0000950144-06-007503 Sample Contracts

RESTRICTED STOCK AGREEMENT (Long Term Incentive) between FLORIDA EAST COAST INDUSTRIES, INC. and «Full_Name»
Restricted Stock Agreement • August 8th, 2006 • Florida East Coast Industries, Inc. • Railroads, line-haul operating • Florida

THIS AGREEMENT dated April 27, 2006, by and between Florida East Coast Industries, Inc. (the “Corporation”), and «Full_Name» (the “Employee”).

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RESTRICTED STOCK AGREEMENT (Long Term Incentive) between FLORIDA EAST COAST INDUSTRIES, INC. and Jorgé San Miguel
Restricted Stock Agreement • August 8th, 2006 • Florida East Coast Industries, Inc. • Railroads, line-haul operating • Florida

THIS AGREEMENT dated May 3, 2006, by and between Florida East Coast Industries, Inc. (the “Corporation”), and Jorgé San Miguel (the “Employee”).

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • August 8th, 2006 • Florida East Coast Industries, Inc. • Railroads, line-haul operating • New York

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).

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