Florida East Coast Holdings Corp. Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 10th, 2011 • Florida East Coast Holdings Corp. • New York
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Change of Control Agreement
Change of Control Agreement • March 12th, 2014 • Florida East Coast Holdings Corp. • Railroads, line-haul operating

This Change of Control Agreement (this “Agreement”) is entered into as of December 2, 2013 by and among Florida East Coast Railway LLC., a Florida limited liability company (the “Company”), and Andrew Westhoff (“Executive”). Where the context permits, references to “the Company” shall include the Company and any successor of the Company.

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 12th, 2014 • Florida East Coast Holdings Corp. • Railroads, line-haul operating

This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (“this Amendment”) is entered into as of February 19, 2014, by and among Florida East Coast Railway L.L.C., a Florida limited liability company (the “Company”), Florida East Coast Railway Corp. (f/k/a FECR Rail Corp), a Delaware corporation (“FECR”) and John A. Brenholt (“Executive”). Where the context permits, references to “the Company” shall include the Company and any successor of the Company.

PORT EVERGLADES INTERMODAL CONTAINER TRANSFER FACILITY LEASE AND OPERATING AGREEMENT
Lease and Operating Agreement • October 2nd, 2012 • Florida East Coast Holdings Corp. • Railroads, line-haul operating • Florida

THIS PORT EVERGLADES INTERMODAL CONTAINER TRANSFER FACILITY LEASE AND OPERATING AGREEMENT (the “Agreement”) is made by and between BROWARD COUNTY, a political subdivision of the State of Florida, acting by and through its Board of County Commissioners (hereinafter referred to as the “County”), and FLORIDA EAST COAST RAILWAY, L.L.C., a Florida limited liability company (hereinafter referred to as “FEC”) (and the County and FEC are individually referred to as a “Party” and collectively referred to as the “Parties”).

FIRST SUPPLEMENTAL INDENTURE
Supplemental Indenture • March 15th, 2012 • Florida East Coast Holdings Corp. • Railroads, line-haul operating • New York

FIRST SUPPLEMENTAL INDENTURE, dated as of March 14, 2012 (this “Supplemental Indenture”), among Florida East Coast Holdings Corp., a Florida corporation (the “Parent Guarantor”), the direct parent company of Florida East Coast Railway Corp., a Delaware corporation (the “Issuer”), each existing subsidiary Guarantor under the Indenture referred to below (the “Existing Guarantors”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”) and as notes collateral agent (the “Notes Collateral Agent”) under the Indenture referred to below.

THE EXECUTIVE NONQUALIFIED “EXCESS” PLAN ADOPTION AGREEMENT
Adoption Agreement • October 18th, 2012 • Florida East Coast Holdings Corp. • Railroads, line-haul operating

THIS AGREEMENT is the adoption by Florida East Coast Railway, L.L.C. the “Company”) of the Executive Nonqualified Excess Plan (“Plan”).

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 12th, 2014 • Florida East Coast Holdings Corp. • Railroads, line-haul operating

This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (“this Amendment”) is entered into as of February 19, 2014, by and among Florida East Coast Railway L.L.C., a Florida limited liability company (the “Company”), Florida East Coast Railway Corp. (f/k/a FECR Rail Corp), a Delaware corporation (“FECR”) and James R. Hertwig (“Executive”). Where the context permits, references to “the Company” shall include the Company and any successor of the Company.

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION AND FEC PEVT, L.L.C., BORROWER, AND FLORIDA EAST COAST RAILWAY, L.L.C., GUARANTOR. STATE-FUNDED STATE INFRASTRUCTURE BANK LOAN AGREEMENT
State-Funded State Infrastructure Bank Loan Agreement • October 2nd, 2012 • Florida East Coast Holdings Corp. • Railroads, line-haul operating • Florida

THIS AGREEMENT is entered into by and among the STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION (the “Department”), FEC PEVT, L.L.C., a Florida limited liability company (the “Borrower”) and Florida East Coast Railway, L.L.C., a Florida limited liability company (the “Guarantor”).

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