EX-10.1






Execution Copy



The St. Joe Company














Second Amendment

Dated as of July 28, 2006




to




Note Purchase Agreements

Dated as of February 7, 2002














Re: $18,000,000 5.64% Senior Secured Notes, Series A, due February 7, 2005




$67,000,000 6.66% Senior Secured Notes, Series B, due February 7, 2007



$15,000,000 7.02% Senior Secured Notes, Series C, due February 7, 2009



$75,000,000 7.37% Senior Secured Notes, Series D, due February 7, 2012



1




Second Amendment to Note Purchase Agreements




This Second Amendment dated as of July 28, 2006 (the or this “Second Amendment”) to
the Note Purchase Agreements each dated as of February 7, 2002 is between The St. Joe
Company, a Florida corporation (the “Company”), and each of the institutions which is a
signatory to this Second Amendment (collectively, the “Noteholders”).



Recitals:




A. The Company and each of the Noteholders, together with Provident Mutual Life Insurance
Company and ProvidentMutual Life and Annuity Company of America, have heretofore entered into
separate and several Note Purchase Agreements each dated as of February 7, 2002, as amended by the
First Amendment to Note Purchase Agreements dated as of June 8, 2004 (collectively, as amended, the
“Note Agreements”). The Company has heretofore issued (a) $18,000,000 in aggregate principal
amount of its 5.64% Senior Secured Notes, Series A, due February 7, 2005, (b) $67,000,000 in
aggregate principal amount of its 6.66% Senior Secured Notes, Series B, due February 7, 2007, (c)
$15,000,000 in aggregate principal amount of its 7.02% Senior Secured Notes, Series C, due February
7, 2009 and (d) $75,000,000 in aggregate principal amount of its 7.37% Senior Secured Notes, Series
D, due February 7, 2012 (collectively, the “Notes”) pursuant to the Note Agreements. The
Noteholders who are signatories hereto are the holders of more than 51% of the outstanding
principal amount of the Notes.



B. The Company and the Noteholders now desire to amend the Note Agreements in the respects,
but only in the respects, hereinafter set forth.



C. Capitalized terms used herein shall have the respective meanings ascribed thereto in the
Note Agreements, as amended hereby, unless herein defined or the context shall otherwise require.



D. All requirements of law have been fully complied with and all other acts and things
necessary to make this Second Amendment a valid, legal and binding instrument according to its
terms for the purposes herein expressed have been done or performed.



Now, therefore, upon the full and complete satisfaction of the conditions precedent
to the effectiveness of this Second Amendment set forth in Section 3.1 hereof, and in consideration
of good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the
Company and the Noteholders do hereby agree as follows:



2




	 	 	Section 1. Amendments. 





Section 1.1. Section 10.1 of the Note Agreement shall be and is hereby amended in its entirety
to read as follows:



“Section 10.1. Consolidated Adjusted Net Worth. The Company and its
Subsidiaries will at all times keep and maintain Consolidated
Adjusted Net Worth at an amount not less than (a) $735,000,000 plus
(b) an amount equal to one hundred percent (100%) of net proceeds
from any issuance by the Company of shares of its Capital Stock or
other equity interest occurring after the Closing. Without limiting
the foregoing, the exercise by a present or former employee, officer
or director of any stock option or equity based compensation issued
pursuant to a stock incentive plan, stock option plan or other
equity based compensation plan or arrangement shall in no event be
deemed or construed to constitute the issuance of shares of the
Capital Stock of the Company.”



Section 1.2. Section 10.2 of the Note Agreement shall be and is hereby amended in its entirety
to read as follows:



“Section 10.2. Leverage Ratio. The Company and its Subsidiaries
will not as at the end of each fiscal quarter permit the ratio of
Consolidated Indebtedness to Consolidated Total Assets to exceed
0.55 to 1.00.”



Section 1.3. Section 10.3 of the Note Agreements shall be and is hereby amended in its
entirety to read as follows:



“Section 10.3. Unencumbered Assets Ratio. The Company and its
Subsidiaries will not permit as at the end of each fiscal quarter
the ratio of Unsecured Indebtedness to Unencumbered Assets to exceed
0.55 to 1.00.”



Section 1.4. Section 10.5(a)(iv)(1) of the Note Agreements shall be and is hereby amended in
its entirety to read as follows:



“(1) the ratio of Consolidated Indebtedness to Consolidated Total
Assets as at such date shall not exceed 0.55 to 1.00; and”



Section 1.5. The definition of “Consolidated Net Worth” contained in Schedule B to the Note
Agreements shall be and is deleted from Schedule B to the Note Agreement and a new definition
“Consolidated Adjusted Net Worth” shall be added in alphabetical order to Schedule B to the Note
Agreements:



““Consolidated Adjusted Net Worth” means, as of the date of any
determination thereof, the net worth of the Company and its
Subsidiaries as determined in accordance with GAAP; provided that
notwithstanding the foregoing GAAP-based definition, for purposes of
any determination of Consolidated Adjusted Net Worth pursuant to
Section 10.1, all Timberland shall be valued at $750.00 per acre.”




	 	 	Section 2. Representations and Warranties of the Company.





Section 2.1. To induce the Noteholders to execute and deliver this Second Amendment (which
representations shall survive the execution and delivery of this Second Amendment), the Company
represents and warrants to the Noteholders that:




(a) this Second Amendment has been duly authorized, executed and delivered by it and
this Second Amendment constitutes the legal, valid and binding obligation, contract and
agreement of the Company enforceable against it in accordance with its terms, except as
enforcement may be limited by (a) applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting the enforcement of creditors’ rights generally
and (b) general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law);




(b) the Note Agreements, as amended by this Second Amendment, constitute the legal,
valid and binding obligations, contracts and agreements of the Company enforceable against
it in accordance with their respective terms, except as enforcement may be limited by
(a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting the enforcement of creditors’ rights generally and (b) general principles of
equity (regardless of whether such enforceability is considered in a proceeding in equity or
at law);




(c) the execution, delivery and performance by the Company of this Second Amendment
(i) does not require the consent or approval of any governmental or regulatory body or
agency, and (ii) will not (A) violate (1) any provision of law, statute, rule or regulation
or its certificate of incorporation or bylaws, (2) any order of any court or any rule,
regulation or order of any other agency or government binding upon it, or (3) any provision
of any material indenture, agreement or other instrument to which it is a party or by which
its properties or assets are or may be bound, including, without limitation, the Bank Credit
Agreement, or (B) result in a breach or constitute (alone or with due notice or lapse of
time or both) a default under any indenture, agreement or other instrument referred to in
clause (ii)(A)(3) of this Section 2.1(c);




(d) as of the date hereof and after giving effect to this Second Amendment, no Default
or Event of Default has occurred which is continuing; and




(e) all the representations and warranties contained in Section 5 of the Note
Agreements are true and correct in all material respects with the same force and effect as
if made by the Company on and as of the date hereof, except the representations and
warranties set forth in Sections 5.3 and 5.4, in the final two sentences of Section 5.9 and
in the first sentence of Section 5.15 which are true and correct as of the date of the
issuance of the Notes.




	 	 	Section 3. Conditions to Effectiveness of This Second Amendment.





Section 3.1. This Second Amendment shall not become effective until, and shall become
effective when, each and every one of the following conditions shall have been satisfied:




(a) executed counterparts of this Second Amendment, duly executed by the Company and
the holders of at least 51% of the outstanding principal of the Notes, shall have been
delivered to the Noteholders;




(b) the Noteholders shall have received a copy of the resolutions of the Board of
Directors of the Company authorizing the execution, delivery and performance by the Company
of this Second Amendment, certified by its Secretary or an Assistant Secretary;




(c) on or before December 31, 2006, the Noteholders shall have received evidence
satisfactory to them and their special counsel that the 2004 Notes have been paid in full;




(d) the representations and warranties of the Company set forth in Section 2 hereof are
true and correct on and with respect to the date hereof and the execution and delivery by
the Company of this Second Amendment shall constitute certification of the same;




(e) the Noteholders shall have received the favorable opinion of counsel to the Company
as to the matters set forth in Sections 2.1(a), 2.1(b) and 2.1(c) hereof, which opinion
shall be in form and substance satisfactory to the Noteholders; and




(f) each holder of a Note shall have received a non-refundable fee equal to 0.10% of
the aggregate outstanding principal amount of the Notes held by such holder.



	 	 	 
	Upon receipt of all of the foregoing, this Second Amendment shall become effective.

	 
	 	 
	Section 4.

	 	Payment of Noteholders’ Counsel Fees and Expenses.






Section 4.1. The Company agrees to pay upon demand, the reasonable fees and expenses of
Chapman and Cutler LLP, counsel to the Noteholders, in connection with the negotiation,
preparation, approval, execution and delivery of this Second Amendment.




	 	 	Section 5. Miscellaneous.





Section 5.1. This Second Amendment shall be construed in connection with and as part of each
of the Note Agreements, and except as modified and expressly amended by this Second Amendment, all
terms, conditions and covenants contained in the Note Agreements and the Notes are hereby ratified
and shall be and remain in full force and effect.



Section 5.2. Any and all notices, requests, certificates and other instruments executed and
delivered after the execution and delivery of this Second Amendment may refer to the Note
Agreements without making specific reference to this Second Amendment but nevertheless all such
references shall include this Second Amendment unless the context otherwise requires.



Section 5.3. The descriptive headings of the various Sections or parts of this Second
Amendment are for convenience only and shall not affect the meaning or construction of any of the
provisions hereof.



Section 5.4. This Second Amendment shall be construed and enforced in accordance with, and the
rights of the parties shall be governed by, the law of the State of New York, excluding
choice-of-law principles of the law of such State that would require the application of the laws of
a jurisdiction other than such State.



Section 5.5. The execution hereof by you shall constitute a contract between us for the uses
and purposes hereinabove set forth, and this Second Amendment may be executed in any number of
counterparts, each executed counterpart constituting an original, but all together only one
agreement.



[Remainder of Page Intentionally Blank]





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	 	 	 	The St. Joe Company





	 	 	 
	By

	 	/s/ Stephen W. Solomon
	 

	 	 
	Its

	 	Senior Vice President and Treasurer
	
 
	 	 






Accepted and Agreed to:




	 	 	 	Thrivent Financial for Lutherans (f/k/a
Aid Association for Lutherans)






	 	 	 	By






Name:


Title:




	 	 	 	Allstate Life Insurance Company






	 	 	 	By
/s/ Robert B. Bodett






	 	 	Name: Robert B. Bodett






	 	 	 	By
/s/ Jerry D. Zinkula






	 	 	Name: Jerry D. Zinkula






Authorized Signatories




	 	 	 	First Colony Life Insurance Company





	 	 	 
	By

	 	/s/ Scott Sell
	
 
	 	 
	
 
	 	Name: Scott Sell

Title: Investment Officer







	 	 	Genworth Life Insurance






	 	 	 	Company (f/k/a General Electric Capital
Assurance Company)





	 	 	 
	By

	 	/s/ Scott Sell
	
 
	 	 
	
 
	 	Name: Scott Sell

Title: Investment Officer







	 	 	Genworth Life and Annuity






	 	 	 	Insurance Company (f/k/a GE Life and
Annuity Assurance Company)





	 	 	 
	By

	 	/s/ Scott Sell
	
 
	 	 
	
 
	 	Name: Scott Sell

Title: Investment Officer







	 	 	Nationwide Life Insurance Company of America
(f/k/a Provident Mutual Life
Insurance Company)






	 	 	 	By






Name:


Title:




	 	 	 	Nationwide Life and Annuity Company of
America (f/k/a ProvidentMutual
Life and Annuity Company of America)






	 	 	 	By






Name:


Title:




	 	 	 	Nationwide Life and Annuity Insurance
Company






	 	 	 	By






Name:


Title:




	 	 	 	Nationwide Life Insurance Company






	 	 	 	By






Name:


Title:




	 	 	 	Teachers Insurance and Annuity Association of
America






	 	 	 	By
/s/ Loren S. Archibald






	 	 	Name: Loren S. Archibald

Managing Director






	 	 	 	TIAA-CREF Life Insurance Company






	 	 	 	By:
Teachers Insurance and Annuity Association
of America, as Investment Manager






	 	 	 	By
/s/ Loren S. Archibald






	 	 	Name: Loren S. Archibald

Managing Director






	 	 	 	United of Omaha Life Insurance Company






	 	 	 	By






Name:


Title:



4



Each of the undersigned hereby confirms its continued guaranty of the obligations of the
Company under the Note Agreements, as amended hereby, pursuant to the terms of the Subsidiary
Guaranty Agreement dated as of February 7, 2002, on this 28th day of July, 2006.



	 
	 

	280 Interstate North, L.L.C.

(Manager)

	 

	5660 NND, L.L.C.

(Manager)

	 

	Apalachicola Northern Railroad Company

(Senior Vice President)

	 

	Arvida Housing L.P., Inc.

(Senior Vice President)

	 

	Arvida Mid-Atlantic Homes, Inc.

(Senior Vice President)

	 

	C Ridge One, L.L.C.

(Manager)

	 

	Crooked Creek Real Estate Company

(Senior Vice President)

	 

	Crooked Creek Utility Company

(Senior Vice President)

	 

	Deer Point I & II, LLC

(Manager)

	 

	Georgia Timber, LLC

(Senior Vice President)

	 

	Georgia Wind I, LLC

(Manager)

	 

	Georgia Wind II, LLC

(Manager)

	 

	Georgia Wind III, LLC

(Manager)

	 

	McNeill Burbank Homes, LLC

(Senior Vice President)

	 

	Millenia Park One, L.L.C.

(Manager)

	 

	Monteith Holdings, LLC

(Senior Vice President)

	 

	Overlook I & II, LLC

(Manager)

	 

	Paradise Pointe, LLC

(Senior Vice President)

	 

	Park Point Land, LLC

(Manager)

	 

	PSJ Waterfront, LLC

(Manager)

	 

	Riverside Corporate Center, L.L.C.

(Manager)

	 

	Saussy Burbank, Inc.

(Senior Vice President)

	 

	SGW, Inc.

(Senior Vice President)

	 

	Southhall Center, L.L.C.

(Manager)

	 

	Southwood Real Estate, Inc.

(Senior Vice President)

	 

	St. James Island Utility Company

(Senior Vice President)

	 

	St. Joe Central Florida Contracting, Inc.

(Senior Vice President)

	 

	St. Joe Commercial, Inc.

(Senior Vice President)

	 

	St. Joe Community Sales, Inc.

(Senior Vice President)

	 

	St. Joe Development, Inc.

(Senior Vice President)

	 

	St. Joe Finance Company

(Senior Vice President)

	 

	St. Joe Home Building, L.P.

By: St. Joe West Florida Contracting, Inc.,

General Partner

(Senior Vice President)

	 

	St. Joe Land Company

(Senior Vice President)

	 

	St. Joe Northeast Florida Contracting, Inc.

(Senior Vice President)

	 

	St. Joe Residential Acquisitions, Inc.

(Senior Vice President)

	 

	St. Joe Resorts & Clubs, L.L.C.

(Manager)

	 

	St. Joe Terminal Corporation

(Senior Vice President)

	 

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

(Senior Vice President)

	 

	St. Joe Towns & Resorts, L.P.

By: St. Joe/Arvida Company, Inc.,

General Partner

(Senior Vice President)

	 

	St. Joe Utilities Company

(Senior Vice President)

	 

	St. Joe West Florida Contracting, Inc.

(Senior Vice President)

	 

	St. Joe-Southwood Properties, Inc.

(Senior Vice President)

	 

	St. Joe/Arvida Company, Inc.

(Senior Vice President)

	 

	Sunshine State Cypress, Inc.

(Senior Vice President)

	 

	Talisman Sugar Company

(Senior Vice President)

	 

	The Port St. Joe Marina, Inc.

(Senior Vice President)

	 

	Watercolor Vacation Rentals, Inc.

(Senior Vice President)

	 

	Watersound Vacation Rentals, Inc.

(Senior Vice President)








By: /s/ Stephen W. Solomon 

Stephen W. Solomon, as its Manager or Senior Vice

President, as the case may be




	 
	 

	St. Joe Capital I, Inc. 

By: /s/ David F. Childers III

	 

	David F. Childers III

President

	 

	Residential Community Title Company 

By: /s/ Mark D. Lassman

	 

	Mark D. Lassman

President and Treasurer

	 








5