	 	 
	 	By:	 
	 	Print Name:	John D. Milton, Jr.
	 	Title: 	Vice President and Chief Financial Officer
	 	 	 
	 	 	 
	 	WELLS FARGO BANK, N.A.
	 	 
	 	 
	 	By:	 
	 	Print Name:	Charles N. Kauffman
	 	Title:	Senior Vice President


 




    	56



    	 



    

 


ACKNOWLEDGMENT OF BORROWER


STATE OF GEORGIA


COUNTY OF CAMDEN


On this the ____
day of January, 2015, personally appeared John D. Milton, Jr., as the Vice President and Chief Financial Officer of FRP Holdings,
Inc., a Florida corporation (the “Borrower”), and before me, executed the foregoing 2015 Credit Agreement
dated as of January 30, 2015, between the Borrower and Wells Fargo Bank, N.A. on behalf of such corporation. Such person: (notary
must check applicable box)


	 ̈	is personally known to me.
	 ̈	produced a current Florida driver’s license as identification.
	 ̈	produced ______________________________________________ as identification.


 


	{Notary Seal must be affixed} 	 
	 	Signature of Notary
	 	 
	 	Name of Notary 

Typed, Printed or Stamped)
	 	Commission Number (if not legible on seal):  ______________________________
	 	My Commission Expires (if not legible on seal):  ___________________________


 


 




    	57



    	 



    

 


ACKNOWLEDGMENT OF WELLS FARGO BANK,
N.A.


STATE OF GEORGIA


COUNTY OF CAMDEN


On this the ___
day of January, 2015, personally appeared Charles N. Kauffman, as the Senior Vice President of Wells Fargo Bank, N.A., a national
banking association, and before me, executed the foregoing 2015 Credit Agreement dated as of January 30, 2015, between the Borrower
and Wells Fargo Bank, N.A., on behalf of such national banking association. Such person: (notary must check applicable box)


	 ̈	is/are personally known to me.
	 ̈	produced a current Florida driver’s license as identification.
	 ̈	produced ______________________________________________ as identification.


 


	{Notary Seal must be affixed} 	 
	 	Signature of Notary
	 	 
	 	Name of Notary 

Typed, Printed or Stamped)
	 	Commission Number (if not legible on seal):  ______________________________
	 	My Commission Expires (if not legible on seal):  ___________________________


 


 


 




    	58



    	 



    

 


SCHEDULE 4.5


ENVIRONMENTAL MATTERS


 


 


	Anacostia RiverFront Phase I remediation	$1,771,000


 




    	59



    	 



    

 


SCHEDULE 4.14


FRP Holdings, Inc.


Subsidiaries

As of January 30, 2015


 





 


 




    	60



    	 



    

 


SCHEDULE 7.4


EXISTING INVESTMENTS


September 30, 2014


	National Interstate Captive Loss Fund	$2,320,679.00


 




    	61



    	 



    

 


EXHIBIT A


REVOLVING CREDIT NOTE


	$20,000,000.00	St. Mary’s, Georgia
	 	January 30, 2015


 


FOR VALUE RECEIVED,
the undersigned, FRP HOLDINGS, INC., a Florida corporation (the “Borrower”), hereby promises to pay to
Wells Fargo Bank, N.A. (the “Lender”) or its registered assigns, at the office of Lender at One Independent
Drive, 25th Floor, Jacksonville, Florida 32202, on the Commitment Termination Date (as defined in the 2015 Credit Agreement
of even date herewith (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”)), between the Borrower and the Lender, the lesser of the principal sum of Twenty Million and No/100 Dollars
($20,000,000.00) and the aggregate unpaid principal amount of all Revolving Loans made by the Lender to the Borrower pursuant to
the Credit Agreement, in lawful money of the United States of America in immediately available funds, and to pay interest from
the date hereof on the principal amount thereof from time to time outstanding, in like funds, at said office, at the rate or rates
per annum and payable on such dates as provided in the Credit Agreement. In addition, should legal action or an attorney-at-law
be utilized to collect any amount due hereunder, the Borrower further promises to pay all costs of collection, including the reasonable
attorneys’ fees of the Lender.


The Borrower promises
to pay interest, on demand, on any overdue principal and, to the extent permitted by law, overdue interest from their due dates
at a rate or rates provided in the Credit Agreement.


This Note is issued
in connection with, and is entitled to the benefits of, the Credit Agreement which, among other things, contains provisions for
the acceleration of the maturity hereof upon the happening of certain events, for prepayment of the principal hereof prior to the
maturity hereof and for the amendment or waiver of certain provisions of the Credit Agreement, all upon the terms and conditions
therein specified. THIS REVOLVING CREDIT NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF FLORIDA
AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.


	 	FRP HOLDINGS, INC.
	 	 
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 




    	A - 1



    	 



    

 


AFFIDAVIT OF OUT-OF-STATE DELIVERY


STATE OF GEORGIA


COUNTY OF CAMDEN


Before me this day
personally appeared ______________________________ (the “Borrower’s Agent”), _______________ [title
or capacity] of FRP Holdings, Inc. (the “Borrower”) and ___________________________ the _____________
of Wells Fargo Bank, N.A. (the “Bank’s Agent”), a duly authorized agent of Wells Fargo Bank, N.A.,
who being by me first duly sworn, depose(s) and say(s):


1.


That on the date hereof
the Borrower’s Agent executed the following documents on behalf of the Borrower (collectively, the “Documents”)
in the State of Georgia:


A.


That certain
Revolving Credit Note in the stated principal amount of $20,000,000 dated January 30, 2015, made payable by Borrower to Wells Fargo
Bank, N.A. (the “Lender”) and (b) that certain 2015 Credit Agreement dated January 30, 2015 between Borrower and Lender..


2.


That the Borrower’s
Agent personally delivered the Documents to the Bank’s Agent and the Bank’s Agent as agent of the Lender, accepted
the Documents on the date hereof in the State of Georgia.


FURTHER AFFIANTS SAYETH NOT.


 


 


	 	BORROWER’S AGENT:	 
	 	 	 
	 	 	[name of Borrower’s Agent]
	 	 	 
	 	BANK’S AGENT:	 
	 	 	 
	 	 	[name of Bank’s Agent]


 


Sworn to and subscribed before me this
____ day of January, 2015, at _______________, Georgia.





	 	 
	 	Notary Public, State and County Aforesaid
	 	My Commission No.:
	 	My Commission Expires:


 




    	A - 2



    	 



    

 


EXHIBIT B


RESERVED.


 




    	B - 1



    	 



    

 


EXHIBIT C


[FORM OF]

SUBSIDIARY GUARANTEE AGREEMENT


SUBSIDIARY GUARANTEE
AGREEMENT dated as of January 30, 2015, among each of the Subsidiaries listed on Schedule I hereto (each such subsidiary individually,
a “Guarantor” and collectively, the “Guarantors”) of FRP HOLDINGS, INC.,
a Florida corporation (the “Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national
banking association (the “Lender”).


Reference is made
to the 2015 Credit Agreement of even date herewith (as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), between the Borrower and the Lender. Capitalized terms used herein and not defined herein shall have
the meanings assigned to such terms in the Credit Agreement.


The Lender has agreed
to make Loans to the Borrower, pursuant to, and upon the terms and subject to the conditions specified in, the Credit Agreement.
Each of the Guarantors is a direct or indirect wholly-owned Subsidiary of the Borrower, and part of a common economic enterprise,
and acknowledges that it will derive substantial benefit from the making of the Loans by the Lenders because advances thereunder
will be used for working capital, capital expenditure and other general corporate purposes of the Guarantors and will benefit the
consolidated group. The obligation of the Lender to make Loans is conditioned on, among other things, the execution and delivery
by the Guarantors of a Subsidiary Guarantee Agreement in the form hereof. As consideration therefor and in order to induce the
Lender to make Loans, the Guarantors are willing to execute this Subsidiary Guarantee Agreement.


Accordingly, the
parties hereto agree as follows:


Section 1.


Guarantee.
Each Guarantor unconditionally guarantees, jointly with the other Guarantors and severally, (a) the due and punctual payment of
(i) the principal of and premium, if any, and interest (including interest accruing during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, when and
as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise and (ii) all other monetary
obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise
(including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding,
regardless of whether allowed or allowable in such proceeding), of the Loan Parties to the Lender under the Credit Agreement and
the other Loan Documents, (b) the due and punctual performance of all covenants, agreements, obligations and liabilities of the
Loan Parties under or pursuant to the Credit Agreement and the other Loan Documents; and (c) the due and punctual payment and performance
of all obligations of the Borrower, monetary or otherwise, under each Hedging Agreement entered into with a counterparty that was
the Lender or an Affiliate of a Lender at the time such Hedging Agreement was entered into (all the monetary and other obligations
referred to in the preceding clauses (a) through (c) being collectively called the “Obligations”). Each
Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent
from it, and that it will remain bound upon its guarantee notwithstanding any extension or renewal of any Obligation.


 




    	C - 1



    	 



    

 


Section 2.


Obligations Not
Waived. To the fullest extent permitted by applicable law, each Guarantor waives presentment to, demand of payment from and
protest to the Borrower of any of the Obligations, and also waives notice of acceptance of its guarantee and notice of protest
for nonpayment. To the fullest extent permitted by applicable law, the obligations of each Guarantor hereunder shall not be affected
by (a) the failure of the Lender to assert any claim or demand or to enforce or exercise any right or remedy against the Borrower
or any other Guarantor under the provisions of the Credit Agreement, any other Loan Document or otherwise, (b) any rescission,
waiver, amendment or modification of, or any release from any of the terms or provisions of, this Agreement, any other Loan Document,
any Guarantee or any other agreement, including with respect to any other Guarantor under this Agreement, or (c) the failure to
perfect any security interest in, or the release of, any of the security held by or on behalf of the Lender.


Section 3.


Guarantee of Payment.
Each Guarantor further agrees that its guarantee constitutes a guarantee of payment when due and not of collection, and waives
any right to require that any resort be had by the Lender to any of the security held for payment of the Obligations or to any
balance of any deposit account or credit on the books of the Lender in favor of the Borrower or any other person.


Section 4.


No Discharge or
Diminishment of Guarantee. The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment
or termination for any reason (other than the indefeasible payment in full in cash of the Obligations), including any claim of
waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff,
counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations
or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged
or impaired or otherwise affected by the failure of the Lender to assert any claim or demand or to enforce any remedy under the
Credit Agreement, any other Loan Document or any other agreement, by any waiver or modification of any provision of any thereof,
by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or omission
that may or might in any manner or to the extent vary the risk of any Guarantor or that would otherwise operate as a discharge
of each Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations).


Section 5.


Defenses of Borrower
Waived. To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any
defense of the Borrower or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any
cause of the liability of the Borrower, other than the final and indefeasible payment in full in cash of the Obligations. The Lender
may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept
an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation
with the Borrower or any other guarantor, without affecting or impairing in any way the liability of any Guarantor hereunder except
to the extent the Obligations have been fully, finally and indefeasibly paid in cash. Pursuant to applicable law, each Guarantor
waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or
to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any
other Guarantor or guarantor, as the case may be, or any security.


 




    	C - 2



    	 



    

 


Section 6.


Agreement to Pay;
Subordination. In furtherance of the foregoing and not in limitation of any other right that the Lender has at law or in equity
against any Guarantor by virtue hereof, upon the failure of the Borrower or any other Loan Party to pay any Obligation when and
as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby
promises to and will forthwith pay, or cause to be paid, to the Lender in cash the amount of such unpaid Obligations. Upon payment
by any Guarantor of any sums to the Lender, all rights of such Guarantor against the Borrower arising as a result thereof by way
of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in
right of payment to the prior indefeasible payment in full in cash of all the Obligations. In addition, any indebtedness of the
Borrower now or hereafter held by any Guarantor is hereby subordinated in right of payment to the prior payment in full in cash
of the Obligations. If any amount shall erroneously be paid to any Guarantor on account of (i) such subrogation, contribution,
reimbursement, indemnity or similar right or (ii) any such indebtedness of the Borrower, such amount shall be held in trust for
the benefit of the Lender and shall forthwith be paid to the Lender to be credited against the payment of the Obligations, whether
matured or unmatured, in accordance with the terms of the Loan Documents.


Section 7.


Information.
Each Guarantor assumes all responsibility for being and keeping itself informed of the Borrower’s financial condition and
assets, and of all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent
of the risks that such Guarantor assumes and incurs hereunder, and agrees that the Lender will have no duty to advise any of the
Guarantors of information known to it or any of them regarding such circumstances or risks.


Section 8.


Representations
and Warranties. Each Guarantor represents and warrants as to itself that all representations and warranties relating to it
(as a Subsidiary of the Borrower) contained in the Credit Agreement are true and correct.


Section 9.


Termination.
The guarantees made hereunder (a) shall terminate when all the Obligations have been paid in full in cash and the Lender has no
further commitment to lend under the Credit Agreement and (b) shall continue to be effective or be reinstated, as the case may
be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Lender or
any Guarantor upon the bankruptcy or reorganization of the Borrower, any Guarantor or otherwise. In connection with the foregoing,
the Lender shall execute and deliver to such Guarantor or Guarantor’s designee, at such Guarantor’s expense, any documents
or instruments which such Guarantor shall reasonably request from time to time to evidence such termination and release.


 




    	C - 3



    	 



    

 


Section 10.


Binding Effect;
Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be
deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors
that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and
assigns. This Agreement shall become effective as to any Guarantor when a counterpart hereof executed on behalf of such Guarantor
shall have been delivered to the Lender, and a counterpart hereof shall have been executed on behalf of the Lender, and thereafter
shall be binding upon such Guarantor and the Lender and their respective successors and assigns, and shall inure to the benefit
of such Guarantor, and the Lender, and their respective successors and assigns, except that no Guarantor shall have the right to
assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void). If all of
the capital stock of a Guarantor is sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Credit
Agreement, such Guarantor shall be released from its obligations under this Agreement without further action. This Agreement shall
be construed as a separate agreement with respect to each Guarantor and may be amended, modified, supplemented, waived or released
with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor
hereunder.


Section 11.


Waivers; Amendment.


(a)


No failure or delay
of the Lender in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise
of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other
or further exercise thereof or the exercise of any other right or power. The rights of the Lender hereunder and under the other
Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any
provision of this Agreement or consent to any departure by any Guarantor therefrom shall in any event be effective unless the same
shall be permitted by paragraph (b) below, and then such waiver and consent shall be effective only in the specific instance and
for the purpose for which given. No notice or demand on any Guarantor in any case shall entitle such Guarantor to any other or
further notice in similar or other circumstances.


(b)


Neither this Agreement
nor any provision hereof may be waived, amended or modified except pursuant to a written agreement entered into between the Guarantors
with respect to which such waiver, amendment or modification relates and the Lender.


Section 12.


Governing Law.
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF FLORIDA.


Section 13.


Notices. All
communications and notices hereunder shall be in writing and given as provided in Section 10.1 of the Credit Agreement. All communications
and notices hereunder to each Guarantor shall be given to it at its address set forth on Schedule I attached hereto.






    	C - 4



    	 



    

 


Section 14.


Survival of
Agreement; Severability.


(a)


All covenants, agreements
representations and warranties made by the Guarantors herein and in the certificates or other instruments prepared or delivered
in connection with or pursuant to this Agreement or the other Loan Documents shall be considered to have been relied upon by the
Lender and shall survive the making by the Lender of the Loans regardless of any investigation made by any of them or on their
behalf, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any other
fee or amount payable under this Agreement or any other Loan Document is outstanding and unpaid and as long as the Revolving Commitment
has not been terminated.


(b)


In the event one
or more of the provisions contained in this Agreement or in any other Loan Document should be held invalid, illegal or unenforceable
in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in
any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction
shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith
negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes
as close as possible to that of the invalid, illegal or unenforceable provisions.


Section 15.


Counterparts.
This Agreement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together
shall constitute a single contract (subject to Section 10), and shall become effective as provided in Section 10. Delivery of a
PDF of an executed signature page to this Agreement by electronic transmission shall be as effective as delivery of a manually
executed counterpart of this Agreement.


Section 16.


Rules of Interpretation.
The rules of interpretation specified in Section 1.4 of the Credit Agreement shall be applicable to this Agreement.


Section 17.


Jurisdiction; Consent
to Service of Process.


(a)


Each Guarantor hereby
irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Circuit Court of
Duval County, Florida, or any Florida State court or Federal court of the United States of America sitting in Duval County, Florida,
and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other
Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally
agrees that all claims in respect of any such action or proceeding may be heard and determined in such Duval County, Florida State
court or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any
such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law. Nothing in this Agreement shall affect any right that the Lender may otherwise have to bring any action
or proceeding relating to this Agreement or the other Loan Documents against any Guarantor or its properties in the courts of any
jurisdiction.


(b)


Each Guarantor hereby
irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now
or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the
other Loan Documents in the Circuit Court of Duval County, Florida or any other appropriate Florida State or Federal court. Each
of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to
the maintenance of such action or proceeding in any such court.


 




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Section 18.



Arbitration.


(a)


Arbitration. The
parties hereto agree, upon demand by any party, to submit to binding arbitration all claims, disputes and controversies between
or among them (and their respective employees, officers, directors, attorneys, and other agents), whether in tort, contract or
otherwise in any way arising out of or relating to (i) any credit subject hereto, or any of the Loan Documents, and their negotiation,
execution, collateralization, administration, repayment, modification, extension, substitution, formation, inducement, enforcement,
default or termination; or (ii) requests for additional credit.


(b)


Governing Rules.
Any arbitration proceeding will (i) proceed in a location in Florida selected by the American Arbitration Association (“AAA”);
(ii) be governed by the Federal Arbitration Act (Title 9 of the United States Code), notwithstanding any conflicting choice of
law provision in any of the documents between the parties; and (iii) be conducted by the AAA, or such other administrator as the
parties shall mutually agree upon, in accordance with the AAA’s commercial dispute resolution procedures, unless the claim
or counterclaim is at least $1,000,000.00 exclusive of claimed interest, arbitration fees and costs in which case the arbitration
shall be conducted in accordance with the AAA’s optional procedures for large, complex commercial disputes (the commercial
dispute resolution procedures or the optional procedures for large, complex commercial disputes to be referred to herein, as applicable,
as the “Rules”). If there is any inconsistency between the terms hereof and the Rules, the terms and procedures set
forth herein shall control. Any party who fails or refuses to submit to arbitration following a demand by any other party shall
bear all costs and expenses incurred by such other party in compelling arbitration of any dispute. Nothing contained herein shall
be deemed to be a waiver by any party that is a bank of the protections afforded to it under 12 U.S.C. §91 or any similar
applicable state law.


(c)


No Waiver of Provisional
Remedies, Self-Help and Foreclosure. The arbitration requirement does not limit the right of any party to (i) foreclose against
real or personal property collateral; (ii) exercise self-help remedies relating to collateral or proceeds of collateral such as
setoff or repossession; or (iii) obtain provisional or ancillary remedies such as replevin, injunctive relief, attachment or the
appointment of a receiver, before during or after the pendency of any arbitration proceeding. This exclusion does not constitute
a waiver of the right or obligation of any party to submit any dispute to arbitration or reference hereunder, including those arising
from the exercise of the actions detailed in sections (i), (ii) and (iii) of this paragraph.


 




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(d)


Arbitrator Qualifications
and Powers. Any arbitration proceeding in which the amount in controversy is $5,000,000.00 or less will be decided by a single
arbitrator selected according to the Rules, and who shall not render an award of greater than $5,000,000.00. Any dispute in which
the amount in controversy exceeds $5,000,000.00 shall be decided by majority vote of a panel of three arbitrators; provided however,
that all three arbitrators must actively participate in all hearings and deliberations. The arbitrator will be a neutral attorney
licensed in the State of Florida or a neutral retired judge of the state or federal judiciary of Florida, in either case with a
minimum of ten years experience in the substantive law applicable to the subject matter of the dispute to be arbitrated. The arbitrator
will determine whether or not an issue is arbitratable and will give effect to the statutes of limitation in determining any claim.
In any arbitration proceeding the arbitrator will decide (by documents only or with a hearing at the arbitrator’s discretion)
any pre-hearing motions which are similar to motions to dismiss for failure to state a claim or motions for summary adjudication.
The arbitrator shall resolve all disputes in accordance with the substantive law of Florida and may grant any remedy or relief
that a court of such state could order or grant within the scope hereof and such ancillary relief as is necessary to make effective
any award. The arbitrator shall also have the power to award recovery of all costs and fees, to impose sanctions and to take such
other action as the arbitrator deems necessary to the same extent a judge could pursuant to the Federal Rules of Civil Procedure,
the Florida Rules of Civil Procedure or other applicable law. Judgment upon the award rendered by the arbitrator may be entered
in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuit of a provisional
or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy
or claim to arbitration if any other party contests such action for judicial relief.


(e)


Discovery. In any
arbitration proceeding, discovery will be permitted in accordance with the Rules. All discovery shall be expressly limited to matters
directly relevant to the dispute being arbitrated and must be completed no later than 20 days before the hearing date. Any requests
for an extension of the discovery periods, or any discovery disputes, will be subject to final determination by the arbitrator
upon a showing that the request for discovery is essential for the party’s presentation and that no alternative means for
obtaining information is available.


(f)


Class Proceedings
and Consolidations. No party hereto shall be entitled to join or consolidate disputes by or against others in any arbitration,
except parties who have executed any Loan Document, or to include in any arbitration any dispute as a representative or member
of a class, or to act in any arbitration in the interest of the general public or in a private attorney general capacity.


(g)


Payment Of Arbitration
Costs And Fees. The arbitrator shall award all costs and expenses of the arbitration proceeding.


(h)


Miscellaneous. To
the maximum extent practicable, the AAA, the arbitrators and the parties shall take all action required to conclude any arbitration
proceeding within 180 days of the filing of the dispute with the AAA. No arbitrator or other party to an arbitration proceeding
may disclose the existence, content or results thereof, except for disclosures of information by a party required in the ordinary
course of its business or by applicable law or regulation. If more than one agreement for arbitration by or between the parties
potentially applies to a dispute, the arbitration provision most directly related to the Loan Documents or the subject matter of
the dispute shall control. This arbitration provision shall survive termination, amendment or expiration of any of the Loan Documents
or any relationship between the parties.


 




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Section 19.


Additional Guarantors.
Pursuant to Section 5.10 of the Credit Agreement, certain Subsidiaries that were not in existence on the date of the Credit Agreement
are required to enter into this Agreement as a Guarantor. Upon execution and delivery after the date hereof by the Lender and such
Subsidiary of an instrument in the form of Annex I, such Subsidiary shall become a Guarantor hereunder with the same force and
effect as if originally named as a Guarantor herein. The execution and delivery of any instrument adding an additional Guarantor
as a party to this Agreement shall not require the consent of any other Guarantor hereunder. The rights and obligations of each
Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor as a party to this
Agreement.


Section 20.


Right of Setoff.
If an Event of Default shall have occurred and be continuing, Lender is hereby authorized at any time and from time to time, to
the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional
or final) at any time held and other Indebtedness at any time owing by such Lender to or for the credit or the account of any Guarantor
against any or all the obligations of such Guarantor now or hereafter existing under this Agreement and the other Loan Documents
held by such Lender, irrespective of whether or not such Person shall have made any demand under this Agreement or any other Loan
Document and although such obligations may be unmatured. The rights of each Lender under this Section 20 are in addition to other
rights and remedies (including other rights of setoff) which such Lender may have.


IN WITNESS WHEREOF,
the parties hereto have duly executed this Agreement as of the day and year first above written.


	 	EACH OF THE SUBSIDIARIES

LISTED ON SCHEDULE I HERETO 
	 	 
	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	WELLS FARGO BANK, N.A.
	 	 
	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 


 


 




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SCHEDULE I TO THE

SUBSIDIARY GUARANTEE AGREEMENT


	Guarantor(s)	 	Address
	 	 	 
	Florida Rock Properties, Inc.	 	200 W. Forsyth Street, 7th Floor
	 	 	Jacksonville, FL  32202
	 	 	 
	FRP Development Corp.	 	200 W. Forsyth Street, 7th Floor
	 	 	Jacksonville, FL  32202
	 	 	 
	FRP Maryland, Inc.	 	200 W. Forsyth Street, 7th Floor
	 	 	Jacksonville, FL  32202


 


 


 




    	C - 9



    	 



    

 


ANNEX I TO THE

SUBSIDIARY GUARANTEE AGREEMENT


SUPPLEMENT NO. [____]
dated as of [_________________], to the Subsidiary Guarantee Agreement (the “Guarantee Agreement”) dated
as of January 30, 2015 among each of the subsidiaries listed on Schedule I thereto (each such Subsidiary individually, a “Guarantor”
and collectively, the “Guarantors”) of FRP HOLDINGS, INC., a Florida corporation (the “Borrower”),
and WELLS FARGO BANK, N.A., a national banking association (the “Lender”).


1.


Reference is made
to the 2015 Credit Agreement dated as of January 30, 2015 (as amended, supplemented or otherwise modified from time to time, the
“Credit Agreement”), between the Borrower and the Lender. Capitalized terms used herein and not otherwise
defined herein shall have the meanings assigned to such terms in the Credit Agreement.


2.


The Guarantors have
entered into the Guarantee Agreement in order to induce the Lenders to make Loans. Pursuant to Section 5.10 of the Credit Agreement,
certain Subsidiaries that were not in existence on the date of the Credit Agreement are required to enter into the Guarantee Agreement
as a Guarantor. Section 19 of the Guarantee Agreement provides that additional Subsidiaries of the Borrower may become Guarantors
under the Guarantee Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiary
of the Borrower (the “New Guarantor”) is executing this Supplement in accordance with the requirements
of the Credit Agreement to become a Guarantor under the Guarantee Agreement in order to induce the Lenders to make additional Loans
and as consideration for Loans previously made.


Accordingly, the
Lender and the New Guarantor agree as follows:


Section
1.


In accordance with
Section 19 of the Guarantee Agreement, the New Guarantor by its signature below becomes a Guarantor under the Guarantee Agreement
with the same force and effect as if originally named therein as a Guarantor and the New Guarantor hereby (a) agrees to all the
terms and provisions of the Guarantee Agreement applicable to it as Guarantor thereunder and (b) represents and warrants that the
representations and warranties made by it as a Guarantor thereunder are true and correct on and as of the date hereof. Each reference
to a Guarantor in the Guarantee Agreement shall be deemed to include the New Guarantor. The Guarantee Agreement is hereby incorporated
herein by reference.


Section
2.


The New Guarantor
represents and warrants to the Lender that this Supplement has been duly authorized, executed and delivered by it and constitutes
its legal, valid and binding obligation, enforceable against it in accordance with its terms.


Section
3.


This Supplement may
be executed in counterparts each of which shall constitute an original, but all of which when taken together shall constitute a
single contract. This Supplement shall become effective when the Lender shall have received counterparts of this Supplement that,
when taken together, bear the signatures of the New Guarantor and the Lender. Delivery of a PDF version of an executed signature
page to this Supplement by electronic transmission shall be as effective as delivery of a manually signed counterpart of this Supplement.


 




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Section
4.


Except as expressly
supplemented hereby, the Guarantee Agreement shall remain in full force and effect.


Section
5.


THIS SUPPLEMENT SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF FLORIDA.


Section
6.


In case any one or
more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein and in the Guarantee Agreement shall not in any way be
affected or impaired thereby (it being understood that the invalidity of a particular provision hereof in a particular jurisdiction
shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor
in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect
of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.


Section
7.


All communications
and notices hereunder shall be in writing and given as provided in Section 13 of the Guarantee Agreement. All communications and
notices hereunder to the New Guarantor shall be given to it at the address set forth under its signature below, with a copy to
the Borrower.


Section
8.


The New Guarantor
agrees to reimburse the Lender for its out-of-pocket expenses in connection with this Supplement, including the fees, disbursements
and other charges of counsel for the Lender.


IN WITNESS WHEREOF,
the New Guarantor and the Lender have duly executed this Supplement to the Guarantee Agreement as of the day and year first above
written.


	 	[Name of New Guarantor]
	 	 
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	Address:	 
	 	 	 
	 	 
	 	WELLS FARGO BANK, N.A.
	 	 
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 




    	C - 11



    	 



    

 


EXHIBIT D


[FORM OF]

INDEMNITY, SUBROGATION AND CONTRIBUTION AGREEMENT


INDEMNITY, SUBROGATION
AND CONTRIBUTION AGREEMENT dated as of January 30, 2015, among FRP HOLDINGS, INC., a Florida corporation (the “Borrower”),
each Subsidiary listed on Schedule I hereto (the “Guarantors”), and WELLS FARGO BANK, N.A., a
national banking association (the “Lender”).


Reference is made
to (a) the 2015 Credit Agreement dated as of January 30, 2015 (as amended, supplemented or otherwise modified from time to time,
the “Credit Agreement”), among the Borrower and the Lender and (b) the Subsidiary Guarantee Agreement
dated as of January 30, 2015, among the Guarantors and the Lender (as amended, supplemented or otherwise modified from time to
time, the “Guarantee Agreement”). Capitalized terms used herein and not defined herein shall have the
meanings assigned to such terms in the Credit Agreement.


The Lender has agreed
to make Loans to the Borrower, pursuant to, and upon the terms and subject to the conditions specified in, the Credit Agreement.
The Guarantors have guaranteed such Loans and the other Obligations (as defined in the Guarantee Agreement) of the Borrower under
the Credit Agreement pursuant to the Guarantee Agreement. The obligation of the Lenders to make Loans is conditioned on, among
other things, the execution and delivery by the Borrower and the Guarantors of an agreement in the form hereof.


Accordingly, the
Borrower, each Guarantor and the Lender agree as follows:


Section 1.


Indemnity and Subrogation.
In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section
3), the Borrower agrees that (a) in the event a payment shall be made by any Guarantor under the Guarantee Agreement, the Borrower
shall indemnify such Guarantor for the full amount of such payment and such Guarantor shall be subrogated to the rights of the
person to whom such payment shall have been made to the extent of such payment.


Section 2.


Contribution and
Subrogation. Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section 3) that, in the
event a payment shall be made by any other Guarantor under the Guarantee Agreement and such other Guarantor (the “Claiming
Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section 1, the Contributing Guarantor
shall indemnify the Claiming Guarantor in an amount equal to the amount of such payment in each case multiplied by a fraction of
which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate
net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section
12, the date of the Supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment
to a Claiming Guarantor pursuant to this Section 2 shall be subrogated to the rights of such Claiming Guarantor under Section 1
to the extent of such payment.


 




    	D - 1



    	 



    

 


Section 3.


Subordination.
Notwithstanding any provision of this Agreement to the contrary, all rights of the Guarantors under Sections 1 and 2 and all other
rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the indefeasible
payment in full in cash of the Obligations. No failure on the part of the Borrower or any Guarantor to make the payments required
under applicable law or otherwise shall in any respect limit the obligations and liabilities of any Guarantor with respect to its
obligations hereunder, and each Guarantor shall remain liable for the full amount of the obligations of such Guarantor hereunder.


Section 4.


Termination.
This Agreement shall survive and be in full force and effect so long as any Obligation is outstanding and has not been indefeasibly
paid in full in cash, and so long as any of the Revolving Commitment under the Credit Agreement has not been terminated, and shall
continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is
rescinded or must otherwise be restored by any Lender or any Guarantor upon the bankruptcy or reorganization of the Borrower, any
Guarantor or otherwise.


Section 5.


Governing Law.
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF FLORIDA.


Section 6.


No Waiver; Amendment.


(a)


No
failure on the part of the Lender or any Guarantor to exercise, and no delay in exercising, any right, power or remedy hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy by the Lender or
any Guarantor preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies
hereunder are cumulative and are not exclusive of any other remedies provided by law. None of the Lender and the Guarantors shall
be deemed to have waived any rights hereunder unless such waiver shall be in writing and signed by such parties.


(b)


Neither
this Agreement nor any provision hereof may be waived, amended or modified except pursuant to a written agreement entered into
between the Borrower, the Guarantors and the Lender.


Section 7.


Notices. All
communications and notices hereunder shall be in writing and given as provided in the Guarantee Agreement and addressed as specified
therein.


Section 8.


Binding Agreement;
Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include
the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the parties that are contained
in this Agreement shall bind and inure to the benefit of their respective successors and assigns. Neither the Borrower nor any
Guarantor may assign or transfer any of its rights or obligations hereunder (and any such attempted assignment or transfer shall
be void) without the prior written consent of the Lender. Notwithstanding the foregoing, at the time any Guarantor is released
from its obligations under the Guarantee Agreement in accordance with such Guarantee Agreement and the Credit Agreement, such Guarantor
will cease to have any rights or obligations under this Agreement.


 




    	D - 2



    	 



    

 


Section 9.


Survival of Agreement;
Severability.


(a)


All
covenants and agreements made by the Borrower and each Guarantor herein and in the certificates or other instruments prepared or
delivered in connection with this Agreement or the other Loan Documents shall be considered to have been relied upon by the Lender
and each Guarantor and shall survive the making by the Lender of the Loans, and shall continue in full force and effect as long
as the principal of or any accrued interest on any Loans or any other fee or amount payable under the Credit Agreement or this
Agreement or under any of the other Loan Documents is outstanding and unpaid and as long as the Revolving Commitment has not been
terminated.


(b)


In
case one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect,
no party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or
unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein shall not in any way
be affected or impaired thereby. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable
provisions.


Section 10.


Counterparts.
This Agreement may be executed in counterparts (and by different parties hereto on different counterparts) each of which shall
constitute an original, but all of which when taken together shall constitute a single contract. This Agreement shall be effective
with respect to any Guarantor when a counterpart bearing the signature of such Guarantor shall have been delivered to the Lender.
Delivery of a PDF copy of an executed signature page to this Agreement by electronic transmission shall be as effective as delivery
of a manually signed counterpart of this Agreement.


Section 11.


Rules of Interpretation.
The rules of interpretation specified in Section 1.4 of the Credit Agreement shall be applicable to this Agreement.


Section 12.


Additional Guarantors.
Pursuant to Section 5.10 of the Credit Agreement, certain Subsidiaries of the Borrower that were not in existence on the date of
the Credit Agreement are required to enter into the Guarantee Agreement as Guarantor. Upon the execution and delivery, after the
date hereof, by the Lender and such Subsidiary of an instrument in the form of Annex I hereto, such Subsidiary shall become a Guarantor
hereunder with the same force and effect as if originally named as a Guarantor hereunder. The execution and delivery of any instrument
adding an additional Guarantor as a party to this Agreement shall not require the consent of any Guarantor hereunder. The rights
and obligations of each Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor
as a party to this Agreement.


IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be executed by their duly authorized officers as of the date first appearing above.


 




    	D - 3



    	 



    

 


 


	 	FRP HOLDINGS, INC.
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	EACH OF THE SUBSIDIARIES

LISTED ON SCHEDULE I HERETO,

as a Guarantor
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	WELLS FARGO BANK, N.A.
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	D - 4



    	 



    

 


SCHEDULE I


TO THE INDEMNITY, SUBROGATION

AND CONTRIBUTION AGREEMENT


Guarantors


	Name	 	Address
	 	 	 
	Florida Rock Properties, Inc.	 	200 W. Forsyth Street, 7th Floor
	 	 	Jacksonville, FL  32202
	 	 	 
	FRP Development Corp.	 	200 W. Forsyth Street, 7th Floor
	 	 	Jacksonville, FL  32202
	 	 	 
	FRP Maryland, Inc.	 	200 W. Forsyth Street, 7th Floor
	 	 	Jacksonville, FL  32202


 


 




    	D - 5



    	 



    

 


ANNEX I


TO INDEMNITY, SUBROGATION AND

CONTRIBUTION AGREEMENT


SUPPLEMENT NO. [____]
dated as of [__________________], to the Indemnity, Subrogation and Contribution Agreement dated as of January 30, 2015 (as the
same may be amended, supplemented or otherwise modified from time to time, the “Indemnity, Subrogation and Contribution
Agreement”) among FRP HOLDINGS, INC., a Florida corporation (the “Borrower”), each
Subsidiary listed on Schedule I thereto (the “Guarantors”) and WELLS FARGO BANK, N.A. (the “Lender”).


1.


Reference is made
to (a) the 2015 Credit Agreement dated as of January 30, 2015 (as amended, supplemented or otherwise modified from time to time,
the “Credit Agreement”), between the Borrower and the Lender, and (b) the Subsidiary Guarantee Agreement
dated as of January 30, 2015, among the Guarantors and the Lender (as amended, supplemented or otherwise modified from time to
time, the “Guarantee Agreement”).


2.


Capitalized terms
used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Indemnity, Subrogation and Contribution
Agreement and the Credit Agreement.


3.


The Borrower and the
Guarantors have entered into the Indemnity, Subrogation and Contribution Agreement in order to induce the Lender to make Loans.
Pursuant to Section 5.10 of the Credit Agreement, certain Subsidiaries that were not in existence on the date of the Credit Agreement
are required to enter into the Guarantee Agreement as a Guarantor. Section 12 of the Indemnity, Subrogation and Contribution Agreement
provides that additional Subsidiaries may become Guarantors under the Indemnity, Subrogation and Contribution Agreement by execution
and delivery of an instrument in the form of this Supplement. The undersigned Subsidiary (the “New Guarantor”)
is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Guarantor under the Indemnity,
Subrogation and Contribution Agreement in order to induce the Lenders to make additional Loans and as consideration for Loans previously
made.


Accordingly, the
Lender and the New Guarantor agree as follows:


Section 1.


In accordance with
Section 12 of the Indemnity, Subrogation and Contribution Agreement, the New Guarantor by its signature below becomes a Guarantor
under the Indemnity, Subrogation and Contribution Agreement with the same force and effect as if originally named therein as a
Guarantor and the New Guarantor hereby agrees to all the terms and provisions of the Indemnity, Subrogation and Contribution Agreement
applicable to it as Guarantor thereunder. Each reference to a Guarantor in the Indemnity, Subrogation and Contribution Agreement
shall be deemed to include the New Guarantor. The Indemnity, Subrogation and Contribution Agreement is hereby incorporated herein
by reference.


Section 2.


The New Guarantor
represents and warrants to the Lender that this Supplement has been duly authorized, executed and delivered by it and constitutes
its legal, valid and binding obligation, enforceable against it in accordance with its terms.


 




    	D - 6



    	 



    

 


Section 3.


This Supplement may
be executed in counterparts (and by different parties hereto on different counterparts) each of which shall constitute an original,
but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Lender
shall have received counterparts of this Supplement that, when taken together, bear the signature of the New Guarantor and the
Lender. Delivery of a PDF copy of an executed signature page to this Supplement by electronic transmission shall be as effective
as delivery of a manually signed counterpart of this Supplement.


Section 4.


Except as expressly
supplemented hereby, the Indemnity, Subrogation and Contribution Agreement shall remain in full force and effect.


Section 5.


THIS SUPPLEMENT SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF FLORIDA.


Section 6.


In case any one or
more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, neither party
hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable,
but the validity, legality and enforceability of the remaining provisions contained herein and in the Indemnity, Subrogation and
Contribution Agreement shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith negotiations
to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable provisions.


Section 7.


All communications
and notices hereunder shall be in writing and given as provided in Section 7 of the Indemnity, Subrogation and Contribution Agreement.
All communications and notices hereunder to the New Guarantor shall be given to it at the address set forth under its signature.


Section 8.


The New Guarantor
agrees to reimburse the Lender for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable
fees, other charges and disbursements of counsel for the Lender.


 




    	D - 7



    	 



    

 


IN WITNESS WHEREOF,
the New Guarantor and the Lender have duly executed this Supplement to the Indemnity, Subrogation and Contribution Agreement as
of the day and year first above written.


	 	[Name of New Guarantor]
	 	 
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	Address:	 
	 	 	 
	 	 	 
	 	WELLS FARGO BANK, N.A.
	 	 
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	D - 8



    	 



    

 


SCHEDULE I


TO SUPPLEMENT NO. ____ TO THE INDEMNITY,

SUBROGATION AND CONTRIBUTION AGREEMENT


Guarantors


	Name	Address


 




    	D - 9



    	 



    

 


EXHIBIT 2.3


NOTICE OF REVOLVING BORROWING


[Date]


Wells Fargo Bank, N.A.


One Independent Drive, 25th Floor


Jacksonville, Florida 32202


Dear Sirs:


Reference is made
to the 2015 Credit Agreement dated as of January 30, 2015 (as amended and in effect on the date hereof, the “Credit
Agreement”), between the undersigned, as Borrower, and Wells Fargo Bank, N.A., as Lender. Terms defined in the Credit
Agreement are used herein with the same meanings. This notice constitutes a Notice of Revolving Borrowing, and the Borrower hereby
requests a Revolving Loan Borrowing under the Credit Agreement, and in that connection the Borrower specifies the following information
with respect to the Borrowing requested hereby:


	       	(A)	Aggregate principal amount of Revolving Loan Borrowing2:	                   
	 	 	 	 	 
	 	(B)	Date of Revolving Loan Borrowing (which is a New York Business Day):	 
	 	 	 	 	 
	 	(C)	Interest Rate basis3:	                                                                        	 
	 	 	 	 	 
	 	(D)	Interest Period4:	 	 
	 	 	 	 	 
	 	(E)	Location and number of Borrower’s account to which proceeds of Revolving
	 	 	Borrowing are to be disbursed:	 	 
	 	 	 	 	 	 	 


____________


2Not
less than $100,000.00 and an integral multiple of $50,000.00.


3Eurodollar
Borrowing or Daily One Month LIBOR Borrowing


4Which
must comply with the definition of “Interest Period” and end not later than the Commitment Termination Date.


 



    	Exhibit 2.3 - 1



    	 



    

 


The Borrower hereby represents and warrants
that the conditions specified in paragraphs (a), (b) and (c) of Section 3.2 of the Credit Agreement are satisfied.


	 	Very truly yours,
	 	 
	 	FRP HOLDINGS, INC.
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 




    	Exhibit 2.3 - 2



    	 



    

 


EXHIBIT 2.7


NOTICE OF CONTINUATION/CONVERSION


[Date]


Wells Fargo Bank, N.A.


One Independent Drive, 25th Floor


Jacksonville, Florida 32202


Dear Sirs:


Reference is made
to the 2015 Credit Agreement dated as of January 30, 2015 (as amended and in effect on the date hereof, the “Credit
Agreement”), between the undersigned, as Borrower, and Wells Fargo Bank, N.A., as Lender. Terms defined in the Credit
Agreement are used herein with the same meanings. This notice constitutes a Notice of Revolving Borrowing, and the Borrower hereby
requests a Revolving Loan Borrowing under the Credit Agreement, and in that connection the Borrower specifies the following information
with respect to the Revolving Loan Borrowing requested hereby:


	 	(A)	Revolving Loan Borrowing to which this request applies:	                                   
	 	 	 	 
	 	(B)	Principal amount of Revolving Loan Borrowing to be	 
	 	 	converted/continued:	 	 
	 	 	 	 	 
	 	(C)	Effective date of election (which is a New York Business Day):	 
	 	 	 	 
	 	(D)	Interest rate basis:	 	 
	 	 	 	 	 
	 	(E)	Interest Period:	 	 


 


	 	Very truly yours,
	 	 
	 	FRP HOLDINGS, INC.
	 	 
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 




    	Exhibit 2.7 - 1



    	 



    

 


EXHIBIT 3.1(b)(iv)


FORM OF SECRETARY’S CERTIFICATE


Reference is made
to the 2015 Credit Agreement dated as of January 30, 2015 (as amended and in effect on the date hereof, the “Credit
Agreement”), between the undersigned, as Borrower, and Wells Fargo Bank, N.A., as Lender. Terms defined in the Credit
Agreement are used herein with the same meanings. This Certificate is being delivered pursuant to Section 3.1(b)(iv) of the Credit
Agreement.


I, [______________________],
Secretary of the Borrower, DO HEREBY CERTIFY that:


(a)


annexed
hereto as Exhibit A is a true and correct copy of the articles of incorporation of the Borrower, which have not been amended, modified,
supplemented or restated except as set forth in Exhibit A and remain in full force and effect as of the date hereof;


(b)


no
proceeding have been instituted or are pending or contemplated with respect to the dissolution, liquidation or sale of all or substantially
all the assets of the Borrower or threatening its existence or the forfeiture or any of its corporate rights;


(c)


annexed
hereto as Exhibit B is a true and correct copy of the Bylaws of the Borrower as in effect on the date of the attached Resolutions
and at all times thereafter through the date hereof;


(d)


annexed
hereto as Exhibit C is a true and correct copy of certain resolutions duly adopted by the Board of Directors of the Borrower at
a meeting of said Board of Directors duly called and held on ___________________, 2015, which resolutions are the only resolutions
adopted by the Board of Directors of the Borrower or any committee thereof relating to the Credit Agreement and the other Loan
Documents to which the Borrower is a party and the transactions contemplated therein and have not been revoked, amended, supplemented
or modified and are in full force and effect on the date hereof; and


(e)


each
of the persons named below is a duly elected and qualified officer of the Borrower holding the respective office set forth opposite
his or her name and the signature set forth opposite each such person’s name is his or her genuine signature:


	Name	Title	Specimen Signature
	
        [Include all officers who are

        signing the Credit Agreement

        or any other Loan Documents.]
	 	 


 


 




    	Exhibit (b)(iv) - 1



    	 



    

 


IN WITNESS WHEREOF,
I have hereunto signed my name this ___ day of ____________, 2015.


_________________________________, Secretary


I, [_______________________],
[____________________________] of the Borrower, do hereby certify that [______________________] has been duly elected, is duly
qualified and is currently serving as the [Assistant] Secretary of the Borrower, that the signature set forth above is [his/her]
genuine signature and that [he/she] has held such office at all times since [_________________].


IN WITNESS WHEREOF,
I have hereunto signed my name this ___ day of ___________, 2015.


	 	 	 
	 	Title:	 
	 	 	 




    	Exhibit (b)(iv) - 2



    	 



    

 


EXHIBIT 3.1(b)(vii)


FORM OF OFFICER’S CERTIFICATE


Reference is made
to the 2015 Credit Agreement dated as of January 30, 2015 (as amended and in effect on the date hereof, the “Credit
Agreement”), between the undersigned, as Borrower, and Wells Fargo Bank, N.A., as Lender. Terms defined in the Credit
Agreement are used herein with the same meanings. This Certificate is being delivered pursuant to Section 3.1(b)(vii) of the Credit
Agreement.


I, [________________________],
[_________________] of the Borrower, DO HEREBY CERTIFY that:


(a)


the
representations and warranties of the Borrower set forth in the Credit Agreement are true and correct on and as of the date hereof;
and


(b)


no
Default or Event of Default has occurred and is continuing at the date hereof; and


(c)


since
[the date], which is the date of the most recent financial statements described in section 5.1(a) of the Credit Agreement, there
has been no change which has had or could reasonably be expected to have a material adverse effect; and


(d)


no
consents, approvals, authorizations, registrations or filings are required to be made or obtained by or on behalf of the Borrower
or any of the Guarantors in connection with the Loans.


IN WITNESS WHEREOF,
I have hereunto signed my name this ___ day of January, 2015.


	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 




    	Exhibit (b)(vii) - 1



    	 



    

 


EXHIBIT 3.1(c)


Issued and Outstanding Letters of
Credit





 


 


 




    	Exhibit (c) - 1



    	 



    

 


EXHIBIT 7.1(j)


Unencumbered Commercial Properties


 


The following assets identified as the
“Mining Royalty Land” in Borrower’s public filings:


Alachua, Florida

Clayton, Georgia

Fayette, Georgia

Lake, Florida (two properties)

Lee, Florida

Monroe, Georgia

Muscogee, Georgia

Prince William, Virginia

Putnam, Florida (two properties)

Spalding, Georgia

Marion, Florida

Investment Property

Brooksville Joint Venture


 




    	Exhibit (j) - 1



    	 



    

 


Annex I


Captive Investment Policy Statement


The primary criteria for investments
shall be safety of principal and liquidity. Return on investment shall not take precedence over safety of principal.


1. Investments may be either in fixed
or floating rate instruments denominated in U. S. dollars.


2. Investments can include U.S. Treasury
Securities, U.S Government Agency securities, U.S. Agency mortgage-backed securities and collateralized mortgage obligations and
U.S. Corporate Bonds. Investments in certificates of deposit and time deposits in U.S. banks may also be made.


3. Investments will be made in various
issuers to ensure proper diversification.


4. The fixed income portfolio shall
be laddered to meet the cash flow needs of the program. Generally ten to twenty percent of the portfolio will be invested in securities
having maturities of two years or less from the date of purchase. For this purpose, floating rate certificates of deposit and notes,
irrespective of final maturity, are deemed to be mature on the next coupon-reset date. The portfolio will generally invest in securities
that mature in ten years or less from the date of purchase.


5. In order for the securities of an
issuer to qualify for investment of assets, they must have either a Moody’s, S&P or Fitch rating of “A-”
or better or such issues must be unconditionally guaranteed by a company or entity with a Moody’s, S&P or Fitch rating
of “A-” or better or, in the event of an issue not being subject to such a guarantee or rating, the equivalent as determined
by the investment manager.


National Interstate Insurance retains
the final right of approval for all investment transactions






    	Annex 1 - Page 1