EX-10.1






Exhibit 10.1




SECOND AMENDMENT TO CREDIT AGREEMENT




THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of January 23, 2008, is
by and among THE ST. JOE COMPANY (the “Borrower”), each of the Lenders party hereto, BANK OF
AMERICA, N.A., as Agent (the “Agent”) and Banc of America Securities, LLC , as Arranger, Book
Manager and Syndication Agent.



WHEREAS, the Borrower, the Lenders, the Agent and certain other parties have entered into that
certain Credit Agreement dated as of July 28, 2006 (as in effect immediately prior to the date
hereof, the “Credit Agreement”). The parties previously amended the Credit Agreement on June 28,
2007, and the Borrower, the Lenders and the Agent desire to further amend certain provisions of the
Credit Agreement 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 hereby agree as follows:



Section 1. Amendment. The Credit Agreement is hereby amended by restating the
definition of “Termination Date” contained in Section 1.1. thereof in its entirety as follows:




“Termination Date” means July 31, 2008.



Section 2. Conditions Precedent. The effectiveness of this Amendment is subject to
receipt by the Agent of each of the following, each in form and substance satisfactory to the
Agent:



(a) A counterpart of this Amendment duly executed by the Borrower and the Requisite Lenders;
and



(b) Such other documents, instruments and agreements as the Agent may reasonably request.



Section 3. Representations. The Borrower represents and warrants to the Agent and
the Lenders that:



(a) Authorization. The Borrower has the right and power, and has taken all necessary
action to authorize it, to execute and deliver this Amendment and to perform its obligations
hereunder and under the Credit Agreement, as amended by this Amendment, in accordance with their
respective terms. This Amendment has been duly executed and delivered by a duly authorized officer
of the Borrower and each of this Amendment and the Credit Agreement, as amended by this Amendment,
is a legal, valid and binding obligation of the Borrower enforceable against the Borrower 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.



(b) Compliance with Laws, etc. The execution and delivery by the Borrower of this
Amendment and the performance by the Borrower of this Amendment and the Credit Agreement, as
amended by this Amendment, in accordance with their respective terms, do not and will not, by the
passage of time, the giving of notice or otherwise: (i) require any Government Approvals or
violate any Applicable 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.



(c) No Default. No Default or Event of Default has occurred and is continuing as of
the date hereof nor will exist immediately after giving effect to this Amendment.



Section 4. Reaffirmation of Representations by Borrower. The Borrower hereby repeats
and reaffirms all representations and warranties made by the Borrower to the Agent and the Lenders
in the Credit Agreement and the other Loan Documents to which it is a party on and as of the date
hereof with the same force and effect as if such representations and warranties were set forth in
this Amendment in full, except for changes in factual circumstances not prohibited under the Credit
Documents.



Section 5. Certain References. Each reference to the Credit Agreement in any of the
Loan Documents shall be deemed to be a reference to the Credit Agreement as amended by this
Amendment.



Section 6. Expenses. The Borrower shall reimburse the Agent upon demand for all
costs and expenses (including reasonable attorneys’ fees) incurred by the Agent in connection with
the preparation, negotiation and execution of this Amendment and the other agreements and documents
executed and delivered in connection herewith.



Section 7. Benefits. This Amendment shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and assigns.



Section 8. GOVERNING LAW. THIS AMENDMENT 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 9. Effect. Except as expressly herein amended, the terms and conditions of
the Credit Agreement and the other Loan Documents remain in full force and effect. The amendments
contained herein shall be deemed to have prospective application only, unless otherwise
specifically stated herein.



Section 10. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be deemed to be an original and shall be binding upon all
parties, their successors and assigns.



Section 11. Definitions. All capitalized terms not otherwise defined herein are used
herein with the respective definitions given them in the Credit Agreement.



[Signatures on Next Page]




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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to Credit Agreement
to be executed as of the date first above written.




THE ST. JOE COMPANY




By:  /s/ Stephen W. Solomon

Stephen W. Solomon

 Senior Vice President




[Signatures Continued on Next Page]





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[Signature Page to Second Amendment to Credit Agreement with The St. Joe Company]





	 	 	 	BANK OF AMERICA, N.A., individually and as Agent






By: /s/ John Adams Grant

John Adams Grant

Senior Vice President




[Signatures Continued on Next Page]





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[Signature Page to Second Amendment to Credit Agreement with The St. Joe Company]





	 	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION






By: /s/ Jack Hoover

Name: Jack Hoover

Title: Senior Vice President




[Signatures Continued on Next Page]





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[Signature Page to Second Amendment to Credit Agreement with The St. Joe Company]





	 	 	 	BANC OF AMERICA SECURITIES LLC






By: /s/ Jeffrey J. Titherington

Name: Jeffrey J. Titherington

Title: Principal





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