**Exhibit 10(n)****FIRST AMENDMENT TO CREDIT AGREEMENT**     This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as ofApril 27, 2006 among FLORIDA EAST COAST INDUSTRIES, INC., a Florida corporation (the “ExistingBorrower”), certain Subsidiaries of the Existing Borrower as guarantors (the “ExistingGuarantors”), the Lenders party hereto and BANK OF AMERICA, N.A., as Administrative Agent,Swing Line Lender and L/C Issuer (the “Administrative Agent”). Capitalized terms usedherein and not otherwise defined shall have the meanings set forth in the Credit Agreement (definedbelow).RECITALS     WHEREAS, the Existing Borrower, the Existing Guarantors, the Lenders and the AdministrativeAgent are party to that certain Credit Agreement dated as of February 22, 2005 (as amended,restated, extended, supplemented or otherwise modified in writing from time to time, the“Credit Agreement”);     WHEREAS, the Existing Borrower has advised the Administrative Agent and the Lenders that itwishes to enter into a series of transactions that consists of the following (collectively, the“Transaction”): (i) the formation by the Existing Borrower of the following twoSubsidiaries: Foxx Holdings, Inc., a Florida corporation and wholly owned subsidiary of theExisting Borrower (“Holdco”), and Foxx Merger Sub, Inc., a Florida corporation and whollyowned subsidiary of Holdco (“Merger Sub”), (ii) the merger of the Existing Borrower intoMerger Sub with the Existing Borrower being the surviving entity (the “FECI Merger”), (iii)in connection with the FECI Merger, the shareholders of the Existing Borrower will receive sharesof Holdco in exchange for their shares of the Existing Borrower and after giving effect to the FECIMerger, Holdco will own all of the shares of the Existing Borrower, (iv) immediately subsequent tothe FECI Merger, the Existing Borrower will change its name to FEC Company and Holdco will changeits name to Florida East Coast Industries, Inc., and (v) immediately subsequent to the FECI Merger,Holdco will acquire certain assets pursuant to the Codina Acquisition Documents (as defined in thisAmendment) and the sellers of such assets will receive, among other things, shares of Holdco incompensation therefor;     WHEREAS, after giving effect to the Transaction, the Loan Parties will be in violation ofcertain terms of the Credit Agreement unless the Lenders agree to modify such terms as set forth inthis Amendment; and     WHEREAS, the Loan Parties have requested that the Lenders modify certain terms of the CreditAgreement and the Lenders have agreed to such modifications, subject to the terms set forth hereinas more fully set forth below.     NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the parties hereto agree as follows:
1

 
AGREEMENT     1. Amendments to Credit Agreement.     (a) Existing Definitions.     (i) The following definitions set forth in Section 1.01 of the Credit Agreementare amended and restated in their entirety as follows:     *“**Adjusted Total Debt**” means Debt of the Loan Parties determinedon a consolidated basis,**but**(a) excludes all Non-recourse Debt ofany Loan Party (excluding FECR and its Subsidiaries) and any Approved SPEand (b) includes all Debt consisting of recourse obligations of any LoanParty and any Approved SPE.*     *“**Adjusted Total EBITDA**” means, for any fiscal period of theBorrower, the EBITDA of the Loan Parties**minus**with respect to eachproject of any Loan Party (excluding FECR and its Subsidiaries) and anyApproved SPE financed by Non-recourse Debt, the sum of the amounts of anypositive EBITDA with respect to each such project for such period.*     *“**Adjusted Total Interest Expense**” means, for any period of theBorrower, Interest Expense of the Loan Parties**minus**with respect toeach project of any Loan Party (excluding FECR and its Subsidiaries) and anyApproved SPE financed by Non-recourse Debt, the sum of the amounts of anyInterest Expense with respect to each such project for such period.*     *“**Borrower**” means (i) prior to the consummation of the FECIMerger, the Existing Borrower and (ii) upon and after the consummation ofthe FECI Merger, Holdco.*     (ii) The second sentence of the definition of “Acquisition” set forth inSection 1.01 of the Credit Agreement is amended and restated in its entirety asfollows:     *Notwithstanding the foregoing, Acquisition shall not include (i) anyacquisition where the assets acquired consist solely of real property andassets incidental thereto (which may include operating buildings andoffice/industrial parks with tenant leases and property management contractsand personnel directly associated with the administration of such leases andcontracts) or (ii) any acquisition of a Person all or substantially all ofthe assets of which consist of real property and assets incidental thereto(which may include operating buildings and office/industrial parks withtenant leases and property management contracts and personnel directlyassociated with the administration of such leases and contracts), in eachcase made by any Loan Party or any of their Subsidiaries in the ordinarycourse of its business; provided that Acquisition shall include anyacquisition of a business as a going concern.*     (iii) Clause (k) of the definition of “Debt” set forth in Section 1.01 of theCredit Agreement is amended and restated in its entirety as follows:
2

 
     *(k) all Debt of the types referred to in clauses (a) through (j) aboveof any partnership or joint venture (other than a joint venture that isitself a corporation, limited liability company, limited liabilitypartnership, or limited liability limited partnership) in which such Personis a general partner or joint venturer, except to the extent that Debt isexpressly made non-recourse to such Person.*     (iv) Clause (b) of the definition of “Net Income” set forth in Section 1.01 ofthe Credit Agreement is amended and restated in its entirety as follows:     *(b) any net income (or net loss) of any other Person in which such Person hasless than a 100% ownership interest, except to the extent that any such income hasactually been received by such Person in the form of cash dividends or similardistributions;*     (b) New Definitions. The following definitions are added to Section 1.01 tothe Credit Agreement in the appropriate alphabetical order:     *“**Codina Acquisition**” means the acquisition of the equity interests andassets pursuant to the Codina Acquisition Documents, including all post closingtransactions specified in the Codina Acquisition Documents.*     *“**Codina Acquisition Documents**” means (a) the Agreement and Plan ofMerger and Contribution, dated as of January 5, 2006, among Florida East CoastIndustries, Inc, Foxx Holdings Inc., Foxx Merger Sub, Inc., Armando Codina,C/Countyline, LLC and C/WDL, Ltd, (b) the Agreement of Purchase and Sale ofMembership Interests, dated as of January 5, 2006, among Codina Holdings III, Ltd.,Armando Codina and FECR Land Holdings, LLC, (c) the Agreement of Purchase and Saleof Membership Interests, dated as of January 5, 2006, among Codina Atlas, Ltd.,Armando Codina and Flagler Commons, LLC, (d) the Admission and ContributionAgreement, dated as of January 5, 2006, among Codina Doral, Inc., Armando Codina,Ana-Marie Codina Barlick, Alexandra Margarita Codina, Andria Codina Miyares, AmandaMarcia Codina and Flagler Doral, LLC and (e) each other agreement executed anddelivered in connection with the foregoing agreements as part of the consummation ofthe Codina Acquisition.*     *“**Existing Borrower**” means Florida East Coast Industries, Inc., aFlorida corporation, (Federal Employer I.D. Number 59-2349968).*     ***“****FECI Merger****”****means the merger of the Existing Borrower into Merger Subwith the Existing Borrower being the surviving entity and with the resultingconsequence that Holdco becomes the sole owner of the Existing Borrower and theshareholders of the Existing Borrower become shareholders of Holdco.*     *“**Holdco**” means Foxx Holdings, Inc., a Florida corporation, (FederalEmployer I.D. Number 20-4427296).*     *“**Merger Sub**” means Foxx Merger Sub, Inc., a Florida corporation.*     (c) Liens. Section 8.01(f), (g) and (h) of the Credit Agreement are amendedand restated in their entirety and a new Section 8.01(i) is added to the Credit Agreement,each to read as follows:
3

 
     *(f) in respect of property securing Non-recourse Debt of any Loan Party(excluding FECR and its Subsidiaries) or any Approved SPE, but any such Liens shallcover only the property of the project to which such Non-recourse Debt relates,**provided**,**however**, Non-recourse Debt owing by the same debtor andoriginated by the same creditor may be cross-collateralized;*     *(g) in respect of CDD Debt up to an aggregate amount at any one timeoutstanding of $40,000,000;*     *(h) arising from a reverse like-kind exchange or any similar type of investmentthat is necessary to complete a like-kind exchange permitted by Section8.**04(b)(xvi)**; and*     *(i) other Liens (including Liens securing purchase money Debt) so long as theaggregate book value of all assets subject to such Liens does not exceed$50,000,000.*     (d) Liquidation, Sale of Assets and Merger. Section 8.03(b) of the CreditAgreement is amended and restated in its entirety to read as follows:     *(b) No Loan Party shall merge or consolidate with or into any other Person;**provided**,**however**, that (i) any Loan Party (other than the Borrower)may be merged into, or consolidated with, the Borrower or another Loan Party, if (x)immediately before and after giving effect to such merger or consolidation, noDefault shall have occurred and be continuing and (y) such merger or consolidationinvolves the Borrower, the Borrower is the surviving Person and (ii) the ExistingBorrower may merge into Merger Sub as part of the FECI Merger in accordance with theCodina Acquisition Documents.*     (e) Acquisitions and Investments.     (i) Section 8.04(a) of the Credit Agreement is amended and restated in itsentirety to read as follows     *(a) No Loan Party shall, directly or indirectly, make any Acquisitionor enter into any agreement to make any Acquisition for considerationconsisting of cash or cash equivalents, common Equity Interests of theBorrower (valued at the market value thereof as of the date of issuancethereof), other securities or properties of the Borrower or any other LoanParty (valued in good faith by the board of directors of the Borrower), theassumption of any debt (valued at the principal amount thereof), any otherconsideration (valued in good faith by the board of directors of theBorrower) or any combination of the foregoing; except that (i) the Borroweror any other Loan Party may make Acquisitions; provided that (A) immediatelyprior to such Acquisition, no Default shall have occurred and be continuing,(B) immediately after giving effect to such Acquisition, no Default shallhave occurred or be continuing, (C) after giving effect to such Acquisitionon a Pro Forma Basis, the Loan Parties would be in compliance with thefinancial covenants set forth in**Section 8.15**as of the most recentfiscal quarter end for which the Borrower has delivered financial statementspursuant to**Section 7.06(a)**or**(b)**, (D) the aggregate valueof all cash consideration (and assumed liabilities) for all Acquisitions(other than the Codina Acquisition) and other investments permitted under**Section 8.**04(b)(xii)**made during each fiscal*
4

 
*year shall not exceed $75,000,000 and (ii) the Borrower and the otherLoan Parties may consummate the Codina Acquisition; provided that, (A) theaggregate value of all cash consideration (and assumed liabilities) shallnot exceed $120,000,000 and (B) the total consideration (including equityand assumed liabilities) shall not exceed $300,000,000.*     (ii) Subsection 8.04(b)(xiii) and (xiv) of the Credit Agreement are amended andrestated in their entirety to read as follows:     *(xiii) (A) investments in joint ventures in connection with the CodinaAcquisition that exist on the date of such Acquisition; provided that thebook value of the investments in such joint ventures when made shall notexceed $75,000,000 in the aggregate and (B) investments in other jointventures; provided that (x) immediately prior to such investment, no Defaultshall have occurred and be continuing, (y) immediately after giving effectto such investment, no Default shall have occurred or be continuing, and (z)the amount of cash and the book value of other assets invested in jointventures shall not exceed $100,000,000 in the aggregate, net of any returnof capital from prior investments in joint ventures pursuant to this clause(z); or (xiv) advances, loans, or extensions of credit or other investmentsmade after the date hereof for general corporate purposes, including withoutlimitation seller or lessor financing in connection with asset sales andleases permitted hereunder, and Guarantees of Debt of Persons that are notLoan Parties, provided that the aggregate outstanding principal amount ofall such investments, advances, loans, extensions of credit and Guaranteesshall not exceed $100,000,000*     (f) Guarantees. Sections 8.05(b) and (d) of the Credit Agreement are amendedand restated in their entirety to read as follows:     *(b) any Loan Party may execute and deliver performance guaranties tomunicipalities in connection with specific projects in the ordinary course ofbusiness,*******     *(d) one or more Loan Parties may Guarantee any obligations of any Person thatis not a Loan Party, provided that the aggregate maximum principal liability underall such Guarantees, together with the aggregate outstanding principal amount ofinvestments, advances, loans and extensions of credit (other than such Guarantees)made pursuant**Section 8.**04(b)(xiv)**above, does not exceed $100,000,000.*     (g) Use of Proceeds. Section 8.09(a) of the Credit Agreement is amended andrestated in its entirety to read as follows:     *(a) for working capital, capital expenditures and other lawful corporatepurposes, including the financing of investments in joint ventures,*     (h) Restrictive Covenants. Section 8.11(i) of the Credit Agreement is amendedand restated in its entirety to read as follows:
5

 
     *(i) clause (e) of this**Section 8.11**shall not apply to covenantsapplicable to Non-recourse Debt of any Loan Party (excluding FECR and itsSubsidiaries) or any Approved SPE and*     (i) Future Group Members. Section 8.14 of the Credit Agreement is amended andrestated in its entirety to read as follows:     *No Loan Party shall create or acquire or permit to exist any interest in anySubsidiary unless (a) (i) such Subsidiary is a Guarantor or (ii) with respect to anynew Subsidiary, such Subsidiary becomes a Guarantor and executes and delivers to theAdministrative Agent a Joinder Agreement within thirty (30) days after it becomes aSubsidiary and (b) unless otherwise expressly agreed by the Required Lenders, suchSubsidiary is or becomes a member of the Consolidated Group;**provided**,**however**, that (x) any Subsidiary that owns less than $100,000 in assets andin which the Borrower has an intent to dissolve in the future shall not be requiredto be a Guarantor and (y) any new non-wholly owned Subsidiary shall not be requiredto be a Guarantor if such action would require the consent of a third party or isotherwise contractually prohibited.*     (j) Schedules.     (i) Schedules 6.01, 6.06, 6.09, 6.10, and 6.20 to the Credit Agreement areamended and restated in their entirety to read as set forth on new Schedulesattached hereto.     (ii) Schedule 1 to the Form of Compliance Certificate (Exhibit 7.06(g)) isamended and restated in its entirety to read as set forth on new Schedule 1 to Formof Compliance Certificate attached hereto.     2. Agreement with regard to Certain Joint Ventures. For avoidance of doubt, theparties hereto agree that, as of the date hereof, the management of each of the following entitiesis not controlled, directly or indirectly through one or more intermediaries, or both, by a LoanParty and, therefore, such entities are not Subsidiaries: CM LeJeune LP, a Delaware limitedpartnership (a/k/a CM LeJeune LLLP, Ltd.), AMB Codina Beacon Lakes, LLC, a Delaware limitedliability company, Beacon Village, LLC, a Delaware limited liability company, CM Doral Development,LLC, a Delaware limited liability company, Codina Doral, Ltd., a Florida limited partnership, andBoca 54 Land Associates, LLC, a Delaware limited liability company.     3. Effectiveness; Conditions Precedent. This Amendment shall be effective when all ofthe conditions set forth in this Section 3 have been satisfied in form and substance acceptable tothe Administrative Agent:     (a) Executed Amendment. Receipt by the Administrative Agent of counterparts ofthis Amendment duly executed by each Loan Party and by the Lenders.     (b) Revised Schedules. Receipt by the Administrative Agent of updatedschedules to the Credit Agreement to make all schedules true and complete as of the datehereof.     (c) Holdco Assumption of Borrower Obligations. Receipt by the AdministrativeAgent of the Assumption, Release and Joinder Agreement in the form attached hereto asExhibit A (the “Assumption Document”) duly executed by the Existing Borrower, Holdcoand the Administrative Agent, to evidence that, immediately upon the consummation of theFECI
6

 
Merger, (i) Holdco shall assume all obligations of the Borrower under the LoanDocuments and shall become the “Borrower” for purposes of the Loan Documents, (ii) theExisting Borrower shall become a Guarantor and (iii) the Existing Borrower shall be releasedof all of its obligations as the “Borrower.”     (d) New Guarantors. Receipt by the Administrative Agent of an executed JoinderAgreement with respect to all Subsidiaries of any Loan Party (excluding any ExistingGuarantors and the Existing Borrower, but including all newly formed or acquiredSubsidiaries) causing each of them to become a Guarantor (the “Joinder Agreement”).     (e) Opinions of Counsel. Receipt by the Administrative Agent of favorableopinions of legal counsel to the Loan Parties, addressed to the Administrative Agent andeach Lender, dated as of the date hereof, which opinions shall provide, among other things,that each of this Amendment, the Assumption Document and the Joinder Agreement has been dulyauthorized, executed and delivered by each of the Loan Parties party thereto, that each ofthis Amendment, the Assumption Document and the Joinder Agreement is a valid, binding andenforceable obligation of the Loan Parties party thereto and that the execution and deliveryof this Amendment, the Assumption Document or the Joinder Agreement by the applicable LoanParties and the consummation of the transactions contemplated thereby will not violate theOrganization Documents and material agreements of such Loan Parties, and shall otherwise bein form and substance reasonably acceptable to the Administrative Agent and the Lenders.     (f) No Material Adverse Change. There shall not have occurred a materialadverse change since December 31, 2004 in the business, assets, liabilities (actual orcontingent), operations or condition (financial or otherwise) of the Loan Parties and theirSubsidiaries, taken as a whole, or FECR.     (g) Litigation. There shall not exist any action, suit, investigation orproceeding pending or threatened in any court or before an arbitrator or GovernmentalAuthority that could reasonably be expected to have a Material Adverse Effect.     (h) Authority Documents.     (i) Certificates. Receipt by the Administrative Agent of thefollowing, in each case in form and substance satisfactory to the AdministrativeAgent and its legal counsel:     (x) for each new Loan Party, copies of the Organization Documents ofeach such Loan Party certified to be true and complete as of a recent dateby the appropriate Governmental Authority of the state or other jurisdictionof its incorporation or organization, where applicable, and certified by asecretary or assistant secretary of such Loan Party to be true and correctas of the date hereof;     (y) for each existing Loan Party, a certificate for each such LoanParty, certifying that the Organization Documents of each such Loan Party,which were delivered to the Administrative Agent on or about February 22,2005 in connection with the original closing of the Credit Agreement, havenot been rescinded or modified, have been in full force and effect since theClosing Date and are in full force and effect as of the date hereof; and
7

 
     (z) with respect to each Loan Party, a certificate with resolutions,incumbency and such other matters as the Administrative Agent may requireevidencing the identity, authority and capacity of each Loan Party and eachResponsible Officer thereof to act in connection with this Amendment, theAssumption Document and the Joinder Agreement to which such Loan Party is aparty.     (ii) Good Standings. Copies of certificates of good standing,existence or its equivalent with respect to each Loan Party certified as of a recentdate by the appropriate Governmental Authorities of the state of incorporation andeach other state in which such Loan Party is qualified to do business.     (i) Codina Acquisition. (i) the Administrative Agent shall have received, inform and substance reasonably satisfactory to the Administrative Agent, (A) all financialinformation regarding the assets being acquired pursuant to the Codina Acquisition and (B)the corporate structure of the Loan Parties and their Subsidiaries after giving effect tothe Codina Acquisition, as requested by the Administrative Agent and (ii) the CodinaAcquisition shall have been consummated on substantially the terms set forth in the CodinaAcquisition Documents previously provided to the Administrative Agent on or about January 6,2006 (together with such modifications as agreed to by the Administrative Agent).     (j) Consents. The Administrative Agent shall have received evidence that allgovernmental, shareholder and material third party consents and approvals necessary inconnection with the Codina Acquisition, this Amendment, the Assumption Document and theJoinder Agreement have been obtained, except where the failure to obtain such consent couldnot be expected to have a Material Adverse Effect, and all applicable waiting periods haveexpired without any action being taken by any authority that could restrain, prevent orimpose any material adverse conditions on the Codina Acquisition, this Amendment, theAssumption Document and the Joinder Agreement or that could seek to threaten any of theforegoing.     (k) Fees. Receipt by the Administrative Agent and the Lenders of any feesinvoiced and required to be paid on or before the date hereof.     4. 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, the Assumption Document and the Joinder Agreementshall each constitute a Loan Document.     5. 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, the Assumption Document and the Joinder Agreement to which itis a party.     (b) This Amendment, the Assumption Document and the Joinder Agreement to which it is aparty have been duly executed and delivered by such Loan Party and constitutes such
8

 
Loan Party’s legal, valid and binding obligations, enforceable in accordance with its terms,except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization,fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rightsgenerally and (ii) general principles of equity (regardless of whether such enforceabilityis 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 Loan Party of this Amendment,the Assumption Document or the Joinder Agreement, to the extent it is a party thereto.     (d) The execution and delivery of this Amendment, the Assumption Document and theJoinder Agreement does not (i) violate, contravene or conflict with any provision of its, orits Subsidiaries’ Organization Documents or (ii) materially violate, contravene or conflictwith any Requirement of Law or any other law, regulation, order, writ, judgment, injunction,decree or permit applicable to it or any of its Subsidiaries.     6. Representations and Warranties of the Loan Parties. The Loan Parties represent andwarrant to the Administrative Agent and the Lenders that (a) the representations and warranties ofthe Loan Parties set forth in Article VI of the Credit Agreement are true and correct in allmaterial respects as of the date hereof and (b) after giving effect to this Amendment and the othertransactions contemplated herein, no event has occurred and is continuing which constitutes aDefault or an Event of Default.     7. Covenants of the Loan Parties. The Loan Parties shall promptly upon the filingthereof deliver to the Administrative Agent a copy of the amendments to the articles ofincorporation evidencing the change of name for the Existing Borrower and Holdco, each certified bythe appropriate Governmental Authority.     8. Release. In consideration of the Administrative Agent and the Lenders enteringinto this Amendment on behalf of the Lenders, the Loan Parties hereby release the AdministrativeAgent, the L/C Issuer, each of the Lenders, and the Administrative Agent’s, the L/C Issuer’s andeach of the Lenders’ respective officers, employees, representatives, agents, counsel and directorsfrom any and all actions, causes of action, claims, demands, damages and liabilities of whateverkind or nature, in law or in equity, now known or unknown, suspected or unsuspected to the extentthat any of the foregoing arises from any action or failure to act solely in connection with theLoan Documents on or prior to the date hereof.     9. 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.     10. 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]
9

 
     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.     EXISTING BORROWER:      FLORIDA EAST COAST INDUSTRIES, INC.,