<PAGE>   1

                                                                      Exhibit 10

================================================================================


                                  $200,000,000


                                CREDIT AGREEMENT


                           Dated as of March 31, 2000


                                      Among


                       FLORIDA EAST COAST INDUSTRIES, INC.
                                   as Borrower


                             The Banks Listed Herein


                                       and


                              BANK OF AMERICA, N.A.
                     as Administrative Agent for the Banks,
             and as Swingline Bank and Letter of Credit Issuing Bank


                            FIRST UNION NATIONAL BANK
                              as Syndication Agent

                                       and

                                  SUNTRUST BANK
                      as Documentation Agent for the Banks


================================================================================


                         BANC OF AMERICA SECURITIES LLC
                     as Sole Lead Arranger and Book Manager

<PAGE>   2

                                TABLE OF CONTENTS


<TABLE>
<S>      <C>                                                                    <C>

ARTICLE I LOANS..................................................................1

         SECTION 1.01.  Commitments..............................................1
         SECTION 1.02.  Method of Borrowing......................................2
         SECTION 1.03.  Notes; Principal Payments................................3
         SECTION 1.04.  Interest.................................................4
         SECTION 1.05.  Fees; Termination and Reduction of Commitments...........5
         SECTION 1.06.  Additional Interest; Alternate Rate of Interest;
                        Maximum Interest Rate....................................6
         SECTION 1.07.  Continuation and Conversion of Revolving Loans...........7
         SECTION 1.08.  Optional Prepayment of Loans.............................8
         SECTION 1.09.  Mandatory Payments.......................................9
         SECTION 1.10.  Manner of Payment........................................9
         SECTION 1.11.  Increased Cost and Reduced Return........................9
         SECTION 1.12.  Illegality..............................................11
         SECTION 1.13.  Indemnity for Eurodollar Loans..........................11
         SECTION 1.14.  Taxes...................................................11
         SECTION 1.15.  Bank's Duty to Mitigate.................................13
         SECTION 1.16.  Pro Rata Treatment......................................13
         SECTION 1.17.  Certain Notices.........................................14
         SECTION 1.18.  Extension of Commitment Termination Date................14
         SECTION 1.19.  Additional Provisions Relating to Swingline Loans.......16
         SECTION 1.20.  Additional Provisions Relating to Letters of Credit.....16

ARTICLE II COLLATERAL AND GUARANTIES............................................21

         SECTION 2.01.  Collateral..............................................21
         SECTION 2.02.  Guaranty................................................21
         SECTION 2.03.  Loan Documents..........................................21

ARTICLE III CONDITIONS OF LENDING...............................................21

         SECTION 3.01.  Initial Loans...........................................21
         SECTION 3.02.  All Loans...............................................22

ARTICLE IV REPRESENTATIONS AND WARRANTIES.......................................22

         SECTION 4.01.  Organization; Powers; Qualification.....................22
         SECTION 4.02.  Authorization; Enforceability...........................23
         SECTION 4.03.  Consents and Approvals..................................23
         SECTION 4.04.  Financial Statements....................................23
         SECTION 4.05.  No Material Adverse Change..............................25
</TABLE>

                                      (i)
<PAGE>   3

<TABLE>
<S>      <C>                                                                    <C>

         SECTION 4.06.  Borrower Group..........................................25
         SECTION 4.07.  Litigation..............................................25
         SECTION 4.08.  Tax Returns.............................................25
         SECTION 4.09.  Properties..............................................26
         SECTION 4.10.  Employee Benefit Plans..................................26
         SECTION 4.11.  Government Regulation...................................26
         SECTION 4.12.  Margin Stock............................................27
         SECTION 4.13.  SEC Filings.............................................27
         SECTION 4.14.  Necessary Rights........................................27
         SECTION 4.15.  Hazardous Wastes........................................27
         SECTION 4.16.  No Brokers or Finders...................................28
         SECTION 4.17.  No Default of Indebtedness; Solvency....................28
         SECTION 4.18.  Agreements..............................................28
         SECTION 4.19.  Compliance with Law.....................................28
         SECTION 4.20.  Labor Controversies.....................................29
         SECTION 4.21.  Year 2000...............................................29
         SECTION 4.22.  No Material Misstatements...............................29

ARTICLE V AFFIRMATIVE COVENANTS.................................................30

         SECTION 5.01.  Corporate Existence and Maintenance of Properties.......30
         SECTION 5.02.  Compliance with Laws....................................30
         SECTION 5.03.  Insurance...............................................33
         SECTION 5.04.  Obligations and Taxes...................................33
         SECTION 5.05.  Accounting Methods and Financial Records................33
         SECTION 5.06.  Financial Statements, Certificates and Reports..........34
         SECTION 5.07.  Access to Property and Records..........................36
         SECTION 5.08.  Notice of Default.......................................36
         SECTION 5.09.  Notice of Litigation and Other Actions..................36
         SECTION 5.10.  Notice of Strikes, Labor Controversies, etc.............36

ARTICLE VI NEGATIVE COVENANTS....................................................37

         SECTION 6.01.  Liens...................................................37
         SECTION 6.02.  Indebtedness............................................38
         SECTION 6.03.  Liquidation, Sale of Assets and Merger..................38
         SECTION 6.04.  Acquisitions and Investments............................39
         SECTION 6.05.  Guarantees..............................................40
         SECTION 6.06.  Sale and Leaseback, Rentals.............................40
         SECTION 6.07.  No Distributions or Management Fees.....................40
         SECTION 6.08.  Breach or Violation.....................................41
         SECTION 6.09.  Use of Proceeds.........................................41
         SECTION 6.10.  Transactions with Affiliates............................41
         SECTION 6.11.  Restrictive Covenants...................................41
         SECTION 6.12.  Issuance or Disposition of Capital Securities...........41
         SECTION 6.13.  ERISA Compliance........................................42
</TABLE>

                                      (ii)
<PAGE>   4

<TABLE>
<S>      <C>                                                                    <C>

         SECTION 6.14.  Future Group Members....................................42

ARTICLE VII FINANCIAL COVENANTS.................................................42

         SECTION 7.01.  Maximum Leverage Ratio..................................42
         SECTION 7.02.  Minimum Group Net Worth.................................42
         SECTION 7.03.  Minimum Fixed Charge Coverage Ratio.....................43

ARTICLE VIII EVENTS OF DEFAULT..................................................43

         SECTION 8.01.  Events of Default.......................................43
         SECTION 8.02.  Exercise of Remedies....................................45

ARTICLE IX THE AGENT............................................................46

         SECTION 9.01.  Appointment, Powers and Immunities......................46
         SECTION 9.02.  Reliance by Administrative Agent........................47
         SECTION 9.03.  Defaults................................................47
         SECTION 9.04.  Rights as Bank..........................................48
         SECTION 9.05.  Indemnification.........................................48
         SECTION 9.06.  Non-Reliance on Administrative Agent and Other Banks....48
         SECTION 9.07.  Resignation of Administrative Agent.....................49
         SECTION 9.08.  Benefit of Article IX...................................49
         SECTION 9.09.  Administrative Agent's Compensation.....................49

ARTICLE X MISCELLANEOUS.........................................................50

         SECTION 10.01.  Modification...........................................50
         SECTION 10.02.  Waiver.................................................50
         SECTION 10.03.  Expenses; Indemnification..............................50
         SECTION 10.04.  Notices................................................51
         SECTION 10.05.  Governing Law..........................................52
         SECTION 10.06.  Invalid Provisions.....................................53
         SECTION 10.07.  Nonliability of Banks..................................53
         SECTION 10.08.  Binding Effect and Assignability.......................53
         SECTION 10.09.  Entirety; Conflicts....................................54
         SECTION 10.10.  Headings, etc..........................................54
         SECTION 10.11.  Survival...............................................54
         SECTION 10.12.  Assignments and Participations.........................54
         SECTION 10.13.  No Third Party Beneficiary.............................56
         SECTION 10.14.  WAIVER OF JURY TRIAL...................................56
         SECTION 10.15.  Multiple Counterparts..................................56
         SECTION 10.16.  Disclosures............................................56
         SECTION 10.17.  Right of Setoffs; Adjustments..........................57
         SECTION 10.18.  Repayments in Bankruptcy...............................57
</TABLE>

                                     (iii)
<PAGE>   5

<TABLE>
<S>      <C>                                                                    <C>

ARTICLE XI DEFINITIONS..........................................................58

         SECTION 11.01.  Definitions............................................58
         SECTION 11.02.  Other Definitional Provisions..........................58
         SECTION 11.03.  Accounting Matters.....................................58


EXHIBIT A - DEFINITIONS........................................................A-1
EXHIBIT B-1- FORM OF REVOLVING NOTE............................................B-1
EXHIBIT B-2 - FORM OF SWINGLINE NOTE...........................................B-2
EXHIBIT C - FORM OF GUARANTY AGREEMENT.........................................C-1
EXHIBIT D - CONDITIONS TO INITIAL LOANS........................................D-1
EXHIBIT E - COMMITMENT TRANSFER SUPPLEMENT.....................................E-1
EXHIBIT F - FORM OF COMPLIANCE CERTIFICATE.....................................F-1
EXHIBIT G - FORM OF TRAFFIC SUMMARY............................................G-1
</TABLE>


                                      (iv)

<PAGE>   6

                                CREDIT AGREEMENT

         THIS CREDIT AGREEMENT dated as of March 31, 2000, among FLORIDA EAST
COAST INDUSTRIES, INC., a Florida corporation (the "Borrower"), the Banks set
forth on the signature page hereto (the "Banks"), BANK OF AMERICA, N.A., a
national banking association, as administrative agent for the Banks under this
Agreement (in such capacity, the "Administrative Agent") and as Swingline Bank
and Letter of Credit Issuing Bank, FIRST UNION NATIONAL BANK, a national banking
association, as syndication agent (in such capacity, the "Syndication Agent"),
and SUNTRUST BANK, as documentation agent for the Banks under this Agreement (in
such capacity, the "Documentation Agent") (unless otherwise indicated,
capitalized terms herein have the meanings set forth in Exhibit A hereto),
recites and provides as follows:

                                    RECITALS

         WHEREAS, the Borrower has requested that the Banks make Loans to the
Borrower in an aggregate principal amount of up to $200,000,000 to be utilized
by the Borrower and other Group Members (i) for working capital, capital
expenditures and other lawful corporate purposes, (ii) to finance certain
acquisitions and (iii) to finance capital stock repurchases subject to the
limits set forth herein; and

         WHEREAS, the Banks are willing to extend such credit on the terms and
subject to the conditions set forth herein.

         NOW THEREFORE, in consideration of the mutual promises set forth herein
and for other valuable consideration, the parties agree as follows:

                                   ARTICLE I

                                      LOANS

         SECTION 1.01.  Commitments.

         Subject to the terms and conditions and relying upon the
representations and warranties herein,

         (a) Revolving Credit Facility Commitment. Each Bank, severally and not
jointly, agrees to make revolving credit loans ("Revolving Loans") to the
Borrower, from time to time on or after the Closing Date and until the
Commitment Termination Date, in an aggregate principal amount at any time
outstanding not exceeding the amount of its Commitment, provided that the
aggregate principal amount of Revolving Loans at any one time outstanding (after
giving effect to the Loan requested) shall not exceed the aggregate Commitments
less the aggregate principal amount of Swingline Loans outstanding less the
aggregate stated amount of Letters of Credit outstanding. The Borrower may
borrow, repay and reborrow Revolving Loans on or after the Closing Date and
prior to the Commitment Termination Date, subject to the terms and conditions
herein.


<PAGE>   7

         (b) Swingline Commitment. The Swingline Bank agrees to make revolving
credit loans (the "Swingline Loans") to the Borrower, from time to time on or
after the Closing Date and until the Commitment Termination Date, provided that
(i) the aggregate principal amount of Swingline Loans at any time outstanding
shall not exceed Five Million Dollars ($5,000,000) and (ii) the aggregate
principal amount of Revolving Loans and Swingline Loans plus the aggregate
stated amount of Letters of Credit outstanding at any time shall not exceed the
aggregate Commitments. The Borrower may borrow, repay and reborrow Swingline
Loans on or after the Closing Date and prior to the Commitment Termination Date,
subject to the terms and conditions herein. Swingline Loans shall be subject to
the additional terms and conditions set forth in Section 1.19 below.

          (c) Letter of Credit Commitment. The Issuing Bank shall issue, until
the Commitment Termination Date, and the Banks shall participate in, such
standby and commercial Letters of Credit in U.S. Dollars as the Borrower may
request for its own account or for the account of other Group Members, in a form
acceptable to the Issuing Bank, for the purposes hereinafter set forth; provided
that (i) the aggregate stated amount of Letters of Credit outstanding shall not
exceed Five Million Dollars ($5,000,000) at any time and (ii) the aggregate
principal amount of Revolving Loans and Swingline Loans plus the aggregate
stated amount of Letters of Credit outstanding at any time shall not exceed the
aggregate Commitments. Letters of Credit issued hereunder shall not have an
original expiry date more than one year from the date of issuance or extension.
No Letter of Credit issued hereunder shall have an expiry date, whether as
originally issued or by extension, later than one week prior to the Commitment
Termination Date. Each Letter of Credit shall comply with the related LOC
Documents and such additional terms and conditions as the Issuing Bank may
reasonably require. The issuance date of each Letter of Credit shall be a
Business Day. Letters of Credit shall be subject to the additional terms and
conditions set forth in Section 1.20 below.

         (d) Purpose. The Borrower and other Group Members will utilize the
proceeds of the Loans (i) for working capital, capital expenditures and other
lawful corporate purposes, (ii) to finance acquisitions permitted by Section
6.04 hereof and (iii) to finance capital stock repurchases permitted by Section
6.07 hereof.

         SECTION 1.02.  Method of Borrowing.

         (a)  Revolving Loans.

         (i) Each Revolving Loan shall be either a Eurodollar Loan or a Base
Rate Loan as the Borrower may request subject to and in accordance with this
Section. Revolving Loans made by the Banks in any one borrowing shall be in a
minimum aggregate principal amount of $5,000,000 and in integral multiples of
$1,000,000 in excess thereof. Revolving Loans shall be made ratably by the Banks
in accordance with their respective Percentages; provided, however, that the
failure of any Bank to make its Loan shall not in itself relieve any other Bank
of its obligation to lend hereunder. Each Bank may, at its option, fulfill its
commitment with respect to any Eurodollar Loan by causing a foreign branch or
Affiliate of such Bank to make such Loan, provided that any exercise of such
option shall not affect the obligation of the Borrower to repay such Loan in



                                       2
<PAGE>   8

accordance with the terms of the applicable Revolving Note. Subject to the other
provisions of this Section and the provisions of Section 1.07, Loans of more
than one type may be outstanding at the same time.

         (ii) The Borrower shall give written notice as provided in Section 1.17
(or telephonic notice promptly confirmed in writing) to the Administrative Agent
of each requested borrowing of Revolving Loans. Upon receipt by the
Administrative Agent of notice from the Borrower pursuant to this paragraph, the
Administrative Agent shall promptly notify the Banks thereof. On the borrowing
date requested in such notice, each Bank shall make its ratable share
(determined by its Percentage) of the borrowing available to the Borrower at its
account maintained at the offices of the Administrative Agent no later than 2:00
p.m. Charlotte, North Carolina time, in federal or other immediately available
funds.

         (iii) Notwithstanding any provision in this Agreement to the contrary,
the Borrower shall not in any notice of borrowing under this Section 1.02(a)
request any Eurodollar Loan that would not be permitted if characterized as a
continuation or conversion pursuant to Section 1.07.

         (b) Swingline Loans. Each Swingline Loan shall be a Base Rate Loan.
Each Swingline Loan made by the Swingline Bank in any one borrowing shall be in
a minimum principal amount of $250,000, unless the Borrower has established and
maintains an "auto borrow" or similar arrangement with the Swingline Bank. The
Borrower shall give written notice as provided in Section 1.17 (or telephonic
notice promptly confirmed in writing) to the Swingline Bank (with a copy to the
Administrative Agent) of each requested borrowing of Swingline Loans. Each such
request for borrowing shall be irrevocable and shall specify (i) that a
Swingline Loan is requested, (ii) the date of the requested borrowing (which
shall be a Business Day), and (iii) the principal amount to be borrowed.
Notwithstanding the foregoing, in the event that the Borrower has established
and maintains an "auto borrow" or similar arrangement with the Swingline Bank,
the Borrower shall request Swingline Loans pursuant to such alternative notice
arrangements and minimum amounts, if any, provided thereunder.

         (c) Letters of Credit. The Borrower shall give written notice as
provided in Section 1.17 (or telephonic notice promptly confirmed in writing) to
the Issuing Bank (with a copy to the Administrative Agent) of each request for
issuance or extension of a Letter of Credit. Each such request shall be
irrevocable and shall specify, among other things, (i) that a Letter of Credit
issuance or extension is requested, (ii) the date of the requested issuance or
extension, (iii) the type, amount, expiry date and terms on which the Letter of
Credit is to be issued or extended, (iv) the form of the Letter of Credit
requested, and (v) the beneficiary of the Letter of Credit requested.

         SECTION 1.03.  Notes; Principal Payments.

         (a) The Revolving Loans made by each Bank and the Borrower's obligation
to repay the Revolving Loans with interest in accordance with the terms of this
Agreement shall be evidenced by this Agreement, the records of such Bank and the
Revolving Notes, duly executed on behalf of



                                       3
<PAGE>   9

the Borrower, dated the Closing Date, in substantially the form attached hereto
as Exhibit B-1, payable to the order of such Bank in a maximum principal amount
equal to its Commitment. Each Revolving Note shall bear interest from its date
on the outstanding principal balance thereof as set forth in Section 1.04.
Absent manifest error, the records of the Administrative Agent shall be prima
facie evidence of the Revolving Loans of each Bank and accrued interest thereon
and of all payments made in respect thereof.

         (b) The Swingline Loans made by the Swingline Bank and the Borrower's
obligation to repay the Swingline Loans with interest in accordance with the
terms of this Agreement shall be evidenced by this Agreement, the records of the
Swingline Bank and the Swingline Note, duly executed on behalf of the Borrower,
dated the Closing Date, in substantially the form attached hereto as Exhibit
B-2, payable to the order of the Swingline Bank in a maximum principal amount
equal to $5,000,000. The Swingline Note shall bear interest from its date on the
outstanding principal balance thereof as set forth in Section 1.04. Absent
manifest error, the records of the Administrative Agent shall be prima facie
evidence of the Swingline Loans and accrued interest thereon and of all payments
made in respect thereof.

         (c) If not sooner paid, the entire unpaid principal balance of the
Loans shall be due and payable on the Commitment Termination Date (as such date
may be extended pursuant to Section 1.18 hereof); provided, however, that each
Swingline Loan shall be payable on the earlier of (i) five (5) Business Days
after the date such Loan was extended to the Borrower, or (ii) the Commitment
Termination Date.

         SECTION 1.04.  Interest.

         (a) Base Rate Loans. Subject to the provisions of Section 1.06, each
Base Rate Loan and each other amount (other than principal on Loans) becoming
due hereunder shall bear interest at a rate per annum (computed on the basis of
the actual number of days elapsed over a year of 365/366 days) equal to the Base
Rate plus the Applicable Margin.

         (b) Eurodollar Loans. Subject to the provisions of Section 1.06, each
Eurodollar Loan shall bear interest at a rate per annum (computed on the basis
of the actual number of days elapsed over a year of 360 days) equal to the
Adjusted Eurodollar Rate plus the Applicable Margin. The Administrative Agent
shall determine the applicable Adjusted Eurodollar Rate for each such Loan as of
11:00 a.m., Charlotte, North Carolina time, or as soon as practicable
thereafter, on the date when such determination is to be made in respect of such
Interest Period and shall notify the Borrower and the Banks of the Adjusted
Eurodollar Rate so determined.

         (c) Swingline Loans. Subject to the provisions in Section 1.06, each
Swingline Loan shall bear interest at a rate per annum (computed on the basis of
the actual number of days elapsed over a year of 365/366 days) equal to the Base
Rate plus the Applicable Margin.



                                       4
<PAGE>   10

         (d) Interest Payment Date. Interest on each Loan shall be payable on
each applicable Interest Payment Date commencing with the first of such dates
after the date of such Loan, and on each Conversion Date and the Commitment
Termination Date.

         SECTION 1.05.  Fees; Termination and Reduction of Commitments.

         (a) Commitment Fee. In consideration of the Commitments hereunder, the
Borrower shall pay in immediately available funds to the Administrative Agent,
for the pro rata account of each Bank, on the last Business Day of each calendar
quarter, commencing with the first such date after the date hereof, and within
five (5) Business Days of the date of any reduction or termination of the
Commitments of the Banks hereunder, a commitment fee (hereinafter called the
"Commitment Fee") in an amount equal to the Applicable Commitment Fee Percentage
times the daily average amount of the unused portion of the Commitment during
the period or quarter then ending. The Commitment Fee shall commence to accrue
as of the date hereof, and shall cease to accrue on the Commitment Termination
Date. For purposes of calculating the Commitment Fee, Swingline Loans shall not
be considered outstanding for purposes of determining the unused portion of the
Commitment.

         (b) Utilization Fee. For each day on which the aggregate amount of all
outstanding Loans, including Swingline Loans, exceeds one-third of the amount of
the aggregate Commitments, the Borrower shall pay to the Administrative Agent,
for the pro rata account of each Bank, a utilization fee (the "Utilization Fee")
in an amount equal to the Applicable Utilization Fee Percentage times the amount
of all outstanding Loans, including Swingline Loans, on such day (computed on
the basis of the actual number of days over a year of 365/366 days). Such
Utilization Fees shall be payable in arrears on the last Business Day of each
calendar quarter, commencing with the first such date after the date hereof, and
within five (5) Business Days of the date of any reduction or termination of the
Commitments of the Banks hereunder.

         (c) Participation Fee. In consideration of the Commitments hereunder,
the Borrower shall pay to the Administrative Agent on the Closing Date for the
pro rata account of each Bank, a participation fee (the "Participation Fee") in
an amount equal to 0.15% of its Commitment. Such amount shall be deemed fully
earned when paid and shall not be subject to any reduction or refund for early
termination or payment of the facility.

         (d) Administrative Agent's Fees. The Borrower shall pay to the
Administrative Agent the additional fees in the amounts and on the dates agreed
to in the Administrative Agent's Fee Letter.

         (e)  Letter of Credit Fees.

                  (i) The Borrower shall pay to the Administrative Agent, for
the pro rata account of each Bank, Letter of Credit fees in an amount equal to
the rate per annum equal to the Applicable Margin on Eurodollar Loans times the
average daily aggregate stated amount of all Letters of Credit outstanding
during the term of this Agreement. Such fees shall be payable to the



                                       5
<PAGE>   11

Administrative Agent for the pro rata account of the Banks in arrears on the
last Business Day of each calendar quarter and shall be calculated according to
the average daily stated amount of Letters of Credit outstanding during such
quarter and shall be calculated based on a year of 360 days and the actual
number of days elapsed.

                  (ii) The Borrower agrees to pay to the Administrative Agent,
for the account of the Issuing Bank, the standard fees and charges of the
Issuing Bank for issuing, administering, amending, renewing, paying and
canceling letters of credit, as and when assessed, including, without
limitation, a fronting fee at a rate equal to 1/8 of 1% per annum based on the
aggregate stated amount of Letters of Credit issued by the Issuing Bank.

         (f) The Borrower may, by written notice to the Administrative Agent (as
provided in Section 1.17) irrevocably terminate in full, or from time to time
permanently reduce in part, the unutilized portion of the aggregate Commitments.
Each such voluntary partial reduction of the unutilized portion of the aggregate
Commitments shall only be permitted with respect to amounts in excess of any
outstanding Swingline Loans and the aggregate stated amount of Letters of Credit
outstanding and shall be in an aggregate principal amount of $5,000,000 and in
integral multiples of $1,000,000 in excess thereof.

         (g) Each reduction in the aggregate Commitments shall be made ratably
among the Banks in accordance with each Bank's Percentage. Once reduced, the
Commitments cannot be reinstated without the unanimous consent of the Banks.

         SECTION 1.06. Additional Interest; Alternate Rate of Interest; Maximum
Interest Rate.

         (a) Upon the occurrence and during the continuation of an Event of
Default, the outstanding principal balance of the Loans and all other amounts
becoming due hereunder, shall accrue interest at a rate per annum equal to 2%
above the rate that would otherwise be payable under Section 1.04.

         (b) If the Administrative Agent determines that by reason of
circumstances affecting the relevant market adequate and reasonable means do not
exist for ascertaining the Adjusted Eurodollar Rate, or if the Majority Banks
determine and notify the Administrative Agent that the rate at which such dollar
deposits are being offered will not adequately and fairly reflect the cost to
the Banks of making or maintaining the principal amount of such requested
Eurodollar Loan during such Interest Period, the Administrative Agent shall, as
soon as practicable thereafter, give written or telephonic notice of such
determination to the Borrower and the Banks. After such notice has been given
and until the circumstances giving rise to such notice no longer exist, each
request for a Eurodollar Loan or for conversion to or maintenance of a
Eurodollar Loan shall be deemed to be a request for a Base Rate Loan. Each
determination by the Administrative Agent and the Majority Banks hereunder shall
be conclusive.



                                       6
<PAGE>   12

         (c) Nothing contained in this Agreement or any Note shall require the
Borrower at any time to pay interest at a rate on any Loan exceeding the Maximum
Permitted Rate. If interest payable to any Bank on any Loan on any date would
exceed the maximum amount permitted by the Maximum Permitted Rate, such interest
payment shall automatically be reduced to such maximum permitted amounts, and,
to the extent lawful, the interest that would have been payable in respect of
such Loan but was not payable as a result of the operation of this Section shall
be cumulated and the interest payable to such Bank in respect of other Loans or
periods shall be increased (but not above the Maximum Permitted 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 such Bank.

         SECTION 1.07.  Continuation and Conversion of Revolving Loans.

         Subject to Sections 1.06(b), 1.11 and 1.12, the Borrower may, by
written notice to the Administrative Agent (as provided in Section 1.17) at any
time, continue any Eurodollar Loan or portion thereof into a subsequent Interest
Period and convert any Revolving Loan or portion thereof into a Revolving Loan
of a different type, subject in each case to the following:

         (a) no Default (except in the case of conversion to Base Rate Loans)
shall have occurred and be continuing at the time of such notice or such
continuation or conversion;

         (b) on and as of the date of such continuation or conversion, each
representation and warranty set forth in Article IV shall be true and correct in
all material respects, as determined by the Administrative Agent, it being
understood that the representations and warranties set forth in Sections 4.04
and 4.05 shall be deemed to apply to the most recent financial statements
furnished pursuant to the terms hereof by the Borrower to the Banks prior to
such Loan;

         (c) the notice given to the Administrative Agent by the Borrower shall
specify the Loans (identified by reference to the aggregate amount of such Loans
by all of the Banks) to be continued or converted;

         (d) such continuation or conversion shall be made pro rata among the
Banks in accordance with their respective Percentages;

         (e) in the case of a continuation or conversion of less than all
Revolving Loans, the aggregate principal amount continued or converted shall not
be less than $5,000,000 and in integral multiples of $1,000,000 in excess
thereof;

         (f) no Loan may be continued or converted to a Eurodollar Loan having
an Interest Period that would extend beyond the scheduled Commitment Termination
Date;

         (g) a Eurodollar Loan may be converted to another type of Loan only on
the last day of the current Interest Period;

         (h) the Conversion Date must be a Business Day with respect to the new
Loan;



                                       7
<PAGE>   13

         (i) no Loan (or portion thereof) may be converted to a Eurodollar Loan
if, after such conversion, and after giving effect to any prepayment of Loans,
an aggregate of more than five (5) separate Eurodollar Loans of any Bank would
be outstanding hereunder, it being understood that for such purposes Loans
having different Interest Periods, regardless of whether they commence or end on
the same date, shall be considered separate Loans;

         (j) each request for continuation of or conversion into a Eurodollar
Loan that fails to state an applicable Interest Period shall be deemed to be a
request for an Interest Period of one-month duration;

         (k) in the event that the Borrower fails to give notice to continue any
Eurodollar Loan into a subsequent Interest Period or convert any such Loan into
a Loan of another type, such Loan (unless repaid in full) shall automatically
become a Base Rate Loan at the expiration of the then current Interest Period;
and

         (l) each continuation or conversion shall be effected by each Bank as
if the proceeds of the new Loan were applied to payment of the Loan (or portion
thereof) being continued or converted, and accrued interest on the Loan (or
portion thereof) being continued or converted shall be paid by the Borrower on
and as of the Conversion Date.

         SECTION 1.08.  Optional Prepayment of Loans.

         (a) The Borrower shall have the right at any time and from time to time
to prepay any Base Rate Loan in whole or in part, without premium or penalty,
upon prior written notice to the Administrative Agent; provided, however, that
each such partial prepayment of Revolving Loans shall be in the principal amount
of at least $2,500,000 and in integral multiples of $500,000 in excess thereof.

         (b) The Borrower shall have the right to prepay any Eurodollar Loan, in
whole or in part, upon prior written notice to the Administrative Agent (as
provided in Section 1.17); provided, however, that each such partial prepayment
shall be in the principal amount of at least $5,000,000 and in integral
multiples of $1,000,000 in excess thereof. If the Borrower prepays any
Eurodollar Loan except on the last day of the Interest Period in effect for such
Loan, then the Borrower shall make the payments required by Section 1.13.
Otherwise, there shall be no prepayment premium or penalty.

         (c) Each notice of prepayment shall specify which Loan(s) is to be
prepaid, the prepayment date and the principal amount of each Loan to be
prepaid. All prepayments under this Section shall be accompanied by accrued
interest on the principal amount being prepaid to the date of prepayment.
Amounts of Loans prepaid pursuant to this Section prior to the Commitment
Termination Date shall be available to be reborrowed from the Banks hereunder in
accordance with the terms hereof.



                                       8
<PAGE>   14

         SECTION 1.09.  Mandatory Payments.

         The Borrower shall repay the Revolving Loans upon reduction of the
Commitments pursuant to Section 1.05 in an amount sufficient to reduce the
outstanding principal balance of the Revolving Loans to an amount not greater
than the aggregate reduced Commitments less the aggregate principal amount of
Swingline Loans outstanding less the aggregate stated amount of Letters of
Credit outstanding. All repayments under this Section shall be accompanied by
accrued interest on the principal amount being repaid to the date of repayment.

         SECTION 1.10.  Manner of Payment.

         (a) All principal, interest and other amounts to be paid by the
Borrower under this Agreement and the other Loan Documents shall be made to the
Administrative Agent, at its office in Charlotte, North Carolina at the address
provided herein, for the account of each Bank in Dollars and in federal or other
immediately available funds by 11:00 a.m., Charlotte, North Carolina time, on
the date on which such payment is due, in all cases without any deduction or
withholdings whatsoever, including any deduction or withholding for any setoff,
recoupment, counterclaim or tax. Interest in respect of any Loan hereunder shall
accrue from and including the date of such Loan to but excluding the date on
which such Loan is paid in full. If such payments are not received by the
Administrative Agent within five (5) Business Days after the due date thereof,
such payments may be deducted by the Banks in accordance with Section 10.17, it
being understood that the Banks' rights under Section 10.17 are in addition to
all other rights the Banks' may have hereunder (including the ability to call an
Event of Default pursuant to Section 8.01(a) immediately upon such non-payment).

         (b) Except with respect to payments of principal, interest and other
amounts on Swingline Loans and reimbursements for advances in respect of Letters
of Credit, all payments received by the Administrative Agent shall be remitted
to the Banks on the Business Day on which such payments are received or deemed
to be received by the Administrative Agent. With respect to payments of
principal, interest and other amounts on Swingline Loans and reimbursements for
advances in respect of Letters of Credit, all payments received by the
Administrative Agent shall be remitted to the Swingline Bank on the Business Day
on which such payments are received or deemed to be received by the
Administrative Agent.

         SECTION 1.11.  Increased Cost and Reduced Return.

         (a) If after the date hereof, the adoption of any applicable law, rule
or regulation, or any change in any applicable law, rule, or regulation, or any
change in the interpretation or administration thereof by any Governmental
Authority or compliance by any Bank (or its Applicable Lending Office) with any
request or directive (whether or not having the force of law) of any such
Governmental Authority:

         (i) shall subject such Bank (or its Applicable Lending Office) to any
Tax with respect to any Eurodollar Loans, its Note, or its obligation to make
Eurodollar Loans, or change the basis of



                                       9
<PAGE>   15

taxation of any amounts payable to such Bank (or its Applicable Lending Office)
under this Agreement or its Note in respect of any Eurodollar Loans (other than
taxes imposed on the overall net income of such Bank by the jurisdiction in
which such Bank has its principal office or such Applicable Lending Office);

         (ii) shall impose, modify or deem applicable any reserve, special
deposit, assessment, or similar requirement (other than the Reserve Requirement
utilized in the determination of the Adjusted Eurodollar Rate) relating to any
extensions of credit or other assets of, or any deposits with or other
liabilities or commitments of, such Bank (or its Applicable Lending Office),
including the Commitment of such Bank hereunder; or

         (iii) shall impose on such Bank (or its Applicable Lending Office) or
the London interbank market any other condition affecting this Agreement or its
Note or any of such extensions of credit or liabilities or commitments;

and the result of any of the foregoing is to increase the cost to such Bank (or
its Applicable Lending Office) of making, converting into, continuing, or
maintaining any Eurodollar Loans or to reduce any sum received or receivable by
such Bank (or its Applicable Lending Office) under this Agreement or its Note
with respect to any Eurodollar Loans, then the Borrower shall pay to such Bank
on demand such amount or amounts as will compensate such Bank for such increased
cost or reduction. If any Bank requests compensation by the Borrower under this
Section 1.11, the Borrower may, by notice to such Bank (with a copy to the
Administrative Agent), suspend the obligation of such Bank to make or continue
Loans of the type with respect to which such compensation is requested, or to
convert Loans of any other type into Loans of such type, until the event or
condition giving rise to such request ceases to be in effect (in which case the
provisions of Section 1.07 shall be applicable); provided that such suspension
shall not affect the right of the Bank to receive the compensation so requested.

         (b) If, after the date hereof, any Bank shall have determined that the
adoption of any applicable, law, rule, or regulation regarding capital adequacy
or any change therein or in the interpretation or administration thereof by any
Governmental Authority charged with the interpretation or administration
thereof, or any request or directive regarding capital adequacy (whether or not
having the force of law) of any such Governmental Authority, has or would have
the effect of reducing the rate of return on the capital of such Bank or any
corporation controlling such Bank as a consequence of such Bank's obligations
hereunder to a level below that which such Bank or corporation could have
achieved but for such adoption, change, request, or directive (taking into
consideration its policies with respect to capital adequacy), then from time to
time upon demand the Borrower shall pay to such Bank such additional amount or
amounts as will compensate such Bank for such reduction.

         (c) Any Bank claiming compensation under this Section 1.11 shall
furnish to the Borrower and the Administrative Agent a statement setting forth
the additional amount or amounts to be paid to it hereunder which shall be
conclusive in the absence of manifest error. In determining such amount, such
Bank may use any reasonable averaging and attribution methods.



                                       10
<PAGE>   16

         SECTION 1.12.  Illegality.

         Notwithstanding any provision in this Agreement to the contrary, if any
Regulatory Change shall make it unlawful for a Bank to make or maintain a
Eurodollar Loan or to give effect to its obligations as contemplated hereby with
respect to a Eurodollar Loan, then, by written notice to the Borrower and the
Administrative Agent, such Bank may:

         (a) declare that Eurodollar Loans will not thereafter be made by such
Bank hereunder, whereupon the Borrower shall be prohibited from requesting
Eurodollar Loans from such Bank hereunder unless such declaration is
subsequently withdrawn; and

         (b) to the extent that maintenance of any Eurodollar Loan has been made
unlawful, require that all outstanding Eurodollar Loans made by it be converted
to Base Rate Loans, whereupon all of such Eurodollar Loans shall be
automatically converted to Base Rate Loans upon receipt by the Borrower of such
notice and the Borrower shall make the payments, if any, required by Section
1.13.

         SECTION 1.13.  Indemnity for Eurodollar Loans.

         The Borrower shall reimburse each Bank on demand for any loss incurred
or to be incurred by it in the reemployment of the funds released by any
prepayment or conversion of any Eurodollar Loan required or permitted by any
other provision of this Agreement if such Loan is prepaid or converted other
than on the last day of the Interest Period for such Loan. Such loss shall be
the difference as determined by such Bank between (a) the amount that would have
been realized by such Bank for the remainder of such Interest Period for such
Loan and (b) any lesser amount that would be realized by such Bank in
reemploying such funds by purchasing on the date of prepayment or conversion a
U.S. Treasury security in the principal amount prepaid or converted that matures
on the last day of the Interest Period of the Loan being prepaid or converted.
Without duplication of the foregoing indemnity payments, the Borrower shall
indemnify each Bank against any actual loss or expense that such Bank may
sustain or incur as a consequence of any default in payment or prepayment of the
principal amount of any Loan or any part thereof or interest accrued thereon, as
and when due and payable (at the due date thereof, by notice of prepayment or
otherwise), or the occurrence of any Event of Default, including but not limited
to any loss or expense sustained or incurred in liquidating or employing
deposits from third parties acquired to effect or maintain such Loan or any part
thereof. Each Bank demanding indemnification under this Section 1.13 shall
provide to the Borrower a statement, signed by an officer of such Bank,
explaining the amount of any such loss or expense, which statement shall, in the
absence of manifest error, be conclusive with respect to the parties hereto.

         SECTION 1.14 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
Taxes; provided, that if the Borrower shall be required to deduct any Taxes from
such payments, then (i) the sum payable



                                       11
<PAGE>   17

shall be increased as necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section)
the Administrative Agent, any Bank, the Swingline Bank or the Issuing Bank (as
the case may be) 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.

         (b) The Borrower shall indemnify the Administrative Agent, each Bank,
the Swingline Bank and the Issuing Bank, within five (5) Business Days after
written demand therefor, for the full amount of any Taxes paid by the
Administrative Agent, such Bank, the Swingline Bank or the Issuing Bank, as the
case may be, on or with respect to any payment by or on account of any
obligation of the Borrower hereunder (including 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 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 a Bank, the Swingline Bank or the Issuing
Bank, or by the Administrative Agent on its own behalf or on behalf of a Bank,
the Swingline Bank or the Issuing Bank, shall be conclusive absent manifest
error.

         (c) As soon as practicable after any payment of Taxes by the Borrower
to a Governmental Authority, the Borrower shall deliver to the Administrative
Agent 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 Administrative
Agent.

         (d) Any Foreign Bank that is entitled to an exemption from or reduction
of withholding tax under the law of the jurisdiction in which the Borrower is
located, or any treaty to which such jurisdiction is a party, with respect to
payments under this Agreement shall deliver to the Borrower (with a copy to the
Administrative Agent), at the time or times prescribed by applicable law, such
properly completed and executed documentation prescribed by applicable law or
reasonably requested by the Borrower as will permit such payments to be made
without withholding or at a reduced rate. Without limiting the generality of the
foregoing, each Foreign Bank agrees that it will deliver to the Administrative
Agent and the Borrower (or in the case of a Participant, to the Bank from which
the related participation shall have been purchased) two (2) duly completed
copies of Internal Revenue Service Form 1001 or 4224, or any successor form
thereto, as the case may be, certifying in each case that such Foreign Bank is
entitled to receive payments made by the Borrower hereunder and under the Notes
payable to it, without deduction or withholding of any United States federal
income taxes and (ii) a duly completed Internal Revenue Service Form W-8 or W-9,
or any successor form thereto, as the case may be, to establish an exemption
from United State backup withholding tax. Each such Foreign Bank shall deliver
to the Borrower and the Administrative Agent such forms on or before the date
that it becomes a party to this Agreement (or in the case of a Participant, on
or before the date such Participant purchases the related participation). In
addition, each such Bank shall deliver such forms promptly upon the obsolescence
or invalidity of any form previously delivered by such



                                       12
<PAGE>   18

Bank. Each such Bank shall promptly notify the Borrower and the Administrative
Agent at any time that it determines that it is no longer in a position to
provide any previously delivered certificate to the Borrower (or any other form
of certification adopted by the U.S. taxing authorities for such purpose).

         SECTION 1.15.  Bank's Duty to Mitigate.

         (a) Each Bank agrees that, as promptly as practicable after it becomes
aware of an event or existence of a condition which would cause it to be
affected under Section 1.11 or 1.12, it will use all commercially reasonable
efforts to make, fund or maintain its Loans through a different Applicable
Lending Office, if as a result the effect of such event or condition on the
Borrower under Section 1.11 or 1.12 would be materially reduced and will not, in
the judgment of the Bank, be otherwise disadvantageous to it. If any Bank makes,
funds or maintains its Loans through a different Applicable Lending Office, it
shall, as between the Borrower and such Bank, be treated as if the Bank made the
Loan and the Borrower and the Bank continue to be debtor and creditor with
respect to such Loan. Such arrangement shall not affect the obligation of the
Borrower to repay such Loan in accordance with the terms of the applicable Note.

         (b) If any Bank requests compensation under Section 1.11, or if the
Borrower is required to pay any additional amount to any Bank or any
Governmental Authority on the account of any Bank pursuant to Section 1.14, then
the Borrower may, at its sole expense and effort, upon notice to such Bank and
the Administrative Agent, require such Bank to assign and delegate, without
recourse (in accordance with and subject to the restrictions set forth in
Section 10.12) all its interests, rights and obligations under this Agreement to
an assignee that shall assume such obligations (which assignee may be another
Bank); provided, that (i) such Bank shall have received payment of an amount
equal to the outstanding principal amount of all Loans owed to it, accrued
interest thereon, accrued fees and all other amounts payable to it hereunder,
from the assignee (in the case of such outstanding principal and accrued
interest) and from the Borrower (in the case of all other amounts) and (ii) in
the case of a claim for compensation under Section 1.11 or payments required to
be made pursuant to Section 1.14, such assignment will not result in a reduction
in such compensation or payments. A Bank shall not be required to make any such
assignment and delegation if , prior thereto, as a result of a waiver by such
Bank or otherwise, the circumstances entitling the Borrower to require such
assignment and delegation cease to apply.

         SECTION 1.16.  Pro Rata Treatment.

         Except with respect to Swingline Loans and except as otherwise provided
in Sections 1.11, 1.12, 1.13, 1.14, 1.19 and 1.20, all payments and prepayments
of principal and interest in respect of the Loans, all payments of Commitment
Fees, Participation Fees, Utilization Fees and all borrowings hereunder shall be
made pro rata among the Banks in accordance with their respective Percentages.



                                       13
<PAGE>   19

         SECTION 1.17.  Certain Notices.

         Notices by the Borrower to the Administrative Agent of any terminations
or reductions of the Commitments, of borrowings and prepayments of Loans, of the
type of Loans and of the duration of Interest Periods shall be irrevocable and
shall be effective only if received by the Administrative Agent not later than
11:00 a.m. Charlotte, North Carolina time on the number of Business Days prior
to the date of the relevant termination, reduction, borrowing, or prepayment or
the first day of such Interest Period specified below (it being understood that
notices received by the Administrative Agent after 11:00 a.m. Charlotte, North
Carolina time shall be considered timely received on the next Business Day):

                                                          NUMBER OF
                                                           BUSINESS
                              NOTICE                      DAYS PRIOR
                              ------                      ----------

               Termination or reduction of                    2
               Commitment

               Borrowing or prepayment of                     1
               Base Rate Loans

               Borrowing or prepayment of, or                 2
               notification of duration of
               Interest Period for, Eurodollar
               Loans

               Borrowing of Swingline Loans                   0

               Issuance of Letter of Credit                   3

Each such notice of termination or reduction shall specify the amount of the
Commitment to be terminated or reduced. Each such notice of borrowing or
prepayment shall specify the Loans to be borrowed or prepaid and the amount and
type of the Loans to be borrowed or prepaid and the date of borrowing or
prepayment (which shall be a Business Day). Each such notice of the duration of
an Interest Period shall specify the Loans to which such Interest Period is to
relate. In the event that the Borrower fails to select within the time period
and otherwise as provided in this Section 1.17 the type of Loan or the duration
of the Interest Period for any Eurodollar Loan, such Loan shall be automatically
converted into a Base Rate Loan on the last day of the then current Interest
Period for such Loan or will remain as, or will be made as, a Base Rate Loan.

         SECTION 1.18.  Extension of Commitment Termination Date.

         (a) The Borrower may request an extension of the initial Commitment
Termination Date, or if previously extended, the then-applicable Commitment
Termination Date, for an additional twelve (12) month period in the case of each
such extension by delivering an irrevocable written notice to the Administrative
Agent, accompanied by projections prepared by the Borrower with



                                       14
<PAGE>   20

respect to such extension period containing such information as may be
reasonably requested by the Administrative Agent (which notice, together with
such projections, shall promptly be forwarded by the Administrative Agent to the
Banks), not more than one hundred twenty (120) nor less than ninety (90) days
prior to the first and second anniversaries of the Closing Date (any such
request, an "Extension Request"). Upon receipt of such Extension Request, each
Bank shall respond to the Borrower and the Administrative Agent in writing no
later than sixty (60) days prior to such anniversary of the Closing Date, either
irrevocably consenting to such Extension Request or declining to extend such
Bank's Commitment. Any determination by any Bank to consent to an extension of
the Commitment Termination Date shall be in its sole and absolute discretion
and, subject to receipt by the Borrower and the Administrative Agent of such
consent, there shall be no obligation on the part of any Bank hereunder, whether
express or implied, to extend the Commitment Termination Date. Any Bank which
fails to respond by the date set forth above shall be deemed to have declined
the Extension Request. Upon receipt of the written consent to such Extension
Request by the Borrower and the Administrative Agent from Banks holding 100% of
the aggregate Commitments, the Administrative Agent shall notify the Borrower
and the Banks that the Commitment Termination Date has been extended for an
additional twelve (12) month period.

         (b) In the event any Bank shall fail to consent to an Extension Request
within the time provided in paragraph (a) above (each such Bank, a
"Non-Extending Bank"), the Borrower may obtain one or more other Banks or, with
the consent of the Administrative Agent, one or more other Purchasing Banks
willing to replace such Non-Extending Bank (each such Purchasing Bank, a
"Replacement Bank"); provided that any replacement must occur on or prior to the
anniversary of the Closing Date that precedes the then-effective Commitment
Termination Date by one year. Any Non-Extending Bank that is being replaced
shall assign its Loans and its Commitment hereunder to the applicable
Replacement Bank upon not less than five (5) days' prior written notice from the
Borrower in accordance with the assignment procedure set forth in Section 10.12
hereof; provided that the Borrower shall pay the administrative fee for such
assignment to the Administrative Agent specified in Section 10.12. Upon receipt
of duly executed Commitment Transfer Supplements with respect to the Commitments
and outstanding Loans of each Non-Extending Bank and the satisfaction of the
conditions set forth therein and in Section 10.12, the Administrative Agent
shall notify the Borrower and the Banks that the Commitment Termination Date has
been extended for an additional twelve (12) month period.

         (c) If the Borrower does not replace each Non-Extending Bank with one
or more Replacement Banks assuming all of the Loans and Commitments of such
Non-Extending Banks by the anniversary of the Closing Date that precedes the
then-Effective Commitment Termination Date by one year, the Commitment
Termination Date shall not be extended beyond its then-existing date unless the
Borrower, the Administrative Agent and each of the Banks (other than any
Non-Extending Banks) shall otherwise agree; provided that the Non-Extending
Banks shall not be bound by any such agreement.



                                       15
<PAGE>   21

         SECTION 1.19.  Additional Provisions Relating to Swingline Loans.

         The Swingline Bank may, at any time, in its sole discretion, by written
notice to the Borrower, the Administrative Agent and the Banks, demand repayment
of its Swingline Loans by way of a Revolving Loan advance, in which case the
Borrower shall be deemed to have requested a Base Rate Loan in the amount of
such Swingline Loans; provided, however, that any such demand shall be deemed to
have been given one (1) Business Day prior to the Commitment Termination Date
and on the date of the occurrence of any Event of Default described in Section
8.01 and upon acceleration of the indebtedness hereunder and the exercise of
remedies in accordance with the provisions of Section 8.02. Each Bank hereby
irrevocably agrees to make its advance of each such Revolving Loan in the
amount, in the manner and on the date specified in the preceding sentence
notwithstanding (i) the amount of such borrowing may not comply with the minimum
amount for advances of Revolving Loans otherwise required hereunder, (ii)
whether any conditions specified in Section 3.02 are then unsatisfied, (iii)
whether a Default or an Event of Default then exists, (iv) failure of any such
request or deemed request for a Base Rate Loan to be made by the time otherwise
required hereunder, (v) whether the date of such borrowing is a date on which
Base Rate Loans are otherwise permitted to be made hereunder or (vi) any
termination of the Commitments relating thereto immediately prior to or
contemporaneously with such borrowing. In the event that any Revolving Loan
cannot for any reason be made on the date otherwise required above (including,
without limitation, as a result of the commencement of a proceeding under the
Bankruptcy Code with respect to the Borrower or any other Group Member), then
each Bank hereby agrees that it shall forthwith purchase (as of the date such
borrowing could otherwise have occurred, but adjusted for any payments received
from the Borrower on or after such date and prior to such purchase) from the
Swingline Bank such participation interest in the outstanding Swingline Loans as
shall be necessary to cause each such Bank to share in such Swingline Loans
ratably based upon its Percentage, provided that (a) all interest payable on the
Swingline Loans shall be for the account of the Swingline Bank until the date as
of which the respective participation interest is funded and (b) at the time any
purchase of participation interests pursuant to this sentence is actually made,
the purchasing Bank shall be required to pay to the Swingline Bank, to the
extent not paid to the Swingline Bank by the Borrower in accordance with the
terms of Section 1.04, interest on the principal amount of participation
interests purchased for each day from and including the day upon which such
borrowing would otherwise have occurred to but excluding the date of payment for
such participation interests, at a per annum rate equal to the Federal Funds
Rate.

         SECTION 1.20.  Additional Provisions Relating to Letters of Credit.

          (a) Reports. The Issuing Bank will provide to the Administrative Agent
and the Borrower at least monthly, and more frequently upon request, a detailed
summary report on the Letters of Credit and the activity thereon, in form and
substance acceptable to the Administrative Agent. In addition, the Issuing Bank
will provide to the Administrative Agent and the Borrower for dissemination to
the Banks at least quarterly, and more frequently upon request, a detailed
summary report on the Letters of Credit and the activity thereon, including,
among other things,



                                       16
<PAGE>   22

the beneficiary, the face amount, and the expiry date. The Issuing Bank will
provide copies of the Letters of Credit to the Administrative Agent and the
Banks promptly upon request.

         (b) Participation. Each Bank, upon issuance of a Letter of Credit,
shall be deemed to have purchased without recourse a risk participation from the
Issuing Bank in such Letter of Credit and the obligations arising thereunder, in
each case in an amount equal to its pro rata share of the obligations under such
Letter of Credit (based on the respective Percentages of the Banks) and shall
absolutely, unconditionally and irrevocably assume, as primary obligor and not
as surety, and be obligated to pay to the Issuing Bank therefor and discharge
when due, its pro rata share of the obligations arising under such Letter of
Credit. Without limiting the scope and nature of each Bank's participation in
any Letter of Credit, to the extent that the Issuing Bank has not been
reimbursed as required hereunder or under any such Letter of Credit, each Bank
shall pay to the Issuing Bank its pro rata share of such unreimbursed drawing in
same day funds on the day of notification by the Issuing Bank of an unreimbursed
drawing pursuant to the provisions of subsection (d) hereof. The obligation of
each Bank to so reimburse the Issuing Bank shall be absolute and unconditional
and shall not be affected by the occurrence of a Default, an Event of Default or
any other occurrence or event. Any such reimbursement shall not relieve or
otherwise impair the obligation of the Borrower to reimburse the Issuing Bank
under any Letter of Credit, together with interest as provided herein.

         (c) Reimbursement. In the event of any drawing under any Letter of
Credit, the Issuing Bank will promptly notify the Borrower. Unless the Borrower
shall immediately notify the Issuing Bank that the Borrower intends to otherwise
reimburse the Issuing Bank for such drawing, the Borrower shall be deemed to
have requested that the Banks make a Revolving Loan in the amount of the drawing
as provided in subsection (d) hereof on the related Letter of Credit, the
proceeds of which will be used to satisfy the related reimbursement obligations.
The Borrower promises to reimburse the Issuing Bank on the day of drawing under
any Letter of Credit (either with the proceeds of a Revolving Loan obtained
hereunder or otherwise) in same day funds. If the Borrower shall fail to
reimburse the Issuing Bank as provided hereinabove, the unreimbursed amount of
such drawing shall bear interest at a per annum rate equal to the Base Rate plus
two percent (2%). The Borrower's reimbursement obligations hereunder shall be
absolute and unconditional under all circumstances irrespective of any rights of
setoff, counterclaim or defense to payment the Borrower may claim or have
against the Issuing Bank, the Administrative Agent, the Banks, the beneficiary
of the Letter of Credit drawn upon or any other Person, including without
limitation any defense based on any failure of the Borrower to receive
consideration or the legality, validity, regularity or unenforceability of the
Letter of Credit. The Issuing Bank will promptly notify the Administrative
Agent, who will in turn promptly notify the other Banks of the amount of any
unreimbursed drawing and each Bank shall promptly pay to the Administrative
Agent for the account of the Issuing Bank in U.S. Dollars and in immediately
available funds, the amount of such Bank's Percentage of such unreimbursed
drawing. Such payment shall be made on the day such notice is received by such
Bank from the Issuing Bank if such notice is received at or before 2:00 P.M.
Charlotte, North Carolina time otherwise such payment shall be made at or before
12:00 Noon Charlotte, North Carolina time on the Business Day next succeeding
the day such notice is received. If such Bank does not pay such amount to



                                       17
<PAGE>   23

the Issuing Bank in full upon such request, such Bank shall, on demand, pay to
the Administrative Agent for the account of the Issuing Bank interest on the
unpaid amount during the period from the date of such drawing until such Bank
pays such amount to the Issuing Bank in full at a rate per annum equal to, if
paid within two (2) Business Days of the date that such Bank is required to make
payments of such amount pursuant to the preceding sentence, the Federal Funds
Rate, and thereafter at a rate equal to the Base Rate. Each Bank's obligation to
make such payment to the Issuing Bank, and the right of the Issuing Bank to
receive the same, shall be absolute and unconditional, shall not be affected by
any circumstance whatsoever and without regard to the termination of this
Agreement or the Commitments hereunder, the existence of a Default or Event of
Default or the acceleration of the obligations of the Borrower hereunder and
shall be made without any offset, abatement, withholding or reduction
whatsoever. Simultaneously with the making of each such payment by a Bank to the
Issuing Bank, such Bank shall, automatically and without any further action on
the part of the Issuing Bank or such Bank, acquire a participation in an amount
equal to such payment (excluding the portion of such payment constituting
interest owing to the Issuing Bank) in the related unreimbursed drawing portion
of the LOC Obligation and in the interest thereon and in the related LOC
Documents, and shall have a claim against the Borrower with respect thereto.

         (d) Repayment with Revolving Loans. On any day on which the Borrower
shall have requested, or been deemed to have requested, a Revolving Loan to
reimburse a drawing under a Letter of Credit, the Administrative Agent shall
give notice to the Banks that a Revolving Loan has been requested or deemed
requested by the Borrower to be made in connection with a drawing under a Letter
of Credit, in which case a Revolving Loan comprised of Base Rate Loans shall be
immediately made to the Borrower by all Banks (notwithstanding any termination
of the Commitments pursuant to Section 8.02) pro rata based on the respective
Percentages of the Banks (determined before giving effect to any termination of
the Commitments pursuant to Section 8.02) and the proceeds thereof shall be made
directly to the Issuing Bank for application to the respective LOC Obligations.
Each such Bank hereby irrevocably agrees to make its pro rata share for each
such Revolving Loan immediately upon any such request or deemed request in the
amount, in the manner and on the date specified in the preceding sentence
notwithstanding (i) the amount of such borrowing may not comply with the minimum
amount for advances of Revolving Loans otherwise required hereunder, (ii)
whether any conditions specified in Section 3.02 are then satisfied, (iii)
whether a Default or an Event of Default then exists, (iv) failure for any such
request or deemed request for Revolving Loan to be made by the time otherwise
required hereunder, (v) whether the date of such borrowing is a date on which
Revolving Loans are otherwise permitted to be made hereunder or (vi) any
termination of the Commitments relating thereto immediately prior to or
contemporaneously with such borrowing. In the event that any Revolving Loan
cannot for any reason be made on the date otherwise required above (including,
without limitation, as a result of the commencement of a proceeding under the
Bankruptcy Code with respect to the Borrower), then each such Bank hereby agrees
that it shall forthwith purchase (as of the date such borrowing would otherwise
have occurred, but adjusted for any payments received from the Borrower on or
after such date and prior to such purchase) from the Issuing Bank such
participation in the outstanding LOC Obligations as shall be necessary



                                       18
<PAGE>   24

to cause each such Bank to share in such LOC Obligations ratably based upon the
respective Percentages of the Banks (determined before giving effect to any
termination of the Commitments pursuant to Section 8.02), provided that in the
event such payment is not made on the day of drawing, such Bank shall pay in
addition to the Issuing Bank interest on the amount of its unfunded
participation interest at a rate equal to, if paid within two (2) Business Days
of the date of drawing, the Federal Funds Rate, and thereafter at the Base Rate.

         (e) Renewal, Extension. The renewal or extension of any Letter of
Credit shall, for purposes hereof, be treated in all respects the same as the
issuance of a new Letter of Credit hereunder.

         (f) Uniform Customs and Practices. The Issuing Bank may have the
Letters of Credit be subject to The Uniform Customs and Practice for Documentary
Credits (the "UCP") or the International Standby Practices 1998 (the "ISP98"),
in either case as published as of the date of issue by the International Chamber
of Commerce, in which case the UCP or the ISP98, as applicable, may be
incorporated therein and deemed in all respects to be a part thereof.

         (g) Indemnification; Nature of Issuing Bank's Duties.

                  (i) In addition to its other obligations under this Section
         1.20, the Borrower hereby agrees to protect, indemnify, pay and save
         the Issuing Bank harmless from and against any and all claims, demands,
         liabilities, damages, losses, costs, charges and expenses (including
         reasonable attorneys' fees) that the Issuing Bank may incur or be
         subject to as a consequence, direct or indirect, of (A) the issuance of
         any Letter of Credit or (B) the failure of the Issuing Bank to honor a
         drawing under a Letter of Credit as a result of any act or omission,
         whether rightful or wrongful, of any present or future de jure or de
         facto government or governmental authority (all such acts or omissions,
         herein called "Government Acts").

                  (ii) As between the Borrower and the Issuing Bank, the
         Borrower shall assume all risks of the acts, omissions or misuse of any
         Letter of Credit by the beneficiary thereof. The Issuing Bank shall not
         be responsible: (A) for the form, validity, sufficiency, accuracy,
         genuineness or legal effect of any document submitted by any party in
         connection with the application for and issuance of any Letter of
         Credit, even if it should in fact prove to be in any or all respects
         invalid, insufficient, inaccurate, fraudulent or forged; (B) for the
         validity or sufficiency of any instrument transferring or assigning or
         purporting to transfer or assign any Letter of Credit or the rights or
         benefits thereunder or proceeds thereof, in whole or in part, that may
         prove to be invalid or ineffective for any reason; (C) for errors,
         omissions, interruptions or delays in transmission or delivery of any
         messages, by mail, cable, telegraph, telex or otherwise, whether or not
         they be in cipher; (D) for any loss or delay in the transmission or
         otherwise of any document required in order to make a drawing under a
         Letter of Credit or of the proceeds thereof; and (E) for any
         consequences arising from causes beyond the control of the Issuing
         Bank, including, without limitation,



                                       19
<PAGE>   25

         any Government Acts. None of the above shall affect, impair, or prevent
         the vesting of the Issuing Bank's rights or powers hereunder.

                  (iii) In furtherance and extension and not in limitation of
         the specific provisions hereinabove set forth, any action taken or
         omitted by the Issuing Bank, under or in connection with any Letter of
         Credit or the related certificates, if taken or omitted in good faith,
         shall not put such Issuing Bank under any resulting liability to the
         Borrower. It is the intention of the parties that this Agreement shall
         be construed and applied to protect and indemnify the Issuing Bank
         against any and all risks involved in the issuance of the Letters of
         Credit, all of which risks are hereby assumed by the Borrower,
         including, without limitation, any and all Government Acts. The Issuing
         Bank shall not, in any way, be liable for any failure by the Issuing
         Bank or anyone else to pay any drawing under any Letter of Credit as a
         result of any Government Acts or any other cause beyond the control of
         the Issuing Bank.

                  (iv) Nothing in this subsection (g) (except as provided in
         clause (v) below), is intended to limit the reimbursement obligations
         of the Borrower contained in subsection (d) above. The obligations of
         the Borrower under this subsection (g) shall survive the termination of
         this Agreement. No act or omission of any current or prior beneficiary
         of a Letter of Credit shall in any way affect or impair the rights of
         the Issuing Bank to enforce any right, power or benefit under this
         Agreement.

                  (v) Notwithstanding anything to the contrary contained in this
         subsection (g), the Borrower shall have no obligation to indemnify the
         Issuing Bank in respect of any liability incurred by the Issuing Bank
         (A) arising solely out of the negligence or willful misconduct of the
         Issuing Bank, as determined by a court of competent jurisdiction, or
         (B) caused by the Issuing Bank's failure to pay under any Letter of
         Credit after presentation to it of a request strictly complying with
         the terms and conditions of such Letter of Credit, as determined by a
         court of competent jurisdiction, unless such payment is prohibited by
         any law, regulation, court order or decree.

         (h) Responsibility of Issuing Bank. It is expressly understood and
agreed that the obligations of the Issuing Bank hereunder to the Banks are only
those expressly set forth in this Agreement and that the Issuing Bank shall be
entitled to assume the conditions precedent set forth in Section 3.02 have been
satisfied unless it shall have acquired actual knowledge that any such condition
precedent has not been satisfied; provided, however, that nothing set forth in
this Section 1.20 shall be deemed to prejudice the right of any Bank to recover
from the Issuing Bank any amounts made available by such Bank to the Issuing
Bank pursuant to this Section 1.20 in the event that it is determined by a court
of competent jurisdiction that the payment with respect to a Letter of Credit
constituted gross negligence or willful misconduct on the part of the Issuing
Bank.



                                       20
<PAGE>   26

         (j) Conflict with LOC Documents. In the event of any conflict between
this Agreement and any LOC Document (including any letter of credit
application), this Agreement shall control.

                                   ARTICLE II

                            COLLATERAL AND GUARANTIES

         SECTION 2.01. Collateral.

         The Borrower, the Administrative Agent and the Banks acknowledge and
agree that the Obligations are not secured by any collateral, but are subject to
a negative pledge pursuant to Section 6.01 below.

         SECTION 2.02.  Guaranty.

         Payment of the Obligations shall be unconditionally guaranteed, jointly
and severally, by each Group Member (other than the Borrower) pursuant to, and
as more specifically set forth in, a guaranty agreement substantially in the
form of Exhibit C hereto (the "Guaranty Agreement").

         SECTION 2.03.  Loan Documents.

         The Borrower agrees to execute and deliver, or cause to be executed and
delivered, all Loan Documents and other instruments, in form and substance
satisfactory to the Administrative Agent and its counsel, reasonably necessary
or desirable, in the opinion of such counsel, to evidence the Loans and the
guaranties thereof, at such time or times as the Administrative Agent requests.

                                   ARTICLE III

                              CONDITIONS OF LENDING

         SECTION 3.01.  Initial Loans.

         In addition to the conditions precedent in Section 3.02, the
obligations of the Banks to make initial Loans under this Agreement on or after
the Closing Date hereunder are subject to the following conditions precedent:

         (a) Satisfaction of each of the conditions set forth on Exhibit D
hereto, the satisfaction of which shall be determined by the Banks and the
Administrative Agent in their sole discretion.

         (b) All legal matters incident to this Agreement and the Loans shall be
reasonably satisfactory to Hunton & Williams, special counsel for the
Administrative Agent.



                                       21
<PAGE>   27

         SECTION 3.02.  All Loans.

         As conditions to each Loan to be made hereunder:

         (a) The Administrative Agent or Swingline Bank, as the case may be,
shall have received a notice of such Loan as required by Section 1.02.

         (b) On and as of the date of such Loan, both before and after giving
effect to such Loan and applying the proceeds thereof:

                  (i) each representation and warranty set forth in Article IV
shall be true and correct in all material respects, as determined by the
Administrative Agent, it being understood that the representations and
warranties set forth in Sections 4.04 and 4.05 shall be deemed to apply to the
most recent financial statements furnished pursuant to the terms hereof by the
Borrower to the Banks prior to such Loan and that the representations and
warranties shall be deemed to be updated by any disclosures made to the
Administrative Agent and the Banks after the Closing Date that the Majority
Banks have expressly consented to for purposes of this Section 3.02(b)(i); and

                  (ii) the Borrower shall be in compliance with all the terms
and provisions of this Agreement on its part to be observed or performed, and no
Default shall have occurred and be continuing.

         (c) Such Loan will not contravene any Legal Requirement applicable to
the Administrative Agent or any Bank.

The Borrower shall be deemed to make representations and warranties on the date
of each Loan as to the matters specified in paragraph (b) of this Section.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

         To induce the Administrative Agent and the Banks to enter into this
Agreement and to make Loans hereunder, the Borrower (as to itself and the other
Group Members) represents and warrants to the Administrative Agent and to each
of the Banks that:

         SECTION 4.01.  Organization; Powers; Qualification.

         The Borrower (a) is a corporation duly organized, validly existing and
in good standing under the laws of Florida, (b) has the power and authority to
own its properties and to carry on its businesses as now conducted, (c) is
qualified to do business in the jurisdictions indicated on Schedule 4.01, (d) is
not required to be qualified in any other jurisdiction where the failure to be
so qualified would have a Material Adverse Effect, and (e) has the power to
execute, deliver and



                                       22
<PAGE>   28

perform its obligations under this Agreement, to borrow hereunder and to execute
and deliver the Notes and the other Loan Documents and to perform its
obligations thereunder.

         SECTION 4.02.  Authorization; Enforceability.

         The execution, delivery and performance of this Agreement, the
borrowings hereunder, the execution, delivery and performance of the Notes and
the other Loan Documents and the transactions contemplated hereby and thereby
(a) have been duly authorized by all requisite action on the part of the
Borrower and the other Group Members and (b) will not (i) violate (A) any
provision of law, the Organizational Documents of the Borrower or any other
Group Member or (B) any applicable order of any Governmental Authority, (ii)
violate, conflict with, breach or constitute (with due notice or lapse of time
or both) a default under any indenture, agreement for borrowed money, bond,
note, instrument or other agreement to which the Borrower or any other Group
Member is a party or by which the Borrower or any other Group Member or any of
their respective property is bound or (iii) result in the creation or imposition
of any Lien of any nature whatsoever upon any property or assets of the Borrower
or any other Group Member. This Agreement has been duly executed and delivered
by the Borrower and constitutes, and the Notes and the other Loan Documents to
which the Borrower or any other Group Member is a party when executed and
delivered will constitute, legal, valid and binding obligations of the Borrower
and such Group Members, as applicable, enforceable against such parties in
accordance with their respective terms, except as may be limited by (a)
bankruptcy, insolvency, reorganization, moratorium and other similar laws
affecting the rights of creditors generally and (b) general principles of equity
(whether considered in a proceeding in at law or in equity).

         SECTION 4.03.  Consents and Approvals.

         No action, consent or approval of, or registration or filing with, or
any other action by the STB, the FRA, the Securities and Exchange Commission or
any other Governmental Authority or of stockholders is required to effect (a)
the execution, delivery and performance by the Borrower of this Agreement, the
borrowings hereunder or the execution, delivery and performance of the Notes or
any other Loan Document to which it is a party or (b) the execution, delivery
and performance by each Group Member of each Loan Document to which it is a
party.

         SECTION 4.04.  Financial Statements.

         (a) The Borrower has heretofore furnished the following financial
statements relating to the operations of the Consolidated Group prior to the
Closing Date to each of the Banks: (i) the audited consolidated balance sheet of
the Consolidated Group as of December 31, 1998, and the related consolidated
statements of income, retained earnings and cash flows of the Consolidated Group
for the fiscal year then ended, certified by KPMG LLP, independent public
accountants, (ii) the unaudited consolidating balance sheet of the Consolidated
Group as of December 31, 1998, and the related consolidating statements of
income, retained earnings and cash flows of the Consolidated Group for the
fiscal year then ended, duly certified by the chief financial officer of the
Borrower and (iii) the unaudited consolidated balance sheet of the Consolidated
Group as of



                                       23
<PAGE>   29

September 30, 1999, and the related statements of income, retained earnings and
cash flows of the Consolidated Group for the period then ended, duly certified
by the chief financial officer of the Borrower. Such financial statements fairly
present the consolidated and consolidating financial condition of the
Consolidated Group as of the dates thereof and the consolidated and
consolidating results of the operations of the Consolidated Group for the
periods covered thereby and are complete and correct in all material respects.
All such financial statements were prepared in accordance with Generally
Accepted Accounting Principles applied on a consistent basis (subject, in the
case of such interim statements, to the omission of footnotes and normal
year-end audit adjustments).

          (b) The Borrower has heretofore furnished the following pro forma
financial statements and projections relating to the operations of the Borrower
Group after the Closing Date to each of the Banks: (i) the pro forma balance
sheet of the Borrower Group dated as of December 31, 2000 and (ii) the pro forma
cash flow projections of the Borrower Group for the fiscal years ending in
December 2000 through December 2004, copies of which are attached to the
Certificate Regarding Solvency being delivered on the Closing Date. Such pro
forma balance sheet shows in all material respects the projected assets and
liabilities of and shareholders equity in the Borrower Group immediately upon
giving effect to the transactions contemplated by the EPIK Capitalization Plan
and the making of the initial Loans hereunder. Immediately after the
consummation of the transactions contemplated by the EPIK Capitalization Plan
and this Agreement, the fair market value of the properties and assets of the
Borrower Group will not, in the aggregate, be materially less than the amounts
reflected on such pro forma opening balance sheet. The pro forma cash flow
statements are a reasonable projection of the cash flows of the Borrower Group,
in each case after giving effect to the transactions contemplated by the EPIK
Capitalization Plan and this Agreement. Such pro forma balance sheet and pro
forma cash flow projections are based on information available to the Borrower,
which includes without limitation the financial information described in Section
4.04(a), historical financial statements and records of the Borrower, and the
assumptions described in the notes accompanying such pro forma financial
statements, all of which are reasonable.

         (c) The financial statements, if any, that the Borrower has most
recently delivered to each of the Banks pursuant to Section 5.06 (relating to
the operations and financial condition of the Consolidated Group and EPIK after
the Closing Date) fairly present the consolidated and consolidating financial
condition of the Consolidated Group and EPIK as of the dates thereof and the
consolidated and consolidating results of the operations of the Consolidated
Group and EPIK for the periods covered thereby and are complete and correct in
all material respects. All such financial statements were prepared in accordance
with Generally Accepted Accounting Principles applied on a consistent basis
(subject, in the case of such interim statements, to the omission of footnotes
and normal year-end audit adjustments).



                                       24
<PAGE>   30

         SECTION 4.05.  No Material Adverse Change.

         There has been no material adverse change in the business, assets,
liabilities (actual or contingent), operations, condition (financial or
otherwise) or prospects, results of operations or business prospects of the
Borrower Group taken as a whole or FECR since December 31, 1998.

         SECTION 4.06.  Borrower Group.

         (a) Set forth on Schedule 4.06 is a complete and accurate list of each
Group Member (other than the Borrower) on the date hereof, showing as to each
such Group Member, the jurisdiction of its organization, its type of entity, its
principal place of business, the nature of its primary business, its federal
employer identification number, and its ownership structure. All the outstanding
Capital Securities of each Group Member have been validly issued, are fully paid
and nonassessable and are owned free and clear of all Liens except Permitted
Liens. Each owner of Capital Securities indicated on Schedule 4.06 has the
unrestricted right to vote, and (subject to limitations imposed by applicable
law and this Agreement) to receive dividends and distributions on, such Capital
Securities.

         (b) Each Group Member (other than the Borrower) is (i) duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
organization and is the type of entity described in Schedule 4.06, (ii) has the
power and authority to own its properties and to carry on its businesses as now
conducted, (iii) is qualified to do business in every jurisdiction where such
qualification is necessary and failure to qualify would have a Material Adverse
Effect and (iv) has the power to execute, deliver and perform its obligations
and to execute and deliver the Loan Documents to which it is a party and to
perform its obligations thereunder.

         SECTION 4.07.  Litigation.

         Except as set forth in Schedule 4.07, as supplemented pursuant to
Section 5.09, there is no action, suit or proceeding at law or in equity or by
or before any court or Governmental Authority now pending or, to the knowledge
of the Borrower, threatened against or affecting the Borrower or any other Group
Member or any property or rights of the Borrower or any Group Member that, if
adversely determined (independently or collectively), could reasonably be
expected to have a Material Adverse Effect.

         SECTION 4.08.  Tax Returns.

         Except as set forth in Schedule 4.08, the Borrower and the other Group
Members have filed or caused to be filed all material federal, state and local
tax returns that are required to be filed and have paid or caused to be paid all
taxes as shown on such returns or on any assessment received by any of them to
the extent that such taxes have become due, except taxes the validity of which
is being contested in good faith by appropriate proceedings (including informal
dispute resolution with appropriate authorities) and with respect to which the
Borrower or such Group Member, as the case may be, has set aside adequate
reserves.



                                       25
<PAGE>   31

         SECTION 4.09.  Properties.

         Except as disclosed in Schedule 4.09, the Borrower has good and
marketable title (subject to Permitted Liens) (whether fee simple, leasehold,
easement, licenses or indefeasible rights to use, in the case of real property)
to all of the properties and assets reflected on the consolidated balance sheet
of the Consolidated Group dated December 31, 1998, referred to in Section 4.04,
except for such properties and assets as have been disposed of since such date
as no longer necessary in the conduct of its business or as have been disposed
of in the ordinary course of business. The Borrower and the other Group Members
have good and marketable title (whether fee simple, leasehold, easement,
licenses or indefeasible rights to use, in the case of real property) to all
their respective properties and assets and own all such properties and assets,
free and clear of any Liens except Permitted Liens.

         SECTION 4.10.  Employee Benefit Plans.

         Schedule 4.10 sets forth a true and complete list of each Plan that the
Borrower or any other Group Member maintains, or expects to maintain, or to
which the Borrower or any other Group Member is, or is expected to be, required
to make any contribution. The Borrower, the other Group Members and each Plan
are in compliance in all material respects with the applicable provisions of
law, including the applicable provisions of ERISA and the regulations and
published interpretations thereunder. No Reportable Event has occurred with
respect to any Plan administered by the Borrower or any other Group Member or
any administrator designated by the Borrower or any other Group Member. The
Borrower and each other Group Member have met their minimum funding requirements
under ERISA and the Internal Revenue Code with respect to all Plans and have not
incurred any material liability to the PBGC, any Multiemployer Plan or any
entity succeeding to any or all of their functions under ERISA in connection
with any such Plan. Except for the continued coverage requirements of the
Consolidated Omnibus Budget Reconciliation Act of 1985 and subsequent
legislation and as disclosed in Schedule 4.10, the Borrower and the other Group
Members are not obligated to provide medical benefits, hospitalization benefits
or benefits under any other employee welfare benefit plan (within the meaning of
Section 3(1) of ERISA) to any former employee or the spouse or dependent of any
former employee.

         SECTION 4.11.  Government Regulation.

         Neither the Borrower nor any other Group Member is subject to
regulation under the Public Utility Holding Company Act of 1935, the Federal
Power Act, or the Investment Company Act of 1940 (as any of such acts may be
amended) or any other law (other than Regulation X and as described in the
following sentence) that regulates the incurring by the Borrower or any other
Group Member of indebtedness. The Borrower and certain Group Members are subject
to regulation under Subtitle IV of Title 49 of the United States Code; however,
such act does not require any governmental action with respect to, or prohibit,
the Borrower's entering into this Agreement or the other Loan Documents, the
guaranty of the Obligations by the other Group Members or the acceptance or
repayment of the Loans in accordance with the terms hereof.



                                       26
<PAGE>   32

         SECTION 4.12.  Margin Stock.

         No proceeds of any Loan will be used for the purpose of purchasing or
carrying any Margin Stock or for the purpose of reducing or retiring any
indebtedness which was originally incurred to purchase or carry a Margin Stock
or for any other purpose which might constitute this transaction a "purpose
credit" within the meaning of Regulation U.

         SECTION 4.13.  SEC Filings.

         The Borrower has filed all reports and statements required to be filed
with the Securities and Exchange Commission. As of their respective dates, such
reports and statements complied with all rules and regulations promulgated by
the Securities and Exchange Commission and did not contain any untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.

         SECTION 4.14.  Necessary Rights.

         Each of the Borrower and the other Group Members possesses adequate
assets, licenses, patents, patent applications, copyrights, trademarks, service
marks, trademark applications, trade names, technology, processes and permits
and other governmental approvals and authorizations to conduct its business.
There are no existing or, to the knowledge of the Borrower, threatened claims of
any Person based on the use of such permits, patents, trademarks, trade names,
copyrights, technology and processes by the Borrower or any other Group Member
and to the knowledge of the Borrower, no such use infringes on the rights of any
Person which could reasonably be expected to have a Material Adverse Effect.

         SECTION 4.15.  Hazardous Wastes.

         Except as set forth in Schedule 4.15, all land owned, leased or used by
the Borrower or any other Group Member is free from reportable quantities of
Hazardous Wastes, and no portion of such land would subject any Borrower or
other Group Member to liability, in either case which could reasonably be
expected to have a Material Adverse Effect under federal, state or local law or
regulation because of the presence of stored, leaked or spilled Toxic Substances
or Hazardous Wastes, underground storage tanks, "asbestos" (as defined in 40
C.F.R. ss. 61.141) or the past or present accumulation, spillage or leakage of
any such substance, nor has the Borrower or any other Group Member arranged for
disposal or treatment (or arranged with a transporter for transport for disposal
or treatment) of any such substance to any other location except in compliance
in all material respects with Environmental Laws. Except with respect to
investigations and remediations relating to the matters set forth in Schedule
4.15, neither the Borrower nor any other Group Member has received any notice
from the Environmental Protection Agency or any other Governmental Authority
alleging that it is a "responsible party" which could reasonably be expected to
have a Material Adverse Effect.



                                       27
<PAGE>   33

         SECTION 4.16.  No Brokers or Finders.

         No broker or finder brought about or contributed to the obtaining,
making or closing of the Loans made pursuant to this Agreement, and the Borrower
has no obligation to any person in respect of any finder's or brokerage fees in
connection with the Loans contemplated by this Agreement except for the fees
payable to the Administrative Agent and the Banks hereunder and pursuant to the
Administrative Agent's Fee Letter.

         SECTION 4.17.  No Default of Indebtedness; Solvency.

         (a) Neither the Borrower nor any other Group Member is in default of
any Indebtedness in excess of $500,000 and no holder of any such Indebtedness
has given notice of an asserted default thereunder. Except as permitted under
Section 6.03, no liquidation, dissolution or other winding up of the Borrower or
any other Group Member and no bankruptcy or similar proceedings relative to them
or their property are pending or, to the knowledge of the Borrower, threatened
against them.

         (b) On the date hereof, each of the Borrower and the other Group
Members is, and after consummation of the transactions contemplated by this
Agreement and the Guaranty Agreements and after giving effect to all
Indebtedness incurred (assuming the entire Commitment is fully advanced on the
Closing Date) by the Borrower and the other Group Members in connection herewith
and therewith will be, Solvent.

         SECTION 4.18.  Agreements.

         Except as set forth in Schedule 4.18, neither the Borrower nor any
other Group Member is a party to any agreement or instrument or subject to any
provision in its Organizational Documents that could reasonably be expected to
have a Material Adverse Effect or conflict with or constitute a Default under
this Agreement or any other Loan Document. Neither the Borrower nor any other
Group Member is in default in the performance, observance or fulfillment of any
of the obligations, covenants or conditions contained in any agreement or
instrument to which it is a party in any manner that could reasonably be
expected to have a Material Adverse Effect.

         SECTION 4.19.  Compliance with Law.

         Each of the Borrower and the other Group Members has complied with all
applicable statutes, rules, regulations, orders and restrictions of any
Governmental Authority where the failure to comply could reasonably be expected
to have a Material Adverse Effect.

         SECTION 4.20.  Labor Controversies.

         Schedule 4.20 lists each of the collective bargaining agreements to
which any of the Borrower and the other Group Members is a party. Except to the
extent set forth in Schedule 4.20, as supplemented pursuant to Section 5.10,
each of the Borrower and the other Group Members (a) is in compliance with all
applicable laws respecting employment and employment



                                       28
<PAGE>   34

practices, terms and conditions of employment and wages and hours where the
failure to comply could reasonably be expected to have a Material Adverse
Effect, and is not engaged in any unfair labor practice that could reasonably be
expected to have a Material Adverse Effect, (b) is not the subject of any labor
strike, slowdown, stoppage or material dispute actually pending, threatened or
otherwise affecting it, and (c) is not the subject of or otherwise involved in
any grievance or any arbitration proceeding arising out of and under a
collective bargaining agreement that could reasonably be expected to have a
Material Adverse Effect.

         SECTION 4.21.  Year 2000.

         The Borrower and the other Group Members (i) have undertaken a detailed
review and assessment of all areas within their business and operations that
could be adversely affected by the "Year 2000 problem" (that is, the risk that
computer applications used by the Borrower and the other Group Members may be
unable to recognize and perform properly date sensitive functions involving
certain dates prior to and any date after December 31, 1999), (ii) have
developed a plan and time line for addressing any Year 2000 problem on a timely
basis, and (iii) have implemented such plan in accordance with such timetable.
All computer applications that are material to the business and operations of
the Borrower and the other Group Members are able to perform properly date
sensitive functions for all dates before and after January 1, 2000 (i.e., be
"Year 2000 compliant"). The Borrower and the Group Members have inquired of each
of their material suppliers, vendors and customers as to whether such Persons
are Year 2000 compliant and have taken appropriate remedial action with respect
to any of such Persons who are not so compliant. None of the Group Members and,
to the Borrower's knowledge none of their material suppliers, vendors and
customers, have any indication that they are not Year 2000 compliant. For
purposes hereof, "material suppliers, vendors and customers" refers to those
suppliers, vendors and customers of the Borrower and the Group Members, the
business failure of which could reasonably be expected to result in a Material
Adverse Effect.

         SECTION 4.22.  No Material Misstatements.

         All information, financial statements and documents furnished to the
Administrative Agent and the Banks in connection herewith are complete and
accurate in all material respects. No information, report, financial statement,
exhibit or schedule furnished by or on behalf of the Borrower to the
Administrative Agent or any Bank in connection with the negotiation, execution,
delivery or performance of this Agreement, any Note or any other Loan Document
hereunder, or any schedule hereto or thereto contains any material misstatement
of fact or omitted or omits to state any material fact necessary to make the
statements herein or therein not misleading. There is no event or fact that the
Borrower has not disclosed to the Banks that causes a Material Adverse Effect
or, so far as the Borrower can now foresee, is likely to cause a Material
Adverse Effect.



                                       29
<PAGE>   35

                                    ARTICLE V

                              AFFIRMATIVE COVENANTS

         The Borrower covenants and agrees with the Administrative Agent and the
Banks that until the Repayment Date, unless the Majority Banks otherwise consent
in writing, as follows:

         SECTION 5.01.  Corporate Existence and Maintenance of Properties.

         The Borrower shall, and shall cause each of the other Group Members to,
do or cause to be done all things necessary to preserve, maintain, renew and
keep in full force and effect its corporate existence (except as permitted under
Section 6.03), material rights, licenses, permits and franchises; conduct its
business in substantially the same manner as heretofore conducted; at all times
maintain and preserve all property used or useful in the conduct of its business
and keep the same in good repair, working order and condition (ordinary wear and
tear excepted), and from time to time make, or cause to be made, all necessary
and proper repairs, renewals and replacements thereto, so that the business
carried on in connection therewith may be properly conducted at all times.

         SECTION 5.02.  Compliance with Laws.

         The Borrower shall, and shall cause each of the other Group Members to,
do or cause to be done all things necessary to comply with all laws and
regulations applicable to it where the failure to comply could reasonably be
expected to have a Material Adverse Effect, including without limitation the
following:

         (a) STB and FRA Filings. The Borrower shall make, and shall cause each
of the other Group Members to make, on a timely basis, all filings, if any, it
is required to make with the STB and FRA.

         (b) ERISA. The Borrower shall comply, and shall cause each of the other
Group Members to comply, in all material respects with the applicable provisions
of ERISA and as soon as possible, and in any event within ten (10) days after
the Borrower knows or has reason to know that any of the events or conditions
specified below with respect to any Plan or Multiemployer Plan have occurred or
exist, the Borrower shall deliver to the Administrative Agent a statement signed
by the chief financial officer of the Borrower setting forth details describing
such event or condition and the action, if any, that the Borrower or its ERISA
Affiliate proposes to take with respect thereto (and a copy of any report or
notice required to be filed with or given to PBGC by the Borrower or an ERISA
Affiliate with respect to such event or condition):

                  (i) any Reportable Event, with respect to a Plan, as to which
         PBGC has not by regulation waived the requirement of Section 4043(a) of
         ERISA that it be notified within



                                       30
<PAGE>   36

         thirty (30) days of the occurrence of such event (provided that a
         failure to meet the minimum funding standard of Section 12 of the
         Internal Revenue Code or Section 302 of ERISA shall be a Reportable
         Event regardless of the issuance of any waivers in accordance with
         Section 412(d) of the Internal Revenue Code);

                  (ii) the filing under Section 4041 of ERISA of a notice of
         intent to terminate any Plan or the termination of any Plan;

                  (iii) the institution by PBGC of proceedings under Section
         4042 of ERISA for the termination of, or the appointment of a trustee
         to administer, any Plan, or the receipt by the Borrower or any ERISA
         Affiliate of a notice from a Multiemployer Plan that such action has
         been taken by PBGC with respect to such Multiemployer Plan;

                  (iv) the complete or partial withdrawal by the Borrower or any
         ERISA Affiliate under Section 4203 or 4205 of ERISA from a
         Multiemployer Plan, or receipt by the Borrower or any ERISA Affiliate
         of a notice from a Multiemployer Plan that it is in reorganization or
         insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends
         to terminate or has terminated under Section 4041A or ERISA;

                  (v) the institution of a proceeding by a fiduciary of any
         Multiemployer Plan against the Borrower or any ERISA Affiliate to
         enforce Section 515 of ERISA, which proceeding is not dismissed within
         thirty (30) days; and

                  (vi) the present value of liabilities of any Plan being
         materially greater than the fair market value of the Plan's assets.

         (c) Environmental Laws. The Borrower shall, and shall cause each of the
other Group Members to, comply in all material respects with all Environmental
Laws. In furtherance of such covenant, the Borrower agrees as follows:

                  (i) The Borrower shall not, and shall not permit any other
         Group Member or any subtenant, licensee, occupant or any other parties
         (collectively, the "Occupants") using any real estate owned, leased or
         used by the Borrower or any other Group Member (the "Property"), to
         conduct any activity at or near the Property, except for the operation
         of the Borrower's and the other Group Members' and Occupants' business
         in the ordinary course in compliance with Environmental Laws, which
         could lead to (A) the imposition of any liability on the Borrower or
         any other Group Member or other subsequent or former owner of the
         Property under any Environmental Laws which could reasonably be
         expected to have a Material Adverse Effect or (B) the creation of a
         lien on the Property under any Environmental Laws securing a liability
         of the type described in the preceding clause (A).

                  (ii) The Borrower shall, and shall cause each of the other
         Group Members and the Occupants to, obtain and maintain all licenses,
         permits, or other governmental or regulatory actions necessary to
         comply in all material respects with all Environmental



                                       31
<PAGE>   37

         Laws, including without limitation environmental event response
         capability relating to FECR's chemical traffic. Further, the Borrower
         shall (A) promptly notify the Administrative Agent and the Banks in the
         event of any discharge, release or spillage of Hazardous Wastes or
         Toxic Substances at the Property which could reasonably be expected to
         have a Material Adverse Effect and that has not previously been
         disclosed pursuant to Section 4.15 and (B) promptly forward to the
         Administrative Agent and the Banks copies of all orders, notices,
         permits, applications or other communications and reports in connection
         with any such discharge, release or spillage of Hazardous Wastes or
         Toxic Substances at or from the Property that has not previously been
         disclosed pursuant to Section 4.15 and shall give prompt written notice
         of any assertion of material liability by a third party, or of any
         condition or event which reasonably could be expected to give rise to a
         claim by such third party against the Administrative Agent or any Bank.

                  (iii) If at any time the Administrative Agent has reasonable
         cause to believe there are Hazardous Wastes or Toxic Substances upon
         the Property in quantities imposing material risks that have not
         previously been disclosed in writing to the Administrative Agent and
         the Banks, the Borrower shall, at the request of the Administrative
         Agent, promptly obtain at the Borrower's cost an environmental site
         assessment or environmental audit report from a firm acceptable to the
         Administrative Agent and the Banks, to assess with a reasonable degree
         of certainty (A) the presence of any Hazardous Wastes or Toxic
         Substances and (B) the cost in connection with the abatement, cleanup
         or removal of such. If the Borrower refuses or fails to comply with
         such request or such environmental site assessment or environmental
         audit report is not delivered to the Administrative Agent within 90
         days after the date of request, the Administrative Agent may obtain
         such environmental site assessment or environmental audit report at the
         Borrower's cost.

                  (iv) In the event any investigation, monitoring, cleanup,
         containment, restoration, removal or other remedial work (collectively
         "Remedial Work") of Hazardous Wastes or Toxic Substances at, on or
         under the Property is required of the Borrower or any other Group
         Member by a Governmental Authority under any Environmental Law, then
         the Borrower shall perform or cause to be performed the Remedial Work
         in compliance with applicable Environmental Laws.

                  (v) The Borrower acknowledges that the Administrative Agent
         and the Banks have entered into this Agreement and made the Loans in
         reliance upon the Borrower's representations and warranties in Section
         4.15 and its covenants in this Section 5.02(c). Accordingly, the
         Borrower hereby agrees that the Borrower shall be liable for all costs
         and expenses incurred by or asserted against the Administrative Agent
         or any Bank arising under violations of the terms of this Section
         5.02(c) or a breach of any representation or warranty contained in
         Section 4.15 of this Agreement. All of the representations and
         warranties contained in Section 4.15 and the Borrower's covenants under
         this Section 5.02(c) shall survive the Repayment Date.



                                       32
<PAGE>   38

                  (vi) Any amounts disbursed by the Administrative Agent
         pursuant to the provisions of this Section 5.02(c) shall be added to,
         and deemed a part of, the Obligations, and shall bear interest from the
         date of the disbursements thereof at the rates specified herein, and
         shall, together with the interest thereon, be payable by the Borrower
         on demand.

         (d) SEC Filings. The Borrower shall make, on a timely basis, all of the
filings it is required to make with any securities exchange or with the
Securities and Exchange Commission, including, but not limited to, annual,
quarterly and special reports (including 8-K, 10-K and 10-Q reports).

         SECTION 5.03.  Insurance.

         The Borrower shall maintain, and shall cause each of the other Group
Members to maintain, insurance with financially sound insurance companies or
associations, in such amounts and covering such risks as is usually carried by
companies engaged in the same or similar businesses and owning similar
properties in the same general areas in which the Borrower and each of the other
Group Members operates and furnish to the Administrative Agent, upon request,
full information (including certificates and originals or certified copies of
the policies) as to the insurance carried.

         SECTION 5.04.  Obligations and Taxes.

         The Borrower shall settle, and shall cause each of the other Group
Members to settle, all car hire and interline accounts in a timely and customary
manner. The Borrower shall pay, and shall cause each of the other Group Members
to pay, all of its Indebtedness and obligations in a timely and customary manner
and pay and discharge promptly all taxes, assessments and governmental charges
or levies imposed upon it or upon its income or profits or in respect of its
property, before the same shall become in default or delinquent, as the case may
be, as well as all lawful claims for labor, materials and supplies or otherwise
that, if unpaid, could reasonably be expected to become a Lien upon such
properties or any part thereof; provided, however, that neither the Borrower nor
any other Group Member shall be required to pay and discharge or to cause to be
paid and discharged any such tax, assessment, charge, levy or claim so long as
the validity or amount thereof is contested in good faith by appropriate
proceedings (including informal dispute resolution with appropriate authorities)
and the Borrower or such other Group Member, as the case may be, sets aside
adequate reserves therefor.

         SECTION 5.05.  Accounting Methods and Financial Records.

         The Borrower shall maintain, and shall cause each other Group Member to
maintain, a system of accounting and financial records in accordance with
Generally Accepted Accounting Principles, and keep such books, records and
accounts (which shall be true and complete), as may be required or necessary to
permit (a) the preparation of financial statements required to be delivered
pursuant to Section 5.06 and (b) the determination of the Borrower's compliance
with



                                       33
<PAGE>   39

the terms of this Agreement. All financial reports and projections furnished by
the Borrower to the Administrative Agent and the Banks pursuant to this
Agreement shall be prepared in such form and such detail as shall be reasonably
satisfactory to the Administrative Agent and the Banks, shall be prepared in
accordance with Generally Accepted Accounting Principles consistently applied.

         SECTION 5.06.  Financial Statements, Certificates and Reports.

         The Borrower shall furnish to the Administrative Agent and the Banks:

         (a) Quarterly Financial Statements. As soon as available, and in any
event within forty-five (45) days after the end of each fiscal quarter, copies
of consolidated and consolidating balance sheets of the Consolidated Group as of
the end of such quarter and copies of the related statements of earnings and
cash flows of the Consolidated Group for such quarter and for the portion of
Borrower's fiscal year ending with such quarter, setting forth in comparative
form the figures for the corresponding period of the preceding fiscal year, all
in reasonable detail, and certified by the chief financial officer of the
Borrower as being true, correct and complete in all material respects and being
prepared in accordance with Generally Accepted Accounting Principles, subject to
normal year-end audit adjustments and the omission of footnotes;

         (b) Annual Statements. As soon as available and in any event (i) within
ninety (90) days after the close of each fiscal year of the Borrower, copies of
the consolidated and consolidating balance sheets of the Consolidated Group as
of the close of such fiscal year and consolidated and consolidating statements
of earnings and cash flows of the Consolidated Group for such fiscal year and
(ii) within one hundred twenty (120) days after the close of each fiscal year of
the Borrower a balance sheet of EPIK as of the close of such fiscal year and
statements of earnings and cash flows of EPIK for such fiscal year, in each case
in the preceding clauses (i) and (ii) setting forth in comparative form the
figures for the preceding fiscal year, all in reasonable detail and accompanied
by an unqualified opinion thereon of KPMG LLP, or any successor accounting firm
or any other independent public accountants selected by the Borrower and
satisfactory to the Banks, to the effect that such consolidated financial
statements of the Consolidated Group and financial statements of EPIK have been
prepared in accordance with Generally Accepted Accounting Principles
consistently maintained and applied (except for changes in accounting principles
required by the Financial Accounting Standards Board or American Institute of
Certified Public Accountants as disclosed therein) and that the examination of
such accounts in connection with such financial statements has been made in
accordance with generally accepted auditing standards and, accordingly, includes
such tests of the accounting records and such other auditing procedures as were
considered necessary in the circumstances;

         (c) Annual Budget. As soon as available and in any event within thirty
(30) days after adoption or approval by the Borrower's board of directors,
copies of the annual budget for the Borrower Group.



                                       34
<PAGE>   40

         (d) SEC Filings. Promptly upon the filing thereof or otherwise becoming
available, copies of all financial statements, annual, quarterly and special
reports (including, without limitation, Borrower's 8-K, 10-K, and 10-Q reports),
proxy statements and notices sent or made available generally by Borrower to its
public security holders, of all regular and periodic reports and all
registration statements and prospectuses, if any, filed by Borrower with any
securities exchange or with the Securities and Exchange Commission, and of all
press releases and other statements made available generally to the public
containing material developments in the business or financial condition of
Borrower and the other Group Members;

         (e) Audit Reports. Promptly upon receipt thereof, copies of material
financial statements of, and material reports submitted by, independent public
accountants to Borrower in connection with each annual, interim, or special
audit of Borrower's financial statements, including without limitation, the
comment letter submitted by such accountants to management in connection with
their annual audit;

         (f) Accountants Certificates. Within the period provided in paragraph
(b) above, a certificate of the accountants who render an opinion with respect
to such financial statements (i) stating that they have reviewed the Compliance
Certificate prepared by the Borrower setting forth the Borrower's calculation of
the covenants set forth in Article VII of this Agreement based on such financial
statements and that such calculations are reasonable and (ii) stating that, in
making the examination necessary for their report on such financial statements,
nothing came to their attention that caused them to believe that, as of the date
of such financial statements, the Company failed to comply with the terms,
covenants, provisions or conditions of this Agreement insofar as they relate to
accounting matters or, if such is not the case, specifying any Default and its
nature, when it occurred and whether it is continuing;

         (g) Compliance Certificate. As soon as available, and in any event
within forty-five (45) days after the end of each fiscal quarter of each fiscal
year and within ninety (90) days after the end of the fourth quarter of each
fiscal year of the Borrower hereafter, a Compliance Certificate;

         (h) Traffic Summaries. As soon as available, and in any event within
ninety (90) days after the end of each fiscal year of the Borrower hereafter, an
annual Traffic Summary;

         (i) STB and FRA Filings. As soon as available and in any event within
ten (10) days after the filing thereof, copies of all material filings and
reports filed by the Borrower or any other Group Member with the STB and the
FRA, excluding routine filings and reports in the ordinary course of business;

         (j) Notices of Discrepancies. Immediately after Borrower's discovery
thereof, written notice of any inaccuracy or incorrect statement contained in
any of the foregoing that is material or that changes any of the financial
calculations under this Agreement, including a statement containing the correct
information required; and



                                       35
<PAGE>   41

         (k) Other Information. Such other information concerning the business,
properties or financial condition of the Borrower and the other Group Members as
the Administrative Agent or any Bank may reasonably request.

         SECTION 5.07.  Access to Property and Records.

         The Borrower shall permit, and shall cause each other Group Member to
permit, representatives of the Administrative Agent and the Banks to have
reasonable access to the financial records and the premises of the Borrower and
each other Group Member at reasonable times and to make copies of such records
and, upon request of the Administrative Agent, to provide the Administrative
Agent and the Banks with copies of all material contracts and agreements with
other rail carriers and/or shippers and all agreements between and among the
Borrower and affiliates, including material management agreements, marketing
agreements, transportation agreements and tax sharing agreements.

         SECTION 5.08.  Notice of Default.

         The Borrower shall give the Administrative Agent and each Bank prompt
written notice of any Default, which shall indicate the Borrower's evaluation
thereof and its plans, if any, for the cure thereof.

         SECTION 5.09.  Notice of Litigation and Other Actions.

         The Borrower shall deliver or cause to be delivered to the
Administrative Agent and each Bank, promptly after learning of the occurrence
thereof, (a) notice of the institution of or threat of, any action, suit,
proceeding, governmental investigation (including actions by the STB, the FRA
and the Securities and Exchange Commission) or arbitration against or affecting
the Borrower or any other Group Member not previously disclosed to the
Administrative Agent and the Banks pursuant to Section 4.07 or this Section
5.09, that could reasonably be expected to have a Material Adverse Effect and
(b) a description of any material development in any action, suit, proceeding,
governmental investigation or arbitration already disclosed hereunder.

         SECTION 5.10.  Notice of Strikes, Labor Controversies, etc..

         The Borrower shall deliver or cause to be delivered to the
Administrative Agent and each Bank, promptly after learning of the occurrence of
any event described in Section 4.20 that has not previously been disclosed in
writing to the Administrative Agent and the Banks, (a) notice of such event, (b)
the Borrower's assessment of the effect such event is likely to have on the
financial condition of the Borrower and the other Group Members during the
following sixty days, (c) the Borrower's general plan for minimizing the adverse
effects of such event and (d) a description of any material development in any
such event.



                                       36
<PAGE>   42

                                   ARTICLE VI

                               NEGATIVE COVENANTS

         The Borrower covenants and agrees with the Administrative Agent and the
Banks, until the Repayment Date, unless the Majority Banks otherwise consent in
writing, as follows:

         SECTION 6.01.  Liens.

         The Borrower shall not, and shall not cause, permit or suffer any other
Group Member, directly or indirectly, to create, incur, assume or suffer to
exist any Lien upon or with respect to any of its assets or properties, now
owned or hereafter acquired, or assign or otherwise convey any right to receive
income; provided that the foregoing restrictions shall not apply to Liens:

         (a) for taxes, assessments or governmental charges or levies on its
property if they (i) are not delinquent at the time or (ii) thereafter can be
paid without penalty and are being contested in good faith and by appropriate
proceedings (including informal dispute resolution with appropriate authorities)
and with respect to which it has set aside adequate reserves in accordance with
Generally Accepted Accounting Principles;

         (b) imposed by law, such as carriers', warehousemen's and mechanics'
liens and other similar liens, that arise in the ordinary course of business
with respect to obligations not yet due or being contested in good faith and by
appropriate proceedings (including informal dispute resolution with appropriate
authorities) and with respect to which it has set aside adequate reserves in
accordance with Generally Accepted Accounting Principles;

         (c) arising in the ordinary course of business out of pledges or
deposits under workmen's compensation laws, unemployment insurance, pensions, or
other social security or retirement benefits, or similar legislation;

         (d) incidental to the conduct of its business or the ownership of its
property and assets (such as easements, zoning restrictions, trackage rights,
interchange agreements, crossing agreements, leases, licenses, and restrictive
covenants) not incurred in connection with the borrowing of money or the
obtaining of advances or credit, and which do not in the aggregate materially
detract from the value of its property or assets or materially impair the use
thereof in the operation of its business;

         (e) arising out of pledges or deposits to secure performance in
connection with bids, tenders, contracts (other than contracts for the payment
of money) or leases (other than Capital Leases) to which the Borrower or any
other Group Member is a party in the ordinary course of business;

         (f) in respect of property acquired or constructed by it after the date
hereof (including, without limitation, property of Subsidiaries acquired after
the date hereof, which Liens (including



                                       37
<PAGE>   43

Capitalized Lease Obligations) exist or are created at the time of acquisition
or completion of construction of such property or within thirty (30) days
thereafter, to secure Indebtedness assumed or incurred to finance all or any
part of the purchase price or cost of construction of such property, but any
such Liens shall cover only the property so acquired or constructed and the
aggregate amount secured by such Liens shall not exceed $10,000,000 at any time
outstanding; and

         (g) in respect of property securing non-recourse Indebtedness of GCC,
but any such Liens shall cover only the property of the project to which such
non-recourse Indebtedness relates and the aggregate amount secured by such Liens
shall not exceed $200,000,000 at any time outstanding.

         SECTION 6.02.  Indebtedness.

         The Borrower shall not, and shall not cause, permit or suffer any other
Group Member, directly or indirectly, to create, incur, assume or suffer to
exist any Indebtedness, except (a) Indebtedness hereunder and under the Loan
Documents in respect of the Notes, (b) Indebtedness between and among Group
Members, (c) equipment acquisition financing, the aggregate amount of which
shall not exceed $10,000,000 and (d) with respect to GCC, non-recourse
Indebtedness, the aggregate amount of which shall not exceed $200,000,000.

         SECTION 6.03.  Liquidation, Sale of Assets and Merger.

         (a) Except as otherwise provided herein, the Borrower shall not, and
shall not cause, permit or suffer any other Group Member to, (i) sell, lease,
transfer or otherwise dispose of any portion of its properties and assets to any
Person (other than in the ordinary course of business) or (ii) liquidate or
discontinue its business; provided, however, that (w) any Group Member (other
than the Borrower) may sell, lease or transfer all or substantially all of its
assets to the Borrower or another Group Member and the Borrower may acquire (for
an amount not exceeding the fair value thereof) all or substantially all of the
properties and assets of the other Group Member so to be sold, leased or
transferred to it, if immediately before and after giving effect to such sale,
lease or transfer, no Default shall have occurred and be continuing, (x) any
Group Member may sell assets that are obsolete or no longer used or useful in
its business, (y) the Borrower may make transfers to EPIK in connection with the
EPIK Capitalization Plan; provided that the fair value of any assets or
properties transferred by the Borrower or any other Group Member to EPIK in
connection with the EPIK Capitalization Plan shall not exceed $75,000,000 in the
aggregate and the book value of such assets or properties shall not exceed
$15,000,000 in the aggregate and (z) any Group Member may sell other assets,
provided that (A) immediately prior to such sale, no Default shall have occurred
and be continuing, (B) immediately after giving effect to such sale, no Default
shall have occurred or be continuing, and (C) the aggregate fair value of all
such other assets sold during any fiscal year shall not exceed $10,000,000.

         (b) The Borrower shall not, and shall not cause, permit or suffer any
other Group Member to, merge or consolidate with or into any other Person or,
subject to Section 6.04(a)



                                       38
<PAGE>   44

below, acquire all or substantially all the equity securities, properties or
assets of any other Person, except that (i) any Group Member (other than the
Borrower) may be merged into, or consolidated with, the Borrower or another
Group Member, if immediately before and after giving effect to such sale, lease
or transfer, no Default shall have occurred and be continuing and (ii) St. Joe
merger subsidiary may merge with and into the Borrower pursuant to the St. Joe
Recapitalization Agreement.

         SECTION 6.04.  Acquisitions and Investments.

         (a) The Borrower shall not, and shall not cause, permit or suffer any
other Group Member to, directly or indirectly, make any Acquisition or enter
into any agreement to make any Acquisition for consideration consisting of cash
or cash equivalents, common stock of the Borrower (valued at the market value
thereof as of the date of issuance thereof), other securities or properties of
the Borrower or any other Group Member (valued in good faith by the board of
directors of the Borrower), the assumption of any debt (valued at the principal
amount thereof), any other consideration (valued in good faith by the board of
directors of the Borrower) or any combination of the foregoing; except that the
Borrower or any other Group Member may make Acquisitions provided that (i)
immediately prior to such Acquisition, no Default shall have occurred and be
continuing, (ii) immediately after giving effect to such Acquisition, no Default
shall have occurred or be continuing, and (iii) the aggregate value of all
consideration for all Acquisitions made during any fiscal year shall not exceed
$50,000,000.

         (b) The Borrower shall not, and shall not cause, permit or suffer any
other Group Member to, make or commit to make any advance, loan, extension of
credit or capital contribution to, or purchase of any stock, bonds, notes,
debentures or other securities of, or make any other investment (by way of
guarantee or otherwise) in any Person other than (i) investments in obligations
of, and obligations of third parties that are fully guaranteed as to principal
and interest by, the United States of America; or (ii) investments in commercial
paper issued by any Person having at least an A2 credit rating from the
publication services of Standard & Poor's Credit Corp. ("S&P"), or P2 by Moody's
Investor Services, Inc. ("Moody's"), or similar ratings provided by successor
rating agencies; or (iii) demand deposits maintained in the ordinary course of
the Borrower's business or that of any of the other Group Members; or (iv)
repurchase agreements collateralized by the investments referred to in (i) or
(ii) above; or (v) certificates of deposit, master notes, bankers' acceptances,
or Eurodollar time deposits issued by commercial banks or trust companies having
capital and surplus in excess of $100,000,000; or (vi) obligations of states,
municipalities, counties, political subdivisions, agencies of the foregoing and
other similar entities, rated at least A, MIG-1, or MIG-2 by Moody's or at least
A by S&P, or similar ratings by successor rating agencies; or (vii) unrated
obligations of states, municipalities, counties, political subdivisions,
agencies of the foregoing and other similar entities, supported by irrevocable
letters of credit issued by commercial banks having capital and surplus in
excess of $100,000,000 and long-term debt that is rated at least A by Moody's or
S&P (or similar ratings by successor rating agencies) or commercial paper that
is rated at least A2 by Moody's or P2 by S&P (or similar ratings by successor
rating agencies); or (viii) unrated general obligations of states,
municipalities, counties, political subdivisions, agencies of the foregoing and
other similar entities,



                                       39
<PAGE>   45

provided that the issuer has other outstanding general obligations rated at
least A, MIG-1 or MIG-2 by Moody's or A by S&P (or similar ratings by successor
rating agencies); or (ix) mutual funds that invest exclusively in the
investments permitted by the preceding clauses (i) through (viii); or (ix)
investments owned on the date hereof; (x) investments by the Borrower and other
Group Members in the Borrower and other Group Members; or (xi) cash investments
by the Borrower in EPIK (including the amount of Indebtedness of EPIK guarantied
by the Borrower), which cash investments shall not, in the aggregate, exceed
$200,000,000; or (xii) Acquisitions permitted by Section 6.04(a); or (xiii)
investments by GCC in joint ventures pursuant to the St. Joe Management
Agreement and pursuant to other joint venture agreements existing on the date
hereof, provided that (A) immediately prior to such investment, no Default shall
have occurred and be continuing, (B) immediately after giving effect to such
investment, no Default shall have occurred or be continuing, and (C) the amount
of cash and the book value of other assets invested in such joint ventures shall
not exceed $100,000,000 in the aggregate.

         SECTION 6.05.  Guarantees.

         The Borrower shall not, and shall not cause, permit or suffer any of
the other Group Members to, issue any Guaranty, except that (a) the Borrower and
the other Group Members may execute and deliver the Guaranty Agreements and may
endorse checks for deposit in the ordinary course of business, (b) the Borrower
may guaranty the Indebtedness of EPIK (subject to the limitations contained in
Section 6.04(b)) and (c) GCC may execute and deliver performance guaranties to
municipalities in connection with specific projects in the ordinary course of
business.

         SECTION 6.06.  Sale and Leaseback, Rentals.

         The Borrower shall not, and shall not cause, permit or suffer any other
Group Member to, enter into any transaction involving the simultaneous sale or
disposition and leaseback of any of its property or assets; or enter into any
agreements to rent or lease, as lessor, property or assets except for (a)
trackage, operating and haulage rights and leases, (b) operating leases of
revenue and motive power and equipment in the ordinary course of business, (c)
Capital Leases permitted by Section 6.02 and (d) leases of real property by GCC
in the ordinary course of business.

         SECTION 6.07.  No Distributions or Management Fees.

         The Borrower shall not, and shall not cause, permit or suffer any other
Group Member to, make any Distribution or pay any management fees other than (a)
Distributions to the Borrower or any other Group Member, (b) service and
administrative fees payable to Affiliates in compliance with Section 6.10, (c)
interest and other sums due to the Administrative Agent or the Banks under this
Agreement, (d) ordinary dividends payable by the Borrower provided that after
giving effect to such dividend and the payment thereof no Default shall have
occurred and be continuing, (e) management fees paid under the St. Joe
Management Agreement, and (f) redemptions and repurchases of capital stock of
the Borrower and special dividends provided that after giving effect to such
redemptions and repurchases and special dividends no Default shall



                                       40
<PAGE>   46

have occurred and be continuing and the aggregate amount of such redemptions and
repurchases shall not exceed $125,000,000.

         SECTION 6.08.  Breach or Violation.

         The Borrower shall not, and shall not cause, permit or suffer any other
Group Member to, enter into any agreement containing any provision that would be
violated or breached by the performance of the Borrower's or any other Group
Member's obligations under this Agreement, the Notes or any of the other Loan
Documents.

         SECTION 6.09.  Use of Proceeds.

         The Borrower shall not, and shall not cause, permit or suffer any other
Group Member to, use any of the proceeds of any of the Loans for any purpose
other than the purposes set forth in the Recitals herein. Without limiting the
generality of the foregoing, no part of the proceeds of the Loans hereunder will
be used in a manner inconsistent with Section 4.12.

         SECTION 6.10.  Transactions with Affiliates.

         Except with respect to the St. Joe Recapitalization Agreement and as
otherwise expressly permitted herein, the Borrower shall not, and shall not
cause, permit or suffer any other Group Member to, effect any transaction with
any Affiliate of any Group Member, including EPIK, on a basis materially less
favorable to the Borrower or other Group Member than would at the time be
obtainable for a comparable transaction in arms-length dealing with an unrelated
third party.

         SECTION 6.11.  Restrictive Covenants.

         Except as permitted by Sections 6.02 and 6.09, the Borrower shall not,
and shall not cause, permit or suffer any other Group Member to, enter into any
Contract, or otherwise create or cause or permit to exist or become effective
any consensual restriction, limiting the ability (whether by covenant, event of
default or otherwise) of any Subsidiary of such Person to (a) pay dividends or
make any other distributions on its Capital Securities held by the Group
Members, (b) pay any obligation owed to the Borrower or any other Group Member,
(c) make any loans or advances to or investments in the Borrower or in any other
Group Member, (d) transfer any of its property or assets to the Borrower or any
other Group Member, or (e) create any Lien upon its property or assets whether
now owned or hereafter acquired or upon any income or profits therefrom, except
that this clause (e) shall not apply to covenants applicable to Indebtedness of
GCC permitted pursuant to Section 6.02(d) and this Section 6.11 shall not apply
to Permitted Restrictive Covenants.

         SECTION 6.12.  Issuance or Disposition of Capital Securities.

         The Borrower shall not, and shall not cause, permit or suffer any other
Group Member to, issue any of its Capital Securities or sell, transfer or
otherwise dispose of any Capital Securities of any Subsidiary of such Person,
except that this Section shall not apply to (a) any issuance by any



                                       41
<PAGE>   47

Group Member of any of its Capital Securities to all of the holders of its
Capital Securities made pro rata to the relative amounts of such Capital
Securities held by such holders, (b) any issuance by a Subsidiary of a Group
Member of any of its Capital Securities to the Borrower or any other Group
Member, and (c) any other issuance of Capital Securities by the Borrower.

         SECTION 6.13.  ERISA Compliance.

         The Borrower shall not, and shall not cause, permit or suffer any other
Group Member to, significantly increase benefits under any Plan or adopt or
establish any new Plan subject to ERISA except for health, life insurance and
disability benefits. Additionally, the Borrower will not, and will not permit
any other Group Member to, incur any "accumulated funding deficiency" within the
meaning of Section 302(a)(2) of ERISA, or any liability under Section 4062 of
ERISA to the Pension Benefit Guaranty Corporation ("PBGC") established
thereunder in connection with any Plan.

         SECTION 6.14.  Future Group Members.

         The Borrower shall not, and shall not cause, permit or suffer any Group
Member to, create or acquire any interest in any Subsidiary (other than the
Group Members set forth on Schedule 4.06 and EPIK), unless (a) such Subsidiary
becomes a Group Member and executes and delivers to the Administrative Agent a
Guaranty Agreement within ten (10) days after it becomes a Subsidiary, and (b)
unless otherwise expressly agreed by the Banks, such Subsidiary becomes a member
of the Consolidated Group.



                                  ARTICLE VII

                               FINANCIAL COVENANTS

         The Borrower covenants and agrees with the Administrative Agent and the
Banks that, until the Repayment Date, unless the Majority Banks otherwise
consent in writing, it shall comply with the following financial covenants (each
of which shall be calculated for the Borrower Group based upon the financial
statements delivered pursuant to Section 5.06 hereof):

         SECTION 7.01.  Maximum Leverage Ratio.

         The Borrower Group shall maintain at all times a Leverage Ratio not to
exceed 2.0 to 1.00.

         SECTION 7.02.  Minimum Group Net Worth.

         The Borrower Group shall maintain at all times a minimum Group Net
Worth (a) on the Closing Date and prior to June 30, 2000 of $625,000,000, and
(b) at all times on and after June



                                       42
<PAGE>   48

30, 2000, equal to $625,000,000, plus the sum of (i) 50% of Group Net Income
(but not less any net losses) for each of the Borrower's fiscal quarters ending
after March 31, 2000 and (ii) an amount equal to 100% of the net proceeds (after
payment of underwriting commissions, registration fees and other normal costs
and expenses of issuance) of any issuances by the Borrower of any Capital
Securities.

         SECTION 7.03.  Minimum Fixed Charge Coverage Ratio.

         The Borrower Group shall maintain at all times a Fixed Charge Coverage
Ratio, calculated on the last day of each fiscal quarter, of not less than 1.35
to 1.00.

                                  ARTICLE VIII

                                EVENTS OF DEFAULT

         SECTION 8.01.  Events of Default.

         Each of the following shall constitute an "Event of Default", whatever
the reason for such event and whether it shall be voluntary or involuntary, or
within or beyond the control of the Borrower or any other Group Member, or be
effected by operation of law or pursuant to any judgment or order of any court
or any order, rule or regulation of any governmental or nongovernmental body:

         (a) any payment of the principal of or interest on any Note or of the
Participation Fee, Commitment Fee, the Utilization Fee, or any other amount due
under this Agreement, the Note or the Administrative Agent's Fee Letter shall
not be made, when and as the same shall become due and payable, whether at the
due date thereof or at a date fixed for prepayment thereof or by acceleration
thereof or otherwise;

         (b) any representation or warranty made herein or in any other Loan
Document or any statement or representation made in any report, certificate,
financial statement or other instrument furnished by the Borrower to the
Administrative Agent or the Banks pursuant to this Agreement shall prove to have
been false or misleading in any material respect when made or delivered or when
deemed made in accordance with the terms hereof and the facts and circumstances
related thereto could reasonably be expected to have a Material Adverse Effect;

         (c) Borrower or any other Group Member shall fail to observe or perform
any covenant, warranty or agreement contained in or referred to in Sections
5.01, 5.02, 5.03 and 5.07 and Articles VI and VII; provided that in the case of
the maintenance of material rights, licenses, permits and franchises pursuant to
Section 5.01 and in the case of Section 5.03, such default continues unremedied
for ten (10) days after written notice thereof to the Borrower by the
Administrative Agent or the Majority Banks;



                                       43
<PAGE>   49

         (d) Borrower or any other Group Member shall fail to observe or perform
any other covenant, condition or agreement to be observed or performed pursuant
to the terms hereof and such default shall continue unremedied for thirty (30)
days after written notice thereof to the Borrower by the Administrative Agent or
the Majority Banks;

         (e) the Borrower, EPIK or any other Group Member shall fail to pay any
Indebtedness other than the Loans hereunder greater than $5,000,000 owing by the
Borrower, EPIK or such other Group Member, or any interest or premium thereon,
when due (whether by 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 relating to such
Indebtedness; or the Borrower, EPIK or any other Group Member shall fail to
perform any term, covenant or agreement on its part to be performed under any
agreement or instrument evidencing or securing or relating to any such
Indebtedness and as a result of such failure the holder of such Indebtedness is
permitted to accelerate such Indebtedness;

         (f) the Borrower or any other Group Member shall (i) voluntarily
commence any proceeding or file any petition seeking relief under Title 11 of
the United States Code or any other federal, state or foreign bankruptcy,
insolvency or similar law, (ii) consent to the institution of, or fail to
controvert in a timely and appropriate manner, any such proceeding or the filing
of any such petition, (iii) apply for or consent to the appointment of a
receiver, trustee, custodian, sequestrator or similar official for the Borrower
or such other Group Member or for a substantial part of its property, (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,
(vi) become unable, admit in writing its inability or fail generally to pay its
debts as they become due, or (vii) take corporate action for the purpose of
effecting any of the foregoing;

         (g) an involuntary proceeding shall be commenced or an involuntary
petition shall be filed in a court of competent jurisdiction seeking (i) relief
in respect of the Borrower or any other Group Member, or of a substantial part
of its property, under Title 11 of the United States Code or any other federal,
state or foreign bankruptcy, insolvency or similar law, (ii) the appointment of
a receiver, trustee, custodian, sequestrator or similar official for the
Borrower or such other Group Member or for a substantial part of its property or
(iii) the winding-up or liquidation of the Borrower or such other Group Member;
and such proceeding or petition shall continue undismissed for 60 days or an
order or decree approving or ordering any of the foregoing shall continue
unstayed and in effect for 30 days;

         (h) a default or event of default shall have occurred and be continuing
pursuant to any other Loan Document after the giving of notice and the
expiration of any applicable cure period provided therein;

         (i) a judgment or order for the payment of money shall be entered
against the Borrower or any other Group Member by any court and the aggregate
amount of all such judgments and orders exceeds $5,000,000, unless such judgment
is being appealed by the Borrower or other



                                       44
<PAGE>   50

Group Member and enforcement proceedings shall have been effectively stayed or
enjoined pending completion of such appeal;

         (j) the Borrower shall fail to deliver any notice required to be
delivered to the Administrative Agent and the Banks pursuant to any of Sections
5.06, 5.08, 5.09 and 5.10 within ten (10) days after the event giving rise to
the obligation to give notice thereunder;

         (k) there shall occur any Change of Control, excluding, however, the
effects of the transactions described in the St. Joe Recapitalization Agreement;

         (l) any Reportable Event shall have occurred with respect to a Plan,
and thirty (30) days after notice thereof shall have been given to the Borrower
by the Administrative Agent or any Bank, (i) such Reportable Event shall still
exist and (ii) the sum (determined as of the date of occurrence of such
Reportable Event) of the Insufficiency of such Plan and the Insufficiency of any
and all other Plans with respect to which an Reportable Event described in
clauses (iii) through (vi) of the definition of Reportable Event shall have
occurred and then exist, the liability related thereto) exceeds $5,000,000;

         (m) the Borrower, any of the Group Members or any ERISA Affiliate shall
have been notified by the sponsor of a Multiemployer Plan that it has incurred
Withdrawal Liability to such Multiemployer Plan in an amount which, when
aggregated with all other amounts required to be paid to Multiemployer Plans by
the Borrower, any of the Group Members or any ERISA Affiliate as Withdrawal
Liability (determined as of the date of such notification), exceeds $5,000,000;

         (n) the Borrower or any other Group Member shall challenge the validity
and binding effect of any provision of any Loan Document after delivery thereof
or shall state in writing its intention to make such a challenge; or

         (o) a court of competent jurisdiction shall declare any provision of
any Loan Document to be invalid or non-binding.

         SECTION 8.02.  Exercise of Remedies.

         Upon the occurrence of an Event of Default and in every such event and
at any time thereafter during the continuance of such event, the Administrative
Agent, upon written request from the Majority Banks, shall by written notice to
the Borrower, take one or more of the following actions, at the same or
different times:

         (a)  terminate the Commitments; and

         (b) declare the Notes to be forthwith due and payable, whereupon the
Notes shall become forthwith due and payable, both as to principal and interest
(which, after such declaration, shall bear interest as provided in Section
1.06(a)), without presentment, demand, protest or any other notice of any kind,
all of which are hereby expressly waived by the Borrower, anything contained
herein or in the Notes to the contrary notwithstanding; and



                                       45
<PAGE>   51

         (c) demand that the Borrower deposit with the Administrative Agent an
amount in cash or other immediately available funds in an amount equal to the
aggregate stated amount of Letters of Credit outstanding at such time, which
shall be held by the Administrative Agent in a segregated account as collateral
security exclusively for the satisfaction of the LOC Obligations, and the
Borrower hereby grants to the Administrative Agent for the benefit of the
Issuing Bank a security interest in such account and the proceeds thereof.

Notwithstanding the foregoing, if an Event of Default specified in paragraph (f)
or (g) of Section 8.01 occurs with respect to the Borrower or any other Group
Member, the Commitments shall automatically terminate and the Notes shall become
immediately due and payable, both as to principal and interest, without any
action by any Bank or the Administrative Agent and without presentment, demand,
protest or any other notice of any kind, all of which are hereby expressly
waived by the Borrower, anything contained herein or in the Notes to the
contrary notwithstanding. The Administrative Agent shall further be entitled to
exercise, for the benefit of the Banks, all of the rights and remedies available
under the Loan Documents and applicable law.


                                   ARTICLE IX

                                    THE AGENT

         SECTION 9.01.  Appointment, Powers and Immunities.

         (a) Each Bank hereby irrevocably appoints and authorizes the
Administrative Agent to act as its agent under this Agreement and the other Loan
Documents with such powers and discretion as are specifically delegated to the
Administrative Agent by the terms of this Agreement and the other Loan
Documents, together with such other powers as are reasonably incidental thereto.
The Administrative Agent (which term as used in this sentence and in Section
9.05 and the first sentence of Section 9.06 hereof shall include its affiliates
and its own and its affiliates' officers, directors, employees, and agents): (i)
shall not have any duties or responsibilities except those expressly set forth
in this Agreement and shall not be a trustee or fiduciary for any Bank; (ii)
shall not be responsible to the Banks for any recital, statement,
representation, or warranty (whether written or oral) made in or in connection
with any Loan Document or any certificate or other document referred to or
provided for in, or received by any of them under, any Loan Document, or for the
value, validity, effectiveness, genuineness, enforceability, or sufficiency of
any Loan Document, or any other document referred to or provided for therein or
for any failure by the Borrower or any other Person to perform any of its
obligations thereunder; (iii) shall not be responsible for or have any duty to
ascertain, inquire into, or verify the performance or observance of any
covenants or agreements by the Borrower or any other Group Member or the
satisfaction of any condition or to inspect the property (including the books
and records) of the Borrower or any other Group Member; (iv) shall not be
required to initiate or conduct any litigation or collection proceedings under
any Loan Document; and (v) shall not be responsible for any action taken or
omitted to be taken by it under or in connection with any Loan Document,



                                       46
<PAGE>   52

except for its own gross negligence or willful misconduct. The Administrative
Agent may employ agents and attorneys-in-fact and shall not be responsible for
the negligence or misconduct of any such agents or attorneys-in-fact selected by
it with reasonable care.

         (b) Each Bank hereby irrevocably designates First Union National Bank
as Syndication Agent and SunTrust Bank as Documentation Agent. The Syndication
Agent and the Documentation Agent, in such capacities, shall have no duties or
obligations whatsoever under this Agreement or any other Loan Document or any
other document or any matter related hereto or thereto, but shall nevertheless
be entitled to all the indemnities and other protection afforded to the
Administrative Agent under this Article IX.

         SECTION 9.02.  Reliance by Administrative Agent.

         The Administrative Agent shall be entitled to rely upon any
certification, notice, instrument, writing, or other communication (including,
without limitation, any thereof by telephone or telecopy) believed by it to be
genuine and correct and to have been signed, sent or made by or on behalf of the
proper Person or Persons, and upon advice and statements of legal counsel
(including counsel for the Borrower or any other Group Member ), independent
accountants, and other experts selected by the Administrative Agent. The
Administrative Agent may deem and treat the payee of any Note as the holder
thereof for all purposes hereof unless and until the Administrative Agent
receives and accepts a Commitment Transfer Supplement executed in accordance
with Section 10.12 hereof. As to any matters not expressly provided for by this
Agreement, the Administrative Agent shall not be required to exercise any
discretion or take any action, but shall be required to act or to refrain from
acting (and shall be fully protected in so acting or refraining from acting)
upon the instructions of the Majority Banks, and such instructions shall be
binding on all of the Banks; provided, however, that the Administrative Agent
shall not be required to take any action that exposes the Administrative Agent
to personal liability or that is contrary to any Loan Document or applicable law
or unless it shall first be indemnified to its satisfaction by the Banks against
any and all liability and expense which may be incurred by it by reason of
taking any such action.

         SECTION 9.03.  Defaults.

         The Administrative Agent shall not be deemed to have knowledge or
notice of the occurrence of a Default or Event of Default unless the
Administrative Agent has received written notice from a Bank or the Borrower
specifying such Default or Event of Default and stating that such notice is a
"Notice of Default". In the event that the Administrative Agent receives such a
notice of the occurrence of a Default or Event of Default, the Administrative
Agent shall give prompt notice thereof to the Banks. The Administrative Agent
shall (subject to Section 9.01 hereof) take such action with respect to such
Default or Event of Default as shall reasonably be directed by the Majority
Banks, provided, that, unless and until the Administrative Agent shall have
received such directions, the Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such Default or Event of Default as it shall deem advisable in the best
interest of the Banks.



                                       47
<PAGE>   53

         SECTION 9.04.  Rights as Bank.

         With respect to its Commitment and the Loans made by it, Bank of
America (and any successor acting as Administrative Agent) in its capacity as a
Bank hereunder shall have the same rights and powers hereunder as any other Bank
and may exercise the same as though it were not acting as the Administrative
Agent, and the term "Bank" or "Banks" shall, unless the context otherwise
indicates, include the Administrative Agent in its individual capacity. Bank of
America (and any successor acting as Administrative Agent) and its affiliates
may (without having to account therefor to any Bank) accept deposits from, lend
money to, make investments in, provide services to, and generally engage in any
kind of lending, trust, or other business with the Borrower or any other Group
Member as if it were not acting as Administrative Agent, and Bank of America
(and any successor acting as Administrative Agent) and its affiliates may accept
fees and other consideration from the Borrower and any other Group Member for
services in connection with this Agreement or otherwise without having to
account for the same to the Banks.

         SECTION 9.05.  Indemnification.

         The Banks agree to indemnify the Administrative Agent (to the extent
not reimbursed under Section 10.03 hereof, but without limiting the obligations
of the Borrower under such Section) ratably in accordance with their respective
Commitments, for any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses (including attorneys'
fees), or disbursements of any kind and nature whatsoever that may be imposed
on, incurred by or asserted against the Administrative Agent (including by any
Bank) in any way relating to or arising out of any Loan Document or the
transactions contemplated thereby or any action taken or omitted by the
Administrative Agent under any Loan Document; provided that no Bank shall be
liable for any of the foregoing to the extent they arise from the gross
negligence or willful misconduct of the Person to be indemnified. Without
limitation of the foregoing, each Bank agrees to reimburse the Administrative
Agent promptly upon demand for its ratable share of any costs or expenses
payable by the Borrower under Section 10.03, to the extent that the
Administrative Agent is not promptly reimbursed for such costs and expenses by
the Borrower. The agreements contained in this Section shall survive payment in
full of the Loans and all other amounts payable under this Agreement.

         SECTION 9.06.  Non-Reliance on Administrative Agent and Other Banks.

         Each Bank agrees that it has, independently and without reliance on the
Administrative Agent or any other Bank, and based on such documents and
information as it has deemed appropriate, made its own credit analysis of the
Borrower and the other Group Members and decision to enter into this Agreement
and that it will, independently and without reliance upon the Administrative
Agent or any other Bank, and based on such documents and information as it shall
deem appropriate at the time, continue to make its own analysis and decisions in
taking or not taking action under the Loan Documents. Except for notices,
reports, and other documents and information expressly required to be furnished
to the Banks by the Administrative Agent



                                       48
<PAGE>   54

hereunder, the Administrative Agent shall not have any duty or responsibility to
provide any Bank with any credit or other information concerning the affairs,
financial condition, or business of the Borrower and the other Group Member that
may come into the possession of the Administrative Agent or any of its
affiliates.

         SECTION 9.07.  Resignation of Administrative Agent.

         The Administrative Agent may resign at any time by giving notice
thereof to the Banks and the Borrower. Upon any such resignation, the Majority
Banks shall have the right to appoint a successor Administrative Agent. If no
successor Administrative Agent shall have been so appointed by the Majority
Banks and shall have accepted such appointment within thirty (30) days after the
retiring Administrative Agent's giving of notice of resignation, then the
retiring Administrative Agent may, on behalf of the Banks, appoint a successor
Administrative Agent which shall be a commercial bank organized under the laws
of the United States of America having combined capital and surplus of at least
$100,000,000. Upon the acceptance of any appointment as Administrative Agent
hereunder by a successor, such successor shall thereupon succeed to and become
vested with all the rights, powers, discretion, privileges, and duties of the
retiring Administrative Agent, and the retiring Administrative Agent shall be
discharged from its duties and obligations hereunder. After any retiring
Administrative Agent's resignation hereunder as Administrative Agent, the
provision of this Article IX shall continue in effect for its benefit in respect
of any actions taken or omitted to be taken by it while it was acting as
Administrative Agent.

         SECTION 9.08.  Benefit of Article IX.

         The agreements contained in this Article IX are solely for the benefit
of the Administrative Agent and the Banks, and are not for the benefit of or to
be relied upon by, the Borrower or any third party.

         SECTION 9.09.  Administrative Agent's Compensation.

         The Borrower shall pay to the Administrative Agent solely for the
Administrative Agent's account the fees specified in the Administrative Agent's
Fee Letter on the dates specified therein.

                                    ARTICLE X

                                  MISCELLANEOUS

         SECTION 10.01.  Modification.

         All modifications, consents, amendments or waivers of any provision of
any Loan Document, or consent to any departure by the Borrower therefrom shall
be effective only if the same shall be in writing and concurred in by the
Majority Banks and then shall be effective only in the specific instance and for
the purpose for which given; provided, however, that (a) no waiver



                                       49
<PAGE>   55

or release of guarantors under the Guaranty Agreement and no change in the
provisions of Articles I and III, this Section 10.01 or in the definition of the
Majority Banks shall be effective absent the written concurrence of all of the
Banks, (b) no change in the provisions of Article IX shall be effective absent
the written concurrence of the Administrative Agent, (c) no change in the
provisions hereof relating to Swingline Loans shall be effective absent the
written concurrence of the Swingline Bank and (d) no change in the provisions
hereof relating to Letter of Credit shall be effective absent the written
concurrence of the Issuing Bank.

         SECTION 10.02.  Waiver.

         No failure to exercise, and no delay in exercising, on the part of any
Bank, any right hereunder shall operate as a waiver thereof nor shall any single
or partial exercise thereof preclude any other or further exercise thereof or
the exercise of any other right. The rights of the Banks hereunder and under the
Loan Documents shall be in addition to all other rights provided by law. No
modification or waiver of any provision of this Agreement, the Notes or any Loan
Documents, nor consent to departure therefrom, shall be effective unless in
writing and no such consent or waiver shall extend beyond the particular case
and purpose involved. No notice or demand given in any case shall constitute a
waiver of the right to take other action in the same, similar or other instances
without such notice or demand.

         SECTION 10.03.  Expenses; Indemnification.

         (a) The Borrower agrees to pay on demand all reasonable costs and
expenses of the Administrative Agent in connection with the syndication,
preparation, execution, delivery, administration, modification, and amendment of
this Agreement, the other Loan Documents, and the other documents to be
delivered hereunder, including, without limitation, the reasonable fees and
expenses of counsel for the Administrative Agent (including the reasonable
allocated cost of internal counsel) with respect thereto and with respect to
advising the Administrative Agent as to its rights and responsibilities under
the Loan Documents. The Borrower further agrees to pay on demand all reasonable
costs and expenses of the Administrative Agent and the Banks, if any (including,
without limitation, reasonable attorneys' fees and expenses and the reasonable
allocated cost of internal counsel), in connection with the enforcement (whether
through negotiations, legal proceedings, or otherwise) of the Loan Documents and
the other documents to be delivered hereunder.

         (b) The Borrower agrees to indemnify and hold harmless the
Administrative Agent and each Bank and each of their affiliates and their
respective officer, directors, employees, agents, and advisors (each, an
"Indemnified Party") from and against any and all claims damages, losses,
liabilities, costs and expenses (including, without limitation, reasonable
attorneys' fees) that may be incurred by or asserted or awarded against any
Indemnified Party, in each case arising out of or in connection with or by
reason of (including, without limitation, in connection with any investigation,
litigation, or proceeding or preparation of defense in connection therewith) the
Loan Documents, any of the transactions contemplated herein or the actual or
proposed use of the proceeds of the Loans, except to the extent such claim,
damage, loss, liability, cost, or expense is



                                       50
<PAGE>   56

found in a final, non-appealable judgment by a court of competent jurisdiction
to have resulted from such Indemnified Party's gross negligence or willful
misconduct. In the case of an investigation, litigation, or other proceeding to
which the indemnity in this Section 10.03 applies, such indemnity shall be
effective whether or not such investigation, litigation, or proceeding is
brought by the Borrower, its directors, shareholders or creditors or an
Indemnified Party or any other Person or any Indemnified Party is otherwise a
party thereto and whether or not the transactions contemplated hereby are
consummated. The Borrower agrees not to assert any claim against the
Administrative Agent, any Bank, any of their affiliates, or any of their
respective directors, officers, employees, attorneys, agents, and advisers, on
any theory of liability, for special, indirect, consequential, or punitive
damages arising out of or otherwise relating to the Loan Documents, any of the
transactions contemplated herein or the actual or proposed use of the proceeds
of the Loans.

         (c) Without prejudice to the survival of any other agreement of the
Borrower hereunder, the agreements and obligations of the Borrower contained in
this Section 10.03 shall survive the payment in full of the Loans and all other
amounts payable under this Agreement.

         SECTION 10.04.  Notices.

         All notices and other communications provided for herein (including,
without limitation, any modifications of, or waivers or consents under, this
Agreement) shall (unless otherwise indicated) be given or made by telecopy or in
writing and telecopied, mailed or delivered to the intended recipient at the
address of such party as follows:

         (a)      The Borrower:

                      FLORIDA EAST COAST INDUSTRIES, INC.
                      One Magala Street
                      St. Augustine, FL  32084
                      Attention:  Chief Financial Officer
                      Telecopier Number:  (904) 826-2213

         With copies of such notice to:

                      FLORIDA EAST COAST INDUSTRIES, INC.
                      One Magala Street
                      St. Augustine, FL  32084
                      Attention:  General Counsel
                      Telecopier Number:  (904) 826-2379



                                       51
<PAGE>   57

                      and

                      Sidley & Austin
                      Bank One Plaza
                      10 South Dearborn
                      Chicago, Illinois 60603
                      Attention:  Michael L. Gold, Esq.
                      Telecopier Number: (312) 853-7036

         (b) The Administrative Agent or any Bank at its address shown below its
name on the signature pages hereof.

         With a copy of such notice to:

                      Hunton & Williams
                      Riverfront Plaza, East Tower
                      951 East Byrd Street
                      Richmond, Virginia 23219-4074
                      Attention:  Douglas S. Granger, Esq.
                      Telecopier Number:  (804) 788-8218

Except as otherwise provided in this Agreement, all such communications shall be
deemed to have been duly given when transmitted by telecopier, personally
delivered or, in the case of a mailed notice, upon receipt, in each case given
or addressed as aforesaid. Any such notice or communication that is delivered by
mail shall be presumed to have been received three Business Days after the day
it is mailed. Unless otherwise indicated, notices received after 5:00 p.m.
Charlotte, North Carolina time on any day from the Borrower pursuant to Article
I shall be deemed for the purposes of such Article to have been given by the
Borrower on the next succeeding Business Day. Any party may change its address
for purposes of this Agreement by giving notice of such change to the other
parties pursuant to this Section 10.04.

         SECTION 10.05.  Governing Law.

         This Agreement shall in all respects be governed by and construed in
accordance with the laws of the State of New York (including, without
limitation, Sections 5-1401 and 5-1402 of the New York General Obligations Law),
but excluding, to the fullest extent permitted by applicable law, all other
choice of law and conflict of law rules.

         SECTION 10.06.  Invalid Provisions.

         If any provision of any Loan Document is held to be illegal, invalid or
unenforceable under present or future laws during the term of this Agreement,
such provision shall be fully severable; such Loan Document shall be construed
and enforced as if such illegal, invalid or unenforceable



                                       52
<PAGE>   58

provision had never comprised a part of such Loan Document; and the remaining
provisions of such Loan Document shall remain in full force and effect and shall
not be affected by the illegal, invalid or unenforceable provision or by its
severance from such Loan Document. Furthermore, in lieu of each such illegal,
invalid or unenforceable provision shall be added as part of such Loan Document
a provision mutually agreeable to the Borrower, the Administrative Agent and the
Majority Banks as similar in terms to such illegal, invalid or unenforceable
provision as may be possible and be legal, valid and enforceable. In the event
the Borrower, the Administrative Agent, and the Majority Banks are unable to
agree upon a provision to be added to the Loan Document within a period of ten
(10) Business Days after a provision of the Loan Document is held to be illegal,
invalid or unenforceable, then a provision acceptable to the Administrative
Agent and the Majority Banks as similar in terms to the illegal, invalid or
unenforceable provision as is possible and be legal, valid and enforceable shall
be added automatically to such Loan Document. In either case, the effective date
of the added provision shall be the date upon which the prior provision was held
to be illegal, invalid or unenforceable.

         SECTION 10.07.  Nonliability of Banks.

         The relationship between the Borrower and the Banks is, and shall at
all times remain, solely that of borrower and lenders, and the Banks and the
Administrative Agent neither undertake nor assume any responsibility or duty to
the Borrower to review, inspect, supervise, pass judgment upon, or inform the
Borrower of any matter in connection with any phase of the Borrower's business,
operations, or condition, financial or otherwise. The Borrower shall rely
entirely upon its own judgment with respect to such matters, and any review,
inspection, supervision, exercise of judgment, or information supplied to the
Borrower by any Bank or the Administrative Agent in connection with any such
matter is for the protection of the Banks and the Administrative Agent, and
neither the Borrower nor any third party is entitled to rely thereon.

         SECTION 10.08.  Binding Effect and Assignability.

         The Loan Documents shall be binding upon and inure to the benefit of
the Borrower, the Administrative Agent and the Banks and their respective
successors, assigns and legal representatives; provided, however, that (a) the
Borrower may not, without the prior written consent of the Administrative Agent
and the Banks, assign any rights, powers, duties or obligations thereunder and
(b) the Banks may only assign their interests pursuant to Section 10.12 below.

         SECTION 10.09.  Entirety; Conflicts.

         The Loan Documents embody the entire agreement between the parties and
supersede all prior agreements and understandings, if any, relating to the
subject matter hereof and thereof. In the event of any conflict in the
provisions of this Agreement with the provisions of any other Loan Document, the
provisions of this Agreement shall govern.



                                       53
<PAGE>   59

         SECTION 10.10.  Headings, etc.

         Article and Section headings and captions and the table of contents
hereto are for convenience of reference only and shall in no way affect the
interpretation of this Agreement.

         SECTION 10.11.  Survival.

         All representations and warranties made by the Borrower herein shall
survive delivery of the Notes and the making of the Loans.

         SECTION 10.12.  Assignments and Participations.

         (a) Each Bank may assign to one or more Eligible Assignees all or a
portion of its rights, obligations or rights and obligations under this
Agreement (including, without limitation, all or a portion of its Loans, its
Note, or its Commitment); provided, however, that

                  (i) each such assignment shall be to an Eligible Assignee;

                  (ii) except in the case of an assignment to another Bank or an
assignment of all of a Bank's rights and obligations under this Agreement, any
such partial assignment shall be in an amount at least equal to $10,000,000 or
an integral multiple of $1,000,000 in excess thereof;

                  (iii) each such assignment by a Bank shall be of a constant,
and not varying, percentage of all of its rights and obligations under this
Agreement and the Note; and

                  (iv) the parties to such assignment shall execute and deliver
to the Administrative Agent for its acceptance a Commitment Transfer Supplement
in the form of Exhibit E hereto, together with any Note subject to such
assignment, and the assigning Bank shall pay to the Administrative Agent a
processing fee of $3,500.

Upon execution, deliver, and acceptance of such Commitment Transfer Supplement,
the assignee thereunder shall be party hereto and, to the extent of such
assignment, have the obligations, rights, and benefits of a Bank hereunder and
the assigning Bank shall, to the extent of such assignment, relinquish its
rights and be released from its obligations under this Agreement. Upon the
consummation of any assignment pursuant to this Section, the assignor, the
Administrative Agent and the Borrower shall make appropriate arrangements so
that, if required, new Notes are issued to the assignor and the assignee.

         (b) The Administrative Agent shall maintain at its address referred to
in Section 10.04 a copy of each Commitment Transfer Supplement delivered to and
accepted by it and a register for the recordation of the names and addresses of
the Banks and the Commitment of, and principal amount of the Loans owing to,
each Bank from time to time (the "Register"). The entries in the Register shall
be conclusive and binding for all purposes, absent manifest error, and the
Borrower, Administrative Agent and the Banks may treat each Person whose name is
recorded in the Register as a Bank hereunder for all purposes of this Agreement.
The Register shall be available



                                       54
<PAGE>   60

for inspection by the Borrower or any Bank at any reasonable time and from time
to time upon reasonable prior notice.

         (c) Upon its receipt of a Commitment Transfer Supplement executed by
the parties thereto, together with any Note subject to such assignment and
payment of the processing fee, the Administrative Agent shall, if such
Commitment Transfer Supplement has been completed and is in substantially the
form of Exhibit E hereto, (i) accept such Commitment Transfer Supplement, (ii)
record the information contained therein in the Register and (iii) give prompt
notice thereof to the parties thereto.

         (d) Each Bank may sell participations to one or more Persons in all or
a portion of its rights and obligations under this Agreement (including all or a
portion of its Commitment and its Loans); provided, however, that (i) such
Bank's obligations under this Agreement shall remain unchanged, (ii) such Bank
shall remain solely responsible to the other parties hereto for the performance
of such obligations, (iii) the participant shall be entitled to the benefit of
the yield protection provisions contained in Section 1.11 and the right of
set-off contained in Section 10.17, and (iv) the Borrower shall continue to deal
solely and directly with such Bank in connection with such Bank's rights and
obligations under this Agreement, and such Bank shall retain the sole right to
enforce the obligations of the Borrower relating to its Loans and its Note and
to approve any amendment, modification, or waiver of any provision of this
Agreement (other than amendments, modifications, or waivers decreasing the
amount of principal of or the rate at which interest is payable on such Loans or
Note, extending any scheduled principal payment date or date fixed for the
payment of interest on such Loans or Note, or extending its Commitment).

         (e) Notwithstanding any other provision set forth in this Agreement,
any Bank may at any time assign and pledge all or any portion of its Loans and
its Note to any Federal Reserve Bank as collateral security pursuant to
Regulation A and any Operating Circular issued by such Federal Reserve Bank. No
such assignment shall release the assigning Bank from its obligations hereunder.

         (f) Any Bank may furnish any information concerning the Borrower or any
of its Subsidiaries in the possession of such Bank from time to time to
assignees and participants (including prospective assignees and participants).

         (g) At no time shall there be more than ten (10) Banks extending
Commitments pursuant to the terms of this Agreement.

         SECTION 10.13.  No Third Party Beneficiary.

         Without limiting the effect of Sections 10.08, 10.12 and 10.17, the
parties do not intend the benefits of this Agreement to inure to any third
party, nor shall this Agreement be construed to make or render the
Administrative Agent or the Banks liable to any materialman, supplier,
contractor, subcontractor, purchaser or lessee of any property owned by the
Borrower, or for debts or claims accruing to any such persons against the
Borrower. Notwithstanding anything



                                       55
<PAGE>   61

contained herein or in the Notes, or in any other Loan Document, or any conduct
or course of conduct by any or all of the parties hereto, before or after
signing this Agreement nor any other Loan Document shall be construed as
creating any right, claim or cause of action against the Administrative Agent or
the Banks, or any of their officers, directors, agents or employees, in favor of
any materialman, supplier, contractor, subcontractor, purchaser or lessee of any
property owned by the Borrower, nor to any other person or entity other than the
Borrower.

         SECTION 10.14.  WAIVER OF JURY TRIAL.

         TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGENT, EACH BANK AND THE
BORROWER HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHTS THEY
MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR
ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT, THE NOTES OR ANY
LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (VERBAL
OR WRITTEN), OR ACTIONS OF THE AGENT, ANY BANK OR THE BORROWER. THIS PROVISION
IS A MATERIAL INDUCEMENT FOR THE BANK ENTERING INTO THIS AGREEMENT.

         SECTION 10.15.  Multiple Counterparts.

         This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one and the same agreement, and any of the
parties hereto may execute this Agreement by signing any such counterpart.

         SECTION 10.16.  Disclosures.

         The Administrative Agent and each Bank may disclose to, and exchange
and discuss with, any other Person (the Administrative Agent, each Bank and each
such other Person being hereby irrevocably authorized to do so) any information
concerning the Borrower or any other Group Member (whether received by the
Administrative Agent, the Bank or such Person in connection with or pursuant to
this Agreement or otherwise) as may be required by applicable law or for the
purpose of protecting, preserving, exercising or enforcing any rights hereunder
or under the Notes, or consulting with respect to any such rights or any rights
of the Borrower.

         SECTION 10.17.  Right of Setoffs; Adjustments.

         (a) Upon the occurrence and during the continuance of any Event of
Default, each Bank (and each of its affiliates) 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 Bank
(or any of its affiliates) to or for the credit or the account of the Borrower
against any and all of the obligations of the Borrower now or hereafter existing
under this Agreement and the Note held by such Bank, irrespective of whether
such Bank shall have made any demand under



                                       56
<PAGE>   62

this Agreement or such Note and although such obligations may be unmatured. Each
Bank agrees promptly to notify the Borrower after any such set-off and
application made by such Bank; provided, however, that the failure to give such
notice shall not affect the validity of such set-off and application. The rights
of each Bank under this Section are in addition to other rights and remedies
(including, without limitation, other rights of set-off) that such Bank may
have.

         (b) If any Bank (a "benefitted Bank") shall at any time receive any
payment of all or part of the Loans owing to it, or interest thereon, or receive
any collateral in respect thereof (whether voluntarily or involuntarily, by
set-off, or otherwise), in a greater proportion than any such payment to or
collateral received by any other Bank, if any, in respect of such other Bank's
Loans owing to it, or interest thereon, such benefited Bank shall purchase for
cash from the other Banks a participating interest in such portion of such other
Bank's Loans owing to it, or shall provide such other Banks with the benefits of
any such collateral, or the proceeds thereof, as shall be necessary to cause
such benefitted Bank to share the excess payment or benefits of such collateral
or proceeds ratably with each of the Banks; provided, however, that if all or
any portion of such excess payment or benefits is thereafter recovered from such
benefitted Bank, such purchase shall be rescinded, and the purchase price and
benefits returned, to the extent of such recovery, but without interest. The
Borrower agrees that any Bank so purchasing a participation from a Bank pursuant
to this Section 10.17 may, to the fullest extent permitted by law, exercise all
of its rights of payment (including the right of set-off) with respect to such
participation as fully as if such person were the direct creditor of the
Borrower in the amount of such participation.

         SECTION 10.18.  Repayments in Bankruptcy.

         In the event any amount of the Indebtedness of the Borrower to the
Administrative Agent and the Banks hereunder is paid by the Borrower and because
of bankruptcy or other laws relating to creditors' rights the Administrative
Agent or the Banks repay any such amounts to the Borrower or to any trustee,
receiver or otherwise, then the amounts so repaid shall again become part of the
Obligations payable by the Borrower.

                                   ARTICLE XI

                                   DEFINITIONS

         SECTION 11.01.  Definitions.

         For purposes of this Agreement, unless the context otherwise requires,
capitalized terms shall have the respective meanings assigned to them in Exhibit
A hereto.

         SECTION 11.02.  Other Definitional Provisions.

         (a) Except as otherwise specified herein, all references herein (i) to
any Person shall be deemed to include such person's, successors, transferees and
assignees, but only, in the case of



                                       57
<PAGE>   63

transferees and assignees of the Borrower, the Administrative Agent and the
Banks, to the extent the applicable transfer or assignment complies with the
provisions of this Agreement, (ii) to any applicable law defined or referred to
herein shall be deemed references to such applicable law as the same may have
been or may be amended or supplemented from time to time and (iii) to any
Contract defined or referred to herein shall be deemed references to such
Contract (and, in the case of any instrument, any other instrument issued in
substitution therefor) as the terms thereof may have been or may be amended,
supplemented, waived or otherwise modified from time to time.

         (b) When used in this Agreement, the words "herein", "hereof", and
"hereunder" and words of similar import shall refer to this Agreement as a whole
and not to any provision of this Agreement, and the words "section", "schedule"
and "exhibit" shall refer to Sections of and Schedules and Exhibits to this
Agreement unless otherwise specified.

         (c) Whenever the context so requires, the neuter gender includes the
masculine or feminine, and the singular number includes the plural, and vice
versa.

         (d) All terms defined in this Agreement shall have the defined meanings
when used in the Notes, and except as otherwise expressly stated therein, any
certificate, opinion or other Loan Document delivered pursuant hereto or
referred to herein.

         SECTION 11.03.  Accounting Matters.

         Unless otherwise specified herein, all accounting determinations
hereunder and all computations utilized by the Borrower in complying with the
covenants contained herein shall be made, all accounting terms used herein shall
be interpreted, and all financial statements required to be delivered hereunder
shall be prepared, in accordance with Generally Accepted Accounting Principles,
except, in the case of such financial statements, for departures from Generally
Accepted Accounting Principles that may from time to time be approved in writing
by the independent certified accountants who are at the time in accordance with
Section 5.05 reporting on the Borrower's financial statements.


                  {REMAINDER OF PAGE INTENTIONALLY LEFT BLANK}

                    {SIGNATURES BEGIN ON THE FOLLOWING PAGE}


                                       58
<PAGE>   64

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

                                        FLORIDA EAST COAST INDUSTRIES, INC.,
                                        as Borrower

                                        By__________________________
                                        Title:_______________________


                                        BANK OF AMERICA, N.A., as Administrative
                                        Agent, Swingline Bank and Issuing Bank


                                        By__________________________
                                        Title:_______________________
                                        Address:
                                                  100 North Tryon Street
                                                  Charlotte, North Carolina
                                                  28255



Amounts   Percentage
-------   ----------

                                        BANK OF AMERICA, N.A.,
                                        as Bank

$60,000,000           30%               By:   ______________________
                                        Title:______________________
                                        Address:
                                                  100 North Tryon Street
                                                  Charlotte, North Carolina
                                                  28255


                                        FIRST UNION NATIONAL BANK,
                                        as Syndication Agent and Bank

$40,000,000           20%               By:   ______________________
                                        Title:______________________
                                        Address:
                                                ____________________




                                       59
<PAGE>   65

                                        SUNTRUST BANK,
                                        as Documentation Agent and Bank

$40,000,000           20%               By:   ______________________
                                        Title:______________________
                                        Address:
                                                ____________________


                                        UNION PLANTERS BANK,
                                        as Bank

$30,000,000           15%               By:   ______________________
                                        Title:______________________
                                        Address:
                                                ____________________


                                        WACHOVIA BANK, N.A.,
                                        as Bank

$30,000,000           15%               By:   ______________________
                                        Title:______________________
                                        Address:
                                                ____________________



                                       60
<PAGE>   66

                                    EXHIBIT A

                                   DEFINITIONS


         This is Exhibit A to that certain Credit Agreement dated as of March
31, 2000, among FLORIDA EAST COAST INDUSTRIES, INC., the Banks listed therein,
BANK OF AMERICA, N.A., , as Administrative Agent for the Banks, and as Swingline
Bank and Letter of Credit Issuing Bank, FIRST UNION NATIONAL BANK, as
Syndication Agent, and SUNTRUST BANK, as Documentation Agent for the Banks (the
"Agreement"). When used in this Exhibit, the words "herein", "hereof", and
"hereunder" and words of similar import shall refer to the Agreement, and the
words "section", "schedule" and "exhibit" shall refer to Sections of and
Schedules and Exhibits to the Agreement, unless otherwise specified.

         "Accumulated Funding Deficiency" shall have the meaning assigned to
such term in Section 302 of ERISA.

         "Acquisition" shall mean any transaction, or series of related
transactions, by which the Borrower and/or any other Group Member directly or
indirectly (a) acquires all or substantially all of the assets of any Person or
division thereof, whether through purchase of assets, merger or otherwise, (b)
acquires (in one transaction or as the most recent transaction in a series of
transactions) control of at least a majority in ordinary voting power of the
securities of a Person which have ordinary voting power for the election of
directors or (c) otherwise acquires control of more than 50% of the voting
equity interests in any such Person.

         "Adjusted Eurodollar Rate" means, for any Eurodollar Loan for any
Interest Period therefor, the rate per annum (rounded upwards, if necessary, to
the nearest 1/100 of 1%) determined by the Administrative Agent to be equal to
the quotient obtained by dividing (a) the Eurodollar Rate for such Eurodollar
Loan for such Interest Period by (b) one minus the Reserve Requirement for such
Eurodollar Loan for such Interest Period.

         "Administrative Agent" shall have the meaning assigned to such term in
the preamble hereof, and any successor thereto pursuant to Article IX hereof.

         "Administrative Agent's Fee Letter" means the letter agreement between
the Administrative Agent and the Borrower dated as of March 10, 2000, relating
to the Administrative Agent's compensation for services as administrative agent
hereunder.

         "Affiliate" means, with respect to any Person, any other Person
directly or indirectly, through one or more intermediaries, controlling,
controlled by, or under common control with, such first Person. For the purposes
of this definition, "control" (including the terms "controlled by" and "under
common control with"), as used with respect to any Person, shall mean the
possession, directly or indirectly, of the power to direct or cause the
direction of the management



                                      A-1
<PAGE>   67

and policies of such Person, whether through the ownership of voting shares or
by contract or otherwise. Unless otherwise specified, "Affiliate" means an
Affiliate of the Borrower.

         "Agreement" means this Credit Agreement among the Borrower, the Banks
and the Administrative Agent, dated as of March 31, 2000, as the same may be
amended, modified, supplemented or restated from time to time.

         "Applicable Commitment Fee Percentage" means the percentage per annum
to be used to calculate the Commitment Fee payable to the Banks in respect of
the unused portion of the Commitments. For the period commencing on the Closing
Date and ending on the third Business Day after the Administrative Agent's
receipt of quarterly financial statements and a Compliance Certificate for the
period ending March 31, 2000, the Applicable Commitment Fee Percentage shall be
0.100 % per annum. Thereafter, the Applicable Commitment Fee Percentage shall be
determined based upon the Leverage Ratio as of the last day of the fiscal
quarter most recently ended as follows:

            Leverage                          Applicable Commitment Fee
              Ratio                                   Percentage
            --------                          -------------------------

Less than or equal to 1.25x                             0.100%

Less than or equal to 1.75x but greater                 0.125%
than 1.25x

Greater than 1.75x                                      0.150%

The ratio upon which a determination of "Applicable Commitment Fee Percentage"
is based shall be computed on the basis of the quarterly financial statements
and Compliance Certificate delivered by Borrower pursuant to Sections 5.06(a)
and (g). Changes in the Applicable Commitment Fee Percentage shall be effective
as of third Business Day after receipt by the Administrative Agent of such
financial statements and Compliance Certificate, provided that if such financial
statements and Compliance Certificate are not delivered on a timely basis, the
Applicable Commitment Fee Percentage shall be 0.150% until such financial
statements and Compliance Certificate are delivered. In the event that any
financial information provided by Borrower is subsequently determined to be
inaccurate and accurate information would have resulted in a higher Applicable
Commitment Fee Percentage, such higher Applicable Commitment Fee Percentage
shall be given effect retroactively and Borrower shall promptly pay to the
Administrative Agent for the benefit of the Banks such amount as is necessary to
give effect to such change.

         "Applicable Lending Office" means, for each Bank and for each type of
Loan, the "Lending Office" of such Bank (or of an affiliate of such Bank)
designated for such type of Loan on the signature pages hereof or such other
office of such Bank (or an affiliate of such Bank) as such Bank may from time to
time specify to the Administrative Agent and the Borrower by



                                      A-2
<PAGE>   68

written notice in accordance with the terms hereof as the office by which its
Loans of such type are to be made and maintained.

         "Applicable Margin" means the annual rate of interest to be added to
the Base Rate and the Adjusted Eurodollar Rate, as applicable, in calculating
interest payable on the Notes. For the period commencing on the Closing Date and
ending on the third Business Day after the Administrative Agent's receipt of
quarterly financial statements and a Compliance Certificate for the period
ending March 31, 2000, the Applicable Margin shall be 0% on Base Rate Loans and
0.450% on Eurodollar Rate Loans. Thereafter, the Applicable Margin shall be
determined based upon the Leverage Ratio as of the last day of the fiscal
quarter most recently ended as follows:

<TABLE>
<CAPTION>
            Leverage                      Applicable Margin for    Applicable Margin for
              Ratio                         Eurodollar Loans          Base Rate Loans
            --------                      ---------------------    ---------------------
<S>                                              <C>                      <C>

Less than or equal to 1.25x                      0.450%                   0.000%

Less than or equal to 1.75x but greater          0.550%                   0.000%
than 1.25x

Greater than 1.75x                               0.650%                   0.000%
</TABLE>

The ratio upon which a determination of "Applicable Margin" is based shall be
computed on the basis of the quarterly financial statements and Compliance
Certificate delivered by Borrower pursuant to Sections 5.06(a) and (g). Changes
in the Applicable Margin shall be effective as of third Business Day after
receipt by the Administrative Agent of such financial statements and Compliance
Certificate, provided that if such financial statements and Compliance
Certificate are not delivered on a timely basis, the Applicable Margin shall be
0% on Base Rate Loans and 0.650% on Eurodollar Rate Loans until such financial
statements and Compliance Certificate are delivered. In the event that any
financial information provided by Borrower is subsequently determined to be
inaccurate and accurate information would have resulted in a higher Applicable
Margin, such higher Applicable Margin shall be given effect retroactively and
Borrower shall promptly pay to the Administrative Agent for the benefit of the
Banks such amount as is necessary to give effect to such change.

         "Applicable Utilization Fee Percentage" means the percentage per annum
to be used to calculate the Utilization Fee payable to the Banks at any time
Loans outstanding exceed one-third of the Commitments. For the period commencing
on the Closing Date and ending on the third Business Day after the
Administrative Agent's receipt of quarterly financial statements and a
Compliance Certificate for the period ending March 31, 2000, the Applicable
Utilization Fee Percentage shall be 0.100% per annum. Thereafter, the Applicable
Utilization Fee Percentage shall be determined based upon the Leverage Ratio as
of the last day of the fiscal quarter most recently ended as follows:

            Leverage                            Applicable Utilization
              Ratio                                 Fee Percentage
            --------                            ----------------------

                                      A-3
<PAGE>   69

Less than or equal to 1.25x                             0.100%

Less than or equal to 1.75x but greater                 0.125%
than 1.25x

Greater than 1.75x                                      0.125%

The ratio upon which a determination of "Applicable Utilization Fee Percentage"
is based shall be computed on the basis of the quarterly financial statements
and Compliance Certificate delivered by Borrower pursuant to Sections 5.06(a)
and (g). Changes in the Applicable Utilization Fee Percentage shall be effective
as of third Business Day after receipt by the Administrative Agent of such
financial statements and Compliance Certificate, provided that if such financial
statements and Compliance Certificate are not delivered on a timely basis, the
Applicable Utilization Fee Percentage shall be 0.125% until such financial
statements and Compliance Certificate are delivered. In the event that any
financial information provided by Borrower is subsequently determined to be
inaccurate and accurate information would have resulted in a higher Applicable
Utilization Fee Percentage, such higher Applicable Utilization Fee Percentage
shall be given effect retroactively and Borrower shall promptly pay to the
Administrative Agent for the benefit of the Banks such amount as is necessary to
give effect to such change.

         "Bank of America" shall mean Bank of America, N.A., and its successors.

         "Banks" means the institutions indicated as Banks on the signature
pages hereof, and shall include, at such times as they shall become parties
hereto, Purchasing Banks, if any.

         "Base Rate" means, for any day, the rate per annum equal to the higher
of (a) the Federal Funds Rate for such day plus one-half of one percent (0.5%)
and (b) the Prime Rate for such day. Any change in the Base Rate due to a change
in the Prime Rate or the Federal Funds Rate shall be effective on the effective
date of such change in the Prime Rate or Federal Funds Rate.

         "Base Rate Loan" shall mean a Loan on which interest accrues based on
the Base Rate in accordance with Article I.

         "Borrower" shall have the meaning assigned to such term in the preamble
hereof.

         "Borrower Group" means the Borrower, its current Subsidiaries, and any
future Subsidiary, successor or assign of any thereof, but specifically
excluding EPIK.

         "Business Day" means any day other than Saturday, Sunday or a day on
which banks are required or authorized to be closed for business in Charlotte,
North Carolina, and, with respect to any Eurodollar Loan, means any such
Business Day on which transactions are effected in deposits of U.S. Dollars in
the relevant interbank foreign currency deposits market and on which commercial
banks are open for domestic and international business (including dealings in
Dollar deposits) in the jurisdiction in which such interbank market is located.



                                      A-4
<PAGE>   70

         "Capital Expenditure" means, for any period, expenditures (including
the aggregate amount of Capitalized Lease Obligations incurred during such
period) made by the Borrower or any of the Borrower Group to acquire or
construct fixed assets, plant and equipment (including renewals, improvements
and replacements, but excluding repairs properly chargeable to current
operations) during such period.

         "Capital Lease" means, as of any date, any lease of property, real or
personal, that would be capitalized on a balance sheet of the lessee prepared as
of such date in accordance with Generally Accepted Accounting Principles,
together with any other lease by such lessee that is in substance a financing
lease, including without limitation, any lease under which (a) such lessee has
or will have an option to purchase the property subject thereto at a nominal
amount or an amount less than a reasonable estimate of the fair market value of
such property as of the date such lease is entered into, or (b) the term of the
lease approximates or exceeds the expected useful life of the property leased
thereunder.

         "Capitalized Lease Obligations" means all obligations of the Borrower
Group under Capital Leases.

         "Capital Securities" means with respect to any Person that is (a) a
corporation, any shares of capital stock of such corporation, (b) a general or
limited partnership, any general or limited partnership interest of such
partnership, (c) a limited liability company, any stock or other membership or
ownership interests in such limited liability company, and also means any
security convertible into, or any option, warrant or other right to acquire, any
of the items described in clause (a), (b) or (c) above of such Person.

         "Change of Control" means such time as:

                  (i) any person or group (within the meaning of Section 13(d)
         or 14(d) of the Securities Exchange Act) has become, directly or
         indirectly, the beneficial owner, by way of merger, consolidation or
         otherwise, of 30% or more of the voting power of the Voting Stock of
         the Borrower on a fully-diluted basis, after giving effect to the
         conversion and exercise of all outstanding warrants, options and other
         securities of the Borrower convertible into or exercisable for Voting
         Stock of the Borrower (whether or not such securities are then
         currently convertible or exercisable); or

                  (ii) during any period of two consecutive calendar years,
         individuals who at the beginning of such period constituted the Board
         of Directors of the Borrower, together with any new members of such
         Board of Directors whose election by such Board of Directors or whose
         nomination for election by the stockholders of the Borrower was
         approved by a vote of a majority of the members of such Board of
         Directors then still in office who either were directors at the
         beginning of such period or whose election or nomination for election
         was previously so approved, cease for any reason to constitute a
         majority of the directors of the Borrower then in office.



                                      A-5
<PAGE>   71

         "Closing Date" means March 31, 2000 or such later date on which the
conditions precedent to an initial advance hereunder are satisfied.

         "Commitment" means, with respect to each Bank, the amount of the
Commitment of such Bank to make Loans as set forth opposite such Bank's name on
the signature pages hereof or on the most recent Commitment Transfer Supplement
to which it is a party, as the same may be reduced from time to time pursuant to
this Agreement.

         "Commitment Fee" shall have the meaning assigned to such term in
Section 1.05 hereof.

         "Commitment Termination Date" means the earlier to occur of (i) March
31, 2003, or such later anniversary thereof as the Commitment may have been
extended by the Banks pursuant to Section 1.18, or (ii) such earlier date and
time on which the Commitments are terminated pursuant to Section 1.05(f) or
Article VIII.

         "Commitment Transfer Supplement" means an agreement among the
Administrative Agent, a Bank, the Borrower and a Purchasing Bank providing for
the transfer of the Loans and the Commitment of such Bank (or any prior
Purchasing Bank) to a Purchasing Bank, which shall be in form and substance
satisfactory to the Borrower, the Administrative Agent, such transferring Bank
and Purchasing Bank and shall set forth the reallocations of the Commitment and
the outstanding principal amounts of the Loans by each Bank.

         "Compliance Certificate" means a certificate of the chief financial
officer of the Borrower in the form of Exhibit F hereto setting forth
computations in reasonable detail as of the date thereof of compliance with
Article VII.

         "Consolidated Group" means, as of any date, all Affiliates of the
Borrower included as of such date in the consolidated financial statements of
the Borrower.

         "Contract" means an indenture, agreement (other than this Agreement),
other contractual restriction, lease, instrument (other than the Notes),
certificate or Organizational Document.

         "Controlled Group" means (a) the controlled group of corporations as
defined in Section 1563 of the Internal Revenue Code or (b) the group of trades
or businesses under common control as defined in Section 414(c) of the Internal
Revenue Code of which the Borrower is a part or may become a part.

         "Conversion Date" means the date on which any Loan is converted from a
Base Rate Loan or a Eurodollar Loan to a Loan of a different type pursuant to
Section 1.07 hereof.

         "Default" means an Event of Default or any condition or event that with
the giving of notice or the lapse of time or both would become an Event of
Default.

         "Distribution" means (a) any payment by the Borrower or any other Group
Member to any shareholder or any other Affiliate of the Borrower or such other
Group Member or to any other



                                      A-6
<PAGE>   72

Person whether in respect of an equity interest in the Borrower or such other
Group Member or in respect of Indebtedness owed by the Borrower or such other
Group Member to such shareholder, Affiliate or other Person or otherwise, (b)
any direct or indirect payment by the Borrower or any other Group Member on or
with respect to Capital Securities of the Borrower or such other Group Member,
(c) any purchase or other retirement by the Borrower or any other Group Member
of Capital Securities of the Borrower or any other Group Member, (d) the
declaration or payment of any dividend on or in respect of any Capital
Securities or evidence of equity interest of the Borrower or any other Group
Member, other than dividends payable solely in additional Capital Securities of
the Person involved, and (e) any other distribution on or in respect of any
Capital Securities or evidence of equity interest of the Borrower or any other
Group Member.

         "Dollars" and the sign "$" shall refer to lawful currency of the United
States of America.

         "Eligible Assignee" means (i) a Bank; (ii) an affiliate of a Bank; and
(iii) any other Persons approved by the Administrative Agent and, unless an
Event of Default has occurred and is continuing at the time any assignment is
effected in accordance with Section 10.12, the Borrower, such approvals not to
be unreasonably withheld or delayed and such approval to be deemed given by the
Borrower if no objection is received by the assigning Bank and the
Administrative Agent from the Borrower within two Business Days after notice of
such proposed assignment has been provided by the assigning Bank to the
Borrower; provided, however, that neither the Borrower nor an Affiliate of the
Borrower shall qualify as an Eligible Assignee.

         "Environmental Laws" means all laws relating to Hazardous Waste
disposal, Toxic Substances, or environmental conservation.

         "EPIK" shall mean EPIK Communications Incorporated, a Florida
corporation formerly known as FEC Telecom.

         "EPIK Capitalization Plan" means the issuance of debt and/or equity
securities by EPIK to the Borrower in exchange for contributions of cash by the
Borrower and/or telecommunications assets of the Borrower Group.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, together with all regulations and official rulings and interpretations
issued pursuant thereto.

         "ERISA Affiliate" means any corporation or trade or business which is a
member of the same Controlled Group.

         "Eurodollar Loan" means a Loan that bears interest at rates based upon
the Adjusted Eurodollar Rate in accordance with Article I.

         "Eurodollar Rate" means, for any Eurodollar Loan for any Interest
Period therefor, the rate per annum (rounded upwards, if necessary, to the
nearest 1/100 of 1%) appearing on Telerate Page 3750 (or any successor page) as
the London interbank offered rate for deposits in Dollars at



                                      A-7
<PAGE>   73

approximately 11:00 a.m. (London time) two Business Days prior to the first day
of such Interest Period for a term comparable to such Interest Period. If for
any reason such rate is not available, the term "Eurodollar Rate" shall mean,
for any Eurodollar Loan for any Interest Period therefor, the rate per annum
(rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on Reuters
Screen LIBO Page as the London interbank offered rate for deposits in Dollars at
approximately 11:00 a.m. (London time) two Business Days prior to the first day
of such Interest Period for a term comparable to such Interest Period; provided,
however, if more than one rate is specified on Reuters Screen LIBO Page, the
applicable rate shall be the arithmetic mean of all such rates (rounded upwards,
if necessary, to the nearest 1/100 of 1%).

         "Event of Default" shall have the meaning assigned to such term in
Article VIII.

         "Extension Request" shall have the meaning assigned to such term in
Section 1.18.

         "FECR" means Florida East Coast Railway Company, a Florida corporation.

         "Federal Funds Rate" means, for any day, the rate per annum (rounded
upwards, if necessary, to the nearest 1/100 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 on such day, as published by
the Federal Reserve Bank of New York on the Business Day next succeeding such
day; provided that (a) if such day is not a Business Day, the Federal Funds Rate
for such day shall be such rate on such transactions on the next preceding
Business Day as so published on the next succeeding Business Day, and (b) if no
such rate is so published on such next succeeding Business Day, the Federal
Funds Rate for such day shall be the average rate charged to the Administrative
Agent (in its individual capacity) on such day on such transactions as
determined by the Administrative Agent.

         "Federal Reserve Board" means the Board of Governors of the Federal
Reserve System and any successor agency.

         "Fixed Charge Coverage Ratio" shall mean, at any date, the ratio of (a)
Group EBITDA for the four fiscal quarters ending on such date, to (b) the sum
for the four fiscal quarters ending on such date of (i) scheduled payments of
principal of Group Funded Debt during such quarters, including a putative annual
principal payment with respect to the Loans under this Agreement in an amount
equal to one-fifth of the outstanding Loans as of such date, plus (ii) Group
Interest Expense, provided, however, that Group Interest Expense shall exclude
any Group Interest Expense from any particular project of GCC the non-recourse,
project-secured obligations of which are excluded from Group Funded Debt, plus,
(iii) the amount of ordinary dividends and distributions paid in cash by the
Borrower Group (other than any such dividend or distribution payments made to
the Borrower Group) during such calculation period, in each case determined for
the Borrower Group on a consolidated basis in accordance with Generally Accepted
Accounting Principles; plus (iv) Group Income Tax Expense paid in cash by the
Borrower Group during such quarters, plus, (v) the amount of Capital
Expenditures during such quarters required to sustain (but not expand) the
ongoing operations of the Borrower Group.



                                      A-8
<PAGE>   74

         "Foreign Bank" shall mean any Bank that is organized under the laws of
a jurisdiction other than that of the Borrower. For purposes of this definition,
the United States of America or any State thereof or the District of Columbia
shall constitute one jurisdiction.

         "FRA" means the Federal Railroad Administration or any successor agency
thereto.

         "Generally Accepted Accounting Principles" means those generally
accepted accounting principles and practices that are recognized as such by the
American Institute of Certified Public Accountants acting through its Accounting
Principles Board or by the Financial Accounting Standards Board or through other
appropriate boards or committees thereof and that are consistently applied for
all periods after the date of the most recent balance sheet of the Borrower
referred to in Section 5.06 so as to properly reflect the financial condition,
and the results of operations and cash flows, of the Consolidated Group, except
that any accounting principle or practice required to be changed by the
Accounting Principles Board or Financial Accounting Standards Board (or other
appropriate board or committee of such Boards) in order to continue as a
generally accepted accounting principle or practice may so be changed. In the
event of a change in Generally Accepted Accounting Principles, the Banks and the
Borrower will thereafter negotiate in good faith to revise any covenants of this
Agreement affected by such change in order to make such covenants consistent
with Generally Accepted Accounting Principles then in effect, and until such
negotiations are complete, Borrower's compliance with the terms and conditions
of this Agreement shall be determined solely with reference to Generally
Accepted Accounting Principles in effect before such change.

         "GCC" means Gran Central Corporation, a Florida corporation.

         "Governmental Acts" shall have the meaning assigned to such term in
Section 1.20(g).

         "Governmental Authority" means (a) with respect to the Borrower and the
other Group Members, any government (or any political unit thereof), court,
bureau, agency or other governmental authority having or claiming jurisdiction
over the Borrower or other Group Member or any of their respective businesses,
operations or properties and (b) with respect to the Administrative Agent, the
Banks and their Affiliates, the Federal Reserve Board, the Comptroller of the
Currency, any state banking regulator or any other government (or any political
unit thereof), court, bureau, agency or other governmental authority having or
claiming jurisdiction over the Administrative Agent, such Bank or their
Affiliates or any of their respective businesses, operations or properties.

         "Group EBITDA" means, for any fiscal period of the Borrower, the sum
(without duplication) of (i) Group Net Income for such period, plus (ii) the
Group Income Tax Expense deducted in determining such Group Net Income, plus
(iii) the Group Interest Expense deducted in determining such Group Net Income,
plus (iv) the aggregate amount of depreciation expense and amortization expense
for such period to the extent deducted in determining Group Net Income,
determined on a consolidated basis for the Borrower Group in accordance with
Generally Accepted Accounting Principles, provided however that Group EBITDA
shall exclude any



                                      A-9
<PAGE>   75

positive EBITDA from any particular project of GCC the non-recourse,
project-secured obligations of which are excluded from Group Funded Debt.

         "Group Funded Debt" means all Indebtedness of the Borrower Group
including, but not limited to: (a) promissory notes and loans payable, (b)
Capital Lease Obligations, (c) long term debt and bonds (excluding defeased
obligations), (d) all contingent liability under letters of credit, and (e) all
contingent liability under guaranties issued by any Group Member to any Person
who is not a Group Member, including guaranties by the Borrower of Indebtedness
of EPIK; but excludes: (x) non-recourse, project-secured obligations of GCC so
long as the cash flow from that particular project is excluded from the
calculation of Group EBITDA and (y) any non-recourse debt of EPIK, as long as
EPIK does not become a member of the Borrower Group; minus all unrestricted,
unpledged marketable securities of the Group Members in excess of $5,000,000.

         "Group Interest Expense" means, for any period, interest expense for
such period (including, without limitation, the interest component of payments
under Capital Leases), determined for the Borrower Group on a consolidated basis
in accordance with Generally Accepted Accounting Principles.

         "Group Income Tax Expense" means, for any period, the income tax
expense of the Borrower Group for such period, determined on a consolidated
basis in accordance with Generally Accepted Accounting Principles.

         "Group Member" means each member of the Borrower Group.

         "Group Net Income" means, for any period, the consolidated net income
of the Borrower Group for such period (taken as a cumulative whole), provided
that there shall be excluded: (a) any net income of a member of the Borrower
Group to the extent that the declaration or payment of dividends or similar
distributions by that member is not at the time permitted by operation of the
terms of any contract or applicable law; (b) any net income (or net loss) of any
Person (other than a member of the Borrower Group) in which any member of the
Borrower Group has an ownership interest, except to the extent that any such
income has actually been received by such member in the form of cash dividends
or similar distributions; (c) any net gains or losses on the sale or other
disposition, not in the ordinary course of business, of investments and other
capital assets, provided that there shall also be excluded any related charges
for taxes thereon; (d) any net gain arising from the collection of the proceeds
of any insurance policy; (e) any write-up of any asset; (f) any net gains
resulting from the defeasance of any Indebtedness; and (g) any extraordinary
gains or losses.

         "Group Net Worth" means, at any date, all amounts which is included
under stockholder's equity on the consolidated balance sheet of the Borrower
Group at such time; provided, that, in any event, such amounts are to be net of
amounts carried on the consolidated financial statements of the Borrower Group
for (a) net losses, (b) any writeup in the book value of any assets of the
Borrower Group resulting from a revaluation thereof subsequent to the date of
this Agreement,



                                      A-10
<PAGE>   76

(c) treasury stock, (d) unamortized debt discount expense, (e) any cost of
investments in excess of the fair market value of net assets acquired at the
time of acquisition by any member of the Borrower Group, and (f) patents, patent
applications, copyrights, trademarks, tradenames, experimental or organizational
expenses and other like intangibles.

         "Guaranty" of any Person means any contract, agreement or understanding
of such Person pursuant to which such Person provides for the payment of any
Indebtedness of any other Person (the "Primary Obligor") or otherwise
protecting, or having the practical effect of protecting, the holder of such
Indebtedness against loss, in any manner, whether directly or indirectly,
contingent or otherwise, including without limitation agreements: (a) to
purchase such Indebtedness or any property constituting security therefor, (b)
to advance or supply funds (i) for the purchase or payment of such Indebtedness,
or (ii) to maintain net worth or working capital or other balance sheet
conditions, or otherwise to advance or make available funds for the purchase or
payment of such Indebtedness, (c) to purchase property, securities or service
primarily for the purpose of assuring the holder of such Indebtedness of the
ability of the Primary Obligor to make payment of the Indebtedness, or (d)
otherwise to assure the holder of the Indebtedness of the Primary Obligor
against loss in respect thereof.

         "Guaranty Agreement" shall have the meaning assigned to such term in
Section 2.02 hereof.

         "Hazardous Wastes" means all waste materials subject to regulation or
defined as such under the Comprehensive Environmental Response, Compensation,
and Liability Act as modified by the Superfund Amendments and Reauthorization
Act of 1986, the Resource Conservation and Recovery Act, the Clean Air Act, the
Federal Water Pollution Control Act, the Toxic Substance Control Act, or any
applicable state law and any other applicable federal, state or local laws and
their regulations now in force or hereafter enacted relating to hazardous waste
disposal or environmental conservation.

         "Indebtedness" means, with respect to any Person and without
duplication: (a) all obligations of such Person for borrowed money or the
deferred purchase price of goods or services (except trade payables in the
ordinary course of business); (b) all obligations of such Person in respect of
any Guaranty (other than endorsements of checks for deposit in the ordinary
course of business), (c) all obligations of such Person in respect of any
Capital Lease, (d) all obligations, indebtedness and liabilities, including any
refinancings thereof, secured by any lien or any security interest on any
property or assets of such Person, and (e) all Mandatorily Redeemable Securities
of such Person valued in accordance with Generally Accepted Accounting
Principles.

         "Indemnified Party" shall have the meaning assigned to such term in
Section 10.03(b) hereof.

         "Insufficiency" shall mean, with respect to any Plan, the amount, if
any, of its unfunded benefit liabilities, as defined in Section 4001(a)(18) of
ERISA.



                                      A-11
<PAGE>   77

         "Interest Payment Date" means (a) with respect to each Eurodollar Loan,
the last day of each Interest Period for such Loan and, with respect to each
Eurodollar Loan for which the Interest Period is longer than 3 months, the
numerically corresponding day (or, if there is no numerically corresponding day,
on the last day) in each of the calendar months during the Interest Period that
is 3 or 6 months after commencement of the Interest Period for such Eurodollar
Loan and (b) with respect to each Base Rate Loan, the last day of each calendar
quarter and the Commitment Termination Date.

         "Interest Period" means, as to any Eurodollar Loan, the period
commencing on the date of such Eurodollar Loan or continuation thereof and
ending on the numerically corresponding day (or, if there is no numerically
corresponding day, on the last day) in the calendar month that is 1, 2, 3 or 6
months thereafter, as the Borrower may elect; provided, however, that (x) if any
Interest Period would end on a day that is not a Business Day, such Interest
Period shall be extended to the next succeeding Business Day unless, with
respect to Eurodollar Loans only, such next succeeding Business Day would fall
in the next calendar month, in which case such Interest Period shall end on the
next preceding Business Day and (y) no Interest Period with respect to any Loan
shall end later than the Commitment Termination Date

         "Internal Revenue Code" means the Internal Revenue Code of 1986, as
amended, and all regulations and official rulings and interpretations thereunder
or thereof.

         "ISP98" shall have the meaning assigned to such term in Section
1.20(f).

         "Issuing Bank" means Bank of America in its capacity as Issuing Bank
herein.

         "Legal Requirement" means any requirement imposed upon any Bank by any
law of the United States of America or any other jurisdiction exercising or
claiming authority over such Bank, including without limitation, any regulation,
order, interpretation, ruling or official directive (whether or not having the
force of law) of the Federal Reserve Board, the Federal Deposit Insurance
Corporation (or any successor agency), or any other board or governmental or
administrative agency of the United States of America or such other
jurisdiction.

         "Letter of Credit" means any Letter of Credit issued hereunder by Bank
of America for the account of the Borrower or other Group Member pursuant to
this Agreement.

         "Leverage Ratio" means, at any time, the ratio of (a) Group Funded Debt
at such time to (b) Group EBITDA for the four quarters ending as of such time.

         "Lien" means any lien, mortgage, security interest, tax lien,
attachment, levy, charge, pledge, encumbrance, conditional sale or title
retention arrangement, or any other interest in property or assets (or the
income or profits therefrom) designed to secure the repayment of Indebtedness,
whether consensual or nonconsensual and whether arising by agreement or under
any statute or law, or otherwise.



                                      A-12
<PAGE>   78

         "Loan" means an amount advanced pursuant to Section 1.01 and a Loan of
a "type" means a Loan that bears, or is to bear, as the context may require,
interest based on the Base Rate or Adjusted Eurodollar Rate.

         "Loan Documents" means this Agreement, the Notes, the Guaranty
Agreement and any other document now or hereafter executed or delivered in
connection with this Agreement or the Obligations, including, without
limitation, any life insurance assignment, pledge agreement, security agreement,
financing statement, deed of trust, mortgage, promissory note, Rate Hedging
Agreement or subordination agreement (including any renewals, extensions and
refundings thereof and any modifications, supplements and amendments thereto and
substitutes therefor), each of which shall be in form and substance satisfactory
to the Banks.

         "Loans" means Loans made pursuant to Section 1.01.

         "LOC Documents" means the documents reasonably required from time to
time by the Issuing Bank in connection with the issuance of Letters of Credit
requested pursuant to Section 1.02(c) of the Agreement, including its standard
letter of credit application, reimbursement agreement and other documents.

         "LOC Obligations" means all indebtedness, liabilities and obligation of
the Borrower with respect to Letters of Credit issued by the Issuing Bank.

         "Majority Banks" means, as of any date, Banks holding more than 50% of
the aggregate Commitments of all Banks.

         "Mandatorily Redeemable Securities" means, as applied to a Person, any
of such Person's Capital Securities or debt to the extent that it is redeemable,
payable or required to be purchased or otherwise retired or extinguished (a) at
a fixed or determinable date, whether by operation of a sinking fund or
otherwise, (b) at the option of any Person other than such Person or (c) upon
the occurrence of a condition not solely within the control of such Person, such
as a redemption required to be made out of future earnings.

         "Margin Stock" means "margin stock" as defined in Regulation U.

         "Material Adverse Effect" means any material adverse effect upon (a)
the validity, performance or enforceability of any Loan Document, (b) the
financial condition or business operations or prospects of the Borrower Group
taken as a whole or FECR, or (c) the ability of the Borrower and other Group
Members to fulfill their obligations under the Loan Documents.

         "Maximum Permitted Rate" means, with respect to interest payable on any
amount, the rate of interest on such amount that, if exceeded could, under
applicable law, result in (a) civil or criminal penalties being imposed on any
Bank or (b) any Bank's being unable to enforce payment of (or if collected, to
retain) all or part of such amount or the interest payable thereon.



                                      A-13
<PAGE>   79

         "Multiemployer Plan" shall mean a "multiemployer plan" (as defined in
Section 4001(a)(3) of ERISA) to which the Borrower, any Group Member or any
ERISA Affiliate is or has been obligated to contribute.

         "Non-Extending Bank" shall have the meaning assigned to such term in
Section 1.18 hereof.

         "Notes" means the Revolving Notes and the Swingline Notes, individually
or collectively as the context may require.

         "Obligations" means all indebtedness, liabilities and obligations,
including obligations arising under Rate Hedging Agreements of the Borrower to
any of the Administrative Agent and the Banks, whether now existing or hereafter
arising, direct or indirect, fixed or contingent, secured or unsecured, matured
or unmatured, joint, several or joint and several, arising out of or in
connection with this Agreement, the Notes, the Loans, or any other Loan Document
or other document executed or delivered in connection with this Agreement or the
Loans.

         "Organizational Documents" means the fundamental organizational and
governing documents of a Person and includes, without limitation, (a) in the
case of a corporation, its articles of incorporation and other charter
documents, bylaws and agreements among stockholders, (b) in the case of a
partnership, its certificate of partnership, partnership agreement and other
agreements among partners and (c) in the case of a limited liability company,
its articles of organization, operating agreement and other agreements among
members.

         "Participation Fee" shall have the meaning given to such term in
Section 1.05 hereof.

         "PBGC" means the Pension Benefit Guaranty Corporation and any successor
agency.

         "Percentage" means, with respect to each Bank, the percentage set forth
opposite the name of such Bank on the signature pages hereof or on the most
recently executed Commitment Transfer Supplement to which such Bank is a party.

         "Permitted Liens" shall mean the Liens permitted pursuant to the
provisions of Section 6.01.

         "Permitted Restrictive Covenants" means (a) any covenant or restriction
contained in this Agreement, (b) any covenant or restriction binding upon any
Person at the time such Person becomes a Subsidiary of a Group Member if the
same is not created in contemplation thereof, (c) any covenant or restriction of
the type contained in Section 6.01 that is contained in any Contract evidencing
or providing for the creation of or concerning purchase money Indebtedness
permitted pursuant to Section 6.01, (d) any covenant or restriction contained in
any Contract listed on Schedule 4.18, and (e) any covenant or restriction that
(i) is not more burdensome than an existing Permitted Restrictive Covenant that
is such by virtue of clause (b), (c) or (e), (ii) is contained in a Contract
constituting a renewal, extension or replacement of the Contract in which



                                      A-14
<PAGE>   80

such existing Permitted Restrictive Covenant is contained and (iii) is binding
only on the Person or Persons bound by such existing Permitted Restrictive
Covenant.

         "Person" shall include an individual, a sole proprietorship, a
corporation, a joint venture, a general or limited partnership, a trust, an
unincorporated organization, a mutual company, a joint stock company, an estate,
a union, an employee organization or a Governmental Authority.

         "Plan" means an employee benefit plan as defined in Section 3(3) of
ERISA, or other plan maintained by the Borrower or any other Group Member for
employees of the Borrower and/or the other Group Members, including those plans
covered by Title IV of ERISA, or subject to the minimum funding standards under
Section 412 of the Internal Revenue Code, and every other employee benefit
arrangement not subject to ERISA, including but not limited to, those
arrangements providing profit-sharing, stock bonus, stock option, executive
compensation, deferred compensation, severance, hospitalization, medical,
dental, disability or life insurance benefits.

         "Prime Rate" means the per annum rate of interest established from time
to time by Bank of America as its prime rate, which rate may not be the lowest
rate of interest charged by Bank of America to its customers.

         "Prohibited Transaction" means a transaction that is prohibited under
Internal Revenue Code Section 4975 or ERISA Section 406 and not exempt under
Internal Revenue Code Section 4975 or ERISA Section 408.

         "Property" shall have the meaning assigned to such term in Section
5.02(c) hereof.

         "Purchasing Bank" shall have the meaning assigned to such term in
Section 10.12 hereof.

         "Rate Hedging Agreement" shall mean any and all agreements,
arrangements, devices and instruments designed or intended to protect at least
one of the parties thereto from the fluctuations of interest rates or forward
rates applicable to such party's assets, liabilities or exchange transactions,
including without limitation dollar-denominated or cross currency interest rate
exchange agreements, forward currency exchange agreements, interest rate cap or
collar protection agreements, forward rate currency or interest rate options,
puts and warrants and so-called "interest rate swap" agreements; and any and all
cancellations, buy-backs, reversals, terminations or assignments of any of the
foregoing.

         "Register" shall have the meaning assigned to such term in Section
10.12(b).

         "Regulations D, U and X" means Regulations D, U and X of the Federal
Reserve Board, as the same is from time to time in effect, and all official
rulings thereunder or thereof.

         "Regulatory Change" means (a) any new, or any change in any existing,
law, regulation, interpretation, directive or request (whether or not having the
force of law) or (b) any change in the administration or enforcement of any such
applicable law, regulation, interpretation, directive



                                      A-15
<PAGE>   81

or request that becomes effective after the date of this Agreement, whether as a
result of an enactment or determination of a Governmental Authority, or
otherwise.

         "Remedial Work" shall have the meaning assigned to such term in Section
5.02(c)(iv).

         "Repayment Date" means the later of (a) the Commitment Termination Date
or the reduction to zero of the Commitments, whichever first occurs and (b) the
payment in full of the Loans and all other amounts payable hereunder.

         "Reportable Event" shall have the meaning assigned to such term in
Title IV of ERISA.

         "Reserve Requirement" means, at any time, the maximum rate at which
reserves (including, without limitation, any marginal, special, supplemental, or
emergency reserves) are required to be maintained under regulations issued from
time to time by the Board of Governors of the Federal Reserve System (or any
successor) by member banks of the Federal Reserve System against "Eurocurrency
liabilities" (as such term is used in Regulation D). Without limiting the effect
of the foregoing, the Reserve Requirement shall reflect any other reserves
required to be maintained by such member banks with respect to (i) any category
of liabilities which includes deposits by reference to which the Adjusted
Eurodollar Rate is to be determined, or (ii) any category of extensions of
credit or other assets which include Eurodollar Loans. The Adjusted Eurodollar
Rate shall be adjusted automatically on and as of the effective date of any
change in the Reserve Requirement.

         "Revolving Loans" shall have the meaning assigned to such term in
Section 1.01 hereof.

         "Revolving Notes" means the promissory notes executed by the Borrower
and delivered to the Banks to evidence the Revolving Loans pursuant to Section
1.03(a) of this Agreement, together with any renewals, extensions, replacements
or modifications thereof.

         "Securities Exchange Act" shall mean the Securities Exchange Act of
1934, as amended from time to time, and any successor statute thereto.

         "Solvent" means, with respect to any Person on a particular date, that
on such date (a) the fair value of the property of such Person is greater than
the total amount of liabilities, including, without limitation, contingent
liabilities, of such Person, (b) the amount that will be required to pay the
probable liabilities of such Person on its debts as they become absolute and
matured will not be greater than the fair salable value of the assets of such
Person at such time, (c) such Person is able to pay its debts and other
liabilities, contingent obligations and other commitments as they mature in the
normal course of business, (d) such Person does not intend to, and does not
believe that it will, incur debts or liabilities beyond such Person's ability to
pay as such debts and liabilities mature, and (e) such Person is not engaged in
business or a transaction, and is not about to engage in business or a
transaction, for which such Person's property would constitute unreasonably
small capital after giving due consideration to prevailing practices in the
industry in which such Person is engaged. In computing the amount of any
contingent liability at any time, it



                                      A-16
<PAGE>   82

is intended that such liability will be computed at the amount which, in light
of all the facts and circumstances existing at such time, represents the amount
that might reasonably be expected to become an actual or matured liability.

          "St. Joe Management Agreement" means the Management Agreement between
GCC and The St. Joe Company dated January 1, 1998, and the Master Agreement
between GCC and The St. Joe Company dated October 26, 1999, as each is in effect
on the date hereof, and all exhibits thereto.

         "St. Joe Recapitalization Agreement" means the Distribution and
Recapitalization Agreement between the Borrower and The St. Joe Company dated
October 26, 1999, as in effect on the date hereof and as of the date of the
distribution described in such Agreement.

         "State Official" means, with respect to any Person, the Secretary of
State or other appropriate official of the jurisdiction in which such Person was
incorporated or organized who is authorized to certify official records of such
Person on file in such jurisdiction.

         "STB" means the Surface Transportation Board of the U.S. Department of
Transportation or any successor agency thereto.

         "Subsidiary" means, with respect to any Person, any other Person fifty
percent (50%) or more of the outstanding Capital Securities of each class of
which is owned or controlled, directly or indirectly, by such first Person and
its Affiliates.

         "Swingline Bank" means Bank of America in its capacity as Swingline
Bank herein.

         "Swingline Loan Request" has the meaning set forth in Section 1.02(b).

         "Swingline Loans" shall have the meaning assigned to such term in
Section 1.01(b) hereof.

         "Swingline Notes" means the promissory note executed by the Borrower
and delivered to the Swingline Bank pursuant to Section 1.03(b) of this
Agreement, together with any renewals, extensions, replacements or modifications
thereof.

         "Tax" means, in relation to any Loan, any federal, state, local or
foreign tax, levy, impost, duty, deduction, withholding or other charge of
whatever nature required by any Legal Requirement (a) to be paid by the Banks or
(b) to be withheld or deducted from any payment otherwise required hereby to be
made by the Borrower to the Banks; provided, however, that the term "Tax" shall
not include any taxes imposed upon the net income of the Banks.

         "Telerate Screen Page 3750" means the "British Bankers Association
LIBOR Rates" shown on page 3750 of the Telerate System Incorporated Service.

         "Toxic Substances" means and includes any materials present on the
Property which have been shown to have significant adverse effects on human
health or which are subject to regulation



                                      A-17
<PAGE>   83

under the Toxic Substances Control Act, applicable state law, or any other
applicable federal, state or local laws now in force or hereafter enacted
relating to toxic substances. "Toxic Substances" includes, but is not limited
to, asbestos, polychlorinated biphenyls ("PCBs"), petroleum products, and
lead-based paints.

         "Traffic Summary" means a traffic summary report prepared by the
Borrower with respect to the railroad business of the Borrower Group in the form
of Exhibit G.

         "UCP" shall have the meaning assigned to such term in Section 1.20(g).

         "Utilization Fee" shall have the meaning assigned to such term in
Section 1.05 hereof.

         "Voting Stock" shall mean, at any time, all classes of capital stock of
Borrower then outstanding and entitled to vote in the election of directors.

         "Withdrawal Liability" shall have the meaning given such term under
Part 1 of Subtitle E of the Title IV of ERISA.


                                      A-18

<PAGE>   84

                                                                     EXHIBIT B-1
                            [Form of Revolving Note]
$____________                                                      [City, State]
                                                                  March 31, 2000

         FOR VALUE RECEIVED, FLORIDA EAST COAST INDUSTRIES, INC., a Florida
corporation (the "Borrower"), hereby promises to pay to the order of
__________________ (the "Bank"), at the office of BANK OF AMERICA, N.A., as
Administrative Agent (the "Administrative Agent"), at 100 North Tryon Street,
Charlotte, North Carolina 28255, on the dates provided in the Credit Agreement
(the "Credit Agreement") dated as of March 31, 2000, among the Borrower, the
Banks listed therein, Bank Of America, N.A., as Administrative Agent for the
Banks, and as Swingline Bank and Letter of Credit Issuing Bank, First Union
National Bank, as Syndication Agent, and SunTrust Bank, as Documentation Agent
for the Banks, but in no event later than the Commitment Termination Date as
defined in the Credit Agreement, in lawful money of the United States of
America, in immediately available funds, the principal amount of
_______________________ Dollars ($___________ ) or, if less than such principal
amount, the aggregate unpaid principal amount of the Revolving Loans (as defined
in the Credit Agreement) made by the Bank to the Borrower pursuant to the Credit
Agreement, and to pay interest from the date hereof on the unpaid principal
amount hereof, in like money, at said office, on the dates and at the rates
selected in accordance with Article I of the Credit Agreement.

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

         The Borrower hereby waives diligence, presentment, demand, protest and
notice of any kind whatsoever. The nonexercise by the holder of any of its
rights hereunder in any particular instance shall not constitute a waiver
thereof in that or any subsequent instance.

         All borrowings evidenced by this Note and all payments and prepayments
of the principal hereof and interest hereon and the respective dates thereof
shall be evidenced by the books and records of the Administrative Agent.

         This Note is one of the Revolving Notes referred to in the Credit
Agreement which, among other things, contains provisions for the acceleration of
the maturity hereof upon the happening of certain events, for optional
prepayment of the principal hereof prior to the maturity thereof and for the
amendment or waiver of certain provisions of the Credit Agreement, all upon the
terms and conditions therein specified. This Note shall be construed in
accordance with and governed by the laws of the State of New York(including,
without limitation, Sections 5-1401 and 5-1402 of the New York General
Obligations Law), but excluding, to the fullest extent permitted by applicable
law, all other choice of law and conflict of law rules.

                                            FLORIDA EAST COAST INDUSTRIES, INC.
                                            By _________________________________
                                            Title

                                      B-1
<PAGE>   85

                                                                     EXHIBIT B-2
                            [Form of Swingline Note]
$5,000,000                                                         [City, State]
                                                                  March 31, 2000

         FOR VALUE RECEIVED, FLORIDA EAST COAST INDUSTRIES, INC., a Florida
corporation (the "Borrower"), hereby promises to pay to the order of BANK OF
AMERICA, N.A. (the "Bank"), at the office of BANK OF AMERICA, N.A., as
Administrative Agent (the "Administrative Agent"), at 100 North Tryon Street,
Charlotte, North Carolina 28255, on the dates provided in the Credit Agreement
(the "Credit Agreement") dated as of March 31, 2000, among the Borrower, the
Banks listed therein, Bank Of America, N.A., , as Administrative Agent for the
Banks, and as Swingline Bank and Letter of Credit Issuing Bank, First Union
National Bank, as Syndication Agent, and SunTrust Bank, as Documentation Agent
for the Banks, but in no event later than the Commitment Termination Date as
defined in the Credit Agreement, in lawful money of the United States of
America, in immediately available funds, the principal amount of FIVE MILLION
DOLLARS ($5,000,000) or, if less than such principal amount, the aggregate
unpaid principal amount of the Swingline Loans (as defined in the Credit
Agreement) made by the Bank to the Borrower pursuant to the Credit Agreement,
and to pay interest from the date hereof on the unpaid principal amount hereof,
in like money, at said office, on the dates and at the rates selected in
accordance with Article I of the Credit Agreement.

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

         The Borrower hereby waives diligence, presentment, demand, protest and
notice of any kind whatsoever. The nonexercise by the holder of any of its
rights hereunder in any particular instance shall not constitute a waiver
thereof in that or any subsequent instance.

         All borrowings evidenced by this Note and all payments and prepayments
of the principal hereof and interest hereon and the respective dates thereof
shall be evidenced by the books and records of the Administrative Agent.

         This Note is the Swingline Note referred to in the Credit Agreement
which, among other things, contains provisions for the acceleration of the
maturity hereof upon the happening of certain events, for optional prepayment of
the principal hereof prior to the maturity thereof and for the amendment or
waiver of certain provisions of the Credit Agreement, all upon the terms and
conditions therein specified. This Note shall be construed in accordance with
and governed by the laws of the State of New York(including, without limitation,
Sections 5-1401 and 5-1402 of the New York General Obligations Law), but
excluding, to the fullest extent permitted by applicable law, all other choice
of law and conflict of law rules.

                                          FLORIDA EAST COAST INDUSTRIES, INC.
                                          By ___________________________________
                                          Title:


                                      B-2
<PAGE>   86

                                    EXHIBIT C

                               GUARANTY AGREEMENT

         This GUARANTY AGREEMENT, dated as of March ___, 2000, made by the
undersigned (collectively, the "Guarantors", and each a "Guarantor"), to BANK OF
AMERICA, N.A., a national banking association, as agent (in such capacity, the
"Agent") for the Banks (the "Banks") under the Credit Agreement (as defined
below), recites and provides as follows:

                                    RECITALS

         WHEREAS, pursuant to that certain Credit Agreement dated as of March
31, 2000, among Florida East Coast Industries, Inc., a Florida corporation (the
"Borrower"), the Banks listed therein (collectively, the "Banks"), Bank of
America, N.A., as Administrative Agent for the Banks, and as Swingline Bank and
Letter of Credit Issuing Bank, First Union National Bank, as Syndication Agent,
and SunTrust Bank, as Documentation Agent for the Banks (as the same may from
time to time be amended, supplemented or otherwise modified, the "Credit
Agreement"), the Banks have agreed to make revolving credit loans to the
Borrower in the maximum aggregate principal amount of $200,000,000 (the
"Loans"), such Loans to be evidenced by Promissory Notes, dated as of March 31,
2000, all as provided in the Credit Agreement (each hereinafter as the same may
from time to time be amended, extended or otherwise modified, called a "Note",
and collectively and together with all other promissory notes executed by the
Borrower pursuant to Section 1.03 of the Credit Agreement and all renewals,
extensions, replacements or modifications thereof, the "Notes") (except as
otherwise defined herein, capitalized terms used herein shall have their
meanings set forth in the Credit Agreement); and

         WHEREAS, each of the Guarantors operates a business similar to or
relating to the business of the Borrower and will receive benefits from the
Credit Agreement and Loans; and

         WHEREAS, the Banks are unwilling to make the Loans without obtaining
the unconditional guaranties of the Guarantors;

         NOW, THEREFORE, in consideration of the foregoing and in further
consideration of the anticipated benefits to the Guarantors by virtue of their
relationship to the Borrower and to induce the Banks to make the Loans, the
Guarantors hereby jointly and severally covenant and agree as follows:

                                    ARTICLE I
                                    Guaranty

         Section 1.1. Guaranteed Payments. The Guarantors hereby jointly and
severally guarantee to the Agent and the Banks, for the benefit of any present
or future holder of the Notes, the full and prompt payment of the following
(hereinafter referred to collectively as "Guaranteed Payments"): (a) the
principal of the Notes when and as the same shall become due (whether at
maturity, by acceleration or call for prepayment or otherwise), (b) the interest
on the Notes when



                                      C-1
<PAGE>   87

and as the same shall become due, and (c) the Obligations and all other
obligations and indebtedness of any and every kind and nature now or hereafter
owing or arising under or pursuant to the Credit Agreement and the other Loan
Documents.

         Section 1.2. Term of Guaranty. This Guaranty shall be a continuing,
absolute and unconditional Guaranty and shall remain in full force and effect
until all Guaranteed Payments are made in full by the Borrower or the
Guarantors, as the case may be. Notwithstanding the fact that the Guaranteed
Payments may have been paid in full and this Guaranty may have been returned to
the Guarantors, the Guarantors' obligations hereunder shall continue in full
force and effect with respect to any amounts that any of the Banks may ever be
required to repay under any bankruptcy or insolvency laws.

         Section 1.3. Guaranty of Payment. This is a guaranty of payment and not
of collection, and the Guarantors expressly waive any right to require that any
action be brought against the Borrower or any other guarantor of the Notes or
the Loans or to require that resort be had to any collateral. If the Borrower
shall fail to make any Guaranteed Payment when and as the same becomes due
(whether at maturity, by acceleration or call for prepayment or otherwise), the
Guarantors, upon demand, without notice other than such demand and without the
necessity of further action by the Agent or the Banks, shall promptly and fully
make such payment. The Guarantors shall pay all reasonable costs and expenses,
including reasonable counsel fees and expenses, paid or incurred by the Agent
and the Banks, in connection with the enforcement of the obligation of the
Borrower to make any Guaranteed Payment or the enforcement of the obligations of
the Guarantors hereunder. All payments by the Guarantors shall be made in lawful
money of the United States of America. Each default in any Guaranteed Payment
shall give rise to a separate cause of action hereunder, and separate suits may
be brought hereunder as each cause of action arises.

         Section 1.4. Obligations Unconditional. The obligations of the
Guarantors hereunder shall not be impaired, modified, released or limited by any
occurrence or condition whatsoever, including without limitation (a) any
compromise, settlement, release, waiver, renewal, extension, indulgence,
impairment, limitation of liability, change in or modification of (1) any of the
obligations and liabilities, either original or assumed, of the Borrower
contained in the Notes, the Credit Agreement, or the other Loan Documents, or
(2) any security for the Loans or the Notes; (b) any exchange, release or
surrender to the Borrower or to any guarantor, pledgor, or grantor of any
collateral, or any waiver, release or subordination of any security interest, in
whole or in part, now or hereafter held as security for the Loans or the Notes;
(c) any impairment, modification, release or limitation of (1) the liability of
the Borrower or (2) any security for the Loans or the Notes or any remedy for
the enforcement thereof, resulting from the operation of any present or future
provision of the federal bankruptcy laws or other statute or from the decision
of any court relating thereto; (d) the assertion or exercise by the Agent or any
of the Banks of any rights or remedies under the Loan Documents or this Guaranty
or any other guaranty of the Notes or their delay in asserting or exercising, or
failure to assert or exercise or waiver of, any such rights or remedies; or (e)
any release of any one or more of the Guarantors or any other guarantor of the
Loans or the Notes. No invalidity, irregularity or unenforceability of any
obligation of the Borrower under the Notes or the Credit Agreement hereby
guaranteed or of any security therefor



                                      C-2
<PAGE>   88

shall affect, impair, or be a defense to this Guaranty. This Guaranty is a
primary obligation of each of the Guarantors, it being understood that the Agent
and the Banks may enforce this Guaranty directly against one or more of the
Guarantors without any requirement of enforcing this Guaranty against all of the
Guarantors as a group.

         Section 1.5. Waivers. The Guarantors unconditionally waive (a) notice
of any of the matters referred to in Section 1.4 and (b) any demand (except as
specified in Section 1.3), proof or notice of default in the making of any
Guaranteed Payment when due or of any other default by the Borrower under the
Loan Documents; provided that this section and Section 1.4 do not waive or vary
any rights of the Guarantors that may not be waived or varied under applicable
law.

         Section 1.6. No Guarantor Set-Offs. No lawful act of commission or
omission of any kind or at any time upon the part of the Agent or the Banks in
respect of any matter whatsoever shall in any way affect or impair the rights of
the Agent or the Banks to enforce any right, power or benefit under this
Guaranty, and no set-off, claim, reduction or diminution of any obligation or
any defense of any kind or nature which any Guarantor has or may have against
the Agent or the Banks shall be available against the Agent or the Banks in any
suit or action brought by the Agent or any Bank to enforce any right, power or
benefit under this Guaranty. Nothing in this Guaranty shall be construed as a
waiver by the Guarantors of any rights or claims which the Guarantors may have
against the Agent or the Banks under this Guaranty or otherwise, but any
recovery upon such rights and claims shall be had from the Agent or the Banks
separately, it being the intent of this Guaranty that the Guarantors shall be
unconditionally and absolutely obligated to perform fully all of their
obligations, covenants and agreements hereunder for the benefit of the Banks.

         Section 1.7. Banks' Right to Set-Off. Upon the occurrence and during
the continuance of any Event of Default, each Bank (and each of its affiliates)
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 Bank (or any of its affiliates) to or for the credit or
the account of the Guarantors against any and all of the obligations of the
Guarantors now or hereafter existing under this Guaranty, irrespective of
whether such Bank shall have made any demand under this Guaranty. Each Bank
agrees promptly to notify each Guarantor after any such set-off and application
made by such Bank; provided, however, that the failure to give such notice shall
not affect the validity of such set-off and application. The rights of each Bank
under this Section are in addition to other rights and remedies (including,
without limitation, other rights of set-off) that such Bank may have.

                                   ARTICLE II
                                 Representations

         Each of the Guarantors represents and warrants to the Agent and the
Banks and as the basis for its undertakings hereunder that each of the
representations and warranties of the Borrower set forth in the Credit Agreement
as it relates to such Guarantor is true and correct on and as of the date
hereof. Additionally, each of the Guarantors represents and warrants to the



                                      C-3
<PAGE>   89

Agent and the Banks that it operates a business similar to or relating to the
business of Borrower and will receive benefits from the Credit Agreement and the
Loans.

                                   ARTICLE III
                                    Covenants

         Each of the Guarantors hereby covenants that it shall comply with each
of the covenants made by the Borrower with respect to such Guarantor in the
Credit Agreement.

                                   ARTICLE IV
                           Events of Default; Remedies

         Section 4.1. Event of Default Defined. An Event of Default hereunder
shall mean an "Event of Default" as defined in the Credit Agreement.

         Section 4.2. Remedies Upon Default. Upon the occurrence and
continuation of an Event of Default hereunder:

         (a) As provided in the Credit Agreement, the Agent may declare the
entire unpaid principal of and accrued interest on the Notes to be immediately
due and payable or such principal and interest shall become immediately due and
payable without further action on the part of the Agent or the Banks.

         (b) The Agent and the Banks may take whatever action at law or in
equity may appear necessary or desirable to collect payments then due or
thereafter to become due hereunder or to enforce observance or performance of
any covenant, condition or agreement of the Guarantors under this Guaranty.

                                    ARTICLE V
                      Subordination; Waiver of Subrogation

         Section 5.1. Subordination. Each Guarantor hereby subordinates all
indebtedness of the Borrower and the other Guarantors owing to it, whether now
existing or hereafter arising, direct or contingent (including contribution
rights with respect to payments made under this Guaranty) to the full and prompt
payment of the Guaranteed Payments. Upon the occurrence and during continuation
of an Event of Default hereunder, the Guarantors may not receive or collect
payments on the subordinated indebtedness. Any amounts received by the
Guarantors as a payment on the subordinated indebtedness that is not permitted
by the Credit Agreement shall be retained and held in trust by the Guarantors
for the benefit of the holders of the Notes.

         Section 5.2 Waiver of Subrogation. Notwithstanding any other provision
of this guaranty, each Guarantor hereby irrevocably waives, until the Guaranteed
Payments have been satisfied in full, any right to assert, enforce, or otherwise
exercise any right of subrogation to any of the rights, security interests,
claims or liens of the Banks, their successors or assignees or any other
beneficiary against the Borrower, any Guarantor or any other obligor on the
Guaranteed Payments or on any collateral or other security, and each such
Guarantor shall have no right of



                                      C-4
<PAGE>   90

recourse, reimbursement, contribution, indemnification, or similar right it may
have (by contract or otherwise) against the Borrower or any other obligor on all
or any part of the Guaranteed Payments or any guarantor thereof, and each
Guarantor hereby irrevocably waives any and all of the foregoing rights and also
irrevocably waives the benefit of, and any right to participate in, any
collateral or other security given to the Banks or any other beneficiary to
secure payment of the Guaranteed Payments.

                                   ARTICLE VI
                                  Miscellaneous

         Section 6.1. Notices. All demands, notices, approvals, consents,
requests and other communications hereunder shall be given in the manner
provided in the Credit Agreement, and in the case of the Guarantors addressed to
them at the address given for notices to the Borrower pursuant to Section 10.04
of the Credit Agreement.

         Section 6.2. Successors and Assigns. This Guaranty shall be binding
upon the Guarantors, their successors and assigns, and all rights against the
Guarantors arising under this Guaranty shall be for the sole benefit of the
Agent and the Banks and any present or future holders of the Notes or
beneficiaries of the Obligations.

         Section 6.3. Severability. If any provision of this Guaranty shall be
held invalid by any court of competent jurisdiction, such holding shall not
invalidate any other provision hereof.

         Section 6.4. Applicable Law. This Guaranty shall in all respects be
governed by and construed in accordance with the laws of the State of New York
(including, without limitation, Sections 5-1401 and 5-1402 of the New York
General Obligations Law), but excluding, to the fullest extent permitted by
applicable law, all other choice of law and conflict of law rules.

         Section 6.5. WAIVER OF JURY TRIAL.

         TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGENT, EACH BANK AND THE
BORROWER HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHTS THEY
MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR
ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT, THE NOTES OR ANY
LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (VERBAL
OR WRITTEN), OR ACTIONS OF THE AGENT, ANY BANK OR THE BORROWER. THIS PROVISION
IS A MATERIAL INDUCEMENT FOR THE BANK ENTERING INTO THIS AGREEMENT.

                        [SIGNATURES APPEAR ON NEXT PAGE]



                                      C-5
<PAGE>   91

         IN WITNESS WHEREOF, the Guarantors have caused this Guaranty to be
executed in their corporate names as of the date first above written.

                                       FLORIDA EAST COAST RAILWAY COMPANY,
                                           a Florida corporation


                                       By:______________________________________
                                       Title:___________________________________


                                       GRAN CENTRAL CORPORATION,
                                           a Florida corporation


                                       By:______________________________________
                                       Title:___________________________________


                                               INTERNATIONAL TRANSIT, INC.,
                                                   a Florida corporation


                                               By:______________________________
                                               Title:___________________________


                                               FLORIDA EAST COAST DELIVERIES,
                                                   a Florida corporation


                                               By:______________________________
                                               Title:___________________________



                                               RAILROAD TRACK CONSTRUCTION
                                               CORP.,
                                                   a Florida corporation


                                               By:______________________________
                                               Title:___________________________




                                      C-6
<PAGE>   92

                                               INTERNATIONAL TRANSIT LOGISTIC
                                               SERVICES, INCORPORATED
                                                  an Ohio corporation


                                               By:______________________________
                                               Title:___________________________


                                      C-7
<PAGE>   93


                                    EXHIBIT D

                           CONDITIONS TO INITIAL LOANS


         This is Exhibit C to that certain Credit Agreement dated as of March
31, 2000, among FLORIDA EAST COAST INDUSTRIES, INC., the Banks listed therein,
BANK OF AMERICA, N.A., , as Administrative Agent for the Banks, and as Swingline
Bank and Letter of Credit Issuing Bank, FIRST UNION NATIONAL BANK, as
Syndication Agent, and SUNTRUST BANK, as Documentation Agent for the Banks (the
"Agreement"). All capitalized terms used but not defined herein or in the
appendices hereto shall have the meanings given to them in the Agreement.

         1. The Borrower shall have delivered, or caused to be delivered, to
each Bank:

         (a) A duplicate original of the Agreement executed on the Borrower's
behalf by its duly authorized officer.

         (b) A duly executed Revolving Note payable to its order and otherwise
complying with the provisions of Section 1.03(a) of the Agreement.

         (c) The written opinions of Sidley & Austin, counsel to the Borrower,
and the Borrower's general counsel addressing the matters and substantially in
the form attached as Appendix 1 to this Exhibit, and addressing such other legal
matters as the Banks and their counsel may require.

         (d) Information reasonably satisfactory to each Bank relating to the
proposed capitalization and financing terms expected to be put in place at EPIK.

         2. The Borrower shall have delivered, or caused to be delivered, to the
Administrative Agent:

         (a) A copy of the Articles of Incorporation of the Borrower and each
other Group Member, as amended, certified as of a recent date by a State
Official.

         (b) A certificate of a State Official, dated as of a recent date, as to
the good standing and charter documents of the Borrower and each other Group
Member, on file in the office of such State Official.

         (c) A certificate of the Secretary or an Assistant Secretary of the
Borrower and each other Group Member dated as of the Closing Date substantially
in the form attached as Appendix 2 to this Exhibit.



                                      D-1
<PAGE>   94

         (d) A certificate substantially in the form attached as Appendix 3 to
this Exhibit certifying that (i) the Borrower is in compliance with all the
terms and provisions of the Agreement and at the time of and immediately after
such borrowing no Default has occurred or is continuing, and (ii) the
representations and warranties contained in Article IV of the Agreement are true
and correct in all material respects.

         (e) Duly executed duplicate originals of the Guaranty Agreement.

         (f) Certified copies of all consents and required governmental
approvals, if any, necessary for the execution, delivery and performance of the
Agreement, the Notes and the other Loan Documents and the transactions
contemplated thereby.

         (g) A certificate of insurance showing that the insurance required by
Section 5.03 of the Agreement has been obtained.

         (h) Evidence satisfactory to the Administrative Agent that no property
of the Borrower is subject to any Lien except Permitted Liens, including lien
searches in each jurisdiction in which the Borrower conducts rail operations and
hold assets.

         (i) A duly executed and delivered Certificate Regarding Solvency (in
the form of Appendix 6 hereto) dated the Closing Date and signed on the
Borrower's behalf by its chief financial officer.

         (j) Payment in full of all fees required to be paid on the Closing Date
and all of the Administrative Agent's out-of-pocket costs and expenses
(including counsel fees and disbursements) payable in accordance with Section
10.03 for which invoices have been submitted on or prior to such date.

         (k) Such other documents as the Administrative Agent, the Banks and
their counsel may reasonably request.

                  3. The Borrower shall have delivered to the Swingline Bank a
duly executed Swingline Note payable to its order and otherwise complying with
the provisions of Section 1.03(b) of the Agreement.


                                      D-2
<PAGE>   95

                                   APPENDIX 1

                                 FORM OF OPINION

                         [Letterhead of Sidley & Austin]

                                 [Closing Date]

[Addressed to the Agent and the Banks]

Ladies and Gentlemen:

         We have acted as counsel to Florida East Coast Industries, Inc., a
Florida corporation (the "Borrower"), and its subsidiaries other than Florida
East Coast Telecom (collectively, the "Guarantors") in connection with the
preparation, execution and delivery of the Credit Agreement dated as of March
31, 2000 (the "Credit Agreement"), among the Borrower, the Banks listed therein
(collectively, the "Banks"), Bank Of America, N.A., as Administrative Agent for
the Banks, and as Swingline Bank and Letter of Credit Issuing Bank, First Union
National Bank, as Syndication Agent, and SunTrust Bank, as Documentation Agent
for the Banks. Terms capitalized but not defined herein shall have the meanings
given to them in the Credit Agreement.

         In so acting, we have reviewed executed copies of the following
documents:

                        (i)         the Credit Agreement;

                       (ii)         the Notes; and

                      (iii)         the Guaranty Agreement.

         We have relied upon originals or copies certified or otherwise
identified to our satisfaction, of such records, documents, certificates, and
other instruments, and have made such other investigations, as in our judgment
are necessary or appropriate to enable us to render the opinions expressed
below. Except with respect to the Borrower and the Guarantors, we have assumed
the genuineness of all signatures and the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified copies or photocopies and the
authenticity of the originals of such latter documents.

         Based upon and subject to the foregoing and the qualifications and
assumptions set forth below, we are of the opinion that:

         1. The Borrower is a corporation duly organized, validly existing and
in good standing under the laws of the State of Florida, and each Guarantor is
duly organized, validly existing and in good standing in each case under the
laws of the jurisdiction of its organization. Each of the



                                       1
<PAGE>   96

Borrower and the Guarantors has the corporate power and authority to own its
respective properties and to carry on its respective businesses as now conducted
and is duly qualified to do business, and is in good standing as a foreign
entity in all jurisdictions wherein such qualification is required by reason of
the nature of its business and activities or the location of its property. The
Borrower has the corporate power to execute, deliver and perform the Credit
Agreement, to borrow thereunder and to execute and deliver the Notes. Each
Guarantor has the corporate power to execute, deliver and perform the Loan
Documents to which it is a party.

         2. The execution and delivery by the Borrower and the Guarantors and
the performance by the Borrower and the Guarantors of the obligations provided
for in, the Loan Documents have been duly authorized by all proper and necessary
corporate action. Each of the Loan Documents to which the Borrower and the
Guarantors are a party have been duly executed and delivered by the Borrower and
the Guarantors, as applicable.

         3. The Loan Documents to which the Borrower is a party constitute the
legal, valid and binding obligations of the Borrower, enforceable against the
Borrower in accordance with their terms, except as may be limited by (a)
bankruptcy, insolvency, reorganization, moratorium and other similar laws
affecting the rights of creditors generally and (b) general principles of equity
(whether considered in a proceeding in at law or in equity).

         4. The Loan Documents to which any Guarantor is a party constitute the
legal, valid and binding obligations of such Guarantor enforceable against such
Guarantor in accordance with their terms, except as may be limited by (a)
bankruptcy, insolvency, reorganization, moratorium and other similar laws
affecting the rights of creditors generally and (b) general principles of equity
(whether considered in a proceeding in at law or in equity).

         5. No action, suit, proceeding, inquiry or investigation before or by
any arbitrator or any court, public body, board, administrative agency or other
Governmental Authority is pending or, to best of our knowledge, threatened
against or affecting the Borrower or any Guarantor.

         6. To the best of our knowledge, neither the Borrower nor any Guarantor
is in default with respect to any judgment, writ, injunction, decree, rule or
regulation of any governmental instrumentality or other agency where such
default could have a material and adverse affect on the financial condition of
the Borrower or of the Borrower and the Guarantors taken as a whole.

         7. No approval of, consent from or filing with any Governmental
Authority or any other Person, which approval, consent or filing has not
heretofore been obtained, given or made, is required in connection with the
execution and delivery by the Borrower or the Guarantors of any of the Loan
Documents.

         8. The execution and delivery of the Loan Documents, the consummation
of the transactions therein contemplated, the performance of and compliance with
the provisions thereof and the application of the proceeds of the Loans as
therein contemplated do not and will not (A) violate, conflict with, result in
the breach of, or constitute a default under (i) any provision of law,



                                       2
<PAGE>   97

(ii) the Organizational Documents of the Borrower or any Guarantor, (iii) any
instrument, agreement or contract to which the Borrower or any Guarantor is a
party, or by or to which the Borrower or any Guarantor or any properties of the
Borrower or any Guarantor may be affected, bound or subject, or (iv) any order,
writ, injunction or decree of any court, arbitrator or Governmental Authority,
or (B) result in the creation or imposition of any lien, charge or encumbrance
upon any assets of the Borrower.

         9. The execution, delivery and performance of the Credit Agreement and
the use of the proceeds of the Loans thereunder do not and will not constitute a
violation of Regulations G, X or U of the Board of Governors of the Federal
Reserve System.

         10. The Agent and the Banks will not be (i) deemed to be doing business
for purposes of any requirement for qualification as a foreign corporation in
Florida or New York solely by reason of making the Loans or enforcing any of the
Loan Documents, or (ii) denied access to the court system of such jurisdictions
by reason of not having so qualified in such jurisdiction on the sole basis of
having made the Loans or enforcing the Loan Documents. We express no opinion in
this paragraph with respect to any other loans or activities of the Agent and
the Banks, and the Agent and the Banks shall not, nor shall they have any right
to, rely on such opinion in connection with any loans or activities except those
expressly referred to in the first sentence of this paragraph.

         11. The payment by the Borrower and receipt by the Banks, as
applicable, of interest and other payments required to be paid pursuant to the
terms of Credit Agreement and the Notes will not constitute unlawful interest or
otherwise violate the usury laws of the State of Florida or the State of New
York.

         This opinion is being delivered to you at the request of our clients
pursuant to Section 1(c) of Exhibit C to the Credit Agreement. This opinion is
solely for your benefit and may not be relied upon by any other person without
our prior written consent.

         We are members of the Bar of State of New York and express no opinion
with respect to the law of any jurisdiction other than the laws of the State of
New York and the federal laws of the United States, in each case as in effect on
the date hereof. [As to matters of Florida law, we have relied on the opinions
of counsel qualified in such state (copy of which is attached hereto), and we
are of the opinion that you are justified in relying thereon.]

                                         Very truly yours,


                                         Sidley & Austin


                                       3
<PAGE>   98

                                   APPENDIX 2

                         FORM OF SECRETARY'S CERTIFICATE

                      FLORIDA EAST COAST INDUSTRIES, INC.,
                              a Florida corporation
                                 (the "Company")


                        SECRETARY'S CERTIFICATE REGARDING
                            INCUMBENCY, RESOLUTIONS,
                      ARTICLES OF INCORPORATION AND BYLAWS



         The undersigned, being the duly appointed, qualified and acting
Secretary of the Company, hereby certifies that the persons named below are, on
the date hereof, the duly elected, qualified and acting officers of the Company
and occupy the offices set opposite their respective names, and the signatures
opposite their names below are their true and correct signatures:

NAME                       OFFICE                    SIGNATURE

--------------             -----------------         ------------------

--------------             -----------------         -------------------

         and hereby further certifies that:

         (a) The Board of Directors of the Company adopted, on ____________,
2000, at a duly called meeting at which a quorum was present and voting
throughout, the resolutions set forth in Exhibit "A" attached hereto, none of
which has been amended or repealed in any respect since such date, and all of
which remain in full force and effect as of the date hereof.

         (b) Attached hereto as Exhibit "B" is a true, correct and complete copy
of the Articles of Incorporation of the Company, certified by the appropriate
State Official, and no action has been taken by the Board of Directors of the
Company or its Stockholders to amend or in contemplation of amending the
Articles of Incorporation since such certification date.

         (c) Attached hereto as Exhibit "C" is a true, correct and complete copy
of the Bylaws of the Company in effect on the date hereof.


                                       1
<PAGE>   99

         IN WITNESS WHEREOF, I have hereunto set my hand and the corporate seal
of the Company as of this ___ day of March, 2000.


                                                 __________________________
                                                 ______________, Secretary

[SEAL]


         I, ___________________, President of the Company do hereby certify that
__________________ is the duly elected, qualified and acting Secretary of the
Company, and that his/her signature set forth above is his/her true signature.

         IN WITNESS WHEREOF, I have hereunto set my hand as of this __ day of
March, 2000.

                                                 ______________________________
                                                 ___________________, President



                                       2
<PAGE>   100


                                   APPENDIX 3
                               CLOSING CERTIFICATE



I, __________________, hereby certify that (a) I am President of Florida East
Coast Industries, Inc., a Florida corporation (the "Borrower"), and am familiar
with the business of the Borrower and the Credit Agreement (the "Credit
Agreement") dated as of March 31, 2000, among the Borrower, the Banks listed
therein (collectively, the "Banks"), Bank Of America, N.A., , as Administrative
Agent for the Banks, and as Swingline Bank and Letter of Credit Issuing Bank,
First Union National Bank, as Syndication Agent, and SunTrust Bank, as
Documentation Agent for the Banks; (b) as of the date hereof and after giving
effect to the Loans being made on the date hereof, the Borrower has observed,
performed and fulfilled each and every obligation and covenant contained in the
Credit Agreement; (c) the Borrower is not in Default under any of the same; and
(d) the representations and warranties set forth in Article IV of the Credit
Agreement are true and correct in all material respects as of the date hereof.



Date:  _________________                 By: ___________________________________
                                                   __________________, President



                                       1
<PAGE>   101

                                   APPENDIX 4
                         CERTIFICATE REGARDING SOLVENCY

                       Florida East Coast Industries, Inc.


Pursuant to the Credit Agreement (the "Credit Agreement") dated as of March 31,
2000, among Florida East Coast Industries, Inc., a Florida corporation (the
"Borrower"), the Banks listed therein (collectively, the "Banks"), Bank Of
America, N.A., , as Administrative Agent for the Banks (in such capacity, the
"Agent"), and as Swingline Bank and Letter of Credit Issuing Bank, First Union
National Bank, as Syndication Agent, and SunTrust Bank, as Documentation Agent
for the Banks, the Borrower has requested that the Banks extend credit to the
Borrower in an aggregate principal amount of up to $200,000,000. The proceeds
from the Credit Agreement will be used by the Borrower and the Guarantors
(defined below) (i) for working capital, capital expenditures and other lawful
corporate purposes, (ii) to finance certain acquisitions and (iii) to finance
certain capital stock repurchases, subject to the limits set forth in the Credit
Agreement. The Banks are willing to extend such credit on the terms and subject
to the conditions set forth in the Credit Agreement, which requires among other
things the delivery of this Certificate Regarding Solvency pursuant to Exhibit C
of the Credit Agreement. Unless otherwise defined herein, terms used herein have
the meanings provided in the Credit Agreement.

ACCORDINGLY,

         The undersigned hereby certifies that he/she is the Chief Financial
Officer of the Borrower, and that, as such, he/she is authorized to execute this
Certificate on behalf of the Borrower and further certifies that:

                  (a) In connection with the Credit Agreement, and the other
         Loan Documents, the undersigned has, through the date hereof, monitored
         the financial condition and operations of the Borrower and the
         undersigned has knowledge of, and has participated in, the development
         and negotiation of the transactions contemplated by the Credit
         Agreement and the other Loan Documents.

                  (b) The undersigned and his/her staff have developed detailed
         cash flow projections for the Borrower and each of the subsidiaries of
         the Borrower guaranteeing the Loans (the "Guarantors"), which (after
         giving effect to the Credit Agreement and the other Loan Documents)
         constitute the Pro Forma Financial Statements (copies of which are
         attached hereto as Exhibit 1). The Pro Forma Financial Statements are
         based on the financial information described in Section 4.04 of the
         Credit Agreement, historical financial statements and records of the
         Borrower and the Guarantors, and the assumptions described in the notes
         accompanying the Pro Forma Financial Statements.

                  (c) The Pro Forma Financial Statements give effect to the
         consummation of the transactions contemplated by the Credit Agreement
         and the other Loan Documents.



                                       1
<PAGE>   102

                  (d) The undersigned is familiar with the process through which
         the Pro Forma Financial Statements were generated and prepared. In
         making the statements set forth in paragraph (e) hereof, the
         undersigned has considered the current and anticipated future capital
         requirements of the Borrower and each of the Guarantors (after giving
         effect to the Credit Agreement and the other Loan Documents) for the
         current and anticipated future conduct of the business of the Borrower
         and each of the Guarantors.

                  (e) Based on the information reflected in the Pro Forma
         Financial Statements and the undersigned's involvement in the process
         of collecting such information, the Agent and the Banks may rely on the
         Pro Forma Financial Statements

                           (i) as a fair and reasonable presentation of the pro
                  forma revenues, expenses and financial operations of the
                  Borrower and each of the Guarantors, as of the date hereof, on
                  a going-concern basis, and

                           (ii) as being a reasonable projection of the
                  revenues, expenses and cash flows of the Borrower and each of
                  the Guarantors,

         in each case after giving effect to the Credit Agreement and the other
         Loan Documents and on the basis of the assumptions stated in the Pro
         Forma Financial Statements.

                  (f) Based on and subject to the foregoing, and in light of the
         historical performance of the Borrower and each of the Guarantors as
         reflected in its historical financial statements and discussions with
         operating and financial management, the assumptions set forth in the
         Pro Forma Financial Statements are reasonable.

                  (g) Immediately following the execution of the Credit
         Agreement and the other Loan Documents given the reasonableness of the
         Pro Forma Financial Statements (and even allowing for some
         less-than-projected performance), the Borrower and each of the
         Guarantors will be able to pay its Debts (as defined below) as they
         become due, will have assets which will have a "present fair saleable
         value" greater on a going-concern basis than its probable liability on
         its Debts as they become absolute and matured, and will have assets on
         a going-concern basis which will have a fair saleable value greater
         than the sum of all its Debts.

                  (h) Both before and after giving effect to the Credit
         Agreement and the other Loan Documents, each of the Borrower and the
         Guarantors (i) does not have unreasonably small capital, (ii) is not
         engaged in businesses or transactions for which it has unreasonably
         small capital, and (iii) does not intend to be engaged in any
         businesses or transactions for which it has unreasonably small capital.

                  (i) Both before and after giving effect to the Credit
         Agreement and the other Loan Documents, to the best of the
         undersigned's knowledge after due inquiry, the Borrower and each of the
         Guarantors will not incur Debts beyond its ability to pay them as they
         mature.



                                       2
<PAGE>   103

                  (j) For purposes hereof, the "fair saleable value" of the
         Borrower's and each of the Guarantors' assets and investments has been
         determined on the basis of the amount which may be realized within a
         reasonable time, either through collection or sale of such investments
         and other assets at the regular market value, conceiving the latter as
         the amount which could be obtained for the property in question within
         such period by a capable and diligent business person from an
         interested buyer who is willing to purchase under ordinary selling
         conditions. "Debts" means all liabilities, obligations, commitments,
         and indebtedness of any and every kind and nature (including all
         obligations to trade creditors and all guaranties), whether heretofore,
         now, or hereafter owing, arising, due, or payable by the Borrower and
         each of the Guarantors to any person and howsoever evidenced, created,
         incurred, acquired, or owing, whether primary, secondary, direct,
         contingent, fixed, or otherwise.

                  (k) The undersigned has carefully reviewed the contents of
         this Certificate and has conferred with legal counsel of its choosing
         for the purpose of discussing the meaning of its contents.

                  (l) The undersigned acknowledges that the Agent and the Banks
         have relied upon the statements contained herein and consents to such
         reliance.

         IN WITNESS WHEREOF, the undersigned has executed this Certificate
Regarding Solvency this ____ day of March, 2000.

                                             FLORIDA EAST COAST INDUSTRIES, INC.


                                             By:  ___________________________
                                                  Chief Financial Officer



                                       3
<PAGE>   104

                                    EXHIBIT E

                         COMMITMENT TRANSFER SUPPLEMENT

         Reference is made to the Credit Agreement (the "Credit Agreement")
dated as of March 31, 2000, among Florida East Coast Industries, Inc., a Florida
corporation (the "Borrower"), the Banks (as defined in the Credit Agreement),
Bank Of America, N.A., as Administrative Agent for the Banks (in such capacity,
the "Agent"), and as Swingline Bank and Letter of Credit Issuing Bank, First
Union National Bank, as Syndication Agent, and SunTrust Bank, as Documentation
Agent for the Banks. Terms defined in the Credit Agreement are used herein with
the same meaning.

         The "Assignor" and the "Assignee" referred to on Schedule 1 hereto
agree as follows:

         1. The Assignor hereby sells and assigns to the Assignee, without
recourse and without representation or warranty except as expressly set forth
herein, and the Assignee hereby purchases and assumes from the Assignor, an
interest in and to the Assignor's rights and obligations under the Credit
Agreement and the other Loan Documents as of the date hereof equal to the
percentage interest specified on Schedule 1 hereto of all outstanding rights and
obligations under the Credit Agreement and the other Loan Documents. After
giving effect to such sale and assignment, the Assignee's Commitment and the
amount of the Loans owing to the Assignee will be as set forth on Schedule 1
hereto.

         2. The Assignor (i) represents and warrants that it is the legal and
beneficial owner of the interest being assigned by it hereunder and that such
interest is free and clear of any adverse claim; (ii) makes no representation or
warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with the Loan Documents
or the execution, legality, validity, enforceability, genuineness, sufficiency
or value of the Loan Documents or any other instrument or document furnished
pursuant thereto; (iii) makes no representation or warranty and assumes no
responsibility with respect to the financial condition of any Group Member or
the performance or observance by any Group Member of any of its obligations
under the Loan Documents or any other instrument or document furnished pursuant
thereto; and (iv) attaches the Note held by the Assignor and requests that the
Agent exchange such Note for new Notes payable to the order of the Assignee in
an amount equal to the Commitment assumed by the Assignee pursuant hereto and to
the Assignor in an amount equal to the Commitment retained by the Assignor, if
any, as specified on Schedule 1 hereto.

         3. The Assignee (i) confirms that it has received a copy of the Credit
Agreement, together with copies of the financial statements referred to in
Section 4.04 thereof and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Commitment Transfer Supplement; (ii) agrees that it will, independently and
without reliance upon the Agent, the Assignor or any other Bank and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
the Credit Agreement; (iii) confirms that it is an Eligible Assignee; (iv)
appoints and authorizes the Agent to take such action as agent on its



                                      E-1
<PAGE>   105

behalf and to exercise such powers and discretion under the Credit Agreement as
are delegated to the Agent by the terms thereof, together with such powers and
discretion as are reasonably incidental thereto; and (v) agrees that it will
perform in accordance with their terms all of the obligations that by the terms
of the Credit Agreement are required to be performed by it as a Bank.

         4. Following the execution of this Commitment Transfer Supplement, it
will be delivered to the Agent for acceptance and recording by the Agent. The
effective date for this Commitment Transfer Supplement (the "Effective Date")
shall be the date of acceptance hereof by the Agent, unless otherwise specified
on Schedule 1 hereto.

         5. Upon such acceptance and recording by the Agent, as of the Effective
Date, (i) the Assignee shall be a party to the Credit Agreement and, to the
extent provided in this Commitment Transfer Supplement, have the rights and
obligations of a Bank thereunder and (ii) the Assignor shall, to the extent
provided in this Commitment Transfer Supplement, relinquish its rights and be
released from its obligations under the Credit Agreement.

         6. Upon such acceptance and recording by the Agent, from and after the
Effective Date, the Agent shall make all payments under the Credit Agreement and
the Notes in respect of the interest assigned hereby (including, without
limitation, all payments of principal, interest, Commitment Fees, Utilization
Fees and other fees with respect thereto) to the Assignee. The Assignor and
Assignee shall make all appropriate adjustments in payments under the Credit
Agreement and the Notes for periods prior to the Effective Date directly between
themselves.

         7. This Commitment Transfer Supplement shall in all respects be
governed by and construed in accordance with the laws of the State of New York
(including, without limitation, Sections 5-1401 and 5-1402 of the New York
General Obligations Law), but excluding, to the fullest extent permitted by
applicable law, all other choice of law and conflict of law rules.

         8. This Commitment Transfer Supplement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement. Delivery of an executed
counterpart of Schedule 1 to this Commitment Transfer Supplement by telecopier
shall be effective as delivery of a manually executed counterpart of this
Commitment Transfer Supplement.


         IN WITNESS WHEREOF, the Assignor and the Assignee have caused Schedule
1 to this Commitment Transfer Supplement to be executed by their officers
thereunto duly authorized as of the date specified thereon.



                                      E-2
<PAGE>   106


                                   SCHEDULE 1
                                       to
                         COMMITMENT TRANSFER SUPPLEMENT


                  Percentage interest assigned:                   ______%

                  Assignee's Commitment:                          $_____

                  Aggregate outstanding principal amount
                    of Loans assigned:                            $_____

                  Principal amount of Note payable to Assignee:   $_____

                  Principal amount of Note payable to Assignor:   $_____

                  Effective Date (if other than date
                    of acceptance by Agent):                      * _____, 20__



                                                 [NAME OF ASSIGNOR], as Assignor


                                                 By:________________________
                                                      Title:


                                                 Dated: __________, 20__



                                                 [NAME OF ASSIGNEE], as Assignee


                                                 By:________________________
                                                      Title:

                                                 Domestic Lending Office:

                                                 Eurodollar Lending Office:


*        This date should be no earlier than five Business Days after the
         delivery of this Commitment Transfer Supplement to the Agent.


                                       1
<PAGE>   107


                                       2
<PAGE>   108

Accepted [and Approved] **
this ___ day of __________, 20 __

BANK OF AMERICA, N.A.


By:______________________________
Title:


[Approved this ___ day
of __________, 20__

FLORIDA EAST COAST INDUSTRIES, INC.


By:________________________________]**
Title:




**       Required if the Assignee is an Eligible Assignee solely by reason of
         clause (iii) of the definition of "Eligible Assignee".


                                       3
<PAGE>   109

                                    EXHIBIT F



                             COMPLIANCE CERTIFICATE





                                     [Date]



Bank of America, N.A., as Agent
550 West Main Avenue, Suite 800
Knoxville, Tennessee 37902-2504

Attention: C. Howard Capito

Ladies and Gentlemen:

         Pursuant to the Credit Agreement (the "Credit Agreement") dated as of
March 31, 2000, among Florida East Coast Industries, Inc., a Florida corporation
(the "Borrower"), the Banks listed therein (collectively, the "Banks"), Bank Of
America, N.A., , as Administrative Agent for the Banks, and as Swingline Bank
and Letter of Credit Issuing Bank, First Union National Bank, as Syndication
Agent, and SunTrust Bank, as Documentation Agent for the Banks, the Borrower and
the undersigned officer of the Borrower hereby certify that (a) the information
furnished below in this certificate was true and correct as of the last day of
the fiscal quarter next preceding the date of this certificate, (b) as of the
date hereof and since the last day of the calendar quarter next preceding the
date of this certificate, no Default or Event of Default under the Credit
Agreement has occurred, and (c) the financial statements delivered herewith were
prepared in accordance with generally accepted accounting principles. Except as
otherwise specified in this certificate, the terms used herein shall have the
same meanings ascribed to them in the Credit Agreement. The following
computations are derived from the Working Sheet attached to this certificate.



                                      F-1
<PAGE>   110

                                          Required Under
                                          Credit Agreement             Actual
                                          ----------------             ------

Minimum Fixed Charge Coverage Ratio         1.35 to 1.00               ________

Maximum Leverage Ratio                      2.0 to 1.00                ________

Minimum Group Net Worth

         Prior to June 30, 2000             $625,000,000               ________

         On and After June 30, 2000         $625,000,000 plus          ________
                                            (i) 50% of Group
                                            Net Income (but
                                            not any net losses)
                                            after March 31, 2000
                                            and (ii) 100% of the
                                            net proceeds of any
                                            issuances by Borrower
                                            of Capital Securities

IN WITNESS WHEREOF, the undersigned has executed this certificate on this ____
day of __________, 2000.

                                         FLORIDA EAST COAST INDUSTRIES, INC.

                                         By:____________________________________
                                         Name:__________________________________
                                         Title: Chief Financial Officer


                                      F-2
<PAGE>   111

                      COMPLIANCE CERTIFICATE WORKING SHEET
      DETERMINATION DATE: LAST DAY OF FISCAL QUARTER ENDED _________, ____

                                Group Net Income

<TABLE>
<S>        <C>                                                                      <C>

         consolidated net income of the Borrower Group (taken as a cumulative
whole), for the four fiscal quarters of the Borrower most recently ended            $
                                                                                       ------------------
      minus
           (i) any net income of a member of the Borrower Group to the extent
           that the declaration or payment of dividends or similar distributions
           by that member is not at the time permitted by operation of the terms
           of any contract or applicable law                                        $
                                                                                       ------------------
           (ii) any net income (or net loss) of any Person (other than a member
           of the Borrower Group) in which any member of the Borrower Group has
           an ownership interest, except to the extent that any such income has
           actually been received by such member in the form of cash dividends
           or similar distributions
                                                                                    $
                                                                                       ------------------
           (iii) any net gains or losses on the sale or other disposition, not
           in the ordinary course of business, of investments and other capital
           assets (excluding any related charges for taxes thereon)                 $
                                                                                       ------------------
           (iv) any net gain arising from the collection of the proceeds of any
           insurance policy                                                         $
                                                                                       ------------------
           (v) any write-up of any asset                                            $
                                                                                       ------------------
           (vi) any net gains resulting from the defeasance of any Indebtedness     $
                                                                                       ------------------
           (vii) any extraordinary gains or losses                                  $
                                                                                       ------------------
     Total ((b)(i) through (b)(vii))                                                $
                                                                                       ==================
Group Net Income ((a) minus (b))                                                    $
                                                                                       ==================
</TABLE>


                                      F-3
<PAGE>   112


                                  Indebtedness


<TABLE>
<S>                                                                                   <C>
         all obligations for borrowed money or the deferred purchase price of
goods or services (except trade payables in the ordinary course of business)
                                                                                      $
                                                                                         ------------------
         all obligations in respect of any Guaranty (other than endorsements of
checks for deposit in the ordinary course of business)                                $
                                                                                         ------------------
         all obligations in respect of any Capital Leases                             $
                                                                                         ------------------
         all obligations, indebtedness and liabilities, including any refinancings
thereof, secured by any lien or any security interest on any property or assets       $
                                                                                         ------------------
         all Mandatorily Redeemable Securities valued in accordance with
Generally Accepted Accounting Principles                                              $
                                                                                         ==================
      Total Indebtedness (the sum of (a) through (e))                                 $
                                                                                         ==================
</TABLE>



                                      F-4
<PAGE>   113

                             Group Interest Expense


<TABLE>
<S>                                                                                 <C>
         all interest in respect of Indebtedness accrued or capitalized during
such period (whether or not actually paid during such period)                       $
                                                                                       ------------------
         the net amounts payable (or minus the net amounts receivable) under any
permitted Rate Hedging Agreement accrued during such period (whether or not
actually paid or received during such period)
                                                                                    $
                                                                                       ==================
      Total Interest Expense (the sum of (a) plus (b))                              $
                                                                                       ==================
</TABLE>



                                      F-5
<PAGE>   114

                                  Group EBITDA


<TABLE>
<S>                                                                                  <C>
         Group Net Income (from item 1)                                              $
                                                                                        ------------------
      plus, to the extent deducted in determining Group Net Income,
         (i)  Group Income Tax Expense (from item 5)                                 $
                                                                                        ------------------
           (ii)  Group Interest Expense (from item 3)                                $
                                                                                        ------------------

           (iii) the aggregate amount of depreciation expense and amortization
           expense, determined on a consolidated basis for the Borrower Group in
           accordance with Generally Accepted Accounting Principles
                                                                                     $
                                                                                        ------------------
              Total (b)(i) through (b)(iii))                                         $
                                                                                        ==================
      minus
         positive EBITDA from any particular project of GCC, the non-recourse,
project-secured obligations of which are excluded from Group Funded Debt
                                                                                     $
                                                                                        ==================
      Group EBITDA ((a) plus (b), minus (c))                                         $
                                                                                        ==================


                                  Group Income Tax Expense                           $
                                                                                        ------------------
</TABLE>



                                      F-6
<PAGE>   115


                                Group Funded Debt


<TABLE>
<S>                                                                                  <C>
         the aggregate amount of all Indebtedness of the Borrower Group
(including, but not limited to, (i) promissory notes and loans payable, (ii)
Capital Lease Obligations, (iii) long term debt and bonds (excluding defeased
obligations), (iv) all contingent liability under letters of credit and (iv) all
contingent liability under guarantees issued by any Group Member to any Person
who is not a Group Member, including guarantees by Borrower of Indebtedness of
EPIK)

                                                                                     $
                                                                                        ------------------
      minus
         any non-recourse, project secured obligations of GCC so long as the
cash flow from that particular project is excluded from the calculation of Group
EBITDA                                                                               $
                                                                                        ------------------
         any non-recourse debt of EPIK, as long as EPIK does not become a
member of the Borrower Group                                                         $
                                                                                        ------------------
         all unrestricted, unpledged marketable securities of the Group
Members in excess of $5,000,000                                                      $
                                                                                        ==================
      Group Funded Debt ((a) minus (b), (c) and (d))                                 $
                                                                                        ==================
</TABLE>



                                      F-7
<PAGE>   116


                                 Group Net Worth

<TABLE>
<S>                                                                                              <C>
         stockholder's equity on the consolidated balance sheet of the
Borrower Group                                                                                   $
                                                                                                    ------------------
      minus amounts carried on the consolidated financial statements of the
Borrower Group for
         net losses                                                                              $
                                                                                                    ------------------
         any writeup in the book value of any assets of the Borrower Group
resulting from a revaluation thereof subsequent to March 31, 2000                                $
                                                                                                    ------------------
         treasury stock                                                                          $
                                                                                                    ------------------
         unamortized debt discount expense                                                       $
                                                                                                    ------------------
         any cost of investments in excess of the fair market value of net
assets acquired at the time of acquisition by any member of the Borrower Group                   $
                                                                                                    ------------------
         patents, patent applications, copyrights, trademarks, tradenames,
experimental or organizational expenses and other like intangibles                               $
                                                                                                    ==================
         Total deductions (the sum of (c) through (g))                                           $
                                                                                                    ==================
           Group Net Worth ((a) minus (h))                                                       $
                                                                                                    ==================
</TABLE>



                                      F-8
<PAGE>   117

                                 Leverage Ratio


         Group Funded Debt (from item 6)           $
                                                      ------------------
      to
         Group EBITDA (from item 4)                $
                                                      ------------------
      Ratio of (a) to (b)                                    to 1.00
                                                      ======



                                      F-9
<PAGE>   118


<TABLE>
<S>                                                                              <C>
                      Minimum Group Net Worth (prior to June 30, 2000)           $


                                                                                    ------------------
      Minimum Group Net Worth (on or after June 30, 2000)
         $625,000,000                                                            $
                                                                                    ------------------
      plus
         50% of Group Net Income (but not any net losses) after March 31, 2000   $
                                                                                    ------------------
         100% of the net proceeds (after payment of underwriting
commissions, registration fees, etc.) of any issuances by Borrower of Capital
Securities                                                                       $
                                                                                    ==================
      Group Net Worth (on or after June 30, 2000) (sum of (a), (b) and (c))      $
                                                                                    ==================
</TABLE>



                                      F-10
<PAGE>   119
<TABLE>
<S>                                                                                 <C>

Fixed Charge Coverage Ratio
         Group EBITDA                                                               $
                                                                                       -------------------
      to
                  the sum of

           (i) scheduled payments of principal of Group Funded Debt, including a
           putative annual principal payment with respect to the loans under the
           Credit Agreement in an amount equal to 1/5 of the outstanding loans,
           determined on a consolidated basis                                       $
                                                                                       -------------------
           (ii) Group Interest Expense (provided that Group Interest Expense
           shall exclude any Group Interest Expense from any particular project
           of GCC the non-recourse, project-secured obligations of which are
           excluded from Group Funded Debt)                                         $
                                                                                       -------------------
           (iii) the amount of ordinary dividends, and distributions, paid in
           cash by the Borrower Group (other than any such ordinary dividend or
           distribution payments made to the Borrower Group), determined on a
           consolidated basis                                                       $
                                                                                       -------------------
           (iv)  Group Income Tax Expenses paid in cash by the Borrower Group       $
                                                                                       -------------------
           (v)  Capital Expenditures required to sustain (but not expand) the
           ongoing operations of the Borrower Group                                 $
                                                                                       ===================
      Total ((b)(i) through (b)(v))                                                 $
                                                                                       ===================
      Ratio of (a) to (b)                                                                     to 1.00
                                                                                       ======
</TABLE>

                                       Prepared by:_____________________________
                                             Title:_____________________________



                                      F-11
<PAGE>   120


                                    EXHIBIT G

                             FORM OF TRAFFIC SUMMARY

<TABLE>
<CAPTION>
FLORIDA EAST COAST RAILWAY COMPANY
Florida East Coast Industries, Inc.
St. Augustine, Florida                                               Traffic Statistics
----------------------------------------------------------------------------------------------------------------------
                                                2000        2001        2002         2003        2004        2005
                                                ----        ----        ----         ----        ----        ----
<S>                                             <C>         <C>         <C>          <C>         <C>         <C>
               CARLOADS (M'S)
---------------------------------------------
Commodity
       Intermodal
              TOFC/COFC
       Carloads
              Crushed Stone
              Construction Material
              Vehicles (includes parts)
              Foodstuffs
              Chemicals
              Paper (Lumber)
              Other
                    Subtotal
                                             -------------------------------------------------------------------------

                                             -------------------------------------------------------------------------
                    Total

               REVENUES (M'S)
---------------------------------------------
Commodity
       Intermodal - Revenue
              TOFC/COFC
       Carload - Revenue
              Crushed Stone
              Construction Material
              Vehicles (includes parts)
              Foodstuffs
              Chemicals
              Paper (Lumber)
              Other
                    Subtotal
                                             -------------------------------------------------------------------------

                                             -------------------------------------------------------------------------
                    Total

             UNIT REVENUES ( )
---------------------------------------------
Commodity
       Intermodal - Revenue
              TOFC/COFC
       Carload - Revenue
              Crushed Stone
              Construction Material
              Vehicles (includes parts)
              Foodstuffs
              Chemicals
              Paper (Lumber)
              Other
                    Subtotal
                                             -------------------------------------------------------------------------

                                             -------------------------------------------------------------------------
                    Total
</TABLE>


                                      G-1

<PAGE>   121


                                      G-2
<PAGE>   122


                                      G-3