Ex-10(n)



 







Exhibit 10(n)




FIRST AMENDMENT TO CREDIT AGREEMENT




     This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of
April 27, 2006 among FLORIDA EAST COAST INDUSTRIES, INC., a Florida corporation (the “Existing
Borrower”), certain Subsidiaries of the Existing Borrower as guarantors (the “Existing
Guarantors”), 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 used
herein and not otherwise defined shall have the meanings set forth in the Credit Agreement (defined
below).



RECITALS




     WHEREAS, the Existing Borrower, the Existing Guarantors, the Lenders and the Administrative
Agent 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 it
wishes 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 two
Subsidiaries: Foxx Holdings, Inc., a Florida corporation and wholly owned subsidiary of the
Existing Borrower (“Holdco”), and Foxx Merger Sub, Inc., a Florida corporation and wholly
owned subsidiary of Holdco (“Merger Sub”), (ii) the merger of the Existing Borrower into
Merger 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 shares
of Holdco in exchange for their shares of the Existing Borrower and after giving effect to the FECI
Merger, Holdco will own all of the shares of the Existing Borrower, (iv) immediately subsequent to
the FECI Merger, the Existing Borrower will change its name to FEC Company and Holdco will change
its 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 this
Amendment) and the sellers of such assets will receive, among other things, shares of Holdco in
compensation therefor;



     WHEREAS, after giving effect to the Transaction, the Loan Parties will be in violation of
certain terms of the Credit Agreement unless the Lenders agree to modify such terms as set forth in
this Amendment; and



     WHEREAS, the Loan Parties have requested that the Lenders modify certain terms of the Credit
Agreement and the Lenders have agreed to such modifications, subject to the terms set forth herein
as more fully set forth below.



     NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby 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 Agreement
are amended and restated in their entirety as follows:




     “Adjusted Total Debt” means Debt of the Loan Parties determined
on a consolidated basis, but (a) excludes all Non-recourse Debt of
any Loan Party (excluding FECR and its Subsidiaries) and any Approved SPE
and (b) includes all Debt consisting of recourse obligations of any Loan
Party and any Approved SPE.




     “Adjusted Total EBITDA” means, for any fiscal period of the
Borrower, the EBITDA of the Loan Parties minus with respect to each
project of any Loan Party (excluding FECR and its Subsidiaries) and any
Approved SPE financed by Non-recourse Debt, the sum of the amounts of any
positive EBITDA with respect to each such project for such period.




     “Adjusted Total Interest Expense” means, for any period of the
Borrower, Interest Expense of the Loan Parties minus with respect to
each project of any Loan Party (excluding FECR and its Subsidiaries) and any
Approved SPE financed by Non-recourse Debt, the sum of the amounts of any
Interest Expense with respect to each such project for such period.




     “Borrower” means (i) prior to the consummation of the FECI
Merger, the Existing Borrower and (ii) upon and after the consummation of
the FECI Merger, Holdco.




     (ii) The second sentence of the definition of “Acquisition” set forth in
Section 1.01 of the Credit Agreement is amended and restated in its entirety as
follows:




     Notwithstanding the foregoing, Acquisition shall not include (i) any
acquisition where the assets acquired consist solely of real property and
assets incidental thereto (which may include operating buildings and
office/industrial parks with tenant leases and property management contracts
and personnel directly associated with the administration of such leases and
contracts) or (ii) any acquisition of a Person all or substantially all of
the assets of which consist of real property and assets incidental thereto
(which may include operating buildings and office/industrial parks with
tenant leases and property management contracts and personnel directly
associated with the administration of such leases and contracts), in each
case made by any Loan Party or any of their Subsidiaries in the ordinary
course of its business; provided that Acquisition shall include any
acquisition of a business as a going concern.




     (iii) Clause (k) of the definition of “Debt” set forth in Section 1.01 of the
Credit Agreement is amended and restated in its entirety as follows:



2









 






     (k) all Debt of the types referred to in clauses (a) through (j) above
of any partnership or joint venture (other than a joint venture that is
itself a corporation, limited liability company, limited liability
partnership, or limited liability limited partnership) in which such Person
is a general partner or joint venturer, except to the extent that Debt is
expressly made non-recourse to such Person.




     (iv) Clause (b) of the definition of “Net Income” set forth in Section 1.01 of
the 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 has
less than a 100% ownership interest, except to the extent that any such income has
actually been received by such Person in the form of cash dividends or similar
distributions;




     (b) New Definitions. The following definitions are added to Section 1.01 to
the Credit Agreement in the appropriate alphabetical order:




     “Codina Acquisition” means the acquisition of the equity interests and
assets pursuant to the Codina Acquisition Documents, including all post closing
transactions specified in the Codina Acquisition Documents.




     “Codina Acquisition Documents” means (a) the Agreement and Plan of
Merger and Contribution, dated as of January 5, 2006, among Florida East Coast
Industries, Inc, Foxx Holdings Inc., Foxx Merger Sub, Inc., Armando Codina,
C/Countyline, LLC and C/WDL, Ltd, (b) the Agreement of Purchase and Sale of
Membership 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 Sale
of Membership Interests, dated as of January 5, 2006, among Codina Atlas, Ltd.,
Armando Codina and Flagler Commons, LLC, (d) the Admission and Contribution
Agreement, dated as of January 5, 2006, among Codina Doral, Inc., Armando Codina,
Ana-Marie Codina Barlick, Alexandra Margarita Codina, Andria Codina Miyares, Amanda
Marcia Codina and Flagler Doral, LLC and (e) each other agreement executed and
delivered in connection with the foregoing agreements as part of the consummation of
the Codina Acquisition.




     “Existing Borrower” means Florida East Coast Industries, Inc., a
Florida corporation, (Federal Employer I.D. Number 59-2349968).




     “FECI Merger” means the merger of the Existing Borrower into Merger Sub
with the Existing Borrower being the surviving entity and with the resulting
consequence that Holdco becomes the sole owner of the Existing Borrower and the
shareholders of the Existing Borrower become shareholders of Holdco.




     “Holdco” means Foxx Holdings, Inc., a Florida corporation, (Federal
Employer 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 amended
and 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 shall
cover only the property of the project to which such Non-recourse Debt relates,
provided, however, Non-recourse Debt owing by the same debtor and
originated by the same creditor may be cross-collateralized;




     (g) in respect of CDD Debt up to an aggregate amount at any one time
outstanding of $40,000,000;




     (h) arising from a reverse like-kind exchange or any similar type of investment
that is necessary to complete a like-kind exchange permitted by Section
8.04(b)(xvi); and




     (i) other Liens (including Liens securing purchase money Debt) so long as the
aggregate 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 Credit
Agreement 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, no
Default shall have occurred and be continuing and (y) such merger or consolidation
involves the Borrower, the Borrower is the surviving Person and (ii) the Existing
Borrower may merge into Merger Sub as part of the FECI Merger in accordance with the
Codina Acquisition Documents.




     (e) Acquisitions and Investments.




     (i) Section 8.04(a) of the Credit Agreement is amended and restated in its
entirety to read as follows




     (a) No Loan Party shall, directly or indirectly, make any Acquisition
or enter into any agreement to make any Acquisition for consideration
consisting of cash or cash equivalents, common Equity Interests 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 Loan
Party (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 (i) the Borrower
or any other Loan Party may make Acquisitions; provided that (A) immediately
prior to such Acquisition, no Default shall have occurred and be continuing,
(B) immediately after giving effect to such Acquisition, no Default shall
have occurred or be continuing, (C) after giving effect to such Acquisition
on a Pro Forma Basis, the Loan Parties would be in compliance with the
financial covenants set forth in Section 8.15 as of the most recent
fiscal quarter end for which the Borrower has delivered financial statements
pursuant to Section 7.06(a) or (b), (D) the aggregate value
of 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 other
Loan Parties may consummate the Codina Acquisition; provided that, (A) the
aggregate value of all cash consideration (and assumed liabilities) shall
not exceed $120,000,000 and (B) the total consideration (including equity
and assumed liabilities) shall not exceed $300,000,000.




     (ii) Subsection 8.04(b)(xiii) and (xiv) of the Credit Agreement are amended and
restated in their entirety to read as follows:




     (xiii) (A) investments in joint ventures in connection with the Codina
Acquisition that exist on the date of such Acquisition; provided that the
book value of the investments in such joint ventures when made shall not
exceed $75,000,000 in the aggregate and (B) investments in other joint
ventures; provided that (x) immediately prior to such investment, no Default
shall have occurred and be continuing, (y) immediately after giving effect
to 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 joint
ventures shall not exceed $100,000,000 in the aggregate, net of any return
of capital from prior investments in joint ventures pursuant to this clause
(z); or (xiv) advances, loans, or extensions of credit or other investments
made after the date hereof for general corporate purposes, including without
limitation seller or lessor financing in connection with asset sales and
leases permitted hereunder, and Guarantees of Debt of Persons that are not
Loan Parties, provided that the aggregate outstanding principal amount of
all such investments, advances, loans, extensions of credit and Guarantees
shall not exceed $100,000,000




     (f) Guarantees. Sections 8.05(b) and (d) of the Credit Agreement are amended
and restated in their entirety to read as follows:




     (b) any Loan Party may execute and deliver performance guaranties to
municipalities in connection with specific projects in the ordinary course of
business,



****





     (d) one or more Loan Parties may Guarantee any obligations of any Person that
is not a Loan Party, provided that the aggregate maximum principal liability under
all such Guarantees, together with the aggregate outstanding principal amount of
investments, 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 and
restated in its entirety to read as follows:




     (a) for working capital, capital expenditures and other lawful corporate
purposes, including the financing of investments in joint ventures,




     (h) Restrictive Covenants. Section 8.11(i) of the Credit Agreement is amended
and restated in its entirety to read as follows:



5









 






     (i) clause (e) of this Section 8.11 shall not apply to covenants
applicable to Non-recourse Debt of any Loan Party (excluding FECR and its
Subsidiaries) or any Approved SPE and




     (i) Future Group Members. Section 8.14 of the Credit Agreement is amended and
restated in its entirety to read as follows:




     No Loan Party shall create or acquire or permit to exist any interest in any
Subsidiary unless (a) (i) such Subsidiary is a Guarantor or (ii) with respect to any
new Subsidiary, such Subsidiary becomes a Guarantor and executes and delivers to the
Administrative Agent a Joinder Agreement within thirty (30) days after it becomes a
Subsidiary and (b) unless otherwise expressly agreed by the Required Lenders, such
Subsidiary is or becomes a member of the Consolidated Group; provided,
however, that (x) any Subsidiary that owns less than $100,000 in assets and
in which the Borrower has an intent to dissolve in the future shall not be required
to be a Guarantor and (y) any new non-wholly owned Subsidiary shall not be required
to be a Guarantor if such action would require the consent of a third party or is
otherwise contractually prohibited.




     (j) Schedules.




     (i) Schedules 6.01, 6.06, 6.09, 6.10, and 6.20 to the Credit Agreement are
amended and restated in their entirety to read as set forth on new Schedules
attached hereto.




     (ii) Schedule 1 to the Form of Compliance Certificate (Exhibit 7.06(g)) is
amended and restated in its entirety to read as set forth on new Schedule 1 to Form
of Compliance Certificate attached hereto.



     2. Agreement with regard to Certain Joint Ventures. For avoidance of doubt, the
parties hereto agree that, as of the date hereof, the management of each of the following entities
is not controlled, directly or indirectly through one or more intermediaries, or both, by a Loan
Party and, therefore, such entities are not Subsidiaries: CM LeJeune LP, a Delaware limited
partnership (a/k/a CM LeJeune LLLP, Ltd.), AMB Codina Beacon Lakes, LLC, a Delaware limited
liability 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, and
Boca 54 Land Associates, LLC, a Delaware limited liability company.



     3. Effectiveness; Conditions Precedent. This Amendment shall be effective when all of
the conditions set forth in this Section 3 have been satisfied in form and substance acceptable to
the Administrative Agent:




     (a) Executed Amendment. Receipt by the Administrative Agent of counterparts of
this Amendment duly executed by each Loan Party and by the Lenders.




     (b) Revised Schedules. Receipt by the Administrative Agent of updated
schedules to the Credit Agreement to make all schedules true and complete as of the date
hereof.




     (c) Holdco Assumption of Borrower Obligations. Receipt by the Administrative
Agent of the Assumption, Release and Joinder Agreement in the form attached hereto as
Exhibit A (the “Assumption Document”) duly executed by the Existing Borrower, Holdco
and the Administrative Agent, to evidence that, immediately upon the consummation of the
FECI



6









 






Merger, (i) Holdco shall assume all obligations of the Borrower under the Loan
Documents and shall become the “Borrower” for purposes of the Loan Documents, (ii) the
Existing Borrower shall become a Guarantor and (iii) the Existing Borrower shall be released
of all of its obligations as the “Borrower.”




     (d) New Guarantors. Receipt by the Administrative Agent of an executed Joinder
Agreement with respect to all Subsidiaries of any Loan Party (excluding any Existing
Guarantors and the Existing Borrower, but including all newly formed or acquired
Subsidiaries) causing each of them to become a Guarantor (the “Joinder Agreement”).




     (e) Opinions of Counsel. Receipt by the Administrative Agent of favorable
opinions of legal counsel to the Loan Parties, addressed to the Administrative Agent and
each 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 duly
authorized, executed and delivered by each of the Loan Parties party thereto, that each of
this Amendment, the Assumption Document and the Joinder Agreement is a valid, binding and
enforceable obligation of the Loan Parties party thereto and that the execution and delivery
of this Amendment, the Assumption Document or the Joinder Agreement by the applicable Loan
Parties and the consummation of the transactions contemplated thereby will not violate the
Organization Documents and material agreements of such Loan Parties, and shall otherwise be
in form and substance reasonably acceptable to the Administrative Agent and the Lenders.




     (f) No Material Adverse Change. There shall not have occurred a material
adverse change since December 31, 2004 in the business, assets, liabilities (actual or
contingent), operations or condition (financial or otherwise) of the Loan Parties and their
Subsidiaries, taken as a whole, or FECR.




     (g) Litigation. There shall not exist any action, suit, investigation or
proceeding pending or threatened in any court or before an arbitrator or Governmental
Authority that could reasonably be expected to have a Material Adverse Effect.




     (h) Authority Documents.




     (i) Certificates. Receipt by the Administrative Agent of the
following, in each case in form and substance satisfactory to the Administrative
Agent and its legal counsel:




     (x) for each new Loan Party, copies of the Organization Documents of
each such Loan Party certified to be true and complete as of a recent date
by the appropriate Governmental Authority of the state or other jurisdiction
of its incorporation or organization, where applicable, and certified by a
secretary or assistant secretary of such Loan Party to be true and correct
as of the date hereof;




     (y) for each existing Loan Party, a certificate for each such Loan
Party, 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, have
not been rescinded or modified, have been in full force and effect since the
Closing 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 require
evidencing the identity, authority and capacity of each Loan Party and each
Responsible Officer thereof to act in connection with this Amendment, the
Assumption Document and the Joinder Agreement to which such Loan Party is a
party.




     (ii) Good Standings. Copies of certificates of good standing,
existence or its equivalent with respect to each Loan Party certified as of a recent
date by the appropriate Governmental Authorities of the state of incorporation and
each other state in which such Loan Party is qualified to do business.




     (i) Codina Acquisition. (i) the Administrative Agent shall have received, in
form and substance reasonably satisfactory to the Administrative Agent, (A) all financial
information 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 to
the Codina Acquisition, as requested by the Administrative Agent and (ii) the Codina
Acquisition shall have been consummated on substantially the terms set forth in the Codina
Acquisition 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 all
governmental, shareholder and material third party consents and approvals necessary in
connection with the Codina Acquisition, this Amendment, the Assumption Document and the
Joinder Agreement have been obtained, except where the failure to obtain such consent could
not be expected to have a Material Adverse Effect, and all applicable waiting periods have
expired without any action being taken by any authority that could restrain, prevent or
impose any material adverse conditions on the Codina Acquisition, this Amendment, the
Assumption Document and the Joinder Agreement or that could seek to threaten any of the
foregoing.




     (k) Fees. Receipt by the Administrative Agent and the Lenders of any fees
invoiced and required to be paid on or before the date hereof.



     4. Ratification of Credit Agreement. The term “Credit Agreement” as used in each of
the Loan Documents shall hereafter mean the Credit Agreement as amended and modified by this
Amendment. Except as herein specifically agreed, the Credit Agreement, as amended by this
Amendment, is hereby ratified and confirmed and shall remain in full force and effect according to
its terms. Each of the Loan Parties acknowledge and consent to the modifications set forth herein
and agree that this Amendment does not impair, reduce or limit any of its obligations under the
Loan Documents (including, without limitation, the indemnity obligations set forth therein) and
that, after the date hereof, this Amendment, the Assumption Document and the Joinder Agreement
shall each constitute a Loan Document.



     5. Authority/Enforceability. Each of the Loan Parties represents and warrants as
follows:




     (a) It has taken all necessary action to authorize the execution, delivery and
performance of this Amendment, the Assumption Document and the Joinder Agreement to which it
is a party.




     (b) This Amendment, the Assumption Document and the Joinder Agreement to which it is a
party 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’ rights
generally and (ii) general principles of equity (regardless of whether such enforceability
is considered in a proceeding at law or in equity).




     (c) No consent, approval, authorization or order of, or filing, registration or
qualification with, any court or governmental authority or third party is required in
connection 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 the
Joinder Agreement does not (i) violate, contravene or conflict with any provision of its, or
its Subsidiaries’ Organization 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 of its Subsidiaries.



     6. Representations and Warranties of the Loan Parties. The Loan Parties represent and
warrant to the Administrative Agent and the Lenders that (a) the representations and warranties of
the Loan Parties set forth in Article VI of the Credit Agreement are true and correct in all
material respects as of the date hereof and (b) after giving effect to this Amendment and the other
transactions contemplated herein, no event has occurred and is continuing which constitutes a
Default or an Event of Default.



     7. Covenants of the Loan Parties. The Loan Parties shall promptly upon the filing
thereof deliver to the Administrative Agent a copy of the amendments to the articles of
incorporation evidencing the change of name for the Existing Borrower and Holdco, each certified by
the appropriate Governmental Authority.



     8. Release. In consideration of the Administrative Agent and the Lenders entering
into this Amendment on behalf of the Lenders, the Loan Parties hereby release the Administrative
Agent, the L/C Issuer, each of the Lenders, and the Administrative Agent’s, the L/C Issuer’s and
each of the Lenders’ respective officers, employees, representatives, agents, counsel and directors
from any and all actions, causes of action, claims, demands, damages and liabilities of whatever
kind or nature, in law or in equity, now known or unknown, suspected or unsuspected to the extent
that any of the foregoing arises from any action or failure to act solely in connection with the
Loan Documents on or prior to the date hereof.



     9. Counterparts/Telecopy. This Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be an original, but all of which
shall constitute one and the same instrument. Delivery of executed counterparts of this Amendment
by telecopy shall be effective as an original and shall constitute a representation that an
original shall be delivered promptly upon request.



     10. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE
STATE 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 to
be duly executed and delivered and this Amendment shall be effective as of the date first above
written.



	 	 	 	 	 
	EXISTING BORROWER:
	 	 	 	 
	 

	 	FLORIDA EAST COAST INDUSTRIES, INC.,

a Florida corporation
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Bradley D. Lehan
	 

	 	 	 	 
	 

	 	Name: Bradley D. Lehan

Title: Vice President
	 
	 	 	 	 
	EXISTING GUARANTORS:

	 	FLORIDA EAST COAST RAILWAY, L.L.C.,

a Florida limited liability company
	 
	 	 	 	 
	 

	 	FEC HIGHWAY SERVICES, INC.,

a Florida corporation
	 
	 	 	 	 
	 

	 	FLORIDA EXPRESS LOGISTICS, INC.,

a Florida corporation
	 
	 	 	 	 
	 

	 	FLORIDA EAST COAST DELIVERIES, INC.,

a Florida corporation
	 
	 	 	 	 
	 

	 	RAILROAD TRACK CONSTRUCTION CORPORATION,

a Florida corporation
	 
	 	 	 	 
	 

	 	FLAGLER TRANSPORTATION SERVICES, INC.,

a Florida corporation
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Bradley D. Lehan
	 

	 	 	 	 
	 

	 	Name: Bradley D. Lehan

Title: Vice President,

of each of the above Guarantors
















 






	 	 	 	 	 	 	 	 	 	 	 
	 

	 	BEACON STATION 22, 23 AND 24 LIMITED PARTNERSHIP,

a Delaware limited partnership
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	GCC BEACON 22, 23 & 24, LLC,

its general partner
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	FLAGLER DEVELOPMENT COMPANY,

its sole member
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By:
	 	/s/ Bradley D. Lehan
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name: Bradley D. Lehan

Title: Treasurer
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	GCC BEACON 22, 23 & 24, LLC,

a Florida limited liability company
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	FLAGLER DEVELOPMENT COMPANY,

its sole member
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Bradley D. Lehan
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Bradley D. Lehan

Title: Treasurer
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	GRAN CENTRAL-DEERWOOD NORTH, L.L.C.,

a Delaware limited liability company
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	FLAGLER DEVELOPMENT COMPANY,

its sole member
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Bradley D. Lehan
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Bradley D. Lehan

Title: Treasurer
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	FLAGLER DEVELOPMENT REALTY, INC.,

a Florida corporation
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Bradley D. Lehan
	 

	 	 	 	 
	 

	 	Name: Bradley D. Lehan

Title: Vice President
















 






	 	 	 	 	 
	X

	 	FLAGLER DEVELOPMENT COMPANY,

a Florida corporation
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Bradley D. Lehan
	 

	 	 	 	 
	 

	 	Name: Bradley D. Lehan

Title: Vice President
	 
	 	 	 	 
	 

	 	FDC LAND HOLDINGS, LLC,

a Florida limited liability company

by Flagler Development Company its sole member
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Bradley D. Lehan
	 

	 	 	 	 
	 

	 	Name: Bradley D. Lehan

Title: Vice President
















 






	 	 	 	 	 
	ADMINISTRATIVE AGENT:

	 	BANK OF AMERICA, N.A.,

as Administrative Agent
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Ronaldo Naval
	 

	 	 	 	 
	 

	 	Name: Ronaldo Naval

Title: Vice President
	 
	 	 	 	 
	LENDERS:

	 	BANK OF AMERICA, N.A.,

as a Lender, L/C Issuer and Swing Line Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ John M. Hall
	 

	 	 	 	 
	 

	 	Name: John M. Hall

Title: Senior Vice President
















 






	 	 	 	 	 
	 

	 	SUNTRUST BANK
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Kathy Boozer Boone
	 

	 	 	 	 
	 

	 	Name: Kathy Boozer Boone

Title: Vice President
















 






	 	 	 	 	 
	 

	 	WACHOVIA BANK, NATIONAL ASSOCIATION
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Miriam D. Howard
	 

	 	 	 	 
	 

	 	Name: Miram D. Howard

Title: Vice President
















 






	 	 	 	 	 
	 

	 	LASALLE BANK, NATIONAL ASSOCIATION
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Hollis J. Griffin
	 

	 	 	 	 
	 

	 	Name: Hollis J. Griffin

Title: First Vice President