EX-10.2






The St. Joe Company














First Amendment

Dated as of June 8, 2004




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




First Amendment to Note Purchase Agreements




This First Amendment dated as of June 8, 2004 (the or this “First
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 First 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 (collectively, 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 are the holders of 100% 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 First 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 First 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:




	 	 	Section 1. Amendments.





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




“Section 10.1. Consolidated Net Worth. The Company and its Subsidiaries will at all times
keep and maintain Consolidated Net Worth at an amount not less than the sum of
(a) $425,000,000 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 10.5(v) of the Note Agreements shall be and hereby is amended by deleting
“.” at the end of such Section and replacing it with “; and” and by adding the following new
Section 10.5(vi) of the Note Agreements immediately thereafter:




“(vi) Indebtedness evidenced by the 2004 Notes and the 2004 Subsidiary Guaranty.”



Section 1.3. Section 10.6(g) of the Note Agreements shall be and is hereby amended in its
entirety to read as follows:




“(g) (i) Liens of the Company and its Subsidiaries existing as of the date of Closing
and described on Schedule 10.6 hereto and (ii) the Lien of the Pledge Agreement;”



Section 1.4. Section 11(f) of the Note Agreements shall be and is hereby amended in its
entirety to read as follows:




“(f) (i) the Company or any Subsidiary is in default (as principal or as guarantor or
other surety) in the payment of any principal of or premium or make-whole amount or interest
on any Indebtedness that is outstanding in an aggregate principal amount of at least
$10,000,000 beyond any period of grace provided with respect thereto, or (ii) the Company is
in default in the performance of or compliance with any term of the 2004 Notes, the 2004
Note Purchase Agreements or any Additional Note Purchase Agreement and as a consequence of
such default or condition such Indebtedness has become, or has been declared (or one or more
Persons are entitled to declare such Indebtedness to be), due and payable before its stated
maturity or before its regularly scheduled dates of payment, or (iii) the Company or any
Subsidiary is in default in the performance of or compliance with any term of any evidence
of any Indebtedness in an aggregate outstanding principal amount of at least $10,000,000 or
of any mortgage, indenture or other agreement relating thereto or any other condition
exists, and as a consequence of such default or condition such Indebtedness has become, or
has been declared, due and payable before its stated maturity or before its regularly
scheduled dates of payment, or (iv) as a consequence of the occurrence or continuation of
any event or condition (other than the passage of time or the right of the holder of
Indebtedness to convert such Indebtedness into equity interests), (1) the Company or any
Subsidiary has become obligated to purchase or repay Indebtedness before its regular
maturity or before its regularly scheduled dates of payment in an aggregate outstanding
principal amount of at least $10,000,000, or (2) one or more Persons have the right to
require the Company or any Subsidiary so to purchase or repay such Indebtedness; or



Section 1.5. The definitions of “Bank Credit Agreement” and “Unsecured Indebtedness” shall be
and is hereby amended in its entirety to read as follows:




“‘Bank Credit Agreement’ means that certain Second Amended and Restated Credit Agreement
dated February 7, 2002 among the Company, the lenders named therein and Wachovia Bank,
National Association as Administrative Agent, as amended by the First Amendment to Second
Amended and Restated Credit Agreement dated as of May 7, 2003 and the Second Amendment to
Second Amended and Restated Credit Agreement dated as of July 10, 2003, and as further
amended, modified, refinanced or supplemented.




‘Unsecured Indebtedness’ means all Indebtedness of the Company or its Subsidiaries which is
not secured by a Lien on any asset of the Company or any of its Subsidiaries other than Lien
of the Pledge Agreement.”



Section 1.6. The following shall be added as new definitions in alphabetical order to Schedule
B of the Note Agreements:




“‘Additional Note Purchase Agreement’ means a note purchase agreement substantially similar
to this Agreement, in each case ranking pari passu with the Notes issued hereunder.




‘2004 Notes’ means notes of the Company issued pursuant to the 2004 Note Purchase Agreements
in an aggregate principal amount of $100,000,000.




‘2004 Note Purchase Agreements’ means those certain note purchase agreements dated as of
June 8, 2004 between the Company and the purchasers named in Schedule A thereto,
respectively.




‘2004 Subsidiary Guaranty’ means that certain subsidiary guaranty agreement dated as of June
8, 2004 in favor of the holders of the 2004 Notes.”




	 	 	Section 2. Representations and Warranties of the Company.





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




(a) this First Amendment has been duly authorized, executed and delivered by it and
this First 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 bankruptcy, insolvency, reorganization, moratorium or similar
laws or equitable principles relating to or limiting creditors’ rights generally;




(b) the Note Agreements, as amended by this First 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
bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles
relating to or limiting creditors’ rights generally;




(c) the execution, delivery and performance by the Company of this First Amendment
(i) has been duly authorized by all requisite corporate action and, if required, shareholder
action, (ii) does not require the consent or approval of any governmental or regulatory body
or agency, and (iii) 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 (iii)(A)(3) of this Section 2.1(c);




(d) as of the date hereof and after giving effect to this First 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 Section 5.3, 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 First Amendment.





Section 3.1. This First 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 First 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; and




(b) 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.



	 	 	 
	Upon receipt of all of the foregoing, this First 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 First Amendment.




	 	 	Section 5. Miscellaneous.





Section 5.1. This First 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 First 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 First Amendment may refer to the Note Agreements
without making specific reference to this First Amendment but nevertheless all such references
shall include this First Amendment unless the context otherwise requires.



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



Section 5.4. This First 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 First 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






Accepted and Agreed to:




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





	 	 	 
	By

	 	/s/ Glen J. Vanic
	
 
	 	 
	
 
	 	Name: Glen J. Vanic

Title: Portfolio Manager







	 	 	Allstate Life Insurance Company






	 	 	 	By
/s/ Jeffrey Cannon






	 	 	Name: Jeffrey Cannon






	 	 	 	By
/s/ Jerry D. Zinkula






	 	 	Name: Jerry D. Zinkula






Authorized Signatories




	 	 	 	First Colony Life Insurance Company





	 	 	 
	By

	 	/s/ Scott A. Sell
	
 
	 	 
	
 
	 	Name: Scott A. Sell

Title: Investment Officer







	 	 	General Electric Capital Assurance
Company





	 	 	 
	By

	 	/s/ Scott A. Sell
	
 
	 	 
	
 
	 	Name: Scott A. Sell

Title: Investment Officer







	 	 	GE Life and Annuity Assurance Company





	 	 	 
	By

	 	/s/ Scott A. Sell
	
 
	 	 
	
 
	 	Name: Scott A. Sell

Title: Investment Officer







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





	 	 	 
	By

	 	/s/ Joseph P. Young
	
 
	 	 
	
 
	 	Name: Joseph P. Young

Title: Authorized Signatory







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





	 	 	 
	By

	 	/s/ Joseph P. Young
	
 
	 	 
	
 
	 	Name: Joseph P. Young

Title: Authorized Signatory







	 	 	Nationwide Life and Annuity Insurance
Company





	 	 	 
	By

	 	/s/ Joseph P. Young
	
 
	 	 
	
 
	 	Name: Joseph P. Young

Title: Authorized Signatory







	 	 	Nationwide Life Insurance Company





	 	 	 
	By

	 	/s/ Joseph P. Young
	
 
	 	 
	
 
	 	Name: Joseph P. Young

Title: Authorized Signatory







	 	 	Teachers Insurance and Annuity Association of
America






	 	 	 	By
/s/ John Goodreds






	 	 	Name: John Goodreds

Director






	 	 	 	TIAA-CREF Life Insurance Company






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






	 	 	 	By
/s/ John Goodreds






	 	 	Name: John Goodreds

Director






	 	 	 	United of Omaha Life Insurance Company





	 	 	 
	By

	 	/s/ Edwin H. Garrison, Jr.
	
 
	 	 
	
 
	 	Name: Edwin H. Garrison, Jr.

Title: First Vice President
	 
	 	 






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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 8th day of June, 2004.




	 	 	 	1133
D.C., L.L.C.






	 	 	 	1750
K, L.L.C.






	 	 	 	280
Interstate North, L.L.C.






	 	 	 	5660
NND, L.L.C.






	 	 	 	Advantis Construction Company






	 	 	 	Advantis Real Estate Services Company






	 	 	 	Apalachicola Northern Railroad Company






	 	 	 	Arvida Capital Contracting, Inc.






	 	 	 	Arvida Central Florida Contracting, Inc.






	 	 	 	Arvida Community Sales, Inc.






	 	 	 	Arvida Housing L.P., Inc.






	 	 	 	Arvida Mid-Atlantic Contracting, Inc.






	 	 	 	Arvida Mid-Atlantic Homes, Inc.






	 	 	 	Arvida Northeast Florida Contracting, Inc.






	 	 	 	Arvida Resorts & Clubs, L.L.C.






	 	 	 	Arvida West Florida Contracting, Inc.






	 	 	 	Beacon Square, L.L.C.






	 	 	 	C
Ridge One, L.L.C.






	 	 	 	Crooked Creek Real Estate Company






	 	 	 	Crooked Creek Utility Company






	 	 	 	Georgia Wind I, LLC






	 	 	 	Georgia Wind II, LLC






	 	 	 	Georgia Wind III, LLC






	 	 	 	Goodman-Segar-Hogan-Hoffler, L.P.






By: Advantis Real Estate Services Company Its
General Partner




	 	 	 	McNeill Burbank Homes, LLC






	 	 	 	Millenia Park One, L.L.C.






	 	 	 	Monteith Holdings, LLC






	 	 	 	Overlook I &II, LLC






	 	 	 	PSJ
Waterfront, LLC






	 	 	 	Residential Community Title Company






	 	 	 	Riverside Corporate Center, L.L.C.






	 	 	 	Saussy Burbank, Inc.






	 	 	 	SGW,
Inc.






	 	 	 	Southhall Center, L.L.C.






	 	 	 	Southwood Real Estate, Inc.






	 	 	 	St.
James Island Utility Company






	 	 	 	St.
Joe Capital I, Inc.






	 	 	 	St.
Joe Commercial Development, Inc.






	 	 	 	St.
Joe Commercial, Inc.






	 	 	 	St.
Joe Deerwood Park, L.L.C.






	 	 	 	St.
Joe Development, Inc.






	 	 	 	St.
Joe Finance Company






	 	 	 	St.
Joe Land Company






	 	 	 	St.
Joe Residential Acquisitions, Inc.






	 	 	 	St.
Joe Terminal Company






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






	 	 	 	St.
Joe Utilities Company






	 	 	 	St.
Joe/Alhambra Development Company






	 	 	 	St.
Joe/Alhambra Management Company






	 	 	 	St.
Joe/Arvida Company, Inc.






	 	 	 	St.
Joe/Central Florida Development, Inc.






	 	 	 	St.
Joe/Central Florida Management, Inc.






	 	 	 	St.
Joe/CNL Plaza, Inc.






	 	 	 	St.
Joe-Arvida Home Building, L.P.






By: Arvida West Florida Contracting, Inc. Its
General Partner




	 	 	 	St.
Joe-Southwood Properties, Inc.






	 	 	 	Sunshine State Cypress, Inc.






	 	 	 	Talisman Sugar Corporation






	 	 	 	The
Port St. Joe Marina, Inc.






	 	 	 	Watercolor Realty, Inc.






	 	 	 	Watersound Realty, Inc.






	 	 	 	By:
/s/ Stephen W. Solomon






	 	 	Stephen W. Solomon, its President, Executive

Vice President, Senior Vice President, Vice

President or Manager as the case may be.






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