FLORIDA EAST COAST INDUSTRIES INC
CREDIT AND PLEDGE AGREEMENTS
<DOCUMENT>
<TYPE>EX-10.B
<SEQUENCE>4
<FILENAME>g74695ex10-b.txt
<DESCRIPTION>CREDIT AND PLEDGE AGREEMENTS
<TEXT>
<PAGE>

                                                                  EXHIBIT 10.(b)


            FIRST AMENDMENT TO CREDIT AGREEMENT AND PLEDGE AGREEMENT


         THIS FIRST AMENDMENT TO CREDIT AGREEMENT AND PLEDGE AGREEMENT (this
"Agreement") is made and entered into as of this 9th day of November, 2001,
among FLORIDA EAST COAST INDUSTRIES, INC., a Florida corporation (the
"Borrower"), the Banks set forth on the signature pages hereto (the "Banks"),
BANK OF AMERICA, N.A., a national banking association, as administrative agent
for the Banks under this Agreement (in such capacity, the "Administrative
Agent") and as Swingline Bank and Letter of Credit Issuing Bank, FIRST UNION
NATIONAL BANK, a national banking association, as syndication agent, and
SUNTRUST BANK, a Georgia banking corporation, as documentation agent for the
Banks under this Agreement.

                                    RECITALS

         A. The Borrower and the Banks are parties to that certain Credit
Agreement dated as of March 22, 2001 (as amended from time to time, the "Credit
Agreement"), pursuant to which the Banks agreed to make Loans from time to time
in an aggregate principal amount of up to $375,000,000. Capitalized terms not
otherwise defined herein shall have the meanings given such terms in the Credit
Agreement.

         B. To secure its obligations to the Banks under the Credit Agreement,
the Borrower granted to the Banks a security interest in the Collateral. The
Collateral includes all of the assets described in Section 2.01 of the Credit
Agreement.

         C. To induce the Banks to make the loans to the Borrower under the
Credit Agreement, Florida East Coast Railway, LLC, Flagler Development Company,
Gran Central - Deerwood North, L.L.C., Florida Express Carriers, Inc., Florida
Express Logistics, Inc., Florida East Coast Deliveries, Inc. and Railroad Track
Construction Corporation (collectively, the "Guarantors") have delivered to the
Administrative Agent for the benefit of the Banks a Guaranty Agreement, dated as
of March 22, 2001, as amended (the "Guaranty"), guaranteeing payment and
performance by the Borrower of its Obligations under the Credit Agreement.

         D. To further induce the Banks to make the loans to the Borrower under
the Credit Agreement, the Borrower delivered to the Administrative Agent for the
benefit of the Banks a Pledge Agreement, dated as of March 22, 2001, as amended
(the "Existing Pledge Agreement"), pledging all of the Capital Securities of
Florida East Coast Railway, LLC as security for the prompt and complete payment
and performance by the Borrower of its Obligations under the Credit Agreement.

         E. The Banks are willing to make certain amendments to the Credit
Agreement and the Existing Pledge Agreement on the terms and conditions set
forth herein, including but not limited to (i) permanently reducing the
aggregate Commitments, (ii) providing for an increase in the Letter of Credit
Commitment, (iii) amending certain loan pricing provisions, (iv) modifying


<PAGE>


certain affirmative, negative and financial covenants and (v) providing for the
pledge of additional Collateral.

                                    AGREEMENT

         In consideration of the Recitals and of the mutual promises and
covenants contained herein, the Banks and the Borrower agree as follows:

         1. Amendments to Credit Agreement. The Borrower, the Administrative
Agent, the Issuing Bank and the Banks agree to the following amendments to the
Credit Agreement:

                  (a) Pursuant to Sections 1.05(e) and (f) of the Credit
Agreement, the amount of each Bank's Commitment is hereby reduced to the amount
set forth opposite such Bank's name on the signature pages hereof such that the
aggregate amount of the Commitments shall be $300,000,000.

                  (b) Section 1.01(c) of the Credit Agreement is hereby amended
by deleting such section in its entirety and replacing it with the following:

                  Letter of Credit Commitment. The Issuing Bank shall issue,
                  until the Commitment Termination Date, and the Banks shall
                  participate in, such standby and commercial Letters of Credit
                  in U.S. Dollars as the Borrower may request for its own
                  account or for the account of other Group Members, in a form
                  acceptable to the Issuing Bank, for the purposes hereinafter
                  set forth; provided that (i) prior to the satisfaction by the
                  Borrower of the Flagler Bond Conditions, the aggregate stated
                  amount of Letters of Credit outstanding shall not exceed
                  Twenty-Five Million Dollars ($25,000,000) at any time, (ii)
                  upon the Administrative Agent's determination, in its sole
                  discretion, that the Flagler Bond Conditions have been
                  satisfied, the aggregate stated amount of the Letters of
                  Credit outstanding shall not exceed an amount equal to
                  Twenty-Five Million Dollars ($25,000,000) plus the amount
                  available to be drawn at any time under the Flagler Letter of
                  Credit and (iii) the aggregate principal amount of Revolving
                  Loans and Swingline Loans plus the aggregate stated amount of
                  Letters of Credit outstanding at any time shall not exceed the
                  aggregate Commitments. Except for the Flagler Letter of
                  Credit, Letters of Credit issued hereunder shall not have an
                  original expiry date more than one year from the date of
                  issuance or extension. No Letter of Credit issued hereunder
                  shall have an expiry date, whether as originally issued or by
                  extension, later than one week prior to the Commitment
                  Termination Date. Each Letter of Credit shall comply with the
                  related LOC Documents and such additional terms and conditions
                  as the Issuing Bank may reasonably require. The issuance date
                  of each Letter of Credit shall be a Business Day. Letters of
                  Credit


                                      -2-
<PAGE>


                  shall be subject to the additional terms and conditions set
                  forth in Section 1.20 below.

                  (c) Section 2.01 of the Credit Agreement is hereby amended by
deleting such section in its entirety and replacing it with the following:

                  SECTION 2.01. Collateral.

                  The Loans and all other Obligations shall be:

                           (a) secured by a first priority, perfected security
                  interest in all of the issued and outstanding Capital
                  Securities of FECR, Florida Express Carriers, Inc. and Florida
                  Express Logistics, Inc. and all of the issued and outstanding
                  shares of Class A Common Stock of EPIK (the "Collateral")
                  pursuant to Pledge Agreements substantially in the form
                  attached hereto as Exhibit C (collectively, the "Pledge
                  Agreements"). Notwithstanding the foregoing, such pledge shall
                  be released on the later of (i) the second anniversary of the
                  Closing Date and (ii) the last day of the second consecutive
                  quarter in which the Leverage Ratio has been less than 2.25x,
                  provided that the Global Leverage Ratio is less than 3.50x at
                  the time of such release. If the Leverage Ratio is greater
                  than or equal to 2.25x at any time after such pledge has been
                  released, the Borrower shall re-pledge the Collateral to the
                  Banks and take all actions necessary to effect such pledge;
                  and provided further that the pledge of the Capital Securities
                  of EPIK shall be released as necessary to complete a partial
                  or complete sale, transfer or other disposition of such
                  Capital Securities to a Person other than an Affiliate
                  (including by merger or otherwise) made in compliance with the
                  provisions of this Agreement, provided that (i) both before
                  and after giving effect to such sale no Default or Event of
                  Default has occurred and is continuing and (ii) if the
                  proceeds of such Capital Securities of EPIK are Capital
                  Securities, then such proceeds shall be pledged as Collateral
                  to the Banks to the extent that such pledge would not result
                  in a violation of any agreement relating to such sale,
                  transfer or other disposition; and

                           (b) subject to a negative pledge pursuant to Section
                  6.01 below.

                  (d) Section 5.06 of the Credit Agreement is hereby amended by
deleting the word "and" from paragraph (j), renumbering paragraph (k) as
paragraph (l) and adding the following new paragraph (k):

                           (k) EPIK Restructuring. Promptly after the close of
                  trading on the New York Stock Exchange on the Business Day


                                      -3-
<PAGE>


                  prior to the occurrence of the earlier of (i) the announcement
                  of the EPIK Restructuring or (ii) the Borrower's earnings
                  announcement for the fiscal quarter ending on March 31, 2002,
                  a written report describing in reasonable detail the progress
                  of the EPIK Restructuring; and

                  (e) Section 6.02 of the Credit Agreement is hereby amended by
deleting such section in its entirety and replacing it with the following:

                  SECTION 6.02.  Debt.

                           The Borrower shall not, and shall not cause, permit
                  or suffer any other Group Member, directly or indirectly, to
                  create, incur, assume or suffer to exist any Debt, except (a)
                  Debt hereunder and under the Loan Documents in respect of the
                  Notes and the Letters of Credit, (b) Debt between and among
                  Group Members, (c) equipment acquisition financing, the
                  aggregate amount of which shall not exceed $10,000,000, (d)
                  with respect to Flagler, Non-recourse Debt, the aggregate
                  amount of which shall not exceed the sum of $250,000,000 and
                  (e) Debt in respect of the Bond Issuance to the extent that
                  such Debt is secured by the Flagler Letter of Credit.

                  (f) Section 7.04 of the Credit Agreement is hereby amended by
deleting such section in its entirety and replacing it with the following:

                  SECTION 7.04.  Maximum Global Leverage Ratio.

                  The Consolidated Group shall maintain during the following
                  fiscal quarters a Global Leverage Ratio not to exceed the
                  following:

                 ---------------------------------------------------------------
                           Quarters Ending                          Ratio
                           ---------------                          -----
                 ---------------------------------------------------------------
                          December 31, 2001                      4.00 to 1.00
                 ---------------------------------------------------------------
                  March 31, 2002 and June 30, 2002               4.75 to 1.00
                 ---------------------------------------------------------------
                         September 30, 2002                      4.25 to 1.00
                 ---------------------------------------------------------------
                          December 31, 2002                      3.75 to 1.00
                 ---------------------------------------------------------------
                   March 31, 2003 and all quarters               3.50 to 1.00
                             thereafter
                 ---------------------------------------------------------------


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<PAGE>


                  (g) The following definitions set forth in Exhibit A to the
Credit Agreement are hereby amended by deleting the existing definitions in
their entirety and replacing them with the following:

                           "Applicable Commitment Fee Percentage" means the
                  percentage per annum to be used to calculate the Commitment
                  Fee payable to the Banks in respect of the unused portion of
                  the Commitments. The Applicable Commitment Fee Percentage
                  shall be determined based upon the Leverage Ratio and the
                  Global Leverage Ratio as of the last day of the fiscal quarter
                  most recently ended as follows:

                             Leverage                     Applicable Commitment
                              Ratio                           Fee Percentage
                              -----                           --------------

                  Less than 1.25x                                 0.200%

                  Less than 1.75x but greater than or             0.225%
                  equal to 1.25x

                  Less than 2.25x but greater than or             0.275%
                  equal to 1.75x

                  Less than 2.75x but greater than or             0.325%
                  equal to 2.25x

                  Greater than or equal to 2.75x                  0.375%

                  provided that in the event that the Global Leverage Ratio is
                  greater than 3.50x as of the last day of the fiscal quarter
                  most recently ended, then the Applicable Commitment Fee
                  Percentage set forth above shall be increased by 0.125%.

                           The ratio upon which a determination of "Applicable
                  Commitment Fee Percentage" is based shall be computed on the
                  basis of the quarterly financial statements and Compliance
                  Certificate delivered by Borrower pursuant to Sections 5.06(a)
                  and (g). Changes in the Applicable Commitment Fee Percentage
                  shall be effective as of third Business Day after receipt by
                  the Administrative Agent of such financial statements and
                  Compliance Certificate, provided that if such financial
                  statements and Compliance Certificate are not delivered on a
                  timely basis, the Applicable Commitment Fee Percentage shall
                  be 0.50% until such financial statements and Compliance
                  Certificate are delivered. In the event that any financial
                  information provided by Borrower is subsequently determined to
                  be inaccurate and accurate information would have resulted in
                  a higher Applicable Commitment Fee Percentage, such higher
                  Applicable Commitment Fee Percentage


                                      -5-
<PAGE>


                  shall be given effect retroactively and Borrower shall
                  promptly pay to the Administrative Agent for the benefit of
                  the Banks such amount as is necessary to give effect to such
                  change.

                           "Applicable Margin" means the annual rate of interest
                  to be added to the Base Rate, Floating LIBOR Rate and the
                  Adjusted Eurodollar Rate, as applicable, in calculating
                  interest payable on the Notes. The Applicable Margin shall be
                  determined based upon the Leverage Ratio and the Global
                  Leverage Ratio as of the last day of the fiscal quarter most
                  recently ended as follows:

                                   Applicable      Applicable     Applicable
                                   Margin for      Margin for     Margin for
         Leverage                  Eurodollar      Base Rate      Swingline
         Ratio                        Loans          Loans           Loans
         -----                     -----------     ----------     ----------

Less than 1.25x                      0.750%          0.000%         0.750%

Less than 1.75x but greater          0.875%          0.000%         0.875%
than or equal to 1.25x

Less than 2.25x but greater          1.125%          0.000%         1.125%
than or equal to 1.75x

Less than 2.75x but greater          1.375%          0.000%         1.375%
than or equal to 2.25x

Greater than or equal to 2.75x       1.625%          0.125%         1.625%

                  provided that (i) in the event that the Global Leverage Ratio
                  is less than 4.00x but greater than 3.50x as of the last day
                  of the fiscal quarter most recently ended, then the Applicable
                  Margin set forth above shall be increased by 0.25% and (ii) in
                  the event that the Global Leverage Ratio is greater than or
                  equal to 4.00x as of the last day of the fiscal quarter most
                  recently ended then the Applicable Margin set forth above
                  shall be increased by 0.50%.

                           The ratio upon which a determination of "Applicable
                  Margin" is based shall be computed on the basis of the
                  quarterly financial statements and Compliance Certificate
                  delivered by Borrower pursuant to Sections 5.06(a) and (g).
                  Changes in the Applicable Margin shall be effective as of
                  third Business Day after receipt by the Administrative Agent
                  of such financial statements and Compliance Certificate,
                  provided that if such financial statements and Compliance
                  Certificate are not delivered on a timely basis, the
                  Applicable Margin shall be 0.625% on Base Rate Loans, 2.125%
                  on Eurodollar Rate Loans and 2.125% on Swingline Loans until
                  such financial statements and Compliance


                                      -6-
<PAGE>


                  Certificate are delivered. In the event that any financial
                  information provided by Borrower is subsequently determined to
                  be inaccurate and accurate information would have resulted in
                  a higher Applicable Margin, such higher Applicable Margin
                  shall be given effect retroactively and Borrower shall
                  promptly pay to the Administrative Agent for the benefit of
                  the Banks such amount as is necessary to give effect to such
                  change.

                           "Global EBITDA" means, for any fiscal period of the
                  Borrower, the sum of Group EBITDA, plus EBITDA of EPIK for
                  such period, plus Allowed EPIK Charges for such period.

                           "Loan Documents" means this Agreement, the Notes, the
                  Guaranty Agreements, the Pledge Agreements and any other
                  document now or hereafter executed or delivered in connection
                  with this Agreement or the Obligations, including, without
                  limitation, any life insurance assignment, pledge agreement,
                  security agreement, financing statement, deed of trust,
                  mortgage, promissory note, Rate Hedging Agreement or
                  subordination agreement (including any renewals, extensions
                  and refundings thereof and any modifications, supplements and
                  amendments thereto and substitutes therefor), each of which
                  shall be in form and substance satisfactory to the Banks.

                  (h) The following definitions are added to Exhibit A, in
alphabetical order:

                           "Allowed EPIK Charges" means all cash EPIK
                  Restructuring Charges, in an aggregate amount not to exceed
                  $15,000,000, and all non-cash EPIK Restructuring Charges, in
                  each case that are (i) actually incurred or accrued prior to
                  December 31, 2002 and (ii) determined in accordance with
                  Generally Accepted Accounting Principles.

                           "Bond Issuance" means the issuance by (i) the City of
                  Jacksonville, Florida, (ii) a community development district
                  established by Flagler pursuant to Chapter 190, Florida
                  Statutes, or (iii) any other authorized governmental entity,
                  of "low-floater" tax-exempt municipal bonds or other type of
                  bond authorized by Chapter 190, Florida Statutes, to finance
                  the construction of the following improvements in
                  Jacksonville, Duval County, Florida: (x) interstate
                  interchange improvements at US I-95 and Old St. Augustine
                  Road, (y) road improvements to widen Old St. Augustine Road
                  from I-95 east to US 1 and (z) infrastructure improvements in
                  Gran Park at Jacksonville.


                                      -7-
<PAGE>


                           "EPIK Restructuring" means the efforts by the
                  Borrower and EPIK to restructure EPIK's business and improve
                  EPIK's profitability, including but not limited to identifying
                  a strategic partner, attempting to gain economies of scale and
                  scope, shifting and improving marketing focus, developing the
                  "Wavelength" product offering, reducing capital spending and
                  reducing fixed costs and overhead.

                           "EPIK Restructuring Charges" means all cash and
                  noncash charges and expenses that are (i) restructuring
                  charges specifically related to the EPIK Restructuring and
                  identified as such in accordance with Generally Accepted
                  Accounting Principles or (ii) specifically related to the EPIK
                  Restructuring and scheduled in reasonable detail in an
                  attachment, note or schedule rendered in connection with the
                  financial statements required to be delivered pursuant to
                  Section 5.06(a).

                           "Flagler Bond Conditions" means each of the following
                  conditions: (i) there shall have been delivered to the
                  Administrative Agent and the Issuing Bank, in form and
                  substance reasonably satisfactory to the Administrative Agent
                  and the Issuing Bank, executed originals of a reimbursement
                  agreement (if required by the Administrative Agent or the
                  Issuing Bank) and such other agreements, documents,
                  certificates or opinions pertaining to the Flagler Letter of
                  Credit and the Bond Issuance as the Administrative Agent or
                  the Issuing Bank may reasonably require; (ii) as of the date
                  of issuance of the Flagler Letter of Credit, no Default or
                  Event of Default shall have occurred and be continuing; and
                  (iii) the Borrower shall have complied in all respects with
                  Sections 1.01(c), 1.17 and 1.20 of this Agreement.

                           "Flagler Letter of Credit" means that certain Letter
                  of Credit to be issued by the Issuing Bank upon satisfaction
                  of the Flagler Bond Conditions for the account of the Borrower
                  or Flagler in respect of the Bond Issuance, which Letter of
                  Credit (i) shall be issued in the stated amount required in
                  connection with the Bond Issuance not to exceed $30,000,000,
                  (ii) shall contain such other terms and conditions as the
                  Administrative Agent and the Issuing Bank may reasonably
                  require and (iii) shall comply in all respects with Section
                  1.01(c) of this Agreement.

                           "Pledge Agreements" shall have the meaning assigned
                  to such term in Section 2.01 hereof.


                                      -8-

<PAGE>


         2. Amendments to Existing Pledge Agreement. The Borrower and the
Administrative Agent, for the benefit of the Banks, agree as follows:

                  (a) As collateral security for the prompt and complete payment
and performance when due of all of the Obligations, the Borrower hereby pledges
to the Administrative Agent for the ratable benefit of the Banks, in addition to
the Pledged Assets described in the Existing Pledge Agreement, all of the
Capital Securities of Florida Express Carriers, Inc., all of the shares of Class
A Common Stock of EPIK and all Pledged Assets (as defined in the Existing Pledge
Agreement) related thereto and grants to the Administrative Agent for the
ratable benefit of the Banks a lien on and security interest therein. Such
pledge and security interest shall be subject to the terms of the Existing
Pledge Agreement, as amended hereby.

                  (b) Section 4 of the Existing Pledge Agreement is hereby
amended by deleting paragraph (c) in its entirety and replacing it with the
following:

                           (c) Except as set forth in Section 4(j) below, the
                  Pledged Securities constitute all of the issued and
                  outstanding Capital Securities of each issuer thereof.

                  (c) Section 4 of the Existing Pledge Agreement is further
amended by adding a new paragraph (j) as follows:

                           (j) The authorized Capital Securities of EPIK consist
                  of (i) 9,500,000 shares of Class A Common Stock, $.10 par
                  value, of which all such shares are issued and outstanding,
                  (ii) 500,000 shares of Class B Common Stock, $.10 par value,
                  of which no such shares are issued and outstanding, and (iii)
                  1,000,000 shares of Preferred Stock of which 50,000 such
                  shares are issued and outstanding. The Pledged Securities
                  related to EPIK are all of the authorized, issued and
                  outstanding shares of EPIK's Class A Common Stock and
                  constitute 99.5% of the voting rights of the holders of the
                  Common Stock of EPIK, on a fully diluted basis. Florida East
                  Coast Railway, LLC is the legal and beneficial owner, free and
                  clear of any encumbrances, of all of the outstanding shares of
                  the Preferred Stock of EPIK, owning 50,000 shares of Series A
                  Preferred Stock.

                  (d) Section 5(a) of the Existing Pledge Agreement is hereby
amended by replacing the period at the end of subparagraph (iv) with a
semicolon, adding the word "or" immediately thereafter and adding a new
subparagraph (v) as follows:

                           (v) Permit Florida East Coast Railway, LLC to
                  transfer, pledge, sell, convey or encumber any of the Capital
                  Securities of EPIK that Florida East Coast Railway, LLC
                  legally or beneficially owns in EPIK.


                                      -9-

<PAGE>


                  (e) Section 9 of the Existing Pledge Agreement is hereby
amended by deleting such Section in its entirety and replacing it with the
following:

                           9. Termination. This Pledge Agreement shall terminate
                  on the later of (i) the second anniversary of the Closing Date
                  and (ii) the last day of the second consecutive quarter in
                  which the Leverage Ratio has been less than 2.25x, provided
                  that at the time of such termination, the Global Leverage
                  Ratio is less than 3.50x. If the Leverage Ratio is greater
                  than or equal to 2.25x at any time after such pledge has been
                  released, the Borrower shall re-pledge the Collateral to the
                  Banks and take all actions necessary to effect such pledge.
                  Upon termination of this Pledge Agreement, the Agent shall
                  deliver to the Pledgor, or register a release for the benefit
                  of the Pledgor, at the Pledgor's expense, such of the Pledged
                  Assets as shall not have been sold or otherwise applied
                  pursuant to this Pledge Agreement.

                  (f) Schedule 1 to the Existing Pledge Agreement is hereby
amended by deleting such schedule in its entirety and replacing it with the
following:

                                   Schedule 1
                               CAPITAL SECURITIES

--------------------------------------------------------------------------------
Issuer, including exact name,     Certificate     No. of        Exact Name of
   the type of entity and              No.        Shares/     Registered Holder
jurisdiction of organization          (if         Units &
                                  applicable)   ownership %
--------------------------------------------------------------------------------
Florida East Coast Railway, LLC,       1        100 Units     Florida East Coast
a Florida limited liability                        100%       Industries, Inc.
company
--------------------------------------------------------------------------------
EPIK Communications Incorporated,     A1    9,500,000 shares  Florida East Coast
a Delaware corporation                         of Class A     Industries, Inc.
                                              Common Stock
                                               95% of all
                                              Common Stock,
                                              fully diluted
--------------------------------------------------------------------------------
Florida Express Carriers, Inc.,        1       100 shares     Florida East Coast
a Florida corporation                             100%        Industries, Inc.
--------------------------------------------------------------------------------

         3. Representations and Warranties. The Borrower hereby represents and
warrants to the Administrative Agent, the Issuing Bank and each of the Banks as
follows:

                  (a) Recitals. The Recitals in this Agreement are true and
correct in all respects.


                                      -10-
<PAGE>


                  (b) Incorporation of Representations. All representations and
warranties of the Borrower in the Credit Agreement and the Existing Pledge
Agreement are incorporated herein in full by this reference and are true and
correct as of the date hereof.

                  (c) No Defaults. No Default or Event of Default has occurred
and is continuing under the Credit Agreement.

                  (d) Corporate Power; Authorization. The Borrower has the
corporate power, and has been duly authorized by all requisite corporate action,
to execute and deliver this Agreement and to perform its obligations hereunder.
This Agreement has been duly executed and delivered by the Borrower.

                  (e) Enforceability. This Agreement is the legal, valid and
binding obligation of the Borrower, enforceable against the Borrower in
accordance with its terms.

                  (f) No Violation. The Borrower's execution, delivery and
performance of this Agreement do not and will not (i) violate any law, rule,
regulation or court order to which the Borrower or any other Group Member is
subject; (ii) conflict with or result in a breach of the Borrower's or any Group
Member's Articles of Incorporation or Bylaws or any agreement or instrument to
which the Borrower or any Group Member is party or by which it or its properties
are bound, or (iii) result in the creation or imposition of any lien, security
interest or encumbrance on any property of the Borrower or any Group Member,
whether now owned or hereafter acquired, other than liens in favor of the Banks.

                  (g) Obligations Absolute. The obligation of the Borrower to
repay the Loans, together with all interest accrued thereon, is absolute and
unconditional, and there exists no right of set off or recoupment, counterclaim
or defense of any nature whatsoever to payment of the Obligations.

         4. Conditions Precedent to Effectiveness of Agreement. This Agreement
shall not be effective unless and until each of the following conditions shall
have been satisfied in the Administrative Agent's sole discretion or waived by
the Administrative Agent:

                  (a) Execution of Agreement and Guarantors' Consent. The
Administrative Agent, Issuing Bank, the Banks and the Borrower shall have
executed and delivered this Agreement, and the Guarantors shall have executed
the Consent of Guarantors at the end of this Agreement.

                  (b) New Pledge Agreement. The Borrower shall have delivered
the Pledge Agreement of Florida Express Carriers, Inc., duly executed, pledging
the Capital Securities of Florida Express Logistics, Inc.

                  (c) Pledged Capital Securities. The Borrower shall have
delivered to the Administrative Agent the original stock certificates evidencing
all of the issued and outstanding shares of the Class A Common Stock of EPIK and
all of the Capital Securities of Florida Express Carriers, Inc. and Florida
Express Logistics, Inc., accompanied by corresponding stock powers executed in
blank.


                                      -11-

<PAGE>


                  (d) Opinions of Counsel. The Administrative Agent and the
Banks shall have received favorable opinions of counsel to the Borrower
addressed to the Administrative Agent and the Banks, dated as of the date hereof
and satisfactory in form and substance to the Administrative Agent and the
Banks, as to the due authorization, execution, delivery and enforceability of
this Agreement, the Pledge Agreements, the Consent of Guarantors at the end of
this Agreement and such other matters as the Administrative Agent and the Banks
shall request.

                  (e) Other Deliverables. The Borrower shall have delivered, or
caused to be delivered, to the Administrative Agent:

                           (i) A copy of the Articles of Incorporation of EPIK,
         as amended, certified as of a recent date by a State Official, a copy
         of its most recent bylaws and a certificate of the Secretary or an
         Assistant Secretary of EPIK dated as of the date hereof substantially
         in the form attached as Appendix 2 to Exhibit E of the Credit
         Agreement.

                           (ii) A certificate of a State Official, dated as of a
         recent date, as to the good standing and charter documents of EPIK, on
         file in the office of such State Official.

                           (iii) A certificate of the Secretary or an Assistant
         Secretary of the Borrower and each other Group Member dated as of the
         date hereof substantially in the form attached as Appendix 2 to Exhibit
         E of the Credit Agreement, certifying among other things that the
         Articles of Incorporation and Bylaws of such Group Member have not been
         amended or modified since March 22, 2001.

                           (iv) A certificate substantially in the form attached
         as Appendix 3 to Exhibit E of the Credit Agreement certifying that (i)
         the Borrower is in compliance with all the terms and provisions of the
         Credit Agreement, as amended by this Agreement, and that as of the date
         hereof no Default has occurred or is continuing, and (ii) the
         representations and warranties contained in Article IV of the Credit
         Agreement are true and correct in all material respects.

                  (f) Payment of Amendment Fee. The Borrower shall have paid to
the Administrative Agent for the account of each Bank that has approved the
amendments described herein, in consideration of such approval and the
amendment, a fee in an amount equal to 0.25% of such Bank's Commitment (as
reduced pursuant to this Agreement).

                  (g) Payment of Arrangement Fee. The Borrower shall have paid
to Banc of America Securities LLC ("BAS") the balance of the arrangement fee
provided for in that certain letter agreement dated October 16, 2001 between the
Borrower, BAS and Bank of America, N.A.

                  (h) Payment of Expenses. The Borrower shall have paid the
Administrative Agent all of its reasonable costs and expenses (including the
Administrative Agent's attorneys fees) incurred in connection with the
preparation of this Agreement.

                  (i) Mandatory Payment. The Borrower shall have repaid the
Revolving Loans in an amount sufficient to reduce the outstanding principal
balance of the Revolving


                                      -12-
<PAGE>


Loans to an amount not greater than the aggregate reduced Commitments (as
provided in Section 1(a) above) less the aggregate principal amount of Swingline
Loans outstanding less the aggregate stated amount of Letters of Credit
outstanding. All repayments under this Section shall have been accompanied by
accrued interest on the principal amount being repaid to the date of repayment.

         5. Effect and Construction of Agreement. Except as expressly provided
herein, the Credit Agreement, the Pledge Agreement and the other Loan Documents
shall remain in full force and effect in accordance with their respective terms,
and this Agreement shall not be construed to:

                  (i) impair the validity, perfection or priority of any lien or
         security interest securing the Obligations;

                  (ii) waive or impair any rights, powers or remedies of the
         Administrative Agent, the Issuing Bank and the Banks under the Credit
         Agreement and the Loan Documents; or

                  (iii) constitute an agreement by the Administrative Agent, the
         Issuing Bank and the Banks or require them to make further amendments
         to the Credit Agreement or the Pledge Agreement.

         In the event of any inconsistency between the terms of this Agreement,
the Credit Agreement, the Pledge Agreement or any of the other Loan Documents,
this Agreement shall govern. The Borrower acknowledges that it has consulted
with counsel and with such other experts and advisors as it has deemed necessary
in connection with the negotiation, execution and delivery of this Agreement.
This Agreement shall be construed without regard to any presumption or rule
requiring that it be construed against the party causing this Agreement or any
part hereof to be drafted.

         6. Miscellaneous.

                  (a) Further Assurance. The Borrower agrees to execute such
other and further documents and instruments as the Administrative Agent, the
Issuing Bank and the Banks may request to implement the provisions of this
Agreement.

                  (b) Benefit of Agreement. This Agreement shall be binding upon
and inure to the benefit of and be enforceable by the parties hereto, their
respective successors and assigns. No other person or entity shall be entitled
to claim any right or benefit hereunder, including, without limitation, the
status of a third-party beneficiary of this Agreement.

                  (c) Integration. This Agreement, together with the Credit
Agreement and the Loan Documents, constitutes the entire agreement and
understanding among the parties relating to the subject matter hereof, and
supersedes all prior proposals, negotiations, agreements and understandings
relating to such subject matter. In entering into this Agreement, the Borrower
acknowledges that it is relying on no statement, representation, warranty,
covenant or agreement of any kind made by the Administrative Agent, the Issuing
Bank and the Banks or any employee


                                      -13-
<PAGE>


or agent of the Administrative Agent, the Issuing Bank and the Banks, except for
the agreements of the Administrative Agent, the Issuing Bank and the Banks set
forth herein.

                  (d) Severability. The provisions of this Agreement are
intended to be severable. If any provisions of this Agreement shall be held
invalid or unenforceable in whole or in part in any jurisdiction, such provision
shall, as to such jurisdiction, be ineffective to the extent of such invalidity
or enforceability without in any manner affecting the validity of enforceability
of such provision in any other jurisdiction or the remaining provisions of this
Agreement in any jurisdiction.

                  (e) Governing Law. This Agreement shall in all respects be
governed by and construed in accordance with the laws of the State of New York
(including, without limitation, Sections 5-1401 and 5-1402 of the New York
General Obligations Law), but excluding, to the fullest extent permitted by
applicable law, all other choice of law and conflict of law rules.

                  (f) Counterparts. This Agreement may be executed in any number
of counterparts and by different parties to this Agreement on separate
counterparts, each of which, when so executed, shall be deemed an original, but
all such counterparts shall constitute one and the same agreement.

                  (g) Notices. Any notices with respect to this Agreement shall
be given in the manner provided for in Section 10.04 of the Credit Agreement.

                  (h) Amendment. No amendment, modification, rescission, waiver
or release of any provision of this Agreement shall be effective unless the same
shall be in writing and signed by the parties hereto.

                        [Signatures Appear on Next Page]





                                      -14-

<PAGE>



         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their duly authorized officers as of the day and year first
above written.

                                  FLORIDA EAST COAST INDUSTRIES, INC.,
                                  as Borrower

                                  By: __________________________
                                      Richard G. Smith
                                      Chief Financial Officer

                                  BANK OF AMERICA, N.A., as Administrative Agent

                                  By: __________________________
                                      Susan J. Ryan
                                      Vice President
                                  Address:
                                           231 South LaSalle
                                           Chicago, Illinois 60697


Amounts
-------
                                  BANK OF AMERICA, N.A.,
                                  as Bank, Swingline Bank and Issuing Bank

$60,000,000                       By: ______________________
                                      John M. Hall
                                      Senior Vice President
                                  Address:
                                           550 West Main Street
                                           Knoxville, Tennessee 37902


                                  FIRST UNION NATIONAL BANK,
                                  as Syndication Agent and Bank

$48,000,000                       By: ______________________
                                      Charles N. Kauffman
                                      Senior Vice President
                                  Address:
                                           225 Water Street, 2nd Floor
                                           Jacksonville, Florida 32202



                                      -15-
<PAGE>

                                  SUNTRUST BANK,
                                  as Documentation Agent and Bank

$48,000,000                       By: ______________________
                                      C. William Buchholz
                                      Director
                                  Address:
                                           200 West Forsyth Street
                                           Jacksonville, Florida  32202


                                  WACHOVIA BANK, N.A.,
                                  as Bank

$40,000,000                       By: ______________________
                                      Kimberly A. Bruce
                                      Vice President
                                  Address:
                                           100 North Tampa Street
                                           Suite 4100
                                           Tampa, Florida  33602


                                  UNION PLANTERS BANK,
                                  as Bank

$24,000,000                       By: ______________________
                                      Edward F. Holden
                                      Executive Vice President
                                  Address:
                                           1489 West Palmetto Park Road
                                           3rd Floor
                                           Boca Raton, Florida  33486


                                  FLEET NATIONAL BANK,
                                  as Bank

$24,000,000                       By: ______________________
                                      David J. Doucette
                                      Vice President
                                  Address:
                                           100 Federal Street
                                           Mailstop MADE10008D
                                           Boston, Massachusetts  02110



                                      -16-
<PAGE>


                                  LASALLE BANK NATIONAL ASSOCIATION,
                                  as Bank

$24,000,000                       By: ______________________
                                      Robert W. Hart
                                      First Vice President
                                  Address:
                                           135 South LaSalle Street
                                           Suite 361
                                           Chicago, Illinois  60603


                                  BNP PARIBAS,
                                  as Bank

$12,000,000                       By: ______________________
                                      Brian F. Hewett
                                      Director

                                  By: ______________________
                                      Richard Sted
                                      Central Region Manager
                                  Address:
                                           209 S. LaSalle Street, Suite 500
                                           Chicago, Illinois  60604
                                           (312) 977-1384


                                  REPUBLIC BANK,
                                  as Bank

$8,000,000                        By: ______________________
                                      Brigitta A. Lawton
                                      Senior Vice President
                                  Address:
                                           28050 U.S. Highway 19 North
                                           Clearwater, Florida  33761



                                      -17-

<PAGE>

                                  COMPASS BANK,
                                  as Bank

$8,000,000                        By: _________________________
                                      C. French Yarbrough, Jr.
                                      Senior Vice President
                                  Address:
                                           10060 Skinner Lake Drive
                                           Jacksonville, Florida  32246


                                  ISRAEL DISCOUNT BANK,
                                  as Bank

$4,000,000                        By: ______________________
                                      Robert K. Munoz
                                      Vice President
                                  Address:
                                           2875 Northeast 191 Street
                                           Suite 200
                                           Aventura, Miami  Florida  33180



                                      -18-

<PAGE>


CONSENT OF GUARANTORS
---------------------


         The undersigned are the Guarantors referred to in the preceding
Agreement. The undersigned do hereby consent to the terms of this Agreement and
do hereby ratify and confirm the Guaranty Agreement in all respects.

                                        FLORIDA EAST COAST RAILWAY, LLC,
                                           a Florida limited liability company


                                        By: /s/ R. W. Anestis
                                            ---------------------------------
                                        Title: Chairman


                                        FLAGLER DEVELOPMENT COMPANY,
                                          a Florida corporation


                                        By: /s/ R. W. Anestis
                                            ---------------------------------
                                        Title: Chairman


                                        GRAN CENTRAL-DEERWOOD NORTH, L.L.C.,
                                          a Delaware limited liability company


                                        By: /s/ R. W. Anestis
                                            ---------------------------------
                                        Title: Chairman


                                        FLORIDA EXPRESS CARRIERS, INC.,
                                          a Florida corporation


                                        By: /s/ R. W. Anestis
                                            ---------------------------------
                                        Title: Chairman


                                        FLORIDA EXPRESS LOGISTICS, INC.,
                                          a Florida corporation


                                        By: /s/ R. W. Anestis
                                            ---------------------------------
                                        Title: Chairman


                                      -19-
<PAGE>



                                        FLORIDA EAST COAST DELIVERIES, INC.,
                                          a Florida corporation


                                        By: /s/ R. W. Anestis
                                            ---------------------------------
                                        Title: Chairman


                                        RAILROAD TRACK CONSTRUCTION CORPORATION,
                                          a Florida corporation


                                        By: /s/ R. W. Anestis
                                            ---------------------------------
                                        Title: Chairman



                                      -20-


<PAGE>
                                PLEDGE AGREEMENT


         THIS PLEDGE AGREEMENT, dated as of November 9, 2001, made by FLORIDA
EXPRESS CARRIERS, INC., a Florida corporation (the "Pledgor"), to BANK OF
AMERICA, N.A., a national banking association, as administrative agent (in such
capacity, the "Agent"), for the banks (the "Banks") under the Credit Agreement
(as defined below), recites and provides:

                                    RECITALS

         WHEREAS, pursuant to the Credit Agreement dated as of March 22, 2001,
among Florida East Coast Industries, Inc., a Florida corporation and owner of
100% of the issued and outstanding capital stock of the Pledgor (the
"Borrower"), the Agent and the Banks named therein, the Banks have agreed to
make Loans to the Borrower for the purposes described in the Credit Agreement,
such Loans to be evidenced by Notes of the Borrower payable to the order of the
respective Banks as provided in the Credit Agreement;

         WHEREAS, the Credit Agreement is being amended pursuant to that certain
First Amendment to Credit Agreement and Pledge Agreement, dated as of the date
hereof (the "Amendment"), among the Borrower, the Agent and the Banks named
therein; and

         WHEREAS, the Banks are willing to enter into the Amendment and make the
Loans under the Credit Agreement as amended by the Amendment (as so amended, the
"Credit Agreement"), but only upon the condition, among others, that the Pledgor
executes and delivers to the Agent for the ratable benefit of the Banks this
Pledge Agreement;

         NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

                                    AGREEMENT

         1. Defined Terms. Unless otherwise defined herein, terms defined in the
Credit Agreement shall have their defined meanings when used herein. For the
purposes of this Pledge Agreement, the following terms shall have the following
meanings:

                  "Obligations" means all indebtedness, liabilities and
         obligations of the Borrower or the Pledgor, including obligations under
         Rate Hedging Agreements to any of the Administrative Agent and the
         Banks, whether now existing or hereafter arising, direct or indirect,
         fixed or contingent, secured or unsecured, matured or unmatured, joint,
         several or joint and several, arising out of or in connection with the
         Credit Agreement, the Notes, the Loans, or any other Loan Document or
         other document executed and delivered in connection with the Credit
         Agreement or the Loans.

                  "Pledged Assets" means the Capital Securities described in
         Schedule 1 hereto, together with all certificates, options, rights,
         dividends, other distributions or intangible rights or assets issued as
         an addition to, in substitution or in

<PAGE>


         exchange for, or on account of, any such Capital Securities, and all
         proceeds of all of the foregoing, now or hereafter owned or acquired by
         the Pledgor.

                  "Pledged Securities" means the Capital Securities described in
         Schedule 1 hereto and all other Capital Securities now or hereafter
         included in the Pledged Assets.

         2. Grant of Security Interest.

         (a) As collateral security for the prompt and complete payment and
performance when due of all of the Obligations and in order to induce the Agent
and the Banks to enter into the Amendment and make the Loans in accordance with
the terms of the Credit Agreement, the Pledgor hereby pledges to the Agent for
the ratable benefit of the Banks the Pledged Assets and grants to the Agent for
the ratable benefit of the Banks a lien on and security interest therein.

         (b) If the Pledgor shall become entitled to receive or shall receive,
in connection with any of the Pledged Securities, any:

                  (i) Certificate or other evidence of ownership, including, but
without limitation, any certificate issued in connection with any increase or
reduction of capital, reclassification, merger, consolidation, sale of assets,
combination, spin-off or split-off;

                  (ii) Option, warrant, or right, whether as an addition to or
in substitution or in exchange for any of the Pledged Securities, or otherwise;

                  (iii) Dividend or distribution payable in property (other than
cash), including Capital Securities issued by an issuer other than the issuer of
any of the Pledged Securities; or

                  (iv) Dividends or distributions of any sort (other than those
permitted to be retained by the Pledgor pursuant to Section 2(d));

         then the Pledgor shall accept the same as the agent of the Agent and
the Banks, in trust for the Agent and the Banks, and shall deliver them
forthwith to the Agent in the exact form received with, as applicable, the
Pledgor's endorsement when necessary, or appropriate stock powers duly executed
in blank, to be held by the Agent, subject to the terms hereof, as part of the
Pledged Assets.

         (c) Prior to the occurrence of an Event of Default, the Pledgor shall
retain all voting rights with respect to the Pledged Securities. At any time the
Agent, at its option, may have any or all of the Pledged Securities registered
in its name or that of its nominee on the books of the issuer of the Pledged
Securities, and the Pledgor hereby covenants that, upon the Agent's request, the
Pledgor will cause the issuer of the Pledged Securities to effect such
registration. If such registration is effected prior to the occurrence of an
Event of Default, the Pledgor shall nevertheless retain all voting rights with
respect to the Pledged Securities, and, for that purpose, the Agent shall
execute and deliver to the Pledgor all proxies reasonably requested by the
Pledgor. Immediately upon written notice to the Pledgor following the occurrence
and during the continuation of any Event of Default, whether or not the Pledged
Securities shall have been registered in the name of the Agent or its nominee,
the Agent or its nominee shall have, with


                                      -2-
<PAGE>


respect to the Pledged Securities, the right to exercise all voting rights with
respect thereto and all conversion, exchange, subscription or other rights,
privileges or options as any owner or holder pertaining thereto as if it were
the absolute owner thereof, including, without limitation, the right to exchange
any or all of the Pledged Securities upon the merger, consolidation,
reorganization, recapitalization or other readjustment of the issuer thereof, or
upon the exercise by such issuer of any right, privilege, or option pertaining
to any of the Pledged Securities, and, in connection therewith, to deliver any
of the Pledged Securities to any committee, depository, transfer agent,
registrar or other designated agency upon such terms and conditions as it may
determine, all without liability except to account for property actually
received by it; but the Agent shall have no duty to exercise any of the
aforesaid rights, privileges or options and shall not be responsible for any
failure to do so or any delay in so doing.

         (d) Unless an Event of Default has occurred and is continuing, the
Pledgor shall be entitled, if not prohibited by the Credit Agreement, to receive
for its own use cash dividends or distributions on the Pledged Securities. Upon
the occurrence and during the continuation of an Event of Default, the Agent may
require any such cash dividends or distributions to be delivered to the Agent as
additional security hereunder or applied toward the satisfaction of the
Obligations.

         3. Remedies, Rights Upon Default.

         (a) Upon and after the occurrence and during the continuation of an
Event of Default, the Agent may, without demand of performance or other demand,
advertisement, or notice of any kind (except the notice specified below of time
and place of public or private sale) to or upon the Pledgor or any other person
(all of which are, to the extent permitted by law, hereby expressly waived),
forthwith realize upon the Pledged Assets or any part thereof, and may
forthwith, or agree to, sell or otherwise dispose of and deliver the Pledged
Assets or any part thereof or interest therein, in one or more parcels at public
or private sale or sales, at any exchange, broker's board or at any of the
Agent's offices or elsewhere, at such prices and on such terms (including, but
without limitation, a requirement that any purchaser of all or any part of the
Pledged Securities purchase the shares or other interests constituting the
Pledged Securities for investment and without any intention to make a
distribution thereof) as it may deem best, for cash or on credit, or for future
delivery without assumption of any credit risk, with the right to the Agent or
any purchaser to purchase upon any such sale the whole or any part of the
Pledged Assets free of any right or equity of redemption in the Pledgor, which
right or equity is hereby expressly waived and released.

         (b) The proceeds of any such disposition or other action by the Agent
shall be applied as follows:

                  (i) First, to the costs and expenses incurred in connection
therewith or incidental thereto or to the care or safekeeping of any of the
Pledged Assets or in any way relating to the rights of the Agent hereunder,
including reasonable attorneys' fees and legal expenses;

                  (ii) Second, to the satisfaction of the Obligations;


                                      -3-
<PAGE>


                  (iii) Third, to the payment of any other amounts required by
applicable law (including, without limitation, Section 9-504(1)(c) of the
Uniform Commercial Code as in effect in the State of Florida (the "UCC")); and

                  (iv) Fourth, to the Pledgor to the extent of any surplus
proceeds.

         (c) The Agent need not give more than ten days' notice of the time and
place of any public sale or of the time after which a private sale may take
place, which notice the Pledgor hereby deems reasonable.

         4. Representations and Warranties of Pledgor. The Pledgor represents
and warrants that:

         (a) It has, and has duly exercised, all requisite power and authority
to enter into this Pledge Agreement, to pledge the Pledged Assets for the
purposes described in the recitals to this Pledge Agreement, and to carry out
the transactions contemplated by this Pledge Agreement;

         (b) It is the legal and beneficial owner of all of the Pledged Assets;

         (c) The Pledged Securities constitute all of the issued and outstanding
Capital Securities of each issuer thereof;

         (d) All of the Pledged Securities have been duly and validly issued,
are fully paid and nonassessable, and all of the Pledged Assets are owned by the
Pledgor free of any pledge, mortgage, hypothecation, lien, charge, encumbrance
or security interest in or on such Pledged Assets or the proceeds thereof,
except for that granted hereunder;

         (e) The execution and delivery of this Pledge Agreement, and the
performance of its terms, will not result in any violation of any provision of
the Organizational Documents of the Pledgor or the applicable issuer of the
Pledged Securities or violate or constitute a default under the terms of any
agreement, indenture or other instrument, license, judgment, decree, order, law,
statute, ordinance or other governmental rule or regulation, applicable to the
Pledgor or any of its property; and

         (f) Upon the delivery of all certificates and instruments evidencing
the Pledged Securities to the Agent or its agent and the filing of a financing
statement in the filing office described in Schedule 2 hereto naming the Pledgor
as debtor, the Agent as secured party and describing the Pledged Assets, this
Pledge Agreement will create a valid first lien upon and perfected security
interest in the Pledged Assets and the proceeds thereof, subject to no prior
security interest, lien, charge or encumbrance, or agreement purporting to grant
to any third party a security interest in the property or assets of the Pledgor
which would include the Pledged Assets.

         (g) The Pledgor's chief executive office within the meaning of
ss. 9-103(3)(d) of the UCC, is listed on Schedule 2 hereto.

         (h) None of the Pledged Securities is, nor at any time during the term
of this Pledge Agreement will be, (i) dealt in or traded on securities exchanges
or in securities markets, (ii)


                                      -4-
<PAGE>


expressly governed by Article 8 ("Article 8") of the UCC pursuant to the terms
of the Organizational Documents, (iii) an investment company security (as
defined in UCC ss. 8-103 of Article 8) or (iv) held in a securities account (as
defined in UCC ss. 8-501 of Article 8).

         (i) No authorization, approval, or other action by, and no notice to or
filing with, any governmental authority or regulatory body or any other Person
is required for (1) the pledge by the Pledgor of the Pledged Assets pursuant to
this Pledge Agreement, (2) the creation and perfection of a first priority
security interest in the Pledged Assets in favor of the Banks or for the
execution, delivery or performance of this Pledge Agreement by the Pledgor or
(3) for the exercise by the Agent on behalf of the Banks of the remedies in
respect of the Pledged Assets pursuant to this Pledge Agreement (except as may
be required by the UCC).

         5. Covenants of Pledgor.

         (a) The Pledgor hereby covenants that, until the Repayment Date, it
will not, without the prior written consent of the Agent and the Banks:

                  (i) Sell, convey, or otherwise dispose of any of the Pledged
Assets (other than cash distributions permitted to be retained by the Pledgor
pursuant to Section 2(d)) or any interest therein or create, incur, or permit to
exist any pledge, mortgage, lien, charge, encumbrance or security interest
whatsoever in or with respect to any of the Pledged Assets or the proceeds
thereof, other than that created hereby; or

                  (ii) Consent to or approve the issuance of any additional
Capital Securities in the issuer of the Pledged Securities; or any Capital
Securities convertible voluntarily by the holder thereof or automatically upon
the occurrence or non-occurrence of any event or condition into, or exchangeable
for, any such Capital Securities, or any warrants, options, rights, or other
commitments entitling any person to purchase or otherwise acquire any such
Capital Securities, unless, in each case, such additional Capital Securities,
convertible Capital Securities, warrants, options, rights or other commitments,
are pledged to the Agent pursuant to this Agreement; or

                  (iii) Change its name, identity or organizational structure in
any manner that might make any financing or continuation statement filed
hereunder seriously misleading within the meaning of Section 9-402(7) of the UCC
(or any other then applicable provision of the UCC) unless the Pledgor has given
the Agent at least 90 days' prior written notice thereof or has delivered to the
Agent acknowledgment copies of UCC-3 financing statements duly executed and duly
filed in each jurisdiction in which UCC-l filings were required in order to
perfect the security interest granted by this Pledge Agreement in the Pledged
Assets and have taken all actions (or made arrangements to take such action
substantially simultaneously with such change if it is impossible to take such
action in advance) necessary or reasonably requested by the Agent to amend such
financing statement or continuation statement so that it is not seriously
misleading.

         (b) The Pledgor warrants and will, at its own expense, defend the
Agent's right, title, special property and security interest in and to the
Pledged Assets against the claims of any person, firm, corporation or other
entity.


                                      -5-
<PAGE>


         6. Registration Statement.

         (a) If the Agent elects to exercise its right to sell or otherwise
dispose of all or any part of the Pledged Securities, and if, in the opinion of
counsel for the Agent, it is necessary to have the Pledged Securities or that
portion thereof to be sold registered under the provisions of the Securities Act
of 1933, as amended (the "Securities Act"), the Pledgor shall use its best
efforts to cause:

                  (i) The issuer of such Pledged Securities, its governing body
and responsible officers, to take all action necessary to register such Pledged
Securities or that portion thereof to be disposed of under the provisions of the
Securities Act, at the Pledgor's expense;

                  (ii) The registration statement relating thereto to become
effective and to remain so for not less than one year from the date of the first
public offering of such Pledged Securities or that portion thereof so to be
disposed of, and to make all amendments thereto and to the related prospectus
that, in the opinion of the Agent or its counsel, are necessary or advisable,
all in conformity with the requirements of the Securities Act and the rules and
regulations of the Securities and Exchange Commission applicable thereto;

                  (iii) The issuer of such Pledged Securities to comply with the
provisions of the "Blue Sky" law of any jurisdiction designated by the Agent;
and

                  (iv) The issuer of such Pledged Securities to make available
to all holders of its Capital Securities, as soon as practicable, an earnings
statement (which need not be audited) covering a period of at least twelve
months but not more than eighteen months, beginning with the first month after
the effective date of any such registration statement, which earnings statement
will satisfy the provisions of Section 11(a) of the Securities Act.

         (b) The Pledgor acknowledges that a breach of any of the covenants
contained in paragraph 5(a) above may cause irreparable injury to the Banks;
that the Agent and the Banks will have no adequate remedy at law with respect to
such breach; and, as a consequence, that the Pledgor's covenants in paragraph
5(a) shall be specifically enforceable against the Pledgor; and the Pledgor
hereby waives, to the extent such waiver is enforceable under law, and shall not
assert, any defenses against an action for specific performance of such
covenants, except for a defense that no Event of Default has occurred.

         (c) Notwithstanding the foregoing, the Pledgor recognizes that the
Agent may be unable to effect a public sale of all or a part of the Pledged
Securities and may be compelled to resort to one or more private sales to a
restricted group of purchasers who will be obligated to agree, among other
things, to acquire such Capital Securities for their own account, for investment
and not with a view to the distribution or resale thereof. The Pledgor
acknowledges that any such private sales may be at prices and on terms less
favorable to the Agent than those of public sales, and agrees that the sale of
the Pledged Securities does not have to be a public sale in order to be made in
a commercially reasonable manner and that the Agent has no obligation to delay
sale of any such Pledged Securities to permit the issuer thereof to register it
for public sale under the Securities Act.


                                      -6-
<PAGE>


         7. Notices Concerning Pledged Assets. The Pledgor will promptly deliver
to the Agent all written notices, and will promptly give the Agent written
notice of any other notices, received by it with respect to Pledged Assets.

         8. Further Assurances. The Pledgor shall at any time, and from time to
time, upon the written request of the Agent, execute and deliver such further
documents and do such further acts and things as the Agent may reasonably
request to effect the purposes of this Pledge Agreement, including, without
limitation, delivering to the Agent upon the occurrence of an Event of Default
irrevocable proxies with respect to the Pledged Securities in form satisfactory
to the Agent. Until receipt thereof, this Pledge Agreement shall constitute the
Pledgor's proxy to the Agent or its nominee to vote all Pledged Securities then
registered in the Pledgor's name in accordance with Section 2(c).

         9. Termination. This Pledge Agreement shall terminate on the later of
(i) the second anniversary of the Closing Date and (ii) the last day of the
second consecutive quarter in which the Leverage Ratio has been less than 2.25x,
provided that at the time of such termination, the Global Leverage Ratio is less
than 3.50x. If the Leverage Ratio is greater than or equal to 2.25x at any time
after such pledge has been released, the Borrower shall re-pledge the Collateral
to the Banks and take all actions necessary to effect such pledge. Upon
termination of this Pledge Agreement, the Agent shall deliver to the Pledgor, or
register a release for the benefit of the Pledgor, at the Pledgor's expense,
such of the Pledged Assets as shall not have been sold or otherwise applied
pursuant to this Pledge Agreement.

         10. Limitation on Agent's Duty in Respect of Collateral. Beyond the
exercise of reasonable care to assure the safe custody of the Pledged Assets
while held hereunder, the Agent shall have no duty or liability to preserve
rights pertaining thereto and shall be relieved of all responsibility for the
Pledged Assets upon surrendering or tendering surrender of the Pledged Assets to
the Pledgor.

         11. Severability. Any provision of this Pledge Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

         12. No Waiver; Cumulative Remedies. Neither the Agent nor the Banks
shall, by any act, delay, omission or otherwise, be deemed to have waived any of
its or their rights or remedies hereunder and no waiver shall be valid unless in
writing, signed by the Agent on behalf of the Banks, and then only to the extent
therein set forth. A waiver by the Agent of any right or remedy hereunder on any
one occasion shall not be construed as a bar to any right or remedy which the
Agent or the Banks would otherwise have had on any future occasion. No failure
to exercise nor any delay in exercising on the part of the Agent or the Banks,
any right, power or privilege hereunder, shall operate as a waiver thereof, nor
shall any single or partial exercise of any right, power or privilege hereunder
preclude any other or future exercise thereof or the exercise or any other
right, power or privilege. The rights and remedies hereunder provided are
cumulative and may be exercised singly or concurrently, and are not exclusive of
any rights and remedies provided by law. None of the provisions of this Pledge
Agreement may be waived,


                                      -7-
<PAGE>


altered, modified or amended except by an instrument in writing, duly executed
by the Pledgor and the Agent on behalf of the Banks.

         13. Successors and Assigns; Governing Law. This Pledge Agreement and
all obligations of the Pledgor hereunder shall be binding upon the successors
and assigns of the Pledgor, and shall, together with the rights and remedies of
the Agent hereunder, inure to the benefit of the Agent, the Banks and their
respective successors and assigns. This Pledge Agreement shall be governed by,
and be construed and interpreted in accordance with, the laws of the State of
New York.

         14. Further Indemnification. The Pledgor agrees to pay, and to save the
Agent and the Banks harmless from, any and all liabilities with respect to, or
resulting from any delay in paying, any and all excise, sales or other taxes
which may be payable or determined to be payable with respect to any of the
Pledged Assets or in connection with any of the transactions contemplated by
this Pledge Agreement.

         15. Notices. Any notice to the Agent or the Banks or the Pledgor
required or permitted by this Pledge Agreement shall be effective if given in
accordance with Section 10.04 of the Credit Agreement, to the address specified
in Schedule 2 attached hereto, or such other address as the Pledgor may specify
in accordance with Section 10.04 of the Credit Agreement, in the case of notices
to the Pledgor.

         IN WITNESS WHEREOF, the Pledgor has caused this Pledge Agreement to be
duly executed and delivered as of the date and year first above written.


                                              FLORIDA EXPRESS CARRIERS, INC.


                                              By: /s/ R. W. Anestis
                                                 ------------------------------
                                                 Its: Chairman


                                      -8-

<PAGE>


                                   Schedule 1
                               CAPITAL SECURITIES

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Issuer, including exact name,      Certificate No.   No. of     Exact Name of
   the type of entity and          (if applicable)   Shares   Registered Holder
jurisdiction of organization
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Florida Express Logistics, Inc.,          1           100     Florida Express
a Florida corporation                                         Carriers, Inc.

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<PAGE>


                                   Schedule 2

                          FILING OFFICE AND INFORMATION


Filing Office:        Secretary of State of the State of Florida




Location of Pledgor:  Florida Express Carriers, Inc.
                      One Malaga Street
                      St. Augustine, Florida  32084
                      Attention:  General Counsel
                      Telecopier Number (904) 826-2379






</TEXT>
</DOCUMENT>
