EX-10.3






CREDIT AGREEMENT




Dated as of July 28, 2006




by and among




THE ST. JOE COMPANY,





as Borrower,



BANC OF AMERICA SECURITIES LLC





as Arranger




and




as Book Manager




AND




as Syndication Agent



BANK OF AMERICA, N.A.





as Administrative Agent,



and




THE FINANCIAL INSTITUTIONS NOW OR HEREAFTER SIGNATORIES HERETO

AND THEIR ASSIGNEES PURSUANT TO SECTION 12.5,





as Lenders



1



THIS CREDIT AGREEMENT (this “Agreement”) dated as of July 28, 2006 by and among THE ST. JOE
COMPANY, a corporation formed under the laws of the State of Florida (the “Borrower”), BANC OF
AMERICA SECURITIES LLC as Arranger, Book Manager and Syndication Agent (the “Syndication Agent”),
BANK OF AMERICA, N.A. as Agent (the “Agent”), and each of the financial institutions initially a
signatory hereto together with their assignees pursuant to Section 12.5.



WHEREAS, Borrower has requested, and the Lender has agreed to provide a credit facility (the
“Loan”) in the amount of One Hundred Million and 00/100 Dollars ($100,000,000.00) to the Borrower,
on the terms and conditions contained herein.



NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by the parties hereto, the parties hereto agree as follows:



Article I. Definitions





	 	 	Section 1.1. Definitions.	 





In addition to terms defined elsewhere herein, the following terms shall have the following
meanings for the purposes of this Agreement:



“Accession Agreement” means an Accession Agreement substantially in the form of Annex I to the
Guaranty.



“Additional Costs” has the meaning given that term in Section 4.1.



“Adjusted EBITDA” means, for any given period, (a) the EBITDA of the Borrower and its
Subsidiaries determined on a consolidated basis for such period, minus (b) Capital
Reserves.



“Adjusted LIBOR Rate” has the meaning set forth in the Note.



“Adjusted Asset Value” means Total Asset Value determined exclusive of assets that are owned
by Excluded Subsidiaries or Unconsolidated Affiliates.



“Affiliate” means any Person (other than the Agent or any Lender): (a) directly or indirectly
controlling, controlled by, or under common control with, the Borrower; (b) directly or indirectly
owning or holding ten percent (10.0%) or more of any Equity Interest in the Borrower; or (c) ten
percent (10.0%) or more of whose voting stock or other Equity Interest is directly or indirectly
owned or held by the Borrower. For purposes of this definition, “control” (including with
correlative meanings, the terms “controlling”, “controlled by” and “under common control with”)
means the possession directly or indirectly of the power to direct or cause the direction of the
management and policies of a Person, whether through the ownership of voting securities or by
contract or otherwise. The Affiliates of a Person shall include any officer or director of such
Person. In no event shall the Agent or any Lender be deemed to be an Affiliate of the Borrower.



“Agent” means Bank of America, N.A., as contractual representative for the Lenders under the
terms of this Agreement, and any of its successors.



“Agent-Related Persons” means Agent, together with its Affiliates (including Arranger), and
the officers, directors, employees, agents and attorneys-in-fact of such persons and its
Affiliates.



“Aggregate Commitments” means the Commitments of all the Lenders.



“Agreement Date” means the date as of which this Agreement is dated.



“Amenity” means an amenity (such as a pool, golf course, club house, sporting club, marina,
bait shop, amusement facility or the like) directly associated with a project of the Borrower in
the ordinary course of business and consistent with past practices.



“Applicable Law” means all applicable provisions of constitutions, statutes, laws, rules,
regulations and orders of all governmental bodies and all orders and decrees of all courts,
tribunals and arbitrators.



“Applicable Margin” means the percentage rate set forth below corresponding to the ratio of
Total Indebtedness to Total Asset Value as determined in accordance with Section 9.1. in effect at
such time:



	 	 	 	 	 	 	 	 	 	 	 
	 	 	Total Indebtedness to	 	Applicable Margin	 	Applicable Margin
	Level	 	Total Asset Value	 	for LIBOR Loans	 	for Base Rate Loans
	1

	 	< 0.10 to 1.00
	 	 	0.40	%	 	 	0.0	%
	
 
	 	 
	 	

	 	


	 
	 	 	 	 	 	 	 	 	 	 
	2

	 	> 0.10 to 1.00 and < 0.15 to 1.00
	 	 	0.50	%	 	 	0.0	%
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	3

	 	> 0.15 to 1.00 and < 0.25 to 1.00
	 	 	0.55	%	 	 	0.0	%
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	4

	 	> 0.25 to 1.00 and < 0.35 to 1.00
	 	 	0.625	%	 	 	0.0	%
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	5

	 	> 0.35 to 1.00 and < 0.40 to 1.00
	 	 	0.75	%	 	 	0.0	%
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	6

	 	> 0.40 to 1.00
	 	 	1.00	%	 	 	0.0	%
	 

	 	 
	 	 	 	 	 	 	 	 






The Applicable Margin shall be determined by the Agent from time to time, based on the range
into which the ratio of Total Indebtedness to Total Asset Value as set forth in the Compliance
Certificate most recently delivered by the Borrower pursuant to Section 8.3. then falls in the
levels in the table set forth above (each a “Level”). Any adjustment to the Applicable Margin
shall be effective (a) in the case of a Compliance Certificate delivered in connection with
quarterly financial statements of the Borrower delivered pursuant to Section 8.1., as of the date
45 days following the end of the last day of the applicable fiscal quarter covered by such
Compliance Certificate, (b) in the case of a Compliance Certificate delivered in connection with
annual financial statements of the Borrower delivered pursuant to Section 8.2., as of the date
90 days following the end of the last day of the applicable fiscal year covered by such Compliance
Certificate, and (c) in the case of any other Compliance Certificate, as of the date 5 Business
Days following the Agent’s request for such Compliance Certificate. If the Borrower fails to
deliver a Compliance Certificate pursuant to Section 8.3., the Applicable Margin shall equal the
percentages corresponding to Level 6 until the date of the delivery of the required Compliance
Certificate. As of the Agreement Date, and thereafter until changed as provided above, the
Applicable Margin is determined based on Level 2.



“Arranger” means Banc of America Securities LLC, together with its successors and permitted
assigns.



“Assignee” has the meaning given that term in Section 12.5(d).



“Assignment and Acceptance Agreement” means an Assignment and Acceptance Agreement among a
Lender, an Assignee and the Agent, substantially in the form of Exhibit “A.”



“Base Rate” has the meaning set forth in the Note.



“Base Rate Loan” means a portion of the Loan bearing interest at a rate based on the Base
Rate.



“Benefit Arrangement” means at any time an employee benefit plan within the meaning of Section
3(3) of ERISA which is not a Plan or a Multiemployer Plan and which is maintained or otherwise
contributed to by any member of the ERISA Group.



“Borrower” has the meaning set forth in the introductory paragraph hereof and shall include
the Borrower’s successors and permitted assigns.



“Business Day” means (a) any day other than a Saturday, Sunday or other day on which banks in
Tampa, Florida are authorized or required to close and (b) with reference to a LIBOR Loan, any such
day that is also a day on which dealings in Dollar deposits are carried out in the London interbank
market.



“Capital Reserves” means, for any period and with respect to a Property, an amount equal to
(a) $0.40 per square foot for office Properties and $0.15 per square foot for retail or industrial
Properties times (b) a fraction, the numerator of which is the number of days in such period and
the denominator of which is 365. Any portion of a Property leased under a ground lease to a third
party that owns the improvements on such portion of such Property shall not be included in
determinations of Capital Reserves. If the term Capital Reserves is used without reference to any
specific Property, then the amount shall be determined on an aggregate basis with respect to all
Properties of the Borrower and its Subsidiaries and a proportionate share of all Properties of all
Unconsolidated Affiliates.



“Capitalization Rate” means eight and three quarters percent (8.75%).



“Capitalized Lease Obligation” means an obligation under a lease that is required to be
capitalized for financial reporting purposes in accordance with GAAP. The amount of a Capitalized
Lease Obligation is the capitalized amount of such obligation as would be required to be reflected
on a balance sheet of the applicable Person prepared in accordance with GAAP as of the applicable
date.



“Cash Equivalents” means: (a) securities issued, guaranteed or insured by the United States of
America or any of its agencies 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 year from the
date acquired issued by a United States federal or state chartered commercial bank of recognized
standing, or a commercial bank organized under the laws of any other country which is a member of
the Organization for Economic Cooperation and Development, or a political subdivision of any such
country, acting through a branch or agency, which bank has capital and unimpaired surplus in excess
of $500,000,000 and which bank or its holding company has a short-term commercial paper rating of
at least A-2 or the equivalent by S&P or at least P-2 or the equivalent by Moody’s; (c) reverse
repurchase agreements with terms of not more than seven days from the date acquired, for securities
of the type described in clause (a) above and entered into only with commercial banks having the
qualifications described in clause (b) above; (d) commercial paper issued by any Person
incorporated under the laws of the United States of America or any State thereof and rated at least
A-2 or the equivalent thereof by S&P or at least P-2 or the equivalent thereof by Moody’s, in each
case with maturities of not more than one year from the date acquired; and (e) investments in money
market funds registered under the Investment Company Act of 1940, as amended, which have net assets
of at least $500,000,000 and at least 85% of whose assets consist of securities and other
obligations of the type described in clauses (a) through (d) above.



“Commercial Property” means any operating Property that is operating, or is to be developed,
as retail, office, industrial or multifamily apartments for rent.



“Compliance Certificate” has the meaning given that term in Section 8.3.



“Construction” means Commercial Properties and Properties being developed as condominiums, in
each undergoing vertical development. Construction shall be valued as the sum of (i) the
fully-budgeted costs for the construction of a given parcel of real property (including, without
limitation, reserves for construction interest and operating deficits, tenant improvements, leasing
commissions, and infrastructure costs (but exclusive of the cost of improvements to be paid by
tenants or parties other than the Borrower or its Subsidiaries)), as reasonably determined by the
Borrower in good faith, plus (ii) the value of such parcel of real property determined as provided
in the definition of “Land”. The phrase “vertical development” shall not be construed to mean
development of infrastructure of a Property.



“Construction-in-Process” means cash expenditures for improvements (including indirect costs
internally allocated and development costs) determined in accordance with GAAP on all Properties
that are under development or are scheduled to commence development within twelve months from any
date of determination.



“Continue”, “Continuation” and “Continued” each refers to the continuation of a LIBOR Loan
from one Interest Period to another Interest Period pursuant to the terms of the Note.



“Convert”, “Conversion” and “Converted” each refers to the conversion of a portion of the Loan
of either Base Rate Principal or LIBOR Rate Principal to the other type of Loan pursuant to the
terms of the Note.



“Credit Document” means this Agreement, the Note, the Guaranty, and each other document or
instrument now or hereafter executed and delivered by a Loan Party in connection with, pursuant to
or relating to this Agreement.



“Credit Event” means any of the following: (a) the making (or deemed making) of the Loan,
(b) the Continuation of a LIBOR Loan, and (c) the Conversion of a Base Rate Loan into a LIBOR Loan.



“Credit Rating” means the rating assigned by a Rating Agency to the senior unsecured long term
Indebtedness of a Person.



“Debt Service” means, for any period, the sum of (a) Interest Expense for such period, and
(b) all regularly scheduled principal payments made with respect to Indebtedness of the Borrower
and its Subsidiaries during such period, other than any balloon, bullet, early repayment or similar
principal payment which, in each case, repays such Indebtedness in full. Debt Service shall
include a proportionate share of items (a) and (b) of all Unconsolidated Affiliates.



“Default” means any of the events specified in Section 10.1., whether or not there has been
satisfied any requirement for the giving of notice, the lapse of time, or both.



“Defaulting Lender” means a Lender that fails to pay its Pro Rata Share of a Payment Amount
within five (5) Business Days after notice from Agent, until such Lender cures such failure as
permitted in this Agreement.



“Defaulting Lender Amount” means the Defaulting Lender’s Pro Rata Share of a Payment Amount.



“Defaulting Lender Payment Amounts” means a Defaulting Lender Amount plus interest from the
date such Defaulting Lender Amount was funded by Agent and/or an Electing Lender, as applicable, to
the date such amount is repaid to Agent and/or such Electing Lender, as applicable, at the rate per
annum applicable to such Defaulting Lender Amount under the Loan or otherwise at the Base Rate.



“Derivatives Contract” means any and all Hedge Agreements and any other rate swap
transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity
swaps, commodity options, forward commodity contracts, equity or equity index swaps or options,
bond or bond price or bond index swaps or options or forward bond or forward bond price or forward
bond index transactions, interest rate options, forward foreign exchange transactions, cap
transactions, floor transactions, collar transactions, currency swap transactions, cross-currency
rate swap transactions, currency options, spot contracts, or any other similar transactions or any
combination of any of the foregoing (including any options to enter into any of the foregoing),
whether or not any such transaction is governed by or subject to any master agreement. Not in
limitation of the foregoing, the term “Derivatives Contract” includes any and all transactions of
any kind, and the related confirmations, which are subject to the terms and conditions of, or
governed by, any form of master agreement published by the International Swaps and Derivatives
Association, Inc., any International Foreign Exchange Master Agreement, or any other master
agreement, including any such obligations or liabilities under any such master agreement.



“Derivatives Termination Value” means, in respect of any one or more Derivatives Contracts,
after taking into account the effect of any legally enforceable netting agreement relating to such
Derivatives Contracts, (a) for any date on or after the date such Derivatives Contracts have been
closed out and termination value(s) determined in accordance therewith, such termination value(s),
and (b) for any date prior to the date referenced in clause (a) the amount(s) determined as the
mark-to-market value(s) for such Derivatives Contracts, as determined based upon one or more
mid-market or other readily available quotations provided by any recognized dealer in such
Derivatives Contracts (which may include the Agent or any Lender).



“Development Property” means a Commercial Property currently under development that has not
achieved an Occupancy Rate of at least 80%, or on which the improvements (other than tenant
improvements on unoccupied space) related to the development have not been completed. A Development
Property on which all improvements (other than tenant improvements on unoccupied space) related to
the development of such Property have been completed for at least 12 months shall cease to
constitute a Development Property notwithstanding the fact that such Property has not achieved an
Occupancy Rate of at least 80%.



“Dispute” means any controversy, claim or dispute between or among the parties to this
Agreement, including any such controversy, claim or dispute arising out of or relating to (a) this
Agreement, (b) any other Credit Document, (c) any related agreements or instruments, or (d) the
transaction contemplated herein or therein (including any claim based on or arising from an alleged
personal injury or business tort).



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



“EBITDA” means, with respect to a Person for any period (without duplication): (a) net income
(loss) of such Person for such period determined on a consolidated basis, in accordance with GAAP,
exclusive of the following (but only to the extent included in determination of such net income
(loss)): (i) depreciation and amortization; (ii) Interest Expense; (iii) income tax expense; and
(iv) extraordinary or non-recurring gains and losses; plus (b) such Person’s pro rata share
of EBITDA of its Unconsolidated Affiliates. EBITDA shall be adjusted to remove any impact from
straight line rent leveling adjustments required under GAAP.



“Effective Date” means the later of: (a) the Agreement Date; and (b) the date on which all of
the conditions precedent set forth in Section 5.1 shall have been fulfilled or waived in writing by
the Requisite Lenders.



“Eligible Assignee” means any Person who is, at the time of determination: (i)  a Lender or an
affiliate of a Lender; (ii) a commercial bank, trust, trust company, insurance company, investment
bank or pension fund organized under the laws of the United States of America, or any state
thereof, and having total assets in excess of $5,000,000,000; (iii) a savings and loan association
or savings bank organized under the laws of the United States of America, or any state thereof, and
having a tangible net worth of at least $500,000,000; or (iv) a commercial bank organized under the
laws of any other country which is a member of the Organization for Economic Cooperation and
Development, or a political subdivision of any such country, and having total assets in excess of
$10,000,000,000, provided that such bank is acting through a branch or agency located in the United
States of America. Notwithstanding the foregoing, while an Event of Default under subsection (a),
(b), (e), (f) or (g) of Section 10.1. exists, “Eligible Assignee” shall mean any Person that is not
an individual.



“Eligible Property” means a Property which satisfies all of the following requirements:
(a) such Property is (i) developed as an office, retail, residential home, or industrial property,
(ii) a Development Property or (iii) Land; (b) the Property is owned, or leased under a Ground
Lease, entirely by the Borrower and/or a Guarantor; (c) neither such Property, nor any interest of
the Borrower or any Subsidiary therein, is subject to any Lien (other than Permitted Liens of the
types described in clauses (a) through (e) of the definition of Permitted Liens) or to a Negative
Pledge; (d) if such Property is owned or leased by a Guarantor (i) none of the Borrower’s direct or
indirect ownership interest in such Guarantor is subject to any Lien (other than Permitted Liens of
the types described in clauses (a) through (e) of the definition of Permitted Liens) or to a
Negative Pledge; and (ii) the Borrower directly, or indirectly through a Subsidiary, has the right
to take the following actions without the need to obtain the consent of any Person: (x) to sell,
transfer or otherwise dispose of such Property and (y) to create a Lien on such Property as
security for Indebtedness of the Borrower or such Guarantor, as applicable; and (e) such Property
is free of all structural defects or major architectural deficiencies (if developed), title
defects, environmental conditions or other adverse matters except for defects, deficiencies,
conditions or other matters individually or collectively which are not material to the profitable
operation of such Property.



“Environmental Laws” means any Applicable Law relating to environmental protection or the
manufacture, storage, remediation, disposal or clean-up of Hazardous Materials including, without
limitation, the following: Clean Air Act, 42 U.S.C. § 7401 et seq.; Federal Water Pollution Control
Act, 33 U.S.C. § 1251 et seq.; Solid Waste Disposal Act, as amended by the Resource Conservation
and Recovery Act, 42 U.S.C. § 6901 et seq.; Comprehensive Environmental Response, Compensation and
Liability Act, 42 U.S.C. § 9601 et seq.; National Environmental Policy Act, 42 U.S.C. § 4321 et
seq.; regulations of the Environmental Protection Agency and any applicable rule of common law and
any judicial interpretation thereof relating primarily to the environment or Hazardous Materials.



“Equity Interest” means, with respect to any Person, any share of capital stock of (or other
ownership or profit interests in) such Person, any warrant, option or other right for the purchase
or other acquisition from such Person of any share of capital stock of (or other ownership or
profit interests in) such Person, any security convertible into or exchangeable for any share of
capital stock of (or other ownership or profit interests in) such Person or warrant, right or
option for the purchase or other acquisition from such Person of such shares (or such other
interests), and any other ownership or profit interest in such Person (including, without
limitation, partnership, member or trust interests therein), whether voting or nonvoting, and
whether or not such share, warrant, option, right or other interest is authorized or otherwise
existing on any date of determination.



“ERISA” means the Employee Retirement Income Security Act of 1974, as in effect from time to
time.



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



“Event of Default” means any of the events specified in Section 10.1., provided that any
requirement for notice or lapse of time or any other condition has been satisfied.



“Excluded Subsidiary” means any Subsidiary (a) holding title to assets which are or are to
become collateral for any Secured Indebtedness of such Subsidiary and (b) which is prohibited from
Guarantying the Indebtedness of any other Person pursuant to (i) any document, instrument or
agreement evidencing such Secured Indebtedness 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 Indebtedness.



“Federal Funds Rate” means, for any day, the rate per annum (rounded upward to the nearest
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 Business Day next succeeding such day,
provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be
such rate on such transactions on the next preceding Business Day, and (b) if no such rate is so
published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the
average rate quoted to the Agent by federal funds dealers selected by the Agent on such day on such
transaction as determined by the Agent.



“Fees” means the fees and commissions provided for or referred to in Section 3.4 and any other
fees payable by the Borrower hereunder or under any other Credit Document.



“Financial Officer” means, with respect to the Borrower, the chief financial officer,
principal accounting officer, controller, treasurer or assistant treasurer of the Borrower.



“Fixed Charges” means, for any period, the sum of (a) Interest Expense of the Borrower and its
Subsidiaries determined on a consolidated basis for such period, (b) all regularly scheduled
principal payments made with respect to Indebtedness of the Borrower and its Subsidiaries during
such period, other than any balloon, bullet or similar principal payment which repays such
Indebtedness in full, and (c) all Preferred Dividends paid during such period. The Borrower’s pro
rata share of the Fixed Charges of Unconsolidated Affiliates of the Borrower shall be included in
determinations of Fixed Charges.



“Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other
than the United States of America, any State thereof or the District of Columbia.



“GAAP” means generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such other entity as may be approved by a significant segment of the
accounting profession, which are applicable to the circumstances as of the date of determination.



“Governmental Approvals” means all authorizations, consents, approvals, licenses and
exemptions of, registrations and filings with, and reports to, all Governmental Authorities.



“Governmental Authority” means any national, state or local government (whether domestic or
foreign), any political subdivision thereof or any other governmental, quasi-governmental,
judicial, public or statutory instrumentality, authority, body, agency, bureau, commission, board,
department or other entity (including, without limitation, the Federal Deposit Insurance
Corporation, the Comptroller of the Currency or the Federal Reserve Board, any central bank or any
comparable authority) or any arbitrator with authority to bind a party at law.



“Ground Lease” means a ground lease containing the following terms and conditions: (a) a
remaining term (exclusive of any unexercised extension options) of 40 years or more from the
Agreement Date; (b) the right of the lessee to mortgage and encumber its interest in the leased
property without the consent of the lessor; (c) the obligation of the lessor to give the holder of
any mortgage Lien on such leased property written notice of any defaults on the part of the lessee
and agreement of such lessor that such lease will not be terminated until such holder has had a
reasonable opportunity to cure or complete foreclosures, and fails to do so; (d) reasonable
transferability of the lessee’s interest under such lease, including ability to sublease; and
(e) such other rights customarily required by mortgagees making a loan secured by the interest of
the holder of the leasehold estate demised pursuant to a ground lease.



“Guarantor” means any Person that is a party to the Guaranty as a “Guarantor” and in any event
shall include each Material Subsidiary (unless an Excluded Subsidiary).



“Guaranty”, “Guaranteed”, “Guarantying” or to “Guarantee” as applied to any obligation means
and includes: (a) a guaranty (other than by endorsement of negotiable instruments for collection
or deposit in the ordinary course of business), directly or indirectly, in any manner, of any part
or all of such obligation, or (b) an agreement, direct or indirect, contingent or otherwise, and
whether or not constituting a guaranty, the practical effect of which is to assure the payment or
performance (or payment of damages in the event of nonperformance) of any part or all of such
obligation whether by: (i) the purchase of securities or obligations, (ii) the purchase, sale or
lease (as lessee or lessor) of property or the purchase or sale of services primarily for the
purpose of enabling the obligor with respect to such obligation to make any payment or performance
(or payment of damages in the event of nonperformance) of or on account of any part or all of such
obligation, or to assure the owner of such obligation against loss, (iii) the supplying of funds to
or in any other manner investing in the obligor with respect to such obligation, or (iv) the
supplying of funds to or investing in a Person on account of all or any part of such Person’s
obligation under a Guaranty of any obligation or indemnifying or holding harmless, in any way, such
Person against any part or all of such obligation. As the context requires, “Guaranty” shall also
mean the Guaranty to which the Guarantors are parties substantially in the form of Exhibit
“B.”



“Hazardous Materials” means all or any of the following: (a) substances that are defined or
listed in, or otherwise classified pursuant to, any applicable Environmental Laws as “hazardous
substances”, “hazardous materials”, “hazardous wastes”, “toxic substances” or any other formulation
intended to define, list or classify substances by reason of deleterious properties such as
ignitability, corrosivity, reactivity, carcinogenicity, reproductive toxicity, “TCLP” toxicity or
“EP toxicity”; (b) oil, petroleum or petroleum derived substances, natural gas, natural gas liquids
or synthetic gas and drilling fluids, produced waters and other wastes associated with the
exploration, development or production of crude oil, natural gas or geothermal resources; (c) any
flammable substances or explosives or any radioactive materials; (d) asbestos in any form;
(e) toxic mold; and (f) electrical equipment which contains any oil or dielectric fluid containing
levels of polychlorinated biphenyls in excess of fifty parts per million.



“Hedge Agreement” means any interest or foreign currency rate swap, cap, collar, option,
hedge, forward rate or other similar agreement or arrangement designed to protect against
fluctuations in interest rates or currency exchange rates.



“Indebtedness” means, with respect to a Person, at the time of computation thereof, all of the
following (without duplication): (a) all obligations of such Person in respect of money borrowed
(other than trade debt incurred in the ordinary course of business which is not more than 30 days
past due); (b) all obligations of such Person, whether or not for money borrowed (i) represented by
notes payable, or drafts accepted, in each case representing extensions of credit, (ii) evidenced
by bonds, debentures, notes or similar instruments, or (iii) constituting purchase money
indebtedness, conditional sales contracts, title retention debt instruments or other similar
instruments, upon which interest charges are customarily paid or that are issued or assumed as full
or partial payment for property or services rendered; (c) Capitalized Lease Obligations of such
Person; (d) all reimbursement obligations (contingent or otherwise) of such Person in respect of
letters of credit or acceptances (whether or not the same have been presented for payment); (e) all
Off-Balance Sheet Obligations of such Person; (f) all obligations of such Person to purchase,
redeem, retire, defease or otherwise make any payment in respect of any Mandatorily Redeemable
Stock issued by such Person or any other Person, valued at the greater of its voluntary or
involuntary liquidation preference plus accrued and unpaid dividends; (g) all obligations of such
Person in respect of any purchase obligation, repurchase obligation, takeout commitment or forward
equity commitment, in each case evidenced by a binding agreement (excluding any such obligation to
the extent the obligation can be satisfied by the issuance of Equity Interests (other than
Mandatorily Redeemable Stock)); (h) net obligations under any Derivatives Contract not entered into
as a hedge against existing Indebtedness, in an amount equal to the Derivatives Termination Value
thereof; (i) all Indebtedness of other Persons which such Person has Guaranteed or is otherwise
recourse to such Person (except for guaranties of customary exceptions for fraud, misapplication of
funds, environmental indemnities and other similar exceptions to nonrecourse liability); (j) all
Indebtedness of another Person secured by (or for which the holder of such Indebtedness has an
existing right, contingent or otherwise, to be secured by) any Lien on property or assets owned by
such Person, even though such Person has not assumed or become liable for the payment of such
Indebtedness or other payment obligation; and (k) such Person’s pro rata share of the Indebtedness
of any Unconsolidated Affiliate of such Person. Indebtedness of any Person shall include
Indebtedness of any partnership or joint venture in which such Person is a general partner or joint
venturer to the extent of such Person’s pro rata share of the ownership of such partnership or
joint venture (except if such Indebtedness, or portion thereof, is recourse to such Person, in
which case the greater of such Person’s pro rata portion of such Indebtedness or the amount of the
recourse portion of the Indebtedness, shall be included as Indebtedness of such Person). The Loan
shall constitute Indebtedness of the Borrower.



“Intellectual Property” has the meaning given that term in Section 6.1.(s).



“Interest Expense” means, for any period, without duplication, (a) total interest expense of
the Borrower and its Subsidiaries, including capitalized interest not funded under a construction
loan interest reserve account, determined on a consolidated basis in accordance with GAAP for such
period, plus (b) the Borrower’s pro rata share of Interest Expense of Unconsolidated Affiliates for
such period.



“Interest Period” has the meaning set forth in the Note.



“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended.



“Investment” means, with respect to any Person, any acquisition or investment (whether or not
of a controlling interest) by such Person, by means of any of the following: (a) the purchase or
other acquisition of any Equity Interest in another Person, (b) a loan, advance or extension of
credit to, capital contribution to, Guaranty of Indebtedness of, or purchase or other acquisition
of any Indebtedness of, another Person, including any partnership or joint venture interest in such
other Person, or (c) the purchase or other acquisition (in one transaction or a series of
transactions) of assets of another Person that constitute the business or a division or operating
unit of another Person. Any binding commitment to make an Investment in any other Person, as well
as any option of another Person to require an Investment in such Person, shall constitute an
Investment. Except as expressly provided otherwise, for purposes of determining compliance with
any covenant contained in a Credit Document, the amount of any Investment shall be the amount
actually invested, without adjustment for subsequent increases or decreases in the value of such
Investment.



“Investment Grade Rating” means a Credit Rating of BBB-/Baa3 (or equivalent) or higher from
either Rating Agency.



“Land” means (i) land on which no development (other than improvements that are not material
or are temporary in nature) has occurred and (ii) land on which a project is currently under
development so long as the calculation of Total Asset Value does not include any NOI attributable
to such Property. For purposes of this Agreement, Land shall be valued as follows:



(a) $50,000 per acre for acreage related to the Borrower’s Towns and Resorts segment which is
either entitled or currently in the entitlement process; 



(b) $2,000 per acre for acreage related to the Borrower’s Towns and Resorts segment which is
neither entitled nor currently in the entitlement process; 



(c) $8,000 per acre for acreage related to the Borrower’s Land Company segment which is either
entitled or currently in the entitlement process; 



(d) $1,500 per acre for acreage related to the Borrower’s Land Company segment which is
neither entitled nor currently in the entitlement process;



(e) $40,000 per acre for acreage related to Borrower’s Commercial segment which is either
entitled or currently in the entitlement process;



(f) $1,750 per acre for acreage related to Borrower’s Commercial segment which is neither
entitled or in the entitlement process;



(g) $1,500 per acre for acreage classified by the Borrower as ANRR Right-of-Way,
Conservation/Mitigation, Corporate, Mitigation, or Overlap; and



(h) $1,200 per acre for acreage classified by the Borrower as Timberland or not elsewhere
classified by the Borrower.



For the avoidance of doubt, a project is deemed entitled when all major discretionary governmental
land-use approvals have been received. The Borrower, the Agent and each of the Lenders acknowledge
that an entitled project may require additional permits for development and/or build-out and also
may be subject to legal challenge. The per acre values set forth above will be reviewed on each
anniversary date of the Agreement Date and adjusted as requested by the Borrower and consented to
by the Requisite Lenders or as otherwise reasonably determined by the Requisite Lenders in good
faith after consultation with the Borrower.



“Lender” means each financial institution from time to time party hereto as a “Lender”
together with its respective successors and permitted assigns.



“Lending Office” means, for each Lender the office of such Lender specified as such on its
signature page hereto or in the applicable Assignment and Acceptance Agreement, or such other
office of such Lender of which such Lender may notify the Agent in writing from time to time.



“Level” has the meaning given that term in the definition of the term “Applicable Margin.”



“LIBOR” has the meaning set forth in the Note.



“LIBOR Loan” means a portion of the Loan bearing interest at a rate based on LIBOR.



“LIBOR Margin” has the meaning set forth in the Note.



“LIBOR Rate” has the meaning set forth in the Note.



“LIBOR Reserve Percentage” has the meaning set forth in the Note.



“Lien” as applied to the property of any Person means: (a) any security interest,
encumbrance, mortgage, deed to secure debt, deed of trust, assignment of leases and rents, pledge,
lien, charge or lease constituting a Capitalized Lease Obligation, conditional sale or other title
retention agreement, or other security title or encumbrance of any kind in respect of any property
of such Person, or upon the income, rents or profits therefrom; (b) any arrangement, express or
implied, under which any property of such Person is transferred, sequestered or otherwise
identified for the purpose of subjecting the same to the payment of Indebtedness or performance of
any other obligation in priority to the payment of the general, unsecured creditors of such Person;
(c) the filing of any financing statement under the Uniform Commercial Code or its equivalent in
any jurisdiction, other than any precautionary filing not otherwise constituting or giving rise to
a Lien, including a precautionary filing of a financing statement (i) in respect of a lease not
constituting a Capitalized Lease Obligation pursuant to Section 9-505 (or a successor provision) of
the Uniform Commercial Code or its equivalent as in effect in an applicable jurisdiction or (ii) in
connection with a sale or other disposition of accounts or other assets not prohibited by this
Agreement in a transaction not otherwise constituting or giving rise to a Lien; and (d) any
agreement by such Person to grant, give or otherwise convey any of the foregoing.



“Loan” means the $100,000,000 credit facility made available to the Borrower under the terms
set forth in this Credit Agreement.



“Loan Party” means each of the Borrower and each other Person who guarantees all or a portion
of the Obligations and/or who pledges any collateral security to secure all or a portion of the
Obligations. Schedule 1.1 sets forth the Loan Parties in addition to the Borrower as of the
Agreement Date.



“Mandatorily Redeemable Stock” means, with respect to any Person, any Equity Interest of such
Person which by the terms of such Equity Interest (or by the terms of any security into which it is
convertible or for which it is exchangeable or exercisable), upon the happening of any event or
otherwise, (a) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or
otherwise (other than an Equity Interest to the extent redeemable in exchange for common stock or
other equivalent common Equity Interests at the option of the issue of such Equity Interest),
(b) is convertible into or exchangeable or exercisable for Indebtedness or Mandatorily Redeemable
Stock, or (c) is redeemable at the option of the holder thereof, in whole or in part (other than an
Equity Interest which is redeemable solely in exchange for common stock or other equivalent common
Equity Interests), in each case on or prior to the date on which the Loan is scheduled to be due
and payable in full.



“Margin Stock” has the meaning given that term in Regulation U of the Board of Governors of
the Federal Reserve System.



“Material Adverse Effect” means a materially adverse effect on (a) the business, assets,
liabilities, condition (financial or otherwise), results of operations or performance of the
Borrower and its Subsidiaries taken as a whole, (b) the ability of the Borrower or any other Loan
Party to perform its obligations under any Credit Document to which it is a party, (c) the validity
or enforceability of any of the Credit Documents, (d) the rights and remedies of the Lenders and
the Agent under any of the Credit Documents or (e) the timely payment of the principal of or
interest on the Loan or other amounts payable in connection therewith.



“Material Contract” means any contract or other arrangement (other than Credit Documents),
whether written or oral, to which the Borrower, any Subsidiary or any other Loan Party is a party
as to which the breach, nonperformance, cancellation or failure to renew by any party thereto could
reasonably be expected to have a Material Adverse Effect.



“Material Subsidiary” means any Subsidiary to which more than $50,000,000 of Total Asset Value
is attributable.



“Moody’s” means Moody’s Investors Service, Inc., and its successors.



“Multiemployer Plan” means at any time a multiemployer plan within the meaning of Section
4001(a)(3) of ERISA to which any member of the ERISA Group is then making or accruing an obligation
to make contributions or has within the preceding five plan years made contributions, including for
these purposes any Person which ceased to be a member of the ERISA Group during such five year
period.



“Negative Pledge” means, with respect to a given asset, any provision of a document,
instrument or agreement (other than any Credit Document) which prohibits or purports to prohibit
the creation or assumption of any Lien on such asset as security for Indebtedness of the Person
owning such asset or any other Person; provided, however, that an agreement that conditions a
Person’s ability to encumber its assets upon the maintenance of one or more specified ratios that
limit such Person’s ability to encumber its assets but that do not generally prohibit the
encumbrance of its assets, or the encumbrance of specific assets, shall not constitute a Negative
Pledge.



“Net Operating Income” or “NOI” means, for any Commercial Property and for a given period, the
sum of the following (without duplication and determined on a consistent basis with prior periods):
(a) rents and other revenues received in the ordinary course from such Commercial Property
(including proceeds of rent loss or business interruption insurance but excluding pre-paid rents
and revenues and security deposits except to the extent applied in satisfaction of tenants’
obligations for rent) minus (b) all expenses paid (excluding interest but including an appropriate
accrual for property taxes and insurance) related to the ownership, operation or maintenance of
such Commercial Property, including but not limited to property taxes, assessments and the like,
insurance, utilities, payroll costs, maintenance, repair and landscaping expenses, marketing
expenses, and general and administrative expenses (including an appropriate allocation for legal,
accounting, advertising, marketing and other expenses incurred in connection with such Commercial
Property, but specifically excluding general overhead expenses of the Borrower or any Subsidiary
and any property management fees) minus (c) the Capital Reserves for such Commercial Property as of
the end of such period minus (d) the greater of (i) the actual property management fee paid during
such period and (ii) an imputed management fee in the amount of three percent (3.0%) of the gross
revenues for such Commercial Property for such period.



“Note” means that certain promissory note or promissory notes of even date herewith, executed
by the Borrower in favor of the Lender in the aggregate original principal amount of
$100,000,000.00, as the same may be amended, extended, supplemented or renewed from time to time.



“Note Agreements” means collectively, the 2002 Note Agreement, the 2004 Note Agreements and
the 2005 Note Agreements.



“Notice of Continuation” means a notice in the form specified by Agent to be delivered to the
Agent evidencing the Borrower’s request for the Continuation of a LIBOR Loan, all in accordance
with the provisions of the Note.



“Notice of Conversion” means a notice in the form specified by Agent to be delivered to the
Agent evidencing the Borrower’s request for the Conversion of a portion of the Loan in accordance
with the provisions of the Note.



“Obligations” means, individually and collectively: (a) the aggregate principal balance of,
and all accrued and unpaid interest on, all portions of the Loan; and (b) all other indebtedness,
liabilities, obligations, covenants and duties of the Borrower and the other Loan Parties owing to
the Agent or any Lender of every kind, nature and description, under or in respect of this
Agreement or any of the other Credit Documents, including, without limitation, the Fees and
indemnification obligations, whether direct or indirect, absolute or contingent, due or not due,
contractual or tortious, liquidated or unliquidated, and whether or not evidenced by any promissory
note.



“Occupancy Rate” means, with respect to a Property at any time, the ratio, expressed as a
percentage, of (a) the net rentable square footage of such Property actually occupied by tenants
that are paying rent at rates not materially less than rates generally prevailing at the time the
applicable lease was entered into, pursuant to binding leases as to which no monetary default has
occurred and has continued unremedied for 30 or more days to (b) the aggregate net rentable square
footage units of such Property. For purposes of the definition of “Occupancy Rate”, a tenant shall
be deemed to actually occupy a Property notwithstanding a temporary cessation of operations for
renovation, repairs or other temporary reason, or for the purpose of completing tenant build-out or
that is otherwise scheduled to be open for business within 90 days of such date.



“OFAC” means U.S. Department of the Treasury’s Office of Foreign Assets Control and any
successor Governmental Authority.



“Off-Balance Sheet Obligations” means liabilities and obligations of the Borrower, any
Subsidiary or any other Person in respect of “off-balance sheet arrangements” (as defined in
Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act) which the Borrower would
be required to disclose in the “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” section of the Borrower’s report on Form 10-Q or Form 10-K (or their
equivalents) which the Borrower is required to file with the Securities and Exchange Commission (or
any Governmental Authority substituted therefor).



“Parking Transactions” means certain structured facility and related transactions pursuant to
which an unrelated developer entity will develop or purchase new real estate projects under the
contractual direction and control of the Borrower. Each Parking Transaction will have
substantially the following attributes: (i) up to 100% of the capital for such development will be
financed by the unrelated developer entity through the issuance of a combination of Equity
Interests and Indebtedness; (ii) the Borrower (or a Subsidiary of the Borrower) will lease the
projects and will have the option to purchase the projects for cost; (iii) the Borrower may or may
not Guaranty the Indebtedness issued by the unrelated developer entity and, in the case of a lease
arrangement between the unrelated developer entity and a Subsidiary of the Borrower, may or may not
Guaranty the lease obligations of such Subsidiary; and (iv) the Borrower expects that such
purchases will be made when they can be matched with land sales to create a tax-free exchange.



“Participant” has the meaning given that term in Section 12.5.(c).



“Payment Amount” means an advance of the Loan, an unreimbursed Administrative Agent Advance,
an unreimbursed Indemnified Cost, or any other amount that a Lender is required to fund under this
Agreement.



“PBGC” means the Pension Benefit Guaranty Corporation and any successor agency.



“Permitted Liens” means, as to any Person: (a) Liens securing taxes, assessments and other
charges or levies imposed by any Governmental Authority (excluding any Lien imposed pursuant to any
of the provisions of ERISA or pursuant to any Environmental Laws) or the claims of materialmen,
mechanics, carriers, warehousemen or landlords for labor, materials, supplies or rentals incurred
in the ordinary course of business, which are not at the time required to be paid or discharged
under Section 7.6.; (b) Liens consisting of deposits or pledges made, in the ordinary course of
business, in connection with, or to secure payment of, obligations under workers’ compensation,
unemployment insurance or similar Applicable Laws; (c) Liens consisting of encumbrances in the
nature of zoning restrictions, easements, and rights or restrictions of record on the use of real
property, which do not materially detract from the value of such property or impair the intended
use thereof in the business of such Person; (d) the rights of tenants under leases or subleases not
interfering with the ordinary conduct of business of such Person; (e) Liens in favor of the Agent
for the benefit of the Lenders; (f) Liens in favor of the Borrower or a Guarantor securing
obligations owing by a Subsidiary to the Borrower or such Guarantor; and (g) Liens in existence as
of the Agreement Date and set forth in Schedule 6.1.(f).



“Person” means an individual, corporation, partnership, limited liability company,
association, trust or unincorporated organization, or a government or any agency or political
subdivision thereof.



“Plan” means at any time an employee pension benefit plan (other than a Multiemployer Plan)
which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412
of the Internal Revenue Code and either (a) is maintained, or contributed to, by any member of the
ERISA Group for employees of any member of the ERISA Group or (b) has at any time within the
preceding five years been maintained, or contributed to, by any Person which was at such time a
member of the ERISA Group for employees of any Person which was at such time a member of the ERISA
Group.



“Preferred Dividends” means, for any period and without duplication, all Restricted Payments
paid during such period on Preferred Equity Interests issued by the Borrower or a Subsidiary.
Preferred Dividends shall not include dividends or distributions (a) paid or payable solely in
Equity Interests (other than Mandatorily Redeemable Stock) payable to holders of such class of
Equity Interests, (b) paid or payable to the Borrower or a Subsidiary, or (c) constituting or
resulting in the redemption of Preferred Equity Interests, other than scheduled redemptions not
constituting balloon, bullet or similar redemptions in full.



“Preferred Equity Interests” means, with respect to any Person, Equity Interests in such
Person which are entitled to preference or priority over any other Equity Interest in such Person
in respect of the payment of dividends or distribution of assets upon liquidation or both.



“Prime Rate” has the meaning set forth in the Note.



“Principal Office” means the office of the Agent located at 101 East Kennedy Boulevard, Mail
Code FL1-400-06-10, 6th Floor, Tampa, Florida 33602, or such other office of the Agent as the Agent
may designate from time to time.



“Pro Rata Share” means, with respect to each Lender at any time, a fraction expressed as a
percentage, the numerator of which is the amount of the Commitment of such Lender at such time and
the denominator of which is the amount of the Aggregate Commitments at such time or, if the
Aggregate Commitments have been terminated, a fraction (expressed as a percentage, carried out to
the ninth decimal place), the numerator of which is the total outstanding amount of all portions of
the Loan held by such Lender at such time and the denominator of which is the total outstanding
amount of the Loan held by all Lenders at such time. The initial Pro Rata Share of each Lender
named on the signature pages hereto is set forth opposite the name of that Lender on its respective
signature page.



“Property” means any parcel of real property owned or leased (in whole or in part) or operated
by the Borrower, any Subsidiary or any Unconsolidated Affiliate of the Borrower and which is
located in a state of the United States of America or the District of Columbia.



“Rating Agencies” means S&P and Moody’s.



“Register” has the meaning given that term in Section 12.5.(e).



“Regulatory Change” means, with respect to any Lender, any change effective after the
Agreement Date in Applicable Law (including without limitation, Regulation D of the Board of
Governors of the Federal Reserve System) or the adoption or making after such date of any
interpretation, directive or request applying to a class of banks, including such Lender, of or
under any Applicable Law (whether or not having the force of law and whether or not failure to
comply therewith would be unlawful) by any Governmental Authority or monetary authority charged
with the interpretation or administration thereof or compliance by any Lender with any request or
directive regarding capital adequacy.



“Requisite Lenders” means, as of any date, Lenders holding more than 50% of the principal
amount of the aggregate outstanding Loan provided, that the portion of the aggregate outstanding
Loan held by any Defaulting Lender shall be excluded for purposes of making a determination of
Requisite Lenders.



“Responsible Officer” means (a) with respect to the Borrower, the chief executive officer, the
president, the chief financial officer or any other Financial Officer of the Borrower, 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: (a) any dividend or other distribution, direct or indirect, on
account of any Equity Interest of the Borrower or any Subsidiary now or hereafter outstanding,
except a dividend payable solely in Equity Interests of an identical or junior class to the holders
of that class; (b) any redemption, conversion, exchange, retirement, sinking fund or similar
payment, purchase or other acquisition for value, direct or indirect, of any Equity Interest of the
Borrower or any Subsidiary now or hereafter outstanding; and (c) any payment made to retire, or to
obtain the surrender of, any outstanding warrants, options or other rights to acquire any Equity
Interests of the Borrower or any Subsidiary now or hereafter outstanding.



“St. Joe Finance Company” means St. Joe Finance Company, a Florida corporation, qualified as a
REIT and capitalized primarily with promissory notes from the Borrower and certain Guarantors,
which notes are secured by unrecorded mortgages on substantially all of the real property owned by
the Borrower and such Guarantors.



“Sanctioned Entity” means (a) an agency of the government of, (b) an organization directly or
indirectly controlled by, or (c) a Person resident in, in each case, a country that is subject to a
sanctions program identified on the list maintained by the OFAC and published from time to time, as
such program may be applicable to such agency, organization or Person.



“Sanctioned Person” means a Person named on the list of Specially Designated Nationals or
Blocked Persons maintained by the OFAC as published from time to time.



“Secured Indebtedness” means, with respect to a Person as of any given date, the aggregate
principal amount of all Indebtedness of such Person outstanding at such date and that is secured in
any manner by any Lien, and in the case of the Borrower, shall include (without duplication) the
Borrower’s pro rata share of the Secured Indebtedness of its Unconsolidated Affiliates.



“Securities Act” means the Securities Act of 1933, as amended from time to time, together with
all rules and regulations issued thereunder.



“Significant Subsidiary” means any Subsidiary to which more than $25,000,000 of Total Asset
Value is attributable.



“Solvent” means, when used with respect to any Person, that (a) the fair value and the fair
salable value of its assets (excluding any Indebtedness due from any affiliate of such Person) are
each in excess of the fair valuation of its total liabilities (including all contingent liabilities
computed at the amount which, in light of all the facts and circumstances existing at such time,
represents the amount that could reasonably be expected to become an actual and matured liability);
(b) such Person is able to pay its debts or other obligations in the ordinary course as they
mature; and (c) such Person has capital not unreasonably small to carry on its business and all
business in which it proposes to be engaged.



“S&P” means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc.,
and its successors.



“Subsidiary” means, for any Person, any corporation, partnership or other entity of which at
least a majority of the Equity Interests having by the terms thereof ordinary voting power to elect
a majority of the board of directors or other individuals performing similar functions of such
corporation, partnership or other entity (without regard to the occurrence of any contingency) is
at the time directly or indirectly owned or controlled by such Person or one or more Subsidiaries
of such Person or by such Person and one or more Subsidiaries of such Person, and shall include all
Persons the accounts of which are consolidated with those of such Person pursuant to GAAP and
excluding the impact of Interpretation No. 46 of the Financial Accounting Standards Board.



“Tangible Net Worth” means Total Asset Value minus Total Indebtedness.



“Taxes” has the meaning given that term in Section 3.9.



“Termination Date” means January 31, 2007, or such later date to which the Termination Date
may be extended pursuant to Section 2.7.



“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 each Commercial Property (other than a Development
Property and a Property acquired during the most recent period of four consecutive fiscal quarters)
owned by the Borrower or any Subsidiary, the quotient of (i) Net Operating Income attributable to
such Commercial Property for the period of four consecutive fiscal quarters most recently ended
divided by (ii) the Capitalization Rate, plus (b) the GAAP book value of Properties acquired during
the most recent period of four consecutive fiscal quarters, plus (c) with respect to each
Development Property and each other Property that is under development, Construction-in-Process
until the earlier of the (i) one year anniversary date of project completion or (ii) the fiscal
quarter after the Property achieves an Occupancy Rate of 80%, plus (d) the GAAP book value of all
Amenities, plus (e) the value of Land as determined in accordance with the definition thereof, plus
(f) the GAAP book value of all other Properties not otherwise included in any of the immediately
preceding clauses (a) through (e), plus (g) 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. For purposes of determining
Total Asset Value, Net Operating Income from Commercial Properties disposed of by the Borrower or
any Subsidiary during the immediately preceding period of four consecutive fiscal quarters of the
Borrower shall be excluded. For the purposes of calculating the value of undepreciated tangible
assets under the immediately preceding clause (g), assets included in the Parking Transactions
(whether or not such assets are consolidated for financial accounting purposes) shall be included,
except to the extent that the Total Asset Value attributable to assets included in the Parking
Transactions would exceed 10% of the Total Asset Value, in which case such excess shall be
excluded.



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



“2002 Note Agreements” means those separate Note Purchase Agreements dated as of February 7,
2002 by and between the Borrower and the initial 2002 noteholders, regarding $18,000,000 of the
Borrower’s 5.64% Senior Secured Notes, Series A due February 7, 2005, $67,000,000 of the Borrower’s
6.66% Senior Secured Notes, Series B, due February 7, 2007, $15,000,000 of the Borrower’s 7.02%
Senior Secured Notes, Series C, due February 7, 2009, and $75,000,000 of the Borrower’s 7.37%
Senior Secured Notes, Series D, due February 7, 2012.



“2004 Note Agreements” means those separate Note Purchase Agreements dated as of June 8, 2004
by and between the Borrower and the initial 2004 noteholders, regarding $25,000,000 of the
Borrower’s 4.97% Senior Secured Notes, Series E, due June 8, 2009 and $75,000,000 of the Borrower’s
5.31% Senior Secured Notes, Series F, due June 8, 2011.



“2005 Note Agreements” means those separate Note Purchase Agreements dated as of August 25,
2005 by and between the Borrower and the initial 2005 noteholders regarding $65,000,000 5.28%
Senior Notes, Series G, due August 25, 2015, $65,000,000 5.38% Senior Notes, Series H, due August
25, 2017 and $20,000,000 5.49% Senior Notes, Series I, due August 25, 2020.



“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.



“Unencumbered Asset Value” means Total Asset Value determined with respect to Eligible
Properties only. To the extent the amount of Unencumbered Asset Value attributable to assets owned
by Subsidiaries of which the Borrower does not own, directly or indirectly, at least 66-2/3% of the
Equity Interests would exceed 10% of Unencumbered Asset Value, such excess shall be excluded from
Unencumbered Asset Value.



“Unfunded Liabilities” means, with respect to any Plan at any time, the amount (if any) by
which (a) the value of all benefit liabilities under such Plan, determined on a plan termination
basis using the assumptions prescribed by the PBGC for purposes of Section 4044 of ERISA, exceeds
(b) the fair market value of all Plan assets allocable to such liabilities under Title IV of ERISA
(excluding any accrued but unpaid contributions), all determined as of the then most recent
valuation date for such Plan, but only to the extent that such excess represents a potential
liability of a member of the ERISA Group to the PBGC or any other Person under Title IV of ERISA.



“Unsecured Indebtedness” means Indebtedness which is not Secured Indebtedness.



“Wholly Owned Subsidiary” means any Subsidiary of a Person in respect of which all of the
equity securities or other ownership interests (other than, in the case of a corporation,
directors’ qualifying shares) are at the time directly or indirectly owned or controlled by such
Person or one or more other Subsidiaries of such Person or by such Person and one or more other
Subsidiaries of such Person. Notwithstanding the foregoing, St. Joe Finance Company shall be
considered a Wholly Owned Subsidiary of the Borrower so long as not less than 99% (measured by both
voting power and economic interest) of the outstanding Equity Interests of St. Joe Finance Company
is owned, directly or indirectly, by the Borrower.




	 	 	Section 1.2. General; References to Times.	 





Unless otherwise indicated, all accounting terms, ratios and measurements shall be interpreted
or determined in accordance with GAAP; provided that, if at any time any change in GAAP would
affect the computation of any financial ratio or requirement set forth in any Credit Document, and
either the Borrower or the Requisite Lenders shall so request, the Agent, the Lenders and the
Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original
intent thereof in light of such change in GAAP (subject to the approval of the Requisite Lenders);
provided further that, until so amended, (i) such ratio or requirement shall continue to be
computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide
to the Agent and the Lenders financial statements and other documents required under this Agreement
or as reasonably requested hereunder setting forth a reconciliation between calculations of such
ratio or requirement made before and after giving effect to such change in GAAP. References in
this Agreement to “Sections”, “Articles”, “Exhibits” and “Schedules” are to sections, articles,
exhibits and schedules herein and hereto unless otherwise indicated. References in this Agreement
to any document, instrument or agreement (a) shall include all exhibits, schedules and other
attachments thereto, (b) shall include all documents, instruments or agreements issued or executed
in replacement thereof, to the extent permitted hereby and (c) shall mean such document, instrument
or agreement, or replacement or predecessor thereto, as amended, supplemented, restated or
otherwise modified as of the date of this Agreement and from time to time thereafter to the extent
not prohibited hereby and in effect at any given time. Wherever from the context it appears
appropriate, each term stated in either the singular or plural shall include the singular and
plural, and pronouns stated in the masculine, feminine or neuter gender shall include the
masculine, the feminine and the neuter. Unless explicitly set forth to the contrary, a reference
to “Subsidiary” means a Subsidiary of the Borrower or a Subsidiary of such Subsidiary and a
reference to an “Affiliate” means a reference to an Affiliate of the Borrower. Titles and captions
of Articles, Sections, subsections and clauses in this Agreement are for convenience only, and
neither limit nor amplify the provisions of this Agreement. Unless otherwise indicated, all
references to time are references to Tampa, Florida time.




	 	 	Section 1.3. Financial Attributes of Non-Wholly Owned Subsidiaries.	 





When determining the Borrower’s compliance with any financial covenant contained in any of the
Credit Documents, only the Borrower’s pro rata share of the financial attributes of a Subsidiary
that is not a Wholly Owned Subsidiary shall be included.




	 	 	Section 1.4. FAS 141 and FIN 46.	 





When determining the Borrower’s compliance with any financial covenant contained in any of the
Credit Documents the impact of Statement of Financial Accounting Standards No. 141 and
Interpretation No. 46 of the Financial Accounting Standards Board shall be excluded.



Article II. Credit Facility





	 	 	Section 2.1. Loan.	 





Subject to the terms and conditions hereof, the Borrower shall be entitled to borrow from the
date hereof through December 31, 2006, and agrees to borrow from the Lenders in one or more draws,
on a non-revolving basis, an aggregate amount not to exceed $100,000,000.00. The Borrower shall
notify the Bank of its intent to make a draw under the Note, not less than seven (7) business days
prior to the requested date of such draw. Borrower’s notice of its intent to make a draw shall
include copies of the notice(s) of prepayment given to the note holders being paid off. All draws
under the Loan shall be in an amount no greater than the aggregate amount set forth in the
prepayment notices accompanying the draw request, and the draw proceeds shall be used solely to
payoff such noteholders. In connection with any draw, Borrower shall provide Agent satisfactory
information after the draw has been disbursed confirming the subject prepayments were made. Each
Lender severally agrees to make advances of its Pro Rata Share of the Loan proceeds in amounts at
any one time outstanding not to exceed such Lender’s Pro Rata Share of the Loan (except for Agent
with respect to Administrative Agent Advances), on the terms and subject to the conditions set
forth in this Agreement. Each Lender’s commitment to lend shall expire and terminate automatically
on the earlier of December 31, 2006 and the date the Loan is prepaid in full. The Loan is not
revolving. Any amount repaid may not be reborrowed.




	 	 	Section 2.2. Rates and Payment of Interest on Loan.	 





(a) Rates. The Borrower promises to pay to the Agent for the account of each Lender
interest on the unpaid principal amount of each Loan made by such Lender for the period from and
including the date of the making of such Loan to but excluding the date such Loan shall be paid in
full, at the following per annum rates:




(i) during such periods as such Loan is a Base Rate Loan, at the Base Rate (as in
effect from time to time) plus the Applicable Margin;




(ii) during such periods as such Loan is a LIBOR Loan, at Adjusted LIBOR Rate for such
Loan for the Interest Period therefor plus the Applicable Margin;



Notwithstanding the foregoing, while an Event of Default exists, the Borrower shall pay to the
Agent for the account of the Lenders interest at the Past-Due Rate (as defined in the Note) on the
outstanding principal amount under the Note.



(b) Payment of Interest. Accrued and unpaid interest on each Loan shall be payable
(i) in the case of a Base Rate Loan, monthly in arrears on the first day of each calendar month,
(ii) in the case of a LIBOR Loan, in arrears on the last day of each Interest Period therefor, and
(iii) in the case of any Loan, in arrears upon the payment, prepayment or Continuation thereof or
the Conversion of such Loan to a Loan of another interest rate type (but only on the principal
amount so paid, prepaid, Continued or Converted). Interest payable at the Past-Due Rate shall be
payable from time to time on demand. Promptly after the determination of any interest rate
provided for herein or any change therein, the Agent shall give notice thereof to the Lenders to
which such interest is payable and to the Borrower. All determinations by the Agent of an interest
rate hereunder shall be conclusive and binding on the Lenders and the Borrower for all purposes,
absent manifest error.




	 	 	Section 2.3. Number of Interest Periods.	 





There shall be no more than four (4) different Interest Periods for Libor Rate Elections (as
defined in the Note) outstanding at any time.




	 	 	Section 2.4. Repayment of Loan.	 





The Borrower shall repay the entire outstanding principal amount of, and all accrued but
unpaid interest on, the Loan, on the Termination Date.




	 	 	Section 2.5. Prepayments.	 





Subject to the provisions set forth in Section 4 of the Note, the Borrower may prepay the
Loan, in whole or in part, at any time without premium or penalty.




	 	 	Section 2.6. Note.	 





The Loan, in addition to this Agreement, is also to be evidenced by the Note. The Note shall
be in the form of Exhibit “C.”



(a) Records. The date, amount, interest rate, type and duration of Interest Periods
(if applicable) of each rate election by the Borrower, and each payment made on account of the
principal thereof, shall be recorded by such Lender on its books and such entries shall be binding
on the Borrower, absent manifest error; provided, however, that the failure of a Lender to make any
such record shall not affect the obligations of the Borrower under any of the Credit Documents.



(b) Lost, Stolen, Destroyed or Mutilated Notes. Upon receipt by the Borrower of
(i) written notice from the Agent that the Note has been lost, stolen, destroyed or mutilated, and
(ii) (A) in the case of loss, theft or destruction, an unsecured agreement of indemnity from the
Agent in form reasonably satisfactory to the Borrower, or (B) in the case of mutilation, upon
surrender and cancellation of the Note, the Borrower shall at its own expense execute and deliver
to the Agent a new Note dated the date of such lost, stolen, destroyed or mutilated Note.




	 	 	Section 2.7. Extension of Termination Date.	 





The Borrower shall have the right, exercisable one time, to extend the Termination Date by one
(1) six-month period. Extension of the Termination Date shall not extend the draw period, which in
all events shall terminate on December 31, 2006. The Borrower may exercise the right to extend the
Termination Date only by executing and delivering to the Agent, at least thirty (30) days prior to
January 31, 2007, a written request for such extension (an “Extension Request”). Upon satisfaction
of the following conditions and receipt of the Extension Request, the Termination Date shall be
extended to July 31, 2007:




(a) The Borrower shall have paid all fees due under Section 3.4 of this Credit
Agreement;




(b) All conditions set forth in the Note for the extension of the Termination Date
shall have been satisfied;




(c) Immediately prior to such extension and immediately after giving effect thereto,
(i) no Default or Event of Default shall exist and (ii) the representations and warranties
made or deemed made by the Borrower and each other Loan Party in the Credit Documents to
which any of them is a party, shall be true and correct in all material respects on and as
of the date of such extension with the same force and effect as if made on and as of such
date except to the extent that such representations and warranties expressly relate solely
to an earlier date (in which case such representations and warranties shall have been true
and correct on and as of such earlier date) and except for changes in factual circumstances
not prohibited under the Credit Documents.



Section 2.8. Administrative Agent Advances. Agent is authorized, from time to time, in Agent’s sole
discretion to make, authorize or determine advances of the Loan, or otherwise expend funds, on
behalf of Lenders (“Administrative Agent Advances”), (i) to pay any costs, fees and
expenses as described in Section 12.2 herein, (ii) after the occurrence of a Default when Agent
deems necessary or desirable to preserve or protect the rights and remedies granted to Lenders
under this Agreement. Administrative Agent Advances shall be repayable on demand, and if unpaid
by Lenders as set forth below shall bear interest at the rate applicable to such amount under the
Loan or if no longer applicable, at the Base Rate. Agent shall notify each Lender in writing of
each Administrative Agent Advance. Upon receipt of notice from Agent of its making of an
Administrative Agent Advance, each Lender shall make the amount of such Lender’s Pro Rata Share of
the outstanding principal amount of the Administrative Agent Advance available to Agent, in same
day funds, to such account of Agent as Agent may designate, (i) on or before 3:00 p.m. (Agent’s
Time) on the day Agent provides Lenders with notice of the making of such Administrative Agent
Advance if Agent provides such notice on or before 12:00 p.m. (Agent’s Time), or (ii) on or before
12:00 p.m. on the Business Day immediately following the day Agent provides Lenders with notice of
the making of such advance if Agent provides notice after 12:00 p.m. (Agent’s Time).



Article III. Payments, Fees and Other General Provisions





	 	 	Section 3.1. Payments.	 





Except to the extent otherwise provided herein, all payments of principal, interest and other
amounts to be made by the Borrower under this Agreement or any other Credit Document shall be made
in Dollars, in immediately available funds, without deduction, set-off or counterclaim, to the
Agent at its Principal Office, not later than 2:00 p.m. on the date on which such payment shall
become due (each such payment made after such time on such due date to be deemed to have been made
on the next succeeding Business Day). Subject to Section 10.3., the Borrower may, at the time of
making each payment under this Agreement or any Note, specify to the Agent the amounts payable by
the Borrower hereunder to which such payment is to be applied. Each payment received by the Agent
for the account of the Lender(s) under this Agreement or the Note shall be paid to the Lender at
the applicable Lending Office of such Lender no later than 5:00 p.m. on the date of receipt. If
the Agent fails to pay such amount to a Lender as provided in the previous sentence, the Agent
shall pay interest on such amount until paid at a rate per annum equal to the Federal Funds Rate
from time to time in effect. If the due date of any payment under this Agreement or any other
Credit Document would otherwise fall on a day which is not a Business Day such date shall be
extended to the next succeeding Business Day and interest shall be payable for the period of such
extension.




	 	 	Section 3.2. Pro Rata Treatment.	 





Except to the extent otherwise provided herein, each payment or prepayment of principal under
the Note shall be made for the account of the Lenders pro rata in accordance with the respective
unpaid principal amounts of the Note then held by each such Lender. Each payment of interest on
the Note by the Borrower shall be made for the account of the Lenders pro rata in accordance with
the amounts of interest then due on the outstanding principal amount of the Note then held by such
Lenders.




	 	 	Section 3.3. Minimum Amounts.	 





(a) Borrowings and Conversions. Each Base Rate election under the Note shall be in an
aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof.
Each rate election, Conversion and Continuation of LIBOR Loans shall be in an aggregate minimum
amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount.



(b) Prepayments. Each voluntary prepayment under the Loan shall be in an aggregate
minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or, if less,
the aggregate principal amount of the Loan then outstanding).




	 	 	Section 3.4. Fees.	 





(a) Facility Fees. The Borrower shall pay to the Agent for the account of the
Lenders, a facility fee in the amount of $100,000.00 on the date hereof for establishing the credit
arrangements hereunder.



(b) Extension Fee. If the Borrower exercises its right to extend the Termination Date
in accordance with Section 2.7, the Borrower agrees to pay to the Agent for the account of the
Lenders a fee equal to five basis points (.05%) of the outstanding principal amount of the Loan
amount at the time of such extension. Such fee shall be due and payable in full on the date the
Agent receives the Extension Request pursuant to such Section.



(c) Administrative and Other Fees. The Borrower agrees to pay the administrative and
other fees of the Agent as may be agreed to in writing by the Borrower and the Agent from time to
time.




	 	 	Section 3.5. Computations.	 





Unless otherwise expressly set forth herein, any accrued interest on the Note or any other
Obligations, and all Fees due hereunder shall be computed on the basis of a year of 360 days and
the actual number of days elapsed.




	 	 	Section 3.6. Usury.	 





In no event shall the amount of interest due or payable on the Loan or other Obligations
exceed the maximum rate of interest allowed by Applicable Law and, if any such payment is paid by
the Borrower or any other Loan Party or received by any Lender, then such excess sum shall be
credited as a payment of principal, unless the Borrower shall notify the respective Lender in
writing that the Borrower elects to have such excess sum returned to it forthwith. It is the
express intent of the parties hereto that the Borrower not pay and the Lenders not receive,
directly or indirectly, in any manner whatsoever, interest in excess of that which may be lawfully
paid by the Borrower under Applicable Law.




	 	 	Section 3.7. Agreement Regarding Interest and Charges.	 





The parties hereto hereby agree and stipulate that the only charge imposed upon the Borrower
for the use of money in connection with this Agreement is and shall be the interest set forth in
the Note. Notwithstanding the foregoing, the parties hereto further agree and stipulate that all
agency fees, syndication fees, facility fees, closing fees, underwriting fees, default charges,
late charges, funding or “breakage” charges, increased cost charges, attorneys’ fees and
reimbursement for costs and expenses paid by the Agent or any Lender to third parties or for
damages incurred by the Agent or any Lender, in each case in connection with the transactions
contemplated by this Agreement and the other Credit Documents, are charges made to compensate the
Agent or any such Lender for underwriting or administrative services and costs or losses performed
or incurred, and to be performed or incurred, by the Agent and the Lenders in connection with this
Agreement and shall under no circumstances be deemed to be charges for the use of money. All
charges other than charges for the use of money shall be fully earned and nonrefundable when due.




	 	 	Section 3.8. Defaulting Lenders.	 





(a) Notice and Cure of Lender Default; Election Period; Electing Lenders. Agent shall
notify (such notice being referred to as the “Default Notice”) Borrower (for Loan advances)
and each non-Defaulting Lender if any Lender is a Defaulting Lender. Each non-Defaulting Lender
shall have the right, but in no event or under any circumstance the obligation, to fund such
Defaulting Lender Amount, provided that within twenty (20) days after the date of the
Default Notice (the “Election Period”), such non-Defaulting Lender or Lenders (each such
Lender, an “Electing Lender”) irrevocably commit(s) by notice in writing (an “Election
Notice”) to Agent, the other Lenders and Borrower to fund the Defaulting Lender Amount. If
Agent receives more than one Election Notice within the Election Period, then the commitment to
fund the Defaulting Lender Amount shall be apportioned pro rata among the Electing Lenders in the
proportion that the amount of each such Electing Lender’s Commitment bears to the total Commitments
of all Electing Lenders. If the Defaulting Lender fails to pay the Defaulting Lender Payment
Amount within the Election Period, the Electing Lender or Lenders, as applicable, shall be
automatically obligated to fund the Defaulting Lender Amount (and Defaulting Lender shall no longer
be entitled to fund such Defaulting Lender Amount) within three (3) Business Days following the
expiration of the Election Period to reimburse Agent or make payment to Borrower, as applicable.
Notwithstanding anything to the contrary contained herein, if Agent has funded the Defaulting
Lender Amount, Agent shall be entitled to reimbursement for its portion of the Defaulting Lender
Payment Amount pursuant to Article XI.



(b) Removal of Rights; Indemnity. Agent shall not be obligated to transfer to a
Defaulting Lender any payments made by or on behalf of Borrower to Agent for the Defaulting
Lender’s benefit; nor shall a Defaulting Lender be entitled to the sharing of any payments
hereunder or under any Note until all Defaulting Lender Payment Amounts are paid in full. Amounts
payable to a Defaulting Lender shall be paid by Agent to reimburse Agent and any Electing Lender
pro rata for all Defaulting Lender Payment Amounts. Solely for the purposes of voting or
consenting to matters with respect to the Credit Documents, a Defaulting Lender shall be deemed not
to be a “Lender” and such Defaulting Lender’s Commitment shall be deemed to be zero. A Defaulting
Lender shall have no right to participate in any discussions among and/or decisions by Lenders
hereunder and/or under the other Credit Documents. Further, any Defaulting Lender shall be bound
by any amendment to, or waiver of, any provision of, or any action taken or omitted to be taken by
Agent and/or the non-Defaulting Lenders under, any Loan Document which is made subsequent to the
Defaulting Lender’s becoming a Defaulting Lender. This Section shall remain effective with respect
to a Defaulting Lender until such time as the Defaulting Lender shall no longer be in default of
any of its obligations under this Agreement by curing such default by payment of all Defaulting
Lender Payment Amounts (i) within the Election Period, or (ii) after the Election Period with the
consent of the non-Defaulting Lenders. Such Defaulting Lender nonetheless shall be bound by any
amendment to or waiver of any provision of, or any action taken or omitted to be taken by Agent
and/or the non-Defaulting Lenders under any Loan Document which is made subsequent to that Lender’s
becoming a Defaulting Lender and prior to such cure or waiver. The operation of this subsection or
the subsection above alone shall not be construed to increase or otherwise affect the Commitment of
any non-Defaulting Lender, or relieve or excuse the performance by Borrower of their duties and
obligations hereunder or under any of the other Credit Documents. Furthermore, nothing contained
in this Section shall release or in any way limit a Defaulting Lender’s obligations as a Lender
hereunder and/or under any other of the Credit Documents. Further, a Defaulting Lender shall
indemnify and hold harmless Agent and each of the non-Defaulting Lenders from any claim, loss, or
costs incurred by Agent and/or the non-Defaulting Lenders as a result of a Defaulting Lender’s
failure to comply with the requirements of this Agreement, including, without limitation, any and
all additional losses, damages, costs and expenses (including, without limitation, attorneys’ fees)
incurred by Agent and any non-Defaulting Lender as a result of and/or in connection with (i) a
non-Defaulting Lender’s acting as an Electing Lender, (ii) any enforcement action brought by Agent
against a Defaulting Lender, and (iii) any action brought against Agent and/or Lenders. The
indemnification provided above shall survive any termination of this Agreement.



(c) Commitment Adjustments. In connection with the adjustment of the amounts of the
Loan Commitments of the Defaulting Lender and Electing Lender(s) upon the expiration of the
Election Period as aforesaid, Borrower, Agent and Lenders shall execute such modifications to the
Credit Documents as shall, in the reasonable judgment of Agent, be necessary or desirable in
connection with the adjustment of the amounts of Commitments in accordance with the foregoing
provisions of this Section. For the purpose of voting or consenting to matters with respect to the
Credit Documents such modifications shall also reflect the removal of voting rights of the
Defaulting Lender and increase in voting rights of Electing Lenders to the extent an Electing
Lender has funded the Defaulting Lender Amount. In connection with such adjustments, Defaulting
Lenders shall execute and deliver an Assignment and Acceptance Agreement covering that Lender’s
Commitment and otherwise comply with Section 12.5. If a Lender refuses to execute and deliver such
Assignment and Acceptance Agreement or otherwise comply with Section 12.5, such Lender hereby
appoints Agent to do so on such Lender’s behalf. Agent shall distribute an amended Schedule of
Lenders, which shall thereafter be incorporated into this Agreement, to reflect such adjustments.
However, all such Defaulting Lender Amounts funded by Agent or Electing Lenders shall continue to
be Defaulting Lender Amounts of the Defaulting Lender pursuant to its obligations under this
Agreement.



(d) No Election. In the event that no Lender elects to commit to fund the Defaulting
Lender Amount within the Election Period, Agent shall, upon the expiration of the Election Period,
so notify Borrower and each Lender.



(e) Several Obligations; No Liability, No Release. Notwithstanding that certain of
the Credit Documents now or hereafter may have been or will be executed only by or in favor of
Agent in its capacity as such, and not by or in favor of Lenders, any and all obligations on the
part of Agent (if any) to make any advances of the Loan or reimbursements for other Payment Amounts
shall constitute the several (and not joint) obligations of the respective Lenders on a ratable
basis, according to their respective Pro Rata Shares. Except as may be specifically provided in
this Agreement, no Lender shall have any liability for the acts of any other Lender. No Lender
shall be responsible to Borrower or any other person for any failure by any other Lender to fulfill
its obligations to make advances of the Loan or reimbursements for other Payment Amounts, nor to
take any other action on its behalf hereunder or in connection with the financing contemplated
herein. The failure of any Lender to pay to Agent its Pro Rata Share of a Payment Amount shall not
relieve any other Lender of any obligation hereunder to pay to Agent its Pro Rata Share of such
Payment Amounts as and when required herein, but no Lender shall be responsible for the failure of
any other Lender to so fund its Pro Rata Share of the Payment Amount. In furtherance of the
foregoing, Lenders shall comply with their obligation to pay Agent their Pro Rata Share of such
Payment Amounts regardless of (i) the occurrence of any Default hereunder or under any Loan
Document; (ii) a default by Borrower under the Permanent Loan Commitment, if applicable, (iii) any
failure of consideration, absence of consideration, misrepresentation, fraud, or any other event,
failure, deficiency, breach or irregularity of any nature whatsoever in the Credit Documents; or
(iv) any bankruptcy, insolvency or other like event with regard to any Borrower; Permanent Lender,
if any, or Guarantor. The obligation of Lenders to pay to such Payment Amounts are in all regards
independent of any claims between Agent and any Lender.



(f) Replacement of Lenders. If any Lender is a Defaulting Lender, Borrower may, upon
notice to such Lender and the Agent, replace such Lender by causing such Lender to assign its
Commitment with the payment of any assignment fee by the replaced Lender to one or more other
lenders or Eligible Assignees acceptable to Borrower, and the Agent. Borrower shall or shall cause
the replacement lender to (subject to the provisions of this Section 3.8) providing for payment of
all Defaulting Lender Payment Amounts to Agent and/or Electing Lenders, as applicable, prior to
payment of amounts due to a Defaulting Lender), (x) pay in full all principal, interest, fees and
other amounts owing to such Lender through the date of replacement, and (y) provide a release of
such Lender from its obligations under the Credit Documents. Any Lender being replaced shall
execute and deliver an Assignment and Acceptance Agreement covering that Lender’s Commitment and
otherwise comply with Section 12.5. If a Lender being replaced refuses to execute and deliver such
Assignment and Acceptance Agreement or otherwise comply with Section 12.5, such Lender hereby
appoints Agent to do so on such Lender’s behalf. Agent shall distribute an amended Schedule of
Lenders, which shall thereafter be incorporated into this Agreement, to reflect adjustments to
Lenders and their Commitments.




	 	 	Section 3.9. Taxes.	 





(a) Taxes Generally. All payments by the Borrower of principal of, and interest on,
the Loan and all other Obligations shall be made free and clear of and without deduction for any
present or future excise, stamp or other taxes, fees, duties, levies, imposts, charges, deductions,
withholdings or other charges of any nature whatsoever imposed by any taxing authority, but
excluding (i) franchise taxes, (ii) any taxes imposed on or measured by any Lender’s assets, net
income, receipts or branch profits, (iii) any taxes (other than withholding taxes) with respect to
the Agent or a Lender that would not be imposed but for a connection between the Agent or such
Lender and the jurisdiction imposing such taxes (other than a connection arising solely by virtue
of the activities of the Agent or such Lender pursuant to or in respect of this Agreement or any
other Credit Document), and (iv) any taxes, fees, duties, levies, imposts, charges, deductions,
withholdings or other charges to the extent imposed as a result of the failure of the Agent or a
Lender, as applicable, to provide and keep current (to the extent legally able) any certificates,
documents or other evidence required to qualify for an exemption from, or reduced rate of, any such
taxes fees, duties, levies, imposts, charges, deductions, withholdings or other charges or required
by the immediately following subsection (c) to be furnished by the Agent or such Lender, as
applicable (such non-excluded items being collectively called “Taxes”). If any withholding or
deduction from any payment to be made by the Borrower hereunder is required in respect of any Taxes
pursuant to any Applicable Law, then the Borrower will:




(i) pay directly to the relevant Governmental Authority the full amount required to be
so withheld or deducted;




(ii) promptly forward to the Agent an official receipt or other documentation
satisfactory to the Agent evidencing such payment to such Governmental Authority; and




(iii) pay to the Agent for its account or the account of the applicable Lender, as the
case may be, such additional amount or amounts as is necessary to ensure that the net amount
actually received by the Agent or such Lender will equal the full amount that the Agent or
such Lender would have received had no such withholding or deduction been required.



(b) Tax Indemnification. If the Borrower fails to pay any Taxes when due to the
appropriate Governmental Authority or fails to remit to the Agent, for its account or the account
of the respective Lender, as the case may be, the required receipts or other required documentary
evidence, the Borrower shall indemnify the Agent and the Lenders for any incremental Taxes,
interest or penalties that may become payable by the Agent or any Lender as a result of any such
failure. For purposes of this Section, a distribution hereunder by the Agent or any Lender to or
for the account of any Lender shall be deemed a payment by the Borrower.



(c) Tax Forms. Prior to the date that any Foreign Lender becomes a party hereto, such
Foreign Lender shall deliver to the Borrower and the Agent such certificates, documents or other
evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto
(including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate
successor forms), properly completed, currently effective and duly executed by such Foreign Lender
establishing that payments to it hereunder and under the Notes are (i) not subject to United States
Federal backup withholding tax and (ii) not subject to United States Federal withholding tax
imposed under the Internal Revenue Code. Each such Foreign Lender shall, to the extent it may
lawfully do so, (x) deliver further copies of such forms or other appropriate certifications on or
before the date that any such forms expire or become obsolete and after the occurrence of any event
requiring a change in the most recent form delivered to the Borrower or the Agent and (y) obtain
such extensions of the time for filing, and renew such forms and certifications thereof, as may be
reasonably requested by the Borrower or the Agent. The Borrower shall not be required to pay any
amount pursuant to the last sentence of subsection (a) above to any Foreign Lender or the Agent, if
it is organized under the laws of a jurisdiction outside of the United States of America, if such
Foreign Lender or the Agent, as applicable, fails to comply with the requirements of this
subsection. If any such Foreign Lender, to the extent it may lawfully do so, fails to deliver the
above forms or other documentation, then the Agent may withhold from any payments to be made to
such Foreign Lender under any of the Credit Documents such amounts as are required by the Internal
Revenue Code. If any Governmental Authority asserts that the Agent did not properly withhold or
backup withhold, as the case may be, any tax or other amount from payments made to or for the
account of any Lender, such Lender shall indemnify the Agent therefor, including all penalties and
interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent under this
Section, and costs and expenses (including all reasonable fees and disbursements of any law firm or
other external counsel and the allocated cost of internal legal services and all disbursements of
internal counsel) of the Agent. The obligation of the Lenders under this Section shall survive the
termination of the Commitments, repayment of all Obligations and the resignation or replacement of
the Agent.



Article IV. Yield Protection, Etc.





	 	 	Section 4.1. Additional Costs; Capital Adequacy.	 





(a) Additional Costs. The Borrower shall promptly pay to the Agent for the account of
each affected Lender from time to time such amounts as such Lender may determine to be necessary to
compensate such Lender for any costs incurred by such Lender that it determines are attributable to
its making or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loan hereunder,
any reduction in any amount receivable by such Lender under this Agreement or any of the other
Credit Documents in respect of any portion of the Loan or such obligation or the maintenance by
such Lender of capital in respect of its portion of the Loan or its Commitment (such increases in
costs and reductions in amounts receivable being herein called “Additional Costs”), to the extent
resulting from any Regulatory Change that: (i) changes the basis of taxation of any amounts
payable to such Lender under this Agreement or any of the other Credit Documents in respect of any
of such portion of the Loan or its Commitment (other than taxes, fees, duties, levies, imposts,
charges, deductions, withholdings or other charges which are excluded from the definition of Taxes
pursuant to the first sentence of Section 3.9.(a)); or (ii) imposes or modifies any reserve,
special deposit or similar requirements (other than Regulation D of the Board of Governors of the
Federal Reserve System or other reserve requirement to the extent utilized in the determination of
Adjusted LIBOR Rate for such Loan) relating to any extensions of credit or other assets of, or any
deposits with or other liabilities of, such Lender, or any commitment of such Lender (including,
without limitation, the Commitment of such Lender hereunder); or (iii) has or would have the effect
of reducing the rate of return on capital of such Lender to a level below that which such Lender
could have achieved but for such Regulatory Change (taking into consideration such Lender’s
policies with respect to capital adequacy).



(b) Lender’s Suspension of LIBOR Loans. Without limiting the effect of the provisions
of the immediately preceding subsection (a), if, by reason of any Regulatory Change, any Lender
either (i) incurs Additional Costs based on or measured by the excess above a specified level of
the amount of a category of deposits or other liabilities of such Lender that includes deposits by
reference to which the interest rate on a LIBOR Loan is determined as provided in this Agreement or
a category of extensions of credit or other assets of such Lender that includes LIBOR Loans or
(ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that
it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Agent),
the obligation of such Lender to make or Continue, or to Convert any other type of Loan into, LIBOR
Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which
case the provisions of Section 4.5 shall apply).



(c) Notification and Determination of Additional Costs. Each of the Agent and each
Lender agrees to notify the Borrower of any event occurring after the Agreement Date entitling the
Agent or such Lender to compensation under any of the preceding subsections of this Section as
promptly as practicable; provided, however, the failure of the Agent or any Lender to give such
notice shall not release the Borrower from any of its obligations hereunder (and in the case of a
Lender, to the Agent). The Agent or such Lender agrees to furnish to the Borrower (and in the case
of a Lender, to the Agent) a certificate setting forth in reasonable detail the basis and amount of
each request by the Agent or such Lender for compensation under this Section. Absent manifest
error, determinations by the Agent or any Lender of the effect of any Regulatory Change shall be
conclusive, provided that such determinations are made on a reasonable basis and in good faith.




	 	 	Section 4.2. Suspension of LIBOR Loans.	 





Anything herein to the contrary notwithstanding, if, on or prior to the determination of
Adjusted LIBOR Rate for any Interest Period:




(a) the Agent reasonably determines (which determination shall be conclusive) that by
reason of circumstances affecting the relevant market, adequate and reasonable means do not
exist for ascertaining Adjusted LIBOR Rate for such Interest Period, or




(b) the Agent reasonably determines (which determination shall be conclusive) that
Adjusted LIBOR Rate will not adequately and fairly reflect the cost to the Lenders of making
or maintaining a LIBOR Loan for such Interest Period;



then the Agent shall give the Borrower and each Lender prompt notice thereof and, so long as such
condition remains in effect, the Lenders shall be under no obligation to, and shall not, make
additional LIBOR Loans, Continue a LIBOR Loan or Convert portions of the Loan into a LIBOR Loan and
the Borrower shall, on the last day of each current Interest Period for each outstanding LIBOR
Loan, either repay such Loan or Convert such Loan into a Base Rate Loan.




	 	 	Section 4.3. Illegality.	 





Notwithstanding any other provision of this Agreement, if any Lender shall reasonably
determine (which determination shall be conclusive and binding) that it has become unlawful for
such Lender to honor its obligation to make or maintain a LIBOR Loan hereunder, then such Lender
shall promptly notify the Borrower thereof (with a copy to the Agent) and such Lender’s obligation
to make or Continue, or to Convert portions of the Loan of any other type into, a LIBOR Loan shall
be suspended until such time as such Lender may again make and maintain a LIBOR Loan (in which case
the provisions of Section 4.5. shall be applicable).




	 	 	Section 4.4. Compensation.	 





The Borrower shall pay to the Agent for the account of each Lender, upon the request of such
Lender through the Agent, such amount or amounts as shall be sufficient (in the reasonable opinion
of such Lender) to compensate it for any loss, cost or expense that such Lender reasonably
determines is attributable to:




(a) any payment or prepayment (whether mandatory or optional) of a LIBOR Loan, or
Conversion of a LIBOR Loan, made by such Lender for any reason (including, without
limitation, acceleration) on a date other than the last day of the Interest Period for such
Loan; or




(b) any failure by the Borrower for any reason (including, without limitation, the
failure of any of the applicable conditions precedent specified in Article V. to be
satisfied) to borrow a LIBOR Loan from such Lender on the requested date for such borrowing,
or to Convert a Base Rate Loan into a LIBOR Loan or Continue a LIBOR Loan on the requested
date of such Conversion or Continuation.



Upon the Borrower’s request, any Lender requesting compensation under this Section shall provide
the Borrower with a statement setting forth in reasonable detail the basis for requesting such
compensation and the method for determining the amount thereof. Absent manifest error,
determinations by any Lender in any such statement shall be conclusive, provided that such
determinations are made on a reasonable basis and in good faith.




	 	 	Section 4.5. Treatment of Affected Loan.	 





If the obligation of any Lender to make a LIBOR Loan or to Continue, or to Convert Base Rate
Loans into, a LIBOR Loan shall be suspended pursuant to Section 4.1.(b) or 4.3., then such Lender’s
LIBOR Loans shall be automatically Converted into Base Rate Loans on the last day(s) of the then
current Interest Period(s) for LIBOR Loans (or, in the case of a Conversion required by
Section 4.1.(b) or 4.3., on such earlier date as such Lender may specify to the Borrower with a
copy to the Agent) and, unless and until such Lender gives notice as provided below that the
circumstances specified in Section 4.1. or 4.3. that gave rise to such Conversion no longer exist:




(a) to the extent that such Lender’s LIBOR Loans have been so Converted, all payments
and prepayments of principal that would otherwise be applied to such Lender’s LIBOR Loans
shall be applied instead to its Base Rate Loans; and




(b) all portions of the Loan that would otherwise be made or Continued by such Lender
as a LIBOR Loan shall be made or Continued instead as Base Rate Loans, and all Base Rate
Loans of such Lender that would otherwise be Converted into LIBOR Loans shall remain as Base
Rate Loans.



If such Lender gives notice to the Borrower (with a copy to the Agent) that the circumstances
specified in Section 4.1. or 4.3. that gave rise to the Conversion of such Lender’s LIBOR Loan
pursuant to this Section no longer exist (which such Lender agrees to do promptly upon such
circumstances ceasing to exist) at a time when LIBOR Loans made by other Lenders are outstanding,
then such Lender’s Base Rate Loans shall be automatically Converted, on the first day(s) of the
next succeeding Interest Period(s) for such outstanding LIBOR Loans, to the extent necessary so
that, after giving effect thereto, all portions of the Loan held by the Lenders holding LIBOR Loans
and by such Lender are held pro rata (as to principal amounts, types and Interest Periods) in
accordance with their respective Commitments.




	 	 	Section 4.6. Change of Lending Office.	 





Each Lender agrees that it will use reasonable efforts to designate an alternate Lending
Office with respect to its portion of the Loan affected by the matters or circumstances described
in Section 3.9., 4.1. or 4.3. to reduce the liability of the Borrower or avoid the results provided
thereunder, so long as such designation is not disadvantageous to such Lender as determined by such
Lender in its sole discretion, except that such Lender shall have no obligation to designate a
Lending Office located in the United States of America.




	 	 	Section 4.7. Assumptions Concerning Funding of LIBOR Loans.	 





Calculation of all amounts payable to a Lender under this Article IV. shall be made as though
such Lender had actually funded LIBOR Loans through the purchase of deposits in the relevant
market bearing interest at the rate applicable to such LIBOR Loans in an amount equal to the amount
of the LIBOR Loans and having a maturity comparable to the relevant Interest Period; provided,
however, that each Lender may fund each of its LIBOR Loans in any manner it sees fit and the
foregoing assumption shall be used only for calculation of amounts payable under this Article IV.



Article V. Conditions Precedent





	 	 	Section 5.1. Initial Conditions Precedent.	 





The obligation of the Lender to effect or permit the occurrence of the first Credit Event
hereunder, is subject to the following conditions precedent:



(a) The Agent shall have received each of the following, in form and substance satisfactory to
the Agent:




(i) Counterparts of this Agreement executed by each of the parties hereto;




(ii) The Note executed by the Borrower, payable to the Lender and complying with the
applicable provisions of this Agreement;




(iii) The Guaranty executed by each Guarantor existing as of the Effective Date;




(iv) An opinion of counsel to the Borrower and those Guarantor to which, together with
the Borrower, at least 90.0% of Adjusted Asset Value is attributable, addressed to the Agent
and the Lenders, addressing the matters set forth in Exhibit “D.”




(v) A certificate of good standing or certificate of similar meaning with respect to
each such Loan Party issued as of a recent date by the Secretary of State of the state of
formation of each such Loan Party and certificates of qualification to transact business or
other comparable certificates issued by each Secretary of State (and any state department of
taxation, as applicable) of each state in which such Loan Party is required to be so
qualified and where the failure to be so qualified could reasonably be expected to have a
Material Adverse Effect;




(vi) A certificate signed by the Secretary or Assistant Secretary (or other individual
performing similar functions) of each such Loan Party and a certificate of incumbency
certifying that there have been no changes in the governing documents of such Loan Party
since July 22, 2005 with respect to each of the officers of such Loan Party authorized to
execute and deliver the Credit Documents to which such Loan Party is a party, and in the
case of the Borrower, and the officers of the Borrower then authorized to deliver Notices of
Continuation and Notices of Conversion;




(vii) The Fees then due and payable under Section 3.4, and any other Fees payable to
the Agent and the Lenders on or prior to the Effective Date;




(viii) A Compliance Certificate calculated as of March 31, 2006 (giving pro forma
effect to the financing contemplated by this Agreement and the use of the proceeds of the
Loan to be funded on the Closing Date);




(ix) Such other documents, agreements and instruments as the Agent on behalf of the
Lenders may reasonably request; and



(b) In the good faith judgment of the Agent and the Lenders:




(i) There shall not have occurred or become known to the Agent or any of the Lenders
any event, condition, situation or status that has had or could reasonably be expected to
result in a Material Adverse Effect;




(ii) No litigation, action, suit, investigation or other arbitral, administrative or
judicial proceeding shall be pending or threatened which could reasonably be expected to (1)
result in a Material Adverse Effect or (2) restrain or enjoin, impose materially burdensome
conditions on, or otherwise materially and adversely affect the ability of the Borrower or
any other Loan Party to fulfill its obligations under the Credit Documents to which it is a
party;




(iii) The Borrower and its Subsidiaries shall have received all approvals, consents and
waivers, and shall have made or given all necessary filings and notices, as shall be
required to consummate the transactions contemplated hereby without the occurrence of any
default under, conflict with or violation of (1) any Applicable Law or (2) any agreement,
document or instrument to which the Borrower or any other Loan Party is a party or by which
any of them or their respective properties is bound, except for such approvals, consents,
waivers, filings and notices the receipt, making or giving of which would not reasonably be
likely to (A) have a Material Adverse Effect, or (B) restrain or enjoin, impose materially
burdensome conditions on, or otherwise materially and adversely affect the ability of the
Borrower or any other Loan Party to fulfill its obligations under the Credit Documents to
which it is a party; and




(iv) There shall not have occurred or exist any other material disruption of financial
or capital markets that could reasonably be expected to materially and adversely affect the
transactions contemplated by the Credit Documents.




	 	 	Section 5.2. Conditions Precedent to the Loan.	 





The obligations of the Lenders to make the Loan is subject to the further condition precedent
that: (a) no Default or Event of Default shall exist as of the date of the making the Loan or would
exist immediately after giving effect thereto; and (b) the representations and warranties made or
deemed made by the Borrower and each other Loan Party in the Credit Documents to which any of them
is a party, shall be true and correct in all material respects on and as of the date of the making
of the Loan with the same force and effect as if made on and as of such date except to the extent
that such representations and warranties expressly relate solely to an earlier date (in which case
such representations and warranties shall have been true and correct on and as of such earlier
date) and except for changes in factual circumstances not prohibited under the Credit Documents.
Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the
preceding sentence (both as of the date of the giving of notice relating to such Credit Event and,
unless the Borrower otherwise notifies the Agent prior to the date of such Credit Event, as of the
date of the occurrence of such Credit Event). In addition, if such Credit Event is the making of
the Loan, the Borrower shall be deemed to have represented to the Agent and the Lenders at the time
such Loan is made that all conditions to the occurrence of such Credit Event contained in this
Article V. have been satisfied.



Article VI. Representations and Warranties





	 	 	Section 6.1. Representations and Warranties.	 





In order to induce the Agent and each Lender to enter into this Agreement and to make the Loan
evidenced by the Note, the Borrower represents and warrants to the Agent and each Lender as
follows:



(a) Organization; Power; Qualification. Each of the Borrower, its Subsidiaries and
the other Loan Parties is a corporation, partnership or other legal entity, duly organized or
formed, validly existing and in good standing under the jurisdiction of its incorporation or
formation, has the power and authority to own or lease its respective properties and to carry on
its respective business as now being and hereafter proposed to be conducted and is duly qualified
and is in good standing as a foreign corporation, partnership or other legal entity, and authorized
to do business, in each jurisdiction in which the character of its properties or the nature of its
business requires such qualification or authorization and where the failure to be so qualified or
authorized could reasonably be expected to have, in each instance, a Material Adverse Effect.



(b) Ownership Structure. As of the Agreement Date, Part I of Schedule 6.1.(b) is a
complete and correct list of all Subsidiaries of the Borrower setting forth for each such
Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding any
Equity Interests in such Subsidiary, (iii) the nature of the Equity Interests held by each such
Person, (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests,
(v) whether such Subsidiary is a Material Subsidiary, Significant Subsidiary and/or an Excluded
Subsidiary and (vi) whether such Subsidiary is one of the Guarantors designated by the Borrower to
meet the requirements of the second sentence of Section 7.12.(b). Except as disclosed in such
Schedule, as of the Agreement Date (i) each of the Borrower and its Subsidiaries owns, free and
clear of all Liens (other than Permitted Liens), and has the unencumbered right to vote, all
outstanding Equity Interests in each Person shown to be held by it on such Schedule, (ii) all of
the issued and outstanding capital stock of each such Person organized as a corporation is 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 shares of capital stock of any class, or
partnership or other ownership interests of any type in, any such Person. As of the date hereof,
Part II of Schedule 6.1.(b) correctly sets forth all Unconsolidated Affiliates of the Borrower,
including the correct legal name of such Person, the type of legal entity which each such Person
is, and all Equity Interests in such Person held directly or indirectly by the Borrower.



(c) Authorization of Agreement, Etc. The Borrower has the right and power, and has
taken all necessary action to authorize it, to borrow and obtain other extensions of credit
hereunder. The Borrower and each other Loan Party has the right and power, and has taken all
necessary action to authorize it, to execute, deliver and perform each of the Credit Documents to
which it is a party in accordance with their respective terms and to consummate the transactions
contemplated hereby and thereby. The Credit Documents to which the Borrower or any other Loan
Party is a party have been duly executed and delivered by the duly authorized officers of such
Person and each is a legal, valid and binding obligation of such Person enforceable against such
Person in accordance with its respective terms except as the same may be limited by bankruptcy,
insolvency, and other similar laws affecting the rights of creditors generally and the availability
of equitable remedies for the enforcement of certain obligations (other than the payment of
principal) contained herein or therein and as may be limited by equitable principles generally.



(d) Compliance of Credit Documents with Laws, Etc. The execution, delivery and
performance of this Agreement, the Notes and the other Credit Documents to which the Borrower or
any other Loan Party is a party in accordance with their respective terms and the borrowings and
other extensions of credit hereunder do not and will not, by the passage of time, the giving of
notice, or both: (i) require any Governmental Approval or violate any Applicable Law (including
all Environmental Laws) relating to the Borrower or any other Loan Party; (ii) conflict with,
result in a breach of or constitute a default under the organizational documents of the Borrower or
any other Loan Party, or any indenture, agreement or other instrument to which the Borrower or any
other Loan Party is a party or by which it or any of its respective properties may be bound; or
(iii) result in or require the creation or imposition of any Lien upon or with respect to any
property now owned or hereafter acquired by the Borrower or any other Loan Party.



(e) Compliance with Law; Governmental Approvals. Each of the Borrower, each
Subsidiary and each other Loan Party is in compliance with each Governmental Approval applicable to
it and in compliance with all other Applicable Laws (including without limitation, Environmental
Laws) relating to the Borrower, a Subsidiary or such other Loan Party except for noncompliances
which, and Governmental Approvals the failure to possess which, could not, individually or in the
aggregate, reasonably be expected to cause a Default or Event of Default or have a Material Adverse
Effect.



(f) Title to Properties; Liens. Each of the Borrower and its Subsidiaries (i) has
good and marketable title to all real property owned by it, (ii) holds interests as lessee under
valid leases in full force and effect with respect to all material leased real and personal
property used in connection with its business, and (iii) has good title to all of its other
properties and assets reflected in the most recent financial statements referred to in the
immediately following subsection (k) (except as sold or otherwise disposed of since the date
thereof in the ordinary course of business), in each case under the immediately preceding
clauses (i), (ii) and (iii) free and clear of all Liens other than Permitted Liens.



(g) Existing Indebtedness. Schedule 6.1.(g) is, as of the Agreement Date, a complete
and correct listing of all Indebtedness of the Borrower and its Subsidiaries, including without
limitation, Guarantees of the Borrower and its Subsidiaries, and indicating whether such
Indebtedness is Secured Indebtedness or Unsecured Indebtedness.



(h) Litigation. Except as set forth on Schedule 6.1.(h), there are no actions, suits,
investigations or proceedings pending (nor, to the knowledge of the Borrower, are there any
actions, suits or proceedings threatened) against or in any other way relating adversely to or
affecting the Borrower, any Subsidiary or any other Loan Party or any of its respective property in
any court or before any arbitrator of any kind or before or by any other Governmental Authority
which could reasonably be expected to have a Material Adverse Effect. There are no strikes, slow
downs, work stoppages or walkouts or other labor disputes in progress or threatened relating to the
Borrower, any Subsidiary or any other Loan Party which could reasonably be expected to have a
Material Adverse Effect.



(i) Taxes. All federal, state and other tax returns of the Borrower, any Subsidiary
or any other Loan Party required by Applicable Law to be filed have been duly filed, and all
federal, state and other taxes, assessments and other governmental charges or levies upon the
Borrower, any Subsidiary and each other Loan Party and its respective properties, income, profits
and assets which are due and payable have been paid, except any such nonpayment which is at the
time permitted under Section 7.6. Except as set forth on Schedule 6.1.(j), as of the Agreement
Date, none of the United States income tax returns of the Borrower, its Subsidiaries or any other
Loan Party is under audit. All charges, accruals and reserves on the books of the Borrower and
each of its Subsidiaries and each other Loan Party in respect of any taxes or other governmental
charges are in accordance with GAAP.



(j) Financial Statements. The Borrower has furnished to each Lender copies of (i) the
audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries for the fiscal
year ending December 31, 2005, and the related audited consolidated statements of operations, cash
flows and shareholders’ equity for the fiscal year ending on such dates, with the opinion thereon
of KPMG LLP, and (ii) the unaudited consolidated balance sheet of the Borrower and its consolidated
Subsidiaries for the fiscal quarter ending March 31, 2006, and the related unaudited consolidated
statements of operations, cash flows and shareholders’ equity of the Borrower and its consolidated
Subsidiaries for the fiscal quarter ending on such date. Such financial statements (including in
each case related schedules and notes) present fairly, in all material respects and in accordance
with GAAP consistently applied throughout the periods involved, the consolidated financial position
of the Borrower and its consolidated Subsidiaries as at their respective dates and the results of
operations and the cash flow for such periods (subject, as to interim statements, to changes
resulting from normal year-end audit adjustments). Neither the Borrower nor any of its
Subsidiaries has on the Agreement Date any material contingent liabilities, liabilities,
liabilities for taxes, unusual or long-term commitments or unrealized or forward anticipated losses
from any unfavorable commitments that would be required to be set forth in its financial statements
or in the notes thereto, except as referred to or reflected or provided for in said financial
statements.



(k) No Material Adverse Change. Since December 31, 2005, there has been no material
adverse change in the business, assets, liabilities, condition (financial or otherwise), results of
operations or performance of the Borrower and its Subsidiaries taken as a whole. Each of the
Borrower, its Subsidiaries and the other Loan Parties is Solvent.



(l) ERISA. Each member of the ERISA Group is in compliance with its obligations under
the minimum funding standards of ERISA and the Internal Revenue Code with respect to each Plan and
is in compliance with the presently applicable provisions of ERISA and the Internal Revenue Code
with respect to each Plan, except in each case for noncompliances which could not reasonably be
expected to have a Material Adverse Effect. As of the Agreement Date, no member of the ERISA Group
has (i) sought a waiver of the minimum funding standard under Section 412 of the Internal Revenue
Code in respect of any Plan, (ii) failed to make any contribution or payment to any Plan or
Multiemployer Plan or in respect of any Benefit Arrangement, or made any amendment to any Plan or
Benefit Arrangement, which has resulted or could result in the imposition of a Lien or the posting
of a bond or other security under ERISA or the Internal Revenue Code or (iii) incurred any
liability under Title IV of ERISA other than a liability to the PBGC for premiums under Section
4007 of ERISA.



(m) Not Plan Assets; No Prohibited Transaction. None of the assets of the Borrower,
any Subsidiary or any other Loan Party constitute “plan assets” within the meaning of ERISA, the
Internal Revenue Code and the respective regulations promulgated thereunder. The execution,
delivery and performance of this Agreement and the other Credit Documents, and the borrowing and
repayment of amounts hereunder, do not and will not constitute “prohibited transactions” under
ERISA or the Internal Revenue Code.



(n) Absence of Defaults. Neither the Borrower, any Subsidiary nor any other Loan
Party is in default under any material provision of its articles of incorporation, bylaws,
partnership agreement or other similar organizational documents. No event has occurred, which has
not been remedied, cured or waived, which, in any such case: (i) constitutes a Default or an Event
of Default; or (ii) constitutes, or which with the passage of time, the giving of notice, or both,
would constitute, a default or event of default by the Borrower, any Subsidiary or any other Loan
Party under any agreement (other than this Agreement) or judgment, decree or order to which the
Borrower or any Subsidiary or other Loan Party is a party or by which the Borrower or any
Subsidiary or other Loan Party or any of their respective properties may be bound where such
default or event of default could, individually or in the aggregate, reasonably be expected to have
a Material Adverse Effect.



(o) Environmental Laws. Each of the Borrower, its Subsidiaries and the other Loan
Parties has obtained all Governmental Approvals which are required under Environmental Laws and is
in compliance with all terms and conditions of such Governmental Approvals which the failure to
obtain or to comply with could reasonably be expected to have a Material Adverse Effect. Except
for any of the following matters that could not be reasonably expected to have a Material Adverse
Effect, taking into account all available insurance coverage and indemnification rights, (i) the
Borrower is not aware of, and has not received notice of, any past, present, or future events,
conditions, circumstances, activities, practices, incidents, actions, or plans which, with respect
to the Borrower, its Subsidiaries and each other Loan Party, may interfere with or prevent
compliance or continued compliance with Environmental Laws, or may give rise to any common-law or
legal liability, or otherwise form the basis of any claim, action, demand, suit, proceeding,
hearing, study, or investigation, based on or related to the manufacture, processing, distribution,
use, treatment, storage, disposal, transport, or handling or the emission, discharge, release or
threatened release into the environment, of any Hazardous Material; and (ii) there is no civil,
criminal, or administrative action, suit, demand, claim, hearing, notice, or demand letter, notice
of violation, investigation, or proceeding pending or, to the Borrower’s knowledge after due
inquiry, threatened, against the Borrower, its Subsidiaries and each other Loan Party relating in
any way to Environmental Laws.



(p) Investment Company; Public Utility Holding Company. Neither the Borrower nor any
Subsidiary nor any other Loan Party is (i) an “investment company” or a company “controlled” by an
“investment company” within the meaning of the Investment Company Act of 1940, as amended, (ii) a
“holding company” or a “subsidiary company” of a “holding company”, or an “affiliate” of a “holding
company” or of a “subsidiary company” of a “holding company”, within the meaning of the Public
Utility Holding Company Act of 1935, as amended, or (iii) subject to any other Applicable Law which
purports to regulate or restrict its ability to borrow money or to consummate the transactions
contemplated by this Agreement or to perform its obligations under any Credit Document to which it
is a party.



(q) Margin Stock. Neither the Borrower, any Subsidiary nor any other Loan Party is
engaged principally, or as one of its important activities, in the business of extending credit for
the purpose, whether immediate, incidental or ultimate, of buying or carrying Margin Stock.



(r) Affiliate Transactions. Except as permitted herein, neither the Borrower, any
Subsidiary nor any other Loan Party is a party to any transaction with an Affiliate.



(s) Intellectual Property. Each of the Borrower, each other Loan Party and each other
Subsidiary owns or has the right to use, under valid license agreements or otherwise, all material
patents, licenses, franchises, trademarks, trademark rights, service marks, service mark rights,
trade names, trade name rights, trade secrets and copyrights (collectively, “Intellectual
Property”) necessary to the conduct of its businesses as now conducted, without known conflict with
any patent, license, franchise, trademark, trademark right, service mark, service mark right, trade
secret, trade name, copyright or other proprietary right of any other Person. The Borrower, each
other Loan Party and each other Subsidiary have taken all such steps as they deem reasonably
necessary to protect their respective rights under and with respect to such Intellectual Property.
No claim has been asserted by any Person with respect to the use of any such Intellectual Property
by the Borrower, any other Loan Party or any other Subsidiary, or challenging or questioning the
validity or effectiveness of any such Intellectual Property which could reasonably be expected to
have a Material Adverse Effect. The use of such Intellectual Property by the Borrower, its
Subsidiaries and the other Loan Parties, does not infringe on the rights of any Person, subject to
such claims and infringements as do not, in the aggregate, give rise to any liabilities on the part
of the Borrower, any other Loan Party or any other Subsidiary that could reasonably be expected to
have a Material Adverse Effect.



(t) Business. As of the Agreement Date, the Borrower and its Subsidiaries are engaged
in the business of town and resort development, commercial and industrial development, land sales,
commercial real estate services and forestry, together with other business activities incidental
thereto.



(u) Broker’s Fees. No broker’s or finder’s fee, commission or similar compensation
will be payable with respect to the transactions contemplated hereby. 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.



(v) Accuracy and Completeness of Information. No written information, report or other
papers or data (excluding financial projections and other forward looking statements) furnished to
the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any Subsidiary or
any other Loan Party in connection with, pursuant to or relating in any way to this Agreement,
contained any untrue statement of a fact material to the creditworthiness of the Borrower, any
Subsidiary or any other Loan Party or omitted to state a material fact necessary in order to make
such statements contained therein, in light of the circumstances under which they were made, not
misleading. All financial statements (including in each case all related schedules and notes)
furnished to the Agent or any Lender by, on behalf of, or at the direction of, the Borrower, any
Subsidiary or any other Loan Party in connection with, pursuant to or relating in any way to this
Agreement, present fairly, in all material respects and in accordance with GAAP consistently
applied throughout the periods involved, the financial position of the Persons involved as at the
date thereof and the results of operations for such periods (subject, as to interim statements, to
changes resulting from normal year-end audit adjustments). All financial projections and other
forward looking statements prepared by or on behalf of the Borrower, any Subsidiary or any other
Loan Party that have been or may hereafter be made available to the Agent or any Lender were or
will be prepared in good faith based on reasonable assumptions. As of the Effective Date, no fact
is known to the Borrower which has had, or in the future is reasonably likely to have (so far as
the Borrower can reasonably foresee), a Material Adverse Effect which has not been set forth in the
financial statements referred to in Section 6.1.(k) or in such information, reports or other papers
or data or otherwise disclosed in writing to the Agent and the Lenders.



(w) Foreign Assets Control. None of the Borrower, any Subsidiary or any Affiliate of
the Borrower: (i) is a Sanctioned Person, (ii) has any of its assets in Sanctioned Entities, or
(iii) derives any of its operating income from investments in, or transactions with, Sanctioned
Persons or Sanctioned Entities.




	 	 	Section 6.2. Survival of Representations and Warranties, Etc.	 





All statements contained in any certificate, financial statement or other instrument delivered
by or on behalf of the Borrower, any Subsidiary or any other Loan Party to the Agent or any Lender
pursuant to or in connection with this Agreement or any of the other Credit Documents (including,
but not limited to, any such statement made in or in connection with any amendment hereto or
thereto or any statement contained in any certificate, financial statement or other instrument
delivered by or on behalf of the Borrower prior to the Agreement Date and delivered to the Agent or
any Lender in connection with the underwriting or closing of the transactions contemplated hereby)
shall constitute representations and warranties made by the Borrower in favor of the Agent or any
of the Lenders under this Agreement. All representations and warranties made under this Agreement
and the other Credit Documents shall be deemed to be made at and as of the Agreement Date, the
Effective Date, the date on which any extension of the Termination Date is effectuated pursuant to
Section 2.7. and the date of the occurrence of any Credit Event, except to the extent that such
representations and warranties expressly relate solely to an earlier date (in which case such
representations and warranties shall have been true and correct in all material respects on and as
of such earlier date) and except for changes in factual circumstances not prohibited under the
Credit Documents. All such representations and warranties shall survive the effectiveness of this
Agreement, the execution and delivery of the Credit Documents and the making of the Loan.



Article VII. Affirmative Covenants




For so long as this Agreement is in effect, unless the Requisite Lenders (or, if required
pursuant to Section 12.6., all of the Lenders) shall otherwise consent in the manner provided for
in Section 12.6., the Borrower shall comply with the following covenants:




	 	 	Section 7.1. Preservation of Existence and Similar Matters.	 





Except as otherwise permitted under Section 9.7., the Borrower shall, and shall cause each
Subsidiary and each other Loan Party to, preserve and maintain its respective existence, rights,
franchises, licenses and privileges in the jurisdiction of its incorporation or formation and
qualify and remain qualified and authorized to do business in each jurisdiction in which the
character of its properties or the nature of its business requires such qualification and
authorization and where the failure to be so authorized and qualified could reasonably be expected
to have a Material Adverse Effect.




	 	 	Section 7.2. Compliance with Applicable Law and Material Contracts.	 





The Borrower shall, and shall cause each Subsidiary and each other Loan Party to, comply with
(a) all Applicable Laws, including the obtaining of all Governmental Approvals, the failure with
which to comply could reasonably be expected to have a Material Adverse Effect, and (b) all terms
and conditions of all Material Contracts to which it is a party which if not complied with would
give any other party to such Material Contract the right to terminate such Material Contract.




	 	 	Section 7.3. Maintenance of Property.	 





In addition to the requirements of any of the other Credit Documents, the Borrower shall, and
shall cause each Subsidiary and other Loan Party to, (a) protect and preserve all of its respective
material properties, including, but not limited to, all Intellectual Property, and maintain in good
repair, working order and condition all tangible properties, ordinary wear and tear excepted, and
(b)  make or cause to be made all needed and appropriate repairs, renewals, replacements and
additions to such properties, so that the business carried on in connection therewith may be
properly and advantageously conducted at all times.




	 	 	Section 7.4. Conduct of Business.	 





The Borrower shall, and shall cause its Subsidiaries and the other Loan Parties to, carry on,
their respective businesses as described in Section 6.1.(t).




	 	 	Section 7.5. Insurance.	 





In addition to the requirements of any of the other Credit Documents, the Borrower shall, and
shall cause each Subsidiary and other Loan Party to, maintain insurance (on a replacement cost
basis) with financially sound and reputable insurance companies against such risks and in such
amounts as is customarily maintained by Persons engaged in similar businesses or as may be required
by Applicable Law, and from time to time deliver to the Agent upon its request a detailed list,
together with copies of all policies of the insurance then in effect, stating the names of the
insurance companies, the amounts and rates of the insurance, the dates of the expiration thereof
and the properties and risks covered thereby.




	 	 	Section 7.6. Payment of Taxes and Claims.	 





The Borrower shall, and shall cause each Subsidiary and other Loan Party to, pay and discharge
when due (a) all taxes, assessments and governmental charges or levies imposed upon it or upon its
income or profits or upon any properties belonging to it, and (b) all lawful claims of materialmen,
mechanics, carriers, warehousemen and landlords for labor, materials, supplies and rentals which,
if unpaid, could reasonably be expected to become a Lien on any properties of such Person;
provided, however, that this Section shall not require the payment or discharge of any such tax,
assessment, charge, levy or claim which is being contested in good faith by appropriate proceedings
which operate to suspend the collection thereof and for which adequate reserves have been
established on the books of the Borrower, such Subsidiary or such other Loan Party, as applicable,
in accordance with GAAP.




	 	 	Section 7.7. Visits and Inspections.	 





The Borrower shall, and shall cause each Subsidiary and other Loan Party to, permit
representatives or agents of any Lender or the Agent, from time to time after reasonable prior
notice if no Event of Default shall be in existence, as often as may be reasonably requested, but
only during normal business hours and at the expense of such Lender or the Agent (unless a Default
or Event of Default shall exist, in which case the exercise by the Agent or such Lender of its
rights under this Section shall be at the expense of the Borrower), as the case may be, to:
(a) visit and inspect all properties of the Borrower or such Subsidiary or other Loan Party to the
extent any such right to visit or inspect is within the control of such Person; (b) inspect and
make extracts from their respective books and records, including but not limited to management
letters prepared by independent accountants; and (c) discuss with its officers and employees, and
with the participation of the Borrower, its independent accountants, its business, properties,
condition (financial or otherwise), results of operations and performance. If requested by the
Agent at any time, the Borrower shall execute an authorization letter addressed to its accountants
authorizing the Agent or any Lender to discuss the financial affairs of the Borrower and any
Subsidiary or any other Loan Party with its accountants if an Event of Default exists.




	 	 	Section 7.8. Use of Proceeds.	 





The Borrower shall use the proceeds of the Loan to retire and payoff certain private placement
debt issues of the Borrower.




	 	 	Section 7.9. Environmental Matters.	 





The Borrower shall, and shall cause all of its Subsidiaries and the other Loan Parties to,
comply with all Environmental Laws the failure with which to comply could reasonably be expected to
have a Material Adverse Effect. If the Borrower, any Subsidiary or any other Loan Party shall
(a) receive notice that any violation of any Environmental Law may have been committed or is about
to be committed by such Person, (b) receive notice that any administrative or judicial complaint or
order has been filed or is about to be filed against the Borrower, any Subsidiary or any other Loan
Party alleging violations of any Environmental Law or requiring the Borrower, any Subsidiary or any
other Loan Party to take any action in connection with the release of Hazardous Materials or
(c) receive any notice from a Governmental Authority or private party alleging that the Borrower,
any Subsidiary or any other Loan Party may be liable or responsible for costs associated with a
response to or cleanup of a release of Hazardous Materials or any damages caused thereby, and the
matters referred to in such notices, individually or in the aggregate, could reasonably be expected
to have a Material Adverse Effect, the Borrower shall provide the Agent with a copy of such notice
promptly, and in any event within 10 Business Days, after the receipt thereof by the Borrower, any
Subsidiary or any other Loan Party. The Borrower shall, and shall cause its Subsidiaries and the
other Loan Parties to, take promptly all actions reasonably necessary to prevent the imposition of
any Liens on any of their respective properties arising out of or related to any Environmental
Laws.




	 	 	Section 7.10. Books and Records.	 





The Borrower shall, and shall cause each of its Subsidiaries and the other Loan Parties to,
maintain books and records pertaining to its respective business operations in such detail, form
and scope as is consistent with good business practice and in accordance with GAAP.




	 	 	Section 7.11. Further Assurances.





The Borrower shall, at the Borrower’s cost and expense and upon request of the Agent, execute
and deliver or cause to be executed and delivered, to the Agent such further instruments, documents
and certificates, and do and cause to be done such further acts that may be reasonably necessary or
advisable in the reasonable opinion of the Agent to carry out more effectively the provisions and
purposes of this Agreement and the other Credit Documents.




	 	 	Section 7.12. New Subsidiaries/Guarantors.	 





(a) Requirement to Become Guarantor. Within 10 days of any Person (other than an
Excluded Subsidiary) becoming a Material Subsidiary after the Effective Date, the Borrower shall
deliver to the Agent each of the following items, each in form and substance satisfactory to the
Agent: (i) an Accession Agreement executed by such Material Subsidiary and (ii) the items that
would have been delivered under Sections 5.1.(a)(v) through (vii) and (ix) if such Material
Subsidiary had been one on the Effective Date; provided, however, promptly (and in any event within
10 days) upon any Excluded Subsidiary ceasing to be subject to the restriction which prevented it
from becoming a Guarantor on the Effective Date or delivering an Accession Agreement pursuant to
this Section, as the case may be, such Subsidiary shall comply with the provisions of this Section.
Upon a Lender’s written request, the Agent shall send to such Lender copies of each of the
foregoing items once the Agent has received all such items with respect to a Material Subsidiary.



(b) Other Guarantors. The Borrower may, at its option, cause any Subsidiary that is
not already a Guarantor to become a Guarantor by delivering to the Agent an Accession Agreement
executed by such Subsidiary and the other items required to be delivered under the immediately
preceding subsection (a). The Borrower shall cause Subsidiaries that are not already Guarantors to
become Guarantors in accordance with the immediately preceding sentence in order to ensure that at
all times the amount of Adjusted Asset Value attributable to assets directly owned by the Borrower
and the Guarantors equals or exceeds 90.0% of Adjusted Asset Value.



(c) Release of a Guarantor. The Borrower may request in writing that the Agent
release, and upon receipt of such request the Agent shall release, a Guarantor from the Guaranty so
long as: (i) such Guarantor (x) qualifies, or will qualify simultaneously with its release from the
Guaranty, as an Excluded Subsidiary or (y) has ceased to be, or simultaneously with its release
from the Guaranty will cease to be, a Material Subsidiary; (ii) such Guarantor is not otherwise
required to be a party to the Guaranty under the immediately preceding subsections (a) or (b);
(iii) no Default or Event of Default shall then be in existence or would occur as a result of such
release, including without limitation, a Default or Event of Default resulting from a violation of
any of the covenants contained in Section 9.1.; and (iv) the Agent shall have received such written
request at least 10 Business Days prior to the requested date of release. Delivery by the Borrower
to the Agent of any such request shall constitute a representation by the Borrower that the matters
set forth in the preceding sentence (both as of the date of the giving of such request and as of
the date of the effectiveness of such request) are true and correct with respect to such request.




	 	 	Section 7.13. Exchange Listing.	 





The Borrower shall maintain at least one class of common shares of the Borrower having trading
privileges on the New York Stock Exchange or the American Stock Exchange or which is the subject of
price quotations in the over-the-counter market as reported by the National Association of
Securities Dealers Automated Quotation System.



Article VIII. Information




For so long as this Agreement is in effect, unless the Requisite Lenders (or, if required
pursuant to Section 12.6., all of the Lenders) shall otherwise consent in the manner set forth in
Section 12.6., the Borrower shall furnish to each Lender (or to the Agent if so provided below) at
its Lending Office:




	 	 	Section 8.1. Quarterly Financial Statements.	 





As soon as available and in any event within 5 days after the same is required to be filed
with the Securities and Exchange Commission (but in no event later than 45 days after the end of
each of the first, second and third fiscal quarters of the Borrower), the unaudited consolidated
balance sheet of the Borrower and its Subsidiaries as at the end of such period and the related
unaudited consolidated statements of income, shareholders’ equity and cash flows of the Borrower
and its Subsidiaries for such period, setting forth in each case in comparative form the figures as
of the end of and for the corresponding periods of the previous fiscal year, all of which shall be
certified by the chief executive officer or chief financial officer of the Borrower, in his or her
opinion, to present fairly, in accordance with GAAP and in all material respects, the consolidated
financial position of the Borrower and its Subsidiaries as at the date thereof and the results of
operations for such period (subject to normal year-end audit adjustments).




	 	 	Section 8.2. Year-End Statements.	 





As soon as available and in any event within 5 days after the same is required to be filed
with the Securities and Exchange Commission (but in no event later than 90 days after the end of
each fiscal year of the Borrower), the audited consolidated balance sheet of the Borrower and its
Subsidiaries as at the end of such fiscal year and the related audited consolidated statements of
income, shareholders’ equity and cash flows of the Borrower and its Subsidiaries for such fiscal
year, setting forth in comparative form the figures as at the end of and for the previous fiscal
year, all of which shall be (a) certified by the chief executive officer or chief financial officer
of the Borrower, in his or her opinion, to present fairly, in accordance with GAAP and in all
material respects, the consolidated financial position of the Borrower and its Subsidiaries as at
the date thereof and the results of operations for such period and (b) accompanied by the report
thereon of independent certified public accountants of recognized national standing acceptable to
the Agent, whose certificate shall be unqualified.




	 	 	Section 8.3. Compliance Certificate.	 





At the time financial statements are furnished pursuant to Sections 8.1. and 8.2., and within
5 Business Days of the Agent’s request with respect to any other fiscal period, a certificate
substantially in the form of Exhibit “E” (a “Compliance Certificate”) executed by the chief
financial officer or other Financial Officer of the Borrower: (a) setting forth in reasonable
detail as at the end of such quarterly accounting period, fiscal year, or other fiscal period, as
the case may be, the calculations required to establish whether or not the Borrower was in
compliance with the covenants contained in Sections 9.1., 9.2. and 9.4. and (b) stating that, to
the best of his or her knowledge, information and belief after due inquiry, no Default or Event of
Default exists, or, if such is not the case, specifying such Default or Event of Default and its
nature, when it occurred, whether it is continuing and the steps being taken by the Borrower with
respect to such event, condition or failure. The Compliance Certificate calculated as of June 30,
2006 shall give pro forma effect to the financing contemplated by this Agreement and the use of the
proceeds of the Loan funded on the Closing Date. Together with the delivery of each Compliance
Certificate, the Borrower shall deliver a report, in form and detail reasonably satisfactory to the
Agent, setting forth (x) a statement of operations and statement of sources and uses, (y) a list of
all registration statements, reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and all
other periodic reports which the Borrower, any Subsidiary or any other Loan Party filed with the
Securities and Exchange Commission (or any Governmental Authority substituted therefor) or any
national securities exchange during the immediately preceding fiscal quarter and (z) a list of all
Properties acquired by the Borrower, its Subsidiaries, and its Unconsolidated Affiliates since the
date of the delivery of the previous Compliance Certificate, such list to identify such Property’s
name, location, year built or acquired, anchor tenants, amount of related mortgage Indebtedness, if
any, and the maturity of such mortgage Indebtedness, and the Net Operating Income for such
Property.




	 	 	Section 8.4. Other Information.	 





(a) Management Reports. Promptly upon receipt thereof, copies of all management
reports, if any, submitted to the Borrower or its Board of Directors by its independent public
accountants;



(b) Shareholder Information. Promptly upon the mailing thereof to the shareholders of
the Borrower generally, copies of all financial statements, reports and proxy statements so mailed
and promptly upon the issuance thereof copies of all press releases issued by the Borrower, any
Subsidiary or any other Loan Party (but only to the extent that such financial statements, reports,
proxy statements and press releases are not publicly available to the Agent and the Lenders);



(c) ERISA. If and when any member of the ERISA 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
or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a
copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to
terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or
appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the
minimum funding standard under Section 412 of the Internal Revenue Code, a copy of such
application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a
copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from
any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any
payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement
or makes any amendment to any Plan or Benefit Arrangement, and of which has resulted or could
reasonably be expected to result in the imposition of a Lien or the posting of a bond or other
security, a certificate of the chief executive officer or chief financial officer of the Borrower
setting forth details as to such occurrence and the action, if any, which the Borrower or
applicable member of the ERISA Group is required or proposes to take;



(d) Litigation. To the extent a Responsible Officer of the Borrower is aware of the
same, prompt notice of the commencement of any proceeding or investigation by or before any
Governmental Authority and any action or proceeding in any court or other tribunal or before any
arbitrator against or in any other way relating adversely to, or adversely affecting, the Borrower
or any Subsidiary or any of their respective properties, assets or businesses which could
reasonably be expected to have a Material Adverse Effect, and prompt notice of the receipt of
notice that any United States income tax returns of the Borrower or any of its Subsidiaries are
being audited;



(e) Change of Management or Financial Condition. Prompt notice of any change in the
individuals comprising the Responsible Officers of the Borrower, any Material Subsidiary or any
other Loan Party and any change in the business, assets, liabilities, condition (financial or
otherwise), results of operations or performance of the Borrower, any Subsidiary or any other Loan
Party which has had or could reasonably be expected to have a Material Adverse Effect;



(f) Default. Notice of the occurrence of any of the following promptly upon a
Responsible Officer of the Borrower obtaining knowledge thereof: (i) any Default or Event of
Default or (ii) any event which constitutes or which with the passage of time, the giving of
notice, or otherwise, would constitute a default or event of default by the Borrower, any
Subsidiary or any other Loan Party under any Material Contract to which any such Person is a party
or by which any such Person or any of its respective properties may be bound;



(g) Judgments. Prompt notice of any order, judgment or decree in excess of
$10,000,000 having been entered against the Borrower, any Subsidiary or any other Loan Party or any
of their respective properties or assets;



(h) Notice of Violations of Law. Prompt notice if the Borrower, any Subsidiary or any
other Loan Party shall receive any notification from any Governmental Authority alleging a
violation of any Applicable Law or any inquiry which, in either case, could reasonably be expected
to have a Material Adverse Effect;



(i) Diminution of Total Asset Value. Prompt notice if 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) Patriot Act Information. From time to time and promptly upon each request,
information identifying the Borrower as a Lender may request in order to comply with the USA
Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)); and



(k) Material Contracts. Promptly upon entering into any Material Contract after the
Agreement Date, a copy to the Agent of such Material Contract to the extent not publicly available;



(l) Projections. Within 45 days after the end of a fiscal year, pro forma financial
information regarding the Borrower and its Subsidiaries for the next fiscal year, including without
limitation, projected covenant compliance for each quarter in such fiscal year, EBITDA, sources and
uses, capital expenditures, projected Net Operating Income for each Property, and other income and
expenses; and



(m) Other Information. From time to time and promptly upon each request, such data,
certificates, reports, statements, documents or further information regarding the business, assets,
liabilities, financial condition, results of operations or business prospects of the Borrower or
any of its Subsidiaries as the Agent or any Lender may reasonably request.



Article IX. Negative Covenants




For so long as this Agreement is in effect, unless the Requisite Lenders (or, if required
pursuant to Section 12.6., all of the Lenders) shall otherwise consent in the manner set forth in
Section 12.6., the Borrower shall comply with the following covenants:




	 	 	Section 9.1. Financial Covenants.	 





The Borrower shall not permit:



(a) Maximum Leverage Ratio. The ratio of (i) Total Indebtedness to (ii) Total Asset
Value, to exceed 0.50 to 1.00 at any time.



(b) Minimum Fixed Charge Coverage Ratio. The ratio of (i) Adjusted EBITDA for the
period of two consecutive fiscal quarters of the Borrower most recently ending to (ii) Fixed
Charges for such period, to be less than 2.50 to 1.00 at any time.



(c) Maximum Secured Indebtedness Ratio. The ratio of (i) Secured Indebtedness of the
Borrower and its Subsidiaries determined on a consolidated basis to (ii) Total Asset Value, to
exceed 0.30 to 1.00 at any time.



(d) Minimum Unencumbered Leverage Ratio. The ratio of (i) Unencumbered Asset Value to
(ii) Unsecured Indebtedness of the Borrower and its Subsidiaries determined on a consolidated
basis, to be less than 1.80 to 1.00 at any time.



(e) Minimum Net Worth. Tangible Net Worth at any time to be less than $1,000,000,000.




	 	 	Section 9.2. Restricted Payments.	 





The Borrower shall not, and shall not permit any of its Subsidiaries to, declare or make any
Restricted Payment; provided, however, that the Borrower and its Subsidiaries may declare and make
the following Restricted Payments so long as no Default or Event of Default would result therefrom:



(a) the Borrower may declare or make dividend payments or other distributions payable solely
in cash or its common stock to its shareholders consistent with past practices;



(b) each Wholly Owned Subsidiary of the Borrower may declare and make dividend payments or
other distributions to the Borrower or another Guarantor;



(c) the Borrower may repurchase its outstanding common stock; and



(d) St. Joe Finance Company may declare and make dividend payments or other distributions or
redemptions payable solely in cash to its shareholders that are not the Borrower or a Guarantor;
provided, that (x) the aggregate amount of such payments shall not exceed $500,000 and (y) unless
such payment is necessary for St. Joe Finance Company to maintain its status as a real estate
investment trust at the time of any such payment no Default or Event of Default shall exist.



Notwithstanding the foregoing, if a Default or Event of Default specified in Section 10.1.(a),
Section 10.1.(b), Section 10.1.(f) or Section 10.1.(g) shall exist, or if as a result of the
occurrence of any other Event of Default any of the Obligations have been accelerated pursuant to
Section 10.2.(a), the Borrower shall not, and shall not permit any Subsidiary to, make any
Restricted Payments to any Person other than to the Borrower or any Subsidiary.




	 	 	Section 9.3. Indebtedness.	 





The Borrower shall not, and shall not permit any Subsidiary or any other Loan Party to, incur,
assume, or otherwise become obligated in respect of any Indebtedness after the Agreement Date if
immediately prior to the assumption, incurring or becoming obligated in respect thereof, or
immediately thereafter and after giving effect thereto, a Default or Event of Default is or would
be in existence, including without limitation, a Default or Event of Default resulting from a
violation of any of the covenants contained in Section 9.1.; provided, however, if a Default or
Event of Default shall exist, the Borrower and the other Loan Parties may incur intercompany
Indebtedness on and subject to the terms of Section 9.5.(e) so long as such Indebtedness is owing
by a Loan Party to another Loan Party (other than the Borrower).




	 	 	Section 9.4. Certain Permitted Investments.	 





The Borrower shall not, and shall not permit any Subsidiary to, make any Investment in or
otherwise own the following items which would cause the aggregate value of such holdings of the
Borrower and such other Subsidiaries (without duplication) to exceed 35.0% of Total Asset Value at
any time:



(a) Investments in Unconsolidated Affiliates and other Persons that are not Subsidiaries, with
the value of such Investments being determined in accordance with GAAP;



(b) Investments consisting of loans, advances or extensions of credit to, or purchases or
other acquisitions of any Indebtedness of, another Person not a Subsidiary, with the value of such
Investments being determined in accordance with GAAP; and



(c) Investments in Construction.




	 	 	Section 9.5. Investments Generally.	 





The Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, directly
or indirectly, acquire, make or purchase any Investment, or permit any Investment of such Person to
be outstanding on and after the Agreement Date, other than the following:



(a) Investments in Subsidiaries in existence on the Agreement Date and disclosed on Part I of
Schedule 6.1.(b);



(b) Investments to acquire Equity Interests of a Subsidiary or any other Person who after
giving effect to such acquisition would be a Subsidiary, so long as in each case (i) immediately
prior to such Investment, and after giving effect thereto, no Default or Event of Default is or
would be in existence and (ii) if such Subsidiary is (or after giving effect to such Investment
would become) a Material Subsidiary, and is not an Excluded Subsidiary, the terms and conditions
set forth in Section 7.12. are satisfied;



(c) Investments permitted under Section 9.4.;



(d) Investments in Cash Equivalents;



(e) intercompany Indebtedness among the Borrower and the other Loan Parties provided that
(i) such Indebtedness is permitted by the terms of Section 9.3.; (ii) such Indebtedness is
subordinated in right and time of payment to the Obligations and (iii) in the case of Indebtedness
of the Borrower or any Guarantor to St. Joe Finance Company, such Indebtedness shall be permitted
only so long as (A) St. Joe Finance Company remains at all times a Wholly Owned Subsidiary of the
Borrower, (B) the assets of St. Joe Finance Company consisting of the instruments and general
intangibles relating to such Indebtedness are and remain subject to a first priority, perfected
Lien pursuant to the Pledge Agreement for the benefit of the Lenders and the other Creditors (as
defined in the Intercreditor Agreement) and (C) St. Joe Finance Company incurs no Indebtedness to
any Person other than the Borrower or any Guarantor;



(f) loans and advances to officers and employees for moving, entertainment, travel and other
similar expenses in the ordinary course of business consistent with past practices; and



(g) any other Investment so long as immediately prior to making such Investment, and
immediately thereafter and after giving effect thereto, no Default or Event of Default is or would
be in existence.




	 	 	Section 9.6. Liens; Negative Pledges; Other Matters.	 





(a) The Borrower shall not, and shall not permit any Subsidiary or other Loan Party to,
create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets,
income or profits of any character whether now owned or hereafter acquired if immediately prior to
the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event
of Default is or would be in existence, including without limitation, a Default or Event of Default
resulting from a violation of any of the covenants contained in Section 9.1.



(b) The Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, enter
into, assume or otherwise be bound by any Negative Pledge except for a Negative Pledge contained in
(i) an agreement (x) evidencing Indebtedness which the Borrower or such Subsidiary may create,
incur, assume, or permit or suffer to exist under Section 9.3., (y) which Indebtedness is secured
by a Lien permitted to exist under the Credit Documents, and (z) which prohibits the creation of
any other Lien on only the property securing such Indebtedness as of the date such agreement was
entered into; (ii) in an agreement relating to the sale of a Subsidiary or assets pending such
sale, provided that in any such case the Negative Pledge applies only to the Subsidiary or the
assets that are the subject of such sale; (iii) Section 10.6 of the 2002 Note Agreements, of the
2004 Note Agreements, and of the 2005 Note Agreements, in each case, as in effect on the Agreement
Date; and (iv) Additional Note Purchase Agreements (as defined in the Note Agreements) so long as
any such Negative Pledge is on terms substantially similar to the Negative Pledge contained in
Section 10.6 of the 2002 Note Agreements, the 2004 Note Agreements, and the 2005 Note Agreements,
in each case, as in effect on the Agreement Date.



(c) The Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, create
or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction
of any kind on the ability of any Subsidiary (other than an Excluded Subsidiary) to: (i) pay
dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity
interests owned by the Borrower or any Subsidiary; (ii) pay any Indebtedness owed to the Borrower
or any Subsidiary; (iii) make loans or advances to the Borrower or any Subsidiary; or (iv) transfer
any of its property or assets to the Borrower or any Subsidiary.




	 	 	Section 9.7. Merger, Consolidation, Sales of Assets and Other Arrangements.	 





The Borrower shall not, and shall not permit any Subsidiary or other Loan Party to: (i) enter
into any transaction of merger or consolidation; (ii) liquidate, wind up or dissolve itself (or
suffer any liquidation or dissolution); or (iii) convey, sell, lease, sublease, transfer or
otherwise dispose of, in one transaction or a series of transactions, all or substantially all of
its business or assets, whether now owned or hereafter acquired; provided, however, that:



(a) any of the actions described in the immediately preceding clauses (i) through (iii) may be
taken with respect to any Subsidiary or any other Loan Party (other than the Borrower) so long as
immediately prior to the taking of such action, and immediately thereafter and after giving effect
thereto, no Default or Event of Default is or would be in existence; notwithstanding the foregoing,
any such Loan Party (other than the Borrower) may enter into a transaction of merger pursuant to
which such Loan Party is not the survivor of such merger only if (i) the Borrower shall have given
the Agent and the Lenders at least 10 Business Days’ prior written notice of such merger, such
notice to include a certification to the effect that immediately after and after giving effect to
such action, no Default or Event of Default is or would be in existence; (ii) if the survivor
entity is a Material Subsidiary (and not an Excluded Subsidiary) within 5 Business Days of
consummation of such merger, the survivor entity (if not already a Guarantor) shall have executed
and delivered an assumption agreement in form and substance satisfactory to the Agent pursuant to
which such survivor entity shall expressly assume all of such Loan Party’s Obligations under the
Credit Documents to which it is a party; (iii) within 30 days of consummation of such merger, the
survivor entity delivers to the Agent the following: (A) items of the type referred to in Sections
5.1.(a)(v) through (viii) with respect to the survivor entity as in effect after consummation of
such merger (if not previously delivered to the Agent and still in effect), (B) copies of all
documents entered into by such Loan Party or the survivor entity to effectuate the consummation of
such merger, including, but not limited to, articles of merger and the plan of merger, (C) copies,
certified by the Secretary or Assistant Secretary (or other individual performing similar
functions) of such Loan Party or the survivor entity, of all corporate and shareholder action
authorizing such merger and (D) copies of any filings with the Securities and Exchange Commission
in connection with such merger; and (iv) such Loan Party and the survivor entity each takes such
other action and delivers such other documents, instruments, opinions and agreements as the Agent
may reasonably request;



(b) the Borrower, its Subsidiaries and the other Loan Parties may lease and sublease their
respective assets, as lessor or sublessor (as the case may be), in the ordinary course of their
business;



(c) a Person may merge with and into the Borrower so long as (i) the Borrower is the survivor
of such merger, (ii) immediately prior to such merger, and immediately thereafter and after giving
effect thereto, no Default or Event of Default is or would be in existence, and (iii) the Borrower
shall have given the Agent and the Lenders at least 10 Business Days’ prior written notice of such
merger, such notice to include a certification as to the matters described in the immediately
preceding clause (ii) (except that such prior notice shall not be required in the case of the
merger of a Subsidiary with and into the Borrower); and



(d) the Borrower and each Loan Party may sell, transfer or dispose of assets among themselves,
and Subsidiaries that are not Loan Parties may sell, transfer or dispose of assets among themselves
and to the Borrower and the other Loan Parties.




	 	 	Section 9.8. Fiscal Year.	 





The Borrower shall not change its fiscal year from that in effect as of the Agreement Date.




	 	 	Section 9.9. Modifications to Material Contracts.	 





The Borrower shall not, and shall not permit any Subsidiary or other Loan Party to, enter into
any amendment or modification to any Material Contract which could reasonably be expected to have a
Material Adverse Effect.




	 	 	Section 9.10. Modifications of Organizational Documents.	 





The Borrower shall not, and shall not permit any Loan Party or other Subsidiary to, amend,
supplement, restate or otherwise modify its articles or certificate of incorporation, by-laws,
operating agreement, declaration of trust, partnership agreement or other applicable organizational
document if such amendment, supplement, restatement or other modification could reasonably be
expected to have a Material Adverse Effect.




	 	 	Section 9.11. Transactions with Affiliates.	 





The Borrower shall not, and shall not permit any of its Subsidiaries or any other Loan Party
to, permit to exist or enter into, any transaction (including the purchase, sale, lease or exchange
of any property or the rendering of any service) with any Affiliate (other than a Loan Party),
except transactions in the ordinary course of the business of the Borrower or any of its
Subsidiaries and upon terms which are no less favorable to the Borrower or such Subsidiary than
would be obtained in a comparable arm’s length transaction with a Person that is not an Affiliate.




	 	 	Section 9.12. ERISA Exemptions.	 





The Borrower shall not, and shall not permit any Subsidiary to, permit any of its respective
assets to become or be deemed to be “plan assets” within the meaning of ERISA, the Internal Revenue
Code and the respective regulations promulgated thereunder.



Article X. Default





	 	 	Section 10.1. Events of Default.	 





Each of the following shall constitute an Event of Default, whatever the reason for such event
and whether it shall be voluntary or involuntary or be effected by operation of Applicable Law or
pursuant to any judgment or order of any Governmental Authority:



(a) Default in Payment of Principal. The Borrower shall fail to pay when due (whether
upon demand, at maturity, by reason of acceleration or otherwise) the principal of any of the Loan.



(b) Default in Payment of Interest and Other Obligations. The Borrower shall fail to
pay when due any interest on the Loan or any of the other payment Obligations owing by the Borrower
under this Agreement or any other Credit Document, or any other Loan Party shall fail to pay when
due any payment Obligation owing by such other Loan Party under any Credit Document to which it is
a party, and such failure shall continue for a period of 3 Business Days.



(c) Default in Performance. (i) The Borrower shall fail to perform or observe any
term, covenant, condition or agreement contained in Section 8.4.(f) or in Article IX. or (ii) the
Borrower or any other Loan Party shall fail to perform or observe any term, covenant, condition or
agreement contained in this Agreement or any other Credit Document to which it is a party and not
otherwise mentioned in this Section and in the case of this clause (ii) only such failure shall
continue for a period of 30 days after the earlier of (x) the date upon which a Responsible Officer
of the Borrower obtains knowledge of such failure or (y) the date upon which the Borrower has
received written notice of such failure from the Agent.



(d) Misrepresentations. Any written statement, representation or warranty made or
deemed made by or on behalf of the Borrower or any other Loan Party under this Agreement or under
any other Credit Document, or any amendment hereto or thereto, or in any other writing or statement
at any time furnished or made or deemed made by or on behalf of the Borrower or any other Loan
Party to the Agent or any Lender, shall at any time prove to have been incorrect or misleading, in
light of the circumstances in which made or deemed made, in any material respect when furnished or
made or deemed made.



(e) Indebtedness Cross-Default; Derivatives Contracts.




(i) The Borrower, any Subsidiary or any other Loan Party shall fail to pay when due and
payable, within any applicable grace or cure period, the principal of, or interest on, any
Indebtedness (other than the Loan) having an aggregate outstanding principal amount of
$25,000,000 or more (“Material Indebtedness”); or




(ii) (x) the maturity of any Material Indebtedness shall have been accelerated in
accordance with the provisions of any indenture, contract or instrument evidencing,
providing for the creation of or otherwise concerning such Material Indebtedness or (y) any
Material Indebtedness shall have been required to be prepaid or repurchased prior to the
stated maturity thereof;




(iii) any other event shall have occurred and be continuing which permits any holder or
holders of Material Indebtedness, any trustee or agent acting on behalf of such holder or
holders or any other Person, to accelerate the maturity of any such Material Indebtedness or
require any such Material Indebtedness to be prepaid or repurchased prior to its stated
maturity; or




(iv) there occurs under any Derivatives Contract an Early Termination Date (as defined
in such Derivatives Contract) resulting from (A) any event of default under such Derivatives
Contract as to which any Loan Party is the Defaulting Party (as defined in such Derivatives
Contract) or (B) any Termination Event (as so defined) under such Derivatives Contract as to
which any Loan Party is an Affected Party (as so defined) and, in either event, the
Derivatives Termination Value owed by any Loan Party as a result thereof is $25,000,000 or
more.



(f) Voluntary Bankruptcy Proceeding. The Borrower, any other Loan Party or any
Significant Subsidiary shall: (i) commence a voluntary case under the Bankruptcy Code of 1978, as
amended, or other federal bankruptcy laws (as now or hereafter in effect); (ii) file a petition
seeking to take advantage of any other Applicable Laws, domestic or foreign, relating to
bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts;
(iii) consent to, or fail to contest in a timely and appropriate manner, any petition filed against
it in an involuntary case under such bankruptcy laws or other Applicable Laws or consent to any
proceeding or action described in the immediately following subsection; (iv) apply for or consent
to, or fail to contest in a timely and appropriate manner, the appointment of, or the taking of
possession by, a receiver, custodian, trustee, or liquidator of itself or of a substantial part of
its property, domestic or foreign; (v) admit in writing its inability to pay its debts as they
become due; (vi) make a general assignment for the benefit of creditors; (vii) make a conveyance
fraudulent as to creditors under any Applicable Law; or (viii) take any corporate or partnership
action for the purpose of effecting any of the foregoing.



(g) Involuntary Bankruptcy Proceeding. A case or other proceeding shall be commenced
against the Borrower, any other Loan Party or any Significant Subsidiary in any court of competent
jurisdiction seeking: (i) relief under the Bankruptcy Code of 1978, as amended, or other federal
bankruptcy laws (as now or hereafter in effect) or under any other Applicable Laws, domestic or
foreign, relating to bankruptcy, insolvency, reorganization, winding-up, or composition or
adjustment of debts; or (ii) the appointment of a trustee, receiver, custodian, liquidator or the
like of such Person, or of all or any substantial part of the assets, domestic or foreign, of such
Person, and such case or proceeding shall continue undismissed or unstayed for a period of
60 consecutive calendar days, or an order granting the remedy or other relief requested in such
case or proceeding against the Borrower, such Significant Subsidiary or such other Loan Party
(including, but not limited to, an order for relief under such Bankruptcy Code or such other
federal bankruptcy laws) shall be entered.



(h) Litigation; Enforceability. The Borrower or any other Loan Party shall disavow,
revoke or terminate (or attempt to terminate) any Credit Document to which it is a party or shall
otherwise challenge or contest in any action, suit or proceeding in any court or before any
Governmental Authority the validity or enforceability of this Agreement, the Note or any other
Credit Document or this Agreement, the Note, the Guaranty or any other Credit Document shall cease
to be in full force and effect (except as a result of the express terms thereof).



(i) Judgment. A judgment or order for the payment of money or for an injunction shall
be entered against the Borrower, any Significant Subsidiary or any other Loan Party, by any court
or other tribunal and (i) such judgment or order shall continue for a period of 30 days without
being paid, stayed or dismissed through appropriate appellate proceedings and (ii) either (A) the
amount of such judgment or order for which insurance has not been acknowledged in writing by the
applicable insurance carrier (or the amount as to which the insurer has denied liability) exceeds,
individually or together with all other such outstanding judgments or orders entered against the
Borrower, such Subsidiaries and such other Loan Parties, $25,000,000 or (B) in the case of an
injunction or other non-monetary judgment, such judgment could reasonably be expected to have a
Material Adverse Effect.



(j) Attachment. A warrant, writ of attachment, execution or similar process shall be
issued against any property of the Borrower, any Significant Subsidiary or any other Loan Party
which exceeds, individually or together with all other such warrants, writs, executions and
processes, $25,000,000 in amount and such warrant, writ, execution or process shall not be
discharged, vacated, stayed or bonded for a period of 30 days; provided, however, that if a bond
has been issued in favor of the claimant or other Person obtaining such warrant, writ, execution or
process, the issuer of such bond shall execute a waiver or subordination agreement in form and
substance satisfactory to the Agent pursuant to which the issuer of such bond subordinates its
right of reimbursement, contribution or subrogation to the Obligations and waives or subordinates
any Lien it may have on the assets of any Loan Party.



(k) ERISA. Any member of the ERISA Group shall fail to pay when due an amount or
amounts aggregating in excess of $10,000,000 which it shall have become liable to pay under Title
IV of ERISA; or notice of intent to terminate a Plan or Plans having aggregate Unfunded Liabilities
in excess of $10,000,000 shall be filed under Title IV of ERISA by any member of the ERISA Group,
any plan administrator or any combination of the foregoing; or the PBGC shall institute proceedings
under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section
4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer, any Plan or
Plans having aggregate Unfunded Liabilities in excess of $10,000,000; or a condition shall exist by
reason of which the PBGC would be entitled to obtain a decree adjudicating that any such Plan must
be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the
meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which
could cause one or more members of the ERISA Group to incur a current payment obligation in excess
of $10,000,000.



(l) Credit Documents. An Event of Default (as defined therein) shall occur under any
of the other Credit Documents.




(m) Change of Control/Change in Management.




(i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is or becomes the
“beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that
a Person will be deemed to have “beneficial ownership” of all securities that such Person
has the right to acquire, whether such right is exercisable immediately or only after the
passage of time), directly or indirectly, of more than 30.0% of the total voting power of
the then outstanding voting stock of the Borrower; or




(ii) During any period of 12 consecutive months ending after the Agreement Date,
individuals who at the beginning of any such 12-month period constituted the Board of
Directors of the Borrower (together with any new directors whose election by such Board or
whose nomination for election by the shareholders of the Borrower was approved by a vote of
a majority of the directors then still in office who were either directors at the beginning
of such period or whose election or nomination for election was previously so approved)
cease for any reason to constitute a majority of the Board of Directors of the Borrower then
in office.




	 	 	Section 10.2. Remedies Upon Event of Default.	 





Upon the occurrence of an Event of Default the following provisions shall apply:



(a) Acceleration; Termination of Facilities.




(i) Automatic. Upon the occurrence of an Event of Default specified in
Section 10.1.(f) or 10.1.(g), (A)(i) the principal of, and all accrued interest on, the Loan
and the Note at the time outstanding, and (ii) all of the other Obligations of the Borrower,
including, but not limited to, the other amounts owed to the Lender and the Agent under this
Agreement, the Note or any of the other Credit Documents shall become immediately and
automatically due and payable by the Borrower without presentment, demand, protest, or other
notice of any kind, all of which are expressly waived by the Borrower.




(ii) Optional. If any other Event of Default shall exist, the Agent shall, at
the direction of the Requisite Lenders, declare (1) the principal of, and accrued interest
on, Note at the time outstanding, and (2) all of the other Obligations, including, but not
limited to, the other amounts owed to the Lenders and the Agent under this Agreement, the
Note or any of the other Credit Documents to be forthwith due and payable, whereupon the
same shall immediately become due and payable without presentment, demand, protest or other
notice of any kind, all of which are expressly waived by the Borrower.



(b) Credit Documents. The Requisite Lenders may direct the Agent to, and the Agent if
so directed shall, exercise any and all of its rights under any and all of the other Credit
Documents.



(c) Applicable Law. The Requisite Lenders may direct the Agent to, and the Agent if
so directed shall, exercise all other rights and remedies it may have under any Applicable Law.



(d) Appointment of Receiver. To the extent permitted by Applicable Law, the Agent and
the Lenders shall be entitled to the appointment of a receiver for the assets and properties of the
Borrower and its Subsidiaries, without notice of any kind whatsoever and without regard to the
adequacy of any security for the Obligations or the solvency of any party bound for its payment, to
take possession of all or any portion of the business operations of the Borrower and its
Subsidiaries and to exercise such power as the court shall confer upon such receiver.




	 	 	Section 10.3. Allocation of Proceeds.





If an Event of Default shall exist and maturity of any of the Obligations has been
accelerated, all payments received by the Agent under any of the Credit Documents, in respect of
any principal of or interest on the Obligations or any other amounts payable by the Borrower
hereunder or thereunder, shall be applied in the following order and priority:




(a) amounts due the Agent in respect of fees and expenses due under Section 12.2.;




(b) amounts due the Lenders in respect of fees and expenses due under Section 12.2.,
pro rata in the amount then due each Lender;




(c) payments of interest on the Loan to be applied for the ratable benefit of the
Lenders;




(d) payments of principal of the Loan to be applied for the ratable benefit of the
Lenders;




(e) amounts due the Agent and the Lenders pursuant to Sections 11.7. and 12.9.;




(f) payment of all other Obligations and other amounts due and owing by the Borrower
and the other Loan Parties under any of the Credit Documents, if any, to be applied for the
ratable benefit of the Lenders; and




(g) any amount remaining after application as provided above, shall be paid to the
Borrower or whomever else may be legally entitled thereto.




	 	 	Section 10.4. Performance by Agent.	 





If the Borrower shall fail to perform any covenant, duty or agreement contained in any of the
Credit Documents, the Agent may, after notice to the Borrower, perform or attempt to perform such
covenant, duty or agreement on behalf of the Borrower after the expiration of any cure or grace
periods set forth herein. In such event, the Borrower shall, at the request of the Agent, promptly
pay any amount reasonably expended by the Agent in such performance or attempted performance to the
Agent, together with interest thereon at the applicable Past-Due Rate from the date of such
expenditure until paid. Notwithstanding the foregoing, neither the Agent nor any Lender shall have
any liability or responsibility whatsoever for the performance of any obligation of the Borrower
under this Agreement or any other Credit Document.




	 	 	Section 10.5. Rights Cumulative.	 





The rights and remedies of the Agent and the Lenders under this Agreement and each of the
other Credit Documents shall be cumulative and not exclusive of any rights or remedies which any of
them may otherwise have under Applicable Law. In exercising their respective rights and remedies
the Agent and the Lenders may be selective and no failure or delay by the Agent or any of the
Lenders in exercising any right shall operate as a waiver of it, nor shall any single or partial
exercise of any power or right preclude its other or further exercise or the exercise of any other
power or right.



Article XI. The Agent





	 	 	Section 11.1. Appointment and Authorization of Agent.	 





(a) Each Lender hereby irrevocably (subject to Section 11.9) appoints, designates and
authorizes Agent to take such action on its behalf under the provisions of this Agreement and each
other Credit Document and to exercise such powers and perform such duties as are expressly
delegated to it by the terms of this Agreement or any other Credit Document, together with such
powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary
contained elsewhere herein or in any other Credit Document, Agent shall not have any duties or
responsibilities, except those expressly set forth herein, nor shall Agent have or be deemed to
have any fiduciary relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other
Credit Document or otherwise exist against Agent. Without limiting the generality of the foregoing
sentence, the use of the term “agent” herein and in the other Credit Documents with reference to
Agent is not intended to connote any fiduciary or other implied (or express) obligations arising
under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of
market custom, and is intended to create or reflect only an administrative relationship between
independent contracting parties.



(b) No individual Lender or group of Lenders shall have any right to amend or waive, or
consent to the departure of any party from any provision of any Credit Document, or secure or
enforce the obligations of Borrower or any other party pursuant to the Credit Documents, or
otherwise. All such rights, on behalf of Agent or any Lender or Lenders, shall be held and
exercised solely by and at the option of Agent for the pro rata benefit of the Lenders. Such
rights, however, are subject to the rights of a Lender or Lenders, as expressly set forth in this
Agreement, to approve matters or direct Agent to take or refrain from taking action as set forth in
this Agreement. Except as expressly otherwise provided in this Agreement or the other Credit
Documents, Agent shall have and may use its sole discretion with respect to exercising or
refraining from exercising any discretionary rights, or taking or refraining from taking any
actions which Agent is expressly entitled to exercise or take under this Agreement and the other
Credit Documents, including, without limitation, (i) the determination if and to what extent
matters or items subject to Agent’s satisfaction are acceptable or otherwise within its discretion,
(ii) the making of Agent Advances, and (iii) the exercise of remedies pursuant to, but subject to,
Article X or pursuant to any other Credit Document, and any action so taken or not taken shall be
deemed consented to by Lenders.



(c) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial proceeding relative to
Borrower or Guarantor, no individual Lender or group of Lenders shall have the right, and the Agent
(irrespective of whether the principal of the Loan shall then be due and payable as herein
expressed or by declaration or otherwise and irrespective of whether the Agent shall have made any
demand on the Borrower) shall be exclusively entitled and empowered on behalf of itself, and the
Lenders, by intervention in such proceeding or otherwise:




(i) to file and prove a claim for the whole amount of the principal and interest owing and
unpaid in respect of the Loan, and all other Obligations that are owing and unpaid and to
file such other documents as may be necessary or advisable in order to have the claims of
the Lenders and the Agent (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Lenders and the Agent and their respective agents and
counsel and all other amounts due the Lenders and the Agent under Section 12.2 and allowed
in such judicial proceeding; and




(ii) to collect and receive any monies or other property payable or deliverable on any such
claims and to distribute the same;



and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Lender to make such payments to Agent
and, in the event that Agent shall consent to the making of such payments directly to Lenders, to
pay to Agent any amount due for the reasonable compensation, expenses, disbursements and advances
of Agent and its agents and counsel, and any other amounts due Agent under Section 12.2.



Nothing contained herein shall be deemed to authorize Agent to authorize or consent to or accept or
adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition
affecting the Obligations or the rights of the Lenders except as approved by Requisite Lenders or
to authorize Agent to vote in respect of the claims of Lenders except as approved by Requisite
Lenders in any such proceeding.




	 	 	Section 11.2. Delegation of Duties.	 





Agent may execute any of its duties under this Agreement or any other Credit Document by or
through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel and other
consultant experts concerning all matters pertaining to such duties. Agent shall not be
responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects with
reasonable care.




	 	 	Section 11.3. Liability of Agent.	 





No Agent-Related Persons shall (i) be liable for any action taken or omitted to be taken by
any of them under or in connection with this Agreement or any other Credit Document or the
transactions contemplated hereby (except for its own gross negligence or willful misconduct), or
(ii) be responsible in any manner to any of Lenders for any recital, statement, representation or
warranty made by Borrower or any subsidiary or Affiliate of Borrower, or any officer thereof,
contained herein or in any other Credit Document, or in any certificate, report, statement or other
document referred to or provided for in, or received by Agent under or in connection with, this
Agreement or any other Credit Document, or the validity, effectiveness, genuineness, enforceability
or sufficiency of this Agreement or any other Credit Document, or for any failure of Borrower or
any other party to any Credit Document to perform its obligations hereunder or thereunder. No
Agent-Related Person shall be under any obligation to any Lender to ascertain or to inquire as to
the observance or performance of any of the agreements contained in, or conditions of, this
Agreement or any other Credit Document, or to inspect the properties, books or records of Borrower,
Guarantor, or any of their Affiliates.




	 	 	Section 11.4. Reliance by Agent.	 





Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing,
resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or
telephone message, statement or other document or conversation believed by it to be genuine and
correct and to have been signed, sent or made by the proper person or persons, and upon advice and
statements of legal counsel (including counsel to any party to the Credit Documents), independent
accountants and other experts selected by Agent. Agent shall be fully justified in failing or
refusing to take any action under this Agreement or any other Credit Document unless it shall first
receive such advice or concurrence of the Requisite Lenders or all Lenders if required hereunder as
it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by
Lenders against any and all liability and expense which may be incurred by it by reason of taking
or continuing to take any such action. Agent shall in all cases be fully protected in acting, or
in refraining from acting, under this Agreement or any other Credit Document in accordance with a
request or consent of the Requisite Lenders or such greater number of Lenders as may be expressly
required hereby in any instance, and such request and any action taken or failure to act pursuant
thereto shall be binding upon all the Lenders. In the absence of written instructions from the
Requisite Lenders or such greater number of Lenders, as expressly required hereunder, Agent may
take or not take any action, at its discretion, unless this Agreement specifically requires the
consent of the Requisite Lenders or such greater number of Lenders.




	 	 	Section 11.5. Notice of Default.	 





Agent shall not be deemed to have knowledge or notice of the occurrence of any Default, unless
Agent shall have received written notice from a Lender, or Borrower referring to this Agreement,
describing such Default that Agent determines will have a Material Adverse Effect. Agent will
notify Lenders of its receipt of any such notice. Agent shall take such action with respect to
such Default as may be requested by the Requisite Lenders in accordance with Article X;
provided, however, that unless and until Agent has received any such request, Agent may
(but shall not be obligated to) take such action, or refrain from taking such action, with respect
to such Default as it shall deem advisable or in the best interest of Lenders.



Section 11.6. Credit Decision; Disclosure of Information by Agent.



(a) Each Lender acknowledges that none of Agent-Related Persons has made any representation or
warranty to it, and that no act by Agent hereafter taken, including any consent to and acceptance
of any assignment or review of the affairs of Borrower, and Guarantor, shall be deemed to
constitute any representation or warranty by any Agent-Related Person to any Lenders as to any
matter, including whether Agent-Related Persons have disclosed material information in their
possession. Each Lender represents to Agent that it has, independently and without reliance upon
any Agent-Related Person and based on such documents and information as it has deemed appropriate,
made its own appraisal of and investigation into the business, prospects, operations, property,
financial and other condition and creditworthiness of Borrower, and Guarantor, and all applicable
bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own
decision to enter into this Agreement and to extend credit to Borrower and Guarantor hereunder.
Each Lender also represents that it will, independently and without reliance upon any Agent-Related
Person and based on such documents and information as it shall deem appropriate at the time,
continue to make its own credit analysis, appraisals and decisions in taking or not taking action
under this Agreement and the other Credit Documents, and to make such investigations as it deems
necessary to inform itself as to the business, prospects, operations, property, financial and other
condition and creditworthiness of Borrower, and Guarantor.



(b) Agent upon its receipt shall provide each Lender such notices, reports and other documents
expressly required to be furnished to Lenders by Agent herein. To the extent not already available
to a Lender, Agent shall also provide the Lender and/or make available for the Lender’s inspection
during reasonable business hours and at the Lender’s expense, upon the Lender’s written request
therefor: (i) copies of the Credit Documents; (ii) such information as is then in Agent’s
possession in respect of the current status of principal and interest payments and accruals in
respect of the Loan; (iii) copies of all current financial statements in respect of Borrower, any
Guarantor or other person liable for payment or performance by Borrower of any obligations under
the Credit Documents, then in Agent’s possession with respect to the Loan; and (iv) other current
factual information then in Agent’s possession with respect to the Loan and bearing on the
continuing creditworthiness of Borrower, or any Guarantor, or any of their respective Affiliates;
provided that nothing contained in this Section shall impose any liability upon Agent for
its failure to provide a Lender any of such Credit Documents, information, or financial statements,
unless such failure constitutes willful misconduct or gross negligence on Agent’s part; and
provided further that Agent shall not be obligated to provide any Lender with any
information in violation of Law or any contractual restrictions on the disclosure thereof (provided
such contractual restrictions shall not apply to distributing to a Lender factual and financial
information expressly required to be provided herein). Except as set forth above, Agent shall not
have any duty or responsibility to provide any Lenders with any credit or other information
concerning the business, prospects, operations, property, financial and other condition or
creditworthiness of Borrower, or Guarantor or any of their respective Affiliates which may come
into the possession of any of Agent-Related Persons.




	 	 	Section 11.7. Indemnification of Agent.	 





Whether or not the transactions contemplated hereby are consummated, Lenders shall indemnify
upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of Borrower and
without limiting the obligation of Borrower to do so), pro rata, and hold harmless each
Agent-Related Person from and against any and all Indemnified Costs incurred by it; provided,
however, that no Lender shall be liable for the payment to any Agent-Related Person of any
portion of such Indemnified Costs to the extent determined in a final, non-appealable judgment by a
court of competent jurisdiction to have resulted from such Agent-Related Person’s own gross
negligence or willful misconduct; provided, however, that no action taken in accordance
with the directions of the Requisite Lenders shall be deemed to constitute gross negligence or
willful misconduct for purposes of this Section. Without limitation of the foregoing, to the
extent that Agent is not reimbursed by or on behalf of Borrower, each Lender shall reimburse Agent
upon demand for its ratable share of any costs or out-of-pocket expenses (including attorney fees)
incurred by Agent as described in Section 12.2. The undertaking in this Section shall survive the
payment of all Indebtedness hereunder and the resignation or replacement of Agent.



Section 11.8 Agent in Individual Capacity.



Agent, in its individual capacity, and its Affiliates may make loans to, issue letters of
credit for the account of, accept deposits from, acquire equity interests in and generally engage
in any kind of banking, trust, financial advisory, underwriting or other business with any party to
the Credit Documents and their respective Affiliates as though Agent were not Agent hereunder and
without notice to or consent of Lenders. Lenders acknowledge that Borrower and Bank of America,
N.A. or its Affiliate have entered or may enter into Hedge Agreements. A portion of the Loan may
be funded to honor Borrower’s payment obligations under the terms of such Hedge Agreements, and
Lenders shall have no right to share in any portion of such payments. Lenders acknowledge that,
pursuant to such activities, Bank of America, N.A. or its Affiliates may receive information
regarding any party to the Credit Documents, or their respective Affiliates (including information
that may be subject to confidentiality obligations in favor of such parties or such parties’
Affiliates) and acknowledge that Agent shall be under no obligation to provide such information to
them. With respect to its Pro Rata Share of the Loan, Bank of America, N.A. shall have the same
rights and powers under this Agreement as any other Lenders and may exercise such rights and powers
as though it were not Agent, or party to a Hedge Agreement, and the terms “Lender” and “Lenders”
include Bank of America, N.A. in its individual capacity.



Section 11.9 Successor Agent.



Agent may, and at the request of the Requisite Lenders as a result of Agent’s gross negligence
or willful misconduct in performing its duties under this Agreement shall, resign as Agent upon 30
days’ notice to Lenders. If Agent resigns under this Agreement, the Requisite Lenders shall
appoint from among Lenders a successor Agent for Lenders, which successor Agent shall be consented
to by the Borrower at all times other than during the existence of a Default (which consent of the
Borrower shall not be unreasonably withheld or delayed). If no successor Agent is appointed prior
to the effective date of the resignation of Agent, Agent may appoint, after consulting with Lenders
and Borrower, a successor Agent from among Lenders. Upon the acceptance of its appointment as
successor Agent hereunder, such successor Agent shall succeed to all the rights, powers and duties
of the retiring Agent and the term “Agent” shall mean such successor Agent, and the retiring
Agent’s appointment, powers and duties as Agent shall be terminated. After any retiring Agent’s
resignation hereunder as Agent, the provisions of this Article and other applicable Sections of
this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent
by the date which is 30 days following a retiring Agent’s notice of resignation, the retiring
Agent’s resignation shall nevertheless thereupon become effective and Lenders shall perform all of
the duties of Agent hereunder until such time, if any, as the Requisite Lenders appoint a
successor agent as provided for above.



Section 11.10 Approvals of Lenders.



If a Lender does not notify or inform Agent of whether or not it consents to, or approves of
or agrees to any matter of any nature whatsoever with respect to which its consent, approval or
agreement is required under the express provisions of this Agreement or with respect to which its
consent, approval or agreement is otherwise requested by Agent, in connection with the Loan or any
matter pertaining to the Loan, within ten (10) Business Days (or such longer period as may be
specified by Agent) after such consent, approval or agreement is requested by Agent, Lender shall
be deemed to have given its consent, approval or agreement, as the case may be, with respect to the
matter in question. Except where otherwise expressly provided in the Credit Documents, in any
instance where the approval, consent or the exercise of Agent’s or Lenders’ judgment is required,
the granting or denial of such approval or consent and the exercise of such judgment shall be (a)
within the sole discretion of Agent or Lenders; (b) deemed to have been given only by a specific
writing intended for the purpose given and executed by Agent or Lenders; and (c) free from any
limitation or requirement of reasonableness.



Section 11.11 Benefit.



The terms and conditions of this Article are inserted for the sole benefit of Agent and
Lenders; the same may be waived in whole or in part, with or without terms or conditions, without
prejudicing Agent’s or Lenders’ rights to later assert them in whole or in part.



Article XII. Miscellaneous





	 	 	Section 12.1. Notices.	 





Unless otherwise provided herein, communications provided for hereunder shall be in writing
and shall be mailed, telecopied or delivered as follows:



If to the Borrower:



	 	 	 
	The St. Joe Company

	 	

	 
	 	 
	245 Riverside Avenue, Suite 500

	 
	 	 
	Jacksonville, Florida 32202

Attn: Stephen W. Solomon

Telephone:

Telecopy:

	 	



(904) 301-4348

(904) 301-4201
	 
	 	 
	If to the Agent:

	 	








Overnight Address




Bank of America, N.A.




Mail Code FL1-400-06-10




101 East Kennedy Blvd., 6th Floor




Tampa, Florida 33602




Mail Address




Bank of America, N.A.




Mail Code FL1-400-06-10




P.O. Box 31590




Tampa, Florida 33631




Telephone: (813) 225-8487




Telecopy: (404) 532-2842 [Note: area code is correct]




If to a Lender:




To such Lender’s address or telecopy number, as applicable, set forth on its
signature page hereto or in the applicable Assignment and Acceptance Agreement;



or, as to each party at such other address as shall be designated by such party in a written notice
to the other parties delivered in compliance with this Section. All such notices and other
communications shall be effective (i) if mailed, when received; (ii) if telecopied, when
transmitted; or (iii) if hand delivered or sent by overnight courier, when delivered.
Notwithstanding the immediately preceding sentence, all notices or communications to the Agent or
any Lender under Article II. shall be effective only when actually received. Neither the Agent nor
any Lender shall incur any liability to the Borrower (nor shall the Agent incur any liability to
the Lenders) for acting upon any telephonic notice referred to in this Agreement which the Agent or
such Lender, as the case may be, believes in good faith to have been given by a Person authorized
to deliver such notice or for otherwise acting in good faith hereunder. Failure of a Person
designated to get a copy of a notice to receive such copy shall not affect the validity of notice
properly given to any other Person.




	 	 	Section 12.2. Expenses.	 





The Borrower agrees (a) to pay or reimburse the Agent for all of its reasonable out-of-pocket
costs and expenses incurred in connection with the preparation, negotiation and execution of, and
any amendment, supplement or modification to, any of the Credit Documents (including due diligence
expenses and travel expenses relating to closing), and the consummation of the transactions
contemplated thereby, including the reasonable fees and disbursements of counsel to the Agent and
costs and expenses in connection with the use of information transmission systems in connection
with the Credit Documents, (b) to pay or reimburse the Agent and the Lenders for all their
reasonable costs and expenses incurred in connection with the enforcement or preservation of any
rights under the Credit Documents, including the reasonable fees and disbursements of their
respective counsel (including the allocated fees and expenses of in-house counsel) and any payments
in indemnification or otherwise payable by the Lenders to the Agent pursuant to the Credit
Documents, (c) to pay, and indemnify and hold harmless the Agent and the Lenders from, any and all
recording and filing fees and any and all liabilities with respect to, or resulting from any
failure to pay or delay in paying, documentary, stamp, excise and other similar taxes, if any,
which may be payable or determined to be payable in connection with the execution and delivery of
any of the Credit Documents, or consummation of any amendment, supplement or modification of, or
any waiver or consent under or in respect of, any Credit Document and (d) to the extent not already
covered by any of the preceding subsections, to pay or reimburse the Agent and the Lenders for all
their costs and expenses incurred in connection with any bankruptcy or other proceeding of the type
described in Section 10.1.(f) or 10.1.(g), including the reasonable fees and disbursements of
counsel to the Agent and any Lender, whether such fees and expenses are incurred prior to, during
or after the commencement of such proceeding or the confirmation or conclusion of any such
proceeding. If the Borrower shall fail to pay any amounts required to be paid by it pursuant to
this Section, the Agent and/or the Lenders may pay such amounts on behalf of the Borrower and
either deem the same to be Loan outstanding hereunder or otherwise Obligations owing hereunder.




	 	 	Section 12.3. Setoff.	 





Subject to Section 3.3. and in addition to any rights now or hereafter granted under
Applicable Law and not by way of limitation of any such rights, the Agent, each Lender and each
Participant is hereby authorized by the Borrower, at any time or from time to time during the
continuance of an Event of Default, without prior notice to the Borrower or to any other Person,
any such notice being hereby expressly waived, but in the case of a Lender or Participant subject
to receipt of the prior written consent of the Agent exercised in its sole discretion, to set off
and to appropriate and to apply any and all deposits (general or special, including, but not
limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and
any other indebtedness at any time held or owing by the Agent, such Lender or any affiliate of the
Agent or such Lender, to or for the credit or the account of the Borrower against and on account of
any of the Obligations, irrespective of whether or not any or all of the Loans and all other
Obligations have been declared to be, or have otherwise become, due and payable as permitted by
Section 10.2., and although such obligations shall be contingent or unmatured.




	 	 	Section 12.4. Litigation; Jurisdiction; Other Matters; Waivers.	 





(a) EACH PARTY HERETO ACKNOWLEDGES THAT ANY DISPUTE OR CONTROVERSY BETWEEN OR AMONG THE
BORROWER, THE AGENT OR ANY OF THE LENDERS WOULD BE BASED ON DIFFICULT AND COMPLEX ISSUES OF LAW AND
FACT AND WOULD RESULT IN DELAY AND EXPENSE TO THE PARTIES. ACCORDINGLY, TO THE EXTENT PERMITTED BY
APPLICABLE LAW, EACH OF THE LENDERS, THE AGENT AND THE BORROWER HEREBY WAIVES ITS RIGHT TO A TRIAL
BY JURY IN ANY ACTION OR PROCEEDING OF ANY KIND OR NATURE IN ANY COURT OR TRIBUNAL IN WHICH AN
ACTION MAY BE COMMENCED BY OR AGAINST ANY PARTY HERETO ARISING OUT OF THIS AGREEMENT, THE NOTES, OR
ANY OTHER CREDIT DOCUMENT OR BY REASON OF ANY OTHER SUIT, CAUSE OF ACTION OR DISPUTE WHATSOEVER
BETWEEN OR AMONG THE BORROWER, THE AGENT OR ANY OF THE LENDERS OF ANY KIND OR NATURE RELATING TO
ANY OF THE CREDIT DOCUMENTS.



(b) EACH OF THE BORROWER, THE AGENT AND EACH LENDER HEREBY AGREES THAT ANY FEDERAL DISTRICT
COURT LOCATED IN FLORIDA AND ANY STATE COURT LOCATED IN JACKSONVILLE OR TALLAHASSEE, FLORIDA, SHALL
HAVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN OR AMONG THE BORROWER, THE
AGENT OR ANY OF THE LENDERS, PERTAINING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, THE LOANS, THE
NOTES OR ANY OTHER CREDIT DOCUMENT OR TO ANY MATTER ARISING HEREFROM OR THEREFROM. THE BORROWER
AND EACH OF THE LENDERS EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION
OR PROCEEDING COMMENCED IN SUCH COURTS WITH RESPECT TO SUCH CLAIMS OR DISPUTES. EACH PARTY FURTHER
WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR
PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT
FORUM, AND EACH AGREES NOT TO PLEAD OR CLAIM THE SAME. THE CHOICE OF FORUM SET FORTH IN THIS
SECTION SHALL NOT BE DEEMED TO PRECLUDE THE BRINGING OF ANY ACTION BY THE AGENT OR ANY LENDER OR
THE ENFORCEMENT BY THE AGENT OR ANY LENDER OF ANY JUDGMENT OBTAINED IN SUCH FORUM IN ANY OTHER
APPROPRIATE JURISDICTION.



(c) THE PROVISIONS OF THIS SECTION HAVE BEEN CONSIDERED BY EACH PARTY WITH THE ADVICE OF
COUNSEL AND WITH A FULL UNDERSTANDING OF THE LEGAL CONSEQUENCES THEREOF, AND SHALL SURVIVE THE
PAYMENT OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE HEREUNDER OR UNDER THE OTHER CREDIT DOCUMENTS,
AND THE TERMINATION OF THIS AGREEMENT.




	 	 	Section 12.5. Successors and Assigns.	 





(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns, except that the Borrower may
not assign or otherwise transfer any of its rights or obligations under this Agreement without the
prior written consent of all Lenders and any such assignment or other transfer to which all of the
Lenders have not so consented shall be null and void.



(b) Any Lender may make, carry or transfer its portion of the Loan at, to or for the account
of any of its branch offices or the office of an affiliate of such Lender except to the extent such
transfer would result in increased costs to the Borrower.



(c) Any Lender may at any time grant to one or more banks or other financial institutions
(each a “Participant”) participating interests in the Obligations owing to such Lender; provided,
however, (i) any such participating interest must be for a constant and not a varying percentage
interest and (ii) after giving effect to any such participation by a Lender, the aggregate
outstanding principal balance under the Note held by it, in which it has not granted any
participating interests must be equal to at least $10,000,000. Except as otherwise provided in
Section 12.3., no Participant shall have any rights or benefits under this Agreement or any other
Credit Document. A Participant shall not be entitled to receive any greater payment under
Section 3.9. 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 3.9. unless the Borrower is notified
of the participation sold to such Participant and such Participant agrees, for the benefit of the
Borrower and the Agent, to comply with Section 3.9.(c) as though it were a Lender. In the event of
any such grant by a Lender of a participating interest to a Participant, such Lender shall remain
responsible for the performance of its obligations hereunder, and the Borrower and the Agent shall
continue to deal solely and directly with such Lender in connection with such Lender’s rights and
obligations under this Agreement. Any agreement pursuant to which any Lender may grant such a
participating interest shall provide that such Lender shall retain the sole right and
responsibility to enforce the obligations of the Borrower hereunder including, without limitation,
the right to approve any amendment, modification or waiver of any provision of this Agreement;
provided, however, such Lender may agree with the Participant that it will not, without the consent
of the Participant, agree to (i) increase, or extend the term or extend the time or waive any
requirement for the reduction or termination of, such Lender’s Commitment, (ii) extend the date
fixed for the payment of principal of or interest on the Loan or portions thereof owing to such
Lender, (iii) reduce the amount of any such payment of principal, (iv) reduce the rate at which
interest is payable thereon or (v) release any Guarantor (except as otherwise permitted under
Section 7.12.(c)). An assignment or other transfer which is not permitted by subsection (d) or (e)
below shall be given effect for purposes of this Agreement only to the extent of a participating
interest granted in accordance with this subsection (c). Upon request from the Agent, a Lender
shall notify the Agent of the sale of any participation hereunder and, if requested by the Agent,
certify to the Agent that such participation is permitted hereunder and that the requirements of
Section 3.9. (c) have been satisfied.



(d) Any Lender may with the prior written consent of the Agent and, so long as no Default or
Event of Default exists, the Borrower (which consent, in each case, shall not be unreasonably
withheld (it being agreed that the Borrower’s withholding of consent to an assignment which would
result in the Borrower having to pay amounts under Section 3.12. shall be deemed to be
reasonable)), assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its
rights and obligations under this Agreement and the Note, provided however, (i) no such consent by
the Borrower shall be required in the case of any assignment to another Lender or any affiliate of
such Lender or another Lender and no such consent by the Agent shall be required in the case of any
assignment by a Lender to any affiliate of such Lender; and (ii)  each such assignment shall be
effected by means of an Assignment and Acceptance Agreement. Upon execution and delivery of such
instrument and payment by such Assignee to such transferor Lender of an amount equal to the
purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be a
Lender party to this Agreement with respect to the assigned interest as of the effective date of
the Assignment and Acceptance Agreement and shall have all the rights and obligations of a Lender
with respect to the assigned interest as set forth in such Assignment and Acceptance Agreement, and
the transferor Lender shall be released from its obligations hereunder with respect to the assigned
interest to a corresponding extent, and no further consent or action by any party shall be
required. Upon the consummation of any assignment pursuant to this subsection, the transferor
Lender, the Agent and the Borrower shall make appropriate arrangements so that new Notes are issued
to the Assignee and such transferor Lender, as appropriate. In connection with any such
assignment, the transferor Lender shall pay to the Agent an administrative fee for processing such
assignment in the amount of $3,500.



(e) The Agent shall maintain at the Principal Office a copy of each Assignment and Acceptance
Agreement delivered to and accepted by it and a register for the recordation of the names and
addresses of the Lenders (the “Register”). The Agent shall give each Lender and the Borrower
notice of the assignment by any Lender of its rights as contemplated by this Section. The
Borrower, the Agent and the Lenders may treat each Person whose name is recorded in the Register as
a Lender hereunder for all purposes of this Agreement. The Register and copies of each Assignment
and Acceptance Agreement shall be available for inspection by the Borrower or any Lender at any
reasonable time and from time to time upon reasonable prior notice to the Agent. Upon its receipt
of an Assignment and Acceptance Agreement executed by an assigning Lender, together with each Note
subject to such assignment, the Agent shall, if such Assignment and Acceptance Agreement has been
completed and if the Agent receives the processing and recording fee described in subsection (d)
above, (i) accept such Assignment and Acceptance Agreement, (ii) record the information contained
therein in the Register and (iii) give prompt notice thereof to the Borrower.



(f) In addition to the assignments and participations permitted under the foregoing provisions
of this Section, any Lender may assign and pledge all or any portion of the Loan and its Notes to
any Federal Reserve Bank as collateral security pursuant to Regulation A and any Operating Circular
issued by such Federal Reserve Bank, and such portion of the Loan and Notes shall be fully
transferable as provided therein. No such assignment shall release the assigning Lender from its
obligations hereunder.



(g) A Lender may furnish any information concerning the Borrower, any other Loan Party or any
of their respective Subsidiaries in the possession of such Lender from time to time to Assignees
and Participants (including prospective Assignees and Participants) subject to compliance with
Section 12.8.



(i) Anything in this Section to the contrary notwithstanding, no Lender may assign or
participate any interest in any Loan held by it hereunder to the Borrower, any other Loan Party or
any of their respective Affiliates or Subsidiaries.



(j) Each Lender agrees that, without the prior written consent of the Borrower and the Agent,
it will not make any assignment hereunder in any manner or under any circumstances that would
require registration or qualification of, or filings in respect of, any Loan or Note under the
Securities Act or any other securities laws of the United States of America or of any other
jurisdiction.




	 	 	Section 12.6. Amendments.	 





(a) Except as otherwise expressly provided in this Agreement, any consent or approval required
or permitted by this Agreement or any other Credit Document to be given by the Lenders may be
given, and any term of this Agreement or of any other Credit Document may be amended, and the
performance or observance by the Borrower or any other Loan Party or any Subsidiary of any terms of
this Agreement or such other Credit Document or the continuance of any Default or Event of Default
may be waived (either generally or in a particular instance and either retroactively or
prospectively) with, but only with, the written consent of the Requisite Lenders (and, in the case
of an amendment to any Credit Document, the written consent of each Loan Party a party thereto).
Subject to the foregoing, Agent may amend or waive any provision of this Agreement or any other
Credit Document, or consent to any departure by any party to the Credit Documents therefrom which
amendment, waiver or consent is intended to be within Agent’s discretion or determination, or
otherwise in Agent’s reasonable determination shall not have a Material Adverse Effect.



(b) Notwithstanding the foregoing, without the prior written consent of each Lender adversely
affected thereby, no amendment, waiver or consent shall do any of the following:




(i) reduce the principal of, or interest rates that have accrued or that will be
charged on the outstanding principal amount of, the Loan or other Obligations;




(ii) reduce the amount of any Fees payable hereunder or postpone any date fixed for
payment thereof;




(iv) modify the definition of the term “Termination Date” (except as contemplated under
Section 2.7) or otherwise postpone any date fixed for any payment of any principal of, or
interest on, the Loan or any other Obligations (including the waiver of any Default or Event
of Default as a result of the nonpayment of any such Obligations as and when due);




(v) amend or otherwise modify the provisions of Section 3.2.;




(vi) modify the definition of the term “Requisite Lenders” or otherwise modify in any
other manner the number or percentage of the Lenders required to make any determinations or
waive any rights hereunder or to modify any provision hereof, including without limitation,
any modification of this Section 12.6. if such modification would have such effect;




(vii) release any Guarantor from its obligations under the Guaranty (except as
otherwise permitted under Section 7.12.(c));




(viii) increase the number of Interest Periods permitted with respect to the Loan under
Section 2.3.



(c) No amendment, waiver or consent, unless in writing and signed by the Agent, in such
capacity, in addition to the Lenders required hereinabove to take such action, shall affect the
rights or duties of the Agent under this Agreement or any of the other Credit Documents.



(d) No waiver shall extend to or affect any obligation not expressly waived or impair any
right consequent thereon and any amendment, waiver or consent shall be effective only in the
specific instance and for the specific purpose set forth therein. Except as otherwise provided in
Section 11.10, no course of dealing or delay or omission on the part of the Agent or any Lender in
exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. Any
Event of Default occurring hereunder shall continue to exist until such time as such Event of
Default is waived in writing in accordance with the terms of this Section, notwithstanding any
attempted cure or other action by the Borrower, any other Loan Party or any other Person subsequent
to the occurrence of such Event of Default. Except as otherwise explicitly provided for herein or
in any other Credit Document, no notice to or demand upon the Borrower shall entitle the Borrower
to any other or further notice or demand in similar or other circumstances.



(e) Agent and Lenders shall be entitled to amend (whether pursuant to a separate intercreditor
agreement or otherwise) any of the terms, conditions or agreements set forth in Article XI or as to
any other matter in the Credit Documents respecting payments to Agent or Lenders or the required
number of the Lenders to approve or disapprove any matter or to take or refrain from taking any
action, without the consent of Borrower or any other person or the execution by Borrower or any
other person of any such amendment or intercreditor agreement.




	 	 	Section 12.7. Nonliability of Agent and Lenders.	 





The relationship between the Borrower and the Lenders and the Agent shall be solely that of
borrower and lender. Neither the Agent nor any Lender shall have any fiduciary responsibilities to
the Borrower and no provision in this Agreement or in any of the other Credit Documents, and no
course of dealing between or among any of the parties hereto, shall be deemed to create any
fiduciary duty owing by the Agent or any Lender to any Lender, the Borrower, any Subsidiary or any
other Loan Party. Neither the Agent nor any Lender undertakes any responsibility to the Borrower
to review or inform the Borrower of any matter in connection with any phase of the Borrower’s
business or operations.




	 	 	Section 12.8. Confidentiality.	 





The Agent and each Lender shall use reasonable efforts to assure that information about
Borrower, the other Loan Parties and other Subsidiaries, and the Properties thereof and their
operations, affairs and financial condition, not generally disclosed to the public, which is
furnished to the Agent or any Lender pursuant to the provisions of this Agreement or any other
Credit Document, is used only for the purposes of this Agreement and the other Credit Documents and
shall not be divulged to any Person other than the Agent, the Lenders, and their respective agents
who are actively and directly participating in the evaluation, administration or enforcement of the
Credit Documents and other transactions between the Agent or such Lender, as applicable, and the
Borrower, and who have agreed to keep such information confidential in accordance with the terms of
this Section, but in any event the Agent and the Lenders may make disclosure: (a) to any of their
respective affiliates (provided they shall agree to keep such information confidential in
accordance with the terms of this Section 12.8.); (b) as reasonably requested by any potential or
actual Assignee, Participant or other transferee in connection with the contemplated transfer of
any Commitment or participations therein as permitted hereunder (provided they shall agree to keep
such information confidential in accordance with the terms of this Section); (c) as required or
requested by any Governmental Authority or representative thereof or pursuant to legal process or
in connection with any legal proceedings or as otherwise required by Applicable Law; (d) to the
Agent’s or such Lender’s independent auditors and other professional advisors (provided they shall
be notified of the confidential nature of the information); (e) after the happening and during the
continuance of an Event of Default, to any other Person, in connection with the exercise by the
Agent or the Lenders of rights hereunder or under any of the other Credit Documents; (f) upon
Borrower’s prior consent (which consent shall not be unreasonably withheld), to any contractual
counter-parties to any swap or similar hedging agreement or to any rating agency; and (g) to the
extent such information (x) becomes publicly available other than as a result of a breach of this
Section actually known to such Lender to be such a breach or (y) becomes available to the Agent or
any Lender on a nonconfidential basis from a source other than the Borrower or any Affiliate who is
not, to the actual knowledge of the Agent or such Lender, subject to an agreement or duty of
confidentiality with respect thereto. Notwithstanding the foregoing, the Agent and each Lender may
disclose any such confidential information, without notice to the Borrower or any other Loan Party,
to Governmental Authorities in connection with any regulatory examination of the Agent or such
Lender or in accordance with the regulatory compliance policy of the Agent or such Lender.




	 	 	Section 12.9. Indemnification.	 





(a) The Borrower shall and hereby agrees to indemnify, defend and hold harmless the Agent,
each of the Lenders, any affiliate of the Agent or any Lender, and their respective directors,
officers, shareholders, agents, employees and counsel (each referred to herein as an “Indemnified
Party”) from and against any and all of the following (collectively, the “Indemnified Costs”):
losses, costs, claims, damages, liabilities, deficiencies, judgments or reasonable expenses of
every kind and nature (including, without limitation, amounts paid in settlement, court costs and
the reasonable fees and disbursements of counsel incurred in connection with any litigation,
investigation, claim or proceeding or any advice rendered in connection therewith, but excluding
losses, costs, claims, damages, liabilities, deficiencies, judgments or expenses indemnification in
respect of which is specifically covered by Section 3.9. or 4.1. or expressly excluded from the
coverage of such Section 3.9. or 4.1.) incurred by an Indemnified Party in connection with, arising
out of, or by reason of, any suit, cause of action, claim, arbitration, investigation or
settlement, consent decree or other proceeding (the foregoing referred to herein as an “Indemnity
Proceeding”) which is in any way related directly or indirectly to: (i) this Agreement or any other
Credit Document or the transactions contemplated thereby; (ii) the making of the Loan, or any
portion thereof; (iii) any actual or proposed use by the Borrower of the proceeds of the Loan;
(iv) the Agent’s or any Lender’s entering into this Agreement; (v) the fact that the Agent and the
Lenders have established the credit facility evidenced hereby in favor of the Borrower; (vi) the
fact that the Agent and the Lenders are creditors of the Borrower and have or are alleged to have
information regarding the financial condition, strategic plans or business operations of the
Borrower and the Subsidiaries; (vii) the fact that the Agent and the Lenders are material creditors
of the Borrower and are alleged to influence directly or indirectly the business decisions or
affairs of the Borrower and the Subsidiaries or their financial condition; (viii) the exercise of
any right or remedy the Agent or the Lenders may have under this Agreement or the other Credit
Documents; (ix) any civil penalty or fine assessed by the OFAC against, and all reasonable costs
and expenses (including counsel fees and disbursements) incurred in connection with defense thereof
by, the Agent or any Lender as a result of conduct of the Borrower, any other Loan Party or any
Subsidiary that violates a sanction enforced by the OFAC; or (x) any violation or non-compliance by
the Borrower or any Subsidiary of any Applicable Law (including any Environmental Law) including,
but not limited to, any Indemnity Proceeding commenced by (A) the Internal Revenue Service or state
taxing authority or (B) any Governmental Authority or other Person under any Environmental Law,
including any Indemnity Proceeding commenced by a Governmental Authority or other Person seeking
remedial or other action to cause the Borrower or its Subsidiaries (or its respective properties)
(or the Agent and/or the Lenders as successors to the Borrower) to be in compliance with such
Environmental Laws; provided, however, that the Borrower shall not be obligated to indemnify any
Indemnified Party for (A) any acts or omissions of such Indemnified Party in connection with
matters described in this subsection to the extent arising from the gross negligence or willful
misconduct of such Indemnified Party, as determined by a court of competent jurisdiction in a
final, non-appealable judgment; (B) Indemnified Costs to the extent arising directly out of or
resulting directly from claims of the Borrower against an Indemnified Party in respect of such
Indemnified Party’s breach of its obligations to the Borrower hereunder or (C) Indemnified Costs to
the extent arising directly out of or resulting directly from claims of one or more Indemnified
Parties against another Indemnified Party.



(b) The Borrower’s indemnification obligations under this Section 12.9. shall apply to all
Indemnity Proceedings arising out of, or related to, the foregoing whether or not an Indemnified
Party is a named party in such Indemnity Proceeding. In this regard, this indemnification shall
cover all Indemnified Costs of any Indemnified Party in connection with any deposition of any
Indemnified Party or compliance with any subpoena (including any subpoena requesting the production
of documents). This indemnification shall, among other things, apply to any Indemnity Proceeding
commenced by other creditors of the Borrower or any Subsidiary, any shareholder of the Borrower or
any Subsidiary (whether such shareholder(s) are prosecuting such Indemnity Proceeding in their
individual capacity or derivatively on behalf of the Borrower), any account debtor of the Borrower
or any Subsidiary or by any Governmental Authority. If indemnification is to be sought
hereunder by an Indemnified Party, then such Indemnified Party shall notify the Borrower of the
commencement of any Indemnity Proceeding; provided, however, that the failure to so notify the
Borrower shall not relieve the Borrower from any liability that it may have to such Indemnified
Party pursuant to this Section 12.9.



(c) This indemnification shall apply to any Indemnity Proceeding arising during the pendency
of any bankruptcy proceeding filed by or against the Borrower and/or any Subsidiary.



(d) All out-of-pocket fees and expenses of, and all amounts paid to third-persons by, an
Indemnified Party shall be advanced by the Borrower at the request of such Indemnified Party
notwithstanding any claim or assertion by the Borrower that such Indemnified Party is not entitled
to indemnification hereunder, upon receipt of an undertaking by such Indemnified Party that such
Indemnified Party will reimburse the Borrower if it is actually and finally determined by a court
of competent jurisdiction that such Indemnified Party is not so entitled to indemnification
hereunder.



(e) An Indemnified Party may conduct its own investigation and defense of, and may formulate
its own strategy with respect to, any Indemnity Proceeding covered by this Section and, as provided
above, all Indemnified Costs incurred by such Indemnified Party shall be reimbursed by the
Borrower. No action taken by legal counsel chosen by an Indemnified Party in investigating or
defending against any such Indemnity Proceeding shall vitiate or in any way impair the obligations
and duties of the Borrower hereunder to indemnify and hold harmless each such Indemnified Party;
provided, however, that if (i) the Borrower is required to indemnify an Indemnified Party pursuant
hereto and (ii) the Borrower has provided evidence reasonably satisfactory to such Indemnified
Party that the Borrower has the financial wherewithal to reimburse such Indemnified Party for any
amount paid by such Indemnified Party with respect to such Indemnity Proceeding, such Indemnified
Party shall not settle or compromise any such Indemnity Proceeding without the prior written
consent of the Borrower (which consent shall not be unreasonably withheld or delayed).
Notwithstanding the foregoing, an Indemnified Party may settle or compromise any such Indemnity
Proceeding without the prior written consent of the Borrower where (x) no monetary relief is sought
against such Indemnified Party in such Indemnity Proceeding or (y) there is an allegation of a
violation of law by such Indemnified Party.



(f) If and to the extent that the obligations of the Borrower under this Section are
unenforceable for any reason, the Borrower hereby agrees to make the maximum contribution to the
payment and satisfaction of such obligations which is permissible under Applicable Law.



(g) The Borrower’s obligations under this Section shall survive any termination of this
Agreement and the other Credit Documents and the payment in full in cash of the Obligations, and
are in addition to, and not in substitution of, any other of their obligations set forth in this
Agreement or any other Credit Document to which it is a party.




	 	 	Section 12.10. Termination; Survival.	 





At such time as (a) none of the Lenders is obligated any longer under this Agreement to make
any Loan and (b) all Obligations (other than obligations which survive as provided in the following
two sentences) have been paid and satisfied in full, this Agreement shall terminate. The
indemnities to which the Agent and the Lenders are entitled under the provisions of Sections 3.9.,
4.1., 4.4., 11.7., 12.2. and 12.9. and any other provision of this Agreement and the other Credit
Documents, and the provisions of Section 12.4., shall continue in full force and effect and shall
protect the Agent and the Lenders (i) notwithstanding any termination of this Agreement, or of the
other Credit Documents, against events arising after such termination as well as before and (ii) at
all times after any such party ceases to be a party to this Agreement with respect to all matters
and events existing on or prior to the date such party ceased to be a party to this Agreement.




	 	 	Section 12.11. Severability of Provisions.	 





Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or
unenforceability without invalidating the remainder of such provision or the remaining provisions
or affecting the validity or enforceability of such provision in any other jurisdiction.



Section 12.12. Dispute Resolution.



(a) Arbitration. Except to the extent expressly provided below, any Dispute shall,
upon the request of either party, be determined by binding arbitration in accordance with the
Federal Arbitration Act, Title 9, United States Code (or if not applicable, the applicable state
law), the then-current rules for arbitration of financial services disputes of AAA and the
“Special Rules” set forth below. In the event of any inconsistency, the Special Rules shall
control. The filing of a court action is not intended to constitute a waiver of the right of
Borrower or Lender, including the suing party, thereafter to require submittal of the Dispute to
arbitration. Any party to this Agreement may bring an action, including a summary or expedited
proceeding, to compel arbitration of any Dispute in any court having jurisdiction over such
action. For the purposes of this Dispute Resolution Section only, the terms “party” and “parties”
shall include any parent corporation, subsidiary or affiliate of Lender involved in the servicing,
management or administration of any obligation described in or evidenced by this Agreement,
together with the officers, employees, successors and assigns of each of the foregoing.



(b) Special Rules.




(i) The arbitration shall be conducted in any U.S. state where real or tangible
personal property collateral is located, or if there is no such collateral, in the City and
County where Lender is located pursuant to its address for notice purposes in this
Agreement.




(ii) The arbitration shall be administered by AAA, who will appoint an arbitrator. If
AAA is unwilling or unable to administer or legally precluded from administering the
arbitration, or if AAA is unwilling or unable to enforce or legally precluded from enforcing
any and all provisions of this Dispute Resolution Section, then any party to this Agreement
may substitute another arbitration organization that has similar procedures to AAA and that
will observe and enforce any and all provisions of this Dispute Resolution Section. All
Disputes shall be determined by one arbitrator; however, if the amount in controversy in a
Dispute exceeds Five Million Dollars ($5,000,000), upon the request of any party, the
Dispute shall be decided by three arbitrators (for purposes of this Agreement, referred to
collectively as the “arbitrator”).




(iii) All arbitration hearings will be commenced within ninety (90) days of the demand
for arbitration and completed within ninety (90) days from the date of commencement;
provided, however, that upon a showing of good cause, the arbitrator shall be permitted to
extend the commencement of such hearing for up to an additional sixty (60) days.




(iv) The judgment and the award, if any, of the arbitrator shall be issued within
thirty (30) days of the close of the hearing. The arbitrator shall provide a concise
written statement setting forth the reasons for the judgment and for the award, if any. The
arbitration award, if any, may be submitted to any court having jurisdiction to be confirmed
and enforced, and such confirmation and enforcement shall not be subject to arbitration.




(v) The arbitrator will give effect to statutes of limitations and any waivers thereof
in determining the disposition of any Dispute and may dismiss one or more claims in the
arbitration on the basis that such claim or claims is or are barred. For purposes of the
application of the statute of limitations, the service on AAA under applicable AAA rules of
a notice of Dispute is the equivalent of the filing of a lawsuit.




(vi) Any dispute concerning this arbitration provision, including any such dispute as
to the validity or enforceability of this provision, or whether a Dispute is arbitrable,
shall be determined by the arbitrator; provided, however, that the arbitrator shall not be
permitted to vary the express provisions of these Special Rules or the Reservations of
Rights in subsection (c) below.




(vii) The arbitrator shall have the power to award legal fees and costs pursuant to the
terms of this Agreement.




(viii) The arbitration will take place on an individual basis without reference to,
resort to, or consideration of any form of class or class action.




(c) Reservations of Rights. Nothing in this Agreement shall be deemed to
(i) limit the applicability of any otherwise applicable statutes of limitation and any
waivers contained in this Agreement, or (ii) apply to or limit the right of Agent or any
Lender (A) to exercise self help remedies such as (but not limited to) setoff, or (B) to
foreclose judicially or nonjudicially against any real or personal property collateral, or
to exercise judicial or nonjudicial power of sale rights, (C) to obtain from a court
provisional or ancillary remedies such as (but not limited to) injunctive relief, writ of
possession, prejudgment attachment, or the appointment of a receiver, or (D) to pursue
rights against a party to this Agreement in a third-party proceeding in any action brought
against such Lender or the Agent in a state, federal or international court, tribunal or
hearing body (including actions in specialty courts, such as bankruptcy and patent courts).
The Agent or any Lender may exercise the rights set forth in clauses (A) through (D),
inclusive, before, during or after the pendency of any arbitration proceeding brought
pursuant to this Agreement. Neither the exercise of self help remedies nor the institution
or maintenance of an action for foreclosure or provisional or ancillary remedies shall
constitute a waiver of the right of any party, including the claimant in any such action, to
arbitrate the merits of the Dispute occasioning resort to such remedies. No provision in
the Loan Documents regarding submission to jurisdiction and/or venue in any court is
intended or shall be construed to be in derogation of the provisions in any Loan Document
for arbitration of any Dispute.



(d) Conflicting Provisions for Dispute Resolution. If there is any conflict between
the terms, conditions and provisions of this Section and those of any other provision or agreement
for arbitration or dispute resolution, the terms, conditions and provisions of this Section shall
prevail as to any Dispute arising out of or relating to (i) this Agreement, (ii) any other Credit
Document, (iii) any related agreements or instruments, or (iv) the transaction contemplated herein
or therein (including any claim based on or arising from an alleged personal injury or business
tort). In any other situation, if the resolution of a given Dispute is specifically governed by
another provision or agreement for arbitration or dispute resolution, the other provision or
agreement shall prevail with respect to said Dispute.



(e) JURY TRIAL WAIVER IN ARBITRATION. BY AGREEING TO THIS SECTION, THE PARTIES
IRREVOCABLY AND VOLUNTARILY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
DISPUTE.



12.13 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF FLORIDA APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH
STATE.



12.14 Forum.



Borrower hereby irrevocably submits generally and unconditionally for itself and in respect of
its property to the jurisdiction of any state court or any United States federal court sitting in
the State specified in the governing law section of this Agreement and to the jurisdiction of any
state court or any United States federal court sitting in the state in which the Agent is located,
over any Dispute. Borrower hereby irrevocably waives, to the fullest extent permitted by Law, any
objection that Borrower may now or hereafter have to the laying of venue in any such court and any
claim that any such court is an inconvenient forum. Borrower hereby agrees and consents that, in
addition to any methods of service of process provided for under applicable law, all service of
process in any such suit, action or proceeding in any state court or any United States federal
court sitting in the state specified in the governing law section of this Agreement may be made by
certified or registered mail, return receipt requested, directed to Borrower at its address for
notice set forth in this Agreement, or at a subsequent address of which the Agent or any Lender
received actual notice from Borrower in accordance with the notice section of this Agreement, and
service so made shall be complete five (5) days after the same shall have been so mailed. Nothing
herein shall affect the right of Agent or any Lender to serve process in any manner permitted by
Law or limit the right of Agent or any Lender to bring proceedings against Borrower in any other
court or jurisdiction.



12.15 Waiver Of Jury Trial.



WITHOUT INTENDING IN ANY WAY TO LIMIT THE PARTIES’ AGREEMENT TO ARBITRATE ANY “DISPUTE” AS SET
FORTH IN THIS AGREEMENT, TO THE EXTENT ANY “DISPUTE” IS NOT SUBMITTED TO ARBITRATION OR IS DEEMED
BY THE ARBITRATOR OR BY ANY COURT WITH JURISDICTION TO BE NOT ARBITRABLE OR NOT REQUIRED TO BE
ARBITRATED, BORROWER AND LENDER WAIVE TRIAL BY JURY IN RESPECT OF ANY SUCH “DISPUTE” AND ANY ACTION
ON SUCH “DISPUTE.” THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY BORROWER AND
LENDER, AND BORROWER AND LENDER HEREBY REPRESENT THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE
BEEN MADE BY ANY PERSON OR ENTITY TO INDUCE THIS WAIVER OF TRIAL BY JURY OR TO IN ANY WAY MODIFY OR
NULLIFY ITS EFFECT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THE LOAN
DOCUMENTS. BORROWER AND LENDER ARE EACH HEREBY AUTHORIZED TO FILE A COPY OF THIS SECTION IN ANY
PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER OF JURY TRIAL. BORROWER FURTHER REPRESENTS AND
WARRANTS THAT IT HAS BEEN REPRESENTED IN THE SIGNING OF THIS AGREEMENT AND IN THE MAKING OF THIS
WAIVER BY INDEPENDENT LEGAL COUNSEL, OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED BY INDEPENDENT
LEGAL COUNSEL SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS
WAIVER WITH COUNSEL.




	 	 	Section 12.16. Patriot Act.	 





The Lenders and the Agent each hereby notifies the Borrower that pursuant to the requirements
of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), it is
required to obtain, verify and record information that identifies the Borrower, which information
includes the name and address of the Borrower and other information that will allow such Lender or
the Agent, as applicable, to identify the Borrower in accordance with such Act.




	 	 	Section 12.17. Counterparts.	 





This Agreement and any amendments, waivers, consents or supplements may be executed in any
number of counterparts and by different parties hereto in separate counterparts, each of which when
so executed and delivered shall be deemed an original, but all of which counterparts together shall
constitute but one and the same instrument.




	 	 	Section 12.18. Obligations with Respect to Loan Parties.	 





The obligations of the Borrower to direct or prohibit the taking of certain actions by the
other Loan Parties as specified herein shall be absolute and not subject to any defense the
Borrower may have that the Borrower does not control such Loan Parties.




	 	 	Section 12.19. Limitation of Liability.	 





Neither the Agent nor any Lender, nor any affiliate, officer, director, employee, attorney, or
agent of the Agent or any Lender shall have any liability with respect to, and the Borrower hereby
waives, releases, and agrees not to sue any of them upon, any claim for any special, indirect,
incidental, or consequential damages suffered or incurred by the Borrower in connection with,
arising out of, or in any way related to, this Agreement or any of the other Credit Documents, or
any of the transactions contemplated by this Agreement or any of the other Credit Documents. The
Borrower hereby waives, releases, and agrees not to sue the Agent or any Lender or any of the
Agent’s or any Lender’s affiliates, officers, directors, employees, attorneys, or agents for
punitive damages in respect of any claim in connection with, arising out of, or in any way related
to, this Agreement or any of the other Credit Documents, or any of the transactions contemplated by
this Agreement or financed hereby.




	 	 	Section 12.20. Entire Agreement.	 





This Agreement, the Notes, and the other Credit Documents referred to herein embody the final,
entire agreement among the parties hereto and supersede any and all prior commitments, agreements,
representations, and understandings, whether written or oral, relating to the subject matter hereof
and thereof and may not be contradicted or varied by evidence of prior, contemporaneous, or
subsequent oral agreements or discussions of the parties hereto. There are no oral agreements
among the parties hereto.




	 	 	Section 12.21. Construction.	 





The Agent, the Borrower and each Lender acknowledge that each of them has had the benefit of
legal counsel of its own choice and has been afforded an opportunity to review this Agreement and
the other Credit Documents with its legal counsel and that this Agreement and the other Credit
Documents shall be construed as if jointly drafted by the Agent, the Borrower and each Lender.



[Signatures on Following Pages]




2




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



	 	 	 	 	 
	THE ST. JOE COMPANY







	 
	By: /s/ Stephen W. Solomon

	 

	Print Name: Stephen W. Solomon

	 

	Title: Senior Vice President and Treasurer

	 







[Signatures Continued on Next Page]





3






[Signature Page to Credit Agreement dated as of

July 28, 2006 with The St. Joe Company]




	 
	BANK OF AMERICA, N.A., as Administrative Agent, and as a Lender
	By: /s/ Denise M. Bell
	Print Name: Denise M. Bell
	Title: Senior Vice President
	 

	Commitment Amount:

	$100,000,000.00**

** Bank of America’s Commitment Amount will be reduced upon syndication of the

Loan and the joinder of an additional Lender(s) to this Agreement, and will be

reduced by an amount equal to the aggregate commitment amount of such

additional Lender(s)

	 

	Lending Office:

	101 East Kennedy Boulevard

Mail Code FL1-400-06-10, 6th Floor

Tampa, Florida 33602







[Signatures Continued on Next Page]





4






[Signature Page to Credit Agreement dated as of

July 28, 2006 with The St. Joe Company]




	 
	, as Lender

	 

	By:

	 

	Print Name:

	 

	Title:

	 

	Commitment Amount: $

	 

	Lending Office:







5



EXHIBIT “A”




FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT




THIS ASSIGNMENT AND ACCEPTANCE AGREEMENT dated as of      , 200     (the “Agreement”) by
and among      (the “Assignor”),      (the “Assignee”),
and BANK OF AMERICA, N.A., as Agent (the “Agent”).



WHEREAS, the Assignor is a Lender under that certain Credit Agreement dated as of July 28,
2006 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), by and among The St. Joe Company (the “Borrower”), the financial institutions party
thereto and their assignees under Section 12.5. thereof (the “Lenders”), the Agent, and the other
parties thereto;



WHEREAS, the Assignor desires to assign to the Assignee, among other things, all or a portion
of the Assignor’s Commitment under the Credit Agreement, all on the terms and conditions set forth
herein; and



WHEREAS, the Agent consents to such assignment on the terms and conditions set forth herein;



NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
hereby are acknowledged by the parties hereto, the parties hereto hereby agree as follows:



Section 1. Assignment.



(a) Subject to the terms and conditions of this Agreement and in consideration of the payment
to be made by the Assignee to the Assignor pursuant to Section 2 of this Agreement, effective as of
     , 200     (the “Assignment Date”), the Assignor hereby irrevocably sells, transfers and
assigns to the Assignee, without recourse, a $     interest (such interest being the
“Assigned Commitment”) in and to the Assignor’s Commitment and all of the other rights and
obligations of the Assignor under the Credit Agreement, the Assignor’s Note and the other Credit
Documents (representing      % in respect of the aggregate amount of all Lenders’ Commitments),
including without limitation, a principal amount of outstanding Loans equal to $     and all
voting rights of the Assignor associated with the Assigned Commitment, all rights to receive
interest on such amount of Loans and all facility and other Fees with respect to the Assigned
Commitment and other rights of the Assignor under the Credit Agreement and the other Credit
Documents with respect to the Assigned Commitment. The Assignee, subject to the terms and
conditions hereof, hereby assumes all obligations of the Assignor as a Lender with respect to the
Assigned Commitment, which obligations shall include, but shall not be limited to, the obligation
to make the portions of the Loan to the Borrower with respect to the Assigned Commitment, and the
obligation to indemnify the Agent as provided in the Credit Agreement (the foregoing enumerated
obligations, together with all other similar obligations more particularly set forth in the Credit
Agreement and the other Credit Documents, collectively, the “Assigned Obligations”). The Assignor
shall have no further duties or obligations with respect to, and shall have no further interest in,
the Assigned Obligations or the Assigned Commitment from and after the Assignment Date.



(b) The assignment by the Assignor to the Assignee hereunder is without recourse to the
Assignor. The Assignee makes and confirms to the Agent, the Assignor, and the other Lenders all of
the representations, warranties and covenants of a Lender under Article XI. of the Credit
Agreement. Not in limitation of the foregoing, the Assignee acknowledges and agrees that, except
as set forth in Section 4 below, the Assignor is making no representations or warranties with
respect to, and the Assignee hereby releases and discharges the Assignor for any responsibility or
liability for: (i) the present or future solvency or financial condition of the Borrower, any
Subsidiary or any other Loan Party, (ii) any representations, warranties, statements or information
made or furnished by the Borrower, any Subsidiary or any other Loan Party in connection with the
Credit Agreement or otherwise, (iii) the validity, efficacy, sufficiency, or enforceability of the
Credit Agreement, any other Credit Document or any other document or instrument executed in
connection therewith, or the collectibility of the Assigned Obligations, (iv) the perfection,
priority or validity of any Lien with respect to any collateral at any time securing the
Obligations or the Assigned Obligations under the Notes or the Credit Agreement and (v) the
performance or failure to perform by the Borrower or any other Loan Party of any obligation under
the Credit Agreement or any other Credit Document to which it is a party. Further, the Assignee
acknowledges that it has, independently and without reliance upon the Agent, or any affiliate or
subsidiary thereof, the Assignor or any other Lender and based on the financial statements supplied
by the Borrower and such other documents and information as it has deemed appropriate, made its own
credit and legal analysis and decision to become a Lender under the Credit Agreement. The Assignee
also acknowledges that it will, independently and without reliance upon the 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
Agreement or any other Credit Documents or pursuant to any other obligation. Except as expressly
provided in the Credit Agreement, the Agent shall have no duty or responsibility whatsoever, either
initially or on a continuing basis, to provide the Assignee with any credit or other information
with respect to the Borrower or any other Loan Party or to notify the Assignee of any Default or
Event of Default. The Assignee has not relied on the Agent as to any legal or factual matter in
connection therewith or in connection with the transactions contemplated thereunder.



Section 2. Payment by Assignee. In consideration of the assignment made pursuant to
Section 1 of this Agreement, the Assignee agrees to pay to the Assignor on the Assignment Date,
such amount as they may agree.



Section 3. Payments by Assignor. The Assignor agrees to pay to the Agent on the
Assignment Date the administration fee, if any, payable under the applicable provisions of the
Credit Agreement.



Section 4. Representations and Warranties of Assignor. The Assignor hereby
represents and warrants to the Assignee that (a) as of the Assignment Date (i) the Assignor is a
Lender under the Credit Agreement having a Commitment under the Credit Agreement (without
reduction by any assignments thereof which have not yet become effective), equal to $     ,
and that the Assignor is not in default of its obligations under the Credit Agreement; and (ii) the
outstanding balance of the Loan owing to the Assignor (without reduction by any assignments thereof
which have not yet become effective) is $     ; and (b) it is the legal and beneficial owner
of the Assigned Commitment which is free and clear of any adverse claim created by the Assignor.



Section 5. Representations, Warranties and Agreements of Assignee. The Assignee
(a) represents and warrants that it is (i) legally authorized to enter into this Agreement, (ii) an
“accredited investor” (as such term is used in Regulation D of the Securities Act) and (iii) an
Eligible Assignee; (b) confirms that it has received a copy of the Credit Agreement, together with
copies of the most recent financial statements delivered in connection therewith or pursuant
thereto and such other documents and information (including without limitation the Credit
Documents) as it has deemed appropriate to make its own credit analysis and decision to enter into
this Agreement; (c) appoints and authorizes the Agent to take such action as contractual
representative on its behalf and to exercise such powers under the Credit Documents as are
delegated to the Agent by the terms thereof together with such powers as are reasonably incidental
thereto; and (d) agrees that, if not already a Lender and to the extent of the Assigned Commitment,
it will become a party to and shall be bound by the Credit Agreement and the other Credit Documents
to which the other Lenders are a party on the Assignment Date and will perform in accordance
therewith all of the obligations which are required to be performed by it as a Lender with respect
to the Assigned Commitment.



Section 6. Recording and Acknowledgment by the Agent. Following the execution of
this Agreement, the Assignor will deliver to the Agent (a) a duly executed copy of this Agreement
for acknowledgment and recording by the Agent and (b) the Assignor’s Revolving Note. Upon such
acknowledgment and recording, from and after the Assignment Date, the Agent shall make all payments
in respect of the interest assigned hereby (including payments of principal, interest, Fees and
other amounts) to the Assignee. The Assignor and Assignee shall make all appropriate adjustments
in payments under the Credit Agreement for periods prior to the Assignment Date directly between
themselves.



Section 7. Addresses. The Assignee specifies as its address for notices and its
Lending Office for the Loan, the offices set forth on Schedule 1 attached hereto.



Section 8. Payment Instructions. All payments to be made to the Assignee under this
Agreement by the Assignor, and all payments to be made to the Assignee under the Credit Agreement,
shall be made as provided in the Credit Agreement in accordance with the instructions set forth on
Schedule 1 attached hereto or as the Assignee may otherwise notify the Agent.



Section 9. Effectiveness of Assignment. This Agreement, and the Assignment and
Acceptance Agreement contemplated herein, shall not be effective until (a) this Agreement is
executed and delivered by each of the Assignor, the Assignee, the Agent, and if required under
Section 12.5.(d) of the Credit Agreement, the Borrower, and (b) the payment to the Assignor of the
amounts, if any, owing by the Assignee pursuant to Section 2 hereof and (c) the payment to the
Agent of the amounts, if any, owing by the Assignor pursuant to Section 3 hereof. Upon recording
and acknowledgment of this Agreement by the Agent, from and after the Assignment Date, (i) the
Assignee shall be a party to the Credit Agreement with respect to the Assigned Commitment and have
the rights and obligations of a Lender thereunder to the extent of the Assigned Commitment and
(ii) the Assignor shall relinquish its rights (except as otherwise provided in Section 12.10. of
the Credit Agreement) and be released from its obligations under the Credit Agreement with respect
to the Assigned Commitment; provided, however, that if the Assignor does not assign its entire
interest under the Credit Documents, it shall remain a Lender entitled to all of the benefits and
subject to all of the obligations thereunder with respect to its Commitment.



Section 10. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF FLORIDA APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY
PERFORMED, IN SUCH STATE.



Section 11. Counterparts. This Agreement may be executed in any number of
counterparts each of which, when taken together, shall constitute one and the same agreement.



Section 12. Headings. Section headings have been inserted herein for convenience
only and shall not be construed to be a part hereof.



Section 13. Amendments; Waivers. This Agreement may not be amended, changed, waived
or modified except by a writing executed by the Assignee and the Assignor; provided, however, any
amendment, waiver or consent which shall affect the rights or duties of the Agent under this
Agreement shall not be effective unless signed by the Agent.



Section 14. Entire Agreement. This Agreement embodies the entire agreement between
the Assignor and the Assignee with respect to the subject matter hereof and supersedes all other
prior arrangements and understandings relating to the subject matter hereof.



Section 15. Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and permitted assigns.



Section 16. Definitions. Terms not otherwise defined herein are used herein with the
respective meanings given them in the Credit Agreement.



SECTION 17. INTERCREDITOR AGREEMENT. THE ASSIGNEE AGREES AND ACKNOWLEDGES THAT THE
RIGHTS AND REMEDIES OF THE AGENT AND THE LENDERS UNDER THE CREDIT DOCUMENTS ARE SUBJECT TO THE
TERMS AND CONDITIONS OF THE INTERCREDITOR AGREEMENT. THE ASSIGNEE CONFIRMS THAT IT HAS RECEIVED A
COPY OF THE INTERCREDITOR AGREEMENT AND THAT BY BECOMING A LENDER THE ASSIGNEE IS BOUND BY THE TERM
OF THE INTERCREDITOR AGREEMENT APPLICABLE TO THE LENDERS.



[Include this Section only if Borrower’s consent is required under Section 12.5.(d)
Section 18. Agreements of the Borrower. The Borrower hereby agrees that the Assignee
shall be a Lender under the Credit Agreement having a Commitment equal to the Assigned Commitment.
The Borrower agrees that the Assignee shall have all of the rights and remedies of a Lender under
the Credit Agreement and the other Credit Documents, including, but not limited to, the right of a
Lender to receive payments of principal and interest with respect to the Assigned Obligations, and
to the portion of the Loan made by the Lenders after the date hereof and to receive the commitment
and other Fees payable to the Lenders as provided in the Credit Agreement. Further, the Assignee
shall be entitled to the indemnification provisions from the Borrower in favor of the Lenders as
provided in the Credit Agreement and the other Credit Documents. The Borrower further agrees, upon
the execution and delivery of this Agreement, to execute in favor of the Assignee, and if
applicable the Assignor, Notes as required by Section 12.5.(d) of the Credit Agreement. Upon
receipt by the Assignor of the amounts due the Assignor under Section 2, the Assignor agrees to
surrender to the Borrower such Assignor’s Notes.]



[Signatures on Following Pages]





6






IN WITNESS WHEREOF, the parties hereto have duly executed this Assignment and Acceptance
Agreement as of the date and year first written above.




	 	 	 	ASSIGNOR:






	 	 	 	[NAME OF ASSIGNOR]






By:

Name:

Title:





	 	 	 	ASSIGNEE:






	 	 	 	[NAME OF ASSIGNEE]






By:

Name:

Title:





	 	 	Accepted as of the date first written above.	 






	 	 	AGENT:	 






	 	 	BANK OF AMERICA, N.A., as Agent	 





By:



Name:



Title:



[Signatures Continued on Following Page]






7







	 	 	[Include signature of the Borrower only if required
under Section 12.5.(d) of the Credit Agreement]	 






	 	 	Agreed and consented to as of the
date first written above.	 






	 	 	BORROWER:	 





THE ST. JOE COMPANY



By:



Name:



Title:



8



SCHEDULE 1




Information Concerning the Assignee





	 	 	 	Notice Address:






Telephone No.:


Telecopy No.:




	 	 	 	Lending Office:






Telephone No.:


Telecopy No.:




	 	 	 	Payment Instructions:





9




S.CONTEXHIBIT “B”




FORM OF GUARANTY




GUARANTY




THIS GUARANTY dated as of July 28, 2006, executed and delivered by each of the undersigned and
the other Persons from time to time party hereto pursuant to the execution and delivery of an
Accession Agreement in the form of Annex I hereto (all of the undersigned, together with
such other Persons each a “Guarantor” and collectively, the “Guarantors”) in favor of (a) Bank of
America, N.A., in its capacity as Administrative Agent (the “Agent”) for the Lenders under that
certain Credit Agreement dated as of July 28, 2006 (as amended, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”), by and among The St. Joe Company (the
“Borrower”), the financial institutions party thereto and their assignees under Section 12.5.
thereof (the “Lenders”), the Agent, and the other parties thereto, and (b) the Lenders.



WHEREAS, the Borrower and each of the Guarantors, though separate legal entities, are mutually
dependent on each other in the conduct of their respective businesses as an integrated operation
and have determined it to be in their mutual best interests to obtain financing from the Agent and
the Lenders through their collective efforts;



WHEREAS, each Guarantor acknowledges that it has and will receive direct and indirect benefits
from the Agent and the Lenders making such financial accommodations available to the Borrower under
the Credit Agreement and, accordingly, each Guarantor was and is willing to guarantee the
Borrower’s obligations to the Agent and the Lenders on the terms and conditions contained herein;
and



WHEREAS, each Guarantor’s execution and delivery of this Guaranty is a condition to the Agent
and the Lenders making, and continuing to make, such financial accommodations to the Borrower.



NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by each Guarantor, each Guarantor as follows:



Section 1. Guaranty. Each Guarantor hereby absolutely, irrevocably and
unconditionally guaranties the due and punctual payment and performance when due, whether at stated
maturity, by acceleration or otherwise, of all of the following (collectively referred to as the
“Total Obligations”): (a) all indebtedness and obligations owing by the Borrower to any Lender or
the Agent under or in connection with the Credit Agreement and any other Credit Document, including
without limitation, the repayment of all principal of the Loan, and the payment of all interest,
Fees, charges, attorneys’ fees and other amounts payable to any Lender or the Agent thereunder or
in connection therewith; (b) any and all extensions, renewals, modifications, amendments or
substitutions of the foregoing; (c) all expenses, including, without limitation, reasonable
attorneys’ fees and disbursements, that are incurred by the Lenders and the Agent in the
enforcement of any of the foregoing or any obligation of such Guarantor hereunder; and (d) all
other Obligations.



Section 2. Guaranty of Payment and Not of Collection. This Guaranty is a guaranty of
payment, and not of collection, and a debt of each Guarantor for its own account. Accordingly,
none of the Lenders or the Agent shall be obligated or required before enforcing this Guaranty
against any Guarantor: (a)  to pursue any right or remedy any of them may have against the
Borrower, any other Guarantor or any other Person or commence any suit or other proceeding against
the Borrower, any other Guarantor or any other Person in any court or other tribunal; (b) to make
any claim in a liquidation or bankruptcy of the Borrower, any other Guarantor or any other Person;
or (c) to make demand of the Borrower, any other Guarantor or any other Person or to enforce or
seek to enforce or realize upon any collateral security held by the Lenders or the Agent which may
secure any of the Total Obligations.



Section 3. Guaranty Absolute. Each Guarantor guarantees that the Total Obligations
will be paid strictly in accordance with the terms of the documents evidencing the same, regardless
of any Applicable Law now or hereafter in effect in any jurisdiction affecting any of such terms or
the rights of the Agent or the Lenders with respect thereto. The liability of each Guarantor under
this Guaranty shall be absolute, irrevocable and unconditional in accordance with its terms and
shall remain in full force and effect without regard to, and shall not be released, suspended,
discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever,
including without limitation, the following (whether or not such Guarantor consents thereto or has
notice thereof):



(a) (i) any change in the amount, interest rate or due date or other term of any of the Total
Obligations, (ii) any change in the time, place or manner of payment of all or any portion of the
Total Obligations, (iii) any amendment or waiver of, or consent to the departure from or other
indulgence with respect to, the Credit Agreement, any other Credit Document, or any other document
or instrument evidencing or relating to any Total Obligations, or (iv) any waiver, renewal,
extension, addition, or supplement to, or deletion from, or any other action or inaction under or
in respect of, the Credit Agreement, any of the other Credit Documents, or any other documents,
instruments or agreements relating to the Total Obligations or any other instrument or agreement
referred to therein or evidencing any Total Obligations or any assignment or transfer of any of the
foregoing;



(b) any lack of validity or enforceability of the Credit Agreement, any of the other Credit
Documents, or any other document, instrument or agreement referred to therein or evidencing any
Total Obligations or any assignment or transfer of any of the foregoing;



(c) any furnishing to the Agent or the Lenders of any security for the Total Obligations, or
any sale, exchange, release or surrender of, or realization on, any Collateral securing any of the
Obligations;



(d) any settlement or compromise of any of the Total Obligations, any security therefor, or
any liability of any other party with respect to the Total Obligations, or any subordination of the
payment of the Total Obligations to the payment of any other liability of the Borrower or any other
Loan Party;



(e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution,
liquidation or other like proceeding relating to such Guarantor, the Borrower, any other Loan Party
or any other Person, or any action taken with respect to this Guaranty by any trustee or receiver,
or by any court, in any such proceeding;



(f) any act or failure to act by the Borrower, any other Loan Party or any other Person which
may adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover
payments made under this Guaranty;



(g) any nonperfection or impairment of any security interest or other Lien on any collateral,
if any, securing in any way any of the Obligations;



(h) any application of sums paid by the Borrower, any other Guarantor or any other Person with
respect to the liabilities of the Borrower to the Agent or the Lenders, regardless of what
liabilities of the Borrower remain unpaid;



(i) any defect, limitation or insufficiency in the borrowing powers of the Borrower or in the
exercise thereof; or



(j) any other circumstance which might otherwise constitute a defense available to, or a
discharge of, a Guarantor hereunder (other than indefeasible payment and performance in full).



Section 4. Action with Respect to Total Obligations. The Lenders and the Agent may,
at any time and from time to time, without the consent of, or notice to, any Guarantor, and without
discharging any Guarantor from its obligations hereunder, take any and all actions described in
Section 3 and may otherwise: (a) amend, modify, alter or supplement the terms of any of the Total
Obligations, including, but not limited to, extending or shortening the time of payment of any of
the Total Obligations or changing the interest rate that may accrue on any of the Total
Obligations; (b) amend, modify, alter or supplement the Credit Agreement or any other Credit
Document; (c) sell, exchange, release or otherwise deal with all, or any part, of any collateral
securing any of the Obligations; (d) release any other Loan Party or other Person liable in any
manner for the payment or collection of the Total Obligations; (e) exercise, or refrain from
exercising, any rights against the Borrower, any other Guarantor or any other Person; and (f) apply
any sum, by whomsoever paid or however realized, to the Total Obligations in such order as the
Lenders shall elect.



Section 5. Representations and Warranties. Each Guarantor hereby makes to the Agent
and the Lenders all of the representations and warranties made by the Borrower with respect to or
in any way relating to such Guarantor in the Credit Agreement and the other Credit Documents, as if
the same were set forth herein in full.



Section 6. Covenants. Each Guarantor will comply with all covenants which the
Borrower is to cause such Guarantor to comply with under the terms of the Credit Agreement or any
of the other Credit Documents.



Section 7. Waiver. Each Guarantor, to the fullest extent permitted by Applicable
Law, hereby waives notice of acceptance hereof or any presentment, demand, protest or notice of any
kind, and any other act or thing, or omission or delay to do any other act or thing, which in any
manner or to any extent might vary the risk of such Guarantor or which otherwise might operate to
discharge such Guarantor from its obligations hereunder.



Section 8. Inability to Accelerate Loan. If the Agent and/or the Lenders are
prevented under Applicable Law or otherwise from demanding or accelerating payment of any of the
Total Obligations by reason of any automatic stay or otherwise, the Agent and/or the Lenders shall
be entitled to receive from each Guarantor, upon demand therefor, the sums which otherwise would
have been due had such demand or acceleration occurred.



Section 9. Reinstatement of Total Obligations. If claim is ever made on the Agent or
any Lender for repayment or recovery of any amount or amounts received in payment or on account of
any of the Total Obligations, and the Agent or such Lender repays all or part of said amount by
reason of (a) any judgment, decree or order of any court or administrative body of competent
jurisdiction, or (b) any settlement or compromise of any such claim effected by the Agent or such
Lender with any such claimant (including the Borrower or a trustee in bankruptcy for the
Borrower), then and in such event each Guarantor agrees that any such judgment, decree, order,
settlement or compromise shall be binding on it, notwithstanding any revocation hereof or the
cancellation of the Credit Agreement, any of the other Credit Documents, or any other instrument
evidencing any liability of the Borrower, and such Guarantor shall be and remain liable to the
Agent or such Lender for the amounts so repaid or recovered to the same extent as if such amount
had never originally been paid to the Agent or such Lender.



Section 10. Subrogation. Upon the making by any Guarantor of any payment hereunder
for the account of the Borrower, such Guarantor shall be subrogated to the rights of the payee
against the Borrower; provided, however, that such Guarantor shall not enforce any right or receive
any payment by way of subrogation or otherwise take any action in respect of any other claim or
cause of action such Guarantor may have against the Borrower arising by reason of any payment or
performance by such Guarantor pursuant to this Guaranty, unless and until all of the Total
Obligations have been indefeasibly paid and performed in full. If any amount shall be paid to such
Guarantor on account of or in respect of such subrogation rights or other claims or causes of
action, such Guarantor shall hold such amount in trust for the benefit of the Agent and the Lenders
and shall forthwith pay such amount to the Agent to be credited and applied against the Total
Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement or
to be held by the Agent as collateral security for any Total Obligations existing.



Section 11. Payments Free and Clear. All sums payable by each Guarantor hereunder,
whether of principal, interest, Fees, expenses, premiums or otherwise, shall be paid in full,
without set-off or counterclaim or any deduction or withholding whatsoever (including any Taxes),
and if any Guarantor is required by Applicable Law or by a Governmental Authority to make any such
deduction or withholding, such Guarantor shall pay to the Agent and the Lenders such additional
amount as will result in the receipt by the Agent and the Lenders of the full amount payable
hereunder had such deduction or withholding not occurred or been required.



Section 12. Set-off. In addition to any rights now or hereafter granted under any of
the other Credit Documents or Applicable Law and not by way of limitation of any such rights, each
Guarantor hereby authorizes the Agent and each Lender, at any time during the continuance of an
Event of Default, without any prior notice to such Guarantor or to any other Person, any such
notice being hereby expressly waived, but in the case of a Lender or Participant subject to receipt
of the prior written consent of the Agent exercised in its sole discretion, to set off and to
appropriate and to apply any and all deposits (general or special, including, but not limited to,
indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other
indebtedness at any time held or owing by the Agent, such Lender, or any affiliate of the Agent or
such Lender, to or for the credit or the account of such Guarantor against and on account of any of
the Total Obligations, although such obligations shall be contingent or unmatured. Each Guarantor
agrees, to the fullest extent permitted by Applicable Law, that any Participant may exercise rights
of setoff or counterclaim and other rights with respect to its participation as fully as if such
Participant were a direct creditor of such Guarantor in the amount of such participation.



Section 13. Subordination. Each Guarantor hereby expressly covenants and agrees for
the benefit of the Agent and the Lenders that all obligations and liabilities of the Borrower to
such Guarantor of whatever description, including without limitation, all intercompany receivables
of such Guarantor from the Borrower (collectively, the “Junior Claims”) shall be subordinate and
junior in right of payment to all Total Obligations. If an Event of Default shall exist, then no
Guarantor shall accept any direct or indirect payment (in cash, property or securities, by setoff
or otherwise) from the Borrower on account of or in any manner in respect of any Junior Claim until
all of the Total Obligations have been indefeasibly paid in full.



Section 14. Avoidance Provisions. It is the intent of each Guarantor, the Agent and
the Lenders that in any Proceeding, such Guarantor’s maximum obligation hereunder shall equal, but
not exceed, the maximum amount which would not otherwise cause the obligations of such Guarantor
hereunder (or any other obligations of such Guarantor to the Agent and the Lenders) to be avoidable
or unenforceable against such Guarantor in such Proceeding as a result of Applicable Law, including
without limitation, (a) Section 548 of the Bankruptcy Code of 1978, as amended (the “Bankruptcy
Code”) and (b) any state fraudulent transfer or fraudulent conveyance act or statute applied in
such Proceeding, whether by virtue of Section 544 of the Bankruptcy Code or otherwise. The
Applicable Laws under which the possible avoidance or unenforceability of the obligations of such
Guarantor hereunder (or any other obligations of such Guarantor to the Agent and the Lenders) shall
be determined in any such Proceeding are referred to as the “Avoidance Provisions”. Accordingly,
to the extent that the obligations of any Guarantor hereunder would otherwise be subject to
avoidance under the Avoidance Provisions, the maximum Total Obligations for which such Guarantor
shall be liable hereunder shall be reduced to that amount which, as of the time any of the Total
Obligations are deemed to have been incurred under the Avoidance Provisions, would not cause the
obligations of such Guarantor hereunder (or any other obligations of such Guarantor to the Agent
and the Lenders), to be subject to avoidance under the Avoidance Provisions. This Section is
intended solely to preserve the rights of the Agent and the Lenders hereunder to the maximum extent
that would not cause the obligations of any Guarantor hereunder to be subject to avoidance under
the Avoidance Provisions, and no Guarantor or any other Person shall have any right or claim under
this Section as against the Agent and the Lenders that would not otherwise be available to such
Person under the Avoidance Provisions.



Section 15. Information. Each Guarantor assumes all responsibility for being and
keeping itself informed of the financial condition of the Borrower and the other Guarantors, and of
all other circumstances bearing upon the risk of nonpayment of any of the Total Obligations and the
nature, scope and extent of the risks that such Guarantor assumes and incurs hereunder, and agrees
that neither the Agent nor any of the Lenders shall have any duty whatsoever to advise any
Guarantor of information regarding such circumstances or risks.



Section 16. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF FLORIDA APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY
PERFORMED, IN SUCH STATE.



SECTION 17. WAIVER OF JURY TRIAL.



(a) EACH PARTY HERETO ACKNOWLEDGES THAT ANY DISPUTE OR CONTROVERSY BETWEEN OR AMONG ANY
GUARANTOR, THE AGENT OR ANY OF THE LENDERS WOULD BE BASED ON DIFFICULT AND COMPLEX ISSUES OF LAW
AND FACT AND WOULD RESULT IN DELAY AND EXPENSE TO THE PARTIES. ACCORDINGLY, TO THE EXTENT
PERMITTED BY APPLICABLE LAW, EACH OF THE LENDERS, THE AGENT AND EACH GUARANTOR HEREBY WAIVES ITS
RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING OF ANY KIND OR NATURE IN ANY COURT OR TRIBUNAL
IN WHICH AN ACTION MAY BE COMMENCED BY OR AGAINST ANY PARTY HERETO ARISING OUT OF THIS GUARANTY OR
ANY OTHER CREDIT DOCUMENT OR BY REASON OF ANY OTHER SUIT, CAUSE OF ACTION OR DISPUTE WHATSOEVER
BETWEEN OR AMONG ANY GUARANTOR, THE AGENT OR ANY OF THE LENDERS OF ANY KIND OR NATURE RELATING TO
ANY OF THE CREDIT DOCUMENTS.



(b) EACH OF THE GUARANTORS, THE AGENT AND EACH LENDER HEREBY AGREES THAT THE FEDERAL DISTRICT
COURT LOCATED IN NORTH CAROLINA AND ANY STATE COURT LOCATED IN CHARLOTTE, NORTH CAROLINA, SHALL
HAVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN OR AMONG ANY GUARANTOR, THE
AGENT OR ANY OF THE LENDERS, PERTAINING DIRECTLY OR INDIRECTLY TO THIS GUARANTY OR ANY OTHER CREDIT
DOCUMENT OR TO ANY MATTER ARISING HEREFROM OR THEREFROM. EACH GUARANTOR AND EACH OF THE LENDERS
EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR PROCEEDING COMMENCED
IN SUCH COURTS WITH RESPECT TO SUCH CLAIMS OR DISPUTES. EACH PARTY FURTHER WAIVES ANY OBJECTION
THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT
OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT FORUM AND EACH AGREES NOT TO PLEAD
OR CLAIM THE SAME. THE CHOICE OF FORUM SET FORTH IN THIS SECTION SHALL NOT BE DEEMED TO PRECLUDE
THE BRINGING OF ANY ACTION BY THE AGENT OR ANY LENDER OR THE ENFORCEMENT BY THE AGENT OR ANY LENDER
OF ANY JUDGMENT OBTAINED IN SUCH FORUM IN ANY OTHER APPROPRIATE JURISDICTION.



(c) THE PROVISIONS OF THIS SECTION HAVE BEEN CONSIDERED BY EACH PARTY WITH THE ADVICE OF
COUNSEL AND WITH A FULL UNDERSTANDING OF THE LEGAL CONSEQUENCES THEREOF, AND SHALL SURVIVE THE
PAYMENT OF THE LOAN AND ALL OTHER AMOUNTS PAYABLE HEREUNDER OR UNDER THE OTHER CREDIT DOCUMENTS,
THE TERMINATION OR EXPIRATION OF ALL LETTERS OF CREDIT AND THE TERMINATION OF THIS GUARANTY.



Section 18. Loan Accounts. The Agent and each Lender may maintain books and accounts
setting forth the amounts of principal, interest and other sums paid and payable with respect to
the Total Obligations, and in the case of any dispute relating to any of the outstanding amount,
payment or receipt of any of the Total Obligations or otherwise, the entries in such books and
accounts shall be deemed conclusive evidence of the amounts and other matters set forth herein,
absent manifest error. The failure of the Agent or any Lender to maintain such books and accounts
shall not in any way relieve or discharge any Guarantor of any of its obligations hereunder.



Section 19. Waiver of Remedies. No delay or failure on the part of the Agent or any
Lender in the exercise of any right or remedy it may have against any Guarantor hereunder or
otherwise shall operate as a waiver thereof, and no single or partial exercise by the Agent or any
Lender of any such right or remedy shall preclude any other or further exercise thereof or the
exercise of any other such right or remedy.



Section 20. Termination. This Guaranty shall remain in full force and effect until
indefeasible payment in full of the Total Obligations and the other Obligations and the termination
or cancellation of the Credit Agreement in accordance with its terms.



Section 21. Successors and Assigns. Each reference herein to the Agent or the
Lenders shall be deemed to include such Person’s respective successors and assigns (including, but
not limited to, any holder of the Total Obligations) in whose favor the provisions of this Guaranty
also shall inure, and each reference herein to each Guarantor shall be deemed to include such
Guarantor’s successors and assigns, upon whom this Guaranty also shall be binding. The Lenders
may, in accordance with the applicable provisions of the Credit Agreement, assign, transfer or sell
any Total Obligation, or grant or sell participations in any Total Obligations, to any Person
without the consent of, or notice to, any Guarantor and without releasing, discharging or modifying
any Guarantor’s obligations hereunder. Subject to Section 12.8. of the Credit Agreement, each
Guarantor hereby consents to the delivery by the Agent or any Lender to any Assignee or Participant
(or any prospective Assignee or Participant) of any financial or other information regarding the
Borrower or any Guarantor. No Guarantor may assign or transfer its rights or obligations hereunder
to any Person without the prior written consent of all Lenders and any such assignment or other
transfer to which all of the Lenders have not so consented shall be null and void.



Section 22. JOINT AND SEVERAL OBLIGATIONS. THE OBLIGATIONS OF THE GUARANTORS
HEREUNDER SHALL BE JOINT AND SEVERAL, AND ACCORDINGLY, EACH GUARANTOR CONFIRMS THAT IT IS LIABLE
FOR THE FULL AMOUNT OF THE “TOTAL OBLIGATIONS” AND ALL OF THE OBLIGATIONS AND LIABILITIES OF EACH
OF THE OTHER GUARANTORS HEREUNDER.



Section 23. Amendments. This Guaranty may not be amended except in writing signed by
the Requisite Lenders (or all of the Lenders if required under the terms of the Credit Agreement),
the Agent and each Guarantor.



Section 24. Payments. All payments to be made by any Guarantor pursuant to this
Guaranty shall be made in Dollars, in immediately available funds to the Agent at the Principal
Office, not later than 2:00 p.m. on the date of demand therefor.



Section 25. Notices. All notices, requests and other communications hereunder shall
be in writing (including facsimile transmission or similar writing) and shall be given (a) to each
Guarantor at its address set forth below its signature hereto, (b) to the Agent or any Lender at
its respective address for notices provided for in the Credit Agreement, or (c) as to each such
party at such other address as such party shall designate in a written notice to the other parties.
Each such notice, request or other communication shall be effective (i) if mailed, when received;
(ii) if telecopied, when transmitted; or (iii) if hand delivered, when delivered; provided,
however, that any notice of a change of address for notices shall not be effective until received.



Section 26. Severability. In case any provision of this Guaranty shall be invalid,
illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.



Section 27. Headings. Section headings used in this Guaranty are for convenience
only and shall not affect the construction of this Guaranty.



Section 28. Limitation of Liability. Neither the Agent nor any Lender, nor any
affiliate, officer, director, employee, attorney, or agent of the Agent or any Lender, shall have
any liability with respect to, and each Guarantor hereby waives, releases, and agrees not to sue
any of them upon, any claim for any special, indirect, incidental, or consequential damages
suffered or incurred by a Guarantor in connection with, arising out of, or in any way related to,
this Guaranty or any of the other Credit Documents, or any of the transactions contemplated by this
Guaranty, the Credit Agreement or any of the other Credit Documents. Each Guarantor hereby waives,
releases, and agrees not to sue the Agent or any Lender or any of the Agent’s or any Lender’s
affiliates, officers, directors, employees, attorneys, or agents for punitive damages in respect of
any claim in connection with, arising out of, or in any way related to, this Guaranty, the Credit
Agreement or any of the other Credit Documents, or any of the transactions contemplated by Credit
Agreement or financed thereby.



Section 29. Definitions. (a) For the purposes of this Guaranty:



“Proceeding” means any of the following: (i) a voluntary or involuntary case
concerning any Guarantor shall be commenced under the Bankruptcy Code of 1978, as amended; (ii) a
custodian (as defined in such Bankruptcy Code or any other applicable bankruptcy laws) is appointed
for, or takes charge of, all or any substantial part of the property of any Guarantor; (iii) any
other proceeding under any Applicable Law, domestic or foreign, relating to bankruptcy, insolvency,
reorganization, winding-up or composition for adjustment of debts, whether now or hereafter in
effect, is commenced relating to any Guarantor; (iv) any Guarantor is adjudicated insolvent or
bankrupt; (v) any order of relief or other order approving any such case or proceeding is entered
by a court of competent jurisdiction; (vi) any Guarantor makes a general assignment for the benefit
of creditors; (vii) any Guarantor shall fail to pay, or shall state that it is unable to pay, or
shall be unable to pay, its debts generally as they become due; (viii) any Guarantor shall call a
meeting of its creditors with a view to arranging a composition or adjustment of its debts;
(ix) any Guarantor shall by any act or failure to act indicate its consent to, approval of or
acquiescence in any of the foregoing; or (x) any corporate action shall be taken by any Guarantor
for the purpose of effecting any of the foregoing.



(b) Terms not otherwise defined herein are used herein with the respective meanings given them
in the Credit Agreement.



[Signature on Next Page]





10






IN WITNESS WHEREOF, each Guarantor has duly executed and delivered this Guaranty as of the
date and year first written above.



	 
	 

	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 Company

(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:      

Stephen W. Solomon, as its Manager or Senior

Vice President, as the case may be




	 
	 

	ST. JOE CAPITAL I, INC.

By:     

David F. Childers, III

President

	 

	RESIDENTIAL COMMUNITY TITLE COMPANY

By:     

Christine M. Marx

Vice President







	 	 	 
	Address for Notices:

	 	

	c/o The St. Joe Company

245 Riverside Avenue, Suite 500

Jacksonville, Florida 32202

Attn: Stephen W. Solomon

Telephone:

Telecopy:

	 	







(904) 301-4348

(904) 301-4201
	 
	 	 






11




	 	 	 
	 
	 	 
	Agreed and Acknowledged:

	 	

	 
	 	 
	BANK OF AMERICA, N.A., as Agent

	 	

	 
	 	 
	By:

	 	

	Name:

	 	

	Title:

	 	

	 
	 	 






12




ANNEX 1




ACCESSION AGREEMENT




THIS ACCESSION AGREEMENT dated as of      , 200     , executed and delivered by
     , a      (the “New Guarantor”), in favor of (a) BANK OF AMERICA,
N.A., in its capacity as Agent (the “Agent”) for the Lenders under that certain Credit Agreement
dated as of July 28, 2006 (as amended, restated, supplemented or otherwise modified from time to
time, the “Credit Agreement”), by and among The St. Joe Company (the “Borrower”), the financial
institutions party thereto and their assignees under Section 12.5. thereof (the “Lenders”), the
Agent, and the other parties thereto, and (b) the Lenders.



WHEREAS, pursuant to the Credit Agreement, the Agent and the Lenders have agreed to make
available to the Borrower certain financial accommodations on the terms and conditions set forth in
the Credit Agreement;



WHEREAS, the Borrower, the New Guarantor, and the existing Guarantors, though separate legal
entities, are mutually dependent on each other in the conduct of their respective businesses as an
integrated operation and have determined it to be in their mutual best interests to obtain
financing from the Agent and the Lenders through their collective efforts;



WHEREAS, the New Guarantor acknowledges that it will receive direct and indirect benefits from
the Agent and the Lenders making such financial accommodations available to the Borrower under the
Credit Agreement and, accordingly, the New Guarantor is willing to guarantee the Borrower’s
obligations to the Agent and the Lenders on the terms and conditions contained herein; and



WHEREAS, the New Guarantor’s execution and delivery of this Agreement is a condition to the
Agent and the Lenders continuing to make such financial accommodations to the Borrower.



NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by the New Guarantor, the New Guarantor agrees as follows:



Section 1. Accession to Guaranty. The New Guarantor hereby agrees that it is a
“Guarantor” under that certain Guaranty dated as of July 28, 2006 (as amended, supplemented,
restated or otherwise modified from time to time, the “Guaranty”), made by each Subsidiary of the
Borrower a party thereto in favor of the Agent and the Lenders and assumes all obligations of a
“Guarantor” thereunder and agrees to be bound thereby, all as if the New Guarantor had been an
original signatory to the Guaranty. Without limiting the generality of the foregoing, the New
Guarantor hereby:



(a) irrevocably and unconditionally guarantees the due and punctual payment and performance
when due, whether at stated maturity, by acceleration or otherwise, of all Total Obligations (as
defined in the Guaranty);



(b) makes to the Agent and the Lenders as of the date hereof each of the representations and
warranties contained in Section 5 of the Guaranty and agrees to be bound by each of the covenants
contained in Section 6 of the Guaranty; and



(c) consents and agrees to each provision set forth in the Guaranty.



SECTION 2. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF FLORIDA APPLICABLE TO CONTRACTS EXECUTED, AND
TO BE FULLY PERFORMED, IN SUCH STATE.



Section 3. Definitions. Capitalized terms used herein and not otherwise defined
herein shall have their respective defined meanings given them in the Credit Agreement.



[Signatures on Next Page]






13






IN WITNESS WHEREOF, the New Guarantor has caused this Accession Agreement to be duly executed
and delivered under seal by its duly authorized officers as of the date first written above.




[NEW GUARANTOR]




By:

Name:

Title:




	 	 	 
	Address for Notices:

	 	

	c/o The St. Joe Company

245 Riverside Avenue, Suite 500

Jacksonville, Florida 32202

Attn: Stephen W. Solomon

Telephone:

Telecopy:

	 	







(904) 301-4348

(904) 301-4201
	 
	 	 
	Accepted:

	 	

	 
	 	 
	BANK OF AMERICA, N.A., as Agent

	 	

	 
	 	 
	By:

	 	

	Name:

	 	

	Title:

	 	












14






EXHIBIT “C”




FORM OF NOTE




Promissory Note




$100,000,000.00 July 28, 2006



FOR VALUE RECEIVED, The St. Joe Company, a Florida corporation (“Borrower”), hereby
promises to pay to the order of Bank of America, N.A., a national banking association (together
with any and all of its successors and assigns and/or any other holder of this Note,
“Lender”), without offset, in immediately available funds in lawful money of the United
States of America, at Post Office Box 31590, Mail Code FL1-400-06-10, Tampa, Florida 33631, the
principal sum of One Hundred Million and 00/100 Dollars ($100,000,000.00) (or the unpaid balance of
all principal advanced against this Note, if that amount is less), together with interest on the
unpaid principal balance of this Note from day to day outstanding as hereinafter provided.



Section 1.1 Payment Schedule and Maturity Date. Prior to maturity, accrued and unpaid
interest shall be due and payable as set forth in Section 2.2(b) of the Credit Agreement. The
entire principal balance of this Note then unpaid, together with all accrued and unpaid interest
and all other amounts payable hereunder and under the other Loan Documents (as hereinafter
defined), shall be due and payable in full on the Termination Date (as defined in the Credit
Agreement).



Section 1.2 Extension Option. Lender shall grant a request by Borrower to extend
the Termination Date to July 31, 2007, upon and subject to the following terms and conditions:



(a) Basic Conditions. Unless otherwise agreed by Lender in writing:




(i) Borrower shall request the extension, if at all, by written notice to
Lender not less than thirty (30) days prior to January 31, 2007.




(ii) At the time of the request, and at the time of the extension, there
shall not exist any Event of Default, nor any condition or state of facts
which after notice and/or lapse of time would constitute an Event of Default.




(iii) At the time of the extension, all requirements set forth in Section
2.7 of the Credit Agreement for extension of the Termination Date shall have
been satisfied.




(iv) Whether or not the extension becomes effective, Borrower shall pay
all out-of-pocket costs and expenses incurred by Lender in connection with the
proposed extension (pre- and post-closing), including all reasonable
attorneys’ fees actually incurred by Lender; all such costs and expenses
incurred up to the time of Lender’s written agreement to the extension shall
be due and payable prior to Lender’s execution of that agreement (or if the
proposed extension does not become effective, then upon demand by Lender), and
any future failure to pay such amounts shall constitute a default under the
Loan Documents.



Section 2 Loan Documents. This Note, the Credit Agreement of even date herewith
between the Borrower, the Lender (as administrative agent) and Banc of America Securities LLC (as
Sole Lead Arranger, as Sole Book Manager and as Sole Syndication Agent) (as the same may from time
to time be amended, restated, modified or supplemented, the “Credit Agreement”) and all
other documents now or hereafter securing, guaranteeing or executed in connection with the loan
evidenced by this Note (the “Loan”), as the same may from time to time be amended,
restated, modified or supplemented, are herein sometimes called individually a “Loan
Document” and together the “Loan Documents.” Capitalized terms not defined herein
shall have the meaning given to them in the Credit Agreement.



Section 3.1 The Principal Debt from day to day outstanding which is not past due shall bear
interest at a rate per annum equal to the Interest Rate following (computed as provided in
Section 3.4 hereof) as applicable:




(a) On Base Rate Principal, on any day, the Base Rate; and




(b) On LIBOR Rate Principal, for the applicable Interest Period, the applicable
LIBOR Rate.



Section 3.2 Interest Rate Elections.




(a) Subject to the conditions and limitations in this Note and in the Credit Agreement,
Borrower may by written notice to Lender in the form specified by Agent (a “Rate
Election Notice”):




(i) Elect, for a new advance of funds, that such Principal Debt will be
Base Rate Principal, LIBOR Rate Principal or a combination thereof;




(ii) Elect to convert, on a LIBOR Business Day, all or part of Base
Rate Principal into LIBOR Rate Principal;




(iii) Elect to convert, on the last day of the Interest Period
applicable thereto, all or part of any LIBOR Rate Principal into Base Rate
Principal; or




(iv) Elect to continue, commencing on the last day of the Interest
Period applicable thereto, any LIBOR Rate Principal.



If, for any reason, an effective election is not made in accordance with the terms and
conditions of this Note for any principal advance or for any LIBOR Rate Principal for which the
corresponding Interest Period is expiring, or to convert Base Rate Principal to LIBOR Rate
Principal, then the sums in question will be Base Rate Principal until an effective LIBOR Rate
Election is thereafter made for such sums.




(b) Each Rate Election Notice must be received by Lender not later than 10:00 a.m. on
the applicable date as follows:




(i) With respect to an advance of or conversion to Base Rate Principal,
one (1) Business Day prior to the proposed date of advance or conversion;
and




(ii) With respect to an advance of, conversion to or continuation of
LIBOR Rate Principal, three (3) LIBOR Business Days prior to the proposed
date of advance, conversion or continuation.



Unless otherwise specified herein, no conversion from LIBOR Rate Principal may be made other
than at the end of the corresponding Interest Period. Each Rate Election Notice shall stipulate:
(A) the amount of the advance or of the Principal Debt to be converted or continued; (B) the nature
of the proposed advance, conversion or continuation, which shall be either Base Rate Principal,
LIBOR Rate Principal or a combination thereof, and in the case of a conversion or continuation, the
nature of the Principal Debt to be converted or continued; and (C) in the case of LIBOR Rate
Principal, the proposed commencement date and duration of the Interest Period. All such notices
shall be irrevocable once given, and shall be deemed to have been given only when actually received
by Lender in writing in a form specified by Lender.



Section 3.3 General Conditions Precedent to LIBOR Rate Election. In addition to any
other conditions herein, a LIBOR Rate Election shall not be permitted if:




(a) An Event of Default has occurred and has not been waived by Lender or a Potential
Default has occurred and is continuing; or




(b) After giving effect to the requested LIBOR Rate Election, the sum of all LIBOR Rate
Principal plus all Base Rate Principal would exceed the principal face amount of this Note;
or




(c) The requested LIBOR Rate Election would cause more than four (4) LIBOR Rate
Elections by Borrower to be in effect at any one time; or




(d) The amount of LIBOR Rate Principal requested in the LIBOR Rate Election is other
than $5,000,000.00 and integral multiples of $1,000,000.00 in excess of that amount; or




(e) The requested interest period does not conform to the definition of Interest Period
herein; or




(f) Any of the circumstances referred to in Section 3.5 hereof shall apply with
respect to the requested LIBOR Rate Election or the requested LIBOR Rate Principal.



Section 3.4 Computations and Determinations. All interest 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). Lender shall determine each interest rate applicable to the Principal
Debt in accordance with this Note and its determination thereof shall be conclusive in the absence
of manifest error. The books and records of Lender shall be conclusive evidence, in the absence of
manifest error, of all sums owing to Lender from time to time under this Note, but the failure to
record any such information shall not limit or affect the obligations of Borrower under the Loan
Documents.



Section 3.5 Unavailability of Rate. If, with respect to any LIBOR Rate Election, or
any LIBOR Rate Principal outstanding hereunder, Lender determines that no adequate basis exists for
determining the LIBOR Rate or that the LIBOR Rate will not adequately and fairly reflect the cost
to Lender of funding or maintaining the applicable LIBOR Rate Principal for such Interest Period,
or that any applicable Law, or any request or directive (whether or not having the force of law) of
any Tribunal, or compliance therewith by Lender, prohibits or restricts or makes impossible the
making or maintaining of such LIBOR Rate Election or LIBOR Rate Principal or the charging of
interest on such LIBOR Rate Principal, and Lender so notifies Borrower, then until Lender notifies
Borrower that the circumstances giving rise to such suspension no longer exist, (a) the obligation
of Lender to permit such LIBOR Rate Election shall be suspended and (b) all existing affected LIBOR
Rate Principal shall automatically become Base Rate Principal, either (i) on the last day of the
corresponding Interest Period (if Lender determines that it may lawfully continue to fund and
maintain the affected LIBOR Rate Principal to such day); or (ii) immediately (if Lender determines
that it may not lawfully continue to fund and maintain the affected LIBOR Rate Principal to such
day) and in such case Borrower will not be obligated to pay any Consequential Loss imposed as a
result thereof.



Section 3.6 Increased Cost and Reduced Return. If at any time after the date hereof,
Lender (which shall include, for purposes of this Section 3.6, any corporation controlling
Lender) determines that the adoption or modification of any applicable Law regarding taxation,
Lender’s required levels of reserves, deposits, insurance or capital (including any allocation of
capital requirements or conditions), or similar requirements, or any interpretation or
administration thereof by any Tribunal or compliance by Lender with any of such requirements, has
or would have the effect of (a) increasing Lender’s costs related to the Indebtedness, or
(b) reducing the yield or rate of return of Lender on the Indebtedness, to a level below that which
Lender could have achieved but for the adoption or modification of any such requirements, Borrower
shall, within fifteen (15) days of any request by Lender, pay to Lender such additional amounts as
(in Lender’s sole judgment, after good faith and reasonable computation) will compensate Lender for
such increase in costs or reduction in yield or rate of return of Lender. No failure by Lender to
immediately demand payment of any additional amounts payable hereunder shall constitute a waiver of
Lender’s right to demand payment of any such amounts at any subsequent time. Nothing herein
contained shall be construed or shall so operate as to require Borrower to pay any interest, fees,
costs or charges greater than is permitted by applicable Law.



Section 3.7 Past Due Rate. If any amount payable by Borrower under any Loan Document
is not paid when due (without regard to any applicable grace periods), such amount shall thereafter
bear interest at the Past Due Rate (as defined below) to the fullest extent permitted by applicable
Law. Accrued and unpaid interest or past due amounts (including interest on past due interest)
shall be due and payable on demand, at a fluctuating rate per annum (the “Past Due Rate”)
equal to the interest rate currently being charged under this Note, whether such rate is based on
the Prime Rate or the Adjusted LIBOR Rate, plus four hundred (400) basis points.



Section 3.8 Additional Defined Terms. In addition to other terms defined herein, as
used herein the following terms shall have the meanings indicated, unless the context otherwise
requires:



“Adjusted LIBOR Rate” means the quotient obtained by dividing (a) the applicable
London Interbank Offered Rate by (b) 1.00 minus the LIBOR Reserve Percentage.



"Applicable Margin” has the definition set forth in the Credit Agreement.



“Base Rate” means the per annum rate of interest equal to the greater of (a) the Prime
Rate or (b) the Federal Funds Rate plus one-half of one percent (0.5%). Any change in the Base Rate
resulting from a change in the Prime Rate or the Federal Funds Rate shall become effective as of
12:01 a.m. on the Business Day on which each such change occurs. The Base Rate is a reference rate
used by the Lender acting as the Agent in determining interest rates on certain loans and is not
intended to be the lowest rate of interest charged by the Lender acting as the Agent or any other
Lender on any extension of credit to any debtor.



“Base Rate Margin” means the Applicable Margin (as defined herein).



“Base Rate Principal” means, at any time, the Principal Debt minus the portion, if
any, of such Principal Debt which is LIBOR Rate Principal.



“Indebtedness” means any and all of the indebtedness to Lender evidenced, governed or
secured by or arising under this Note or any other Loan Document.



“Interest Period” means with respect to any LIBOR Rate Principal, the period
commencing on the date such LIBOR Rate Principal is disbursed or on the date on which the Principal
Debt or any portion thereof is converted into or continued as such LIBOR Rate Principal, and ending
on the date one (1), two (2) or three (3) months thereafter, as elected by Borrower in the
applicable Rate Election Notice; provided that:




(i) Each Interest Period must commence on a LIBOR Business Day;




(ii) In the case of the continuation of LIBOR Rate Principal, the Interest Period
applicable after the continuation of such LIBOR Rate Principal shall commence on the last
day of the preceding Interest Period;




(iii) The last day for each Interest Period and the actual number of days during the
Interest Period shall be determined by Lender using the practices of the London interbank
market; and




(iv) No Interest Period shall extend beyond the Maturity Date, and any Interest Period
which begins before the Maturity Date and would otherwise end after the Maturity Date shall
instead end on the Maturity Date.



“Laws” means all constitutions, treaties, statutes, laws, ordinances, regulations,
rules, orders, writs, injunctions, or decrees of the United States of America, any state or
commonwealth, any municipality, any foreign country, any territory or possession, or any Tribunal.



“LIBOR Business Day” means a Business Day which is also a London Banking Day.



“LIBOR Margin” means the Applicable Margin (as defined herein).



“LIBOR Rate” means for any applicable Interest Period for any LIBOR Rate Principal, a
simple rate per annum equal to the sum of the LIBOR Margin plus the Adjusted LIBOR Rate.



“LIBOR Rate Election” means an election by Borrower of an applicable LIBOR Rate in
accordance with this Note.



“LIBOR Rate Principal” means any portion of the Principal Debt which bears interest
at an applicable LIBOR Rate at the time in question.



“LIBOR Reserve Percentage” means, with respect to any applicable Interest Period, 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 (including basic, supplemental, emergency, special and marginal reserves)
generally applicable to financial institutions regulated by the Federal Reserve Board comparable in
size and type to Lender, 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 LIBOR
Rate Principal is determined), whether or not Lender has any Eurocurrency liabilities or such
requirement otherwise in fact applies to Lender. The LIBOR Rate shall be adjusted automatically as
of the effective date of each change in the LIBOR Reserve Percentage.



“London Banking Day” means a day on which banks in London are open for business and
dealing in offshore dollars.



“London Interbank Offered Rate” and “LIBOR” each mean, with respect to any applicable
Interest Period, the rate per annum equal to the British Bankers Association LIBOR Rate (“BBA
LIBOR”), as published by Reuters (or other commercially available source providing quotations of
BBA LIBOR as selected by Lender from time to time) at approximately 11:00 a.m. London time two (2)
London Banking Days before the commencement of the Interest Period, for deposits in U.S. Dollars
(for delivery on the first day of such Interest Period) with a term equivalent to such Interest
Period. If such rate is not available at such time for any reason, then the rate for that Interest
Period will be determined by such alternate method as reasonably selected by Lender.



“Note” means this promissory note, and any renewals, extensions, amendments or
supplements hereof.



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



“Prime Rate” means, on any day, the rate of interest per annum then most recently
established by Lender as its “prime rate,” it being understood and agreed that such rate is set by
Lender as a general reference rate of interest, taking into account such factors as Lender may deem
appropriate, that it is not necessarily the lowest or best rate actually charged to any customer or
a favored rate, that it may not correspond with future increases or decreases in interest rates
charged by other lenders or market rates in general, and that Lender may make various business or
other loans at rates of interest having no relationship to such rate. If Lender (including any
subsequent holder of this Note) ceases to exist or to establish or publish a prime rate from which
the Prime Rate is then determined, the applicable variable rate from which the Prime Rate is
determined thereafter shall be instead the prime rate reported in The Wall Street Journal
(or the average prime rate if a high and a low prime rate are therein reported), and the Prime Rate
shall change without notice with each change in such prime rate as of the date such change is
reported.



“Principal Debt” means the aggregate unpaid principal balance of this Note at the time
in question.



“Tribunal” means any state, commonwealth, federal, foreign, territorial or other court
or governmental department, commission, board, bureau, district, authority, agency, central bank,
or instrumentality, or any arbitration authority.



Section 4 Prepayment.




(a) Borrower may prepay the principal balance of this Note, in full at any time or in
part from time to time, provided that: (i) Lender shall have actually received from Borrower
prior irrevocable written notice (the “Prepayment Notice”) of Borrower’s intent to
prepay, the amount of principal which will be prepaid (the “Prepaid Principal”), and
the date on which the prepayment will be made; (ii) each prepayment shall be in the amount
of $5,000,000.00 or a larger integral multiple of $1,000,000.00 (unless the prepayment
retires the outstanding balance of this Note in full); and (iii) each prepayment shall be in
the amount of 100% of the Prepaid Principal, plus accrued unpaid interest thereon to the
date of prepayment, plus any other sums which have become due to Lender under the Loan
Documents on or before the date of prepayment but have not been paid; and (v) no portion of
LIBOR Rate Principal may be prepaid except on the last day of the Interest Period applicable
thereto, unless (X) the prior written consent of Lender is obtained which consent, if given,
shall provide, without limitation, the manner and order in which the prepayment is to be
applied to the Indebtedness, or (Y) Borrower pays to Lender any Consequential Loss as a
result thereof, in accordance with Section 4(b) below. If this Note is prepaid in
full, any commitment of Lender for further advances shall automatically terminate.




(b) Within fifteen (15) days after request by Lender (or at the time of any
prepayment), Borrower shall pay to Lender such amount or amounts as will compensate Lender
for any loss, cost, expense, penalty, claim or liability, including any loss incurred in
obtaining, prepaying, liquidating or employing deposits or other funds from third parties
and any loss of revenue, profit or yield, as determined by Lender in its judgment reasonably
exercised (together, “Consequential Loss”) incurred by Lender with respect to any
LIBOR Rate, including any LIBOR Rate Election or LIBOR Rate Principal as a result of: (i)
the failure of Borrower to make any payment on the date or in the amount specified in any
Prepayment Notice from Borrower to Lender; (ii) the failure of Borrower to borrow, continue
or convert into LIBOR Rate Principal on the date or in the amount specified in any Rate
Election Notice or other notice given by Borrower to Lender; (iii) the early termination of
any Interest Period for any reason; or (iv) the payment or prepayment of any amount on a
date other than the date such amount is required or permitted to be paid or prepaid.
Borrower agrees to pay all Consequential Loss upon any prepayment of LIBOR Rate Principal,
whether voluntary or involuntary, whether effected by a credit bid at foreclosure, or
whether by reason of acceleration upon an Event of Default. Notwithstanding the foregoing,
the amount of the Consequential Loss shall never be less than zero or greater than is
permitted by applicable Law. Lender shall provide a notice to Borrower setting forth
Lender’s determination of any Consequential Loss, which notice shall be conclusive and
binding in the absence of manifest error. Lender reserves the right to provide interim
calculations of such Consequential Loss in any notice of default or notice of sale for
information purposes, but the exact amount of such Consequential Loss shall be calculated
only upon the actual prepayment of LIBOR Rate Principal as described herein. Lender shall
have no obligation to purchase, sell and/or match funds in connection with the funding or
maintaining of the Loan or any portion thereof. The obligations of Borrower under this
Section shall survive any termination of the Loan Documents and payment of this Note and
shall not be waived by any delay by Lender in seeking such compensation.



Section 5 Late Charges. If Borrower shall fail to make any payment under the terms of
this Note (other than the payment due at maturity and other than a prepayment described in any
Prepayment Notice) within fifteen (15) days after the date such payment is due, Borrower shall pay
to Lender on demand a late charge equal to four percent (4%) of the amount of such payment. Such
fifteen (15) day period shall not be construed as in any way extending the due date of any payment.
The late charge is imposed for the purpose of defraying the expenses of Lender incident to
handling such delinquent payment. This charge shall be in addition to, and not in lieu of, any
other amount that Lender may be entitled to receive or action that Lender may be authorized to take
as a result of such late payment.



Section 6 Certain Provisions Regarding Payments. All payments made under this Note
shall be applied as set forth in Section 3.1 of the Credit Agreement. Remittances shall be made
without offset, demand, counterclaim, deduction, or recoupment (each of which is hereby waived) and
shall be accepted subject to the condition that any check or draft may be handled for collection in
accordance with the practice of the collecting bank or banks. Acceptance by Lender of any payment
in an amount less than the amount then due on any indebtedness shall be deemed an acceptance on
account only, notwithstanding any notation on or accompanying such partial payment to the contrary,
and shall not in any way (a) waive or excuse the existence of an Event of Default (as hereinafter
defined), (b) waive, impair or extinguish any right or remedy available to Lender hereunder or
under the other Loan Documents, or (c) waive the requirement of punctual payment and performance or
constitute a novation in any respect. Payments received after 2:00 p.m. shall be deemed to be
received on, and shall be posted as of, the following Business Day. Whenever any payment under
this Note or any other Loan Document falls due on a day which is not a Business Day, such payment
may be made on the next succeeding Business Day.



Section 7 Events of Default. The occurrence of any one or more of the following shall
constitute an “Event of Default” under this Note:




(a) Borrower fails to pay when due (whether upon demand, at maturity, by reason of
acceleration or otherwise) the principal due under the terms of this Note.




(b) Borrower fails to pay when due any interest on this Note and such failure continues
for a period of 3 Business Days.




(c) Any covenant, agreement or condition in this Note is not fully and timely
performed, observed or kept, subject to any applicable grace or cure period.




(d) An Event of Default (as therein defined) occurs under the Credit Agreement or any
other Loan Document (subject to any applicable grace or cure period).



Section 8 Remedies. Upon the occurrence of an Event of Default, Lender may at any
time thereafter exercise any one or more of the following rights, powers and remedies:




(a) Lender may, subject to the provisions of the Credit Agreement, accelerate the
Termination Date and declare the unpaid principal balance and accrued but unpaid interest on
this Note, and all other amounts payable hereunder and under the other Loan Documents, at
once due and payable, and upon such declaration the same shall at once be due and payable.




(b) Lender may set off the amount due against any and all accounts, credits, money,
securities or other property now or hereafter on deposit with, held by or in the possession
of Lender to the credit or for the account of Borrower, without notice to or the consent of
Borrower.




(c) Lender may exercise any of its other rights, powers and remedies under the Loan
Documents or at law or in equity.



Section 9 Remedies Cumulative. All of the rights and remedies of Lender under this
Note and the other Loan Documents are cumulative of each other and of any and all other rights at
law or in equity, and the exercise by Lender of any one or more of such rights and remedies shall
not preclude the simultaneous or later exercise by Lender of any or all such other rights and
remedies. No single or partial exercise of any right or remedy shall exhaust it or preclude any
other or further exercise thereof, and every right and remedy may be exercised at any time and from
time to time. No failure by Lender to exercise, nor delay in exercising, any right or remedy shall
operate as a waiver of such right or remedy or as a waiver of any Event of Default.



Section 10 Costs and Expenses of Enforcement. Borrower agrees to pay to Lender on
demand all costs and expenses incurred by Lender in seeking to collect this Note or to enforce any
of Lender’s rights and remedies under the Loan Documents, including court costs and reasonable
attorneys’ fees and expenses, whether or not suit is filed hereon, or whether in connection with
bankruptcy, insolvency or appeal.



Section 11 Service of Process. Borrower hereby consents to process being served in
any suit, action, or proceeding instituted in connection with this Note by (a) the mailing of a
copy thereof by certified mail, postage prepaid, return receipt requested, to Borrower and
(b) serving a copy thereof upon Stephen W. Solomon, c/o The St. Joe Company, 245 Riverside Avenue,
Suite 500, Jacksonville, Florida 32202, the agent hereby designated and appointed by Borrower as
Borrower’s agent for service of process. Borrower irrevocably agrees that such service shall be
deemed to be service of process upon Borrower in any such suit, action, or proceeding. Nothing in
this Note shall affect the right of Lender to serve process in any manner otherwise permitted by
law and nothing in this Note will limit the right of Lender otherwise to bring proceedings against
Borrower in the courts of any jurisdiction or jurisdictions, subject to any provision or agreement
for arbitration or dispute resolution set forth in the Loan Agreement.



Section 12 Heirs, Successors and Assigns. The terms of this Note and of the other
Loan Documents shall bind and inure to the benefit of the heirs, devisees, representatives,
successors and assigns of the parties. The foregoing sentence shall not be construed to permit
Borrower to assign the Loan except as otherwise permitted under the Loan Documents.



Section 13 General Provisions. Time is of the essence with respect to Borrower’s
obligations under this Note. If more than one person or entity executes this Note as Borrower, all
of said parties shall be jointly and severally liable for payment of the indebtedness evidenced
hereby. Borrower and each party executing this Note as Borrower hereby severally (a) waive demand,
presentment for payment, notice of dishonor and of nonpayment, protest, notice of protest, notice
of intent to accelerate, notice of acceleration and all other notices (except any notices which are
specifically required by this Note or any other Loan Document), filing of suit and diligence in
collecting this Note or enforcing any of the security herefor; (b) agree to any substitution,
subordination, exchange or release of any such security or the release of any party primarily or
secondarily liable hereon; (c) agree that Lender shall not be required first to institute suit or
exhaust its remedies hereon against Borrower or others liable or to become liable hereon or to
perfect or enforce its rights against them or any security herefor; (d) consent to any extensions
or postponements of time of payment of this Note for any period or periods of time and to any
partial payments, before or after maturity, and to any other indulgences with respect hereto,
without notice thereof to any of them; and (e) submit (and waive all rights to object) to
non-exclusive personal jurisdiction of any state or federal court sitting in the state and county
in which payment of this Note is to be made for the enforcement of any and all obligations under
this Note and the other Loan Documents; (f) waive the benefit of all homestead and similar
exemptions as to this Note; (g) agree that their liability under this Note shall not be affected or
impaired by any determination that any title, security interest or lien taken by Lender to secure
this Note is invalid or unperfected; and (h) hereby subordinate to the Loan and the Loan Documents
any and all rights against Borrower and any security for the payment of this Note, whether by
subrogation, agreement or otherwise, until this Note is paid in full. A determination that any
provision of this Note is unenforceable or invalid shall not affect the enforceability or validity
of any other provision and the determination that the application of any provision of this Note to
any person or circumstance is illegal or unenforceable shall not affect the enforceability or
validity of such provision as it may apply to other persons or circumstances. This Note may not be
amended except in a writing specifically intended for such purpose and executed by the party
against whom enforcement of the amendment is sought. Captions and headings in this Note are for
convenience only and shall be disregarded in construing it. This Note and its validity,
enforcement and interpretation shall be governed by the laws of the state in which payment of this
Note is to be made (without regard to any principles of conflicts of laws) and applicable United
States federal law. Whenever a time of day is referred to herein, unless otherwise specified such
time shall be the local time of the place where payment of this Note is to be made. The term
“Business Day” shall mean a day on which Lender is open for the conduct of substantially all of its
banking business at its office in the city in which this Note is payable (excluding Saturdays and
Sundays). Capitalized terms used herein without definition shall have the meanings ascribed to
such terms in the Loan Agreement. The words “include” and “including” shall be interpreted as if
followed by the words “without limitation.”



Section 14 Notices. All notices, requests, consents, approvals or demands
(collectively, “Notice”) required or permitted by this Note to be given by any party to any
other party hereunder shall, unless specified otherwise, be in writing (including facsimile (fax)
transmission) and shall be given to such party at its address or fax number set forth in the notice
provisions of the Credit Agreement, or at such other address or fax number as such party may
hereafter specify for the purpose by Notice to the other party. Each such Notice shall be
effective when actually received by the addressee or when the attempted initial delivery is refused
or when it cannot be made because of a change of address of which the sending party has not been
notified; provided, that notices to Lender under Sections 3.1 through 3.8 hereof,
inclusive, and notices of changed address or fax number, shall not be effective until received.



Section 15 No Usury. It is expressly stipulated and agreed to be the intent of
Borrower and Lender at all times to comply with applicable state law or applicable United States
federal law (to the extent that it permits Lender to contract for, charge, take, reserve, or
receive a greater amount of interest than under state law) and that this Section shall control
every other covenant and agreement in this Note and the other Loan Documents. If applicable state
or federal law should at any time be judicially interpreted so as to render usurious any amount
called for under this Note or under any of the other Loan Documents, or contracted for, charged,
taken, reserved, or received with respect to the Loan, or if Lender’s exercise of the option to
accelerate the Maturity Date, or if any prepayment by Borrower results in Borrower having paid any
interest in excess of that permitted by applicable law, then it is Lender’s express intent that all
excess amounts theretofore collected by Lender shall be credited on the principal balance of this
Note and all other indebtedness secured by the Mortgage, and the provisions of this Note and the
other Loan Documents shall immediately be deemed reformed and the amounts thereafter collectible
hereunder and thereunder reduced, without the necessity of the execution of any new documents, so
as to comply with the applicable law, but so as to permit the recovery of the fullest amount
otherwise called for hereunder or thereunder. All sums paid or agreed to be paid to Lender for the
use or forbearance of the Loan shall, to the extent permitted by applicable law, be amortized,
prorated, allocated, and spread throughout the full stated term of the Loan until payment in full
so that the rate or amount of interest on account of the Loan does not exceed the maximum lawful
rate from time to time in effect and applicable to the Loan (the “Maximum Rate”) for so long as the
Loan is outstanding. The Lender may, in determining the Maximum Rate, take advantage of: (i) the
rate of interest permitted by Florida Statutes, Chapter 658, by reason of both Section 687.12
Florida Statutes (“Interest rates; parity among licensed lenders or creditors”) and 12 United
States Code, Sections 85 and 86, and (ii) any other law, rule, or regulation on effect from time to
time, available to Lender which exempts Lender from any limit upon the rate of interest it may
charge or grants to Lender the right to charge a higher rate of interest than that allowed by
Florida Statutes, Chapter 687.



THE LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.



THERE ARE NO ORAL AGREEMENTS BETWEEN THE PARTIES.



[SIGNATURES APPEAR ON NEXT PAGE]





15






IN WITNESS WHEREOF, Borrower has duly executed this Note under seal as of the date first above
written.




Borrower:




THE ST. JOE COMPANY, a Florida corporation




By: [SEAL]

Name:

Title:




	 
	 

	All Florida documentary stamp taxes, if any, due on this Note have been paid

directly to the Florida Department of Revenue.












16






EXHIBIT “D”




FORM OF OPINION OF COUNSEL




[LETTERHEAD OF COUNSEL TO THE LOAN PARTIES]




July 28, 2006




Bank of America, N.A.


50 N. Laura St., 17th Floor


Jacksonville, FL 32202


Attn: Denise M. Bell




	 	 	The Lenders party to the Credit Agreement
referred to below	 





Ladies and Gentlemen:



We have acted as counsel to The St. Joe Company, a corporation formed under the laws of the
State of Florida (the “Borrower”) in connection with the negotiation, execution and delivery of
that certain Credit Agreement dated as of July 28, 2006 (the “Credit Agreement”), by and among the
Borrower, the financial institutions party thereto and their assignees under Section 12.5. thereof
(the “Lenders”), Bank of America, N.A., as Agent (the “Agent”), and the other parties thereto. We
have also acted as counsel to each of the Guarantors listed on Schedule 1 attached hereto (the
“Guarantors”; together with the Borrower, the “Loan Parties”), in connection with the Guaranty and
the other Credit Documents identified below to which they are party. Capitalized terms not
otherwise defined herein have the respective meaning given them in the Credit Agreement.



In these capacities, we have reviewed executed copies of the following:




	 	(a)	 	the Credit Agreement;






	 	(b)	 	the Notes;






	 	(c)	 	the Guaranty; and






	 	(d)	 	[list other applicable Credit Documents].





The documents and instruments set forth in items (a) through (d) above are referred to herein as
the “Credit Documents”.



In addition to the foregoing, we have reviewed the [articles or certificate of incorporation,
by-laws, declaration of trust, partnership agreement and limited liability company operating
agreement, as applicable,] of each Loan Party and certain resolutions of the board of trustees or
directors, as applicable, of each Loan Party (collectively, the “Organizational Documents”) and
have also examined originals or copies, certified or otherwise identified to our satisfaction, of
such documents, corporate records, and other instruments, and made such other investigations of law
and fact, as we have deemed necessary or advisable for the purposes of rendering this opinion. In
our examination of documents, we assumed the genuineness of all signatures on documents presented
to us as originals (other than the signatures of officers of the Loan Parties) and the conformity
to originals of documents presented to us as conformed or reproduced copies.



Based upon the foregoing, and subject to all of the qualifications and assumptions set forth
herein, we are of the opinion that:



1. The Borrower is a corporation, duly organized, validly existing and in good standing under
the laws of the State of Florida, and has the power to execute and deliver, and to perform its
obligations under, the Credit Documents to which it is a party, to own and use its assets, and to
conduct its business as presently conducted. The Borrower is qualified to transact business as a
foreign      in the following jurisdictions:      .



2. Each Guarantor is a [corporation, trust, partnership or limited liability company, as
applicable,] duly organized or formed, validly existing and in good standing under the laws of the
State of its organization or formation and has the power to execute and deliver, and to perform its
obligations under, the Credit Documents to which it is a party, to own and use its assets, and to
conduct its business as presently conducted. Each Guarantor is qualified to transact business as a
foreign [corporation, trust, partnership or limited liability company, as applicable,] in the
indicated jurisdictions set forth on Schedule I attached hereto.



3. Each Loan Party has duly authorized the execution and delivery of the Credit Documents to
which it is a party and the performance by such Loan Party of all of its obligations under each
such Credit Document.



4. Each Loan Party has duly executed and delivered the Credit Documents to which it is a
party.



5. Each Credit Document is a valid and binding obligation of each Loan Party which is a party
thereto, enforceable against each such Loan Party in accordance with its terms, except as such
enforceability may be limited by: (a) applicable bankruptcy, insolvency, reorganization,
moratorium, arrangement or similar laws relating to or affecting the enforcement of creditors’
rights generally and (b) the fact that equitable remedies or relief (including, but not limited to,
the remedy of specific performance) are subject to the discretion of the court before which any
such remedies or relief may be sought.



6. The execution and delivery by each Loan Party of the Credit Documents to which it is a
party do not, and if each Loan Party were now to perform its obligations under such Credit
Documents, such performance would not, result in any:




(a) violation of such Loan Party’s Organizational Documents;




(b) violation of any existing federal or state constitution, statute, regulation, rule,
order, or law to which such Loan Party or its assets are subject;




(c) breach or violation of or default under, any agreement, instrument, indenture or
other document evidencing any indebtedness for money borrowed or any other material
agreement to which, to our knowledge, such Loan Party is bound or under which a Loan Party
or its assets is subject;




(d) creation or imposition of a lien or security interest in, on or against the assets
of such Loan Party under any agreement, instrument, indenture or other document evidencing
any indebtedness for money borrowed or any other material agreement to which, to our
knowledge, such Loan Party is bound or under which a Loan Party or its assets is subject; or




(e) violation of any judicial or administrative decree, writ, judgment or order to
which, to our knowledge, such Loan Party or its assets are subject.



7. The execution, delivery and performance by each Loan Party of each Credit Document to which
it is a party, and the consummation of the transactions thereunder, do not and will not require any
registration with, consent or approval of, or notice to, or other action to, with or by, any
Governmental Authority of the United States of America or the States of Florida,      or
     .



8. To our knowledge, there are no judgments outstanding against any of the Loan Parties or
affecting any of their respective assets, nor is there any litigation or other proceeding against
any of the Loan Parties or its assets pending or overtly threatened, could reasonably be expected
to have a materially adverse effect on (a) the business, assets, liabilities, condition (financial
or otherwise), results of operations or business prospects of the Borrower or any other Loan Party
or (b) the validity or enforceability of any of the Credit Documents.



9. None of the Loan Parties is, or, after giving effect to any Loan will be, subject to
regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act or the
Investment Company Act of 1940 or to any federal or state statute or regulation limiting its
ability to incur indebtedness for borrowed money.



10. No transfer, mortgage, intangible, documentary stamp or similar taxes are payable by the
Agent or the Lenders to the States of Florida or      or any political subdivision thereof in
connection with (a) the execution and delivery of the Credit Documents or (b) the creation of the
Indebtedness and the other Obligations evidenced by any of the Credit Documents.



11. Assuming that Borrower applies the proceeds of the Loan as provided in the Credit
Agreement, the transactions contemplated by the Credit Documents do not violate the provisions of
Regulations T, U or X of the Board of Governors of the Federal Reserve System of the United States
of America.



12. The consideration to be paid to the Agent and the Lenders for the financial accommodations
to be provided to the Loan Parties pursuant to the Credit Agreement does not violate any law of the
States of Florida or      relating to interest and usury.



This opinion is limited to the laws of the States of Florida,      and      
and the federal laws of the United States of America, and we express no opinions with respect to
the law of any other jurisdiction.



[Other Customary Qualifications/Assumptions/Limitations]



This opinion is furnished to you solely for your benefit in connection with the consummation
of the transactions contemplated by the Credit Agreement and may not be relied upon by any other
Person, other than an Assignee of a Lender, or for any other purpose without our express, prior
written consent.




Very truly yours,




[NAME OF LAW FIRM]




By:




A Partner



17



SCHEDULE 1




Guarantors




	 	 	 	 	 
	Name

	 	Jurisdiction of Formation
	 	Jurisdictions of

Foreign Qualification
	 

	 	 
	 	 






18




S.CONT

EXHIBIT “E”




FORM OF COMPLIANCE CERTIFICATE




_______________, 200_




Bank of America, N.A.


50 N. Laura St., 17th Floor


Jacksonville, FL 32202


Attn: Denise M. Bell




	 	 	Each of the Lenders Party to the Credit
Agreement referred to below	 





Ladies and Gentlemen:



Reference is made to that certain Credit Agreement dated as of July 28, 2006 (as amended,
restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and
among The St. Joe Company (the “Borrower”), the financial institutions party thereto and their
assignees under Section 12.5. thereof (the “Lenders”), Bank of America, N.A., as Agent (the
“Agent”) and the other parties thereto. Capitalized terms used herein, and not otherwise defined
herein, have their respective meanings given them in the Credit Agreement.



Pursuant to Section 8.3. of the Credit Agreement, the undersigned hereby certifies to the
Agent and the Lenders as follows:



(1) The undersigned is the      of the Borrower.



(2) The undersigned has examined the books and records of the Borrower and has conducted such
other examinations and investigations as are reasonably necessary to provide this Compliance
Certificate.



(3) No Default or Event of Default exists [if such is not the case, specify such Default or
Event of Default and its nature, when it occurred and whether it is continuing and the steps being
taken by the Borrower with respect to such event, condition or failure].



(4) The representations and warranties made or deemed made by the Borrower and the other Loan
Parties in the Credit Documents to which any is a party, are true and correct in all material
respects on and as of the date hereof except to the extent that such representations and warranties
expressly relate solely to an earlier date (in which case such representations and warranties shall
have been true and correct on and as of such earlier date) and except for changes in factual
circumstances not prohibited under the Credit Documents.



(5) Attached hereto as Schedule 1 are reasonably detailed calculations establishing whether or
not the Borrower and its Subsidiaries were in compliance with the covenants contained in
Sections 9.1. and      of the Credit Agreement.



IN WITNESS WHEREOF, the undersigned has executed this certificate as of the date first above
written.




Name:


Title:



19



SCHEDULE 1




[Calculations to be Attached]





20