**EXHIBIT 10(q)****THIRD AMENDMENT TO CREDIT AGREEMENT**     This THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as ofJanuary 26, 2007 among FLORIDA EAST COAST INDUSTRIES, INC., a Florida corporation (the“Borrower”), certain Subsidiaries of the Borrower as guarantors (the “Guarantors”),the Lenders party hereto and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender andL/C Issuer (the “Administrative Agent”). Capitalized terms used herein and not otherwisedefined shall have the meanings set forth in the Credit Agreement (defined below).RECITALS     WHEREAS, the Borrower, the Guarantors, the Lenders and the Administrative Agent are parties tothat certain Credit Agreement, dated as of February 22, 2005 (as previously amended or modified,the “Credit Agreement”); and     WHEREAS, the parties hereto have agreed to amend the Credit Agreement as more fully set forthherein.     NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the parties hereto agree as follows:AGREEMENT     1. Amendments to Credit Agreement.     (a) The following definition is added to Section 1.01 of the Credit Agreement in theappropriate alphabetical order:     *"**Performance/Completion Guarantee**” of any Person means a Guaranteeguaranteeing or having the economic effect of guaranteeing any obligations (otherthan payment of Debt) performable or payable, as applicable, by another Person inany matter (each, a “Primary Obligation”), whether directly or indirectly, andincluding, without limitation, any obligation of such Person, direct or indirect,(i) to purchase (or pay or advance or supply funds for the purchase or payment of)labor, materials or services to enable the performance of such Primary Obligation(including, without limitation, guarantees of completion in connection withconstruction of facilities), (ii) to purchase or lease property, securities orservices for the purpose of assuring the obligee in respect of such PrimaryObligation of the performance thereof, (iii) to guarantee to any other such Personrental income levels (or shortfalls) or re-tenanting costs (including, withoutlimitation, tenant improvements, moving expenses, lease commissions and any othercosts associated with procuring new tenants); or (iv) entered into for the purposeof assuring in any other manner such other Person in respect of such PrimaryObligation of the performance, or to protect such other Person against loss, inrespect thereof. Performance/Completion Guarantee shall include, without limitation,any bond, letter of credit or other financial instrument provided by such Person tosecure its obligations described herein unless such bond, letter of credit orfinancial instrument shall constitute Debt under this Agreement.*
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     (b) The definition of Debt set forth in Section 1.01 of the Credit Agreement is amendedby amending and restating clause (d) thereof to read as follows:*(d) all obligations of such Person or consolidated group of Persons in respect ofany Guarantee (other than endorsements of checks for deposit in the ordinary courseof business and other than Performance/Completion Guaranties),*     (c) Section 8.05 of the Credit Agreement is amended by adding the following at the endof such Section:     *Notwithstanding the foregoing, one or more Loan Parties may enter intoPerformance/Completion Guaranties; provided that the aggregate liability under suchPerformance/Completion Guaranties may not exceed $200 million at any one timeoutstanding. For the purposes hereof, the liability under anyPerformance/Completion Guarantee shall be calculated by taking twenty percent (20%)of (i) with respect to any Primary Obligation described in subparagraph (i) of thedefinition of Performance/Completion Guarantee, the total amount of the project cost(excluding land cost), or such lesser amount thereof to which the Loan Party’sobligation is specifically limited or (ii) with respect to any other PrimaryObligation, the maximum amount of such Primary Obligation.*     2. Effectiveness; Conditions Precedent. This Amendment shall be and become effectiveupon receipt by the Administrative Agent of copies of this Amendment duly executed by theBorrowers, the Guarantors, and the Required Lenders.     3. Ratification of Credit Agreement. The term “Credit Agreement” as used in each ofthe Loan Documents shall hereafter mean the Credit Agreement as amended and modified by thisAmendment. Except as herein specifically agreed, the Credit Agreement, as amended by thisAmendment, is hereby ratified and confirmed and shall remain in full force and effect according toits terms. Each of the Loan Parties acknowledge and consent to the modifications set forth hereinand agree that this Amendment does not impair, reduce or limit any of its obligations under theLoan Documents (including, without limitation, the indemnity obligations set forth therein) andthat, after the date hereof, this Amendment shall constitute a Loan Document.     4. Authority/Enforceability. Each of the Loan Parties represents and warrants asfollows:     (a) It has taken all necessary action to authorize the execution, delivery andperformance of this Amendment.     (b) This Amendment has been duly executed and delivered by such Person and constitutessuch Person’s legal, valid and binding obligations, enforceable in accordance with itsterms, except as such enforceability may be subject to (i) bankruptcy, insolvency,reorganization, fraudulent conveyance or transfer, moratorium or similar laws affectingcreditors’ rights generally and (ii) general principles of equity (regardless of whethersuch enforceability is considered in a proceeding at law or in equity).     (c) No consent, approval, authorization or order of, or filing, registration orqualification with, any court or governmental authority or third party is required in
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connection with the execution, delivery or performance by such Person of this Amendment.     (d) The execution and delivery of this Amendment does not (i) violate, contravene orconflict with any provision of its, or its Subsidiaries’ organizational documents or (ii)materially violate, contravene or conflict with any Requirement of Law or any other law,regulation, order, writ, judgment, injunction, decree or permit applicable to it or any ofits Subsidiaries.     5. No Default. The Loan Parties represent and warrant to the Administrative Agent andthe Lenders that after giving effect to this Amendment, no event has occurred and is continuingwhich constitutes a Default or an Event of Default.     6. Release. In consideration of the Administrative Agent and the Required Lendersentering into this Amendment on behalf of the Lenders, the Loan Parties hereby release theAdministrative Agent, the L/C Issuer, each of the Lenders, and the Administrative Agent’s, the L/CIssuer’s and each of the Lenders’ respective officers, employees, representatives, agents, counseland directors from any and all actions, causes of action, claims, demands, damages and liabilitiesof whatever kind or nature, in law or in equity, now known or unknown, suspected or unsuspected tothe extent that any of the foregoing arises from any action or failure to act solely in connectionwith the Loan Documents on or prior to the date hereof.     7. Counterparts/Telecopy. This Amendment may be executed in any number ofcounterparts, each of which when so executed and delivered shall be an original, but all of whichshall constitute one and the same instrument. Delivery of executed counterparts of this Amendmentby telecopy shall be effective as an original and shall constitute a representation that anoriginal shall be delivered promptly upon request.     8. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIESHEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THESTATE OF NEW YORK.[remainder of page intentionally left blank]
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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Amendment to beduly executed and delivered and this Amendment shall be effective as of the date first abovewritten.     BORROWER: FLORIDA EAST COAST INDUSTRIES, INC.,