Current Assets

EXHIBIT 10(p)

SECOND AMENDMENT TO CREDIT AGREEMENT

     This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of October 16, 2006 among FLORIDA EAST COAST INDUSTRIES, INC., a Florida corporation (the “Borrower”), certain Subsidiaries of the Borrower as guarantors (the “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 Borrower, the Guarantors, the Lenders and the Administrative Agent are parties to that certain Credit Agreement, dated as of February 22, 2005 (as previously amended or modified, the “Credit Agreement”).

     WHEREAS, Flagler Development Company, Beacon Station 22, 23 and 24 LP and Gran Central – Deerwood North LLC (collectively, the “MetLife Borrowers”) are borrowers under certain loans with Metropolitan Life Insurance Company (the “MetLife Lender”) in an aggregate amount of $352,000,000 (the “MetLife Loans”) and the MetLife Loans require the MetLife Borrowers to maintain certain levels of windstorm insurance coverage (the “MetLife Insurance Limit”).

     WHEREAS, the MetLife Borrowers have been unable to obtain insurance in satisfaction of the MetLife Insurance Limit.

     WHEREAS, the MetLife Lender has agreed to forbear the MetLife Insurance Limit pursuant to that certain letter agreement dated as of September 29, 2006 attached hereto as Exhibit A; provided that the MetLife Borrowers meet certain conditions, including, that the MetLife Borrowers repair damages resulting from windstorm events not covered by insurance (the “MetLife Obligations”).

     WHEREAS, with respect to the Credit Agreement, the MetLife Obligations are “Guaranties” by Loan Parties covering the obligations of other Loan Parties and such Guaranties are “Debt.”

     WHEREAS, the parties hereto have agreed to amend the Credit Agreement such that Leverage Ratio covenant is not effected by the MetLife Obligations, as provided herein.

     NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

AGREEMENT

     1. Amendments to Credit Agreement. The definition of “Debt” set forth in Section 1.01 of the Credit Agreement is amended by adding the following sentence to the end thereof:

     Notwithstanding anything in this definition to the contrary, for purposes of calculating the financial covenant in Section 8.15(a), the obligations of Flagler Development Company, Beacon Station 22, 23 and 24 LP and Gran Central – Deerwood North LLC (collectively, the “MetLife Borrowers”) with respect to the repair of damages resulting from a windstorm event not covered by insurance under that certain letter agreement dated as of September 29, 2006 (the “Forbearance Letter”) with Metropolitan Life Insurance Company (“MetLife”) shall not be considered “Debt” (it being understood that should the MetLife Borrowers incur indebtedness to satisfy such obligations then such indebtedness, while outstanding, shall be considered to be

“Debt”); provided that the MetLife Borrowers (i) maintain at least $60,000,000 in windstorm insurance coverage (whether self insured or otherwise) in connection with the properties subject to the obligations to MetLife and (ii) use commercially reasonable efforts to obtain insurance in satisfaction of the insurance requirements in those certain loans among the MetLife Borrowers and MetLife as set forth in the Forbearance Letter.

     2. Effectiveness; Conditions Precedent. This Amendment shall be and become effective upon receipt by the Administrative Agent of copies of this Amendment duly executed by the Borrowers, the Guarantors, and the Required Lenders.

     3. 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 shall constitute a Loan Document.

     4. 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.

     (b) This Amendment has been duly executed and delivered by such Person and constitutes such Person’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 Person of this Amendment.

     (d) The execution and delivery of this Amendment does not (i) violate, contravene or conflict with any provision of its, or its Subsidiaries’ organizational 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.

     5. No Default. The Loan Parties represent and warrant to the Administrative Agent and the Lenders that after giving effect to this Amendment, no event has occurred and is continuing which constitutes a Default or an Event of Default.

     6. Release. In consideration of the Administrative Agent and the Required 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.

     7. 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.

     8. 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.

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     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.

BORROWER:		FLORIDA EAST COAST INDUSTRIES, INC., a Florida corporation
		By:		/s/ Bradley D. Lehan
		Name:		Bradley D. Lehan
		Title:		Vice President

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, is general partner
		By FLAGLER DEVELOPMENT COMPANY,
		its sole member

		By:		/s/ Bradley D. Lehan
		Name:		Bradley D. Lehan
		Title:		Vice President

		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:		Vice President

		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:		Vice President

		FLAGLER DEVELOPMENT REALTY, INC., a Florida corporation
		By:		/s/ Bradley D. Lehan
		Name:		Bradley D. Lehan
		Title:		Vice President
		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:		/s/ Bradley D. Lehan
		Name:		Bradley D. Lehan
		Title:		Treasurer
		FEC COMPANY, a Florida corporation
		By:		/s/ Bradley D. Lehan
		Name:		Bradley D. Lehan
		Title:		Vice President

		FECR LAND HOLDINGS, LLC, a Florida limited liability company
		By:		/s/ Bradley D. Lehan
		Name:		Bradley D. Lehan
		Title:		Vice President
		BN EXPANSION, LLC, a Florida limited liability company
		By:		/s/ Bradley D. Lehan
		Name:		Bradley D. Lehan
		Title:		Treasurer
		FLAGLER COMMONS, LLC a Florida limited liability company
		By:		/s/ Bradley D. Lehan
		Name:		Bradley D. Lehan
		Title:		Treasurer
		ATLAS PROPERTY II, LLC a Florida limited liability company
		By:		/s/ Bradley D. Lehan
		Name:		Bradley D. Lehan
		Title:		Treasurer
		ATLAS PROPERTY III, LLC a Florida limited liability company
		By:		/s/ Bradley D. Lehan
		Name:		Bradley D. Lehan
		Title:		Treasurer
		CODINA GROUP, INC. a Florida corporation
		By:		/s/ Bradley D. Lehan
		Name:		Bradley D. Lehan
		Title:		Treasurer
		CODINA REAL ESTATE MANAGEMENT, INC., a Florida corporation
		By:		/s/ Bradley D. Lehan
		Name:		Bradley D. Lehan
		Title:		Treasurer

		CODINA CONSULTING, INC., a Florida corporation
		By:		/s/ Bradley D. Lehan
		Name:		Bradley D. Lehan
		Title:		Treasurer
		CODINA DEVELOPMENT CORPORATION, a Florida corporation
		By:		/s/ Bradley D. Lehan
		Name:		Bradley D. Lehan
		Title:		Treasurer
		CODINA CONSTRUCTION CORPORATION, a Florida corporation
		By:		/s/ Bradley D. Lehan
		Name:		Bradley D. Lehan
		Title:		Treasurer
		CODINA REALTY SERVICES, INC., a Florida corporation
		By:		/s/ Bradley D. Lehan
		Name:		Bradley D. Lehan
		Title:		Treasurer
		C&S REAL ESTATE DEVELOPMENT CORP., a Florida corporation
		By:		/s/ Bradley D. Lehan
		Name:		Bradley D. Lehan
		Title:		Treasurer
		CODINA RESIDENTIAL, INC., a Florida corporation
		By:		/s/ Bradley D. Lehan
		Name:		Bradley D. Lehan
		Title:		Treasurer
		CODINA RESIDENTIAL, LTD., a Florida limited partnership
		By:		/s/ Bradley D. Lehan
		Name:		Bradley D. Lehan
		Title:		Treasurer

		CODINA/FAIRFIELD I, LLC, a Florida limited liability company
		By:		/s/ Bradley D. Lehan
		Name:		Bradley D. Lehan
		Title:		Treasurer
		SEVILLA BUILDING, INC., a Florida corporation
		By:		/s/ Bradley D. Lehan
		Name:		Bradley D. Lehan
		Title:		Treasurer
		SEVILLA BUILDING, LTD., a Florida limited partnership
		By:		/s/ Bradley D. Lehan
		Name:		Bradley D. Lehan
		Title:		Treasurer
		C/CM LEJEUNE, INC., a Florida corporation
		By:		/s/ Bradley D. Lehan
		Name:		Bradley D. Lehan
		Title:		Treasurer
		C/CM LEJEUNE, LTD., a Florida limited partnership
		By:		/s/ Bradley D. Lehan
		Name:		Bradley D. Lehan
		Title:		Treasurer
		CM LEJEUNE, INC., a Florida corporation
		By:		/s/ Bradley D. Lehan
		Name:		Bradley D. Lehan
		Title:		Treasurer
		FLAGLER DORAL, LLC, a Florida limited liability company
		By:		/s/ Bradley D. Lehan
		Name:		Bradley D. Lehan
		Title:		Treasurer

		BEACON COUNTYLINE, LLC, a Florida limited liability company
		By:		/s/ Bradley D. Lehan
		Name:		Bradley D. Lehan
		Title:		Treasurer
		FEC LAKES, LLC, a Florida limited liability company
		By:		/s/ Bradley D. Lehan
		Name:		Bradley D. Lehan
		Title:		Treasurer
		FLAGLER BOCA 54, LLC, a Florida limited liability company
		By:		/s/ Bradley D. Lehan
		Name:		Bradley D. Lehan
		Title:		Treasurer

ADMINISTRATIVE
AGENT:		BANK OF AMERICA, N.A., as Administrative Agent
		By:		/s/ Michael Brashler
		Name:		Michael Brashler
		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/ Sarah Hudson Anderson
		Name:		Sarah Hudson Anderson
		Title:		Vice President

		WACHOVIA BANK, NATIONAL ASSOCIATION
		By:		/s/ Charles N. Kauffman
		Name:		Charles N. Kauffman
		Title:		Senior Vice President