exv10w3






Exhibit 10.3




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




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     (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




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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.]





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          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]	 	 







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	 	 	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	 	 







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