exv10w1






Exhibit 10.1




CREDIT AGREEMENT




dated as of



September 19, 2008



among



THE ST. JOE COMPANY



as Borrower,



The Initial Guarantors Listed Herein,



The Lenders Listed Herein



and



BRANCH BANKING AND TRUST COMPANY,



as Administrative Agent



and



BB&T CAPITAL MARKETS,



as Lead Arranger



CREDIT AGREEMENT



          THIS CREDIT AGREEMENT is dated as of September 19, 2008 among THE ST. JOE COMPANY, a Florida
corporation, as borrower, the INITIAL GUARANTORS listed on the signature pages hereof, as
guarantors, the LENDERS listed on the signature pages hereof and BRANCH BANKING AND TRUST COMPANY,
as Administrative Agent.



          The parties hereto agree as follows:



ARTICLE I




DEFINITIONS



          SECTION 1.01. Definitions. The terms as defined in this Section 1.01 shall, for all
purposes of this Agreement and any amendment hereto (except as otherwise expressly provided or
unless the context otherwise requires), have the meanings set forth herein:



          “Acquisition” means any transaction or series of related transactions for the purpose of, or
resulting in, directly or indirectly, (a) the acquisition by the Borrower or any Subsidiary of all
or substantially all of the assets of a Person (other than a Subsidiary) or of any business or
division of a Person (other than a Subsidiary), (b) the acquisition by the Borrower or any
Subsidiary of more than 50% of any class of Voting Stock (or similar ownership interests) of any
Person (provided that formation or organization of any Wholly Owned Subsidiary shall not constitute
an “Acquisition” to the extent that the amount of the Investment in such entity is permitted under
Sections 5.08 and 5.12), or (c) a merger, consolidation, amalgamation or other combination by the
Borrower or any Subsidiary with another Person (other than a



 









 







Subsidiary) if the Borrower or such
Subsidiary is the surviving entity; provided that in any merger involving the Borrower, the
Borrower must be the surviving entity.



          “Adjusted London InterBank Offered Rate” applicable to any Interest Period means a rate per
annum equal to the quotient obtained (rounded upwards, if necessary, to the next higher 1/100th of
1%) by dividing (i) the applicable London InterBank Offered Rate for such Interest Period by
(ii) 1.00 minus the Euro-Dollar Reserve Percentage.



          “Administrative Agent” means BB&T, in its capacity as administrative agent for the Lenders,
and its successors and permitted assigns in such capacity.



          “Administrative Agent’s Letter Agreement” means that certain letter agreement, dated as of
July 23, 2008, between Borrower and the Administrative Agent relating to the terms of this
Agreement, and certain fees from time to time payable by the Borrower to the Administrative Agent,
together with all amendments and modifications thereto. If there is any conflict between the
provisions of this Agreement and the provisions of the Administrative Agent’s Letter Agreement, the
provisions of this Agreement will control.



          “Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the
Administrative Agent.



          “Advances” means collectively the Revolver Advances. “Advance” means any one of such Advances,
as the context may require.



          “Affiliate” of any Person means (i) any other Person which directly, or indirectly through one
or more intermediaries, controls such Person, (ii) any other Person which directly, or indirectly
through one or more intermediaries, is controlled by or is under common control with such Person,
or (iii) any other Person of which such Person owns, directly or indirectly, 10% or more of the
common stock or equivalent equity interests.



          “Agreement” means this Credit Agreement, together with all amendments and supplements hereto.



          “Applicable Laws” means all international, foreign, Federal, state and local statutes,
treaties, rules, guidelines, regulations, ordinances, codes, executive orders, and administrative
or judicial precedents or authorities, including the interpretation or administration thereof by
any Governmental Authority charged with the enforcement, interpretation or administration thereof,
and all applicable administrative orders, directed duties, requests, licenses, authorizations and
permits of, and agreements with, any Governmental Authority, in each case whether or not having the
force of law.



          “Applicable Margin” has the meaning set forth in Section 2.06(a).



          “Applicable Percentage” means with respect to any Lender, the percentage of the total Revolver
Commitments represented by such Lender’s Revolver Commitment. If the Revolver Commitments have
terminated or expired, the Applicable Percentages shall be determined based upon the Revolver
Commitments most recently in effect, giving effect to any assignments.



          “Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an
Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a
Lender.



          “Assignment and Assumption” means an assignment and assumption entered into by a Lender and an
Eligible Assignee (with the consent of any party whose consent is required by Section 9.07), and
accepted by the Administrative Agent, in substantially the form of Exhibit I or any other form
approved by the Administrative Agent.



          “Bank Products” means any: (1) Hedging Agreements; and (2) other services or facilities
provided to any Loan Party by the Administrative Agent or any Lender (each, in such capacity, a
“Bank Product Bank”) (but excluding Cash Management Services) with respect to (a) credit cards, (b)
purchase cards, (c) merchant services constituting a line of credit, and (d) leasing.



          “Bankruptcy Code” means the United States Bankruptcy Reform Act of 1978 (11 U.S.C. §§101, et.
seq.), as amended from time to time.



 









 





          “Base Rate” means for any Base Rate Advance for any day, the rate per annum equal to the
higher as of such day of (i) the Prime Rate, or (ii) one-half of one percent (0.5%) above the
Federal Funds Rate. For purposes of determining the Base Rate for any day, changes in the Prime
Rate or the Federal Funds Rate shall be effective on the date of each such change.



          “Base Rate Advance” means, with respect to any Advance, such Advance when such Advance bears
or is to bear interest at a rate based upon the Base Rate.



          “BB&T” means Branch Banking and Trust Company, and its successors.



          “Borrower” means The St. Joe Company, a Florida corporation, and its successors and its
permitted assigns.



          “Borrowing” means a borrowing hereunder consisting of Revolver Advances made to the Borrower:
(i) at the same time by all of the Lenders, in the case of Syndicated Borrowings, or (ii) by BB&T,
for Swing Advances. A Borrowing is a “Syndicated Borrowing” if such Advances are made pursuant to
Section 2.01(a) or a “Swing Line Borrowing” if such Advance is made pursuant to Section 2.01(b). A
Borrowing is a “Base Rate Borrowing” if such Advances are Base Rate Advances. A Borrowing is a
“Euro-Dollar Borrowing” if such Advances are Euro-Dollar Advances. A Borrowing is a “Tranche
Euro-Dollar Borrowing” if such Advances are Tranche Euro-Dollar Advances. A Borrowing is an “Index
Euro-Dollar Borrowing” if such Advances are Index Euro-Dollar Advances.



          “Capital Expenditures” means for any period the sum of all capital expenditures incurred
during such period by the Borrower and its Consolidated Subsidiaries, as determined in accordance
with GAAP.



          “Capital Securities” means, with respect to any Person, any and all shares, interests
(including membership interests and partnership interests), participations or other equivalents
(however designated, whether voting or non-voting) of such Person’s capital (including any
instruments convertible into equity), whether now outstanding or issued after the Closing Date.



          “Cash Equivalents” means: (a) securities issued or directly and fully guaranteed or insured by
the United States of America or any agency thereof (provided that the full faith and credit of the
United States is pledged in support thereof) with maturities of not more than one year from the
date acquired; (b) time deposits and certificates of deposit with maturities of not more than one
(1) year from the date acquired issued by a United States federal or state chartered commercial
bank of recognized standing having capital and surplus in excess of $500 million, and which bank or
its holding company has a short-term commercial paper rating of at least A-1 or the equivalent by
Standard & Poor’s Rating Services or at least P-1 or the equivalent by Moody’s Investors Service,
Inc.; and (c) investments in money market funds (i) which mature not more than seven (7) days from
the date acquired, (ii) with respect to which there has been no failure to honor a request for
withdrawal, (iii) which are registered under the Investment Company Act of 1940, as amended, (iv)
which have net assets of at least $500,000,000 and (v) at least 85% of those assets consist of
securities and other obligations of the type referenced in clauses (a) and (b) above.



          “Cash Management Services” means any one or more of the following types of services or
facilities provided to any Loan Party by the Administrative Agent or any Lender (each, in such
capacity, a “Cash Management Bank”): (a) ACH transactions, (b) cash management services, including,
without limitation, controlled disbursement
services, treasury, depository, overdraft, and electronic funds transfer services, (c) foreign
exchange facilities, (d) credit or debit cards, and (e) merchant services not constituting a Bank
Product.



          “CERCLA” means the Comprehensive Environmental Response Compensation and Liability Act, 42
U.S.C. §9601 et seq. and its implementing regulations and amendments.



          “CERCLIS” means the Comprehensive Environmental Response Compensation and Liability
Information System established pursuant to CERCLA.



          “Change in Control” means the occurrence after the Closing Date of any of the following: (i)
any Person or two or more Persons acting in concert shall have acquired beneficial ownership
(within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities
Exchange Act of 1934) of 25% or more of the outstanding shares of the Voting Stock of the Borrower;
or (ii) as of any date a majority of the board of directors of the Borrower consists of individuals
who were not either (A) directors of the Borrower as of the corresponding date of
the previous



 









 







year, (B) selected or nominated to become directors by the board of directors of the Borrower of
which a majority of such board consisted of individuals described in clause (A), or (C) selected or
nominated to become directors by the board of directors of the Borrower of which a majority of such
board consisted of individuals described in clause (A) and individuals described in clause (B).



          “Change in Law” means the occurrence, after the date of this Agreement, of any of the
following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change
in any law, rule, regulation or treaty or in the administration, interpretation or application
thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or
directive (whether or not having the force of law) by any Governmental Authority.



          “Closing Certificate” has the meaning set forth in Section 3.01(d).



          “Closing Date” means September 19, 2008.



          “Code” means the Internal Revenue Code of 1986, as amended, or any successor Federal tax code.
Any reference to any provision of the Code shall also be deemed to be a reference to any successor
provision or provisions thereof.



          “Collateral” shall mean (i) all property which secures the Obligations pursuant to the
Collateral Documents and (ii) the Timberland Collateral.



          “Collateral Diligence Enhancement Event” means any time the Administrative Agent in its
reasonable discretion determines that St. Joe Timberland owns less than 250,000 acres of real
property.



          “Collateral Documents” means, collectively, the Pledge Agreement, the REIT Pledge Agreement
and all other agreements (including control agreements), instruments and other documents, whether
now existing or hereafter in effect, pursuant to which the Borrower or any Subsidiary shall grant
or convey (or shall have granted or conveyed) to the Secured Parties a Lien in, or any other Person
shall acknowledge any such Lien in, property as security for all or any portion of the Obligations,
as any of them may be amended, modified or supplemented from time to time. After the occurrence of
a Trigger Event, the term Collateral Documents shall include, without limitation, the Timberland
Collateral Documents.



          “Compliance Certificate” has the meaning set forth in Section 5.01(c).



          “Consolidated Net Income” means, for any period, the Net Income of the Borrower and its
Consolidated Subsidiaries determined on a consolidated basis, but excluding (i) extraordinary items
and (ii) any equity interests of the Borrower or any Subsidiary in the unremitted earnings of any
Person that is not a Subsidiary.



          “Consolidated Subsidiary” means at any date any Subsidiary or other entity the accounts of
which, in accordance with GAAP, would be consolidated with those of the Borrower in its
consolidated financial statements as of such date.



          “Consolidated Tangible Net Worth” means, at any time, Stockholder’s Equity less the sum of the
value, (to the extent reflected in determining Stockholder’s Equity) as set forth or reflected on
the most recent consolidated balance sheet of the Borrower and its Consolidated Subsidiaries, on a
consolidated basis prepared in accordance with GAAP, of



          (A) Any surplus resulting from any write-up of assets subsequent to December 31, 2007;



          (B) All assets which would be treated as intangible assets for balance sheet presentation
purposes under GAAP, including without limitation goodwill (whether representing the excess of cost
over book value of assets acquired, or otherwise), trademarks, tradenames, copyrights, patents and
technologies, and unamortized debt discount and expense;



          (C) To the extent not included in (B) of this definition, any amount at which the Capital
Securities of the Borrower appear as an asset on the balance sheet of the Borrower and its
Consolidated Subsidiaries;



          (D) Any amount at which the net obligations of the Borrower and its Subsidiaries with respect
to interest rate



 









 







protection agreements, foreign currency exchange agreements or other hedging
agreements appear as an asset on the balance sheet of the Borrower and its Consolidated
Subsidiaries;



          (E) Loans or advances to stockholders of the Borrower;



          (F) Loans or advances to directors, officers, managers or employees thereof; and



          (G) To the extent not included in (B) of this definition, deferred expenses.



          “Control” means the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the ability to exercise voting
power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.



          “Controlled Group” means all members of a controlled group of corporations and all trades or
businesses (whether or not incorporated) under common control which, together with any Loan Party,
are treated as a single employer under Section 414 of the Code.



          “Costs of Acquisition” means, with respect to any Acquisition, as at the date of entering into
any agreement therefor, the sum of the following (without duplication): (i) the value of
the Capital Securities of the Borrower or any Subsidiary to be transferred in connection therewith,
(ii) the amount of any cash and fair market value of other property (excluding property described
in clause (i) and the unpaid principal amount of any debt instrument) given as consideration, (iii)
the amount (determined by using the face amount or the amount payable at maturity, whichever is
greater) of any Debt incurred, assumed or acquired by the Borrower or any Subsidiary in connection
with such Acquisition, (iv) all additional purchase price amounts in the form of earnouts and other
contingent obligations that should be recorded on the financial statements of the Borrower and its
Subsidiaries in accordance with GAAP, (v) all amounts paid in respect of covenants not to compete,
consulting agreements that should be recorded on financial statements of the Borrower and its
Subsidiaries in accordance with GAAP, and other affiliated contracts in connection with such
Acquisition, (vi) the aggregate fair market value of all other consideration given by the Borrower
or any Subsidiary in connection with such Acquisition, and (vii) out of pocket transaction costs
for the services and expenses of attorneys, accountants and other consultants incurred in effecting
such transaction, and other similar transaction costs so incurred. For purposes of determining the
Cost of Acquisition for any transaction, (A) the Capital Securities of the Borrower shall be valued
(I) in the case of capital stock that is then designated as a national market system security by
the National Association of Securities Dealers, Inc. (“NASDAQ”) or is listed on a national
securities exchange, the average of the last reported bid and ask quotations or the last prices
reported thereon, and (II) with respect to any other Capital Securities, as determined by the board
of directors of the Borrower, (B) the Capital Securities of any Subsidiary shall be valued as
determined by the board of directors of such Subsidiary, and (C) with respect to any Acquisition
accomplished pursuant to the exercise of options or warrants or the conversion of securities, the
Cost of Acquisition shall include both the cost of acquiring such option, warrant or convertible
security as well as the cost of exercise or conversion.



          “Credit Party Expenses” means, without limitation, (a) all reasonable out-of-pocket expenses
incurred by the Administrative Agent and its Affiliates, in connection with this Agreement and the
other Loan Documents, including without limitation (i) the reasonable fees, charges and
disbursements of (A) counsel for the Administrative Agent, (B) outside consultants for the
Administrative Agent, (C) appraisers, (D) commercial finance examinations, and (E) all such
out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of the
Obligations; and (ii) in connection with (A) the syndication of the credit facilities provided for
herein, (B) the administration, management, execution and delivery of this Agreement and the other
Loan Documents, and the preparation, negotiation, administration and management of any amendments,
modifications or waivers of the provisions of this Agreement and the other Loan Documents (whether
or not the transactions contemplated thereby shall be consummated), or (C) the enforcement or
protection of its rights in connection with this Agreement or the Loan Documents or efforts to
preserve, protect, collect, or enforce the Collateral, and (b) with respect to the Letter of Credit
Issuer, and its Affiliates, all reasonable out-of-pocket expenses incurred in connection with the
issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment
thereunder; and (c) all reasonable out-of-pocket expenses incurred by the Secured Parties who are
not the Administrative Agent, the Letter of Credit Issuer or any Affiliate of any of them, after
the occurrence and during the continuance of an Event of Default.



          “Debt” of any Person means at any date, without duplication, (i) all obligations of such
Person for borrowed money; (ii) all obligations of such Person evidenced by bonds, debentures,
notes or other similar instruments; (iii) all



 









 







obligations of such Person to pay the deferred
purchase price of property or services, except trade accounts payable arising in the ordinary
course of business; (iv) all obligations of such Person as lessee under capital leases; (v) all
obligations of such Person to reimburse any bank or other Person in respect of amounts payable
under a banker’s acceptance; (vi) all Redeemable Preferred Securities of such Person; (vii) all
obligations (absolute or contingent) of such Person to reimburse any bank or other Person in
respect of amounts which are available to be drawn or have been drawn under a letter of credit or
similar instrument; (viii) all Debt of others secured by a Lien on any asset of such Person,
whether or not such Debt is assumed by such Person; (ix) all Debt of others Guaranteed by such
Person (except for guaranties of customary exceptions for fraud, misapplication of funds,
environmental indemnities and other similar exceptions to non-recourse liability); (x) all net
obligations of such Person with respect to interest rate protection agreements, foreign currency
exchange agreements or other hedging agreements not entered into in the ordinary course of business
to hedge or mitigate the risk of interest rate changes in respect of existing Debt (valued as the
termination value thereof computed in accordance with a method approved by the International Swap
Dealers Association and agreed to by such Person in the applicable hedging agreement, if any); (xi)
all obligations of such Person under any synthetic lease, tax retention operating lease, sale and
leaseback transaction, asset securitization, off-balance sheet loan or other off-balance sheet
financing product; (xii) all obligations of such Person to purchase securities or other property
arising out of or in connection with the sale of the same or substantially similar securities or
property; (xiii) such Person’s pro rata share of the Debt of any Unconsolidated Affiliate of such
Person and (xiv) all obligations of such Person created or arising under any conditional sale
or other title retention agreement with respect to property acquired by such Person. The Debt of
any Person shall include the Debt of any other entity (including any partnership in which such
Person is a general partner) to the extent such Person is liable therefore as a result of such
Person’s ownership interest in or other relationship with such entity, except to the extent the
terms of such Debt provide that such Person is not liable therefor.



          “Default” means any condition or event which constitutes an Event of Default or which with the
giving of notice or lapse of time or both would, unless cured or waived in writing, become an Event
of Default.



          “Default Rate” means, with respect to the Advances, on any day, the sum of 2% plus the then
highest interest rate (including the Applicable Margin) which may be applicable to any Advance
(irrespective of whether any such type of Advance is actually outstanding hereunder).



          “Defaulting Lender” has the meaning given that term in Section 2.15.



          “Dollars” or “$” means dollars in lawful currency of the United States of America.



          “Domestic Business Day” means any day except a Saturday, Sunday or other day on which
commercial banks in North Carolina are authorized or required by law to close.



          “Eligible Assignee” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund,
and (d) any other Person (other than a natural person) approved by (i) the Administrative Agent,
and (ii) unless a Default has occurred and is continuing, the Borrower (each such approval not to
be unreasonably withheld or delayed); provided that notwithstanding the foregoing,
“Eligible Assignee” shall not include the Borrower or any of the Borrower’s Affiliates or
Subsidiaries.



          “Environmental Authority” means any foreign, federal, state, local or regional government that
exercises any form of jurisdiction or authority under any Environmental Requirement.



          “Environmental Authorizations” means all licenses, permits, orders, approvals, notices,
registrations or other legal prerequisites for conducting the business of a Loan Party or any
Subsidiary of a Loan Party required by any Environmental Requirement.



          “Environmental Judgments and Orders” means all judgments, decrees or orders arising from or in
any way associated with any Environmental Requirements, whether or not entered upon consent or
written agreements with an Environmental Authority or other entity arising from or in any way
associated with any Environmental Requirement, whether or not incorporated in a judgment, decree or
order.



          “Environmental Laws” means any and all federal, state, local and foreign statutes, laws,
regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants,
franchises, licenses, agreements or other governmental restrictions relating to the environment or
to emissions, discharges or releases of pollutants, contaminants, petroleum or



 









 







petroleum products,
chemicals or industrial, toxic or hazardous substances or wastes into the environment, including,
without limitation, ambient air, surface water, groundwater or land, or otherwise relating to the
manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of
pollutants, contaminants, petroleum or petroleum products, chemicals or industrial, toxic or
hazardous substances or wastes or the clean-up or other remediation thereof.



          “Environmental Liabilities” means any liabilities, whether accrued, contingent or otherwise,
arising from and in any way associated with any Environmental Requirements.



          “Environmental Notices” means notice from any Environmental Authority or by any other person
or entity, of possible or alleged noncompliance with or liability under any Environmental
Requirement, including without limitation any complaints, citations, demands or requests from any
Environmental Authority or from any other person or entity for correction of any violation of any
Environmental Requirement or any investigations concerning any violation of any Environmental
Requirement.



          “Environmental Proceedings” means any judicial or administrative proceedings arising from or
in any way associated with any Environmental Requirement.



          “Environmental Releases” means releases as defined in CERCLA or under any applicable federal,
state or local environmental law or regulation and shall include, in any event and without
limitation, any release of petroleum or petroleum related products.



          “Environmental Requirements” means any legal requirement relating to health, safety or the
environment and applicable to a Loan Party, any Subsidiary of a Loan Party or the Properties,
including but not limited to any such requirement under CERCLA or similar state legislation and all
federal, state and local laws, ordinances, regulations, orders, writs, decrees and common law.



          “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to
time, or any successor law and all rules and regulations from time to time promulgated thereunder.
Any reference to any provision of ERISA shall also be deemed to be a reference to any successor
provision or provisions thereof.



          “Euro-Dollar Advance” means, with respect to any Advance, such Advance during Interest Periods
when such Advance bears or is to bear interest at a rate based upon the London InterBank Offered
Rate. A Euro-Dollar Advance is a Tranche Euro-Dollar Advance if such Euro-Dollar Advance has an
Interest Period described in subsection (1) of the definition of Interest Period. A Euro-Dollar
Advance is an Index
Euro-Dollar Advance if such Euro-Dollar Advance has an Interest Period described in subsection
(2) of the definition of Interest Period.



          “Euro-Dollar Business Day” means any Domestic Business Day on which dealings in Dollar
deposits are carried out in the London interbank market.



          “Euro-Dollar Reserve Percentage” has the meaning set forth in Section 2.06(c).



          “Event of Default” has the meaning set forth in Section 6.01.



          “Excluded Subsidiary” means: (1) any Subsidiary (a) formed as or converted to a special
purpose entity for the sole purpose of holding title to assets which are or are to become
collateral for any secured Debt of such Subsidiary and (b) which is prohibited from Guaranteeing
the Debt of any other Person pursuant to (i) any document, instrument or agreement evidencing such
secured Debt or (ii) a provision of such Subsidiary’s organizational documents which provision was
included in such Subsidiary’s organizational documents as a condition to the extension of such
secured Debt; and (2) any Subsidiary (other than St. Joe Finance Company) in which the Borrower,
directly or indirectly, owns less than 100% of the Capital Securities of such Subsidiary.



          “Excluded Taxes” means, with respect to the Administrative Agent, any Lender or any other
recipient of any payment to be made by or on account of any obligation of the Borrower hereunder,
(a) taxes imposed on or measured by its overall net income (however denominated), and franchise
taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political
subdivision thereof) under the laws of which such recipient is organized or in which its



 









 







principal
office is located or, in the case of any Lender, in which its applicable lending office is located,
(b) any branch profits taxes imposed by the United States of America or any similar tax imposed by
any other jurisdiction in which the Borrower is located and (c) in the case of a Foreign Lender,
any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such
Foreign Lender becomes a party hereto (or designates a new lending office) or is attributable to
such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply
with Section 2.12(e), except to the extent that such Foreign Lender (or its assignor, if any) was
entitled, at the time of designation of a new lending office (or assignment), to receive additional
amounts from the Borrower with respect to such withholding tax pursuant to Section 2.12(e).



          “Facing Fee” has the meaning given such term in Section 2.07(d).



          “Federal Funds Rate” means, for any day, the rate per annum (rounded upward, if necessary, to
the next higher 1/100th of 1%) equal to the weighted average of the rates on overnight Federal
funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on
such day, as published by the Federal Reserve Bank of New York on the Domestic Business Day next
succeeding such day, provided that (i) if the day for which such rate is to be determined is not a
Domestic Business Day, the Federal Funds Rate for such day shall be such rate on such transactions
on the next
preceding Domestic Business Day as so published on the next succeeding Domestic Business Day,
and (ii) if such rate is not so published for any day, the Federal Funds Rate for such day shall be
the average rate charged to BB&T on such day on such transactions as determined by the
Administrative Agent.



          “Financing” means (i) any transaction or series of transactions for the incurrence by a Loan
Party of any Debt in a principal amount greater than $25,000,000 or for the establishment of a
commitment to make advances which would constitute Debt of a Loan Party in a principal amount
greater than $25,000,000 and not by its terms subordinate and junior to other Debt of a Loan Party,
(ii) an obligation incurred in a transaction or series of transactions in which assets of a Loan
Party are sold and leased back, or (iii) a sale of accounts or other receivables or any interest
therein; provided however, Qualified Installment Sale Transactions shall be excluded from this
definition.



          “Fiscal Quarter” means any fiscal quarter of the Borrower.



          “Fiscal Year” means any fiscal year of the Borrower.



          “Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other
than that in which the Borrower is resident for tax purposes. For purposes of this definition, the
United States of America, each State thereof and the District of Columbia shall be deemed to
constitute a single jurisdiction.



          “Fund” means any Person (other than a natural person) that is (or will be) engaged in making,
purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in
the ordinary course of its business.



          “GAAP” means generally accepted accounting principles in the United States applied on a basis
consistent with those which, in accordance with Section 1.02, are to be used in making the
calculations for purposes of determining compliance with the terms of this Agreement.



          “Governmental Authority” means the government of the United States of America or any other
nation, or of any political subdivision thereof, whether state or local, and any agency, authority,
instrumentality, regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to
government (including any supra-national bodies such as the European Union or the European Central
Bank).



          “Guarantee” by any Person means any obligation, contingent or otherwise, of such Person
directly or indirectly guaranteeing any Debt or other obligation of any other Person and, without
limiting the generality of the foregoing, any obligation, direct or indirect, contingent or
otherwise, of such Person (i) to secure, purchase or pay (or advance or supply funds for the
purchase or payment of) such Debt or other obligation (whether arising by virtue of partnership
arrangements, by agreement to keep-well, to purchase assets, goods, securities or services, to
provide collateral security, to take-or-pay, or to maintain financial statement conditions or otherwise) or (ii) entered into for the
purpose of assuring in any other manner the obligee of such Debt or other obligation of the payment
thereof or to protect such obligee against loss in respect thereof (in whole or in part),
provided that the term Guarantee shall not include endorsements for collection or deposit
in the ordinary course of business. The term “Guarantee” used as a verb has a corresponding
meaning.



 









 





          “Guaranteed Obligations” means the Obligations, including without limitation, any and all
liabilities, indebtedness and obligations of any and every kind and nature, heretofore, now or
hereafter owing, arising, due or payable from the Borrower to one or more of the Lenders, the
Letter of Credit Issuer, the Hedge Counterparties, any Secured Party, the Administrative Agent, or
any of them, arising under or evidenced by this Agreement, the Notes, the Collateral Documents or
any other Loan Document.



          “Guarantors” means collectively: (a) the Initial Guarantors, and (b) all Material Domestic
Subsidiaries acquired, formed or otherwise in existence after the Closing Date.



          “Hazardous Materials” includes, without limitation, (a) solid or hazardous waste, as defined
in the Resource Conservation and Recovery Act of 1980, 42 U.S.C. §6901 et seq. and its implementing
regulations and amendments, or in any applicable state or local law or regulation, (b) any
“hazardous substance”, “pollutant” or “contaminant”, as defined in CERCLA, or in any applicable
state or local law or regulation, (c) gasoline, or any other petroleum product or by-product,
including crude oil or any fraction thereof, (d) toxic substances, as defined in the Toxic
Substances Control Act of 1976, or in any applicable state or local law or regulation and (e)
insecticides, fungicides, or rodenticides, as defined in the Federal Insecticide, Fungicide, and
Rodenticide Act of 1975, or in any applicable state or local law or regulation, as each such Act,
statute or regulation may be amended from time to time.



          “Hedge Counterparty” means any Person that (i) has provided the Administrative Agent with a
fully executed designation notice, substantially in the form of Schedule A — Designation
Notice and (ii) enters into a Hedging Agreement with the Borrower that is permitted by Section 5.34
to the extent that (a) such Person is a Lender or any other Person that was a Lender at the time it
entered into the Hedging Agreement but has ceased to be a Lender under the Credit Agreement or (b)
such Person is a Lender on the Closing Date or becomes a Lender after the Closing Date in
connection with the primary syndication thereof and the Hedging Agreement was entered into on or
prior to the Closing Date (even if such Person ceases to be a Lender); provided, in the case of a
Hedging Agreement with a Person who is no longer a Lender, such Person shall be considered a Hedge
Counterparty only through the stated maturity date (without extension or renewal) of such Hedging
Agreement.



          “Hedge Transaction” of any Person shall mean any transaction (including an agreement with
respect thereto) now existing or hereafter entered into by such Person that is a rate swap, basis
swap, forward rate transaction, commodity swap, interest rate option, foreign exchange transaction,
cap transaction, floor transaction, collateral transaction,
forward transaction, currency swap transaction, cross-currency rate swap transaction, currency
option or any other similar transaction (including any option with respect to any of these
transactions) or any combination thereof, whether linked to one or more interest rates, foreign
currencies, commodity prices, equity prices or other financial measures.



          “Hedging Agreement” means each agreement between the Borrower and a Hedge Counterparty that
governs one or more Hedge Transactions entered into pursuant to Section 5.34, which agreement shall
consist of a “Master Agreement” in a form published by the International Swaps and Derivatives
Association, Inc., together with a “Schedule” thereto in the form the Administrative Agent shall
approve in writing, and each “Confirmation” thereunder confirming the specific terms of each such
Hedge Transaction.



          “Hedging Obligations” of any Person shall mean any and all obligations of such Person, whether
absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired under
(i) any and all Hedge Transactions, (ii) any and all cancellations, buy backs, reversals,
terminations or assignments of any Hedge Transactions and (iii) any and all renewals, extensions
and modifications of any Hedge Transactions and any and all substitutions for any Hedge
Transactions.



          “Identified Mortgaged Property” means Properties described in Schedule 1.01 — Identified
Mortgaged Property (as such schedule is amended from time to time pursuant to the terms of this
Agreement), which Properties shall not at any time: (i) include any Encumbered Land (as defined in
Section 5.13(l); or (ii) consist of fewer than 200,000 acres in the aggregate.



          “Indemnified Taxes” means Taxes other than Excluded Taxes.



          “Initial Guarantors” means (i) St. Joe Timberland Company, (ii) St. Joe Finance Company, a
Florida corporation and (iii) St. Joe Residential Acquisitions, Inc., a Florida corporation.



 









 





          “Interest Payment Date” means: (i) as to each Index Euro-Dollar Advance, the first day of each
month; and (ii) as to each Base Rate Advance, the first day of each month.



          “Interest Period” means: (i) with respect to each Tranche Euro-Dollar Borrowing, the period
commencing on the date of such Borrowing and ending on the numerically corresponding day in the
first, second or third month thereafter, as the Borrower may elect in the applicable Notice of
Borrowing; provided that:




     (a) any Interest Period (subject to clause (c) below) which would otherwise end on a day
which is not a Euro-Dollar Business Day shall be extended to the next succeeding Euro-Dollar
Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which
case such Interest Period shall end on the next preceding Euro-Dollar Business Day;




     (b) any Interest Period which begins on the last Euro-Dollar Business Day of a calendar
month (or on a day for which there is no numerically corresponding day in the appropriate
subsequent calendar month) shall, subject to clause (c) below, end on the last Euro-Dollar
Business Day of the appropriate subsequent calendar month; and




     (c) no Interest Period may be selected that begins before the Termination Date and would
otherwise end after the Termination Date.



          (ii) with respect to each Base Rate Borrowing and each Index Euro-Dollar Borrowing, a calendar
month (commencing on the first day of each calendar month and ending on the last day of each
calendar month regardless of whether a Base Rate Borrowing or Index Euro-Dollar Borrowing is
outstanding on either date); provided that:




     (a) the initial Interest Period applicable to Base Rate Borrowings and Index Euro-Dollar
Borrowings shall mean the period commencing on the Closing Date and ending September 30, 2008;
and



          (b) the last Interest Period applicable to Base Rate Borrowings and Index Euro-Dollar
Borrowings under this Agreement shall end on the Termination Date.



          “Investment” means any investment in any Person, whether by means of (i) purchase or
acquisition of all or substantially all of the assets of such Person (or of a division or line of
business of such Person), (ii) purchase or acquisition of obligations or securities of such Person,
(iii) capital contribution to such Person, (iv) loan or advance to such Person, (v) making of a
time deposit with such Person, (vi) Guarantee or assumption of any obligation of such Person or
(vii) by any other means.



          “Joinder Agreement” means a Joinder and Reaffirmation Agreement substantially in the form of
Exhibit D.



          “Land” means land on which no development (other than improvements that are not material or
are temporary in nature) has occurred.



          “Lender” means each lender listed on the signature pages hereof as having a Revolver
Commitment (including for the avoidance of doubt any signature page executed by an Additional
Lender pursuant to a joinder agreement in accordance with Section 2.14) and their respective
successors and assigns.



          “Lending Office” means, as to each Lender, its office located at its address set forth on the
signature pages hereof (or identified on the signature pages hereof as its Lending Office) or such
other office as such Lender may hereafter designate as its Lending Office by notice to the Borrower
and the Administrative Agent.



          “Letter of Credit” means a letter of credit issued by the Letter of Credit Issuer for the
account of the Borrower pursuant to Article XI.



          “Letter of Credit Application Agreement” means, with respect to a Letter of Credit, such form
of application therefor (whether in a single or several documents) as the Letter of Credit Issuer
may employ in the ordinary course of business for its own account, whether or not providing for
collateral security, with such modifications thereto as may by agreed upon by the Letter of Credit
Issuer and the Borrower and are not materially adverse to the interests of the Lenders; provided,
however, that in the event of any conflict between the terms of any Letter of Credit Application
Agreement and



 









 







this Agreement, the terms of this Agreement shall control.



          “Letter of Credit Fee” has the meaning set forth in Section 2.07(c).



          “Letter of Credit Issuer” means BB&T.



          “Letter of Credit Obligations” means, at any particular time, the sum of (a) the Reimbursement
Obligations at such time, (b) the aggregate maximum amount available for drawing under the Letters
of Credit at such time and (c) the aggregate maximum amount available for drawing under Letters of
Credit the issuance of which has been authorized by the Letter of Credit Issuer but which have not
yet been issued.



          “Lien” means, with respect to any asset, any mortgage, deed to secure debt, deed of trust,
lien, pledge, charge, security interest, security title, preferential arrangement which has the
practical effect of constituting a security interest or encumbrance, servitude or encumbrance of
any kind in respect of such asset to secure or assure payment of a Debt or a Guarantee, whether by
consensual agreement or by operation of statute or other law, or by any agreement, contingent or
otherwise, to provide any of the foregoing. For the purposes of this Agreement, the Borrower or any
Subsidiary shall be deemed to own subject to a Lien any asset which it has acquired or holds
subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease
or other title retention agreement relating to such asset.



          “Liquidity” means at any time the sum of: (1) the aggregate cash of the Borrower and its
Consolidated Subsidiaries that are Guarantors, (2) the aggregate Cash Equivalents of the Borrower
and its Consolidated Subsidiaries that are Guarantors, and (3) the Total Unused Revolver
Commitments.



          “Loan Documents” means this Agreement, the Notes, the Letter of Credit Application Agreements,
the Collateral Documents, the Hedging Agreements, any other document evidencing or securing the
Advances or the Letters of Credit, and any other document or instrument delivered from time to time
in connection with this Agreement, the Notes, the Letter of Credit Application Agreements, the
Collateral Documents, the Hedging Agreements, the Advances or the Letters of Credit, as such
documents and instruments may be amended or supplemented from time to time.



          “Loan Parties” means collectively the Borrower and each Guarantor that is now or hereafter a
party to any of the Loan Documents.



          “London InterBank Offered Rate” has the meaning set forth in Section 2.06(c).



          “Margin Stock” means “margin stock” as defined in Regulations T, U or X of the Board of
Governors of the Federal Reserve System, as in effect from time to time, together with all official
rulings and interpretations issued thereunder.



          “Margin and Fee Rate Certificate” has the meaning set forth in Section 5.01(i).



          “Material Adverse Effect” means with respect to any event, act, condition or occurrence of
whatever nature (including any adverse determination in any litigation, arbitration, or
governmental investigation or proceeding), whether singly or in conjunction with any other event or
events, act or acts, condition or conditions, occurrence or occurrences, whether or not related, a
material adverse change in, or a material adverse effect upon, any of (a) the financial condition,
operations, business or properties of the Loan Parties and their respective Subsidiaries taken as a
whole, (b) the rights and remedies of the Administrative Agent or the Lenders under the Loan
Documents, or the ability of the Borrower or any other Loan Party to perform its obligations under
the Loan Documents to which it is a party, as applicable, or (c) the legality, validity or
enforceability of any Loan Document.



          “Material Contract” has the meaning given such term in Section 4.33.



          “Material Domestic Subsidiary” means any Subsidiary: (1) which is organized under the laws of
any state or territory of the United States of America; (2) which is not an Excluded Subsidiary;
and (3) as to which more than $25,000,000 of Total Asset Value is attributable; provided that, in
no event (and notwithstanding the definition of Excluded Subsidiary) shall Subsidiaries that are
not Loan Parties account for more than 10% of the aggregate Total Asset Value of the Borrower and
its Subsidiaries. For purposes of the foregoing proviso, Qualified SPEs and any Excluded



 









 







Subsidiary
described in subsection 1 of the definition of Excluded Subsidiary, the sole purpose of which is to
defease debt of such Subsidiary and which owns Cash Equivalents in an amount reasonably determined
to be sufficient to defease such debt, shall be disregarded.



          “Material Foreign Subsidiary” means any Subsidiary which is: (1) not a Material Domestic
Subsidiary; and (2) to which more than $25,000,000 of Total Asset Value is attributable.



          “Mortgage” means, collectively the fee simple and leasehold mortgages, deeds of trust and
deeds to secure debt by the Borrower executed and delivered, or to be executed and delivered,
pursuant to Section 5.38, in form and content substantially similar to Exhibit J and otherwise
satisfactory to the Administrative Agent and in each case granting a Lien to the Administrative
Agent (or a trustee for the benefit of the Administrative Agent) for the benefit of the Secured
Parties in Collateral constituting real property (including certain real property leases) and
related personalty, as such documents may be amended, modified or supplemented from time to time.



          “Mortgaged Property” means, collectively, (i) the Identified Mortgaged Property, (ii) any
Property owned by St. Joe Timberland from time to time and (iii) any other Mortgaged Property (as
defined in any Mortgage).



          “Mortgaged Property Security Documents” means collectively, the Mortgages and all other
agreements, instruments and other documents, whether now existing or hereafter in effect, pursuant
to which the Borrower or any Subsidiary grants or conveys to the Administrative Agent and the
Secured Parties a Lien in, or any other Person acknowledges any such Lien in, real property as
security for all or any portion of the Obligations, as any of them may be amended, modified or
supplemented from time to time.



          “Mortgaged Property Support Documents” means, for each Mortgaged Property, (i) the title
commitment pertaining thereto (in the case of a Collateral Diligence Enhancement Event) and the
Title Policy pertaining thereto (in the case of a Trigger Event), (ii) surveys (unless the title
insurance company will insure over the absence of survey), flood hazard certifications and
environmental assessments thereof in form and substance satisfactory to Administrative Agent,
prepared by recognized experts in their respective fields acceptable to the Administrative Agent,
(iii) opinions of local counsel with respect to the Mortgages in form and substance satisfactory
to the Administrative Agent (in the case of a Trigger Event), and (iv) such other documentation as
the Administrative Agent may reasonably require, in each case as shall be in form and substance
reasonably acceptable to the Administrative Agent.



          “Multiemployer Plan” has the meaning set forth in Section 4001(a)(3) of ERISA.



          “Net Income” means, as applied to any Person for any period, the aggregate amount of net
income of such Person, after taxes, for such period, as determined in accordance with GAAP.



          “Net Proceeds of Capital Securities/Conversion of Debt” means any and all proceeds (whether
cash or non-cash) or other consideration received by the Borrower or any Subsidiary of the Borrower
in respect of the issuance of Capital Securities (including, without limitation, the aggregate
amount of any and all Debt converted into Capital Securities), after deducting therefrom all
reasonable and customary costs and expenses (including reasonable and customary brokerage and
investment banking fees and commissions) incurred by the Borrower or Subsidiary directly in
connection with the issuance of such Capital Securities.



          “Notes” means collectively the Revolver Notes and Swing Advance Note and any and all
amendments, consolidations, modifications, renewals, substitutions and supplements thereto or
replacements thereof. “Note” means any one of such Notes.



          “Notice of Borrowing” has the meaning set forth in Section 2.02.



          “Notice of Continuation or Conversion” has the meaning set forth in Section 2.03.



          “Obligations” means the collective reference to all of the following indebtedness obligations
and liabilities: (a) the due and punctual payment by the Borrower of: (i) the principal of and
interest on the Notes (including without limitation, any and all Revolver Advances and Swing
Advances), when and as due, whether at maturity, by acceleration, upon one or more dates set for
prepayment or otherwise and any renewals, modifications or extensions thereof, in whole



 









 







or in part;
(ii) each payment required to be made by the Borrower under this Agreement and the Letter of Credit
Application Agreements, when and as due, including payments in respect of reimbursement of
disbursements, interest thereon, and obligations, if any, to provide cash collateral and any
renewals, modifications or extensions thereof, in whole or in part; and (iii) all other monetary
obligations of the Borrower to the Secured Parties under this Agreement and the other Loan
Documents to which the Borrower is or is to be a party and any renewals, modifications or
extensions thereof, in whole or in part; (b) the due and punctual performance of all other
obligations of the Borrower under this Agreement and the other Loan Documents to which the Borrower
is or is to be a party, and any renewals, modifications or extensions thereof, in whole or in part;
(c) the due and punctual payment (whether at the stated maturity, by acceleration or otherwise) of
all obligations (including any and all Hedging Obligations arising under the Hedging Agreements and
obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would
become due), indebtedness and liabilities of the Borrower, now existing or hereafter incurred
under, arising out of or in connection with any and all Hedging Agreements and any renewals,
modifications or extensions thereof (including, all obligations, if any, of the Borrower as
guarantor under the Credit Agreement in respect of Hedging Agreements), and the due and punctual
performance and compliance by the Borrower with all of the terms, conditions and agreements
contained in any Hedging Agreement and any renewals, modifications or extensions thereof; (d) the
due and punctual payment and performance of all indebtedness, liabilities and obligations of any
one or more of the Borrower and Guarantors arising out of or relating to any Bank Products; (e) the
due and punctual payment and performance of all indebtedness, liabilities and obligations of any
one or more of the Borrower and Guarantors arising out of or relating to any Cash Management
Services; and (f) the due and punctual payment and performance of all obligations of each of the
Guarantors under the Credit Agreement and the other Loan Documents to which they are or are to be a
party and any and all renewals, modifications or extensions thereof, in whole or in part.



          “OFAC” means The Office of Foreign Assets Control of the U.S. Department of the Treasury.



          “Officer’s Certificate” has the meaning set forth in Section 3.01(e).



          “Operating Documents” means with respect to any corporation, limited liability company,
partnership, limited partnership, limited liability partnership or other legally authorized
incorporated or unincorporated entity, the bylaws, operating agreement,
partnership agreement, limited partnership agreement, shareholder agreement or other
applicable documents relating to the operation, governance or management of such entity.



          “Organizational Action” means with respect to any corporation, limited liability company,
partnership, limited partnership, limited liability partnership or other legally authorized
incorporated or unincorporated entity, any corporate, organizational or partnership action
(including any required shareholder, member or partner action), or other similar official action,
as applicable, taken by such entity.



          “Organizational Documents” means with respect to any corporation, limited liability company,
partnership, limited partnership, limited liability partnership or other legally authorized
incorporated or unincorporated entity, the articles of incorporation, certificate of incorporation,
articles of organization, certificate of limited partnership or other applicable organizational or
charter documents relating to the creation of such entity.



          “Other Taxes” means all present or future stamp or documentary taxes or any other excise or
property taxes, charges or similar levies arising from any payment made hereunder or under any
other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect
to, this Agreement or any other Loan Document.



          “Participant” has the meaning assigned to such term in clause (d) of Section 9.07.



          “PBGC” means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all
of its functions under ERISA.



          “Permitted Encumbrances” means Liens described in Section 5.13(b), (d), (g), (h), (j), (l) and
(m).



          “Person” means a natural person, a corporation, a limited liability company, a partnership
(including without limitation, a joint venture), an unincorporated association, a trust or any
other entity or organization, including, but not limited to, a Governmental Authority.



          “Plan” means at any time an employee pension benefit plan which is covered by Title IV of
ERISA or subject to



 









 







the minimum funding standards under Section 412 of the Code and is either (i)
maintained by a member of the Controlled Group for employees of any member of the Controlled Group
or (ii) maintained pursuant to a collective bargaining agreement or any other arrangement under
which more than one employer makes contributions and to which a member of the Controlled Group is
then making or accruing an obligation to make contributions or has within the preceding 5 plan
years made contributions.



          “Pledge Agreement” means the Equity Pledge Agreement, dated as of the Closing Date,
substantially in the form of Exhibit N, pursuant to which Borrower pledges to the
Administrative Agent for the benefit of the Secured Parties, among other things, (i) all of the
capital stock and equity interests of St. Joe Timberland; and (ii) sixty-five percent (65%) of the
capital stock and equity interests of each current or future Material Foreign Subsidiary.



          “Prime Rate” refers to that interest rate so denominated and set by BB&T from time to time as
an interest rate basis for borrowings. The Prime Rate is but one of several interest rate bases
used by BB&T. BB&T lends at interest rates above and below the Prime Rate. The Prime Rate is not
necessarily the lowest or best rate charged by BB&T to its customers or other banks.



          “Proceeds” shall have the meaning given to it under the U.C.C. and shall include without
limitation the collections and distributions of Collateral, cash or non-cash.



          “Properties” means all real property owned, leased or otherwise used or occupied by a Loan
Party, any Subsidiary of a Loan Party or any Unconsolidated Affiliate of a Loan Party, wherever
located. “Property” means any one of such Properties.



          “Qualified Installment Sale Note” means a promissory note evidencing the consideration due to
the seller in a Qualified Installment Sale Transaction, which promissory note is secured by a
standby letter of credit, guaranty or other similar form of credit enhancement (a) issued for the
account of the purchaser in such Qualified Installment Sale Transaction by a Person having a credit
rating of A or A2 from Standard & Poor’s Rating Services or Moody’s Investors Service, Inc. at the
time of issuance and (b) in an amount not less than the principal amount of such promissory note
plus accrued interest for a period which is at least thirty days longer than the interval at which
interest is due and payable under such promissory note.



          “Qualified Installment Sale Transaction” means the sale of real and personal property of the
Borrower or a Subsidiary in exchange for a Qualified Installment Sale Note in an aggregate
principal amount not to exceed $200,000,000 issued by the purchaser of such real and personal
property, which Qualified Installment Sale Note is assigned, together with the standby letter of
credit, guaranty or other similar form of credit enhancement securing such instrument, for cash to
a Qualified SPE which in turn will issue its Qualified Senior Notes in an aggregate principal
amount not to exceed $200,000,000 directly to a purchaser thereof or to a trustee acting on behalf
of Persons acquiring interests in such Qualified Senior Notes in a private placement.



          “Qualified Senior Note” means the senior promissory note(s) or taxable variable rate demand
bonds issued by a Qualified SPE directly to a purchaser thereof or to a trustee acting on behalf of
Persons acquiring interests in such note(s) or bonds in a private placement in connection with a
Qualified Installment Sale Transaction and secured solely by a Qualified Installment Sale Note and
related letter of credit, guaranty
or other similar form of credit enhancement held by such Qualified SPE; provided that
in no event shall the Borrower or any Subsidiary of the Borrower (other than the Qualified SPE)
have any indebtedness, liability or obligations under or in connection with such Qualified Senior
Note.



          “Qualified SPE” means a Wholly Owned Subsidiary of the Borrower formed as a special purpose
entity in connection with a Qualified Installment Sale Transaction for the sole purpose of (a)
owning and holding the Qualified Installment Sale Note issued in connection with such Qualified
Installment Sale Transaction, together with the standby letter of credit, guaranty or other similar
form of credit enhancement securing such Qualified Installment Sale Note, (b) issuing a Qualified
Senior Note to be secured solely by such Qualified Installment Sale Note and related standby letter
of credit, guaranty or other similar form of credit enhancement and (c) and engaging in other
activities incidental to the foregoing.



          “Quarterly Payment Date” means each March 31, June 30, September 30 and December 31, or, if
any such day is not a Domestic Business Day, the next succeeding Domestic Business Day.



 









 





          “Redeemable Preferred Securities” of any Person means any preferred stock or similar Capital
Securities (including, without limitation, limited liability company membership interests and
limited partnership interests) issued by such Person which is at any time prior to the Termination
Date either (i) mandatorily redeemable (by sinking fund or similar payments or otherwise) or (ii)
redeemable at the option of the holder thereof.



          “Register” has the meaning set forth in Section 9.07(c).



          “Reimbursement Obligations” means the reimbursement or repayment obligations of the Borrower
to the Letter of Credit Issuer pursuant to Section 11.05 with respect to Letters of Credit.



          “REIT Pledge Agreement” means the Pledge Agreement, dated as of the Closing Date, pursuant to
which St. Joe Finance Company pledges to the Administrative Agent for the benefit of the Secured
Parties, among other things, all of its right, title and interest in, to and under the Collateral
described therein.



          “Related Parties” means, with respect to any Person, such Person’s Affiliates and the
partners, directors, officers, employees, agents and advisors of such Person and of such Person’s
Affiliates.



          “Required Lenders” means at any time Lenders having at least 66-2/3% of the aggregate amount
of the Revolver Commitments or, if the Revolver Commitments are no longer in effect, Lenders
holding at least 66-2/3% of the aggregate outstanding principal amount of the Revolver Notes and
the Letter of Credit Obligations.



          “Responsible Officer” means (a) with respect to the Borrower, the chief executive officer, the
president, the chief financial officer, controller or treasurer, and any other officer or similar
official thereof responsible for the administration of the obligations of the Borrower in respect
of this Agreement, and (b) with respect to any Subsidiary, the chief executive officer or the chief
financial officer of such Subsidiary.



          “Restricted Payment” means (i) any dividend or other distribution on any shares of the
Borrower’s or any of its Subsidiaries’ Capital Securities (except dividends payable solely in
shares of its Capital Securities); or (ii) any payment on account of the purchase, redemption,
retirement or acquisition of (a) any shares of the Borrower’s or any of its Subsidiaries’ Capital
Securities (except shares acquired upon the conversion thereof into other shares of its Capital
Securities or shares surrendered by officers or directors in connection with the vesting of
restricted Capital Securities or the exercise of options, warrants or other rights to acquire
shares) or (b) any option, warrant or other right to acquire shares of the Borrower’s or any of its
Subsidiaries’ Capital Securities.



          “Revolver Advance” means an advance made to the Borrower under this Agreement pursuant to
Section 2.01(a) or a Swing Advance made to the Borrower under this Agreement pursuant to Section
2.01(b). A Revolver Advance is a Tranche Euro-Dollar Advance if such Revolver Advance has an
Interest Period described in subsection (1) of the definition of Interest Period. A Revolver
Advance is an Index Euro-Dollar Advance if such Revolver Advance is a Euro-Dollar Advance and has
an Interest Period described in subsection (2) of the definition of Interest Period.



          “Revolver Commitment” means, with respect to each Lender, (i) the amount set forth opposite
the name of such Lender on the signature pages hereof, or (ii) as to any Lender which enters into
an Assignment and Assumption (whether as transferor Lender or as assignee thereunder), the amount
of such Lender’s Revolver Commitment after giving effect to such Assignment and Assumption, in each
case as such amount may be reduced from time to time pursuant to Sections 2.08 and 2.09.



          “Revolver Notes” means the promissory notes of the Borrower, substantially in the form of
Exhibit B hereto, evidencing the obligation of the Borrower to repay the Revolver Advances,
together with all amendments, consolidations, modifications, renewals, substitutions and
supplements thereto or replacements thereof and “Revolver Note” means any one of such Revolver
Notes.



          “Sale/Leaseback Transaction” means any arrangement with any Person providing, directly or
indirectly, for the leasing by any Loan Party or any of its Subsidiaries of real or personal
property which has been or is to be sold or transferred by any Loan Party or such Subsidiary to
such Person or to any other Person to whom funds have been or are to be advanced by such Person on
the security of such property or rental obligations of any Loan Party or such Subsidiary.



 









 





          “Sanctioned Entity” shall mean (i) a country or a government of a country, (ii) an agency of
the government of a country, (iii) an organization directly or indirectly
controlled by a country or its government, (iv) a person or entity resident in or determined
to be resident in a country, that is subject to a country sanctions program administered and
enforced by OFAC described or referenced at
http://www.ustreas.gov/offices/enforcement/ofac/ or as otherwise published from time to
time.



          “Secured Parties” shall mean collectively: (1) the Administrative Agent in its capacity as
such under this Agreement, the Collateral Documents and the other Loan Documents; (2) the Lenders,
(3) the Hedge Counterparties in their capacity as such under the Hedging Agreements; (4) the Letter
of Credit Issuer; and (5) the successors and assigns of the foregoing.



          “Security Agreement” means the General Security Agreement, substantially in the form of
Exhibit H, by and between St. Joe Timberland and the Administrative Agent for the benefit of the
Secured Parties to be executed and delivered upon the occurrence of a Trigger Event.



          “SJF Mortgages” means the mortgages described in Item 1 on Schedule 5.13. The SJF Mortgages
shall not be recorded without the prior written consent of the Administrative Agent and shall be
subordinated pursuant to the Subordination Agreement.



          “St. Joe Timberland” means St. Joe Timberland Company of Delaware, L.L.C., a Delaware limited
liability company.



          “Stockholder’s Equity” means at any time, the shareholders’ and other interest owners’ equity
of the Borrower and its Consolidated Subsidiaries, as set forth or reflected on the most recent
consolidated balance sheet of the Borrower and its Consolidated Subsidiaries prepared in accordance
with GAAP, but excluding any Redeemable Preferred Securities of the Borrower or any
of its respective Consolidated Subsidiaries. Shareholders’ and other interest owners’ equity
generally would include, but not be limited to (i) the par or stated value of all outstanding
Capital Securities, (ii) capital surplus, (iii) retained earnings, and (iv) various deductions such
as (A) purchases of treasury stock, (B) valuation allowances, (C) receivables due from an employee
stock ownership plan, (D) employee stock ownership plan debt guarantees, and (E) translation
adjustments for foreign currency transactions.



          “Swing Advance” means an Advance made by BB&T pursuant to Section 2.01(b), which must be a
Base Rate Advance.



          “Swing Advance Note” means the promissory note of the Borrower, substantially in the form of
Exhibit B-2, evidencing the obligation of the Borrower to repay the Swing Advances,
together with all amendments, consolidations, modifications, renewals, and supplements thereto.



          “Subordination Agreement” has the meaning set forth in Section 5.10.



          “Subsidiary” of any Person means a corporation, partnership or other entity of which shares of
stock or other ownership interests having ordinary voting power (other than stock or such other
ownership interest having such power only by reason of the happening of a contingency) to elect a
majority of the board of directors or other managers of such corporation, partnership or other
entity are at the time owned, or the management of which is otherwise controlled, directly or
indirectly through one or more intermediaries, or both, by such Person. Unless otherwise qualified,
all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary
or Subsidiaries of the Borrower.



          “Syndicated Borrowing” has the meaning set forth in the definition of “Borrowing.”



          “Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings,
assessments, fees or other charges imposed by any Governmental Authority, including any interest,
additions to tax or penalties applicable thereto.



          “Termination Date” means the earlier to occur of (i) September 19, 2011, (ii) the date the
Revolver Commitments are terminated pursuant to Section 6.01 following the occurrence of an Event
of Default, or (iii) the date the



 









 







Borrower terminates the Revolver Commitments entirely pursuant to
Section 2.09.



          “Third Parties” means all lessees, sublessees, licensees and other users of the Properties,
excluding those users of the Properties in the ordinary course of the Borrower’s business and on a
temporary basis.



          “Timberland Collateral” means the Mortgaged Properties and all other property and assets
intended to be encumbered by the Timberland Collateral Documents.



          “Timberland Collateral Documents” means collectively the Mortgages, Security Agreement and all
other agreements (including control agreements), instruments and other documents, whether now
existing or hereafter in effect, pursuant to which St. Joe Timberland shall grant or convey (or
shall have granted or conveyed) to the Secured Parties a Lien in, or any other Person shall
acknowledge any such Lien in, property as security for all or any portion of the Obligations, as
any of them may be amended, modified or supplemented from time to time.



          “Title Policy” means with respect to each Mortgaged Property, the mortgagee title insurance
policy (together with such endorsements as the Administrative Agent may reasonably require) issued
to the Administrative Agent in respect of such Mortgaged Property by an insurer selected by St. Joe
Timberland and reasonably acceptable to Administrative Agent, insuring (in an amount reasonably
satisfactory to the Administrative Agent not to exceed the aggregate commitments of the Lenders)
the Lien of the Administrative Agent for the benefit of the Secured Parties on such Mortgaged
Property to be duly perfected and first priority, subject only to usual and customary exceptions
and such other exceptions as shall be acceptable to the Administrative Agent;
provided that in no event shall such exceptions be other than those permitted by Section 5.13.



          “Total Asset Value” means the sum of all of the following (without duplication) of the
Borrower and its Subsidiaries on a consolidated basis determined in accordance with GAAP applied on
a consistent basis: (a) with respect to Land, an amount equal to $2,000 per acre, plus (b) the
undepreciated GAAP book value of all other tangible assets of the Borrower, each of the Guarantors
and their respective Subsidiaries that would, in accordance with GAAP, be classified as assets on a
consolidated balance sheet of the Borrower, the Guarantors and their respective Subsidiaries as of
such date. The Borrower’s pro rata share of assets held by Unconsolidated Affiliates will be
included in Total Asset Value calculations consistent with the above described treatment for wholly
owned assets.



          “Total Indebtedness” means all Debt of the Borrower and all Subsidiaries determined on a
consolidated basis.



          “Total Unused Revolver Commitments” means at any date, an amount equal to: (A) the aggregate
amount of the Revolver Commitments of all of the Lenders at such time, less (B) the sum of the
aggregate outstanding principal amount of the Revolver Advances of all of the Lenders at such time
and the Letter of Credit Obligations.



          “Trigger Event” shall mean the occurrence of any Event of Default.



          “U.C.C.” shall mean the Uniform Commercial Code as in effect in the State of North Carolina
or, when the context relates to perfection or priority of a security interest, the Uniform
Commercial Code as in effect from time to time.



          “Unconsolidated Affiliate” means, with respect to any Person, any other Person in whom such
Person holds an Investment, which Investment is accounted for in the financial statements of such
Person on an equity basis of accounting and whose financial results would not be consolidated under
GAAP with the financial results of such Person on the consolidated financial statements of such
Person.



          “Undrawn Amounts” means as of any date the aggregate undrawn amount of all Letters of Credit
then issued and outstanding.



          “Unencumbered Asset Value” means Total Asset Value determined with respect to assets and
Properties which are not encumbered by a Lien.



          “Unsecured Debt” means Debt which is not secured by a Lien.



          “USA Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools
Required to



 









 







Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56, signed into law
October 26, 2001.



          “Voting Stock” means securities (as such term is defined in Section 2(1) of the Securities Act
of 1933, as amended) of any class or classes, the holders of which are ordinarily, in the absence
of contingencies, entitled to cast votes in any election of any corporate directors (or Persons
performing similar functions).



          “Wholly Owned Subsidiary” means any Subsidiary all of the Capital Securities of which are at
the time directly or indirectly owned by the Borrower; provided that for purposes of this
definition the preferred shareholders of St. Joe Finance Company shall be disregarded.



          SECTION 1.02. Accounting Terms and Determinations. Unless otherwise specified herein,
all terms of an accounting character used herein shall be interpreted, all accounting
determinations hereunder shall be made, and all financial statements required to be delivered
hereunder shall be prepared in accordance with GAAP, applied on a basis consistent (except for
changes concurred in by the Borrower’s independent public accountants or otherwise required by a
change in GAAP) with the most recent audited consolidated financial statements of the Borrower and
its Consolidated Subsidiaries delivered to the Administrative Agent for distribution to the
Lenders, unless with respect to any such change concurred in by the Borrower’s independent public
accountants or required by GAAP, in determining compliance with any of the provisions of this
Agreement or any of the other Loan Documents: (i) the Borrower shall have objected to determining
such compliance on such basis at the time of delivery of such financial statements, or (ii) the
Required Lenders shall so object in writing within 30 days after the delivery of such financial
statements, in either of which events such calculations shall be made on a basis consistent with
those used in the preparation of the latest financial statements as to which such objection shall
not have been made (which, if objection is made in respect of the first financial statements
delivered under Section 5.01 hereof, shall mean the financial statements referred to in
Section 4.04).



          SECTION 1.03. Use of Defined Terms. All terms defined in this Agreement shall have the
same meanings when used in any of the other Loan Documents, unless otherwise defined therein or
unless the context shall otherwise require.



          SECTION 1.04. Terms Generally. The definitions of terms herein shall apply equally to
the singular and plural forms of the terms defined. Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter forms. The words “include,”
“includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The
word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the
context requires otherwise (a) any definition of or reference to any agreement, instrument or other
document herein shall be construed as referring to such agreement, instrument or other document as
from time to time amended, supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference herein to any Person
shall be construed to include such Person’s successors and assigns, (c) the words “herein,”
“hereof” and “hereunder,” and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision
hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement,
(e) any reference to any law or regulation herein shall, unless otherwise specified, refer to such
law or regulation as amended, modified or supplemented from time to time; (f) the words “asset” and
“property” shall be construed to have the same meaning and effect and to refer to any and all
tangible and intangible assets and properties, including cash, securities, accounts and contract
rights; and (g) titles of Articles and Sections in this Agreement are for convenience only, and
neither limit nor amplify the provisions of this Agreement.



ARTICLE II




THE CREDIT



          SECTION 2.01. Commitments to Make Advances.




     (a) Syndicated Revolver Advances Each Lender severally agrees, on the terms and
conditions set forth herein, to make Revolver Advances to the Borrower from time to time
before the Termination Date; provided that, immediately after each such Revolver
Advance is made, the aggregate outstanding principal amount of Revolver Advances by such
Lender together with such Lender’s Applicable Percentage of the aggregate outstanding
principal amount of all Swing Advances and Letter of Credit Obligations shall not exceed the
amount of the Revolver Commitment of such Lender at such time, provided
further that the aggregate principal amount of all Revolver Advances, together with
the aggregate principal amount of all Letter of Credit Obligations and Swing Advances shall
not exceed the aggregate



 









 







amount of the Revolver Commitments of all of the Lenders at such
time. Each Syndicated Borrowing under this Section 2.01 shall be in an aggregate principal
amount of $500,000 or any larger multiple of $100,000 (except that any such Syndicated
Borrowing may be in the aggregate amount of the Total Unused Revolver Commitments less Swing
Advances) and shall be made from the several Lenders ratably in proportion to their respective
Revolver Commitments. Within the foregoing limits, the Borrower may borrow under this Section,
repay or, to the extent permitted by Section 2.10, prepay Revolver Advances and reborrow under
this Section 2.01 at any time before the Termination Date.




     (b) Swing Advances. In addition to the foregoing, BB&T shall from time to time,
upon the request of the Borrower, if the applicable conditions precedent in Article III have
been satisfied, make Swing Advances to the Borrower in an aggregate principal amount at any
time outstanding not exceeding $5,000,000; provided that, immediately after such Swing Advance
is made, the conditions set forth in Section 2.01(a) shall have been satisfied. Each Swing
Advance Borrowing under this Section 2.01(b) shall be in an aggregate principal amount of
$500,000 or any larger multiple of $100,000. Within the foregoing limits, the Borrower may
borrow under this Section 2.01(b), prepay and reborrow under this Section 2.01(b) at any time
before the Termination Date. All Swing Advances shall be made as Base
Rate Advances. At any time, upon the request of BB&T, each Lender other than BB&T shall,
on the third Domestic Business Day after such request is made, purchase a participating
interest in Swing Advances in an amount equal to its ratable share (based upon its respective
Revolver Commitment) of such Swing Advances. On such third Domestic Business Day, each Lender
will immediately transfer to BB&T, in immediately available funds, the amount of its
participation. Whenever, at any time after BB&T has received from any such Lender its
participating interest in a Swing Advance, the Administrative Agent receives any payment on
account thereof, the Administrative Agent will distribute to such Lender its participating
interest in such amount (appropriately adjusted, in the case of interest payments, to reflect
the period of time during which such Lender’s participating interest was outstanding and
funded); provided, however, that in the event that such payment received by the Administrative
Agent is required to be returned, such Lender will return to the Administrative Agent any
portion thereof previously distributed by the Administrative Agent to it. Each Lender’s
obligation to purchase such participating interests shall be absolute and unconditional and
shall not be affected by any circumstance, including, without limitation: (i) any set-off,
counterclaim, recoupment, defense or other right which such Lender or any other Person may
have against BB&T requesting such purchase or any other Person for any reason whatsoever;
(ii) the occurrence or continuance of a Default or the termination of the Revolver
Commitments; (iii) any adverse change in the condition (financial, business or otherwise) of
any Loan Party or any other Person; (iv) any breach of this Agreement by any Loan Party or any
other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not
similar to any of the foregoing.



          SECTION 2.02. Method of Borrowing Advances.




     (a) The Borrower shall give the Administrative Agent notice in the form attached hereto
as Exhibit A (a “Notice of Borrowing”) prior to (i) 11:00 A.M. (Eastern time) at least one
Domestic Business Day before each Base Rate Borrowing, and each Index Euro-Dollar Borrowing,
and (ii) 11:00 A.M. (Eastern time) at least three (3) Euro-Dollar Business Days before each
Tranche Euro-Dollar Borrowing, specifying:




     (i) the date of such Borrowing, which shall be a Domestic Business Day in the case
of a Base Rate Borrowing or Index Euro-Dollar Borrowing and a Euro-Dollar Business Day
in the case of a Tranche Euro-Dollar Borrowing,




     (ii) the aggregate amount of such Borrowing,




     (iii) whether the Revolver Advances comprising such Borrowing are to be Base Rate
Advances, Tranche Euro-Dollar Advances or Index Euro-Dollar Advances, or stating that
such Borrowing is to be a Swing Line Borrowing and




     (iv) in the case of a Tranche Euro-Dollar Borrowing, the duration of the Interest
Period applicable thereto, subject to the provisions of the definition of Interest
Period.




     (b) Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify
each Lender of the contents thereof and (unless such Borrowing is a Swing Line Borrowing) of
such Lender’s ratable share of such Borrowing and such Notice of Borrowing, once received by
the Administrative Agent, shall not thereafter be



 









 







revocable by the Borrower.




     (c) Not later than 11:00 A.M. (Eastern time) on the date of each Borrowing, each Lender
shall make available its ratable share of such Borrowing, in Federal or other funds
immediately available in Winston-Salem, North Carolina, to the Administrative Agent at its
address referred to in or specified pursuant to Section 9.01. Unless the Administrative Agent
determines that any applicable condition specified in Article III has not been satisfied:
(1) in the case of a Syndicated Borrowing the Administrative Agent will disburse the funds so
received from the Lenders to the Borrower; and (2) in the case of a Swing Line Borrowing BB&T
will make available to the Borrower the amount of any such Swing Line Borrowing.




     (d) Notwithstanding anything to the contrary contained in this Agreement, no Tranche
Euro-Dollar Borrowing may be made if there shall have occurred a Default, which Default shall
not have been cured or waived.




     (e) In the event that a Notice of Borrowing fails to specify whether the Revolver
Advances comprising such Borrowing are to be Base Rate Advances, Tranche Euro-Dollar Advances
or Index Euro-Dollar Advances, such Revolver Advances shall be made as Base Rate Advances. If
the Borrower is otherwise entitled under this Agreement to repay any Revolver Advances
maturing at the end of an Interest Period applicable thereto with the proceeds of a new
Borrowing, and the Borrower fails to repay such Revolver Advances using its own moneys and
fails to give a Notice of Borrowing in connection with such new Borrowing, a new Borrowing
shall be deemed to be made on the date such Revolver Advances mature in an amount equal to the
principal amount of the Revolver Advances so maturing, and the Revolver Advances comprising
such new Borrowing shall be Base Rate Advances.




     (f) Notwithstanding anything to the contrary contained herein, there shall not be more
than four (4) Interest Periods outstanding at any given time; provided that for purposes of
this Section 2.02(f), all Base Rate Advances shall constitute one Interest Period and all
Index Euro-Dollar Advances shall constitute one Interest Period.



          SECTION 2.03. Continuation and Conversion Elections. By delivering a notice (a “Notice
of Continuation or Conversion”), which shall be substantially in the form of
Exhibit C, to the Administrative Agent on or before 12:00 P.M., Eastern time, on a Domestic
Business Day (or Euro-Dollar Business Day, in the case of Tranche Euro-Dollar Advances
outstanding), the Borrower may from time to time irrevocably elect, by notice one Domestic Business
Day prior in the case of a continuation of or conversion to Base Rate Advances or Index Euro-Dollar
Advances or three (3) Euro-Dollar Business Days prior in the case of a continuation of or
conversion to Tranche Euro-Dollar Advances, that all, or any portion in an aggregate principal
amount of $500,000 or any larger integral multiple of $100,000 be, (i) in the case of Base Rate
Advances, converted into Euro-Dollar Advances or (ii) in the case of Euro-Dollar Advances,
converted into Base Rate Advances or continued as Euro-Dollar Advances; provided, however,
that (x) each such conversion or continuation shall be pro rated among the applicable outstanding
Revolver Advances of all Lenders that have made such Revolver Advances, and (y) no portion of the
outstanding principal amount of any Revolver Advances may be continued as, or be converted into,
any Tranche Euro-Dollar Advance when any Default has occurred and is continuing. In the absence of
delivery of a Notice of Continuation or Conversion with respect to any Tranche Euro-Dollar Advance
at least three (3) Euro-Dollar Business Days before the last day of the then current Interest
Period with respect thereto, such Tranche Euro-Dollar Advance shall, on such last day,
automatically convert to a Index Euro-Dollar Advance.



          SECTION 2.04. Notes. The Revolver Advances of each Lender shall be evidenced by a
single Revolver Note payable to the order of such Lender for the account of its Lending Office in
an amount equal to the original principal amount of such Lender’s Revolver Commitment. Upon the
request of BB&T, the Swing Advances may be evidenced by a single Swing Advance Note payable to the
order of BB&T in the original principal amount of $5,000,000. Upon receipt of each Lender’s Note
pursuant to Section 3.01, the Administrative Agent shall deliver such Note to such Lender. Each
Lender shall record, and prior to any transfer of its Note shall endorse on the schedule forming a
part thereof appropriate notations to evidence, the date, amount and maturity of, and effective
interest rate for, each Advance made by it, the date and amount of each payment of principal made
by the Borrower with respect thereto and such schedule shall constitute rebuttable presumptive
evidence of the principal amount owing and unpaid on such Lender’s Note; provided that the
failure of any Lender to make, or any error in making, any such recordation or endorsement shall
not affect the obligation of the Borrower hereunder or under the Note or the ability of any Lender
to assign its Notes. Each Lender is hereby irrevocably authorized by the Borrower so to endorse its
Notes and to attach to and make a part of any Note a continuation of any such schedule as and when
required.



          SECTION 2.05. Maturity of Advances. Each Revolver Advance included in any Borrowing
shall mature, and



 









 







the principal amount thereof, together with all accrued unpaid interest thereon,
shall be due and payable on the Termination Date.



          SECTION 2.06. Interest Rates.




     (a) “Applicable Margin” shall be determined by the Administrative Agent from time to
time, based upon the ratio of Total Indebtedness to Total Asset Value (as set forth in the
Margin and Fee Rate Certificate most recently delivered by the Borrower pursuant to Section
5.01(j)), as follows:



	 	 	 	 	 	 	 	 	 
	Ratio of Total Indebtedness	 	Euro-Dollar Loans and	 	Base
	to Total Asset Value	 	Letters of Credit	 	Rate Loans
	Greater than or equal to 45%
	 	 	1.75	%	 	 	0	%
	Greater than or equal to 35%
but less than 45%
	 	 	1.50	%	 	 	0	%
	Greater than or equal to 25%
but less than 35%
	 	 	1.25	%	 	 	0	%
	Greater than or equal to 15%
but less than 25%
	 	 	1.125	%	 	 	0	%
	Greater than or equal to 5%
but less than 15%
	 	 	1.0	%	 	 	0	%
	Less than 5%
	 	 	0.75	%	 	 	0	%







Any adjustment to the Applicable Margin shall be effective (a) in the case of a Margin and Fee
Rate Certificate delivered in connection with quarterly financial statements of the Borrower
delivered pursuant to Section 5.01(b), as of the date 55 days following the end of the last
day of the applicable Fiscal Quarter covered by such Margin and Fee Rate Certificate, (b) in
the case of a Margin and Fee Rate Certificate delivered in connection with annual financial
statements of the Borrower delivered pursuant to Section 5.01(a), as of the date 85 days
following the end of the last day of the applicable Fiscal Year covered by such Margin and Fee
Rate Certificate, and (c) in the case of any other Margin and Fee Rate Certificate, as of the
date 5 Domestic Business Days following the Administrative Agent’s request for such Margin and
Fee Rate Certificate. If the Borrower fails to deliver a Margin and Fee Rate Certificate
pursuant to Section 5.01(j), the Applicable Margin shall be determined as if the ratio of
Total Indebtedness to Total Asset Value is greater than 45% until the date of the delivery of
the required Margin and Fee Rate Certificate. As of the Closing Date, and thereafter until
changed as provided above, the Applicable Margin shall be determined as if the ratio of Total
Indebtedness to Total Asset Value is less than 5%. Any change in the Applicable Margin on any
day shall result in a corresponding change, effective on and as of such day, in the interest
rate applicable to the Advances and in the fees applicable to each Letter of Credit
outstanding on such day; provided, that no Applicable Margin shall be decreased pursuant to
this Section 2.06 if a Default is in existence on such day. In the event that any financial
statement or Margin and Fee Rate Certificate delivered pursuant to Section 5.01 is shown to
be, or becomes known to be, inaccurate (regardless of whether this Agreement or the Revolver
Commitments are in effect when such inaccuracy is discovered, provided that neither the
Administrative Agent nor any Lender shall request payment pursuant to this sentence more than
two years after the termination of this Agreement and the Revolver Commitments and the payment
in
full of the principal of and interest on all Advances), and such inaccuracy, if corrected,
would have led to the application of a higher Applicable Margin under this Section 2.06 for
any period rather than the Applicable Margin applied for such period, then (i) the Borrower
shall immediately deliver to the Administrative Agent a corrected Margin and Fee Rate
Certificate and related financial information for such period, (ii) the Applicable Margin
shall be at the actual Applicable Margin under this Section 2.06 for such period, and
(iii) the Borrower shall immediately pay to the Administrative Agent, for the account of the
Lenders, the accrued additional interest owing as a result of such increased Applicable Margin
for such period. The provisions of this Section 2.06(a) and this definition shall not limit
the rights of the Administrative Agent and the Lenders with respect to Sections 2.06(b) or
2.06(c) or Article VI and shall survive the termination of this Agreement and the Revolver
Commitments. For the purposes of determining the ratio of Total Indebtedness to Total Asset
Value, indebtedness of a Qualified SPE attributable to Qualified Senior Notes shall be
excluded and Qualified Installment Sale Notes shall not be included in determinations of Total
Asset Value.




     (b) Each Base Rate Advance shall bear interest on the outstanding principal amount
thereof, for each day from the date such Advance is made until it becomes due, at a rate per
annum equal to the Base Rate for such day plus the Applicable Margin. Such interest shall be
payable on each Interest Payment Date. Any overdue principal of and, to



 









 







the extent permitted
by applicable law, overdue interest on any Base Rate Advance shall bear interest, payable on
demand, for each day until paid in full at a rate per annum equal to the Default Rate.




     (c) Each Euro-Dollar Advance shall bear interest on the outstanding principal amount
thereof, for the Interest Period applicable thereto, at a rate per annum equal to the sum of:
(1) the Applicable Margin, plus (2) the applicable Adjusted London InterBank Offered Rate for
such Interest Period. Such interest shall be payable for each Interest Period on the last day
thereof, provided that interest on Index Euro-Dollar Advances shall be payable on each
Interest Payment Date while such Index Euro-Dollar Advance is outstanding and the date such
Index Euro-Dollar Advance is converted to a Tranche Euro-Dollar Advance or repaid. Any overdue
principal of and, to the extent permitted by applicable law, overdue interest on any
Euro-Dollar Advance shall bear interest, payable on demand, for each day until paid in full at
a rate per annum equal to the Default Rate.




     The “London InterBank Offered Rate” applicable to any Euro-Dollar Advance means for the
Interest Period of such Euro-Dollar Advance the rate per annum determined on the basis of the
rate for deposits in Dollars offered for a term comparable to such Interest Period, which rate
appears on the display designated as Reuters Screen LIBOR01 Page (or such other successor page
as may replace Reuters Screen LIBOR01 Page or such other service or services as may be
nominated by the British Banker’s Association for the purpose of displaying London InterBank
Offered Rates for U.S. dollar deposits) determined as of 11:00 a.m. London, England time, two
(2) Euro-Dollar Business Days prior to the first day of
such Interest Period, provided that if no such offered rates appear on such page,
the “London InterBank Offered Rate” for such Interest Period will be the arithmetic average
(rounded upward, if necessary, to the next higher 1/100th of 1%) of rates quoted by not less
than two (2) major lenders in New York City, selected by the Administrative Agent, at
approximately 10:00 A.M., New York City time, two (2) Euro-Dollar Business Days prior to the
first day of such Interest Period, for deposits in Dollars offered by leading European banks
for a period comparable to such Interest Period in an amount comparable to the principal
amount of such Euro-Dollar Advance.




     “Euro-Dollar Reserve Percentage” means for any day that percentage (expressed as a
decimal) which is in effect on such day, as prescribed by the Board of Governors of the
Federal Reserve System (or any successor) for determining the maximum reserve requirement for
a member bank of the Federal Reserve System in respect of “Eurocurrency liabilities” (or in
respect of any other category of liabilities which includes deposits by reference to which the
interest rate on such Euro-Dollar Advance is determined or any category of extensions of
credit or other assets which includes loans by a non-United States office of any Lender to
United States residents). The Adjusted London InterBank Offered Rate shall be adjusted
automatically on and as of the effective date of any change in the Euro-Dollar Reserve
Percentage.




     (d) The Administrative Agent shall determine each interest rate applicable to the
Advances hereunder in accordance with the terms of this Agreement. The Administrative Agent
shall give prompt notice to the Borrower and the Lenders by telecopy of each rate of interest
so determined, and its determination thereof shall be conclusive in the absence of manifest
error.




     (e) After the occurrence and during the continuance of an Event of Default (other than an
Event of Default under Sections 6.01(g) or (h)), the principal amount of the Advances (and, to
the extent permitted by applicable law, all accrued interest thereon) may, at the election of
the Required Lenders, bear interest at the Default Rate; provided, however, that automatically
whether or not the Required Lenders elect to do so, (i) any overdue principal of and, to the
extent permitted by law, overdue interest on the Advances shall bear interest payable on
demand, for each day until paid at a rate per annum equal to the Default Rate, and (ii) after
the continuance and during the continuance of an Event of Default described in Section 6.01(g)
or 6.01(h), the principal amount of the Advances (and, to the extent permitted by applicable
law, all accrued interest thereon) shall bear interest payable on demand for each day until
paid at a rate per annum equal to the Default Rate.



          SECTION 2.07. Fees.




     (a) The Borrower shall pay to the Administrative Agent for the ratable account of each
Lender a facility fee equal to the product of: (i) the aggregate of the daily average amounts
of such Lender’s Commitment, times (ii) a per annum percentage
equal to the Applicable Facility Fee Rate. Such facility fee shall accrue from and
including the Closing Date to and including the Termination Date. Facility fees shall be
payable quarterly in arrears on each Quarterly Payment Date and on the Termination Date;
provided that should the Revolver Commitments be



 









 







terminated at any time prior to the
Termination Date for any reason, the entire accrued and unpaid fee shall be paid on the date
of such termination.




     (b) The “Applicable Facility Fee Rate” shall be determined by the Administrative Agent
from time to time, based upon the ratio of Total Indebtedness to Total Asset Value (as set
forth in the Margin and Fee Rate Certificate most recently delivered by the Borrower pursuant
to Section 5.01(j)), as follows:



	 	 	 	 	 
	Ratio of Total Indebtedness	 	Applicable Facility
	to Total Asset Value	 	Fee Rate
	Less than 5%
	 	 	0.125	%
	Greater than or equal to 5% but less than 15%
	 	 	0.15	%
	Greater than or equal to 15% but less than 25%
	 	 	0.20	%
	Greater than or equal to 25% but less than 35%
	 	 	0.25	%
	Greater than or equal to 35% but less than 45%
	 	 	0.30	%
	Greater than or equal to 45%
	 	 	0.35	%







Any adjustment to the Applicable Facility Fee Rate shall be effective (a) in the case of a
Margin and Fee Rate Certificate delivered in connection with quarterly financial statements of
the Borrower delivered pursuant to Section 5.01(b), as of the date 55 days following the end
of the last day of the applicable Fiscal Quarter covered by such Margin and Fee Rate
Certificate, (b) in the case of a Margin and Fee Rate Certificate delivered in connection with
annual financial statements of the Borrower delivered pursuant to Section 5.01(a), as of the
date 85 days following the end of the last day of the applicable Fiscal Year covered by such
Margin and Fee Rate Certificate, and (c) in the case of any other Margin and Fee Rate
Certificate, as of the date 5 Domestic Business Days following the Administrative Agent’s
request for such Margin and Fee Rate Certificate. If the Borrower fails to deliver a Margin
and Fee Rate Certificate pursuant to Section 5.01(j), the Applicable Facility Fee Rate shall
be determined as if the ratio of Total Indebtedness to Total Asset Value is greater than 45%
until the date of the delivery of the required Margin and Fee Rate Certificate. As of the
Closing Date, and thereafter until changed as provided above, the Applicable Facility Fee Rate
shall be determined as if the ratio of Total Indebtedness to Total Asset Value is less than
5%. In no event shall the Applicable Facility Fee Rate be decreased pursuant to this
Section 2.07 if a Default is in existence on such day. In the event that any financial
statement or Margin and Fee Rate Certificate delivered pursuant to Section 5.01 is shown to
be, or becomes known to be, inaccurate (regardless of whether this Agreement or the Revolver
Commitments are in effect when such inaccuracy is discovered, provided that neither the
Administrative Agent nor any Lender shall request payment pursuant to this sentence more than
two years after the termination of this Agreement and the
Revolver Commitments and the payment in full of the principal of and interest on all
Advances), and such inaccuracy, if corrected, would have led to the application of a higher
Applicable Facility Fee Rate under this Section 2.07 for any period rather than the Applicable
Facility Fee Rate applied for such period, then (i) the Borrower shall immediately deliver to
the Administrative Agent a corrected Margin and Fee Rate Certificate and related financial
information for such period, (ii) the Applicable Facility Fee Rate shall be at the actual
Applicable Facility Fee Rate under this Section 2.07 for such period, and (iii) the Borrower
shall immediately pay to the Administrative Agent, for the account of the Lenders, the accrued
additional interest owing as a result of such increased Applicable Facility Fee Rate for such
period. The provisions of this Section 2.07(b) and this definition shall not limit the rights
of the Administrative Agent and the Lenders with respect to Article VI and shall survive the
termination of this Agreement and the Revolver Commitments. For the purposes of determining
the ratio of Total Indebtedness to Total Asset Value, indebtedness of a Qualified SPE
attributable to Qualified Senior Notes shall be excluded and Qualified Installment Sale Notes
shall not be included in determinations of Total Asset Value.




     (c) The Borrower shall pay to the Administrative Agent for the ratable account of each
Lender, with respect to each Letter of Credit, a per annum letter of credit fee (the “Letter
of Credit Fee”) equal to the product of: (i) the aggregate average daily Undrawn Amounts,
times (ii) a per annum percentage equal to the Applicable Margin for Letters of Credit
(determined in accordance with Sections 2.06 and 2.13 hereof). Such Letter of Credit Fees
shall be payable in arrears for each Letter of Credit on each Quarterly Payment Date during
the term of each respective Letter of Credit and on the termination thereof (whether at its
stated expiry date or earlier). The “Applicable Margin” for Letters of Credit shall be as
determined in Section 2.06(a).




     (d) The Borrower shall pay to the Administrative Agent for the account of the Letter of
Credit Issuer a facing fee (the “Facing Fee”) with respect to each Letter of Credit equal to
the product of: (i) the face amount of such letter of credit, times (ii) one-eighth (1/8th) of
one percent (0.125%). Such Facing Fee shall be due and payable on such



 









 







date as may be agreed
upon by the Letter of Credit Issuer and the Borrower. The Borrower shall pay to the Letter of
Credit Issuer, for its own account, transfer fees, drawing fees, modification fees, extension
fees and such other fees and charges as may be provided for in any Letter of Credit
Application Agreement or otherwise charged by the Letter of Credit Issuer. No Lender shall be
entitled to any portion of the Facing Fees or any other fees payable by the Borrower to the
Letter of Credit Issuer pursuant to this Section 2.07(d).




     (e) The Borrower shall pay to the Administrative Agent, for the account and sole benefit
of the Administrative Agent, such fees and other amounts at such times as set forth in the
Administrative Agent’s Letter Agreement.



          SECTION 2.08. Optional Termination or Reduction of Commitments. The Borrower may, upon
at least 3 Domestic Business Days’ irrevocable written notice to the Administrative Agent,
terminate at any time, or proportionately reduce from time to time by an aggregate amount of at
least $10,000,000 or any larger multiple of $1,000,000, the Revolver Commitments; provided,
however: (1) each termination or reduction, as the case may be, shall be permanent and irrevocable;
(2) no such termination or reduction shall be in an amount greater than the Total Unused Revolver
Commitments on the date of such termination or reduction; and (3) no such reduction pursuant to
this Section 2.08 shall result in the aggregate Revolver Commitments of all of the Lenders being
reduced to an amount less than $40,000,000, unless the Revolver Commitments are terminated in their
entirety, in which case all accrued fees (as provided under Section 2.07) shall be payable on the
effective date of such termination. Each reduction shall be made ratably among the Lenders in
accordance with their respective Revolver Commitments.



          SECTION 2.09. Termination of Commitments. The Revolver Commitments shall terminate on
the Termination Date and any Revolver Advances then outstanding (together with accrued interest
thereon) shall be due and payable on such date.



          SECTION 2.10. Optional Prepayments.




     (a) The Borrower may, upon at least one (1) Domestic Business Day’s notice to the
Administrative Agent, prepay any Base Rate Borrowing or Index Euro-Dollar Borrowing in whole
at any time, or from time to time in part in amounts aggregating at least $500,000 or any
larger integral multiple of $100,000 (or any lesser amount equal to the outstanding balance of
such Advance), by paying the principal amount to be prepaid together with accrued interest
thereon to the date of prepayment. Each such optional prepayment shall be applied first to any
Swing Line Advances outstanding and then to prepay ratably the Base Rate Advances and Index
Euro-Dollar Advances of the several Lenders included in such Base Rate Borrowing or Index
Euro-Dollar Borrowing, as the case may be.




     (b) Subject to any payments required pursuant to the terms of Article VIII for such
Tranche Euro-Dollar Borrowing, the Borrower may, upon at least three (3) Euro-Dollar Business
Days’ prior written notice, prepay in minimum amounts of $5,000,000 with additional increments
of $100,000 (or any lesser amount equal to the outstanding balance of such Advances) all or
any portion of the principal amount of any Tranche Euro-Dollar Borrowing prior to the maturity
thereof, by paying the principal amount to be prepaid together with accrued interest thereon
to the date of prepayment and such payments required pursuant to the terms of Article VIII.
Each such optional prepayment shall be applied to prepay ratably the Tranche Euro-Dollar
Advances of the several Lenders included in such Tranche Euro-Dollar Borrowing.




     (c) Upon receipt of a notice of prepayment pursuant to this Section 2.10, the
Administrative Agent shall promptly notify each Lender of the contents thereof and of such
Lender’s ratable share of such prepayment and such notice, once received by the Administrative
Agent, shall not thereafter be revocable by the Borrower.



          SECTION 2.11. Mandatory Prepayments.




     (a) On each date on which the Revolver Commitments are reduced or terminated pursuant to
Section 2.08 or Section 2.09, the Borrower shall repay or prepay such principal amount of the
outstanding Revolver Advances, if any (together with interest accrued thereon and any amount
due under Section 8.05), as may be necessary so that after such payment the aggregate unpaid
principal amount of the Revolver Advances does not exceed the aggregate amount of the Revolver
Commitments as then reduced. Each such payment or prepayment shall be applied first to any
Swing Advances outstanding, and then ratably to the Revolver Advances of the several Lenders
outstanding on the date of payment or prepayment in the following order or priority:
(i) first, to Base Rate Advances; (ii) second, to Index Euro-Dollar Advances; and
(iii) lastly, to Tranche Euro-Dollar Advances.



 









 






     (b) In the event that the aggregate principal amount of all Advances, together with the
aggregate principal amount of the Swing Line Advances and Letter of Credit Obligations at any
one time outstanding shall at any time exceed the aggregate amount of the Revolver Commitments
of all of the Banks at such time, the Borrower shall immediately repay so much of the Advances
and Swing Line Advances as is necessary in order that the aggregate principal amount of the
Advances thereafter outstanding, together with the aggregate principal amount of the Swing
Line Advances and Letter of Credit Obligations shall not exceed the aggregate amount of the
Revolver Commitments of all of the Banks at such time.




     (c) If at any time the ratio of Total Indebtedness to Total Asset Value is in excess of
50%, the Borrower shall immediately repay so much of the Revolver Advances as is necessary in
order that the ratio of Total Indebtedness to Total Asset Value is, after giving effect to
such repayment, no greater than 50%. Each such payment or prepayment shall be applied first to
any Swing Advances outstanding, and then ratably to the Revolver Advances of the several
Lenders outstanding on the date of payment or prepayment in the following order or priority:
(i) first, to Base Rate Advances, (ii) second, to Index Euro-Dollar Advances, and (iii) lastly
to Tranche Euro-Dollar Advances.




     (d) Hedging Obligations Unaffected. Any repayment or prepayment made pursuant to
this Section shall not affect the Borrower’s obligation to continue to make payments under any
Hedging Agreement, which shall remain in full force and effect notwithstanding such repayment
or prepayment, subject to the terms of such Hedging Agreement.



          SECTION 2.12. General Provisions as to Payments.




     (a) The Borrower shall make each payment of principal of, and interest on, the Revolver
Advances and of fees hereunder without any set off, counterclaim or any deduction whatsoever,
not later than 11:00 A.M. (Eastern time) on the date when due, in Federal or other funds
immediately available in Winston-Salem, North
Carolina, to the Administrative Agent at its address referred to in Section 9.01. The
Administrative Agent will promptly distribute to BB&T each such payment received on account of
the Swing Advances and to each Lender its ratable share of each such payment received by the
Administrative Agent for the account of the Lenders.




     (b) Whenever any payment of principal of, or interest on, the Base Rate Advances or of
fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof
shall be extended to the next succeeding Domestic Business Day. Whenever any payment of
principal of or interest on, the Euro-Dollar Advances shall be due on a day which is not a
Euro-Dollar Business Day, the date for payment thereof shall be extended to the next
succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another
calendar month, in which case the date for payment thereof shall be the next preceding
Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of
law or otherwise, interest thereon shall be payable for such extended time.




     (c) Funding by Lenders; Presumption by Administrative Agent. Unless the
Administrative Agent shall have received notice from a Lender prior to the proposed date of
any Borrowing that such Lender will not make available to the Administrative Agent such
Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has
made such share available on such date in accordance with Section 2.02 and may, in reliance
upon such assumption, make available to the Borrower a corresponding amount. In such event, if
a Lender has not in fact made its share of the applicable Borrowing available to the
Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to
the Administrative Agent forthwith on demand such corresponding amount with interest thereon,
for each day from and including the date such amount is made available to the Borrower to but
excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to
be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank compensation and
(ii) in the case of a payment to be made by the Borrower, the interest rate applicable to Base
Rate Advances. If the Borrower and such Lender shall pay such interest to the Administrative
Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to
the Borrower the amount of such interest paid by the Borrower for such period. If such Lender
pays its share of the applicable Borrowing to the Administrative Agent, then the amount so
paid shall constitute such Lender’s Advance included in such Borrowing. Any payment by the
Borrower shall be without prejudice to any claim the Borrower may have against a Lender that
shall have failed to make such payment to the Administrative Agent.




     (d) Payments by Borrower; Presumptions by Administrative Agent. Unless the
Administrative Agent shall have



 









 







received notice from the Borrower prior to the date on which
any payment is due to the Administrative Agent for the account of the Lenders hereunder that
the Borrower will not make such payment, the Administrative Agent may assume that the Borrower
has made such payment on
such date in accordance herewith and may, in reliance upon such assumption, distribute to
the Lenders the amount due. In such event, if the Borrower has not in fact made such payment,
then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on
demand the amount so distributed to such Lender, with interest thereon, for each day from and
including the date such amount is distributed to it to but excluding the date of payment to
the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by
the Administrative Agent in accordance with banking industry rules on interbank compensation




     (e) Taxes.




     (i) Payments Free of Taxes. Any and all payments by or on account of any
obligation of the Borrower hereunder or under any other Loan Document shall be made free
and clear of and without reduction or withholding for any Indemnified Taxes or Other
Taxes, provided that if the Borrower shall be required by applicable law to
deduct any Indemnified Taxes (including any Other Taxes) from such payments, then
(A) the sum payable shall be increased as necessary so that after making all required
deductions (including deductions applicable to additional sums payable under this
Section) the Administrative Agent or Lender, as the case may be, receives an amount
equal to the sum it would have received had no such deductions been made, (B) the
Borrower shall make such deductions and (C) the Borrower shall timely pay the full
amount deducted to the relevant Governmental Authority in accordance with applicable
law.




     (ii) Payment of Other Taxes by the Borrower. Without limiting the
provisions of paragraph (i) above, the Borrower shall timely pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.




     (iii) Indemnification by the Borrower. The Borrower shall indemnify the
Administrative Agent and each Lender, within 10 days after demand therefor, for the full
amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other
Taxes imposed or asserted on or attributable to amounts payable under this Section) paid
by the Administrative Agent or such Lender, as the case may be, and any penalties,
interest and reasonable expenses arising therefrom or with respect thereto, whether or
not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted
by the relevant Governmental Authority. A certificate as to the amount of such payment
or liability delivered to the Borrower by a Lender (with a copy to the Administrative
Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall
be conclusive absent manifest error.




     (iv) Evidence of Payments. As soon as practicable after any payment of
Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority, the
Borrower shall deliver to the Administrative Agent the original
or a certified copy of a receipt issued by such Governmental Authority evidencing
such payment, a copy of the return reporting such payment or other evidence of such
payment reasonably satisfactory to the Administrative Agent.




     (v) Status of Lenders. Any Foreign Lender that is entitled to an exemption
from or reduction of withholding tax under the law of the jurisdiction in which the
Borrower is resident for tax purposes, or any treaty to which such jurisdiction is a
party, with respect to payments hereunder or under any other Loan Document shall deliver
to the Borrower (with a copy to the Administrative Agent), at the time or times
prescribed by applicable law or reasonably requested by the Borrower or the
Administrative Agent, such properly completed and executed documentation prescribed by
applicable law as will permit such payments to be made without withholding or at a
reduced rate of withholding. In addition, any Lender, if requested by the Borrower or
the Administrative Agent, shall deliver such other documentation prescribed by
applicable law or reasonably requested by the Borrower or the Administrative Agent as
will enable the Borrower or the Administrative Agent to determine whether or not such
Lender is subject to backup withholding or information reporting requirements.




     Without limiting the generality of the foregoing, in the event that the Borrower is
resident for tax purposes in the United States of America, any Foreign Lender shall
deliver to the Borrower and the Administrative Agent (in such number of copies as shall
be requested by the recipient) on or prior to the date on which such Foreign Lender
becomes a Lender under this Agreement (and from time to time thereafter upon the request
of the



 









 







Borrower or the Administrative Agent, but only if such Foreign Lender is legally
entitled to do so), whichever of the following is applicable:




     (A) duly completed copies of Internal Revenue Service Form W-8BEN claiming
eligibility for benefits of an income tax treaty to which the United States of
America is a party,




     (B) duly completed copies of Internal Revenue Service Form W-8ECI,




     (C) in the case of a Foreign Lender claiming the benefits of the exemption for
portfolio interest under section 881(c) of the Code, (x) a certificate to the
effect that such Foreign Lender is not (1) a “bank” within the meaning of section
881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of the Borrower within the
meaning of section 881(c)(3)(B) of the Code, or (3) a “controlled foreign
corporation” described in section 881(c)(3)(C) of the Code and (y) duly completed
copies of Internal Revenue Service Form W-8BEN, or




     (D) any other form prescribed by applicable law as a basis for claiming
exemption from or a reduction in United States Federal
withholding tax duly completed together with such supplementary documentation
as may be prescribed by applicable law to permit the Borrower to determine the
withholding or deduction required to be made.




     (vi) Treatment of Certain Refunds. If the Administrative Agent or a Lender
determines, in its sole discretion, that it has received a refund of any Taxes or Other
Taxes as to which it has been indemnified by the Borrower or with respect to which the
Borrower has paid additional amounts pursuant to this Section, it shall pay to the
Borrower an amount equal to such refund (but only to the extent of indemnity payments
made, or additional amounts paid, by the Borrower under this Section with respect to the
Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of
the Administrative Agent or such Lender, as the case may be, and without interest (other
than any interest paid by the relevant Governmental Authority with respect to such
refund), provided that the Borrower, upon the request of the Administrative
Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any
penalties, interest or other charges imposed by the relevant Governmental Authority) to
the Administrative Agent or such Lender in the event the Administrative Agent or such
Lender is required to repay such refund to such Governmental Authority. This paragraph
shall not be construed to require the Administrative Agent or any Lender to make
available its tax returns (or any other information relating to its taxes that it deems
confidential) to the Borrower or any other Person.



          SECTION 2.13. Computation of Interest and Fees. Interest on the Advances shall be
computed on the basis of a year of 360 days and paid for the actual number of days elapsed
(including the first day but excluding the last day). Facility fees, letter of credit fees and any
other fees payable hereunder shall be computed on the basis of a year of 360 days and paid for the
actual number of days elapsed (including the first day but excluding the last day).



          SECTION 2.14. Increase in Commitments.




     (a) The Borrower shall have the right, and prior to the date sixty (60) days prior to the
Termination Date by written notice to and in consultation with the Administrative Agent, to
request an increase in the aggregate Revolver Commitments (each such requested increase, a
“Commitment Increase”), by having one or more existing Lenders increase their respective
Revolver Commitments then in effect (each, an “Increasing Lender”), by adding as a Lender with
a new Revolver Commitment hereunder one or more Persons that are not already Lenders (each, an
“Additional Lender”), or a combination thereof, provided that (i) any such request for
a Commitment Increase shall be in a minimum amount of $20,000,000, (ii) immediately after
giving effect to any Commitment Increase, (y) the aggregate Revolver Commitments shall not
exceed $200,000,000 and (z) the aggregate of all Commitment Increases effected shall not
exceed $100,000,000, (iii) no Default or Event of Default shall have occurred and be
continuing on the applicable
Commitment Increase Date (as hereinafter defined) or shall result from any Commitment
Increase, (iv) immediately after giving effect to any Commitment Increase (including any
Borrowings in connection therewith and the application of the proceeds thereof), the Borrower
shall be in compliance with the covenants contained in Article V, (v) no Commitment Increase
shall be effective until the Administrative Agent has consented to such Commitment Increase in
writing which consent may not be unreasonably withheld; and (vi) the Borrower shall give the
existing Lenders the right of first refusal for participating in any such Commitment Increase
by providing such notice to the Administrative Agent fifteen (15) Domestic Business Days
before making a request to any Person that



 









 







is not already a Lender. An existing Lender shall
have priority over Additional Lenders to participate in such requested Commitment Increase if
such existing Lender provides written notice of its election to participate within fifteen
(15) Domestic Business Days of such existing Lender’s receipt of such notice. Such notice from
the Borrower shall specify the requested amount of the Commitment Increase. No Lender shall
have any obligation to become an Increasing Lender. Any fees paid by the Borrower for a
Commitment Increase to an Increasing Lender, an Additional Lender, the Administrative Agent or
BB&T, as arranger, shall be for their own account and shall be in an amount, if any, mutually
agreed upon by each such party and the Borrower, in each party’s sole discretion.




     (b) Each Additional Lender must qualify as an Eligible Assignee (the selection of which
shall include the prior approval of the Administrative Agent). The Borrower and each
Additional Lender shall execute a joinder agreement, and the Borrower and each Lender shall
execute all such other documentation as the Administrative Agent and the Borrower may
reasonably require, all in form and substance reasonably satisfactory to the Administrative
Agent and the Borrower, to evidence the Revolver Commitment adjustments referred to in
Section 2.14(e).




     (c) If the aggregate Revolver Commitments are increased in accordance with this Section
2.14, the Borrower (in consultation with the Administrative Agent), Increasing Lender(s) (if
any) and Additional Lender(s) (if any) shall agree upon the effective date (the “Commitment
Increase Date,” which shall be a Domestic Business Day not less than thirty (30) days prior to
the Termination Date). The Administrative Agent shall promptly notify the Lenders of such
increase and the Commitment Increase Date.




     (d) Notwithstanding anything set forth in this Section 2.14 to the contrary, the Borrower
shall not incur any Revolver Advances pursuant to any Commitment Increase (and no Commitment
Increase shall be effective) unless the conditions set forth in Section 2.14(a) as well as the
following conditions precedent are satisfied on the applicable Commitment Increase Date:




     (i) The Administrative Agent shall have received the following, each dated the
Commitment Increase Date and in form and substance reasonably satisfactory to the
Administrative Agent:




     (A) a supplement to this Agreement signed by each Increasing Lender (if any)
and Additional Lender (if any), setting forth the reallocation of Commitments
referred to in Section 2.14(e), all other documentation required by the
Administrative Agent pursuant to Section 2.14(b) and such other modifications,
documents or items as the Administrative Agent, such Lenders or their counsel may
reasonably request;




     (B) an instrument, duly executed by each Borrower and each Guarantor, if any,
acknowledging and reaffirming its obligations under this Agreement, the Collateral
Documents, and the other Loan Documents to which it is a party;




     (C) a certificate of the secretary or an assistant secretary of the Borrower
and each Guarantor, certifying to and attaching the resolutions adopted by the
board of directors (or similar governing body) of such party approving or
consenting to such Commitment Increase;




     (D) a certificate of the Chief Financial Officer of each Borrower, certifying
that (x) as of the Commitment Increase Date, all representations and warranties of
the Borrower and the Guarantors contained in this Agreement and the other Loan
Documents are true and correct (except to the extent any such representation or
warranty is expressly stated to have been made as of a specific date, in which case
such representation or warranty is true and correct as of such date),
(y) immediately after giving effect to such Commitment Increase (including any
Borrowings in connection therewith and the application of the proceeds thereof),
the Borrower is in compliance with the covenants contained in Article V, and (z) no
Default or Event of Default has occurred and is continuing, both immediately before
and after giving effect to such Commitment Increase (including any Borrowings in
connection therewith and the application of the proceeds thereof);




     (E) an opinion or opinions of counsel for the Borrower and the Guarantors, in
a form satisfactory to Administrative Agent and covering such matters as
Administrative Agent may reasonably request, addressed to the Administrative Agent
and the Lenders, together with such other documents, instruments and certificates
as the Administrative Agent shall have reasonably requested; and



 









 






     (F) such other documents or items that the Administrative Agent, such Lenders
or their counsel may reasonably request.




     (ii) In the case of any Borrowing of Revolver Advances in connection with such
Commitment Increase for the purpose of funding an Acquisition, the applicable conditions
set forth in this Agreement with respect to Acquisitions shall have been satisfied.




     (e) On the Commitment Increase Date, (i) the aggregate principal outstanding amount of
the Revolver Advances (the “Initial Advances”) immediately prior to giving effect to
the Commitment Increase shall be deemed to be repaid, (ii) immediately after the effectiveness
of the Commitment Increase, the Borrower shall be deemed to have made new Borrowings of
Revolver Advances (the “Subsequent Borrowings”) in an aggregate principal amount equal
to the aggregate principal amount of the Initial Advances and of the types and for the
Interest Periods specified in a Notice of Borrowing delivered to the Administrative Agent in
accordance with Section 2.01(a), (iii) each Lender shall pay to the Administrative Agent in
immediately available funds an amount equal to the difference, if positive, between (y) such
Lender’s pro rata percentage (calculated after giving effect to the Commitment Increase) of
the Subsequent Borrowings and (z) such Lender’s pro rata percentage (calculated without giving
effect to the Commitment Increase) of the Initial Advances, (iv) after the Administrative
Agent receives the funds specified in clause (iii) above, the Administrative Agent shall pay
to each Lender the portion of such funds equal to the difference, if positive, between
(y) such Lender’s pro rata percentage (calculated without giving effect to the Commitment
Increase) of the Initial Advances and (z) such Lender’s pro rata percentage (calculated after
giving effect to the Commitment Increase) of the amount of the Subsequent Borrowings, (v) the
Lenders shall be deemed to hold the Subsequent Borrowings ratably in accordance with their
respective Revolver Commitments (calculated after giving effect to the Commitment Increase),
(vi) the Borrower shall pay all accrued but unpaid interest on the Initial Advances to the
Lenders entitled thereto, and (vii) the signature pages hereto shall be amended to reflect the
Revolver Commitments of all Lenders after giving effect to the Commitment Increase. The deemed
payments made pursuant to clause (i) above in respect of each Tranche Euro-Dollar Advance
shall be subject to indemnification by the Borrower pursuant to the provisions of Section 8.05
if the Commitment Increase Date occurs other than on the last day of the Interest Period
relating thereto.



          SECTION 2.15. Defaulting Lenders.




     (a) Generally. If for any reason any Lender (a “Defaulting Lender’) shall fail or
refuse to perform any of its obligations under this Agreement or any other Loan Document to
which it is a party within the time period specified for performance of such obligation or, if
no time period is specified, if such failure or refusal continues for a period of two Domestic
Business Days after notice from the Administrative Agent, then, in addition to the rights and
remedies that may be available to the Administrative Agent or the Borrower under this
Agreement or Applicable Laws, such Defaulting Lender’s right to participate in the
administration of the Advances, this Agreement and the other Loan Documents, including without
limitation, any right to vote in respect of, to consent to or to direct any action or inaction
of the Administrative Agent or to be taken into account in the calculation of the Required
Lenders, shall be suspended during the pendency of such failure or refusal. If a Lender is a
Defaulting Lender because it has failed to make timely payment to the Administrative Agent of
any amount required to be paid to the Administrative Agent
hereunder (without giving effect to any notice or cure periods), in addition to other
rights and remedies which the Administrative Agent or the Borrower may have under the
immediately preceding provisions or otherwise, the Administrative Agent shall be entitled
(i) to collect interest from such Defaulting Lender on such delinquent payment for the period
from the date on which the payment was due until the date on which the payment is made at the
Federal Funds Rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted
payment and any related interest, any amounts otherwise payable to such Defaulting Lender
under this Agreement or any other Loan Document and (iii) to bring an action or suit against
such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount
and any related interest. Any amounts received by the Administrative Agent in respect of a
Defaulting Lender’s Advances shall not be paid to such Defaulting Lender and shall be held
uninvested by the Administrative Agent and either applied against the purchase price of such
Advances under the following subsection (b) or paid to such Defaulting Lender upon such
Defaulting Lender’s curing of its default.




     (b) Purchase or Cancellation of Defaulting Lender’s Revolver Commitment. Any
Lender who is not a Defaulting Lender may, but shall not be obligated, in its sole discretion,
to acquire all or a portion of a Defaulting Lender’s Revolver Commitment. Any Lender desiring
to exercise such right shall give written notice thereof to the Administrative Agent and the
Borrower no sooner than 2 Domestic Business Days and not later than 5 Domestic



 









 







Business Days
after such Defaulting Lender became a Defaulting Lender. If more than one Lender exercises
such right, each such Lender shall have the right to acquire the amount of such Defaulting
Lender’s Revolver Commitment in proportion to the Revolver Commitments of the other Lenders
exercising such right. If after such 5th Domestic Business Day, the Lenders have
not elected to purchase all of the Revolver Commitment of such Defaulting Lender, then the
Borrower may, by giving written notice thereof to the Administrative Agent, such Defaulting
Lender and the other Lenders, either (i) demand that such Defaulting Lender assign its
Revolver Commitment to an Eligible Assignee subject to and in accordance with the provisions
of Section 9.07(b) for the purchase price provided for below or (ii) terminate the Revolver
Commitment of such Defaulting Lender, whereupon such Defaulting Lender shall no longer be a
party hereto or have any rights or obligations hereunder or under any of the other Loan
Documents. No party hereto shall have any obligation whatsoever to initiate any such
replacement or to assist in finding an Eligible Assignee. Upon any such purchase or
assignment, the Defaulting Lender’s interest in the Advances and its rights hereunder (but not
its liability in respect thereof or under the Loan Documents or this Agreement to the extent
the same relate to the period prior to the effective date of the purchase except to the extent
assigned pursuant to such purchase) shall terminate on the date of purchase, and the
Defaulting Lender shall promptly execute all documents reasonably requested to surrender and
transfer such interest to the purchaser or assignee thereof, including an appropriate
Assignment and Acceptance Agreement and, notwithstanding Section 9.07(b), shall pay to the
Administrative Agent an assignment fee in the amount of $3,500.00. The purchase price for the
Revolver Commitment of a
Defaulting Lender shall be equal to the amount of the principal balance of the Advances
outstanding and owed by the Borrower to the Defaulting Lender. Prior to payment of such
purchase price to a Defaulting Lender, the Administrative Agent shall apply against such
purchase price any amounts retained by the Administrative Agent pursuant to the last sentence
of the immediately preceding subsection (a). The Defaulting Lender shall be entitled to
receive amounts owed to it by the Borrower under the Loan Documents which accrued prior to the
date of the default by the Defaulting Lender, to the extent the same are received by the
Administrative Agent from or on behalf of the Borrower. There shall be no recourse against any
Lender or the Administrative Agent for the payment of such sums except to the extent of the
receipt of payments from any other party or in respect of the Loans.



ARTICLE III




CONDITIONS TO BORROWINGS



          SECTION 3.01. Conditions to Closing and First Borrowing. The obligation of each Lender
to make an Advance on the Closing Date (and the obligation of the Letter of Credit Issuer to issue
a Letter of Credit on the Closing Date) is subject to the satisfaction of the conditions set forth
in Section 3.02 and the following additional conditions:




     (a) receipt by the Administrative Agent from each of the parties hereto of a duly
executed counterpart of this Agreement signed by such party;




     (b) receipt by the Administrative Agent of a duly executed Revolver Note for the account
of each Lender, complying with the provisions of Section 2.04;




     (c) receipt by the Administrative Agent of an opinion of Foley & Lardner LLP, as counsel
to the Loan Parties, dated as of the Closing Date (or in the case of an opinion delivered
pursuant to Section 5.27 hereof such later date as specified by the Administrative Agent) in a
form satisfactory to Administrative Agent and covering such matters set forth in
Exhibit E hereto and such additional matters relating to the transactions contemplated
hereby as the Administrative Agent may reasonably request;




     (d) receipt by the Administrative Agent of a certificate (the “Closing Certificate”),
dated the Closing Date, substantially in the form of Exhibit F hereto, signed by a Responsible
Officer of the Borrower, to the effect that, to his knowledge, (i) no Default has occurred and
is continuing on the Closing Date and (ii) the representations and warranties of the Loan
Parties contained in Article IV are true on and as of the Closing Date;




     (e) receipt by the Administrative Agent of all documents which the Administrative Agent
or any Lender may reasonably request relating to the existence of each Loan Party, the
authority for and the validity of this Agreement, the Notes and the other Loan Documents, and
any other matters relevant hereto, all
in form and substance satisfactory to the Administrative Agent, including without
limitation a certificate of incumbency of each Loan Party (the “Officer’s Certificate”),
signed by the Secretary, an Assistant Secretary, a member, manager, partner, trustee or



 









 







other
authorized representative of the respective Loan Party, substantially in the form of Exhibit G
hereto, certifying as to the names, true signatures and incumbency of the officer or officers
of the respective Loan Party, authorized to execute and deliver the Loan Documents, and
certified copies of the following items: (i) the Loan Party’s Organizational Documents;
(ii) the Loan Party’s Operating Documents; (iii) if applicable, a certificate of the Secretary
of State of such Loan Party’s state of organization as to the good standing or existence of
such Loan Party, and (iv) the Organizational Action, if any, taken by the board of directors
of the Loan Party or the members, managers, trustees, partners or other applicable Persons
authorizing the Loan Party’s execution, delivery and performance of this Agreement, the Notes
and the other Loan Documents to which the Loan Party is a party;




     (f) receipt by the Administrative Agent of a Notice of Borrowing;




     (g) the Pledge Agreement and the REIT Pledge Agreement, each in form and content
satisfactory to the Administrative Agent, shall have been duly executed by the applicable Loan
Parties and such documents shall have been delivered to the Administrative Agent and shall be
in full force and effect and each document (including each U.C.C. financing statement)
required by law or reasonably requested by the Administrative Agent to be filed, registered or
recorded in order to create in favor of the Administrative Agent for the benefit of the
Secured Parties, upon filing, recording or possession by the Administrative Agent, as the case
may be, a valid, legal and perfected first-priority security interest in and lien on the
Collateral described in the Pledge Agreement and the REIT Pledge Agreement shall have been
delivered to the Administrative Agent; the Loan Parties shall also deliver or cause to be
delivered the certificates (with undated stock powers executed in blank) for all equity
interests pledged to, and instruments representing any Debt (together with an effective
endorsement) pledged to, Administrative Agent for the benefit of the Secured Parties;




     (h) the Administrative Agent shall have received the results of a search of the U.C.C.
filings (or equivalent filings) made with respect to the Loan Parties in the states (or other
jurisdictions) in which the Loan Parties are organized, the chief executive office of each
such Person is located, any offices of such persons in which records have been kept relating
to Collateral described in the Pledge Agreement, the REIT Pledge Agreement and the other
jurisdictions in which U.C.C. filings (or equivalent filings) are to be made pursuant to the
preceding paragraph, together with copies of the financing statements (or similar documents)
disclosed by such search, and accompanied by evidence satisfactory to the Administrative Agent
that the Liens other than Permitted Liens indicated in any such financing statement (or
similar document) have been released to the satisfaction of Administrative Agent;




     (i) receipt by the Administrative Agent of the Subordination Agreement;




     (j) receipt by the Administrative Agent and approval by the Lenders of the insurance
required under this Agreement;




     (k) the Borrower shall have paid all fees required to be paid by it on the Closing Date,
including all fees required hereunder and under the Administrative Agent’s Letter Agreement to
be paid as of such date, and shall have reimbursed the Administrative Agent for all fees,
costs and expenses of closing the transactions contemplated hereunder and under the other Loan
Documents, including the reasonable legal and other document preparation costs incurred by the
Administrative Agent;




     (l) the repayment in full and termination of the Loan Agreement dated as of July 22,
2005, among Borrower, Wachovia Bank, National Association, as Administrative Agent, and the
lenders and other financial institutions party thereto, as amended;




     (m) receipt by the Administrative Agent of all Mortgaged Property Support Documents as
the Administrative Agent may reasonably request with respect to the Identified Mortgaged
Property that are in the possession or control of the Loan Parties, including, without
limitation, recordable legal descriptions for the Identified Mortgaged Property and copies of
title insurance, deeds, surveys and other related materials;




     (n) receipt by the Administrative Agent, to the extent requested by the Administrative
Agent, of such financial statements and financial information for St. Joe Timberland that are
in the possession or control of the Loan Parties, listings of properties owned by the Loan
Parties, status of improvements to such properties, past property sales information and
contracts, detailed three-year financial projections, and disclosures on unconsolidated
subsidiaries and affiliates and guarantees (financial and performance);



 









 






     (o) receipt by the Administrative Agent and Lenders of Borrower’s financial and business
projections; and




     (p) such other documents or items as the Administrative Agent, the Lenders or their
counsel may reasonably request.



          SECTION 3.02. Conditions to All Borrowings. The obligation of each Lender to make an
Advance on the occasion of each Borrowing, the obligation of BB&T to make a Swing Advance and the
obligation of the Letter of Credit Issuer to issue a Letter of Credit is subject to the
satisfaction of the following conditions:




     (a) receipt by the Administrative Agent of a Notice of Borrowing as required by
Section 2.02;




     (b) receipt by the Administrative Agent of such documentation as the Administrative Agent
shall reasonably require to confirm that the ratio of Total Indebtedness to Total Asset Value
is no greater than 50%; provided, however, (i) indebtedness of a Qualified SPE attributable to
Qualified Senior Notes shall be excluded and (ii) Qualified Installment Sale Notes shall not
be included in determinations of Total Asset Value;




     (c) the fact that, immediately before and after such Borrowing (or issuance of a Letter
of Credit, as the case may be), no Default shall have occurred and be continuing;




     (d) the fact that the representations and warranties of the Loan Parties contained in
Article IV of this Agreement shall be true, on and as of the date of such Borrowing (or
issuance of a Letter of Credit, as the case may be) (except to the extent such representation
or warranty is expressly stated to have been made as of a specific date, in which case such
representation or warranty is true and correct as of such date);




     (e) the fact that, immediately after such Borrowing: (A) the aggregate outstanding
principal amount of the Revolver Advances of each Lender will not exceed the amount of its
Revolver Commitment and (B) the aggregate outstanding principal amount of the Revolver
Advances will not exceed the aggregate amount of the Revolver Commitments of all of the
Lenders as of such date; and




     (f) the fact that, immediately after such Borrowing (or issuance of a Letter of Credit,
as the case may be) (i) the aggregate outstanding principal amount of the Revolver Advances of
each Lender together with such Lender’s Applicable Percentage of the aggregate outstanding
principal amount of all Swing Line Advances, and Letter of Credit Obligations, will not exceed
the amount of its Revolver Commitment and (ii) the aggregate outstanding principal amount of
the Revolver Advances together with the aggregate outstanding principal amount of all Swing
Line Advances, and Letter of Credit Obligations, will not exceed the lesser of the aggregate
amount of the Revolver Commitments of all of the Lenders as of such date.



          Each Borrowing and each Notice of Continuation or Conversion hereunder shall be deemed to be a
representation and warranty by the Loan Parties on the date of such Borrowing as to the truth and
accuracy of the facts specified in clauses (c) and (d) of this Section.



ARTICLE IV




REPRESENTATIONS AND WARRANTIES



          The Borrower and Guarantors represent and warrant that:



          SECTION 4.01. Existence and Power. The Borrower is a corporation, and each Guarantor
is a corporation, limited liability company or other legal entity duly organized, validly existing
and in good standing under the laws of the jurisdiction of its incorporation or organization, as
the case may be, is duly qualified to transact business in every jurisdiction where, by the nature
of its business, such qualification is necessary, and has all organizational powers and all
governmental licenses, authorizations, consents and approvals required to carry on its business as
now conducted, except where the failure to be so qualified or to have the required licenses,
authorizations, consents or approvals would not reasonably be expected to have a Material Adverse
Effect.



          SECTION 4.02. Organizational and Governmental Authorization; No Contravention. The
execution, delivery



 









 







and performance by each Loan Party of this Agreement, the Notes, the Collateral
Documents, the Timberland Collateral Documents and the other Loan Documents to which such Loan
Party is a party (i) are within such Loan Party’s organizational powers, (ii) have been duly
authorized by all necessary Organizational Action, (iii) require no action by or in respect of, or
filing with, any Governmental Authority which has not been obtained or made (iv) do not contravene,
or constitute a default under, any provision of applicable law or regulation or of the
Organizational Documents and Operating Documents of such Loan Party or of any material agreement,
judgment, injunction, order, decree or other instrument binding upon such Loan Party or any of its
Subsidiaries, and (v) do not result in the creation or imposition of any Lien on any asset of such
Loan Party or any of its Subsidiaries, other than pursuant to the terms of the Loan Documents.



          SECTION 4.03. Binding Effect. This Agreement constitutes a valid and binding agreement
of the Loan Parties enforceable in accordance with its terms, and the Notes, the Collateral
Documents, the Timberland Collateral Documents and the other Loan Documents, when executed and
delivered in accordance with this Agreement, will constitute valid and binding obligations of the
Loan Parties party to such Loan Document enforceable in accordance with their respective terms,
provided that the enforceability hereof and thereof is subject in each case to general
principles of equity and to bankruptcy, insolvency and similar laws affecting the enforcement of
creditors’ rights generally.



          SECTION 4.04. Financial Information.




     (a) The audited consolidated balance sheet of the Borrower and its Consolidated
Subsidiaries as of December 31, 2007, and the related consolidated statements of income,
shareholders’ equity and cash flows for the Fiscal Year then ended, reported on by KPMG, LLP,
copies of which have been delivered to the Administrative Agent for delivery to each of the
Lenders, and the unaudited consolidated financial statements of the Borrower and its
Consolidated Subsidiaries for the interim period ended June 30, 2008, copies of which have
been delivered to each of the Lenders, fairly present, in conformity with GAAP (subject in the
case of the unaudited financial statements to footnotes and year-end adjustments), the
consolidated financial position of the Borrower and its Consolidated Subsidiaries as
of such dates and their consolidated results of operations and cash flows for such
periods stated.




     (b) Since December 31, 2007, there has been no event, act, condition or occurrence having
a Material Adverse Effect.



          SECTION 4.05. Litigation. There is no action, suit or proceeding pending, or to the
knowledge of the Loan Parties threatened, against or affecting the Loan Parties or any of their
respective Subsidiaries before any court or arbitrator or any Governmental Authority which would
reasonably be expected to have a Material Adverse Effect.



          SECTION 4.06. Compliance with ERISA.




     (a) The Loan Parties and each member of the Controlled Group have fulfilled their
obligations under the minimum funding standards of ERISA and the Code with respect to each
Plan and are in compliance with the applicable provisions of ERISA and the Code, and have not
incurred any liability to the PBGC or a Plan under Title IV of ERISA.




     (b) Neither the Loan Parties nor any member of the Controlled Group is or ever has been
obligated to contribute to any Multiemployer Plan.




     (c) The assets of the Loan Parties or any Subsidiary of any Loan Party do not and will
not constitute “plan assets,” within the meaning of ERISA, the Code and the respective
regulations promulgated thereunder. The execution, delivery and performance of this Agreement,
and the borrowing and repayment of amounts hereunder, do not and will not constitute
“prohibited transactions” under ERISA or the Code.



          SECTION 4.07. Compliance with Laws; Payment of Taxes. The Loan Parties and their
respective Subsidiaries are in compliance with all applicable laws, regulations and similar
requirements of governmental authorities, except where such compliance is being contested in good
faith through appropriate proceedings or where non-compliance, alone or in the aggregate, could not
reasonably be expected to have a Material Adverse Effect. There have been filed on behalf of the
Loan Parties and their respective Subsidiaries all Federal, state and local income, excise,
property and other tax returns which are required to be filed by them and all taxes due pursuant to
such returns or pursuant to any assessment



 









 







received by or on behalf of the Loan Parties or any
Subsidiary have been paid. The charges, accruals and reserves on the books of the Loan Parties and
their respective Subsidiaries in respect of taxes or other governmental charges are, in the opinion
of the Loan Parties, adequate. No Loan Party has been given or been requested to give a waiver of
the statute of limitation relating to the payment of Federal, state, local or foreign taxes.



          SECTION 4.08. Subsidiaries. Each of the Subsidiaries of each Loan Party is a
corporation, a limited liability company or other legal entity, duly organized, validly
existing and in good standing under the laws of its jurisdiction of organization, is duly
qualified to transact business in every jurisdiction where, by the nature of its business, such
qualification is necessary, and has all organizational powers and all governmental licenses,
authorizations, consents and approvals required to carry on its business as now conducted, except
where the failure to be so qualified or to have the required licenses, authorizations, consents or
approvals would not reasonably be expected to have a Material Adverse Effect. No Loan Party has any
Subsidiaries or Unconsolidated Affiliates except as listed on Schedule 4.24 and as set
forth in any Compliance Certificate provided to the Administrative Agent and Lenders pursuant to
Section 5.01(c) after the Closing Date, which accurately sets forth each such Subsidiary’s complete
name and jurisdiction of organization.



          SECTION 4.09. Investment Company Act, Etc. No Loan Party nor any Subsidiary of a Loan
Party is an “investment company” within the meaning of the Investment Company Act of 1940, as
amended.



          SECTION 4.10. All Consents Required. All approvals, authorizations, consents, orders
or other actions of any Person or of any Governmental Authority (if any) required in connection
with the due execution, delivery and performance by the Loan Parties of this Agreement and any Loan
Document to which any Loan Party is a party, have been obtained.



          SECTION 4.11. Ownership of Property; Liens. Each of the Loan Parties and their
respective Subsidiaries has title or the contractual right to possess its properties sufficient for
the conduct of its business and none of such properties is subject to any Lien except as permitted
in Section 5.13.



          SECTION 4.12. No Default. No Loan Party nor any of their respective Subsidiaries is in
default under or with respect to any agreement, instrument or undertaking to which it is a party or
by which it or any of its property is bound, except where such default would not reasonably be
expected to have a Material Adverse Effect. No Default or Event of Default has occurred and is
continuing.



          SECTION 4.13. [Intentionally deleted].



          SECTION 4.14. Environmental Matters.




     (a) No Loan Party nor any Subsidiary of a Loan Party is subject to any Environmental
Liability which could reasonably be expected to have a Material Adverse Effect and no Loan
Party nor any Subsidiary of a Loan Party has been designated as a potentially responsible
party under CERCLA. None of the Properties has been identified on any current or proposed
(i) National Priorities List under 40 C.F.R. § 300, (ii) CERCLIS list or (iii) any list
arising from a state statute similar to CERCLA.




     (b) No Hazardous Materials have been or are being used, produced, manufactured,
processed, treated, recycled, generated, stored, disposed of, managed or otherwise handled at,
or shipped or transported to or from the Properties or are otherwise present at, on, in or
under the Properties, or, to the best of the knowledge of the Loan Parties, at or from any
adjacent site or facility, except for Hazardous Materials, used, produced, manufactured,
processed, treated, recycled, generated, stored, disposed of, and managed or otherwise handled
in the ordinary course of business of such Loan Party or Subsidiary of a Loan Party in
compliance in all material respects with all applicable Environmental Requirements.




     (c) The Loan Parties, and each of their respective Subsidiaries, has procured all
Environmental Authorizations necessary for the conduct of the business contemplated on such
Property, and is in compliance in all material respects with all Environmental Requirements in
connection with the operation of the Properties and the Loan Party’s, and each of their
respective Subsidiary’s, respective businesses.



          SECTION 4.15. Compliance with Laws. Each Loan Party and each Subsidiary of a Loan
Party is in compliance with all applicable laws, including, without limitation, all Environmental
Laws and all regulations and requirements of the



 









 







Securities and Exchange Commission and the New
York Stock Exchange (including with respect to timely filing of reports), except where the failure
to be in compliance would not reasonably be expected to have a Material Adverse Effect.



          SECTION 4.16. Capital Securities. All Capital Securities, debentures, bonds, notes and
all other securities of each Loan Party and their respective Subsidiaries presently issued and
outstanding are validly and properly issued in accordance with all applicable laws, including, but
not limited to, the “Blue Sky” laws of all applicable states and the federal securities laws. The
issued shares of Capital Securities of each of the Loan Party’s respective Subsidiaries are owned
by the Loan Parties free and clear of any Lien or adverse claim.



          SECTION 4.17. Margin Stock. No Loan Party nor any of their respective Subsidiaries is
engaged principally, or as one of its important activities, in the business of purchasing or
carrying any Margin Stock, and no part of the proceeds of any Advance will be used to purchase or
carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any
Margin Stock, or be used for any purpose which violates, or which is inconsistent with, the
provisions of Regulation X of the Board of Governors of the Federal Reserve System. Following the
application of the proceeds from each Advance, not more than 25% of the value of the assets, either
of the Borrower only or of the Borrower and its Subsidiaries on a consolidated basis, will be
“Margin Stock.”



          SECTION 4.18. Insolvency. After giving effect to the execution and delivery of the
Loan Documents and the making of the Advances under this Agreement, no Loan Party will be
“insolvent,” within the meaning of such term as defined in § 101 of Title 11 of the United States
Code or Section 2 of either the Uniform Fraudulent Transfer Act or
the Uniform Fraudulent Conveyance Act, or any other applicable state law pertaining to
fraudulent transfers, as each may be amended from time to time, or be unable to pay its debts
generally as such debts become due, or have an unreasonably small capital to engage in any business
or transaction, whether current or contemplated.



          SECTION 4.19. Security Documents. The Collateral Documents (other than the Timberland
Collateral Documents) are effective to create in favor of the Administrative Agent, for the ratable
benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral
described therein and, upon filing of one or more UCC financing statements in the appropriate
jurisdictions, and delivery to the Administrative Agent of any instruments or certificated
securities pledged thereunder, Administrative Agent shall have a fully perfected first priority
Lien on, and security interest in, all right, title and interest of the Borrower as pledgor
thereunder, in such Collateral and the Proceeds thereof, in each case prior and superior in any
right to any other Person (subject to Permitted Encumbrances).



          SECTION 4.20. Labor Matters. There are no strikes, lockouts, slowdowns or other labor
disputes against any Loan Party or any Subsidiary of any Loan Party pending or, to the knowledge of
any Loan Party, threatened. The hours worked by and payment made to employees of the Loan Parties
and each Subsidiary of any Loan Party have been in compliance with the Fair Labor Standards Act and
any other applicable federal, state or foreign law dealing with such matters. All payments due from
the Loan Parties or any of their respective Subsidiaries, or for which any claim may be made
against the Loan Parties or any of their respective Subsidiaries, on account of wages and employee
health and welfare insurance and other benefits, have been paid or accrued as a liability on the
books of the Loan Party or such Subsidiary, as appropriate. No Loan Party nor any Subsidiary of a
Loan Party is party to a collective bargaining agreement.



          SECTION 4.21. Patents, Trademarks, Etc. The Loan Parties and their respective
Subsidiaries own, or are licensed to use, all patents, trademarks, trade names, copyrights,
technology, know-how and processes, service marks and rights with respect to the foregoing that are
material to the businesses, assets, operations, properties or condition (financial or otherwise) of
the Loan Parties and their respective Subsidiaries taken as a whole. The use of such patents,
trademarks, trade names, copyrights, technology, know-how, processes and rights with respect to the
foregoing by the Loan Parties and their respective Subsidiaries, does not infringe on the rights of
any Person, except in cases which, individually and in the aggregate, would not reasonably be
expected to have a Material Adverse Effect.



          SECTION 4.22. Insurance. The Loan Parties and each of their Subsidiaries has (either
in the name of such Loan Party or in such Subsidiary’s name), with financially sound and reputable
insurance companies, insurance in at least such amounts and against at least such risks (including
on all its property, and public liability and worker’s compensation) as are usually insured against
in the same general area by companies of established repute engaged in the same or similar
business.



 









 





          SECTION 4.23. [Intentionally deleted].



          SECTION 4.24. Ownership Structure. As of the Closing Date, Schedule 4.24 is a
complete and correct list of all Subsidiaries of the Borrower and of each Loan Party setting forth
for each such Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person
holding any Capital Securities in such Subsidiary, (iii) the nature of the Capital Securities held
by each such Person, and (iv) the percentage of ownership of such Subsidiary represented by such
Capital Securities. Except as disclosed in such Schedule, as of the Closing Date (i) the Borrower
and its Subsidiaries own, free and clear of all Liens and have the unencumbered right to vote, all
outstanding Capital Securities in each Person shown to be held by each of them on such Schedule,
(ii) all of the issued and outstanding Capital Securities of each Person are validly issued, fully
paid and nonassessable and (iii) there are no outstanding subscriptions, options, warrants,
commitments, preemptive rights or agreements of any kind (including, without limitation, any
stockholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or
outstanding securities convertible into, any additional Capital Securities of any type in, any such
Person.



          SECTION 4.25. Reports Accurate; Disclosure. All information, exhibits, financial
statements, documents, books, records or reports furnished by the Loan Parties to the
Administrative Agent or any Lender in connection with this Agreement or any Loan Document,
including without limitation all reports furnished pursuant to Section 4.04, are true, complete and
accurate in all material respects (or will be true, accurate and complete in every material respect
or based on reasonable estimates on the date as of which such information is stated or certified);
it being recognized by the Administrative Agent and the Lenders that the projections and forecasts
provided by Borrower in good faith and based upon reasonable assumptions are not to be viewed as
facts and that actual results during the period or periods covered by any such projections and
forecasts may differ from the projected or forecasted results. Neither this Agreement, nor any Loan
Document, nor any agreement, document, certificate or statement furnished to the Administrative
Agent or the Lenders in connection with the transactions contemplated hereby contains any untrue
statement of material fact or omits to state a material fact necessary in order to make the
statements contained herein or therein not misleading in light of the circumstances under which
they were made. The Loan Parties have considered all facts which, alone or in the aggregate, could
reasonably be expected to have a Material Adverse Effect and have determined that there is no fact
known to any Loan Party which is reasonably likely to have a Material Adverse Effect.



          SECTION 4.26. Location of Offices. The Borrower’s name is The St Joe Company. The
names of the Initial Guarantors are: (i) St. Joe Timberland Company of Delaware, L.L.C., (ii) St.
Joe Finance Company and (iii) St. Joe Residential Acquisitions, Inc. The location of Borrower
(within the meaning of Article 9 of the Uniform Commercial Code) is 245 Riverside Drive, Suite 500,
Jacksonville, Florida 32202. The Location of each of the Initial Guarantors (within the meaning of
Article 9 of the Uniform Commercial Code) is 245 Riverside Drive, Suite 500, Jacksonville, Florida
32202. Neither the Borrower nor the Initial Guarantor has changed its name, identity,
structure, existence or state of formation, whether by amendment of its Organizational
Documents, by reorganization or otherwise, or has changed its location (within the meaning of
Article 9 of the Uniform Commercial Code) within the four (4) months preceding the Closing Date or
any subsequent date on which this representation is made.



          SECTION 4.27. Affiliate Transactions. Except as permitted by Section 5.26, neither the
Borrower nor any Subsidiary nor any other Loan Party is a party to or bound by any agreement or
arrangement (whether oral or written) to which any Affiliate of the Borrower, any Subsidiary or any
other Loan Party is a party.



          SECTION 4.28. Broker’s Fees. Except as set forth in the Administrative Agent’s Letter
Agreement, no broker’s or finder’s fee, commission or similar compensation will be payable with
respect to the transactions contemplated hereby. Except as set forth in the Administrative Agent’s
Letter Agreement, no other similar fees or commissions will be payable by any Loan Party for any
other services rendered to the Borrower or any of its Subsidiaries ancillary to the transactions
contemplated hereby.



          SECTION 4.29. Survival of Representations and Warranties, Etc. All statements
contained in any certificate, financial statement (other than financial projections) or other
instrument delivered by or on behalf of the Borrower, any Subsidiary or any other Loan Party to the
Administrative Agent or any Lender pursuant to or in connection with this Agreement or any of the
other Loan Documents (including, but not limited to, any such statement made in or in connection
with any amendment thereto or any statement contained in any certificate, financial statement or
other instrument delivered by or on behalf of any Loan Party prior to the Closing Date and
delivered to the Administrative Agent or any Lender in connection with the underwriting or closing
of the transactions contemplated hereby) shall constitute representations and warranties made by
the Loan Parties in favor of the Administrative Agent and each of the



 









 







Lenders under this Agreement.
All such representations and warranties shall survive the effectiveness of this Agreement, the
execution and delivery of the Loan Documents and the making of the Advances.



          SECTION 4.30. Loans and Investments. No Loan Party nor any of their respective
Subsidiaries has made a loan, advance or Investment which is outstanding or existing as of August
31, 2008, except as set forth on Schedule 4.30, and since August 31, 2008, no Loan Party
nor any of their respective Subsidiaries has made any loan, advance or Investment that would give
rise to a Default or Event of Default hereunder.



          SECTION 4.31. No Default or Event of Default. No event has occurred and is continuing
and no condition exists, or would result from any Advance or from the application of the proceeds
therefrom, which constitutes or would reasonably be expected to constitute a Default or Event of
Default.



          SECTION 4.32. USA Patriot Act; OFAC.




     (a) No Loan Party nor any Affiliate of a Loan Party is (1) a country, territory,
organization, person or entity named on an OFAC list, (2) a Person that resides or has a place
of business in a country or territory named on such lists or which is designated as a
Non-Cooperative Jurisdiction by the Financial Action Task Force on Money Laundering (“FATF”),
or whose subscription funds are transferred from or through such a jurisdiction; (3) a
“Foreign Shell Bank” within the meaning of the Patriot Act, i.e., a foreign lender that does
not have a physical presence in any country and that is not affiliated with a Lender that has
a physical presence and an acceptable level of regulation and supervision; or (4) a person or
entity that resides in or is organized under the laws of a jurisdiction designated by the
United States Secretary of the Treasury under Section 311 or 312 of the Patriot Act as
warranting special measures due to money laundering concerns.




     (b) No Loan Party or any Affiliate of a Loan Party (i) is a Sanctioned Entity, (ii) has a
more than 10% of its assets located in Sanctioned Entities, or (iii) derives more than 10% of
its operating income from investments in, or transactions with Sanctioned Entities. The
proceeds of any Advance will not be used and have not been used to fund any operations in,
finance any investments or activities in or make any payments to, a Sanctioned Entity. No Loan
Party or any Affiliate of a Loan Party are in violation of and shall not violate any of the
country or list based economic and trade sanctions administered and enforced by OFAC that are
described or referenced at http://www.ustreas.gov/offices/enforcement/ofac/ or as otherwise
published from time to time.



          SECTION 4.33. Material Contracts. Schedule 4.33 is a true, correct and
complete listing of all contracts to which any Loan Party is a party, the breach of or failure to
perform which, either by a Loan Party or other party to such contract, could reasonably be expected
to have a Material Adverse Effect (“Material Contract”). The Borrower, its Subsidiaries and the
other Loan Parties that is a party to any Material Contract has performed and is in compliance in
all material respects such Material Contract, and no Loan Party has knowledge of any default or
event of default, or event or condition which with the giving of notice, the lapse of time, or
both, would constitute such a default or event of default, that exists with respect to any such
Material Contract.



          SECTION 4.34. Mortgaged Properties. Schedule 1.01, as amended by the most recent
Compliance Certificate, if any, delivered by the Borrower to the Administrative Agent, is a correct
and complete list of all Identified Mortgaged Properties. All Mortgaged Properties are owned in fee
simple by St. Joe Timberland. The representations and warranties of St. Joe Timberland set forth in
Sections 6(e), 6(g), 6(j) and 6(k) of the Security Agreement in the form attached hereto as
Exhibit H and in Sections 2.04 and 8.02 of the Mortgage in the form attached hereto as Exhibit J,
with respect to each Property owned by St. Joe Timberland, are true and correct in all material
respects.



ARTICLE V




COVENANTS



          The Borrower and Guarantors agree, jointly and severally, that, so long as any Lender has any
Revolver Commitment hereunder or any Obligation remains unpaid:



          SECTION 5.01. Information. The Borrower will deliver to the Administrative Agent, who
will then promptly deliver to each of the Lenders:



 









 






     (a) as soon as available and in any event within 75 days after the end of each Fiscal
Year, a consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the
end of such Fiscal Year and the related consolidated statements of income, shareholders’
equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the
figures for the previous Fiscal Year, all certified by KPMG, LLP or other independent public
accountants reasonably acceptable to the Administrative Agent, with such certification to be
free of exceptions and qualifications not acceptable to the Required Lenders;




     (b) as soon as available and in any event within 45 days after the end of each of the
first three Fiscal Quarters of each Fiscal Year, a consolidated balance sheet of the Borrower
and its Consolidated Subsidiaries as of the end of such Fiscal Quarter and the related
statement of income and statement of cash flows for such Fiscal Quarter and for the portion of
the Fiscal Year ended at the end of such Fiscal Quarter, setting forth in each case in
comparative form the figures for the corresponding Fiscal Quarter and the corresponding
portion of the previous Fiscal Year, all certified (subject to normal year-end adjustments) as
to fairness of presentation, GAAP and consistency by the chief financial officer of the
Borrower;




     (c) simultaneously with the delivery of each set of financial statements referred to in
clauses (a) and (b) above, a certificate, substantially in the form of Exhibit M and with
compliance calculations in form and content satisfactory to the Administrative Agent (a
“Compliance Certificate”), of the chief financial officers or authorized officers of the
Borrower (i) setting forth in reasonable detail the calculations required to establish whether
the Loan Parties were in compliance with the requirements of Sections 5.03, 5.04, 5.05, 5.06,
5.07, 5.08, 5.09, 5.10, 5.11, 5.12. 5.30 and 5.36 on the date of such financial statements,
(ii) setting forth the identities of the respective Subsidiaries on the date of such financial
statements, (iii) setting forth a list of all Properties acquired and sold or otherwise
transferred by St. Joe Timberland since the date of the delivery of the previous Compliance
Certificate, such list to identify such Property’s location, indicating whether such Property
is an Identified Mortgaged Property and certifying that all documents, information and other
materials required to be delivered pursuant to Section 5.31 have been previously delivered or
are being delivered with respect to any such acquired Property which is Identified Mortgaged
Property, (iv) setting forth the ratio of Total Indebtedness to Total Asset Value as of the
end of the applicable fiscal period and (v) stating whether any Default exists on the date of
such certificate and, if any Default then exists, setting forth the details thereof and the
action which the Loan Parties are taking or propose to take with respect thereto;




     (d) simultaneously with the delivery of each set of annual financial statements referred
to in paragraph (a) above, a statement of the firm of independent public accountants which
reported on such statements to the effect that nothing has come to their attention to cause
them to believe that any Default existed on the date of such financial statements;




     (e) within 5 Domestic Business Days after any Responsible Officer of the Borrower becomes
aware of the occurrence of any Default, a certificate of the chief financial officers or
authorized officers of the Borrower setting forth the details thereof and the action which the
Borrower is taking or proposes to take with respect thereto;




     (f) [Intentionally deleted];




     (g) if and when the Borrower or any member of the Controlled Group (i) gives or is
required to give notice to the PBGC of any “reportable event” (as defined in Section 4043 of
ERISA) with respect to any Plan which might constitute grounds for a termination of such Plan
under Title IV of ERISA, or knows that the plan administrator of any Plan has given or is
required to give notice of any such reportable event, a copy of the notice of such reportable
event given or required to be given to the PBGC; (ii) receives notice of complete or partial
withdrawal liability under Title IV of ERISA, a copy of such notice; or (iii) receives notice
from the PBGC under Title IV of ERISA of an intent to terminate or appoint a trustee to
administer any Plan, a copy of such notice;




     (h) promptly after any Responsible Officer of the Borrower knows of the commencement
thereof, notice of any litigation, dispute or proceeding (and any material development in
respect of such proceedings) involving a claim against a Loan Party and/or any Subsidiary of a
Loan Party that would reasonably be expected to result in a Material Adverse Effect;




     (i) within 5 Domestic Business Days after any Responsible Officer of the Borrower becomes
aware that during any period of 12 consecutive months Total Asset Value shall decrease by more
than 5.0% of Total Asset Value as of the beginning of such 12-month period;



 









 






     (j) simultaneously with the delivery of each set of financial statements referred to in
clauses (a) and (b) above, and within 5 Domestic Business Days of the Administrative Agent’s
request with respect to any other date, a certificate (the “Margin and Fee Rate Certificate”)
substantially in the form attached hereto as Exhibit K, reflecting the information
needed for a determination of the ratio of Total Indebtedness to Total Asset Value, the
Applicable Margin and the Applicable Facility Fee Rate as at the end of such quarterly
accounting period, fiscal year or other date, as the case may be, in such form as
Administrative Agent shall in its sole discretion approve, together with Borrower’s
calculation of the ratio of Total Indebtedness to Total Asset Value, Applicable Margin and
Applicable Facility Fee
Rate, all as at the end of such quarterly accounting period, fiscal year or other date,
as the case may be. Such Margin and Fee Rate Report shall be certified as to truth and
accuracy by the Chief Financial Officer or other authorized officer of Borrower;




     (k) within 45 days after the end of each Fiscal Quarter, reports in form and content
reasonably satisfactory to the Administrative Agent, regarding the Mortgaged Property,
including (i) any changes to the information contained in Schedule 1.01, (ii) the current
total number of acres which comprise the Mortgaged Property, and (iii) any sales or transfers
of Mortgaged Property; and




     (l) from time to time such additional information regarding the financial position or
business of the Borrower, its Subsidiaries, and each Loan Party as the Administrative Agent,
at the request of any Lender, may reasonably request.



          SECTION 5.02. Inspection of Property, Books and Records. The Borrower will (i) keep,
and will cause each of its Subsidiaries to keep, proper books of record and account (in a manner to
allow financial statements to be prepared in conformity with GAAP) of all material dealings and
transactions in relation to its business and activities; (ii) permit, and will cause each
Subsidiary of the Borrower and each Loan Party to permit, during normal business hours and with
reasonable prior notice which notice shall not be required in the case of an emergency, the
Administrative Agent or its designee, at the expense of the Borrower and Loan Parties, to perform
periodic field audits and investigations of the Borrower, the Loan Parties and the Collateral, from
time to time; and (iii) permit, and will cause each Subsidiary to permit, during normal business
hours and with reasonable prior notice, representatives of any Lender at the Borrower’s expense to
visit and inspect any of their respective properties, to examine and make abstracts from any of
their respective books of record and account and to discuss their respective affairs, finances and
accounts with their respective officers, and employees, and with the participation of a Responsible
Officer, their independent public accountants. The Loan Parties agree to cooperate and assist in
such visits and inspections, in each case at such reasonable times and as often as may reasonably
be desired.



          SECTION 5.03. Ratio of Total Indebtedness to Total Asset Value. The ratio of Total
Indebtedness to Total Asset Value will not at any time exceed 50%. For the purposes of determining
compliance with such covenant, indebtedness of a Qualified SPE attributable to Qualified Senior
Notes shall be excluded and Qualified Installment Sale Notes shall not be included in
determinations of Total Asset Value.



          SECTION 5.04. Unencumbered Leverage Ratio. The ratio of Unencumbered Asset Value to
Unsecured Debt shall not at any time be less than 2.00 to 1.00. For the purposes of determining
compliance with such covenant, indebtedness of a Qualified SPE attributable to Qualified Senior
Notes shall be excluded and Qualified Installment Sale Notes shall not be included in
determinations of Total Asset Value.



          SECTION 5.05. Capital Expenditures. Capital Expenditures after the Closing Date will
not exceed the aggregate sum of $500,000,000; provided that after giving effect
to the incurrence of any Capital Expenditures permitted by this Section, no Default shall have
occurred and be continuing.



          SECTION 5.06. Sale/Leasebacks. The Loan Parties shall not, nor shall they permit any
Subsidiary to, enter into any Sale/Leaseback Transaction in which the fair market value of the real
or personal property to be sold or transferred in such Sale/Leaseback Transaction, when aggregated
with the fair market value of all real or personal property sold or transferred in all
Sale/Leaseback Transactions entered into by any Loan Parties or any Subsidiary after the Closing
Date, shall exceed in the aggregate the amount of $50,000,000.



          SECTION 5.07. Minimum Consolidated Tangible Net Worth. Consolidated Tangible Net Worth
shall at no time be less than 95% of the Consolidated Tangible Net Worth on June 30, 2008 plus 100%
of the cumulative Net Proceeds of Capital Stock/Conversion of Debt received during any period after
June 30, 2008, calculated quarterly at the end of each Fiscal Quarter.



 









 





          SECTION 5.08. Acquisitions. No Loan Party nor any Subsidiary of a Loan Party shall
make any Acquisition, or take any action to solicit the tender of securities or proxies in respect
thereof in order to effect any Acquisition, unless (i) the board of directors or comparable
governing body of the Person to be (or whose assets are to be) acquired has approved such
Acquisition and the line or lines of business of the Person to be acquired are substantially the
same as or reasonably related to one or more line or lines of business conducted by the Borrower,
(ii) no Default or Event of Default shall have occurred and be continuing either immediately prior
to or immediately after giving effect to such Acquisition and the Borrower shall have furnished to
the Administrative Agent and each Lender (A) if the aggregate Costs of Acquisition incurred by any
Loan Party or any Subsidiary of a Loan Party in any single transaction or in a series of related
transactions exceeds $100,000,000, pro forma historical financial statements as of the end of the
most recently completed Fiscal Year of the Borrower and most recent interim Fiscal Quarter, if
applicable giving effect to such Acquisition and (B) a certificate in the form of Exhibit O
prepared on a historical pro forma basis as of the most recent date for which financial statements
have been furnished pursuant to Section 5.01 giving effect to such Acquisition, which certificate
shall demonstrate that no Default or Event of Default would exist immediately after giving effect
thereto, (iii) the Person acquired shall be a Subsidiary, or be merged into the Borrower or a
Wholly Owned Subsidiary of the Borrower, immediately upon consummation of the Acquisition (or if
assets are being acquired, the acquiror shall be the Borrower or a Subsidiary of the Borrower), and
(iv) after giving effect to such Acquisition, the aggregate Costs of Acquisition incurred by the
Loan Parties and all Subsidiaries of the Loan Parties after the Closing Date shall not exceed
$250,000,000 in the aggregate.



          SECTION 5.09. Minimum Liquidity. The Borrower will maintain, at all times, Liquidity
of not less than $20,000,000.



          SECTION 5.10. Loans or Advances. No Loan Party nor any Subsidiary of a Loan Party
shall make loans or advances to any Person except: (i) employee loans or advances that do not
exceed $10,000,000 in the aggregate at any one time outstanding made in the ordinary course of
business and consistently with practices existing on December 31, 2007; (ii) deposits required by
government agencies or public utilities; (iii) loans or advances to the Borrower or any
Wholly-Owned Subsidiary that is a Guarantor; provided, all such Debt shall be subordinated
in right of payment to the payment in full of the Obligations pursuant to the terms of an
intercompany subordination agreement that is reasonably satisfactory to Administrative Agent
(“Subordination Agreement”); (iv) existing loans and advances set forth on Schedule 5.10; and
(v) loans and advances not otherwise permitted under this Section 5.10 which do not exceed
$150,000,000 in the aggregate outstanding (exclusive of Qualified Installment Sale Transactions);
provided that after giving effect to the making of any loans, advances or deposits permitted by
clause (i), (ii), (iii) or (v) of this Section, no Default shall have occurred and be continuing.
All loans or advances permitted under this Section 5.10 (other than loans or advances pursuant to
clause (iii)) shall be evidenced by written promissory notes.



          SECTION 5.11. Restricted Payments. The Loan Parties will not declare or make any
Restricted Payment during any Fiscal Year, except that:




     (a) any Subsidiary of the Borrower may pay Restricted Payments to the Borrower or any
other Wholly Owned Subsidiary of the Borrower; provided that St. Joe Finance Company shall be
permitted to make cash distributions to its preferred shareholders in an amount not to exceed
$20,000 per annum; and




     (b) the Borrower may declare or make Restricted Payments to its owners of Capital
Securities payable solely in cash or its common stock provided that the aggregate amount of
Restricted Payments made after January 1, 2008 does not exceed the cumulative Consolidated Net
Income for all fiscal periods after January 1, 2007 (expressly including in such calculations
Fiscal Quarters in which Consolidated Net Income is negative).



          The Borrower shall not make any of the Restricted Payments described in clauses (a) and (b)
above unless (i) at the time when any such Restricted Payment is to be made, no Default or Event of
Default has occurred and is continuing or would result therefrom; (ii) after giving effect to the
making of such Restricted Payment, the Borrower would be in compliance with the requirements of
Article V, on a pro forma basis, determined as of the last day of the last Fiscal Quarter of
Borrower for which the Borrower has provided financial statements and the corresponding Compliance
Certificate to the Administrative Agent and Lenders as if such Restricted Payment had been paid
during such Fiscal Quarter; and (iii) the chief executive officer, chief financial officer or other
authorized officer of the respective Borrower shall have certified to the Administrative Agent and
Lenders as to compliance with the preceding clauses (i) and (ii) in a certificate attaching
calculations (however, such requirement for a Compliance Certificate shall not apply to the
Restricted Payments described in clause (a) above).



 









 





          SECTION 5.12. Investments. No Loan Party nor any Subsidiary of a Loan Party shall make
Investments in any Person except as permitted by Sections 5.08 and 5.10(i) through (v) and except
Investments in (i) Cash and Cash Equivalents, (ii) commercial paper rated A-1 or the equivalent
thereof by Standard & Poor’s Corporation or P-1 or the equivalent thereof by Moody’s Investors
Service, Inc. and in either case maturing within 12 months after the date of acquisition,
(iii) tender bonds the payment of the principal of and interest on which is fully supported by a
letter of credit issued by a United States Bank whose long-term certificates of deposit are rated
at least AA or the equivalent thereof by Standard & Poor’s Corporation or AA or the equivalent
thereof by Moody’s Investors Service, Inc., (iv) any Guarantor; (v) existing Investments set forth
on Schedule 5.12; (vi) Investments in Qualified Installment Sale Transactions, and
(vii) Investments not otherwise permitted under this Section 5.12, made in the ordinary course of
business that do not exceed $250,000,000 in the aggregate at any one time (exclusive of Qualified
Installment Sale Transactions), and at the time when any such Investment is to be made, and after
giving effect thereto, no Default or Event of Default exists.



          SECTION 5.13. Negative Pledge. No Loan Party nor any Subsidiary of a Loan Party will
create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it,
except:




     (a) Liens existing on the date of this Agreement encumbering assets (other than
Collateral) securing Debt outstanding on the date of this Agreement, in each case as described
and in the principal amounts set forth on Schedule 5.13;




     (b) Liens for taxes, assessments or similar charges, incurred in the ordinary course of
business that are not yet due and payable or that are being contested in good faith and with
due diligence by appropriate proceedings;




     (c) pledges or deposits made in the ordinary course of business to secure payment of
workers’ compensation, or to participate in any fund in connection with workers’ compensation,
unemployment insurance, old-age pensions or other social security programs which in no event
shall become a Lien prior to any Collateral Documents (including any Timberland Collateral
Documents);




     (d) Liens of mechanics, materialmen, warehousemen, carriers or other like liens, securing
obligations incurred in the ordinary course of business that: (1) are not yet due and payable
and which in no event shall become a Lien prior to any Collateral Documents (including any
Timberland Collateral Documents); or (2) are being contested diligently in good faith pursuant
to appropriate proceedings and with respect to which the Loan Party has established reserves
reasonably satisfactory to the Administrative Agent and which in no event shall become a Lien
prior to any Collateral Documents (including any Timberland Collateral Documents);




     (e) good faith pledges or deposits made in the ordinary course of business to secure
performance of bids, tenders, contracts (other than for the repayment of
borrowed money) or leases, or to secure statutory obligations, or surety, appeal,
indemnity, performance or other similar bonds required in the ordinary course of business
which in no event shall become a Lien prior to any Collateral Document (including any
Timberland Collateral Documents);




     (f) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt
secured by any Lien permitted by any of the foregoing clauses of this Section,
provided that (i) such Debt is not secured by any additional assets, and (ii) the
amount of such Debt secured by any such Lien is not increased;




     (g) encumbrances consisting of zoning restrictions, easements or other restrictions on
the use of real property, none of which materially impairs the use of such property by
Borrower in the operation of its business, and none of which is violated in any material
respect by existing or proposed restrictions on land use;




     (h) (1) that certain Wood Fiber Supply Agreement dated July 1, 2000, between St. Joe
Timberland and Jefferson Smurfit Corporation; and (2) timber or fiber supply agreements which
when combined with all other timber or fiber supply agreements entered into after the date of
this Agreement encumber less than 50,000 acres in the aggregate unless approved by the
Administrative Agent (which consent shall not be unreasonably withheld);




     (i) any Lien on Margin Stock;




     (j) any Lien imposed as a result of a taking under the exercise of the power of eminent
domain by any governmental body or by any Person acting under governmental authority;



 









 






     (k) agreements executed by a Qualified SPE and not by any Loan Party relating to a
Qualified Installment Sale Transaction;




     (l) Liens on not more than 25,000 acres of Land in the aggregate (the “Encumbered Land”)
securing Debt (other than indebtedness represented by the Notes) permitted under
Section 5.30(d) in an aggregate amount at any time outstanding not to exceed $125,000,000;




     (m) any Lien created by that certain Agreement dated October 27, 2006, between The St.
Joe Company and the Florida Department of Transportation regarding the conveyance of
approximately 4,000 acres for transportation purposes;




     (n) Liens securing the Administrative Agent and the Lenders created or arising under the
Loan Documents.




     Notwithstanding anything contained in this Section 5.13 to the contrary, no Loan Party or
any Subsidiary of a Loan Party will create, assume or suffer to exist
any Lien on the Collateral except Liens in favor of the Secured Parties under the
Collateral Documents and the Permitted Encumbrances.



          SECTION 5.14. Maintenance of Existence, etc. Each Loan Party shall, and shall cause
each Subsidiary of a Loan Party to, maintain its organizational existence and carry on its business
in substantially the same manner and in substantially the same line or lines of business or line or
lines of business reasonably related to the business now carried on and maintained. Any Subsidiary
pledging Collateral hereunder shall be organized as a corporation, limited liability company,
limited partnership or other legal entity.



          SECTION 5.15. Dissolution. No Loan Party nor any Subsidiary of a Loan Party shall
suffer or permit dissolution or liquidation either in whole or in part or redeem or retire any
shares of its own Capital Securities or that of any Subsidiary of a Loan Party, except: (1) through
corporate or company reorganization to the extent permitted by Section 5.16, (2) the dissolution of
a Subsidiary (other than St. Joe Timberland) which is not a Material Domestic Subsidiary into the
Borrower or any other Subsidiary and the dissolution of a Material Domestic Subsidiary (other than
St. Joe Timberland) into the Borrower or any other Loan Party; and (3) Restricted Payments
permitted by Section 5.11.



          SECTION 5.16. Consolidations, Mergers and Sales of Assets. No Loan Party will, nor
will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease
or otherwise transfer all or any substantial part of its assets to, any other Person, or
discontinue or eliminate any business line or segment provided that (a) pursuant to the
consummation of an Acquisition permitted under Section 5.08 (but not otherwise) a Loan Party may
merge with another Person if (i) such Person was organized under the laws of the United States of
America or one of its states, (ii) the Loan Party is the Person surviving such merger,
(iii) immediately after giving effect to such merger, no Default shall have occurred and be
continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the Person
surviving such merger; (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one
another or with the Borrower (so long as the Borrower is the surviving entity in such case); (c) a
Loan Party and any Subsidiary may sell assets for fair value in the ordinary course of business;
(d) a Subsidiary that is not a Material Domestic Subsidiary may discontinue or eliminate any
nonmaterial business line; and (e) the foregoing limitation on the sale, lease or other transfer of
assets shall not prohibit a transfer of assets (in a single transaction or in a series of related
transactions) unless the assets to be so transferred shall cause St. Joe Timberland to hold less
than 250,000 acres of Land as fee simple owner (excluding any Encumbered Land (as defined in
Section 5.13(l)); provided that, notwithstanding any of the foregoing, after a Trigger Event has
occurred, St. Joe Timberland shall not sell, lease or otherwise transfer, or enter into any
agreement or arrangement to sell, lease or otherwise transfer, any of its Properties or other
assets without the prior written consent of the Administrative Agent (in its sole discretion).



          SECTION 5.17. Use of Proceeds. No portion of the proceeds of any Advance or Letter of
Credit will be used by the Borrower or any Subsidiary (i) in connection with, either directly or
indirectly, any tender offer for, or other acquisition of, stock of any corporation with a view
towards obtaining control of such other corporation, except as permitted by Section 5.08
(ii) directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of
purchasing or carrying any Margin Stock, or (iii) for any purpose in violation of any applicable
law or regulation. Except as otherwise provided herein, the proceeds of the Advances and Letters of
Credit shall be used to: (i) refinance existing indebtedness of the Borrower; (ii) for working
capital, capital expenditures and other lawful corporate purposes, and (iii) to pay fees and
expenses incurred in connection with this Agreement. No part of the proceeds of any Advance or
Letter of Credit will be used, whether directly or indirectly, for any purpose that would violate
any rule or regulation of



 









 







the Board of Governors of the Federal Reserve System, including
Regulations T, U or X.



          SECTION 5.18. Compliance with Laws; Payment of Taxes. Each Loan Party will, and will
cause each Subsidiary of a Loan Party and each member of the Controlled Group to, comply in all
material respects with applicable laws (including but not limited to ERISA and the USA Patriot
Act), regulations and similar requirements of governmental authorities (including but not limited
to PBGC), except where the necessity of such compliance is being contested in good faith through
appropriate proceedings diligently pursued. Each Loan Party will, and will cause each Subsidiary of
a Loan Party to, pay promptly when due all taxes, assessments, governmental charges, claims for
labor, supplies, rent and other obligations which, if unpaid, might become a lien against the
property of a Loan Party or any Subsidiary of a Loan Party, except liabilities being contested in
good faith by appropriate proceedings diligently pursued and against which, if requested by the
Administrative Agent, the Borrower shall have set up reserves in accordance with GAAP. Each Loan
Party will, and will cause each Subsidiary of a Loan Party to, comply in all material respects with
the terms and conditions of all Material Contracts to which it is a party.



          SECTION 5.19. Insurance. Each Loan Party will maintain, and will cause each Subsidiary
of a Loan Party to maintain (either in the name of such Loan Party or in such Subsidiary’s own
name), with financially sound and reputable insurance companies, insurance on all its Property in
at least such amounts and against at least such risks as are usually insured against in the same
general area by companies of established repute engaged in the same or similar business. Upon
request, the Loan Parties shall promptly furnish the Administrative Agent copies of all such
insurance policies or certificates evidencing such insurance and such other documents and evidence
of insurance as the Administrative Agent shall request.



          SECTION 5.20. Change in Fiscal Year. No Loan Party will make any significant change in
accounting treatment or reporting practices, except as required by GAAP, or change its Fiscal Year
without the consent of the Required Lenders.



          SECTION 5.21. Maintenance of Property. Each Loan Party shall, and shall cause each
Subsidiary of a Loan Party to, maintain all of its properties and assets in good condition, repair
and working order, ordinary wear and tear excepted.



          SECTION 5.22. Environmental Notices. Each Loan Party shall furnish to the Lenders and
the Administrative Agent prompt written notice of all material Environmental Liabilities, pending
or threatened Environmental Proceedings, Environmental Notices, Environmental Judgments and Orders,
and Environmental Releases at, on, in, under or in any way affecting the Properties or any adjacent
property, and all facts, events, or conditions that could reasonably be expected to lead to any of
the foregoing.



          SECTION 5.23. Environmental Matters. No Loan Party or any Subsidiary of a Loan Party
will, nor will any Loan Party permit any Third Party to, use, produce, manufacture, process, treat,
recycle, generate, store, dispose of, manage at, or otherwise handle or ship or transport to or
from the Properties any Hazardous Materials except for Hazardous Materials such as cleaning
solvents, pesticides and other similar materials used, produced, manufactured, processed, treated,
recycled, generated, stored, disposed, managed or otherwise handled in minimal amounts in the
ordinary course of business in compliance in all material respects with all applicable
Environmental Requirements.



          SECTION 5.24. Environmental Release. Each Loan Party agrees that upon the occurrence
of an Environmental Release at, under or on any of the Properties it will act immediately to
investigate the extent of, and to take appropriate remedial action to eliminate, such Environmental
Release, whether or not ordered or otherwise directed to do so by any Environmental Authority.



          SECTION 5.25. Additional Covenants, Etc. In the event that at any time this Agreement
is in effect or any Note remains unpaid any Loan Party shall enter into any agreement, guarantee,
indenture or other instrument governing, relating to, providing for commitments to advance or
guaranteeing any Financing (excluding Qualified Installment Sale Transactions) or to amend any
terms and conditions applicable to any Financing (excluding Qualified Installment Sale
Transactions), which agreement, guarantee, indenture or other instrument includes covenants,
warranties, representations, defaults or events of default (or any other type of restriction which
would have the practical effect of any of the foregoing, including, without limitation, any “put”
or mandatory prepayment of such debt) or other terms or conditions not substantially as, or in
addition to those, provided in this Agreement or any other Loan Document, or more favorable to the
lender or other counterparty thereunder than those provided in this Agreement or any other Loan
Document, the Loan



 









 







Party shall promptly so notify the Administrative Agent and the Lenders.
Thereupon, if the Administrative Agent shall request by written notice to the Loan Party (after a
determination has been made by the Required Lenders that any of the above referenced documents or
instruments contain any provisions which either individually or in the aggregate are more favorable
than one of the provisions set forth herein), the Loan Parties, the Administrative Agent and the
Lenders shall enter into an amendment to this Agreement providing for substantially the same such
covenants,
warranties, representations, defaults or events of default or other terms or conditions as
those provided for in such agreement, guarantee, indenture or other instrument, to the extent
required and as may be selected by the Administrative Agent, such amendment to remain in effect,
unless otherwise specified in writing by the Administrative Agent, for the entire duration of the
term of such Financing (to and including the date to which the same may be extended at the option
of the Loan Party), provided that if any such agreement, guarantee, indenture or other
instrument shall be subsequently modified, supplemented, amended or restated so as to modify, amend
or eliminate from such agreement, guarantee, indenture or other instrument any such covenant,
warranty, representation, default or event of default or other term or condition so made a part of
this Agreement, then unless otherwise required by the Administrative Agent pursuant to this
Section, the Loan Documents shall be modified so as to conform the provisions previously
incorporated pursuant to this Section 5.25 to such provisions as subsequently modified,
supplemented or amended.



          SECTION 5.26. Transactions with Affiliates. No Loan Party nor any Subsidiary of a Loan
Party shall enter into, or be a party to, any transaction with any Affiliate of a Loan Party or
such Subsidiary (which Affiliate is not a Loan Party or a Subsidiary of a Loan Party), except as
permitted by law and in the ordinary course of business and pursuant to reasonable terms which are
no less favorable to the Loan Party or such Subsidiary than would be obtained in a comparable arm’s
length transaction with a Person which is not an Affiliate; provided, however, Qualified
Installment Sale Transactions shall not be subject to the requirement that they be in the ordinary
course of business.



          SECTION 5.27. Joinder of Subsidiaries.




     (a) The Loan Parties shall cause any Person which becomes a Material Domestic Subsidiary
of a Loan Party after the Closing Date to become a party to, and agree to be bound by the
terms of, this Agreement and the other Loan Documents pursuant to a Joinder Agreement,
substantially in the form attached hereto as Exhibit D and otherwise satisfactory to the
Administrative Agent in all respects and executed and delivered to the Administrative Agent
within fifteen (15) Domestic Business Days after the day on which such Person became a
Material Domestic Subsidiary. The Loan Parties shall also cause the items specified in
Section 3.01(c), (e) and (j) to be delivered to the Administrative Agent concurrently with the
instrument referred to above, modified appropriately to refer to such instrument and such
Subsidiary. The Borrower covenants and agrees that notwithstanding the definition of Material
Subsidiaries and Excluded Subsidiaries at no time shall Subsidiaries that are not Guarantors
own directly or indirectly more than 10% of the aggregate Total Asset Value of the Borrower
and its Subsidiaries. For purposes of the foregoing proviso, Qualified SPEs and any Excluded
Subsidiary described in subsection 1 of the definition of Excluded Subsidiary, the sole
purpose of which is to defease debt of such Subsidiary and which owns Cash Equivalents in an
amount reasonably determined to be sufficient to defease such debt, shall be disregarded.




     (b) The Loan Parties shall, or shall cause any Subsidiary (the “Pledgor Subsidiary”) to
pledge: (a) the lesser of 65% or the entire interest owned by the Loan Parties and such
Pledgor Subsidiary, of the Capital Securities or equivalent equity interests in any Person
which becomes a Material Foreign Subsidiary after the Closing Date; and (b) the entire
interest owned by the Loan Parties and such Pledgor Subsidiary, of the Capital Securities or
equivalent equity interest in any Person which becomes a Material Domestic Subsidiary after
the Closing Date, all pursuant to a Pledge Agreement executed and delivered by the Loan
Parties or such Pledgor Subsidiary to the Administrative Agent within ten (10) Domestic
Business Days after the day on which such Person became a Material Domestic Subsidiary or
Material Foreign Subsidiary, as the case may be, and shall deliver to the Administrative Agent
such shares of capital stock together with stock powers executed in blank. The Loan Parties
shall also cause the items specified in Section 3.01(c), (e) and (j) to be delivered to the
Administrative Agent concurrently with the pledge agreement referred to above, modified
appropriately to refer to such pledge agreement, the pledgor and such Subsidiary.




     (c) Once any Subsidiary becomes a party to this Agreement in accordance with Section
5.27(a) or any Capital Securities (or equivalent equity interests) of a Subsidiary are pledged
to the Administrative Agent in accordance with Section 5.27(b), such Subsidiary (including,
without limitation, all Initial Guarantors) thereafter shall remain a party to this Agreement
and the Capital Securities (or equivalent equity interests) in such Subsidiary (including,
without limitation, all initial Subsidiaries) shall remain subject to the pledge to the
Administrative Agent, as the case may be,



 









 







even if such Subsidiary ceases to be a Subsidiary;
provided that if a Subsidiary ceases to be a Subsidiary of the Borrower as a result of the
Borrower’s transfer or sale of one hundred percent (100%) of the capital stock of such
Subsidiary in accordance with and to the extent permitted by the terms of Section 5.16, the
Administrative Agent and the Lenders agree to release such Subsidiary from this Agreement and
release the Capital Securities of such Subsidiary from the Pledge Agreement.



          SECTION 5.28. No Restrictive Agreement. No Loan Party will, nor will any Loan Party
permit any of its Subsidiaries to, enter into, after the date of this Agreement, any indenture,
agreement, instrument or other arrangement that, directly or indirectly, prohibits or restrains, or
has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, any of
the following by the Loan Party or any such Subsidiary: the incurrence or payment of Debt, the
granting of Liens, the declaration or payment of Restricted Payments or other distributions in
respect of Capital Securities of the Loan Party or any Subsidiary, the making of loans, advances or
Investments or the sale, assignment, transfer or other disposition of property, real, personal,
intangible or tangible.



          SECTION 5.29. Partnerships. No Loan Party shall become a general partner in any
general or limited partnership.



          SECTION 5.30. Additional Debt. No Loan Party or Subsidiary of a Loan Party shall
directly or indirectly issue, assume, create, incur or suffer to exist any Debt or the equivalent
(including obligations under capital leases), except for: (a) the Debt owed to the Lenders under
the Loan Documents; (b) the Debt existing and outstanding on the Closing Date described on
Schedule 5.30; (c) intercompany Debt permitted by Section 5.10(iii), provided that such
Debt is at all times subordinated to the Obligations pursuant to the Subordination Agreement; and
(d) Debt not otherwise permitted under this Section 5.30, the aggregate outstanding principal
amount of which shall not, at any time, exceed $250,000,000 (provided, however, indebtedness of a
Qualified SPE in respect of Qualified Installment Sale Transactions shall not be subject to this
Section).



          SECTION 5.31. Maintenance and Substitution of Identified Mortgaged Property. St. Joe
Timberland at all times (i) shall maintain fee simple ownership of not fewer than 250,000 acres of
Land (excluding any Encumbered Land (as defined in Section 5.13(l)) and (ii) shall have set forth
on Schedule 1.01 a listing and legal descriptions of Property it owns in fee simple that in the
aggregate consists of at least 200,000 acres (excluding any Encumbered Land (as defined in Section
5.13(l)). At any time when no Trigger Event has occurred, the Borrower may substitute or replace
one or more of the Identified Mortgaged Properties with one or more Properties owned in fee simple
by St. Joe Timberland that are not then Identified Mortgaged Properties subject to the following
conditions: (x) the covenants in the preceding sentence are satisfied after giving effect to such
substitution or replacement, (y) receipt by the Administrative Agent of all items described in
Section 3.01(m) with respect to such substitute or replacement Identified Mortgaged Property, all
reasonably satisfactory to the Administrative Agent and (z) receipt by the Administrative Agent of
an updated Schedule 1.01 reflecting such substitution or replacement.



          SECTION 5.32. Modifications of Organizational Documents. Except as required by
Applicable Laws or the rules of any national securities exchange, the Borrower shall not, and shall
not permit any Loan Party or other Subsidiary to, amend, supplement, restate or otherwise modify
its Organizational Documents or Operating Documents or other applicable document in a manner
adverse to the Secured Parties.



          SECTION 5.33. ERISA Exemptions. The Loan Parties shall not permit any of their
respective assets to become or be deemed to be “plan assets” within the meaning of ERISA, the Code
and the respective regulations promulgated thereunder.



          SECTION 5.34. Hedge Transactions. The Loan Parties will not, and will not permit any
of their Subsidiaries to, enter into any Hedge Transaction, other than Hedge Transactions entered
into in the ordinary course of business (i) to hedge or mitigate risks to which the Loan Parties
are exposed in the conduct of their business or the management of their liabilities, or (ii) with
any counterparty who is or is anticipated to become, at the time that the Hedge Transaction is
entered into, a borrower from a Loan Party or the issuer of a debt or equity interest to a Loan
Party, which Hedge Transaction is entered into to hedge or mitigate risks to which such
counterparty and its affiliates are exposed in the conduct of their businesses or the management of
its liabilities. Solely for the
avoidance of doubt, the Borrower acknowledges that a Hedge Transaction entered into for
speculative purposes or of a speculative nature (which shall be deemed to include, without
limitation, any Hedge Transaction under which any Loan Party is or may become obliged to make any
payment (i) in connection with the purchase by any third party of any common stock or any Debt or
(ii) as a



 









 







result of changes in the market value of any common stock or any Debt) is not a Hedge
Transaction entered into in the ordinary course of business to hedge or mitigate risks.



          SECTION 5.35. Performance of Loan Documents. Each Loan Party will at its own expense
duly fulfill and comply with all obligations on its part to be fulfilled or complied with under or
in connection with the Collateral, and all documents related thereto and will do nothing to impair
the rights of any Loan Party or the Administrative Agent, as agent for the Secured Parties, or of
the Secured Parties in, to and under the Collateral. Each Loan Party shall clearly and
unambiguously identify each item of the Collateral in its computer or other records to reflect that
the Administrative Agent, as agent for the Secured Parties has the interest therein granted by the
Loan Parties pursuant to the Loan Documents. Schedule 1.01, as amended by the most recent
Compliance Certificate, if any, delivered by the Borrower to the Administrative Agent, is a correct
and complete list of all Identified Mortgaged Properties. All Mortgaged Properties are owned in fee
simple by St. Joe Timberland and shall be owned by St. Joe Timberland at all times. St. Joe
Timberland shall not sell, convey or transfer any of the Properties that it owns in whole or in
part to any third party (including without limitation the Borrower and its Subsidiaries) except for
sales in the ordinary course of business and which are permitted under Section 5.16(d). Upon
execution of the Collateral Documents by the Loan Parties and delivery thereof to the
Administrative Agent, the representations and warranties of the Loan Parties contained in the
Collateral Documents shall be true and correct.



          SECTION 5.36. Operating Leases. No Loan Party nor any Subsidiary of a Loan Party shall
create, assume or suffer to exist any operating lease except operating leases which: (A) (1) are
entered into in the ordinary course of business, and (2) the aggregate indebtedness, liabilities
and obligations of the Loan Parties under all such operating leases during any period of four
(4) consecutive Fiscal Quarters do not at any time exceed $5,000,000; (B) are between a Borrower or
Guarantor, as landlord and a Borrower or Guarantor as tenant; or (C) are set forth on
Schedule 5.36.



          SECTION 5.37. Deposit Accounts and Cash Management. The Loan Parties shall maintain
their primary demand deposit and cash management accounts with Administrative Agent.



          SECTION 5.38. Trigger Event/Collateral Diligence Enhancement Event.




     (a) Unless the Revolver Commitments have been terminated or have been suspended and not
reinstated by approval of the Required Lenders, all obligations to provide Cash Management
Services and Bank Products have been terminated, all Hedging Agreements have been terminated,
all Obligations have been paid in full
and all Undrawn Amounts are cash collateralized in accordance with Section 6.03, no later
than 15 days after the date on which a Trigger Event occurs, St. Joe Timberland shall
(i) execute and deliver to the Administrative Agent on behalf of the Secured Parties the
Timberland Collateral Documents (with such modifications thereto as may be reasonably required
by the Administrative Agent), which shall be effective to create in favor of the
Administrative Agent on behalf of the Secured Parties a first priority pledge of and/or a lien
on substantially all of the assets of St. Joe Timberland subject to such exceptions as are
reasonably satisfactory to the Administrative Agent, (ii) deliver and pledge thereunder all
securities, notes, instruments and transfer powers required to be delivered by the terms of
the respective Timberland Collateral Documents, (iii) execute and cause to be filed (and
authorize the Administrative Agent to file) such financing statements and other mortgages as
are required to perfect the pledges and Liens created under the Timberland Collateral
Documents and to obtain the priority of such perfection required by the respective Timberland
Collateral Documents and (iv) cause to be delivered the Mortgaged Property Support Documents
as are reasonably requested by, and as are reasonably satisfactory to, the Administrative
Agent with respect to the Timberland Collateral Documents and the pledges and Liens created
thereunder; provided, however, that in the event the Mortgaged Property Support Documents are
not delivered by St. Joe Timberland in such time period despite the good faith and
commercially reasonable efforts to do so, St. Joe Timberland shall have: (i) an additional
15 days to deliver the Mortgaged Property Support Documents (other than surveys) to the
Administrative Agent, and (ii) so long as St. Joe Timberland diligently exercises commercially
reasonable efforts, such additional time as may reasonably be required, but in no event to
exceed a period of an additional 180 days, to deliver any and all surveys included in the
Mortgaged Property Support Documents to the Administrative Agent.




     (b) At any time a Trigger Event has occurred and is continuing, St. Joe Timberland will,
and will cause each of the other Loan Parties to, at the expense of the Loan Parties, make,
execute, endorse, acknowledge, file and/or deliver to the Administrative Agent from time to
time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing
statements, waivers, bailee agreements, control agreements and other assurances or instruments
and take such further steps relating to the Collateral as the Administrative Agent may
reasonably require.



 









 







Furthermore, the Loan Parties will, and will cause the other Loan Parties
to, deliver to the Administrative Agent, from time to time, such Mortgaged Property Support
Documents (including, without limitation, opinions of counsel, title insurance and other
related documents) as may be reasonably requested by the Administrative Agent to assure itself
that this Section 5.38 has been complied with.




     (c) If the Administrative Agent or the Required Lenders reasonably determine that they
are required by law or regulation to have appraisals prepared in respect of any Mortgaged
Property of St. Joe Timberland that constitutes or is to constitute Collateral, St. Joe
Timberland will, at its own expense, provide to the Administrative Agent appraisals (or
reimburse the Administrative Agent for such
appraisals as Administrative Agent elects to obtain) which satisfy the applicable
requirements of Applicable Laws, and which shall otherwise be in form and substance reasonably
satisfactory to the Administrative Agent.




     (d) Upon the occurrence of a Collateral Diligence Enhancement Event and from time to time
thereafter, the Loan Parties shall promptly deliver to the Administrative Agent such Mortgaged
Property Support Documents as the Administrative Agent may reasonably request in connection
with the Timberland Collateral.




     (e) The Borrower agrees that each action required by clauses (c) through (d) of this
Section 5.38 shall be completed as soon as possible, but in no event later than 60 days after
such action is requested to be taken by the Administrative Agent or the Required Lenders, as
the case may be.



          SECTION 5.39. Timberland Collateral Property. Upon execution of the Timberland
Collateral Documents by St. Joe Timberland and delivery of the Timberland Collateral Documents to
the Administrative Agent, the Administrative Agent shall have: (i) a first priority Lien upon the
fee simple title to the Mortgaged Property; (ii) a first priority Lien upon the leases and rents
applicable to the Mortgaged Property; (iii) a first priority Lien upon all equipment and fixtures
applicable to the Mortgaged Property and (iv) subject to the filing of the Mortgages and one or
more UCC financing statements in the appropriate jurisdictions, a fully perfected first priority
Lien on, and security interest in, all right, title and interest in and to all other Timberland
Collateral and the Proceeds thereof, in each case prior and superior in any right to any other
Person (subject in each case to Permitted Encumbrances).



ARTICLE VI




DEFAULTS



          SECTION 6.01. Events of Default. If one or more of the following events (“Events of
Default”) shall have occurred and be continuing:




     (a) the Borrower shall fail to pay when due any principal of any Advance (including,
without limitation, any Advance or portion thereof to be repaid pursuant to Section 2.11) or
shall fail to pay when due any Reimbursement Obligation with respect to any Letter of Credit
or shall fail to pay any interest on any Advance within three Domestic Business Days after
such interest shall become due, or any Loan Party shall fail to pay any fee or other amount
payable hereunder within three Domestic Business Days after such fee or other amount becomes
due; or




     (b) any Loan Party shall fail to observe or perform any covenant contained in Article V;
provided that in the case of a failure to observe or perform Section 5.02(i), 5.18,
Section 5.19, 5.21, 5.23, 5.24 and 5.37, such failure continues for thirty (30) days and in
the case of a failure to observe or perform Section 5.01
(other than clause (e) thereof), such failure continues for five (5) days, in each case
after the earlier of: (i) the first day on which any Loan Party has knowledge of such failure;
and (ii) written notice thereof has been given to the Borrower by the Administrative Agent; or




     (c) any Loan Party shall fail to observe or perform any covenant or agreement contained
or incorporated by reference in this Agreement (other than those covered by clause (a) or
(b) above or clauses (n) or (q) below); provided that such failure continues for thirty days
after the earlier of (i) the first day on which any Responsible Officer of any Loan Party has
knowledge of such failure or (ii) written notice thereof has been given to the Borrower by the
Administrative Agent at the request of any Lender; or




     (d) any representation, warranty, certification or statement made or deemed made by the
Loan Parties in Article IV of this Agreement or in any financial statement, material
certificate or other material document or report



 









 







delivered pursuant to this Agreement shall
prove to have been untrue or misleading in any material respect when made (or deemed made); or




     (e) any Loan Party or any Subsidiary of a Loan Party shall fail to make any payment in
respect of Debt (other than the Notes) having an aggregate principal amount in excess of
$5,000,000 after expiration of any applicable cure or grace period; or




     (f) any event or condition shall occur which results in the acceleration of the maturity
of Debt outstanding of any Loan Party or any Subsidiary of a Loan Party in an aggregate
principal amount in excess of $5,000,000 or the mandatory prepayment or purchase of such Debt
by any Loan Party (or its designee) or such Subsidiary of a Loan Party (or its designee) prior
to the scheduled maturity thereof, or enables (or, with the giving of notice or lapse of time
or both, would enable) the holders of such Debt or commitment to provide such Debt or any
Person acting on such holders’ behalf to accelerate the maturity thereof, terminate any such
commitment or require the mandatory prepayment or purchase thereof prior to the scheduled
maturity thereof, without regard to whether such holders or other Person shall have exercised
or waived their right to do so; or




     (g) any Loan Party or any Subsidiary of a Loan Party shall commence a voluntary case or
other proceeding seeking liquidation, reorganization or other relief with respect to itself or
its debts under any Bankruptcy, insolvency or other similar law now or hereafter in effect or
seeking the appointment of a trustee, receiver, liquidator, administrator, custodian or other
similar official of it or any substantial part of its property, or shall consent to any such
relief or to the appointment of or taking possession by any such official in an involuntary
case or other proceeding commenced against it, or shall make a general assignment for the
benefit of creditors, or shall fail generally, or shall admit in writing its inability, to pay
its
debts as they become due, or shall take any corporate action to authorize any of the
foregoing; or




     (h) an involuntary case or other proceeding shall be commenced against any Loan Party or
any Subsidiary of a Loan Party seeking liquidation, reorganization or other relief with
respect to it or its debts under any Bankruptcy, insolvency or other similar law now or
hereafter in effect or seeking the appointment of a trustee, receiver, liquidator,
administrator, custodian or other similar official of it or any substantial part of its
property, and such involuntary case or other proceeding shall remain undismissed and unstayed
for a period of 60 days; or an order for relief shall be entered against any Loan Party or any
Subsidiary of a Loan Party under the federal Bankruptcy laws as now or hereafter in effect; or




     (i) any Loan Party or any member of the Controlled Group shall fail to pay when due any
material amount which it shall have become liable to pay to the PBGC or to a Plan under Title
IV of ERISA; or notice of intent to terminate a Plan or Plans shall be filed under Title IV of
ERISA by any Loan Party, any member of the Controlled Group, any plan administrator or any
combination of the foregoing; or the PBGC shall institute proceedings under Title IV of ERISA
to terminate or to cause a trustee to be appointed to administer any such Plan or Plans or a
proceeding shall be instituted by a fiduciary of any such Plan or Plans to enforce Section 515
or 4219(c)(5) of ERISA and such proceeding shall not have been dismissed within 30 days
thereafter; or a condition shall exist by reason of which the PBGC would be entitled to obtain
a decree adjudicating that any such Plan or Plans must be terminated; or




     (j) one or more judgments or orders for the payment of money in an aggregate amount in
excess of $5,000,000 shall be rendered against any Loan Party or any Subsidiary of a Loan
Party and such judgment or order shall continue unsatisfied and unstayed for a period of 30
days or any Loan Party or Subsidiary of a Loan Party shall have made payments in settlement of
any litigation or threatened proceeding in excess of $500,000; or




     (k) a federal tax lien shall be filed against any Loan Party or any Subsidiary of a Loan
Party under Section 6323 of the Code or a lien of the PBGC shall be filed against any Loan
Party or any Subsidiary of a Loan Party under Section 4068 of ERISA and in either case such
lien shall remain undischarged for a period of 30 days after the date of filing; or




     (l) a Change in Control shall occur; or




     (m) the Administrative Agent, as agent for the Secured Parties, shall fail for any reason
to have a valid first priority security interest in any of the Collateral (other than, prior
to the time St. Joe Timberland is required to deliver the Timberland Collateral Documents
pursuant to Section 5.38 hereof, the Timberland Collateral); or



 









 






     (n) a default or event of default shall occur and be continuing under any of the
Collateral Documents, any Letter of Credit or any Letter of Credit Application Agreement or
any Loan Party shall fail to observe or perform any obligation to be observed or performed by
it under any Collateral Document, any Letter of Credit or any Letter of Credit Application
Agreement, and such default, event of default or failure to perform or observe any obligation
continues beyond any applicable cure or grace period provided in such Collateral Document, any
Letter of Credit or any Letter of Credit Application Agreement; or




     (o) a default or event of default shall occur and be continuing under any of the Material
Contracts or any Loan Party shall fail to observe or perform any obligation to be observed or
performed by it under any Material Contract, and such default, event of default or failure to
perform or observe any obligation continues beyond any applicable cure or grace period
provided in such Material Contract; or




     (p) a default or event of default shall occur and be continuing under any Hedge
Transaction or Hedging Obligation or any Loan Party shall fail to observe or perform any
obligation to be observed or performed by it under any Hedge Transaction or Hedging
Obligation, and such default, event of default or failure to perform or observe any obligation
continues beyond any applicable cure or grace period provided in such Hedge Transaction or
Hedging Obligation; or




     (q) (i) any of the Guarantors shall fail to pay when due any Guaranteed Obligations
(after giving effect to any applicable grace period) or shall fail to pay any fee or other
amount payable hereunder when due; or (ii) any Guarantor shall disaffirm, contest or deny its
obligations under Article X; or




     (r) if the Borrower at any time fails to own (directly or indirectly, through Wholly
Owned Subsidiaries) 100% of the outstanding shares of the voting stock, voting membership
interests or equivalent equity interests of each Guarantor; or




     (s) any Loan Party shall (or shall attempt to) disaffirm, contest or deny its obligations
under any Loan Document; or




     (t) the occurrence of any event, act or condition which the Required Lenders determine
either does or would reasonably be expected to have a Material Adverse Effect,



then, and in every such event, the Administrative Agent shall (i) if requested by the Required
Lenders, by notice to the Borrower terminate the Revolver Commitments and they shall thereupon
terminate; (ii) if requested by BB&T, by notice to the Borrower, terminate the Swing Line facility
set forth in Section 2.01(b); (iii) if requested by the Required Lenders, by notice to the Letter
of Credit Issuer, instruct the Letter of Credit Issuer to declare an Event of Default under the
Letter of Credit Application Agreements; and (iv) if requested by the Required Lenders, by notice
to the Borrower declare the Notes (together with accrued interest thereon) and all other amounts
payable hereunder
and under the other Loan Documents to be, and the Notes (together with all accrued interest
thereon) and all other amounts payable hereunder and under the other Loan Documents shall thereupon
become, immediately due and payable without presentment, demand, protest or other notice of any
kind, all of which are hereby waived by the Loan Parties; provided that if any Event of
Default specified in clause (g) or (h) above occurs with respect to any Loan Party or any
Subsidiary of a Loan Party, without any notice to any Loan Party or any other act by the
Administrative Agent or the Lenders, the Revolver Commitments shall thereupon automatically
terminate and the Swing Line facility set forth in Section 2.01(b) shall thereupon automatically
terminate and the Notes, including without limitation the Swing Advance Note, (together with
accrued interest thereon) and all other amounts payable hereunder and under the other Loan
Documents shall automatically become immediately due and payable without presentment, demand,
protest or other notice of any kind, all of which are hereby waived by the Loan Parties.
Notwithstanding the foregoing, the Administrative Agent shall have available to it all rights and
remedies provided under the Loan Documents (including, without limitation, the rights of a secured
party pursuant to the Collateral Documents) and in addition thereto, all other rights and remedies
at law or equity, and the Administrative Agent shall exercise any one or all of them at the request
of the Required Lenders.




          SECTION 6.02. Notice of Default. The Administrative Agent shall give notice to the
Borrower of any Default under Section 6.01(c) promptly upon being requested to do so by any Lender
and shall thereupon notify all the Lenders thereof.



          SECTION 6.03. Cash Cover. If any Event of Default shall have occurred and be
continuing, the Borrower shall,



 









 







if requested by the Administrative Agent, pay to the Administrative
Agent, for the benefit of the Lenders an amount in immediately available funds (which funds shall
be held as collateral pursuant to arrangements satisfactory to the Administrative Agent) equal to
105% of the aggregate Undrawn Amounts available under the Letters of Credit, provided that, if any
Event of Default specified in clause (g) or (h) above occurs, the Borrower shall be obligated to
pay such amount to the Administrative Agent forthwith without any notice to the Borrower or any
other act by the Administrative Agent.



          SECTION 6.04. Allocation of Proceeds. If an Event of Default has occurred and not been
waived, and the maturity of the Notes has been accelerated pursuant to Article VI hereof, all
payments received by the Administrative Agent hereunder or under the other Loan Documents, in
respect of any principal of or interest on the Obligations or any other amounts payable by the
Borrower or any other Loan Party hereunder or under the other Loan Documents, shall be applied by
the Administrative Agent in the following order:




     (a) To payment of that portion of the Obligations constituting fees, indemnities, Credit
Party Expenses and other amounts (including fees, charges and disbursements of counsel to the
Administrative Agent and amounts payable under Article VIII and Section 2.12) payable to the
Administrative Agent in its capacity as such; and then




     (b) To payment of that portion of the Obligations constituting indemnities, Credit Party
Expenses and other amounts (other than principal, interest and fees) payable to the Lenders
and the Letter of Credit Issuer (including fees, charges and disbursements of counsel to the
respective Lenders and the Letter of Credit Issuer and amounts payable under Article VIII and
Section 2.12), ratably among them in proportion to the amounts described in this clause
payable to them; and then




     (c) To the extent that Swing Advances have not been refinanced by a Revolver Advance,
payment to BB&T of that portion of the Obligations constituting accrued and unpaid interest on
the Swing Advances; and then




     (d) To payment of that portion of the Obligations constituting accrued and unpaid
interest on the Advances and other Obligations, and fees (including facility fees, Letter of
Credit Fees and Facing Fees), ratably among the Lenders and the Letter of Credit Issuer in
proportion to the respective amounts described in this clause payable to them; and then




     (e) To the extent that Swing Advances have not been refinanced by a Revolver Advance, to
payment to BB&T of that portion of the Obligations constituting unpaid principal of the Swing
Advances; and then




     (f) To payment of that portion of the Obligations constituting unpaid principal of the
Advances and Reimbursement Obligations, ratably among the Lenders and the Letter of Credit
Issuer in proportion to the respective amounts described in this clause held by them; and then




     (g) To the Administrative Agent for the account of the Letter of Credit Issuer (for the
benefit of the Letter of Credit Issuer and the Lenders), in respect of outstanding Letters of
Credit pursuant to Section 6.03; and then




     (h) To payment of all other Obligations (excluding any Obligations arising from Cash
Management Services and Bank Products), ratably among the Secured Parties in proportion to the
respective amounts described in this clause held by them; and then




     (i) To payment of all other Obligations arising from Bank Products and Cash Management
Services to the extent secured under the Collateral Documents, ratably among the Secured
Parties in proportion to the respective amounts described in this clause held by them; and
then




     (j) The balance, if any, after all of the Obligations have been indefeasibly paid in
full, to the Loan Parties or as otherwise required by law.



Subject to Article XI, amounts used to cash collateralize the aggregate Undrawn Amount of
Letters of Credit pursuant to clause 6.04(g) above shall be applied to satisfy drawings under such
Letters of Credit as they occur. If any amount remains on deposit as cash
collateral after all Letters of Credit have either been fully drawn or expired, such remaining
amount shall be applied to the other Obligations, if any, in the order set forth above.




 









 








ARTICLE VII




THE ADMINISTRATIVE AGENT



          SECTION 7.01. Appointment and Authority. Each of the Lenders hereby irrevocably
appoints Branch Banking and Trust Company to act on its behalf as the Administrative Agent
hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such
actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by
the terms hereof or thereof, together with such actions and powers as are reasonably incidental
thereto. The provisions of this Article are solely for the benefit of the Administrative Agent and
the Lenders and neither the Borrower nor any other Loan Party shall have rights as a third party
beneficiary of any of such provisions.



          SECTION 7.02. Rights as a Lender. The Person serving as the Administrative Agent
hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and
may exercise the same as though it were not the Administrative Agent and the term “Lender” or
“Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires,
include the Person serving as the Administrative Agent hereunder in its individual capacity. Such
Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or
in any other advisory capacity for and generally engage in any kind of business with the Borrower
or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent
hereunder and without any duty to account therefor to the Lenders



          SECTION 7.03. Exculpatory Provisions. The Administrative Agent shall not have any
duties or obligations except those expressly set forth herein and in the other Loan Documents.
Without limiting the generality of the foregoing, the Administrative Agent:




     (a) shall not be subject to any fiduciary or other implied duties, regardless of whether
a Default has occurred and is continuing;




     (b) shall not have any duty to take any discretionary action or exercise any
discretionary powers, except discretionary rights and powers expressly contemplated hereby or
by the other Loan Documents that the Administrative Agent is required to exercise as directed
in writing by the Required Lenders (or such other number or percentage of the Lenders as shall
be expressly provided for herein or in the other Loan Documents), provided that the
Administrative Agent shall not be required to take any action that, in its opinion or the
opinion of its counsel, may expose the Administrative Agent to liability or that is contrary
to any Loan Document or applicable law; and




     (c) shall not, except as expressly set forth herein and in the other Loan Documents, have
any duty to disclose, and shall not be liable for the failure to disclose, any information
relating to the Borrower or any of its Affiliates that is communicated to or obtained by the
Person serving as the Administrative Agent or any of its Affiliates in any capacity.



          The Administrative Agent shall not be liable for any action taken or not taken by it (i) with
the consent or at the request of the Required Lenders (or such other number or percentage of the
Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be
necessary, under the circumstances as provided in Sections 9.05 and 6.01) or (ii) in the absence of
its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to
have knowledge of any Default unless and until notice describing such Default is given to the
Administrative Agent by the Borrower or a Lender.



          The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire
into (i) any statement, warranty or representation made in or in connection with this Agreement or
any other Loan Document, (ii) the contents of any certificate, report or other document delivered
hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance
of any of the covenants, agreements or other terms or conditions set forth herein or therein or the
occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this
Agreement, any other Loan Document or any other agreement, instrument or document or (v) the
satisfaction of any condition set forth in Article III or elsewhere herein, other than to confirm
receipt of items expressly required to be delivered to the Administrative Agent.



          SECTION 7.04. Reliance by Administrative Agent. The Administrative Agent shall be
entitled to rely upon, and shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or



 









 







other writing (including any electronic
message, Internet or intranet website posting or other distribution) believed by it to be genuine
and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative
Agent also may rely upon any statement made to it orally or by telephone and believed by it to have
been made by the proper Person, and shall not incur any liability for relying thereon. In
determining compliance with any condition hereunder to the making of an Advance, that by its terms
must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such
condition is satisfactory to such Lender unless the Administrative Agent shall have received notice
to the contrary from such Lender prior to the making of such Advance. The Administrative Agent may
consult with legal counsel (who may be counsel for the Borrower), independent accountants and other
experts selected by it, and shall not be liable for any action taken or not taken by it in
accordance with the advice of any such counsel, accountants or experts.



          SECTION 7.05. Delegation of Duties. The Administrative Agent may perform any and all
of its duties and exercise its rights and powers hereunder or under any other
Loan Document by or through any one or more sub-agents appointed by the Administrative Agent.
The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise
its rights and powers by or through their respective Related Parties. The exculpatory provisions of
this Article shall apply to any such sub-agent and to the Related Parties of the Administrative
Agent and any such sub-agent, and shall apply to their respective activities in connection with the
syndication of the credit facilities provided for herein as well as activities as Administrative
Agent.



          SECTION 7.06. Resignation of Administrative Agent. The Administrative Agent may at any
time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such
notice of resignation, the Required Lenders shall have the right, in consultation with the
Borrower, to appoint a successor, which shall be a bank with an office in the United States of
America, or an Affiliate of any such bank with an office in the United States of America. If no
such successor shall have been so appointed by the Required Lenders and shall have accepted such
appointment within 30 days after the retiring Administrative Agent gives notice of its resignation,
then the retiring Administrative Agent may on behalf of the Lenders, appoint a successor
Administrative Agent meeting the qualifications set forth above provided that if the Administrative
Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such
appointment, then such resignation shall nonetheless become effective in accordance with such
notice and (1) the retiring Administrative Agent shall be discharged from its duties and
obligations hereunder and under the other Loan Documents (except that in the case of any collateral
security held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents,
the retiring Administrative Agent shall continue to hold such collateral security until such time
as a successor Administrative Agent is appointed) and (2) all payments, communications and
determinations provided to be made by, to or through the Administrative Agent shall instead be made
by or to each Lender directly, until such time as the Required Lenders appoint a successor
Administrative Agent as provided for above in this paragraph. Upon the acceptance of a successor’s
appointment as Administrative Agent hereunder, such successor shall succeed to and become vested
with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative
Agent, and the retiring Administrative Agent shall be discharged from all of its duties and
obligations hereunder or under the other Loan Documents (if not already discharged therefrom as
provided above in this paragraph). The fees payable by the Borrower to a successor Administrative
Agent shall be the same as those payable to its predecessor unless otherwise agreed between the
Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and
under the other Loan Documents, the provisions of this Article and Section 9.03 shall continue in
effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective
Related Parties in respect of any actions taken or omitted to be taken by any of them while the
retiring Administrative Agent was acting as Administrative Agent.



          SECTION 7.07. Non-Reliance on Administrative Agent and Other Lenders. Each Lender
acknowledges that it has, independently and without reliance upon the Administrative Agent or any
other Lender or any of their Related Parties and based on such documents and information as it has
deemed appropriate, made its own credit
analysis and decision to enter into this Agreement. Each Lender also acknowledges that it
will, independently and without reliance upon the Administrative Agent or any other Lender or any
of their Related Parties and based on such documents and information as it shall from time to time
deem appropriate, continue to make its own decisions in taking or not taking action under or based
upon this Agreement, any other Loan Document or any related agreement or any document furnished
hereunder or thereunder.



          SECTION 7.08. No Other Duties, etc. Anything herein to the contrary notwithstanding,
none of the Arrangers listed on the cover page hereof shall have any powers, duties or
responsibilities under this Agreement or any of the other Loan Documents, except in its capacity,
as applicable, as the Administrative Agent or a Lender hereunder.



 









 





          SECTION 7.09. Other Agents. The Borrower and each Lender hereby acknowledges that any
Lender designated as an “Agent” on the signature pages hereof (other than the Administrative Agent)
shall not have any obligations, duties or liabilities hereunder other than in its capacity as a
Lender.



          SECTION 7.10. Hedging Agreements, Cash Management Services and Bank Products. Except
as otherwise expressly set forth herein or in any Collateral Document, no Bank Product Bank, Cash
Management Bank or Hedge Counterparty that obtains the guarantees hereunder or any Collateral by
virtue of the provisions hereof or of any Collateral Document shall have any right to notice of any
action or to consent to, direct or object to any action hereunder or under any other Credit
Document or otherwise in respect of the Collateral (including the release or impairment of any
Collateral) or any Guaranty (including the release or impairment of any Guaranty) other than in its
capacity as a Lender and, in such case, only to the extent expressly provided in the Credit
Documents. Notwithstanding any other provision of this Article VII to the contrary, the
Administrative Agent shall not be required to verify the payment of, or that other satisfactory
arrangements have been made with respect to, Obligations arising under or related to Cash
Management Services, Bank Products and Hedging Agreements unless the Administrative Agent has
received written notice of such Obligations, together with such supporting documentation as the
Administrative Agent may request, from the applicable Cash Management Bank, Bank Product Bank or
Hedge Counterparty, as the case may be.



ARTICLE VIII




CHANGE IN CIRCUMSTANCES; COMPENSATION



          SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior
to the first day of any Interest Period:




     (a) the Administrative Agent determines that deposits in Dollars (in the applicable
amounts) are not being offered in the relevant market for such Interest Period, or




     (b) the Required Lenders advise the Administrative Agent that the London InterBank
Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect
the cost to such Lenders of funding the Euro-Dollar Advances for such Interest Period,



the Administrative Agent shall forthwith give notice thereof to the Borrower and the Lenders,
whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise
to such suspension no longer exist, the obligations of the Lenders to make Euro-Dollar Advances
specified in such notice, or to permit continuations or conversions into Euro-Dollar Advances,
shall be suspended. Unless the Borrower notifies the Administrative Agent at least two (2)
Euro-Dollar Business Days before the date of any Borrowing of Euro-Dollar Advances for which a
Notice of Borrowing has previously been given, or continuation or conversion into such Euro-Dollar
Advances for which a Notice of Continuation or Conversion has previously been given, that it elects
not to borrow or so continue or convert on such date, such Borrowing shall instead be made as a
Base Rate Borrowing, or such Euro-Dollar Advance shall be converted to a Base Rate Advance.




          SECTION 8.02. Illegality. If a Change in Law or compliance by any Lender (or its
Lending Office) with any request or directive (whether or not having the force of law) of any
Governmental Authority shall make it unlawful or impossible for any Lender (or its Lending Office)
to make, maintain or fund its Euro-Dollar Advances and such Lender shall so notify the
Administrative Agent, the Administrative Agent shall forthwith give notice thereof to the other
Lenders and the Borrower, whereupon until such Lender notifies the Borrower and the Administrative
Agent that the circumstances giving rise to such suspension no longer exist, the obligation of such
Lender to make or permit continuations or conversions of Euro-Dollar Advances shall be suspended.
Before giving any notice to the Administrative Agent pursuant to this Section, such Lender shall
designate a different Lending Office if such designation will avoid the need for giving such notice
and will not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such
Lender shall determine that it may not lawfully continue to maintain and fund any of its portion of
the outstanding Euro-Dollar Advances to maturity and shall so specify in such notice, the Borrower
shall immediately prepay in full the then outstanding principal amount of the Euro-Dollar Advances
of such Lender, together with accrued interest thereon and any amount due such Lender pursuant to
Section 8.05. Concurrently with prepaying such Euro-Dollar Advances, the Borrower shall borrow a
Base Rate Advance in an equal principal amount from such Lender (on which interest and principal
shall be payable contemporaneously with the related Euro-Dollar Advances of the other Lenders), and
such Lender shall make such a Base Rate Advance.



 









 





          SECTION 8.03. Increased Cost and Reduced Return.




     (a) If any Change in Law shall:




     (i) impose, modify or deem applicable any reserve, special deposit, compulsory
loan, insurance charge or similar requirement against assets of,
deposits with or for the account of, or credit extended or participated in by, any
Lender (except any reserve requirement reflected in the applicable Euro-Dollar Reserve
Percentage); or




     (ii) subject any Lender to any tax of any kind whatsoever with respect to this
Agreement or any Euro-Dollar Advances made by it, or change the basis of taxation of
payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes
covered by Section 2.08(e) and the imposition of, or any change in the rate of, any
Excluded Tax payable by such Lender); or




     (iii) impose on any Lender or the London interbank market any other condition, cost
or expense affecting this Agreement or Euro-Dollar Advances by such Lender or
participation therein;




and the result of any of the foregoing is to increase the cost to such Lender of making or
maintaining any Euro-Dollar Advance (or of maintaining its obligation to make any such
Advance), or to reduce the amount of any sum received or receivable by such Lender hereunder
(whether of principal, interest or any other amount) then, upon request of such Lender, the
Borrower will pay to such Lender such additional amount or amounts as will compensate such
Lender for such additional costs incurred or reduction suffered.




     (b) If any Lender determines that any Change in Law affecting such Lender or any lending
office of such Lender or such Lender’s holding company, if any, regarding capital requirements
has or would have the effect of reducing the rate of return on such Lender’s capital or on the
capital of such Lender’s holding company, if any, as a consequence of this Agreement, the
Revolver Commitments of such Lender or the Advances made by such Lender, to a level below that
which such Lender or such Lender’s holding company could have achieved but for such Change in
Law (taking into consideration such Lender’s policies and the policies of such Lender’s
holding company with respect to capital adequacy), then from time to time the Borrower will
pay to such Lender such additional amount or amounts as will compensate such Lender or such
Lender’s holding company for any such reduction suffered.




     (c) A certificate of a Lender setting forth the amount or amounts necessary to compensate
such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b)
of this Section and delivered to the Borrower shall be conclusive absent manifest error. The
Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days
after receipt thereof.




     (d) Failure or delay on the part of any Lender to demand compensation pursuant to this
Section shall not constitute a waiver of such Lender’s right to demand such compensation,
provided that the Borrower shall not be required to compensate a Lender pursuant to
this Section for any increased costs incurred or reductions suffered more than nine months
prior to the date that such Lender notifies
the Borrower of the Change in Law giving rise to such increased costs or reductions and
of such Lender’s intention to claim compensation therefor (except that, if the Change in Law
giving rise to such increased costs or reductions is retroactive, then the nine-month period
referred to above shall be extended to include the period of retroactive effect thereof).



          SECTION 8.04. Base Rate Advances Substituted for Affected Euro-Dollar Advances. If
(i) the obligation of any Lender to make or maintain a Euro-Dollar Advance has been suspended
pursuant to Section 8.02 or (ii) any Lender has demanded compensation under Section 8.03, and the
Borrower shall, by at least five (5) Euro-Dollar Business Days’ prior notice to such Lender through
the Administrative Agent, have elected that the provisions of this Section shall apply to such
Lender, then, unless and until such Lender notifies the Borrower that the circumstances giving rise
to such suspension or demand for compensation no longer apply:




     (a) all Advances which would otherwise be made by such Lender as or permitted to be
continued as or converted into Euro-Dollar Advances shall instead be made as or converted into
Base Rate Advances, (in all cases interest and principal on such Advances shall be payable
contemporaneously with the related Euro-Dollar Advances of the other Lenders), and




     (b) after its portion of the Euro-Dollar Advance has been repaid, all payments of
principal which would



 









 







otherwise be applied to repay such Euro-Dollar Advance shall be applied
to repay its Base Rate Advance instead.



In the event that the Borrower shall elect that the provisions of this Section shall apply to any
Lender, the Borrower shall remain liable for, and shall pay to such Lender as provided herein, all
amounts due such Lender under Section 8.03 in respect of the period preceding the date of
conversion of such Lender’s portion of any Advance resulting from the Borrower’s election.




          SECTION 8.05. Compensation. Upon the request of any Lender, delivered to the Borrower
and the Administrative Agent, the Borrower shall pay to such Lender such amount or amounts as shall
compensate such Lender for any loss, cost or expense incurred by such Lender as a result of:




     (a) any payment or prepayment (pursuant to Sections 2.10, 2.11, 6.01, 8.02, 8.06 or
otherwise) of a Euro-Dollar Advance on a date other than the last day of an Interest Period
for such Advance; or




     (b) any failure by the Borrower to prepay a Euro-Dollar Advance on the date for such
prepayment specified in the relevant notice of prepayment hereunder; or




     (c) any failure by the Borrower to borrow a Euro-Dollar Advance on the date for the
Borrowing of which such Euro-Dollar Advance is a part specified on the Closing Date;



such compensation to include, without limitation, an amount equal to the excess, if any, of (x) the
amount of interest which would have accrued on the amount so paid or prepaid or not prepaid or
borrowed for the period from the date of such payment, prepayment or failure to prepay or borrow to
the last day of the then current Interest Period for such Euro-Dollar Advance (or, in the case of a
failure to prepay or borrow, the Interest Period for such Euro-Dollar Advance which would have
commenced on the date of such failure to prepay or borrow) at the applicable rate of interest for
such Euro-Dollar Advance provided for herein over (y) the amount of interest (as reasonably
determined by such Lender) such Lender would have paid on deposits in Dollars of comparable amounts
having terms comparable to such period placed with it by leading lenders in the London interbank
market (if such Advance is a Euro-Dollar Advance).




          SECTION 8.06. Replacement of Lenders. If any Lender requests compensation under
Section 8.03, or if the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.12(e), or if any Lender
defaults in its obligation to fund Advances hereunder, then the Borrower may, at its sole expense
and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign
and delegate, without recourse (in accordance with and subject to the restrictions contained in,
and consents required by, Section 9.07), all of its interests, rights and obligations under this
Agreement and the related Loan Documents to an assignee that shall assume such obligations (which
assignee may be another Lender, if a Lender accepts such assignment), provided that:




     (i) the Borrower shall have paid to the Administrative Agent the assignment fee
specified in Section 9.07;




     (ii) such Lender shall have received payment of an amount equal to the outstanding
principal of its Advances and participations in Reimbursement Obligations, accrued interest
thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan
Documents (including any amounts under Section 8.05) from the assignee (to the extent of such
outstanding principal and accrued interest and fees) or the Borrower (in the case of all other
amounts);




     (iii) in the case of any such assignment resulting from a claim for compensation under
Section 8.03 or payments required to be made pursuant to Section 2.12(e), such assignment will
result in a reduction in such compensation or payments thereafter; and




     (iv) such assignment does not conflict with applicable law.



A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a
result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require
such assignment and delegation cease to apply.





 









 








ARTICLE IX




MISCELLANEOUS



          SECTION 9.01. Notices Generally.




     (a) Except in the case of notices and other communications expressly permitted to be
given by telephone (and except as provided in paragraph (b) below), all notices and other
communications provided for herein shall be in writing and shall be delivered by hand or
overnight courier service, mailed by certified or registered mail or sent by telecopier as
follows:




     (i) if to the Borrower or any other Loan Party, to it at 245 Riverside Drive,
Suite 500, Jacksonville, Florida 32202 Attention of Stephen W. Solomon (Telecopier No.
(904) 301-4548; Telephone No. (904) 301-4348);




     (ii) if to the Administrative Agent, to Branch Banking and Trust Company at 200
West Second Street, 16th Floor, Winston-Salem, NC 27101, Attention of
Michael F. Skorich (Telecopier No. (336) 733-2740; Telephone No. (336) 733-2709);




     (iii) if to a Lender, to it at its address (or telecopier number) set forth in its
Administrative Questionnaire.




Notices sent by hand or overnight courier service, or mailed by certified or registered mail,
shall be deemed to have been given when received; notices sent by telecopier shall be deemed
to have been given when sent (except that, if not given during normal business hours for the
recipient, shall be deemed to have been given at the opening of business on the next business
day for the recipient). Notices delivered through electronic communications to the extent
provided in paragraph (b) below, shall be effective as provided in said paragraph (b).




     (b) Electronic Communications. Notices and other communications to the Lenders
hereunder may be delivered or furnished by electronic communication (including e-mail and
Internet or intranet websites) pursuant to procedures approved by the Administrative Agent,
provided that the foregoing shall not apply to notices to any Lender pursuant to
Article II if such Lender has notified the Administrative Agent that it is incapable of
receiving notices under such Article by electronic communication. The Administrative Agent or
the Borrower may, in its discretion, agree to accept notices and other communications to it
hereunder by electronic communications pursuant to procedures approved by it, provided
that approval of such procedures may be limited to particular notices or communications.




Unless the Administrative Agent otherwise prescribes, (i) notices and other communications
sent to an e-mail address shall be deemed received upon the sender’s receipt of an
acknowledgement from the intended recipient (such as by the “return receipt requested”
function, as available, return e-mail or other written acknowledgement), provided that
if such notice or other communication is not sent
during the normal business hours of the recipient, such notice or communication shall be
deemed to have been sent at the opening of business on the next business day for the
recipient, and (ii) notices or communications posted to an Internet or intranet website shall
be deemed received upon the deemed receipt by the intended recipient at its e-mail address as
described in the foregoing clause (i) of notification that such notice or communication is
available and identifying the website address therefor.




     (c) Change of Address, Etc. Any party hereto may change its address or telecopier
number for notices and other communications hereunder by notice to the other parties hereto.



          SECTION 9.02. No Waivers. No failure or delay by the Administrative Agent or any
Lender in exercising any right, power or privilege hereunder or under any Note or other Loan
Document shall operate as a waiver thereof nor shall any single or partial exercise thereof
preclude any other or further exercise thereof or the exercise of any other right, power or
privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any
rights or remedies provided by law.



          SECTION 9.03. Expenses; Indemnity; Damage Waiver.




     (a) Costs and Expenses. The Loan Parties shall, jointly and severally, pay
(i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and
its
Affiliates (including the reasonable fees, charges and



 









 







disbursements of counsel for the
Administrative Agent), in connection with the syndication of the credit facilities provided
for herein, the preparation, negotiation, execution, delivery and administration of this
Agreement and the other Loan Documents or any amendments, modifications or waivers of the
provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby
shall be consummated) (including, without limitation all expenses incurred in connection with
or pursuant to Section 5.38), and (ii) all out-of-pocket expenses incurred by the
Administrative Agent or any Lender (including the fees, charges and disbursements of any
counsel for the Administrative Agent or any Lender, in connection with the enforcement or
protection of its rights (A) in connection with this Agreement and the other Loan Documents,
including its rights under this Section, or (B) in connection with the Advances made
hereunder, including all such out-of-pocket expenses incurred during any workout,
restructuring or negotiations in respect of such Advances.




     (b) Indemnification by the Loan Parties. The Loan Parties shall, jointly and
severally, indemnify the Administrative Agent (and any sub-agent thereof) and each Lender and
each Related Party of any of the foregoing Persons (each such Person being called an
“Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses,
claims, penalties, damages, liabilities and related expenses (including the fees, charges and
disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted
against any Indemnitee by any third party or by the Borrower or any other Loan Party arising
out of, in connection with, or as a result of
(i) the execution or delivery of this Agreement, any other Loan Document or any agreement
or instrument contemplated hereby or thereby, the performance by the parties hereto of their
respective obligations hereunder or thereunder or the consummation of the transactions
contemplated hereby or thereby, (ii) any Advance or the use or proposed use of the proceeds
therefrom, (iii) any actual or alleged presence or Environmental Releases on or from any
property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental
Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or
prospective claim, litigation, investigation or proceeding relating to any of the foregoing,
whether based on contract, tort or any other theory, whether brought by a third party or by
the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party
thereto, provided that such indemnity shall not, as to any Indemnitee, be available to
the extent that such losses, claims, damages, liabilities or related expenses (x) are
determined by a court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from
a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in
bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the
Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on
such claim as determined by a court of competent jurisdiction.




     (c) Reimbursement by Lenders. To the extent that a Loan Party for any reason
fails to pay any amount required under paragraph (a) or (b) of this Section to be paid by it
to the Administrative Agent (or any sub-agent thereof), or any Related Party of any of the
foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such
sub-agent) or such Related Party, as the case may be, such Lender’s Applicable Percentage
(determined as of the time that the applicable unreimbursed expense or indemnity payment is
sought) of such unpaid amount, provided that the unreimbursed expense or indemnified
loss, claim, damage, liability or related expense, as the case may be, was incurred by or
asserted against the Administrative Agent (or any such sub-agent) in its capacity as such, or
against any Related Party of any of the foregoing acting for the Administrative Agent (or any
such sub-agent) in connection with such capacity. The obligations of the Lenders under this
paragraph (c) are subject to the provisions of Sections 9.10 and 9.13.




     (d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by
applicable law, the Loan Parties shall not assert, and hereby waive, any claim against any
Indemnitee, on any theory of liability, for indirect, consequential or punitive damages (as
opposed to direct or actual damages) arising out of, in connection with, or as a result of,
this Agreement, any other Loan Document or any agreement or instrument contemplated hereby,
the transactions contemplated hereby or thereby, any Advance or the use of the proceeds
thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages
arising from the use by unintended recipients of any information or other materials
distributed by it through telecommunications, electronic or other information transmission
systems in
connection with this Agreement or the other Loan Documents or the transactions
contemplated hereby or thereby.




     (e) Payments. All amounts due under this Section shall be payable promptly after
demand therefor.



          SECTION 9.04. Setoffs; Sharing of Set-Offs; Application of Payments.



 









 






     (a) If an Event of Default shall have occurred and be continuing, each Lender and each of
their respective Affiliates is hereby authorized at any time and from time to time, to the
fullest extent permitted by applicable law, to set off and apply any and all deposits (general
or special, time or demand, provisional or final, in whatever currency) at any time held and
other obligations (in whatever currency) at any time owing by such Lender or any such
Affiliate to or for the credit or the account of the Borrower or any other Loan Party against
any and all of the obligations of the Borrower or such Loan Party now or hereafter existing
under this Agreement or any other Loan Document to such Lender, irrespective of whether or not
such Lender shall have made any demand under this Agreement or any other Loan Document and
although such obligations of the Borrower or such Loan Party may be contingent or unmatured or
are owed to a branch or office of such Lender different from the branch or office holding such
deposit or obligated on such indebtedness. The rights of each Lender and their respective
Affiliates under this Section are in addition to other rights and remedies (including other
rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees
to notify the Borrower and the Administrative Agent promptly after any such setoff and
application, provided that the failure to give such notice shall not affect the
validity of such setoff and application.




     (b) If any Lender shall, by exercising any right of setoff or counterclaim or otherwise,
obtain payment in respect of any principal of or interest on any of its Advances or other
Obligations (excluding Obligations arising under or related to Cash Management Services, Bank
Products and Hedging Agreements) hereunder or under any other Loan Document resulting in such
Lender’s receiving payment of a proportion of the aggregate amount of its Advances and accrued
interest thereon or other such Obligations (excluding Obligations arising under or related to
Cash Management Services, Bank Products and Hedging Agreements) greater than its pro
rata share thereof as provided herein, then the Lender receiving such greater
proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash
at face value) participations in the Advances and such other Obligations (excluding
Obligations arising under or related to Cash Management Services, Bank Products and Hedging
Agreements) of the other Lenders, or make such other adjustments as shall be equitable, so
that the benefit of all such payments shall be shared by the Lenders ratably in accordance
with the aggregate amount of principal of and accrued interest on their respective Advances
and other amounts owing them, provided that:




     (i) if any such participations are purchased and all or any portion of the payment
giving rise thereto is recovered, such participations shall be rescinded and the
purchase price restored to the extent of such recovery, without interest; and




     (ii) the provisions of this paragraph shall not be construed to apply to (x) any
payment made by a Loan Party pursuant to and in accordance with the express terms of
this Agreement or (y) any payment obtained by a Lender as consideration for the
assignment of or sale of a participation in any of its Advances to any assignee or
participant, other than to the Borrower or any Subsidiary thereof (as to which the
provisions of this paragraph shall apply




Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so
under applicable law, that any Lender acquiring a participation pursuant to the foregoing
arrangements may exercise against each Loan Party rights of setoff and counterclaim with
respect to such participation as fully as if such Lender were a direct creditor of each Loan
Party in the amount of such participation.



          SECTION 9.05. Amendments and Waivers. Any provision of this Agreement, the Notes or
any other Loan Documents may be amended or waived if, but only if, such amendment or waiver is in
writing and is signed by the Borrower and the Required Lenders (and, if the rights or duties of the
Administrative Agent are affected thereby, by the Administrative Agent); provided that no
such amendment or waiver shall, unless signed by all the Lenders, (i) increase the Revolver
Commitment of any Lender or subject any Lender to any additional obligation, (ii) reduce the
principal of or decrease the rate of interest on any Advance or decrease any fees hereunder, (iii)
defer the date fixed for any payment of principal of (including any extension of the Termination
Date) or interest on any Advance or any fees hereunder, (iv) reduce the amount of principal,
decrease the amount of interest or decrease the amount of fees due on any date fixed for the
payment thereof, (v) change the percentage of the Revolver Commitments or of the aggregate unpaid
principal amount of the Notes, or the percentage of Lenders, which shall be required for the
Lenders or any of them to take any action under this Section or any other provision of this
Agreement, (vi) change the manner of application of any payments made under this Agreement or the
other Loan Documents, (vii) release or substitute all or substantially all of the Collateral held
as security for the Obligations, (viii) change or modify the definition of “Required Lenders” or
this Section 9.05, (ix) release any guaranty given to support payment of the Guaranteed Obligations
or (x) change or modify



 









 







the provisions of Section 5.38 to waive the requirement to grant a security
interest in the Timberland Collateral on the terms described in such Section or to reduce,
substitute or alter all or any substantial portion of the Timberland Collateral to be pledged
thereunder. Notwithstanding the foregoing, (1) the Hedging Agreement, the Administrative Agent’s
Letter Agreement and the agreements evidencing the Bank Products and Cash Management Services may
be amended, or rights or privileges thereunder waived, in a writing executed only by the parties
thereto and (2) any Commitment Increase meeting the conditions set forth in Section 2.14 shall not
require the consent of any Lender other than those Lenders, if any, which have agreed to increase
their Revolving Commitment in connection with the proposed Commitment Increase and such
Commitment Increase shall not constitute an amendment, modification or waiver under this
Section 9.05.



          SECTION 9.06. Margin Stock Collateral. Each of the Lenders represents to the
Administrative Agent and each of the other Lenders that it in good faith is not, directly or
indirectly (by negative pledge or otherwise), relying upon any Margin Stock as collateral in the
extension or maintenance of the credit provided for in this Agreement.



          SECTION 9.07. Successors and Assigns.




     (a) Successors and Assigns Generally. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns permitted hereby, except that neither the Borrower nor any other Loan Party may
assign or otherwise transfer any of its rights or obligations hereunder and no Lender may
assign or otherwise transfer any of its rights or obligations hereunder except (i) to an
Eligible Assignee in accordance with the provisions of paragraph (b) of this Section, (ii) by
way of participation in accordance with the provisions of paragraph (d) of this Section or
(iii) by way of pledge or assignment of a security interest subject to the restrictions of
paragraph (f) of this Section (and any other attempted assignment or transfer by any party
hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be
construed to confer upon any Person (other than the parties hereto, their respective
successors and assigns permitted hereby, Participants to the extent provided in paragraph (d)
of this Section and, to the extent expressly contemplated hereby, the Related Parties of each
of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim
under or by reason of this Agreement.




     (b) Assignments by Lenders. Any Lender may at any time assign to one or more
Eligible Assignees all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Revolver Commitment and the Revolver Advances at the time
owing to it); provided that




     (i) except in the case of an assignment of the entire remaining amount of the
assigning Lender’s Revolver Commitment and the Revolver Advances at the time owing to it
or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved
Fund with respect to a Lender, the aggregate amount of the Revolver Commitment (which
for this purpose includes Revolver Advances outstanding thereunder) or, if the
applicable Revolver Commitment is not then in effect, the principal outstanding balance
of the Revolver Advances of the assigning Lender subject to each such assignment
(determined as of the date the Assignment and Assumption with respect to such assignment
is delivered to the Administrative Agent or, if “Trade Date” is specified in the
Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000,
unless each of the Administrative Agent and, so long as
no Default has occurred and is continuing, the Borrower otherwise consent (each
such consent not to be unreasonably withheld or delayed);




     (ii) each partial assignment shall be made as an assignment of a proportionate part
of all the assigning Lender’s rights and obligations under this Agreement with respect
to the Revolver Advances or the Revolver Commitment assigned;




     (iii) any assignment of a Revolver Commitment must be approved by the
Administrative Agent unless the Person that is the proposed assignee is itself a Lender
with a Revolver Commitment (whether or not the proposed assignee would otherwise qualify
as an Eligible Assignee); and




     (iv) the parties to each assignment shall execute and deliver to the Administrative
Agent an Assignment and Assumption, together with a processing and recordation fee of
$3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the
Administrative Agent an Administrative Questionnaire.



Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section,



 











 






from and after the effective date specified in each Assignment and Assumption, the
Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the
interest assigned by such Assignment and Assumption, have the rights and obligations of a
Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Assumption, be released from its obligations under
this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning
Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party
hereto) but shall continue to be entitled to the benefits of Sections 8.03 and 9.03 with
respect to facts and circumstances occurring prior to the effective date of such assignment.
Any assignment or transfer by a Lender of rights or obligations under this Agreement that does
not comply with this paragraph shall be treated for purposes of this Agreement as a sale by
such Lender of a participation in such rights and obligations in accordance with paragraph (d)
of this Section.




     (c) Register. The Administrative Agent, acting solely for this purpose as an
agent of the Borrower, shall maintain at one of its offices in Winston-Salem, North Carolina a
copy of each Assignment and Assumption delivered to it and a register for the recordation of
the names and addresses of the Lenders, and the Revolver Commitments of, and principal amounts
of the Revolver Advances owing to, each Lender pursuant to the terms hereof from time to time
(the “Register”). The entries in the Register shall be conclusive, and the Borrower,
the Administrative Agent and the Lenders may treat each Person whose name is recorded in the
Register pursuant to the terms hereof as a Lender hereunder for all purposes of this
Agreement, notwithstanding notice to the contrary. The Register shall be available for
inspection by the Borrower and any Lender, at any reasonable time and from time to time upon
reasonable prior notice




     (d) Participations. Any Lender may at any time, without the consent of, or notice
to, the Borrower or the Administrative Agent, sell participations to any Person (other than a
natural person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a
“Participant”) in all or a portion of such Lender’s rights and/or obligations under
this Agreement (including all or a portion of its Revolver Commitment and/or the Revolver
Advances owing to it); provided that (i) such Lender’s obligations under this
Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the
other parties hereto for the performance of such obligations and (iii) the Borrower, the
Administrative Agent and the Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender’s rights and obligations under this Agreement.




Any agreement or instrument pursuant to which a Lender sells such a participation shall
provide that such Lender shall retain the sole right to enforce this Agreement and to approve
any amendment, modification or waiver of any provision of this Agreement; provided
that such agreement or instrument may provide that such Lender will not, without the consent
of the Participant, agree to any amendment, modification or waiver described in
Section 9.05(a) (i) through (ix) (inclusive) that
affects such Participant. Subject to paragraph (e) of this Section, the Borrower agrees that
each Participant shall be entitled to the benefits of Sections 8.01 through 8.05 inclusive to
the same extent as if it were a Lender and had acquired its interest by assignment pursuant to
paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be
entitled to the benefits of Section 9.04 as though it were a Lender, provided such Participant
agrees to be subject to Section 9.04 as though it were a Lender.




     (e) Limitations upon Participant Rights. A Participant shall not be entitled to
receive any greater payment under Section 8.03 than the applicable Lender would have been
entitled to receive with respect to the participation sold to such Participant, unless the
sale of the participation to such Participant is made with the Borrower’s prior written
consent. A Participant that would be a Foreign Lender if it were a Lender shall not be
entitled to the benefits of Section 2.12(e) unless the Borrower is notified of the
participation sold to such Participant and such Participant agrees, for the benefit of the
Borrower, to comply with Section 2.12(e) as though it were a Lender.




     (f) Certain Pledges. Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement to secure obligations of
such Lender, including any pledge or assignment to secure obligations to a Federal Reserve
Bank; provided that no such pledge or assignment shall release such Lender from any of
its obligations hereunder or substitute any such pledgee or assignee for such Lender as a
party hereto.



          SECTION 9.08. Confidentiality. Each of the Administrative Agent and the Lenders agrees
to use reasonable efforts to maintain the confidentiality of the Information (as defined below),
except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’
respective partners, directors, officers, employees, agents, advisors and other representatives (it
being understood that disclosure will only be made to Persons who have a need to know in connection
with the performance of their duties, and that disclosure is made only to Persons who are informed of the



 









 






confidential nature of such Information and agree to keep such Information confidential),
(b) to the extent requested by any regulatory authority purporting to have jurisdiction over it
(including any self-regulatory authority, such as the National Association of Insurance
Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or
similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any
remedies hereunder or under any other Loan Document or any action or proceeding relating to this
Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder,
(f) subject to an agreement containing provisions substantially the same as those of this Section,
to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of
its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or
its advisors) to any swap or derivative transaction relating to the Borrower and its obligations,
(g) with the consent of the Borrower or (h) to the extent such Information (x) becomes publicly
available other than as a result of a breach of this Section or (y) becomes available to the
Administrative
Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a
source other than the Borrower and not in violation, to the knowledge of the Administrative Agent,
of any agreement or duty of confidentiality.




          For purposes of this Section, “Information” means all information received from the
Loan Parties or any of their Subsidiaries relating to the Loan Parties or any of their Subsidiaries
or any of their respective businesses, other than any such information that is available to the
Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Loan
Parties or any of their Subsidiaries. Any Person required to maintain the confidentiality of
Information as provided in this Section shall be considered to have complied with its obligation to
do so if such Person has exercised the same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential information.




          Notwithstanding anything herein to the contrary, “Information” shall not include, and the
Borrower, the other Loan Parties, the Administrative Agent, each Lender and the respective
Affiliates of each of the foregoing (and the respective partners, directors, officers, employees,
agents, advisors and other representatives of each of the foregoing and their Affiliates), and any
other party, may disclose to any and all Persons, without limitation of any kind, (a) any
information with respect to the U.S. federal and state income tax treatment of the transactions
contemplated hereby and any facts that may be relevant to understanding such tax treatment, which
facts shall not include for this purpose the names of the parties or any other Person named herein,
or information that would permit identification of the parties or such other Persons, or any
pricing terms or other nonpublic business or financial information that is unrelated to such tax
treatment or facts, and (b) all materials of any kind (including opinions or other tax analyses)
that are provided to any of the Persons referred to above relating to such tax treatment or facts.




          SECTION 9.09. Representation by Lenders. Each Lender hereby represents that it is a
commercial lender or financial institution which makes loans in the ordinary course of its business
and that it will make its Advances hereunder for its own account in the ordinary course of such
business; provided, however, that, subject to Section 9.07, the disposition of the
Note or Notes held by that Lender shall at all times be within its exclusive control.




          SECTION 9.10. Obligations Several. The obligations of each Lender hereunder are
several, and no Lender shall be responsible for the obligations or commitment of any other Lender
hereunder. Nothing contained in this Agreement and no action taken by the Lenders pursuant hereto
shall be deemed to constitute the Lenders to be a partnership, an association, a joint venture or
any other kind of entity. The amounts payable at any time hereunder to each Lender shall be a
separate and independent debt and each Lender shall be entitled to protect and enforce its rights
arising out of this Agreement or any other Loan Document and it shall not be necessary for any
other Lender to be joined as an additional party in any proceeding for such purpose.




          SECTION 9.11. Survival of Certain Obligations. Sections 8.03(a), 8.03(b), 8.05 and
9.03, and the obligations of the Loan Parties thereunder, shall survive, and shall continue to be
enforceable notwithstanding, the termination of this Agreement, and the Revolver Commitments and
the payment in full of the principal of and interest on all Advances.




          SECTION 9.12. North Carolina Law. This Agreement and each Note shall be construed in
accordance with and governed by the law of the State of North Carolina.




          SECTION 9.13. Severability. In case any one or more of the provisions contained in
this Agreement, the Notes or any of the other Loan Documents should be invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the remaining provisions
contained herein and therein shall not in any way be affected or impaired thereby and shall be
enforced to the greatest extent permitted by law.




 









 








          SECTION 9.14. Interest. In no event shall the amount of interest due or payable
hereunder or under the Notes exceed the maximum rate of interest allowed by applicable law, and in
the event any such payment is inadvertently made to any Lender by the Borrower or inadvertently
received by any Lender, then such excess sum shall be credited as a payment of principal, unless
the Borrower shall notify such Lender in writing that it elects to have such excess sum returned
forthwith. It is the express intent hereof that the Borrower not pay and the Lenders not receive,
directly or indirectly in any manner whatsoever, interest in excess of that which may legally be
paid by the Borrower under applicable law.




          SECTION 9.15. Interpretation. No provision of this Agreement or any of the other Loan
Documents shall be construed against or interpreted to the disadvantage of any party hereto by any
court or other governmental or judicial authority by reason of such party having or being deemed to
have structured or dictated such provision.




          SECTION 9.16. Counterparts; Integration; Effectiveness; Electronic Execution.





     (a) Counterparts; Integration; Effectiveness. This Agreement may be executed in
counterparts (and by different parties hereto in different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a single
contract. This Agreement and the other Loan Documents, and any separate letter agreements with
respect to fees payable to the Administrative Agent, constitute the entire contract among the
parties relating to the subject matter hereof and supersede any and all previous agreements
and understandings, oral or written, relating to the subject matter hereof. Except as provided
in Section 3.01, this Agreement shall become effective when it shall have been executed by the
Administrative Agent and when the Administrative Agent shall have received counterparts hereof
that, when taken together, bear the signatures of each of the other parties hereto. Delivery
of an executed counterpart of a signature page of this Agreement by telecopy shall be
effective as delivery of a manually executed counterpart of this Agreement




     (b) Electronic Execution of Assignments. The words “execution,” “signed,”
“signature,” and words of like import in any Assignment and Assumption shall be deemed to
include electronic signatures or the keeping of records in electronic form, each of which
shall be of the same legal effect, validity or enforceability as a manually executed signature
or the use of a paper-based recordkeeping system, as the case may be, to the extent and as
provided for in any applicable law, including the Federal Electronic Signatures in Global and
National Commerce Act, the New York State Electronic Signatures and Records Act, or any other
similar state laws based on the Uniform Electronic Transactions Act.



          SECTION 9.17. Jurisdiction; Waiver of Venue; Service of Process; Waiver of Jury Trial:





     (a) Submission to Jurisdiction. Each Loan Party irrevocably and unconditionally
submits, for itself and its property, to the nonexclusive jurisdiction of the courts of the
State of North Carolina sitting in Forsyth County and of the United States District Court of
the Middle District of North Carolina, and any appellate court from any thereof, in any action
or proceeding arising out of or relating to this Agreement or any other Loan Document, or for
recognition or enforcement of any judgment, and each of the parties hereto irrevocably and
unconditionally agrees that all claims in respect of any such action or proceeding may be
heard and determined in such North Carolina State court or, to the fullest extent permitted by
applicable law, in such Federal court. Each of the parties hereto agrees that a final judgment
in any such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this
Agreement or in any other Loan Document shall affect any right that the Administrative Agent
or any Lender may otherwise have to bring any action or proceeding relating to this Agreement
or any other Loan Document against the Borrower or its properties in the courts of any
jurisdiction.




     (b) Waiver of Venue. The Borrower irrevocably and unconditionally waives, to the
fullest extent permitted by applicable law, any objection that it may now or hereafter have to
the laying of venue of any action or proceeding arising out of or relating to this Agreement
or any other Loan Document in any court referred to in paragraph (a) of this Section. Each of
the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable
law, the defense of an inconvenient forum to the maintenance of such action or proceeding in
any such court.




     (c) Service of Process. Each party hereto irrevocably consents to service of
process in the manner provided for notices in Section 9.01. Nothing in this Agreement will
affect the right of any party hereto to serve process in any other manner permitted by
applicable law.



 









 






     (d) Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED
ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS SECTION.



          SECTION 9.18. Independence of Covenants. All covenants under this Agreement and the
other Loan Documents shall be given independent effect so that if a particular action or condition
is not permitted by any such covenant, the fact that it would be permitted by an exception to, or
would be otherwise allowed by, another covenant shall not avoid the occurrence of a Default if such
action is taken or such condition exists.




          SECTION 9.19. Florida Taxes. In connection with this transaction there may or may not
be due certain documentary stamp taxes and/or intangible taxes imposed by the State of Florida (the
“Florida Taxes”). In addition to (and not in limitation of) the indemnification with respect to tax
liabilities set forth herein, the Loan Parties agree to indemnify the Lender, its directors,
officers, agents and employees from and against any and all liability, damage, loss, cost, expense
or reasonable attorney fees which may accrue to or be sustained by the Lender or its directors,
officers, agents or employees on account of or arising from any claim or action raised by, filed or
brought by or in the name of any Florida governmental or administrative department with respect to
non-payment of the Florida Taxes against the Lender, or any of its directors, officers, agents or
employees.




          SECTION 9.20. Power of Attorney. Each Loan Party hereby irrevocably appoints the
Administrative Agent (such appointment being coupled with an interest) as such Loan Party’s
attorney-in-fact, with full authority in the place and stead of such Loan Party and in the name of
such Loan Party, the Administrative Agent or otherwise, from time to time in the Administrative
Agent’s discretion to take any action and to execute any instrument that the Administrative Agent
may deem reasonably necessary or advisable to accomplish the purposes of this Agreement or the
other Loan Documents, including, without limitation, the following:





     (a) to prepare and file any U.C.C. financing statements against such Loan Party as
debtor;




     (b) upon the occurrence of a Trigger Event, to prepare, sign, and file for recordation in
any appropriate office evidence of the lien and security interest in
favor of the Administrative Agent for the benefit of the Secured Parties in the
Timberland Collateral in the name of such Loan Party as mortgagor; and




     (c) to take or cause to be taken all actions necessary to perform or comply or cause
performance or compliance with the terms of this Agreement, including, without limitation, the
provisions of Section 5.38, to pay or discharge taxes or Liens (other than Permitted
Encumbrances) levied or placed upon or threatened against the Collateral, the legality thereof
and the amounts necessary to discharge the same to be determined by the Administrative Agent
in its sole discretion, any such payments made by the Administrative Agent to become
obligations of such Loan Party to the Administrative Agent, due and payable immediately
without demand.



          Anything in this Section 9.20 to the contrary notwithstanding, the Administrative Agent agrees
that, except as provided in Section 9.20(a), it will not exercise any rights under the power of
attorney provided for in this Section 9.20 unless and until a Trigger Event shall have occurred.




          SECTION 9.21. Post-Closing Actions. Notwithstanding anything to the contrary contained
in this Agreement or the other Loan Documents, the parties hereto acknowledge and agree that the
actions relating to the Collateral and such other matters described on Annex X shall be completed
in accordance with Annex X. The provisions of Annex X shall be deemed incorporated herein by
reference as fully as if set forth herein in its entirety.




          All provisions of this Agreement and the other Loan Documents (including, without limitation,
all conditions precedent, representations, warranties, covenants, events of default and other
agreements herein and therein) shall be



 









 






deemed modified to the extent necessary to effect the
foregoing (and to permit the taking of the actions described above within the time periods required
above, rather than as otherwise provided in the Loan Documents); provided that (x) to the extent
any representation and warranty would not be true because the foregoing actions were not taken on
the Closing Date the respective representation and warranty shall be required to be true and
correct in all material respects at the time the respective action is taken (or was required to be
taken) in accordance with the foregoing provisions of this Section 9.21 and (y) all representations
and warranties relating to the Collateral Documents shall be required to be true immediately after
the actions required to be taken by this Section 9.21 have been taken (or were required to be
taken). The acceptance of the benefits of the Advances shall constitute a covenant and agreement by
each Loan Party to each of the Lenders that the actions required pursuant to this Section 9.21 will
be, or have been, taken within the relevant time periods referred to in this Section 9.21 and that,
at such time, all representations and warranties contained in this Agreement and the other Loan
Documents shall then be true and correct without any modification pursuant to this Section 9.21.
The parties hereto acknowledge and agree that the failure to take any of the actions required
above, within the relevant time periods required above, shall give rise to an immediate Event of
Default pursuant to this Agreement.




          SECTION 9.22. Right of Administrative Agent to Perform. If any Loan Party fails to
perform or comply with any of its agreements contained herein, the Administrative Agent, at its
option, but without any obligation so to do, may perform or comply, or otherwise cause performance
or compliance, with such agreement; provided, however, that unless a Default has
occurred or time is of the essence, the Administrative Agent shall not exercise this right without
first making demand on the Loan Party and the Loan Party has failed to comply immediately
therewith.




ARTICLE X




GUARANTY



          SECTION 10.01. Unconditional Guaranty. Each Guarantor hereby irrevocably,
unconditionally and jointly and severally guarantees, each as a primary obligor and not merely as a
surety, to the Administrative Agent, the Lenders and the other Secured Parties the due and punctual
payment of the principal of and the premium, if any, and interest on the Guaranteed Obligations and
any and all other amounts due under or pursuant to the Loan Documents, when and as the same shall
become due and payable (whether at stated maturity or by optional or mandatory prepayment or by
declaration, redemption or otherwise) in accordance with the terms of the Loan Documents. The
Guarantors’ guaranty under this Section is an absolute, present and continuing guarantee of payment
and not of collectibility, and is in no way conditional or contingent upon any attempt to collect
from the Borrower, any of the Guarantors or any other guarantor of the Guaranteed Obligations (or
any portion thereof) or upon any other action, occurrence or circumstances whatsoever. In the event
that the Borrower or any Guarantor shall fail so to pay any such principal, premium, interest or
other amount to the Administrative Agent, a Lender or any other Secured Party, the Guarantors will
pay the same forthwith, without demand, presentment, protest or notice of any kind (all of which
are waived by the Guarantors to the fullest extent permitted by law), in lawful money of the United
States, at the place for payment specified in the Loan Documents or specified by such
Administrative Agent in writing, to such Administrative Agent. The Guarantors further agree,
promptly after demand, to pay to the Administrative Agent, the Lenders and the other Secured
Parties the costs and expenses incurred by such Administrative Agent, Lender or other Secured Party
in connection with enforcing the rights of such Administrative Agent, Lenders and the other Secured
Parties against the Borrower and any or all of the Guarantors (whether in a Bankruptcy proceeding
or otherwise) following any default in payment of any of the Guaranteed Obligations or the
obligations of the Guarantors hereunder, including, without limitation, the fees and expenses of
counsel to the Administrative Agent, such Lenders and the other Secured Parties.




          SECTION 10.02. Obligations Absolute. The obligations of the Guarantors hereunder are
and shall be absolute and unconditional, irrespective of the validity, regularity or enforceability
of this Agreement, any of the Guaranteed Obligations or any of the Loan Documents, shall not be
subject to any counterclaim, set-off, deduction or defense based upon any claim any of the
Guarantors may have against the Borrower, any other Guarantor or the Administrative Agent, any
Lender or any other Secured Party,
hereunder or otherwise, and shall remain in full force and effect without regard to, and shall
not be released, discharged or in any way affected by, to the fullest extent permitted by law, any
circumstance or condition whatsoever (whether or not any of the Guarantors shall have any knowledge
or notice thereof), including, without limitation:





     (a) any amendment or modification of or supplement to any of the Loan Documents or any
other instrument referred to herein or therein, or any assignment or transfer of any thereof
or of any interest therein, or any furnishing



 









 







or acceptance of additional security for any of
the Guaranteed Obligations;




     (b) any waiver, consent or extension under any Loan Document or any such other
instrument, or any indulgence or other action or inaction under or in respect of, or any
extensions or renewals of, any Loan Document, any such other instrument or any Guaranteed
Obligation;




     (c) any failure, omission or delay on the part of the Administrative Agent to enforce,
assert or exercise any right, power or remedy conferred on or available to the Administrative
Agent or any Lender against the Borrower or any Guarantor, any Subsidiary of the Borrower or
any Subsidiary of any Guarantor;




     (d) any Bankruptcy, insolvency, readjustment, composition, liquidation or similar
proceeding with respect to the Borrower, any Guarantor, any Subsidiary of the Borrower or any
Subsidiary of any Guarantor or any property of the Borrower, any Guarantor or any such
Subsidiary or any unavailability of assets against which the Guaranteed Obligations, or any of
them, may be enforced;




     (e) any merger or consolidation of the Borrower, any Subsidiary of the Borrower or any
Guarantor or any of the Guarantors into or with any other Person or any sale, lease or
transfer of any or all of the assets of any of the Guarantors, the Borrower or any Subsidiary
of the Borrower or any Guarantor to any Person;




     (f) any failure on the part of the Borrower, any Guarantor or any Subsidiary of the
Borrower or any Guarantor for any reason to comply with or perform any of the terms of any
agreement with any of the Guarantors;




     (g) any exercise or non-exercise by the Administrative Agent, any Lender or any other
Secured Party, of any right, remedy, power or privilege under or in respect of any of the Loan
Documents or the Guaranteed Obligations, including, without limitation, under this Section;




     (h) any default, failure or delay, willful or otherwise, in the performance or payment of
any of the Guaranteed Obligations;




     (i) any furnishing or acceptance of security, or any release, substitution or exchange
thereof, for any of the Guaranteed Obligations;




     (j) any failure to give notice to any of the Guarantors of the occurrence of any breach
or violation of, or any event of default or any default under or with respect to, any of the
Loan Documents or the Guaranteed Obligations;




     (k) any partial prepayment, or any assignment or transfer, of any of the Guaranteed
Obligations; or




     (l) any other circumstance (other than payment in full) which might otherwise constitute
a legal or equitable discharge or defense of a guarantor or which might in any manner or to
any extent vary the risk of such Guarantor.



          The Guarantors covenant that their respective obligations hereunder will not be discharged
except by complete performance of the obligations contained in the Loan Documents and this
Agreement and the final payment in full of the Guaranteed Obligations. The Guarantors
unconditionally waive, to the fullest extent permitted by law (A) notice of any of the matters
referred to in this Section, (B) any and all rights which any of the Guarantors may now or
hereafter have arising under, and any right to claim a discharge of the Guarantor’s obligations
hereunder by reason of the failure or refusal by the Administrative Agent, any Lender or any other
Secured Party to take any action pursuant to any statute permitting a Guarantor to request that the
Administrative Agent or any Lender attempt to collect the Guaranteed Obligations from the Borrower,
any of the Guarantors or any other guarantor (including without limitation any rights under
Sections 26-7, 26-8 or 26-9 of the North Carolina General Statutes, O.C.G.A. § 10-7-24, or any
similar or successor provisions), (C) all notices which may be required by statute, rule of law or
otherwise to preserve any of the rights of the Administrative Agent, any Lender or any other
Secured Party against the Guarantors, including, without limitation, presentment to or demand of
payment from the Borrower, any of the Subsidiaries of the Borrower or any Guarantor, or any of the
other Guarantors with respect to any Loan Document or this agreement, notice of acceptance of the
Guarantors’ guarantee hereunder and/or notice to the Borrower, any of the Subsidiaries of the
Borrower or any Guarantor, or any Guarantor of default or protest for nonpayment or dishonor, (D)
any diligence in collection from or protection of or realization upon all or any portion of the
Guaranteed Obligations or any security therefor, any liability hereunder, or any



 









 






party primarily or
secondarily liable for all or any portion of the Guaranteed Obligations, and (E) any duty or
obligation of the Administrative Agent, any Lender or any other Secured Party to proceed to collect
all or any portion of the Guaranteed Obligations from, or to commence an action against, the
Borrower, any Guarantor or any other Person, or to resort to any security or to any balance of any
deposit account or credit on the books of the Administrative Agent, any Lender or any other Secured
Party in favor of the Borrower, any Guarantor or any other Person, despite any notice or request of
any of the Guarantors to do so.




          SECTION 10.03. Continuing Obligations; Reinstatement. The obligations of the
Guarantors under this Article X are continuing obligations and shall continue in full force
and effect until such time as all of the Guaranteed Obligations (and any renewals and extensions
thereof) shall have been finally paid and satisfied in full. The obligations
of the Guarantors under this Article X shall continue to be effective or be
automatically reinstated, as the case may be, if any payment made by the Borrower, any Guarantor or
any Subsidiary of the Borrower or any Guarantor on, under or in respect of any of the Guaranteed
Obligations is rescinded or must otherwise be restored or returned by the recipient upon the
insolvency, Bankruptcy, dissolution, liquidation or reorganization of the Borrower, any Guarantor
or any such Subsidiary, or upon or as a result of the appointment of a custodian, receiver, trustee
or other officer with similar powers with respect to the Borrower, any Guarantor or any such
Subsidiary or any substantial part of the property of the Borrower, any Guarantor or any such
Subsidiary, or otherwise, all as though such payment had not been made. If an event permitting the
acceleration of all or any portion of the Guaranteed Obligations shall at any time have occurred
and be continuing, and such acceleration shall at such time be stayed, enjoined or otherwise
prevented for any reason, including without limitation because of the pendency of a case or
proceeding relating to the Borrower, any Guarantor or any Subsidiary of the Borrower or any
Guarantor under any Bankruptcy or insolvency law, for purposes of this Article X and the
obligations of the Guarantors hereunder, such Guaranteed Obligations shall be deemed to have been
accelerated with the same effect as if such Guaranteed Obligations had been accelerated in
accordance with the terms of the applicable Loan Documents or of this Agreement.




          SECTION 10.04. Additional Security, Etc. The Guarantors authorize the Administrative
Agent on behalf of the Lenders without notice to or demand on the Guarantors and without affecting
their liability hereunder, from time to time (a) to obtain additional or substitute endorsers or
guarantors; (b) to exercise or refrain from exercising any rights against, and grant indulgences
to, the Borrower, any Subsidiary of the Borrower or any Guarantor, any other Guarantor or others;
and (c) to apply any sums, by whomsoever paid or however realized, to the payment of the principal
of, premium, if any, and interest on, and other obligations consisting of, the Guaranteed
Obligations. The Guarantors waive any right to require the Administrative Agent, any Lender or any
other Secured Party to proceed against any additional or substitute endorsers or guarantors or the
Borrower or any of their Subsidiaries or any other Person or to pursue any other remedy available
to the Administrative Agent, any such Lender or any such other Secured Party.




          SECTION 10.05. Information Concerning the Borrower. The Guarantors assume all
responsibility for being and keeping themselves informed of the financial condition and assets of
the Borrower, the other Guarantors and their respective Subsidiaries, and of all other
circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature,
scope and extent of the risks which the Guarantors assume and insure hereunder, and agree that
neither the Administrative Agent, any Lender nor any other Secured Party shall have any duty to
advise the Guarantors of information known to the Administrative Agent, any such Lender or any such
other Secured Party regarding or in any manner relevant to any of such circumstances or risks.




          SECTION 10.06. Guarantors’ Subordination. The Guarantors hereby absolutely
subordinate, both in right of payment and in time of payment, any present and future indebtedness
of the Borrower or any Subsidiary of the Borrower or any Guarantor to any or all of the Guarantors
to the indebtedness of the Borrower or any such Subsidiary or to the Administrative Agent, Lenders
and the other Secured Parties (or any of them), provided that the Guarantors may receive scheduled
payments of principal, premium (if any) and interest in respect of such present or future
indebtedness so long as there is no Event of Default then in existence.




          SECTION 10.07. Waiver of Subrogation. Notwithstanding anything herein to the contrary,
until the payment in full of the Guaranteed Obligations, the Guarantors hereby waive any right of
subrogation (under contract, Section 509 of the Bankruptcy Code or otherwise) or any other right of
indemnity, reimbursement or contribution and hereby waive any right to enforce any remedy that the
Administrative Agent, any Lender or any other Secured Party now has or may hereafter have against
the Borrower, any Guarantor or any endorser or any other guarantor of all or any part of the
Guaranteed Obligations, and the Guarantors hereby waive any benefit of, and any right to
participate in, any security or collateral given to the Administrative Agent, any Lender or any
other Secured Party to secure payment or performance of


 









 







the Guaranteed Obligations or any other
liability of the Borrower to the Administrative Agent, any Lender or any other Secured Party. The
waiver contained in this Section shall continue and survive the termination of this Agreement and
the final payment in full of the Guaranteed Obligations.




          SECTION 10.08. Enforcement. In the event that the Guarantors shall fail forthwith to
pay upon demand of the Administrative Agent, any Lender or any other Secured Party any amounts due
pursuant to this Article X or to perform or comply with or to cause performance or
compliance with any other obligation of the Guarantors under this Agreement the Administrative
Agent, any Lender and any other Secured Party shall be entitled and empowered to institute any
action or proceeding at law or in equity for the collection of the sums so due and unpaid or for
the performance of or compliance with such terms, and may prosecute any such action or proceeding
to judgment or final decree and may enforce such judgment or final decree against the Guarantors
and collect in the manner provided by law out of the property of the Guarantors, wherever situated,
any monies adjudged or decreed to be payable. The obligations of the Guarantors under this
Agreement are continuing obligations and a fresh cause of action shall arise in respect of each
default hereunder.




          SECTION 10.09. Miscellaneous. Except as may otherwise be expressly agreed upon in
writing, the liability of the Guarantors under this Article X shall neither affect nor be affected
by any prior or subsequent guaranty by the Guarantors of any other indebtedness to the
Administrative Agent, the Lenders or any other Secured Party. Notwithstanding anything in this
Article X to the contrary, the maximum liability of each Guarantor hereunder shall in no event
exceed the maximum amount which could be paid out by such Guarantor without rendering such
Guarantor’s obligations under this Article X, in whole or in part, void or voidable under
applicable law, including, without
limitation, (i) the Bankruptcy Code of 1978, as amended, and (ii) any applicable state or
federal law relative to fraudulent conveyances.



ARTICLE XI




LETTER OF CREDIT FACILITY



          SECTION 11.01. Obligation to Issue. Subject to the terms and conditions of this
Agreement, and in reliance upon the representations and warranties of the Borrower herein set
forth, the Letter of Credit Issuer shall issue for the account of Borrower, one or more Letters of
Credit denominated in Dollars, in accordance with Article II and this Article XI, from time to time
during the period commencing on the Closing Date and ending thirty (30) days prior to the
Termination Date.




          SECTION 11.02. Types and Amounts. The Letter of Credit Issuer shall have no obligation
to issue any Letter of Credit at any time:





     (a) if the aggregate maximum amount then available for drawing under Letters of Credit,
after giving effect to the issuance of the requested Letter of Credit, shall exceed any limit
imposed by law or regulation upon the Letter of Credit Issuer;




     (b) if, after giving effect to the issuance of the requested Letter of Credit, (i) the
aggregate Letter of Credit Obligations would exceed $30,000,000, (ii) the total number of
Letters of Credit outstanding would exceed fifty (50); or (iii) the conditions set forth in
Section 2.01(a) would not be satisfied;




     (c) which has an expiration date (i) more than 365 days after the date of issuance or
(ii) after the fifth (5th) Domestic Business Day prior to the Termination Date.



          SECTION 11.03. Conditions. In addition to being subject to the satisfaction of the
conditions contained in Article III, the obligation of the Letter of Credit Issuer to issue any
Letter of Credit is subject to the satisfaction in full of the following conditions:





     (a) the Borrower shall have delivered to the Letter of Credit Issuer at such times and in
such manner as the Letter of Credit Issuer may prescribe, a Letter of Credit Application
Agreement and such other documents and materials as may be required pursuant to the terms
thereof all satisfactory in form and substance to the Letter of Credit Issuer and the terms of
the proposed Letter of Credit shall be satisfactory in form and substance to the Letter of
Credit Issuer;



 









 






     (b) as of the date of issuance no order, judgment or decree of any court, arbitrator or
Authority shall purport by its terms to enjoin or restrain the Letter of Credit Issuer from
issuing the Letter of Credit and no law, rule or regulation applicable to the Letter of Credit
Issuer and no request or directive (whether or not having the force of law) from any
Governmental Authority with jurisdiction over the
Letter of Credit Issuer shall prohibit or request that the Letter of Credit Issuer
refrain from the issuance of letters of credit generally or the issuance of that Letter of
Credit; and




     (c) after the issuance of the requested Letter of Credit, the conditions set forth in
Section 2.01(a) shall be satisfied.



          SECTION 11.04. Issuance of Letters of Credit.





     (a) Request for Issuance. At least three Domestic Business Days before the
effective date for any Letter of Credit, the Borrower shall give the Letter of Credit Issuer a
written notice containing the original signature of an authorized officer or employee of such
Borrower. Such notice shall be irrevocable and shall specify the original face amount of the
Letter of Credit requested (which original face amount shall not be less than $10,000, the
effective date (which day shall be a Domestic Business Day) of issuance of such requested
Letter of Credit, the date on which such requested Letter of Credit is to expire, the amount
of then outstanding Letter of Credit Obligations, the purpose for which such Letter of Credit
is to be issued, whether such Letter of Credit may be drawn in single or partial draws and the
person for whose benefit the requested Letter of Credit is to be issued.




     (b) Issuance; Notice of Issuance. If the conditions set forth in Section 11.03
are satisfied, the Letter of Credit Issuer shall issue the requested Letter of Credit. The
Letter of Credit Issuer shall give each Lender written or telex notice in substantially the
form of Exhibit L, or telephonic notice confirmed promptly thereafter in writing, of the
issuance of a Letter of Credit and shall deliver to each Lender in connection with such notice
a copy of the Letter of Credit issued by the Letter of Credit Issuer.




     (c) No Extension or Amendment. The Letter of Credit Issuer shall not extend or
amend any Letter of Credit if the issuance of a new Letter of Credit having the same terms as
such Letter of Credit as so amended or extended would be prohibited by Section 11.02 or
Section 11.03.



          SECTION 11.05. Reimbursement Obligations; Duties of the Issuing Lender.





     (a) Reimbursement. Notwithstanding any provisions to the contrary in any Letter
of Credit Application Agreement:




     (i) the Borrower shall reimburse the Letter of Credit Issuer for drawings under a
Letter of Credit issued by it no later than the earlier of (A) the time specified in
such Letter of Credit Application Agreement, or (B) 1 Domestic Business Day after the
payment by the Letter of Credit Issuer;




     (ii) any Reimbursement Obligation with respect to any Letter of Credit shall bear
interest from the date of the relevant drawing under the pertinent
Letter of Credit until the date of payment in full thereof at a rate per annum
equal to the Default Rate; and




     (iii) in order to implement the foregoing, upon the occurrence of a draw under any
Letter of Credit, unless the Letter of Credit Issuer is reimbursed in accordance with
Subsection (i) above, the Borrower irrevocably authorizes the Letter of Credit Issuer
and the Administrative Agent to treat such nonpayment as a Notice of Borrowing in the
amount of such Reimbursement Obligation and the Lenders to make Advances to Borrower in
such amount regardless of whether the conditions precedent to the making of Advances
hereunder have been met. The Borrower further authorizes the Administrative Agent to
credit the proceeds of such Advance so as to immediately eliminate the liability of the
Borrower for Reimbursement Obligations under such Letter of Credit.




     (b) Duties of the Letter of Credit Issuer. Any action taken or omitted to be
taken by the Letter of Credit Issuer in connection with any Letter of Credit, if taken or
omitted in the absence of willful misconduct or gross negligence, shall not put the Letter of
Credit Issuer under any resulting liability to any Lender, or assuming that the Letter of
Credit Issuer has complied with the procedures specified in Section 3.02, relieve that Lender
of its obligations hereunder to the Letter of Credit Issuer. In determining whether to pay
under any Letter of Credit, the Letter of



 









 







Credit Issuer shall have no obligation relative to
the Lenders other than to confirm that any documents required to have been delivered under
such Letter of Credit appear to comply on their face, with the requirements of such Letter of
Credit.



          SECTION 11.06. Participations.





     (a) Purchase of Participations. Immediately upon issuance by the Letter of Credit
Issuer of any Letter of Credit in accordance with the procedures set forth in Section 11.04,
each Lender shall be deemed to have irrevocably and unconditionally purchased and received
from the Letter of Credit Issuer, without recourse or warranty, an undivided interest and
participation, to the extent of such Lender’s ratable share of the aggregate Revolver
Commitments, in such Letter of Credit; provided, that a Letter of Credit shall not be entitled
to the benefits of this Section 11.06 if the Letter of Credit Issuer shall have received
written notice from any Lender on or before the Domestic Business Day immediately prior to the
date of the Letter of Credit Issuer’s issuance of such Letter of Credit that one or more of
the conditions contained in Section 11.03 or Article III is not then satisfied, and, in the
event the Letter of Credit Issuer receives such a notice, it shall have no further obligation
to issue any Letter of Credit until such notice is withdrawn by that Lender or until the
Required Lenders have effectively waived such condition in accordance with the provisions of
this Agreement.




     (b) Sharing of Letter of Credit Payments. In the event that the Letter of Credit
Issuer makes any payment under any Letter of Credit for which the Borrower shall not have
repaid such amount to the Letter of Credit Issuer pursuant to Section 11.07
or which cannot be paid by an Advance pursuant to Subsection (iii) of Section 11.05(a),
the Letter of Credit Issuer shall promptly notify each Lender of such failure, and each Lender
shall promptly and unconditionally pay to the Letter of Credit Issuer such Lender’s ratable
share of the amount of such payment in Dollars and in same day funds. If the Letter of Credit
Issuer so notifies such Lender prior to 11:00 A.M. (Winston-Salem, North Carolina time) on any
Domestic Business Day, such Lender shall make available to the Letter of Credit Issuer its
ratable share of the amount of such payment on such Domestic Business Day in same day funds.
If and to the extent such Lender shall not have so made its ratable share of the amount of
such payment available to the Letter of Credit Issuer, such Lender agrees to pay to the Letter
of Credit Issuer forthwith on demand such amount together with interest thereon, for each day
from the date such payment was first due until the date such amount is paid to the Letter of
Credit Issuer at the Base Rate. The failure of any Lender to make available to the Letter of
Credit Issuer its ratable share of any such payment shall neither relieve nor increase the
obligation of any other Lender hereunder to make available to the Letter of Credit Issuer its
ratable share of any payment on the date such payment is to be made.




     (c) Sharing of Reimbursement Obligation Payments. Whenever the Letter of Credit
Issuer receives a payment on account of a Reimbursement Obligation, including any interest
thereon, as to which the Letter of Credit Issuer has received any payments from the Lenders
pursuant to this Section 11.06, it shall promptly pay to each Lender which has funded its
participating interest therein, in Dollars and in the kind of funds so received, an amount
equal to such Lender’s ratable share thereof. Each such payment shall be made by the Letter of
Credit Issuer on the Domestic Business Day on which the funds are paid to such Person, if
received prior to 10:00 am. (Winston-Salem, North Carolina time) on such Domestic Business
Day, and otherwise on the next succeeding Domestic Business Day.




     (d) Documentation. Upon the request of any Lender, the Letter of Credit Issuer
shall furnish to such Lender copies of any Letter of Credit, Letter of Credit Application
Agreement and other documentation relating to Letters of Credit issued pursuant to this
Agreement.




     (e) Obligations Irrevocable. The obligations of the Lenders to make payments to
the Letter of Credit Issuer with respect to a Letter of Credit shall be irrevocable, not
subject to any qualification or exception whatsoever and shall be made in accordance with, but
not subject to, the terms and conditions of this Agreement under all circumstances (assuming
that the Letter of Credit Issuer has issued such Letter of Credit in accordance with
Section 11.04 and such Lender has not given a notice contemplated by Section 11.06(a) that
continues in full force and effect), including, without limitation, any of the following
circumstances:




     (i) any lack of validity or enforceability of this Agreement or any of the other
Loan Documents;




     (ii) the existence of any claim, set-off, defense or other right which the Borrower
may have at any time against a beneficiary named in a Letter of Credit or any transferee
of any Letter of Credit (or any Person for whom any such transferee may be acting), the
Letter of Credit Issuer, the Administrative Agent, any Lender or



 









 







any other Person,
whether in connection with this Agreement, any Letter of Credit, the transactions
contemplated herein or any unrelated transactions;




     (iii) any draft, certificate or any other document presented under the Letter of
Credit proves to be forged, fraudulent, invalid or insufficient in any respect or any
statement therein being untrue or inaccurate in any respect;




     (iv) the surrender or impairment of any security for the performance or observance
of any of the terms of any of the Loan Documents;




     (v) payment by the Letter of Credit Issuer under any Letter of Credit proving to be
forged, fraudulent, invalid or insufficient in any respect or any statement therein
being untrue or inaccurate in any respect;




     (vi) payment by the Letter of Credit Issuer under any Letter of Credit against
presentation of any draft or certificate that does not comply with the terms of such
Letter of Credit, except payment resulting from the gross negligence or willful
misconduct of the Letter of Credit Issuer; or




     (vii) any other circumstances or happenings whatsoever, whether or not similar to
any of the foregoing, except circumstances or happenings resulting from the gross
negligence or willful misconduct of the Letter of Credit Issuer.



          SECTION 11.07. Payment of Reimbursement Obligations.





     (a) Payments to Issuing Lender. The Borrower agrees to pay to the Letter of
Credit Issuer the amount of all Reimbursement Obligations, interest and other amounts payable
to the Letter of Credit Issuer under or in connection with any Letter of Credit issued for
such Borrower’s account immediately when due, irrespective of:




     (i) any lack of validity or enforceability of this Agreement or any of the other
Loan Documents;




     (ii) the existence of any claim, set-off, defense or other right which the Borrower
may have at any time against a beneficiary named in a Letter of Credit or any transferee
of any Letter of Credit (or any Person for whom any such transferee may be acting), the
Letter of Credit Issuer, the Administrative Agent, any Lender or any other Person,
whether in connection with this Agreement, any Letter of Credit, the transactions
contemplated herein or any unrelated transactions;




     (iii) any draft, certificate or any other document presented under the Letter of
Credit proves to be forged, fraudulent, invalid or insufficient in any respect or any
statement therein being untrue or inaccurate in any respect;




     (iv) the surrender or impairment of any security for the performance or observance
of any of the terms of any of the Loan Documents;




     (v) payment by the Letter of Credit Issuer under any Letter of Credit proving to be
forged, fraudulent, invalid or insufficient in any respect or any statement therein
being untrue or inaccurate in any respect;




     (vi) payment by the Letter of Credit Issuer under any Letter of Credit against
presentation of any draft or certificate that does not comply with the terms of such
Letter of Credit, except payment resulting from the gross negligence or willful
misconduct of the Letter of Credit Issuer; or




     (vii) any other circumstances or happenings whatsoever, whether or not similar to
any of the foregoing, except circumstances or happenings resulting from the gross
negligence or willful misconduct of the Letter of Credit Issuer.




     (b) Recovery or Avoidance of Payments. In the event any payment by or on behalf
of the Borrower received by the Letter of Credit Issuer with respect to a Letter of Credit and
distributed by the Letter of Credit Issuer to the Lenders on account of their participations
is thereafter set aside, avoided or recovered from the Letter of Credit Issuer



 









 







in connection
with any receivership, liquidation or bankruptcy proceeding, each Lender that received such
distribution shall, upon demand by the Letter of Credit Issuer, contribute such Lender’s
ratable share of the amount set aside, avoided or recovered together with interest at the rate
required to be paid by the Letter of Credit Issuer upon the amount required to be repaid by
it.



          SECTION 11.08. Compensation for Letters of Credit. The compensation for Letters of
Credit shall be as set forth in Section 2.07.




          SECTION 11.09. Indemnification; Exoneration.





     (a) Indemnification. In addition to amounts payable as elsewhere provided in this
Article XI, the Borrower shall protect, indemnify, pay and save the Letter of Credit Issuer,
the Administrative Agent and each Lender harmless from and against any and all claims,
demands, liabilities, damages, losses, costs, charges and expenses (including reasonable
attorneys’ fees) which the Letter of Credit Issuer, the Administrative Agent, or any Lender
may incur or be subject to as a consequence of the issuance of any Letter of Credit for the
Borrower’s account other than as a result of such Lender’s gross negligence or willful
misconduct, as determined by a court of competent jurisdiction.




     (b) Assumption of Risk by Borrower. As between the Borrower, the Letter of Credit
Issuer, the Administrative Agent and Lenders, the Borrower assumes all risks of the acts and
omissions of, or misuse of the Letters of Credit issued for such Borrower’s account by, the
respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of
the foregoing, the Letter of Credit Issuer, the Administrative Agent and the Lenders shall not
be responsible for (i) the form, validity, sufficiency, accuracy, genuineness or legal effect
of any document submitted by any party in connection with the application for and issuance of
the Letters of Credit, even if it should in fact prove to be in any or all respects invalid,
insufficient, inaccurate, fraudulent or forged, (ii) the validity or sufficiency of any
instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or
the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to
be invalid or ineffective for any reason, (iii) failure of the beneficiary of a Letter of
Credit to comply duly with conditions required in order to draw upon such Letter of Credit,
(iv) errors, omissions, interruptions or delays in transmission or delivery of any messages,
by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher, for errors in
interpretation of technical terms, (vi) any loss or delay in the transmission or otherwise of
any document required in order to make a drawing under any Letter of Credit or of the proceeds
thereof, (vii) the misapplication by the beneficiary of a Letter of Credit of the proceeds of
any drawing under such Letter of Credit; and (viii) any consequences arising from causes
beyond the control of the Letter of Credit Issuer, the Administrative Agent and the Lenders.




     (c) Exoneration. In furtherance and extension and not in limitation of the
specific provisions hereinabove set forth, any action taken or omitted by the Letter of Credit
Issuer under or in connection with the Letters of Credit or any related certificates if taken
or omitted in good faith and with reasonable care, shall not put the Letter of Credit Issuer,
the Administrative Agent or any Lender under any resulting liability to the Borrower or
relieve the Borrower of any of its obligations hereunder to any such Person.



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




	 	 	 	 	 	 	 

	 	 	THE ST. JOE COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Stephen W. Solomon
 

Stephen W. Solomon
	 	 
	 

	 	Title:
	 	Senior Vice President — Treasurer	 	 






[CORPORATE SEAL]



 









 





	 	 	 	 	 	 	 

	 	 	INITIAL GUARANTORS	 	 
	 
	 	 	 	 	 	 
	 	 	ST. JOE TIMBERLAND COMPANY OF DELAWARE, L.L.C.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Stephen W. Solomon
 
	 	 
	 	 	Name: Stephen W. Solomon	 	 
	 	 	Title: Senior Vice President — Treasurer	 	 






[CORPORATE SEAL]



	 	 	 	 	 	 	 

	 	 	ST. JOE FINANCE COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Stephen W. Solomon
 
	 	 
	 	 	Name: Stephen W. Solomon	 	 
	 	 	Title: Vice President — Treasurer	 	 






[CORPORATE SEAL]



	 	 	 	 	 	 	 

	 	 	ST. JOE RESIDENTIAL ACQUISITIONS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Stephen W. Solomon
 
	 	 
	 	 	Name: Stephen W. Solomon	 	 
	 	 	Title: Senior Vice President — Treasurer	 	 






[CORPORATE SEAL]



	 	 	 	 	 	 	 	 	 

	COMMITMENTS	 	BRANCH BANKING AND TRUST COMPANY,	 	 	 	 
	 	 	as Administrative Agent and as a Lender	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By: /s/	 	Michael F. Skorich	 	 	 	(SEAL)
	 

	 	 	 	 	 	 	 	 
	Revolver	 	Michael F. Skorich	 	 	 	 
	Commitment:	 	Senior Vice President	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	$100,000,000
	 	 	 	 	 	 	 	 
	 	 	Lending Office	 	 	 	 
	 	 	Branch Banking and Trust Company	 	 	 	 
	 	 	200 West Second Street, 16th Floor	 	 	 	 






Winston-Salem, NC 27101



Attention: Michael F. Skorich, Senior Vice President



Telecopy number: (336) 733-2740



Telephone number: (336) 733-2709



And a copy to:



Christopher E. Leon, Esq.



Womble Carlyle Sandridge & Rice, PLLC

One West Fourth Street



Winston-Salem, NC 27101



Telecopy number: (336) 726-6932



Telephone number: (336) 721-3518




 









 








EXHIBIT A




NOTICE OF BORROWING




                    , 20__


To: Branch Banking and Trust Company, as Administrative Agent





Re: Credit Agreement (as amended and modified from time to time, the “Credit
Agreement”) dated as of September 19, 2008 among The St. Joe Company, the
Initial Guarantors listed on the signature pages thereof, Branch Banking and
Trust Company, as a Lender and Administrative Agent, and the Lenders listed on
the signature pages thereof


Ladies and Gentlemen:




          Unless otherwise defined herein, capitalized terms used herein shall have the meanings
attributable thereto in the Credit Agreement.




          This Notice of Borrowing is delivered to you pursuant to Section 2.02 of the Credit Agreement.




          The Borrower hereby requests a [Euro-Dollar Borrowing] [Base Rate Borrowing] in the aggregate
principal amount of $    to be made on     , 20    and for interest to
accrue thereon at the rate established by the Credit Agreement for [Index Euro-Dollar
Advances] [Tranche Euro-Dollar Advances] [Base Rate Advances]. [The duration of the Interest
Period with respect to such Tranche Euro-Dollar Advances shall be [1 month] [2 months] [3 months]].




          The Borrower has caused this Notice of Borrowing to be executed and delivered by their duly
authorized officers this     day of     , 20    .




          All of the conditions applicable to the Borrowing requested herein as set forth in the Credit
Agreement have been satisfied as of the date hereof and will remain satisfied on the date of such
Borrowing, including, without limitation, those set forth in Section 3.02 of the Credit Agreement.




	 	 	 	 	 

	 

	 	THE ST. JOE COMPANY
	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 

	 	[CORPORATE SEAL]	 	 






EXHIBIT B




REVOLVER NOTE



$     Winston-Salem, North Carolina




September 19, 2008




          For value received, THE ST. JOE COMPANY(the “Borrower”) promises to pay to the order of
    (the “Lender”), for the account of its Lending Office, the principal sum of
    and No/100 Dollars ($    ), or such lesser amount as shall equal the unpaid
principal amount of each Revolver Advance made by the Lender to the Borrower pursuant to the Credit
Agreement referred to below, on the dates and in the amounts provided in the Credit Agreement. The
Borrower promises to pay interest on the unpaid principal amount of this Revolver Note on the dates
and at the rate or rates provided for in the Credit Agreement. Interest on any overdue principal of
and, to the extent permitted by law, overdue interest on the principal amount hereof shall bear
interest at the Default Rate, as provided for in the Credit Agreement. All such payments of
principal and interest shall be made in lawful money of the United States in federal or other
immediately available funds at the office of Branch Banking and Trust Company, 200 West Second
Street, 16th Floor, Winston-Salem, NC 27101, or at such other address as may be
specified from time to time pursuant to the Credit Agreement.







 









 








          All Revolver Advances made by the Lender, the interest rates from time to time applicable
thereto and all repayments of the principal thereof shall be recorded by the Lender and, prior to
any transfer hereof, endorsed by the Lender on the schedule attached hereto, or on a continuation
of such schedule attached to and made a part hereof; provided that the failure of the
Lender to make, or any error of the Lender in making, any such recordation or endorsement shall not
affect the obligations of the Borrower hereunder or under the Credit Agreement. This Note is
secured by, among other security, the Collateral Documents, now or hereafter entered into, as the
same may be modified or amended from time to time.




          This Note is one of the Notes referred to in the Credit Agreement dated as of September 19,
2008 among the Borrower, the Initial Guarantors listed on the signature pages thereof, the lenders
listed on the signature pages thereof and their successors and assigns, and Branch Banking and
Trust Company, as a Lender and as Administrative Agent (as the same may be amended or modified from
time to time, the “Credit Agreement”). Terms defined in the Credit Agreement are used herein with
the same meanings. Reference is made to the Credit Agreement for provisions for the prepayment and
the repayment hereof and the acceleration of the maturity hereof, as well as the obligation of the
Borrower to pay all costs of collection, including reasonable attorneys fees, in the event this
Note is collected by law or through an attorney at law.




          The Borrower hereby waives presentment, demand, protest, notice of demand, protest and
nonpayment and any other notice required by law relative hereto, except to the extent as otherwise
may be expressly provided for in the Credit Agreement.




          IN WITNESS WHEREOF, the Borrower has caused this Note to be duly executed under seal, by its
duly authorized officer as of the day and year first above written.




	 	 	 	 	 

	 

	 	THE ST. JOE COMPANY
	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 

	 	[CORPORATE SEAL]	 	 






Revolver Note (cont’d)




ADVANCES AND PAYMENTS OF PRINCIPAL



	 	 	 	 	 	 	 	 	 
	 	 	 	 	Amount	 	Amount of	 	 
	 	 	Interest	 	of	 	Principal	 	Notation
	Date	 	Rate	 	Advance	 	Repaid	 	Made By
	 
	 	 	 	 	 	 	 	 





 









 






EXHIBIT B-2




SWING ADVANCE NOTE



$     Winston-Salem, North Carolina




September 19, 2008




          For value received, THE ST. JOE COMPANY (the “Borrower”) promises to pay to the order
of     (the “Lender”), for the account of its Lending Office, the principal sum of
    and No/100 Dollars ($    ), or such lesser amount as shall equal the unpaid
principal amount of each Swing Advance made by the Lender to the Borrower pursuant to the Credit
Agreement referred to below (and not otherwise repaid by Revolver Advances under the Credit
Agreement), on the dates and in the amounts provided in the Credit Agreement. The Borrower promises
to pay interest on the unpaid principal amount of this Swing Advance Note on the dates and at the
rate or rates provided for in the Credit Agreement. Interest on any overdue principal of and, to
the extent permitted by law, overdue interest on the principal amount hereof shall bear interest at
the Default Rate, as provided for in the Credit Agreement. All such payments of principal and
interest shall be made in lawful money of the United States in federal or other immediately
available funds at the office of Branch Banking and Trust Company, 200 West Second Street,
16th Floor, Winston-Salem, NC 27101, or at such other address as may be specified from
time to time pursuant to the Credit Agreement.




          All Swing Advances made by the Lender, the interest rates from time to time applicable thereto
and all repayments of the principal thereof shall be recorded by the Lender and, prior to any
transfer hereof, endorsed by the Lender on the schedule attached hereto, or on a continuation of
such schedule attached to and made a part hereof; provided that the failure of the Lender
to make, or any error of the Lender in making, any such recordation or endorsement shall not affect
the obligations of the Borrower hereunder or under the Credit Agreement. This Note is secured by,
among other security, the Collateral Documents, now or hereafter entered into, as the same may be
modified or amended from time to time.




          This Note is the Swing Advance Note referred to in the Credit Agreement dated as of September
19, 2008 among the Borrower, the Initial Guarantors listed on the signature pages thereof, the
lenders listed on the signature pages thereof and their successors and assigns, Branch Banking and
Trust Company, as a Lender, Letter of Credit Issuer and Administrative Agent, and BB&T Capital
Markets, as Lead Arranger (as the same may be amended or modified from time to time, the “Credit
Agreement”). Terms defined in the Credit Agreement are used herein with the same meanings.
Reference is made to the Credit Agreement for provisions for the prepayment and the repayment
hereof and the acceleration of the maturity hereof.




 









 








          The Borrower hereby waives presentment, demand, protest, notice of demand, protest and
nonpayment and any other notice required by law relative hereto, except to the extent as otherwise
may be expressly provided for in the Credit Agreement.




          The Borrower agrees, in the event that this Note or any portion hereof is collected by law or
through an attorney at law, to pay all reasonable costs of collection, including, without
limitation, reasonable attorneys’ fees.




          IN WITNESS WHEREOF, the Borrower has caused this Swing Advance Note to be duly executed under
seal, by its duly authorized officer as of the day and year first above written.




	 	 	 	 	 	 	 

	 	 	THE ST. JOE COMPANY (SEAL)	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	(SEAL)
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 






Swing Advance Note (cont’d)




ADVANCES AND PAYMENTS OF PRINCIPAL



	 	 	 	 	 	 	 
	 	 	Amount	 	Amount of	 	 
	 	 	of	 	Principal	 	Notation
	Date	 	Advance	 	Repaid	 	Made By
	 
	 	 	 	 	 	 






 









 






EXHIBIT C




FORM OF NOTICE OF CONTINUATION OR CONVERSION




                    , 20__


To: Branch Banking and Trust Company, as Administrative Agent





Re: Credit Agreement (as amended and modified from time to time, the “Credit
Agreement”) dated as of September 19, 2008 among The St. Joe Company, the
Initial Guarantors listed on the signature pages thereof, Branch Banking and
Trust Company, as a Lender and Administrative Agent, and the Lenders listed on
the signature pages thereof


Gentlemen:




          Unless otherwise defined herein, capitalized terms used herein shall have the meanings
attributable thereto in the Credit Agreement.




          This Notice of Continuation or Conversion is delivered to you pursuant to Section 2.03 of the
Credit Agreement.




          With respect to the [Base Rate Advances] [Index Euro-Dollar Advances] [Tranche Euro-Dollar
Advances] in the aggregate amount of $    [which has an Interest Period ending on
   ], the Borrower hereby requests that such advance be [converted to a] [Base Rate
Advance] [Index Euro-Dollar Advance] [Tranche Euro-Dollar Advance] [continued as a] [Euro-Dollar
Advance] in the aggregate principal amount of $   to be made on such date, and for
interest to accrue thereon at the rate established by the Credit Agreement for [Base Rate Advances]
[Index Euro-Dollar Advances] [Tranche Euro-Dollar Advances]. [The duration of the Interest Period
with to the Tranche Euro-Dollar Advances thereto shall be [1 month] [2 months] [3 months]].




          The Borrower has caused this Notice of Continuation or Conversion to be executed and delivered
by its duly authorized officer this    day of    , 20   .




	 	 	 	 	 	 	 

	 	 	THE ST. JOE COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	(SEAL)
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 






EXHIBIT D




JOINDER AND REAFFIRMATION AGREEMENT




          THIS JOINDER AND REAFFIRMATION AGREEMENT (the “Agreement”), dated as of     ,
20    , is by and between [    ] (the “New Guarantor”), THE ST. JOE COMPANY (the
“Borrower”),      (collectively, the “Existing Guarantors”), and BRANCH BANKING AND TRUST
COMPANY (the “Administrative Agent”).




          The Borrower, Existing Guarantor[s], the Lenders and the Administrative Agent have entered
into that certain Credit Agreement dated as of September 19, 2008 (as amended, modified,
supplemented, renewed and extended, the “Credit Agreement”). All of the defined terms in the Credit
Agreement are incorporated herein by reference.



The Borrower, Existing Guarantor and the New Guarantor have requested that the New Guarantor become
a Guarantor under the Credit Agreement, in accordance with Section 5.25 of the Credit Agreement.




          Accordingly, the Borrower, Existing Guarantor, New Guarantor and Administrative Agent hereby
agree as follows:




 









 








     1. The New Guarantor, the Borrower and Existing Guarantor hereby acknowledge, agree and
confirm that, by their execution of this Joinder Agreement, the New Guarantor will be deemed to be
a party to the Credit Agreement and a “Guarantor” for all purposes of the Credit Agreement, the
Notes and the other Loan Documents, and shall have all of the obligations of a Guarantor thereunder
as if it had executed the Credit Agreement and the other Loan Documents. The New Guarantor assumes
and agrees to be bound by and comply with, all of the terms, provisions and conditions contained in
the Credit Agreement and the other Loan Documents and all duties and obligations thereunder, [as
fully and completely as all other Guarantors thereunder, jointly and severally, individually and
collectively, with all other Guarantors,] including without limitation (i) all of the
representations, warranties, covenants, undertakings and obligations of a Guarantor set forth in
the Credit Agreement and the other Loan Documents, and (ii) all waivers by a Guarantor set forth in
the Credit Agreement and the other Loan Documents.



     2. The New Guarantor has received a copy of the Credit Agreement and the Schedules and
Exhibits thereto and the other Loan Documents. The information on the Exhibits and Schedules to the
Credit Agreement are amended to provide the information shown on the attached Schedule A.



     3. The New Guarantor hereby waives presentment, demand, protest, acceptance, notice of demand,
protest and nonpayment and any other notice required by law relative to the Credit Agreement, the
Obligations, the Notes and the other Loan Documents.



     4. This Agreement may be executed in counterparts, each of which shall constitute an original
but all of which when taken together shall constitute one contract.



     5. Except as set forth expressly herein, all terms of the Credit Agreement and the other Loan
Documents, shall be and remain in full force and effect and shall constitute the legal, valid,
binding and enforceable obligations of the Borrower and Guarantor to the Administrative Agent and
Lenders. To the extent any terms and conditions in any of the Loan Documents shall contradict or be
in conflict with any terms or conditions of the Credit Agreement, after giving effect to this
Joinder Agreement, such terms and conditions are hereby deemed modified and amended accordingly to
reflect the terms and conditions of the Credit Agreement as modified and amended hereby. In any
event, this Joinder Agreement and the documents executed in connection therewith shall not,
individually or collectively, constitute a novation.



     6. To induce the Administrative Agent and Lenders to enter into this Joinder Agreement, the
Borrower, New Guarantor and Existing Guarantor hereby (a) restate and renew each and every
representation (except to the extent that any such representation is specifically made as of prior
date) and warranty heretofore made by them under, or in connection with the execution and delivery
of, the Credit Agreement and the other Loan Documents; (b) restate, ratify and reaffirm each and
every term and condition set forth in the Credit Agreement and in the Loan Documents, effective as
of the date hereof; (c) acknowledge and agree that, as of the date hereof, there exists no right of
offset, defense, counterclaim or objection in favor of the Borrower or any Existing Guarantor as
against the Administrative Agent or any Lender with respect to the payment or performance of its
Obligations; and (d) certifies that no Default or Event of Default exists.



     7. This Joinder Agreement shall be governed by, and construed in accordance with, the laws of
the State of North Carolina.



     8. Borrower, New Guarantor and the Existing Guarantor agree to pay upon request the actual
costs and expenses of the Administrative Agent and Lenders reasonably incurred in connection with
the preparation, execution, delivery and enforcement of this Joinder Agreement and all other Loan
Documents executed in connection herewith, the closing hereof, and any other transactions
contemplated hereby, including the reasonable fees and out-of-pocket expenses of Administrative
Agent’s legal counsel.



     IN WITNESS WHEREOF, the New Guarantor, the Borrower and the Existing Guarantor have caused
this Joinder Agreement to be duly executed by its authorized officers for the benefit of the
Administrative Agent and the Lenders as of the day and year first above written.



 









 





	 	 	 

	 

	 	NEW GUARANTOR
	 
	 	 
	 

	 	[                    ]
	 
	 	 
	 

	 	By:
	 

	 	Name:
	 

	 	Title:
	 
	 	 
	 

	 	[CORPORATE SEAL]
	 
	 	 
	 

	 	THE ST. JOE COMPANY
	 
	 	 
	 

	 	By:
	 

	 	Name:
	 

	 	Title:
	 
	 	 
	 

	 	[CORPORATE SEAL]
	 
	 	 
	 

	 	ST. JOE TIMBERLAND COMPANY OF DELAWARE, L.L.C.
	 
	 	 
	 

	 	By:
	 

	 	Name:
	 

	 	Title:
	 
	 	 
	 

	 	[CORPORATE SEAL]
	 
	 	 
	 

	 	ST. JOE FINANCE COMPANY
	 
	 	 
	 

	 	By:
	 

	 	Name:
	 

	 	Title:
	 
	 	 
	 

	 	[CORPORATE SEAL]
	 
	 	 
	 

	 	ST. JOE RESIDENTIAL ACQUISITIONS, INC.
	 
	 	 
	 

	 	By:
	 

	 	Name:
	 

	 	Title:
	 
	 	 
	 

	 	[CORPORATE SEAL]
	 
	 	 
	 

	 	[OTHER GUARANTORS]
	 
	 	 
	 

	 	By:
	 

	 	Name:
	 

	 	Title:
	 
	 	 
	 

	 	[CORPORATE SEAL]
	 
	 	 
	 

	 	BRANCH BANKING AND TRUST COMPANY, as Administrative
	 
	 	 
	 

	 	Agent and as a Lender
	 
	 	 
	 

	 	By:
	 

	 	Name:
	 

	 	Title:
	 
	 	 
	 

	 	[CORPORATE SEAL]
	 
	 	 
	 

	 	[OTHER LENDERS]
	 
	 	 
	 

	 	By:                                         
	 

	 	Title:                                         
	 
	 	 
	 

	 	[CORPORATE SEAL]






 









 






Schedule A to Joinder Agreement




[Provide Information here to update Schedules and Exhibits

to Credit Agreement and other Loan Documents]



EXHIBIT E




OPINION OF

COUNSEL FOR THE BORROWER AND GUARANTOR




[To be Distributed Separately]



EXHIBIT F




CLOSING CERTIFICATE




          Reference is made to the Credit Agreement (the “Credit Agreement”) dated as of September 19,
2008 among The St. Joe Company, the Initial Guarantors listed on the signature pages thereof,
Branch Banking and Trust Company, as a Lender and Administrative Agent, and the Lenders listed on
the signature pages thereof. Capitalized terms used herein have the meanings ascribed thereto in
the Credit Agreement.




          Pursuant to Section 3.01(d) of the Credit Agreement,    , the duly authorized
   of the Borrower, and    , the duly authorized    of the Initial
Guarantors, hereby certifies to the Administrative Agent and the Lenders that: (i) no Default has
occurred and is continuing on the date hereof; and (ii) the representations and warranties of the
Borrower and the Initial Guarantors contained in Article IV of the Credit Agreement are true on and
as of the date hereof.




[signatures on following page]




Certified
as of the
                    
day of
          , 2008.



	 	 	 	 	 

	 

	 	BORROWER	 	 
	 
	 	 	 	 
	 

	 	THE ST. JOE COMPANY	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 

	 	[CORPORATE SEAL]	 	 
	 
	 	 	 	 
	 

	 	GUARANTOR	 	 
	 
	 	 	 	 
	 

	 	ST. JOE TIMBERLAND COMPANY OF DELAWARE, L.L.C.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 

	 	[CORPORATE SEAL]	 	 






 









 






EXHIBIT G




OFFICER’S CERTIFICATE




          The undersigned certifies to Branch Banking and Trust Company, a North Carolina banking
corporation, as administrative agent (in such capacity, “Administrative Agent”) for the Lenders
(defined below), that the undersigned is a duly elected and presently incumbent Secretary of The
St. Joe Company, a Florida corporation (the “Company”), and in connection with that certain Credit
Agreement dated as of the date hereof (as amended, restated, or supplemented, the “Credit
Agreement”; capitalized terms used but not defined herein have the meanings given them in the
Credit Agreement) to be entered into among the Company, as borrower, the Initial Guarantors party
thereto, Agent, the financial institutions from time to time party thereto (the “Lenders”), and
BB&T Capital Markets, as sole lead arranger, further certifies to Agent as follows:




          Articles of Incorporation of Company. The Company’s Articles of Incorporation,
together with all amendments thereto, attached as Exhibit A, is a true, correct and complete copy
of the Company’s Articles of Incorporation as they may have been amended, and such Articles of
Incorporation are in full force and effect as of the date hereof.




          Amended
and Restated Bylaws of Company. The Company’s      Bylaws, together
with all amendments thereto, attached as Exhibit B, is a true, correct and complete copy of the
Company’s      Bylaws as they may have been amended, and such Bylaws are in full force and
effect as of the date hereof.




          Recitals and Resolutions. The recitals and resolutions attached as Exhibit C have been
duly adopted by the Company’s Board of Directors, have not been amended or repealed, and are in
full force and effect.




[Remainder of page intentionally left blank.]



Incumbency. The following individuals are duly elected, qualified, and acting officers of
the Company in the offices set out beside their names and have been duly authorized to execute the
Credit Agreement, the Security Agreement, and all other documents or instruments to be executed and
delivered to Agent in connection therewith. The signatures beside their names are their true
signatures.




	 	 	 	 	 
	Name	 	Title	 	Specimen Signature
	 
	 	 	 	 





          EXECUTED as of date set forth above.




	 	 	 	 	 

	 

	 	By:	 	 
	 
	 	 	 	 
	 

	 	 	 	   , Secretary






          The
undersigned      President of the Company
hereby certifies that      is
the duly elected and qualified Secretary of the Company, is authorized to deliver this certificate
on behalf of the Company, and that the signature affixed above is his genuine signature.



          EXECUTED as of date set forth above.



	 	 	 	 	 

	 

	 	By:	 	 
	 
	 	 	 	 
	 

	 	 	 	   ,
               
President






EXHIBIT H




FORM OF SECURITY AGREEMENT




          THIS
SECURITY AGREEMENT, dated as of the      day of     ,
20     (the “Agreement”), is made among ST. JOE TIMBERLAND COMPANY OF DELAWARE, L.L.C., a
Delaware limited liability company (the “Grantor”), and BRANCH BANKING AND TRUST COMPANY
(“BB&T”), acting as agent (in such capacity, the “Administrative Agent”) for
itself, the Lenders and the other Secured Parties as defined herein.





 









 








W I T N E S S E T H

:




RECITALS:



     WHEREAS, the Administrative Agent and the Lenders (as defined in the Credit Agreement defined
below) have agreed to extend credit to the Borrower (as defined in the Credit Agreement) pursuant
to the terms of that certain Credit Agreement of even date herewith (as amended, restated, or
otherwise modified from time to time, the “Credit Agreement”) among the Borrower, the
Administrative Agent and the Lenders signatory thereto;



     WHEREAS, the Borrower may from time to time enter into or guarantee one or more Hedge
Transactions (as defined in the Credit Agreement) with the Hedge Counterparties (as defined in the
Credit Agreement);



     WHEREAS, each of the Guarantors (as defined in the Credit Agreement) has agreed to guarantee,
among other things, all the obligations of the Borrower under the Credit Agreement and the other
Loan Documents;



     WHEREAS, the obligations of the Administrative Agent and the Lenders to extend credit under
the Credit Agreement and the other Loan Documents are conditioned upon, among other things, the
execution and delivery by the Grantor of a security agreement in
the form hereof to secure (a) the due and punctual payment by the Borrower of: (i) the
principal of and interest on the Notes (including without limitation, any and all Revolver Advances
and Swing Advances), when and as due, whether at maturity, by acceleration, upon one or more dates
set for prepayment or otherwise and any renewals, modifications or extensions thereof, in whole or
in part; (ii) each payment required to be made by the Borrower under this Agreement and the Letter
of Credit Application Agreements, when and as due, including payments in respect of reimbursement
of disbursements, interest thereon, and obligations, if any, to provide cash collateral and any
renewals, modifications or extensions thereof, in whole or in part; and (iii) all other monetary
obligations of the Borrower to the Secured Parties under this Agreement and the other Loan
Documents to which the Borrower is or is to be a party and any renewals, modifications or
extensions thereof, in whole or in part; (b) the due and punctual performance of all other
obligations of the Borrower under this Agreement and the other Loan Documents to which the Borrower
is or is to be a party, and any renewals, modifications or extensions thereof, in whole or in part;
(c) the due and punctual payment (whether at the stated maturity, by acceleration or otherwise) of
all obligations (including any and all Hedging Obligations arising under the Hedging Agreements and
obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would
become due), indebtedness and liabilities of the Borrower, now existing or hereafter incurred
under, arising out of or in connection with any and all Hedging Agreements and any renewals,
modifications or extensions thereof (including, all obligations, if any, of the Borrower as
guarantor under the Credit Agreement in respect of Hedging Agreements), and the due and punctual
performance and compliance by the Borrower with all of the terms, conditions and agreements
contained in any Hedging Agreement and any renewals, modifications or extensions thereof; (d) the
due and punctual payment and performance of all indebtedness, liabilities and obligations of any
one or more of the Borrower and Guarantors arising out of or relating to any Bank Products; (e) the
due and punctual payment and performance of all indebtedness, liabilities and obligations of any
one or more of the Borrower and Guarantors arising out of or relating to any Cash Management
Services; and (f) the due and punctual payment and performance of all obligations of each of the
Guarantors under the Credit Agreement and the other Loan Documents to which they are or are to be a
party and any and all renewals, modifications or extensions thereof, in whole or in part (all the
foregoing indebtedness, liabilities and obligations being collectively called the
“Obligations”).



     NOW, THEREFORE, in consideration of the premises and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged by the Grantor and the Administrative
Agent, the parties agree as follows:



     1. Definitions. As herein used, the following terms shall have the following meanings:



          (a) “Account Debtor” means any Person who is or may become obligated to the Grantor
under, with respect to or on account of an Account.




          (b) “Account” means any and all accounts (as that term is defined in the U.C.C.) of
the Grantor and includes, without limitation, all obligations of every kind at any time owing to
the Grantor, all contract rights, health care insurance receivables and any and all rights of the
Grantor to payment for goods sold or leased or for services rendered whether due or to become due,
whether or not earned by performance and whether now existing or arising in the future, including,
without limitation, Accounts from Affiliates of the Grantor.





 









 








          (c) “Accounts Receivable Collateral” shall mean all obligations of every kind at any
time owing to the Grantor howsoever evidenced or incurred, whether or not earned by performance,
including, without limitation, all accounts, instruments, notes, drafts, acceptances, leases, open
accounts, contract rights, chattel paper (whether tangible or electronic) and general intangibles,
all returned or repossessed goods and all books, records, computer tapes, programs and ledger books
arising therefrom or relating thereto, whether now owned or hereafter acquired or arising and all
proceeds of the foregoing.




          (d) “Chattel Paper” means any and all chattel paper (as that term is defined in the
U.C.C.), whether tangible or electronic, of the Grantor.




          (e) “Collateral” means (i) all Accounts, General Intangibles, Documents, Chattel Paper
and Instruments now existing or hereafter arising of the Grantor; (ii) all guarantees of each
Grantor’s existing and future Accounts, General Intangibles, Chattel Paper and Instruments and all
other security held by the Grantor for the payment and satisfaction thereof; (iii) all Inventory
now owned or hereafter acquired by the Grantor; (iv) all Equipment now owned or hereafter acquired
of the Grantor; (v) all Intercompany Claims now existing or hereafter arising; (vi) any and all now
owned or hereafter acquired or arising Deposit Accounts, Investment Property, Letter of Credit
Rights, Goods (as that term is defined in the U.C.C.) and Supporting Obligations; (vii) all books
and records of the Grantor (including, without limitation, computer records, tapes, discs and
programs and all other media, written, electric, magnetic or otherwise, containing such records)
which relate to the Grantor’s Inventory, Equipment, Accounts, Deposit Accounts, Investment
Property, Letter of Credit Rights, Goods, Supporting Obligations, General Intangibles, Chattel
Paper and Instruments or guarantees thereof; (viii) all insurance on all of the foregoing and the
proceeds of that insurance; and (ix) all cash and noncash proceeds and products of all of the
foregoing and the proceeds and products of other proceeds and products.




          (f) “Collateral Locations” shall have the meaning assigned in Section 6 hereof.




          (g) “Credit Documents” means the Credit Agreement, the Notes, the Collateral Documents
and all other Loan Documents.




          (h) “Deposit Account” means all deposit accounts (as that term is defined in the
U.C.C.) of the Grantor, including without limitation, any and all moneys, sums and amounts now or
hereafter on deposit with any Secured Party or otherwise to the credit of or belonging to the
Grantor.




          (i) “Documents” means any and all documents (as that term is defined in the U.C.C.) of
the Grantor.




          (j) “Equipment” means any and all equipment (as that term is defined in the U.C.C.) of
the Grantor and shall include, without limitation, all equipment, machinery, appliances, tools,
motor vehicles, furniture, furnishings, floor samples, office equipment and supplies, and tangible
personal property, whether or not the same are or may become fixtures, used or bought for use
primarily in the business of the Grantor or leased by the Grantor to or from others, of every
nature, presently existing or hereafter acquired or created, wherever located, additions,
accessories and improvements thereto and substitutions therefor and all parts which may be attached
to or which are necessary for the operation and use of such personal property or fixtures, whether
or not the same shall be deemed to be affixed to real property, all manufacturer’s warranties
therefor, all parts and tools therefor, and all rights under or arising out of present or future
contracts relating to the foregoing. All equipment is and shall remain personal property
irrespective of its use or manner of attachment to real property.




          (k) “Event of Default” shall have the meaning assigned to it in Section 7 hereof.




          (l) “Executive Office” shall have the meaning assigned to it in Section 6 hereof.




          (m) “General Intangibles” means all general intangibles (as that term is defined in
the U.C.C.) of the Grantor (including, without limitation, all payment intangibles (as that term is
defined in the U.C.C.) and software, company records (paper and electronic), correspondence, credit
files, records and other documents, computer programs, computer software, computer tapes and cards
and other paper and documents in the possession or control of the Grantor or in the possession or
control of any affiliate or computer service bureau, and all contract rights (including, without
limitation, rights under any Hedging Transaction), claims, chooses in action, bank balances,
judgments, rights as lessee under any and all leases of personal property, rights and/or claims to
tax refunds and other claims and rights to monies or property, warranties, patents, patent
applications, trademarks, trade names, trade secrets, formulas, licensing agreements, royalty





 









 







payments, copyrights, service names, customer lists, service marks, logos, goodwill, intellectual
property and deposit accounts, and all other general intangibles of every kind, type or
description).




          (n) “Instruments” means all instruments (as that term is defined in the U.C.C.) of the
Grantor, including without limitation, checks, notes, certificated certificates of deposit,
investment securities, negotiable instruments and writings evidencing a right to the payment of
money of a type transferred in the ordinary course of business by delivery with any necessary
instrument or assignment.




          (o) “Intercompany Claims” shall mean any and all rights of the Grantor in respect of
loans, advances or other claims owed to the Grantor by the Guarantors or any Subsidiary of Borrower
or any Guarantor.




          (p) “Inventory” means any and all inventory (as that term is defined in the U.C.C.) of
the Grantor and shall include, without limitation, tangible personal property held for sale or
lease or to be furnished under contracts of service, tangible personal property which the Grantor
has so leased or furnished, and raw materials, work in process and materials used, produced or
consumed in the Grantor’s business, and shall include tangible personal property returned to any
the Grantor by a purchaser or lessor thereof following the sale or lease thereof by the Grantor.




          (q) “Inventory Collateral” shall mean all inventory of the Grantor, or in which the
Grantor has rights, whether now owned or hereafter acquired, wherever located, including, without
limitation, all goods of the Grantor held for sale or lease or furnished or to be furnished under
contracts of service, all goods held for display or demonstration, goods on lease or consignment,
returned and repossessed goods, all raw materials, work-in-process, finished goods and supplies
used or consumed in the business of Grantor, together with all documents, documents of title, dock
warrants, dock receipts, warehouse receipts, bills of lading or orders for the delivery of all, or
any portion, of the foregoing.




          (r) “Investment Property” means any and all investment property (as that term is
defined in the U.C.C.) of the Grantor, including without limitation, any and all securities,
whether certificated or uncertificated, security entitlements, securities accounts, commodity
contracts and commodity accounts.




          (s) “Letter of Credit Rights” means any and all letter of credit rights (as that term
is defined in the U.C.C.).




          (t) “Obligations” has the meaning set forth in the Recitals.




          (u) “Permitted Liens” shall have the meaning given such term in Section 6(b) hereof.




          (v) “Person” means an individual, a corporation, a limited liability company, a
government or governmental subdivision or agency or instrumentality, a business trust, an estate, a
trust, a partnership, a cooperative, an association, two or more Persons having a joint or common
interest or any other legal or commercial entity.




          (w) “Proceeds” means any and all proceeds (as that term is defined in the U.C.C.),
including without limitation, whatever is received when Collateral is sold, exchanged, collected or
otherwise disposed of.




          (x) “Secured Parties” means collectively (1) the Administrative Agent in its capacity
as such under the Credit Agreement, the Collateral Documents and the other Loan Documents; (2) the
Lenders, (3) the Hedge Counterparties in their capacity as such
under the Hedging Agreements; (4) any of the Lender’s respective Affiliates as a provider of
Bank Products or Cash Management Services; and (5) the successors and assigns of the foregoing.




          (y) “Supporting Obligations” means any and all supporting obligations (as that term is
defined in the U.C.C.).




          (z) “U.C.C.” means the Uniform Commercial Code as in effect in the State of North
Carolina.




          Terms used herein and not otherwise defined herein shall have the meanings set forth in the
Credit Agreement. The rules of interpretation specified in Section 9.15 of the Credit Agreement
shall be applicable to this Agreement.




     2. Security Interest. In consideration of and in order to secure the fulfillment,
satisfaction, payment and performance of all of the Obligations, the Grantor hereby assigns,
pledges, hypothecates and sets over to the Administrative Agent, its successors and its assigns,
for the benefit of the Secured Parties, and grants to the Administrative Agent, its successors



 









 







and its assigns, for the benefit of the Secured Parties, a security interest in all of the Collateral.



     3. Care of Collateral. The Grantor has the risk of loss of the Collateral. The
Administrative Agent shall have no duty of care with respect to the Collateral, except that the
Administrative Agent shall exercise reasonable care with respect to Collateral in its custody, but
shall be deemed to have exercised reasonable care if such property is accorded treatment
substantially equal to that which the Administrative Agent accords its own property, or if the
Administrative Agent takes such action with respect to the Collateral as the Grantor shall request
in writing but no failure to comply with any such request nor any omission to do any such act
requested by the Grantor shall be deemed a failure to exercise reasonable care, nor shall the
Administrative Agent’s failure to take steps to collect any income accruing on the Collateral or to
preserve rights against any parties or property be deemed a failure to have exercised reasonable
care with respect to Collateral in its custody. The rights and security interest herein provided
are granted as security only and shall not subject the Administrative Agent or any Secured Party
to, or in any way alter or modify, any obligation or liability of the Grantor with respect to or
arising out of any of the Collateral.



     4. Set-Off. In addition to the rights and security interest elsewhere herein set
forth, the Administrative Agent may, at its option at any time(s) after the occurrence of an Event
of Default and during the continuation thereof, and with or without notice to the Grantor,
appropriate and apply to the payment or reduction, either in whole or in part, of the amount owing
on any one or more of the Obligations, whether or not then due, any and all moneys now or hereafter
on deposit in a Deposit Account maintained with the Administrative Agent or otherwise to the credit
of or belonging to the Grantor in such deposit account, it being understood and agreed that the
Administrative Agent shall not be obligated to assert or enforce any rights or security interest
hereunder or to take any
action in reference thereto, and that the Administrative Agent may in its discretion at any
time(s) relinquish its rights as to particular Collateral hereunder without thereby affecting or
invalidating the Administrative Agent’s rights hereunder as to all or any other Collateral
hereinbefore referred to.



     5. Collection of Accounts.



          (a) Upon occurrence of an Event of Default and during the continuation thereof, the
Administrative Agent shall have the right at any time, acting if it so chooses in the name of any
or all of the Grantor, to collect the Accounts, to sell, assign, compromise, discharge or extend
the time for payment of any Account, to institute legal action for the collection of any Account,
and to do all acts and things necessary or incidental thereto and the Grantor hereby ratify all
such acts. The Administrative Agent may at any time after the occurrence of such Event of Default
and during the continuation thereof and without notice to the Grantor, notify any Account Debtor or
guarantor thereof that the Account owed by such Account Debtor has been assigned to the
Administrative Agent and is to be paid directly to the Administrative Agent. At the Administrative
Agent’s request following the occurrence of an Event of Default and during the continuation thereof
the Grantor will so notify Account Debtors and shall indicate on all billings to Account Debtors
that payments thereon are to be made to the Administrative Agent. In the event Account Debtors are
so notified, the Grantor shall not compromise, discharge, extend the time for payment or otherwise
grant any indulgence or allowance with respect to any Account without the prior written consent of
the Administrative Agent.




          (b) The Grantor irrevocably designates and appoints the Administrative Agent its true and
lawful attorney either in the name of the Administrative Agent or in the name of the Grantor,
effective after the occurrence of an Event of Default and during the continuation thereof to ask
for, demand, sue for, collect, compromise, compound, receive, receipt for and give acquittances for
any and all sums owing or which may become due upon any items of the Inventory Collateral or the
Accounts Receivable Collateral and, in connection therewith, to take any and all actions as the
Administrative Agent may deem necessary or desirable in order to realize upon the Inventory
Collateral and the Accounts Receivable Collateral, including, without limitation, power to endorse
in the name of the Grantor, any checks, drafts, notes or other instruments received in payment of
or on account of the Inventory Collateral or the Accounts Receivable Collateral, but the
Administrative Agent shall not be under any duty to exercise any such authority or power or in any
way be responsible for the collection of the Inventory Collateral or the Accounts Receivable
Collateral.




          (c) The rights set forth in this Section 5 are supplementary and in addition to (and not in
limitation of) the rights granted to the Administrative Agent and/or the Secured Parties in the
Credit Documents.




     6. Representations, Warranties and Covenants as to Collateral.



          The Grantor represents, warrants and covenants to and for the benefit of the Administrative
Agent and the



 









 







Secured Parties that:



          (a) Sale of Collateral. Upon the sale, exchange or other disposition of the Inventory
Collateral, the security interest and lien created and provided for
herein, without break in continuity and without further formality or act, shall continue in and attach to any proceeds
thereof, including, without limitation, accounts, chattel paper, contract rights, shipping
documents, documents of title, bills of lading, warehouse receipts, dock warrants, dock receipts
and cash or non-cash proceeds, and in the event of any unauthorized sale, shall continue in the
Inventory Collateral itself.




          (b) Good Title; No Existing Encumbrances. The Grantor owns the Collateral free and
clear of any prior Lien other than Liens permitted by Section 5.13 of the Credit Agreement
(referred to herein as the “Permitted Liens”), and no financing statements or other
evidences of the grant of a security interest respecting the Collateral exist on the public records
other than with respect to Permitted Liens.




          (c) Right to Grant Security Interest; No Further Encumbrances. The Grantor has the
right to grant a security interest in the Collateral. Except as permitted by the Credit Agreement,
the Grantor will pay all taxes and other charges against the Collateral (including, without
limitation, property, use and sales taxes), and the Grantor will not use the Collateral illegally
or allow the Collateral to be encumbered except for Permitted Liens.




          (d) Location of Collateral. The Grantor hereby represents and warrants to the
Administrative Agent and the Lenders that, as of the date hereof, the Collateral is situated only
at the collateral locations listed in Schedule I hereto (the “Collateral Locations”), and
the Grantor covenants with the Administrative Agent not to locate the Collateral at any location
other than a Collateral Location without at least thirty (30) days prior written notice to the
Administrative Agent. The executive office of the Grantor set forth on Schedule I hereto (the
“Executive Office”) is the Grantor’s chief executive office (if the Grantor has more than
one place of business) or place of business (if the Grantor has one place of business). In
addition, to the extent the Grantor should warehouse any of the Inventory Collateral, the Grantor
acknowledges and agrees that such warehousing may be conducted only by warehousemen who shall issue
non-negotiable warehouse receipts in the Administrative Agent’s name to evidence any such
warehousing of goods constituting Inventory Collateral. If the Grantor consigns any of the
Inventory Collateral, it will comply with the Uniform Commercial Code of any state where such
Inventory Collateral is located with respect thereto, and shall file, cause the filing and hereby
authorizes the Administrative Agent to file in the appropriate public office or offices UCC-1
financing statements showing the Grantor as consignor and the Administrative Agent as assignee of
consignor, and will furnish copies thereof to the Administrative Agent. If any of the Inventory
Collateral or Equipment Collateral or any records concerning the Collateral are at any time to be
located on premises leased by the Grantor or on premises owned by the Grantor subject to a mortgage
or other lien, the Grantor shall so notify the Administrative Agent and shall if reasonably
requested by the Administrative Agent obtain and deliver
or cause to be delivered to the Administrative Agent, an agreement, in form and substance
satisfactory to the Administrative Agent, waiving the landlord’s or mortgagee’s or lienholder’s
right to enforce any claim against the Grantor for monies due under the landlord’s lien, mortgage
or other lien by levy or distraint or other similar proceedings against the Inventory Collateral or
Equipment Collateral or records concerning the Collateral and assuring the Administrative Agent’s
ability to have access to the Inventory Collateral or Equipment Collateral and records concerning
the Collateral in order to exercise its right hereunder to take possession thereof.




          (e) Collateral Status. The Grantor will promptly notify the Administrative Agent if
there is any adverse change in the status of the Collateral that would reasonably be expected to
have a Material Adverse Effect.




          (f) Delivery of Certain Collateral. Upon the reasonable request of the Administrative
Agent, the Grantor shall deliver all agreements, letters of credit, promissory notes, instruments,
certificates of deposit, chattel paper or anything else, the physical possession of which is
necessary in order for the Administrative Agent, on behalf of the Secured Parties, to perfect or
preserve the priority of its security interest therein. Upon the request of the Administrative
Agent, if at any time any Collateral is evidenced by any promissory note or other instrument, the
Grantor shall promptly notify the Administrative Agent and deliver such promissory note or other
instrument to the Administrative Agent.




          (g) Records Respecting Collateral. The Grantor shall keep complete and accurate books
and records and make all necessary entries thereon to reflect the transactions and facts giving
rise to the Collateral and payments, credits and adjustments applicable thereto, all in accordance
with GAAP. All books and records of the Grantor with respect to the Collateral will be accessible
from the Executive Office (as it may be changed pursuant to Section 6(e)).




          (h) Further Assurances. The Grantor shall duly execute and/or deliver (or cause to be
duly executed and/or



 









 






delivered) to the Administrative Agent and Secured Parties any instrument,
invoice, document, document of title, dock warrant, dock receipt, warehouse receipt, bill of
lading, order, financing statement, assignment, waiver, consent or other writing reasonably
requested by the Administrative Agent which may be reasonably necessary to the Administrative Agent
to carry out the terms of this Agreement and any of the other Loan Documents and to perfect its
security interest in and facilitate the collection of the Collateral, the proceeds thereof, and any
other property at any time constituting security to the Secured Parties. The Grantor shall perform
or cause to be performed such acts as the Administrative Agent or any Secured Party may reasonably
request to establish and maintain for the Administrative Agent and the Secured Parties a valid and
perfected security interest in and security title to the Collateral, free and clear of any Liens
other than Permitted Liens.




          (i) Maintenance of Insurance. In addition to and cumulative with any other
requirements herein imposed on the Grantor with respect to insurance, the Grantor shall
maintain, or cause to be maintained, insurance with insurance companies reasonably
satisfactory to the Administrative Agent on the Grantor’s respective properties and assets, in such
amounts satisfactory to the Administrative Agent, but in any event to include public liability,
worker’s compensation (if applicable), malicious mischief, errors and omissions, loss, damage,
flood (if and as reasonably obtainable), windstorm, fire, theft, and extended coverage, which such
insurance shall not be cancellable or altered (or the coverage thereunder reduced or restricted) by
the insurer of the Grantor, unless with at least thirty (30) days advance written notice to the
Administrative Agent thereof. The Grantor shall deliver to the Administrative Agent, at such times
as the Administrative Agent may request, a detailed list of such insurance then in effect stating
the names of the insurance companies, the amounts and rates of insurance, the date of expiration
thereof, the properties and risks covered thereby and the insured with respect thereto. The Grantor
will pay all premiums on the insurance referred to herein as and when they become due and shall do
all things necessary to maintain the insurance in effect. Upon the occurrence and during the
continuation of an Event of Default, the Administrative Agent may act as the Grantor’s agent in
adjusting or compromising any loss under any such insurance policy and in collecting and receiving
the proceeds from any such policy. In the event of any loss under any such policy of insurance, the
insurer named therein is hereby authorized and directed by the Grantor to make payment for such
loss to the Administrative Agent, for the benefit of the Secured Parties, as their interests may
appear, rather than to the Grantor and the Administrative Agent jointly. If the Grantor shall
default in its obligation hereunder to insure the Collateral in a manner satisfactory to the
Administrative Agent, then the Administrative Agent shall have the right (but not the obligation),
after reasonable notice to the Grantor, to procure such insurance and to charge the costs of same
to the Grantor, which costs shall be added to and become a part of the unpaid principal amount of
the Obligations and shall be secured by the Collateral. Upon the occurrence and during the
continuation of an Event of Default, the proceeds of all such insurance, if any loss should occur,
shall be applied or used in the manner provided in the Credit Agreement. The Grantor hereby
appoints (which appointment constitutes a power coupled with an interest and is irrevocable as long
as any of the Obligations remain outstanding) Administrative Agent as its lawful attorney-in-fact,
effective after the occurrence of an Event of Default and during the continuation thereof, with
full authority to make, adjust, settle claims under and/or cancel such insurance and to endorse the
applicable Grantor’s name on any instruments or drafts issued by or upon any insurance companies.




          (j) Change of Chief Executive Office. The Grantor hereby understands and agrees that
if, at any time hereafter, the Grantor elects to move its Executive Office, or if the Grantor
elects to change its name, identity, state of incorporation or organization, or its structure to
other than as existing on the date hereof, the Grantor will notify the Administrative Agent in
writing at least 30 days prior thereto.




          (k) Name and Jurisdiction of Organization. The exact legal name of the Grantor and the
state of incorporation or organization for each Grantor is as set forth below:




          St. Joe Timberland Company of Delaware, L.L.C. Delaware




          (l) Control Agreements. If requested by Administrative Agent, the Grantor will obtain
and deliver or cause to be delivered to the Administrative Agent, a control agreement in form and
substance satisfactory to Administrative Agent with respect to the Collateral with respect to: (i)
Deposit Accounts (for deposit accounts at other financial institutions); (ii) Investment Property
(for securities accounts, mutual funds and other uncertificated securities); (iii) Letter-of-credit
rights; and/or (iv) Electronic chattel paper.




          (m) Marking of Chattel Paper. If requested by the Administrative Agent, the Grantor
will not create any Chattel Paper without placing a legend on the Chattel Paper reasonably
acceptable to the Administrative Agent indicating that the Administrative Agent has a security
interest in the Chattel Paper.




 









 








          (n) Purchase Money Security Interests. To the extent the Obligations are used to
purchase Collateral, Grantor’s repayment of the Loan shall apply on a “first-in-first-out” basis so
that the portion of the Obligations used to purchase a particular item of Collateral shall be paid
in the chronological order the Grantor purchased the Collateral.




          (o) Business Purpose. None of the Obligations is a Consumer Transaction, as defined in
the U.C.C. and none of the Collateral has been or will be purchased or held primarily for personal,
family or household purposes.




     7. Events of Default. The happening of any one or more of the following events shall
constitute an Event of Default hereunder: (a) the nonpayment when due of any of the Obligations
which nonpayment is not fully cured within the applicable grace period therefor, if any; (b) the
failure to perform, observe or fulfill any covenant or obligation contained in this Agreement and
the continuation of such failure for more than thirty (30) days after the earlier of: (i) the first
day on which any Loan Party has knowledge of such failure; or (ii) written notice thereof has been
given to the Grantor by the Administrative Agent or (c) the occurrence of an Event of Default (as
defined in the Credit Agreement).



     8. Remedies. Upon the occurrence of an Event of Default and during the continuation
thereof, the Administrative Agent shall have all of the rights and remedies available at law
(including, without limitation, those provided to a secured party by the U.C.C.), or in equity to
collect, enforce or satisfy any Obligations then owing, whether by acceleration or otherwise. In
addition thereto, the Grantor further agrees that (i) in the event that notice is necessary under
applicable law, written notice mailed to the Grantor at its address as provided herein, ten (10)
business days prior to the date of public sale of any of the Collateral subject to the security
interest created herein or prior to the date after which private sale or any other disposition of
said Collateral will be made shall constitute reasonable notice, but notice given in any other
reasonable manner or at any other time shall be sufficient; (ii) in the event of sale or other
disposition of any such Collateral, the Administrative Agent may apply the proceeds of any such
sale or disposition to the satisfaction of the Administrative Agent’s reasonable attorneys’ fees,
legal expenses, and other costs and expenses incurred in connection with the Administrative Agent’s
taking, retaking, holding, preparing for sale, and selling of the
Collateral; (iii) without precluding any other methods of sale, the sale of Collateral shall
have been made in a commercially reasonable manner if conducted in conformity with reasonable
commercial practices of banks disposing of similar property but in any event the Administrative
Agent may sell on such terms as the Administrative Agent may choose, without assuming any credit
risk and without any obligation to advertise or give notice of any kind; (iv) the Administrative
Agent may require the Grantor to assemble the Collateral, taking all necessary or appropriate
action to preserve and keep it in good condition, and make such available to the Administrative
Agent at a place and time convenient to both parties, all at the expense of the Grantor; (v) the
Administrative Agent has no obligation to repair, clean-up or otherwise prepare the Collateral for
sale; and (vi) the Administrative Agent may comply with any applicable state or federal law
requirements in connection with a disposition of the Collateral and compliance will not be
considered adversely to affect the commercial reasonableness of any sale of the Collateral.
Furthermore, in any such event, to the extent permitted under applicable law, full power and
authority are hereby given the Administrative Agent to sell, assign, and deliver the whole of the
Collateral or any part(s) thereof, at any time(s) at any broker’s board, or at public or private
sale, at the Administrative Agent’s option, and no delay on the Administrative Agent’s part in
exercising any power of sale or any other rights or options hereunder, and no notice or demand,
which may be given to or made upon any or all of the Grantor by the Administrative Agent or any
Secured Party with respect to any power of sale or other right or option hereunder, shall
constitute a waiver thereof, or limit or impair the Administrative Agent’s right to take any action
or to exercise any power of sale or any other rights hereunder, without notice or demand, or
prejudice the Administrative Agent’s rights as against the Grantor in any respect. The Grantor
hereby waives and releases to the fullest extent permitted by law any right or equity of redemption
with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of
marshaling the Collateral and any other security for the Obligations or otherwise. At any such
sale, unless prohibited by applicable law, the Administrative Agent may bid for and purchase all or
any part of the Collateral so sold free from any such right or equity of redemption. If
Administrative Agent sells any of the Collateral upon credit, the Grantor will be credited only
with payments actually made by the purchaser, received by the Administrative Agent and applied to
the indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, the
Administrative Agent may resell the Collateral and the Grantor shall be credited with the proceeds
of the sale as and when received, less expenses. In the event the Administrative Agent purchases
any of the Collateral being sold, the Administrative Agent may pay for the Collateral by crediting
some or all of the Obligations of the Grantor. The Administrative Agent shall not be liable for
failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor
shall the Administrative Agent be under any obligation to take any action whatsoever with regard
thereto. The Administrative Agent has no obligation to attempt to satisfy the Obligations by
collecting them from any other person liable for them and the Administrative Agent may release,
modify or waive any collateral provided by any other Person to secure any of the Obligations, all
without affecting the Administrative Agent’s rights against the Grantor. The Grantor waives any
right it may have to require the Administrative Agent to pursue any



 









 




third Person for any of the
Obligations. The Administrative Agent may sell the Collateral without giving any
warranties as to the Collateral and may specifically disclaim any warranties of title or the
like. This procedure will not be considered adversely to affect the commercial reasonableness of
any sale of the Collateral.




     9. Continuing Security Interest. Any and all of the Administrative Agent’s rights with
respect to the security interests hereunder shall continue unimpaired, and the Grantor shall be and
remain obligated in accordance with the terms hereof, notwithstanding the release or substitution
of any Collateral at any time or of any rights or interests therein, or any delay, extension of
time, renewal, compromise or other indulgence granted by the Administrative Agent or any Secured
Party in reference to any of the Obligations, or any promissory note, draft, bill of exchange or
other instrument or Credit Document given in connection therewith, the Grantor hereby waiving all
notice of any such delay, extension, release, substitution, renewal, compromise or other
indulgence, and hereby consenting to be bound thereby as fully and effectually as if the Grantor
had expressly agreed thereto in advance.



     10. No Waiver. No delay on the Administrative Agent’s part in exercising any power of
sale, option or other right hereunder, and no notice or demand which may be given to or made upon
the Grantor by the Administrative Agent, shall constitute a waiver thereof, or limit or impair the
Administrative Agent’s right to take any action or to exercise any other power of sale, option or
any other right hereunder, without notice or demand, or prejudice the Administrative Agent’s rights
as against the Grantor in any respect.



     11. Financing Statements. The Grantor hereby irrevocably authorizes the Administrative
Agent at any time and from time to time to file in any relevant jurisdiction any initial financing
statements with respect to the Collateral or any part thereof and amendments thereto that contain
the information required by the U.C.C. of each applicable jurisdiction for the filing of any
financing statement or amendment, including (i) whether the Grantor is an organization, the type of
organization and any organizational identification number issued to the Grantor, and (ii) a
description of collateral that describes such property in any other manner as the Administrative
Agent may reasonably determine is necessary or advisable to ensure the perfection of the security
interest in the Collateral granted under this Agreement, including describing such property as “all
assets” or “all property”. The Grantor agrees to provide such information to the Administrative
Agent promptly upon request. The Grantor agrees to reimburse the Administrative Agent for the
expense of any such filings in any location deemed necessary and appropriate by the Administrative
Agent. To the extent lawful, the Grantor hereby appoints the Administrative Agent as its
attorney-in-fact (without requiring the Administrative Agent to act as such) to perform all other
acts that the Administrative Agent deems appropriate to perfect and continue its security interest
in, and to protect and preserve, the Collateral.



     12. Power of Attorney. Effective after the occurrence of an Event of Default and
during the continuation thereof, the Grantor hereby appoints any officer or agent of the
Administrative Agent as the Grantor’s true and lawful attorney-in-fact with power to
endorse the name of the Grantor upon any notes, checks, drafts, money orders or other
instruments of payment or Collateral which may come into possession of the Administrative Agent; to
sign and endorse the name of the Grantor upon any invoices, freight or express bills, bills of
lading, storage or warehouse receipts, drafts against Account Debtors, assignments, verifications
and notices in connection with Accounts; to give written notice to such office and officials of the
United States Postal Service to affect such change or changes of address so that all mail addressed
to any or the Grantor may be delivered directly to the Administrative Agent (the Administrative
Agent will return all mail not related to the Obligations or the Collateral); granting unto the
Grantor’s said attorney full power to do any and all things necessary to be done with respect to
the above transactions as fully and effectively as the Grantor might or could do, and hereby
ratifying all its said attorney shall lawfully do or cause to be done by virtue hereof. This power
of attorney shall be irrevocable for the term of this Agreement and all transactions hereunder.



     13. Remedies, Etc., Cumulative. Each right, power and remedy of the Administrative
Agent provided for in this Agreement or the Credit Documents or in any of the other instruments or
agreements securing the Obligations or now or hereafter existing at law or in equity or by statute
shall be cumulative and concurrent and shall be in addition to every other such right, power or
remedy. The exercise or beginning of the exercise by the Administrative Agent of any one or more of
the rights, powers or remedies provided for in this Agreement, the Credit Documents or in any such
other instrument or agreement now or hereafter existing at law or in equity or by statute or
otherwise shall not preclude the simultaneous or later exercise by the Administrative Agent of all
such other rights, powers or remedies, and no failure or delay on the part of the Administrative
Agent to exercise any such right, power or remedy shall operate as a waiver thereof.



     14. Continuing Agreement. This is a continuing agreement and shall remain in full
force and effect until terminated



 









 







by written agreement of the parties and until all of the
principal of, premium, if any, and interest on all of the Obligations have been fully paid. This
Agreement and the liens and security interests created and granted hereunder shall remain in
effect, notwithstanding the fact that at any time or from time to time there may be no Obligations
outstanding, in order to secure all future Obligations. If this Security Agreement is revoked by
operation of law as against the Grantor, the Grantor will indemnify and save the Administrative
Agent and its successors or assigns, harmless from any loss which may be suffered or incurred by
them in making, giving, granting or extending any loans or other credit, financing or financial
accommodations, or otherwise acting, hereunder prior to receipt by the Administrative Agent of
notice in writing of such revocation.



     15. Miscellaneous. This Agreement shall be governed by the laws of the State of North
Carolina in all respects, including matters of construction, validity and performance except to the
extent that the remedies provided herein with respect to any of the collateral are governed by the
laws of any jurisdiction other than North Carolina; section headings herein are for the convenience
of reference only and shall not affect the
construction or interpretation of or alter or modify the provisions of this Agreement; none of
the terms or provisions of this Agreement may be waived, altered, modified, limited or amended
except by an agreement expressly referring hereto and to which the Administrative Agent consents in
writing duly signed for the Administrative Agent and on the Administrative Agent’s behalf; the
rights granted to the Administrative Agent herein shall be supplementary and in addition to those
granted to the Administrative Agent and/or the Secured Parties in any Credit Documents; the
addresses of the parties for delivery of notices, requests, demands and other communications
hereunder are as set forth in the Credit Agreement. No reference to “proceeds” in this Agreement
authorizes any sale, transfer, or other disposition of the Collateral by the Grantor.



     16. Duties of Administrative Agent. The Administrative Agent has been appointed by the
Secured Parties pursuant to the Credit Agreement. Its duties to the Secured Parties, powers to act
on behalf of the Secured Parties, and immunity are set forth solely therein, and shall not be
altered by this Security Agreement. Any amounts realized by the Administrative Agent hereunder
shall be allocated pursuant to Section 6.03 of the Credit Agreement.



[Remainder of page intentionally left blank]




     IN WITNESS WHEREOF, this Security Agreement has been executed as of the day and year first
above written.



	 	 	 	 	 	 	 

	 	 	GRANTOR:	 	 
	 
	 	 	 	 	 	 
	 	 	ST. JOE TIMBERLAND COMPANY OF DELAWARE, L.L.C. (SEAL)	 	 
	 
	 	 	 	 	 	 
	 	 	By:	 	(SEAL)
	 

	 	Name:	 	 	 	 
	 
	 	 	 	 
	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 






EXHIBIT I




ASSIGNMENT AND ASSUMPTION




          This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the
Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the
“Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used
but not defined herein shall have the meanings given to them in the Credit Agreement identified
below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby
acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached
hereto are hereby agreed to and incorporated herein by
reference and made a part of this Assignment and Assumption as if set forth herein in full.




          For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the
Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to
and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the
Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s
rights and obligations in its capacity as a Lender under the Credit Agreement and any other
documents or instruments delivered pursuant thereto to the extent related to the amount and
percentage interest identified below of all of such outstanding rights and obligations of the
Assignor under the respective facilities identified below (including any letters of credit,
guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be
assigned under applicable law, all claims, suits, causes of action and any other right of the
Assignor (in its capacity




 









 







as a Lender) against any Person, whether known or unknown, arising under
or in connection with the Credit Agreement, any other documents or instruments delivered pursuant
thereto or the loan transactions governed thereby or in any way based on or related to any of the
foregoing, including, but not limited to, contract claims, tort claims, malpractice claims,
statutory claims and all other claims at law or in equity related to the rights and obligations
sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned
pursuant to clauses (i) and (ii) above being referred to herein collectively as, the “Assigned
Interest”). Such sale and assignment is without recourse to the Assignor and, except as
expressly provided in this Assignment and Assumption, without representation or warranty by the
Assignor.




	 	 	 	 	 

	1.

	 	Assignor:
	 	     
	2.

	 	Assignee:
	 	     
	 

	 	 	 	[and is an Affiliate/Approved Fund of [identify Lender]]
	3.

	 	Borrower(s):
	 	     





4. Administrative Agent:    , as the administrative agent under the Credit Agreement



5. Credit Agreement: The Credit Agreement dated as of September 19, 2008 among The St. Joe Company,
the Initial Guarantors listed on the signature pages thereof, the Lenders parties thereto and
Branch Banking and Trust Company, as Administrative Agent.



6. Assigned Interest:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Aggregate Amount of	 	 	 	 
	 	 	Commitment/Loans	 	Amount of	 	Percentage
	 	 	for all	 	Commitment/Loans	 	Assigned of
	Revolver Commitment	 	Lenders3	 	Assigned1	 	Commitment/Loans2
	 
	 	$	 	 	 	$	 	 	 	 	 	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 






[7. Trade Date:    ]3






 




			
	1	 	Amount to be adjusted by the counterparties to take into account any payments or prepayments made
between the Trade Date and the Effective Date.
	 
	2	 	Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders
thereunder.
	 
	3	 	To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to
be determined as of the Trade Date.





          Effective
Date:     , 20     [TO BE INSERTED BY ADMINISTRATIVE AGENT AND
WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]




          The terms set forth in this Assignment and Assumption are hereby agreed to:




	 	 	 

	 

	 	ASSIGNOR
	 
	 	 
	 

	 	[NAME OF ASSIGNOR]
	 
	 	 
	 

	 	By:                                         
	 

	 	Title:
	 
	 	 
	 

	 	ASSIGNEE
	 
	 	 
	 

	 	[NAME OF ASSIGNEE]
	 
	 	 
	 

	 	By:                                         
	 

	 	Title:






 









 






	 	 	 

	 

	 	[Consented to and]1 Accepted:
	 
	 	 
	 

	 	BRANCH BANKING AND TRUST COMPANY, as
	 
	 	 
	 

	 	Administrative Agent
	 
	 	 
	 

	 	By                                         
	 

	 	Title:
	 
	 	 
	 

	 	[Consented to:]2
	 
	 	 
	 

	 	[NAME OF RELEVANT PARTY]
	 
	 	 
	 

	 	By                                         
	 

	 	Title:








 




			
	1	 	To be added only if the consent of the Administrative Agent is required by the terms of the
Credit Agreement.
	 
	2	 	To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.





ANNEX 1 to Assignment and Assumption




STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION



          1. Representations and Warranties.




          1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and
beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any
lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken
all action necessary, to execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with the Credit Agreement or any
other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial
condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in
respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its
Subsidiaries or Affiliates or any other Person of any of their respective obligations under any
Loan Document.




          1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and
authority, and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby and to become a Lender under the
Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement
(subject to receipt of such consents as may be required under the Credit Agreement), (iii) from and
after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender
thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender
thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most
recent financial statements delivered pursuant to Section 5.01 thereof, as applicable, and such
other documents and information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the
basis of which it has made such analysis and decision independently and without reliance on the
Administrative Agent or any other Lender, and (v) if it is a Foreign Lender, attached to the
Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms
of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it
will, independently and without reliance on the Administrative Agent, the Assignor or any other
Lender, and based on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under the Credit
Documents, and (ii) it will perform in accordance with their terms all of the obligations that by
the terms of the Loan Documents are required to be performed by it as a Lender.




          2. Payments. From and after the Effective Date, the Administrative Agent shall make
all payments in respect of the Assigned Interest (including payments of principal, interest, fees
and other amounts) to the Assignee whether such amounts have accrued prior to, on or after the
Effective Date. The Assignor and the Assignee shall make all appropriate adjustments in payments by
the Administrative Agent
for periods prior to the Effective Date or with respect to the making of this assignment
directly between themselves.




          3. General Provisions. This Assignment and Assumption shall be binding upon, and inure
to the benefit of, the parties hereto and their respective successors and assigns. This Assignment
and Assumption may be executed in any number of counterparts, which together shall constitute one
instrument. Delivery of an executed counterpart of a signature page of this Assignment and
Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this
Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in
accordance with, the law of the State of North Carolina.




 









 








EXHIBIT J




FORM OF MORTGAGE



Prepared by:




MORTGAGE, SECURITY AGREEMENT AND FIXTURE FILING




BY



ST. JOE TIMBERLAND COMPANY OF DELAWARE, L.L.C.,



a Delaware limited liability company,



as Mortgagor,



TO



BRANCH BANKING AND TRUST COMPANY,

a North Carolina corporation,



as Administrative Agent,



Dated
                    , 20___


This MORTGAGE, SECURITY AGREEMENT AND FIXTURE FILING (this “Mortgage”) is executed this
    day of    ,
20    (“Execution Date”), by ST. JOE TIMBERLAND COMPANY
OF DELAWARE, L.L.C., a Delaware limited liability company having a place of business at 245
Riverside Drive, Suite 500, Jacksonville, Florida 32202, as mortgagor (the “Mortgagor”), in favor
of BRANCH BANKING AND TRUST COMPANY, a North Carolina corporation having a place of business at 200
West Second Street, 16th Floor, Winston-Salem, North Carolina 27101, as administrative
agent for the benefit of the Secured Parties (as defined below) (together with any successor
beneficiary, the “Beneficiary”).




     All capitalized terms used but not otherwise defined herein shall have the same meanings
ascribed to such terms in the Credit Agreement described below.



RECITALS




     The St. Joe Company, a Florida corporation (“Borrower”), St. Joe Timberland Company of
Delaware, L.L.C., a Delaware limited liability company, as an Initial Guarantor, the other
guarantors party thereto, the various lending institutions from time to time party thereto (the
“Lenders”), Branch Banking and Trust Company, as the Issuing Bank (the “Issuing Bank”) and Branch
Banking and Trust Company, as Administrative Agent (the “Administrative Agent”) have entered into a
Credit Agreement, dated as of September 19, 2008 providing for a credit facility of up to
$100,000,000.00 for the making of Advances to Borrower as contemplated in the Credit Agreement (the
term “Credit Agreement” as used herein to mean the Credit Agreement described above in this
paragraph, as the same may be amended, modified, extended, renewed, replaced, restated,
supplemented and/or refinanced from time to time);



     The Borrower may from time to time enter into or guarantee one or more interest rate
protection agreements (including, without limitation, interest rate swaps, caps, floors, collars
and similar agreements)(each such agreement or arrangement, a “Hedging Agreement”) with Branch
Banking and Trust Company (in such capacity, the “Hedge Counterparty”);



     The Mortgagor has agreed to guarantee the Obligations (as defined below) pursuant to the
Credit Agreement, and by this Mortgage has agreed to secure the obligations of Borrower and
Mortgagor under the Credit Agreement and other Loan Documents, and Mortgagor therefore desires to
enter into this Mortgage to satisfy the conditions in the Credit Agreement and to secure the
Obligations (“Secured Indebtedness”).



     “Obligations” means the collective reference to all of the following indebtedness obligations
and liabilities: (a) the due and punctual payment by the Borrower of: (i) the principal of and
interest on the Notes (including without limitation, any and all Revolver Advances and Swing
Advances), when and as due, whether at maturity, by acceleration, upon one or more dates set for
prepayment or otherwise and any renewals, modifications or extensions thereof, in whole or in part;
(ii) each payment required to be made by the Mortgagor under this Agreement and the Letter of
Credit Application Agreements, when and as due, including payments in respect of reimbursement of
disbursements, interest thereon, and obligations, if any, to provide cash collateral and any
renewals, modifications or extensions thereof, in whole or in part; and (iii) all other monetary
obligations of the Borrower to the Secured Parties under this Agreement and the other Loan
Documents to which the Borrower is or is to be a party and any renewals, modifications or
extensions thereof, in whole or in part; (b) the due and punctual performance of all other
obligations of the Borrower under this Agreement and the other Loan Documents to which the Borrower
is or is to be a party, and any renewals, modifications or extensions thereof, in whole or in part;
(c) the due and punctual payment (whether at the stated maturity, by acceleration or otherwise) of
all obligations (including any and all Hedging Obligations arising under the Hedging Agreements and
obligations which, but for the automatic stay



 









 







under Section 362(a) of the Bankruptcy Code, would
become due), indebtedness and liabilities of the Borrower, now existing or hereafter incurred
under, arising out of or in connection with any and all Hedging Agreements and any renewals,
modifications or extensions thereof (including, all obligations, if any, of the Borrower as
guarantor under the Credit Agreement in respect of Hedging Agreements), and the due and punctual
performance and compliance by the Mortgagor with all of the terms, conditions and agreements
contained in any Hedging Agreement and any renewals, modifications or extensions thereof; (d) the
due and punctual payment and performance of all indebtedness, liabilities and obligations of any
one or more of the Borrower and Guarantors arising out of or relating to any Bank Products; (e) the
due and punctual payment and performance of all indebtedness, liabilities and obligations of any
one or more of the Borrower and Guarantors arising out of or relating to any Cash Management
Services; and (f) the due and punctual payment and performance of all obligations of each of the
Guarantors under the Credit Agreement and the other Loan Documents to which they are or are to be a
party and any and all renewals, modifications or extensions thereof, in whole or in part.



     “Notes” means the promissory notes dated September 19, 2008 made by The St. Joe Company to the
order of the Secured Parties.



     “Secured Parties” means collectively (1) the Administrative Agent in its capacity as such
under the Credit Agreement and the other Loan Documents; (2) the Lenders, (3) the Hedge
Counterparties in their
capacity as such under the Hedging Agreements; (4) any of the Lender’s respective Affiliates
as a provider of Bank Products or Cash Management Services; and (5) the successors and assigns of
the foregoing.



     NOW, THEREFORE, in consideration of the Recitals and for other good and valuable
consideration, the receipt and sufficiency of which are acknowledged, Mortgagor agrees as follows:



ARTICLE I

GRANT OF SECURITY




     Section 1.01. REAL PROPERTY GRANT. Mortgagor hereby irrevocably mortgages, transfers,
grants, conveys, assigns, and warrants to Administrative Agent and the Secured Parties, their
successors and assigns, all of Mortgagor’s present and future estate, right, title and interest in
and to the following which are collectively referred to as the “Real Property”:



     (a) that certain real property located in the County and State which is more particularly
described in Exhibit A attached to this Mortgage or any portion of the real property; all
easements, rights-of-way, gaps, strips and gores of land; privileges, licenses, tenements, and
appurtenances appertaining to the real property, and the reversion(s), remainder(s), and claims of
Mortgagor with respect to these items, and the benefits of any existing or future conditions,
covenants and restrictions affecting the real property (collectively, the “Land”);



     (b) all estate, right, title and interest of the Mortgagor in and to all development rights or
credits, air rights, water, water rights (whether riparian, appropriative, or otherwise and whether
or not appurtenant), water stock, trees, timber (including, without limitation, standing timber
which is to be cut and removed under a conveyance or contract for sale, other standing timber, and
timber after it has been cut, all herein collectively referred to as “Timber”), minerals, and other
similar rights, including, without limitation, as-extracted minerals, oil and gas and other
hydrocarbon substances, and all rights, royalties and profits in connection with such minerals,
oil, Timber and gas and other hydrocarbon substances on or in the Land, including, without
limitation, all contracts with respect to any conveyance or sale thereof (“Contracts”) (all of the
foregoing estate, right, title and interest being hereinafter collectively called “Timber and
Related Rights”); and



          (c) all things now or hereafter affixed to or placed on the Land, including all
buildings, structures and improvements, all fixtures and all machinery, equipment, partitions,
appliances, and other property now or in the future attached, or installed in the improvements and
all replacements, repairs, additions, or substitutions to these items (collectively, the
“Improvements”);




          (d) all present and future income, rents, revenue, profits, proceeds, accounts
receivables and other benefits from the Land and/or Improvements and all deposits made with respect
to the Land and/or Improvements, including, but not limited to, any security given to utility
companies by Mortgagor, any advance payment of real estate taxes or assessments, or insurance
premiums made by Mortgagor and all claims or demands relating to such deposits and other security,
including claims for refunds of tax payments or assessments, and all insurance proceeds payable to
Mortgagor in connection with the Land and/or Improvements whether or not such insurance coverage is
specifically required under the terms of this Mortgage (“Insurance Proceeds”) (all of the items set
forth in this paragraph are referred to collectively as “Rents and Profits”);




          (e) all damages, payments and revenue of every kind that Mortgagor may be entitled to receive,
from any person owning or acquiring a right to the oil, gas or mineral rights and reservations of
the Land;




          (f) all proceeds and claims arising on account of any damage to, or Condemnation (as
hereinafter defined) of any part of the Land and/or Improvements, and all causes of action and
recoveries for any diminution in the value of the Land and/or Improvements;




          (g) all licenses, contracts, management agreements, guaranties, warranties, franchise
agreements, permits, or certificates relating to the ownership, use, operation or maintenance of
the Land and/or Improvements; and





 









 








          (h) all names by which the Land and/or Improvements may be operated or known, and all rights
to carry on business under those names, and all trademarks, trade names, and goodwill relating to
the Land and/or Improvements.



TO HAVE AND TO HOLD all the Real Property unto Administrative Agent and the Secured Parties,
their successors and assigns, forever, subject to the terms, covenants and conditions of this
Mortgage.




     Section 1.02. PERSONAL PROPERTY GRANT. Mortgagor hereby irrevocably mortgages,
transfers, grants, conveys, assigns, and warrants to Administrative Agent and the Secured Parties,
their successors and assigns, and grants to Administrative Agent and the Secured Parties, their
successors and assigns, a security interest in, Mortgagor’s interest in the following personal
property which is collectively referred to as “Personal Property”:



          (a) any portion of the Real Property which may be personal property, and all other
personal property, whether now existing or acquired in the future which is attached to, appurtenant
to, or used in the construction or operation of, or in connection with, the Real Property;




          (b) all rights to the use of water, including water rights appurtenant to the Real
Property, pumping plants, ditches for irrigation, all water stock or other evidence of ownership of
any part of the Real Property that is owned by Mortgagor in common with others and all documents of
membership in any owner’s association or similar group;




          (c) all equipment, machinery, fixtures, goods, accounts, general intangibles, documents,
instruments and chattel paper and all substitutions, replacements of, and additions to, any of the
these items;




          (d) all sales agreements, deposits, escrow agreements, other documents and agreements entered
into with respect to the sale of any part of the Real Property, and all proceeds of the sale; and




          (e) all proceeds from the voluntary or involuntary disposition or claim respecting any of the
foregoing items (including judgments, condemnation awards or otherwise).




     All of the Real Property and the Personal Property are collectively referred to as the
“Mortgaged Property”.



     TO HAVE AND TO HOLD all the Mortgaged Property unto Administrative Agent and the Secured
Parties, their successors and assigns, forever, subject to the terms, covenants and conditions of
this Mortgage.



     Section 1.03. MORTGAGE; INCORPORATION OF RECITALS. The recitals set forth above are
true and correct and incorporated herein by this reference as part of the substantive agreements in
this Mortgage. This Mortgage is a mortgage, and is also a security agreement granting a present and
continuing security interest in the Personal Property and fixtures.



ARTICLE II

MORTGAGOR COVENANTS




     Section 2.01. DUE AUTHORIZATION, EXECUTION, AND DELIVERY.




     (a) Mortgagor represents and warrants that it is duly organized, validly existing and is in
good standing under the laws of the state of its formation and in the State of Florida, that, to
the best of its knowledge, it has all necessary licenses, authorizations, registrations, permits
and/or approvals to own its properties and to carry on its business as presently conducted.



     (b) Mortgagor represents and warrants that the execution, delivery and performance of this
Mortgage will not result in Mortgagor’s being in default under any provision of its organizational
documents or of any mortgages, deeds of trust, lease, credit or other agreement to which it is a
party or which affects it or the Mortgaged Property.



     (c) Mortgagor represents and warrants that this Mortgage has been duly authorized, executed
and delivered by Mortgagor and constitutes a valid and binding obligation of Mortgagor which is
enforceable in accordance with their terms.



     Section 2.02. WARRANTY OF TITLE.



 









 





          (a) Mortgagor warrants that it holds marketable and indefeasible fee simple absolute
title to the Land (to the extent they constitute interests in real property), and that it has the
right and is lawfully authorized to sell, convey or encumber the Mortgaged Property subject only to
Permitted Encumbrances (as defined in the Credit Agreement). The Mortgaged Property is free from
all due and unpaid taxes, assessments and mechanics’ and materialmen’s liens.




          (b) Mortgagor further covenants to warrant and forever defend Administrative Agent and
the Secured Parties from and against all persons claiming any interest in the Mortgaged Property.




     Section 2.03. TAXES, LIENS AND OTHER CHARGES.



     Mortgagor shall pay all real estate and other taxes and assessments which may be payable,
assessed, levied, imposed upon or become a lien on or against any portion of the Mortgaged Property
(all of the foregoing items are collectively referred to as the “Imposition(s)”). The Impositions
shall be paid not later than five (5) days before the dates on which the particular Imposition
would become delinquent and Mortgagor shall produce to Administrative Agent receipts of the
imposing authority, or other evidence reasonably satisfactory to Administrative Agent, evidencing
the payment of the Imposition in full. If Mortgagor elects by appropriate legal action to contest
in the routine, normal course of its business operations any Imposition, and such contest is
conducted in accordance with the requirements of local laws and regulations, Mortgagor shall not be
required to deposit any cash with Administrative Agent, however, if any such contest is not
undertaken in accordance with the foregoing, Mortgagor shall, upon Administrative Agent’s request,
deposit with Administrative Agent cash as a reserve in an interest bearing account in an amount
which Administrative Agent determines is sufficient to pay the Imposition plus all fines, interest,
penalties and costs which may become due pending the determination of the contest (or in lieu of
cash, Mortgagor may deposit with Administrative Agent a letter of credit in form and substance
satisfactory to Administrative Agent). If Mortgagor deposits this sum with Administrative Agent,
Mortgagor shall not be required to pay the Imposition provided that the contest operates to prevent
enforcement or collection of the Imposition, or the sale or forfeiture of, the Mortgaged Property,
and is prosecuted with due diligence and continuity. Upon termination of any proceeding or contest,
Mortgagor shall pay the amount of the Imposition as finally determined in the proceeding or
contest. Provided that there is not then an Event of Default (as defined herein), the monies which
have been deposited with Administrative Agent pursuant to this Section shall be applied toward such
payment and the excess, if any, shall be returned to Mortgagor.



     Section 2.04. CARE AND USE OF THE PROPERTY.



          (a) Mortgagor represents and warrants to Administrative Agent and the Secured Parties as
follows:




               (i) Mortgagor has not received any written notice of violation in connection with, and to the
best of Mortgagor’s knowledge, Mortgagor has complied in all material respects with all
requirements of, all instruments and agreements affecting the Mortgaged Property, whether or not of
record, including without limitation all covenants and agreements by and between Mortgagor and any
governmental or regulatory agency pertaining to the development, use or operation of the Mortgaged
Property. Mortgagor, at its sole cost and expense, shall keep the Mortgaged Property in good order,
condition, and repair.



               (ii) Mortgagor shall abstain from, and not permit, the commission of waste to the Mortgaged
Property.



          (b) Administrative Agent and the Secured Parties shall have the right to enter the Mortgaged
Property in order to ascertain Mortgagor’s compliance with the Loan Documents, to examine the
condition of the Mortgaged Property, to perform an appraisal, and to undertake surveying or
engineering work. Mortgagor shall cooperate with Administrative Agent and the Secured Parties
performing these inspections.




     Section 2.05. COLLATERAL MORTGAGES. Mortgagor covenants and agrees that if
Administrative Agent at any time holds additional security for any obligations secured by this
Mortgage, it may enforce its rights and remedies with respect to the security, at its option,
either before, concurrently or after a sale of the Mortgaged Property is made pursuant to the terms
of this Mortgage. Administrative Agent may apply the proceeds of the additional security to the
Secured Indebtedness without affecting or waiving any right to any other security, including the
security under this Mortgage, and without waiving any breach or default of Mortgagor under this
Mortgage or any other Loan Document.



     Section 2.06. SUITS AND OTHER ACTS TO PROTECT THE PROPERTY.



 









 





          (a) Mortgagor shall immediately notify Administrative Agent and the Secured Parties of the
commencement, or receipt of written notice, of any and all actions or proceedings or other material
matter or claim having a material adverse effect on the Mortgaged Property and/or the interest of
Administrative Agent and the Secured Parties under the Loan Documents (collectively, “Actions”).
Mortgagor shall appear in and defend any Actions.




          (b) If in Administrative Agent’s good faith judgment Mortgagor is not adequately protecting
the Mortgaged Property and/or the interest of Administrative Agent and the Secured Parties under
the Loan Documents in connection with any Actions, (i) Administrative Agent shall have the right,
after written notice, at the reasonable cost and expense of Mortgagor, to institute and maintain
the Actions and take such other reasonable action, as it may deem appropriate in the good faith
exercise of its discretion to preserve or protect the Mortgaged Property and/or the interest of
Administrative Agent and the Secured Parties under the Loan Documents; and (ii) Administrative
Agent shall have the right, at any time in its good faith judgment, to participate in any Action
(at Mortgagor’s expense) to the extent necessary to preserve or protect the Mortgaged Property
and/or the interest of Administrative Agent and the Secured Parties under the Loan Documents. Any
money paid by Administrative Agent under this Section shall be reimbursed to Administrative Agent.




     Section 2.07. LIENS AND ENCUMBRANCES. Without the prior written consent of
Administrative Agent, to be exercised in Administrative Agent’s sole and absolute discretion,
Mortgagor shall not create, place or allow to remain any lien or encumbrance on the Mortgaged
Property, including deeds of trust, deeds to secure debt, mortgages, security interests,
conditional sales, mechanic liens, tax liens or assessment liens
regardless of whether or not they are subordinate to the lien created by this Mortgage
(collectively, “Liens and Encumbrances”) other than Permitted Encumbrances. If any Liens and
Encumbrances other than Permitted Encumbrances are recorded against the Mortgaged Property or any
part of the Mortgaged Property, Mortgagor shall obtain a discharge and release of record of such
Liens and Encumbrances within thirty (30) days after receipt of notice of their existence;
provided, however, that Mortgagor shall have the right, subject to compliance with the remainder of
this paragraph, to contest by appropriate legal action any Liens and Encumbrances provided that
such contest is conducted in accordance with the requirements of local laws and regulations, and
Mortgagor shall, upon Administrative Agent’s request, deposit with Administrative Agent cash as a
reserve in an interest bearing account in an amount which Administrative Agent determines is
sufficient to pay the Liens and Encumbrances plus all fines, interest, penalties and costs which
may become due pending the determination of the contest (or in lieu of cash, Mortgagor may deposit
with Administrative Agent a letter of credit in form and substance satisfactory to Administrative
Agent). If Mortgagor deposits this sum with Administrative Agent, Mortgagor shall not be required
to pay the Liens and Encumbrances provided that the contest operates to prevent enforcement or
collection of the Liens and Encumbrances, or the sale or forfeiture of, the Mortgaged Property, and
is prosecuted with due diligence and continuity. Upon termination of any proceeding or contest,
Mortgagor shall pay the amount of the Liens and Encumbrances as finally determined in the
proceeding or contest. Provided that there is not then an Event of Default (as defined herein), the
monies which have been deposited with Administrative Agent pursuant to this Section shall be
applied toward such payment and the excess, if any, shall be returned to Mortgagor.



ARTICLE III

INSURANCE




     Section 3.01. REQUIRED INSURANCE AND TERMS OF INSURANCE POLICIES.



     (a) During the term of this Mortgage, Mortgagor at its sole cost and expense must provide
insurance policies and certificates of insurance for types of insurance described below all of
which must be satisfactory to Administrative Agent as to form of policy, amounts, deductibles,
sublimits, types of coverage, exclusions and the companies underwriting these coverages. In no
event shall such policies be terminated or otherwise allowed to lapse. Mortgagor shall be
responsible for its own deductibles. Mortgagor shall also pay for any insurance, or any increase of
policy limits, not described in this Mortgage which Mortgagor requires for its own protection or
for compliance with government statutes.



     Mortgagor shall strictly comply with the insurance requirements set forth in the Credit
Agreement.



     (b) The insurance companies must have a general policy rating of A or better and a financial
class of X or better by A.M. Best Company, Inc. and a claims paying ability for
only the “All risk” carrier of A or better according to Standard & Poors. This requirement may
be met by a layered insurance program in which at least 90% of the coverage is provided by A.M.
Best “A” rated companies with a financial size of “X” and the balance of the coverage is provided
by carriers with an A.M. Best rating of at least “A-” and a financial size of “VIII” so long as the
primary layer and first excess layer are provided entirely by A.M. Best “A” rated carriers.



 









 





     (c) Certified copies of the policies, and any endorsements, shall be made available for
inspection by Administrative Agent upon request. If Mortgagor fails to obtain or maintain insurance
policies and coverages as required by this Section 3.01 (“Required Insurance”) then Administrative
Agent shall have the right but shall not have the obligation immediately to procure any Required
Insurance at Mortgagor’s cost.



     Section 3.02. ASSIGNMENT TO ADMINISTRATIVE AGENT. In the event of the foreclosure of
this Mortgage or other transfer of the title to the Mortgaged Property in extinguishment of the
Secured Indebtedness, all right, title and interest of Mortgagor in and to any insurance policy, or
premiums or payments in satisfaction of claims or any other rights under these insurance policies
and any other insurance policies covering the Mortgaged Property shall pass to the transferee of
the Mortgaged Property.



ARTICLE IV

REPORTS




     Mortgagor shall furnish in a timely manner to Administrative Agent all reports regarding the
Mortgaged Property required by the Credit Agreement.



ARTICLE V

LEASES AND OTHER AGREEMENTS AFFECTING THE PROPERTY




     Section 5.01. MORTGAGOR’S REPRESENTATIONS AND WARRANTIES. As of the Execution Date,
Mortgagor represents and warrants to Administrative Agent and the Secured Parties as follows:



          (a) To the knowledge of Mortgagor, there are no leases or occupancy agreements affecting the
Mortgaged Property except for: (i) that certain Wood Fiber Supply Agreement between Mortgagor and
Jefferson Smurfit Corporation dated July 1, 2000, and (ii) other agreements as disclosed in the
Credit Agreement.




          (b) Mortgagor has not sent or received any written notice of default under any lease related
to the Mortgaged Property.




     Section 5.02. PERFORMANCE OF OBLIGATIONS. Mortgagor shall perform in all material
respects all obligations under any and all leases related to the Mortgaged Property.



ARTICLE VI

ENVIRONMENTAL HAZARDS




     Section 6.01. REPRESENTATIONS AND WARRANTIES. Mortgagor hereby represents, warrants,
covenants and agrees to and with Administrative Agent and the Secured Parties that (i) neither
Mortgagor nor, to the Mortgagor’s knowledge, any tenant, subtenant or occupant of the Mortgaged
Property, has at any time placed, suffered or permitted the presence of any Hazardous Materials (as
defined in Section 6.05) at, on, under, within or about the Mortgaged Property (except in the
ordinary course of their business and otherwise in compliance with the Requirements of
Environmental Laws), and (ii) all operations or activities upon the Mortgaged Property, and any use
or occupancy of the Mortgaged Property by Mortgagor are presently and shall in the future be in
compliance with all Requirements of Environmental Laws (as defined in Section 6.06), (iii)
Mortgagor will use commercially reasonably efforts to assure that any tenant, subtenant or occupant
of the Mortgaged Property shall in the future be in compliance with all Requirements of
Environmental Laws, (iv) all operations or activities upon the Mortgaged Property are presently and
shall in the future be in compliance with all Requirements of Environmental Laws, (v) Mortgagor
does not know of, and has not received, any written or oral notice from any person or entity
(including, without limitation, a governmental entity) relating to Hazardous Materials or Remedial
Work pertaining thereto, of possible liability of any person or entity pursuant to any Requirements
of Environmental Laws, other environmental conditions in connection with the Mortgaged Property, or
any actual administrative or judicial proceedings in connection with any of the foregoing, (vi)
Mortgagor shall not knowingly do or allow any tenant or other user of the Mortgaged Property to do
any act that materially increases the dangers to human health or the environment, poses an
unreasonable risk of harm to any person or entity (whether on or off the Mortgaged Property), is
contrary to any requirement of any insurer, constitutes a public or private nuisance, constitutes
waste, or violates any covenant, condition, agreement or easement applicable to the Mortgaged
Property, and (vii) Mortgagor has truthfully and fully provided or made available to Administrative
Agent, in writing, any and all information relating to environmental conditions in, on, under or
from the Mortgaged Property that is known to



 









 







Mortgagor and that is contained in Mortgagor’s files
and records, including, without limitation, any reports relating to Hazardous Materials in, on,
under or from the Mortgaged Property and/or to the environmental condition of the Mortgaged
Property.



     Section 6.02. REMEDIAL WORK. In the event any investigation or monitoring of site
conditions or any clean-up, containment, restoration, removal or other remedial work (collectively,
the “Remedial Work”) is required under any Requirements of Environmental Laws, Mortgagor shall
perform or cause to be performed the Remedial Work in compliance with the applicable law,
regulation, order or agreement. All Remedial Work shall be performed by one or more contractors,
selected by Mortgagor and approved in advance in writing by Administrative Agent (not to be
unreasonably withheld, delayed or conditioned), and under the supervision of a consulting engineer,
selected by Mortgagor and approved in advance in writing by Administrative Agent (not to be
unreasonably delayed or conditioned). All costs and expenses of Remedial Work
shall be paid by Mortgagor including, without limitation, the charges of the contractor(s)
and/or the consulting engineer, and Administrative Agent’s reasonable attorneys’ fees and costs
incurred in connection with monitoring or review of the Remedial Work. In the event Mortgagor shall
fail to timely commence, or cause to be commenced, or fail to diligently prosecute to completion,
the Remedial Work, Administrative Agent may, but shall not be required to, cause such Remedial Work
to be performed.



     Section 6.03. ENVIRONMENTAL SITE ASSESSMENT. Administrative Agent shall have the
right, at any time during the continuance of an Event of Default and from time to time if
Administrative Agent reasonably believes there is an adverse environmental condition, to undertake,
at the expense of Mortgagor, an environmental site assessment on the Mortgaged Property, including
any testing that Administrative Agent may determine, in its sole and reasonable discretion, is
necessary or desirable to ascertain the environmental condition of the Mortgaged Property and the
compliance of the Mortgaged Property with Requirements of Environmental Laws, provided, however,
that Mortgagor is not obligated to pay for subsequent environmental testing or environmental site
assessments unless an independent third party consultant determines they are reasonably necessary,
or Administrative Agent has other reason to believe a change in the environmental condition of a
Mortgaged Property has occurred, or an Event of Default exists. Mortgagor shall cooperate fully
with Administrative Agent and its consultants performing such assessments and tests.



     Section 6.04. Intentionally Deleted.



     Section 6.05. HAZARDOUS MATERIALS. “Hazardous Materials” shall include without
limitation:



          (a) Those substances included within the definitions of “hazardous substances,”
“hazardous materials,” “toxic substances,” or “solid waste” in the Comprehensive Environmental
Response, Compensation, and Liability Act of 1980 as amended, 42 U.S.C. Sections 9601 et seq., the
Resource Conservation and Recovery Act of 1976, 42 U.S.C. Sections 6901 et seq., and the Hazardous
Materials Transportation Act, 49 U.S.C. Sections 5101 et seq., and in the regulations promulgated
pursuant to said laws;




          (b) Those substances defined as “hazardous substances” or “hazardous wastes” under any
applicable local and/or State of Florida statute and in any other regulations promulgated pursuant
to such laws including, without limitation, any toxic or hazardous waste, material or substance or
oil or pesticide listed in, covered by, or regulated pursuant to Chapter 403 of the Florida
Statutes, as the same may be amended from time to time, and in the regulations promulgated pursuant
thereto, as the same may be amended from time to time;




          (c) Those chemicals known to cause cancer or reproductive toxicity, as published pursuant to
any applicable laws;




          (d) Those substances listed in the United States Department of Transportation Table of
Hazardous Materials and Special Provisions (49 CFR 172.101 and amendments
thereto) or by the Environmental Protection Agency (or any successor agency) as hazardous
substances (40 CFR Part 302 and amendments thereto);




          (e) Any material, waste or substance which is (A) petroleum, (B) asbestos, (C) polychlorinated
biphenyls, (D) designated as a “hazardous substance” pursuant to Section 311 of the Clean Water
Act, 33 U.S.C. Section 1251 et seq. (33 U.S.C. Section 1321) or listed pursuant to Section 307 of
the Clean Water Act (33 U.S.C. Section 1317); (E) a chemical substance or mixture regulated under
the Toxic Substances Control Act of 1976, 15 U.S.C. Sections 2601 et seq.; (F) flammable
explosives; or (G) radioactive materials; and




          (f) Such other substances, materials and wastes which are or become regulated as hazardous or
toxic under



 









 






applicable local, state or federal law, or the United States government, or which are
classified as hazardous or toxic under federal, state, or local laws or regulations.




     Section 6.06. REQUIREMENTS OF ENVIRONMENTAL LAWS. “Requirements of Environmental Laws”
means all requirements of environmental, ecological, health, or industrial hygiene laws or
regulations or rules of common law related to the Mortgaged Property, including, without
limitation, all requirements imposed by any environmental permit, law, rule, order, or regulation
of any federal, state, or local executive, legislative, judicial, regulatory, or administrative
agency, which relate to (i) exposure to Hazardous Materials; (ii) pollution or protection of the
air, surface water, ground water, land; (iii) solid, gaseous, or liquid waste generation,
treatment, storage, disposal, or transportation; or (iv) regulation of the manufacture, processing,
distribution and commerce, use, or storage of Hazardous Materials.



ARTICLE VII

CONDEMNATION




     Section 7.01. CONDEMNATION.



          (a) If the Mortgaged Property or any part of the Mortgaged Property is taken by reason of any
condemnation or similar eminent domain proceeding, or by a grant or conveyance in lieu of
condemnation or eminent domain (“Condemnation”) and as a result thereof the Borrower would no
longer be in compliance with Section 5.16(d) of the Credit Agreement, Administrative Agent and the
Secured Parties shall be entitled to all compensation, awards, damages, proceeds and payments or
relief for the Condemnation (“Condemnation Proceeds”). In such event, at its option, Administrative
Agent shall be entitled to commence, appear in and prosecute in its own name any action or
proceeding or upon consultation with Mortgagor to make any compromise or settlement in connection
with such Condemnation (provided, however, that in no event shall Administrative Agent be obliged
to consult with Mortgagor if an Event of Default has occurred and is continuing). Upon the
occurrence and continuance of an Event of Default, and with prior notice to Mortgagor, Mortgagor
hereby irrevocably constitutes and appoints Administrative Agent as its attorney-in-fact, which
appointment is coupled
with an interest, to commence, appear in and prosecute any action or proceeding or to make any
compromise or settlement in connection with any such Condemnation.




          (b) Subject to the limitations of Section 7.01(a), Mortgagor assigns to Administrative Agent
all Condemnation Proceeds which Mortgagor is entitled to receive.




ARTICLE VIII

REPRESENTATIONS OF MORTGAGOR




     Section 8.01. NO ADVERSE CHANGE. Mortgagor represents and warrants that, as of the
Execution Date:



          (a) Mortgagor has delivered to Administrative Agent true and correct copies of all Mortgagor’s
organizational documents.




          (b) Mortgagor is not involved in any bankruptcy, reorganization, insolvency, dissolution or
liquidation proceeding, and to the best knowledge of Mortgagor, no such proceeding is contemplated
or threatened.




          (c) Mortgagor is not involved in any litigation, arbitration, or other proceeding or
governmental investigation pending which if determined adversely would materially adversely affect
the Mortgaged Property.




     Section 8.02. FOREIGN INVESTOR. Neither Mortgagor nor any member of Mortgagor is,
and no legal or beneficial interest in a member of Mortgagor (other than shareholders of publicly
traded entities) is or will be held, directly or indirectly by, a “foreign person” within the
meaning of Sections 1445 and 7701 of the Internal Revenue Code of 1986, as amended.



     Section 8.03. US PATRIOT ACT. Neither Mortgagor nor any partner, member or stockholder
of Mortgagor is, and no legal or beneficial interest in a partner, member or stockholder of
Mortgagor is or will be held, directly or indirectly by a person or entity that appears on a list
of individuals and/or entities for which transactions are prohibited by the US Treasury Office of
Foreign Assets Control or any similar list maintained by any other governmental authority, with
respect to which entering into transactions with such person or entity would violate the US Patriot
Act or regulations or any Presidential Executive Order or any other similar applicable law,
ordinance, order, rule or regulation. For the



 









 




avoidance of doubt, the foregoing does not apply to
any shareholders of publicly-held entities.




ARTICLE IX




[Reserved]



ARTICLE X

CHANGE IN OWNERSHIP, CONVEYANCE OF PROPERTY




     Section 10.01. CONVEYANCE OF PROPERTY, CHANGE IN OWNERSHIP AND COMPOSITION. Except as
permitted by the Credit Agreement, Mortgagor shall not cause or permit: (i) the Mortgaged Property
or any interest in the Mortgaged Property, to be conveyed, transferred, assigned, encumbered, sold
or otherwise disposed of, or (ii) any transfer, assignment or conveyance of any interest in
Mortgagor, or (iii) any merger, reorganization, dissolution or other change in the ownership
structure of Mortgagor (collectively, “Transfers”).



     Section 10.02. PROHIBITION ON SUBORDINATE FINANCING. Mortgagor shall not incur or
permit the incurring of (i) any financing in addition to the Loan that is secured by a lien,
security interest or other encumbrance of any part of the Mortgaged Property or (ii) any pledge or
encumbrance of a partnership, member or shareholder or beneficial interest in Mortgagor
(collectively, “Subordinate Financing”).



ARTICLE XI

DEFAULTS AND REMEDIES




     Section 11.01. EVENTS OF DEFAULT. Any of the following shall be deemed to be a
material breach of Mortgagor’s covenants in this Mortgage and shall constitute a default (“Event of
Default”):



          (a) The failure of Mortgagor to pay when due, any Obligations;




          (b) The failure of Mortgagor, Borrower or any Guarantors to perform or observe any term,
provision, covenant, condition or agreement under any Loan Document and failure to cure same within
applicable cure periods, if any;




          (c) The filing by Mortgagor, Borrower or any Guarantor (an “Insolvent Entity”) of a voluntary
petition or application for relief in bankruptcy, the filing against an Insolvent Entity of an
involuntary petition or application for relief in bankruptcy which is not dismissed within ninety
(90) days, or an Insolvent Entity’s adjudication as a bankrupt or insolvent, or the filing by an
Insolvent Entity of any petition, application for relief or answer seeking or acquiescing in any
reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief
for itself under any present or future federal, state or other statute, law, code or regulation
relating to bankruptcy, insolvency or other relief for debtors, or an Insolvent Entity’s seeking or
consenting to or acquiescing in the appointment of any trustee, custodian, conservator, receiver or
liquidator of an Insolvent Entity or of all or any substantial part of the Mortgaged Property, or
the making by an Insolvent Entity of any general assignment for the benefit of creditors, or the
admission in writing by an Insolvent Entity of its inability to pay its debts generally as they
become due;




          (d) If any warranty, representation, certification, financial statement or other information
made or furnished at any time pursuant to the terms of the Loan Documents by Mortgagor, or by any
person or entity otherwise liable under any Loan Document shall be materially false or misleading;
or




          (e) If Mortgagor shall suffer or permit the Mortgaged Property, or any material part of the
Mortgaged Property, to be used in a manner that would with the passage of time (1) impair
Mortgagor’s title to the Mortgaged Property, (2) create rights of adverse use or possession, or (3)
constitute an implied dedication of any part of the Mortgaged Property.




     Section 11.02. REMEDIES UPON DEFAULT. Upon the happening of an Event of Default, the
Secured Indebtedness shall, at the option of Administrative Agent, become immediately due and
payable, without further notice or demand, and Administrative Agent may undertake any one or more
of the following remedies:



          (a) Foreclosure. Institute a foreclosure action in accordance with the laws of the
State of Florida, or take any



 









 






other action as may be allowed, at law or in equity, for the
enforcement of the Loan Documents and realization on the Mortgaged Property or any other security
afforded by the Loan Documents. In the case of a judicial proceeding, Administrative Agent may
proceed to final judgment and execution for the amount of the Secured Indebtedness owed as of the
date of the judgment, together with all costs of suit, reasonable attorneys’ fees and interest on
the judgment at the maximum rate permitted by law from the date of the judgment until paid. If
Administrative Agent is the purchaser at the foreclosure sale of the Mortgaged Property, the
foreclosure sale price shall be applied against the total amount due Administrative Agent; and/or




          (b) Intentionally Deleted;




          (c) Entry. Enter into possession of the Mortgaged Property, collect all Rents and
Profits and, after deducting all costs of collection and administration expenses, apply the
remaining Rents and Profits in such order and amounts as Administrative Agent, in Administrative
Agent’s sole discretion, may elect to the payment of Impositions, operating costs, costs of
maintenance, restoration and repairs, Premiums and other charges, including, but not limited to,
fees and costs of counsel and receivers, and in reduction of the Secured Indebtedness; and/or




          (d) Receivership. Have a receiver appointed to enter into possession of the Mortgaged
Property, collect the Rents and Profits and apply them as the appropriate court may direct.
Administrative Agent shall be entitled to the appointment .of a receiver without the
necessity of proving either the inadequacy of the security or the insolvency of Mortgagor.
Mortgagor shall be deemed to have consented to the appointment of the receiver. The collection or
receipt of any of the Rents and Profits by Administrative Agent or any receiver shall not affect or
cure any Event of Default; and/or




          (e) Uniform Commercial Code Remedies. Exercise all rights and remedies of a “Secured
Party” as provided in the applicable Uniform Commercial Code; and/or




          (f) Specific Performance. Institute an action for specific performance of any covenant
contained herein or in aid of the execution of any power herein granted; and/or




          (g) Other. Take such other action and exercise such rights and remedies, procedural
and substantive, as may be allowed now or in the future by statutory or case law, or in equity.




     Administrative Agent shall be entitled in its sole discretion to exercise all or any of the
rights and remedies herein or in the Loan Documents provided, or which may be provided by statute,
law, equity, or otherwise in such order and manner as Administrative Agent shall elect without
impairing Administrative Agent’s lien in, or rights to, any of such Loan Documents and without
affecting the liability of any person, firm, corporation or other entity for the sums secured by
the Loan Documents.



     Section 11.03. APPLICATION OF PROCEEDS OF SALE. In the event of a sale of the
Mortgaged Property pursuant to Section 11.02 of this Mortgage, to the extent permitted by law, the
Administrative Agent shall determine in its sole discretion the order in which the proceeds from
the sale shall be applied to the payment of the Secured Indebtedness, including without limitation,
the expenses of the sale and of all proceedings in connection with the sale, including reasonable
attorneys’ fees and expenses; Impositions, Premiums, liens, and other charges and expenses; the
outstanding principal balance of the Secured Indebtedness; any accrued interest; any Prepayment
Fee; and any other amounts owed under any of the Loan Documents.



     Section 11.04. WAIVER OF JURY TRIAL. To the fullest extent permitted by law, Mortgagor
HEREBY WAIVES ITS RIGHT TO TRIAL BY JURY in any action, proceeding and/or hearing on any matter
whatsoever arising out of, or in any way connected with this Mortgage or any of the Loan Documents,
or the enforcement of any remedy under any law, statute, or regulation. Mortgagor has received the
advice of counsel with respect to this waiver.



     Section 11.05. ADMINISTRATIVE AGENT’S RIGHT TO PERFORM MORTGAGOR’S OBLIGATIONS.
Mortgagor agrees that, if Mortgagor fails to perform any act or to pay any money which Mortgagor is
required to perform or pay under the Loan Documents within any applicable notice or grace period,
Administrative Agent may make the payment or perform the act at the cost and expense of Mortgagor
and in Mortgagor’s name or in its own name. Any money paid by Administrative Agent under this
Section 11.05 shall be reimbursed to Administrative Agent in accordance with Section 11.06.



 









 





     Section 11.06. ADMINISTRATIVE AGENT REIMBURSEMENT. All payments reasonably made, or
funds reasonably expended or reasonably advanced by Administrative Agent pursuant to the provisions
of any Loan Document, shall (1) become
a part of the Secured Indebtedness, (2) bear interest at the Interest Rate (as defined in the
Notes) from the date such payments are made or funds expended or advanced, (3) become due and
payable by Mortgagor upon demand by Administrative Agent, and (4) bear interest at the Default Rate
(as defined in the Notes) from the date of such demand. Mortgagor shall reimburse Administrative
Agent within ten (10) days after receipt of written demand for such amounts.



     Section 11.07. FEES AND EXPENSES. If Administrative Agent becomes a party (by
intervention or otherwise) to any action or proceeding affecting, directly or indirectly,
Mortgagor, the Mortgaged Property or the title thereto or Administrative Agent’s interest under
this Mortgage, or employs an attorney to collect any of the Secured Indebtedness or to enforce
performance of the obligations, covenants and agreements of the Loan Documents, Mortgagor shall
reimburse Administrative Agent in accordance with Section 11.06 for all expenses, costs, charges
and legal fees incurred by Administrative Agent (including, without limitation, the fees and
expenses of experts and consultants), whether or not suit is commenced.



     Section 11.08. WAIVER OF CONSEQUENTIAL DAMAGES. Mortgagor covenants and agrees that in
no event shall Administrative Agent be liable for consequential damages, and to the fullest extent
permitted by law, Mortgagor expressly waives all existing and future claims that it may have
against Administrative Agent for consequential damages.



ARTICLE XII

MORTGAGOR AGREEMENTS AND FURTHER ASSURANCES




     Section 12.01. MORTGAGOR’S ESTOPPEL. Within ten (10) business days after a request by
Administrative Agent or any Secured Party, Mortgagor shall furnish an acknowledged written
statement in form satisfactory to Administrative Agent or the applicable Secured Party (i) setting
forth the amount of the Secured Indebtedness, (ii) stating either that no known offsets or defenses
exist against the Secured Indebtedness, or if any offsets or defenses are alleged to exist, their
nature and extent, (iii) whether any default then exists under the Loan Documents or any event has
occurred and is continuing, which, with the lapse of time, the giving of notice, or both, would
constitute such a default, and (iv) any other matters as may be reasonably requested. If Mortgagor
does not furnish an estoppel certificate within the 10 business day period, Mortgagor appoints
Administrative Agent as its attorney-in-fact to execute and deliver the certificate on its behalf,
which power of attorney shall be coupled with an interest and shall be irrevocable by death or
otherwise.



     Section 12.02. FURTHER ASSURANCES. Mortgagor shall, without expense to Administrative
Agent, execute, acknowledge and deliver all further acts, deeds, conveyances, mortgages, deeds to
secure debt, deeds of trust, assignments, security agreements, and financing statements as
Administrative Agent shall from time to time reasonably require, to assure, convey, assign,
transfer and confirm unto Administrative Agent and the Secured Parties the Mortgaged Property and
rights conveyed or assigned
by this Mortgage or which Mortgagor may become bound to convey or assign to Administrative
Agent, or for carrying out the intention or facilitating the performance of the terms of this
Mortgage or any of the other Loan Documents, or for filing, refiling, registering, reregistering,
recording or re-recording this Mortgage. If Mortgagor fails to comply with the terms of this
Section, Administrative Agent may, at Mortgagor’s expense, perform Mortgagor’s obligations for and
in the name of Mortgagor, and Mortgagor hereby irrevocably appoints Administrative Agent as its
attorney-in-fact to do so. The appointment of Administrative Agent as attorney-in-fact is coupled
with an interest.



     Section 12.03. FUTURE ADVANCES. This Mortgage shall secure any additional loans as
well as any and all present or future advances and readvances made by Administrative Agent to or
for the benefit of Mortgagor or the Mortgaged Property within twenty (20) years from the date
hereof (whether such advances are obligatory or are made at the option of Administrative Agent or
otherwise), including, without limitation: (i) principal, interest, late charges, fees and other
amounts due under this Mortgage; (ii) all advances by Administrative Agent to Mortgagor or
Mortgagor’s Affiliates or any other person to pay costs of erection, construction, alteration,
repair, restoration, maintenance and completion of any improvements on the Real Property; (iii) all
advances made or costs incurred by Administrative Agent for the payment of real estate taxes,
assessments or other governmental charges, maintenance charges, insurance premiums, appraisal
charges, environmental inspection, audit, testing or compliance costs, and costs incurred by
Administrative Agent for the enforcement and protection of the Mortgaged Property or the lien of
this Mortgage; and (iv) all legal fees, costs and other expenses incurred by Administrative Agent
by reason of any default or otherwise in connection with the Secured Indebtedness. The amount that
may be so secured may decrease to a zero amount from time to time, or may increase from time to
time, but the total amount of such secured indebtedness shall not exceed at any one



 









 







time a maximum
principal amount equal to double the face amount of the Notes plus interest, and any advances or
disbursements made for the benefit or protection of or the payment of taxes, assessments, levies or
insurance upon the Mortgaged Property with interest on such disbursements as provided herein.



     Section 12.04 DOCUMENTARY TAXES. In addition to (and without limiting the generality
of) the other provisions of this Mortgage, Mortgagor hereby agrees to defend, indemnify, and hold
Administrative Agent and the Secured Parties harmless from and against any and all liability for
documentary stamp taxes and intangible taxes (together with all interest, penalties, costs, and
attorneys’ fees incurred in connection therewith) that at any time may be levied, assessed, or
imposed by the State of Florida or any other governmental entity or agency upon this Mortgage, the
Notes, or any of the other Loan Documents or any amendment, extension, or renewals of any of the
foregoing, or upon Administrative Agent by virtue of owning or holding any of the foregoing
instruments or documents, all of which shall be secured by the lien and security interest of the
Loan Documents (as from time to time amended). In addition, in the event that any governmental
entity or agency shall allege in writing or otherwise that the correct amount of documentary stamp
taxes or intangible taxes have not been paid, then Mortgagor shall
immediately, upon request of Administrative Agent, engage counsel satisfactory to
Administrative Agent, at Mortgagor’s expense, to respond to such allegations (even if such
allegations are spurious and without merit) and otherwise defend Administrative Agent against any
claim regarding such taxes. The provisions of this Section shall survive the repayment of the
Secured Indebtedness and the satisfaction of this Mortgage and the other Loan Documents for so long
as any claim may be asserted by the State of Florida or any such other governmental entity or
agency.



ARTICLE XIII




SECURITY AGREEMENT



     Section 13.01. SECURITY AGREEMENT. THIS MORTGAGE CREATES A LIEN ON THE MORTGAGED
PROPERTY. IN ADDITION, TO THE EXTENT THE MORTGAGED PROPERTY IS PERSONAL PROPERTY OR FIXTURES UNDER
APPLICABLE LAW, THIS MORTGAGE CONSTITUTES A SECURITY AGREEMENT UNDER THE UNIFORM COMMERCIAL CODE OF
THE STATE OF FLORIDA (THE “U.C.C.”) AND ANY OTHER APPLICABLE LAW AND IS FILED AS A FIXTURE FILING.
UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, ADMINISTRATIVE AGENT MAY, AT ITS OPTION, PURSUE ANY AND
ALL RIGHTS AND REMEDIES AVAILABLE TO A SECURED PARTY WITH RESPECT TO ANY PORTION OF THE MORTGAGED
PROPERTY, AND/OR ADMINISTRATIVE AGENT MAY, AT ITS OPTION, PROCEED AS TO ALL OR ANY PART OF THE
MORTGAGED PROPERTY IN ACCORDANCE WITH ADMINISTRATIVE AGENT’S RIGHTS AND REMEDIES WITH RESPECT TO
THE LIEN CREATED BY THIS MORTGAGE. THIS FINANCING STATEMENT SHALL REMAIN IN EFFECT AS A FIXTURE
FILING UNTIL THIS MORTGAGE IS RELEASED OR SATISFIED OF RECORD. A statement describing the portion
of the Mortgaged Property comprising the fixtures, the Timber (including timber to be cut), and the
Timber and Related Rights hereby secured is set forth in the granting clauses of this Mortgage.
Mortgagor is the record owner of the Mortgaged Property. The organizational number of Mortgagor is
   .



     Section 13.02. REPRESENTATIONS AND WARRANTIES. Mortgagor warrants, represents and
covenants as follows:



          (a) As of the Execution Date, Mortgagor owns the Personal Property free from any lien,
security interest, encumbrance or adverse claim, except for Permitted Encumbrances or as otherwise
expressly approved by Administrative Agent in writing. Mortgagor will notify Administrative Agent
of, and will protect, defend and indemnify Administrative Agent and the Secured Parties against,
all claims and demands of all persons at any time claiming any rights or interest in the Personal
Property.




          (b) The Personal Property has not been (as of the Execution Date) used and shall not be used
or bought for personal, family, or household purposes, but shall be bought and used solely for the
purpose of carrying on Mortgagor’s business.




          (c) Mortgagor will not remove the Personal Property without the prior written consent of
Administrative Agent, except the items of Personal Property which are obsolete or which are
consumed or worn out in ordinary usage and are promptly replaced by Mortgagor, to the extent
reasonably necessary or desirable for the operation of the Land and Improvements and the business
conducted thereon, with other Personal Property of value equal to or greater than the



 









 






value of the
replaced Personal Property.




     Section 13.03. CHARACTERIZATION OF PROPERTY. The grant of a security interest to
Administrative Agent in this Mortgage shall not be construed to limit or impair the lien of this
Mortgage or the rights of Administrative Agent and the Secured Parties with respect to any property
which is real property or which the parties have agreed to treat as real property. To the fullest
extent permitted by law, everything used in connection with the production of Rents and Profits is,
and at all times and for all purposes and in all proceedings, both legal and equitable, shall be
regarded as real property, irrespective of whether or not the same is physically attached to the
Land and/or Improvements.



     Section 13.04. PROTECTION AGAINST PURCHASE MONEY SECURITY INTERESTS. It is understood
and agreed that in order to protect Administrative Agent from the effect of U.C.C. Section 9-313,
as amended from time to time and as enacted in the State of Florida, in the event that Mortgagor
intends to purchase any goods which may become fixtures attached to the Mortgaged Property, or any
part of the Mortgaged Property, and such goods will be subject to a purchase money security
interest held by a seller or any other party:



          (a) Before executing any security agreement or other document evidencing or perfecting the
security interest, Mortgagor shall obtain the prior written approval of Administrative Agent. All
requests for such written approval shall be in writing and contain the following information: (i) a
description of the fixtures; (ii) the address at which the fixtures will be located; and (iii) the
name and address of the proposed holder and proposed amount of the security interest.




          (b) Mortgagor shall pay all sums and perform all obligations secured by the security
agreement. A default by Mortgagor under the security agreement shall constitute a default under
this Mortgage. If Mortgagor fails to make any payment on an obligation secured by a purchase money
security interest in the Personal Property or any fixtures, Administrative Agent, at its option,
may pay the secured amount and Administrative Agent shall be subrogated to the rights of the holder
of the purchase money security interest.




          (c) Administrative Agent shall have the right to acquire by assignment from the holder of the
security interest for the Personal Property or fixtures, all contract rights, accounts receivable,
negotiable or non-negotiable instruments, or other evidence of indebtedness and to enforce the
security interest as assignee.




ARTICLE XIV

MISCELLANEOUS COVENANTS




     Section 14.01. NO WAIVER. No single or partial exercise by Administrative Agent, or
delay or omission in the exercise by Administrative Agent, of any right or remedy under the Loan
Documents shall preclude, waive or limit the exercise of any other right or remedy. Administrative
Agent shall at all times have the right to proceed against any portion of, or interest in, the
Mortgaged Property without waiving any other rights or remedies with respect to any other portion
of the Mortgaged Property. No right or remedy under any of the Loan Documents is intended to be
exclusive of any other right or remedy but shall be cumulative and may be exercised concurrently
with or independently from any other right and remedy under any of the Loan Documents or under
applicable law.



     Section 14.02. NOTICES. All notices, demands and requests given or required to be
given by, pursuant to, or relating to, this Mortgage shall be in writing. All notices shall be
deemed to have been properly given if hand delivered or delivered by a nationally recognized
overnight courier to the parties at the addresses set forth below (or at such other addresses as
shall be given in writing by any party to the others) and shall be deemed complete upon receipt or
refusal to accept delivery as indicated in the receipt of such courier service.



	 	 	 

	Mortgagor:

	 	St. Joe Timberland Company of Delaware, L.L.C.
	 

	 	245 Riverside Drive, Suite 500
	 

	 	Jacksonville, FL 32202
	 

	 	Attn: Steven W. Solomon, Senior Vice President
	 
	 	 
	Administrative Agent:

	 	Branch Banking and Trust Company
	 

	 	200 West Second Street, 16th Floor
	 

	 	Winston-Salem, NC 27101
	 

	 	Attn: Michael F. Skorich, Senior Vice President






 









 






     Section 14.03. HEIRS AND ASSIGNS; TERMINOLOGY; REASONABLE LEGAL FEES.



          (a) This Mortgage applies to Administrative Agent, the Secured Parties and Mortgagor, and
their heirs, legatees, devisees, administrators, executors, successors and assigns. The term
“Mortgagor” shall include both the original Mortgagor and any subsequent owner or owners of any of
the Mortgaged Property. The term “Secured Parties” shall mean the Secured Parties and any
successors and/or assigns of the Secured Parties. The term “Administrative Agent” shall mean
Administrative Agent and any successor and/or assign of Administrative Agent.




          (b) In this Mortgage, whenever the context so requires, the masculine gender includes the
feminine and/or neuter, and the singular number includes the plural.




          (c) Whenever in this Mortgage Mortgagor is required to pay “reasonable” attorney’s fees,
Mortgagor shall be required to pay the actual attorney’s fees billed at standard hourly rates, and
the term “reasonable” shall not be interpreted to mean a percentage of principal and interest.




     Section 14.04. SEVERABILITY. If any provision of this Mortgage should be held
unenforceable or void, then that provision shall be separated from the remaining provisions and
shall not affect the validity of this Mortgage except that if the unenforceable or void provision
relates to the payment of any monetary sum, then, Administrative Agent may, at its option, declare
the Secured Indebtedness immediately due and payable.



     Section 14.05. APPLICABLE LAW. The laws of the State of North Carolina shall strictly
and absolutely govern the rights and obligations of the parties to this Mortgage and all other Loan
Documents, and the interpretation and construction and enforceability thereof; and that with
respect to the creation, perfection, priority and enforcement of the lien of this Mortgage, the
laws of the State of Florida shall apply.



     Section 14.06. CAPTIONS. The captions are inserted only as a matter of convenience and
for reference, and in no way define, limit, or describe the scope or intent of any provisions of
this Mortgage.



     Section 14.07. TIME OF THE ESSENCE. Time is of the essence with respect to all of
Mortgagor’s obligations under this Mortgage and the other Loan Documents.



     Section 14.08. NO MERGER. In the event that Administrative Agent should become the
owner of the Mortgaged Property, there shall be no merger of the estate created by this Mortgage
with the fee estate in the Mortgaged Property.



     Section 14.09. NO MODIFICATIONS. This Mortgage may not be changed, amended or
modified, except in a writing expressly intended for such purpose and executed by Mortgagor and
Administrative Agent.



     Section 14.10. WAIVER. BY EXECUTION OF THIS MORTGAGE, MORTGAGOR EXPRESSLY: (A) WAIVES
ANY AND ALL RIGHTS WHICH MORTGAGOR MAY HAVE UNDER THE CONSTITUTION OF THE UNITED STATES (INCLUDING
THE FIFTH AND FOURTEENTH AMENDMENTS THEREOF), THE VARIOUS PROVISIONS OF THE CONSTITUTIONS OF THE
SEVERAL STATES, OR BY REASON OF ANY OTHER APPLICABLE LAW, CONCERNING THE APPLICATION, RIGHTS OR
BENEFITS OF ANY STATUTE OF LIMITATION OR ANY MORATORIUM, REINSTATEMENT, MARSHALLING, FORBEARANCE,
APPRAISEMENT, VALUATION, STAY, EXTENSION, HOMESTEAD, EXEMPTION OR REDEMPTION LAWS; (B) ACKNOWLEDGES
THAT MORTGAGOR HAS READ THIS MORTGAGE AND ANY AND ALL QUESTIONS REGARDING THE LEGAL EFFECT OF THIS
MORTGAGE AND ITS PROVISIONS HAVE BEEN EXPLAINED FULLY TO MORTGAGOR AND
MORTGAGOR HAS CONSULTED WITH COUNSEL OF MORTGAGOR’S CHOICE PRIOR TO EXECUTING THIS MORTGAGE;
AND (C) ACKNOWLEDGES THAT ALL WAIVERS OF THE AFORESAID RIGHTS OF MORTGAGOR HAVE BEEN MADE
KNOWINGLY, INTENTIONALLY AND WILLINGLY BY MORTGAGOR AS PART OF A BARGAINED-FOR LOAN TRANSACTION AND
THAT THIS MORTGAGE IS VALID AND ENFORCEABLE BY MORTGAGOR AGAINST MORTGAGOR IN ACCORDANCE WITH ALL
THE TERMS AND CONDITIONS HEREOF.





 









 






ARTICLE XV

SPECIAL STATE PROVISIONS




          Section 15.01. SPECIAL STATE PROVISIONS. The following special State provisions are
hereby added to this Mortgage.




               (a) Maturity Date. The Maturity Date of the Notes, unless renewed or extended, is
September 19, 2011.



               (b) Usury Savings Clause. It is the intention of Mortgagor and the Administrative
Agent to conform strictly to the usury and similar laws relating to interest payable on loans from
time to time in force, and all agreements between Mortgagor and the Administrative Agent, whether
now existing or hereafter arising and whether oral or written, are hereby expressly limited so that
in no contingency or event whatsoever, whether by acceleration of maturity hereof otherwise, shall
the amount paid or agreed to be paid in the aggregate to the Administrative Agent as interest
(whether or not designated as interest, and including any amount otherwise designated by or deemed
to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan
Documents or in any other agreement given to secure the Secured Indebtedness, or in any other
document evidencing, securing or pertaining to the Secured Indebtedness, exceed the maximum amount
(the “Maximum Rate”) permissible under applicable law. If under any circumstances
whatsoever fulfillment of any provision hereof, of the Notes or of the other Loan Documents, at the
time performance of such provisions shall be due, shall involve exceeding the Maximum Rate, then,
ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Rate. For purposes of
calculating the actual amount of interest paid and/or payable hereunder in respect of laws
pertaining to usury or such other laws, all sums paid or agreed to be paid to the Administrative
Agent for the use, forbearance or detention of the Secured Indebtedness evidenced hereby,
outstanding from time to time shall, to the extent permitted by applicable law, be amortized,
pro-rated, allocated and spread from the date of disbursement of the proceeds of the Notes until
payment in full of all of such indebtedness, so that the actual rate of interest on account of such
Secured Indebtedness is uniform through the term hereof. If under any circumstances any
Administrative Agent shall ever receive an amount which would exceed the Maximum Rate, such amount
shall be deemed a payment in reduction of the principal amount of any loan secured by this Mortgage
and shall be treated as a voluntary prepayment under the Loan Documents and shall be so applied in
accordance with the provisions of the Loan Documents or if such excessive interest exceeds the
outstanding
amount of the Loan and any other Secured Indebtedness, the excess shall be deemed to have been
a payment made by mistake and shall be refunded to Mortgagor.



     IN WITNESS WHEREOF, Mortgagor has executed this Mortgage, or has caused this Mortgage to be
executed by its duly authorized representative(s), as an instrument.



	 	 	 	 	 	 	 	 	 

	Signed, sealed and delivered	 	 	 	MORTGAGOR:	 	 
	in the presence of:
	 	 	 	 	 	 	 	 
	 	 	 	 	ST. JOE TIMBERLAND COMPANY OF DELAWARE,
	Witness
	 	 	 	L.L.C.,	 	 	 	 
	Print Name:	 	 	 	a Delaware limited liability company
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	By:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 
	 
	 	 	 	Name:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 
	 
	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 	 
	Witness
	 	 	 	 	 	 	 	 
	Print Name:
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 





Address of Mortgagor:




STATE OF




COUNTY OF




 









 





     The
foregoing instrument was acknowledged before me this     day of    ,
200   , by     as
    of    , the
    of
   , on behalf of said
    and    . He/She is personally known to me
or has produced     as identification.




	 	 	 	 	 	 	 

	 
	 	Notary:	 	 	 	 
	 
	 	 	 	 
	 	 
	[NOTARIAL SEAL]
	 	Print Name:	 	 	 	 
	 
	 	 	 	 
	 	 
	 
	 	Notary Public-State of	 	 	 	 
	 
	 	 	 	 
	 	 
	 
	 	My commission expires:	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Commission Number:	 	 
	 	 






Exhibit A




Legal Description



EXHIBIT K




MARGIN AND FEE RATE REPORT




     Reference is made to the Credit Agreement dated as of September 19, 2008 (as modified and
supplemented and in effect from time to time, the “Credit Agreement”) among The St. Joe Company,
the Initial Guarantors listed on the signature pages thereof, the lenders listed on the signature
pages thereof and their successors and assigns, Branch Banking and Trust Company, as a Lender,
Letter of Credit Issuer and Administrative Agent, and BB&T Capital Markets, as Lead Arranger.
Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement.



          Pursuant to Section 5.01(j) of the Credit Agreement,    , the duly authorized
[   ] of the Borrower, hereby certifies to the Administrative Agent and the Lenders that
the information regarding the Total Indebtedness, the Total Asset Value, the Applicable Margin and
the Applicable Facility Fee Rate contained in the schedule(s) attached hereto, all for the Fiscal
Quarter ended    is true, accurate and complete as of the date hereof.




          Dated as of    .




	 	 	 	 	 	 	 

	 	 	THE ST. JOE COMPANY
	 
	 	 	 	 	 	 
	 
	 	By:	 	 	 	(SEAL)
	 
	 	Name:	 	 
	 	 
	 
	 	 	 	 
	 	 
	 
	 	Title:	 	 	 	 
	 
	 	 	 	 
	 	 






EXHIBIT L




FORM OF NOTICE

IN RESPECT OF ISSUANCE OF LETTERS OF CREDIT




     To: The Lenders parties to the Credit Agreement, dated as of September 19, 2008, (as amended
and modified from time to time, the “Credit Agreement”), among The St. Joe Company, the Initial
Guarantors listed on the signature pages thereof, Branch Banking and Trust Company, as a Lender,
Letter of Credit Issuer and Administrative Agent, BB&T Capital Markets, as Lead Arranger and the
Lenders listed on the signature pages thereof.



     Pursuant to Section 11.04(b) of the Credit Agreement, the Letter of Credit Issuer hereby
notifies the Lenders that it has issued the following Letters of Credit pursuant to Article XI of
the Credit Agreement:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Face	 	Date of	 	 	 	 
	Number	 	Amount	 	Issuance/Expiration	 	Beneficiary	 	Purpose




A copy of each of the Letters of Credit listed above has been attached hereto.




          Unless otherwise defined herein, terms defined in the Credit Agreement shall have the same
meaning in this notice.




 









 








     Date:    ,    .



	 	 	 	 	 	 	 

	 	 	BRANCH BANKING AND TRUST COMPANY,
	 	 	As Letter of Credit Issuer
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






EXHIBIT M




COMPLIANCE CERTIFICATE




     Reference is made to the Credit Agreement dated as of September 19, 2008 (as modified and
supplemented and in effect from time to time, the “Credit Agreement”) among The St. Joe Company,
the Initial Guarantors listed on the signature pages thereof, Branch Banking and Trust Company, as
a Lender and Administrative Agent, and the Lenders listed on the signature pages thereof.
Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement.



          Pursuant to Section 5.01(c) of the Credit Agreement,     , the duly authorized
    of The St. Joe Company hereby: (i) certifies to the Administrative Agent and the
Lenders that the information contained in the Compliance Checklist attached hereto is true,
accurate and complete as of     ,
20     (the “Compliance Date”), and that no
Default is in existence on and as of the date hereof, and (ii) restates and reaffirms that the
representations and warranties contained in Article IV of the Credit Agreement are true on and as
of the date hereof as though restated on and as of this date (except to the extent any such
representation or warranty is expressly made as of a prior date).




[Signature page follows]




Dated as of                     , 20___.




	 	 	 	 	 	 	 

	 

	 	THE ST. JOE COMPANY
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	[CORPORATE
	 	SEAL]	 	 






Compliance Checklist




[To Be Provided By Borrower In Form

and Content Satisfactory to Administrative Agent]



EXHIBIT N




FORM OF PLEDGE AGREEMENT




PLEDGE AGREEMENT



     THIS PLEDGE AGREEMENT (this “Agreement”) dated as of this 19th day of September, 2008, between
THE ST. JOE COMPANY, a Florida corporation (collectively, the “Pledgor”) and BRANCH BANKING AND
TRUST COMPANY, (“BB&T”), acting as agent (in such capacity, the “Administrative Agent”) for itself,
the Lenders (as defined herein) and the other Secured Parties (as defined in the Credit Agreement
referred to below).



W I T N E S S E T H





 









 








     WHEREAS, the Administrative Agent and the Lenders (as defined in the Credit Agreement) have
agreed to extend credit to the Pledgor pursuant to the terms of that certain Credit Agreement of
even date herewith (as amended, restated, or otherwise modified from time to time, the “Credit
Agreement”) among the Pledgor, the Administrative Agent and the Lenders signatory thereto;



     WHEREAS, the Pledgor may from time to time enter into or guarantee one or more Hedge
Transactions (as defined in the Credit Agreement) with the Hedge Counterparties (as defined in the
Credit Agreement);



     WHEREAS, the Pledgor beneficially and legally owns the limited liability company membership
interests and other equity interests in St. Joe Timberland Company of Delaware, L.L.C. (“St. Joe
Timberland”) as described on Exhibit A attached hereto,
which membership interests and other equity interests comprise all of the outstanding
membership interests and other equity interests in St. Joe Timberland;



     WHEREAS, it is a condition of the Lenders’ agreement to extend credit to the Pledgor pursuant
to the Credit Agreement that the Administrative Agent, on behalf of the Secured Parties (as defined
in the Credit Agreement), receive a pledge of the Collateral (as defined below) hereunder by the
Pledgor’s execution and delivery of this Agreement to secure: (a) the due and punctual payment by
the Pledgor of: (i) the principal of and interest on the Notes (including without limitation, any
and all Revolver Advances and Swing Advances), when and as due, whether at maturity, by
acceleration, upon one or more dates set for prepayment or otherwise and any renewals,
modifications or extensions thereof, in whole or in part; (ii) each payment required to be made by
the Pledgor under this Agreement and the Letter of Credit Application Agreements, when and as due,
including payments in respect of reimbursement of disbursements, interest thereon, and obligations,
if any, to provide cash collateral and any renewals, modifications or extensions thereof, in whole
or in part; and (iii) all other monetary obligations of the Pledgor to the Secured Parties under
this Agreement and the other Loan Documents to which the Pledgor is or is to be a party and any
renewals, modifications or extensions thereof, in whole or in part; (b) the due and punctual
performance of all other obligations of the Pledgor under this Agreement and the other Loan
Documents to which the Pledgor is or is to be a party, and any renewals, modifications or
extensions thereof, in whole or in part; (c) the due and punctual payment (whether at the stated
maturity, by acceleration or otherwise) of all obligations (including any and all Hedging
Obligations arising under the Hedging Agreements and obligations which, but for the automatic stay
under Section 362(a) of the Bankruptcy Code, would become due), indebtedness and liabilities of the
Pledgor, now existing or hereafter incurred under, arising out of or in connection with any and all
Hedging Agreements and any renewals, modifications or extensions thereof, and the due and punctual
performance and compliance by the Pledgor with all of the terms, conditions and agreements
contained in any Hedging Agreement and any renewals, modifications or extensions thereof; (d) the
due and punctual payment and performance of all indebtedness, liabilities and obligations of any
one or more of the Pledgor and Guarantors arising out of or relating to any Bank Products; (e) the
due and punctual payment and performance of all indebtedness, liabilities and obligations of any
one or more of the Pledgor and Guarantors arising out of or relating to any Cash Management
Services; and (f) the due and punctual payment and performance of all obligations of each of the
Guarantors under the Credit Agreement and the other Loan Documents to which they are or are to be a
party and any and all renewals, modifications or extensions thereof, in whole or in part
(“Obligations”).



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



     SECTION 11.10. Definitions. Any capitalized terms used but not defined herein shall
have the meanings assigned to them in the Credit Agreement.



     SECTION 11.11. Pledge. As collateral security for the due and punctual payment of the
Obligations, the Pledgor hereby pledges, hypothecates, delivers and assigns and grants unto
Administrative Agent, as agent for itself and the Secured Parties, a security interest (which
security interest shall constitute a first priority security interest), in all of the Pledgor’s
membership interests, limited partnership interests, common stock and other equity interests in St.
Joe Timberland and all securities instruments or other rights convertible into or exercisable for
the foregoing (the “Equity Interests”), together with all proceeds, profits, interests, capital
accounts, accounts, contract rights, general intangibles, deposits, funds, dividends,
distributions, rights to dividends, rights to distributions, including both distributions of money
and of property, and other rights, claims and interests relating to or arising out of Pledgor’s
Equity Interests, now owned or hereafter acquired, in St. Joe Timberland, together with any and all
replacements or substitutions for or proceeds of all of the foregoing (collectively, the
“Collateral”), and the Pledgor hereby delivers to Administrative Agent, on behalf of the



 









 




Secured
Parties, including itself, the certificates, instruments or other documents, if any, evidencing or
representing the Collateral. This Agreement is not intended to place Administrative Agent or any
Secured Party in a position of being a member of St. Joe Timberland, but is intended to grant
Administrative Agent, on behalf of the Secured Parties, a lien on and security interest in
Pledgor’s Equity Interests in St. Joe Timberland including, without limitation, any and all of the
Collateral.




     SECTION 11.12. Representations and Warranties. The Pledgor hereby represents and
warrants that:




     (a) Pledgor has all requisite power and authority to enter into this Agreement, to grant
a security interest in the Collateral for the purposes described in Section 2 and to carry out
the transactions contemplated by this Agreement;




     (b) No approval of or consent from any person or entity (other than the acknowledgement
and consent of St. Joe Timberland as evidenced by its signature hereto) is required in
connection with the execution and delivery by Pledgor of this Agreement, the granting of the
security interests in the Collateral, or the carrying out of the transactions contemplated by
this Agreement that has not been obtained;




     (c) Pledgor is the direct and beneficial owner of the Collateral as of the date hereof;




     (d) All of the Collateral is owned by the Pledgor free and clear of any pledge, mortgage,
hypothecation, lien, charge, encumbrance or any security interest in such Collateral or the
proceeds thereof, except for the security interest granted to the Administrative Agent on
behalf of the Secured Parties hereunder;




     (e) The execution, delivery and performance by Pledgor of this Agreement do not and will
not contravene or constitute a default under or result in any violation of any agreement
(including, without limitation, the operating agreement of St. Joe
Timberland), indenture or other instrument, license, judgment, decree, order, law,
statute, ordinance or other governmental rule or regulation applicable to Pledgor;




     (f) St. Joe Timberland is a limited liability company duly formed, validly existing and
in good standing as such under the laws of the State of Delaware. The execution and delivery
of this Agreement are within the corporate powers of the Pledgor, have been duly authorized by
all necessary corporate action, require no action by or in respect of, or filing with, any
governmental body, agency or official (except for the Uniform Commercial Code filings set
forth in paragraph (g) below) and do not contravene, or constitute a default under, the
charter or by-laws of the Pledgor;




     (g) Upon filing of a Uniform Commercial Code Financing Statement with the UCC records of
the Secretary of State of the State of Florida, this Agreement creates and grants a valid lien
on and perfected security interest in the Collateral and the proceeds thereof, subject to no
prior security interest, lien, charge or encumbrance, or to any agreement purporting to grant
to any third party a security interest in the property or assets of the Pledgor which would
include the Collateral; and




     (h) A true, correct and complete copy of the operating agreement of St. Joe Timberland
(together with all amendments thereto) has been provided to the Administrative Agent.



     SECTION 11.13. Voting Rights; Distributions, Etc.




     (a) So long as no Event of Default, as defined in the Credit Agreement, shall have
occurred and be continuing:




	 	(i)	 	the Pledgor shall be entitled to exercise any and all voting
and/or consensual rights and powers relating or pertaining to
the Collateral or any part thereof, provided, however, that
no vote shall be cast or right exercised or other action
taken which would impair the Collateral or which would be
inconsistent with or result in any violation of the
provisions of this Agreement, the Credit Agreement or any
other Loan Document,
	 
	 	(ii)	 	except to the extent limited by this
Agreement, the Credit Agreement or any other
Loan Document, the Pledgor shall be entitled
to receive and retain any and all cash
dividends or cash distributions payable on
the Collateral, but any and all equity
interests and/or liquidating dividends,
distributions in property,




 









 






	 	 	 	returns of
capital, or other distributions made on or in
respect of the Collateral, whether resulting
from a subdivision, combination, or
reclassification of the outstanding ownership
units or other interests of the Pledged
Entities or received in exchange for the
Collateral or any part thereof or as a result
of any merger, consolidation, acquisition, or
other exchange of assets to which any Pledged
Entity may be a party or otherwise, and any
and all cash and other property received in
redemption of or in exchange for any
Collateral (either upon call for redemption
or otherwise), shall be and become part of
the Collateral pledged hereunder and, if
received by the Pledgor, shall forthwith be
delivered to Administrative Agent
(accompanied by proper instruments of
assignment and/or powers of attorneys
executed by the Pledgor) to be held subject
to the terms of this Agreement;






     (b) Upon the occurrence and during the continuance of an Event of Default, all rights of
any Pledgor to exercise the voting and/or consensual rights and powers that such Pledgor is
entitled to exercise pursuant to Section 4(a)(i) hereof and/or to receive the payments that
such Pledgor is authorized to receive and retain pursuant to Section 4(a)(ii) hereof shall
cease, and all such rights shall thereupon become vested in Administrative Agent for the
benefit of the Secured Parties, who shall have the sole and exclusive right and authority to
exercise such voting and/or consensual rights and powers and/or to receive and retain such
payments; provided, that nothing herein shall obligate Administrative Agent to
exercise such voting and/or consensual rights, all such action in such regard being solely in
Administrative Agent’s or Secured Parties’ discretion. Any and all money and other property
paid over to or received by Administrative Agent pursuant to the provisions of this paragraph
(b) shall be retained by Administrative Agent as additional Collateral hereunder and be
applied in accordance with the provisions hereof.



     SECTION 11.14. Covenants. The Pledgor hereby covenants that until such time as the
Obligations shall have been indefeasibly paid in full:




     (a) Pledgor will not, without the prior written consent of the Administrative Agent,
sell, convey, assign, or otherwise dispose of all or any part of the Collateral or any
interest therein or except as expressly permitted by the Credit Agreement, permit St. Joe
Timberland to sell, convey, assign or otherwise dispose of all or any part of its assets,
except that prior to an Event of Default, Pledgor shall be permitted to receive and dispose of
distributions to the extent permitted by Section 4 above; nor will the Pledgor create, incur
or permit to exist any pledge, mortgage, lien, charge, encumbrance or security interest
whatsoever with respect to all or any part of the Collateral or the proceeds thereof, other
than that created hereby; nor will the Pledgor, except as expressly permitted by the Credit
Agreement, permit St. Joe Timberland to create, incur or permit to exist any pledge, mortgage,
lien, charge, encumbrance or security interest whatsoever with respect to all or any part of
its assets; nor will the Pledgor amend the operating agreement of St. Joe Timberland or
consent to or permit any amendment thereof, except as permitted under the Credit Agreement;
nor will Pledgor consent to or permit the issuance of any additional Equity Interests in St.
Joe Timberland (unless pledged to Administrative Agent hereunder), or any securities or
instruments exercisable or exchangeable for Equity Interests in St. Joe Timberland or
otherwise representing any right to acquire any Equity Interest in St. Joe Timberland.




     (b) Pledgor will not permit St. Joe Timberland to change its entity form and will give to
Administrative Agent not less than 30 days’ prior written notice of (i) any change in the name
of St. Joe Timberland or (ii) any change in the location of the principal place of business of
St. Joe Timberland.




     (c) Pledgor will, at Pledgor’s own expense, defend Administrative Agent’s and Secured
Parties’ right, title, special property and security interest in and to the Collateral and any
distributions with respect thereto against the claims of any person, firm, corporation or
other entity.




     (d) Pledgor will preserve and protect the Collateral.




     (e) Pledgor will promptly pay and discharge before the same become delinquent, all taxes,
assessments and governmental charges or levies imposed on Pledgor or the Collateral, except
for taxes timely disputed in good faith, for which adequate reserves have been made.




     (f) Subject to the conditions contained in the Credit Agreement, the Secured Parties
shall have the right, upon request, to review, examine and audit the books and records of St.
Joe Timberland and of the Pledgor with regard to the Collateral and any distributions with
respect thereto. Each Secured Party’s reasonable costs and expenses incurred in connection
with any such review, examination or audit shall be paid by Pledgor.



 









 





     SECTION 11.15. Remedies upon Default. Upon the occurrence of an Event of Default as
defined in the Credit Agreement, Administrative Agent may, in addition to the exercise by
Administrative Agent of its rights and remedies under any other Section of this Agreement or under
the Credit Agreement or any other agreement relating to the Obligations or otherwise available to
it at law or in equity:




     (a) declare the principal of and all accrued interest on and any other amounts owing with
respect to the Obligations immediately due and payable, without demand, protest, notice of
default, notice of acceleration or of intention to accelerate or other notices of any kind,
and




     (b) exercise all the rights and remedies of a secured party under the Uniform Commercial
Code in effect in the State of North Carolina at that time and sell (in compliance with
applicable laws, including securities laws) the Collateral, or any part thereof, at public or
private sale, at any broker’s board, upon any securities exchange, or elsewhere, for cash,
upon credit, or for future delivery, as Administrative Agent may deem appropriate in the
circumstances and commercially reasonable. Administrative Agent shall have the right to impose
limitations and restrictions on the sale of the Collateral as Administrative Agent may deem to
be necessary or appropriate to comply with any law, rule, or regulation (Federal, state, or
local) having applicability to the sale, including, but without limitation, restrictions on
the number and qualifications of the offerees and requirements for
any necessary governmental approvals, and Administrative Agent shall be authorized at any
such sale (if it deems it necessary or advisable to do so) to restrict the prospective
offerees or purchasers to Persons who will represent and agree that they are purchasing
securities included in the Collateral for their own account and not with a view to the
distribution or sale thereof in violation of applicable securities laws and the Pledgor hereby
waives, to the maximum extent permitted by law, any claim arising because the price at which
the Collateral may have been sold at such private sale was less than the price that might have
been obtained at public sale, even if Administrative Agent accepts the first offer received
and does not offer such Collateral to more than one offeree. Upon consummation of any such
sale, Administrative Agent shall have the right to assign, transfer, and deliver to the
purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale
shall hold the property sold absolutely free from any claim or right on the part of the
Pledgor, and the Pledgor hereby waives (to the extent permitted by law) all rights of
redemption, stay, and/or appraisal that the Pledgor now has or may at any time in the future
have under any rule of law or statute now existing or hereafter enacted. To the extent that
notice of sale shall be required to be given by law, Administrative Agent shall give the
Pledgor at least ten (10) days’ prior written notice of its intention to make any such public
or private sale. Such notice shall state the time and place fixed for sale, and the
Collateral, or portion thereof, to be offered for sale. Any such sale shall be held at such
time or times within ordinary business hours and at such place or places as Administrative
Agent may fix in the notice of such sale. At any such sale, the Collateral, or portion
thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as
Administrative Agent may determine, and Administrative Agent may itself bid (which bid may be
in whole or in part in the form of cancellation of the Obligations) for and purchase the whole
or any part of the Collateral. Administrative Agent shall not be obligated to make any sale of
the Collateral if it shall determine not to do so, regardless of the fact that notice of sale
of the Collateral may have been given. Administrative Agent may, without notice or
publication, adjourn any public or private sale or cause the same to be adjourned from time to
time by announcement at the time and place fixed for sale, and such sale may, without further
notice, be made at the time and place to which the same was so adjourned. In case sale of all
or any part of the Collateral is made on credit or for future delivery, the Collateral so sold
may be retained by Administrative Agent until the sale price is paid by the purchaser or
purchasers thereof, but Administrative Agent shall not incur any liability in case any such
purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case
of any such failure, such Collateral may be sold again upon like notice. The Pledgor hereby
agrees that any sale or disposition of the Collateral conducted in conformity with reasonable
commercial practices of banks, insurance companies or other financial institutions in the city
and state where Administrative Agent is located in disposing of property similar to the
Collateral shall be deemed to be commercially reasonable.




     (c) Pledgor recognizes that the Administrative Agent and Secured Parties may be unable to
effect a public sale of all or part of the Collateral by reason of certain
prohibitions contained in the Securities Act of 1933, as amended, and applicable state
securities laws but 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 all or a
part of the Collateral for their own account, for investment, and not with a view to the
distribution or resale thereof. Pledgor acknowledges and agrees that any private sale so made
may be at prices and on other terms less favorable to the seller than if such Collateral were
sold at public sale and that the Administrative Agent has no obligation to delay the sale of
such Collateral for the period of time necessary to permit the registration of such Collateral
for public sale under any



 









 







securities laws. Pledgor agrees that a private sale or sales made
under the foregoing circumstances shall not be deemed to have not been made in a commercially
reasonable manner solely as a result of being a private sale. If any consent, approval, or
authorization of any federal, state, municipal, or other governmental department, agency, or
authority should be necessary to effectuate any sale or other disposition of the Collateral,
or any partial sale or other disposition of the Collateral, Pledgor will execute all
applications and other instruments as may be required in connection with securing any such
consent, approval, or authorization and will otherwise use its best efforts to secure the
same. In addition, if the Collateral is disposed of pursuant to Rule 144, Pledgor agrees to
complete and execute a Form 144, or comparable successor form, at the Administrative Agent’s
request; and Pledgor agrees to provide any material adverse information in regard to the
current and prospective operations of each Pledged Entity of which any Pledgor has knowledge
and which has not been publicly disclosed, and Pledgor hereby acknowledges that Pledgor’s
failure to provide such information may result in criminal and/or civil liability.



     SECTION 11.16. Application of Proceeds of Sale. The proceeds of sale of the Collateral
sold pursuant to Section 6 hereof shall be applied by Administrative Agent as set forth in
Section 6.03 of the Credit Agreement.



     SECTION 11.17. Administrative Agent Appointed Attorney-in-Fact. The Pledgor hereby
appoints Administrative Agent the Pledgor’s attorney-in-fact, with full power of substitution, for
the purpose, upon the occurrence of an Event of Default, of carrying out the provisions of this
Agreement and taking any action and executing any instrument that Administrative Agent may deem
necessary or advisable to accomplish the purposes hereof, which appointment is coupled with an
interest and is irrevocable. Without limiting the generality of the foregoing, after the occurrence
of an Event of Default as defined in the Credit Agreement, Administrative Agent shall have the
right and power to receive, endorse, and collect all checks and other orders for the payment of
money made payable to Pledgor representing any dividend or other distribution payable or
distributable in respect of the Collateral or any part thereof, and to give full discharge for
same.



     SECTION 11.18. Responsibility. Notwithstanding the provisions of Section 4(b) hereof,
Administrative Agent shall have no duty to exercise any voting and/or consensual rights and powers
becoming vested in Administrative Agent with respect to the Collateral or any part thereof, to
exercise any right to redeem, convert, or exchange any securities
included in the Collateral, to enforce or see to the payment of any dividend or any other
distribution payable or distributable on or with respect to the Collateral or any part thereof, or
otherwise to preserve any rights in respect of the Collateral against any third parties.



     SECTION 11.19. No Waiver; Cumulative Remedies. No failure on the part of
Administrative Agent to exercise, and no delay in exercising, any right, power, or remedy hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of any such right,
power or remedy by Administrative Agent preclude any other or further exercise thereof or the
exercise of any other right, power or remedy. All remedies of Administrative Agent hereunder are
cumulative and are not exclusive of any other remedies available to Administrative Agent at law or
in equity.



     SECTION 11.20. Termination. This Agreement shall terminate upon the complete
performance of each Loan Party’s obligations under each Loan Document and the final and
indefeasible payment in full of the Obligations. Upon termination of this Agreement, Administrative
Agent shall reassign and redeliver (or cause to be reassigned or redelivered) to the Pledgor such
Collateral (if any) as shall not have been sold or otherwise applied by Administrative Agent
pursuant to the terms hereof and as shall still be held by it hereunder together with appropriate
instruments of assignment and release.



     SECTION 11.21. Notices. Any notice or communication required or permitted hereunder
shall be given in the manner prescribed in the Credit Agreement to such Person at its address set
forth in the Credit Agreement or on Exhibit A to this Agreement.



     SECTION 11.22. Further Assurances. The Pledgor agrees to do such further acts and
things, and to execute and deliver such agreements and instruments, as Administrative Agent may at
any time reasonably request in connection with the administration or enforcement of this Agreement
or related to the Collateral or any part thereof or in order better to assure and confirm unto
Administrative Agent and the Secured Parties their rights, powers and remedies hereunder. The
Pledgor hereby authorizes Administrative Agent to file one or more Uniform Commercial Code
financing or continuation statements, or amendments thereto, relative to all or any part of the
Collateral. The Pledgor will execute and deliver to the Administrative Agent all assignments,
endorsements, powers, hypothecations, and other documents required at any time and from time to
time by the Administrative Agent with respect to the Collateral or in order to effect the purposes
of this Agreement. If the Pledgor shall become entitled to receive or shall receive with respect to
the Collateral any: (i) certificate



 









 







(including, but without limitation, any certificate
representing a dividend or a distribution in connection with any increase or reduction of capital,
reclassification, merger, consolidation, sale of assets, combination of shares, stock split,
spin-off or split-off); (ii) option, warrant or right, whether as an addition to, in substitution
of, in exchange for the Collateral, or otherwise; (iii) dividends or distributions payable in
property, including, without limitation, securities issued by any person other than the issuer of
the Collateral; or (iv) dividends or distributions on dissolution, or in partial or total
liquidation, or from capital, capital surplus, or paid-in surplus, then, the Pledgor shall accept
any such
instruments or distributions as the Administrative Agent’s agent, shall receive them in trust
for the Administrative Agent, and shall deliver them forthwith to the Administrative Agent in the
exact form received with, as applicable, the applicable Pledgor’s endorsement when necessary or
appropriate undated stock or bond powers duly executed in blank, to be held by the Administrative
Agent, subject to the terms hereof, as further collateral security for the Obligations.



     SECTION 11.23. Binding Agreement. This Agreement and the terms, covenants, and
conditions hereof, shall be binding upon and inure to the benefit of the parties hereto, and their
respective heirs, executors, administrators, successors and assigns.



     SECTION 11.24. Modification. Neither this Agreement nor any provisions hereof may be
amended, modified, waived, discharged, or terminated, nor may any of the Collateral be released or
the pledge or the security interest created hereby extended, except by an instrument in writing
signed by the parties hereto.



     SECTION 11.25. Severability. In case any lien, security interest, or other right of
Administrative Agent hereunder shall be held to be invalid, illegal, or unenforceable, such
invalidity, illegality, and/or unenforceability shall not affect any other lien, security interest,
or other right of Administrative Agent hereunder.



     SECTION 11.26. Governing Law. This Agreement (including matters of construction,
validity, and performance), the rights, remedies, and obligations of the parties with respect to
the Collateral to the extent not provided for herein, and all matters concerning the validity,
perfection, and the effect of non-perfection of the pledge contemplated hereby, shall be governed
by and construed in accordance with the laws of the State of North Carolina or other mandatory
applicable laws. Notwithstanding anything herein, THE PLEDGOR AGREES TO SUBMIT TO THE JURISDICTION
OF THE COURTS OF THE STATE OF NORTH CAROLINA AND THE UNITED STATES DISTRICT COURTS SITTING THEREIN
IN ANY ACTION TAKEN BY ADMINISTRATIVE AGENT RELATING TO THIS AGREEMENT OR ANY PROVISIONS, RIGHTS OR
REMEDIES HEREOF. THE PLEDGOR FURTHER AGREES THAT ANY ACTION TAKEN BY PLEDGOR RELATING TO THIS
AGREEMENT OR ANY PROVISIONS, RIGHTS OR REMEDIES HEREOF SHALL BE TAKEN IN SAID COURTS AND SHALL NOT
BE TAKEN IN ANY OTHER JURISDICTION. PLEDGOR RECOGNIZES THAT THIS COVENANT IS AN ESSENTIAL PROVISION
OF THIS AGREEMENT, THE ABSENCE OF WHICH WOULD MATERIALLY ALTER THE CONSIDERATION GIVEN BY
ADMINISTRATIVE AGENT AND SECURED PARTIES TO PLEDGOR.



     SECTION 11.27. Duties of Administrative Agent. The Administrative Agent has been
appointed by the Secured Parties pursuant to the Credit Agreement. Its duties to the Secured
Parties, powers to act on behalf of the Secured Parties, and immunity are set forth solely therein,
and shall not be altered by this Security Agreement. Any amounts realized by the Administrative
Agent hereunder shall be allocated pursuant to Section 6.03 of the Credit Agreement.



     IN WITNESS WHEREOF, the parties hereto have caused this Pledge Agreement to be duly executed
and delivered as of the date first above written.



	 	 	 	 	 

	THE ST. JOE COMPANY,	 	 
	a Florida corporation	 	(SEAL)
	By:
	 	 	 	 
	 
	 	 

Name:
	 	(SEAL) 
	 

	 	Title:	 	 






	 	 	 	 	 	 	 

	 	 	ADMINISTRATIVE AGENT:	 	 
	 
	 	 	 	 	 	 
	 	 	BRANCH BANKING AND TRUST COMPANY,	 	 
	 	 	as Administrative Agent for itself, the Lenders and the other Secured Parties	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 






 









 






Exhibit A




NAMES, ADDRESSES, PLEDGED STOCK INTERESTS AND STATES OF ORGANIZATION OF PLEDGED ENTITIES



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	State of
	Pledged Entity	 	Address	 	Owner(s)	 	Ownership Interest	 	Organization
	ST. JOE TIMBERLAND

	 	245 Riverside Drive
	 	The St. Joe Company,
	 	100% of membership
	 	Delaware
	COMPANY OF

	 	Suite 500
	 	a Florida corporation
	 	interests	 	 
	DELAWARE, L.L.C.

	 	Jacksonville, FL 32202
	 	 
	 	(Certificate No.	 	 
	 
	 	Attn: Stephen W. Solomon	 	 	 	 	    ;
     shares)	 	 






EXHIBIT O




COMPANY’S CERTIFICATE

RESPECTING ACQUISITIONS




          Reference is made to the Credit Agreement (the “Credit Agreement”) dated as of September 19,
2008 among The St. Joe Company, the Initial Guarantors listed on the signature pages thereof,
Branch Banking and Trust Company, as an Issuing Bank, a Lender and Administrative Agent, and the
Lenders listed on the signature pages thereof. Capitalized terms used herein have the meanings
ascribed thereto in the Credit Agreement.




          Pursuant to Section 5.08 of the Credit Agreement,     , the duly authorized chief
financial officers or other authorized officers of The St. Joe Company hereby certify to the
Administrative Agent and the Lenders that: (i)          , (ii) no Default has
occurred and is continuing on the date hereof; and (iii) the representations and warranties of the
Loan Parties contained in Article IV of the Credit Agreement and the other Loan Documents are true
on and as of the date hereof.




          Certified as of the    day of    , 20    .




	 	 	 	 	 	 	 

	 	 	THE ST. JOE COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	(SEAL)
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 






 









 






List of Schedules





	1.01	 	Identified Mortgage Property
	 
	4.24	 	Subsidiaries of Borrower and each Loan Party
	 
	4.30	 	Loans, Advances and Investments
	 
	4.33	 	Material Contracts
	 
	5.10	 	Loans and Advances
	 
	5.12	 	Investments
	 
	5.13	 	Liens
	 
	5.30	 	Debt Outstanding
	 
	5.36	 	Operating Leases




 









 











Schedule 1.01

Identified Mortgage Property



See attached spreadsheet describing the Identified Mortgage Property.





 











 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTY	 	SECTION	 	TOWNSHIP	 	RANGE	 	ACRES(GIS)	 	DESCRIPTION	 	SMURFIT	 	FDOT	 	PARCEL_NUMBER	 	VESTING DEED	 	JOE_TO_JOE DEED	 	OWNER
	Franklin
	 	 	18	 	 	6S
	 	1W
	 	 	106.44	 	 	ALL FRACTIONAL -S-370A-. SOLD 2 ACRES
M/L TO TIITF (BALD POINT) AS PER L/T
185 OF 2002.

	 	n
	 	n
	 	18-06S-01W-0000-0010-0000
	 	Ball 1926
	 	ORB 228/485
	 	SJ Timberland
	Franklin
	 	 	19	 	 	6S
	 	1W
	 	 	81.54	 	 	ALL FRACTIONAL LESS .92 ACRES IN SR
370. SOLD 526.2 ACRES TO TIITF AS PER
L/T 185 OF 2002. PROP APPR HAS ASSESSED
TO TIITF. WILL RE-TRIM AND SEND.
CHANGED PARCEL NUMBER TO
19-06S-01W-0000-0010-0010 FOR 2004.
ALSO PUT NAME IN CO INSTEAD OF LD.
ASKED 8/17/04 TO CORRECT.

	 	n
	 	n
	 	19-06S-01W-0000-0010-0010
	 	Ball 1926
	 	ORB 228/485
	 	SJ Timberland
	Franklin
	 	 	31	 	 	5S
	 	2W
	 	 	86.30	 	 	ALL FRACTIONAL INCLUDING HAULOVER ISLAND

	 	n
	 	n
	 	31-05S-02W-0000-0010-0000
	 	unknown
	 	ORB 228/485
	 	SJ Timberland
	Franklin
	 	 	32	 	 	5S
	 	2W
	 	 	10.43	 	 	ALL FRACTIONAL

	 	n
	 	n
	 	32-05S-02W-0000-0010-0000
	 	unknown
	 	ORB 228/485
	 	SJ Timberland
	Franklin
	 	 	5	 	 	6S
	 	2W
	 	 	173.40	 	 	FRACTIONAL PART WEST OF OCHLOCKNEE
RIVER ON ST. JAMES ISLAND

	 	n
	 	n
	 	05-06S-02W-0000-0010-0000
	 	unknown
	 	ORB 228/485
	 	SJ Timberland
	Franklin
	 	 	6	 	 	6S
	 	2W
	 	 	598.21	 	 	ALL FRACTIONAL

	 	n
	 	n
	 	06-06S-02W-0000-0010-0000
	 	Ball 1926
	 	ORB 228/485
	 	SJ Timberland
	Franklin
	 	 	7	 	 	6S
	 	2W
	 	 	627.59	 	 	ALL OF SECTION

	 	n
	 	n
	 	07-06S-02W-0000-0010-0000
	 	Ball 1926
	 	ORB 228/485
	 	SJ Timberland
	Franklin
	 	 	8	 	 	6S
	 	2W
	 	 	345.80	 	 	ALL FRACTIONAL SECTION.

	 	n
	 	n
	 	08-06S-02W-0000-0010-0000
	 	Ball 1926
	 	ORB 228/485
	 	SJ Timberland
	Franklin
	 	 	9	 	 	6S
	 	2W
	 	 	181.70	 	 	ALL FRACTIONAL & TURTLE ISLAND

	 	n
	 	n
	 	09-06S-02W-0000-0010-0000
	 	 	 	ORB 228/485
	 	SJ Timberland
	Franklin
	 	 	13	 	 	6S
	 	2W
	 	 	347.12	 	 	ALL FRACTIONAL LESS 1 ACRES TO
CONTINENTAL BRIDGE CO., & LESS 14.7
ACRES IN SR 30 DB DD PG. 563 10/10/36.

	 	n
	 	y
	 	13-06S-02W-0000-0010-0000
	 	Ball 1926
	 	ORB 228/485
	 	SJ Timberland
	Franklin
	 	 	14	 	 	6S
	 	2W
	 	 	423.57	 	 	ALL FRACTIONAL

	 	n
	 	n
	 	14-06S-02W-0000-0010-0000
	 	Ball 1926
	 	ORB 228/485
	 	SJ Timberland
	Franklin
	 	 	15	 	 	6S
	 	2W
	 	 	418.92	 	 	ALL FRACTIONAL

	 	n
	 	n
	 	15-06S-02W-0000-0010-0000
	 	Ball 1926
	 	ORB 228/485
	 	SJ Timberland
	Franklin
	 	 	16	 	 	6S
	 	2W
	 	 	467.56	 	 	ALL FRACTIONAL

	 	n
	 	n
	 	16-06S-02W-0000-0010-0000
	 	Ball 1926
	 	ORB 228/485
	 	SJ Timberland
	Franklin
	 	 	17	 	 	6S
	 	2W
	 	 	650.38	 	 	ALL

	 	n
	 	n
	 	17-06S-02W-0000-0010-0000
	 	Ball 1926
	 	ORB 228/485
	 	SJ Timberland
	Franklin
	 	 	18	 	 	6S
	 	2W
	 	 	659.02	 	 	ALL

	 	n
	 	n
	 	18-06S-02W-0000-0010-0000
	 	Ball 1926
	 	ORB 228/485
	 	SJ Timberland
	Franklin
	 	 	19	 	 	6S
	 	2W
	 	 	610.29	 	 	ALL. SOLD 9.441 ACRES FOR WASTEWATER
TREATMENT PLANT LOCATED IN SW 1/4 TO ST
JAMES ISLAND UTILITY CO L/T 150 OF
2004.

	 	n
	 	y
	 	19-06S-02W-0000-0010-0000
	 	Ball 1926
	 	ORB 228/485
	 	SJ Timberland
	Franklin
	 	 	20	 	 	6S
	 	2W
	 	 	619.64	 	 	ALL

	 	n
	 	y
	 	20-06S-02W-0000-0010-0000
	 	Ball 1926
	 	ORB 228/485
	 	SJ Timberland
	Franklin
	 	 	21	 	 	6S
	 	2W
	 	 	626.55	 	 	ALL

	 	n
	 	y
	 	21-06S-02W-0000-0010-0000
	 	Ball 1926
	 	ORB 228/485
	 	SJ Timberland
	Franklin
	 	 	22	 	 	6S
	 	2W
	 	 	615.82	 	 	ALL

	 	n
	 	y
	 	22-06S-02W-0000-0010-0000
	 	Ball 1926
	 	ORB 228/485
	 	SJ Timberland
	Franklin
	 	 	23	 	 	6S
	 	2W
	 	 	619.70	 	 	ALL

	 	n
	 	y
	 	23-06S-02W-0000-0010-0000
	 	Ball 1926
	 	ORB 228/485
	 	SJ Timberland
	Franklin
	 	 	24	 	 	6S
	 	2W
	 	 	587.89	 	 	ALL LESS 27 ACRES IN 200F R/W SR 30 AND
LESS 5.62 ACRES IN SR R/W 370

	 	n
	 	y
	 	24-06S-02W-0000-0010-0000
	 	Ball 1926
	 	ORB 228/485
	 	SJ Timberland
	Franklin
	 	 	25	 	 	6S
	 	2W
	 	 	614.71	 	 	ALL LESS 9 ACRES IN SR R/W 30. SOLD
SMALL SLIVER BEING 6.94 GIS ACRES TO
TIITF AS PER L/T 185 OF 2002. 09/20/06
asked Rhonda to change owner to ld.

	 	n
	 	n
	 	25-06S-02W-0000-0010-0000
	 	Ball 1926
	 	ORB 228/485
	 	SJ Timberland
	Franklin
	 	 	30	 	 	6S
	 	2W
	 	 	163.84	 	 	THE NW 1/4 OF SECTION 30, TOWNSHIP 6S,
RANGE 2W.

	 	n
	 	y
	 	30-06S-02W-0000-0010-0000
	 	Ball 1926
	 	ORB 228/485
	 	SJ Timberland
	Franklin
	 	 	33	 	 	5S
	 	3W
	 	 	5.17	 	 	ALL FRACTIONAL SECTION ON ST. JAMES
ISLAND. CHANGED PARCEL NUMBER TO
33-05S-03W-0000-0040-0000 FOR 2005.
STATE HAS OUR PARENT PARCEL NUMBER.

	 	 	 	 	 	33-05S-03W-0000-0040-0000
	 	AS MItchell 1949
	 	ORB 228/485
	 	SJ Timberland






 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTY	 	SECTION	 	TOWNSHIP	 	RANGE	 	ACRES(GIS)	 	DESCRIPTION	 	SMURFIT	 	FDOT	 	PARCEL_NUMBER	 	VESTING DEED	 	JOE_TO_JOE DEED	 	OWNER
	Franklin
	 	 	34	 	 	5S
	 	3W
	 	 	6.88	 	 	ALL FRACTIONAL SECTION ON ST. JAMES ISLAND.
CHANGED PARCEL NUMBER TO
33-05S-03W-0000-0040-0000 FOR 2005. STATE HAS
OUR PARENT PARCEL NUMBER.

	 	 	 	 	 	34-05S-03W-0000-0020-0000
	 	AS MItchell 1949
	 	ORB 228/485
	 	SJ Timberland
	Franklin
	 	 	1	 	 	6S
	 	3W
	 	 	223.64	 	 	ALL FRACTIONAL EXCEPT FRACTIONAL N1/2 OF
SW1/4 AND FRACTIONAL W1/2 OF NW1/4 OF SE1/4
LESS 3 ACRES IN SR370

	 	n
	 	 	 	01-06S-03W-0000-0010-0000
	 	Ball 1949, Fenton Jones 1954
	 	ORB 228/485
	 	SJ Timberland
	Franklin
	 	 	2	 	 	6S
	 	3W
	 	 	229.10	 	 	ALL FRACTIONAL ON ST. JAMES ISLAND LESS 3.5
ACRES IN 66 FT. R/W SR 30 AND LESS 1.56 ACRES
IN SR 370 & LESS 4.06 ACRES IN SR 377, OR
123, PG. 66 1973.

	 	n
	 	y
	 	02-06S-03W-0000-0010-0000
	 	Ball 1926, Ball 1954
	 	ORB 228/485
	 	SJ Timberland
	Franklin
	 	 	3	 	 	6S
	 	3W
	 	 	81.94	 	 	ALL FRACTIONAL ON ST. JAMES ISLAND

	 	n
	 	 	 	03-06S-03W-0000-0020-0000
	 	Gordon Land Co 1951 DB
RR/40, AS Mitchell 1949
	 	ORB 228/485
	 	SJ Timberland
	Franklin
	 	 	4	 	 	6S
	 	3W
	 	 	47.73	 	 	ALL FRACTIONAL SOUTH OF NORTH SIDE OF CROOKED
RIVER INCLUDING ISLAND.

	 	n
	 	 	 	04-06S-03W-0000-0020-0000
	 	Ball 1926, AS MItchell 1949
	 	ORB 228/485
	 	SJ Timberland
	Franklin
	 	 	9	 	 	6S
	 	3W
	 	 	174.26	 	 	ALL FRACTIONAL INCLUDING ISLAND IN CROOKED
RIVER. SOLD APPROX 365 ACRES BEING EVERYTHING
SOUTH OF CROOKED RIVER AND WEST OF BRANDY
CREEK TO TIITF IN L/T 251 OF 2003. WE STILL
OWN THE ISLAND PLUS EVERYTHING NORTH OF
BRANDY CREEK AND SOUTH OF CROOKED RIVER.

	 	n
	 	 	 	09-06S-03W-0000-0010-0000
	 	Ball 1926
	 	ORB 228/485
	 	SJ Timberland
	Franklin
	 	 	10	 	 	6S
	 	3W
	 	 	373.92	 	 	ALL FRACTIONAL LYING EAST OF WEST LINE OF OLD
120F GF & A R/W

	 	n
	 	 	 	10-06S-03W-0000-0010-0000
	 	Gordon Land Co 1951 DB
RR/40, Ball 1929
	 	ORB 228/485
	 	SJ Timberland
	Franklin
	 	 	10	 	 	6S
	 	3W
	 	 	228.04	 	 	PURCHASED 223.69 ACRES BEING ALL THAT PART OF
SECTION LYING WESTERLY OF THE GA/FL & ALA RR
R/W FROM DOONER AS PER L/T 152 OF 2002.

	 	n
	 	 	 	10-06S-03W-0000-0060-0000
	 	Dooner 2002 ORB 250/8
	 	 	 	SJ Timberland
	Franklin
	 	 	11	 	 	6S
	 	3W
	 	 	605.52	 	 	ALL FRACTIONAL LESS 8 ACRES IN 66 FT. R/W SR
30 & LESS .08 ACRES IN SR 377, OR 123, PG. 66
1973.

	 	n
	 	y
	 	11-06S-03W-0000-0010-0000
	 	Ball 1926
	 	ORB 228/485
	 	SJ Timberland
	Franklin
	 	 	12	 	 	6S
	 	3W
	 	 	610.80	 	 	ALL FRACTIONAL LESS 2 ACRES IN 66F R/W IN SR30

	 	n
	 	y
	 	12-06S-03W-0000-0010-0000
	 	Ball 1926
	 	ORB 228/485
	 	SJ Timberland
	Franklin
	 	 	13	 	 	6S
	 	3W
	 	 	633.47	 	 	ALL

	 	n
	 	 	 	13-06S-03W-0000-0010-0000
	 	Ball 1926
	 	ORB 228/485
	 	SJ Timberland
	Franklin
	 	 	14	 	 	6S
	 	3W
	 	 	270.71	 	 	ALL LESS 10 ACRES IN 66F R/W IN SR30 AND LESS
        .47 ACRES IN SW1/4 OF SE1/4, BRIDGE WIDENING.
SOLD EVERYTHING LYING WEST OF A LINE WHICH IS
1000 FEET WEST OF & PARALLEL TO THE WEST
BOUNDARY LINE OF THE 66’ R/W OF SR 377 (US
319) TO TIITF IN L/T 251 OF 2003. SO, WE
STILL OWN THE 1000’ STRIP AND EVERYING LYING
EAST OF US 319.

	 	n
	 	y
	 	14-06S-03W-0000-0010-0000
	 	Ball 1926
	 	ORB 228/485
	 	SJ Timberland
	Franklin
	 	 	22	 	 	6S
	 	3W
	 	 	0.77	 	 	ALL. SOLD EVERYTHING LYING NORTH OF A LINE
(FOLLOWS THE NORTH LINE OF A PRIVATE UN-NAMED
DIRT ROAD RUNNING FROM US HWY 319 IN SEC 26,
THRU SEC 27 AND INTO SEC 22) DESCRIBED IN
DEED TO TIITF IN L/T 251 OF 2003, LEAVING
ABOUT 1.95 ACRES IN SEC 22.

	 	n
	 	 	 	22-06S-03W-0000-0010-0000
	 	Ball 1926, Gordon Land Co
1951 DB RR/40
	 	ORB 228/485
	 	SJ Timberland
	Franklin
	 	 	23	 	 	6S
	 	3W
	 	 	223.50	 	 	ALL LESS 10 ACRES IN 66F R/W IN SR30. SOLD
EVERYTHING LYING WEST OF A LINE WHICH IS 1000
FEET WEST OF & PARALLEL TO THE WEST BOUNDARY
LINE OF THE 66’ R/W OF SR 377 (US 319) TO
TIITF IN L/T 251 OF 2003.

	 	n
	 	y
	 	23-06S-03W-0000-0010-0000
	 	Ball 1926
	 	ORB 228/485
	 	SJ Timberland
	Franklin
	 	 	24	 	 	6S
	 	3W
	 	 	638.15	 	 	ALL

	 	n
	 	y
	 	24-06S-03W-0000-0010-0000
	 	Ball 1926
	 	ORB 228/485
	 	SJ Timberland






 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTY	 	SECTION	 	TOWNSHIP	 	RANGE	 	ACRES(GIS)	 	DESCRIPTION	 	SMURFIT	 	FDOT	 	PARCEL_NUMBER	 	VESTING DEED	 	JOE_TO_JOE DEED	 	OWNER
	Franklin
	 	 	25	 	 	6S
	 	3W
	 	 	286.13	 	 	THE NORTH 1/2 OF
SECTION 25,
TOWNSHIP 6S, RANGE
3W.

	 	n
	 	y
	 	25-06S-03W-0000-0010-0000
	 	Ball 1926
	 	ORB 228/485
	 	SJ Timberland
	Franklin
	 	 	26	 	 	6S
	 	3W
	 	 	392.21	 	 	ALL LESS SE 1/4,
LESS U.S. HIGHWAY
319 R/W SECTION 26,
TOWNSHIP 6S, RANGE
3W. SOLD EVERYTHING
LYING NELY OF A
LINE (FOLLOWS THE
NORTH LINE OF A
PRIVATE UN-NAMED
DIRT ROAD RUNNING
FROM US HWY 319 IN
SEC 26, THRU SEC 27
AND INTO SEC 22)
DESCRIBED IN DEED
AND WLY OF A LINE
WHICH IS 1000 FEET
WEST OF & PARALLEL
TO THE WEST
BOUNDARY LINE OF
THE 66’ R/W OF SR
377 (US 319) TO
TIITF IN L/T 251 OF
2003.

	 	n
	 	y
	 	26-06S-03W-0000-0010-0000
	 	Ball 1926
	 	ORB 228/485
	 	SJ Timberland
	Franklin
	 	 	27	 	 	6S
	 	3W
	 	 	404.69	 	 	ALL LESS 4 ACRES IN
66F R/W SR30. SOLD
APPROX 8 ACRES IN
NE CORNER LYING
NELY OF A LINE
(FOLLOWS THE NORTH
LINE OF A PRIVATE
UN-NAMED DIRT ROAD
RUNNING FROM US HWY
319 IN SEC 26, THRU
SEC 27 AND INTO SEC
22) & APPROX 180
ACRES IN NW 1/4
LYING WLY OF A
CREEK TO TIITF IN
L/T 251 OF 2003.
not including
SummerCamp DRI.

	 	n
	 	y
	 	27-06S-03W-0000-0010-0000
	 	unknown
	 	ORB 228/485
	 	SJ Timberland
	Franklin
	 	 	28	 	 	6S
	 	3W
	 	 	13.59	 	 	ALL. SOLD APPROX
618.79 ACRES BEING
EVERYTHING NORTH OF
A LINE WHICH
FOLLOWS THE NORTH
SIDE OF A PRIVATE
UN-NAMED DIRT ROAD
DESCRIBED IN DEED
TO TIITF IN L/T 251
OF 2003. WE STILL
OWN THE SOUTH 175
FEET (APPROX) OF
SECTION, WHICH
CONTAINS SAID DIRT
ROAD ALONG WITH A
100’ WIDE FLA POWER
EASEMENT DESCRIBED
IN ORB 623-212.

	 	n
	 	 	 	28-06S-03W-0000-0010-0000
	 	Gordon Land Co 1951 DB
RR/40, Sargent 1953 DB
UU/443
	 	ORB 228/485
	 	SJ Timberland
	Franklin
	 	 	29	 	 	6S
	 	3W
	 	 	5.29	 	 	ALL. SOLD APPROX
627.88 ACRES BEING
EVERYTHING NORTH OF
A LINE WHICH
FOLLOWS THE NORTH
SIDE OF A PRIVATE
UN-NAMED DIRT ROAD
DESCRIBED IN DEED
TO TIITF IN L/T 251
OF 2003. WE STILL
OWN THE SOUTH 100
FEET (APPROX) OF
SECTION, WHICH
CONTAINS SAID DIRT
ROAD ALONG WITH A
100’ WIDE FLA POWER
EASEMENT DESCRIBED
IN ORB 623-212,
WHICH LIES ONLY
BETWEEN THE
ABANDONED RR R/W
AND THE EAST
SECTION LINE.

	 	n
	 	 	 	29-06S-03W-0000-0010-0000
	 	Gordon Land Co 1951 DB RR/40
	 	ORB 228/485
	 	SJ Timberland
	Franklin
	 	 	31	 	 	6S
	 	3W
	 	 	55.91	 	 	ALL FRACTIONAL.
EASEMENT TO
CARABELLE
PROPERTIES LIMITED
KNOWN AS ST. JAMES
EASEMENT AND
LOCATED IN SE 1/4
IN L/T 73 OF 2002.

	 	n
	 	y
	 	31-06S-03W-0000-0010-0000
	 	Ball 1926, Gordon Land Co
1951 DB RR/40
	 	ORB 228/485
	 	SJ Timberland
	Franklin
	 	 	32	 	 	6S
	 	3W
	 	 	597.14	 	 	ALL LESS S1/2 OF
S1/2 OF S1/2 OF
SW1/4 AND LESS S1/2
OF SW1/4 OF SW1/4
OF SE1/4

	 	n
	 	y
	 	32-06S-03W-0000-0010-0000
	 	Ball 1926, Gordon Land Co
1951 DB RR/40
	 	ORB 228/485
	 	SJ Timberland
	Franklin
	 	 	33	 	 	6S
	 	3W
	 	 	283.77	 	 	THE NORTH 1/2 OF
SECTION 33,
TOWNSHIP 6S, RANGE
3W. LESS 8 ACRES IN
SUMMERCAMP UNDER
NEW PARCEL NUMBER
AND BEING PAID BY
ARVIDA. not
including
summercamp dri.

	 	n
	 	y
	 	33-06S-03W-0000-0010-0000
	 	Ball 1926
	 	ORB 228/485
	 	SJ Timberland
	Franklin
	 	 	6	 	 	7S
	 	3W
	 	 	104.58	 	 	N 1/2 LESS ANY PART
OF 326.96 ACRES TO
ANNEEWAKEE ORB 189,
PG. 391, 9/11/82.
SOLD APPROX 41.32
ACRES LYING N OF
CROOKED RIVER RD IN
NW 1/4 TO TIITF IN
L/T 251 OF 2003.

	 	n
	 	y
	 	06-07S-03W-0000-0010-0000
	 	Nathan Mayo 1950 DB QQ/122,
Gordon Land Co 1951 DB
RR/40
	 	ORB 228/485
	 	SJ Timberland






 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTY	 	SECTION	 	TOWNSHIP	 	RANGE	 	ACRES(GIS)	 	DESCRIPTION	 	SMURFIT	 	FDOT	 	PARCEL_NUMBER	 	VESTING DEED	 	JOE_TO_JOE DEED	 	OWNER
	Gadsden
	 	 	19	 	 	1N
	 	4W
	 	 	599.23	 	 	ALL FRACTIONAL LESS
21.3 AC. IN A.B.
TAFF LAWSUIT,
(1984).

	 	n
	 	n
	 	4-19-1N-4W-0000-00500-0100
	 	Blucher Blair 1952 DB 100/299
	 	ORB 324/44
	 	SJ Timberland
	Gadsden
	 	 	20	 	 	1N
	 	4W
	 	 	409.87	 	 	ALL FRACTIONAL LESS
130.69 AC IN A.B.
TAFF LAWSUIT,
(1984).

	 	n
	 	n
	 	4-20-1N-4W-0000-00500-0100
	 	Blucher Blair 1952 DB 100/299
	 	ORB 324/44
	 	SJ Timberland
	Gadsden
	 	 	21	 	 	1N
	 	4W
	 	 	254.44	 	 	ALL FRACTIONAL LESS
9.74 A IN SR 267.
SOLD 185.99 ACRES
TO GERALD THOMPSON
AS PER L/T 64 OF
2000, IT BEING ALL
THAT TRACT LYING
EAST OF STATE ROAD
267. WE STILL OWN
SOUTH OF SADBERRY
ROAD IN LOT 50
LITTLE RIVER
SURVEY. PROPERTY
APPR (MIKE MOORE)
SAID THERE IS ONLY
ABOUT 2 ACRES THERE
SO HE IS MOVING
THAT ACREAGE DOWN
TO THIS SECTION AND
DELETING THE LOT 50
PARCEL NUMBER. I
MADE ADJUSTMENT TO
ACREAGE AND 2002
VAL

	 	n
	 	n
	 	4-21-1N-4W-0000-00500-0100
	 	Hoffman & Shelley 1936 DB BBB/469
	 	ORB 324/44
	 	SJ Timberland
	Gadsden
	 	 	29	 	 	1N
	 	4W
	 	 	638.51	 	 	ALL

	 	n
	 	n
	 	4-29-1N-4W-0000-00500-0000
	 	Rich 1949 DB 87/15
	 	ORB 324/44
	 	SJ Timberland
	Gadsden
	 	 	30	 	 	1N
	 	4W
	 	 	639.09	 	 	ALL

	 	n
	 	n
	 	4-30-1N-4W-0000-00500-0000
	 	Rich 1949 DB 87/15
	 	ORB 324/44
	 	SJ Timberland
	Gadsden
	 	 	31	 	 	1N
	 	4W
	 	 	648.97	 	 	ALL

	 	n
	 	n
	 	4-31-1N-4W-0000-00500-0000
	 	Hoffman & Shelley 1936 DB BBB/469
	 	ORB 324/44
	 	SJ Timberland
	Gadsden
	 	 	32	 	 	1N
	 	4W
	 	 	619.02	 	 	ALL LESS 6 ACRES
DEEDED TO J. BYRON
SUBER 1/8/82. SOLD
7.096 ACRES LYING
IN SE 1/4 E OF SR
267 AND N OF DUSTY
HUNTER LANE TO LEX
THOMPSON AS PER L/T
134 OF 2001.

	 	n
	 	n
	 	4-32-1N-4W-0000-00500-0000
	 	Hoffman & Shelley 1936 DB BBB/469
	 	ORB 324/44
	 	SJ Timberland
	Gadsden
	 	 	33	 	 	1N
	 	4W
	 	 	20.69	 	 	NEW FOR 2006:
PURCHASED NW 1/4
LYING WLY OF SR 267
FROM SAP LLC L/T 74
OF 2006.

	 	n
	 	n
	 	4-33-1N-4W-0000-00221-0000
	 	J Byron Suber 1982 ORB 291/1061
	 	ORB 324/44
	 	SJ Timberland
	Franklin
	 	 	2	 	 	7S
	 	4W
	 	 	2.85	 	 	ALL. SOLD
EVERYTHING EXCEPT A
SMALL HUMP AT SE
CORNER WHICH RUNS
ALONG & OVER THE N
LINE OF A PRIVATE
UN-NAMED DIRT RD
DESCRIBED IN DEED
TO TIITF IN L/T 251
OF 2003.

	 	n
	 	n
	 	02-07S-04W-0000-0010-0000
	 	Ball 1926, Hathaway 1948 DB OO/193
	 	ORB 228/485
	 	SJ Timberland
	Franklin
	 	 	11	 	 	7S
	 	4W
	 	 	476.35	 	 	ALL LESS SE 1/4 OF
SECTION 11,
TOWNSHIP 7S, RANGE
4W.

	 	n
	 	y
	 	11-07S-04W-0000-0010-0000
	 	Nathan Mayo 1950 DB QQ/122,
Gordon Land Co 1951 DB RR/44,
Ball 1926
	 	ORB 228/485
	 	SJ Timberland
	Liberty
	 	 	14	 	 	1S
	 	5W
	 	 	300.21	 	 	ALL OF SECTION LESS
1.9 ACRES TO SRD
-SR 20- 36/58 south
1/2

	 	n
	 	y
	 	014-1S-5W-00101-000
	 	Hoffman 1935 DB 2/485
	 	ORB 47/107
	 	SJ Timberland
	Liberty
	 	 	15	 	 	1S
	 	5W
	 	 	305.53	 	 	ALL south 1/2

	 	n
	 	n
	 	015-1S-5W-00102-000
	 	Wilfley 1905 DB K/727
	 	not in tract book
	 	 SJ Timberland
	Liberty
	 	 	16	 	 	1S
	 	5W
	 	 	321.14	 	 	ALL south 1/2

	 	n
	 	n
	 	016-1S-5W-00103-000
	 	Wilfley 1905 DB K/727
	 	not in tract book
	 	 SJ Timberland
	Liberty
	 	 	17	 	 	1S
	 	5W
	 	 	310.53	 	 	ALL south 1/2

	 	n
	 	n
	 	017-1S-5W-00104-00
	 	Wilfley 1905 DB K/727
	 	not in tract book
	 	 SJ Timberland






 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTY	 	SECTION	 	TOWNSHIP	 	RANGE	 	ACRES(GIS)	 	DESCRIPTION	 	SMURFIT	 	FDOT	 	PARCEL_NUMBER	 	VESTING DEED	 	JOE_TO_JOE DEED	 	OWNER
	Liberty
	 	 	18	 	 	1S
	 	5W
	 	 	268.79	 	 	ALL LESS TO J. A.
SHULER DESCRIBED AS
BEGIN NWC OF
SECTION, THENCE S.
5 DEGREES 1320 FT.
FOR P.O.B., THENCE
S. 60 DEGREES, 29
MINUTES E. 1120.25
FT., THENCE S. 13
DEG. E. 990 FT.,
TH. S. 64 DEG. W.
825 FT., TH. S.
1188 FT., TH. N. 85
DEG. W. 573.3
FT.,TO POINT ON W.
BOUNDARY OF SECT.,
N. TO HALF SECT.
LINE, N. 5 DEG. E.
1320’ TO P.O.B.,
ALSO , LESS 3.3 AC.
TO SRD SR20
—36/60, LESS .52
AC. TO TIMBER
ENERGY RESOURCES,
INC., 1986, LESS
67.07 AC. TO HAL A.
DAVIS, ORB 66/76
and 81, 5/10/91.
ALL OF SEC LYING S
OF HWY 20 (1.5A)
SOLD TO REVELL &
EUBANKS L/T 30 OF
2004. PART OF SW
1/4 OF SW 1/4 LYING
NLY OF SR 20 BEING
8.07 ACRES SOLD TO
PROGRESS ENERGY
(FPC) L/T 194 OF
2004. south 1/2

	 	n
	 	y
	 	018-1S-5W-00105-000
	 	Wilfley 1905 DB K/727, A M
Shuler 1950 DB 34/298,
	 	 	 	SJ Timberland
	Liberty
	 	 	19	 	 	1S
	 	5W
	 	 	6.73	 	 	ALL OF SECTION LESS
18.12 ACRES TO SRD
-SR 20- 30/397 &
LESS 4.33 ACRES TO
SRD -S-267- 38/704.
SOLD 213 AC IN NW
1/4 M/L & 24.47 AC
IN SW 1/4 LYING S
OF SR 267 TO JOE
SHULER L/T 15 OF
2006. SOLD 27.03 AC
IN SW 1/4 LYING WLY
OF 30’ ROADWAY ESMT
& NLY OF SR 267 TO
VICKERS L/T 66 OF
2006. SOLD
EVERYTHING WE HAD
LEFT LYING SLY OF
SR 20 TO APALACH
TIMBERLANDS LLC L/T
8 OF 2008. STILL
OWN N OF SAID SR
20.

	 	n
	 	y
	 	019-1S-5W-00107-000
	 	Miller et al 1952 DB 35/450
	 	ORB 47/107
	 	SJ Timberland
	Liberty
	 	 	20	 	 	1S
	 	5W
	 	 	66.74	 	 	ALL LESS 11.90 A TO
SRD -SR20- 36/60.
SOLD 60 AC TO LIAO
L/T 80 OF 2006.
SOLD EVERYTHING WE
HAD LEFT LYING SLY
OF SR 20 TO APALACH
TIMBERLANDS LLC L/T
8 OF 2008. STILL
OWN N OF SAID SR
20.

	 	n
	 	y
	 	020-1S-5W-00108-000
	 	Wilfley 1905 DB K/727
	 	 	 	SJ Timberland
	Liberty
	 	 	21	 	 	1S
	 	5W
	 	 	143.09	 	 	ALL LESS 11.40 A TO
SRD -SR 20- 36/60.
SOLD EVERYTHING
LYING SLY OF SR 20
TO APALACH
TIMBERLANDS LLC L/T
8 OF 2008. STILL
OWN N OF SAID SR
20.

	 	n
	 	y
	 	021-1S-5W-00109-000
	 	Wilfley 1905 DB K/727
	 	 	 	SJ Timberland
	Liberty
	 	 	22	 	 	1S
	 	5W
	 	 	115.90	 	 	ALL LESS 11.90 A TO
SRD -SR 20- 36/60.
SOLD EVERYTHING
LYING SLY OF SR 20
TO APALACH
TIMBERLANDS LLC L/T
8 OF 2008. STILL
OWN N OF SAID SR
20.

	 	n
	 	y
	 	022-1S-5W-00111-000
	 	Wilfley 1905 DB K/727
	 	 	 	SJ Timberland
	Liberty
	 	 	23	 	 	1S
	 	5W
	 	 	21.45	 	 	ALL OF SECTION LESS
10.3 ACRES TO SRD
-SR 20- 36/58 AND
LESS 12.61 ACRES TO
SRD -SR-267-
38/704. SOLD
EVERYTHING LYING
SLY OF SR 20 TO
APALACH TIMBERLANDS
LLC L/T 8 OF 2008.
STILL OWN N OF SAID
SR 20.

	 	n
	 	y
	 	023-1S-5W-00112-000
	 	Hoffman 1935 DB 2/485
	 	ORB 47/107
	 	SJ Timberland
	Calhoun
	 	 	31	 	 	1N
	 	9W
	 	 	24.34	 	 	E1/2 OF NE1/4 AND
NW1/4 OF NW1/4.
ACCESS EASEMENT
FROM MCCLELLAN IN
L/T 1 OF 2000. SOLD
NW 1/4 OF NW 1/4 TO
NEAL LAND & TIMBER
IN L/T 116 OF 2003.
south of Hwy 20

	 	n
	 	n
	 	31-1N-09-0000-0013-0000
	 	Bona Allen 1951 DB B-2/427
	 	 	 	SJ Timberland






 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTY	 	SECTION	 	TOWNSHIP	 	RANGE	 	ACRES(GIS)	 	DESCRIPTION	 	SMURFIT	 	FDOT	 	PARCEL_NUMBER	 	VESTING DEED	 	JOE_TO_JOE DEED	 	OWNER
	Calhoun
	 	 	6	 	 	1S
	 	9W
	 	 	464.14	 	 	ALL EXCEPT NW1/4 OF NW1/4 OF
NW1/4. ACCESS EASEMENT TO
KENNETH AND CONSTANCE JONES
AS PER L/T 39 OF 1999. LOTS
4 & 7, RIVERSIDE AT CHIPOLA
SOLD TO TRI-STATE LAND IN
2005. TAKE OUT ACRES EACH
SALE AS PROP APPR DOES NOT
CUT THEM OUT UNTIL SOLD.
MOVED 107.17 ACRES TO PARCEL
06-1S-09-0810-0000-0000
WHICH IS PLAT OF RIVERSIDE
AT CHIPOLA. west of the
chipola river

	 	n
	 	n
	 	06-1S-09-0000-0001-0000
	 	Bona Allen 1951 DB B-2/427
	 	ORB 116/441
	 	SJ Timberland
	Calhoun
	 	 	7	 	 	1S
	 	9W
	 	 	638.50	 	 	ALL west of the chipola river

	 	n
	 	n
	 	07-1S-09-0000-0001-0000
	 	Bona Allen 1951 DB B-2/427
	 	ORB 116/441
	 	SJ Timberland
	Calhoun
	 	 	8	 	 	1S
	 	9W
	 	 	129.26	 	 	W1/2 AND SE1/4. SOLD 73.86
AC IN S 1/2 FROM CR 275
RUNNING WLY TO THE CHIPOLA
RIVER W/RELATED EASEMENT
AGREEMENT TO CALLAWAY L/T 14
OF 2007. west of the chipola
river

	 	n
	 	n
	 	08-1S-09-0000-0001-0000
	 	Bona Allen 1951 DB B-2/427
	 	ORB 116/441
	 	SJ Timberland
	Calhoun
	 	 	17	 	 	1S
	 	9W
	 	 	336.72	 	 	ALL OF NW1/4 OF NE1/4 LYING
WEST OF CHIPOLA RIVER, SW1/4
OF NE1/4, W1/2 AND NW1/4 OF
SE1/4 AND ALL OF SW1/4 OF
SE1/4 LYING WEST OF CHIPOLA
RIVER EXCEPT 5 A. IN SWC.
SOLD 50 ACRES BEING THE SW
OF NE AND NW OF SE LYING E
OF CHIPOLA RIVER TO HAGLER
AS PERL/T 18 OF 2002. QCD
FROM MOLLY GLASS ET VIR
DAVID & JUNE GLASS BEING
THAT PART OF SW 1/4 OF SE
1/4 LYING WEST OF CHIPOLA
RIVER FILED 08/30/02 IN ORB
264-691 (FILED IN ACQ FILE)
west of the chipola river

	 	n
	 	n
	 	17-1S-09-0000-0002-000
	 	Bona Allen 1951 DB B-2/427
	 	ORB 116/441
	 	SJ Timberland
	Calhoun
	 	 	18	 	 	1S
	 	9W
	 	 	648.07	 	 	ALL

	 	n
	 	n
	 	18-1S-09-0000-0001-0000
	 	Bona Allen 1951 DB B-2/427
	 	ORB 116/441
	 	SJ Timberland
	Calhoun
	 	 	21	 	 	2S
	 	9W
	 	 	175.97	 	 	ALL LYING WEST OF CHIPOLA
RIVER EXCEPT SW1/4 OF SW1/4.
TEMPORARY CONSTRUCTION
EASEMENT AGREEMENT FOR
BRIDGE AT SCOTTS FERRY TO
COASTAL MATERIALS OF
ALABAMA, INC., 12/11/02 IN
ORB 266-469.

	 	n
	 	n
	 	21-2S-09-0000-0017-0000
	 	Hugh Beelman 1948 DB Z-1/81
	 	ORB 116/441
	 	SJ Timberland
	Calhoun
	 	 	28	 	 	2S
	 	9W
	 	 	301.75	 	 	ALL WEST OF CHIPOLA RIVER
EXCEPT ONE ACRE TO MCCLELLAN
IN NW1/4 OF NW1/4. QCD TO
PARKER FAMILY FOR EVERYTHING
LYING WEST OF CHIPOLA RIVER
IN SW OF SE AS PER L/T 143
OF 2001. TEMPORARY
CONSTRUCTION EASEMENT
AGREEMENT FOR BRIDGE AT
SCOTTS FERRY TO COASTAL
MATERIALS OF ALABAMA, INC.,
12/11/02 IN ORB 266-469.

	 	n
	 	n
	 	28-2S-09-0000-0007-0000
	 	Hugh Beelman 1948 DB
Z-1/81, Jimmy Yon 1984 ORB
106/535
	 	ORB 116/441
	 	SJ Timberland
	Calhoun
	 	 	29	 	 	2S
	 	9W
	 	 	128.68	 	 	S 1/2 OF S 1/2 & THAT PART
OF THE NE OF SE LYING S & E
OF SR 71. SOLD 66.79 AC (SEE
SURVEY) TO CALAM & THRONE
L/T 118 OF 2006.

	 	n
	 	n
	 	29-2S-09-0000-0001-0100
	 	Hugh Beelman 1948 DB Z-1/81
	 	ORB 116/441
	 	SJ Timberland






 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTY	 	SECTION	 	TOWNSHIP	 	RANGE	 	ACRES(GIS)	 	DESCRIPTION	 	SMURFIT	 	FDOT	 	PARCEL_NUMBER	 	VESTING DEED	 	JOE_TO_JOE DEED	 	OWNER
	Calhoun
	 	 	29	 	 	2S
	 	9W
	 	 	21.73	 	 	NE 1/4 OF NE 1/4
LESS .76 ACRES TO
JIMMY YON, 1984; W
1/2 OF SE 1/4 OF NE
1/4, SW 1/4 OF NE
1/4, NE 1/4 OF SE
1/4 & S 1/2 OF S
1/2. SOLD 64.68
ACRES BEING THE SW
1/4 OF NE 1/4; W
1/2 OF SE 1/4 OF NE
1/4; AND, NE 1/4 OF
SE 1/4 LYING N AND
W OF SR 71 TO YON
AS PER L/T 100 OF
2002. MOVED S 1/2
OF S 1/2 & THAT
PART OF THE NE OF
SE LYING S & E OF
SR 71 TO -0001-0100
FOR 2003. SOLD W
1/2 OF NE 1/4 OF NE
1/4 TO RICHTER L/T
171 OF 2004. ALL
THAT IS LEFT HERE
IS E 1/2 OF NE OF
NE.

	 	n
	 	n
	 	29-2S-09-0000-0001-0000
	 	Hugh Beelman 1948 DB Z-1/81
	 	ORB 116/441
	 	SJ Timberland
	Calhoun
	 	 	30	 	 	2S
	 	9W
	 	 	626.02	 	 	ALL

	 	n
	 	n
	 	30-2S-09-0000-0001-0000
	 	Hugh Beelman 1948 DB Z-1/81
	 	ORB 116/441
	 	SJ Timberland
	Calhoun
	 	 	31	 	 	2S
	 	9W
	 	 	568.98	 	 	ALL. SOLD 2840.11
FRONT FOOT ON CR 71
FROM EAST SECTION
LINE BEING 665 FEET
DEEP AND CALLED
PROJECT GENTIAN
PINKROOT PRESERVE
TO THE NATURE
CONSERVANCY AS PER
L/T 168 OF 2002
ALONG WITH RELATED
CONSERVATION
EASEMENT ORB
264-141.

	 	n
	 	n
	 	31-2S-09-0000-0001-0000
	 	Hugh Beelman 1948 DB Z-1/81
	 	ORB 116/441
	 	SJ Timberland
	Calhoun
	 	 	32	 	 	2S
	 	9W
	 	 	339.24	 	 	ALL LYING NORTH AND
WEST OF CHIPOLA
RIVER. RIGHT OF WAY
EASEMENT TO GULF
COAST ELECTRIC COOP
FOR A STRIP OF LAND
29’ X 3155’
CONNECTING HWY 71
WITH THE FROZEN
BLUFF CAMP AREA AND
FOLLOWING EXISTING
WOODS ROAD 06/13/00
ORB 236-727. SOLD
46.43 AC (SEE
SURVEY) TO CALAM &
THRONE L/T 118 OF
2006.

	 	n
	 	n
	 	32-2S-09-0000-0001-0000
	 	Hugh Beelman 1948 DB Z-1/81
	 	ORB 116/441
	 	SJ Timberland
	Calhoun
	 	 	33	 	 	2S
	 	9W
	 	 	12.20	 	 	ALL NORTH AND WEST
OF CHIPOLA RIVER.
SOLD .11 AC (SEE
SURVEY) TO CALAM &
THRONE L/T 118 OF
2006.

	 	n
	 	n
	 	33-2S-09-0000-0021-0000
	 	Hugh Beelman 1948 DB
Z-1/81, M L Kelso 1956 DB
65/333
	 	ORB 116/441
	 	SJ Timberland
	Calhoun
	 	 	5	 	 	3S
	 	9W
	 	 	222.48	 	 	US LOTS 2, 3, 6 AND
7 OR ALL W1/2 OF
SECTION LYING WEST
OF EAST LINE OF
DEAD LAKES

	 	n
	 	n
	 	05-3S-09-0000-0003-0000
	 	Hugh Beelman 1948 DB
Z-1/81, M L Kelso 1956 DB
65/333
	 	ORB 116/441
	 	SJ Timberland
	Calhoun
	 	 	6	 	 	3S
	 	9W
	 	 	631.52	 	 	ALL

	 	n
	 	n
	 	06-3S-09-0000-0001-0000
	 	Hugh Beelman 1948 DB
Z-1/81, M L Kelso 1956 DB
65/333
	 	ORB 116/441
	 	SJ Timberland
	Calhoun
	 	 	7	 	 	3S
	 	9W
	 	 	137.27	 	 	US LOT 1, 2, AND 3
OR ALL OF N1/2
LYING NORTH OF DEAD
LAKES

	 	n
	 	n
	 	07-3S-09-0000-0001-0000
	 	Hugh Beelman 1948 DB
Z-1/81, M L Kelso 1956 DB
65/333
	 	ORB 116/441
	 	SJ Timberland
	Calhoun
	 	 	8	 	 	3S
	 	9W
	 	 	5.15	 	 	US LOT 3 OR NW1/4
OF NW1/4 LYING
NORTH OF DEAD LAKES
TAX BILL IS LESS
THAN FIVE DOLLARS
SO THEY DON’T MAIL
ONE OUT.

	 	n
	 	n
	 	08-3S-09-0000-0002-0000
	 	Hugh Beelman 1948 DB
Z-1/81, M L Kelso 1956 DB
65/333
	 	ORB 116/441
	 	SJ Timberland
	Gulf
	 	 	5	 	 	6S
	 	9W
	 	 	66.14	 	 	WINONA GARDENS S/D
RP1, PG. 7, LOTS
11A, 12A, 19, 20,
21, 27, 28 AND 29.
ORB 143/707 FROM
TAUNTON. west of
hwy 71

	 	y
	 	 	 	01063-000R
	 	C C Hopkins 1951 DB
21/518, Floyd Lister 1958
DB 32/453, Gulf Co Farms
1987 ORB 122/1008, Gulf
Co. 1988 ORB 123/578,
David Taunton 1991 ORB
143/707
	 	ORB 109/372
	 	SJ Timberland






 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTY	 	SECTION	 	TOWNSHIP	 	RANGE	 	ACRES(GIS)	 	DESCRIPTION	 	SMURFIT	 	FDOT	 	PARCEL_NUMBER	 	VESTING DEED	 	JOE_TO_JOE DEED	 	OWNER
	Gulf
	 	 	6	 	 	6S
	 	9W
	 	 	656.21	 	 	ALL OF SECTION

	 	y
	 	y
	 	01064-500R
	 	Brown Broadcasting 1984 ORB
102/766, Milton Dean 1985 ORB
106/92, Sam Harmon 1985 ORB
106/543, Timber Energy 1986,
ORB 111/1033, Gulf Co Farms
1986 ORB 113/850, Transit
Rentals of Tallahassee 1987
ORB 117/567, Gulf Co Farms
1987 ORB 118/541, A T & T 1987
ORB 119/228, C R Smith 1987
ORB 121/59, Gulf Co Farms 1987
ORB 122/1008, Jefferson Co
1989 ORB 130/347
	 	ORB 109/372
	 	SJ Timberland
	Gulf
	 	 	7	 	 	6S
	 	9W
	 	 	647.00	 	 	ALL OF SECTION.

	 	y
	 	y
	 	01065-000R
	 	Gulf Co Farms 1987 ORB 122/1008
	 	 	 	SJ Timberland
	Gulf
	 	 	8	 	 	6S
	 	9W
	 	 	119.59	 	 	ALL OF SECTION LYING WEST OF S.R.71. ORB
122/1008 FROM GULF COUNTY FARMS. west of
hwy 71

	 	y
	 	 	 	01066-000R
	 	Gulf Co Farms 1987 ORB 122/1008
	 	 	 	SJ Timberland
	Gulf
	 	 	18	 	 	6S
	 	9W
	 	 	464.71	 	 	ALL EXCEPT N1/2 OF SW1/4 OF SE1/4 AND
LESS 8 ACRES IN SR 71 west of hwy 71

	 	y
	 	y
	 	01086-000R
	 	Samuel Patrick 1948 DB 19/86,
Maritime Land deed, Woodstock
Lumber deed, Raymond Smith
trustee deed
	 	 	 	SJ Timberland
	Gulf
	 	 	19	 	 	6S
	 	9W
	 	 	132.49	 	 	ALL LESS 17 ACRES IN SR 71 west of hwy 71

	 	y
	 	y
	 	01088-000R
	 	B R Williams 1954 DB 25/282,
Maritime Land deed, Woodstock
Lumber deed, Raymond Smith
trustee deed
	 	 	 	SJ Timberland
	Calhoun
	 	 	1	 	 	1S
	 	10W
	 	 	334.79	 	 	ALL EXCEPT SE1/4 OF SW1/4 AND EXCEPT 2
PARCELS DES. AS. 1. BEGIN AT NWC OF
NE1/4 OF NE1/4 THENCE EAST 210F, THENCE
SOUTH 420F, THENCE WEST 210F, THENCE
NORTH 420F TO POB. -2 ACRES- 2. BEGIN AT
A POINT 210F EAST OF NWC OF NE1/4 OF
NE1/4. THENCE EAST 210F, SOUTH 210F,
WEST 210F, NORTH 210F, TO POB — 1
AC.—. SOLD PARCEL IN SW OF SW BEING
18.67 ACRES TO JOHNSON AND SWAPPED
(PURCHASED FROM LEWIS) 11.72 ACRES ON
EITHER SIDE OF PARCEL ALREADY OWNED BY
LEWIS ALONG WITH EASEMENT TO LEWIS TO
GET TO SR 73 SEE MAP AND NOTES IN L/T 98
OF 2002. SOLD PARCEL LYING WLY OF SR 73
AND NLY & ELY OF TOOLCHEST BRANCH TO
MESSICK, ET ALS, IN L/T 115 OF 2003.
PART OF NE 1/4 OF NE 1/4 LYING ADJ TO
PARCEL ALREADY OWNED BY CHURCH SOLD TO
CLARKSVILLE BAPTIST CHURCH L/T 120 OF
2005. EVERYTHING LYING WLY OF SR 73 &
SLY OF TOOLCHEST BRANCH SOLD TO HAND L/T
198 OF 2005. TEMPORARY EASEMENT TO DOT
FOR SR 73 02/23/06 IN ORB 311-732.
CONVEYANCE TO DOT FOR SR 73 02/23/06 IN
ORB 311-730. DISTRIBUTION RIGHT OF WAY
EASEMENT TO WEST FLORIDA ELECTRIC COOP
03/06/06 (UNRECORDED). STARTING IN 2008,
APPRAISER INCLUDED THE MOBILE HOME IN
THIS VALUE AS IT WAS NOT ASSESSED
BEFORE.

	 	n
	 	n
	 	01-1S-10-0000-0001-0000
	 	Bona Allen 1951 DB B-2/427
	 	ORB 116/441
	 	SJ Timberland
	Calhoun
	 	 	11	 	 	1S
	 	10W
	 	 	103.27	 	 	PARCEL LIES IN S 1/2 EAST OF SR 73.
RE-EVALUATED IN 2003.

	 	n
	 	n
	 	11-1S-10-0000-0001-0100
	 	Curtis Adams 2001 ORB 253/417
	 	 	 	SJ Timberland






 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTY	 	SECTION	 	TOWNSHIP	 	RANGE	 	ACRES(GIS)	 	DESCRIPTION	 	SMURFIT	 	FDOT	 	PARCEL_NUMBER	 	VESTING DEED	 	JOE_TO_JOE DEED	 	OWNER
	Calhoun
	 	 	12	 	 	1S
	 	10W
	 	 	534.82	 	 	ALL EXCEPT W 3/4 OF NW1/4
OF NE1/4 AND EXCEPT NE1/4
OF NW1/4. SOLD 41.17 ACRES
TO JOHNSON BEING THE NW OF
NW AND A .18 ACRE STRIP IN
NW OF NE. SEE MAP AND
NOTES IN L/T 98 OF 2002.

	 	n
	 	n
	 	12-1S-10-0000-0001-0000
	 	Bona Allen 1951 DB B-2/427
	 	ORB 116/441
	 	SJ Timberland
	Calhoun
	 	 	13	 	 	1S
	 	10W
	 	 	639.76	 	 	ALL

	 	n
	 	n
	 	13-1S-10-0000-0001-0000
	 	Bona Allen 1951 DB B-2/427
	 	ORB 116/441
	 	SJ Timberland
	Calhoun
	 	 	26	 	 	1S
	 	10W
	 	 	185.75	 	 	W1/2 OF NW1/4 AND SW1/4

	 	n
	 	n
	 	26-1S-10-0000-0001-0500
	 	Curtis Adams 2001 ORB 253/417
	 	 	 	SJ Timberland
	Calhoun
	 	 	1	 	 	3S
	 	10W
	 	 	518.89	 	 	ALL EXCEPT W1/2 OF NW1/4
AND EXCEPT THAT PART OF
S1/2 OF SW1/4 LYING SOUTH
OF CYPRESS CREEK

	 	 	 	 	 	01-3S-10-0000-0002-0000
	 	E H Parker 1962 ORB 73/299
	 	ORB 116/441	 	 
	Calhoun
	 	 	4	 	 	3S
	 	10W
	 	 	482.75	 	 	N1/2 OF NE1/4, SW1/4 OF
NE1/4, E1/2 OF NW1/4, E1/2
OF W1/2 OF NW1/4, W1/2 OF
SW1/4, E1/2 OF SE1/4 &
NW1/4 OF SE1/4 & SE1/4 OF
NE1/4

	 	n
	 	n
	 	04-3S-10-0000-0001-0000
	 	Leon Durham 1947 DB Y-1 99
Southern Tree Farms 1962 ORB
73/590
	 	 	 	SJ Timberland
	Calhoun
	 	 	5	 	 	3S
	 	10W
	 	 	490.30	 	 	SW1/4 OF NE1/4, W1/2 OF
NW1/4, SE1/4 OF NW1/4 &
S1/2

	 	y
	 	n
	 	05-3S-10-0000-0001-0000
	 	Leon Durham 1947 DB Y-1 99,
Hunt Oil 1947
	 	 	 	SJ Timberland
	Calhoun
	 	 	6	 	 	3S
	 	10W
	 	 	631.80	 	 	ALL

	 	y
	 	n
	 	06-3S-10-0000-0001-0000
	 	Hunt Oil 1947
	 	 	 	SJ Timberland
	Calhoun
	 	 	7	 	 	3S
	 	10W
	 	 	638.91	 	 	ALL

	 	y
	 	n
	 	07-3S-10-0000-0001-0000
	 	Hunt Oil 1947
	 	 	 	SJ Timberland
	Calhoun
	 	 	8	 	 	3S
	 	10W
	 	 	658.09	 	 	ALL

	 	y
	 	n
	 	08-3S-10-0000-0001-0000
	 	Hunt Oil 1947, George Peake
1953 DB G-2/85
	 	 	 	SJ Timberland
	Calhoun
	 	 	9	 	 	3S
	 	10W
	 	 	558.71	 	 	N1/2, SW1/4 & S1/2 OF SE1/4

	 	n
	 	n
	 	09-3S-10-0000-0001-0000
	 	Hunt Oil 1947, DB G-2/85,
Leon Durham 1947 DB Y-1/99
	 	 	 	SJ Timberland
	Calhoun
	 	 	10	 	 	3S
	 	10W
	 	 	569.26	 	 	NE1/4 OF NE1/4, NW1/4 OF
NW1/4, S1/2 OF N1/2, E1/2
OF SW1/4, SW1/4 OF SW1/4 &
SE1/4 & NW1/4 OF NE1/4
-DB73/587- SOLD TO LARRY
DANIELS 2000 ORB 235/248

	 	n
	 	n
	 	10-3S-10-0000-0001-0000
	 	Leon Durham 1947 DB Y-1/99,
George Peake 1964 DB 73/587
	 	 	 	SJ Timberland
	Calhoun
	 	 	11	 	 	3S
	 	10W
	 	 	140.70	 	 	W1/2 OF W1/2. SOLD W 1/2
OF NW 1/4 LYING N OF SR 73
TO MESSICK, ET ALS, IN L/T
115 OF 2003.

	 	n
	 	n
	 	11-3S-10-0000-0002-0000
	 	Leon Durham 1947 DB Y-1/99
	 	 	 	SJ Timberland
	Calhoun
	 	 	14	 	 	3S
	 	10W
	 	 	157.13	 	 	W1/2 OF W1/2

	 	y
	 	n
	 	14-3S-10-0000-0003-0000
	 	Leon Durham 1947 DB Y-1/99
	 	 	 	SJ Timberland
	Calhoun
	 	 	15	 	 	3S
	 	10W
	 	 	620.39	 	 	ALL

	 	y
	 	n
	 	15-3S-10-0000-0001-0000
	 	Leon Durham 1947 DB Y-1/99
	 	 	 	SJ Timberland
	Calhoun
	 	 	16	 	 	3S
	 	10W
	 	 	620.71	 	 	ALL

	 	y
	 	n
	 	16-3S-10-0000-0001-0000
	 	unknown
	 	ORB 116/441
	 	SJ Timberland
	Calhoun
	 	 	17	 	 	3S
	 	10W
	 	 	652.40	 	 	ALL

	 	y
	 	n
	 	17-3S-10-0000-0001-0000
	 	Hunt Oil 1947
	 	 	 	SJ Timberland
	Calhoun
	 	 	18	 	 	3S
	 	10W
	 	 	637.80	 	 	ALL

	 	y
	 	n
	 	18-3S-10-0000-0001-0000
	 	Hunt Oil 1947
	 	 	 	SJ Timberland
	Calhoun
	 	 	19	 	 	3S
	 	10W
	 	 	643.98	 	 	ALL

	 	y
	 	n
	 	19-3S-10-0000-0001-0000
	 	Hunt Oil 1947
	 	 	 	SJ Timberland
	Calhoun
	 	 	20	 	 	3S
	 	10W
	 	 	651.41	 	 	ALL

	 	y
	 	n
	 	20-3S-10-0000-0001-0000
	 	Hunt Oil 1947
	 	 	 	SJ Timberland
	Calhoun
	 	 	21	 	 	3S
	 	10W
	 	 	632.01	 	 	ALL

	 	y
	 	n
	 	21-3S-10-0000-0001-0000
	 	Hunt Oil 1947
	 	 	 	SJ Timberland
	Calhoun
	 	 	22	 	 	3S
	 	10W
	 	 	318.09	 	 	N1/2

	 	y
	 	n
	 	22-3S-10-0000-0001-0000
	 	David Gaskin 1947 DB
Y-1/231, David Gaskin 1947
DB Y-1/265
	 	ORB 116/441(portion)
	 	SJ Timberland
	Calhoun
	 	 	22	 	 	3S
	 	10W
	 	 	276.74	 	 	NE1/4 OF SW1/4, N1/2 OF
SE1/4 OF SW1/4, SW1/4 OF
SE1/4, N1/2 OF SE1/4, AND
W1/2 OF SW1/4

	 	y
	 	n
	 	22-3S-10-0000-0003-0000
	 	Charles Wall 1948 DB
X-1/257, L McMurtray 1950 DB
Z-1/560 Southern Tree Farms
1960 DB 72/129
	 	ORB 116/441
	 	SJ Timberland
	Gulf
	 	 	27	 	 	3S
	 	10W
	 	 	615.50	 	 	S1/2 OF NE1/4 OF NE1/4,
W1/2 OF NE1/4, SE1/4 OF
NE1/4 AND W1/2 AND
SE1/4-LESS 1 ACRE M/L TO
GULF CO. R/W 6/3/65

	 	y
	 	n
	 	01348-000R
	 	0 
	 	 	 	SJ Timberland
	Gulf
	 	 	28	 	 	3S
	 	10W
	 	 	636.22	 	 	ALL

	 	y
	 	n
	 	01350-000R
	 	Hunt Oil 1947
	 	 	 	SJ Timberland






 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTY	 	SECTION	 	TOWNSHIP	 	RANGE	 	ACRES(GIS)	 	DESCRIPTION	 	SMURFIT	 	FDOT	 	PARCEL_NUMBER	 	VESTING DEED	 	JOE_TO_JOE DEED	 	OWNER
	Gulf
	 	 	29	 	 	3S
	 	10W
	 	 	664.44	 	 	ALL

	 	y
	 	n
	 	01351-000R
	 	Hunt Oil 1947
	 	 	 	SJ Timberland
	Gulf
	 	 	30	 	 	3S
	 	10W
	 	 	658.09	 	 	ALL

	 	y
	 	n
	 	01352-000R
	 	Hunt Oil 1947
	 	 	 	SJ Timberland
	Gulf
	 	 	31	 	 	3S
	 	10W
	 	 	653.20	 	 	ALL

	 	y
	 	n
	 	01353-000R
	 	Hunt Oil 1947
	 	 	 	SJ Timberland
	Gulf
	 	 	32	 	 	3S
	 	10W
	 	 	315.63	 	 	N1/2

	 	y
	 	n
	 	01354-000R
	 	Hunt Oil 1947
	 	 	 	SJ Timberland
	Gulf
	 	 	33	 	 	3S
	 	10W
	 	 	479.35	 	 	E1/2 AND NW1/4

	 	y
	 	n
	 	01356-000R
	 	Hunt Oil 1947
	 	 	 	SJ Timberland
	Gulf
	 	 	34	 	 	3S
	 	10W
	 	 	662.91	 	 	ALL

	 	y
	 	n
	 	01358-000R
	 	Hunt Oil 1947
	 	 	 	SJ Timberland
	Gulf
	 	 	6	 	 	4S
	 	10W
	 	 	633.19	 	 	ALL

	 	y
	 	n
	 	01533-000R
	 	Hunt Oil 1947
	 	 	 	SJ Timberland
	Gulf
	 	 	7	 	 	4S
	 	10W
	 	 	615.75	 	 	ALL LESS 6 ACRES IN SR 22

	 	y
	 	y
	 	01534-000R
	 	Hunt Oil 1947
	 	 	 	SJ Timberland
	Gulf
	 	 	8	 	 	4S
	 	10W
	 	 	119.67	 	 	SW1/4 OF NW1/4, W1/2 OF SW1/4
LESS SW1/4 OF SW1/4 OF SW1/4 AND
SE 1/4 OF SE1/4. SOLD SE 1/4 OF
SE 1/4 TO APALACH TIMBERLANDS
LLC L/T 8 OF 2008.

	 	y
	 	n
	 	01536-000R
	 	Hunt Oil 1947
	 	 	 	SJ Timberland
	Gulf
	 	 	16	 	 	4S
	 	10W
	 	 	366.76	 	 	NW1/4 OF NE1/4, S1/2 OF NW1/4,
SW1/4, W1/2 OF SE1/4, SE1/4 OF
SE1/4 LESS 3 ACRES IN SR 71 R/W.
SOLD NW 1/4 OF NE 1/4 TO APALACH
TIMBERLANDS LLC L/T 8 OF 2008.

	 	n
	 	y
	 	01740-000R
	 	Kenney Land Co 1948 DB 19/23
	 	ORB 109/372
	 	SJ Timberland
	Gulf
	 	 	17	 	 	4S
	 	10W
	 	 	354.91	 	 	E1/2 OF NE1/4 AND S1/2 LESS 3 A.
IN SR 22. SOLD NE 1/4 OF NE 1/4
LYING NLY OF SR 22 BEING APPROX
27 AC TO APALACH TIMBERLANDS LLC
L/T 8 OF 2008.

	 	n
	 	y
	 	01741-000R
	 	Hunt Oil 1947
	 	 	 	SJ Timberland
	Gulf
	 	 	18	 	 	4S
	 	10W
	 	 	639.48	 	 	ALL LESS 6 ACRES IN SR 22

	 	n
	 	y
	 	01752-000R
	 	Hunt Oil 1947
	 	 	 	SJ Timberland
	Gulf
	 	 	27	 	 	4S
	 	10W
	 	 	26.54	 	 	THAT PORTION OF THE W1/4 LYING
WESTERLY OF THE CENTER OF A
DRAINAGE DITCH AND SOUTHERLY OF
THE CENTER OF A WOODS ROAD, AS
SHOWN ON A SURVEY PREPARED BY
BUCHANAN & HARPER INC. DATED
12/6/89 & A ROAD R/W AS
DESCRIBED IN DEED: OR 135/807.
1/31/90.

	 	y
	 	n
	 	02464-050R
	 	Farmers Investment 1990 ORB
135/807
	 	 	 	SJ Timberland
	Gulf
	 	 	28	 	 	4S
	 	10W
	 	 	639.73	 	 	ALL OF SEC. LESS THAT PORTION OF
THE N1/4 LYING NORTHERLY OF THE
CENTER OF A WOODS ROAD AND LESS
THAT PORTION OF THE E1/2 LYING
EASTERLY OF THE CENTER OF A
DRAINAGE DITCH AS SHOWN ON A
SURVEY PREPARED BY BUCHANAN &
HARPER INC. DATED 12/6/89 AND A
ROAD R/W DESCRIBED IN DEED OR
135/807, 1/31/90.

	 	y
	 	n
	 	02465-050R
	 	Farmers Investment 1990 ORB
135/807
	 	 	 	SJ Timberland
	Gulf
	 	 	29	 	 	4S
	 	10W
	 	 	629.59	 	 	ALL OF SEC; OR 135/807, 1/31/90.

	 	y
	 	n
	 	02466-000R
	 	Farmers Investment 1990 ORB
135/807
	 	 	 	SJ Timberland
	Gulf
	 	 	30	 	 	4S
	 	10W
	 	 	635.04	 	 	ALL OF SEC.; OR 135/807, 1/31/90.

	 	y
	 	n
	 	02466-001R
	 	Farmers Investment 1990 ORB
135/807
	 	 	 	SJ Timberland
	Gulf
	 	 	31	 	 	4S
	 	10W
	 	 	647.65	 	 	ALL OF SEC.; OR 135/807, 1/31/90.

	 	y
	 	n
	 	02466-002R
	 	Farmers Investment 1990 ORB
135/807
	 	 	 	SJ Timberland
	Gulf
	 	 	32	 	 	4S
	 	10W
	 	 	636.65	 	 	ALL OF SEC.; OR 135/807, 1/31/90.

	 	y
	 	n
	 	02466-003R
	 	Farmers Investment 1990 ORB
135/807
	 	 	 	SJ Timberland
	Gulf
	 	 	33	 	 	4S
	 	10W
	 	 	609.37	 	 	ALL OF SEC. LESS THAT PORTION OF
THE E1/4 LYING EASTERLY AND
NORTHERLY OF THE CENTER OF A
DITCH AS SHOWN ON A SURVEY
PREPARED BY BUCHANAN & HARPER,
DATED 12/6/89 OR 135/807,
1/31/90.

	 	y
	 	n
	 	02467-050R
	 	Farmers Investment 1990 ORB
135/807
	 	 	 	SJ Timberland






 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTY	 	SECTION	 	TOWNSHIP	 	RANGE	 	ACRES(GIS)	 	DESCRIPTION	 	SMURFIT	 	FDOT	 	PARCEL_NUMBER	 	VESTING DEED	 	JOE_TO_JOE DEED	 	OWNER
	Gulf
	 	 	34	 	 	4S
	 	10W
	 	 	99.82	 	 	THAT PORTION OF THE S1/2 OF SAID SEC.
LYING SOUTHERLY OF THE CENTER OF A
DRAINAGE DITCH AND THE EASTERLY
EXTENSION THEREOF, SAID CENTER AND THE
EXTENSION THEREOF BEARING N. 89 DEG. 53
FT, 09 IN. EAST, AS SHOWN ON A SURVEY
PREPARED BY BUCHANAN & HARPER, INC.
DATED 12/6/89, OR 135/807, 1/31/90.

	 	y
	 	n
	 	02468-050R
	 	Farmers Investment 1990
ORB 135/807
	 	 	 	SJ Timberland
	Gulf
	 	 	1	 	 	5S
	 	10W
	 	 	84.42	 	 	S 1/2 OF SW 1/4, OR 129/809, 1/16/89.
DRAINAGE EASEMENT TO GULF CO FOR
HONEYVILLE COMMUNITY CENTER ORB 461-701
L/T 15 OF 2008.

	 	y
	 	n
	 	02666-000R
	 	Farmers Investment 1989
ORB 129/809
	 	 	 	SJ Timberland
	Gulf
	 	 	2	 	 	5S
	 	10W
	 	 	202.09	 	 	S 1/2 OF SE 1/4, E 1/2 OF SW 1/4, SW
1/4 OF SW 1/4, OR 129/809, 1/16/89.

	 	y
	 	n
	 	02689-000R
	 	Farmers Investment 1989
ORB 129/809
	 	 	 	SJ Timberland
	Gulf
	 	 	3	 	 	5S
	 	10W
	 	 	180.36	 	 	ALL OF SEC. LYING SOUTH OF SR 386 FROM
F. I. C. LESS RD. R/W IN CO. RD. 386;
OR 129/809, 1/16/89 & OR 135/807,
1/31/90.

	 	y
	 	y
	 	02690-050R
	 	Farmers Investment 1989
ORB 129/809
	 	 	 	SJ Timberland
	Gulf
	 	 	3	 	 	5S
	 	10W
	 	 	439.26	 	 	PARCEL # 9 FROM FICO FARMS. ORB 135/807.

	 	y
	 	n
	 	02691-000R
	 	Farmers Investment 1990
ORB 135/807
	 	 	 	SJ Timberland
	Gulf
	 	 	4	 	 	5S
	 	10W
	 	 	672.85	 	 	ALL OF SEC. LYING NORTH OF COUNTY RD.
386. LESS RD. R/W IN CO. RD. 386; OR
113/758, 8/8/86; OR 135/807, 1/31/90.

	 	y
	 	n
	 	02690-060R
	 	Farmers Investment 1990
ORB 135/807
	 	 	 	SJ Timberland
	Gulf
	 	 	4	 	 	5S
	 	10W
	 	 	2.18	 	 	5 AC. LYING SOUTH OF SR. 386. ORB
117/40-43 FROM ST. JOE PAPER CO.

	 	y
	 	y
	 	02691-011R
	 	T L James 1986 ORB 113/758
	 	ORB 117/40
	 	SJ Timberland
	Gulf
	 	 	5	 	 	5S
	 	10W
	 	 	624.58	 	 	ALL OF SEC. LESS THAT PART OF THE SE1/4
LYING S. OF THE CENTER OF A DRAINAGE
DITCH AS SHOWN ON A SURVEY PREPARED BY
BUCHANAN & HARPER INC., DATED 12/6/89,
OR 135/807, 1/31/90.

	 	y
	 	 	 	02690-070R
	 	Farmers Investment 1990
ORB 135/807
	 	 	 	SJ Timberland
	Gulf
	 	 	6	 	 	5S
	 	10W
	 	 	640.27	 	 	THAT PORTION OF SEC. 6 LYING E. OF THE
CENTER OF A WOODS ROAD AS SHOWN ON A
SURVEY PREPARED BY BUCHANAN & HARPER
INC. DATED 12/6/89. ALSO THAT PORTION
OF THE NW1/4 LYING N. OF THE CURRENT
BOUNDARY LINE OF SJL&D CO., OR 135/807,
1/31/90. ALSO 255 ACRES AS DESCRIBED IN
THAT CERTAIN DEED FROM MAJOR—GULF,
INC. ETAL , OR 59/784, 12/27/74.

	 	y
	 	n
	 	02690-080R
	 	Major Gulf Inc 1975 ORB
59/784, Farmers
Investment 1990 ORB
135/807
	 	ORB 109/372
	 	SJ Timberland
	Gulf
	 	 	7	 	 	5S
	 	10W
	 	 	307.79	 	 	THAT PORTION OF SEC. 7 LYING EASTERLY
OF THE CENTER OF WOODS ROAD AND
NORTHERLY OF THE CENTER OF A DRAINAGE
DITCH (LITTLE CREEK) AS SHOWN ON A
SURVEY PREPARED BY BUCHANAN & HARPER
INC. DATED 12/6/89, OR 135/807,
1/31/90. ALSO 168.7 ACRES AS DESCRIBED
IN THAT CERTAIN DEED FROM MAJOR—GULF,
INC. ETAL, OR 59/784, 12/27/74.

	 	y
	 	n
	 	02690-090R
	 	Major Gulf Inc 1975 ORB
59/784, Farmers
Investment 1990 ORB
135/807
	 	ORB 109/372
	 	SJ Timberland
	Gulf
	 	 	8	 	 	5S
	 	10W
	 	 	106.61	 	 	106.8 ACRES BEING PARCEL # 14 FROM
FICO. ORB 135/807.

	 	y
	 	n
	 	02690-100R
	 	Farmers Investment 1990
ORB 135/807
	 	 	 	SJ Timberland
	Gulf
	 	 	8	 	 	5S
	 	10W
	 	 	111.61	 	 	ALL OF SECTION 8 LYING SOUTH OF SR.
386. ORB 117/40-43.

	 	y
	 	y
	 	02691-012R
	 	T L James 1986 ORB 113/758
	 	ORB 117/40
	 	SJ Timberland






 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTY	 	SECTION	 	TOWNSHIP	 	RANGE	 	ACRES(GIS)	 	DESCRIPTION	 	SMURFIT	 	FDOT	 	PARCEL_NUMBER	 	VESTING DEED	 	JOE_TO_JOE DEED	 	OWNER
	Gulf
	 	 	9	 	 	5S
	 	10W
	 	 	112.61	 	 	128.7 ACRE PARCEL # 15 FROM FICO.

	 	y
	 	n
	 	02690-110R
	 	Farmers Investment 1990
ORB 135/807
	 	 	 	SJ Timberland
	Gulf
	 	 	9	 	 	5S
	 	10W
	 	 	508.89	 	 	ALL OF SECTION LYING SOUTH OF SR. 386.

	 	y
	 	y
	 	02691-013R
	 	T L James 1986 ORB 113/758
	 	ORB 117/40
	 	SJ Timberland
	Gulf
	 	 	10	 	 	5S
	 	10W
	 	 	653.18	 	 	ALL OF SEC., OR 129/809, 1/16/89.

	 	y
	 	n
	 	02691-006R
	 	Farmers Investment 1989
ORB 129/809
	 	 	 	SJ Timberland
	Gulf
	 	 	11	 	 	5S
	 	10W
	 	 	637.99	 	 	ALL OF SEC., OR 129/809, 1/16/89.

	 	y
	 	n
	 	02691-007R
	 	Farmers Investment 1989
ORB 129/809
	 	 	 	SJ Timberland
	Gulf
	 	 	12	 	 	5S
	 	10W
	 	 	319.74	 	 	W 1/2, NE 1/4 OF NW 1/4 OF SE 1/4, ALSO THAT
CERTAIN TRACT OF LAND BEGINNING AT CENTER OF
SR 71, ON THE N. LINE OF NE 1/4 OF SE 1/4,
AND RUN W. 225 YD.; TH. RUN S. 150 YDS., TH.
RUN DUE E. TO THE SR 71, TH. RUN ALONG THE W.
SIDE OF SR 71, IN A NORTHWESTERLY DIRECTION
TO THE P.O.B. ON THE N. LINE OF THE NE1/4 OF
SE1/4, NW1/4 OF NW1/4 OF SE1/4, OR 129/809.
DONATED 21.272 ACRES IN SE 1/4 ADJ TO SR 71
TO GULF CO IN L/T 14 OF 2004. I BELIEVE THAT
IS ALL WE OWNED IN SE 1/4 BUT I DO NOT HAVE
SURVEY TO CONFIRM. WE HAVE ALL OF THE W 1/2
LEFT. GAVE ACCESS TO GULF CO RUNNING ACROSS
NLY PROPERTY LINE OF PARK 08/22/06 ORB
417-554 WHICH CAN BE FOUND IN 2004 FILE.
DRAINAGE EASEMENT TO GULF CO FOR HONEYVILLE
COMMUNITY CENTER ORB 461-701 L/T 15 OF 2008.

	 	y
	 	n
	 	02692-000R
	 	Farmers Investment 1989
ORB 129/809
	 	 	 	SJ Timberland
	Gulf
	 	 	13	 	 	5S
	 	10W
	 	 	478.29	 	 	W 1/2 AND W 1/2 OF E 1/2, OR 129/809, 1/16/89.

	 	y
	 	n
	 	02733-000R
	 	Jesse Gaskin 1948 DB
19/23, Mitchell 1949,
Farmers Investment 1989
ORB 129/809
	 	 	 	SJ Timberland
	Gulf
	 	 	14	 	 	5S
	 	10W
	 	 	630.90	 	 	ALL OF SEC., OR 129/809, 1/16/89.

	 	y
	 	n
	 	02734-001R
	 	Jesse Gaskin 1948 DB
19/62, Mitchell 1949,
Farmers Investment 1989
ORB 129/809
	 	 	 	SJ Timberland
	Gulf
	 	 	15	 	 	5S
	 	10W
	 	 	652.96	 	 	ALL OF SEC. OR 129/809, 1/16/89.

	 	y
	 	n
	 	02734-002R
	 	Farmers Investment 1989
ORB 129/809
	 	 	 	SJ Timberland
	Gulf
	 	 	16	 	 	5S
	 	10W
	 	 	689.41	 	 	ALL OF SEC. OR 129/809, 1/16/89.

	 	n
	 	n
	 	02734-009R
	 	T L James 1986 ORB 113/758
	 	ORB 117/40
	 	SJ Timberland
	Gulf
	 	 	17	 	 	5S
	 	10W
	 	 	578.35	 	 	ALL OF SECTION LESS .20 AC. OF THE NW1/4 OF
NW1/4 LYING N. OF SR 386. TOOK OUT OF AG AND
SAID BUILDING ON IT FOR 2004. I HAVE
REQUESTED INFO AND TO WHY. PER NOTE FROM DAN
- RESTORED TO AG AND THERE ARE NO BUILDINGS
ON IT FOR 2004, THEY WILL RE-TRIM.

	 	n
	 	y
	 	02734-010R
	 	T L James 1986 ORB 113/758
	 	ORB 117/40
	 	SJ Timberland
	Gulf
	 	 	20	 	 	5S
	 	10W
	 	 	572.52	 	 	ALL OF SECTION.

	 	n
	 	n
	 	02734-013R
	 	T L James 1986 ORB 113/758
	 	ORB 117/40
	 	SJ Timberland
	Gulf
	 	 	21	 	 	5S
	 	10W
	 	 	683.09	 	 	ALL OF SECTION.

	 	n
	 	n
	 	02734-014R
	 	T L James 1986 ORB 113/758
	 	ORB 117/40
	 	SJ Timberland
	Gulf
	 	 	22	 	 	5S
	 	10W
	 	 	638.14	 	 	ALL OF SEC., OR 129/809, 1/16/89.

	 	y
	 	n
	 	02734-005R
	 	Jesse Gaskin 1948 DB
19/62, Mitchell 1949,
Farmers Investment 1989
ORB 129/809
	 	 	 	SJ Timberland
	Gulf
	 	 	23	 	 	5S
	 	10W
	 	 	616.59	 	 	ALL OF SEC. OR 129/809, 1/16/89.

	 	y
	 	n
	 	02734-006R
	 	Jesse Gaskin 1948 DB
19/62, Mitchell 1949,
Farmers Investment 1989
ORB 129/809
	 	 	 	SJ Timberland
	Gulf
	 	 	24	 	 	5S
	 	10W
	 	 	636.38	 	 	ALL OF SEC. OR 129/809, 1/16/89.

	 	y
	 	n
	 	02734-007R
	 	DB 19/62, DB 19/64,
Mitchell 1949, Farmers
Investment 1989 ORB
129/809
	 	 	 	SJ Timberland
	Gulf
	 	 	25	 	 	5S
	 	10W
	 	 	654.43	 	 	ALL OF SEC. OR 129/809, 1/16/89.

	 	y
	 	n
	 	02734-008R
	 	Jesse Gaskin 1948 DB
19/62, Mitchell 1949, ORB
129/809
	 	 	 	SJ Timberland






 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTY	 	SECTION	 	TOWNSHIP	 	RANGE	 	ACRES(GIS)	 	DESCRIPTION	 	SMURFIT	 	FDOT	 	PARCEL_NUMBER	 	VESTING DEED	 	JOE_TO_JOE DEED	 	OWNER
	Gulf
	 	 	26	 	 	5S
	 	10W
	 	 	644.56	 	 	ALL OF SEC., OR
113/758, 8/8/86 &
OR 129/809,
1/16/89.

	 	y
	 	n
	 	02734-015R
	 	T L James 1986 ORB
113/758, Farmers
Investment 1989 ORB
129/809
	 	ORB 117/40
	 	SJ Timberland
	Gulf
	 	 	27	 	 	5S
	 	10W
	 	 	663.74	 	 	ALL OF SECTION.

	 	y
	 	n
	 	02734-016R
	 	T L James 1986 ORB 113/758
	 	ORB 117/40
	 	SJ Timberland
	Gulf
	 	 	28	 	 	5S
	 	10W
	 	 	687.33	 	 	ALL OF SECTION.

	 	n
	 	n
	 	02734-017R
	 	T L James 1986 ORB 113/758
	 	ORB 117/40
	 	SJ Timberland
	Gulf
	 	 	29	 	 	5S
	 	10W
	 	 	548.55	 	 	ALL OF SECTION.

	 	n
	 	n
	 	02734-018R
	 	T L James 1986 ORB 113/758
	 	ORB 117/40
	 	SJ Timberland
	Gulf
	 	 	31	 	 	5S
	 	10W
	 	 	636.28	 	 	ALL

	 	y
	 	n
	 	02737-000R
	 	Fred Van Eck 1961
	 	ORB 109/732
	 	SJ Timberland
	Gulf
	 	 	32	 	 	5S
	 	10W
	 	 	637.70	 	 	ALL

	 	y
	 	n
	 	02738-000R
	 	Fred Van Eck 1961
	 	ORB 109/732
	 	SJ Timberland
	Gulf
	 	 	33	 	 	5S
	 	10W
	 	 	638.04	 	 	ALL OF SECTIONS 33,
34, 35 AND 36, T5S,
R10W. BEING 640.96
AC. IN SECT. 33,
640.80 AC. IN SECT.
34, 640.64 AC. IN
SECT. 35 AND 637.12
AC. IN SECT. 36.

	 	y
	 	n
	 	02735-000R
	 	T L James 1986 ORB 113/758
	 	ORB 117/40
	 	SJ Timberland
	Gulf
	 	 	34	 	 	5S
	 	10W
	 	 	626.27	 	 	ALL OF SECTIONS 33,
34, 35 AND 36, T5S,
R10W. BEING 640.96
AC. IN SECT. 33,
640.80 AC. IN SECT.
34, 640.64 AC. IN
SECT. 35 AND 637.12
AC. IN SECT. 36.

	 	y
	 	n
	 	02735-000R
	 	T L James 1986 ORB 113/758
	 	ORB 117/40
	 	SJ Timberland
	Gulf
	 	 	35	 	 	5S
	 	10W
	 	 	661.75	 	 	ALL OF SECTIONS 33,
34, 35 AND 36, T5S,
R10W. BEING 640.96
AC. IN SECT. 33,
640.80 AC. IN SECT.
34, 640.64 AC. IN
SECT. 35 AND 637.12
AC. IN SECT. 36.

	 	y
	 	n
	 	02735-000R
	 	T L James 1986 ORB 113/758
	 	ORB 117/40
	 	SJ Timberland
	Gulf
	 	 	36	 	 	5S
	 	10W
	 	 	645.70	 	 	ALL OF SECTIONS 33,
34, 35 AND 36, T5S,
R10W. BEING 640.96
AC. IN SECT. 33,
640.80 AC. IN SECT.
34, 640.64 AC. IN
SECT. 35 AND 637.12
AC. IN SECT. 36.

	 	y
	 	n
	 	02735-000R
	 	T L James 1986 ORB 113/758
	 	ORB 117/40
	 	SJ Timberland
	Gulf
	 	 	1	 	 	6S
	 	10W
	 	 	708.30	 	 	ALL

	 	y
	 	n
	 	02739-000R
	 	Maritime Land deed,
Woodstock Lumber deed,
Raymond Smith trustee
deed
	 	 	 	SJ Timberland
	Gulf
	 	 	2	 	 	6S
	 	10W
	 	 	688.80	 	 	ALL

	 	y
	 	n
	 	02740-000R
	 	Maritime Land deed,
Woodstock Lumber deed,
Raymond Smith trustee
deed
	 	 	 	SJ Timberland
	Gulf
	 	 	3	 	 	6S
	 	10W
	 	 	659.09	 	 	ALL

	 	y
	 	n
	 	02741-000R
	 	Maritime Land deed,
Woodstock Lumber deed,
Raymond Smith trustee
deed
	 	 	 	SJ Timberland
	Gulf
	 	 	4	 	 	6S
	 	10W
	 	 	655.61	 	 	ALL

	 	y
	 	n
	 	02742-000R
	 	Maritime Land deed,
Woodstock Lumber deed,
Raymond Smith trustee
deed
	 	 	 	SJ Timberland
	Gulf
	 	 	5	 	 	6S
	 	10W
	 	 	652.36	 	 	ALL

	 	y
	 	n
	 	02743-000R
	 	Maritime Land deed,
Woodstock Lumber deed,
Raymond Smith trustee
deed
	 	 	 	SJ Timberland
	Gulf
	 	 	6	 	 	6S
	 	10W
	 	 	643.06	 	 	ALL

	 	y
	 	n
	 	02744-000R
	 	Maritime Land deed,
Woodstock Lumber deed,
Raymond Smith trustee
deed
	 	 	 	SJ Timberland
	Gulf
	 	 	7	 	 	6S
	 	10W
	 	 	666.11	 	 	ALL

	 	y
	 	n
	 	02745-000R
	 	Maritime Land deed,
Woodstock Lumber deed,
Raymond Smith trustee
deed
	 	 	 	SJ Timberland
	Gulf
	 	 	8	 	 	6S
	 	10W
	 	 	666.51	 	 	ALL

	 	y
	 	n
	 	02746-000R
	 	Maritime Land deed,
Woodstock Lumber deed,
Raymond Smith trustee
deed
	 	 	 	SJ Timberland
	Gulf
	 	 	9	 	 	6S
	 	10W
	 	 	631.49	 	 	ALL

	 	y
	 	n
	 	02747-000R
	 	Maritime Land deed,
Woodstock Lumber deed,
Raymond Smith trustee
deed
	 	 	 	SJ Timberland
	Gulf
	 	 	10	 	 	6S
	 	10W
	 	 	646.35	 	 	ALL

	 	y
	 	n
	 	02748-000R
	 	Maritime Land deed,
Woodstock Lumber deed,
Raymond Smith trustee
deed
	 	 	 	SJ Timberland
	Gulf
	 	 	11	 	 	6S
	 	10W
	 	 	636.80	 	 	ALL

	 	y
	 	n
	 	02749-000R
	 	Maritime Land deed,
Woodstock Lumber deed,
Raymond Smith trustee
deed
	 	 	 	SJ Timberland
	Gulf
	 	 	12	 	 	6S
	 	10W
	 	 	673.89	 	 	ALL

	 	y
	 	n
	 	02750-000R
	 	Maritime Land deed,
Woodstock Lumber deed,
Raymond Smith trustee
deed
	 	 	 	SJ Timberland
	Gulf
	 	 	13	 	 	6S
	 	10W
	 	 	692.05	 	 	ALL

	 	y
	 	n
	 	02751-000R
	 	Maritime Land deed,
Woodstock Lumber deed,
Raymond Smith trustee
deed
	 	 	 	SJ Timberland
	Gulf
	 	 	14	 	 	6S
	 	10W
	 	 	653.49	 	 	ALL

	 	y
	 	n
	 	02752-000R
	 	Maritime Land deed,
Woodstock Lumber deed,
Raymond Smith trustee
deed
	 	 	 	SJ Timberland






 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTY	 	SECTION	 	TOWNSHIP	 	RANGE	 	ACRES(GIS)	 	DESCRIPTION	 	SMURFIT	 	FDOT	 	PARCEL_NUMBER	 	VESTING DEED	 	JOE_TO_JOE DEED	 	OWNER
	Gulf
	 	 	15	 	 	6S
	 	10W
	 	 	653.23	 	 	ALL

	 	y
	 	n
	 	02753-000R
	 	Maritime Land deed,
Woodstock Lumber deed,
Raymond Smith trustee
deed
	 	 	 	SJ Timberland
	Gulf
	 	 	16	 	 	6S
	 	10W
	 	 	611.59	 	 	ALL

	 	y
	 	n
	 	02754-000R
	 	Board of Education 1941
	 	ORB 109/372
	 	SJ Timberland
	Gulf
	 	 	17	 	 	6S
	 	10W
	 	 	665.61	 	 	ALL

	 	y
	 	n
	 	02755-000R
	 	Maritime Land deed,
Woodstock Lumber deed,
Raymond Smith trustee
deed
	 	 	 	SJ Timberland
	Gulf
	 	 	18	 	 	6S
	 	10W
	 	 	659.01	 	 	ALL

	 	y
	 	n
	 	02756-000R
	 	Maritime Land deed,
Woodstock Lumber deed,
Raymond Smith trustee
deed
	 	 	 	SJ Timberland
	Gulf
	 	 	19	 	 	6S
	 	10W
	 	 	639.94	 	 	ALL

	 	y
	 	n
	 	02757-000R
	 	Maritime Land deed,
Woodstock Lumber deed,
Raymond Smith trustee
deed
	 	 	 	SJ Timberland
	Gulf
	 	 	20	 	 	6S
	 	10W
	 	 	644.27	 	 	ALL

	 	y
	 	n
	 	02758-000R
	 	Maritime Land deed,
Woodstock Lumber deed,
Raymond Smith trustee
deed
	 	 	 	SJ Timberland
	Gulf
	 	 	21	 	 	6S
	 	10W
	 	 	605.99	 	 	ALL

	 	y
	 	n
	 	02759-000R
	 	Maritime Land deed,
Woodstock Lumber deed,
Raymond Smith trustee
deed
	 	 	 	SJ Timberland
	Gulf
	 	 	22	 	 	6S
	 	10W
	 	 	634.19	 	 	ALL

	 	y
	 	n
	 	02760-000R
	 	Maritime Land deed,
Woodstock Lumber deed,
Raymond Smith trustee
deed
	 	 	 	SJ Timberland
	Gulf
	 	 	23	 	 	6S
	 	10W
	 	 	639.55	 	 	ALL

	 	y
	 	n
	 	02761-000R
	 	Maritime Land deed,
Woodstock Lumber deed,
Raymond Smith trustee
deed
	 	 	 	SJ Timberland
	Gulf
	 	 	24	 	 	6S
	 	10W
	 	 	651.29	 	 	ALL west of hwy 71

	 	y
	 	y
	 	02762-000R
	 	DB 25/282, Maritime
Land deed, Woodstock
Lumber deed, Raymond
Smith trustee deed
	 	 	 	SJ Timberland
	Gulf
	 	 	25	 	 	6S
	 	10W
	 	 	439.85	 	 	ALL LESS 27 ACRES IN SR 71/ALSO
LESS PARCEL SOLD TO ROSA
WHITEFIELD PARRISH -LAND LINE
ADJUSTMENT- DESCRIBED AS. BEGIN
NEC SECT. 25, RUN SOUTH 470.2F
FOR POB. CONTINUE S. ALONG
SECTION LINE 618.5F, TH. N. 63
DEGS. 57 MINS. W. 286.6F, N. 27
DEGS. 42 MIN. E. 555.7F TO
P.O.B.—1.83 AC. SOLD 2.066
ACRES PARCEL LOCATED 1000’ WLY
OFF SR 71 ALONG ELECTRIC POWER
EASEMENT TO FORESITE FOR ALLTEL
TOWER SITE L/T 206 OF 2004.
west of hwy 71

	 	y
	 	y
	 	02763-000R
	 	DB 25/282, DB 25/278
Maritime Land deed,
Woodstock Lumber deed,
Raymond Smith trustee
deed
	 	 	 	SJ Timberland
	Gulf
	 	 	26	 	 	6S
	 	10W
	 	 	647.41	 	 	ALL

	 	y
	 	n
	 	02764-000R
	 	Maritime Land deed,
Woodstock Lumber deed,
Raymond Smith trustee
deed
	 	 	 	SJ Timberland
	Gulf
	 	 	27	 	 	6S
	 	10W
	 	 	643.74	 	 	ALL

	 	y
	 	n
	 	02765-000R
	 	Maritime Land deed,
Woodstock Lumber deed,
Raymond Smith trustee
deed
	 	 	 	SJ Timberland
	Gulf
	 	 	28	 	 	6S
	 	10W
	 	 	623.25	 	 	ALL

	 	y
	 	n
	 	02766-000R
	 	Maritime Land deed,
Woodstock Lumber deed,
Raymond Smith trustee
deed
	 	 	 	SJ Timberland
	Gulf
	 	 	29	 	 	6S
	 	10W
	 	 	646.98	 	 	ALL

	 	y
	 	n
	 	02767-000R
	 	Maritime Land deed,
Woodstock Lumber deed,
Raymond Smith trustee
deed
	 	 	 	SJ Timberland
	Gulf
	 	 	30	 	 	6S
	 	10W
	 	 	641.83	 	 	ALL

	 	y
	 	n
	 	02768-000R
	 	Maritime Land deed,
Woodstock Lumber deed,
Raymond Smith trustee
deed
	 	 	 	SJ Timberland
	Gulf
	 	 	31	 	 	6S
	 	10W
	 	 	627.06	 	 	ALL LESS 32.79 ACRES IN US CANAL

	 	y
	 	n
	 	02769-000R
	 	Maritime Land deed,
Woodstock Lumber deed,
Raymond Smith trustee
deed
	 	 	 	SJ Timberland
	Gulf
	 	 	32	 	 	6S
	 	10W
	 	 	645.87	 	 	ALL

	 	y
	 	n
	 	02770-000R
	 	Maritime Land deed,
Woodstock Lumber deed,
Raymond Smith trustee
deed
	 	 	 	SJ Timberland
	Gulf
	 	 	33	 	 	6S
	 	10W
	 	 	622.01	 	 	ALL

	 	y
	 	n
	 	02771-000R
	 	Maritime Land deed,
Woodstock Lumber deed,
Raymond Smith trustee
deed
	 	 	 	SJ Timberland
	Gulf
	 	 	34	 	 	6S
	 	10W
	 	 	647.23	 	 	ALL

	 	y
	 	n
	 	02772-000R
	 	Maritime Land deed,
Woodstock Lumber deed,
Raymond Smith trustee
deed
	 	 	 	SJ Timberland






 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTY	 	SECTION	 	TOWNSHIP	 	RANGE	 	ACRES(GIS)	 	DESCRIPTION	 	SMURFIT	 	FDOT	 	PARCEL_NUMBER	 	VESTING DEED	 	JOE_TO_JOE DEED	 	OWNER
	Gulf
	 	 	35	 	 	6S
	 	10W
	 	 	649.86	 	 	ALL LESS .50 ACRES IN SR 71 west of hwy 71

	 	y
	 	y
	 	02773-000R
	 	Maritime Land deed,
Woodstock Lumber
deed, Raymond Smith
trustee deed
	 	 	 	SJ Timberland
	Gulf
	 	 	36	 	 	6S
	 	10W
	 	 	120.40	 	 	ALL LESS 27 AC. IN SR71 & LESS 10.01 AC.
IN S-387, DB 25, PG. 488 9/7/54. west of
hwy 71

	 	y
	 	y
	 	02774-000R
	 	DB 25/488, Maritime
Land deed,
Woodstock Lumber
deed, Raymond Smith
trustee deed
	 	 	 	SJ Timberland
	Gulf
	 	 	2	 	 	7S
	 	10W
	 	 	458.65	 	 	ALL LESS 27 ACRES IN SR 71 AND LESS 11
ACRES IN TOWER SITE west of hwy 71

	 	y
	 	y
	 	02777-000R
	 	Maritime Land deed,
Woodstock Lumber
deed, Raymond Smith
trustee deed
	 	 	 	SJ Timberland
	Gulf
	 	 	3	 	 	7S
	 	10W
	 	 	655.37	 	 	ALL

	 	y
	 	n
	 	02778-000R
	 	Maritime Land deed,
Woodstock Lumber
deed, Raymond Smith
trustee deed
	 	 	 	SJ Timberland
	Gulf
	 	 	4	 	 	7S
	 	10W
	 	 	639.24	 	 	ALL

	 	y
	 	n
	 	02779-000R
	 	Maritime Land deed,
Woodstock Lumber
deed, Raymond Smith
trustee deed
	 	 	 	SJ Timberland
	Gulf
	 	 	5	 	 	7S
	 	10W
	 	 	656.14	 	 	ALL LESS 24.80 ACRES IN US CANEL

	 	y
	 	n
	 	02780-000R
	 	Maritime Land deed,
Woodstock Lumber
deed, Raymond Smith
trustee deed
	 	 	 	SJ Timberland
	Gulf
	 	 	6	 	 	7S
	 	10W
	 	 	620.19	 	 	ALL LESS 61.81 ACRES IN US CANAL

	 	y
	 	n
	 	02781-000R
	 	Maritime Land deed,
Woodstock Lumber
deed, Raymond Smith
trustee deed
	 	 	 	SJ Timberland
	Gulf
	 	 	7	 	 	7S
	 	10W
	 	 	671.40	 	 	ALL

	 	y
	 	n
	 	02782-000R
	 	Maritime Land deed,
Woodstock Lumber
deed, Raymond Smith
trustee deed
	 	 	 	SJ Timberland
	Gulf
	 	 	8	 	 	7S
	 	10W
	 	 	79.05	 	 	ALL LESS 45.65 ACRES IN U.S. CANAL AND
THAT PORTION SOUTH OF U.S. CANAL SECTION
8, TOWNSHIP 7S, RANGE 10W.

	 	y
	 	n
	 	02783-050R
	 	Gulf County 1968
ORB 36/329,
Maritime Land deed,
Woodstock Lumber
deed, Raymond Smith
trustee deed
	 	ORB 109/390
	 	SJ Timberland
	Gulf
	 	 	9	 	 	7S
	 	10W
	 	 	311.04	 	 	ALL LESS 64.56 ACRES IN U.S. CANAL AND
LESS THAT PORTION LYING SOUTHERLY OF U.S.
INTRACOASTAL CANAL, SECTION 9, TOWNSHIP
7S, RANGE 10W.

	 	n
	 	n
	 	02784-060R
	 	Gulf County 1968
ORB 36/329,
Maritime Land deed,
Woodstock Lumber
deed, Raymond Smith
trustee deed
	 	ORB 109/390
	 	SJ Timberland
	Gulf
	 	 	10	 	 	7S
	 	10W
	 	 	569.43	 	 	ALL LESS SE1/4 OF SE1/4 N. OF US CANAL
-32.51 ACRES- AND LESS 56.41 ACRES IN US
CANAL AND .50 ACRES IN SR 71 & LESS 2.75
AC. TO GULF CO., OR 88, PG. 1019, 4/8/82.

	 	n
	 	n
	 	02785-000R
	 	Maritime Land deed,
Woodstock Lumber
deed, Raymond Smith
trustee deed
	 	 	 	SJ Timberland
	Gulf
	 	 	14	 	 	7S
	 	10W
	 	 	240.31	 	 	ALL OF SEC., EX. E1/2 OF NW1/4 AND EX.
THAT PART W1/2 OF NW1/4 LYING S. OF U.S.
CANAL LESS S. 800 FT. THEREOF S. 800 FT.
OF SE1/4 OF NW1/4 EX. 95 AC. IN RW U.S.
CANAL, & 4.94 AC. IN U.S. CANAL, LESS .25
AC. IN SR 71, LESS .08 AC. TO THE STATE
OF FLORIDA, 1/6/89. SOLD PARCEL IN NE 1/4
N OF STEBLE RD TO THOMAS IN L/T 157 OF
2003. less water ditch st joe forest
products 1996 orb 189/883

	 	y
	 	 	 	02939-000R
	 	Oscar Roberts 1952
DB 22/220, Maritime
Land deed,
Woodstock Lumber
deed, Raymond Smith
trustee deed
	 	 	 	SJ Timberland






 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTY	 	SECTION	 	TOWNSHIP	 	RANGE	 	ACRES(GIS)	 	DESCRIPTION	 	SMURFIT	 	FDOT	 	PARCEL_NUMBER	 	VESTING DEED	 	JOE_TO_JOE DEED	 	OWNER
	Gulf
	 	 	15	 	 	7S
	 	10W
	 	 	295.66	 	 	ALL EXCEPT NE1/4 OF NE1/4 OF SW1/4 LESS
8 ACRES IN SR 71 AND LESS 5.93 ACRES IN
US CANAL AND LESS ALL OF NE1/4 OF NE1/4
LYING NORTH OF CANAL AND WEST OF SR 71
-.61 AC. -, LESS 5.19 AC. TO THE STATE
OF FLORIDA 1/6/89. 47.337 ACRES LOCATED
BTWN SR 71 ON THE WEST & IMPROVED WOODS
ROAD ON THE EAST IN S 1/2 OF SECTION
SOLD TO CUMBIE L/T 67 OF 2004. north of
hwy 71

	 	n
	 	y
	 	02973-003R
	 	Maritime Land deed,
Woodstock Lumber
deed, Raymond Smith
trustee deed
	 	 	 	SJ Timberland
	Gulf
	 	 	20	 	 	7S
	 	10W
	 	 	72.17	 	 	ALL LESS 2 ACRES IN 66 FEET R/W IN SR
71 AND LESS 10.71 ACRES IN 100 FT. R/W
IN SR 382, DB 3, PG. 401, 6/23/60 AND
LESS THAT PORTION NORTHERLY OF S.R. 382
R/W, DB 3, PG. 401, 6/23/60. SECTION
20, TOWNSHIP 7S, RANGE 10W.

	 	n
	 	y
	 	02978-050R
	 	Gulf County 1968
ORB 36/329,
Maritime Land deed,
Woodstock Lumber
deed, Raymond Smith
trustee deed
	 	 	 	SJ Timberland
	Gulf
	 	 	21	 	 	7S
	 	10W
	 	 	611.29	 	 	ALL LESS 8 AC. IN SR 71 & LESS 2.55 AC.
IN SR 382, DB 3, PG. 401, 6/23/60. less
water ditch st joe forest products 1996
orb 189/883

	 	n
	 	y
	 	02979-000R
	 	Maritime Land deed,
Woodstock Lumber
deed, Raymond Smith
trustee deed
	 	 	 	SJ Timberland
	Gulf
	 	 	22	 	 	7S
	 	10W
	 	 	616.30	 	 	ALL less water ditch st joe forest
products 1996 orb 189/883

	 	y
	 	n
	 	02980-000
	 	Maritime Land deed,
Woodstock Lumber
deed, Raymond Smith
trustee deed
	 	 	 	SJ Timberland
	Gulf
	 	 	23	 	 	7S
	 	10W
	 	 	38.36	 	 	ALL LESS 60.65 ACRES IN US CANAL AND
LESS 17.45 ACRES IN S1/2 TO FPC

	 	y
	 	n
	 	02982-000R
	 	Maritime Land deed,
Woodstock Lumber
deed, Raymond Smith
trustee deed
	 	 	 	SJ Timberland
	Gulf
	 	 	27	 	 	7S
	 	10W
	 	 	228.62	 	 	ALL LESS 25.14 ACRES THRU SECTION TO FPC

	 	y
	 	n
	 	02988-000R
	 	Maritime Land deed,
Woodstock Lumber
deed, Raymond Smith
trustee deed
	 	 	 	SJ Timberland
	Gulf
	 	 	28	 	 	7S
	 	10W
	 	 	607.11	 	 	ALL LESS 12.69 ACRES IN NE1/4 OF SE1/4
AND IN S1/2 OF SE1/4 AND IN SE1/4 OF
SW1/4 TO FPC less water ditch st joe
forest products 1996 orb 189/883

	 	y
	 	n
	 	02990-000R
	 	Maritime Land deed,
Woodstock Lumber
deed, Raymond Smith
trustee deed
	 	 	 	SJ Timberland
	Gulf
	 	 	29	 	 	7S
	 	10W
	 	 	549.21	 	 	ALL LESS 7 ACRES IN SR 71 AND LESS 3.03
ACRES IN SR 382, DB 3, PG. 401, AND
LESS THAT PORTION NORTHERLY OF S.R. 382
R/W. SECTION 29, TOWNSHIP 7S, RANGE
10W. less water ditch st joe forest
products 1996 orb 189/883

	 	n
	 	n
	 	02992-050R
	 	Maritime Land deed,
Woodstock Lumber
deed, Raymond Smith
trustee deed
	 	 	 	SJ Timberland
	Gulf
	 	 	30	 	 	7S
	 	10W
	 	 	162.24	 	 	ALL THAT PORTION LYING SOUTH OF SR 382.
less water ditch st joe forest products
1996 orb 189/883

	 	n
	 	y
	 	02993-050R
	 	Maritime Land deed,
Woodstock Lumber
deed, Raymond Smith
trustee deed
	 	 	 	SJ Timberland
	Calhoun
	 	 	24	 	 	2S
	 	11W
	 	 	323.72	 	 	ALL

	 	y
	 	n
	 	24-2S-11-0000-0001-0000
	 	DB Z-1/512
	 	ORB 116/441
	 	SJ Timberland
	Calhoun
	 	 	25	 	 	2S
	 	11W
	 	 	653.17	 	 	ALL

	 	y
	 	n
	 	25-2S-11-0000-0001-0000
	 	DB Z-1/512
	 	ORB 116/441
	 	SJ Timberland
	Calhoun
	 	 	26	 	 	2S
	 	11W
	 	 	646.19	 	 	ALL

	 	y
	 	n
	 	26-2S-11-0000-0001-0000
	 	Hunt Oil 1947
	 	 	 	SJ Timberland
	Calhoun
	 	 	27	 	 	2S
	 	11W
	 	 	78.84	 	 	E1/2 OF SE1/4

	 	y
	 	n
	 	27-2S-11-0000-0002-0000
	 	Hunt Oil 1947
	 	 	 	SJ Timberland
	Calhoun
	 	 	35	 	 	2S
	 	11W
	 	 	643.56	 	 	ALL

	 	y
	 	n
	 	35-2S-11-0000-0001-0000
	 	unknown
	 	ORB 116/441
	 	SJ Timberland
	Calhoun
	 	 	36	 	 	2S
	 	11W
	 	 	647.03	 	 	ALL

	 	y
	 	n
	 	36-2S-11-0000-0001-0000
	 	unknown
	 	ORB 116/441
	 	SJ Timberland
	Calhoun
	 	 	1	 	 	3S
	 	11W
	 	 	640.54	 	 	ALL

	 	y
	 	n
	 	01-3S-11-0000-0001-0000
	 	unknown
	 	ORB 116/441
	 	SJ Timberland
	Calhoun
	 	 	2	 	 	3S
	 	11W
	 	 	647.20	 	 	ALL

	 	y
	 	n
	 	02-3S-11-0000-0001-0000
	 	unknown
	 	ORB 116/441
	 	SJ Timberland
	Calhoun
	 	 	11	 	 	3S
	 	11W
	 	 	640.20	 	 	ALL

	 	y
	 	n
	 	11-3S-11-0000-0001-0000
	 	unknown
	 	ORB 116/441
	 	SJ Timberland
	Calhoun
	 	 	12	 	 	3S
	 	11W
	 	 	635.43	 	 	ALL

	 	y
	 	n
	 	12-3S-11-0000-0001-0000
	 	unknown
	 	ORB 116/441
	 	SJ Timberland
	Calhoun
	 	 	13	 	 	3S
	 	11W
	 	 	643.84	 	 	ALL

	 	y
	 	n
	 	13-3S-11-0000-0001-0000
	 	unknown
	 	ORB 116/441
	 	SJ Timberland






 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTY	 	SECTION	 	TOWNSHIP	 	RANGE	 	ACRES(GIS)	 	DESCRIPTION	 	SMURFIT	 	FDOT	 	PARCEL_NUMBER	 	VESTING DEED	 	JOE_TO_JOE DEED	 	OWNER
	Calhoun
	 	 	14	 	 	3S
	 	11W
	 	 	645.03	 	 	ALL

	 	y
	 	n
	 	14-3S-11-0000-0001-0000
	 	unknown
	 	ORB 116/441
	 	SJ Timberland
	Calhoun
	 	 	23	 	 	3S
	 	11W
	 	 	659.98	 	 	ALL

	 	y
	 	n
	 	23-3S-11-0000-0001-0000
	 	unknown
	 	ORB 116/441
	 	SJ Timberland
	Calhoun
	 	 	24	 	 	3S
	 	11W
	 	 	646.18	 	 	ALL

	 	y
	 	n
	 	24-3S-11-0000-0001-0000
	 	unknown
	 	ORB 116/441
	 	SJ Timberland
	Gulf
	 	 	1	 	 	4S
	 	11W
	 	 	649.92	 	 	ALL

	 	y
	 	n
	 	03262-000R
	 	Hunt Oil 1947
	 	 	 	SJ Timberland
	Gulf
	 	 	2	 	 	4S
	 	11W
	 	 	649.21	 	 	ALL

	 	y
	 	n
	 	03263-000R
	 	Hunt Oil 1947
	 	 	 	SJ Timberland
	Gulf
	 	 	3	 	 	4S
	 	11W
	 	 	648.48	 	 	ALL

	 	y
	 	n
	 	03264-000R
	 	Hunt Oil 1947
	 	 	 	SJ Timberland
	Gulf
	 	 	4	 	 	4S
	 	11W
	 	 	635.89	 	 	ALL

	 	y
	 	n
	 	03265-000R
	 	Hunt Oil 1947
	 	 	 	SJ Timberland
	Gulf
	 	 	5	 	 	4S
	 	11W
	 	 	638.28	 	 	ALL

	 	y
	 	n
	 	03266-000R
	 	Hunt Oil 1947, Mitchell 1949
	 	 	 	SJ Timberland
	Gulf
	 	 	6	 	 	4S
	 	11W
	 	 	636.59	 	 	ALL

	 	y
	 	n
	 	03267-000R
	 	Blount &Saunders 1948
	 	ORB 109/372
	 	SJ Timberland
	Gulf
	 	 	7	 	 	4S
	 	11W
	 	 	644.81	 	 	ALL

	 	y
	 	n
	 	03268-000R
	 	Blount &Saunders 1948
	 	ORB 109/372
	 	SJ Timberland
	Gulf
	 	 	8	 	 	4S
	 	11W
	 	 	630.18	 	 	ALL

	 	y
	 	n
	 	03269-000R
	 	Mitchell 1949
	 	 	 	SJ Timberland
	Gulf
	 	 	9	 	 	4S
	 	11W
	 	 	628.78	 	 	ALL

	 	y
	 	n
	 	03270-000R
	 	Mitchell 1949
	 	 	 	SJ Timberland
	Gulf
	 	 	10	 	 	4S
	 	11W
	 	 	637.82	 	 	ALL LESS 3 ACRES IN SR 22

	 	y
	 	y
	 	03271-000R
	 	Hunt Oil 1947
	 	 	 	SJ Timberland
	Gulf
	 	 	11	 	 	4S
	 	11W
	 	 	609.35	 	 	ALL LESS 13 AC. IN SR 22 & LESS 1.19
AC. IN CO. RD. R/W, DB 34, PG. 465,
12/8/58.

	 	y
	 	y
	 	03272-000R
	 	Hunt Oil 1947
	 	 	 	SJ Timberland
	Gulf
	 	 	12	 	 	4S
	 	11W
	 	 	408.30	 	 	NE1/4, W1/2 OF W1/2, SE1/4 OF SW1/4,
E1/2 OF SE1/4 & SW1/4 OF SE 1/4 LESS 6
AC. IN SR 22 WETAPPO FIRE ST. & LESS
        .75 AC. TO GULF CO., RD. R/W.

	 	y
	 	y
	 	03273-000R
	 	Neal Lumber 1951 DB 21/470,
Hunt Oil 1947
	 	 	 	SJ Timberland
	Gulf
	 	 	14	 	 	4S
	 	11W
	 	 	650.18	 	 	ALL, LESS 8.03 AC. IN CO. RD. R/W, DB
34, PG. 465, 12/8/58.

	 	y
	 	n
	 	03292-000R
	 	Hunt Oil 1947
	 	 	 	SJ Timberland
	Gulf
	 	 	15	 	 	4S
	 	11W
	 	 	610.45	 	 	ALL LESS 9 ACRES IN SR 22

	 	y
	 	y
	 	03293-000R
	 	Hunt Oil 1947
	 	 	 	SJ Timberland
	Gulf
	 	 	16	 	 	4S
	 	11W
	 	 	190.85	 	 	THAT PART SOUTH OF HWY. 22 LESS 2.90
AC IN COUNTY ROAD O.R.59 P. 784 & OR
59 P. 805

	 	y
	 	y
	 	03294-000R
	 	Major Gulf Inc 1975 ORB 59/784
	 	ORB 109/372
	 	SJ Timberland
	Gulf
	 	 	17	 	 	4S
	 	11W
	 	 	257.75	 	 	THAT PART SOUTH OF HWY. 22 OR 59 P. 784

	 	y
	 	y
	 	03295-000R
	 	Major Gulf Inc 1975 ORB 59/784
	 	ORB 109/372
	 	SJ Timberland
	Gulf
	 	 	18	 	 	4S
	 	11W
	 	 	608.77	 	 	ALL EXCEPT 12 ACRES IN SR 22 R/W

	 	y
	 	y
	 	03296-000R
	 	Blount &Saunders 1948
	 	ORB 109/372
	 	SJ Timberland
	Gulf
	 	 	19	 	 	4S
	 	11W
	 	 	612.55	 	 	ALL LESS 2.93 ACRES TO HTG&O

	 	y
	 	y
	 	03297-000R
	 	Blount &Saunders 1948
	 	ORB 109/372
	 	SJ Timberland
	Gulf
	 	 	20	 	 	4S
	 	11W
	 	 	644.84	 	 	ALL OF SECTION LESS 2.50 AC. IN COUNTY
ROAD OR 59 P. 784 & OR 59 P. 805

	 	y
	 	n
	 	03298-000R
	 	Major Gulf Inc 1975 ORB 59/784
	 	ORB 109/372
	 	SJ Timberland
	Gulf
	 	 	21	 	 	4S
	 	11W
	 	 	645.78	 	 	ALL OF SECTION LESS 7.10 AC. IN COUNTY
ROAD OR 59 P. 784 & OR 59 P. 805

	 	y
	 	n
	 	03299-000R
	 	Major Gulf Inc 1975 ORB 59/784
	 	ORB 109/372
	 	SJ Timberland
	Gulf
	 	 	22	 	 	4S
	 	11W
	 	 	641.65	 	 	ALL

	 	y
	 	n
	 	03300-000R
	 	Hunt Oil 1947
	 	 	 	SJ Timberland
	Gulf
	 	 	23	 	 	4S
	 	11W
	 	 	638.05	 	 	ALL LESS .58 AC. IN CO. RD. R/W, DB
34, PG. 465, 12/8/58

	 	n
	 	n
	 	03301-000R
	 	Hunt Oil 1947
	 	 	 	SJ Timberland
	Gulf
	 	 	24	 	 	4S
	 	11W
	 	 	589.53	 	 	ALL LESS 7.58 AC. IN CO. RD. R/W, DB
34, PG. 465, 12/8/58.

	 	y
	 	n
	 	03302-000R
	 	Hunt Oil 1947
	 	 	 	SJ Timberland






 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTY	 	SECTION	 	TOWNSHIP	 	RANGE	 	ACRES(GIS)	 	DESCRIPTION	 	SMURFIT	 	FDOT	 	PARCEL_NUMBER	 	VESTING DEED	 	JOE_TO_JOE DEED	 	OWNER
	Gulf
	 	 	25	 	 	4S
	 	11W
	 	 	559.84	 	 	W1/2 OF E1/2,W1/2,SE1/4 OF SE1/4, LESS
7.60 AC. IN COUNTY RD. OR 59 P. 784 & OR
59 P. 805

	 	y
	 	n
	 	03303-000R
	 	Major Gulf Inc 1975 ORB 59/784
	 	ORB 109/372
	 	SJ Timberland
	Gulf
	 	 	25	 	 	4S
	 	11W
	 	 	108.69	 	 	120 ACRES FROM NEAL LAND AND TIMBER AS
PER L/T 54 OF 1999.
E 1/2 OF NE 1/4 AND THE NE 1/4 OF SE 1/4

	 	n
	 	n
	 	03304-000R
	 	Neal Land & TImber 1999 ORB
233/657
	 	 	 	SJ Timberland
	Gulf
	 	 	26	 	 	4S
	 	11W
	 	 	642.14	 	 	ALL OF SECTION OR 59 P. 784

	 	n
	 	n
	 	03305-000R
	 	Major Gulf Inc 1975 ORB 59/784
	 	ORB 109/372
	 	SJ Timberland
	Gulf
	 	 	27	 	 	4S
	 	11W
	 	 	630.10	 	 	ALL OF SECTION OR 59 P. 784

	 	y
	 	n
	 	03305-001R
	 	Major Gulf Inc 1975 ORB 59/784
	 	ORB 109/372
	 	SJ Timberland
	Gulf
	 	 	28	 	 	4S
	 	11W
	 	 	644.33	 	 	ALL OF SECTION LESS 8.90 AC. IN COUNTY
ROAD OR 59 P. 784 & OR 59 P. 805

	 	y
	 	n
	 	03305-002R
	 	Major Gulf Inc 1975 ORB 59/784
	 	ORB 109/372
	 	SJ Timberland
	Gulf
	 	 	29	 	 	4S
	 	11W
	 	 	637.76	 	 	ALL OF SECTION OR 59 P. 784

	 	y
	 	n
	 	03305-003R
	 	Major Gulf Inc 1975 ORB 59/784
	 	ORB 109/372
	 	SJ Timberland
	Gulf
	 	 	30	 	 	4S
	 	11W
	 	 	607.66	 	 	ALL LESS 6.59 ACRES TO HTG&O

	 	y
	 	y
	 	03308-000R
	 	Blount &Saunders 1948
	 	ORB 109/372
	 	SJ Timberland
	Gulf
	 	 	31	 	 	4S
	 	11W
	 	 	598.35	 	 	ALL LESS 4 ACRES IN SW1/4 OF SW1/4 TO FPC

	 	y
	 	y
	 	03309-000R
	 	Blount &Saunders 1948
	 	ORB 109/372
	 	SJ Timberland
	Gulf
	 	 	32	 	 	4S
	 	11W
	 	 	633.13	 	 	ALL OF SECTION OF 59 P. 784

	 	y
	 	n
	 	03305-004R
	 	Major Gulf Inc 1975 ORB 59/784
	 	ORB 109/372
	 	SJ Timberland
	Gulf
	 	 	33	 	 	4S
	 	11W
	 	 	642.43	 	 	ALL OF SECTION LESS 8.70 AC. IN COUNTY
ROAD OR 59 P. 784 & OR 59 P. 805

	 	y
	 	n
	 	03305-005R
	 	Major Gulf Inc 1975 ORB 59/784
	 	ORB 109/372
	 	SJ Timberland
	Gulf
	 	 	34	 	 	4S
	 	11W
	 	 	631.50	 	 	ALL OF SECTION OR 59 P. 784

	 	y
	 	n
	 	03305-006R
	 	Major Gulf Inc 1975 ORB 59/784
	 	ORB 109/372
	 	SJ Timberland
	Gulf
	 	 	35	 	 	4S
	 	11W
	 	 	641.97	 	 	ALL OF SECTION LESS 3.37 AC. IN COUNTY
ROAD OR 59 P. 784 & OR 59 P. 805

	 	n
	 	n
	 	03305-007R
	 	Major Gulf Inc 1975 ORB 59/784
	 	ORB 109/372
	 	SJ Timberland
	Gulf
	 	 	36	 	 	4S
	 	11W
	 	 	669.25	 	 	ALL OF SECTION LESS 4.20 AC. IN COUNTY
ROAD OR 59 P. 784 & OR 59 P. 805

	 	y
	 	n
	 	03305-008R
	 	Major Gulf Inc 1975 ORB 59/784
	 	ORB 109/372
	 	SJ Timberland
	Gulf
	 	 	1	 	 	5S
	 	11W
	 	 	660.45	 	 	ALL OF SEC. LESS 8.7 AC. IN CO. RD., OR
59, PG. 784 & OR 59, PG. 805, & LESS 35.3
AC. TO FARMERS INVESTMENT CO. & CENTRAL
ARIZONA RANCHING CO.

	 	y
	 	n
	 	03310-001R
	 	Major Gulf Inc 1975 ORB 59/784
	 	ORB 109/372
	 	SJ Timberland
	Gulf
	 	 	2	 	 	5S
	 	11W
	 	 	164.33	 	 	N1/4 OF SECTION OR 59 P. 784

	 	n
	 	n
	 	03310-002R
	 	Major Gulf Inc 1975 ORB 59/784
	 	ORB 109/372
	 	SJ Timberland
	Gulf
	 	 	3	 	 	5S
	 	11W
	 	 	179.17	 	 	N1/4 OF SECTION OR 59 P. 784

	 	y
	 	n
	 	03310-003R
	 	Major Gulf Inc 1975 ORB 59/784
	 	ORB 109/372
	 	SJ Timberland
	Gulf
	 	 	4	 	 	5S
	 	11W
	 	 	176.48	 	 	N1/4 OF SECTION LESS 4.90 AC. IN COUNTY
ROAD OR 59 P. 784 & OR 59 P. 805

	 	y
	 	n
	 	03310-004R
	 	Major Gulf Inc 1975 ORB 59/784
	 	ORB 109/372
	 	SJ Timberland
	Gulf
	 	 	5	 	 	5S
	 	11W
	 	 	607.05	 	 	ALL LESS 10.22 AC. IN FPC R/W & LESS 2.41
AC. IN CO. RD. OR 59 PG. 784 & OR 59 PG.
805 LESS 7.5 AC. TO FARMERS INVESTMENT
CO. & CENTRAL ARIZONA RANCHING CO.

	 	y
	 	y
	 	03312-000R
	 	Major Gulf Inc 1975 ORB 59/784
	 	ORB 109/372
	 	SJ Timberland
	Gulf
	 	 	6	 	 	5S
	 	11W
	 	 	591.32	 	 	ALL LESS 20.56 AC. IN FPC R/W OR 59 P. 784

	 	y
	 	y
	 	03314-000R
	 	Major Gulf Inc 1975 ORB
59/784, J A Amison 1953 DB
24/146, L M Johnson 1953 DB
23/553
	 	ORB 109/372
	 	SJ Timberland
	Gulf
	 	 	7	 	 	5S
	 	11W
	 	 	631.96	 	 	ALL OF SECTION OR 59. P. 784

	 	y
	 	n
	 	03311-005R
	 	Major Gulf Inc 1975 ORB 59/784
	 	ORB 109/372
	 	SJ Timberland






 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTY	 	SECTION	 	TOWNSHIP	 	RANGE	 	ACRES(GIS)	 	DESCRIPTION	 	SMURFIT	 	FDOT	 	PARCEL_NUMBER	 	VESTING DEED	 	JOE_TO_JOE DEED	 	OWNER
	Gulf
	 	 	8	 	 	5S
	 	11W
	 	 	579.69	 	 	ALL LESS 17.40 AC.
IN FPC R/W & LESS
3.20 AC. IN CO. RD.
OR 59 P. 784 & OR
59 P. 805 & LESS
3.6 AC. TO FARMERS
INVESTMENT CO. &
CENTRAL ARIZONA
RANCHING CO.

	 	y
	 	y
	 	03317-000R
	 	Major Gulf Inc 1975 ORB 59/784
	 	ORB 109/372
	 	SJ Timberland
	Gulf
	 	 	12	 	 	5S
	 	11W
	 	 	541.58	 	 	ALL LESS SE1/4 OF
SW1/4 & LESS SW1/4
OF SE1/4 & LESS
13.50 AC. TO
BORDERS IN SE1/4 OF
SE1/4 & LESS 17.70
AC. IN SE1/4 OF
SE1/4, & LESS 8.7
AC. IN CO. RD. OR
59, PG. 784 & OR
59, PG. 805, & LESS
47.08 AC. TO
FARMER’S INVESTMENT
CO. & CENTRAL
ARIZONA RANCHING
CO.

	 	y
	 	n
	 	03321-000R
	 	Major Gulf Inc 1975 ORB 59/784
	 	ORB 109/372
	 	SJ Timberland
	Gulf
	 	 	30	 	 	5S
	 	11W
	 	 	298.37	 	 	FRAC. W1/2 LESS 30
A IN US CANAL &
W1/2 OF NE1/4 LYING
W&S OF INTERC.
CANAL -BRUKHALTER-

	 	y
	 	n
	 	03387-000R
	 	Maritime Land deed, Woodstock
Lumber deed, Raymond Smith
trustee deed, Fred Van Eck
1969 ORB 39/693
	 	 	 	SJ Timberland
	Gulf
	 	 	31	 	 	5S
	 	11W
	 	 	452.49	 	 	NE1/4 OF NE1/4,
SW1/4 OF NE1/4,
W1/2 & W1/2 OF
SE1/4 LESS 12 A IN
US CANAL SOLD NE
1/4 OF NE 1/4 LYING
SOUTH OF WETAPPO
CREEK AND WEST OF
INTRACOASTAL CANAL
(9.56 ACRES) TO
JOHNNY MIZE AS PER
L/T 88 OF 2000(ORB
251/316). ELECTRIC
UTILITY EASEMENT TO
GULF COAST ELECTRIC
COOP 01/13/03 ORB
2227-1261.

	 	y
	 	n
	 	03388-000R
	 	Maritime Land deed, Woodstock
Lumber deed, Raymond Smith
trustee deed
	 	 	 	SJ Timberland
	Gulf
	 	 	32	 	 	5S
	 	11W
	 	 	378.18	 	 	E 1/2, NW 1/4 LESS
20 AC. IN U.S.
CANAL & LESS THAT
PART OF NE 1/4 OF
NW 1/4 & THAT PART
OF NW 1/4 OF NE 1/4
LYING N. OF WETAPPO
CREEK; FINAL
JUDGMENT STYLED ST
JOE VS TIITF CASE
NO. 72-168
RESULTING IN
BOUNDARY LINE
AGREEMENT STATING
MEAN HIGH WATER
LINE AS THE
BOUNDARY LINE &
QUIETING TITLE INTO
ST JOE FOR THE
UPLANDS FILED
08/06/76 IN ORB
66-940 L/T 1976.
LESS 1.22 AC. IN SR
386, OR 77 PG. 380,
3/26/79 & LESS 1.07
AC. IN SR 386, OR
79, PG. 628,
11/30/79; LESS 5.03
AC. TO DAVID L.
TAUNTON DESCRIBED
AS FOLLOWS: BEGIN
AT THE SEC OF THE
NW1/4, TH. RUN N.89
DEG. 29 MIN. 55
SEC. W. ALONG THE
S. LINE OF SAID
NW1/4 OF SECT. 32,
A DISTANCE OF
1666.47’, TH. N. 16
DEG. 06 MIN. 05
SEC. W. A DISTANCE
OF 135.63’, TH. RUN
S. 89 DEG. 29 MIN.
55 SEC. E. A
DISTANCE OF
1707.62’, TH. RUN
S. 01 DEG. 33 MIN.
13 SEC. W. A
DISTANCE OF 130’ TO
THE POINT OF
BEGINNING. LESS
3.92 AC. TO C.R.
SMITH IN A 66’
STRIP OF LAND,
1987. SOLD SMALL
PIECE (ABOUT .06
ACRES) TO JOHNNY
MIZE AS PER L/T 88
OF 2000.

	 	n
	 	n
	 	03400-000R
	 	Maritime Land deed, Woodstock
Lumber deed, Raymond Smith
trustee deed
	 	 	 	SJ Timberland
	Gulf
	 	 	33	 	 	5S
	 	11W
	 	 	197.98	 	 	SW1/4 & N1/2 OF
SE1/4 LESS 9.12 AC.
IN SE1/4 TO FPC &
LESS .75 AC. TO FPC
& LESS 3 AC. IN SR
386 R/W. FINAL
JUDGMENT STYLED ST
JOE VS TIITF CASE
NO. 72-168
RESULTING IN
BOUNDARY LINE
AGREEMENT STATING
MEAN HIGH WATER
LINE AS THE
BOUNDARY LINE &
QUIETING TITLE INTO
ST JOE FOR THE
UPLANDS FILED
08/06/76 IN ORB
66-940 L/T 1976.

	 	n
	 	n
	 	03422-000R
	 	Maritime Land deed, Woodstock
Lumber deed, Raymond Smith
trustee deed
	 	 	 	SJ Timberland
	Gulf
	 	 	35	 	 	5S
	 	11W
	 	 	335.49	 	 	E1/2 AND A 150 FT.
R/W DITCH (6.389
AC.) IN E1/2 OF
NW1/4 AND A 150 FT.
R/W DITCH (.708
AC.) IN NE1/4 OF
NW1/4, WHICH ARE
UNDER A DRAINAGE
EASEMENT AS
OUTLINED IN OR
54/824.

	 	y
	 	n
	 	03463-000R
	 	Fred Van Eck 1961, T L James
1986 ORB 113/758
	 	ORB 117/40
	 	SJ Timberland






 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTY	 	SECTION	 	TOWNSHIP	 	RANGE	 	ACRES(GIS)	 	DESCRIPTION	 	SMURFIT	 	FDOT	 	PARCEL_NUMBER	 	VESTING DEED	 	JOE_TO_JOE DEED	 	OWNER
	Gulf
	 	 	36	 	 	5S
	 	11W
	 	 	629.25	 	 	ALL

	 	y
	 	n
	 	03465-000R
	 	Dave Gaskin 1956 DB
29/249. Fred Van
Eck 1961
	 	ORB 109/372
	 	SJ Timberland
	Gulf
	 	 	1	 	 	6S
	 	11W
	 	 	633.32	 	 	ALL

	 	y
	 	n
	 	03467-000R
	 	Maritime Land deed,
Woodstock Lumber
deed, Raymond Smith
trustee deed
	 	 	 	SJ Timberland
	Gulf
	 	 	2	 	 	6S
	 	11W
	 	 	615.09	 	 	ALL LESS 3 ACRES IN SR 386

	 	y
	 	y
	 	03468-000R
	 	Maritime Land deed,
Woodstock Lumber
deed, Raymond Smith
trustee deed
	 	 	 	SJ Timberland
	Gulf
	 	 	3	 	 	6S
	 	11W
	 	 	362.11	 	 	ALL LESS 15 ACRES IN SR 386
AND LESS 7.23 ACRES TO
HTG&O. FINAL JUDGMENT
STYLED ST JOE VS TIITF CASE
NO. 72-168 RESULTING IN
BOUNDARY LINE AGREEMENT
STATING MEAN HIGH WATER
LINE AS THE BOUNDARY LINE &
QUIETING TITLE INTO ST JOE
FOR THE UPLANDS FILED
08/06/76 IN ORB 66-940 L/T
1976. SOLD PARCEL IN NW 1/4
BETWEEN WETAPPO CREEK & CR
386 ON W SECTION LINE TO
HOLLAND IN L/T 46 OF 2003.
LANDING AT WETAPPO CREEK
PLATTED 11/2003, LOTS 1
THRU 16, 113.06 ACRES.

	 	y
	 	y
	 	03469-000R
	 	Maritime Land deed,
Woodstock Lumber
deed, Raymond Smith
trustee deed
	 	 	 	SJ Timberland
	Gulf
	 	 	4	 	 	6S
	 	11W
	 	 	530.15	 	 	S1/2 OF NE1/4, SE1/4, W1/2
LESS 6 AC. IN SR 386 AND
LESS 12.56 AC. IN N 3/4 OF
W1/2 OF W1/2 TO FPC.

	 	y
	 	n
	 	03473-000R
	 	Maritime Land deed,
Woodstock Lumber
deed, Raymond Smith
trustee deed,
Samuel Patrick 1949
DB 19/535, Florida
Power 1962
	 	 	 	SJ Timberland
	Gulf
	 	 	5	 	 	6S
	 	11W
	 	 	437.36	 	 	E 1/2, E 1/2 OF SW 1/4, SW
1/4 OF SW 1/4 LESS 6 ACRES
IN SR 386 AND LESS 23 ACRES
IN U.S. CANAL AND LESS 9.17
AC. IN S 3/4 OF E 1/2 OF E
1/2 TO FPC LESS 1.22 AC. IN
SR 386 OR 77 PG. 380,
3/26/79, AND LESS .02 AC.
IN SR 386, OR 79 PG. 628,
11/30/79.

	 	y
	 	n
	 	03475-000R
	 	Maritime Land deed,
Woodstock Lumber
deed, Raymond Smith
trustee deed, St
Johns Riverfront
Co. deed
	 	 	 	SJ Timberland
	Gulf
	 	 	7	 	 	6S
	 	11W
	 	 	346.28	 	 	E1/2 OF NE1/4, NE1/4 OF
NW1/4 OF NE1/4 AND S1/2
LESS 54 ACRES IN US CANAL.
THAT PORTION OF NE OF NW OF
NE N OF SHELL RD AND W OF
SOUTH LONG RD SOLD TO C.
GUILFORD IN L/T 51 OF 2003.
THAT PORTION OF NE OF NW OF
NE S OF SHELL RD & W OF
SOUTH LONG RD SOLD TO W.
GUILFORD IN L/T 52 OF 2003.
SOLD PARCEL LOCATED IN NE
NE & NW NE LYING SELY OF S
LONG RD & NWLY OF
INTRACOASTAL WATERWAY TO
LARRY TURNER IN L/T 153 OF
2003. GAVE EASEMENT AKA BIG
BEND DRIVE TO BAY WASH L/T
53 OF 2006.

	 	n
	 	y
	 	03517-000R
	 	Kenney & Byrd 1952
DB 22/215, Maritime
Land deed,
Woodstock Lumber
deed, Raymond Smith
trustee deed, St
Johns Riverfront
Co. deed
	 	 	 	SJ Timberland
	Gulf
	 	 	8	 	 	6S
	 	11W
	 	 	665.61	 	 	ALL LESS 14.04 ACRES IN US
CANAL AND LESS 22 ACRES IN
E1/2 TO FPC

	 	y
	 	n
	 	03518-000R
	 	Maritime Land deed,
Woodstock Lumber
deed, Raymond Smith
trustee deed
	 	 	 	SJ Timberland
	Gulf
	 	 	9	 	 	6S
	 	11W
	 	 	627.06	 	 	ALL

	 	y
	 	n
	 	03521-000R
	 	Maritime Land deed,
Woodstock Lumber
deed, Raymond Smith
trustee deed
	 	 	 	SJ Timberland
	Gulf
	 	 	10	 	 	6S
	 	11W
	 	 	682.20	 	 	ALL LESS 1.66 ACRES TO HTG&O

	 	y
	 	n
	 	03522-000R
	 	Maritime Land deed,
Woodstock Lumber
deed, Raymond Smith
trustee deed
	 	 	 	SJ Timberland
	Gulf
	 	 	11	 	 	6S
	 	11W
	 	 	658.28	 	 	ALL LESS 4.62 ACRES TO HTG&O

	 	y
	 	n
	 	03523-000R
	 	Maritime Land deed,
Woodstock Lumber
deed, Raymond Smith
trustee deed
	 	 	 	SJ Timberland
	Gulf
	 	 	12	 	 	6S
	 	11W
	 	 	663.23	 	 	ALL

	 	y
	 	n
	 	03524-000R
	 	Maritime Land deed,
Woodstock Lumber
deed, Raymond Smith
trustee deed
	 	 	 	SJ Timberland






 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTY	 	SECTION	 	TOWNSHIP	 	RANGE	 	ACRES(GIS)	 	DESCRIPTION	 	SMURFIT	 	FDOT	 	PARCEL_NUMBER	 	VESTING DEED	 	JOE_TO_JOE DEED	 	OWNER
	Gulf
	 	 	13	 	 	6S
	 	11W
	 	 	663.17	 	 	ALL

	 	y
	 	n
	 	03525-000R
	 	Maritime Land deed,
Woodstock Lumber
deed, Raymond Smith
trustee deed
	 	 	 	SJ Timberland
	Gulf
	 	 	14	 	 	6S
	 	11W
	 	 	604.79	 	 	N 1/2, E 1/2 OF SW 1/4, W 1/2 OF NW 1/4 OF
SW 1/4 AND SE 1/4 LESS 2.96 AC. TO HTG&O;
ALSO A 3.44 AC. PARCEL DESCRIBED AS
FOLLOWS: COMMENCE AT THE SWC OF NW 1/4 OF
SW 1/4; TH. S. 90 DEG. 00 FT. 00 IN. E.
ALONG S. LINE OF SAID NW 1/4 OF SW 1/4 A
DISTANCE OF 666.53’ TO THE SWC OF THE E1/2
OF NW1/4 OF SW1/4 OF SECT. 14 AND THE
P.O.B. TH. N. 01 DEG. 33 MIN. 29 SEC. W.
ALONG W. LINE OF SAID E1/2 OF NW1/4 OF
SW1/4, A DISTANCE OF 1332.99’ TO THE N.
LINE OF THE SW1/4 TH. S. 90 DEG. 00 MIN. 00
SEC. E. ALONG SAID N. LINE A DISTANCE OF
666.53’ TO THE NEC OF NW1/4 OF SW1/4, TH.
S. 04 DEG. 33 MIN. 29 SEC. E. ALONG THE E.
LINE OF THE NW1/4 OF THE SW1/4 A DISTANCE
OF 253.43’, TH. N. 90 DEG. 00 MIN. 00 SEC.
W. 586.13’ TO THE EASTERLY R/W LINE OF A
50’ HOUSTON TEXAS GAS & OIL CO. EASEMENT,
TH. S. 04 DEG. 33 MIN. 00 SEC. E. ALONG
SAID EASTERLY R/W LINE A DISTANCE OF
1082.57’ TO THE AFORESAID S. LINE OF THE
NW1/4 OF SW1/4, TH. N. 90 DEG. 00 MIN. 00
SEC. W. ALONG A 3 AC. PARCEL DESCRIBED IN
OR 130/481, 2/27/89, FROM TAUNTON AND LESS
        .09 AC. PARCEL DESCRIBED IN OR 130/482.

	 	y
	 	n
	 	03527-000R
	 	Maritime Land deed,
Woodstock Lumber
deed, Raymond Smith
trustee deed, Ellis
Roberts 1948 DB
19/56. Patrick
1954, Stearns et al
1964, Taunton 1987
ORB 129/947,
Taunton 1989 ORB
130/481
	 	 	 	SJ Timberland
	Gulf
	 	 	15	 	 	6S
	 	11W
	 	 	651.02	 	 	ALL LESS 71.47 ACRES IN US CANAL

	 	y
	 	n
	 	03528-000R
	 	Maritime Land deed,
Woodstock Lumber
deed, Raymond Smith
trustee deed
	 	 	 	SJ Timberland
	Gulf
	 	 	16	 	 	6S
	 	11W
	 	 	619.46	 	 	ALL LESS 63.79 ACRES IN US CANAL

	 	y
	 	n
	 	03529-000R
	 	Maritime Land deed,
Woodstock Lumber
deed, Raymond Smith
trustee deed
	 	 	 	SJ Timberland
	Gulf
	 	 	17	 	 	6S
	 	11W
	 	 	632.17	 	 	ALL LESS 74.13 ACRES IN US CANAL, LESS 7.53
ACRES IN SE1/4 TO FPC AND LESS 12.42 ACRES
IN E1/2 TO FPC

	 	y
	 	n
	 	03530-000R
	 	Maritime Land deed,
Woodstock Lumber
deed, Raymond Smith
trustee deed
	 	 	 	SJ Timberland
	Gulf
	 	 	18	 	 	6S
	 	11W
	 	 	633.76	 	 	ALL LESS 15 ACRES IN SR 386

	 	y
	 	y
	 	03533-000R
	 	Maritime Land deed,
Woodstock Lumber
deed, Raymond Smith
trustee deed
	 	 	 	SJ Timberland
	Gulf
	 	 	19	 	 	6S
	 	11W
	 	 	610.58	 	 	ALL LESS 15 AC. IN SR 386 & LESS .05 AC. IN
SR 386, OR 15, PAGE 815, 9/5/63, LESS 2.64
AC. TO SAM HARMON, OR 106, PAGE 544, 815,
9/5/63, LESS 2.64 AC. TO SAM HARMON, OR
106, PAGE 544, 6/26/85.

	 	y
	 	y
	 	03534-000R
	 	Maritime Land deed,
Woodstock Lumber
deed, Raymond Smith
trustee deed
	 	 	 	SJ Timberland
	Gulf
	 	 	20	 	 	6S
	 	11W
	 	 	654.67	 	 	ALL, LESS 5.56 ACRES IN E1/2 OF NE1/4 TO FPC

	 	y
	 	n
	 	03535-000R
	 	Maritime Land deed,
Woodstock Lumber
deed, Raymond Smith
trustee deed, Gulf
Co 1973 ORB 55/397
	 	ORB 109/372
	 	SJ Timberland






 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTY	 	SECTION	 	TOWNSHIP	 	RANGE	 	ACRES(GIS)	 	DESCRIPTION	 	SMURFIT	 	FDOT	 	PARCEL_NUMBER	 	VESTING DEED	 	JOE_TO_JOE DEED	 	OWNER
	Gulf
	 	 	21	 	 	6S
	 	11W
	 	 	644.37	 	 	ALL LESS 16.90 ACRES IN SW1/4 AND
IN W1/2 OF NW1/4 TO FPC

	 	y
	 	n
	 	03537-000R
	 	Maritime Land deed,
Woodstock Lumber
deed, Raymond Smith
trustee deed
	 	 	 	SJ Timberland
	Gulf
	 	 	22	 	 	6S
	 	11W
	 	 	637.38	 	 	ALL LESS 1.89 ACRES TO HTG&O

	 	y
	 	n
	 	03540-000R
	 	Maritime Land deed,
Woodstock Lumber
deed, Raymond Smith
trustee deed
	 	 	 	SJ Timberland
	Gulf
	 	 	23	 	 	6S
	 	11W
	 	 	597.05	 	 	ALL LESS 72.85 ACRES IN US CANAL
AND LESS 4.05 ACRES TO HTG&O.
CONSERVATION EASEMENT TO FDEP FOR
BONFIRE BEACH OFF SITE MITIGATION
(32 ACRES) ORB 448-853 L/T 110 OF
2007.

	 	y
	 	n
	 	03542-000R
	 	Maritime Land deed,
Woodstock Lumber
deed, Raymond Smith
trustee deed
	 	 	 	SJ Timberland
	Gulf
	 	 	24	 	 	6S
	 	11W
	 	 	626.36	 	 	ALL LESS 31.83 ACRES TO US CANAL

	 	y
	 	n
	 	03543-000R
	 	Maritime Land deed,
Woodstock Lumber
deed, Raymond Smith
trustee deed
	 	 	 	SJ Timberland
	Gulf
	 	 	25	 	 	6S
	 	11W
	 	 	613.99	 	 	ALL LESS 62.65 ACRES IN US CANAL

	 	y
	 	n
	 	03544-000R
	 	Maritime Land deed,
Woodstock Lumber
deed, Raymond Smith
trustee deed
	 	 	 	SJ Timberland
	Gulf
	 	 	26	 	 	6S
	 	11W
	 	 	636.51	 	 	ALL LESS 5.82 ACRES TO HTG&O

	 	y
	 	n
	 	03545-000R
	 	Maritime Land deed,
Woodstock Lumber
deed, Raymond Smith
trustee deed
	 	 	 	SJ Timberland
	Gulf
	 	 	27	 	 	6S
	 	11W
	 	 	643.11	 	 	ALL LESS 0.26 ACRES TO HTG&O

	 	y
	 	n
	 	03546-000R
	 	Maritime Land deed,
Woodstock Lumber
deed, Raymond Smith
trustee deed
	 	 	 	SJ Timberland
	Gulf
	 	 	28	 	 	6S
	 	11W
	 	 	620.01	 	 	ALL LESS 25.20 ACRES IN SE1/4 & IN
NE1/4 OF SW1/4 & IN SW1/4 OF NE1/4
& IN NW1/4 TO FPC ALSO LESS 3.04
ACRES TO FPC, OR 69, PG. 26,
12/27/76.

	 	y
	 	n
	 	03547-000R
	 	Maritime Land deed,
Woodstock Lumber
deed, Raymond Smith
trustee deed
	 	 	 	SJ Timberland
	Gulf
	 	 	29	 	 	6S
	 	11W
	 	 	638.85	 	 	ALL OF SECTION EX. 7.45 AC. TO
FPC, OR 69, PG. 26, 12/27/76.

	 	y
	 	n
	 	03549-000R
	 	Maritime Land deed,
Woodstock Lumber
deed, Raymond Smith
trustee deed, Pick
Hollinger 1949 DB
21/91, W G Hardy
1952 DB 22/472
	 	 	 	SJ Timberland
	Gulf
	 	 	30	 	 	6S
	 	11W
	 	 	454.68	 	 	N 1/2 & SE 1/4 LESS 6 AC. IN SR
386 ALSO LESS 8.61 AC. TO FPC, OR
69, PG. 26 & OR 69, PG. 24,
12/27/76.

	 	y
	 	n
	 	03550-000R
	 	Maritime Land deed,
Woodstock Lumber
deed, Raymond Smith
trustee deed
	 	ORB 121/715
	 	SJ Timberland
	Gulf
	 	 	31	 	 	6S
	 	11W
	 	 	74.22	 	 	E 1/2 OF NE 1/4 AND NW 1/4 OF NE
1/4. SOLD 21.35 ACRES LYING IN E
1/2 OF NE 1/4 AND NORTH OF GULF
AIRE PHASE II TO INTEGRAS THERAPY
AS PER L/T 91 OF 2001. CONVEYED
PARCEL IN HIATUS BETWEEN GOV’T LOT
2 & PLAT OF BEACON HILL OFF BLK 24
TO JACKI COBB L/T 349 OF 2005 -
POSTED THIS 10/02/06 WHEN FOUND ON
MYFLORIDACOUNTY.

	 	n
	 	n
	 	03801-000R
	 	Maritime Land deed,
Woodstock Lumber
deed, Raymond Smith
trustee deed, USA
1953 DB 24/195
	 	ORB 121/715
	 	SJ Timberland
	Gulf
	 	 	32	 	 	6S
	 	11W
	 	 	573.27	 	 	E 1/2, NW 1/4 AND N 1/2 OF SW 1/4,
LESS 2.657 AC. TO GULF INDIES
CORP. 7/6/81.

	 	y
	 	n
	 	03805-000R
	 	Maritime Land deed,
Woodstock Lumber
deed, Raymond Smith
trustee deed, USA
1953 DB 24/195
	 	ORB 121/715
	 	SJ Timberland
	Gulf
	 	 	33	 	 	6S
	 	11W
	 	 	631.25	 	 	ALL LESS 7.13 ACRES IN NE1/4 TO FPC

	 	y
	 	n
	 	03807-000R
	 	Maritime Land deed,
Woodstock Lumber
deed, Raymond Smith
trustee deed,
Florida Power 1962
	 	 	 	SJ Timberland
	Gulf
	 	 	34	 	 	6S
	 	11W
	 	 	625.56	 	 	ALL LESS 18.55 ACRES IN SW1/4 AND
IN W1/2 OF NW1/4 TO FPC

	 	y
	 	n
	 	03808-000R
	 	Maritime Land deed,
Woodstock Lumber
deed, Raymond Smith
trustee deed,
Florida Power 1962
	 	 	 	SJ Timberland
	Gulf
	 	 	35	 	 	6S
	 	11W
	 	 	634.69	 	 	ALL LESS 6.94 ACRES TO HTG&O

	 	y
	 	n
	 	03809-000R
	 	Maritime Land deed,
Woodstock Lumber
deed, Raymond Smith
trustee deed
	 	 	 	SJ Timberland






 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTY	 	SECTION	 	TOWNSHIP	 	RANGE	 	ACRES(GIS)	 	DESCRIPTION	 	SMURFIT	 	FDOT	 	PARCEL_NUMBER	 	VESTING DEED	 	JOE_TO_JOE DEED	 	OWNER
	Gulf
	 	 	36	 	 	6S
	 	11W
	 	 	616.41	 	 	ALL LESS 46.9 ACRES IN US CANAL

	 	y
	 	n
	 	03810-000R
	 	Maritime Land deed,
Woodstock Lumber
deed, Raymond Smith
trustee deed
	 	 	 	SJ Timberland
	Gulf
	 	 	1	 	 	7S
	 	11W
	 	 	644.48	 	 	ALL LESS 3.12 ACRES TO HTG&O

	 	y
	 	n
	 	03811-000R
	 	Maritime Land deed,
Woodstock Lumber
deed, Raymond Smith
trustee deed
	 	 	 	SJ Timberland
	Gulf
	 	 	2	 	 	7S
	 	11W
	 	 	635.59	 	 	ALL LESS 4.17 ACRES TO HTG&O
AND LESS .95 ACRES IN SW1/4 OF
SW1/4 TO FPC

	 	y
	 	n
	 	03812-000R
	 	Maritime Land deed,
Woodstock Lumber
deed, Raymond Smith
trustee deed,
Samuel Patrick 1948
DB 19/86, USA 1953
DB 24/195, Thomas
Meriwether 1957 DB
31/523
	 	 	 	SJ Timberland
	Gulf
	 	 	3	 	 	7S
	 	11W
	 	 	626.07	 	 	ALL LESS 23.74 ACRES IN S1/2
AND IN NE1/4 OF NW1/4 TO FPC

	 	y
	 	n
	 	03813-000R
	 	Maritime Land deed,
Woodstock Lumber
deed, Raymond Smith
trustee deed
	 	 	 	SJ Timberland
	Gulf
	 	 	4	 	 	7S
	 	11W
	 	 	579.54	 	 	ALL EXCEPT SW /14 OF SW 1/4
AND LESS NW 1/4 OF SW 1/4,
COSTIN 6/13/72. LESS 24 AC TO
03814-001R DUE TO ANNEXATION
NO 333. not in the windmark
beach dri

	 	y
	 	n
	 	03814-000R
	 	Maritime Land deed,
Woodstock Lumber
deed, Raymond Smith
trustee deed
	 	ORB 121/715
	 	SJ Timberland
	Gulf
	 	 	5	 	 	7S
	 	11W
	 	 	56.99	 	 	NE 1/4 OF NE 1/4.

	 	n
	 	n
	 	03815-000R
	 	Maritime Land deed,
Woodstock Lumber
deed, Raymond Smith
trustee deed
	 	ORB 121/715
	 	SJ Timberland
	Gulf
	 	 	9	 	 	7S
	 	11W
	 	 	39.51	 	 	ALL LESS 104 AC FOR PARCEL
04232-001R DUE TO ANNEXATION
NO 333. not in the windmark
beach dri

	 	n
	 	n
	 	04229-000R
	 	Maritime Land deed,
Woodstock Lumber
deed, Raymond Smith
trustee deed
	 	ORB 121/715
	 	SJ Timberland
	Gulf
	 	 	10	 	 	7S
	 	11W
	 	 	552.42	 	 	ALL FRAC. EXCEPT NW 1/4 OF NW
1/4 AND LESS 4 ACRES IN SR 30
& LESS FRAC SECTION SOUTH OF
SR 30A. ACCESS EASEMENT TO
RALPH RISH IN L/T 84 OF 2002
RUNS FROM FROM US HWY 98 IN
SECTION 8 TO THE N LINE OF THE
SW 1/4 OF NW 1/4 OF SECTION 9
TO GIVE ACCESS TO THE NW 1/4
OF NW 1/4 OF SECTION 9. LESS
PARCEL 04229-001R DUE TO
ANNEXATION NO 333. not in the
windmark beach dri

	 	y
	 	n
	 	04232-000R
	 	Maritime Land deed,
Woodstock Lumber
deed, Raymond Smith
trustee deed, C L
Morgan 1950 DB
21/308
	 	 	 	SJ Timberland
	Gulf
	 	 	11	 	 	7S
	 	11W
	 	 	658.35	 	 	ALL LESS 25.49 ACRES IN W1/2
OF SE1/4 AND IN W1/2 TO FPC

	 	y
	 	n
	 	04233-000R
	 	Maritime Land deed,
Woodstock Lumber
deed, Raymond Smith
trustee deed
	 	 	 	SJ Timberland
	Gulf
	 	 	12	 	 	7S
	 	11W
	 	 	667.39	 	 	ALL LESS 6.04 ACRES TO HTG&O

	 	y
	 	n
	 	04234-000R
	 	Maritime Land deed,
Woodstock Lumber
deed, Raymond Smith
trustee deed, USA
1953 DB 24/195
	 	 	 	SJ Timberland
	Gulf
	 	 	13	 	 	7S
	 	11W
	 	 	647.87	 	 	ALL LESS 3.83 ACRES TO HTG&O

	 	y
	 	n
	 	04236-000R
	 	Maritime Land deed,
Woodstock Lumber
deed, Raymond Smith
trustee deed
	 	 	 	SJ Timberland
	Gulf
	 	 	14	 	 	7S
	 	11W
	 	 	552.26	 	 	ALL LESS 4.69 ACRES TO HTG&O
AND LESS 30.85 ACRES IN SW1/4
OF SE1/4 AND IN W1/2 OF NW1/4
OF NE1/4 TO FPC. LESS 68 AC TO
PARCEL 04238-001R DUE TO
ANNEXATION NO 333. not in
windmark beach dri and ne of
the fpc row

	 	y
	 	n
	 	04238-000R
	 	Maritime Land deed,
Woodstock Lumber
deed, Raymond Smith
trustee deed
	 	 	 	SJ Timberland






 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTY	 	SECTION	 	TOWNSHIP	 	RANGE	 	ACRES(GIS)	 	DESCRIPTION	 	SMURFIT	 	FDOT	 	PARCEL_NUMBER	 	VESTING DEED	 	JOE_TO_JOE DEED	 	OWNER
	Gulf
	 	 	15	 	 	7S
	 	11W
	 	 	39.47	 	 	ALL LESS .14 ACRES IN SE1/4 OF NE1/4 TO
FPC. LESS 479 AC TO PARCEL 04240-001R FOR
ANNEXATION NO 333. 50’ WIDE UTILITY
EASEMENT TO CITY OF PORT ST JOE BEGINNING
AT WINDMARK BEACH OFFSITE LIFT STATION &
ENDING AT SR S-382 ORB 429-136 L/T 37 OF
2007. that part of the ne 1/4 not in the
windmark beach dri

	 	n
	 	n
	 	04240-000R
	 	Maritime Land deed,
Woodstock Lumber deed,
Raymond Smith trustee
deed, Julius Short 1954
DB 24/303, Pink Thomas
1954 DB 24/328
	 	 	 	SJ Timberland
	Gulf
	 	 	23	 	 	7S
	 	11W
	 	 	74.04	 	 	ALL -MCDONALD PURCHASE- LESS 5.55 ACRES TO
HTG&O AND LESS 7.84 ACRES IN E1/2 OF NE1/4
TO FPC AND LESS 7.18 ACRES IN NW1/4 OF
NE1/4 AND NE1/4 OF NW1/4 TO FPC. 50’ WIDE
UTILITY EASEMENT TO CITY OF PORT ST JOE
BEGINNING AT WINDMARK BEACH OFFSITE LIFT
STATION & ENDING AT SR S-382 ORB 429-136
L/T 37 OF 2007. ne of the fpc row

	 	n
	 	n
	 	04264-000R
	 	Maritime Land deed,
Woodstock Lumber deed,
Raymond Smith trustee
deed, USA 1953DB 24/195,
Mary McDonald 1963 DB
63/933
	 	 	 	SJ Timberland
	Bay
	 	 	1	 	 	4S
	 	12W
	 	 	460.19	 	 	ALL LESS THE NORTH 100’.

	 	y
	 	n
	 	03907-000-000
	 	Blount/Saunders 1948
	 	ORB 1058/1562
	 	SJ Timberland
	Bay
	 	 	2	 	 	4S
	 	12W
	 	 	597.33	 	 	ALL OF SECT. LESS NORTH 100’.

	 	y
	 	n
	 	03908-000-000
	 	Blount/Saunders 1948
	 	ORB 1058/1562
	 	SJ Timberland
	Bay
	 	 	3	 	 	4S
	 	12W
	 	 	607.06	 	 	ALL LESS THE NORTH 100’.

	 	y
	 	n
	 	03909-000-000
	 	Blount/Saunders 1948
	 	ORB 1058/1562
	 	SJ Timberland
	Bay
	 	 	4	 	 	4S
	 	12W
	 	 	604.63	 	 	ALL LESS 6.59 A TO HGOC 8/29/61 DB 49/183

	 	y
	 	n
	 	03910-000-000
	 	Blount/Saunders 1948
	 	ORB 1058/1562
	 	SJ Timberland
	Bay
	 	 	5	 	 	4S
	 	12W
	 	 	609.70	 	 	ALL LESS 19.89 AC. ASSESSED IN PCL. #
03912-005-000.

	 	y
	 	n
	 	03912-000-000
	 	Owen Wood 1951 DB 152/100
	 	ORB 1058/1562
	 	SJ Timberland
	Bay
	 	 	5	 	 	4S
	 	12W
	 	included above
	 	 	 BEGIN 7019.90’ E. OF NW COR. OF SECTION
6-4S-12W TH. CONT. E. 3540.1’ TO THE EAST
LINE OF SECTION 5 TH. S. 100’, W. 3390.07’,
S.527





I THINK THIS IS ALABAMA ELECTRIC LEASE -
APPROX NORTH 100 FEET OF SECTION

	 	y
	 	n
	 	03912-005-000
	 	Owen Wood 1951 DB 152/100
	 	ORB 1058/1562
	 	SJ Timberland
	Bay
	 	 	6	 	 	4S
	 	12W
	 	 	603.60	 	 	ALL LESS 3.64 A TO CO. RD. R/W OR 527, PAGE
454 7/15/75

	 	n
	 	n
	 	03913-000-000
	 	Owen Wood 1951 DB 152/100
	 	ORB 1058/1562
	 	SJ Timberland
	Bay
	 	 	7	 	 	4S
	 	12W
	 	 	311.17	 	 	ALL OF SECTION NORTH OF SR-22. OR 1058/1562.

	 	n
	 	y
	 	03914-010-000
	 	Owen Wood 1951 DB
152/100, A A Holmes 1952
DB 166/87
	 	ORB 1058/1562
	 	SJ Timberland
	Bay
	 	 	7	 	 	4S
	 	12W
	 	 	246.22	 	 	ALL LESS 26.27 AC. IN SE 1/4 AND IN SW 1/4
OF NE 1/4 AND IN NW 1/4 TO FPC, 6/19/62, DB
47/147; LESS .01 AC. IN E 1/2 OF SE 1/4 SR,
QCD 3/22/69; LESS 1.72 AC. TO CO. RD. R/W
OR 527, PG. 454, 7/15/75 & LESS 11.24 AC.
IN SR 52, DB 72, PG. 219, 12/7/38. 330 ‘
LYING S OF SR 22 & ADJACENT TO W LINE OF
SECTION SOLD TO COLONIAL REAL ESTATE
INVESTMENTS, INC. PER LT 13/2005.

	 	n
	 	n
	 	03914-000-000
	 	Owen Wood 1951 DB
152/100, A A Holmes 1952
DB 166/87
	 	ORB 1058/1562
	 	SJ Timberland
	Bay
	 	 	8	 	 	4S
	 	12W
	 	 	423.81	 	 	ALL LESS 5.82 AC. IN SW 1/4 TO FPC 6/19/62,
DB 47/147; LESS .34 AC. LYING NORTHERLY OF
AND WITHIN 75 FT. OF SURVEY LINE SR 22, OCD
3/22/69 & LESS 12.25 AC. IN SR 52 DB72/219,
12/7/38 & LESS 9.64 AC. TO ALABAMA ELECTRIC
COOP., INC., 1991

	 	y
	 	y
	 	03916-000-000
	 	Owen Wood 1951 DB 152/100
	 	ORB 1058/1562, ORB
1156/1779
	 	 SJ Timberland






 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTY	 	SECTION	 	TOWNSHIP	 	RANGE	 	ACRES(GIS)	 	DESCRIPTION	 	SMURFIT	 	FDOT	 	PARCEL_NUMBER	 	VESTING DEED	 	JOE_TO_JOE DEED	 	OWNER
	Bay
	 	 	8	 	 	4S
	 	12W
	 	 	171.60	 	 	NEW FOR 2005: 8 4S 12W 184 -1.4- 165 AC ALL THAT
PORTION S OF CR 22 LESS ANY PT OF 5.82 AC IN SW
4 TO FPC 6/19/62 DB 46/147 & LESS ANY PT OF
12.25 AC IN SR 52 DB 72 P219, 12/7/38 ORB 2580
P821 (CORR DEED FROM CO TO LD) MADE THIS NEW
NUMBER DUE TO CORRECTIVE DEED GOING ON THE
RECORD BUT DID NOT HAVE TO. SAME OWNERSHIP.

	 	y
	 	n
	 	03916-008-000
	 	Owen Wood 1951 DB 152/100
	 	ORB 1058/1562, ORB
1156/1779
	 	SJ Timberland
	Bay
	 	 	8	 	 	4S
	 	12W
	 	included in the
above 2 entries
	 	 	BEG. 7169.93’ EAST AND 5374’ SOUTH OF THE NW
COR. OF SEC. 6-4S-12W TH. S. 3846.87’ ELY. 50’
S. 151.42’ WLY. 151.42’ N. 50’ WLY. 1057.77’ TO
THE EAST LINE OF THE SUB. STATION TH. NLY.
102.39’



THIS IS PART OF THE ALABAMA ELECTRIC LEASE. THIS
IS UTILITY R/W.

	 	y
	 	n
	 	03916-006-000
	 	Owen Wood 1951 DB 152/100
	 	ORB 1058/1562
	 	SJ Timberland
	Bay
	 	 	9	 	 	4S
	 	12W
	 	 	613.97	 	 	THIS IS PART OF THE ALABAMA ELECTRIC LEASE. THIS
IS UTILITY R/W.

	 	y
	 	y
	 	03917-000-000
	 	Blount/Saunders 1948
	 	ORB 1058/1562
	 	SJ Timberland
	Bay
	 	 	10	 	 	4S
	 	12W
	 	 	623.81	 	 	ALL LESS 7.04 TO HTGCO 8/29/61 DB 49/183 & LESS
9.75 AC. IN SR 52 DB 72, PG. 213, 12/7/38.

	 	y
	 	y
	 	03918-000-000
	 	Blount/Saunders 1948
	 	ORB 1058/1562
	 	SJ Timberland
	Bay
	 	 	11	 	 	4S
	 	12W
	 	 	655.36	 	 	ALL

	 	y
	 	y
	 	03919-000-000
	 	Blount/Saunders 1948,
Frank Watkins 1955 DB
212/105
	 	ORB 1058/1562
	 	SJ Timberland
	Bay
	 	 	12	 	 	4S
	 	12W
	 	 	657.50	 	 	ALL

	 	y
	 	n
	 	03920-000-000
	 	Blount/Saunders 1948
	 	ORB 1058/1562
	 	SJ Timberland
	Bay
	 	 	13	 	 	4S
	 	12W
	 	 	594.57	 	 	ALL LESS .10 AC. LYING NORTHERLY OF & WITHIN 75
FT. OF SURVEY LINE OF SR 22, SR QCD 3/22/69 &
LESS 12.39 REFER TO LAND AC. IN SR 52 DB 72, PG.
213, 12/7/38.

	 	y
	 	y
	 	03921-000-000
	 	Blount/Saunders 1948
	 	ORB 1058/1562
	 	SJ Timberland
	Bay
	 	 	14	 	 	4S
	 	12W
	 	 	602.48	 	 	ALL LESS 7.19 AC. TO HTGCO DB 49/183 8/29/61,
LESS .74 AC. LYING NORTHERLY & WITHIN 75 FT. OF
SURVEY LINE OF SR 22 QCD 3/22/69 & LESS 12.33
AC. TO SP 52 DB 72, PG. 213, 12/7/38.

	 	y
	 	y
	 	03922-000-000
	 	Blount/Saunders 1948
	 	ORB 1058/1562
	 	SJ Timberland
	Bay
	 	 	15	 	 	4S
	 	12W
	 	 	626.54	 	 	ALL LESS 3.29 AC. TO HTGCO DB 49/183, 8/29/61 &
LESS 2.64 AC. IN SR 52, DB 72, PG. 213, 12/7/38.

	 	y
	 	y
	 	03923-000-000
	 	Blount/Saunders 1948
	 	ORB 1058/1562
	 	SJ Timberland
	Bay
	 	 	16	 	 	4S
	 	12W
	 	 	620.95	 	 	ALL LESS 12.44 A IN SW1/4 TO FPC DB74/147 6/19/62

	 	y
	 	n
	 	03924-000-000
	 	Blount/Saunders 1948
	 	ORB 1058/1562
	 	SJ Timberland






 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTY	 	SECTION	 	TOWNSHIP	 	RANGE	 	ACRES(GIS)	 	DESCRIPTION	 	SMURFIT	 	FDOT	 	PARCEL_NUMBER	 	VESTING DEED	 	JOE_TO_JOE DEED	 	OWNER
	Bay
	 	 	17	 	 	4S
	 	12W
	 	 	619.94	 	 	ALL LESS 21.65 AC. IN N 1/2 OF SE 1/4 & IN NE
1/4 & IN NW 1/4 TO FPC 6/19/62 DB 47/147.

	 	y
	 	n
	 	03926-000-000
	 	Owen Wood 1951 DB 152/100
	 	ORB 1156/1779
	 	SJ Timberland
	Bay
	 	 	18	 	 	4S
	 	12W
	 	 	612.52	 	 	ALL, LESS 3.88 A IN NW 1/4 OF N/W 1/4 LYING NLY
& WLY OF OLIVER CREEK TO COLONIAL REAL ESTATE
PER LT 13/2005

	 	y
	 	n
	 	03927-000-000
	 	Owen Wood 1951 DB 152/100,
A A Holmes 1952 DB 166/87
	 	ORB 1156/1779
	 	SJ Timberland
	Bay
	 	 	19	 	 	4S
	 	12W
	 	 	462.63	 	 	N 1/2; N 1/2 OF S 1/2. less w 1/2 of sw 1/4

	 	y
	 	n
	 	03928-000-000
	 	unknown
	 	ORB 1156/1779
	 	SJ Timberland
	Bay
	 	 	21	 	 	4S
	 	12W
	 	 	654.26	 	 	ALL LESS 14.97 A IN NE1/4 & IN NE1/4 OF NW1/4 TO
FPC 6/19/62 DB 74/147

	 	y
	 	n
	 	03931-000-000
	 	Blount/Saunders 1948
	 	ORB 1058/1562
	 	SJ Timberland
	Bay
	 	 	22	 	 	4S
	 	12W
	 	 	645.68	 	 	ALL LESS 19.02 A IN SW1/4 OF SE1/4 & IN SW1/4 &
IN SW1/4 OF NW1/4 TO FPC 6/10/62 DB 74/147

	 	y
	 	n
	 	03932-000-000
	 	Blount/Saunders 1948
	 	ORB 1058/1562
	 	SJ Timberland
	Bay
	 	 	23	 	 	4S
	 	12W
	 	 	602.35	 	 	ALL LESS .41 A TO HTGCO 8/29/61 DB 49/183 AND
LESS THE SW1/4 OF THE SE1/4. LEASE DATED 4/11/00
& EFFECTIVE THRU 4/14/25 BETWEEN BAY CO (TENANT)
& TIMBERLAND CO (LANDLORD) FOR 1.46 ACRES TO BE
USED FOR THE PARKING OF VEHICLES AND BOAT
TRAILERS ANCILLARY TO THE USE OF A PUBLIC BOAT
RAMP AT INTERSECTION OF SANDY CREEK RD & ALVIE
HOLMES RD AS RECORDED IN ORB 1941-1807.

	 	y
	 	n
	 	03934-000-000
	 	Blount/Saunders 1948
	 	ORB 1058/1562
	 	SJ Timberland
	Bay
	 	 	23	 	 	4S
	 	12W
	 	 	40.51	 	 	SW1/4 OF THE SE1/4. OR 1058/1569.

	 	y
	 	n
	 	03935-000-000
	 	Radisco Inc 1965 DB 169/599
	 	ORB 1058/1562
	 	SJ Timberland
	Bay
	 	 	24	 	 	4S
	 	12W
	 	 	643.57	 	 	ALL LESS 7.30 A TO HTGCO 8/29/61 DB 49/183

	 	n
	 	n
	 	03936-000-000
	 	Blount/Saunders 1948
	 	ORB 1058/1569
	 	SJ Timberland
	Bay
	 	 	25	 	 	4S
	 	12W
	 	 	636.25	 	 	ALL

	 	n
	 	n
	 	03937-000-000
	 	Blount/Saunders 1948
	 	ORB 1058/1569
	 	SJ Timberland
	Bay
	 	 	26	 	 	4S
	 	12W
	 	 	464.44	 	 	NE1//4 OF NE1/4 & S1/2 OF N1/2 & S1/2 LESS 24.83
AC. IN THE F.P.C. R/W. EASEMENT FROM FLA POWER
CORP D/B/A PROGRESS ENERGY TO ST JOE TIMBERLAND
FOR ROADS, UTILITIES, DRAINAGE, LANDSCAPING,
ETC., FOR THE BENEFIT OF SANDY CREEK PROJECT
02/04/05 ORB 2560-828.

	 	n
	 	n
	 	03938-000-000
	 	Blount/Saunders 1948
	 	ORB 1058/1569
	 	SJ Timberland
	Bay
	 	 	26	 	 	4S
	 	12W
	 	 	78.37	 	 	NW1/4 OF NE1/4 & NE1/4 OF NW1/4.

	 	y
	 	n
	 	03940-000-000
	 	Radisco Inc 1965 DB 169/599
	 	ORB 1058/1569
	 	SJ Timberland
	Bay
	 	 	26	 	 	4S
	 	12W
	 	 	34.99	 	 	NW1/4 OF NW1/4

	 	y
	 	n
	 	03941-000-000
	 	Radisco Inc 1965 DB 169/599
	 	ORB 1058/1569
	 	SJ Timberland
	Bay
	 	 	27	 	 	4S
	 	12W
	 	 	626.78	 	 	ALL LESS 8.32 A IN NE1/4 TO FPC 6/19/62 DB 74/147

	 	n
	 	n
	 	03942-000-000
	 	Blount/Saunders 1948
	 	ORB 1058/1569
	 	SJ Timberland
	Bay
	 	 	28	 	 	4S
	 	12W
	 	 	642.38	 	 	ALL

	 	y
	 	n
	 	03944-000-000
	 	Blount/Saunders 1948
	 	ORB 1058/1569
	 	SJ Timberland






 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTY	 	SECTION	 	TOWNSHIP	 	RANGE	 	ACRES(GIS)	 	DESCRIPTION	 	SMURFIT	 	FDOT	 	PARCEL_NUMBER	 	VESTING DEED	 	JOE_TO_JOE DEED	 	OWNER
	Bay
	 	 	31	 	 	4S
	 	12W
	 	 	141.16	 	 	ALL OF SECTION 31
LYING NE OF SR2297,
LESS 12.89 AC. TO
SRD R/W DB 177/411
LESS TO CO. RD. R/W
ORB 305/350 ORB
1218/1851, LESS
PARCELS.

	 	y
	 	n
	 	03947-010-000
	 	Blount/Saunders 1948
	 	ORB 1156/1779
	 	SJ Timberland
	Bay
	 	 	32	 	 	4S
	 	12W
	 	 	599.46	 	 	ALL OF SEC. LYING
NE OF SR 167, LESS
6.22 AC. TO SRD
R/W, 9/23/52 DB
177/411.

	 	y
	 	n
	 	03948-010-000
	 	Blount/Saunders 1948
	 	ORB 1156/1779
	 	SJ Timberland
	Bay
	 	 	33	 	 	4S
	 	12W
	 	 	647.15	 	 	ALL

	 	y
	 	n
	 	03949-000-000
	 	Blount/Saunders 1948
	 	ORB 1058/1562
	 	SJ Timberland
	Bay
	 	 	34	 	 	4S
	 	12W
	 	 	637.38	 	 	ALL

	 	y
	 	n
	 	03950-000-000
	 	Blount/Saunders 1948, Max
Kilbourn 1957 DB 241/65
	 	ORB 1058/1562
	 	SJ Timberland
	Bay
	 	 	35	 	 	4S
	 	12W
	 	 	566.98	 	 	ALL LESS 2.42 A IN
NE1/4 OF NE1/4 TO
FPC 6/19/52 DB
74/147 & LESS 1 A
SQ. IN SWC TO BAY
CO. SCHOOL BOARD DB
43-466. EASEMENT
FROM FLA POWER CORP
D/B/A PROGRESS
ENERGY TO ST JOE
TIMBERLAND FOR
ROADS, UTILITIES,
DRAINAGE,
LANDSCAPING, ETC.,
FOR THE BENEFIT OF
SANDY CREEK PROJECT
02/04/05 ORB
2560-828.

	 	y
	 	n
	 	03951-000-000
	 	Blount/Saunders 1948,
Brown & Westbrook 1959 DB
273/373, Joseph Mathis
1959 DB 272/489
	 	ORB 1058/1562
	 	SJ Timberland
	Bay
	 	 	36	 	 	4S
	 	12W
	 	 	611.71	 	 	ALL LESS 27.16 A IN
SE1/4 & IN S1/2 OF
NE1/4 & IN NE1/4 OF
SW1/4 & IN NW1/4 TO
FPC 6/19/62 DB
74/147. EASEMENT
FROM FLA POWER CORP
D/B/A PROGRESS
ENERGY TO ST JOE
TIMBERLAND FOR
ROADS, UTILITIES,
DRAINAGE,
LANDSCAPING, ETC.,
FOR THE BENEFIT OF
SANDY CREEK PROJECT
02/04/05 ORB
2560-828.

	 	y
	 	n
	 	03954-000-000
	 	Blount/Saunders 1948
	 	ORB 1058/1562
	 	SJ Timberland
	Bay
	 	 	1	 	 	5S
	 	12W
	 	 	317.22	 	 	NORTH 1/2 OF SECT.,
OR 1156/779.
EASEMENT FROM FLA
POWER CORP D/B/A
PROGRESS ENERGY TO
ST JOE TIMBERLAND
FOR ROADS,
UTILITIES,
DRAINAGE,
LANDSCAPING, ETC.,
FOR THE BENEFIT OF
SANDY CREEK PROJECT
02/04/05 ORB
2560-828.

	 	n
	 	n
	 	03956-000-000
	 	Ralph Carrie 1953 DB 176/3
	 	ORB 1156/1779
	 	SJ Timberland
	Bay
	 	 	1	 	 	5S
	 	12W
	 	 	330.34	 	 	SOUTH 1/2 OF
SECTION.
OR1315/1883.
EASEMENT FROM FLA
POWER CORP D/B/A
PROGRESS ENERGY TO
ST JOE TIMBERLAND
FOR ROADS,
UTILITIES,
DRAINAGE,
LANDSCAPING, ETC.,
FOR THE BENEFIT OF
SANDY CREEK PROJECT
02/04/05 ORB
2560-828.

	 	n
	 	n
	 	03957-000-000
	 	Taunton 1991 ORB 1315/1883
	 	ORB 1156/1779
	 	SJ Timberland
	Bay
	 	 	2	 	 	5S
	 	12W
	 	 	601.10	 	 	ALL OF SEC., LESS
THE SE1/4 OF THE
NW1/4. EASEMENT
FROM FLA POWER CORP
D/B/A PROGRESS
ENERGY TO ST JOE
TIMBERLAND FOR
ROADS, UTILITIES,
DRAINAGE,
LANDSCAPING, ETC.,
FOR THE BENEFIT OF
SANDY CREEK PROJECT
02/04/05 ORB
2560-828.

	 	n
	 	n
	 	03958-000-000
	 	McQuagge 1952, Charles
Matouk 1953 DB 175/553, R
D Laird 1953 DB 185/459,
Harvey Mathis 1964 ORB
123/247
	 	ORB 1156/1779
	 	SJ Timberland






 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTY	 	SECTION	 	TOWNSHIP	 	RANGE	 	ACRES(GIS)	 	DESCRIPTION	 	SMURFIT	 	FDOT	 	PARCEL_NUMBER	 	VESTING DEED	 	JOE_TO_JOE DEED	 	OWNER
	Bay
	 	 	2	 	 	5S
	 	12W
	 	 	40.19	 	 	SE1/4 OF NW1/4. OR
1315/1438. EASEMENT
FROM FLA POWER CORP
D/B/A PROGRESS
ENERGY TO ST JOE
TIMBERLAND FOR
ROADS, UTILITIES,
DRAINAGE,
LANDSCAPING, ETC.,
FOR THE BENEFIT OF
SANDY CREEK PROJECT
02/04/05 ORB
2560-828.

	 	n
	 	n
	 	03959-000-000
	 	Taunton 1991 ORB 1315/1882
	 	ORB 1156/1779
	 	SJ Timberland
	Bay
	 	 	3	 	 	5S
	 	12W
	 	 	216.58	 	 	ORIG. LOTS 1 & 5.
EASEMENT FROM FLA
POWER CORP D/B/A
PROGRESS ENERGY TO
ST JOE TIMBERLAND
FOR ROADS,
UTILITIES,
DRAINAGE,
LANDSCAPING, ETC.,
FOR THE BENEFIT OF
SANDY CREEK PROJECT
02/04/05 ORB
2560-828.

	 	n
	 	n
	 	03960-000-000
	 	C O Allen 1953, R D Laird
1953 DB 185/459
	 	ORB 1156/1779
	 	SJ Timberland
	Bay
	 	 	4	 	 	5S
	 	12W
	 	 	643.46	 	 	ALL.

	 	n
	 	n
	 	03962-000-000
	 	Blount/Saunders 1948
	 	ORB 1156/1779
	 	SJ Timberland
	Bay
	 	 	5	 	 	5S
	 	12W
	 	 	364.34	 	 	ALL OF SEC. LYING
E. OF SR 167, LESS
6.15 AC. TO SRD,
9/23/52, DB
177/411.

	 	n
	 	n
	 	03963-010-000
	 	Blount/Saunders 1948
	 	ORB 1156/1779
	 	SJ Timberland
	Bay
	 	 	8	 	 	5S
	 	12W
	 	 	567.61	 	 	ALL OF SEC. LYING
SE OF SR 167, LESS
3.7 AC. TO SRD IN
SR 167.

	 	n
	 	n
	 	03985-010-000
	 	S J Davis 1969 ORB 266/571
	 	ORB 1156/1779
	 	SJ Timberland
	Bay
	 	 	9	 	 	5S
	 	12W
	 	 	559.26	 	 	ALL LESS E 1/2 OF
NE 1/4 DB 123/245
3/18/64 MATHIS.

	 	n
	 	n
	 	03986-000-000
	 	Joseph Mathis 1952 DB
172/103, Harvey Mathis
1964 ORB 123/245, Guy &
Arnold 1961 ORB 44/255
	 	ORB 1156/1779
	 	SJ Timberland
	Bay
	 	 	10	 	 	5S
	 	12W
	 	 	304.34	 	 	S 1/2 OF ORIG. LOTS
1, 40 AC.; 2, 37.63
AC.; 3, 20 AC.; &
ALL ORIG. LOTS 4,
127 AC.; & 5, 80.14
AC. EASEMENT FROM
FLA POWER CORP
D/B/A PROGRESS
ENERGY TO ST JOE
TIMBERLAND FOR
ROADS, UTILITIES,
DRAINAGE,
LANDSCAPING, ETC.,
FOR THE BENEFIT OF
SANDY CREEK PROJECT
02/04/05 ORB
2560-828.

	 	n
	 	n
	 	03989-000-000
	 	McQuagge 1953, Guy &
Arnold 1961 ORB 44/255
	 	ORB 1156/1779
	 	SJ Timberland
	Bay
	 	 	11	 	 	5S
	 	12W
	 	 	625.48	 	 	ALL DB 123/247
3/18/64 MATHIS.
EASEMENT FROM FLA
POWER CORP D/B/A
PROGRESS ENERGY TO
ST JOE TIMBERLAND
FOR ROADS,
UTILITIES,
DRAINAGE,
LANDSCAPING, ETC.,
FOR THE BENEFIT OF
SANDY CREEK PROJECT
02/04/05 ORB
2560-828.

	 	n
	 	n
	 	03990-000-000
	 	McQuagge 1951, Samuel
Patrick 1951 DB 160/529.
Charlie Morgan 1954 DB
196/223, Wewahitchka
State Bank 1956 DB
225/303, Westport Bank &
Trust 1961 ORB 42/509,
Harvey Mathis 1964 ORB
123/247
	 	ORB 1156/1779
	 	SJ Timberland
	Bay
	 	 	12	 	 	5S
	 	12W
	 	 	634.30	 	 	ALL. EASEMENT FROM
FLA POWER CORP
D/B/A PROGRESS
ENERGY TO ST JOE
TIMBERLAND FOR
ROADS, UTILITIES,
DRAINAGE,
LANDSCAPING, ETC.,
FOR THE BENEFIT OF
SANDY CREEK PROJECT
02/04/05 ORB
2560-828.

	 	n
	 	n
	 	03991-000-000
	 	Westport Bank & Trust
1961 ORB 42/509
	 	ORB 1156/1779
	 	SJ Timberland






 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTY	 	SECTION	 	TOWNSHIP	 	RANGE	 	ACRES(GIS)	 	DESCRIPTION	 	SMURFIT	 	FDOT	 	PARCEL_NUMBER	 	VESTING DEED	 	JOE_TO_JOE DEED	 	OWNER
	Bay
	 	 	13	 	 	5S
	 	12W
	 	 	171.25	 	 	ALL FRACTIONAL. SOLD ALL OF THE SECTION LYING
SOUTH OF HORSESHOE CREEK TO S&S MATERIALS IN L/T
138 OF 2003. EASEMENT FROM FLA POWER CORP D/B/A
PROGRESS ENERGY TO ST JOE TIMBERLAND FOR ROADS,
UTILITIES, DRAINAGE, LANDSCAPING, ETC., FOR THE
BENEFIT OF SANDY CREEK PROJECT 02/04/05 ORB
2560-828.

	 	n
	 	n
	 	03992-000-000
	 	Westport Bank & Trust 1961
ORB 42/509
	 	ORB 1156/1779
	 	SJ Timberland
	Bay
	 	 	14	 	 	5S
	 	12W
	 	 	261.41	 	 	ORIG. LOTS 1 & 2 LESS LOTS 5 & 6 IN BLK. 10 OF
PLAT OF WETAPPO. EASEMENT FROM FLA POWER CORP
D/B/A PROGRESS ENERGY TO ST JOE TIMBERLAND FOR
ROADS, UTILITIES, DRAINAGE, LANDSCAPING, ETC.,
FOR THE BENEFIT OF SANDY CREEK PROJECT 02/04/05
ORB 2560-828.

	 	n
	 	n
	 	03993-000-000
	 	Guy & Arnold 1961 ORB 44/255
	 	ORB 1156/1779
	 	SJ Timberland
	Bay
	 	 	15	 	 	5S
	 	12W
	 	 	33.35	 	 	ALL FRACTIONAL SECTION LYING NORTH OF ST. ANDREWS
BAY. EASEMENT FROM FLA POWER CORP D/B/A PROGRESS
ENERGY TO ST JOE TIMBERLAND FOR ROADS, UTILITIES,
DRAINAGE, LANDSCAPING, ETC., FOR THE BENEFIT OF
SANDY CREEK PROJECT 02/04/05 ORB 2560-828.

	 	n
	 	n
	 	03994-000-000
	 	Guy & Arnold 1961 ORB 44/255
	 	ORB 1156/1779
	 	SJ Timberland
	Bay
	 	 	17	 	 	5S
	 	12W
	 	 	234.28	 	 	NE 1/4 & E 1/2 OF NW 1/4, OR 1542, PG. 1110, 1995.

	 	n
	 	n
	 	03997-010-000
	 	Harvey Mathis 1963 ORB80/561
	 	ORB 1156/1779
	 	SJ Timberland
	Bay
	 	 	17	 	 	5S
	 	12W
	 	 	263.14	 	 	S1/2 LESS E1/5

	 	n
	 	n
	 	03998-000-000
	 	Harvey Mathis 1961 ORB 80/561
	 	ORB 1156/1779
	 	SJ Timberland
	Bay
	 	 	22	 	 	5S
	 	12W
	 	 	117.68	 	 	ORIGINAL LOTS 1,2,3 & 4.

	 	n
	 	n
	 	04063-000-000
	 	R D Laird 1953 DB 185/459, J
M Cleckley 1954 DB 192/481,
J M Cleckley DB 192/479, Bay
Co 1968 tax deed
	 	ORB 1156/1779
	 	SJ Timberland
	Bay
	 	 	23	 	 	5S
	 	12W
	 	 	87.24	 	 	ORIGINAL LOTS 7 & 8.

	 	n
	 	n
	 	04065-000-000
	 	R D Laird 1953 DB 185/459
	 	ORB 1156/1779
	 	SJ Timberland
	Bay
	 	 	24	 	 	5S
	 	12W
	 	 	239.48	 	 	ORIGINAL LOTS 1,2,3,6 & 7.

	 	y
	 	n
	 	04066-000-000
	 	Finley McMillan 1956 DB
217/447, Westport Bank &
Trust 1961 ORB 42/509
	 	ORB 1156/1779
	 	SJ Timberland
	Bay
	 	 	25	 	 	5S
	 	12W
	 	 	595.25	 	 	ORIG. LOTS 1 TO 14 INCL.

	 	y
	 	n
	 	04074-000-000
	 	Samuel Patrick 1948 DB
120/515, Samuel Patrick 1951
DB 149/431, USA 1951 DB
154/546, Maritime Land deed,
Woodstock Lumber deed,
Raymond Smith trustee deed
	 	 	 	SJ Timberland
	Bay
	 	 	25	 	 	5S
	 	12W
	 	 	41.06	 	 	ORIG. LOT 15

	 	y
	 	n
	 	04075-000-000
	 	Samuel Patrick 1948 DB
120/515, Samuel Patrick 1951
DB 149/431, USA 1951 DB
154/546, Maritime Land deed,
Woodstock Lumber deed,
Raymond Smith trustee deed
	 	 	 	SJ Timberland
	Bay
	 	 	26	 	 	5S
	 	12W
	 	 	455.62	 	 	ORIG. LOTS 1 TO 15 INCL LESS LOTS 11,12 & N1/2 OF
LOT 13. OR178/39.

	 	n
	 	n
	 	04076-000-000
	 	R D Laird 1947 DB 116/395, R
D Laird 1947 DB 113/578,
Samuel Patrick 1948 DB
120/515, Henry Raffield 1951
DB 160/201, Maritime Land
deed, Woodstock Lumber deed,
Raymond Smith trustee deed
	 	 	 	SJ Timberland






 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COUNTY	 	SECTION	 	TOWNSHIP	 	RANGE	 	ACRES(GIS)	 	DESCRIPTION	 	SMURFIT	 	FDOT	 	PARCEL_NUMBER	 	VESTING DEED	 	JOE_TO_JOE DEED	 	OWNER
	Bay
	 	 	26	 	 	5S
	 	12W
	 	 	99.28	 	 	LOTS 11,12 & N1/2 OF LOT 13. OR178/39.

	 	n
	 	n
	 	04077-000-000
	 	Harvey Mathis 1966 ORB 178/39
	 	 	 	SJ Timberland
	Bay
	 	 	27	 	 	5S
	 	12W
	 	 	292.38	 	 	ALL ORIGINAL LOTS 1, 2, 3, 4, 5, 6 & 7.

	 	n
	 	n
	 	04078-000-000
	 	R D Laird 1947 DB 116/397
	 	ORB 1058/1562
	 	SJ Timberland
	Bay
	 	 	33	 	 	5S
	 	12W
	 	 	299.44	 	 	E1/2. ELECTRIC UTILITY EASEMENT TO
GULF COAST ELECTRIC COOP 01/13/03 ORB
2227-1261.

	 	y
	 	n
	 	04085-000-000
	 	unknown
	 	ORB 1058/1562
	 	SJ Timberland
	Bay
	 	 	34	 	 	5S
	 	12W
	 	 	641.29	 	 	ALL. ELECTRIC UTILITY EASEMENT TO GULF
COAST ELECTRIC COOP 01/13/03 ORB
2227-1261.

	 	y
	 	n
	 	04086-000-000
	 	unknown
	 	ORB 1058/1562
	 	SJ Timberland
	Bay
	 	 	35	 	 	5S
	 	12W
	 	 	620.38	 	 	ALL. ELECTRIC UTILITY EASEMENT TO GULF
COAST ELECTRIC COOP 01/13/03 ORB
2227-1261.

	 	y
	 	n
	 	04087-000-000
	 	R D Laird 1947 DB 118/29,
Maritime Land deed,
Woodstock Lumber deed,
Raymond Smith trustee deed
	 	 	 	SJ Timberland
	Bay
	 	 	36	 	 	5S
	 	12W
	 	 	607.30	 	 	ALL. ELECTRIC UTILITY EASEMENT TO GULF
COAST ELECTRIC COOP 01/13/03 ORB
2227-1261.

	 	y
	 	n
	 	04088-000-000
	 	R D Laird 1947 DB 118/29,
Maritime Land deed,
Woodstock Lumber deed,
Raymond Smith trustee deed
	 	 	 	SJ Timberland
	Bay
	 	 	1	 	 	6S
	 	12W
	 	 	605.35	 	 	ALL

	 	y
	 	n
	 	04089-000-000
	 	Maritime Land deed,
Woodstock Lumber deed,
Raymond Smith trustee deed
	 	 	 	SJ Timberland
	Bay
	 	 	2	 	 	6S
	 	12W
	 	 	654.70	 	 	ALL

	 	y
	 	n
	 	04090-000-000
	 	Maritime Land deed,
Woodstock Lumber deed,
Raymond Smith trustee deed,
USA 1947 DB 117/292
	 	 	 	SJ Timberland
	Bay
	 	 	3	 	 	6S
	 	12W
	 	 	670.38	 	 	ALL

	 	y
	 	n
	 	04091-000-000
	 	unknown
	 	ORB 1058/1562
	 	SJ Timberland
	Bay
	 	 	4	 	 	6S
	 	12W
	 	 	310.74	 	 	E1/2

	 	y
	 	n
	 	04092-000-000
	 	unknown
	 	ORB 1058/1562
	 	SJ Timberland
	Bay
	 	 	9	 	 	6S
	 	12W
	 	 	303.10	 	 	E1/2 LESS 11.63 A
TO US FJR 3/174
5/14/56. [DUE TO
ITS SMALL SIZE
PARCEL
04102-000-000 WAS
COMBINED INTO THIS
PARCEL IN 2008 PER
REQUEST OF PROPERTY
APPRAISER, SAID
DESCRIPTION
DESCRIBED AS:

	 	y
	 	n
	 	04094-000-000
	 	unknown
	 	ORB 1058/1562
	 	SJ Timberland
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	COMMENCE AT THE NEC
OF SECTION 16;
THENCE SOUTH
238.56’ ; THENCE
WEST 2642.34’ ;
THENCE NORTH
238.56’ ; THENCE
EAST 2630.7’ TO THE
P. O. B.]
	 	 	 	 	 	 	 	 	 	 	 	 
	Bay
	 	 	10	 	 	6S
	 	12W
	 	 	331.31	 	 	N1/2

	 	y
	 	n
	 	04095-000-000
	 	R D Laird 1947 DB 116/403
	 	ORB 1058/1562
	 	SJ Timberland
	Bay
	 	 	10	 	 	6S
	 	12W
	 	 	327.43	 	 	S1/2

	 	y
	 	n
	 	04096-000-000
	 	W H Leonard 1949 DB 132/353,
	 	ORB 1058/1562
	 	SJ Timberland
	Bay
	 	 	11	 	 	6S
	 	12W
	 	 	650.95	 	 	ALL

	 	y
	 	n
	 	04097-000-000
	 	Maritime Land deed,
Woodstock Lumber deed,
Raymond Smith trustee deed
	 	 	 	SJ Timberland
	Bay
	 	 	12	 	 	6S
	 	12W
	 	 	615.76	 	 	ALL

	 	y
	 	n
	 	04098-000-000
	 	Maritime Land deed,
Woodstock Lumber deed,
Raymond Smith trustee deed
	 	 	 	SJ Timberland
	Bay
	 	 	34	 	 	3S
	 	13W
	 	 	652.97	 	 	ALL. ACCESS
EASEMENT FROM FLA
POWER CORP D/B/A
PROGRESS ENERGY
FILED 7/21/03 IN
ORB 2310-891.

	 	n
	 	n
	 	05989-000-000
	 	Owen Wood 1952 DB 152/100
	 	ORB 1156/1779
	 	SJ Timberland
	Bay
	 	 	3	 	 	4S
	 	13W
	 	 	592.72	 	 	ALL LESS 21.16 AC.
TO FPC 6/19/62 DB
74/147. SOLD A 750’
X 750’ PARCEL THAT
BEG AT NE COR SEC
3, GOES SLY ABOUT
1719’ & HAS ACCESS
THRU EASEMENT FROM
SR 22 TO BAY COUNTY
AS PER L/T 129 OF
2003. ACCESS
EASEMENT FROM FLA
POWER CORP D/B/A
PROGRESS ENERGY
FILED 7/21/03 IN
ORB 2310-891.

	 	n
	 	y
	 	05994-000-000
	 	Owen Wood 1952 DB 152/100
	 	ORB 1156/1779
	 	SJ Timberland






 









 





Schedule 4.24

Ownership Structure




Consolidated Subsidiaries:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Percentage	 	 	 	 	 	 
	 	 	State of	 	 	 	Ownership	 	 	 	Nature of Capital
	Name	 	Organization	 	Shareholder / Member	 	Interest	 	 	 	Security
	Artisan Park, L.L.C.
	 	DE	 	The St. Joe Company	 	 	74	%	 	 	 	Membership Interest
	 
	 	 	 	Diamond Fund Real Estate Fund, L.P.	 	 	26	%	 	 	 	Membership Interest
	Crooked Creek Utility Company
	 	FL	 	The St. Joe Company	 	 	100	%	 	 	 	Common Shares
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Eagle Point, L.L.C.
	 	FL	 	The St. Joe Company	 	 	100	%	 	 	 	Membership Interest
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Paradise Pointe, L.L.C.
	 	FL	 	The St. Joe Company	 	 	100	%	 	 	 	Membership Interest
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Park Point Land, LLC
	 	FL	 	The St. Joe Company	 	 	100	%	 	 	 	Membership Interest
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Plume Street, LLC
	 	DE	 	The St. Joe Company	 	 	99	%	 	 	 	Membership Interest
	 
	 	 	 	Plume Street Manager, LLC	 	 	1	% 	 	 	 	Membership Interest
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Plume Street Manager, LLC
	 	DE	 	The St. Joe Company	 	 	100	%	 	 	 	Membership Interest
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Residential Community Title Company
	 	DE	 	The St. Joe Company	 	 	100	%	 	 	 	Common Shares
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SJP Technology Company
	 	FL	 	The St. Joe Company	 	 	100	%	 	 	 	Common Shares
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Southeast Bonded Homebuilder Warranty Association, L.L.C.
	 	FL	 	The St. Joe Company	 	 	100	%	 	 	 	Membership Interest
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	St. James Island Utility Company
	 	FL	 	The St. Joe Company	 	 	100	%	 	 	 	Common Shares
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	St. Joe Capital I, Inc.
	 	DE	 	The St. Joe Company	 	 	90.1	%	 	 	 	Common Shares
	 
	 	 	 	St. Joe Residential Acquisitions, Inc.	 	 	9.9	%	 	 	 	Common Shares
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	St. Joe Central Florida Contracting, Inc.
	 	FL	 	The St. Joe Company	 	 	100	%	 	 	 	Common Shares
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	St. Joe Community Sales, Inc.
	 	FL	 	The St. Joe Company	 	 	100	%	 	 	 	Common Shares
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 






 









 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Percentage	 	 	 	 	 	 
	 	 	State of	 	 	 	Ownership	 	 	 	Nature of Capital
	Name	 	Organization	 	Shareholder / Member	 	Interest	 	 	 	Security
	St. Joe Finance Company
	 	FL	 	St. Joe Capital I, Inc.	 	 	100	%	 	 	 	Common Shares
	 
	 
	 	 	 	St. Joe Capital I, Inc.	 	 	99	%	 	 	 	Preferred Shares
	 
	 	 	 	Various individuals	 	 	1	%	 	 	 	Preferred Shares
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	St. Joe Residential Acquisitions, Inc.
	 	FL	 	The St. Joe Company	 	 	100	%	 	 	 	Common Shares
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	St. Joe Timberland Company of Delaware, L.L.C.
	 	DE	 	The St. Joe Company	 	 	100	%	 	 	 	Membership Interest
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	St. Joe Utilities Company
	 	FL	 	The St. Joe Company	 	 	100	%	 	 	 	Common Shares
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	St. Joe-Southwood Properties, Inc.,
	 	FL	 	The St. Joe Company	 	 	100	%	 	 	 	Common Shares
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sunshine State Cypress, Inc.
	 	FL	 	The St. Joe Company	 	 	100	%	 	 	 	Common Shares
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SweetTea Publishing, L.L.C.
	 	FL	 	The St. Joe Company	 	 	100	%	 	 	 	Membership Interest
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Talisman Sugar Corporation
	 	FL	 	The St. Joe Company	 	 	100	%	 	 	 	Common Shares







Special purpose entities that are both Subsidiaries and Unconsolidated Affiliates:




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Percentage	 	 
	 	 	State of	 	 	 	Ownership	 	Nature of Capital
	Name	 	Organization	 	Shareholder / Member	 	Interest	 	Security
	Florida Timber Finance I, LLC
	 	DE	 	St. Joe Timberland Company of Delaware, L.L.C.	 	 	100	%	 	Membership Interest
	 
	 	 	 	 	 	 	 	 	 	 
	Florida Timber Finance II, LLC
	 	DE	 	St. Joe Timberland Company of Delaware, L.L.C.	 	 	100	%	 	Membership Interest
	 
	 	 	 	 	 	 	 	 	 	 
	Florida Timber Finance III, LLC
	 	DE	 	St. Joe Timberland Company of Delaware, L.L.C.	 	 	100	%	 	Membership Interest
	 
	 	 	 	 	 	 	 	 	 	 
	Georgia Timber Finance I, LLC
	 	DE	 	St. Joe Timberland Company of Delaware, L.L.C.	 	 	100	%	 	Membership Interest






 









 






Unconsolidated Affiliates:




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Percentage	 	 
	 	 	State of	 	 	 	Ownership	 	Nature of Capital
	Name	 	Organization	 	Shareholder / Member	 	Interest	 	Security
	East San Marco, LLC
	 	FL	 	The St. Joe Company	 	 	50	%	 	Membership Interest
	 
	 	 	 	Regency Realty Group, Inc.	 	 	50	%	 	Membership Interest
	 
	 	 	 	 	 	 	 	 	 	 
	Paseos, LLC
	 	DE	 	The St. Joe Company	 	 	50	%	 	Membership Interest
	 
	 	 	 	Newland National	 	 	50	%	 	Membership Interest
	 
	 	 	 	Partners II, LP	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Paseos Title, LLC
	 	DE	 	Paseos, LLC	 	 	100	%	 	Membership Interest
	 
	 	 	 	 	 	 	 	 	 	 
	Rivercrest, LLC
	 	DE	 	The St. Joe Company	 	 	50	%	 	Membership Interest
	 
	 	 	 	Newland National Partners	 	 	50	%	 	Membership Interest
	 
	 	 	 	II, LLC	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Rivercrest Title, LLC
	 	DE	 	Rivercrest, LLC	 	 	100	%	 	Membership Interest







 









 




Schedule 4.30

Loans, Advances and Investments



See Schedule 5.10 for loans and advances.



See Schedule 5.12 for Investments.



The Borrower and its Subsidiaries have inter-company Investments, loans and advances outstanding
that are permitted pursuant to Sections 5.10 and 5.12.








 









 








Schedule 4.33

Material Contracts



None.







 









 








Schedule 5.10

Loans and Advances



The following are notes receivable payable to the Borrower and/or its Consolidated Subsidiaries as
of August 31, 2008.




	 	 	 	 	 	 	 
	Obligor	 	Amount of Note	 	Payee
	Bay Haven Charter School
	 	 	178,425	 	 	Borrower
	SB Acquisition LLC
	 	 	18,455,706	 	 	Borrower
	Weekley Homes LP (Victoria Park)
	 	 	4,280,025	 	 	Borrower
	Beazer Homes Corp. (Victoria Park)
	 	 	7,761,270	 	 	Borrower
	Lakeridge Homes, Inc.
	 	 	532,350	 	 	Borrower
	Whitaker Enterprises, Inc.
	 	 	55,000	 	 	Borrower
	Classic Construction and Design, Inc
	 	 	189,500	 	 	Borrower
	Beazer Homes Corp (Southwood)
	 	 	1,127,203	 	 	Borrower
	WaterSound Beach HOA
	 	 	507,686	 	 	Borrower
	Beazer Home Corp (Laguna West)
	 	 	2,180,640	 	 	Borrower
	Koehnemann Construction, Inc.
	 	 	225,000	 	 	St. Joe Timberland
	Paul Thrasher Builder, Inc.
	 	 	220,500	 	 	St. Joe Timberland
	Thirteen Mile LLC
	 	 	77,513	 	 	Borrower
	Pier Park CDD
	 	 	2,229,990	 	 	Borrower
	Bookit.Com Holdings, LLC
	 	 	584,148	 	 	Borrower
	Perry Pines LLC
	 	 	6,263,190	 	 	St. Joe Timberland
	David Piercy
	 	 	97,241	 	 	Borrower
	John W Dillworth and Beverly Dillworth
	 	 	18,414	 	 	Borrower
	Raymond W Brester and Danita Brewster
	 	 	23,241	 	 	Borrower
	Michael A Long and Ferrly Long
	 	 	31,029	 	 	Borrower
	Ben J Cherek and Johannah Cherek
	 	 	22,176	 	 	St. Joe Timberland
	Michael W Miller and Janet Miller
	 	 	47,685	 	 	Borrower
	Jeff D Chapman and Linda Chapman
	 	 	220,852	 	 	Borrower
	Larry Joseph Calmbacher
	 	 	42,936	 	 	Borrower
	George Melvin and Shirley Melvin
	 	 	16,488	 	 	Borrower
	St. Marks Holdings II, LLC
	 	 	39,556,927 	*	 	St. Joe Timberland
	St. Marks Holdings III, LLC
	 	 	38,393,289 	*	 	St. Joe Timberland
	Advantis Holdings, LLC
	 	 	7,140,943	 	 	Borrower
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Total
	 	 	130,479,367	 	 	 








 




			
	*	 	These installment notes receivable were contributed to Florida Timber Finance III, LLC, an
unconsolidated subsidiary of the Borrower, as of September 1, 2008 in connection with the
monetization of these installment notes on September 5, 2008.




 









 










Schedule 5.12

Investments



Investments in Subsidiaries and Unconsolidated Affiliates set forth on Schedule 4.24.



Investments in entities that are Unconsolidated Affiliates as of August 31, 2008 were:




	 	 	 	 	 

	Rivercrest L.L.C
	 	$	613,252	 
	Paseos, L.L.C
	 	 	1,248,733	 
	East San Marco L.L.C
	 	 	1,974,878	*
	 
	 	 	 
	 
	 	 	 	 
	Total
	 	$	3,836,863	 








 




			
	*	 	Amount includes Borrower’s guaranty of 50% of the debt of the entity.




 









 










Schedule 5.13

Permitted Liens





	1.	 	St. Joe Finance Company holds unrecorded mortgages as security for the promissory
notes identified on Schedule 1 to the Subordination Agreement. The mortgages apply to
all land owned by (i) Borrower in Walton, Wakulla, St. Johns, Leon, Gulf, Franklin, Duval
and Bay Counties, Florida; (ii) St. Joe Timberland Company of Delaware, LLC in Gadsden,
Gulf, Jefferson, Leon, Liberty, Wakulla, Walton, Franklin, Duval, Calhoun, and Bay
Counties, Florida; and (iii) St. Joe Residential Acquisitions, Inc. in Duval, St. Johns
and Volusia Counties, Florida.
	 
	2.	 	The Debt related to various Community Development Districts described on Schedule
5.30 is secured by assessments on the individual parcels within various communities.
	 
	3.	 	Liens on and incidental to the real property in the Borrower’s residential
developments known as RiverTown and SevenShores associated with the debt described on
Schedule 5.30 as RiverTown Special Assessment and the Hayden Lane I, Ltd.




 









 











Schedule 5.30

Outstanding Debt



The following are the Debt obligations of the Borrower and/or its Consolidated Subsidiaries as of
August 31, 2008 involving third parties.




	 	 	 	 	 
	Description	 	Amount	 
	Plume Street Defeased Debt (related to office building sale)
	 	$	29,502,758	 
	RiverTown Special Assessment
	 	 	3,449,754	 
	Debt related to various Community Development Districts*
	 	 	15,362,566	 
	Hayden Lane I, Ltd. (related to SevenShores development)
	 	 	5,593,727	 
	 
	 	 	 
	 
	 	 	 	 
	Total
	 	$	53,908,805	 








 




			
	*	 	Various Community Development Districts associated with communities where Borrower has been or
continues to be the developer have issued debt. A fixed-and-determinable test is performed on a
quarterly basis to determine the amount of debt required to be booked on the Borrower’s balance
sheet. The debt booked is mostly associated with the platted-but-unsold parcels.




 









 










Schedule 5.36

Operating Leases



The following is a list of leases in which the Borrower and/or its Subsidiaries are the lessee:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Location	 	Landlord	 	 	Monthly Rent	 	 	Rental Periods	 	 	Expiration	 
	245 Riverside
	 	RIV Owner LLC	 	$	73,625.79	 	 	 	1/1/2008 - 12/31/2008	 	 	12/31/2011
	Jacksonville, FL
	 	 	 	 	 	$	75,841.71	 	 	 	1/1/2009 - 12/31/2009	 	 	 	 	 
	 
	 	 	 	 	 	$	78,841.71	 	 	 	1/1/2010 - 12/31/2010	 	 	 	 	 
	 
	 	 	 	 	 	$	80,488.00	 	 	 	1/1/2011 - 12/31/2011	 	 	 	 	 
	 
	 		 	 	 	 	 	 	 	 	 	 	 	 
	Flagler Center
	 	Flagler Development Company	 	$	15,711.56	 	 	 	5/1/2008 - 4/30/2009	 	 	4/30/2012
	Jacksonville, FL
	 	 	 	 	 	$	16,178.54	 	 	 	5/1/2009 - 4/30/2010	 	 	 	 	 
	 
	 	 	 	 	 	$	16,668.12	 	 	 	5/1/2010 - 4/30/2011	 	 	 	 	 
	 
	 	 	 	 	 	$	17,165.22	 	 	 	5/1/2011 - 4/30/2012	 	 	 	 	 
	 
	 		 	 	 	 	 	 	 	 	 	 	 	 
	Beckrich One
	 	BCK Owner LLC	 	$	44,765.16	 	 	 	1/1/2008 - 12/31/2008	 	 	12/31/2011
	Panama City Beach, FL
	 	 	 	 	 	$	45,679.66	 	 	 	1/1/2009 - 12/31/2009	 	 	 	 	 
	 
	 	 	 	 	 	$	46,625.18	 	 	 	1/1/2010 - 12/31/2010	 	 	 	 	 
	 
	 	 	 	 	 	$	47,601.69	 	 	 	1/1/2011 - 12/31/2011	 	 	 	 	 
	 
	 		 	 	 	 	 	 	 	 	 	 	 	 
	SouthWood One Tallahassee, FL
	 	SWD Owner LLC	 	$	33,011.73	 	 	 	1/1/2008 - 12/31/2008	 	 	12/31/2011
	
	 	 	 	 	 	$	33,992.17	 	 	 	1/1/2009 - 12/31/2009	 	 	 	 	 
	 
	 	 	 	 	 	$	35,006.23	 	 	 	1/1/2010 - 12/31/2010	 	 	 	 	 
	 
	 	 	 	 	 	$	36,053.89	 	 	 	1/1/2011 - 12/31/2011	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Oven Park Tallahassee, FL
	 	Tallahassee Ventures, LLC	 	$	20,172.75	 	 	 	5/1/2008 - 4/30/2009	 	 	4/30/2009
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Downtown Tallahassee Tallahassee, FL
	 	Dutko Poole McKinley	 	$	1,000.00	 	 	Entire Term	 	15 days notice by either party to cancel
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5660 New Northside
	 	NNO Owner LLC	 	$	137.33	 	 	 	1/1/2008 - 12/31/2008	 	 	12/31/2011
	Atlanta, GA
	 	 	 	 	 	$	141.47	 	 	 	1/1/2009 - 12/31/2009	 	 	 	 	 
	 
	 	 	 	 	 	$	145.73	 	 	 	1/1/2010 - 12/31/2010	 	 	 	 	 
	 
	 	 	 	 	 	$	150.13	 	 	 	1/1/2011 - 12/31/2011	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Artisan Park Celebration, FL
	 	Celebration Corporate Center LLC	 	$	2,609.25	 	 	 	6/1/2008 - 12/1/2008	 	 	12/1/2008
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Victoria Park Welcome Center
	 	F&T Victoria, LLC	 	$	4,494.00	 	 	TBD - Year 1	 	36 mos
	Deland, FL
	 	 	 	 	 	$	4,628.82	 	 	TBD - Year 2	 	 	 	 
	 
	 	 	 	 	 	$	4,767.68	 	 	TBD - Year 3	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	East San Marco Sales Center
	 	SMP LLC	 	$	0.00	 	 	Entire Term	 	36 mos
	Jacksonville, FL
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	RiverTown Welcome Center
	 	Regency Realty Group	 	$	10,748.95	 	 	 	9/1/08 - 8/31/09	 	 	08/31/2009
	St. Johns County, FL
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Location	 	Landlord	 	 	Monthly Rent	 	 	Rental Periods	 	 	Expiration	 
	Windmark Village Center
Port St. Joe, FL
	 	Metro Trailer	 	$	637.20	 	 	Month to Month	 	30 days notice to cancel
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Victoria Park Welcome Center
 Deland, FL
	 	Vanguard Modular	 	$	3,100.00	 	 	Month to Month	 	30 days notice to cancel
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sunshine State Cypress
	 	Williams Scotman	 	$	828.90	 	 	Month to Month	 	30 days notice to cancel
	Bay Point Marina

Panama City Beach, FL
	 	State of Florida	 	$	30,344.85
 Annually      	 	 	Entire Term	 	10/22/2011
	 
	Timber Island
Carrabelle, FL
	 	State of Florida	 	$	675.03
 Annually - lift	 	 	Entire Term	 	1/23/2011
12/19/2010
	
	 	 	 	 	 	$	    11,165.44

Annually -    
dock/ramp    	 	 	 	 	 	
	 
	 		 	 	 	 	 	 	 	 	 	 	 	 
	WaterColor Beach Club
	 	WaterColor Community Association	 	$	4,166.67	 	 	 	1/1/2008 - 12/31/2009	 	 	12/31/2009








 











 





FIRST AMENDMENT TO CREDIT AGREEMENT




          THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made as of the 30th day of
October, 2008, by and among THE ST. JOE COMPANY, a Florida corporation, ST. JOE TIMBERLAND COMPANY
OF DELAWARE, L.L.C., a Delaware limited liability company, ST. JOE FINANCE COMPANY, a Florida
corporation, ST. JOE RESIDENTIAL ACQUISITIONS, INC., a Florida corporation, the LENDERS listed on
the signature pages hereof and BRANCH BANKING AND TRUST COMPANY, as Administrative Agent.



R E C I T A L S:




          The Borrower, the Initial Guarantors, the Administrative Agent and the Lenders have entered
into a certain Credit Agreement dated as of September 19, 2008 (referred to herein as the “Credit
Agreement”). Capitalized terms used in this Amendment which are not otherwise defined in this
Amendment shall have the respective meanings assigned to them in the Credit Agreement.



          The Borrower and Initial Guarantors have requested the Administrative Agent and the Lenders to
amend Section 5.07 and Section 5.23 of the Credit Agreement. The Lenders, the Administrative
Agent, the Initial Guarantors and the Borrower desire to amend the Credit Agreement upon the terms
and conditions hereinafter set forth.



          NOW, THEREFORE, in consideration of the Recitals and the mutual promises contained herein and
for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Borrower, the Initial Guarantors, the Administrative Agent and the Lenders,
intending to be legally bound hereby, agree as follows:



          SECTION 1.  Recitals.  The Recitals are incorporated herein by reference and shall be
deemed to be a part of this Amendment.



          SECTION 2.  Amendments.  The Credit Agreement is hereby amended as set forth in this
Section 2.



          SECTION 2.01.  Amendment to Section 5.07.  Section 5.07 of the Credit Agreement is
amended and restated to read in its entirety as follows:




     SECTION 5.07.  Minimum Consolidated Tangible Net Worth.  Consolidated
Tangible Net Worth shall at no time be less than 90% of the Consolidated Tangible Net
Worth on June 30, 2008 plus 100% of the cumulative Net Proceeds of Capital
Stock/Conversion of Debt received during any period after June 30, 2008, calculated
quarterly at the end of each Fiscal Quarter.



 









 





          SECTION 2.02.  Amendment to Section 5.23.  Section 5.23 of the Credit Agreement is
amended and restated to read in its entirety as follows:




     SECTION 5.23.  Environmental Matters.  No Loan Party or any Subsidiary
of a Loan Party will, nor will any Loan Party permit any Third Party to, use,
produce, manufacture, process, treat, recycle, generate, store, dispose of, manage
at, or otherwise handle or ship or transport to or from the Properties any Hazardous
Materials except for Hazardous Materials used, produced, manufactured, processed,
treated, recycled, generated, stored, disposed, managed or otherwise handled in the
ordinary course of business in compliance in all material respects with all
applicable Environmental Requirements.



          SECTION 3.  Conditions to Effectiveness.  The effectiveness of this Amendment and the
obligations of the Lenders hereunder are subject to the following conditions, unless the Required
Lenders waive such conditions:



          (a) receipt by the Administrative Agent from each of the parties hereto of a duly executed
counterpart of this Amendment signed by such party;



          (b) the Administrative Agent shall have received resolutions from the Borrower and Initial
Guarantors and other evidence as the Administrative Agent may reasonably request, respecting the
authorization, execution and delivery of this Amendment; and



          (c) the fact that the representations and warranties of the Borrower and Initial Guarantors
contained in Section 5 of this Amendment shall be true on and as of the date hereof.



          SECTION 4.  No Other Amendment.  Except for the amendments set forth above, the text
of the Credit Agreement shall remain unchanged and in full force and effect. This Amendment is not
intended to effect, nor shall it be construed as, a novation. The Credit Agreement and this
Amendment shall be construed together as a single agreement. Nothing herein contained shall waive,
annul, vary or affect any provision, condition, covenant or agreement contained in the Credit
Agreement, except as herein amended, nor affect nor impair any rights, powers or remedies under the
Credit Agreement as hereby amended. The Lenders and the Administrative Agent do hereby reserve all
of their rights and remedies against all parties who may be or may hereafter become secondarily
liable for the repayment of the Notes. The Borrower and Initial Guarantors promise and agree to
perform all of the requirements, conditions, agreements and obligations under the terms of the
Credit Agreement, as heretofore and hereby amended, and the other Loan Documents being hereby
ratified and affirmed. The Borrower and Initial Guarantors hereby expressly agree that the Credit
Agreement, as amended, and the other Loan Documents are in full force and effect.



          SECTION 5.  Representations and Warranties.  The Borrower and Initial Guarantors
hereby represent and warrant to each of the Lenders as follows:



2









 





          (a) No Default or Event of Default under the Credit Agreement or any other Loan Document has
occurred and is continuing unwaived by the Lenders on the date hereof.



          (b) The Borrower and Initial Guarantors have the power and authority to enter into this
Amendment and to do all acts and things as are required or contemplated hereunder to be done,
observed and performed by them.



          (c) This Amendment has been duly authorized, validly executed and delivered by one or more
authorized officers of the Borrower and Initial Guarantors and constitutes the legal, valid and
binding obligations of the Borrower and Initial Guarantors enforceable against them in accordance
with its terms, provided that such enforceability is subject to general principles of equity.



          (d) The execution and delivery of this Amendment and the performance by the Borrower and
Initial Guarantors hereunder do not and will not require the consent or approval of any regulatory
authority or governmental authority or agency having jurisdiction over the Borrower, or any
Guarantor, nor be in contravention of or in conflict with the articles of incorporation, bylaws or
other organizational documents of the Borrower, or any Guarantor that is a corporation, the
articles of organization or operating agreement of any Guarantor that is a limited liability
company, or the provision of any statute, or any judgment, order or indenture, instrument,
agreement or undertaking, to which any Borrower, or any Guarantor is party or by which the assets
or properties of the Borrower and Initial Guarantors are or may become bound.



          SECTION 6.  Counterparts.  This Amendment may be executed in multiple counterparts,
each of which shall be deemed to be an original and all of which, taken together, shall constitute
one and the same agreement.



          SECTION 7.  Governing Law.  This Amendment shall be construed in accordance with and
governed by the laws of the State of North Carolina.



          SECTION 8.  Effective Date.  This Amendment shall be effective as of October 30, 2008.



[The remainder of this page intentionally left blank.]




3









 








          IN WITNESS WHEREOF, the parties hereto have executed and delivered, or have caused their
respective duly authorized officers or representatives to execute and deliver, this Amendment as of
the day and year first above written.



	 	 	 	 	 
	 	THE ST. JOE COMPANY

 	 
	 	By:  	/s/ Stephen W. Solomon
 	 
	 	 	Name:  	Stephen W. Solomon 	 
	 	 	Title:  	Senior Vice President - Treasurer




[CORPORATE SEAL] 	 
	 



	 	 	 	 	 
	 	ST. JOE TIMBERLAND COMPANY OF DELAWARE, L.L.C.

 	 
	 	By:  	/s/ Stephen W. Solomon
 	 
	 	 	Name:  	Stephen W. Solomon 	 
	 	 	Title:  	Senior Vice President - Treasurer





[CORPORATE SEAL] 	 
	 



	 	 	 	 	 
	 	ST. JOE FINANCE COMPANY

 	 
	 	By:  	/s/ Stephen W. Solomon
 	 
	 	 	Name:  	Stephen W. Solomon 	 
	 	 	Title:  	Vice President - Treasurer





[CORPORATE SEAL] 	 
	 



	 	 	 	 	 
	 	ST. JOE RESIDENTIAL ACQUISITIONS, INC.

 	 
	 	By:  	/s/ Stephen W. Solomon
 	 
	 	 	Name:  	Stephen W. Solomon 	 
	 	 	Title:  	Senior Vice President - Treasurer





[CORPORATE SEAL] 	 



4









 







	 	 	 	 	 
	 	BRANCH BANKING AND TRUST COMPANY,

as Administrative Agent and as a Lender

 	 
	 	By:  	/s/
Michael F. Skorich	(SEAL)
	 	 	Name:  	Michael F. Skorich 	 
	 	 	Title:  	Senior Vice President 	 
	 




5












 





SECOND AMENDMENT TO CREDIT AGREEMENT




          THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made as of the 20th day of
February, 2009, by and among THE ST. JOE COMPANY, a Florida corporation, ST. JOE TIMBERLAND COMPANY
OF DELAWARE, L.L.C., a Delaware limited liability company, ST. JOE FINANCE COMPANY, a Florida
corporation, ST. JOE RESIDENTIAL ACQUISITIONS, INC., a Florida corporation, the LENDERS listed on
the signature pages hereof and BRANCH BANKING AND TRUST COMPANY, as Administrative Agent.




RECITALS:




          The Borrower, the Initial Guarantors, the Administrative Agent and the Lenders have entered
into a certain Credit Agreement dated as of September 19, 2008, as amended by a First Amendment to
Credit Agreement dated October 30, 2008 (referred to herein as the “Credit Agreement”).
Capitalized terms used in this Amendment which are not otherwise defined in this Amendment shall
have the respective meanings assigned to them in the Credit Agreement.




          The Borrower and Initial Guarantors have requested the Administrative Agent and the Lenders to
amend Section 5.07 of the Credit Agreement. The Lenders, the Administrative Agent, the Initial
Guarantors and the Borrower desire to amend the Credit Agreement upon the terms and conditions
hereinafter set forth.




          NOW, THEREFORE, in consideration of the Recitals and the mutual promises contained herein and
for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Borrower, the Initial Guarantors, the Administrative Agent and the Lenders,
intending to be legally bound hereby, agree as follows:




          SECTION 1. Recitals. The Recitals are incorporated herein by reference and shall be
deemed to be a part of this Amendment.




          SECTION 2. Amendments. The Credit Agreement is hereby amended as set forth in this
Section 2.




          SECTION 2.01. Amendment to Section 5.07. Section 5.07 of the Credit Agreement is
amended and restated to read in its entirety as follows:





     SECTION 5.07. Minimum Consolidated Tangible Net Worth. Consolidated
Tangible Net Worth shall at no time be less than $900,000,000, plus 100% of the
cumulative Net Proceeds of Capital Stock/Conversion of Debt received during any
period after June 30, 2008, calculated quarterly at the end of each Fiscal Quarter.



 









 





          SECTION 3. Conditions to Effectiveness. The effectiveness of this Amendment and the
obligations of the Lenders hereunder are subject to the following conditions, unless the Required
Lenders waive such conditions:




          (a) receipt by the Administrative Agent from each of the parties hereto of a duly executed
counterpart of this Amendment signed by such party;




          (b) the Administrative Agent shall have received resolutions from the Borrower and Initial
Guarantors and other evidence as the Administrative Agent may reasonably request, respecting the
authorization, execution and delivery of this Amendment; and




          (c) the fact that the representations and warranties of the Borrower and Initial Guarantors
contained in Section 5 of this Amendment shall be true on and as of the date hereof.




          SECTION 4. No Other Amendment. Except for the amendments set forth above, the text
of the Credit Agreement shall remain unchanged and in full force and effect. This Amendment is not
intended to effect, nor shall it be construed as, a novation. The Credit Agreement and this
Amendment shall be construed together as a single agreement. Nothing herein contained shall waive,
annul, vary or affect any provision, condition, covenant or agreement contained in the Credit
Agreement, except as herein amended, nor affect nor impair any rights, powers or remedies under the
Credit Agreement as hereby amended. The Lenders and the Administrative Agent do hereby reserve all
of their rights and remedies against all parties who may be or may hereafter become secondarily
liable for the repayment of the Notes. The Borrower and Initial Guarantors promise and agree to
perform all of the requirements, conditions, agreements and obligations under the terms of the
Credit Agreement, as heretofore and hereby amended, and the other Loan Documents being hereby
ratified and affirmed. The Borrower and Initial Guarantors hereby expressly agree that the Credit
Agreement, as amended, and the other Loan Documents are in full force and effect.




          SECTION 5. Representations and Warranties. The Borrower and Initial Guarantors
hereby represent and warrant to each of the Lenders as follows:




          (a) No Default or Event of Default under the Credit Agreement or any other Loan Document has
occurred and is continuing unwaived by the Lenders on the date hereof.




          (b) The Borrower and Initial Guarantors have the power and authority to enter into this
Amendment and to do all acts and things as are required or contemplated hereunder to be done,
observed and performed by them.




          (c) This Amendment has been duly authorized, validly executed and delivered by one or more
authorized officers of the Borrower and Initial Guarantors and constitutes the legal, valid and
binding obligations of the Borrower and Initial Guarantors enforceable against them in accordance
with its terms, provided that such enforceability is subject to general principles of equity.




2









 








          (d) The execution and delivery of this Amendment and the performance by the Borrower and
Initial Guarantors hereunder do not and will not require the consent or approval of any regulatory
authority or governmental authority or agency having jurisdiction over the Borrower, or any Initial
Guarantor, nor be in contravention of or in conflict with the articles of incorporation, bylaws or
other organizational documents of the Borrower, or any Initial Guarantor that is a corporation, the
articles of organization or operating agreement of any Initial Guarantor that is a limited
liability company, or the provision of any statute, or any judgment, order or indenture,
instrument, agreement or undertaking, to which any Borrower, or any Initial Guarantor is party or
by which the assets or properties of the Borrower and Initial Guarantors are or may become bound.




          SECTION 6. Counterparts. This Amendment may be executed in multiple counterparts,
each of which shall be deemed to be an original and all of which, taken together, shall constitute
one and the same agreement.




          SECTION 7. Governing Law. This Amendment shall be construed in accordance with and
governed by the laws of the State of North Carolina.




          SECTION 8. Effective Date. This Amendment shall be effective as of February 20,
2009.




[The remainder of this page intentionally left blank.]




3









 








          IN WITNESS WHEREOF, the parties hereto have executed and delivered, or have caused their
respective duly authorized officers or representatives to execute and deliver, this Amendment as of
the day and year first above written.




	 	 	 	 	 
	 	THE ST. JOE COMPANY

 	 
	 	By:  	/s/ Stephen W. Solomon
 	 
	 	Name:  	 	Stephen W. Solomon 	 
	 	Title:  	 	Senior Vice President - Treasurer


[CORPORATE SEAL] 	 
	 
	 	ST. JOE TIMBERLAND COMPANY OF DELAWARE, L.L.C.

 
	 	By:  	/s/ Stephen W. Solomon
 	 
	 	Name:  	 	Stephen W. Solomon 	 
	 	Title:  	 	Senior Vice President - Treasurer


[CORPORATE SEAL] 	 
	 
	 	ST. JOE FINANCE COMPANY

 	 
	 	By:  	/s/ Stephen W. Solomon
 	 
	 	Name:  	 	Stephen W. Solomon 	 
	 	Title:  	 	Vice President - Treasurer


[CORPORATE SEAL] 	 
	 
	 	ST. JOE RESIDENTIAL ACQUISITIONS, INC.

 	 
	 	By:  	/s/ Stephen W. Solomon
 	 
	 	Name:  	 	Stephen W. Solomon 	 
	 	Title:  	 	Senior Vice President - Treasurer


[CORPORATE SEAL] 	 
	 




4









 





	 	 	 	 	 
	 	BRANCH BANKING AND TRUST COMPANY,

as Administrative Agent and as a Lender

 	 
	 	By:  	/s/ Michael F. Skorich
 	 (SEAL)
	 	Name:  	 	Michael F. Skorich 	 
	 	Title:  	 	Senior Vice President 	 
	 




5












 




THIRD AMENDMENT TO CREDIT AGREEMENT




     THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made as of the 1st day of May,
2009, by and among THE ST. JOE COMPANY, a Florida corporation, ST. JOE TIMBERLAND COMPANY OF
DELAWARE, L.L.C., a Delaware limited liability company, ST. JOE FINANCE COMPANY, a Florida
corporation, ST. JOE RESIDENTIAL ACQUISITIONS, INC., a Florida corporation, the LENDERS listed on
the signature pages hereof and BRANCH BANKING AND TRUST COMPANY, as Administrative Agent.



RECITALS:




     The Borrower, the Initial Guarantors, the Administrative Agent and the Lenders have entered
into a certain Credit Agreement dated as of September 19, 2008, as amended by a First Amendment to
Credit Agreement dated October 30, 2008 and a Second Amendment to Credit Agreement dated February
20, 2009 (referred to herein, as so amended, as the “Credit Agreement”). Capitalized terms used in
this Amendment which are not otherwise defined in this Amendment shall have the respective meanings
assigned to them in the Credit Agreement.



     The Borrower and Initial Guarantors have requested the Administrative Agent and the Lenders to
(i) change the definition of “Change in Control” within the Credit Agreement and (ii) add new
Section 5.40 to the Credit Agreement, as set forth herein. The Lenders, the Administrative Agent,
the Initial Guarantors and the Borrower desire to amend the Credit Agreement upon the terms and
conditions hereinafter set forth.



     NOW, THEREFORE, in consideration of the Recitals and the mutual promises contained herein and
for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Borrower, the Initial Guarantors, the Administrative Agent and the Lenders,
intending to be legally bound hereby, agree as follows:



     SECTION 1. Recitals. The Recitals are incorporated herein by reference and shall be
deemed to be a part of this Amendment.



     SECTION 2. Amendments. The Credit Agreement is hereby amended as set forth in this
Section 2.



     SECTION 2.01. Amendment to Section 1.01. The definition of “Change in Control” set
forth in Section 1.01 of the Credit Agreement is amended and restated to read in its entirety as
follows:




     “Change in Control” means the occurrence after the Closing Date of any of the
following: (i) any Person or two or more Persons acting in concert shall have
acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities
and Exchange Commission under the Securities Exchange Act of 1934)



 








 






of 25% or more of the outstanding shares of the Voting Stock of the Borrower;
or (ii) as of any date a majority of the board of directors of the Borrower consists
of individuals who were not either (A) directors of the Borrower as of the
corresponding date of the previous year, (B) selected or nominated to become
directors by the board of directors of the Borrower of which a majority of such
board consisted of individuals described in clause (A), or (C) selected or nominated
to become directors by the board of directors of the Borrower of which a majority of
such board consisted of individuals described in clause (A) and individuals
described in clause (B); notwithstanding the foregoing, Fairholme Funds, Inc., a
Maryland corporation, Fairholme Capital Management, L.L.C., a Delaware limited
liability company, and each of their respective Affiliates (as defined in the
Standstill Agreement referenced below) and officers and directors (collectively,
“Fairholme”) may collectively acquire beneficial ownership (within the meaning of
Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange
Act of 1934) of up to 30% in the aggregate of the outstanding shares of the Voting
Stock of the Borrower, provided that: (1) that certain Letter Agreement between the
Borrower and Fairholme dated April 6, 2009 (“Standstill Agreement”) is in full force
and effect; (2) the Standstill Period (as defined in the Standstill Agreement) has
not expired; and (3) neither the Borrower nor Fairholme shall have failed to observe
or perform any material covenant, term, condition or agreement contained or
incorporated by reference in the Standstill Agreement. For the purposes of this
definition, the covenants, terms, conditions or agreements contained in the
Standstill Agreement which are deemed material shall include, without limitation,
those contained in Sections 1(i), 1(ii) and 2 of the Standstill Agreement.



     SECTION 2.01. New Section 5.40. New Section 5.40 is added to the Credit Agreement in
appropriate order as follows:




     SECTION 5.40. Standstill Agreement. The Borrower shall not, and
shall not permit any Loan Party or other Subsidiary to, amend, supplement, restate
or otherwise modify the Standstill Agreement without the consent of the Required
Lenders.



     SECTION 3. Conditions to Effectiveness. The effectiveness of this Amendment and the
obligations of the Lenders hereunder are subject to the following conditions, unless the Required
Lenders waive such conditions:



     (a) receipt by the Administrative Agent from each of the parties hereto of a duly executed
counterpart of this Amendment signed by such party;



     (b) the Administrative Agent shall have received resolutions from the Borrower and Initial
Guarantors and other evidence as the Administrative Agent may reasonably request, respecting the
authorization, execution and delivery of this Amendment; and




2











 





     (c) the fact that the representations and warranties of the Borrower and Initial Guarantors
contained in Section 5 of this Amendment shall be true on and as of the date hereof.



     SECTION 4. No Other Amendment. Except for the amendments set forth above and those
contained in the First Amendment to Credit Agreement dated October 30, 2008 (“First Amendment”),
the Second Amendment to Credit Agreement dated February 20, 2009 (“Second Amendment”), the text of
the Credit Agreement shall remain unchanged and in full force and effect. On and after the Third
Amendment Effective Date, all references to the Credit Agreement in each of the Loan Documents
shall hereafter mean the Credit Agreement as amended by the First Amendment, the Second Amendment
and this Amendment. This Amendment is not intended to effect, nor shall it be construed as, a
novation. The Credit Agreement, the First Amendment, the Second Amendment and this Amendment shall
be construed together as a single agreement. This Amendment shall constitute a Loan Document under
the terms of the Credit Agreement. Nothing herein contained shall waive, annul, vary or affect any
provision, condition, covenant or agreement contained in the Credit Agreement, except as herein
amended, nor affect nor impair any rights, powers or remedies under the Credit Agreement as hereby
amended. The Lenders and the Administrative Agent do hereby reserve all of their rights and
remedies against all parties who may be or may hereafter become secondarily liable for the
repayment of the Notes. The Borrower and Initial Guarantors promise and agree to perform all of
the requirements, conditions, agreements and obligations under the terms of the Credit Agreement,
as heretofore and hereby amended, and the other Loan Documents being hereby ratified and affirmed.
The Borrower and Initial Guarantors hereby expressly agree that the Credit Agreement, as amended,
and the other Loan Documents are in full force and effect.



     SECTION 5. Representations and Warranties. The Borrower and Initial Guarantors
hereby represent and warrant to each of the Lenders as follows:



     (a) No Default or Event of Default under the Credit Agreement or any other Loan Document has
occurred and is continuing unwaived by the Lenders on the date hereof.



     (b) The Borrower and Initial Guarantors have the power and authority to enter into this
Amendment and to do all acts and things as are required or contemplated hereunder to be done,
observed and performed by them.



     (c) This Amendment has been duly authorized, validly executed and delivered by one or more
authorized officers of the Borrower and Initial Guarantors and constitutes the legal, valid and
binding obligations of the Borrower and Initial Guarantors enforceable against them in accordance
with its terms, provided that such enforceability is subject to general principles of equity.



     (d) The execution and delivery of this Amendment and the performance by the Borrower and
Initial Guarantors hereunder do not and will not require the consent or approval of any regulatory
authority or governmental authority or agency having jurisdiction over the Borrower, or any Initial
Guarantor, nor be in contravention of or in conflict with the articles of incorporation, bylaws or
other organizational documents of the Borrower, or any Initial
Guarantor that is a corporation, the articles of organization or operating agreement of any




3











 




Initial
Guarantor that is a limited liability company, or the provision of any statute, or any judgment,
order or indenture, instrument, agreement or undertaking, to which any Borrower, or any Initial
Guarantor is party or by which the assets or properties of the Borrower and Initial Guarantors are
or may become bound.




          SECTION 6. Counterparts. This Amendment may be executed in multiple counterparts,
each of which shall be deemed to be an original and all of which, taken together, shall constitute
one and the same agreement.




          SECTION 7. Governing Law. This Amendment shall be construed in accordance with and
governed by the laws of the State of North Carolina.




          SECTION 8. Effective Date. This Amendment shall be effective as of May 1, 2009
(“Third Amendment Effective Date”).




          SECTION 9. Amendment Fee. On the date hereof, the Borrower and the Initial
Guarantors shall pay to the Administrative Agent for the ratable account of each Lender an
amendment fee in an amount equal to the product of: (i) the amount of such Lender’s Revolver
Commitment, times (ii) 0.07%.




[The remainder of this page intentionally left blank.]





4











 





          IN WITNESS WHEREOF, the parties hereto have executed and delivered, or have caused their
respective duly authorized officers or representatives to execute and deliver, this Amendment as of
the day and year first above written.




	 	 	 	 	 	 	 
	 	 	THE ST. JOE COMPANY
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Stephen W. Solomon
 

Stephen W. Solomon
	 	 
	 

	 	Title:
	 	Senior Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	[CORPORATE SEAL]	 	 
	 
	 	 	 	 	 	 
	 	 	ST. JOE TIMBERLAND COMPANY OF DELAWARE, L.L.C.
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Stephen W. Solomon
 

Stephen W. Solomon
	 	 
	 

	 	Title:
	 	Senior Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	[CORPORATE SEAL]	 	 
	 
	 	 	 	 	 	 
	 	 	ST. JOE FINANCE COMPANY
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Stephen W. Solomon
 

Stephen W. Solomon
	 	 
	 

	 	Title:
	 	Senior Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	[CORPORATE SEAL]	 	 
	 
	 	 	 	 	 	 
	 	 	ST. JOE RESIDENTIAL ACQUISITIONS, INC.
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Stephen W. Solomon
 

Stephen W. Solomon
	 	 
	 

	 	Title:
	 	Senior Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	[CORPORATE SEAL]	 	 







5











 





	 	 	 	 	 	 	 
	 	 	BRANCH BANKING AND TRUST COMPANY,	 	 
	 	 	as Administrative Agent and as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Christopher E. Verwoerdt
	 	(SEAL)
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Christopher E. Verwoerdt	 	 
	 

	 	Title:
	 	Senior Vice President	 	 







6











 





FOURTH AMENDMENT TO CREDIT AGREEMENT




          THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made the 15th day of October,
2009, by and among THE ST. JOE COMPANY, a Florida corporation, ST. JOE TIMBERLAND COMPANY OF
DELAWARE, L.L.C., a Delaware limited liability company, ST. JOE FINANCE COMPANY, a Florida
corporation, the LENDERS listed on the signature pages hereof and BRANCH BANKING AND TRUST COMPANY,
as Administrative Agent.




R E
C I T A L S:




          The Borrower, the Initial Guarantors, the Administrative Agent and the Lenders entered into a
certain Credit Agreement dated as of September 19, 2008, as amended by a First Amendment to Credit
Agreement dated October 30, 2008, a Second Amendment to Credit Agreement dated February 20, 2009
and a Third Amendment to Credit Agreement dated May 1, 2009 (referred to herein, as so amended, as
the “Credit Agreement”). Capitalized terms used in this Amendment which are not otherwise defined
in this Amendment shall have the respective meanings assigned to them in the Credit Agreement.




          The Borrower and the Guarantors have requested the Administrative Agent and the Lenders to (i)
change the definition of “Termination Date” within the Credit Agreement and (ii) amend Sections
2.06, 2.07, 5.01, 5.07, 5.12, 5.30 and 5.38 of the Credit Agreement, as set forth herein. The
Lenders, the Administrative Agent, the Guarantors and the Borrower desire to amend the Credit
Agreement upon the terms and conditions hereinafter set forth.




          NOW, THEREFORE, in consideration of the Recitals and the mutual promises contained herein and
for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Borrower, the Guarantors, the Administrative Agent and the Lenders, intending to
be legally bound hereby, agree as follows:




          SECTION 1. Recitals. The Recitals are incorporated herein by reference and shall be
deemed to be a part of this Amendment.




          SECTION 2. Amendments. The Credit Agreement is hereby amended as set forth in this
Section 2.




          SECTION 2.01. Amendment to Section 1.01. The definition of “Termination Date” set
forth in Section 1.01 of the Credit Agreement is amended and restated to read in its entirety as
follows:




          “Termination Date” means the earlier to occur of (i) September 19, 2012, (ii) the
date the Revolver Commitments are terminated pursuant to Section 6.01 following the
occurrence of an Event of Default, or (iii) the date the Borrower terminates the Revolver
Commitments entirely pursuant to Section 2.09.




          SECTION 2.02. Amendment to Section 2.06(a). Section 2.06(a) of the Credit
Agreement is amended and restated to read in its entirety as follows:




          SECTION 2.06 Interest Rates.





     (a) “Applicable Margin” shall be determined by the Administrative Agent from time to
time, based upon the ratio of Total Indebtedness to Total Asset Value (as set forth in the
Margin and Fee Rate Certificate most recently delivered by the Borrower pursuant to
Section 5.01(j)), as follows:



	 	 	 	 	 	 	 	 	 
	Ratio of Total Indebtedness	 	Euro-Dollar Loans and	 	Base
	to Total Asset Value	 	Letters of Credit	 	Rate Loans
	Greater than or equal to 40%

	 	 	2.75	%	 	 	1.75	%
	Greater than or equal to 25%
but less than 40%

	 	 	2.50	%	 	 	1.50	%
	Greater than or equal to 10%
but less than 25%

	 	 	2.25	%	 	 	1.25	%
	Less than 10%

	 	 	2.00	%	 	 	1.00	%






 









 






          Any adjustment to the Applicable Margin shall be effective (a) in the case of a Margin and
Fee Rate Certificate delivered in connection with quarterly financial statements of the
Borrower delivered pursuant to Section 5.01(b), as of the date 55 days following the end of the
last day of the applicable Fiscal Quarter covered by such Margin and Fee Rate Certificate, (b)
in the case of a Margin and Fee Rate Certificate delivered in connection with annual financial
statements of the Borrower delivered pursuant to Section 5.01(a), as of the date 85 days
following the end of the last day of the applicable Fiscal Year covered by such Margin and Fee
Rate Certificate, and (c) in the case of any other Margin and Fee Rate Certificate, as of the
date 5 Domestic Business Days following the Administrative Agent’s request for such Margin and
Fee Rate Certificate. If the Borrower fails to deliver a Margin and Fee Rate Certificate
pursuant to Section 5.01(j), the Applicable Margin shall be determined as if the ratio of Total
Indebtedness to Total Asset Value is greater than 40% until the date of the delivery of the
required Margin and Fee Rate Certificate. As of the Closing Date, and thereafter until changed
as provided above, the Applicable Margin shall be determined as if the ratio of Total
Indebtedness to Total Asset Value is less than 10%. Any change in the Applicable Margin on any
day shall result in a corresponding change, effective on and as of such day, in the interest
rate applicable to the Advances and in the fees applicable to each Letter of Credit outstanding
on such day; provided, that no Applicable Margin shall be decreased pursuant to this Section
2.06 if a Default is in existence on such day. In the event that any financial statement or
Margin and Fee Rate Certificate delivered pursuant to Section 5.01 is shown to be, or becomes
known to be, inaccurate (regardless of whether this Agreement or the Revolver Commitments are
in effect when such inaccuracy is discovered, provided that neither the Administrative Agent
nor any Lender shall request payment pursuant to this sentence more than two years after the
termination of this Agreement and the Revolver Commitments and the payment in full of the
principal of and interest on all Advances), and such inaccuracy, if corrected, would have led
to the application of a higher Applicable Margin under this Section 2.06 for any period rather
than the Applicable Margin applied for such period, then (i) the Borrower shall immediately
deliver to the Administrative Agent a corrected Margin and Fee Rate Certificate and related
financial information for such period, (ii) the Applicable Margin shall be at the actual
Applicable Margin under this Section 2.06 for such period, and (iii) the Borrower shall
immediately pay to the Administrative Agent, for the account of the Lenders, the accrued
additional interest owing as a result of such increased Applicable Margin for such period. The
provisions of this Section 2.06(a) and this definition shall not limit the rights of the
Administrative Agent and the Lenders with respect to Sections 2.06(b) or 2.06(c) or Article VI
and shall survive the termination of this Agreement and the Revolver Commitments. For the
purposes of determining the ratio of Total Indebtedness to Total Asset Value, indebtedness of a
Qualified SPE attributable to Qualified Senior Notes shall be excluded and Qualified
Installment Sale Notes shall not be included in determinations of Total Asset Value.



          SECTION 2.03. Amendment to Section 2.06(c). Section 2.06(c) of the Credit Agreement is
amended and restated to read in its entirety as follows:





     (c) Each Euro-Dollar Advance shall bear interest on the outstanding principal amount
thereof, for the Interest Period applicable thereto, at a rate per annum equal to the sum of:
(1) the Applicable Margin, plus (2) the applicable Adjusted London InterBank Offered Rate for
such Interest Period; provided, however, that interest on each Euro-Dollar Advance shall in no
event be less than four percent (4%) per annum. Such interest shall be payable for each
Interest Period on the last day thereof, provided that interest on Index Euro-Dollar
Advances shall be payable on each Interest Payment Date while such Index Euro-Dollar Advance is
outstanding and the date such Index Euro-Dollar Advance is converted to a Tranche Euro-Dollar
Advance or repaid. Any overdue principal of and, to the extent permitted by applicable law,
overdue interest on any Euro-Dollar Advance shall bear interest, payable on demand, for each
day until paid in full at a rate per annum equal to the Default Rate.




The “London InterBank Offered Rate” applicable to any Euro-Dollar Advance means for the
Interest Period of such Euro-Dollar Advance the rate per annum determined on the basis of the
rate for deposits in Dollars offered for a term comparable to such Interest Period, which rate
appears on the display designated as Reuters Screen LIBOR01 Page (or such other successor page
as may replace Reuters Screen LIBOR01 Page or such other service or services as may be
nominated by the British Banker’s Association for the purpose of displaying London InterBank
Offered Rates for U.S. dollar deposits) determined as of 11:00 a.m. London, England time,



 









 







two (2) Euro-Dollar Business Days prior to the first day of such Interest Period,
provided that if no such offered rates appear on such page, the “London InterBank
Offered Rate” for such Interest Period will be the arithmetic average (rounded upward, if
necessary, to the next higher 1/100th of 1%) of rates quoted by not less than two (2) major
lenders in New York City, selected by the Administrative Agent, at approximately 10:00 A.M.,
New York City time, two (2) Euro-Dollar Business Days prior to the first day of such Interest
Period, for deposits in Dollars offered by leading European banks for a period comparable to
such Interest Period in an amount comparable to the principal amount of such Euro-Dollar
Advance.




“Euro-Dollar Reserve Percentage” means for any day that percentage (expressed as a decimal)
which is in effect on such day, as prescribed by the Board of Governors of the Federal Reserve
System (or any successor) for determining the maximum reserve requirement for a member bank of
the Federal Reserve System in respect of “Eurocurrency liabilities” (or in respect of any other
category of liabilities which includes deposits by reference to which the interest rate on such
Euro-Dollar Advance is determined or any category of extensions of credit or other assets which
includes loans by a non-United States office of any Lender to United States residents). The
Adjusted London InterBank Offered Rate shall be adjusted automatically on and as of the
effective date of any change in the Euro-Dollar Reserve Percentage.



          SECTION 2.04. Amendment to Sections 2.07(a) and (b). Sections 2.07(a) and (b) of the
Credit Agreement are amended and restated to read in their entirety as follows:





          (a) The Borrower shall pay to the Administrative Agent for the ratable account of each
Lender an unused commitment fee equal to the product of: (i) the aggregate of the daily average
amounts of such Lender’s Unused Revolver Commitment, times
(ii) a per annum percentage equal to .50%. Such unused commitment fee shall accrue from and including the Fourth Amendment Effective
Date to and including the Termination Date. Unused commitment fees shall be payable quarterly
in arrears on each Quarterly Payment Date and on the Termination Date; provided that should the
Revolver Commitments be terminated at any time prior to the Termination Date for any reason,
the entire accrued and unpaid fee shall be paid on the date of such termination.




          (b) “Unused Revolver Commitment” means at any date, with respect to any Lender, an amount
equal to its Revolver Commitment less the sum of: (i) the aggregate outstanding principal
amount of its Revolver Advances (excluding Swing Advances); (ii) such Lender’s pro rata share
of the aggregate outstanding principal amount of all advances made by the Letter of Credit
Issuer pursuant to Section 11; and (iii) such Lender’s pro rata share of the Undrawn Amounts.



          SECTION 2.05. Amendment to Section 5.01(j). Section 5.01(j) of the Credit
Agreement is amended and restated to read in its entirety as follows:





          (j) simultaneously with the delivery of each set of financial statements referred to in
clauses (a) and (b) above, and within 5 Domestic Business Days of the Administrative Agent’s
request with respect to any other date, a certificate (the “Margin and Fee Rate Certificate”)
substantially in the form attached hereto as Exhibit K, reflecting the information
needed for a determination of the ratio of Total Indebtedness to Total Asset Value and the
Applicable Margin as at the end of such quarterly accounting period, fiscal year or other date,
as the case may be, in such form as Administrative Agent shall in its sole discretion approve,
together with Borrower’s calculation of the ratio of Total Indebtedness to Total Asset Value
and the Applicable Margin, all as at the end of such quarterly accounting period, fiscal year
or other date, as the case may be. Such Margin and Fee Rate Report shall be certified as to
truth and accuracy by the Chief Financial Officer or other authorized officer of Borrower;



          SECTION 2.06. Amendment to Section 5.07. Section 5.07 of the Credit Agreement is
amended and restated to read in its entirety as follows:




          SECTION 5.07. Minimum Consolidated Tangible Net Worth. Consolidated Tangible
Net Worth shall at no time be less than $800,000,000, plus 100% of the cumulative Net
Proceeds of Capital Stock/Conversion of Debt received during any period after June 30, 2008,
calculated quarterly at the end of each Fiscal Quarter.




          SECTION 2.07. Amendment to Section 5.12. Section 5.12 of the Credit Agreement is
amended and restated to read in its entirety as follows:





 









 









     SECTION 5.12. Investments. No Loan Party nor any Subsidiary of a Loan Party
shall make Investments in any Person except as permitted by Sections 5.08 and 5.10(i) through
(v) and except Investments in (i) Cash and Cash Equivalents, (ii) commercial paper rated A-1 or
the equivalent thereof by Standard & Poor’s Corporation or P-1 or the equivalent thereof by
Moody’s Investors Service, Inc. and in either case maturing within 12 months after the date of
acquisition, (iii) tender bonds the payment of the principal of and interest on which is fully
supported by a letter of credit issued by a United States Bank whose long-term certificates of
deposit are rated at least AA or the equivalent thereof by Standard & Poor’s Corporation or AA
or the equivalent thereof by Moody’s Investors Service, Inc., (iv) any Guarantor; (v) existing
Investments set forth on Schedule 5.12; (vi) Investments in Qualified Installment Sale
Transactions, and (vii) Investments not otherwise permitted under this Section 5.12, made in
the ordinary course of business that do not exceed $175,000,000 in the aggregate at any one
time (exclusive of Qualified Installment Sale Transactions), and at the time when any such
Investment is to be made, and after giving effect thereto, no Default or Event of Default
exists.



          SECTION 2.08. Amendment to Section 5.30. Section 5.30 of the Credit Agreement is
amended and restated to read in its entirety as follows:





     SECTION 5.30. Additional Debt. No Loan Party or Subsidiary of a Loan Party
shall directly or indirectly issue, assume, create, incur or suffer to exist any Debt or
the equivalent (including obligations under capital leases), except for: (a) the Debt owed
to the Lenders under the Loan Documents; (b) the Debt existing and outstanding on the
Closing Date described on Schedule 5.30; (c) intercompany Debt permitted by Section 5.10
(iii), provided that such Debt is at all times subordinated to the Obligations pursuant to
the Subordination Agreement; and (d) Debt not otherwise permitted under this Section 5.30,
the aggregate outstanding principal amount of which shall not, at any time, exceed
$175,000,000 (provided, however, indebtedness of a Qualified SPE in respect of Qualified
Installment Sale Transactions shall not be subject to this Section).



          SECTION 2.09. Amendment to Section 5.38(c). Section 5.38(c) of the Credit
Agreement is amended and restated to read in its entirety as follows:





          (c) If the Administrative Agent or the Required Lenders reasonably determine that they are
required by law or regulation to have appraisals prepared in respect of any Mortgaged Property
of St. Joe Timberland that constitutes or is to constitute Collateral, St. Joe Timberland will,
at its own expense, provide to the Administrative Agent appraisals (or reimburse the
Administrative Agent for such appraisals as Administrative Agent elects to obtain) which
satisfy the applicable requirements of Applicable Laws, and which shall otherwise be in form
and substance reasonably satisfactory to the Administrative Agent; provided, however, at any
time a Trigger Event has occurred and is continuing, St. Joe Timberland will, at its own
expense, provide to the Administrative Agent appraisals (or reimburse the Administrative Agent
for such appraisals as Administrative Agent elects to obtain) in respect to all of the
Mortgaged Property which satisfy the reasonable requirements of Administrative Agent in all
material respects. As long as a Trigger Event is continuing, the Administrative Agent may
require additional appraisals on all or any portion of the Mortgaged Property (at the sole
expense of St. Joe Timberland) in its reasonable discretion.



          SECTION 3. Conditions to Effectiveness. The effectiveness of this Amendment and the
obligations of the Lenders hereunder are subject to the following conditions, unless the Required
Lenders waive such conditions:




          (a) receipt by the Administrative Agent from each of the parties hereto of a duly executed
counterpart of this Amendment signed by such party;




          (b) receipt by the Administrative Agent of all documents which the Administrative Agent may
reasonably request relating to the existence of each Loan Party, the authority for and the validity
of this Amendment and the other Loan Documents, and any other matters relevant hereto, all in form
and substance satisfactory to the Administrative Agent, including without limitation an Officer’s
Certificate, signed by the Secretary, an Assistant Secretary, a member, manager, partner, trustee
or other authorized representative of the respective Loan Party, certifying as to the names, true
signatures and incumbency of the officer or officers of the respective Loan Party authorized to
execute and deliver this Amendment and other Loan Documents, and certifying whether or not any
changes to the entity’s Organizational Documents has taken place since May 1, 2009, and certified
copies of, if applicable, a certificate of the Secretary of State of such Loan Party’s state of
organization as to the good standing or existence of such Loan Party; and a copy of the
Organizational Action taken by the board of directors of the Loan Party or the members, managers,
trustees, partners or


 









 







other applicable Persons authorizing the Loan Party’s execution, delivery and
performance of this Amendment;




          (c) the fact that the representations and warranties of the Borrower and the Guarantors
contained in Section 5 of this Amendment shall be true on and as of the date hereof; and




          (d) All other documents and legal matters in connection with the transactions contemplated by
this Amendment shall be reasonably satisfactory in form and substance to the Administrative Agent
and its counsel.




          SECTION 4. No Other Amendment. Except for the amendments set forth above and those
contained in the First Amendment to Credit Agreement dated October 30, 2008 (“First Amendment”),
the Second Amendment to Credit Agreement dated February 20, 2009 (“Second Amendment”), and the
Third Amendment to Credit Agreement dated May 1, 2009 (“Third Amendment”), the text of the Credit
Agreement shall remain unchanged and in full force and effect. On and after the Fourth Amendment
Effective Date, all references to the Credit Agreement in each of the Loan Documents shall
hereafter mean the Credit Agreement as amended by the First Amendment, the Second Amendment, the
Third Amendment and this Amendment. This Amendment is not intended to effect, nor shall it be
construed as, a novation. The Credit Agreement, the First Amendment, the Second Amendment, the
Third Amendment and this Amendment shall be construed together as a single agreement. This
Amendment shall constitute a Loan Document under the terms of the Credit Agreement. Nothing herein
contained shall waive, annul, vary or affect any provision, condition, covenant or agreement
contained in the Credit Agreement, except as herein amended, nor affect nor impair any rights,
powers or remedies under the Credit Agreement as hereby amended. The Lenders and the Administrative
Agent do hereby reserve all of their rights and remedies against all parties who may be or may
hereafter become secondarily liable for the repayment of the Notes. The Borrower and the Guarantors
promise and agree to perform all of the requirements, conditions, agreements and obligations under
the terms of the Credit Agreement, as heretofore and hereby amended, and the other Loan Documents
being hereby ratified and affirmed. The Borrower and the Guarantors hereby expressly agree that the
Credit Agreement, as amended, and the other Loan Documents are in full force and effect.




          SECTION 5. Representations and Warranties. The Borrower and the Guarantors hereby
represent and warrant to each of the Lenders as follows:




          (a) No Default or Event of Default under the Credit Agreement or any other Loan Document has
occurred and is continuing unwaived by the Lenders on the date hereof.




          (b) The Borrower and the Guarantors have the power and authority to enter into this Amendment
and to do all acts and things as are required or contemplated hereunder to be done, observed and
performed by them.




          (c) This Amendment has been duly authorized, validly executed and delivered by one or more
authorized officers of the Borrower and the Guarantors and constitutes the legal, valid and binding
obligations of the Borrower and the Guarantors enforceable against them in accordance with its
terms, provided that such enforceability is subject to general principles of equity.




          (d) The execution and delivery of this Amendment and the performance by the Borrower and the
Guarantors hereunder do not and will not require the consent or approval of any regulatory
authority or governmental authority or agency having jurisdiction over the Borrower, or any
Guarantor, nor be in contravention of or in conflict with the articles of incorporation, bylaws
or other organizational documents of the Borrower, or any Guarantor that is a corporation, the
articles of organization or operating agreement of any Guarantor that is a limited liability
company, or the provision of any statute, or any judgment, order or indenture, instrument,
agreement or undertaking, to which any Borrower, or any Guarantor is party or by which the assets
or properties of the Borrower and the Guarantors are or may become bound.




          SECTION 6. Counterparts. This Amendment may be executed in multiple counterparts, each
of which shall be deemed to be an original and all of which, taken together, shall constitute one
and the same agreement.




          SECTION 7. Governing Law. This Amendment shall be construed in accordance with and
governed by the laws of the State of North Carolina.




          SECTION 8. Effective Date. This Amendment shall be effective as of September
30, 2009 (“Fourth Amendment Effective Date”).




 









 








          SECTION 9. Amendment Fee. On the date hereof, the Borrower and the Guarantors
shall pay to the Administrative Agent for the ratable account of each Lender an amendment fee in an
amount equal to the product of: (i) the amount of such Lender’s Revolver Commitment, times (ii)
0.25%.




          IN WITNESS WHEREOF, the parties hereto have executed and delivered, or have caused their
respective duly authorized officers or representatives to execute and deliver, this Amendment as of
the day and year first above written.




	 	 	 	 	 	 	 

	 	 	THE ST. JOE COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Stephen W. Solomon
 

Stephen W. Solomon
	 	 
	 

	 	Title:
	 	Senior Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	[CORPORATE SEAL]	 	 
	 
	 	 	 	 	 	 
	 	 	ST. JOE TIMBERLAND COMPANY OF DELAWARE, L.L.C.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Stephen W. Solomon
 

Stephen W. Solomon
	 	 
	 

	 	Title:
	 	Senior Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	[CORPORATE SEAL]	 	 
	 
	 	 	 	 	 	 
	 	 	ST. JOE FINANCE COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Stephen W. Solomon
 

Stephen W. Solomon
	 	 
	 

	 	Title:
	 	Senior Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	[CORPORATE SEAL]	 	 
	 
	 	 	 	 	 	 
	 	 	BRANCH BANKING AND TRUST COMPANY,	 	 
	 
	 	 	 	 	 	 
	 	 	as Administrative Agent and as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Christopher E. Verwoerdt (SEAL)
 

Christopher E. Verwoerdt
	 	 
	 

	 	Title:
	 	Senior Vice President	 	 







 











 






Execution Version




FIFTH AMENDMENT TO CREDIT AGREEMENT




          THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made the 23rd day of December,
2009, by and among THE ST. JOE COMPANY, a Florida corporation, ST. JOE TIMBERLAND COMPANY OF
DELAWARE, L.L.C., a Delaware limited liability company, ST. JOE FINANCE COMPANY, a Florida
corporation, the LENDERS listed on the signature pages hereof and BRANCH BANKING AND TRUST COMPANY,
as Administrative Agent.



RECITALS:




          The Borrower, the Initial Guarantors, the Administrative Agent and the Lenders entered into a
certain Credit Agreement dated as of September 19, 2008, as amended by a First Amendment to Credit
Agreement dated October 30, 2008, a Second Amendment to Credit Agreement dated February 20, 2009, a
Third Amendment to Credit Agreement dated May 1, 2009 and a Fourth Amendment to Credit Agreement
dated October 15, 2009 (referred to herein, as so amended, as the “Credit Agreement”). Capitalized
terms used in this Amendment which are not otherwise defined in this Amendment shall have the
respective meanings assigned to them in the Credit Agreement.



          The Borrower and the Guarantors have requested the Administrative Agent and the Lenders to (i)
amend the definition of “Required Lenders” and Section 5.38(c) within the Credit Agreement, and
(ii) amend the Credit Agreement to increase the Revolver Commitments in an amount equal to
$25,000,000 and to increase the total Revolver Commitments in a total aggregate amount equal to
$125,000,000, as set forth herein (as to (ii), the “Commitment Increase”). The Borrower and the
Guarantors have also requested the joinder of Deutsche Bank Trust Company Americas as an Additional
Lender to facilitate the Commitment Increase. The Lenders, the Administrative Agent, the
Guarantors and the Borrower desire to amend the Credit Agreement upon the terms and conditions
hereinafter set forth.



          NOW, THEREFORE, in consideration of the Recitals and the mutual promises contained herein and
for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Borrower, the Guarantors, the Administrative Agent and the Lenders, intending to
be legally bound hereby, agree as follows:



          SECTION 1. Recitals. The Recitals are incorporated herein by reference and shall be
deemed to be a part of this Amendment.



          SECTION 2. Amendment. The Credit Agreement is hereby amended as set forth in this
Section 2.



          SECTION 2.01. Amendment to Section 1.01. The definition of “Required Lenders” set
forth in Section 1.01 of the Credit Agreement is amended and restated to read in its entirety as
follows:



 








 






          “Required Lenders” means at any time not less than two (2) Lenders (for which
purposes Affiliates of a Lender shall be treated as a single Lender) having at least
66-2/3% of the aggregate amount of the Revolver Commitments or, if the Revolver
Commitments are no longer in effect, not less than two (2) Lenders (for which
purposes Affiliates of a Lender shall be treated as a single Lender) holding at
least 66-2/3% of the aggregate outstanding principal amount of the Revolver Notes
and the Letter of Credit Obligations.



          SECTION 2.02. Amendment to Section 5.38(c). Section 5.38(c) of the Credit Agreement
is amended and restated to read in its entirety as follows:




          (c) If (i) the Ratio of Total Indebtedness to Total Asset Value is greater than
or equal to 35% (as determined upon the delivery of a Margin and Fee Rate
Certificate in compliance with Section 5.01(j)) and the Required Lenders request to
have appraisals prepared in respect of any Mortgaged Property of St. Joe Timberland
that constitutes or is to constitute Collateral, or (ii) the Administrative Agent or
the Required Lenders reasonably determine that they are required by law or
regulation to have appraisals prepared in respect of any Mortgaged Property of St.
Joe Timberland that constitutes or is to constitute Collateral, St. Joe Timberland
will, at its own expense, provide to the Administrative Agent appraisals (or
reimburse the Administrative Agent for such appraisals as Administrative Agent or
the Required Lenders elect to obtain) which satisfy the applicable requirements of
Applicable Laws, and which shall otherwise be in form and substance reasonably
satisfactory to the Administrative Agent; provided, however, at any time a Trigger
Event has occurred and is continuing, St. Joe Timberland will, at its own expense,
provide to the Administrative Agent appraisals (or reimburse the Administrative
Agent for such appraisals as Administrative Agent or the Required Lenders elect to
obtain) in respect to all of the Mortgaged Property which satisfy the reasonable
requirements of Administrative Agent in all material respects. As long as a Trigger
Event is continuing, the Administrative Agent (acting in its sole discretion or at
the direction of the Required Lenders acting in their sole discretion) may require
additional appraisals on all or any portion of the Mortgaged Property (at the sole
expense of St. Joe Timberland).



          SECTION 3. Joinder of Deutsche Bank Trust Company Americas. Deutsche Bank Trust
Company Americas (a) represents and warrants that (i) it has full power and authority, and has
taken all action necessary, to execute and deliver this Amendment and to consummate the
transactions contemplated hereby (including the Commitment Increase) and to become a Lender under
the Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit
Agreement (subject to receipt of such consents as may be required
under the Credit Agreement), (iii) from and after the Fifth Amendment Effective Date, it shall
be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the
obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together
with copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, as



2









 







applicable, and such other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into this Amendment on the basis of which it has made such
analysis and decision independently and without reliance on the Administrative Agent or any other
Lender, and (v) if it is a Foreign Lender, attached to this Amendment is any documentation required
to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed;
and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or
any other Lender, and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action under the Loan
Documents, and (ii) it will perform in accordance with their terms all of the obligations that by
the terms of the Loan Documents are required to be performed by it as a Lender.



          SECTION 4. Increase in Revolver Commitments. The Borrower, the Guarantors, the
Administrative Agent and the Lenders acknowledge and agree that, as of the Fifth Amendment
Effective Date, the aggregate amount of the Revolver Commitments shall be increased in an amount
equal to $25,000,000, for a total aggregate amount of the Revolver Commitments of all of the
Lenders equal to $125,000,000. The amended amount of each Lender’s total Revolver Commitment is
the amount set forth opposite the name of such Lender on the signature pages hereof. To the extent
necessary, the Administrative Agent shall deliver to each Lender a Revolver Note executed by the
Borrower in the amount of such Lender’s respective Revolver Commitment.



          SECTION 5. Reaffirmation. To induce the Administrative Agent and the Lenders to
enter into this Amendment, the Borrower and the Guarantors hereby (a) restate and renew each and
every representation and warranty heretofore made by them under, or in connection with the
execution and delivery of, the Credit Agreement and the other Loan Documents (except to the extent
any such representation or warranty is expressly stated to have been made as of a specific date, in
which case such representation or warranty is true and correct as of such date); (b) restate,
ratify and reaffirm each and every term and condition set forth in the Credit Agreement and in the
Loan Documents; and (c) acknowledge and agree that there exists no right of offset, defense,
counterclaim or objection in favor of the Borrower or any Guarantor as against the Administrative
Agent or any Lender with respect to the payment or performance of the Obligations.



          SECTION 6. Conditions to Effectiveness. The effectiveness of this Amendment and the
obligations of the Lenders hereunder are subject to the following conditions, unless the Required
Lenders waive such conditions:



          (a) receipt by the Administrative Agent from each of the parties hereto of a duly executed
counterpart of this Amendment signed by such party;



          (b) the Administrative Agent shall have received resolutions from the Borrower and the
Guarantors and other evidence as the Administrative Agent may reasonably request, respecting the
authorization, execution and delivery of this Amendment;



3









 





          (c) the fact that the representations and warranties of the Borrower and the Guarantors
contained in Section 8 of this Amendment shall be true on and as of the date hereof; and



          (d) All other documents and legal matters in connection with the transactions contemplated by
this Amendment shall be reasonably satisfactory in form and substance to the Administrative Agent
and its counsel.



          SECTION 7. No Other Amendment. Except for the amendments set forth above and those
contained in the First Amendment to Credit Agreement dated October 30, 2008 (“First Amendment”),
the Second Amendment to Credit Agreement dated February 20, 2009 (“Second Amendment”), the Third
Amendment to Credit Agreement dated May 1, 2009 (“Third Amendment”), and the Fourth Amendment to
Credit Agreement dated October 15, 2009 (“Fourth Amendment”), the text of the Credit Agreement
shall remain unchanged and in full force and effect. On and after the Fifth Amendment Effective
Date, all references to the Credit Agreement in each of the Loan Documents shall hereafter mean the
Credit Agreement as amended by the First Amendment, the Second Amendment, the Third Amendment, the
Fourth Amendment and this Amendment. This Amendment is not intended to effect, nor shall it be
construed as, a novation. The Credit Agreement, the First Amendment, the Second Amendment, the
Third Amendment, the Fourth Amendment and this Amendment shall be construed together as a single
agreement. This Amendment shall constitute a Loan Document under the terms of the Credit
Agreement. Nothing herein contained shall waive, annul, vary or affect any provision, condition,
covenant or agreement contained in the Credit Agreement, except as herein amended, nor affect nor
impair any rights, powers or remedies under the Credit Agreement as hereby amended. The Lenders
and the Administrative Agent do hereby reserve all of their rights and remedies against all parties
who may be or may hereafter become secondarily liable for the repayment of the Notes. The Borrower
and the Guarantors promise and agree to perform all of the requirements, conditions, agreements and
obligations under the terms of the Credit Agreement, as heretofore and hereby amended, and the
other Loan Documents being hereby ratified and affirmed. The Borrower and the Guarantors hereby
expressly agree that the Credit Agreement, as amended, and the other Loan Documents are in full
force and effect.



          SECTION 8. Representations and Warranties. The Borrower and the Guarantors hereby
represent and warrant to each of the Lenders as follows:



          (a) No Default or Event of Default under the Credit Agreement or any other Loan Document has
occurred and is continuing unwaived by the Lenders on the date hereof, or shall result from the
Commitment Increase.



          (b) The Borrower and the Guarantors have the power and authority to enter into this Amendment
and to do all acts and things as are required or contemplated hereunder to be done, observed and
performed by them.



          (c) This Amendment has been duly authorized, validly executed and delivered by one or more
authorized officers of the Borrower and the Guarantors and constitutes the legal,



4









 







valid and binding
obligations of the Borrower and the Guarantors enforceable against them in accordance with its
terms.



          (d) The execution and delivery of this Amendment and the performance by the Borrower and the
Guarantors hereunder do not and will not require the consent or approval of any regulatory
authority or governmental authority or agency having jurisdiction over the Borrower, or any
Guarantor, nor be in contravention of or in conflict with the articles of incorporation, bylaws or
other organizational documents of the Borrower, or any Guarantor that is a corporation, the
articles of organization or operating agreement of any Guarantor that is a limited liability
company, or the provision of any statute, or any judgment, order or indenture, instrument,
agreement or undertaking, to which any Borrower, or any Guarantor is party or by which the assets
or properties of the Borrower and the Guarantors are or may become bound.



          SECTION 9. Counterparts. This Amendment may be executed in multiple counterparts,
each of which shall be deemed to be an original and all of which, taken together, shall constitute
one and the same agreement.



          SECTION 10. Governing Law. This Amendment shall be construed in accordance with and
governed by the laws of the State of North Carolina.



          SECTION 11. Effective Date. This Amendment shall be effective as of December 23,
2009 (“Fifth Amendment Effective Date”).



5









 





          IN WITNESS WHEREOF, the parties hereto have executed and delivered, or have caused their
respective duly authorized officers or representatives to execute and deliver, this Amendment as of
the day and year first above written.



	 	 	 	 	 
	 	THE ST. JOE COMPANY

 	 
	 	By:  	/s/ David S. Childers III
 	 
	 	 	Name:  	David S. Childers III 	 
	 	 	Title:  	Vice President — Finance


	 
	 
	 	 		


[CORPORATE SEAL] 	 
	 
	 	ST. JOE TIMBERLAND COMPANY OF DELAWARE, L.L.C.

 	 
	 	By:  	/s/ David S. Childers III
 	 
	 	 	Name:  	David S. Childers III 	 
	 	 	Title:  	Vice President — Finance & Assistant Treasurer


 	 
	 
	 	 		


[CORPORATE SEAL] 	 
	 
	 	ST. JOE FINANCE COMPANY

 	 
	 	By:  	/s/ David S. Childers III
 	 
	 	 	Name:  	David S. Childers III 	 
	 	 	Title:  	Assistant Treasurer


 	 
	 
	 	 		


[CORPORATE SEAL] 	 



6









 






	 	 	 	 	 



	 	 	 	 	 
	Revolver Commitment: 
$100,000,000	BRANCH BANKING AND TRUST COMPANY,

 as Administrative Agent and as a Lender

 	 
	 	By:  	/s/ Michael F. Skorich
 	 (SEAL)
	 	 	Name:  	Michael F. Skorich 	 
	 	 	Title:  	Senior Vice President 	 



7









 






	 	 	 	 	 



	 	 	 	 	 
	Revolver Commitment: 
$25,000,000 	DEUTSCHE BANK TRUST COMPANY AMERICAS




 	 
	 	By:  	/s/ J. T. Coe
 	 (SEAL)
	 	 	Name:  	J. T. Coe 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	                     /s/ Mary Kay Coyle
 	  (SEAL)
	 	 	Name:  	Mary Kay Coyle 	 
	 	 	Title:  	Managing Director 	 
	 




8