**EXHIBIT 10(p)****SECOND AMENDMENT TO CREDIT AGREEMENT**     This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as ofOctober 16, 2006 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”).     WHEREAS, Flagler Development Company, Beacon Station 22, 23 and 24 LP and Gran Central –Deerwood North LLC (collectively, the “MetLife Borrowers”) are borrowers under certainloans with Metropolitan Life Insurance Company (the “MetLife Lender”) in an aggregateamount of $352,000,000 (the “MetLife Loans”) and the MetLife Loans require the MetLifeBorrowers to maintain certain levels of windstorm insurance coverage (the “MetLife InsuranceLimit”).     WHEREAS, the MetLife Borrowers have been unable to obtain insurance in satisfaction of theMetLife Insurance Limit.     WHEREAS, the MetLife Lender has agreed to forbear the MetLife Insurance Limit pursuant to thatcertain letter agreement dated as of September 29, 2006 attached hereto as Exhibit A;provided that the MetLife Borrowers meet certain conditions, including, that the MetLifeBorrowers repair damages resulting from windstorm events not covered by insurance (the “MetLifeObligations”).     WHEREAS, with respect to the Credit Agreement, the MetLife Obligations are “Guaranties” byLoan Parties covering the obligations of other Loan Parties and such Guaranties are “Debt.”     WHEREAS, the parties hereto have agreed to amend the Credit Agreement such that Leverage Ratiocovenant is not effected by the MetLife Obligations, as provided herein.     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. The definition of “Debt” set forth in Section 1.01of the Credit Agreement is amended by adding the following sentence to the end thereof:     Notwithstanding anything in this definition to the contrary, for purposes ofcalculating the financial covenant in Section 8.15(a), the obligations of FlaglerDevelopment Company, Beacon Station 22, 23 and 24 LP and Gran Central – Deerwood North LLC(collectively, the “MetLife Borrowers”) with respect to the repair of damagesresulting from a windstorm event not covered by insurance under that certain letteragreement dated as of September 29, 2006 (the “Forbearance Letter”) withMetropolitan Life Insurance Company (“MetLife”) shall not be considered “Debt” (itbeing understood that should the MetLife Borrowers incur indebtedness to satisfy suchobligations then such indebtedness, while outstanding, shall be considered to be
 

 
“Debt”); provided that the MetLife Borrowers (i) maintain at least $60,000,000in windstorm insurance coverage (whether self insured or otherwise) in connection with theproperties subject to the obligations to MetLife and (ii) use commercially reasonableefforts to obtain insurance in satisfaction of the insurance requirements in those certainloans among the MetLife Borrowers and MetLife as set forth in the Forbearance Letter.     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 inconnection 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
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from any action or failure to act solely in connection with the Loan Documents on or prior to thedate 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 tobe duly executed and delivered and this Amendment shall be effective as of the date first abovewritten.       BORROWER: FLORIDA EAST COAST INDUSTRIES, INC.,