1 EXHIBIT 10 MANAGEMENT AGREEMENT TABLE OF CONTENTSManagement Agreement • November 13th, 1998 • Florida East Coast Industries Inc • Railroads, line-haul operating • Florida
RECITALSCredit Agreement • March 13th, 2003 • Florida East Coast Industries Inc • Railroads, line-haul operating
RIGHTS AGREEMENTRights Agreement • October 4th, 2000 • Florida East Coast Industries Inc • Railroads, line-haul operating • Florida
EXHIBIT 10(b) CREDIT AGREEMENT Dated as of March 22, 2001Credit Agreement • March 30th, 2001 • Florida East Coast Industries Inc • Railroads, line-haul operating • New York
DATED AS OFStock Purchase Agreement • December 17th, 2002 • Florida East Coast Industries Inc • Railroads, line-haul operating • New York
Exhibit 10 CREDIT AGREEMENT Dated as of March 31, 2000Credit Agreement • May 12th, 2000 • Florida East Coast Industries Inc • Railroads, line-haul operating • New York
BETWEENEmployment Agreement • March 26th, 2002 • Florida East Coast Industries Inc • Railroads, line-haul operating • Florida
AGREEMENT ---------Credit Agreement • August 9th, 2004 • Florida East Coast Industries Inc • Railroads, line-haul operating
BETWEENRestricted Stock Agreement • April 22nd, 2005 • Florida East Coast Industries Inc • Railroads, line-haul operating • Florida
BETWEENEmployment Agreement • March 30th, 2001 • Florida East Coast Industries Inc • Railroads, line-haul operating • Florida
Exhibit 10(c) Amendment to Employment Agreement Amendment made as of this 26th day of February 2004 to the Employment Agreement dated as of February 2, 1999 (the "Employment Agreement") by and between Florida East Coast Industries, Inc. ("FECI"), a...Employment Agreement • April 29th, 2004 • Florida East Coast Industries Inc • Railroads, line-haul operating
BETWEENEmployment Agreement • April 22nd, 2005 • Florida East Coast Industries Inc • Railroads, line-haul operating • Florida
BETWEEN DANIEL POPKY ANDEmployment Agreement • April 29th, 2004 • Florida East Coast Industries Inc • Railroads, line-haul operating • Florida
AMENDMENT NUMBER TWO TO EMPLOYMENT AGREEMENTEmployment Agreement • April 29th, 2004 • Florida East Coast Industries Inc • Railroads, line-haul operating
CREDIT AGREEMENT Dated as of February 22, 2005 among FLORIDA EAST COAST INDUSTRIES, INC., as the Borrower, THE SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C...Credit Agreement • February 24th, 2005 • Florida East Coast Industries Inc • Railroads, line-haul operating • New York
This CREDIT AGREEMENT is entered into as of February 22, 2005 among FLORIDA EAST COAST INDUSTRIES, INC., a Florida corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
WITNESSETH:Professional Services • May 17th, 1999 • Florida East Coast Industries Inc • Railroads, line-haul operating • Florida
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 9th, 2004 • Florida East Coast Industries Inc • Railroads, line-haul operating • Florida
BYMortgage, Security Agreement and Fixture Filing • November 8th, 2001 • Florida East Coast Industries Inc • Railroads, line-haul operating • Florida
AMENDED AND RESTATED RIGHTS AGREEMENT dated as of September 22, 2003 between FLORIDA EAST COAST INDUSTRIES, INC. and WACHOVIA BANK, NATIONAL ASSOCIATION as Rights AgentRights Agreement • September 22nd, 2003 • Florida East Coast Industries Inc • Railroads, line-haul operating • Florida
AMENDED AND RESTATED RIGHTS AGREEMENT dated as of September 22, 2003 between Florida East Coast Industries, Inc., a Florida corporation (the “Company”), and Wachovia Bank, National Association, a national banking institution, as Rights Agent (the “Rights Agent”),
RECITALSCredit Agreement and Pledge Agreement • March 26th, 2002 • Florida East Coast Industries Inc • Railroads, line-haul operating • New York
PARTICIPATION AGREEMENTSupplemental Executive Retirement Plan Participation Agreement • April 22nd, 2005 • Florida East Coast Industries Inc • Railroads, line-haul operating • Florida
1 EXHIBIT 10.2 SHAREHOLDERS AGREEMENTShareholders Agreement • November 15th, 1999 • Florida East Coast Industries Inc • Railroads, line-haul operating • Florida
MORTGAGE, SECURITY AGREEMENT AND FIXTURE FILING BY GRAN CENTRAL – DEERWOOD NORTH, LLC, a Delaware limited liability company, as Borrower TO METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation, as Lender August 10, 2004 Deerwood NorthMortgage, Security Agreement and Fixture Filing • August 17th, 2004 • Florida East Coast Industries Inc • Railroads, line-haul operating • Florida
Loan Documents: The Note, this Mortgage and any other documents related to the Note and/or this Mortgage including without limitation that certain Mortgage Application (the “Application”) executed and delivered by the Borrower to the Lender, and accepted by the Lender as of May 25, 2004 (the “Acceptance Date”) and all renewals, amendments, modifications, restatements and extensions of these documents. Indemnity Agreement: Unsecured Indemnity Agreement dated as of the Execution Date and executed by Borrower in favor of Lender in connection with this Mortgage. The Indemnity Agreement is not a Loan Document and shall survive repayment of the Loan or other termination of the Loan Documents.
Exhibit 10 (c).2 CHANGE IN CONTROL AGREEMENT This Agreement (the "Agreement") made this February 10th, 2005, by and between, Florida East Coast Industries, Inc., a Florida corporation, with its principal office at One Malaga Street, St. Augustine,...Change in Control Agreement • April 22nd, 2005 • Florida East Coast Industries Inc • Railroads, line-haul operating • Florida
EXHIBIT 10.7 CHANGE IN CONTROL AGREEMENT This Agreement (the "Agreement") made as of the 1st day of August, 2001, by and between, Florida East Coast Industries, Inc., a Florida corporation, with its principal office at One Malaga Street, St....Change in Control Agreement • November 8th, 2001 • Florida East Coast Industries Inc • Railroads, line-haul operating • Florida
1 EXHIBIT 10.1 DISTRIBUTION AND RECAPITALIZATION AGREEMENT DISTRIBUTION AND RECAPITALIZATION AGREEMENT, dated as of October 26, 1999 (this "Agreement"), between The ST. JOE COMPANY, a Florida company ("St. Joe"), and FLORIDA EAST COAST INDUSTRIES,...Distribution and Recapitalization Agreement • November 15th, 1999 • Florida East Coast Industries Inc • Railroads, line-haul operating • Florida
STOCK PURCHASE AGREEMENT dated as of August 4, 2004 between Florida East Coast Industries, Inc. and Alfred I. duPont Testamentary Trust and The Nemours Foundation relating to the purchase and sale of Shares of Common Stock of Florida East Coast...Stock Purchase Agreement • August 13th, 2004 • Florida East Coast Industries Inc • Railroads, line-haul operating • Florida
AGREEMENT dated as of August 4, 2004 between Florida East Coast Industries, Inc., a Florida corporation (“Buyer”), and Alfred I. duPont Testamentary Trust (“Trust”) and the Nemours Foundation (“Foundation”) (collectively “Seller”).
1 EXHIBIT 10.3 MASTER AGREEMENT THIS MASTER AGREEMENT (the "Agreement") is made and entered into as of this 26th day of October, 1999, by and among THE ST. JOE COMPANY, a Florida corporation ("St. Joe"), and GRAN CENTRAL CORPORATION, a Florida...Master Agreement • November 15th, 1999 • Florida East Coast Industries Inc • Railroads, line-haul operating • Florida
AGREEMENT REGARDING SOFTWARE LICENSING AND IMPLEMENTATION, AND ONGOING SUPPORT AND MANAGEMENT SERVICES THIS AGREEMENT is made and entered into effective as of this 1st day of December, 1998, by and between RAILCAR MANAGEMENT, INC. ("RMI"), a Georgia...Software Licensing Agreement • March 31st, 1999 • Florida East Coast Industries Inc • Railroads, line-haul operating • Georgia
AGREEMENT OF PURCHASE AND SALE OF MEMBERSHIP INTERESTSPurchase and Sale Agreement • January 11th, 2006 • Florida East Coast Industries Inc • Railroads, line-haul operating • Florida
This Agreement of Purchase and Sale of Membership Interests (the “Agreement”) is made as of January 5, 2006 by and among CODINA HOLDINGS III, LTD., a Florida limited partnership (“Seller”), ARMANDO CODINA (“Mr. Codina”) and FECR LAND HOLDINGS, LLC, a Florida limited liability company (“Buyer”).
ADMISSION AND CONTRIBUTION AGREEMENT among CODINA DORAL, INC., a Florida corporation, ARMANDO CODINA ANA-MARIE CODINA BARLICK ALEXANDRA MARGARITA CODINA ANDRIA CODINA MIYARES AMANDA MARCIA CODINA and FLAGLER DORAL, LLC, a Florida limited liability...Admission and Contribution Agreement • January 11th, 2006 • Florida East Coast Industries Inc • Railroads, line-haul operating • Florida
This Admission and Contribution Agreement (the “Agreement”) is made as of January 5, 2006 by and among CODINA DORAL, INC., a Florida corporation (“CD Inc”), ARMANDO CODINA (“Mr. Codina”), ANA-MARIE CODINA BARLICK (“Ana-Marie”), ALEXANDRA MARGARITA CODINA (“Alexandra”), ANDRIA CODINA MIYARES (“Andria”) and AMANDA MARCIA CODINA (“Amanda”) and together with CD Inc, Mr. Codina, Ana-Marie, Alexandra and Andria, each a “Codina Party” and collectively, the “Codina Parties”) and FLAGLER DORAL, LLC, a Florida limited liability company (“Flagler”).
1 EXHIBIT 10(b) CITY OF JACKSONVILLE INTERCHANGE DEVELOPMENT AGREEMENT This Interchange Development Agreement is made and entered into by and between the CITY OF JACKSONVILLE, Florida, a municipal corporation and a political subdivision of the State...Interchange Development Agreement • August 16th, 1999 • Florida East Coast Industries Inc • Railroads, line-haul operating
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.Merger Agreement • January 11th, 2006 • Florida East Coast Industries Inc • Railroads, line-haul operating • Florida
AGREEMENT AND PLAN OF MERGER AND CONTRIBUTION dated as of January 5, 2006 (this “Agreement”) among Florida East Coast Industries, Inc., a Florida corporation (“FECI”), Foxx Holdings, Inc., a Florida corporation and a wholly owned subsidiary of FECI (“Parent”), Foxx Merger Sub, Inc., a Florida corporation and a wholly owned subsidiary of Parent (“Foxx Merger Sub”), Armando Codina (“Mr. Codina”), C/Countyline, LLC, a Florida limited liability company (“CC”), and C/WDL, Ltd., a Florida limited partnership (“C/WDL” and together with Mr. Codina, and CC, the “Contributors” with each being referred to herein as a “Contributor”).
AGREEMENT OF PURCHASE AND SALE OF MEMBERSHIP INTERESTSPurchase and Sale Agreement • January 11th, 2006 • Florida East Coast Industries Inc • Railroads, line-haul operating • Florida
This Agreement of Purchase and Sale of Membership Interests (the “Agreement”) is made as of January 5, 2006 by and among CODINA ATLAS, LTD., a Florida limited partnership (“Seller”), ARMANDO CODINA (“Mr. Codina”) and FLAGLER COMMONS LLC, a Florida limited liability company (“Buyer”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • July 24th, 2003 • Florida East Coast Industries Inc • Railroads, line-haul operating
AMENDMENT made as of this 6th day of March, 2003 to the Employment Agreement dated as of October 30, 1998 (the “Employment Agreement”), by and between Florida East Coast Industries, Inc. (“FECI”), a Florida corporation, and Robert W. Anestis (the “Executive”).
