EX-10.2






Execution Copy



The St. Joe Company














First Amendment

Dated as of July 30, 2007




to




Note Purchase Agreements

Dated as of August 25, 2005














Re: $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

$20,000,000 5.49% Senior Notes, Series I, due August 25, 2020




1




First Amendment to Note Purchase Agreements




This First Amendment dated as of July 30, 2007 (the or this “First Amendment”) to the
Note Purchase Agreements each dated as of August 25, 2005 is between The St. Joe Company,
a Florida corporation (the “Company”), and each of the institutions which is a signatory to this
First Amendment (collectively, the “Noteholders”).



Recitals:




A. The Company and each of the Noteholders, together with the other Purchasers listed on
Schedule A to the hereinafter defined Note Agreements, have heretofore entered into separate and
several Note Purchase Agreements each dated as of August 25, 2005 (collectively, as amended, the
“Note Agreements”). The Company has heretofore issued (a) $65,000,000 in aggregate principal
amount of its 5.28% Senior Notes, Series G, due August 25, 2015, (b) $65,000,000 in aggregate
principal amount of its 5.38% Senior Notes, Series H, due August 25, 2017, (c) $20,000,000 in
aggregate principal amount of its 5.49% Senior Notes, Series I, due August 25, 2020 (collectively,
the “Notes”) pursuant to the Note Agreements. The Noteholders who are signatories hereto are the
holders of more than 51% of the outstanding principal amount of the Notes.



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



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



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



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



2




	 	 	Section 1. Amendments. 





Section 1.1. Section 9 of the Note Agreements shall be and is hereby amended by adding at the
end thereof a new Section 9.9 to read as follows:



“Section 9.9. Most Favored Lender Status. If at any time after
the Amendment Effective Date (a) the Company enters into any
amendment, modification or termination of the net worth covenant in
Section 9.1(e) of the Bank Credit Agreement or any related
definitions or adds an additional net worth covenant thereto or to
any replacement thereof (collectively, the “New Financial
Covenant”), then and in any such event the Company shall give
written notice thereof to each holder of the Notes not later than
thirty days following the date of execution of such amendment,
modification, addition or termination thereof, as the case may be.
Effective on the date of such amendment, modification, addition or
termination of the net worth covenant in Section 9.1(e) of the Bank
Credit Agreement, as the case may be, such New Financial Covenant or
Covenants and related definitions shall then and thereupon be deemed
to have been incorporated herein and/or amended, modified, added or
terminated, as the case may be. Any event of default in respect of
any such New Financial Covenant so included herein shall be deemed
to be an Event of Default pursuant to Section 11(c) and otherwise
subject to all applicable terms and provisions of this Agreement.
The Company further covenants to promptly execute and deliver at its
expense (including, without limitation, the fees and expenses of one
counsel for the holders of the Notes) each and every amendment to
this Agreement in form and substance satisfactory to the Required
Holders and the Company evidencing the amendment of this Agreement
to include, modify or exclude, as the case may be, any such New
Financial Covenant, provided that the execution and delivery of any
such amendment shall not be a precondition to the effectiveness of
such amendment, but shall merely be for the convenience of the
parties hereto.”



Section 1.2. Section 10.1 of the Note Agreements shall be and is hereby amended in its
entirety to read as follows:



“Section 10.1. Leverage Ratio. The Company and its Subsidiaries
will not as at the end of each fiscal quarter permit the ratio of
Consolidated Indebtedness to Total Asset Value to exceed 0.55 to
1.00, with any determination of Consolidated Indebtedness and Total
Asset Value pursuant to this Section 10.1 to exclude
(x) Indebtedness attributable to Qualified Senior Notes and
(y) Qualified Installment Sale Notes.”



Section 1.3. Section 10.2 of the Note Agreements shall be and is hereby amended in its
entirety to read as follows:



“Section 10.2. Unencumbered Asset Value Ratio. The Company and
its Subsidiaries will not permit as at the end of each fiscal
quarter the ratio of Total Unencumbered Asset Value to Total
Unsecured Indebtedness to be less than 1.75 to 1.00, with any
determination of Total Unsecured Indebtedness and Total Unencumbered
Asset Value pursuant to this Section 10.2 to exclude
(x) Indebtedness attributable to Qualified Senior Notes and (y)
Qualified Installment Sale Notes.”



Section 1.4. Section 10.3 of the Note Agreements shall be and is hereby amended in its
entirety to read as follows:



“Section 10.3. Secured Indebtedness Ratio. The Company and its
Subsidiaries will not as at the end of each fiscal quarter permit
the ratio of Total Secured Indebtedness to Total Asset Value to
exceed 0.40 to 1.00, with any determination of Total Secured
Indebtedness and Total Asset Value pursuant to this Section 10.3 to
exclude (x) Indebtedness attributable to Qualified Senior Notes and
(y) Qualified Installment Sale Notes.”



Section 1.5. Section 10.4 of the Note Agreements shall be and is hereby amended in its
entirety to read as follows:



“Section 10.4. (a) Fixed Charges Coverage Ratio. The Company
and its Subsidiaries will not permit as at the end of each fiscal
quarter the ratio of Consolidated Net Earnings Available for Fixed
Charges for the four immediately preceding fiscal quarters (taken as
a single accounting period) to Consolidated Fixed Charges for such
four fiscal quarter periods to be less than 2.5 to 1.0, with any
determination of Consolidated Net Earnings Available for Fixed
Charges pursuant to this Section 10.4 to exclude (i) Indebtedness
attributable to Qualified Senior Notes (and any Interest Expense
thereon) and (ii) any interest income attributable to Qualified
Installment Sale Notes.



(b) Minimum Net Worth. The Company will not at any time permit
Tangible Net Worth to be less than $1,000,000,000, with any
determination of Tangible Net Worth pursuant to this Section 10.4 to
exclude (i) Indebtedness attributable to Qualified Senior Notes and
(ii) Qualified Installment Sale Notes.”



Section 1.6. Section 10.5(a)(iv) of the Note Agreements shall be and is hereby amended in its
entirety to read as follows:



“(iv) additional Indebtedness of the Company and its
Subsidiaries; provided that at the time of creation, issuance,
assumption, guarantee or incurrence thereof and after giving effect
thereto and to the application of the proceeds thereof:



(1) the ratio of Consolidated Indebtedness to Total Asset Value
as at such date shall not exceed 0.55 to 1.00, with any
determination of Consolidated Indebtedness and Total Asset Value
pursuant to this Section 10.5(a)(iv) to exclude (A) Indebtedness
attributable to Qualified Senior Notes and (B) Qualified Installment
Sale Notes;



(2) the ratio of Total Unencumbered Asset Value to Total
Unsecured Indebtedness as at such date shall not be less than 1.75
to 1.00, with any determination of Total Unencumbered Asset Value to
Total Unsecured Indebtedness pursuant to this Section 10.5(a)(iv)
to exclude (A) Indebtedness attributable to Qualified Senior Notes
and (B) Qualified Installment Sale Notes;



(3) the ratio of Total Secured Indebtedness to Total Asset
Value as at such date shall not exceed 0.40 to 1.00, with any
determination of Total Secured Indebtedness to Total Asset Value
pursuant to this Section 10.5(a)(iv) to exclude (A) Indebtedness
attributable to Qualified Senior Notes and (B) Qualified Installment
Sale Notes; and



(4) Total Unsecured Subsidiary Indebtedness as at such date
shall not exceed 10% of Total Asset Value as at such date, with any
determination of Total Unsecured Subsidiary Indebtedness and Total
Asset Value pursuant to this Section 10.5(a)(iv) to exclude
(A) Indebtedness attributable to Qualified Senior Notes and
(B) Qualified Installment Sale Notes; and.”



Section 1.7. Section 10.5(a)(v) of the Note Agreements shall be and is hereby amended by
replacing the “.” with “; and”.



Section 1.8. Section 10.5(a) of the Note Agreements shall be and is hereby further amended by
adding at the end thereof a new clause (a)(vi) to read as follows:




“(vi) Indebtedness evidenced by the Qualified Senior Notes.”



Section 1.9. Section 10.5(b) of the Note Agreements shall be and is hereby amended in its
entirety to read as follows:



“(b) The Company will not as at the end of each fiscal quarter
permit Total Unsecured Subsidiary Indebtedness to exceed 10% of
Total Asset Value, with any determination of Total Unsecured
Subsidiary Indebtedness and Total Asset Value pursuant to this
Section 10.5(b) to exclude (i) Indebtedness attributable to
Qualified Senior Notes and (ii) Qualified Installment Sale Notes.”



Section 1.10. Section 10.6(i) of the Note Agreements shall be and is hereby amended by
replacing the “.” with “; and”.



Section 1.11. Section 10.6 of the Note Agreements shall be and is hereby further amended by
adding at the end thereof a new paragraph (j) to read as follows:



“(j) Liens on the Qualified Installment Sale Notes and the
Qualified Letter of Credit created or incurred in connection with
the Qualified Installment Sale Transaction to secure the Qualified
Senior Notes.”



Section 1.12. Section 10.8 of the Note Agreements shall be and is hereby amended in its
entirety to read as follows:



“Section 10.8. Transactions with Affiliates. The Company will
not, and will not permit any Subsidiary to, enter into or be a party
to any transaction or arrangement with any Affiliate (including,
without limitation, the purchase from, sale to or exchange of
property with, or the rendering of any service by or for, any
Affiliate), except in the ordinary course of and pursuant to the
reasonable requirements of the Company’s or such Subsidiary’s
business and upon fair and reasonable terms no less favorable to the
Company or such Subsidiary than would be obtainable in a comparable
arm’s-length transaction with a Person other than an Affiliate;
provided, however, the Qualified Installment Sale Transaction shall
not be subject to the requirement that it be in the ordinary course
of the Company’s business.”



Section 1.13. Section 11(c) of the Note Agreements shall be and is hereby amended in its
entirety to read as follows:



“(c) the Company defaults in the performance of or compliance
with any term contained in Sections 10.1 through 10.8 or any New
Financial Covenant; or”



Section 1.14. Section 11(f) of the Note Agreements shall be and is hereby amended in its
entirety to read as follows:



“(f) (i) the Company or any Subsidiary is in default (as
principal or as guarantor or other surety) in the payment of any
principal of or premium or make-whole amount or interest on any
Indebtedness (other than Indebtedness evidenced by the Qualified
Senior Notes) that is outstanding in an aggregate principal amount
of at least $10,000,000 beyond any period of grace provided with
respect thereto, or (ii) the Company is in default in the
performance of or compliance with any term of the 2002 Note
Documentation, the 2004 Note Documentation or any Additional Note
Purchase Agreement and as a consequence of such default or condition
such Indebtedness has become, or has been declared (or one or more
Persons are entitled to declare such Indebtedness to be), due and
payable before its stated maturity or before its regularly scheduled
dates of payment, or (iii) the Company or any Subsidiary is in
default in the performance of or compliance with any term of any
evidence of any Indebtedness in an aggregate outstanding principal
amount of at least $10,000,000 or of any mortgage, indenture or
other agreement relating thereto or any other condition exists, and
as a consequence of such default or condition such Indebtedness has
become, or has been declared, due and payable before its stated
maturity or before its regularly scheduled dates of payment, or
(iv) as a consequence of the occurrence or continuation of any event
or condition (other than the passage of time or the right of the
holder of Indebtedness to convert such Indebtedness into equity
interests), (1) the Company or any Subsidiary has become obligated
to purchase or repay Indebtedness before its regular maturity or
before its regularly scheduled dates of payment in an aggregate
outstanding principal amount of at least $10,000,000, or (2) one or
more Persons have the right to require the Company or any Subsidiary
so to purchase or repay such Indebtedness; or”



Section 1.15. The following definitions shall be added in alphabetical order to Schedule B to
the Note Agreements:



“Amendment Effective Date” means the “Effective Date” as
defined in the First Amendment.



“Adjusted Total Asset Value” means the sum of all of the
following (without duplication) of the Company 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 Company 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
Unimproved 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 Company, each of the Subsidiary Guarantors
and their respective Subsidiaries that would, in accordance with
GAAP, be classified as assets on a consolidated balance sheet of the
Company, the Subsidiary Guarantors and their respective Subsidiaries
as of such date. The Company’s pro rata share of assets held by
Unconsolidated Affiliates will be included in Adjusted Total Asset
Value calculations consistent with the above described treatment for
wholly owned assets. For purposes of determining Adjusted Total
Asset Value, Net Operating Income from Commercial Properties
disposed of by the Company or any Subsidiary during the immediately
preceding period of four consecutive fiscal quarters of the Company
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 Adjusted Total
Asset Value attributable to assets included in the Parking
Transactions would exceed 10% of the Adjusted Total Asset Value, in
which case such excess shall be excluded.



“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 Company in the
ordinary course of business and consistent with past practices.



“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 Company and its Subsidiaries
and a proportionate share of all Properties of all Unconsolidated
Affiliates.



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



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



“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.



“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%.



“Disposed Property” means approximately 33,035 acres of real
property located in Chattahoochee and Stewart Counties, Georgia
conveyed to Timbervest Partners Stewart I, LLC and Timbervest
Partners Stewart II, LLC on June 1, 2007.



“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.



“First Amendment” means that certain First Amendment to Note
Purchase Agreements dated as of July 30, 2007 among the Company and
the holders of the Notes party thereto.



“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 this
Agreement, the amount of any Investment shall be the amount actually
invested, without adjustment for subsequent increases or decreases
in the value of such Investment.



“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 Company 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.



“New Financial Covenant” is defined in Section 9.9.



“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.



“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 Company. 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 Company
(or a Subsidiary of the Company) will lease the projects and will
have the option to purchase the projects for cost; (iii) the Company
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 Company, may or
may not Guaranty the lease obligations of such Subsidiary; and
(iv) the Company expects that such purchases will be made when they
can be matched with land sales to create a tax-free exchange.



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



“Qualified Installment Sale Notes” means those certain
promissory notes due to Timberland Company issued by Timbervest
Partners I SPV, LLC and Timbervest Partners II SPV, LLC having a
term of fifteen years in payment of the purchase price for the
Disposed Property sold in the Qualified Installment Sale
Transaction, which promissory notes are secured by the Qualified
Letters of Credit.



“Qualified Installment Sale Transaction” means the sale of the
Disposed Property in exchange for the Qualified Installment Sale
Notes, which Qualified Installment Sale Notes were assigned,
together with the Qualified Letters of Credit, for cash to the
Qualified SPE which in turn issued its Qualified Senior Notes to a
trustee acting on behalf of Persons acquiring interests in such
Qualified Senior Notes in a private placement.



“Qualified Letters of Credit” means those certain standby
letters of credit issued by Wachovia Bank, National Association, in
its capacity as letter of credit issuer and in a stated amount equal
to the face amount of the Qualified Installment Sale Notes plus 210
days of accrued and unpaid interest.



“Qualified Senior Notes” means the senior promissory notes
issued by the Qualified SPE to a trustee acting on behalf of Persons
acquiring interests in such notes in an institutional private
placement in connection with the Qualified Installment Sale
Transaction and secured solely by the Qualified Installment Sale
Notes and the Qualified Letters of Credit held by such Qualified SPE
and without recourse to the Company or any other Subsidiary.



“Qualified SPE” means Georgia Timber Finance I, LLC, a
wholly-owned Subsidiary of Timberland Company, formed as a special
purpose entity in connection with the Qualified Installment Sale
Transaction for the sole purpose of (a) owning and holding the
Qualified Installment Sale Notes issued in connection with such
Qualified Installment Sale Transaction, together with the Qualified
Letters of Credit securing such Qualified Installment Sale Notes,
(b) issuing the Qualified Senior Notes to be secured solely by such
Qualified Installment Sale Notes and the Qualified Letter of Credit
and (c) engaging in other activities incidental to the foregoing.



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



“Timberland Company” means St. Joe Timberland Company of
Delaware, LLC, a Subsidiary of the Company.



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



“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.



Section 1.16. The definitions of “Bank Credit Agreement” and “Unimproved Land” in Schedule B
shall be and is hereby amended in its entirety to read as follows:



“ “Bank Credit Agreement” means that certain Third Amended and
Restated Credit Agreement dated July 22, 2005 among the Company, the
lenders named therein and Wachovia Bank, National Association, as
Administrative Agent, as amended by that certain First Amendment
dated February 26, 2007 and that certain Second Amendment dated
June 28, 2007, as the same may from time to time be further amended,
supplemented, modified, refinanced, renewed or replaced.”



“Unimproved 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 Adjusted Total Asset Value
does not include any NOI attributable to such Property. For
purposes of this Agreement, Unimproved Land shall be valued as
follows:



(a) $50,000 per acre for acreage related to the Company’s
Residential Real Estate segment which is either entitled or
currently in the entitlement process; 



(b) $2,000 per acre for acreage related to the Company’s
Residential Real Estate segment which is neither entitled nor
currently in the entitlement process; 



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



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



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



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



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



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



For land valuation purposes the Company’s RiverCamps and
WhiteFence Farms projects will be included in subparagraphs (c) or
(d) above, as appropriate. For the avoidance of doubt, a project is
deemed entitled when all major discretionary governmental land-use
approvals have been received. The Company and each of the holders
of the Notes 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 Closing and
adjusted as requested by the Company and consented to by the
Required Holders or as otherwise reasonably determined by the
Required Holders in good faith after consultation with the Company.”




	 	 	Section 2. Representations and Warranties of the Company.





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




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




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




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




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




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




	 	 	Section 3. Conditions to Effectiveness of This First Amendment.





Section 3.1. This First Amendment shall not become effective until, and shall become effective
when, each and every one of the following conditions shall have been satisfied (the “Effective
Date”):




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




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




(c) the Noteholders shall have received a copy of the Second Amendment to the Bank
Credit Agreement;




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




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




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



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

	Section 4.

	 	Payment of Noteholders’ Counsel Fees and Expenses.






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




	 	 	Section 5. Miscellaneous.





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



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



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



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



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



[Remainder of Page Intentionally Blank]









3




	 	 	 	The St. Joe Company






	 	 	 	By
 /s/ Stephen W. Solomon






	 	 	Stephen W. Solomon

Senior Vice President and Treasurer





Accepted and Agreed to:




	 	 	 	Allianz Life Insurance Company of North
America





	 	 	 
	By

	 	/s/ Brian F. Landry
	
 
	 	 
	
 
	 	Name: Brian F. Landry

Title: Vice President







	 	 	Allstate Insurance Company





	 	 	 
	By

	 	/s/ Robert B. Bodett
	
 
	 	 
	
 
	 	Name: Robert B. Bodett
	By

	 	/s/ Jerry D. Zinkula
	
 
	 	 
	
 
	 	Name: Jerry D. Zinkula

Authorized Signatories







	 	 	Allstate Life Insurance Company





	 	 	 
	By

	 	Robert B. Bodett
	
 
	 	 
	
 
	 	Name: Robert B. Bodett
	By

	 	Jerry D. Zinkula
	
 
	 	 
	
 
	 	Name: Jerry D. Zinkula

Authorized Signatories






4





	 	 	 	Companion Life Insurance Company





	 	 	 
	By

	 	/s/ Curtis R. Caldwell
	
 
	 	 
	
 
	 	Name: Curtis R. Caldwell

Title: Authorized Signer







	 	 	Mutual of Omaha Insurance Company





	 	 	 
	By

	 	/s/ Curtis R. Caldwell
	
 
	 	 
	
 
	 	Name: Curtis R. Caldwell

Title: Vice President







	 	 	General Electric Capital Assurance
Company






By /s/ Scott Sell




	 	 	Name:
Scott Sell






	 	 	 	Title: Investment Officer






	 	 	 	GE Life and Annuity Assurance Company





	 	 	 
	By

	 	/s/ Scott Sell
	
 
	 	 
	
 
	 	Name: Scott Sell

Title: Investment Officer






5





	 	 	Berkshire Life Insurance Company of
America






	 	 	 	By






Name:


Title:




	 	 	 	The Guardian Life Insurance Company of
America






	 	 	 	By






Name:


Title:




	 	 	 	Life Insurance Company of the Southwest





	 	 	 	 	 
	By

	 	R. Scott Higgins
	 	

	 	 	 
	
 
	 	Name: R. Scott Higgins

Title:
	 	

Vice President

Sentinel Asset Management







	 	 	 	Massachusetts Mutual Life Insurance
Company






	 	 	 	By:
Babson Capital Management LLC as Investment
Adviser






By




Name:




	 	 	 	Title:






	 	 	 	MassMutual Asia Limited






	 	 	 	By:
Babson Capital Management LLC as Investment
Adviser






By




Name:




	 	 	 	Title:






	 	 	 	C.M. Life Insurance Company






	 	 	 	By:
Babson Capital Management LLC as Investment
Sub-Adviser






By




Name:




Title:




	 	 	 	Hakone Fund LLC






	 	 	 	By:
Babson Capital Management LLC as Investment
Manager






By




Name:




	 	 	 	Title:




6










	 	 	 	The Northwestern Mutual Life Insurance
Company





	 	 	 
	By

	 	/s/ Mark E. Kishler
	
 
	 	 
	
 
	 	Name: Mark E. Kishler

Its Authorized Representative







	 	 	The Northwestern Mutual Life Insurance
Company for its Group Annuity Separate
Account





	 	 	 
	By

	 	/s/ Mark E. Kishler
	
 
	 	 
	
 
	 	Name: Mark E. Kishler

Its Authorized Representative







	 	 	Teachers Insurance and Annuity Association of
America





	 	 	 
	By

	 	/s/ Lisa M. Ferraro
	
 
	 	 
	
 
	 	Name: Lisa M. Ferraro

Title: Director







	 	 	Transamerica Life Insurance and Annuity
Company






	 	 	 	By






Name:


Title:



7



Each of the undersigned hereby confirms its continued guaranty of the obligations of the
Company under the Note Agreements, as amended hereby, pursuant to the terms of the Subsidiary
Guaranty Agreement dated as of August 25, 2005, on this 30th day of July, 2007.



	 
	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)

	Crooked Creek Real Estate Company

(Senior Vice President)

	Crooked Creek Utility Company

(Senior Vice President)

	Deer Point I & II, LLC

(Manager)

	Georgia Wind I, LLC

(Manager)

	Georgia Wind II, LLC

(Manager)

	Georgia Wind III, LLC

(Manager)

	Millenia Park One, L.L.C.

(Manager)

	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)

	Southhall Center, L.L.C.

(Manager)

	St. James Island Utility Company

(Senior Vice President)

	St. Joe Central Florida Contracting, 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 Northeast Florida Contracting, Inc.

(Senior Vice President)

	St. Joe Residential Acquisitions, Inc.

(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)








By: /s/ Stephen W. Solomon

Stephen W. Solomon, as its Manager or Senior Vice

President, as the case may be




	 
	St. Joe Capital I, Inc. 

By: /s/ David F. Childers, III

	 

	David F. Childers, III

President

	Residential Community Title Company 

By: /s/ Christine M. Martin

	 

	Christine M. Martin

Vice President








8