<PAGE>

                                                                    EXHIBIT 10.1

                                                                       Execution

                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT

                                      among

                              THE ST. JOE COMPANY,

                            THE LENDERS NAMED HEREIN,

                           FIRST UNION NATIONAL BANK,
                            as Administrative Agent,

                              Bank of America, N.A.
                              As Syndication Agent,

                                       and
                                Wells Fargo Bank,
                                  SunTrust Bank
                                       and
                                  Regions Bank
                            As Documentation Agents,

                       $250,000,000 Senior Credit Facility

                       Lead Arranger and Sole Book-Runner:
                          FIRST UNION SECURITIES, INC.

                          Dated as of February 7, 2002
       (Amending and Restating the Credit Agreement initially dated as of
                                March 30, 2000)

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                       Page
                                                                                                       ----
<S>                                                                                                    <C>
                                                 ARTICLE I

                                                DEFINITIONS

1.1      Defined Terms........................................................................           1
1.2      Accounting Terms.....................................................................          20
1.3      Other Terms; Construction............................................................          20

                                                 ARTICLE II

                                       AMOUNT AND TERMS OF THE LOANS

2.1      Commitments; Commitment Increase.....................................................          20
2.2      Borrowings...........................................................................          21
2.3      Disbursements; Funding Reliance; Domicile of Loans...................................          24
2.4      Notes................................................................................          25
2.5      Termination and Reduction of Commitments.............................................          26
2.6      Mandatory Payments and Prepayments...................................................          26
2.7      Voluntary Prepayments................................................................          27
2.8      Interest.............................................................................          27
2.9      Fees.................................................................................          29
2.10     Interest Periods.....................................................................          30
2.11     Conversions and Continuations........................................................          30
2.12     Method of Payments; Computations.....................................................          31
2.13     Recovery of Payments.................................................................          32
2.14     Use of Proceeds......................................................................          33
2.15     Pro Rata Treatment...................................................................          33
2.16     Increased Costs; Change in Circumstances; Illegality; etc............................          34
2.17     Taxes................................................................................          36
2.18     Compensation.........................................................................          38
2.19     Replacement of Defaulting Lender.....................................................          38

                                                ARTICLE III

                                             LETTERS OF CREDIT

3.1      Issuance.............................................................................          38
3.2      Notices..............................................................................          39
3.3      Participations.......................................................................          40
3.4      Reimbursement........................................................................          40
3.5      Payment by Revolving Loans...........................................................          40
3.6      Payment to Lenders...................................................................          41
3.7      Obligations Absolute.................................................................          41
3.8      Cash Collateral Account..............................................................          43
3.9      Effectiveness........................................................................          44
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>                                                                                                     <C>
                                                 ARTICLE IV

                                          CONDITIONS OF BORROWING

4.1      Conditions of Initial Borrowing......................................................          44
4.2      Conditions to Second Restatement Closing.............................................          46
4.3      Conditions of All Borrowings.........................................................          49

                                                 ARTICLE V

                                       REPRESENTATIONS AND WARRANTIES

5.1      Corporate Organization and Power.....................................................          49
5.2      Authorization; Enforceability........................................................          50
5.3      No Violation.........................................................................          50
5.4      Governmental and Third-Party Authorization; Permits..................................          50
5.5      Litigation...........................................................................          51
5.6      Taxes................................................................................          51
5.7      Subsidiaries.........................................................................          51
5.8      Full Disclosure......................................................................          51
5.9      Margin Regulations...................................................................          52
5.10     No Material Adverse Change...........................................................          52
5.11     Financial Matters....................................................................          52
5.12     Ownership of Properties..............................................................          53
5.13     ERISA................................................................................          53
5.14     Environmental Matters................................................................          54
5.15     Compliance With Laws.................................................................          54
5.16     Regulated Industries.................................................................          54
5.17     Insurance............................................................................          55
5.18     Material Contracts...................................................................          55
5.19     Labor Relations......................................................................          55

                                                 ARTICLE VI

                                           AFFIRMATIVE COVENANTS

6.1      Financial Statements.................................................................          55
6.2      Other Business and Financial Information.............................................          56
6.3      Corporate Existence; Franchises; Maintenance of Properties...........................          59
6.4      Compliance with Laws.................................................................          59
6.5      Payment of Obligations...............................................................          59
6.6      Insurance............................................................................          59
6.7      Maintenance of Books and Records; Inspection.........................................          59
6.8      Permitted Acquisitions...............................................................          60
6.9      Creation or Acquisition of Subsidiaries..............................................          60
6.10     Permitted Joint Venture Investments..................................................          61
6.11     Financing Sources for Projects.......................................................          61
6.12     Further Assurances...................................................................          61
</TABLE>

                                       ii
<PAGE>

<TABLE>
<S>                                                                                                     <C>
                                                ARTICLE VII

                                            FINANCIAL COVENANTS

7.1      Leverage Ratio.......................................................................          62
7.2      Interest Coverage Ratio..............................................................          62
7.3      Unsecured Debt to Unencumbered Assets................................................          62
7.4      Secured Debt to Balance Sheet Assets.................................................          62
7.5      Consolidated Net Worth...............................................................          62

                                                ARTICLE VIII

                                             NEGATIVE COVENANTS

8.1      Merger; Consolidation................................................................          62
8.2      Indebtedness.........................................................................          63
8.3      Liens................................................................................          64
8.4      Disposition of Assets................................................................          65
8.5      Investments..........................................................................          66
8.6      Restricted Payments..................................................................          67
8.7      Transactions with Affiliates.........................................................          68
8.8      Transfers to or Investments in Subsidiaries that are not Subsidiary Guarantors.......          68
8.9      Lines of Business....................................................................          68
8.10     Certain Amendments...................................................................          68
8.11     Limitation on Certain Restrictions...................................................          68
8.12     No Other Negative Pledges............................................................          69
8.13     Fiscal Year..........................................................................          69
8.14     Accounting Changes...................................................................          69

                                                 ARTICLE IX

                                             EVENTS OF DEFAULT

9.1      Events of Default....................................................................          69
9.2      Remedies: Termination of Commitments, Acceleration, etc..............................          71
9.3      Remedies:  Set-Off...................................................................          72

                                                 ARTICLE X

                                                 THE AGENT

10.1     Appointment..........................................................................          73
10.2     Nature of Duties.....................................................................          73
10.3     Exculpatory Provisions...............................................................          73
10.4     Reliance by Agent....................................................................          73
10.5     Non-Reliance on Agent and Other Lenders..............................................          74
10.6     Notice of Default....................................................................          74
10.7     Indemnification......................................................................          75
</TABLE>

                                      iii
<PAGE>

<TABLE>
<S>                                                                                                     <C>
10.8     The Agent in its Individual Capacity.................................................          75
10.9     Successor Agent......................................................................          76
10.10    Issuing Lender and Swingline Lender..................................................          76
10.11    Other Titled Agents..................................................................          76

                                                 ARTICLE XI

                                               MISCELLANEOUS

11.1     Fees and Expenses....................................................................          76
11.2     Indemnification......................................................................          77
11.3     Governing Law; Consent to Jurisdiction...............................................          77
11.4     Arbitration; Preservation and Limitation of Remedies.................................          78
11.5     Notices..............................................................................          79
11.6     Amendments, Waivers, etc.............................................................          80
11.7     Assignments, Participations..........................................................          81
11.8     No Waiver............................................................................          83
11.9     Successors and Assigns...............................................................          83
11.10    Survival.............................................................................          84
11.11    Severability.........................................................................          84
11.12    Construction.........................................................................          84
11.13    Confidentiality......................................................................          84
11.14    Counterparts; Effectiveness..........................................................          84
11.15    Disclosure of Information............................................................          85
11.16    Entire Agreement.....................................................................          85
</TABLE>

                                       iv
<PAGE>

                                    EXHIBITS
<TABLE>
<S>                        <C>
Exhibit A-1                Form of Revolving Note
Exhibit A-2                Form of Swingline Note
Exhibit B-1                Form of Notice of Borrowing
Exhibit B-2                Form of Notice of Swingline Borrowing
Exhibit B-3                Form of Notice of Conversion/Continuation
Exhibit B-4                Form of Letter of Credit Notice
Exhibit C                  Form of Compliance Certificate
Exhibit D                  Form of Assignment and Acceptance
Exhibit E                  Subsidiary Guaranty
Exhibit F                  Opinion of McGuire, Woods, Battle & Boothe, LLP
Exhibit G                  Form of Financial Condition Certificate
Exhibit H                  Form of Liquidity - Capital Adequacy Disclosure Certificate
</TABLE>

                                    SCHEDULES

<TABLE>
<S>                        <C>
Schedule 1.1               Deferred Tax Exceptions
Schedule 3.2               Letters of Credit
Schedule 5.7               Subsidiaries
Schedule 5.13              ERISA Matters
Schedule 5.14              Environmental
Schedule 8.2               Indebtedness
Schedule 8.3               Liens
Schedule 8.5               Investments
Schedule 8.7               Transactions with Affiliates
</TABLE>

<PAGE>

                                                                       Execution

                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT

         THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of the 7th
day of February, 2002, is made among THE ST. JOE COMPANY, a Florida corporation
with its principal offices in Jacksonville, Florida (the "Borrower"), the banks
and financial institutions listed on the signature pages hereto or that become
parties hereto after the date hereof (collectively, the "Lenders"), FIRST UNION
NATIONAL BANK ("First Union"), as administrative agent for the Lenders (in such
capacity, the "Agent"), Bank of America, N.A., as syndication agent (in such
capacity, the "Syndication Agent") and Wells Fargo Bank, national association,
SunTrust Bank and Regions Bank as documentation agents (in such capacity, the
"Documentation Agents").

                                    RECITALS

         A. The Borrower and the Lenders are parties to a credit agreement dated
as of March 30, 2000 as amended by the First Amendment to Credit Agreement dated
as of September 6, 2000, the Second Amendment to Credit Agreement dated as of
December 21, 2000, the First Amended and Restated Credit Agreement dated as of
May 8, 2001 and the First Amendment to First Amended and Restated Credit
Agreement dated as of July 16, 2001 (the "Initial Agreement").

         B. The Borrower desires to amend and restate the Initial Agreement to
(i) extend the maturity date by one year to March 30, 2004, (ii) allow the
Borrower to issue its Medium Term Notes, and (iii) revise certain of its
financial and other covenants.

         C. The Lenders and the Agent have agreed to amend and restate the
Initial Agreement as requested by the Borrower as set forth herein.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the mutual provisions, covenants
and agreements herein contained, the parties hereto hereby agree as follows:

                                   ARTICLE I

                                   DEFINITIONS

         1.1 Defined Terms. For purposes of this Agreement, in addition to the
terms defined elsewhere herein, the following terms shall have the meanings set
forth below (such meanings to be equally applicable to the singular and plural
forms thereof):

         "Account Designation Letter" shall mean a letter from the Borrower to
the Agent, duly completed and signed by an Authorized Officer and in form and
substance satisfactory to the Agent, listing any one or more accounts to which
the Borrower may from time to time request the Agent to forward the proceeds of
any Loans made hereunder.

<PAGE>

                                                                       Execution

         "Acquisition" shall mean any transaction or series of related
transactions, consummated on or after the date hereof, by which the Borrower
directly, or indirectly through one or more Subsidiaries, (i) acquires any going
business, or all or substantially all of the assets, of any Person, whether
through purchase of assets, merger or otherwise, or (ii) acquires securities or
other ownership interests of any Person having at least a majority of combined
voting power of the then outstanding securities or other ownership interests of
such Person.

         "Acquisition Amount" shall mean, with respect to any Acquisition, the
sum (without duplication) of (i) the amount of cash paid by the Borrower and its
Subsidiaries in connection with such Acquisition, (ii) the Fair Market Value of
all Capital Stock of the Borrower issued or given in connection with such
Acquisition, (iii) the amount (determined by using the face amount or the amount
payable at maturity, whichever is greater) of all Indebtedness incurred, assumed
or acquired by the Borrower and its Subsidiaries in connection with such
Acquisition, (iv) all additional purchase price amounts in connection with such
Acquisition in the form of earnouts and other contingent obligations that should
be recorded as a liability on the balance sheet of the Borrower and its
Subsidiaries or expensed, in either event in accordance with GAAP, Regulation
S-X under the Securities Act of 1933, as amended, or any other rule or
regulation of the Securities and Exchange Commission, (v) all amounts paid in
respect of covenants not to compete, consulting agreements and other affiliated
contracts in connection with such Acquisition, (vi) the amount of all
transaction fees and expenses (including, without limitation, legal, accounting
and finders' fees and expenses) incurred by the Borrower and its Subsidiaries in
connection with such Acquisition and (vii) the aggregate fair market value of
all other consideration given by the Borrower and its Subsidiaries in connection
with such Acquisition.

         "Adjusted LIBOR Rate" shall mean, at any time with respect to any LIBOR
Loan, a rate per annum equal to the LIBOR Rate as in effect at such time plus
the Applicable Margin Percentage for LIBOR Loans as in effect at such time.

         "Affiliate" shall mean, as to any Person, each other Person that
directly, or indirectly through one or more intermediaries, owns or controls, is
controlled by or under common control with, such Person or is a director or
officer of such Person. For purposes of this definition, with respect to any
Person "control" shall mean (i) the possession, direct or indirect, of the power
to direct or cause the direction of the management and policies of such Person,
whether through the ownership of voting securities, by contract or otherwise, or
(ii) the beneficial ownership of securities or other ownership interests of such
Person having 10% or more of the combined voting power of the then outstanding
securities or other ownership interests of such Person ordinarily (and apart
from rights accruing under special circumstances) having the right to vote in
the election of directors or other governing body of such Person.

         "Agent" shall mean First Union, in its capacity as Agent appointed
under ARTICLE X, and its successors and permitted assigns in such capacity.

         "Agents" shall mean the Administrative Agent, the Syndication Agent and
the Documentation Agents.

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                                                                       Execution

         "Agreement" shall mean the Initial Agreement, as amended through the
Second Restatement, and as amended, modified or supplemented from time to time.

         "Applicable Margin Percentage" shall mean, at any time from and after
the Initial Closing Date, the applicable percentage (a) to be added to the LIBOR
Rate pursuant to SECTION 2.8 for purposes of determining the Adjusted LIBOR
Rate, and (b) to be used in calculating the facility fee payable pursuant to
SECTION 2.9(A), in each case as determined under the following matrix with
reference to the Leverage Ratio:

<TABLE>
<CAPTION>
                                               Applicable Margin        Applicable Margin
                                                Percentage for            Percentage for            All-In Drawn
              Leverage Ratio                      LIBOR Loans              Facility Fee                  Cost
              --------------                      -----------              ------------                  ----
<S>                                            <C>                      <C>                         <C>
    Less than or equal to 0.30 to 1.0               0.800%                    0.200%                   1.000%

Greater than 0.30 to 1.0 but less than or
           equal to 0.40 to 1.0                     1.000%                    0.250%                   1.250%

         Greater than 0.40 to 1.0                   1.200%                    0.300%                   1.500%
</TABLE>

On each Adjustment Date (as hereinafter defined), the Applicable Margin
Percentage for all LIBOR Loans and the facility fee payable pursuant to SECTION
2.9(a) shall be adjusted effective as of such date (based upon the calculation
of the Leverage Ratio as of the last day of the fiscal period to which such
Adjustment Date relates) in accordance with the above matrix; provided, however,
that, notwithstanding the foregoing or anything else herein to the contrary, if
at any time the Borrower shall have failed to deliver the financial statements
and a Compliance Certificate as required by SECTION 6.1(a) or SECTION 6.1(b), as
the case may be, and SECTION 6.2(a), or if at any time an Event of Default shall
have occurred and be continuing, then at the election of the Required Lenders,
at all times from and including the date on which such statements and Compliance
Certificate are required to have been delivered (or the date of occurrence of
such Event of Default, as the case may be) to the date on which the same shall
have been delivered (or such Event of Default cured or waived, as the case may
be), each Applicable Margin Percentage shall be determined in accordance with
the above matrix as if the Leverage Ratio were greater than 0.40: 1.0
(notwithstanding the actual Leverage Ratio). For purposes of this definition,
"Adjustment Date" shall mean, with respect to any fiscal period of the Borrower
beginning with the fiscal quarter ending March 31, 2000, the tenth (10th) day
(or, if such day is not a Business Day, on the next succeeding Business Day)
after delivery by the Borrower in accordance with SECTION 6.1(a) or SECTION
6.1(B), as the case may be, of (i) financial statements as of the end of and for
such fiscal period and (ii) a duly completed Compliance Certificate with respect
to such fiscal period. Until the first Adjustment Date, the Applicable Margin
Percentage shall be determined in accordance with the above matrix as if the
Leverage Ratio were greater than 0.30 to 1.0 but less than or equal to 0.40 to
1.0.

         Notwithstanding anything in this Agreement to the contrary, in
determining the Applicable Margin Percentage during the period from the Second
Restatement Closing Date to the Adjustment Date for the fiscal quarter ending
September 30, 2002, the timberland assets

                                       3
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                                                                       Execution

included in Consolidated Total Assets shall be valued at $350 per acre in
connection with any change from the middle of the Applicable Margin Percentage
matrix to the higher tier (i.e. the lower level of pricing) in such matrix.

         "Assignee" shall have the meaning given to such term in SECTION
11.7(a).

         "Assignment and Acceptance" shall mean an Assignment and Acceptance
entered into between a Lender and an Assignee and accepted by the Agent and the
Borrower, in substantially the form of EXHIBIT D.

         "Authorized Officer" shall mean, with respect to any action specified
herein, any officer of the Borrower duly authorized by resolution of the board
of directors of the Borrower to take such action on its behalf, and whose
signature and incumbency shall have been certified to the Agent by the secretary
or an assistant secretary of the Borrower.

         "Bankruptcy Code" shall mean 11 U.S.C. ss.ss. 101 et seq., as amended
from time to time, and any successor statute.

         "Base Rate" shall mean the higher of (i) the per annum interest rate
publicly announced from time to time by First Union in Charlotte, North
Carolina, to be its prime rate (which may not necessarily be its best lending
rate), as adjusted to conform to changes as of the opening of business on the
date of any such change in such prime rate, and (ii) the Federal Funds Rate plus
0.5% per annum, as adjusted to conform to changes as of the opening of business
on the date of any such change in the Federal Funds Rate.

         "Base Rate Loan" shall mean, at any time, any Loan that bears interest
at such time at the Base Rate.

         "Borrower Margin Stock" shall mean shares of capital stock of the
Borrower that are held by the Borrower or any of its Subsidiaries and that
constitute Margin Stock.

         "Borrowing" shall mean the incurrence by the Borrower (including as a
result of conversions and continuations of outstanding Loans pursuant to SECTION
2.11) on a single date of a group of Loans of a single Type (or a Swingline Loan
made by the Swingline Lender) and, in the case of LIBOR Loans, as to which a
single Interest Period is in effect.

         "Borrowing Date" shall mean, with respect to any Borrowing, the date
upon which such Borrowing is made.

         "Business Day" shall mean (i) any day other than a Saturday or Sunday,
a legal holiday or a day on which commercial banks in Charlotte, North Carolina
are required by law to be closed and (ii) in respect of any determination
relevant to a LIBOR Loan, any such day that is also a day on which tradings are
conducted in the London interbank Eurodollar market.

         "Capital Stock" shall mean (i) with respect to any Person that is a
corporation, any and all shares, interests or equivalents in capital stock
(whether voting or nonvoting, and whether common or preferred) of such
corporation, and (ii) with respect to any Person that is not a corporation, any
and all partnership, membership, limited liability company or other equity

                                       4
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interests of such Person; and in each case, any and all warrants, rights or
options to purchase any of the foregoing.

         "Cash Collateral Account" shall have the meaning given to such term in
SECTION 3.8.

         "Cash Equivalents" shall mean (i) securities issued or unconditionally
guaranteed by the United States of America or any agency or instrumentality
thereof, backed by the full faith and credit of the United States of America and
maturing within 90 days from the date of acquisition, (ii) commercial paper
issued by any Person organized under the laws of the United States of America,
maturing within 90 days from the date of acquisition and, at the time of
acquisition, having a rating of at least A-1 or the equivalent thereof by
Standard & Poor's Ratings Services or at least P-1 or the equivalent thereof by
Moody's Investors Service, Inc., (iii) time deposits and certificates of deposit
maturing within 90 days from the date of issuance and issued by a bank or trust
company organized under the laws of the United States of America or any state
thereof that has combined capital and surplus of at least $500,000,000 and that
has (or is a subsidiary of a bank holding company that has) a long-term
unsecured debt rating of at least A or the equivalent thereof by Standard &
Poor's Ratings Services or at least A2 or the equivalent thereof by Moody's
Investors Service, Inc., (iv) repurchase obligations with a term not exceeding
seven (7) days with respect to underlying securities of the types described in
clause (i) above entered into with any bank or trust company meeting the
qualifications specified in clause (iii) above, and (v) money market funds at
least 95% of the assets of which are continuously invested in securities of the
type described in clause (i) above.

         "Commitment" shall mean, with respect to any Lender at any time, the
amount set forth opposite such Lender's name on its signature page hereto under
the caption "Commitment" or, if such Lender has entered into one or more
Assignment and Acceptances after the date hereof, the amount set forth for such
Lender at such time in the Register maintained by the Agent pursuant to SECTION
11.7(b) as such Lender's "Commitment," as such amount may be reduced or
increased at or prior to such time pursuant to the terms hereof.

         "Compliance Certificate" shall mean a fully completed and duly executed
certificate in the form of EXHIBIT C, together with a Covenant Compliance
Worksheet.

         "Consolidated Adjusted Debt" shall mean, as of any date of
determination, with respect to the Borrower and the Subsidiary Guarantors as of
such date, determined on a consolidated basis in accordance with GAAP, the
aggregate (without duplication) of all (i) Funded Debt (provided that any Funded
Debt consisting of revolving credit borrowings shall be offset by the amount of
cash held as of such date by the Borrower and the Subsidiary Guarantors
(including not more than 70% of cash being held in connection with any Section
1031 like-kind-exchange transaction, but excluding other cash held in any escrow
or trust account)), (ii) deferred taxes (excluding the deferred taxes listed on
SCHEDULE 1.1), (iii) Contingent Obligations and (iv) Project Contingent
Liabilities. Consolidated Adjusted Debt shall not include any Indebtedness
directly related to forward sale transactions involving Margin Stock owned by
Southeast Insurance Company, other than deferred tax liabilities relating to
such transactions.

         "Consolidated Balance Sheet Assets" shall mean, as of any date of
determination, all assets of the Borrower and the Subsidiary Guarantors that
would, in accordance with GAAP, be

                                       5
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                                                                       Execution

classified as assets on a consolidated balance sheet of the Borrower and its
Subsidiaries as of such date; provided, that (i) the amount of goodwill included
as a part of Consolidated Balance Sheet Assets shall not exceed the unamortized
amount as of such date of goodwill arising from the acquisitions of Prudential
Florida Realty (now Arvida Realty Services, Inc.), Goodman Segar GVA, and
Florida Real Estate Advisors (now Advantis) and (ii) timberland assets shall be
valued at $750 per acre. Consolidated Balance Sheet Assets shall not include (x)
Margin Stock held by Southeast Insurance Company or any other assets directly
related to forward sale transactions involving such Margin Stock, other than the
net non-Margin Stock proceeds received by Southeast Insurance Company upon the
final settlement of such forward sale transactions and(y) Investments purchased
in connection with any Indebtedness incurred in direct relation to the escrow
deposits held in demand deposit accounts by Arvida Realty Services, Inc.
Consolidated Balance Sheet Assets shall include the assets included in the DEVIL
Transactions (whether or not such assets are consolidated for financial
accounting purposes).

         "Consolidated EBITDA" shall mean, for any period, the aggregate of (i)
Consolidated Net Income for such period, plus (ii) the sum of Consolidated
Interest Expense, federal, state, local and other income taxes, depreciation,
amortization of intangible assets, and extraordinary or nonrecurring noncash
losses (including in connection with the sale or write-down of assets), all to
the extent taken into account in the calculation of Consolidated Net Income for
such period, minus (iii) the sum of extraordinary or nonrecurring noncash gains
(including in connection with the sale or write-up of assets) and noncash
credits increasing income for such period, all to the extent taken into account
in the calculation of Consolidated Net Income for such period.

         "Consolidated Interest Expense" shall mean, for any period, the sum
(without duplication) of (i) total interest expense of the Borrower and the
Subsidiary Guarantors for such period in respect of Funded Debt of the Borrower
and its Subsidiaries (including, without limitation, all such interest expense
accrued or capitalized during such period, whether or not actually paid during
such period), determined on a consolidated basis in accordance with GAAP, (ii)
all net amounts payable under or in respect of Hedge Agreements, to the extent
paid or accrued by the Borrower and any Subsidiary Guarantor during such period,
and (iii) all facility fees, commitment fees and other ongoing fees in respect
of Funded Debt (including the facility fee provided for under SECTION 2.9(a) and
the fees provided for under the Fee Letter) paid, accrued or capitalized by the
Borrower and its Subsidiaries during such period. Consolidated Interest Expense
(i) shall not include any non-cash interest expense directly related to forward
sale transactions involving Margin Stock owned by Southeast Insurance Company
and (ii) shall include interest expense (other than interest expense funded
through any interest reserve that is included in Consolidated Adjusted Debt)
related to the DEVIL Transactions (whether or not such interest expense is
consolidated for financial accounting purposes).

         "Consolidated Net Income" shall mean, for any period, net income (or
loss) for the Borrower and the Subsidiary Guarantors (but including income
earned upon the Capital Stock of Arvida/JMB Partners, Ltd. held by St. Joe
Capital I) for such period, determined on a consolidated basis in accordance
with GAAP.

                                       6
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                                                                       Execution

         "Consolidated Net Worth" shall mean, as of any date of determination,
the net worth of the Borrower and the Subsidiary Guarantors as of such date,
determined on a consolidated basis in accordance with GAAP but excluding any
Disqualified Capital Stock.

         "Consolidated Secured Debt" shall mean, as of any date of
determination, with respect to the Borrower and the Subsidiary Guarantors as of
such date, determined on a consolidated basis in accordance with GAAP, the
aggregate (without duplication) of all (i) Funded Debt, (ii) Contingent
Obligations (but only to the extent they would be included as liabilities on a
balance sheet prepared in accordance with GAAP), and (iii) Indebtedness incurred
in connection with the DEVIL Transactions, but, in each case, only to the extent
such Indebtedness is secured directly or indirectly by any Lien upon or with
respect to any assets, whether now owned or hereafter acquired, that would, in
accordance with GAAP, be classified as assets on a consolidated balance sheet of
the Borrower and its Subsidiaries as of such date. Consolidated Secured Debt
shall not include (x) the Obligations or the Medium Term Notes so long as such
Indebtedness is included in Consolidated Unsecured Debt, (y) any Indebtedness
directly related to forward sale transactions involving Margin Stock owned by
Southeast Insurance Company, or (z) Indebtedness incurred in direct relation to
the escrow deposits held in demand deposit accounts by Arvida Realty Services,
Inc.

         "Consolidated Total Assets" shall mean, as of any date of
determination, all assets of the Borrower and the Subsidiary Guarantors that
would, in accordance with GAAP, be classified on a consolidated balance sheet of
the Borrower and its Subsidiaries as assets as of such date; provided, that (i)
the amount of goodwill included as a part of Consolidated Total Assets shall not
exceed the unamortized amount as of such date of goodwill arising from the
acquisitions of Prudential Florida Realty (now Arvida Realty Services, Inc.),
Goodman Segar GVA, and Florida Real Estate Advisors (now Advantis), (ii)
Permitted Joint Venture Investments shall be valued based on the Borrower or
Subsidiary Guarantor's pro rata share of the assets of each Joint Venture, (iii)
timberland assets shall be valued at $750 per acre, and (iv) for purposes of
calculating the Leverage Ratio only, the amount of cash used to offset Funded
Debt in determining Consolidated Adjusted Debt shall be excluded from
Consolidated Total Assets. Consolidated Total Assets (i) shall not include
Margin Stock held by Southeast Insurance Company or any other assets directly
related to forward sale transactions involving such Margin Stock, other than the
net non-Margin Stock proceeds received by Southeast Insurance Company upon the
final settlement of such forward sale transactions and (ii) shall include the
assets included in the DEVIL Transactions (whether or not such assets are
consolidated for financial accounting purposes).

         "Consolidated Unencumbered Assets" shall mean, as of any date of
determination, all assets of the Borrower and the Subsidiary Guarantors that
would, in accordance with GAAP, be classified as assets on a consolidated
balance sheet of the Borrower and its Subsidiaries as of such date, provided
that such assets are not subject directly or indirectly to any Lien securing any
Consolidated Secured Debt as of such date and, provided further that the amount
of goodwill included as a part of Consolidated Unencumbered Assets shall not
exceed the unamortized amount as of such date of goodwill arising from the
acquisitions of Prudential Florida Realty (now Arvida Realty Services, Inc.),
Goodman Segar GVA, and Florida Real Estate Advisors (now Advantis). To the
extent timberland assets are included as Consolidated Unencumbered Assets, such
assets shall be valued at $750 per acre. Consolidated Unencumbered Assets shall

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include the real property that is subject to the mortgages securing the
intercompany notes pledged pursuant to the Pledge Agreement so long as such
mortgages remain unrecorded. Consolidated Unencumbered Assets shall not include
Permitted Joint Venture Investments.

         "Consolidated Unsecured Debt" shall mean, as of any date of
determination, with respect to the Borrower and the Subsidiary Guarantors as of
such date, determined on a consolidated basis in accordance with GAAP, all
Funded Debt, but only to the extent such Indebtedness is not secured directly or
indirectly by any Lien upon or with respect to any assets, whether now owned or
hereafter acquired, that would, in accordance with GAAP, be classified as assets
on a consolidated balance sheet of the Borrower and its Subsidiaries as of such
date (but in all events including the Obligations and the Medium Term Notes).

         "Contingent Obligation" shall mean, with respect to any Person, any
direct or indirect liability of such Person with respect to any Indebtedness,
liability or other obligation (the "primary obligation") of another Person (the
"primary obligor"), whether or not contingent, (a) to purchase, repurchase or
otherwise acquire such primary obligation or any property constituting direct or
indirect security therefor, (b) to advance or provide funds (i) for the payment
or discharge of any such primary obligation or (ii) to maintain working capital
or equity capital of the primary obligor or otherwise to maintain the net worth
or solvency or any balance sheet item, level of income or financial condition of
the primary obligor, (c) to purchase property, securities or services primarily
for the purpose of assuring the owner of any such primary obligation of the
ability of the primary obligor in respect thereof to make payment of such
primary obligation or (d) otherwise to assure or hold harmless the owner of any
such primary obligation against loss or failure or inability to perform in
respect thereof; provided, however, that, with respect to the Borrower and its
Subsidiaries, the term Contingent Obligation shall not include (i) endorsements
for collection or deposit in the ordinary course of business or (ii) the
unfunded portion of any Funded Debt of the primary obligor.

         "Covenant Compliance Worksheet" shall mean a fully completed worksheet
in the form of Attachment A to EXHIBIT C.

         "Credit Documents" shall mean this Agreement, the Notes, the Letters of
Credit, the Fee Letter, the Subsidiary Guaranty, the Pledge Agreement and all
other agreements, instruments, documents and certificates now or hereafter
executed and delivered to the Agent or any Lender by or on behalf of the
Borrower or any of its Subsidiaries with respect to this Agreement and the
transactions contemplated hereby, in each case as amended, modified,
supplemented or restated from time to time, but specifically excluding any Hedge
Agreement to which the Borrower and any Lender or Affiliate of any Lender are
parties.

         "Default" shall mean any event or condition that, with the passage of
time or giving of notice, or both, would constitute an Event of Default.

         "Defaulting Lender" means, at any time, any Lender that, at such time,
(i) has failed to make an extension or conversion of, or participation in, a
Loan or the issuance or extension of, or participation in, a Letter of Credit,
in either case as required pursuant to the terms of this Credit Agreement, (ii)
has failed to pay to the Agent or any Lender an amount owned by such Lender
pursuant to the terms of the Credit Agreement or any other of the Credit
Documents, or (iii) has

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been deemed insolvent or has become subject to a bankruptcy or insolvency
proceeding or to a receiver, trustee or similar proceeding.

         "DEVIL Transactions" shall mean certain structured facility and related
transactions pursuant to which an unrelated developer entity will develop new
real estate projects under the contractual direction and control of the
Borrower, typically on land owned by the Borrower or its Subsidiaries, which
transactions will have substantially the following attributes: (i) approximately
90% of the capital for such development will be provided through a loan facility
to the developer entity that will be guaranteed by the Borrower; (ii) the
Borrower (or a Subsidiary with a guaranty from the Borrower) will lease the
completed projects and will have the option to purchase the projects for cost;
and, (iii) the Borrower expects that such purchases will be made when they can
be matched with land sales to create a tax-free exchange.

         "Disqualified Capital Stock" shall mean, with respect to any Person,
any Capital Stock of such Person that, by its terms (or by the terms of any
security into which it is convertible or for which it is exchangeable), or upon
the happening of any event or otherwise, (i) matures or is mandatorily
redeemable or subject to any mandatory repurchase requirement, pursuant to a
sinking fund obligation or otherwise, (ii) is redeemable or subject to any
mandatory repurchase requirement at the sole option of the holder thereof, or
(iii) is convertible into or exchangeable for (whether at the option of the
issuer or the holder thereof) (a) debt securities or (b) any Capital Stock
referred to in (i) or (ii) above, in each case under (i), (ii) or (iii) above at
any time on or prior to the first anniversary of the Maturity Date; provided,
however, that only the portion of Capital Stock that so matures or is
mandatorily redeemable, is so redeemable at the option of the holder thereof, or
is so convertible or exchangeable on or prior to such date shall be deemed to be
Disqualified Capital Stock.

         "Distribution and Recapitalization Agreement" shall mean the
Distribution and Recapitalization Agreement, dated as of October 26, 1999,
between the Borrower and Florida East Coast Industries, Inc

         "Dollars" or "$" shall mean dollars of the United States of America.

         "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as amended from time to time, and any successor statute, and all rules and
regulations from time to time promulgated thereunder.

         "ERISA Affiliate" shall mean any Person (including any trade or
business, whether or not incorporated) that would be deemed to be under "common
control" with, or a member of the same "controlled group" as, the Borrower or
any of its Subsidiaries, within the meaning of Sections 414(b), (c), (m) or (o)
of the Internal Revenue Code or Section 4001 of ERISA.

         "ERISA Event" shall mean any of the following with respect to a Plan or
Multiemployer Plan, as applicable: (i) a Reportable Event with respect to a Plan
or a Multiemployer Plan, (ii) a complete or partial withdrawal by the Borrower
or any ERISA Affiliate from a Multiemployer Plan that results in liability under
Section 4201 or 4204 of ERISA, or the receipt by the Borrower or any ERISA
Affiliate of notice from a Multiemployer Plan that it is in reorganization or
insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to
terminate or has

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terminated under Section 4041A of ERISA, (iii) the distribution by the Borrower
or any ERISA Affiliate under Section 4041 or 4041A of ERISA of a notice of
intent to terminate any Plan or the taking of any action to terminate any Plan,
(iv) the commencement of proceedings by the PBGC under Section 4042 of ERISA for
the termination of, or the appointment of a trustee to administer, any Plan, or
the receipt by the Borrower or any ERISA Affiliate of a notice from any
Multiemployer Plan that such action has been taken by the PBGC with respect to
such Multiemployer Plan, (v) the institution of a proceeding by any fiduciary of
any Multiemployer Plan against the Borrower or any ERISA Affiliate to enforce
Section 515 of ERISA, which is not dismissed within thirty (30) days, (vi) the
imposition upon the Borrower or any ERISA Affiliate of any liability under Title
IV of ERISA, other than for PBGC premiums due but not delinquent under Section
4007 of ERISA, or the imposition or threatened imposition of any Lien upon any
assets of the Borrower or any ERISA Affiliate as a result of any alleged failure
to comply with the Internal Revenue Code or ERISA in respect of any Plan, (vii)
the engaging in or otherwise becoming liable for a nonexempt Prohibited
Transaction by the Borrower or any ERISA Affiliate, (viii) a violation of the
applicable requirements of Section 404 or 405 of ERISA or the exclusive benefit
rule under Section 401(a) of the Internal Revenue Code by any fiduciary of any
Plan for which the Borrower or any of its ERISA Affiliates may be directly or
indirectly liable or (ix) the adoption of an amendment to any Plan that,
pursuant to Section 401(a)(29) of the Internal Revenue Code or Section 307 of
ERISA, would result in the loss of tax-exempt status of the trust of which such
Plan is a part if the Borrower or an ERISA Affiliate fails to timely provide
security to such Plan in accordance with the provisions of such sections.

         "Eligible Assignee" shall mean (i) a commercial bank organized under
the laws of the United States or any state thereof and having total assets in
excess of $1,000,000,000, (ii) a commercial bank organized under the laws of any
other country that is a member of the Organization for Economic Cooperation and
Development or any successor thereto (the "OECD") or a political subdivision of
any such country and having total assets in excess of $1,000,000,000, provided
that such bank or other financial institution is acting through a branch or
agency located in the United States, in the country under the laws of which it
is organized or in another country that is also a member of the OECD, (iii) the
central bank of any country that is a member of the OECD, (iv) a finance
company, insurance company or other financial institution or fund that is
engaged in making, purchasing or otherwise investing in loans in the ordinary
course of its business and having total assets in excess of $500,000,000, (v)
any Affiliate of an existing Lender or (vi) any other Person approved by the
Required Lenders, which approval shall not be unreasonably withheld.

         "Environmental Claims" shall mean any and all administrative,
regulatory or judicial actions, suits, demands, demand letters, claims, liens,
accusations, allegations, notices of noncompliance or violation, investigations
(other than internal reports prepared by any Person in the ordinary course of
its business and not in response to any third party action or request of any
kind) or proceedings relating in any way to any actual or alleged violation of
or liability under any Environmental Law or relating to any permit issued, or
any approval given, under any such Environmental Law (collectively, "Claims"),
including, without limitation, (i) any and all Claims by Governmental
Authorities for enforcement, cleanup, removal, response, remedial or other
actions or damages pursuant to any applicable Environmental Law and (ii) any and
all Claims by any third party seeking damages, contribution, indemnification,
cost recovery, compensation or

                                       10
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injunctive relief resulting from Hazardous Substances or arising from alleged
injury or threat of injury to human health or the environment.

         "Environmental Laws" shall mean any and all federal, state and local
laws, statutes, ordinances, rules, regulations, permits, licenses, approvals,
rules of common law and orders of courts or Governmental Authorities, relating
to the protection of human health or occupational safety or the environment, now
or hereafter in effect and in each case as amended from time to time, including,
without limitation, requirements pertaining to the manufacture, processing,
distribution, use, treatment, storage, disposal, transportation, handling,
reporting, licensing, permitting, investigation or remediation of Hazardous
Substances.

         "Event of Default" shall have the meaning given to such term in SECTION
9.1.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time, and any successor statute, and all rules and
regulations from time to time promulgated thereunder.

         "Fair Market Value" shall mean, with respect to any Capital Stock of
the Borrower given in connection with an Acquisition, the value given to such
Capital Stock for purposes of such Acquisition by the parties thereto, as
determined in good faith pursuant to the relevant acquisition agreement or
otherwise in connection with such Acquisition.

         "Federal Funds Rate" shall mean, for any period, a fluctuating per
annum interest rate (rounded upwards, if necessary, to the nearest 1/100 of one
percentage point) equal for each day during such period to the weighted average
of the rates on overnight federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers, as published for such day (or,
if such day is not a Business Day, for the next preceding Business Day) by the
Federal Reserve Bank of New York, or if such rate is not so published for any
day that is a Business Day, the average of the quotations for such day on such
transactions received by the Agent from three federal funds brokers of
recognized standing selected by the Agent.

         "Federal Reserve Board" shall mean the Board of Governors of the
Federal Reserve System or any successor thereto.

         "Fee Letter" shall mean the letter from First Union to the Borrower,
dated November 26, 1999, relating to certain fees payable by the Borrower in
respect of the transactions contemplated by this Agreement, as amended, modified
or supplemented from time to time.

         "Financial Condition Certificate" shall mean a fully completed and duly
executed certificate, substantially in the form of EXHIBIT G, together with the
attachments thereto.

         "Financial Officer" shall mean, with respect to the Borrower, the chief
financial officer, vice president - finance, principal accounting officer or
treasurer of the Borrower, or David F. Childers, III so long as he remains an
assistant treasurer of the Borrower.

         "Funded Debt" shall mean, with respect to any Person, all Indebtedness
for borrowed money of such Person.

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                                                                       Execution

         "GAAP" shall mean generally accepted accounting principles, as set
forth in the statements, opinions and pronouncements of the Accounting
Principles Board, the American Institute of Certified Public Accountants and the
Financial Accounting Standards Board, consistently applied and maintained, as in
effect from time to time (subject to the provisions of SECTION 1.2).

         "Governmental Authority" shall mean any nation or government, any state
or other political subdivision thereof and any central bank thereof, any
municipal, local, city or county government, and any entity exercising
executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government, and any corporation or other entity owned or
controlled, through stock or capital ownership or otherwise, by any of the
foregoing.

         "Guarantor Certificate" shall have the meaning given to such term in
SECTION 4.2(a)(ii).

         "Hazardous Substances" shall mean any substances or materials (i) that
are or become defined as hazardous wastes, hazardous substances, pollutants,
contaminants or toxic substances under any Environmental Law, (ii) that are
defined by any Environmental Law as toxic, explosive, corrosive, ignitable,
infectious, radioactive, mutagenic or otherwise hazardous, (iii) the presence of
which require investigation or response under any Environmental Law, (iv) that
constitute a nuisance, trespass or health or safety hazard to Persons or
neighboring properties, (v) that consist of underground or aboveground storage
tanks, whether empty, filled or partially filled with any substance, or (vi)
that contain, without limitation, asbestos, polychlorinated biphenyls, urea
formaldehyde foam insulation, petroleum hydrocarbons, petroleum derived
substances or wastes, crude oil, nuclear fuel, natural gas or synthetic gas.

         "Hedge Agreement" shall mean 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" shall mean, with respect to any Person (without
duplication), (i) all indebtedness and obligations of such Person for borrowed
money or in respect of loans or advances of any kind, (ii) all obligations of
such Person evidenced by notes, bonds, debentures or similar instruments
(including the Medium Term Notes), (iii) all reimbursement obligations of such
Person with respect to surety bonds, letters of credit and bankers' acceptances
(in each case, whether or not drawn or matured and in the stated amount
thereof), (iv) all obligations of such Person to pay the deferred purchase price
of property or services, (v) all indebtedness created or arising under any
conditional sale or other title retention agreement with respect to property
acquired by such Person, (vi) all obligations of such Person as lessee under
leases that are or are required to be, in accordance with GAAP, recorded as
capital leases, to the extent such obligations are required to be so recorded,
(vii) all Disqualified Capital Stock issued by such Person, with the amount of
Indebtedness represented by such Disqualified Capital Stock being equal to the
greater of its voluntary or involuntary liquidation preference and its maximum
fixed repurchase price, but excluding accrued dividends, if any (for purposes
hereof, the "maximum fixed repurchase price" of any Disqualified Capital Stock
that does not have a fixed repurchase price shall be calculated in accordance
with the terms of such Disqualified Capital Stock as if such Disqualified
Capital Stock were purchased on any date on which Indebtedness shall be required
to be determined pursuant to this Agreement, and if such price is based upon, or

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measured by, the fair market value of such Disqualified Capital Stock, such fair
market value shall be determined reasonably and in good faith by the board of
directors or other governing body of the issuer of such Disqualified Capital
Stock), (viii) the net termination obligations of such Person under any Hedge
Agreements, calculated as of any date as if such agreement or arrangement were
terminated as of such date, (ix) all Contingent Obligations of such Person and
(x) all indebtedness referred to in clauses (i) through (ix) above secured by
any Lien on any property or asset owned or held by such Person regardless of
whether the indebtedness secured thereby shall have been assumed by such Person
or is nonrecourse to the credit of such Person.

         "Initial Agreement" shall have the meaning given to such term in the
Recitals hereto.

         "Initial Closing Date" shall mean March 30, 2000.

         "Interest Coverage Ratio" shall mean, as of the last day of any fiscal
quarter, the ratio of (i) Consolidated EBITDA for the period of two consecutive
fiscal quarters then ending to (ii) Consolidated Interest Expense for such
period.

         "Interest Period" shall have the meaning given to such term in SECTION
2.10.

         "Internal Revenue Code" shall mean the Internal Revenue Code of 1986,
as amended from time to time, and any successor statute, and all rules and
regulations from time to time promulgated thereunder.

         "Investment" shall have the meaning given to such term in SECTION 8.5.

         "Issuing Lender" shall mean First Union in its capacity as issuer of
the Letters of Credit, and its successors in such capacity.

         "Joint Venture" shall mean a Person in which the Borrower has made a
Permitted Joint Venture Investment.

         "LIBOR Loan" shall mean, at any time, any Loan that bears interest at
such time at the Adjusted LIBOR Rate.

         "LIBOR Rate" shall mean, with respect to each LIBOR Loan comprising
part of the same Borrowing for any Interest Period, an interest rate per annum
obtained by dividing (i)(y) the rate of interest (rounded upward, if necessary,
to the nearest 1/16 of one percentage point) appearing on Telerate Page 3750 (or
any successor page) or (z) if no such rate is available, the rate of interest
determined by the Agent to be the rate or the arithmetic mean of rates (rounded
upward, if necessary, to the nearest 1/16 of one percentage point) at which
Dollar deposits in immediately available funds are offered by First Union to
first-tier banks in the London interbank Eurodollar market, in each case under
(y) and (z) above at approximately 11:00 a.m., London time, two (2) Business
Days prior to the first day of such Interest Period for a period substantially
equal to such Interest Period and in an amount substantially equal to the amount
of First Union's LIBOR Loan comprising part of such Borrowing, by (ii) the
amount equal to 1.00 minus the Reserve Requirement (expressed as a decimal) for
such Interest Period.

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         "Lender" shall mean each financial institution signatory hereto and
each other financial institution that becomes a "Lender" hereunder pursuant to
SECTION 2.1(C) or SECTION 11.7, and their respective successors and assigns. For
purposes of the Subsidiary Guaranty only, the term "Lender" shall also mean any
Affiliate of any Lender in its capacity as a counterparty to any Hedge Agreement
with the Borrower required or permitted under this Agreement.

         "Lending Office" shall mean, with respect to any Lender, the office of
such Lender designated as its "Lending Office" on its signature page hereto or
in an Assignment and Acceptance, or such other office as may be otherwise
designated in writing from time to time by such Lender to the Borrower and the
Agent. A Lender may designate separate Lending Offices as provided in the
foregoing sentence for the purposes of making or maintaining different Types of
Loans, and, with respect to LIBOR Loans, such office may be a domestic or
foreign branch or Affiliate of such Lender.

         "Letter of Credit Exposure" shall mean, with respect to any Lender at
any time, such Lender's ratable share (based on the proportion that its
Commitment bears to the aggregate Commitments at such time) of the sum of (i)
the aggregate Stated Amount of all Letters of Credit outstanding at such time
and (ii) the aggregate amount of all Reimbursement Obligations outstanding at
such time.

         "Letter of Credit Notice" shall have the meaning given to such term in
SECTION 3.2.

         "Letters of Credit" shall have the meaning given to such term in
SECTION 3.1.

         "Leverage Ratio" shall mean, as of the last day of any fiscal quarter,
the ratio of (i) Consolidated Adjusted Debt as of such date to (ii) Consolidated
Total Assets.

         "Lien" shall mean any mortgage, pledge, hypothecation, assignment,
security interest, lien (statutory or otherwise), preference, priority, charge
or other encumbrance of any nature, whether voluntary or involuntary, including,
without limitation, the interest of any vendor or lessor under any conditional
sale agreement, title retention agreement, capital lease or any other lease or
arrangement having substantially the same effect as any of the foregoing.

         "Loans" shall mean any or all of the Revolving Loans and the Swingline
Loans.

         "Margin Stock" shall have the meaning given to such term in Regulation
U.

         "Material Adverse Change" shall mean a material adverse change in the
condition (financial or otherwise), operations, prospects, business, properties
or assets of the Borrower and its Subsidiaries, taken as a whole; provided that
the transactions substantially as provided for in the Distribution and
Recapitalization Agreement shall not be deemed to constitute a Material Adverse
Change.

         "Material Adverse Effect" shall mean a material adverse effect upon (i)
the condition (financial or otherwise), operations, prospects, business,
properties or assets of the Borrower and its Subsidiaries, taken as a whole,
(ii) the ability of the Borrower or any Subsidiary to perform its obligations
under this Agreement or any of the other Credit Documents to which it is a party
or (iii) the legality, validity or enforceability of this Agreement or any of
the other Credit

                                       14
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                                                                       Execution

Documents or the rights and remedies of the Agent and the Lenders hereunder and
thereunder; provided that the transactions substantially as provided for in the
Distribution and Recapitalization Agreement shall not be deemed to have a
Material Adverse Effect.

         "Material Contract" shall have the meaning given to such term in
SECTION 5.18.

         "Maturity Date" shall mean March 30, 2004; provided, however, that the
Maturity Date may be extended for additional one-year periods if (i) the Agent
receives a request for such extension at least fourteen (14) months prior to the
stated Maturity Date then in effect and (ii) one hundred percent (100%) of the
Lenders (including any replacement Lenders acceptable to Borrower and Agent)
approve such extension within one (1) year prior to the Maturity Date in effect
at such time.

         "Medium Term Notes" shall mean the senior notes of the Borrower issued
on or about the date hereof in the aggregate principal amount of $175,000,000
and with varying maturities of up to ten years, which notes rank pari passu in
right of repayment with the Obligations.

         "Multiemployer Plan" shall mean any "multiemployer plan" within the
meaning of Section 4001(a)(3) of ERISA to which the Borrower or any ERISA
Affiliate makes, is making or is obligated to make contributions or has made or
been obligated to make contributions.

         "Notes" shall mean any or all of the Revolving Notes and the Swingline
Note.

         "Notice of Borrowing" shall have the meaning given to such term in
SECTION 2.2(b).

         "Notice of Conversion/Continuation" shall have the meaning given to
such term in SECTION 2.11(b).

         "Notice of Swingline Borrowing" shall have the meaning given to such
term in SECTION 2.2(d).

         "Obligations" shall mean all principal of and interest (including, to
the greatest extent permitted by law, post-petition interest) on the Loans, all
Reimbursement Obligations and all fees, expenses, indemnities and other
obligations owing, due or payable at any time by the Borrower to the Agent, any
Lender, the Issuing Lender or any other Person entitled thereto, under this
Agreement or any of the other Credit Documents.

         "PBGC" shall mean the Pension Benefit Guaranty Corporation and any
successor thereto.

         "Participant" shall have the meaning given to such term in SECTION
11.7(d).

         "Permitted Acquisition" shall mean (a) any Acquisition with respect to
which all of the following conditions are satisfied: (i) each business acquired
shall be within the permitted lines of business described in SECTION 8.9, (ii)
any Capital Stock given as consideration in connection therewith shall be
Capital Stock of the Borrower, (iii) in the case of an Acquisition involving the
acquisition of control of Capital Stock of any Person, immediately after giving
effect to such Acquisition such Person (or the surviving Person, if the
Acquisition is effected through a merger or consolidation) shall be the Borrower
or a Wholly Owned Subsidiary Guarantor, and (iv) all of

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                                                                       Execution

the conditions and requirements of SECTIONS 6.8 and 6.9 applicable to such
Acquisition are satisfied; or (b) any other Acquisition to which the Required
Lenders (or the Agent on their behalf) shall have given their prior written
consent (which consent may be in their sole discretion and may be given subject
to such additional terms and conditions as the Required Lenders shall establish)
and with respect to which all of the conditions and requirements set forth in
this definition and in SECTION 6.8, and in or pursuant to any such consent, have
been satisfied or waived in writing by the Required Lenders (or the Agent on
their behalf).

         "Permitted Joint Venture Investment" shall mean (a) any Investment by
the Borrower or any Wholly-Owned Subsidiary Guarantor with respect to which all
of the following conditions are satisfied: (i) the Person in which the
Investment is made is engaged principally in the real estate development
business or otherwise in one or more of the permitted lines of business
described in SECTION 8.9, and (ii) all of the conditions and requirements of
SECTION 6.10 applicable to such Investment are satisfied; or (b) any other
Investment to which the Required Lenders (or the Agent on their behalf) shall
have given their prior written consent (which consent may be in their sole
discretion and may be given subject to such additional terms and conditions as
the Required Lenders shall establish) and with respect to which all of the
conditions and requirements set forth in this definition and in SECTION 6.10,
and in or pursuant to any such consent, have been satisfied or waived in writing
by the Required Lenders (or the Agent on their behalf).

         "Permitted Liens" shall have the meaning given to such term in SECTION
8.3.

         "Person" shall mean any corporation, association, joint venture,
partnership, limited liability company, organization, business, individual,
trust, government or agency or political subdivision thereof or any other legal
entity.

         "Plan" shall mean any "employee pension benefit plan" within the
meaning of Section 3(2) of ERISA that is subject to the provisions of Title IV
of ERISA (other than a Multiemployer Plan) and to which the Borrower or any
ERISA Affiliate may have any liability.

         "Pledge Agreement' shall mean the Amended and Restated Pledge
Agreement, dated on or about the Second Amendment Closing Date, between St. Joe
Finance Company, First Union, as collateral agent, the Lenders and the holders
of the Medium Term Notes, as amended, modified or supplemented from time to
time.

         "Pro Forma Balance Sheet" shall have the meaning given to such term in
SECTION 5.11(b).

         "Prohibited Transaction" shall mean any transaction described in (i)
Section 406 of ERISA that is not exempt by reason of Section 408 of ERISA or by
reason of a Department of Labor prohibited transaction individual or class
exemption or (ii) Section 4975(c) of the Internal Revenue Code that is not
exempt by reason of Section 4975(c)(2) or 4975(d) of the Internal Revenue Code.

         "Project" shall mean any real estate development project in which
either the Borrower or its Subsidiaries has a financial interest, either
directly or through any Joint Venture.

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         "Project Contingent Liabilities" shall mean, with respect to each
Project as of any date of determination, the greater of (i) all guarantees of
the Borrower and its Subsidiary Guarantors of funded indebtedness relating to
such Project (other than completion-only guarantees), (ii) the Borrower's and
its Subsidiary Guarantors' pro rata share of non-recourse funded indebtedness
relating to the Project and (iii) completion-only guarantees, which shall be
assigned a value equivalent to (A) ten percent (10%) of total projected Project
costs (excluding land) if the general contractor on such project has delivered a
completion bond on customary terms for such Project and (B) twenty percent (20%)
of total projected Project costs (excluding land) if no such bond has been
delivered. For purposes of this definition, "completion-only guarantees" means a
guaranty obligation that terminates upon the issuance of (i) a certificate of
occupancy (or its equivalent) and (ii) a final lien release from the general
contractor. Project Contingent Liabilities shall also include all guarantees or
other Contingent Obligations or Indebtedness, without duplication, that are made
or incurred by the Borrower or any Subsidiary in connection with the DEVIL
Transactions.

         "Projections" shall have the meaning given to such term in SECTION
5.11(c).

         "Refunded Swingline Loan" shall have the meaning given to such term in
SECTION 2.2(e).

         "Register" shall have the meaning given to such term in SECTION
11.7(b).

         "Regulations D, T, U and X" shall mean Regulations D, T, U and X,
respectively, of the Federal Reserve Board, and any successor regulations.

         "Reimbursement Obligation" shall have the meaning given to such term in
SECTION 3.4.

         "Reportable Event" shall mean (i) any "reportable event" within the
meaning of Section 4043(c) of ERISA for which the 30-day notice under Section
4043(a) of ERISA has not been waived by the PBGC (including any failure to meet
the minimum funding standard of, or timely make any required installment under,
Section 412 of the Internal Revenue Code or Section 302 of ERISA, regardless of
the issuance of any waivers in accordance with Section 412(d) of the Internal
Revenue Code), (ii) any such "reportable event" subject to advance notice to the
PBGC under Section 4043(b)(3) of ERISA, (iii) any application for a funding
waiver or an extension of any amortization period pursuant to Section 412 of the
Internal Revenue Code, and (iv) a cessation of operations described in Section
4062(e) of ERISA.

         "Required Lenders" shall mean the Lenders holding outstanding Loans and
Unutilized Commitments (or, after the termination of the Commitments,
outstanding Loans and Letter of Credit Exposure) representing more than
sixty-six and two-thirds percent (66-2/3%) of the aggregate at such time of all
outstanding Loans and Unutilized Commitments (or, after the termination of the
Commitments, the aggregate at such time of all outstanding Loans and Letter of
Credit Exposure); provided that the Commitments of, and outstanding principal
amount of outstanding Loans and Letter of Credit Exposure owing to, a Defaulting
Lender shall be excluded for purposes hereof in making a determination of
Required Lenders.

         "Requirement of Law" shall mean, with respect to any Person, the
charter, articles or certificate of organization or incorporation and bylaws or
other organizational or governing documents of such Person, and any statute,
law, treaty, rule, regulation, order, decree, writ,

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injunction or determination of any arbitrator or court or other Governmental
Authority, in each case applicable to or binding upon such Person or any of its
property or to which such Person or any of its property is subject or otherwise
pertaining to any or all of the transactions contemplated by this Agreement and
the other Credit Documents.

         "Reserve Requirement" shall mean, with respect to any Interest Period,
the reserve percentage (expressed as a decimal) in effect from time to time
during such Interest Period, as provided by the Federal Reserve Board, applied
for determining the maximum reserve requirements (including, without limitation,
basic, supplemental, marginal and emergency reserves) applicable to First Union
under Regulation D with respect to "Eurocurrency liabilities" within the meaning
of Regulation D, or under any similar or successor regulation with respect to
Eurocurrency liabilities or Eurocurrency funding.

         "Responsible Officer" shall mean, with respect to the Borrower, the
president, the chief executive officer, the chief financial officer, any
executive 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.

         "Revolving Notes" shall mean the promissory notes of the Borrower in
substantially the form of EXHIBIT A-1, together with any amendments,
modifications and supplements thereto, substitutions therefor and restatements
thereof.

         "Second Restatement" shall mean this Second Amended and Restated Credit
Agreement.

         "Second Restatement Closing Date" shall mean the date hereof.

         "Second Restatement Fee Letter" shall mean the letter from First Union
to the Borrower relating to certain fees payable by the Borrower in respect of
the transactions contemplated by the Second Restatement, as amended, modified or
supplemented from time to time.

         "St. Joe Capital I" shall mean St. Joe Capital I, Inc., a Delaware
corporation that, among other things, owns 99.9% of the Capital Stock of St. Joe
Finance Company.

         "St. Joe Finance Company" shall mean St. Joe Finance Company, a Florida
corporation qualified as a real estate investment trust for federal income tax
purposes and capitalized primarily with promissory notes from the Borrower and
certain Subsidiary Guarantors, which notes are secured by unrecorded mortgages
on substantially all of the real property owned by the Borrower and such
Subsidiary Guarantors.

         "Stated Amount" shall mean, with respect to any Letter of Credit at any
time, the aggregate amount available to be drawn thereunder at such time
(regardless of whether any conditions for drawing could then be met).

         "Subsidiary" shall mean, with respect to any Person, any corporation or
other Person of which more than fifty percent (50%) of the outstanding Capital
Stock having ordinary voting power to elect a majority of the board of
directors, board of managers or other governing body of such Person, is at the
time, directly or indirectly, owned or controlled by such Person and one or more
of its other Subsidiaries or a combination thereof (irrespective of whether, at
the time,

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securities of any other class or classes of any such corporation or other Person
shall or might have voting power by reason of the happening of any contingency).
When used without reference to a parent entity, the term "Subsidiary" shall be
deemed to refer to a Subsidiary of the Borrower.

         "Subsidiary Guarantor" shall mean any Subsidiary of the Borrower that
is a guarantor under the Subsidiary Guaranty, including as of the Second
Restatement Closing Date each Subsidiary listed as a Subsidiary Guarantor on
SCHEDULE 5.7.

         "Subsidiary Guaranty" shall mean the guaranty agreement in the form
attached hereto as EXHIBIT E, initially made by the Subsidiary Guarantors as of
March 30, 2000, in favor of the Agent and the Lenders, as amended, modified or
supplemented from time to time.

         "Swingline Commitment" shall mean Five Million Dollars ($5,000,000) or,
if less, the aggregate Commitments at the time of determination, as such amount
may be reduced at or prior to such time pursuant to the terms hereof.

         "Swingline Lender" shall mean First Union in its capacity as maker of
Swingline Loans, and its successors in such capacity.

         "Swingline Loan" shall have the meaning given to such term in SECTION
2.1(b).

         "Swingline Maturity Date" shall mean the date that is five (5) Business
Days prior to the Maturity Date.

         "Swingline Note" shall mean the promissory note of the Borrower in
substantially the form of EXHIBIT A-2, together with any amendments,
modifications, and supplements thereto, substitutions therefor and restatements
thereof.

         "Termination Date" shall mean the Maturity Date or such earlier date of
termination of the Commitments pursuant to SECTION 2.5 or SECTION 9.2.

         "Type" shall have the meaning given to such term in SECTION 2.2(a).

         "Unfunded Pension Liability" shall mean, with respect to any Plan or
Multiemployer Plan, the excess of its benefit liabilities under Section
4001(a)(16) of ERISA over the current value of its assets, determined in
accordance with the applicable assumptions used for funding under Section 412 of
the Internal Revenue Code for the applicable plan year.

         "Unutilized Commitment" shall mean, with respect to any Lender at any
time, such Lender's Commitment at such time less the sum of (i) the aggregate
principal amount of all Revolving Loans made by such Lender that are outstanding
at such time and (ii) such Lender's Letter of Credit Exposure at such time.

         "Unutilized Swingline Commitment" shall mean, with respect to the
Swingline Lender at any time, the Swingline Commitment at such time less the
aggregate principal amount of all Swingline Loans outstanding at such time.

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         "Wholly Owned" shall mean, with respect to any Subsidiary of any
Person, that 100% of the outstanding Capital Stock of such Subsidiary is owned,
directly or indirectly, by 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 Capital Stock of St. Joe Finance Company is owned, directly
or indirectly, by the Borrower.

         1.2 Accounting Terms. Except as specifically provided otherwise in this
Agreement, all accounting terms used herein that are not specifically defined
shall have the meanings customarily given them in accordance with GAAP.
Notwithstanding anything to the contrary in this Agreement, for purposes of
calculation of the financial covenants set forth in ARTICLE VII, all accounting
determinations and computations hereunder shall be made in accordance with GAAP
as in effect as of the date of this Agreement applied on a basis consistent with
the application used in preparing the most recent financial statements of the
Borrower referred to in SECTION 5.11(a). In the event that any changes in GAAP
after such date are required to be applied to the Borrower and would affect the
computation of the financial covenants contained in ARTICLE VII, such changes
shall be followed only from and after the date this Agreement shall have been
amended to take into account any such changes.

         1.3 Other Terms; Construction. Unless otherwise specified or unless the
context otherwise requires, all references herein to sections, annexes,
schedules and exhibits are references to sections, annexes, schedules and
exhibits in and to this Agreement, and all terms defined in this Agreement shall
have the defined meanings when used in any other Credit Document or any
certificate or other document made or delivered pursuant hereto. All references
herein to the Lenders or any of them shall be deemed to include the Issuing
Lender unless specifically provided otherwise or unless the context otherwise
requires.

                                   ARTICLE II

                          AMOUNT AND TERMS OF THE LOANS

         2.1 Commitments; Commitment Increase.

         (a) Each Lender severally agrees, subject to and on the terms and
conditions of this Agreement, to make loans (each, a "Revolving Loan," and
collectively, the "Revolving Loans") to the Borrower, from time to time on any
Business Day during the period from and including the Initial Closing Date to
but not including the Termination Date, in an aggregate principal amount at any
time outstanding not greater than the excess, if any, of its Commitment at such
time over its Letter of Credit Exposure at such time, provided that no Borrowing
of Revolving Loans shall be made if, immediately after giving effect thereto,
the sum of (x) the aggregate principal amount of Revolving Loans outstanding at
such time and (y) the aggregate Letter of Credit Exposure of all Lenders at such
time and (z) the aggregate principal amount of Swingline Loans outstanding at
such time (excluding the aggregate amount of any Swingline Loans to be repaid
with proceeds of Revolving Loans made pursuant to such Borrowing) would exceed
the aggregate Commitments at such time. Subject to and on the terms and
conditions of this Agreement, the Borrower may borrow, repay and reborrow
Revolving Loans.

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         (b) The Swingline Lender agrees, subject to and on the terms and
conditions of this Agreement, to make loans (each, a "Swingline Loan," and
collectively, the "Swingline Loans") to the Borrower, from time to time on any
Business Day during the period from the Initial Closing Date to but not
including the Swingline Maturity Date (or, if earlier, the Termination Date), in
any aggregate principal amount at any time outstanding not exceeding the
Swingline Commitment, notwithstanding that the aggregate principal amount of
Swingline Loans outstanding at any time, when added to the aggregate principal
amount of the Revolving Loans made by the Swingline Lender in its capacity as a
Lender outstanding at such time and its Letter of Credit Exposure at such time,
may exceed its Commitment at such time, but provided that no Borrowing of
Swingline Loans shall be made if, immediately after giving effect thereto, the
sum of (x) the aggregate principal amount of Revolving Loans outstanding at such
time, (y) the aggregate Letter of Credit Exposure of all Lenders at such time
and (z) the aggregate principal amount of Swingline Loans outstanding at such
time would exceed the aggregate Commitments at such time. Subject to and on the
terms and conditions of this Agreement, the Borrower may borrow, repay
(including by means of a Borrowing of Revolving Loans pursuant to SECTION
2.2(e)) and reborrow Swingline Loans.

         (c) Subject to the terms and conditions set forth herein, upon thirty
(30) days advance written notice to the Agent, the Borrower shall have the
right, at any time prior to the Termination Date, to increase the Commitments by
up to $50,000,000 in the aggregate (to an aggregate Commitment of up to
$300,000,000); provided that any such increase shall be in a minimum principal
amount of $10,000,000 and integral multiples of $5,000,000 in excess thereof (or
the remaining available amount, if less). An increase in the Commitments
hereunder shall be offered first to the existing Lenders. If the amount of the
additional Commitments requested by the Borrower exceeds the amount that the
existing Lenders are willing to take, then the Borrower may invite other
financial institutions that meet the qualifications for an Eligible Assignee and
are otherwise reasonably acceptable to the Agent to become Lenders under the
Credit Agreement for the amount of the additional Commitments not taken by
existing Lenders. Nothing herein shall require any Lender to increase its
Commitment without such Lender's express written consent given in its sole
discretion.

         (d) Each increase in the Commitments shall be subject to (i) the
satisfaction of the conditions for Borrowings set forth in SECTION 4.3, (ii) the
receipt by the Agent of a joinder agreement of each new Lender, a written
confirmation of its additional Commitment from each applicable existing Lender
and such other documentation as the Agent may reasonably request, and (iii) the
delivery of new or replacement Revolving Notes reflecting the additional
Commitments. If any Revolving Loans are outstanding at the time of any such
increase, the Borrower shall request, and the Lenders making the additional
Commitments shall make, Revolving Loans in an amount sufficient to repay the
other Lenders as necessary to give effect to the revised Commitments and revised
Commitment percentages of the Lenders. Such repayments shall include payment of
any break-funding amount owing under SECTION 2.18.

         2.2 Borrowings.

         (a) The Revolving Loans shall, at the option of the Borrower and
subject to the terms and conditions of this Agreement, be either Base Rate Loans
or LIBOR Loans (each, a "Type" of Loan), provided that all Revolving Loans
comprising the same Borrowing shall, unless otherwise

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specifically provided herein, be of the same Type. The Swingline Loans shall be
made and maintained as Base Rate Loans at all times.

         (b) In order to make a Borrowing (other than (x) Borrowings of
Swingline Loans, which shall be made pursuant to SECTION 2.2(d), (y) Borrowings
for the purpose of repaying Refunded Swingline Loans, which shall be made
pursuant to SECTION 2.2(e), and (z) Borrowings involving continuations or
conversions of outstanding Revolving Loans, which shall be made pursuant to
SECTION 2.11), the Borrower will give the Agent written notice not later than
11:00 a.m., Charlotte time, three (3) Business Days prior to each Borrowing to
be comprised of LIBOR Loans and one (1) Business Day prior to each Borrowing to
be comprised of Base Rate Loans; provided, however, that requests for the
Borrowing of any Revolving Loans to be made on the Initial Closing Date may, at
the discretion of the Agent, be given later than the times specified
hereinabove. Each such notice (each, a "Notice of Borrowing") shall be
irrevocable, shall be given in the form of EXHIBIT B-1 and shall specify (1) the
aggregate principal amount and initial Type of the Revolving Loans to be made
pursuant to such Borrowing, (2) in the case of a Borrowing of LIBOR Loans, the
initial Interest Period to be applicable thereto, and (3) the requested date of
such Borrowing (the "Borrowing Date"), which shall be a Business Day. Upon its
receipt of a Notice of Borrowing, the Agent will promptly notify each Lender of
the proposed Borrowing. Notwithstanding anything to the contrary contained
herein:

                  (i) the aggregate principal amount of each Borrowing comprised
         of Base Rate Loans shall not be less than $5,000,000 or, if greater, an
         integral multiple of $1,000,000 in excess thereof (or, if the aggregate
         Unutilized Commitments are less than $5,000,000, in the amount of the
         aggregate Unutilized Commitments), and the aggregate principal amount
         of each Borrowing comprised of LIBOR Loans shall not be less than
         $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess
         thereof;

                  (ii) if the Borrower shall have failed to designate the Type
         of Loans comprising a Borrowing, the Borrower shall be deemed to have
         requested a Borrowing comprised of Base Rate Loans; and

                  (iii) if the Borrower shall have failed to select the duration
         of the Interest Period to be applicable to any Borrowing of LIBOR
         Loans, then the Borrower shall be deemed to have selected an Interest
         Period with a duration of one month.

         (c) Not later than 1:00 p.m., Charlotte time, on the requested
Borrowing Date, each Lender will make available to the Agent at its office
referred to in SECTION 11.5 (or at such other location as the Agent may
designate) an amount, in Dollars and in immediately available funds, equal to
the amount of the Revolving Loan to be made by such Lender. To the extent the
Lenders have made such amounts available to the Agent as provided hereinabove,
the Agent will make the aggregate of such amounts available to the Borrower in
accordance with SECTION 2.3(b) and in like funds as received by the Agent.

         (d) In order to make a Borrowing of a Swingline Loan, the Borrower will
give the Agent and the Swingline Lender written notice not later that 11:00
a.m., Charlotte time, on the date of such Borrowing. Each such notice (each, a
"Notice of Swingline Borrowing") shall be irrevocable, shall be given in the
form of EXHIBIT B-2 and shall specify (i) the principal amount

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of the Swingline Loan to be made pursuant to such Borrowing (which shall not be
less than $500,000 and, if greater, shall be in an integral multiple of $100,000
in excess thereof (or, if less, in the amount of the Unutilized Swingline
Commitment)) and (ii) the requested Borrowing Date, which shall be a Business
Day. Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date,
the Swingline Lender will make available to the Agent at its office referred to
in SECTION 11.5 (or at such other location as the Agent may designate) an
amount, in Dollars and in immediately available funds, equal to the amount of
the requested Swingline Loan. To the extent the Swingline Lender has made such
amount available to the Agent as provided hereinabove, the Agent will make such
amount available to the Borrower in accordance with SECTION 2.3(A) and in like
funds as received by the Agent.

         (e) With respect to any outstanding Swingline Loans, the Swingline
Lender may at any time (whether or not an Event of Default has occurred and is
continuing) in its sole and absolute discretion, and is hereby authorized and
empowered by the Borrower to, cause a Borrowing of Revolving Loans to be made
for the purpose of repaying such Swingline Loans by delivering to the Agent (if
the Agent is different from the Swingline Lender) and each other Lender (on
behalf of, and with a copy to, the Borrower), not later than 11:00 a.m.,
Charlotte time, one (1) Business Day prior to the proposed Borrowing Date
therefor, a notice (which shall be deemed to be a Notice of Borrowing given by
the Borrower) requesting the Lenders to make Revolving Loans (which shall be
made initially as Base Rate Loans) on such Borrowing Date in an aggregate amount
equal to the amount of such Swingline Loans (the "Refunded Swingline Loans")
outstanding on the date such notice is given that the Swingline Lender requests
to be repaid. Not later than 1:00 p.m., Charlotte time, on the requested
Borrowing Date, each Lender (other than the Swingline Lender) will make
available to the Agent at its office referred to in SECTION 11.5 (or at such
other location as the Agent may designate) an amount, in Dollars and in
immediately available funds, equal to the amount of the Revolving Loan to be
made by such Lender. To the extent the Lenders have made such amounts available
to the Agent as provided hereinabove, the Agent will make the aggregate of such
amounts available to the Swingline Lender in like funds as received by the
Agent, which shall apply such amounts in repayment of the Refunded Swingline
Loans. Notwithstanding any provision of this Agreement to the contrary, on the
relevant Borrowing Date, the Refunded Swingline Loans (including the Swingline
Lender's ratable share thereof, in its capacity as a Lender) shall be deemed to
be repaid with the proceeds of the Revolving Loans made as provided above
(including a Revolving Loan deemed to have been made by the Swingline Lender),
and such Refunded Swingline Loans deemed to be so repaid shall no longer be
outstanding as Swingline Loans but shall be outstanding as Revolving Loans. If
any portion of any such amount repaid (or deemed to be repaid) to the Swingline
Lender shall be recovered by or on behalf of the Borrower from the Swingline
Lender in any bankruptcy, insolvency or similar proceeding or otherwise, the
loss of the amount so recovered shall be shared ratably among all the Lenders in
the manner contemplated by SECTION 2.15(b).

         (f) If, as a result of any bankruptcy, insolvency or similar proceeding
with respect to the Borrower, Revolving Loans are not made pursuant to
subsection (e) above in an amount sufficient to repay any amounts owed to the
Swingline Lender in respect of any outstanding Swingline Loans, or if the
Swingline Lender is otherwise precluded for any reason from giving a notice on
behalf of the Borrower as provided for hereinabove, the Swingline Lender shall
be deemed to have sold without recourse, representation or warranty, and each
Lender shall be

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deemed to have purchased and hereby agrees to purchase, a participation in such
outstanding Swingline Loans in an amount equal to its ratable share (based on
the proportion that its Commitment bears to the aggregate Commitments at such
time) of the unpaid amount thereof together with accrued interest thereon. Upon
one (1) Business Day's prior notice from the Swingline Lender, each Lender
(other than the Swingline Lender) will make available to the Agent at its office
referred to in SECTION 11.5 (or at such other location as the Agent may
designate) an amount, in Dollars and in immediately available funds, equal to
its respective participation. To the extent the Lenders have made such amounts
available to the Agent as provided hereinabove, the Agent will make the
aggregate of such amounts available to the Swingline Lender in like funds as
received by the Agent. In the event any such Lender fails to make available to
the Agent the amount of such Lender's participation as provided in this
subsection (f), the Swingline Lender shall be entitled to recover such amount on
demand from such Lender, together with interest thereon for each day from the
date such amount is required to be made available for the account of the
Swingline Lender until the date such amount is made available to the Swingline
Lender at the Federal Funds Rate for the first three (3) Business Days and
thereafter at the Base Rate applicable to Loans. Promptly following its receipt
of any payment by or on behalf of the Borrower in respect of a Swingline Loan,
the Swingline Lender will pay to each Lender that has acquired a participation
therein such Lender's ratable share of such payment.

         (g) Notwithstanding any provision of this Agreement to the contrary,
the obligation of each Lender (other than the Swingline Lender) to make
Revolving Loans for the purpose of repaying any Refunded Swingline Loans
pursuant to subsection (e) above and each such Lender's obligation to purchase a
participation in any unpaid Swingline Loans pursuant to subsection (f) above
shall be absolute and unconditional and shall not be affected by any
circumstance or event whatsoever, including, without limitation, (i) any
set-off, counterclaim, recoupment, defense or other right that such Lender may
have against the Swingline Lender, the Agent, the Borrower or any other Person
for any reason whatsoever, (ii) the occurrence or continuance of any Default or
Event of Default, (iii) any adverse change in the business, operations,
properties, assets, condition (financial or otherwise) or prospects of the
Borrower or any of its Subsidiaries, or (iv) any breach of this Agreement by any
party hereto.

         2.3 Disbursements; Funding Reliance; Domicile of Loans.

         (a) The Borrower hereby authorizes the Agent to disburse the proceeds
of each Borrowing in accordance with the terms of any written instructions from
any of the Authorized Officers, provided that the Agent shall not be obligated
under any circumstances to forward amounts to any account not listed in an
Account Designation Letter. The Borrower may at any time deliver to the Agent an
Account Designation Letter listing any additional accounts or deleting any
accounts listed in a previous Account Designation Letter.

         (b) Unless the Agent has received, prior to 1:00 p.m., Charlotte time,
on the relevant Borrowing Date, written notice from a Lender that such Lender
will not make available to the Agent such Lender's ratable portion of the
relevant Borrowing, the Agent may assume that such Lender has made such portion
available to the Agent in immediately available funds on such Borrowing Date in
accordance with the applicable provisions of SECTION 2.2, and the Agent may, in
reliance upon such assumption, but shall not be obligated to, make a
corresponding amount

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available to the Borrower on such Borrowing Date. If and to the extent that such
Lender shall not have made such portion available to the Agent, and the Agent
shall have made such corresponding amount available to the Borrower, such
Lender, on the one hand, and the Borrower, on the other, severally agree to pay
to the Agent forthwith on demand such corresponding amount, together with
interest thereon for each day from the date such amount is made available to the
Borrower until the date such amount is repaid to the Agent, (i) in the case of
such Lender, at the Federal Funds Rate, and (ii) in the case of the Borrower, at
the rate of interest applicable at such time to the Type of Revolving Loans
comprising such Borrowing, as determined under the provisions of SECTION 2.8;
provided, that Borrower shall not be in default of its obligation to make such
repayment to the Agent if the repayment is made within one Business Day of
Borrower's receipt of notice of such obligation. If such Lender shall repay to
the Agent such corresponding amount, such amount shall constitute such Lender's
Revolving Loan as part of such Borrowing for purposes of this Agreement. The
failure of any Lender to make any Revolving Loan required to be made by it as
part of any Borrowing shall not relieve any other Lender of its obligation, if
any, hereunder to make its Revolving Loan as part of such Borrowing, but no
Lender shall be responsible for the failure of any other Lender to make the
Revolving Loan to be made by such other Lender as part of any Borrowing.

         (c) Each Lender may, at its option, make and maintain any Revolving
Loan at, to or for the account of any of its Lending Offices, provided that any
exercise of such option shall not affect the obligation of the Borrower to repay
such Revolving Loan to or for the account of such Lender in accordance with the
terms of this Agreement.

         2.4 Notes.

         (a) The Revolving Loans made by each Lender shall be evidenced by a
Revolving Note appropriately completed in substantially the form of EXHIBIT A-1.
The Swingline Loans made by the Swingline Lender shall be evidenced by a
Swingline Note appropriately completed in substantially the form of EXHIBIT A-2.

         (b) Each Revolving Note issued to a Lender shall (i) be executed by the
Borrower, (ii) be payable to the order of such Lender, (iii) be dated as of the
Initial Closing Date (or, in the case of a Revolving Note issued after the
Initial Closing Date, dated the effective date of the applicable Assignment and
Acceptance), (iv) be in a stated principal amount equal to such Lender's
Commitment, (v) bear interest in accordance with the provisions of SECTION 2.8,
as the same may be applicable from time to time to the Revolving Loans made by
such Lender, and (vi) be entitled to all of the benefits of this Agreement and
the other Credit Documents and subject to the provisions hereof and thereof.

         (c) The Swingline Note shall (i) be executed by the Borrower, (ii) be
payable to the order of the Swingline Lender, (iii) be dated as of the Initial
Closing Date, (iv) be in a stated principal amount equal to the Swingline
Commitment, (v) bear interest in accordance with the provisions of SECTION 2.8,
as the same may be applicable from time to time to the Swingline Loans, and (vi)
be entitled to all the benefits of this Agreement and the other Credit Documents
and subject to the provisions hereof and thereof.

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         (d) Each Lender will record on its internal records the amount and Type
of each Revolving Loan made by it and each payment received by it in respect
thereof and will, in the event of any transfer of any of its Revolving Notes,
either endorse on the reverse side thereof or on a schedule attached thereto (or
any continuation thereof) the outstanding principal amount and Type of the
Revolving Loans evidenced thereby as of the date of transfer or provide such
information on a schedule to the Assignment and Acceptance relating to such
transfer; provided, however, that the failure of any Lender to make any such
recordation or provide any such information, or any error therein, shall not
affect the Borrower's obligations under this Agreement or the Revolving Notes.

         2.5 Termination and Reduction of Commitments.

         (a) The Commitments shall be automatically and permanently terminated
on the Termination Date. The Swingline Commitment shall be automatically and
permanently terminated on the Swingline Maturity Date, unless sooner terminated
pursuant to any other provision of this section or SECTION 9.2.

         (b) At any time and from time to time after the date hereof, upon not
less than five (5) Business Days' prior written notice to the Agent, the
Borrower may terminate in whole or reduce in part the aggregate Unutilized
Commitments, provided that any such partial reduction shall be in an aggregate
amount of not less than $5,000,000 ($1,000,000 in the case of the Swingline
Commitment) or an integral multiple thereof. The amount of any termination or
reduction made under this subsection (b) may not thereafter be reinstated.

         (c) Each reduction of the Commitments pursuant to this Section shall be
applied ratably among the Lenders according to their respective Commitments.
Notwithstanding any provision of this Agreement to the contrary, any reduction
of Commitments pursuant to this Section that has the effect of reducing the
aggregate Commitments to an amount less than the amount of the Swingline
Commitment at such time, shall result in an automatic corresponding reduction of
the Swingline Commitment to the amount of the aggregate Commitments (as so
reduced), without any further action on the part of the Borrower or the
Swingline Lender.

         2.6 Mandatory Payments and Prepayments.

         (a) Except to the extent due or paid sooner pursuant to the provisions
of this Agreement, the aggregate outstanding principal of the Revolving Loans
shall be due and payable in full on the Maturity Date and the aggregate
outstanding principal of the Swingline Loans shall be due and payable in full on
the Swingline Maturity Date.

         (b) In the event that, at any time, the sum of (x) the aggregate
principal amount of Revolving Loans outstanding at such time, (y) the aggregate
Letter of Credit Exposure of all Lenders at such time and (z) the aggregate
principal amount of Swingline Loans outstanding at such time (excluding the
aggregate amount of any Swingline Loans to be repaid with proceeds of Revolving
Loans made on the date of determination) shall exceed the aggregate Commitments
at such time (after giving effect to any concurrent termination or reduction
thereof), the Borrower will immediately prepay outstanding principal amount of
the Swingline Loans and, to the extent of any excess remaining after prepayment
in full of outstanding Swingline Loans, the Borrower

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will immediately prepay the outstanding principal amount of the Revolving Loans
in the amount of such excess; provided that, to the extent such excess amount is
greater than the aggregate principal amount of Swingline Loans and Revolving
Loans outstanding immediately prior to the application of such prepayment, the
amount so prepaid shall be retained by the Agent and held in the Cash Collateral
Account as cover for Letter of Credit Exposure, as more particularly described
in SECTION 3.8, and thereupon such cash shall be deemed to reduce the aggregate
Letter of Credit Exposure by an equivalent amount.

         (c) Each payment or prepayment of a LIBOR Loan made pursuant to the
provisions of this Section on a day other than the last day of the Interest
Period applicable thereto shall be made together with all amounts required under
SECTION 2.18 to be paid as a consequence thereof.

         2.7 Voluntary Prepayments.

         (a) At any time and from time to time, the Borrower shall have the
right to prepay the Loans, in whole or in part, without premium or penalty
(except as provided in clause (iii) below), upon written notice given to the
Agent not later than 11:00 a.m., Charlotte time, three (3) Business Days prior
to each intended prepayment of LIBOR Loans, one (1) Business Day prior to each
intended prepayment of Base Rate Loans (other than Swingline Loans) and the day
of each intended prepayment of Swingline Loans, provided that (i) each partial
prepayment shall be in an aggregate principal amount of not less than $5,000,000
or, if greater, an integral multiple of $1,000,000 in excess thereof, ($100,000
and $100,000, respectively, in the case of Swingline Loans), (ii) no partial
prepayment of LIBOR Loans made pursuant to any single Borrowing shall reduce the
aggregate outstanding principal amount of the remaining LIBOR Loans under such
Borrowing to less than $5,000,000 or to any greater amount not an integral
multiple of $1,000,000 in excess thereof, and (iii) unless made together with
all amounts required under SECTION 2.18 to be paid as a consequence of such
prepayment, a prepayment of a LIBOR Loan may be made only on the last day of the
Interest Period applicable thereto. Each such notice shall specify the proposed
date of such prepayment and the aggregate principal amount and Type of the Loans
to be prepaid (and, in the case of LIBOR Loans, the Interest Period of the
Borrowing pursuant to which made), and shall be irrevocable and shall bind the
Borrower to make such prepayment on the terms specified therein. Revolving Loans
and Swingline Loans prepaid pursuant to this subsection (a) may be reborrowed,
subject to the terms and conditions of this Agreement.

         (b) Each prepayment of the Loans made pursuant to subsection (a) above
shall be applied ratably among the Lenders holding the Loans being prepaid, in
proportion to the principal amount held by each.

         2.8 Interest.

         (a) The Borrower will pay interest in respect of the unpaid principal
amount of each Loan, from the date of Borrowing thereof until such principal
amount shall be paid in full, (i) at the Base Rate, as in effect from time to
time during such periods as such Loan is a Base Rate Loan, and (ii) at the
Adjusted LIBOR Rate, as in effect from time to time during such periods as such
Loan is a LIBOR Loan.

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         (b) Upon the occurrence and during the continuance of any default by
the Borrower in the payment of any principal of or interest on any Loan, any
fees or other amount hereunder when due (whether at maturity, pursuant to
acceleration or otherwise), and (at the election of the Required Lenders) upon
the occurrence and during the continuance of any Event of Default, all
outstanding principal amounts of the Loans and, to the greatest extent permitted
by law, all interest accrued on the Loans and all other accrued and outstanding
fees and other amounts hereunder, shall bear interest at a rate per annum equal
to the interest rate applicable from time to time thereafter to such Loans
(whether the Base Rate or the Adjusted LIBOR Rate) plus 4% (or, in the case of
fees and other amounts, at the Base Rate plus 4%), and, in each case, such
default interest shall be payable on demand. To the greatest extent permitted by
law, interest shall continue to accrue after the filing by or against the
Borrower of any petition seeking any relief in bankruptcy or under any law
pertaining to insolvency or debtor relief.

         (c) Accrued (and theretofore unpaid) interest shall be payable as
follows:

         (i) in respect of each Base Rate Loan (including any Base Rate Loan or
portion thereof paid or prepaid pursuant to the provisions of SECTION 2.6,
except as provided hereinbelow), in arrears on the last Business Day of each
calendar quarter, beginning with the first such day to occur after the Initial
Closing Date; provided, that in the event the Loans are repaid or prepaid in
full and the Commitments have been terminated, then accrued interest in respect
of all Base Rate Loans shall be payable together with such repayment or
prepayment on the date thereof;

                  (ii) in respect of each LIBOR Loan (including any LIBOR Loan
         or portion thereof paid or prepaid pursuant to the provisions of
         SECTION 2.6, except as provided hereinbelow), in arrears (y) on the
         last Business Day of the Interest Period applicable thereto (subject to
         the provisions of clause (iv) in SECTION 2.10) and (z) in addition, in
         the case of a LIBOR Loan with an Interest Period having a duration of
         six months, on each date on which interest would have been payable
         under clause (y) above had successive Interest Periods of three months'
         duration been applicable to such LIBOR Loan; provided, that in the
         event all LIBOR Loans made pursuant to a single Borrowing are repaid or
         prepaid in full, then accrued interest in respect of such LIBOR Loans
         shall be payable together with such repayment or prepayment on the date
         thereof; and

                  (iii) in respect of any Loan, at maturity (whether pursuant to
         acceleration or otherwise) and, after maturity, on demand.

         (d) Nothing contained in this Agreement or in any other Credit Document
shall be deemed to establish or require the payment of interest to any Lender at
a rate in excess of the maximum rate permitted by applicable law. If the amount
of interest payable for the account of any Lender on any interest payment date
would exceed the maximum amount permitted by applicable law to be charged by
such Lender, the amount of interest payable for its account on such interest
payment date shall be automatically reduced to such maximum permissible amount.
In the event of any such reduction affecting any Lender, if from time to time
thereafter the amount of interest payable for the account of such Lender on any
interest payment date would be less than the maximum amount permitted by
applicable law to be charged by such Lender, then the amount of interest payable
for its account on such subsequent interest payment date shall be

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automatically increased to such maximum permissible amount, provided that at no
time shall the aggregate amount by which interest paid for the account of any
Lender has been increased pursuant to this sentence exceed the aggregate amount
by which interest paid for its account has theretofore been reduced pursuant to
the previous sentence.

         (e) The Agent shall promptly notify the Borrower and the Lenders upon
determining the interest rate for each Borrowing of LIBOR Loans after its
receipt of the relevant Notice of Borrowing or Notice of
Conversion/Continuation, and upon each change in the Base Rate; provided,
however, that the failure of the Agent to provide the Borrower or the Lenders
with any such notice shall neither affect any obligations of the Borrower or the
Lenders hereunder nor result in any liability on the part of the Agent to the
Borrower or any Lender. Each such determination (including each determination of
the Reserve Requirement) shall, absent manifest error, be conclusive and binding
on all parties hereto.

         2.9 Fees. The Borrower agrees to pay:

         (a) To the Agent, for the account of each Lender, a facility fee for
each calendar quarter (or portion thereof) for the period from the Initial
Closing Date to the Termination Date, at a per annum rate equal to the
Applicable Margin Percentage in effect for such fee from time to time during
such quarter, on such Lender's Commitment, payable in arrears (i) on the last
Business Day of each calendar quarter, beginning with the first such day to
occur after the Initial Closing Date, and (ii) on the Termination Date;

         (b) To the Agent, for the account of each Lender, a letter of credit
fee for each calendar quarter (or portion thereof) in respect of all Letters of
Credit outstanding during such quarter, at a per annum rate equal to the
Applicable Margin Percentage in effect from time to time during such quarter for
Loans that are maintained as LIBOR Loans, on such Lender's ratable share (based
on the proportion that its Commitment bears to the aggregate Commitments) of the
daily average aggregate Stated Amount of such Letters of Credit, payable in
arrears (i) on the last Business Day of each calendar quarter, beginning with
the first such day to occur after the Initial Closing Date, and (ii) on the
later of the Termination Date and the date of termination of the last
outstanding Letter of Credit;

         (c) To the Issuing Lender, for its own account, a facing fee for each
calendar quarter (or portion thereof) in respect of all Letters of Credit
outstanding during such quarter, at a per annum rate of 0.125% on the daily
average aggregate Stated Amount of such Letters of Credit, payable in arrears
(i) on the last Business Day of each calendar quarter, beginning with the first
such day to occur after the Initial Closing Date, and (ii) on the later of the
Termination Date and the date of termination of the last outstanding Letter of
Credit;

         (d) To the Agent, for its own account, the annual administrative fee
described in the Fee Letter, on the terms, in the amount and at the times set
forth therein; and

         (e) To the Agent, for its own account and for the account of the
Lenders, on the Second Restatement Closing Date, the fees set forth in the
Second Restatement Fee Letter, including the amendment and extension fees
payable to the Agent on behalf of the Lenders.

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         2.10 Interest Periods. Concurrently with the giving of a Notice of
Borrowing or Notice of Conversion/Continuation in respect of any Borrowing
comprised of Base Rate Loans to be converted into, or LIBOR Loans to be
continued as, LIBOR Loans, the Borrower shall have the right to elect, pursuant
to such notice, the interest period (each, an "Interest Period") to be
applicable to such LIBOR Loans, which Interest Period shall, at the option of
the Borrower, be a one, two, three or six-month period; provided, however, that:

                  (i) all LIBOR Loans comprising a single Borrowing shall at all
         times have the same Interest Period (and the foregoing shall not be
         deemed to prevent the Borrower from making separate Borrowings on the
         same day of LIBOR Loans with different Interest Periods, subject to the
         limitation of clause (iii) below);

                  (ii) the initial Interest Period for any LIBOR Loan shall
         commence on the date of the Borrowing of such LIBOR Loan (including the
         date of any continuation of, or conversion into, such LIBOR Loan), and
         each successive Interest Period applicable to such LIBOR Loan shall
         commence on the day on which the next preceding Interest Period
         applicable thereto expires;

                  (iii) LIBOR Loans may not be outstanding under more than five
         (5) separate Interest Periods at any one time (for which purpose
         Interest Periods shall be deemed to be separate even if they are
         coterminous);

                  (iv) if any Interest Period otherwise would expire on a day
         that is not a Business Day, such Interest Period shall expire on the
         next succeeding Business Day unless such next succeeding Business Day
         falls in another calendar month, in which case such Interest Period
         shall expire on the next preceding Business Day;

                  (v) the Borrower may not select any Interest Period that
         begins prior to the third (3rd) Business Day after the Initial Closing
         Date or that expires after the Maturity Date; and

                  (vi) if any Interest Period begins on a day for which there is
         no numerically corresponding day in the calendar month during which
         such Interest Period would otherwise expire, such Interest Period shall
         expire on the last Business Day of such calendar month.

         2.11 Conversions and Continuations.

         (a) Except in the case of any Swingline Loan, the Borrower shall have
the right, on any Business Day occurring on or after the Initial Closing Date,
to elect (i) to convert all or a portion of the outstanding principal amount of
any Base Rate Loans into one or more LIBOR Loans, or to convert any LIBOR Loans
the Interest Periods for which end on the same day into Base Rate Loans, or (ii)
upon the expiration of any Interest Period, to continue all or a portion of the
outstanding principal amount of any LIBOR Loans the Interest Periods for which
end on the same day for an additional Interest Period, provided that (x) any
such conversion of LIBOR Loans into Base Rate Loans shall involve an aggregate
principal amount of not less than $5,000,000 or, if greater, an integral
multiple of $1,000,000 in excess thereof; any such conversion of Base Rate Loans
into, or continuation of, LIBOR Loans shall involve an aggregate

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principal amount of not less than $5,000,000 or, if greater, an integral
multiple of $1,000,000 in excess thereof; and no partial conversion of LIBOR
Loans made pursuant to a single Borrowing shall reduce the outstanding principal
amount of such LIBOR Loans to less than $5,000,000 or to any greater amount not
an integral multiple of $1,000,000 in excess thereof, (y) except as otherwise
provided in SECTION 2.16(d), LIBOR Loans may be converted into Base Rate Loans
only on the last day of the Interest Period applicable thereto (and, in any
event, if a LIBOR Loan is converted into a Base Rate Loan on any day other than
the last day of the Interest Period applicable thereto, the Borrower will pay,
upon such conversion, all amounts required under SECTION 2.18 to be paid as a
consequence thereof), and (z) no conversion of Base Rate Loans into LIBOR Loans
or continuation of LIBOR Loans shall be permitted during the continuance of a
Default or Event of Default.

         (b) The Borrower shall make each such election by giving the Agent
written notice not later than 11:00 a.m., Charlotte time, three (3) Business
Days prior to the intended effective date of any conversion of Base Rate Loans
into, or continuation of, LIBOR Loans and one (1) Business Day prior to the
intended effective date of any conversion of LIBOR Loans into Base Rate Loans.
Each such notice (each, a "Notice of Conversion/Continuation") shall be
irrevocable, shall be given in the form of EXHIBIT B-3 and shall specify (x) the
date of such conversion or continuation (which shall be a Business Day), (y) in
the case of a conversion into, or a continuation of, LIBOR Loans, the Interest
Period to be applicable thereto, and (z) the aggregate amount and Type of the
Loans being converted or continued. Upon the receipt of a Notice of
Conversion/Continuation, the Agent will promptly notify each Lender of the
proposed conversion or continuation. In the event that the Borrower shall fail
to deliver a Notice of Conversion/Continuation as provided herein with respect
to any outstanding LIBOR Loans, such LIBOR Loans shall automatically be
converted to Base Rate Loans upon the expiration of the then current Interest
Period applicable thereto (unless repaid pursuant to the terms hereof). In the
event the Borrower shall have failed to select in a Notice of
Conversion/Continuation the duration of the Interest Period to be applicable to
any conversion into, or continuation of, LIBOR Loans, then the Borrower shall be
deemed to have selected an Interest Period with a duration of one month.

         2.12 Method of Payments; Computations.

         (a) All payments by the Borrower hereunder shall be made without
setoff, counterclaim or other defense, in Dollars and in immediately available
funds to the Agent, for the account of the Lenders entitled to such payment or
the Swingline Lender, as applicable (except as otherwise expressly provided
herein as to payments required to be made directly to the Issuing Lender and the
Lenders) at its office referred to in SECTION 11.5, prior to 12:00 noon,
Charlotte time, on the date payment is due. Any payment made as required
hereinabove, but after 12:00 noon, Charlotte time, shall be deemed to have been
made on the next succeeding Business Day. If any payment falls due on a day that
is not a Business Day, then such due date shall be extended to the next
succeeding Business Day (except that in the case of LIBOR Loans to which the
provisions of clause (iv) in SECTION 2.10 are applicable, such due date shall be
the next preceding Business Day), and such extension of time shall then be
included in the computation of payment of interest, fees or other applicable
amounts.

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         (b) The Agent will distribute to the Lenders like amounts relating to
payments made to the Agent for the account of the Lenders as follows: (i) if the
payment is received by 12:00 noon, Charlotte time, in immediately available
funds, the Agent will make available to each relevant Lender on the same date,
by wire transfer of immediately available funds, such Lender's ratable share of
such payment (based on the percentage that the amount of the relevant payment
owing to such Lender bears to the total amount of such payment owing to all of
the relevant Lenders), and (ii) if such payment is received after 12:00 noon,
Charlotte time, or in other than immediately available funds, the Agent will
make available to each such Lender its ratable share of such payment by wire
transfer of immediately available funds on the next succeeding Business Day (or
in the case of uncollected funds, as soon as practicable after collected). If
the Agent shall not have made a required distribution to the appropriate Lenders
as required hereinabove after receiving a payment for the account of such
Lenders, the Agent will pay to each such Lender, on demand, its ratable share of
such payment with interest thereon at the Federal Funds Rate for each day from
the date such amount was required to be disbursed by the Agent until the date
repaid to such Lender. The Agent will distribute to the Issuing Lender like
amounts relating to payments made to the Agent for the account of the Issuing
Lender in the same manner, and subject to the same terms and conditions, as set
forth hereinabove with respect to distributions of amounts to the Lenders.

         (c) Unless the Agent shall have received written notice from the
Borrower prior to the date on which any payment is due to any Lender hereunder
that such payment will not be made in full, the Agent may assume that the
Borrower has made such payment in full to the Agent on such date, and the Agent
may, in reliance on such assumption, but shall not be obligated to, cause to be
distributed to such Lender on such due date an amount equal to the amount then
due to such Lender. If and to the extent the Borrower shall not have so made
such payment in full to the Agent, and without limiting the obligation of the
Borrower to make such payment in accordance with the terms hereof, such Lender
shall repay to the Agent forthwith on demand such amount so distributed to such
Lender, together with interest thereon for each day from the date such amount is
so distributed to such Lender until the date repaid to the Agent, at the Federal
Funds Rate.

         (d) All computations of interest and fees hereunder (including
computations of the Reserve Requirement) shall be made on the basis of a year
consisting of (i) in the case of Base Rate Loans, 365 or 366 days, as the case
may be and (ii) in all other instances, 360 days and the actual number of days
(including the first day, but excluding the last day) elapsed.

         2.13 Recovery of Payments.

         (a) The Borrower agrees that to the extent the Borrower makes a payment
or payments to or for the account of the Agent, any Lender or the Issuing
Lender, which payment or payments or any part thereof are subsequently
invalidated, declared to be fraudulent or preferential, set aside or required to
be repaid to a trustee, receiver or any other party under any bankruptcy,
insolvency or similar state or federal law, common law or equitable cause, then,
to the extent of such payment or repayment, the Obligation intended to be
satisfied shall be revived and continued in full force and effect as if such
payment had not been received.

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         (b) If any amounts distributed by the Agent to any Lender are
subsequently returned or repaid by the Agent to the Borrower or its
representative or successor in interest, whether by court order or by settlement
approved by the Lender in question, such Lender will, promptly upon receipt of
notice thereof from the Agent, pay the Agent such amount. If any such amounts
are recovered by the Agent from the Borrower or its representative or successor
in interest, the Agent will redistribute such amounts to the Lenders on the same
basis as such amounts were originally distributed.

         2.14 Use of Proceeds. The proceeds of the Loans shall be used, in
accordance with the terms and provisions of this Agreement, solely (i) to pay or
reimburse reasonable transaction fees and expenses in connection with the
closing of the transactions contemplated hereby, and (ii) to provide for working
capital and general corporate requirements of the Borrower and its Subsidiary
Guarantors, including repurchases by the Borrower of its outstanding common
stock as permitted pursuant to SECTION 8.6.

         2.15 Pro Rata Treatment.

         (a) Except in the case of Swingline Loans, all fundings, continuations
and conversions of Loans shall be made by the Lenders pro rata on the basis of
their respective Commitments (in the case of the initial funding of Loans
pursuant to SECTION 2.2) or on the basis of their respective outstanding Loans
(in the case of continuations and conversions of Loans pursuant to SECTION 2.11,
and additionally in all cases in the event the Commitments have expired or have
been terminated), as the case may be from time to time. All payments on account
of principal of or interest on any Loans, fees or any other Obligations owing to
or for the account of any one or more Lenders shall be apportioned ratably among
such Lenders in proportion to the amounts of such principal, interest, fees or
other Obligations owed to them respectively.

         (b) Each Lender agrees that if it shall receive any amount hereunder
(whether by voluntary payment, realization upon security, exercise of the right
of setoff or banker's lien, counterclaim or cross action, or otherwise, other
than pursuant to SECTION 11.7) applicable to the payment of any of the
Obligations that exceeds its ratable share (according to the proportion of (i)
the amount of such Obligations due and payable to such Lender at such time to
(ii) the aggregate amount of such Obligations due and payable to all Lenders at
such time) of payments on account of such Obligations then or therewith obtained
by all the Lenders to which such payments are required to have been made, such
Lender shall forthwith purchase from the other Lenders such participations in
such Obligations as shall be necessary to cause such purchasing Lender to share
the excess payment or other recovery ratably with each of them; provided,
however, that if all or any portion of such excess payment is thereafter
recovered from such purchasing Lender, such purchase from each such other Lender
shall be rescinded and each such other Lender shall repay to the purchasing
Lender the purchase price to the extent of such recovery, together with an
amount equal to such other Lender's ratable share (according to the proportion
of (i) the amount of such other Lender's required repayment to (ii) the total
amount so recovered from the purchasing Lender) of any interest or other amount
paid or payable by the purchasing Lender in respect of the total amount so
recovered. The Borrower agrees that any Lender so purchasing a participation
from another Lender pursuant to the provisions of this subsection may, to the
fullest extent permitted by law, exercise any and all rights of payment

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(including, without limitation, setoff, banker's lien or counterclaim) with
respect to such participation as fully as if such participant were a direct
creditor of the Borrower in the amount of such participation. If under any
applicable bankruptcy, insolvency or similar law, any Lender receives a secured
claim in lieu of a setoff to which this subsection applies, such Lender shall,
to the extent practicable, exercise its rights in respect of such secured claim
in a manner consistent with the rights of the Lenders entitled under this
subsection to share in the benefits of any recovery on such secured claim.

         2.16 Increased Costs; Change in Circumstances; Illegality; etc.

         (a) If, at any time after the date hereof and from time to time, the
introduction of or any change in any applicable law, rule or regulation or in
the interpretation or administration thereof by any Governmental Authority
charged with the interpretation or administration thereof, or compliance by any
Lender with any guideline or request from any such Governmental Authority
(whether or not having the force of law), shall (i) subject such Lender to any
tax or other charge, or change the basis of taxation of payments to such Lender,
in respect of any of its LIBOR Loans or any other amounts payable hereunder or
its obligation to make, fund or maintain any LIBOR Loans (other than any change
in the rate or basis of tax on the overall net income of such Lender or its
applicable Lending Office), (ii) impose, modify or deem applicable any reserve,
special deposit or similar requirement (but excluding any reserves to the extent
actually included within the Reserve Requirement in the calculation of the LIBOR
Rate) against assets of, deposits with or for the account of, or credit extended
by, such Lender or its applicable Lending Office, or (iii) impose on such Lender
or its applicable Lending Office any other condition, and the result of any of
the foregoing shall be to increase the cost to such Lender of making or
maintaining any LIBOR Loans or issuing or participating in Letters of Credit or
to reduce the amount of any sum received or receivable by such Lender hereunder
(including in respect of Letters of Credit), the Borrower will, promptly upon
demand therefor by such Lender, pay to such Lender such additional amounts as
shall compensate such Lender for such increase in costs or reduction in return.

         (b) If, at any time after the date hereof and from time to time, any
Lender shall have reasonably determined that the introduction of or any change
in any applicable law, rule or regulation regarding capital adequacy or in the
interpretation or administration thereof by any Governmental Authority charged
with the interpretation or administration thereof, or compliance by such Lender
with any guideline or request from any such Governmental Authority (whether or
not having the force of law), has or would have the effect, as a consequence of
such Lender's Commitment, Loans or issuance of or participations in Letters of
Credit hereunder, of reducing the rate of return on the capital of such Lender
or any Person controlling such Lender to a level below that which such Lender or
controlling Person could have achieved but for such introduction, change or
compliance (taking into account such Lender's or controlling Person's policies
with respect to capital adequacy), the Borrower will, promptly upon demand
therefor by such Lender therefor, pay to such Lender such additional amounts as
will compensate such Lender or controlling Person for such reduction in return.

         (c) If, on or prior to the first day of any Interest Period, (y) the
Agent shall have determined that adequate and reasonable means do not exist for
ascertaining the applicable LIBOR Rate for such Interest Period or (z) the Agent
shall have received written notice from the

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Required Lenders of their reasonable determination that, due to material market
or regulatory changes after the date hereof, the rate of interest referred to in
the definition of "LIBOR Rate" upon the basis of which the Adjusted LIBOR Rate
for LIBOR Loans for such Interest Period is to be determined will not adequately
and fairly reflect the cost to such Lenders of making or maintaining LIBOR Loans
during such Interest Period, the Agent will forthwith so notify the Borrower and
the Lenders. Upon such notice, (i) all then outstanding LIBOR Loans shall
automatically, on the expiration date of the respective Interest Periods
applicable thereto (unless then repaid in full), be converted into Base Rate
Loans, (ii) the obligation of the Lenders to make, to convert Base Rate Loans
into, or to continue, LIBOR Loans shall be suspended (including pursuant to the
Borrowing to which such Interest Period applies), and (iii) any Notice of
Borrowing or Notice of Conversion/Continuation given at any time thereafter with
respect to LIBOR Loans shall be deemed to be a request for Base Rate Loans, in
each case until the Agent or the Required Lenders, as the case may be, shall
have determined that the circumstances giving rise to such suspension no longer
exist (and the Required Lenders, if making such determination, shall have so
notified the Agent), and the Agent shall have so notified the Borrower and the
Lenders.

         (d) Notwithstanding any other provision in this Agreement, if, at any
time after the date hereof and from time to time, any Lender shall have
determined in good faith that the introduction of or any change in any
applicable law, rule or regulation or in the interpretation or administration
thereof by any Governmental Authority charged with the interpretation or
administration thereof, or compliance with any guideline or request from any
such Governmental Authority (whether or not having the force of law), has or
would have the effect of making it unlawful for such Lender to make or to
continue to make or maintain LIBOR Loans, such Lender will forthwith so notify
the Agent and the Borrower. Upon such notice, (i) each of such Lender's then
outstanding LIBOR Loans shall automatically, on the expiration date of the
respective Interest Period applicable thereto (or, to the extent any such LIBOR
Loan may not lawfully be maintained as a LIBOR Loan until such expiration date,
upon such notice), be converted into a Base Rate Loan (and if such conversion is
made pursuant to the preceding parenthetical Borrower shall not be liable to
Lender for any compensation under SECTION 2.18 in connection therewith), (ii)
the obligation of such Lender to make, to convert Base Rate Loans into, or to
continue, LIBOR Loans shall be suspended (including pursuant to any Borrowing
for which the Agent has received a Notice of Borrowing but for which the
Borrowing Date has not arrived), and (iii) any Notice of Borrowing or Notice of
Conversion/Continuation given at any time thereafter with respect to LIBOR Loans
shall, as to such Lender, be deemed to be a request for a Base Rate Loan, in
each case until such Lender shall have determined that the circumstances giving
rise to such suspension no longer exist and shall have so notified the Agent,
and the Agent shall have so notified the Borrower.

         (e) Determinations by the Agent or any Lender for purposes of this
Section of any increased costs, reduction in return, market contingencies,
illegality or any other matter shall, absent manifest error, be conclusive,
provided that such determinations are made in good faith. No failure by the
Agent or any Lender at any time to demand payment of any amounts payable under
this Section shall constitute a waiver of its right to demand payment of any
additional amounts arising at any subsequent time. Nothing in this Section shall
require or be construed to require the Borrower to pay any interest, fees, costs
or other amounts in excess of that permitted by applicable law.

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         2.17 Taxes.

         (a) Any and all payments by the Borrower hereunder or under any Note
shall be made, in accordance with the terms hereof and thereof, free and clear
of and without deduction for any and all present or future taxes, levies,
imposts, deductions, charges or withholdings, and all liabilities with respect
thereto, excluding (y) any taxes imposed on the Agent or any Lender on the date
hereof, and (z) taxes imposed on, or measured by, the overall net income (or
franchise taxes imposed in lieu thereof) of the Agent or any Lender by reason of
any present or former connection between the Agent or such Lender and the
jurisdiction of the Governmental Authority imposing such tax or any political
subdivision thereof, other than such a connection arising solely from the Agent
or such Lender having executed, delivered or performed its obligations or
received a payment under, or enforced, this Agreement or the Notes (all such
nonexcluded taxes, levies, imposts, deductions, charges, withholdings and
liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be
required by law to deduct any Taxes from or in respect of any sum payable
hereunder or under any Note to the Agent or any Lender, (i) the sum payable
shall be increased as may be necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this Section), the Agent or such Lender, as the case may be, receives an amount
equal to the sum it would have received had no such deductions been made, (ii)
the Borrower will make such deductions, (iii) the Borrower will pay the full
amount deducted to the relevant taxation authority or other authority in
accordance with applicable law and (iv) the Borrower will deliver to the Agent
or such Lender, as the case may be, evidence of such payment.

         (b) The Borrower will indemnify the Agent and each Lender for the full
amount of Taxes (including, without limitation, any Taxes imposed by any
jurisdiction on amounts payable under this Section) paid by the Agent or such
Lender, as the case may be, and any liability (including penalties, interest and
expenses) arising therefrom or with respect thereto, whether or not such Taxes
were correctly or legally asserted. This indemnification shall be made within 30
days from the date the Agent or such Lender, as the case may be, makes written
demand therefor.

         (c) If the Agent or any Lender shall become aware of the reasonable
possibility that it is entitled to claim a refund of Taxes paid or indemnified
by Borrower pursuant to subsections (a) or (b) above, it shall promptly notify
of the Borrower of such potential refund claim and shall, within 30 days after
receipt of a request by the Borrower, make a claim to the applicable
governmental Authority for such refund at Borrower's expense. Each of the Agent
and the Lenders agrees that if it subsequently recovers, or receives a permanent
net tax benefit with respect to, any amount of Taxes (i) previously paid by it
and as to which it has been indemnified by or on behalf of the Borrower or (ii)
previously deducted by the Borrower (including, without limitation, any Taxes
deducted from any additional sums payable under clause (i) of subsection (a)
above), the Agent or such Lender, as the case may be, shall reimburse the
Borrower to the extent of the amount of any such recovery or permanent net tax
benefit (but only to the extent of indemnity payments made, or additional
amounts paid, by or on behalf of the Borrower under this Section with respect to
the Taxes giving rise to such recovery or tax benefit); provided, however, that
the Borrower, upon the request of the Agent or such Lender, agrees to repay to
the Agent or such Lender, as the case may be, the amount paid over to the
Borrower (together with any penalties, interest or other charges), in the event
the Agent or such Lender is required to repay such amount to the relevant taxing
authority or other Governmental

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Authority. The determination by the Agent or any Lender of the amount of any
such recovery or permanent net tax benefit shall, in the absence of manifest
error, be conclusive and binding.

         (d) If any Lender is incorporated or organized under the laws of a
jurisdiction other than the United States of America or any state thereof (a
"Non-U.S. Lender") and claims exemption from United States withholding tax
pursuant to the Internal Revenue Code, such Non-U.S. Lender will deliver to each
of the Agent and the Borrower, on or prior to the Initial Closing Date (or, in
the case of a Non-U.S. Lender that becomes a party to this Agreement as a result
of an assignment after the Initial Closing Date, on the effective date of such
assignment), (i) in the case of a Non-U.S. Lender that is a "bank" for purposes
of Section 881(c)(3)(A) of the Internal Revenue Code, a properly completed
Internal Revenue Service Form 4224, 1001, W-8BEN, W-8ECI or W-8 EXP, as
applicable (or successor forms), certifying that such Non-U.S. Lender is
entitled to an exemption from or a reduction of withholding or deduction for or
on account of United States federal income taxes in connection with payments
under this Agreement or any of the Notes, together with a properly completed
Internal Revenue Service Form W-8 or W-9, as applicable (or successor forms),
and (ii) in the case of a Non-U.S. Lender that is not a "bank" for purposes of
Section 881(c)(3)(A) of the Internal Revenue Code, a certificate in form and
substance reasonably satisfactory to the Agent and the Borrower and to the
effect that (x) such Non-U.S. Lender is not a "bank" for purposes of Section
881(c)(3)(A) of the Internal Revenue Code, is not subject to regulatory or other
legal requirements as a bank in any jurisdiction, and has not been treated as a
bank for purposes of any tax, securities law or other filing or submission made
to any governmental authority, any application made to a rating agency or
qualification for any exemption from any tax, securities law or other legal
requirements, (y) is not a 10-percent shareholder for purposes of Section
881(c)(3)(B) of the Internal Revenue Code and (z) is not a controlled foreign
corporation receiving interest from a related person for purposes of Section
881(c)(3)(C) of the Internal Revenue Code, together with a properly completed
Internal Revenue Service Form W-8 or W-9, as applicable (or successor forms).
Each such Non-U.S. Lender further agrees to deliver to each of the Agent and the
Borrower an additional copy of each such relevant form on or before the date
that such form expires or becomes obsolete or after the occurrence of any event
(including a change in its applicable Lending Office) requiring a change in the
most recent forms so delivered by it, in each case certifying that such Non-U.S.
Lender is entitled to an exemption from or a reduction of withholding or
deduction for or on account of United States federal income taxes in connection
with payments under this Agreement or any of the Notes, unless an event
(including, without limitation, any change in treaty, law or regulation) has
occurred prior to the date on which any such delivery would otherwise be
required, which event renders all such forms inapplicable or the exemption to
which such forms relate unavailable and such Non-U.S. Lender notifies the Agent
and the Borrower that it is not entitled to receive payments without deduction
or withholding of United States federal income taxes. Each such Non-U.S. Lender
will promptly notify the Agent and the Borrower of any changes in circumstances
that would modify or render invalid any claimed exemption or reduction.

         (e) If any Lender is entitled to a reduction in (and not a complete
exemption from) the applicable withholding tax, the Borrower and the Agent may
withhold from any interest payment to such Lender an amount equivalent to the
applicable withholding tax after taking into account such reduction. If any of
the forms or other documentation required under subsection (d) above are not
delivered to the Agent as therein required, then the Borrower and

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the Agent may withhold from any interest payment to such Lender not providing
such forms or other documentation an amount equivalent to the applicable
withholding tax.

         2.18 Compensation. The Borrower will compensate each Lender upon demand
for all losses, expenses and liabilities (including, without limitation, any
loss, expense or liability incurred by reason of the liquidation or reemployment
of deposits or other funds required by such Lender to fund or maintain LIBOR
Loans) that such Lender may incur or sustain (i) if for any reason (other than a
default by such Lender) a Borrowing or continuation of, or conversion into, a
LIBOR Loan does not occur on a date specified therefor in a Notice of Borrowing
or Notice of Conversion/Continuation, (ii) if any repayment, prepayment or
conversion of any LIBOR Loan occurs on a date other than the last day of an
Interest Period applicable thereto (including as a consequence of acceleration
of the maturity of the Loans pursuant to SECTION 9.2), (iii) if any prepayment
of any LIBOR Loan is not made on any date specified in a notice of prepayment
given by the Borrower or (iv) as a consequence of any other failure by the
Borrower to make any payments with respect to any LIBOR Loan when due hereunder.
Calculation of all amounts payable to a Lender under this Section shall be made
as though such Lender had actually funded its relevant LIBOR Loan through the
purchase of a Eurodollar deposit bearing interest at the LIBOR Rate in an amount
equal to the amount of such LIBOR Loan, having a maturity comparable to the
relevant Interest Period; provided, however, that each Lender may fund its LIBOR
Loans in any manner it sees fit and the foregoing assumption shall be utilized
only for the calculation of amounts payable under this Section. Determinations
by any Lender for purposes of this Section of any such losses, expenses or
liabilities shall, absent manifest error, be conclusive, provided that such
determinations are made in good faith.

         2.19 Replacement of Defaulting Lender. The Borrower shall have the
right, if no Default or Event of Default then exists, to replace a Defaulting
Lender with one or more additional banks or financial institutions
(collectively, the "Replacement Lender"), provided, that (a) at the time of any
replacement pursuant to this SECTION 2.19, the Replacement Lender shall enter
into one or more Assignment and Acceptance agreements pursuant to, and in
accordance with the terms of, SECTION 11.7(a) (and with all processing and
recordation fees payable pursuant to said SECTION 11.7(a) to be paid by the
Replacement Lender or, at its option, the Borrower) pursuant to which the
Replacement Lender shall acquire all of the rights and obligations of the
Defaulting Lender hereunder and, in connection therewith, shall pay to the
Defaulting Lender in respect thereof an amount equal to the sum of (i) the
principal of, and all accrued interest on, all outstanding Loans of the
Defaulting Lender, and (ii) all accrued, but theretofore unpaid, fees owing to
the Defaulting Lender pursuant to SECTION 2.9, and (b) all other obligations of
the Borrower owing to the Defaulting Lender (including all other obligations, if
any, owing pursuant to SECTIONS 2.16, 2.17 and 2.18) shall be paid in full to
such Defaulting Lender concurrently with such replacement.

                                  ARTICLE III

                                LETTERS OF CREDIT

         3.1 Issuance. Subject to and upon the terms and conditions herein set
forth, so long as no Default or Event of Default has occurred and is continuing,
the Issuing Lender will, at any

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time and from time to time on and after the Initial Closing Date and prior to
the earlier of (i) the seventh day prior to the Maturity Date and (ii) the
Termination Date, and upon request by the Borrower in accordance with the
provisions of SECTION 3.2, issue for the account of the Borrower one or more
irrevocable standby letters of credit denominated in Dollars and in a form
customarily used or otherwise approved by the Issuing Lender (together with all
amendments, modifications and supplements thereto, substitutions therefor and
renewals and restatements thereof, collectively, the "Letters of Credit"). The
Stated Amount of each Letter of Credit shall not be less than such amount as may
be acceptable to the Issuing Lender. Notwithstanding the foregoing:

         (a) No Letter of Credit shall be issued the Stated Amount upon issuance
of which (i) when added to the aggregate Letter of Credit Exposure of the
Lenders at such time, would exceed $20,000,000 or (ii) when added to the sum of
(x) the aggregate Letter of Credit Exposure of all Lenders at such time, (y) the
aggregate principal amount of all Revolving Loans then outstanding, and (z) the
aggregate amount of all Swingline Loans then outstanding, would exceed the
aggregate Commitments at such time;

         (b) No Letter of Credit shall be issued that by its terms expires later
than the seventh day prior to the Maturity Date or, in any event, more than one
(1) year after its date of issuance; provided, however, that a Letter of Credit
may, if requested by the Borrower, provide by its terms, and on terms acceptable
to the Issuing Lender, for renewal for successive periods of one year or less
(but not beyond the seventh day prior to the Maturity Date), unless and until
the Issuing Lender shall have delivered a notice of nonrenewal to the
beneficiary of such Letter of Credit; and

         (c) The Issuing Lender shall be under no obligation to issue any Letter
of Credit if, at the time of such proposed issuance, (i) any order, judgment or
decree of any Governmental Authority or arbitrator shall purport by its terms to
enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any
Requirement of Law applicable to the Issuing Lender or any request or directive
(whether or not having the force of law) from any Governmental Authority with
jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing
Lender refrain from, the issuance of letters of credit generally or such Letter
of Credit in particular or shall impose upon the Issuing Lender with respect to
such Letter of Credit any restriction or reserve or capital requirement (for
which the Issuing Lender is not otherwise compensated) not in effect on the
Initial Closing Date, or any unreimbursed loss, cost or expense that was not
applicable, in effect or known to the Issuing Lender as of the Initial Closing
Date and that the Issuing Lender in good faith deems material to it, or (ii) the
Issuing Lender shall have actual knowledge, or shall have received notice from
any Lender, prior to the issuance of such Letter of Credit that one or more of
the conditions specified in SECTIONS 4.1 (if applicable) or 4.3 are not then
satisfied (or have not been waived in writing as required herein) or that the
issuance of such Letter of Credit would violate the provisions of subsection (a)
above.

         3.2 Notices. Whenever the Borrower desires the issuance of a Letter of
Credit, the Borrower will give the Issuing Lender written notice with a copy to
the Agent not later than 11:00 a.m., Charlotte time, three (3) Business Days (or
such shorter period as is acceptable to the Issuing Lender in any given case)
prior to the requested date of issuance thereof. Each such notice (each, a
"Letter of Credit Notice") shall be irrevocable, shall be given in the form of

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EXHIBIT B-4 and shall specify (i) the requested date of issuance, which shall be
a Business Day, (ii) the requested Stated Amount and expiry date of the Letter
of Credit, and (iii) the name and address of the requested beneficiary or
beneficiaries of the Letter of Credit. The Borrower will also complete any
application procedures and documents required by the Issuing Lender in
connection with the issuance of any Letter of Credit. Upon its issuance of any
Letter of Credit, the Issuing Lender will promptly notify the Agent of such
issuance, and the Agent will give prompt notice thereof to each Lender.
Notwithstanding the foregoing, each of the outstanding letters of credit listed
in SCHEDULE 3.2 shall, on and as of the Initial Closing Date, be deemed to be
Letters of Credit issued under and pursuant to this Agreement and the fees set
forth in SECTION 2.9(b) and (c) shall commence with respect to such Letters of
Credit on the Initial Closing Date.

         3.3 Participations. Immediately upon the issuance of any Letter of
Credit, the Issuing Lender shall be deemed to have sold and transferred to each
Lender, and each Lender shall be deemed irrevocably and unconditionally to have
purchased and received from the Issuing Lender, without recourse or warranty, an
undivided interest and participation, pro rata (based on the percentage of the
aggregate Commitments represented by such Lender's Commitment), in such Letter
of Credit, each drawing made thereunder and the obligations of the Borrower
under this Agreement with respect thereto and any security therefor or guaranty
pertaining thereto; provided, however, that the fee relating to Letters of
Credit described in SECTION 2.9(c) shall be payable directly to the Issuing
Lender as provided therein, and the Lenders shall have no right to receive any
portion thereof. Upon any change in the Commitments of any of the Lenders
pursuant to SECTION 2.5 with respect to all outstanding Letters of Credit and
Reimbursement Obligations there shall be an automatic adjustment to the
participations pursuant to this Section to reflect the new pro rata shares of
the assigning Lender and the Assignee.

         3.4 Reimbursement. The Borrower hereby agrees to reimburse the Issuing
Lender by making payment to the Agent, for the account of the Issuing Lender, in
immediately available funds, for any payment made by the Issuing Lender under
any Letter of Credit (each such amount so paid until reimbursed, together with
interest thereon payable as provided hereinbelow, a "Reimbursement Obligation")
immediately after, and in any event within one (1) Business Day after its
receipt of notice of, such payment (provided that any such Reimbursement
Obligation shall be deemed timely satisfied (but nevertheless subject to the
payment of interest thereon as provided hereinbelow) if satisfied pursuant to a
Borrowing of Loans made on or prior to the next Business Day following the date
of the Borrower's receipt of notice of such payment), together with interest on
the amount so paid by the Issuing Lender, to the extent not reimbursed prior to
1:00 p.m., Charlotte time, on the date of such payment or disbursement, for the
period from the date of the respective payment to the date the Reimbursement
Obligation created thereby is satisfied, at the Adjusted Base Rate applicable to
Loans as in effect from time to time during such period, such interest also to
be payable on demand. The Issuing Lender will provide the Agent and the Borrower
with prompt notice of any payment or disbursement made under any Letter of
Credit, although the failure to give, or any delay in giving, any such notice
shall not release, diminish or otherwise affect the Borrower's obligations under
this Section or any other provision of this Agreement. The Agent will promptly
pay to the Issuing Lender any such amounts received by it under this Section.

         3.5 Payment by Revolving Loans. In the event that the Issuing Lender
makes any payment under any Letter of Credit and the Borrower shall not have
timely satisfied in full its

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Reimbursement Obligation to the Issuing Lender pursuant to SECTION 3.4, and to
the extent that any amounts then held in the Cash Collateral Account established
pursuant to SECTION 3.8 shall be insufficient to satisfy such Reimbursement
Obligation in full, the Issuing Lender will promptly notify the Agent, and the
Agent will promptly notify each Lender, of such failure. If the Agent gives such
notice prior to 11:00 a.m., Charlotte time, on any Business Day, each Lender
will make available to the Agent, for the account of the Issuing Lender, its pro
rata share (based on the percentage of the aggregate Commitments represented by
such Lender's Commitment) of the amount of such payment on such Business Day in
immediately available funds. If the Agent gives such notice after 11:00 a.m.,
Charlotte time, on any Business Day, each such Lender shall make its pro rata
share of such amount available to the Agent on the next succeeding Business Day.
If and to the extent any Lender shall not have so made its pro rata share of the
amount of such payment available to the Agent, such Lender agrees to pay to the
Agent, for the account of the Issuing Lender, forthwith on demand such amount,
together with interest thereon at the Federal Funds Rate for each day from such
date until the date such amount is paid to the Agent. The failure of any Lender
to make available to the Agent its pro rata share of any payment under any
Letter of Credit shall not relieve any other Lender of its obligation hereunder
to make available to the Agent its pro rata share of any payment under any
Letter of Credit on the date required, as specified above, but no Lender shall
be responsible for the failure of any other Lender to make available to the
Agent such other Lender's pro rata share of any such payment. Each such payment
by a Lender under this Section of its pro rata share of an amount paid by the
Issuing Lender shall constitute a Revolving Loan by such Lender (the Borrower
being deemed to have given a timely Notice of Borrowing therefor) and shall be
treated as such for all purposes of this Agreement; provided that for purposes
of determining the aggregate Unutilized Commitments immediately prior to giving
effect to the application of the proceeds of such Revolving Loans, the
Reimbursement Obligation being satisfied thereby shall be deemed not to be
outstanding at such time.

         3.6 Payment to Lenders. Whenever the Issuing Lender receives a payment
in respect of a Reimbursement Obligation as to which the Agent has received, for
the account of the Issuing Lender, any payments from the Lenders pursuant to
SECTION 3.5, the Issuing Lender will promptly pay to the Agent, and the Agent
will promptly pay to each Lender that has paid its pro rata share thereof, in
immediately available funds, an amount equal to such Lender's ratable share
(based on the proportionate amount funded by such Lender to the aggregate amount
funded by all Lenders) of such Reimbursement Obligation.

         3.7 Obligations Absolute. The Reimbursement Obligations of the
Borrower, and the obligations of the Lenders under SECTION 3.5 to make payments
to the Agent, for the account of the Issuing Lender, with respect to Letters of
Credit, shall be irrevocable, shall remain in effect until the Issuing Lender
shall have no further obligations to make any payments or disbursements under
any circumstances with respect to any Letter of Credit, and, except to the
extent resulting from any gross negligence or willful misconduct on the part of
the Issuing Lender, shall be absolute and unconditional, shall not be subject to
counterclaim, setoff or other defense or any other qualification or exception
whatsoever and shall be made in accordance with the terms and conditions of this
Agreement under all circumstances, including, without limitation, any of the
following circumstances:

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         (a) Any lack of validity or enforceability of this Agreement, any of
the other Credit Documents or any documents or instruments relating to any
Letter of Credit;

         (b) Any change in the time, manner or place of payment of, or in any
other term of, all or any of the Obligations in respect of any Letter of Credit
or any other amendment, modification or waiver of or any consent to departure
from any Letter of Credit or any documents or instruments relating thereto, in
each case whether or not the Borrower has notice or knowledge thereof;

         (c) The existence of any claim, setoff, defense or other right that the
Borrower may have at any time against a beneficiary named in a Letter of Credit,
any transferee of any Letter of Credit (or any Person for whom any such
transferee may be acting), the Agent, the Issuing Lender, any Lender or other
Person, whether in connection with this Agreement, any Letter of Credit, the
transactions contemplated hereby or any unrelated transactions (including any
underlying transaction between the Borrower and the beneficiary named in any
such Letter of Credit);

         (d) Any draft, certificate or any other document presented under the
Letter of Credit proving to be forged, fraudulent, invalid or insufficient in
any respect or any statement therein being untrue or inaccurate in any respect
(provided that such draft, certificate or other document appears on its face to
comply with the terms of such Letter of Credit), any errors, omissions,
interruptions or delays in transmission or delivery of any messages, by mail,
telecopier or otherwise, or any errors in translation or in interpretation of
technical terms;

         (e) Any defense based upon the failure of any drawing under a Letter of
Credit to conform to the terms of the Letter of Credit (provided that any draft,
certificate or other document presented pursuant to such Letter of Credit
appears on its face to comply with the terms thereof), any nonapplication or
misapplication by the beneficiary or any transferee of the proceeds of such
drawing or any other act or omission of such beneficiary or transferee in
connection with such Letter of Credit;

         (f) The exchange, release, surrender or impairment of any security for
the Obligations;

         (g) The occurrence of any Default or Event of Default; or

         (h) Any other circumstance or event whatsoever, including, without
limitation, any other circumstance that might otherwise constitute a defense
available to, or a discharge of, the Borrower or a guarantor.

Any action taken or omitted to be taken by the Issuing Lender under or in
connection with any Letter of Credit, if taken or omitted in the absence of
gross negligence or willful misconduct, shall be binding upon the Borrower and
each Lender and shall not create or result in any liability of the Issuing
Lender to the Borrower or any Lender. It is expressly understood and agreed
that, for purposes of determining whether a wrongful payment under a Letter of
Credit resulted from the Issuing Lender's gross negligence or willful
misconduct, (i) the Issuing Lender's acceptance of documents that appear on
their face to comply with the terms of such Letter of Credit, without
responsibility for further investigation, regardless of any notice or
information to the contrary,

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(ii) the Issuing Lender's exclusive reliance on the documents presented to it
under such Letter of Credit as to any and all matters set forth therein,
including the amount of any draft presented under such Letter of Credit, whether
or not the amount due to the beneficiary thereunder equals the amount of such
draft and whether or not any document presented pursuant to such Letter of
Credit proves to be insufficient in any respect (so long as such document
appears on its face to comply with the terms of such Letter of Credit), and
whether or not any other statement or any other document presented pursuant to
such Letter of Credit proves to be forged or invalid or any statement therein
proves to be inaccurate or untrue in any respect whatsoever, and (iii) any
noncompliance in any immaterial respect of the documents presented under such
Letter of Credit with the terms thereof shall, in each case, be deemed not to
constitute gross negligence or willful misconduct of the Issuing Lender. Nothing
in this ARTICLE III shall reduce or impair the Borrower's right under N.C.G.S
Section 25-5-109(b) to seek to enjoin the honor of a Letter of Credit; provided
that the Borrower shall promptly indemnify the Issuing Lender pursuant to
SECTION 11.2 for all costs, expenses, losses, damages or liabilities arising
from such action.

         3.8 Cash Collateral Account. At any time and from time to time (i)
after the occurrence and during the continuance of an Event of Default, the
Agent, at the direction or with the consent of the Required Lenders, may require
the Borrower to deliver to the Agent such additional amount of cash as is equal
to the aggregate Stated Amount of all Letters of Credit at any time outstanding
(whether or not any beneficiary under any Letter of Credit shall have drawn or
be entitled at such time to draw thereunder) and (ii) in the event of a
prepayment under SECTION 2.6(A), the Agent will retain such amount as may then
be required to be retained, such amounts in each case under clauses (i) and (ii)
above to be held by the Agent in a cash collateral account (the "Cash Collateral
Account"). The Borrower hereby grants to the Agent, for the benefit of the
Issuing Lender and the Lenders, a Lien upon and security interest in the Cash
Collateral Account and all amounts held therein from time to time as security
for Letter of Credit Exposure, and for application to the Borrower's
Reimbursement Obligations as and when the same shall arise. The Agent shall have
exclusive dominion and control, including the exclusive right of withdrawal,
over such account. Other than any interest on the investment of such amounts in
Cash Equivalents, which investments shall be made at the direction of the
Borrower (unless a Default or Event of Default shall have occurred and be
continuing, in which case the determination as to investments shall be made at
the option and in the discretion of the Agent), amounts in the Cash Collateral
Account shall not bear interest. Interest and profits, if any, on such
investments shall accumulate in such account. In the event of a drawing, and
subsequent payment by the Issuing Lender, under any Letter of Credit at any time
during which any amounts are held in the Cash Collateral Account, the Agent will
deliver to the Issuing Lender an amount equal to the Reimbursement Obligation
created as a result of such payment (or, if the amounts so held are less than
such Reimbursement Obligation, all of such amounts) to reimburse the Issuing
Lender therefor. Any amounts remaining in the Cash Collateral Account after the
expiration of all Letters of Credit and reimbursement in full of the Issuing
Lender for all of its obligations thereunder shall be held by the Agent, for the
benefit of the Borrower, to be applied against the Obligations in such order and
manner as the Agent may direct. If the Borrower is required to provide cash
collateral pursuant to SECTION 2.6(a), such amount (to the extent not applied as
aforesaid) shall be returned to the Borrower on demand, provided that after
giving effect to such return (i) the sum of (x) the aggregate principal amount
of all Revolving Loans outstanding at such time, (y) the aggregate Letter of
Credit Exposure of all Lenders at such time, and (z) the aggregate principal
amount of all Swingline Loans outstanding at such time, would not exceed

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the aggregate Commitments at such time and (ii) no Default or Event of Default
shall have occurred and be continuing at such time. If the Borrower is required
to provide cash collateral as a result of an Event of Default, such amount (to
the extent not applied as aforesaid) shall be returned to the Borrower within
three (3) Business Days after all Events of Default have been cured or waived.

         3.9 Effectiveness. Notwithstanding any termination of the Commitments
or repayment of the Loans, or both, the obligations of the Borrower under this
Article shall remain in full force and effect until the Issuing Lender and the
Lenders shall have no further obligations to make any payments or disbursements
under any circumstances with respect to any Letter of Credit.ARTICLE IV

                             CONDITIONS OF BORROWING

         4.1 Conditions of Initial Borrowing. The obligation of each Lender to
make Loans in connection with the initial Borrowing hereunder, and the
obligation of the Issuing Lender to issue Letters of Credit hereunder on the
Initial Closing Date, is subject to the satisfaction of the following conditions
precedent:

         (a) The Agent shall have received the following, each dated as of the
Initial Closing Date (unless otherwise specified) and, except for the Notes, in
sufficient copies for each Lender:

                  (i) A Revolving Note for each Lender that is a party hereto as
         of the Initial Closing Date, in the amount of such Lender's Commitment
         and a Swingline Note for the Swingline Lender, in the amount of the
         Swingline Commitment, each duly completed in accordance with the
         relevant provisions of SECTION 2.4 and executed by the Borrower;

                  (ii) the Subsidiary Guaranty, duly completed and executed by
         each Subsidiary Guarantor as shown on SCHEDULE 5.7 to the Initial
         Agreement;

                  (iii) the favorable opinions of McGuire, Woods, Battle &
         Boothe, LLP, special counsel to the Borrower, addressed to the Agent
         and the Lenders and in the form attached hereto as EXHIBIT F.

s         (b) The Agent shall have received a certificate, signed by the
president, the chief executive officer or the chief financial officer of the
Borrower, in form and substance satisfactory to the Agent, certifying that (i)
all representations and warranties of the Borrower contained in this Agreement
and the other Credit Documents are true and correct in all material respects as
of the Initial Closing Date, both immediately before and after giving effect to
the consummation of the transactions contemplated hereby, the making of the
initial Loans hereunder and the application of the proceeds thereof, (ii) no
Default or Event of Default has occurred and is continuing, both immediately
before and after giving effect to the consummation of the transactions
contemplated hereby, the making of the initial Loans hereunder and the
application of the proceeds thereof, (iii) both immediately before and after
giving effect to the consummation of the transactions contemplated hereby, the
making of the initial Loans hereunder and the application of the proceeds
thereof, no Material Adverse Change has occurred since December 31, 1999, and
there exists no event, condition or state of facts that could

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reasonably be expected to result in a Material Adverse Change, and (iv) all
conditions to the initial extensions of credit hereunder set forth in this
Section and in SECTION 4.3 have been satisfied or waived as required hereunder.

         (c) The Agent shall have received a certificate of the secretary or an
assistant secretary of each of the Borrower and its Subsidiary Guarantors, in
form and substance satisfactory to the Agent, certifying (i) that attached
thereto is a true and complete copy of the articles or certificate of
incorporation and all amendments thereto of the Borrower or such Subsidiary, as
the case may be, certified as of a recent date by the Secretary of State (or
comparable Governmental Authority) of its jurisdiction of organization, and that
the same has not been amended since the date of such certification, (ii) that
attached thereto is a true and complete copy of the bylaws of the Borrower or
such Subsidiary, as the case may be, as then in effect and as in effect at all
times from the date on which the resolutions referred to in clause (iii) below
were adopted to and including the date of such certificate, and (iii) that
attached thereto is a true and complete copy of resolutions adopted by the board
of directors of the Borrower or such Subsidiary, as the case may be, authorizing
the execution, delivery and performance of this Agreement and the other Credit
Documents to which it is a party, and as to the incumbency and genuineness of
the signature of each officer of the Borrower or such Subsidiary, as the case
may be, executing this Agreement or any of such other Credit Documents, and
attaching all such copies of the documents described above.

         (d) The Agent shall have received (i) a certificate as of a recent date
of the good standing of each of the Borrower and the Subsidiary Guarantors under
the laws of its jurisdiction of organization, from the Secretary of State (or
comparable Governmental Authority) of such jurisdiction or such similar
certificate as is customarily issued by the relevant jurisdiction, and (ii) a
certificate as of a recent date of the qualification of each of the Borrower and
the Subsidiary Guarantors to conduct business as a foreign corporation in each
jurisdiction where it is so qualified as of the Initial Closing Date, from the
Secretary of State (or comparable Governmental Authority) of such jurisdiction.

         (e) All legal matters, documentation, and corporate or other
proceedings incident to the transactions contemplated hereby shall be
satisfactory in form and substance to the Agent; all approvals, permits and
consents of any Governmental Authorities or other Persons required in connection
with the execution and delivery of this Agreement and the other Credit Documents
and the consummation of the transactions contemplated hereby and thereby shall
have been obtained, without the imposition of conditions that are not acceptable
to the Agent, and all related filings, if any, shall have been made, and all
such approvals, permits, consents and filings shall be in full force and effect
and the Agent shall have received such copies thereof as it shall have
requested; all applicable waiting periods shall have expired without any adverse
action being taken by any Governmental Authority having jurisdiction; and no
action, proceeding, investigation, regulation or legislation shall have been
instituted, threatened or proposed before, and no order, injunction or decree
shall have been entered by, any court or other Governmental Authority, in each
case to enjoin, restrain or prohibit, to obtain substantial damages in respect
of, or that is otherwise related to or arises out of, this Agreement, any of the
other Credit Documents or the consummation of the transactions contemplated
hereby or thereby, or that, in the opinion of the Agent, could reasonably be
expected to have a Material Adverse Effect.

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         (f) The Agent shall have received certified reports from an independent
search service satisfactory to it listing any judgment or tax lien filing or
Uniform Commercial Code financing statement that (i) names the Borrower as
debtor or (ii) names any Subsidiary Guarantor as debtor and the results thereof
shall be satisfactory to the Agent.

         (g) Since December 31, 1999, both immediately before and after giving
effect to the consummation of the transactions contemplated by this Agreement,
there shall not have occurred any Material Adverse Change or any event,
condition or state of facts that could reasonably be expected to result in a
Material Adverse Change.

         (h) The Borrower shall have paid (i) to First Union, the unpaid balance
of the fees described in the Fee Letter, (ii) to the Agent, the initial payment
of the annual administrative fee described the Fee Letter, and (iii) all other
fees and expenses of the Agent and the Lenders required hereunder or under any
other Credit Document to be paid on or prior to the Initial Closing Date
(including fees and expenses of counsel) in connection with this Agreement and
the transactions contemplated hereby.

         (i) The Agent shall have received a Financial Condition Certificate,
together with the Pro Forma Balance Sheet and the Projections as described in
SECTIONS 5.11(b) and 5.11(c), all of which shall be in form and substance
satisfactory to the Agent.

         (j) The Agent shall have received a Covenant Compliance Worksheet, duly
completed and certified by the chief financial officer of the Borrower and in
form and substance satisfactory to the Agent, demonstrating the Borrower's
compliance with the financial covenants set forth in SECTIONS 7.1 through 7.5,
determined on a pro forma basis as of January 1, 2000 after giving effect to the
making of the initial Loans hereunder and the consummation of the transactions
contemplated hereby.

         (k) The Agent shall have received from the Borrower its consolidated
operating budget for the 2000 calendar year, and the same shall be in form and
substance satisfactory to the Agent.

         (l) The Agent shall have received an Account Designation Letter,
together with written instructions from an Authorized Officer, including wire
transfer information, directing the payment of the proceeds of the initial Loans
to be made hereunder.

         (m) The Agent and each Lender shall have received such other documents,
certificates, opinions and instruments in connection with the transactions
contemplated hereby as it shall have reasonably requested.

         4.2 Conditions to Second Restatement Closing. The effectiveness of the
Second Restatement is subject to the satisfaction of the following conditions
precedent:

         (a) The Agent shall have received the following, each dated as of the
Second Restatement Closing Date, in sufficient copies for each Lender:

                  (i) the Pledge Agreement, duly completed and executed by St.
         Joe Finance Company;

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                  (ii) an accession to the Subsidiary Guaranty duly completed
         and executed by each Subsidiary identified in SCHEDULE 5.7 to this
         Agreement as a Subsidiary Guarantor that has not previously become a
         party to the Subsidiary Guaranty and a certificate duly executed by the
         Subsidiary Guarantors (the "Guarantor Certificate"), in form and
         substance satisfactory to the Agent, stating that all Obligations under
         this Agreement, will continue to be guaranteed under the Subsidiary
         Guaranty, and that nothing herein will affect the validity or
         enforceability of such Subsidiary Guaranty; and

                  (iii) the favorable opinions of Lawrence Paine, counsel to the
         Borrower and the Subsidiary Guarantors, addressed to the Agent and the
         Lenders and in form and substance reasonably satisfactory to the Agents
         and Lenders.

         (b) The Agent shall have received a certificate, signed by the
president, the chief executive officer or the chief financial officer of the
Borrower, in form and substance satisfactory to the Agent, certifying that (i)
all representations and warranties of the Borrower contained in this Agreement
and the other Credit Documents are true and correct in all material respects as
of the Second Restatement Closing Date, both immediately before and after giving
effect to the consummation of the transactions contemplated hereby, (ii) no
Default or Event of Default has occurred and is continuing, both immediately
before and after giving effect to the consummation of the transactions
contemplated hereby, (iii) both immediately before and after giving effect to
the consummation of the transactions contemplated hereby, there exists no event,
condition or state of facts that could reasonably be expected to result in a
Material Adverse Change, and (iv) the Borrower has issued, or is issuing
substantially simultaneously with the closing of the Second Restatement, its
Medium Term Notes.

         (c) The Agent shall have received a certificate of the secretary or an
assistant secretary of the Borrower, in form and substance satisfactory to the
Agent, certifying (i) that the articles of incorporation of the Borrower have
not been amended since May 30, 2000, (ii) that the bylaws of the Borrower have
not been amended since September 6, 2000, (iii) that attached thereto is a true
and complete of resolutions adopted by the board of directors of the Borrower
authorizing (A) the execution, delivery and performance of this Agreement and
the other Credit Documents to which it is a party and (B) the other transactions
contemplated hereby, which resolutions have not been amended, rescinded,
modified or revoked, and are the only resolutions of the Borrower relating to
this Agreement and the transactions contemplated hereby, and (iv) as to the
incumbency and genuineness of the signature of each officer of the Borrower
executing this Agreement or any of such other Credit Documents.

         (d) The Agent shall have received a certificate of the secretary or an
assistant secretary (or comparable officer or manager) of each of the
Subsidiaries delivering an accession to the Subsidiary Guaranty, in form and
substance satisfactory to the Agent, certifying (i) that attached thereto is a
true and complete copy of the articles or certificate of incorporation (or
comparable formative documents) and all amendments thereto of such Subsidiary,
certified as of a recent date by the Secretary of State (or comparable
Governmental Authority) of its jurisdiction of organization, and that the same
has not been amended since the date of such certification, (ii) that attached
thereto is a true and complete copy of the bylaws (or comparable operating
agreement, partnership agreement or other documents) of such Subsidiary, as then
in effect and as in effect at all times from the date on which the resolutions
referred to in clause (iii) below

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were adopted to and including the date of such certificate, and (iii) that
attached thereto is a true and complete copy of resolutions adopted by the board
of directors (or comparable governing body or entity) of such Subsidiary,
authorizing the execution, delivery and performance of the Subsidiary Guaranty
and the other Credit Documents to which it is a party, and as to the incumbency
and genuineness of the signature of each officer of such Subsidiary executing
any Credit Documents, and attaching all such copies of the documents described
above.

         (e) The Agent shall have received a certificate as of a recent date of
the good standing of the Borrower under the laws of its jurisdiction of
organization, from the Secretary of State (or comparable Governmental Authority)
of such jurisdiction.

         (f) All legal matters, documentation, and corporate or other
proceedings incident to the transactions contemplated hereby (including as
related to the issuance of the Medium Term Notes) shall be satisfactory in form
and substance to the Agent; all approvals, permits and consents of any
Governmental Authorities or other Persons required in connection with the
execution and delivery of this Second Restatement and the consummation of the
transactions contemplated hereby shall have been obtained, without the
imposition of conditions that are not acceptable to the Agent, and all related
filings, if any, shall have been made, and all such approvals, permits, consents
and filings shall be in full force and effect and the Agent shall have received
such copies thereof as it shall have requested; all applicable waiting periods
shall have expired without any adverse action being taken by any Governmental
Authority having jurisdiction; and no action, proceeding, investigation,
regulation or legislation shall have been instituted, threatened or proposed
before, and no order, injunction or decree shall have been entered by, any court
or other Governmental Authority, in each case to enjoin, restrain or prohibit,
to obtain substantial damages in respect of, or that is otherwise related to or
arises out of, this Second Restatement or the consummation of the transactions
contemplated hereby, or that, in the opinion of the Agent, could reasonably be
expected to have a Material Adverse Effect.

         (g) Since December 31, 2000, both immediately before and after giving
effect to the consummation of the transactions contemplated by this Second
Restatement, there shall not have occurred any Material Adverse Change or any
event, condition or state of facts that could reasonably be expected to result
in a Material Adverse Change.

         (h) The Borrower shall have paid the fees described in SECTION 2.9(e).

         (i) The Agent shall have received the Pro Forma Balance Sheet and the
Projections as described in SECTIONS 5.11(b) and 5.11(c), all of which shall be
in form and substance satisfactory to the Agent.

         (j) The Agent shall have received a Covenant Compliance Worksheet, duly
completed and certified by the chief financial officer of the Borrower and in
form and substance satisfactory to the Agent, demonstrating the Borrower's
compliance with the financial covenants set forth in SECTIONS 7.1 through 7.5,
determined on a pro forma basis as of September 30, 2001 after giving effect to
the Loans hereunder as of the Second Restatement Closing Date, the issuance of
the Medium Term Notes and the consummation of the transactions contemplated
hereby.

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         (k) The Agent and each Lender shall have received such other documents,
certificates, opinions and instruments in connection with the transactions
contemplated hereby as it shall have reasonably requested.

         4.3 Conditions of All Borrowings. The obligation of each Lender to make
any Loans hereunder, including the initial Revolving Loans (but excluding
Revolving Loans made for the purpose of repaying Refunded Swingline Loans
pursuant to SECTION 2.2(e)), and the obligation of the Issuing Lender to issue
any Letters of Credit hereunder, is subject to the satisfaction of the following
conditions precedent on the relevant Borrowing Date or date of issuance:

         (a) The Agent shall have received a Notice of Borrowing in accordance
with SECTION 2.2(b), or (together with the Swingline Lender) a Notice of
Swingline Borrowing in accordance with SECTION 2.2(d) or (together with the
Issuing Lender) a Letter of Credit Notice in accordance with SECTION 3.2, as
applicable;

         (b) Each of the representations and warranties contained in ARTICLE V
and in the other Credit Documents shall be true and correct in all material
respects on and as of such Borrowing Date (including the Initial Closing Date,
in the case of the initial Revolving Loans made hereunder) or date of issuance
with the same effect as if made on and as of such date, both immediately before
and after giving effect to the Loans to be made or Letter of Credit to be issued
on such date (except to the extent any such representation or warranty is
expressly stated to have been made as of a specific date, in which case such
representation or warranty shall be true and correct in all material respects as
of such date); and

         (c) No Default or Event of Default shall have occurred and be
continuing on such date, both immediately before and after giving effect to the
Loans to be made or Letter of Credit to be issued on such date.

         Each giving of a Notice of Borrowing, a Notice of Swingline Borrowing,
or a Letter of Credit Notice, and the consummation of each Borrowing or issuance
of a Letter of Credit, shall be deemed to constitute a representation by the
Borrower that the statements contained in subsections (b) and (c) above are
true, both as of the date of such notice or request and as of the relevant
Borrowing Date or date of issuance.

                                   ARTICLE V

                         REPRESENTATIONS AND WARRANTIES

         To induce the Agent and the Lenders to enter into this Agreement and to
induce the Lenders to extend the credit contemplated hereby, the Borrower
represents and warrants to the Agent and the Lenders as follows:

         5.1 Corporate Organization and Power. Each of the Borrower and its
Subsidiaries (i) is duly formed or organized, validly existing and in good
standing under the laws of the jurisdiction of its organization, (ii) has the
full organizational power and authority to execute, deliver and perform the
Credit Documents to which it is or will be a party, to own and hold its property
and to engage in its business as presently conducted, and (iii) is duly
qualified to do

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business as a foreign business entity and is in good standing in each
jurisdiction where the nature of its business or the ownership of its properties
requires it to be so qualified, except where the failure to be so qualified
would not, individually or in the aggregate, be reasonably likely to have a
Material Adverse Effect.

         5.2 Authorization; Enforceability. Each of the Borrower and the
Subsidiary Guarantors has taken all necessary organizational action to execute,
deliver and perform each of the Credit Documents to which it is or will be a
party, and has validly executed and delivered each of the Credit Documents to
which it is or will be a party. This Agreement constitutes, and each of the
other Credit Documents upon execution and delivery will constitute, the legal,
valid and binding obligation of each of the Borrower and the Subsidiary
Guarantors that is a party hereto or thereto, enforceable against it in
accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting creditors' rights generally, by general equitable principles or by
principles of good faith and fair dealing.

         5.3 No Violation. The execution, delivery and performance by each of
the Borrower and the Subsidiary Guarantors of this Agreement and each of the
other Credit Documents to which it is or will be a party, and compliance by it
with the terms hereof and thereof, do not and will not (i) violate any provision
of its articles or certificate of incorporation or bylaws or contravene any
other material Requirement of Law applicable to it, (ii) conflict with, result
in a breach of or constitute (with notice, lapse of time or both) a default
under any indenture, agreement or other instrument to which it is a party, by
which it or any of its properties is bound or to which it is subject, or (iii)
result in or require the creation or imposition of any Lien upon any of its
properties or assets. No Subsidiary Guarantor is a party to any agreement or
instrument or otherwise subject to any restriction or encumbrance that restricts
or limits its ability to make dividend payments or other distributions in
respect of its Capital Stock, to repay Indebtedness owed to the Borrower or any
other Subsidiary, to make loans or advances to the Borrower or any other
Subsidiary, or to transfer any of its assets or properties to the Borrower or
any other Subsidiary, in each case other than such restrictions or encumbrances
existing under or by reason of the Credit Documents or applicable Requirements
of Law.

         5.4 Governmental and Third-Party Authorization; Permits.

         (a) No consent, approval, authorization or other action by, notice to,
or registration or filing with, any Governmental Authority or other Person is or
will be required as a condition to or otherwise in connection with the due
execution, delivery and performance by each of the Borrower and its Subsidiaries
of this Agreement or any of the other Credit Documents to which it is or will be
a party or the legality, validity or enforceability hereof or thereof, other
than (i) consents, authorizations and filings that have been made or obtained
and that are in full force and effect, and (ii) consents and filings the failure
to obtain or make which would not, individually or in the aggregate, have a
Material Adverse Effect.

         (b) Each of the Borrower and its Subsidiaries has, and is in good
standing with respect to, all governmental approvals, licenses, permits and
authorizations necessary to conduct its business as presently conducted and to
own or lease and operate its properties, except for

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those the failure to obtain which would not be reasonably likely, individually
or in the aggregate, to have a Material Adverse Effect.

         5.5 Litigation. There are no actions, investigations, suits or
proceedings pending or, to the knowledge of the Borrower, threatened, at law, in
equity or in arbitration, before any court, other Governmental Authority or
other Person, (i) against or affecting the Borrower, any of its Subsidiaries or
any of their respective properties that would, if adversely determined, be
reasonably likely to have a Material Adverse Effect, or (ii) with respect to
this Agreement or any of the other Credit Documents.

         5.6 Taxes. Each of the Borrower and its Subsidiaries has timely filed
all federal, state and local tax returns and reports required to be filed by it
and has paid all taxes, assessments, fees and other charges levied upon it or
upon its properties that are shown thereon as due and payable, other than those
that are being contested in good faith and by proper proceedings and for which
adequate reserves have been established in accordance with GAAP. Such returns
accurately reflect in all material respects all liability for taxes of the
Borrower and its Subsidiaries for the periods covered thereby. There is no
ongoing audit or examination or, to the knowledge of the Borrower, other
investigation by any Governmental Authority of the tax liability of the Borrower
or any of its Subsidiaries, and there is no unresolved claim by any Governmental
Authority concerning the tax liability of the Borrower or any of its
Subsidiaries for any period for which tax returns have been or were required to
have been filed, other than claims for which adequate reserves have been
established in accordance with GAAP. Neither the Borrower nor any of its
Subsidiaries has waived or extended or has been requested to waive or extend the
statute of limitations relating to the payment of any taxes.

         5.7 Subsidiaries. SCHEDULE 5.7 sets forth a list, as of the Second
Restatement Closing Date, of all of the Subsidiaries of the Borrower and, as to
each such Subsidiary, the percentage ownership (direct and indirect) of the
Borrower in each class of its capital stock and each direct owner thereof. Such
schedule shall distinguish the Subsidiary Guarantors from other Subsidiaries.
Except for the shares of capital stock expressly indicated on SCHEDULE 5.7,
there are no shares of capital stock, warrants, rights, options or other equity
securities, or other Capital Stock of any Subsidiary of the Borrower outstanding
or reserved for any purpose. All outstanding shares of capital stock of each
Subsidiary of the Borrower are duly and validly issued, fully paid and
nonassessable.

         5.8 Full Disclosure. All factual information heretofore or
contemporaneously furnished to the Agent in writing by or on behalf of the
Borrower or any of its Subsidiaries (or to any Lender in writing by the Borrower
or any of its Subsidiaries or through the Agent) for purposes of or in
connection with this Agreement and the transactions contemplated hereby is, and
all other such factual information hereafter furnished to the Agent or any
Lender in writing by or on behalf of the Borrower or any of its Subsidiaries
will be, true and accurate in all material respects on the date as of which such
information is dated or certified (or, if such information has been amended or
supplemented, on the date as of which any such amendment or supplement is dated
or certified) and not made incomplete by omitting to state a material fact
necessary to make the statements contained therein, in light of the
circumstances under which such information was provided, not misleading.

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         5.9 Margin Regulations. Neither the Borrower nor any of its
Subsidiaries is engaged principally, or as one of its important activities, in
the business of extending credit for the purpose of purchasing or carrying
Margin Stock. No proceeds of the Loans will be used, directly or indirectly, to
purchase or carry any Margin Stock (except for purchases by the Borrower of
outstanding shares of its capital stock permitted by SECTION 8.6 and made in
compliance with the applicable provisions of Regulations T, U, and X), to extend
credit for such purpose or for any other purpose that would violate or be
inconsistent with Regulations T, U or X or any provision of the Exchange Act.

         5.10 No Material Adverse Change. There has been no Material Adverse
Change since December 31, 1999, and there exists no event, condition or state of
facts that could reasonably be expected to result in a Material Adverse Change.

         5.11 Financial Matters.

         (a) The Borrower has heretofore furnished to the Agent copies of the
audited consolidated balance sheets of the Borrower and its Subsidiaries (as of
the applicable date) as of December 31, 2000, 1999, and 1998, and the related
statements of income, cash flows and stockholders' equity for the fiscal years
then ended, together with the opinion of KPMG, LLP thereon. Such financial
statements have been prepared in accordance with GAAP (subject, with respect to
the unaudited financial statements, to the absence of notes required by GAAP and
to normal year-end adjustments) and present fairly the financial condition of
the Borrower and its Subsidiaries on a consolidated basis as of the respective
dates thereof and the consolidated results of operations of the Borrower and its
Subsidiaries for the respective periods then ended. Except as fully reflected in
the most recent financial statements referred to above and the notes thereto,
there are no material liabilities or obligations with respect to the Borrower or
any of its Subsidiaries of any nature whatsoever (whether absolute, contingent
or otherwise and whether or not due).

         (b) The unaudited pro forma balance sheet of the Borrower and its
Subsidiaries as of September 30, 2001, a copy of which has heretofore been
delivered to the Agent, gives pro forma effect to the extensions of credit made
under this Agreement as of the Second Restatement Closing Date, the issuance of
the Medium Term Notes, and the payment of transaction fees and expenses related
to the foregoing, all as if such events had occurred on such date (the "Pro
Forma Balance Sheet"). The Pro Forma Balance Sheet has been prepared in
accordance with GAAP (subject to the absence of footnotes required by GAAP and
subject to normal year-end adjustments) and, subject to stated assumptions made
in good faith and having a reasonable basis set forth therein, presents fairly
the financial condition of the Borrower and its Subsidiaries on an unaudited pro
forma basis as of the date set forth therein after giving effect to the
consummation of the transactions described above.

         (c) The Borrower has prepared, and has heretofore furnished to the
Agent a copy of, annual projected balance sheets and statements of income and
cash flows of the Borrower and its Subsidiaries for the two-year period
beginning January 1, 2002 and ending December 31, 2003, giving effect to the
extensions of credit made under this Agreement as of the Second Restatement
Closing Date, the issuance of the Medium Term Notes, and the payment of
transaction fees and expenses related to the foregoing (the "Projections"). In
the opinion of

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management of the Borrower, the assumptions used in the preparation of the
Projections were fair, complete and reasonable when made and continue to be
fair, complete and reasonable as of the date hereof. The Projections have been
prepared in good faith by the executive and financial personnel of the Borrower,
are complete and represent a reasonable estimate of the future performance and
financial condition of the Borrower and its Subsidiaries, subject to the
uncertainties and approximations inherent in any projections.

         (d) Each of the Borrower and its Subsidiaries, after giving effect to
the consummation of the transactions contemplated hereby, (i) has capital
sufficient to carry on its businesses as conducted and as proposed to be
conducted, (ii) has assets with a fair saleable value, determined on a going
concern basis, (y) not less than the amount required to pay the probable
liability on its existing debts as they become absolute and matured and (z)
greater than the total amount of its liabilities (including identified
contingent liabilities, valued at the amount that can reasonably be expected to
become absolute and matured), and (iii) does not intend to, and does not believe
that it will, incur debts or liabilities beyond its ability to pay such debts
and liabilities as they mature.

         5.12 Ownership of Properties. 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, (iii) possesses or has rights to use licenses, patents, copyrights,
trademarks, service marks, trade names and other assets sufficient to enable it
to continue to conduct its business substantially as heretofore conducted and
without any material conflict with the rights of others, and (iv) has good title
to all of its other properties and assets reflected in the most recent financial
statements referred to in SECTION 5.11 (except as sold or otherwise disposed of
since the date thereof in the ordinary course of business), in each case under
(i), (ii), (iii) and (iv) above free and clear of all Liens other than Permitted
Liens.

         5.13 ERISA.

         (a) Each of the Borrower and its ERISA Affiliates is in compliance with
the applicable provisions of ERISA, and each Plan is and has been administered
in compliance with all applicable Requirements of Law, including, without
limitation, the applicable provisions of ERISA and the Internal Revenue Code,
other than any non compliance that would not, individually or in the aggregate,
have a Material Adverse Effect. Other than the matters described on SCHEDULE
5.13, no ERISA Event (i) has occurred within the five-year period prior to the
Second Restatement Closing Date, (ii) has occurred and is continuing, or (iii)
to the knowledge of the Borrower, is reasonably expected to occur with respect
to any Plan. Except as set forth on SCHEDULE 5.13, no Plan has any Unfunded
Pension Liability as of the most recent annual valuation date applicable
thereto, and neither the Borrower nor any ERISA Affiliate has engaged in a
transaction that could be subject to Section 4069 or 4212(c) of ERISA.

         (b) Neither the Borrower nor any ERISA Affiliate has had a complete or
partial withdrawal from any Multiemployer Plan, and neither the Borrower nor any
ERISA Affiliate would become subject to any liability under ERISA if the
Borrower or any ERISA Affiliate were to withdraw completely from all
Multiemployer Plans as of the most recent valuation date. No Multiemployer Plan
is in "reorganization" or is "insolvent" within the meaning of such terms under
ERISA.

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         5.14 Environmental Matters.

         (a) No Hazardous Substances are or have been generated, used, located,
released, treated, disposed of or stored by the Borrower or any of its
Subsidiaries or, to the knowledge of the Borrower, by any other Person
(including any predecessor in interest) or otherwise, in, on or under any
portion of any real property, leased or owned, of the Borrower or any of its
Subsidiaries, except in material compliance with all applicable Environmental
Laws or except to the extent that any noncompliance, individually or in the
aggregate, has not had and would not be reasonably likely to have a Material
Adverse Effect. No portion of any such real property or, to the knowledge of the
Borrower, any other real property at any time leased, owned or operated by the
Borrower or any of its Subsidiaries, has been contaminated by any Hazardous
Substance; except to the extent that any such contamination, individually or in
the aggregate, has not had and would not be reasonably likely to have a Material
Adverse Effect.

         (b) Except as set forth on SCHEDULE 5.14, no portion of any real
property at any time leased, owned or operated by the Borrower or any of its
Subsidiaries has, pursuant to any Environmental Law, been placed on the
"National Priorities List" or "CERCLIS List" (or any similar federal, state or
local list) of sites subject to possible environmental problems.

         (c) All activities and operations of the Borrower and its Subsidiaries
are in compliance with the requirements of all applicable Environmental Laws,
except to the extent the failure so to comply, individually or in the aggregate,
would not be reasonably likely to have a Material Adverse Effect. Each of the
Borrower and its Subsidiaries has obtained all licenses and permits under
Environmental Laws necessary to its respective operations; all such licenses and
permits are being maintained in good standing; and each of the Borrower and its
Subsidiaries is in compliance with all terms and conditions of such licenses and
permits, except for such licenses and permits the failure to obtain, maintain or
comply with which would not be reasonably likely, individually or in the
aggregate, to have a Material Adverse Effect. Neither the Borrower nor any of
its Subsidiaries is involved in any suit, action or proceeding, or has received
any notice, complaint or other request for information from any Governmental
Authority or other Person, with respect to any actual or alleged Environmental
Claims that, if adversely determined, would be reasonably likely, individually
or in the aggregate, to have a Material Adverse Effect; and, to the knowledge of
the Borrower, there are no threatened actions, suits, proceedings or
investigations with respect to any such Environmental Claims, nor any basis
therefor.

         5.15 Compliance With Laws. Each of the Borrower and its Subsidiaries
has timely filed all material reports, documents and other materials required to
be filed by it under all applicable Requirements of Law with any Governmental
Authority, has retained all material records and documents required to be
retained by it under all applicable Requirements of Law, and is otherwise in
compliance with all applicable Requirements of Law in respect of the conduct of
its business and the ownership and operation of its properties, except for such
Requirements of Law the failure to comply with which, individually or in the
aggregate, would not be reasonably likely to have a Material Adverse Effect.

         5.16 Regulated Industries. Neither the Borrower nor any of its
Subsidiaries is (i) an "investment company," a company "controlled" by an
"investment company," or an "investment

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advisor," within the meaning of the Investment Company Act of 1940, as amended,
or (ii) a "holding company," 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.

         5.17 Insurance. The assets, properties and business of the Borrower and
its Subsidiaries are insured against such hazards and liabilities, under such
coverages and in such amounts, as are customarily maintained by prudent
companies similarly situated and under policies issued by insurers of recognized
responsibility.

         5.18 Material Contracts. As of the Second Restatement Closing Date, (i)
each "material contract" (within the meaning of Item 601(b)(10) of Regulation
S-K under the Exchange Act) to which the Borrower or any of its Subsidiaries is
a party, by which any of them or their respective properties is bound or to
which any of them is subject (collectively, "Material Contracts") is in full
force and effect and is enforceable by the Borrower or the Subsidiary that is a
party thereto in accordance with its terms, and (ii) neither the Borrower nor
any of its Subsidiaries (nor, to the knowledge of the Borrower, any other party
thereto) is in breach of or default under any Material Contract in any material
respect or has given notice of termination or cancellation of any Material
Contract.

         5.19 Labor Relations. Neither the Borrower nor any of its Subsidiaries
is engaged in any unfair labor practice within the meaning of the National Labor
Relations Act of 1947, as amended. Borrower has not received any notice of any
unfair labor practice complaint before the National Labor Relations Board, or
grievance or arbitration proceeding arising out of or under any collective
bargaining agreement, pending or, to the knowledge of the Borrower, threatened,
against the Borrower or any of its Subsidiaries. There is (i) no strike,
lock-out, slowdown, stoppage, walkout or other labor dispute pending or, to the
knowledge of the Borrower, threatened, against the Borrower or any of its
Subsidiaries, and (ii) to the knowledge of the Borrower, no petition for
certification or union election or union organizing activities taking place with
respect to the Borrower or any of its Subsidiaries.

                                   ARTICLE VI

                              AFFIRMATIVE COVENANTS

         The Borrower covenants and agrees that, until the termination of the
Commitments, the termination or expiration of all Letters of Credit and the
payment in full of all principal and interest with respect to the Loans and all
Reimbursement Obligations together with all other amounts then due and owing
hereunder:

         6.1 Financial Statements. The Borrower will deliver to each Lender:

         (a) As soon as available and in any event within forty-five (45) days
after the end of each of the first three fiscal quarters of each fiscal year,
beginning with the fiscal quarter ending March 31, 2002, unaudited consolidated
and consolidating balance sheets of the Borrower and its Subsidiaries, and
unaudited consolidated balance sheets of each Joint Venture, as of the end of
such fiscal quarter and unaudited consolidated and consolidating statements of
income, cash

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flows and stockholders' equity for the Borrower and its Subsidiaries and each
Joint Venture for the fiscal quarter then ended and for that portion of the
fiscal year then ended, in each case setting forth comparative consolidated (or
consolidating) figures as of the end of and for the corresponding period in the
preceding fiscal year together with comparative budgeted figures for the fiscal
year then ended, all in reasonable detail and prepared in accordance with GAAP
(subject to the absence of notes required by GAAP and subject to normal year-end
adjustments) applied on a basis consistent with that of the preceding quarter or
containing disclosure of the effect on the financial condition or results of
operations of any change in the application of accounting principles and
practices during such quarter; and

         (b) As soon as available and in any event within ninety (90) days after
the end of each fiscal year, beginning with the fiscal year ending December 31,
2001, (i) an audited consolidated balance sheet of the Borrower and its
Subsidiaries, and an unaudited consolidated balance sheet of each Joint Venture,
as of the end of such fiscal year, audited consolidated statements of income,
cash flows and stockholders' equity for the Borrower and its Subsidiaries, and
unaudited consolidated statements of income for each Joint Venture, for the
fiscal year then ended, including the notes thereto, and in the case of the
Borrower, setting forth comparative figures as of the end of and for the
preceding fiscal year together with comparative budgeted figures for the fiscal
year then ended, all in reasonable detail and certified by the independent
certified public accounting firm regularly retained by the Borrower or another
independent certified public accounting firm of recognized national standing
reasonably acceptable to the Required Lenders, together with (y) a report
thereon by such accountants that is not qualified as to going concern or scope
of audit and to the effect that such financial statements present fairly the
consolidated financial condition and results of operations of the Borrower and
its Subsidiaries as of the dates and for the periods indicated in accordance
with GAAP applied on a basis consistent with that of the preceding year or
containing disclosure of the effect on the financial condition or results of
operations of any change in the application of accounting principles and
practices during such year, and (z) a report by such accountants to the effect
that, based on and in connection with their examination of the financial
statements of the Borrower and its Subsidiaries, they obtained no knowledge of
the occurrence or existence of any Default or Event of Default relating to
accounting or financial reporting matters, or a statement specifying the nature
and period of existence of any such Default or Event of Default disclosed by
their audit; provided, however, that such accountants shall not be liable by
reason of the failure to obtain knowledge of any Default or Event of Default
that would not be disclosed or revealed in the course of their audit
examination; provided that such report shall not be required for the fiscal year
ending December 31, 1999, and (ii) an unaudited consolidating balance sheet of
the Borrower and its Subsidiaries as of the end of such fiscal year and
unaudited consolidating statements of income, cash flows and stockholders'
equity for the Borrower and its Subsidiaries for the fiscal year then ended, all
in reasonable detail.

         6.2 Other Business and Financial Information. The Borrower will deliver
to each Lender:

         (a) Concurrently with each delivery of the financial statements
described in SECTION 6.1, (i) a Compliance Certificate with respect to the
period covered by the financial statements then being delivered, executed by a
Financial Officer of the Borrower, together with a Covenant Compliance Worksheet
reflecting the computation of the financial covenants set forth

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in SECTIONS 7.1 through 7.5 as of the last day of the period covered by such
financial statements and (ii) a Project liquidity-capital adequacy disclosure
certificate, substantially in the form of EXHIBIT H, showing for each Project
the required budget and financing information updated through the last day of
the period covered by such financial statements;

         (b) As soon as available, and in any event no later than March 15 of
each year, a consolidated operating budget for the Borrower and its Subsidiaries
for the fiscal year (prepared on a quarterly basis), consisting of a
consolidated balance sheet and consolidated statements of income and cash flows,
together with a certificate of a Financial Officer of the Borrower to the effect
that such budgets have been prepared in good faith and are reasonable estimates
of the financial position and results of operations of the Borrower and its
Subsidiaries for the period covered thereby; and as soon as available from time
to time thereafter, any modifications or revisions to or restatements of such
budget.

         (c) Promptly upon (and in any event within five (5) Business Days
after) receipt thereof, copies of any "management letter" submitted to the
Borrower or any of its Subsidiaries by its certified public accountants in
connection with each annual, interim or special audit, and promptly upon
completion thereof, any response reports from the Borrower or any such
Subsidiary in respect thereof;

         (d) Promptly upon (and in any event within five (5) Business Days
after) the sending, filing or receipt thereof, copies of (i) all financial
statements, reports, notices and proxy statements that the Borrower or any of
its Subsidiaries shall send or make available generally to its shareholders,
(ii) all regular, periodic and special reports, registration statements and
prospectuses (other than on Form S-8) that the Borrower or any of its
Subsidiaries shall render to or file with the Securities and Exchange
Commission, the National Association of Securities Dealers, Inc. or any national
securities exchange, and (iii) all press releases and other statements made
available generally by the Borrower or any of its Subsidiaries to the public
concerning material developments in the business of the Borrower or any of its
Subsidiaries;

         (e) Promptly upon (and in any event within five (5) Business Days
after) any Responsible Officer of the Borrower obtaining knowledge thereof,
written notice of any of the following:

                  (i) the occurrence of any Default or Event of Default,
         together with a written statement of a Responsible Officer of the
         Borrower specifying the nature of such Default or Event of Default, the
         period of existence thereof and the action that the Borrower has taken
         and proposes to take with respect thereto;

                  (ii) the institution or threatened institution of any action,
         suit, investigation or proceeding against or affecting the Borrower or
         any of its Subsidiaries, including any such investigation or proceeding
         by any Governmental Authority (other than routine periodic inquiries,
         investigations or reviews), that would, if adversely determined, be
         reasonably likely, individually or in the aggregate, to have a Material
         Adverse Effect, and any material development in any litigation or other
         proceeding previously reported pursuant to SECTION 5.5 or this
         subsection;

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                  (iii) the receipt by the Borrower or any of its Subsidiaries
         from any Governmental Authority of (y) any notice asserting any failure
         by the Borrower or any of its Subsidiaries to be in compliance with
         applicable Requirements of Law or that threatens the taking of any
         action against the Borrower or such Subsidiary or sets forth
         circumstances that, if taken or adversely determined, would be
         reasonably likely to have a Material Adverse Effect, or (z) any notice
         of any actual or threatened suspension, limitation or revocation of,
         failure to renew, or imposition of any restraining order, escrow or
         impoundment of funds in connection with, any license, permit,
         accreditation or authorization of the Borrower or any of its
         Subsidiaries, where such action would be reasonably likely to have a
         Material Adverse Effect;

                  (iv) the occurrence of any ERISA Event, together with (x) a
         written statement of a Responsible Officer of the Borrower specifying
         the details of such ERISA Event and the action that the Borrower has
         taken and proposes to take with respect thereto, (y) a copy of any
         notice with respect to such ERISA Event that may be required to be
         filed with the PBGC and (z) a copy of any notice delivered by the PBGC
         to the Borrower or such ERISA Affiliate with respect to such ERISA
         Event;

                  (v) the occurrence of any material default under, or any
         proposed or threatened termination or cancellation of, any Material
         Contract or other material contract or agreement to which the Borrower
         or any of its Subsidiaries is a party, the termination or cancellation
         of which would be reasonably likely to have a Material Adverse Effect;

                  (vi) the occurrence of any of the following: (x) the assertion
         of any Environmental Claim against or affecting the Borrower, any of
         its Subsidiaries or any of their respective real property, leased or
         owned; (y) the receipt by the Borrower or any of its Subsidiaries of
         notice of any alleged violation of or noncompliance with any
         Environmental Laws; or (z) the taking of any remedial action by the
         Borrower, any of its Subsidiaries or any other Person in response to
         the actual or alleged generation, storage, release, disposal or
         discharge of any Hazardous Substances on, to, upon or from any real
         property leased or owned by the Borrower or any of its Subsidiaries;
         but in each case under clauses (x), (y) and (z) above, only to the
         extent the same would be reasonably likely to have a Material Adverse
         Effect; and

                  (vii) any other matter or event that has, or would be
         reasonably likely to have, a Material Adverse Effect, together with a
         written statement of a Responsible Officer of the Borrower setting
         forth the nature and period of existence thereof and the action that
         the Borrower has taken and proposes to take with respect thereto;

         (f) Concurrently with the delivery of each Compliance Certificate
pursuant to SECTION 6.2(a), a quarterly summary of all community development
districts under development in the State of Florida by the Borrower or its
Subsidiaries and all tax-related liabilities and obligations of Borrower and its
Subsidiaries arising from interests in such community development districts.

         (g) As promptly as reasonably possible, such other information about
the business, condition (financial or otherwise), operations or properties of
the Borrower or any of its

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Subsidiaries (including any Plan and any information required to be filed under
ERISA) as the Agent or any Lender may from time to time reasonably request.

         6.3 Corporate Existence; Franchises; Maintenance of Properties. The
Borrower will, and will cause each of Subsidiary Guarantor to, (i) maintain and
preserve in full force and effect its existence, except as expressly permitted
otherwise by SECTION 8.1, (ii) obtain, maintain and preserve in full force and
effect all other rights, franchises, licenses, permits, certifications,
approvals and authorizations required by Governmental Authorities and necessary
to the ownership, occupation or use of its properties or the conduct of its
business, except to the extent the failure to do so would not be reasonably
likely to have a Material Adverse Effect, and (iii) keep all material properties
in good working order and condition (normal wear and tear excepted) and from
time to time make all necessary repairs to and renewals and replacements of such
properties, except to the extent that any of such properties are obsolete or are
being replaced.

         6.4 Compliance with Laws. The Borrower will, and will cause each of its
Subsidiaries to, comply in all respects with all Requirements of Law applicable
in respect of the conduct of its business and the ownership and operation of its
properties, except to the extent the failure so to comply would not be
reasonably likely to have a Material Adverse Effect.

         6.5 Payment of Obligations. The Borrower will, and will cause each of
its Subsidiaries to, (i) pay all liabilities and obligations as and when due
(subject to any applicable subordination provisions), except to the extent
failure to do so would not be reasonably likely to have a Material Adverse
Effect, and (ii) pay and discharge all taxes, assessments and governmental
charges or levies imposed upon it, upon its income or profits or upon any of its
properties, prior to the date on which penalties would attach thereto, and all
lawful claims that, if unpaid, might become a Lien upon any of the properties of
the Borrower or any of its Subsidiaries; provided, however, that neither the
Borrower nor any of its Subsidiaries shall be required to pay any such tax,
assessment, charge, levy or claim that is being contested in good faith and by
proper proceedings and as to which the Borrower or such Subsidiary is
maintaining adequate reserves with respect thereto in accordance with GAAP.

         6.6 Insurance. The Borrower will, and will cause each of its
Subsidiaries to, maintain with financially sound and reputable insurance
companies insurance with respect to its assets, properties and business, against
such hazards and liabilities, of such types and in such amounts, as is
customarily maintained by companies in the same or similar businesses similarly
situated.

         6.7 Maintenance of Books and Records; Inspection. The Borrower will,
and will cause each of its Subsidiaries to, (i) maintain adequate books,
accounts and records, in which full, true and correct entries shall be made of
all financial transactions in relation to its business and properties, and
prepare all financial statements required under this Agreement, in each case in
accordance with GAAP and in compliance with the requirements of any Governmental
Authority having jurisdiction over it, and (ii) permit employees or agents of
the Agent or any Lender to inspect its properties and examine its books,
records, working papers and accounts and make copies and memoranda of them, and
to discuss its affairs, finances and accounts with its officers and employees
and, upon notice to the Borrower, the independent public accountants of the
Borrower and its Subsidiaries (and by this provision the Borrower authorizes
such

                                       59
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accountants to discuss the finances and affairs of the Borrower and its
Subsidiaries), all at such times and from time to time, upon reasonable notice
and during business hours, as may be reasonably requested. The Agent, in its
discretion or at the direction of the Required Lenders shall have the right to
audit the Borrower's and its Subsidiaries' books, records, working papers and
accounts; provided that such right may be exercised only one time during the
term hereof unless an Event of Default has occurred or the initial audit reveals
material discrepancies.

         6.8 Permitted Acquisitions.

         (a) Subject to the provisions of subsection (b) below and the
requirements contained in the definition of Permitted Acquisition, and subject
to the other terms and conditions of this Agreement, the Borrower may from time
to time on or after the Initial Closing Date effect Permitted Acquisitions,
provided that, with respect to each Permitted Acquisition:

                  (i) no Default or Event of Default shall have occurred and be
         continuing at the time of the consummation of such Permitted
         Acquisition or would exist immediately after giving effect thereto; and

                  (ii) the Acquisition Amount with respect thereto together with
         the aggregate of the Acquisition Amounts for all other Permitted
         Acquisitions consummated on or after the Second Restatement Closing
         Date shall not exceed $60,000,000.

         (b) As soon as reasonably practicable after the consummation of any
Permitted Acquisition, the Borrower will deliver to the Agent and each Lender a
reasonably detailed description of the material terms of such Permitted
Acquisition (including, without limitation, the purchase price and method and
structure of payment) and of each Person or business that is the subject of such
Permitted Acquisition.

         6.9 Creation or Acquisition of Subsidiaries. Subject to the provisions
of SECTION 8.5, the Borrower may from time to time create or acquire new Wholly
Owned Subsidiaries in connection with Permitted Acquisitions or otherwise, and
the Wholly Owned Subsidiaries of the Borrower may create or acquire new Wholly
Owned Subsidiaries, provided that, concurrently with (and in any event within
ten (10) Business Days thereafter) the creation or direct or indirect
acquisition by the Borrower thereof, each such new Subsidiary will execute and
deliver to the Agent (i) a joinder to the Subsidiary Guaranty, pursuant to which
such new Subsidiary shall become a party thereto and shall guarantee the payment
in full of the Obligations of the Borrower under this Agreement and the other
Credit Documents, and (ii) any other documents, certificates and opinions as the
Agent may reasonably request in connection therewith; provided, however that any
such new Subsidiary having less than $200,000 of assets and less than $200,000
of projected annual revenue shall not be required to comply with clause (i) of
the foregoing proviso until the date that the next Compliance Certificate is
required to be delivered pursuant to SECTION 6.2(a). Notwithstanding the
foregoing, except as may be reasonably required by the Required Lenders, no
newly created or acquired Subsidiary shall be required to become a Subsidiary
Guarantor for so long as both the assets and annual revenue of such Subsidiary
are each less than $10,000. This section shall not apply to the acquisition or
creation of any Subsidiary in connection with any Permitted Joint Venture
Investment.

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         6.10 Permitted Joint Venture Investments.

         (a) Subject to the provisions of subsection (b) below and the
requirements contained in the definition of Permitted Joint Venture Investment,
and subject to the other terms and conditions of this Agreement, the Borrower or
any Wholly-Owned Subsidiary Guarantor may from time to time on or after the
Initial Closing Date effect Permitted Joint Venture Investments, provided that,
with respect to each Permitted Joint Venture Investment:

                  (i) no Default or Event of Default shall have occurred and be
         continuing at the time of the consummation of such Permitted Joint
         Venture Investment or would exist immediately after giving effect
         thereto;

                  (ii) the amount of any Permitted Joint Venture Investment (y)
         shall not exceed an amount equal to 7.5% of Consolidated Total Assets
         as of such time, and (z) together with the aggregate amount of all
         other Permitted Joint Venture Investments consummated during the term
         of this Agreement, shall not exceed 20% of Consolidated Total Assets as
         of such time; and

         (b) Concurrently with the delivery of each Compliance Certificate
pursuant to SECTION 6.2(a), the Borrower shall deliver to the Agent and each
Lender a quarterly summary of Joint Venture Investments, including a reasonably
detailed description of the material terms of each Permitted Joint Venture
Investment (including, without limitation, the Investment amount and structure)
made during the preceding quarter and of each Joint Venture in which such
Permitted Joint Venture Investment was made. The consummation of each Permitted
Joint Venture Investment shall be deemed to be a representation and warranty by
the Borrower that (except as shall have been approved in writing by the Required
Lenders) all conditions thereto set forth in this Section have been satisfied
and that the same is permitted in accordance with the terms of this Agreement.

         6.11 Financing Sources for Projects. Prior to the commencement of
initial construction (including site work) on any Project, whether directly or
indirectly through any Subsidiary or Joint Venture, the Borrower will, or will
cause the applicable Subsidiary or Joint Venture to, provide written
documentation in the form set forth on EXHIBIT H to the Agent demonstrating to
the Agent's reasonable satisfaction that the Borrower, Subsidiary or Joint
Venture has adequate available financing sources to complete such Project.

         6.12 Further Assurances. The Borrower will, and will cause each of its
Subsidiaries to, make, execute, endorse, acknowledge and deliver any amendments,
modifications or supplements hereto and restatements hereof and any other
agreements, instruments or documents, and take any and all such other actions,
as may from time to time be reasonably requested by the Agent or the Required
Lenders to effect, confirm or further assure or protect and preserve the
interests, rights and remedies of the Agent and the Lenders under this Agreement
and the other Credit Documents.

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                                  ARTICLE VII

                               FINANCIAL COVENANTS

         The Borrower covenants and agrees that, until the termination of the
Commitments, the termination or expiration of all Letters of Credit and the
payment in full of all principal and interest with respect to the Loans and all
Reimbursement Obligations together with all other amounts then due and owing
hereunder:

         7.1 Leverage Ratio. The Borrower will not permit the Leverage Ratio as
of the last day of any fiscal quarter during the term hereof to be greater than
0.45 to 1.00.

         7.2 Interest Coverage Ratio. The Borrower will not permit the Interest
Coverage Ratio as of the last day of any fiscal quarter during the term hereof
to be less than 5.0 to 1.0.

         7.3 Unsecured Debt to Unencumbered Assets. The Borrower will not permit
the ratio of Consolidated Unsecured Debt to Consolidated Unencumbered Assets, as
of the last day of any fiscal quarter during the term hereof, to be greater than
0.35 to 1.00.

         7.4 Secured Debt to Balance Sheet Assets. The Borrower will not permit
the ratio of Consolidated Secured Debt to Consolidated Balance Sheet Assets, as
of the last day of any fiscal quarter during the term hereof, to be greater than
0.30 to 1.00.

         7.5 Consolidated Net Worth. The Borrower will not permit Consolidated
Net Worth as of the last day of any fiscal quarter to be less than Four Hundred
Twenty Five Million Dollars ($425,000,000) plus an amount equal to 100% of the
net proceeds to the Borrower of any issuances of its Capital Stock occurring on
or after the Second Restatement Closing Date.

                                  ARTICLE VIII

                               NEGATIVE COVENANTS

         The Borrower covenants and agrees that, until the termination of the
Commitments, the termination or expiration of all Letters of Credit and the
payment in full of all principal and interest with respect to the Loans and all
Reimbursement Obligations together with all other amounts then due and owing
hereunder:

         8.1 Merger; Consolidation. The Borrower will not, and will not permit
or cause any of its Subsidiaries to, liquidate, wind up or dissolve, or enter
into any consolidation, merger or other combination, or agree to do any of the
foregoing; provided, however, that:

                  (i) the Borrower may merge or consolidate with another Person
         so long as (x) the Borrower is the surviving entity, (y) unless such
         other Person is a Wholly Owned Subsidiary immediately prior to giving
         effect thereto, such merger or consolidation shall constitute a
         Permitted Acquisition and the applicable conditions and requirements of
         SECTIONS 6.8 and 6.9 shall be satisfied, and (z) immediately after
         giving effect thereto, no Default or Event of Default would exist; and

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                  (ii) any Subsidiary may merge or consolidate with another
         Person so long as (x) the surviving entity is the Borrower or a
         Subsidiary Guarantor, (y) unless such other Person is a Wholly Owned
         Subsidiary immediately prior to giving effect thereto, such merger or
         consolidation shall constitute a Permitted Acquisition and the
         applicable conditions and requirements of SECTIONS 6.8 and 6.9 shall be
         satisfied, and (z) immediately after giving effect thereto, no Default
         or Event of Default would exist.

         8.2 Indebtedness. The Borrower will not, and will not permit or cause
any of its Subsidiaries to, create, incur, assume or suffer to exist any
Indebtedness other than:

                  (i) Indebtedness incurred under this Agreement, the Notes and
         the Subsidiary Guaranty;

                  (ii) Indebtedness existing on the Second Restatement Closing
         Date and described in SCHEDULE 8.2, including the Medium Term Notes;

                  (iii) accrued expenses (including salaries, accrued vacation
         and other compensation), current trade or other accounts payable and
         other current liabilities arising in the ordinary course of business
         and not incurred through the borrowing of money, provided that the same
         shall be paid when due except to the extent being contested in good
         faith and by appropriate proceedings;

                  (iv) loans and advances by the Borrower or any Subsidiary
         Guarantors to any other Subsidiary Guarantor or by any Subsidiary
         Guarantor to the Borrower, provided that any such loan or advance is
         subordinated in right and time of payment to the Obligations and,
         provided further, that Indebtedness of the Borrower or any Subsidiary
         Guarantor to St. Joe Finance Company 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
         holders of the Medium Term Notes and (C) St. Joe Finance Company incurs
         no Indebtedness to any Person other than the Borrower or any Subsidiary
         Guarantor;

                  (v) other unsecured Indebtedness; provided that, immediately
         after giving effect to the issuance or incurrence of such Indebtedness,
         no Default or Event of Default shall exist (including under SECTION
         7.3) and, provided further, that such Indebtedness shall consist only
         of the following:

                           (A) unsecured term (not revolving) debt that matures
                           on a date subsequent to the Maturity Date;

                           (B) unsecured debt securities (y) issued pursuant to
                           an effective registration statement filed with the
                           Securities and Exchange Commission or (z) exempt from
                           the registrations requirements of the Securities Act
                           of 1933, as amended, pursuant to Rule 144A so long as
                           such debt securities are required to be exchanged for
                           registered securities upon the effectiveness of a
                           registration statement; or

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                           (C) other unsecured debt not to exceed $10,000,000 in
                           aggregate outstanding principal amount at any time.

                  (vi) other secured Indebtedness; provided that, (A)
         immediately after giving effect to the issuance or incurrence of such
         Indebtedness, no Default or Event of Default shall exist (including
         under SECTION 7.4), (B) not more than $25,000,000 of such Indebtedness
         may be recourse Indebtedness of the Borrower or any Subsidiary
         Guarantor, and (C) the amount of such Indebtedness secured by property
         acquired in connection with an Internal Revenue Code Section 1031 or
         1033 like-kind exchange shall not exceed 70% of the aggregate fair
         market value of such property unless, in each case, approved in advance
         and in writing by the Agent.

         8.3 Liens. The Borrower will not, and will not permit or cause any of
its Subsidiaries to, directly or indirectly, make, create, incur, assume or
suffer to exist, any Lien upon or with respect to any part of its property or
assets, whether now owned or hereafter acquired, or file or permit the filing
of, or permit to remain in effect, any financing statement or other similar
notice of any Lien with respect to any such property, asset, income or profits
under the Uniform Commercial Code of any state or under any similar recording or
notice statute, or agree to do any of the foregoing, other than the following
(collectively, "Permitted Liens"):

                  (i) Liens in existence on the Second Amendment Closing Date
         and set forth on SCHEDULE 8.3;

                  (ii) with respect to the Indebtedness owed to St. Joe Finance
         Company described in clause (iii) of SECTION 8.2, Liens securing such
         Indebtedness in the form of unrecorded mortgages on real property owned
         by the Borrower and any Subsidiary Guarantor.

                  (iii) Liens securing the Indebtedness permitted under clause
         (v) of SECTION 8.2;

                  (iv) Liens imposed by law, such as Liens of carriers,
         warehousemen, mechanics, materialmen and landlords, and other similar
         Liens incurred in the ordinary course of business for sums not
         constituting borrowed money that are not overdue for a period of more
         than thirty (30) days or that are being contested in good faith by
         appropriate proceedings and for which adequate reserves have been
         established in accordance with GAAP (if so required);

                  (v) Liens (other than any Lien imposed by ERISA, the creation
         or incurrence of which would result in an Event of Default under
         SECTION 9.1(i)) incurred in the ordinary course of business in
         connection with worker's compensation, unemployment insurance or other
         forms of governmental insurance or benefits, or to secure the
         performance of letters of credit, bids, tenders, statutory obligations,
         surety and appeal bonds, leases, government contracts and other similar
         obligations (other than obligations for borrowed money) entered into in
         the ordinary course of business;

                  (vi) Liens for taxes, assessments or other governmental
         charges or statutory obligations that are not delinquent or remain
         payable without any penalty or that are

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         being contested in good faith by appropriate proceedings and for which
         adequate reserves have been established in accordance with GAAP (if so
         required);

                  (vii) any attachment or judgment Lien not constituting an
         Event of Default under SECTION 9.1(h) that is being contested in good
         faith by appropriate proceedings and for which adequate reserves have
         been established in accordance with GAAP (if so required);

                  (viii) Liens arising from the filing, for notice purposes
         only, of financing statements in respect of true leases;

                  (ix) Liens on Borrower Margin Stock, to the extent the fair
         market value thereof exceeds 25% of the fair market value of the assets
         of the Borrower and its Subsidiaries (including Borrower Margin Stock);

                  (x) with respect to any real property occupied by the Borrower
         or any of its Subsidiaries, all easements, rights of way, licenses and
         similar encumbrances on title that do not materially impair the use of
         such property for its intended purposes;

                  (xi) Liens arising in connection with timber supply contracts
         entered into in the ordinary course of business; and

                  (xii) other Liens securing obligations of the Borrower and its
         Subsidiaries not exceeding $1,000,000 in aggregate amount outstanding
         at any time.

         8.4 Disposition of Assets. The Borrower will not, and will not permit
or cause any of its Subsidiaries to, sell, assign, lease, convey, transfer or
otherwise dispose of (whether in one or a series of transactions) all or any
portion of its assets, business or properties (including, without limitation,
any Capital Stock of any Subsidiary), or enter into any arrangement with any
Person providing for the lease by the Borrower or any Subsidiary as lessee of
any asset that has been sold or transferred by the Borrower or such Subsidiary
to such Person, or agree to do any of the foregoing, except for:

                  (i) sales of inventory in the ordinary course of business;

                  (ii) the sale or exchange of used or obsolete equipment to the
         extent (y) the proceeds of such sale are applied towards, or such
         equipment is exchanged for, replacement equipment or (z) such equipment
         is no longer necessary for the operations of the Borrower or its
         applicable Subsidiary in the ordinary course of business;

                  (iii) the sale or other disposition by Southeast Insurance
         Company of any or all of its Margin Stock assets;

                  (iv) the sale or disposition by the Borrower and its other
         Subsidiaries of any Borrower Margin Stock to the extent the fair market
         value thereof exceeds 25% of the fair market value of the assets of the
         Borrower and its Subsidiaries (including Borrower Margin Stock),
         provided that fair value is received in exchange therefor;

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                  (v) the sale, lease or other disposition of assets by a
         Subsidiary of the Borrower to the Borrower or to a Subsidiary Guarantor
         if, immediately after giving effect thereto, no Default or Event of
         Default would exist;

                  (vi) the sale or disposition by the Borrower and the
         Subsidiary Guarantors of up to 500,000 acres of timberlands in the
         aggregate during the term of this Agreement;

                  (vii) the sale or disposition of the Capital Stock or all or
         substantially all of the assets of Arvida Realty Services, Inc.,
         provided that immediately after giving effect thereto, no Default or
         Event of Default would exist;

                  (viii) the sale or disposition of other assets outside the
         ordinary course of business for fair value and for cash, provided that
         (x) the book value of such assets sold or disposed of, when aggregated
         with the net book value of all other assets sold in other sales and
         dispositions not otherwise specifically permitted under this Section
         that are consummated during the term hereof do not exceed ten percent
         (10%) of Consolidated Total Assets at the time of such sale or
         disposition and (y) immediately after giving effect thereto, no Default
         or Event of Default would exist; and

                  (ix) sales, in the ordinary course of business, of single
         family (1-4) mortgage loans originated by the Borrower or any of its
         Subsidiaries.

         8.5 Investments. The Borrower will not, and will not permit or cause
any of its Subsidiaries to, directly or indirectly, purchase, own, invest in or
otherwise acquire any Capital Stock, evidence of indebtedness or other
obligation or security or any interest whatsoever in any other Person, or make
or permit to exist any loans, advances or extensions of credit to, or any
investment in cash or by delivery of property in, any other Person, or purchase
or otherwise acquire (whether in one or a series of related transactions) any
portion of the assets, business or properties of another Person (including
pursuant to an Acquisition), or create or acquire any Subsidiary, or become a
partner or joint venturer in any partnership or joint venture (collectively,
"Investments"), or make a commitment or otherwise agree to do any of the
foregoing, other than:

                  (i) Cash Equivalents;

                  (ii) Investments consisting of purchases and acquisitions of
         inventory, supplies, materials and equipment in the ordinary course of
         business;

                  (iii) Investments consisting of loans and advances to
         employees for reasonable travel, relocation and business expenses in
         the ordinary course of business, extensions of trade credit in the
         ordinary course of business, and prepaid expenses incurred in the
         ordinary course of business;

                  (iv) without duplication, Investments consisting of
         intercompany Indebtedness permitted under clause (iii) of SECTION 8.2;

                  (v) Investments existing on the Second Restatement Closing
         Date and described in SCHEDULE 8.5;

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                  (vi) Investments consisting of the making of capital
         contributions or the purchase of Capital Stock (a) by the Borrower or
         any Subsidiary in any other Wholly Owned Subsidiary that is (or
         immediately after giving effect to such Investment will be) a
         Subsidiary Guarantor, provided that the Borrower complies with the
         provisions of SECTION 6.9, and (b) by any Subsidiary in the Borrower;

                  (vii) Investments of the Borrower or its Subsidiaries under
         Hedge Agreements entered into in the ordinary course of business and
         not for speculative purposes;

                  (viii) Permitted Joint Venture Investments;

                  (ix) Permitted Acquisitions;

                  (x) Investments consisting of single family (1-4) mortgage
         loans made in the ordinary course of business; and

                  (xi) Project Contingent Liabilities.

         8.6 Restricted Payments.

         (a) The Borrower will not, and will not permit or cause any of its
Subsidiaries to, directly or indirectly, declare or make any dividend payment,
or make any other distribution of cash, property or assets, in respect of any of
its Capital Stock or any warrants, rights or options to acquire its Capital
Stock, or purchase, redeem, retire or otherwise acquire for value any shares of
its Capital Stock or any warrants, rights or options to acquire its Capital
Stock, or set aside funds for any of the foregoing, except that:

                  (i) the Borrower may declare and make dividend payments or
         other distributions payable solely in cash or in its common stock,
         consistent with past practice;

                  (ii) each Wholly Owned Subsidiary of the Borrower may declare
         and make dividend payments or other distributions to the Borrower or
         another Subsidiary Guarantor, to the extent not prohibited under
         applicable Requirements of Law;

                  (iii) the Borrower may make repurchases of its outstanding
         common stock in an amount not to exceed $370,000,000 following the
         Second Amendment Closing Date; provided that any such repurchases
         funded from the proceeds of bulk timberland sales shall not exceed the
         amount of net proceeds of such sales after giving effect to all current
         and deferred taxes; and

                  (iv) in addition to any payments that may be made pursuant to
         clause (iii) above, 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 Subsidiary
         Guarantor; provided, that (x) the aggregate amount of such payments
         shall not exceed $500,000 and (y) at the time of any such payment (A)
         no Default or Event of Default under Sections 9.1(a), (f) or (g) shall
         have occurred and be continuing, and (B) unless such payment is
         necessary for St. Joe Finance Company to

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         maintain its status as a real estate investment trust, no other Default
         or Event of Default shall have occurred and be continuing.

         8.7 Transactions with Affiliates. The Borrower will not, and will not
permit or cause any of its Subsidiaries to, enter into any transaction
(including, without limitation, any purchase, sale, lease, or exchange of
property or the rendering of any service) with any officer, director,
stockholder or other Affiliate of the Borrower or any Subsidiary, except in the
ordinary course of its business and upon fair and reasonable terms that are no
less favorable to it than would obtain in a comparable arm's length transaction
with a Person other than an Affiliate of the Borrower or such Subsidiary;
provided, however, that nothing contained in this Section shall prohibit:

                  (i) transactions described on SCHEDULE 8.7 or otherwise
         expressly permitted under this Agreement; and

                  (ii) the payment by the Borrower of reasonable and customary
         fees to members of its board of directors.

         8.8 Transfers to or Investments in Subsidiaries that are not Subsidiary
Guarantors. Notwithstanding any provisions of this Agreement to the contrary,
the Borrower will not, and will not permit or cause any of its Guarantor
Subsidiaries to, directly or indirectly, sell, assign, convey, or otherwise
transfer any of its assets to any Subsidiary that is not a Subsidiary Guarantor
(except to the extent provided in the Distribution and Recapitalization
Agreement).

         8.9 Lines of Business. The Borrower will not, and will not permit or
cause any of its Subsidiaries to, engage in any business other than the
businesses engaged in by it on the date hereof and businesses and activities
reasonably related thereto. The Borrower will not, and will not permit or cause
any of its Subsidiaries to, enter into Hedge Agreements other than in the
ordinary course of business and not for speculative purposes.

         8.10 Certain Amendments. The Borrower will not, and will not permit or
cause any of its Subsidiaries to, amend, modify or change any provision of its
articles or certificate of incorporation or bylaws, or the terms of any class or
series of its Capital Stock, other than in a manner that could not reasonably be
expected to adversely affect the Lenders in any material respect.

         8.11 Limitation on Certain Restrictions. The Borrower will not, and
will not permit or cause any of its Subsidiaries to, directly or indirectly,
create or otherwise cause or suffer to exist or become effective any restriction
or encumbrance on (i) the ability of the Borrower and its Subsidiaries to
perform and comply with their respective obligations under the Credit Documents
or (ii) the ability of any Subsidiary of the Borrower to make any dividend
payments or other distributions in respect of its Capital Stock, to repay
Indebtedness owed to the Borrower or any other Subsidiary, to make loans or
advances to the Borrower or any other Subsidiary, or to transfer any of its
assets or properties to the Borrower or any other Subsidiary, in each case other
than such restrictions or encumbrances existing under or by reason of the Credit
Documents or applicable Requirements of Law; provided, however, that the ability
of Arvida Mortgage to make dividend payments or distributions in respect of its
Capital Stock may be limited by the terms of any Indebtedness in the form of a
warehouse line of credit facility incurred solely for

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the Borrower or its Subsidiaries to use for the funding of single family (1-4)
mortgage loans, which Indebtedness shall not exceed $50,000,000 in aggregate
principal amount outstanding at any time, as follows: (x) no dividend or
distribution may be made if it would result in a breach of or default under any
financial covenant relating to such warehouse line of credit Indebtedness and
(y) any dividend or distribution may be limited to fifty percent (50%) of the
positive net income of Arvida Mortgage.

         8.12 No Other Negative Pledges. The Borrower will not, and will not
permit or cause any of its Subsidiaries to, directly or indirectly, enter into
or suffer to exist any agreement or restriction that prohibits or conditions the
creation, incurrence or assumption of any Lien upon or with respect to any part
of its property or assets, whether now owned or hereafter acquired, or agree to
do any of the foregoing, other than as set forth in (i) this Agreement, (ii) any
agreement or instrument creating a Permitted Lien (but only to the extent such
agreement or restriction applies to the assets subject to such Permitted Lien),
(iii) operating leases of real or personal property entered into by the Borrower
or any of its Subsidiaries as lessee in the ordinary course of business and (iv)
the Note Purchase Agreements dated on or about the Second Restatement Closing
Date and entered into in connection with the issuance and sale of the Medium
Term Notes.

         8.13 Fiscal Year. The Borrower will not, and will not permit or cause
any of its Subsidiaries to, change the ending date of its fiscal year to a date
other than December 31.

         8.14 Accounting Changes. The Borrower will not, and will not permit or
cause any of its Subsidiaries to, make or permit any material change in its
accounting policies or reporting practices, except as may be required by GAAP.

                                   ARTICLE IX

                                EVENTS OF DEFAULT

         9.1 Events of Default. The occurrence of any one or more of the
following events shall constitute an "Event of Default":

         (a) The Borrower shall fail to pay any principal of or interest on any
Loan, any Reimbursement Obligation, any fee when due or any other Obligation
within three (3) Business Days of the date due;

         (b) The Borrower shall fail to observe, perform or comply with any
condition, covenant or agreement contained in any of Sections 2.14, 6.2, 6.3(i),
6.8, 6.9 or in Article VII or Article VIII or shall fail to observe, perform or
comply with the covenants in Section 6.1 and such failure shall continue
unremedied for a period of five (5) Business Days;

         (c) The Borrower or any of its Subsidiaries shall fail to observe,
perform or comply with any condition, covenant or agreement contained in this
Agreement or any of the other Credit Documents other than those enumerated in
subsections (a) and (b) above, and such failure (i) is deemed by the terms of
the relevant Credit Document to constitute an Event of Default or (ii) shall
continue unremedied for any grace period specifically applicable thereto or, if
no such

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grace period is applicable, for a period of thirty (30) days after the earlier
of (y) the date on which a Responsible Officer of the Borrower acquires
knowledge thereof and (z) the date on which written notice thereof is delivered
by the Agent or any Lender to the Borrower;

         (d) Any representation or warranty made or deemed made by or on behalf
of the Borrower or any of its Subsidiaries in this Agreement, any of the other
Credit Documents or in any certificate, instrument, report or other document
furnished in connection herewith or therewith or in connection with the
transactions contemplated hereby or thereby shall prove to have been false or
misleading in any material respect as of the time made, deemed made or
furnished;

         (e) The Borrower or any of its Subsidiaries shall (i) fail to pay when
due (whether by scheduled maturity, acceleration or otherwise and after giving
effect to any applicable grace and/or cure period) (y) any principal of or
interest on any Indebtedness (other than the Indebtedness incurred pursuant to
this Agreement) having an aggregate principal amount of at least $1,000,000 or
(z) any termination fee, breakage payment or other payment in an aggregate
amount of $1,000,000 under any Hedge Agreement or (ii) fail to observe, perform
or comply with any condition, covenant or agreement contained in any agreement
or instrument evidencing or relating to any such Indebtedness having an
aggregate principal amount of at least $1,000,000, or any other event shall
occur or condition exist in respect thereof, and the effect of such failure,
event or condition is to cause, or permit the holder or holders of such
Indebtedness (or a trustee or agent on its or their behalf) to cause (with the
giving of notice, lapse of time, or both), such Indebtedness to become due, or
to be prepaid, redeemed, purchased or defeased, prior to its stated maturity;

         (f) The Borrower or any of its Subsidiaries shall (i) file a voluntary
petition or commence a voluntary case seeking liquidation, winding-up,
reorganization, dissolution, arrangement, readjustment of debts or any other
relief under the Bankruptcy Code or under any other applicable bankruptcy,
insolvency or similar law now or hereafter in effect, (ii) consent to the
institution of, or fail to controvert in a timely and appropriate manner, any
petition or case of the type described in subsection (g) below, (iii) apply for
or consent to the appointment of or taking possession by a custodian, trustee,
receiver or similar official for or of itself or all or a substantial part of
its properties or assets, (iv) fail generally, or admit in writing its
inability, to pay its debts generally as they become due, (v) make a general
assignment for the benefit of creditors or (vi) take any corporate action to
authorize or approve any of the foregoing;

         (g) Any involuntary petition or case shall be filed or commenced
against the Borrower or any of its Subsidiaries seeking liquidation, winding-up,
reorganization, dissolution, arrangement, readjustment of debts, the appointment
of a custodian, trustee, receiver or similar official for it or all or a
substantial part of its properties or any other relief under the Bankruptcy Code
or under any other applicable bankruptcy, insolvency or similar law now or
hereafter in effect, and such petition or case shall continue undismissed and
unstayed for a period of sixty (60) days; or an order, judgment or decree
approving or ordering any of the foregoing shall be entered in any such
proceeding;

         (h) Any one or more money judgments, writs or warrants of attachment,
executions or similar processes involving an aggregate amount (exclusive of
amounts fully bonded or

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covered by insurance as to which the surety or insurer, as the case may be, has
acknowledged its liability in writing) in excess of $1,000,000 shall be entered
or filed against the Borrower or any of its Subsidiaries or any of their
respective properties and the same shall not be dismissed, stayed or discharged
for a period of thirty (30) days or in any event later than five days prior to
the date of any proposed sale thereunder;

         (i) Any ERISA Event or any other event or condition shall occur or
exist with respect to any Plan or Multiemployer Plan and, as a result thereof,
together with all other ERISA Events and other events or conditions then
existing, the Borrower and its ERISA Affiliates have incurred or would be
reasonably likely to incur liability to any one or more Plans or Multiemployer
Plans or to the PBGC (or to any combination thereof) and such liability has or
would be reasonably likely to have a Material Adverse Effect;

         (j) Any one or more licenses, permits, accreditations or authorizations
of the Borrower or any of its Subsidiaries shall be suspended, limited or
terminated or shall not be renewed, or any other action shall be taken, by any
Governmental Authority in response to any alleged failure by the Borrower or any
of its Subsidiaries to be in compliance with applicable Requirements of Law, and
such action, individually or in the aggregate, has or would be reasonably likely
to have a Material Adverse Effect;

         (k) Any one or more Environmental Claims shall have been asserted
against the Borrower or any of its Subsidiaries (or a reasonable basis shall
exist therefor); the Borrower and its Subsidiaries have incurred or would be
reasonably likely to incur liability as a result thereof; and such liability,
individually or in the aggregate, has or would be reasonably likely to have a
Material Adverse Effect;

         (l) Any of the following shall occur: (i) any Person or group of
Persons acting in concert as a partnership or other group, other than the Alfred
I. duPont Testamentary Trust, shall, as a result of a tender or exchange offer,
open market purchases, privately negotiated purchases or otherwise, have become,
after the date hereof, the "beneficial owner" (within the meaning of such term
under Rule 13d-3 under the Exchange Act) of securities of the Borrower
representing thirty percent (30%) or more of the combined voting power of the
then outstanding securities of the Borrower ordinarily (and apart from rights
accruing under special circumstances) having the right to vote in the election
of directors; or (ii) the Board of Directors of the Borrower shall cease to
consist of a majority of the individuals who constituted the Board of Directors
as of the date hereof or who shall have become a member thereof subsequent to
the date hereof after having been nominated, or otherwise approved in writing,
by at least a majority of individuals who constituted the Board of Directors of
the Borrower as of the date hereof (or their replacements approved as herein
required); and

         (m) The Subsidiary Guaranty shall for any reason cease to be in full
force and effect (unless any such cessation occurs in accordance with the terms
thereof or hereof), or any Subsidiary Guarantor or the Borrower shall deny or
disaffirm such Subsidiary's obligations under the Subsidiary Guaranty.

         9.2 Remedies: Termination of Commitments, Acceleration, etc. Upon and
at any time after the occurrence and during the continuance of any Event of
Default, the Agent shall at

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the direction, or may with the consent, of the Required Lenders, take any or all
of the following actions at the same or different times:

         (a) Declare the Commitments, the Swingline Commitment and the Issuing
Lender's obligation to issue Letters of Credit, to be terminated, whereupon the
same shall terminate (provided that, upon the occurrence of an Event of Default
pursuant to SECTION 9.1(f) or SECTION 9.1(g), the Commitments, the Swingline
Commitment and the Issuing Lender's obligation to issue Letters of Credit shall
automatically be terminated);

         (b) Declare all or any part of the outstanding principal amount of the
Loans to be immediately due and payable, whereupon the principal amount so
declared to be immediately due and payable, together with all interest accrued
thereon and all other amounts payable under this Agreement, the Notes and the
other Credit Documents, shall become immediately due and payable without
presentment, demand, protest, notice of intent to accelerate or other notice or
legal process of any kind, all of which are hereby knowingly and expressly
waived by the Borrower (provided that, upon the occurrence of an Event of
Default pursuant to SECTION 9.1(f) or SECTION 9.1(g), all of the outstanding
principal amount of the Loans and all other amounts described in this subsection
(b) shall automatically become immediately due and payable without presentment,
demand, protest, notice of intent to accelerate or other notice or legal process
of any kind, all of which are hereby knowingly and expressly waived by the
Borrower);

         (c) Direct the Borrower to deposit (and the Borrower hereby agrees,
forthwith upon receipt of notice of such direction from the Agent, to deposit)
with the Agent from time to time such additional amount of cash as is equal to
the aggregate Stated Amount of all Letters of Credit then outstanding (whether
or not any beneficiary under any Letter of Credit shall have drawn or be
entitled at such time to draw thereunder), such amount to be held by the Agent
in the Cash Collateral Account as security for the Letter of Credit Exposure as
described in Section 3.8; and

         (d) Exercise all rights and remedies available to it under this
Agreement, the other Credit Documents and applicable law.

         9.3 Remedies: Set-Off. In addition to all other rights and remedies
available under the Credit Documents or applicable law or otherwise, upon and at
any time after the occurrence and during the continuance of any Event of
Default, each Lender may, and each is hereby authorized by the Borrower, at any
such time and from time to time, to the fullest extent permitted by applicable
law, without presentment, demand, protest or other notice of any kind, all of
which are hereby knowingly and expressly waived by the Borrower, to set off and
to apply any and all deposits (general or special, time or demand, provisional
or final, but excluding deposits in escrow and trust accounts) and any other
property at any time held (including at any branches or agencies, wherever
located), and any other indebtedness at any time owing, by such Lender to or for
the credit or the account of the Borrower against any or all of the Obligations
to such Lender now or hereafter existing, whether or not such Obligations may be
contingent or unmatured, the Borrower hereby granting to each Lender a
continuing security interest in and Lien upon all such deposits and other
property as security for such Obligations. Each Lender agrees promptly to notify
the Borrower and the Agent after any such set-off and application; provided,
however, that the failure to give such notice shall not affect the validity of
such set-off and application.

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                                   ARTICLE X

                                    THE AGENT

         10.1 Appointment. Each Lender hereby irrevocably appoints and
authorizes First Union to act as Agent hereunder and under the other Credit
Documents and to take such actions as agent on its behalf hereunder and under
the other Credit Documents, and to exercise such powers and to perform such
duties, as are specifically delegated to the Agent by the terms hereof or
thereof, together with such other powers and duties as are reasonably incidental
thereto.

         10.2 Nature of Duties. The Agent shall have no duties or
responsibilities other than those expressly set forth in this Agreement and the
other Credit Documents. The Agent shall not have, by reason of this Agreement or
any other Credit Document, a fiduciary relationship in respect of any Lender;
and nothing in this Agreement or any other Credit Document, express or implied,
is intended to or shall be so construed as to impose upon the Agent any
obligations or liabilities in respect of this Agreement or any other Credit
Document except as expressly set forth herein or therein. The Agent may execute
any of its duties under this Agreement or any other Credit Document by or
through agents or attorneys-in-fact and shall not be responsible for the
negligence or misconduct of any agents or attorneys-in-fact that it selects with
reasonable care. The Agent shall be entitled to consult with legal counsel,
independent public accountants and other experts selected by it with respect to
all matters pertaining to this Agreement and the other Credit Documents and its
duties hereunder and thereunder and shall not be liable for any action taken or
omitted to be taken in good faith by it in accordance with the advice of such
counsel, accountants or experts. The Lenders hereby acknowledge that the Agent
shall not be under any duty to take any discretionary action permitted to be
taken by it pursuant to the provisions of this Agreement or any other Credit
Document unless it shall be requested in writing to do so by the Required
Lenders (or, where a higher percentage of the Lenders is expressly required
hereunder, such Lenders).

         10.3 Exculpatory Provisions. Neither the Agent nor any of its officers,
directors, employees, agents, attorneys-in-fact or Affiliates shall be (i)
liable for any action taken or omitted to be taken by it or such Person under or
in connection with the Credit Documents, except for its or such Person's own
gross negligence or willful misconduct, (ii) responsible in any manner to any
Lender for any recitals, statements, information, representations or warranties
herein or in any other Credit Document or in any document, instrument,
certificate, report or other writing delivered in connection herewith or
therewith, for the execution, effectiveness, genuineness, validity,
enforceability or sufficiency of this Agreement or any other Credit Document, or
for the financial condition of the Borrower, its Subsidiaries or any other
Person, or (iii) required to ascertain or make any inquiry concerning the
performance or observance of any of the terms, provisions or conditions of this
Agreement or any other Credit Document or the existence or possible existence of
any Default or Event of Default, or to inspect the properties, books or records
of the Borrower or any of its Subsidiaries.

         10.4 Reliance by Agent. The Agent shall be entitled to rely, and shall
be fully protected in relying, upon any notice, statement, consent or other
communication (including, without limitation, any thereof by telephone,
telecopy, telex, telegram or cable) believed by it in good faith to be genuine
and correct and to have been signed, sent or made by the proper Person

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or Persons. The Agent may deem and treat each Lender as the owner of its
interest hereunder for all purposes hereof unless and until a written notice of
the assignment, negotiation or transfer thereof shall have been given to the
Agent in accordance with the provisions of this Agreement. The Agent shall be
entitled to refrain from taking or omitting to take any action in connection
with this Agreement or any other Credit Document (i) if such action or omission
would, in the reasonable opinion of the Agent, violate any applicable law or any
provision of this Agreement or any other Credit Document or (ii) unless and
until it shall have received such advice or concurrence of the Required Lenders
(or, where a higher percentage of the Lenders is expressly required hereunder,
such Lenders) as it deems appropriate or it shall first have been indemnified to
its satisfaction by the Lenders against any and all liability and expense (other
than liability and expense arising from its own gross negligence or willful
misconduct) that may be incurred by it by reason of taking, continuing to take
or omitting to take any such action. Without limiting the foregoing, no Lender
shall have any right of action whatsoever against the Agent as a result of the
Agent's acting or refraining from acting hereunder or under any other Credit
Document in accordance with the instructions of the Required Lenders (or, where
a higher percentage of the Lenders is expressly required hereunder, such
Lenders), and such instructions and any action taken or failure to act pursuant
thereto shall be binding upon all of the Lenders (including all subsequent
Lenders).

         10.5 Non-Reliance on Agent and Other Lenders. Each Lender expressly
acknowledges that neither the Agent nor any of its officers, directors,
employees, agents, attorneys-in-fact or Affiliates has made any representation
or warranty to it and that no act by the Agent or any such Person hereinafter
taken, including any review of the affairs of the Borrower and its Subsidiaries,
shall be deemed to constitute any representation or warranty by the Agent to any
Lender. Each Lender represents to the Agent that (i) it has, independently and
without reliance upon the Agent or any other Lender and based on such documents
and information as it has deemed appropriate, made its own appraisal of and
investigation into the business, prospects, operations, properties, financial
and other condition and creditworthiness of the Borrower and its Subsidiaries
and made its own decision to enter into this Agreement and extend credit to the
Borrower hereunder, and (ii) it will, independently and without reliance upon
the Agent 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 analysis,
appraisals and decisions in taking or not taking action hereunder and under the
other Credit Documents and to make such investigation as it deems necessary to
inform itself as to the business, prospects, operations, properties, financial
and other condition and creditworthiness of the Borrower and its Subsidiaries.
Except as expressly provided in this Agreement and the other Credit Documents,
the Agent shall have no duty or responsibility, either initially or on a
continuing basis, to provide any Lender with any credit or other information
concerning the business, prospects, operations, properties, financial or other
condition or creditworthiness of the Borrower, its Subsidiaries or any other
Person that may at any time come into the possession of the Agent or any of its
officers, directors, employees, agents, attorneys-in-fact or Affiliates.

         10.6 Notice of Default. The Agent shall not be deemed to have knowledge
or notice of the occurrence of any Default or Event of Default unless the Agent
shall have received written notice from the Borrower or a Lender referring to
this Agreement, describing such Default or Event of Default and stating that
such notice is a "notice of default." In the event that the Agent receives such
a notice, the Agent will give notice thereof to the Lenders as soon as
reasonably

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practicable; provided, however, that if any such notice has also been furnished
to the Lenders, the Agent shall have no obligation to notify the Lenders with
respect thereto. The Agent shall (subject to SECTIONS 10.4 and 11.6) take such
action with respect to such Default or Event of Default as shall reasonably be
directed by the Required Lenders; provided that, unless and until the Agent
shall have received such directions, the Agent may (but shall not be obligated
to) take such action, or refrain from taking such action, with respect to such
Default or Event of Default as it shall deem advisable in the best interests of
the Lenders except to the extent that this Agreement expressly requires that
such action be taken, or not be taken, only with the consent or upon the
authorization of the Required Lenders or all of the Lenders.

         10.7 Indemnification. To the extent the Agent is not reimbursed by or
on behalf of the Borrower, and without limiting the obligation of the Borrower
to do so, the Lenders agree (i) to indemnify the Agent and its officers,
directors, employees, agents, attorneys-in-fact and Affiliates, ratably in
proportion to their respective percentages as used in determining the Required
Lenders as of the date of determination, from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses (including, without limitation, attorneys' fees and expenses) or
disbursements of any kind or nature whatsoever that may at any time (including,
without limitation, at any time following the repayment in full of the Loans and
the termination of the Commitments) be imposed on, incurred by or asserted
against the Agent in any way relating to or arising out of this Agreement or any
other Credit Document or any documents contemplated by or referred to herein or
the transactions contemplated hereby or thereby or any action taken or omitted
by the Agent under or in connection with any of the foregoing, and (ii) to
reimburse the Agent upon demand, ratably in proportion to their respective
percentages as used in determining the Required Lenders as of the date of
determination, for any expenses incurred by the Agent in connection with the
preparation, negotiation, execution, delivery, administration, amendment,
modification, waiver or enforcement (whether through negotiations, legal
proceedings or otherwise) of, or legal advice in respect of rights or
responsibilities under, this Agreement or any of the other Credit Documents
(including, without limitation, reasonable attorneys' fees and expenses and
compensation of agents and employees paid for services rendered on behalf of the
Lenders); provided, however, that no Lender shall be liable for any portion of
such liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements to the extent resulting from the gross
negligence or willful misconduct of the party to be indemnified.

         10.8 The Agent in its Individual Capacity. With respect to its
Commitment, the Loans made by it, the Letters of Credit issued or participated
in by it and the Note or Notes issued to it, the Agent in its individual
capacity and not as Agent shall have the same rights and powers under the Credit
Documents as any other Lender and may exercise the same as though it were not
performing the agency duties specified herein; and the terms "Lenders,"
"Required Lenders," "holders of Notes" and any similar terms shall, unless the
context clearly otherwise indicates, include the Agent in its individual
capacity. The Agent and its Affiliates may accept deposits from, lend money to,
make investments in, and generally engage in any kind of banking, trust,
financial advisory or other business with the Borrower, any of its Subsidiaries
or any of their respective Affiliates as if the Agent were not performing the
agency duties specified herein, and may accept fees and other consideration from
any of them for services in connection with this Agreement and otherwise without
having to account for the same to the Lenders.

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         10.9 Successor Agent. The Agent may resign at any time by giving ten
(10) days' prior written notice to the Borrower and the Lenders and may be
removed for its gross negligence or willful misconduct by the unanimous consent
of the Lenders (other than the Agent) upon 30 days' written notice to the Agent
and the Borrower. Upon any such notice of resignation or removal, the Required
Lenders will, with the prior written consent of the Borrower (which consent
shall not be unreasonably withheld), appoint from among the Lenders a successor
to the Agent (provided that the Borrower's consent shall not be required in the
event a Default or Event of Default shall have occurred and be continuing). If
no successor to the Agent shall have been so appointed by the Required Lenders
and shall have accepted such appointment within such notice period, then the
retiring Agent may, on behalf of the Lenders and after consulting with the
Lenders and the Borrower, appoint a successor Agent from among the Lenders. Upon
the acceptance of any appointment as Agent by a successor Agent, such successor
Agent shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Agent, and the retiring Agent shall be
discharged from its duties and obligations hereunder and under the other Credit
Documents. After any retiring Agent's resignation or removal as Agent, the
provisions of this Article shall inure to its benefit as to any actions taken or
omitted to be taken by it while it was Agent. If no successor to the Agent has
accepted appointment as Agent by the thirtieth (30th) day following a retiring
Agent's notice of resignation or notice of removal, the retiring Agent's
resignation or removal shall nevertheless thereupon become effective, and the
Lenders shall thereafter perform all of the duties of the Agent hereunder and
under the other Credit Documents until such time, if any, as the Required
Lenders appoint a successor Agent as provided for hereinabove.

         10.10 Issuing Lender and Swingline Lender. The provisions of this
Article (other than SECTION 10.9) shall apply to the Issuing Lender and the
Swingline Lender mutatis mutandis to the same extent as such provisions apply to
the Agent.

         10.11 Other Titled Agents. Notwithstanding any other provision of this
Agreement or any of the other Credit Documents, each of the Syndication Agent
and Documentation Agents is named as such for recognition purposes only, and in
its capacity as such shall have no powers, rights, duties, responsibilities or
liabilities with respect to this Agreement and the other Credit Documents and
the transactions contemplated hereby and thereby.

                                   ARTICLE XI

                                  MISCELLANEOUS

         11.1 Fees and Expenses. The Borrower agrees (i) whether or not the
transactions contemplated by this Agreement shall be consummated, to pay upon
demand all reasonable out-of-pocket costs and expenses of the Agent (including,
without limitation, the reasonable fees and expenses of counsel to the Agent) in
connection with (y) the Agent's due diligence investigation in connection with,
and the preparation, negotiation, execution, delivery and syndication of, this
Agreement and the other Credit Documents, and any amendment, modification or
waiver hereof or thereof or consent with respect hereto or thereto, and (z) the
administration, monitoring and review of the Loans (including, without
limitation, out-of-pocket expenses for travel, meals, long-distance telephone
calls, wire transfers, facsimile transmissions and copying), (ii) to pay

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upon demand all reasonable out-of-pocket costs and expenses of the Agent and
each Lender (including, without limitation, reasonable attorneys' fees and
expenses) in connection with (y) any refinancing or restructuring of the credit
arrangement provided under this Agreement, whether in the nature of a
"work-out," in any insolvency or bankruptcy proceeding or otherwise and whether
or not consummated, and (z) the enforcement, attempted enforcement or
preservation of any rights or remedies under this Agreement or any of the other
Credit Documents, whether in any action, suit or proceeding (including any
bankruptcy or insolvency proceeding) or otherwise, and (iii) to pay and hold the
Agent and each Lender harmless from and against all liability for any
intangibles, documentary, stamp or other similar taxes, fees and excises, if
any, including any interest and penalties, and any finder's or brokerage fees,
commissions and expenses (other than any fees, commissions or expenses of
finders or brokers engaged by or claiming through the Agent or any Lender), that
may be payable in connection with the transactions contemplated by this
Agreement and the other Credit Documents.

         11.2 Indemnification. The Borrower agrees, whether or not the
transactions contemplated by this Agreement shall be consummated, to indemnify
and hold the Agent and each Lender and each of their respective directors,
officers, employees, agents and Affiliates (each, an "Indemnified Person")
harmless from and against any and all claims, losses, damages, liabilities,
penalties, costs and expenses (including, without limitation, reasonable
attorneys' fees and expenses) of any kind or nature whatsoever (collectively,
"Indemnified Costs"), that may at any time be imposed on, incurred by or
asserted against any such Indemnified Person as a result of, arising from or in
any way relating to the preparation, execution, performance or enforcement of
this Agreement or any of the other Credit Documents, any of the transactions
contemplated herein or therein or any transaction financed or to be financed in
whole or in part, directly or indirectly, with the proceeds of any Loans or
Letters of Credit (including, without limitation, in connection with the actual
or alleged generation, presence, discharge or release of any Hazardous
Substances on, into or from, or the transportation of Hazardous Substances to or
from, any real property at any time owned or leased by the Borrower or any of
its Subsidiaries, any other Environmental Claims or any violation of or
liability under any Environmental Law), or any action, suit or proceeding
(including any inquiry or investigation) by any Person, whether threatened or
initiated, related to any of the foregoing, and in any case whether or not such
Indemnified Person is a party to any such action, proceeding or suit or a
subject of any such inquiry or investigation; provided, however, that no
Indemnified Person shall have the right to be indemnified hereunder for any
Indemnified Costs to the extent determined by a final and nonappealable judgment
of a court of competent jurisdiction or pursuant to arbitration as set forth
herein to have resulted from the gross negligence or willful misconduct of such
Indemnified Person. All of the foregoing Indemnified Costs of any Indemnified
Person shall be paid or reimbursed by the Borrower, as and when incurred and
upon demand.

         11.3 Governing Law; Consent to Jurisdiction. THIS AGREEMENT AND THE
OTHER CREDIT DOCUMENTS HAVE BEEN EXECUTED, DELIVERED AND ACCEPTED IN, AND SHALL
BE DEEMED TO HAVE BEEN MADE IN, NORTH CAROLINA AND SHALL BE GOVERNED BY AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NORTH
CAROLINA (WITHOUT REGARD TO THE CONFLICTS OF LAW PROVISIONS THEREOF); PROVIDED
THAT EACH LETTER OF CREDIT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OR RULES

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DESIGNATED IN SUCH LETTER OF CREDIT OR, IF NO SUCH LAWS OR RULES ARE DESIGNATED,
THE UNIFORM CUSTOMS AND PRACTICES FOR DOCUMENTARY CREDITS, INTERNATIONAL CHAMBER
OF COMMERCE, AS IN EFFECT FROM TIME TO TIME (THE "UNIFORM CUSTOMS"), AND, AS TO
MATTERS NOT GOVERNED BY THE UNIFORM CUSTOMS, THE LAWS OF THE STATE OF NORTH
CAROLINA (WITHOUT REGARD TO THE CONFLICTS OF LAW PROVISIONS THEREOF). THE
BORROWER HEREBY CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF ANY STATE COURT
WITHIN MECKLENBURG COUNTY, NORTH CAROLINA OR ANY FEDERAL COURT LOCATED WITHIN
THE WESTERN DISTRICT OF THE STATE OF NORTH CAROLINA FOR ANY PROCEEDING
INSTITUTED HEREUNDER OR UNDER ANY OF THE OTHER CREDIT DOCUMENTS, OR ARISING OUT
OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS, OR
ANY PROCEEDING TO WHICH THE AGENT OR ANY LENDER OR THE BORROWER IS A PARTY,
INCLUDING ANY ACTIONS BASED UPON, ARISING OUT OF, OR IN CONNECTION WITH ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT (WHETHER ORAL OR WRITTEN) OR
ACTIONS OF THE AGENT OR ANY LENDER OR THE BORROWER. THE BORROWER IRREVOCABLY
AGREES TO BE BOUND (SUBJECT TO ANY AVAILABLE RIGHT OF APPEAL) BY ANY JUDGMENT
RENDERED OR RELIEF GRANTED THEREBY AND FURTHER WAIVES ANY OBJECTION THAT IT MAY
HAVE BASED ON LACK OF JURISDICTION OR IMPROPER VENUE OR FORUM NON CONVENIENS TO
THE CONDUCT OF ANY SUCH PROCEEDING. THE BORROWER CONSENTS THAT ALL SERVICE OF
PROCESS BE MADE BY REGISTERED OR CERTIFIED MAIL DIRECTED TO IT AT ITS ADDRESS
SET FORTH HEREINBELOW, AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED UPON
THE EARLIER OF ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE
UNITED STATES MAILS, PROPER POSTAGE PREPAID AND PROPERLY ADDRESSED. NOTHING IN
THIS SECTION SHALL AFFECT THE RIGHT TO SERVE LEGAL PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW OR AFFECT THE RIGHT OF THE AGENT OR ANY LENDER TO BRING ANY
ACTION OR PROCEEDING AGAINST THE BORROWER IN THE COURTS OF ANY OTHER
JURISDICTION.

         11.4 Arbitration; Preservation and Limitation of Remedies.

         (a) Upon demand of any party hereto, whether made before or after
institution of any judicial proceeding, any dispute, claim or controversy
arising out of, connected with or relating to this Agreement or any other Credit
Document ("Disputes") between or among the Borrower, its Subsidiaries, the Agent
and the Lenders, or any of them, shall be resolved by binding arbitration as
provided herein. Institution of a judicial proceeding by a party does not waive
the right of that party to demand arbitration hereunder. Disputes may include,
without limitation, tort claims, counterclaims, claims brought as class actions,
claims arising from documents executed in the future, disputes as to whether a
matter is subject to arbitration, or claims arising out of or connected with the
transactions contemplated by this Agreement and the other Credit Documents.
Arbitration shall be conducted under and governed by the Commercial Financial
Disputes Arbitration Rules (the "Arbitration Rules") of the American Arbitration
Association

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(the "AAA"), as in effect from time to time, and the Federal Arbitration Act,
Title 9 of the U.S. Code, as amended. All arbitration hearings shall be
conducted in the city in which the principal office of the Agent is located. A
hearing shall begin within ninety (90) days of demand for arbitration and all
hearings shall be concluded within 120 days of demand for arbitration. These
time limitations may not be extended unless a party shows cause for extension
and then for no more than a total of sixty (60) days. The expedited procedures
set forth in Rule 51 et seq. of the Arbitration Rules shall be applicable to
claims of less than $1,000,000. All applicable statutes of limitation shall
apply to any Dispute. A judgment upon the award may be entered in any court
having jurisdiction. The panel from which all arbitrators are selected shall be
comprised of licensed attorneys selected from the Commercial Financial Dispute
Arbitration Panel of the AAA. The single arbitrator selected for expedited
procedure shall be a retired judge from the highest court of general
jurisdiction, state or federal, of the state where the hearing will be
conducted. Notwithstanding the foregoing, this arbitration provision does not
apply to Disputes under or related to any Hedge Agreement. The parties do not
waive applicable federal or state substantive law except as provided herein.

         (b) Notwithstanding the preceding binding arbitration provisions, the
parties hereto agree to preserve, without diminution, certain remedies that any
party hereto may employ or exercise freely, either alone, in conjunction with or
during a Dispute. Any party hereto shall have the right to proceed in any court
of proper jurisdiction or by self-help to exercise or prosecute the following
remedies, as applicable: (i) all rights of self-help, including peaceful
occupation of real property and collection of rents, set-off, and peaceful
possession of personal property; (ii) obtaining provisional or ancillary
remedies, including injunctive relief, sequestration, garnishment, attachment,
appointment of a receiver and filing an involuntary bankruptcy proceeding; and
(iii) if and when applicable, a judgment by confession of judgment. Any claim or
controversy with regard to any party's entitlement to such remedies is a
Dispute. Preservation of these remedies does not limit the power of an
arbitrator to grant similar remedies that may be requested by a party in a
Dispute. The parties hereto agree that no party shall have a remedy of punitive
or exemplary damages against any other party in any Dispute, and each party
hereby waives any right or claim to punitive or exemplary damages that it has
now or that may arise in the future in connection with any Dispute, whether such
Dispute is resolved by arbitration or judicially. The parties acknowledge that
by agreeing to binding arbitration they have irrevocably waived any right they
may have to a jury trial with regard to a Dispute. The Borrower agrees to pay
the reasonable fees and expenses of counsel to the Agent and the Lenders in
connection with any Dispute subject to arbitration as provided herein.

         11.5 Notices. All notices and other communications provided for
hereunder shall be in writing (including telegraphic, telex, facsimile
transmission or cable communication) and mailed, telegraphed, telexed,
telecopied, cabled or delivered to the party to be notified at the following
addresses:

         (a) if to the Borrower, to The St. Joe Company, 1650 Prudential Drive,
Suite 400, Jacksonville, Florida 32207, Attention: Stephen W. Solomon, Telecopy
No. (904) 396-4042, with a copy to Robert M. Rhodes, Esq. at the same address,
Telecopy No. (904) 396-4042;

         (b) if to the Agent, to (i) First Union National Bank, One First Union
Center, DC-6, 301 South College Street, Charlotte, North Carolina 28288-0166,
Attention: Greg Ponder,

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                                                                       Execution

Structured Products - Loan Administration, Telecopy No. (704) 383-7989 and (ii)
First Union National Bank, Real Estate Portfolio Management, 225 Water Street,
3rd Floor, Mailcode FL0016, Jacksonville, Florida 32202, Telecopy No. (904)
489-5975, Attention: Lorraine M. Cross, Senior Vice President; and

         (c) if to any Lender, to it at the address set forth on its signature
page hereto (or if to any Lender not a party hereto as of the date hereof, at
the address set forth in its Assignment and Acceptance);

or in each case, to such other address as any party may designate for itself by
like notice to all other parties hereto. All such notices and communications
shall be deemed to have been given (i) if mailed as provided above by any method
other than overnight delivery service, on the third Business Day after deposit
in the mails, (ii) if mailed by overnight delivery service, telegraphed,
telexed, telecopied or cabled, when delivered for overnight delivery, delivered
to the telegraph company, confirmed by telex answerback, transmitted by
telecopier or delivered to the cable company, respectively, or (iii) if
delivered by hand, upon delivery; provided that notices and communications to
the Agent shall not be effective until received by the Agent.

         11.6 Amendments, Waivers, etc. No amendment, modification, waiver or
discharge or termination of, or consent to any departure by the Borrower from,
any provision of this Agreement or any other Credit Document, shall be effective
unless in a writing signed by the Required Lenders (or by the Agent at the
direction or with the consent of the Required Lenders), and then the same shall
be effective only in the specific instance and for the specific purpose for
which given; and each Lender agrees that it will respond to any request for any
of the foregoing within a commercially reasonable time; provided, however, that
no such amendment, modification, waiver, discharge, termination or consent
shall:

         (a) unless agreed to by each Lender directly affected thereby, (i)
reduce or forgive the principal amount of any Loan, reduce the rate of or
forgive any interest thereon, or reduce or forgive any fees or other Obligations
(other than fees payable to the Agent for its own account), or (ii) extend the
Maturity Date or any other date (including any scheduled date for the mandatory
reduction or termination of any Commitments) fixed for the payment of any
principal of or interest on any Loan (other than additional interest payable
under SECTION 2.8(b) at the election of the Required Lenders, as provided
therein), any fees (other than fees payable to the Agent for its own account) or
any other Obligations or extend the expiry date of any Letter of Credit beyond
the seventh day prior to the Maturity Date;

         (b) unless agreed to by all of the Lenders, (i) increase or extend any
Commitment of any Lender (it being understood that a waiver of any Event of
Default, if agreed to by the requisite Lenders hereunder, shall not constitute
such an increase), (ii) change the percentage of the aggregate Commitments or of
the aggregate unpaid principal amount of the Loans, or the number or percentage
of Lenders, that shall be required for the Lenders or any of them to take or
approve, or direct the Agent to take, any action hereunder (including any
modification of the definition of "Required Lenders"), (iii) except as may be
otherwise specifically provided in this Agreement or in any other Credit
Document, release any Subsidiary Guarantor from its obligations under the
Subsidiary Guaranty, or (iv) change any provision of SECTION 2.15 or this
Section;

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         (c) unless agreed to by all of the Agents and the Required Lenders,
change SECTION 7.1 or modify the definition of "Leverage Ratio"; and

         (d) unless agreed to by the Issuing Lender or the Agent in addition to
the Lenders required as provided hereinabove to take such action, affect the
respective rights or obligations of the Issuing Lender or the Agent, as
applicable, hereunder or under any of the other Credit Documents;

and provided further that the Fee Letter may be amended or modified, and any
rights thereunder waived, in a writing signed by the parties thereto.

         11.7 Assignments, Participations.

         (a) Each Lender may assign to one or more other Eligible Assignees
(each, an "Assignee") all or a portion of its rights and obligations under this
Agreement (including, without limitation, all or a portion of its Commitment,
the outstanding Loans made by it, the Note or Notes held by it and its
participations in Letters of Credit); provided, however, that (i) any such
assignment (other than an assignment to a Lender or an Affiliate of a Lender)
shall not be made without the prior written consent of the Agent and the
Borrower (to be evidenced by its counterexecution of the relevant Assignment and
Acceptance), which consent shall not be unreasonably withheld (provided that the
Borrower's consent shall not be required in the event a Default or Event of
Default shall have occurred and be continuing and that the Agent's consent shall
not be required in the event an Event of Default shall have occurred and be
continuing), (ii) each such assignment shall be of a uniform, and not varying,
percentage of all of the assigning Lender's rights and obligations under this
Agreement, (iii) except in the case of an assignment to a Lender or an Affiliate
of a Lender, no such assignment shall be in an aggregate principal amount
(determined as of the date of the Assignment and Acceptance with respect to such
assignment) less than $10,000,000, determined by combining the amount of the
assigning Lender's outstanding Loans, Letter of Credit Exposure and Unutilized
Commitment being assigned pursuant to such assignment (or, if less, the entire
Commitment of the assigning Lender), and (iv) the parties to each such
assignment will execute and deliver to the Agent, for its acceptance and
recording in the Register, an Assignment and Acceptance, together with any Note
or Notes subject to such assignment, and will pay a nonrefundable processing fee
of $3,000 to the Agent for its own account. Upon such execution, delivery,
acceptance and recording of the Assignment and Acceptance, from and after the
effective date specified therein, which effective date shall be at least five
Business Days after the execution thereof (unless the Agent shall otherwise
agree), (A) the Assignee thereunder shall be a party hereto and, to the extent
that rights and obligations hereunder have been assigned to it pursuant to such
Assignment and Acceptance, shall have the rights and obligations of the
assigning Lender hereunder with respect thereto and (B) the assigning Lender
shall, to the extent that rights and obligations hereunder have been assigned by
it pursuant to such Assignment and Acceptance, relinquish its rights (other than
rights under the provisions of this Agreement and the other Credit Documents
relating to indemnification or payment of fees, costs and expenses, to the
extent such rights relate to the time prior to the effective date of such
Assignment and Acceptance) and be released from its obligations under this
Agreement (and, in the case of an Assignment and Acceptance covering all or the
remaining portion of such assigning Lender's rights and obligations under this
Agreement, such Lender shall cease to be a party hereto). The terms and
provisions of each

                                       81
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                                                                       Execution

Assignment and Acceptance shall, upon the effectiveness thereof, be incorporated
into and made a part of this Agreement, and the covenants, agreements and
obligations of each Lender set forth therein shall be deemed made to and for the
benefit of the Agent and the other parties hereto as if set forth at length
herein.

         (b) The Agent will maintain at its address for notices referred to
herein a copy of each Assignment and Acceptance delivered to and accepted by it
and a register for the recordation of the names and addresses of the Lenders and
the Commitments of, and principal amount of the Loans owing to, each Lender from
time to time (the "Register"). The entries in the Register shall be conclusive
and binding for all purposes, absent manifest error, and 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 shall be
available for inspection by the Borrower and each Lender at any reasonable time
and from time to time upon reasonable prior notice.

         (c) Upon its receipt of a duly completed Assignment and Acceptance
executed by an assigning Lender and an Assignee and, if required,
counterexecuted by the Borrower, together with the Note or Notes subject to such
assignment and the processing fee referred to in subsection (a) above, the Agent
will (i) accept such Assignment and Acceptance, (ii) on the effective date
thereof, record the information contained therein in the Register and (iii) give
notice thereof to the Borrower and the Lenders. Within five (5) Business Days
after its receipt of such notice, the Borrower, at its own expense, will execute
and deliver to the Agent, in exchange for the surrendered Note or Notes, a new
Note or Notes to the order of the Assignee (and, if the assigning Lender has
retained any portion of its rights and obligations hereunder, to the order of
the assigning Lender), prepared in accordance with the provisions of SECTION 2.4
as necessary to reflect, after giving effect to the assignment, the Commitments
of the Assignee and (to the extent of any retained interests) the assigning
Lender, dated the date of the replaced Note or Notes and otherwise in
substantially the form of EXHIBIT A. The Agent will return canceled Notes to the
Borrower.

         (d) Each Lender may, without the consent of the Borrower, the Agent or
any other Lender, sell to one or more other Persons (each, a "Participant")
participations in any portion comprising less than all of its rights and
obligations under this Agreement (including, without limitation, a portion of
its Commitment, the outstanding Loans made by it, the Note or Notes held by it
and its participations in Letters of Credit); provided, however, that (i) such
Lender's obligations under this Agreement shall remain unchanged and such Lender
shall remain solely responsible for the performance of such obligations, (ii) no
Lender shall sell any participation that, when taken together with all other
participations, if any, sold by such Lender, covers all of such Lender's rights
and obligations under this Agreement, (iii) the Borrower, the Agent and the
other Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this Agreement, and
no Lender shall permit any Participant to have any voting rights or any right to
control the vote of such Lender with respect to any amendment, modification,
waiver, consent or other action hereunder or under any other Credit Document
(except as to actions that would (x) reduce or forgive the principal amount of
any Loan, reduce the rate of or forgive any interest thereon, or reduce or
forgive any fees or other Obligations, (y) extend the Maturity Date or any other
date fixed for the payment of any principal of or interest on any Loan, any fees
or any other Obligations, or (z) increase or extend

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                                                                       Execution

any Commitment of any Lender), and (iv) no Participant shall have any rights
under this Agreement or any of the other Credit Documents, each Participant's
rights against the granting Lender in respect of any participation to be those
set forth in the participation agreement, and all amounts payable by the
Borrower hereunder shall be determined as if such Lender had not granted such
participation. Notwithstanding the foregoing, each Participant shall have the
rights of a Lender for purposes of SECTIONS 2.16(a), 2.16(b), 2.17, 2.18 and
9.3, and shall be entitled to the benefits thereto, to the extent that the
Lender granting such participation would be entitled to such benefits if the
participation had not been made, provided that no Participant shall be entitled
to receive any greater amount pursuant to any of such Sections than the Lender
granting such participation would have been entitled to receive in respect of
the amount of the participation made by such Lender to such Participant had such
participation not been made.

         (e) Nothing in this Agreement shall be construed to prohibit any Lender
from pledging or assigning all or any portion of its rights and interest
hereunder or under any Note to any Federal Reserve Bank as security for
borrowings therefrom; provided, however, that no such pledge or assignment shall
release a Lender from any of its obligations hereunder.

         (f) Any Lender or participant may, in connection with any assignment or
participation or proposed assignment or participation pursuant to this Section,
disclose to the Assignee or Participant or proposed Assignee or Participant any
information relating to the Borrower and its Subsidiaries furnished to it by or
on behalf of any other party hereto, provided that such Assignee or Participant
or proposed Assignee or Participant agrees in writing to keep such information
confidential to the same extent required of the Lenders under SECTION 11.13.

         11.8 No Waiver. The rights and remedies of the Agent and the Lenders
expressly set forth in this Agreement and the other Credit Documents are
cumulative and in addition to, and not exclusive of, all other rights and
remedies available at law, in equity or otherwise. No failure or delay on the
part of the Agent or any Lender in exercising any right, power or privilege
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such right, power or privilege preclude other or further exercise thereof or
the exercise of any other right, power or privilege or be construed to be a
waiver of any Default or Event of Default. No course of dealing between any of
the Borrower and the Agent or the Lenders or their agents or employees shall be
effective to amend, modify or discharge any provision of this Agreement or any
other Credit Document or to constitute a waiver of any Default or Event of
Default. No notice to or demand upon the Borrower in any case shall entitle the
Borrower to any other or further notice or demand in similar or other
circumstances or constitute a waiver of the right of the Agent or any Lender to
exercise any right or remedy or take any other or further action in any
circumstances without notice or demand.

         11.9 Successors and Assigns. This Agreement shall be binding upon,
inure to the benefit of and be enforceable by the respective successors and
assigns of the parties hereto, and all references herein to any party shall be
deemed to include its successors and assigns; provided, however, that (i) the
Borrower shall not sell, assign or transfer any of its rights, interests, duties
or obligations under this Agreement without the prior written consent of all of
the Lenders and (ii) any Assignees and Participants shall have such rights and
obligations with respect to this Agreement and the other Credit Documents as are
provided for under and pursuant to the provisions of SECTION 11.7.

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                                                                       Execution

         11.10 Survival. All representations, warranties and agreements made by
or on behalf of the Borrower or any of its Subsidiaries in this Agreement and in
the other Credit Documents shall survive the execution and delivery hereof or
thereof, the making and repayment of the Loans and the issuance and repayment of
the Letters of Credit. In addition, notwithstanding anything herein or under
applicable law to the contrary, the provisions of this Agreement and the other
Credit Documents relating to indemnification or payment of fees, costs and
expenses, including, without limitation, the provisions of SECTIONS 2.16(a),
2.16(b), 2.17, 2.18, 10.7, 11.1 and 11.2, shall survive the payment in full of
all Loans and Letters of Credit, the termination of the Commitments and all
Letters of Credit, and any termination of this Agreement or any of the other
Credit Documents until the expiration of all applicable statutes of limitations.

         11.11 Severability. To the extent any provision of this Agreement is
prohibited by or invalid under the applicable law of any jurisdiction, such
provision shall be ineffective only to the extent of such prohibition or
invalidity and only in such jurisdiction, without prohibiting or invalidating
such provision in any other jurisdiction or the remaining provisions of this
Agreement in any jurisdiction.

         11.12 Construction. The headings of the various articles, sections and
subsections of this Agreement have been inserted for convenience only and shall
not in any way affect the meaning or construction of any of the provisions
hereof. Except as otherwise expressly provided herein and in the other Credit
Documents, in the event of any inconsistency or conflict between any provision
of this Agreement and any provision of any of the other Credit Documents, the
provision of this Agreement shall control.

         11.13 Confidentiality. Each Lender agrees to keep confidential,
pursuant to its customary procedures for handling confidential information of a
similar nature and in accordance with safe and sound banking practices, all
nonpublic information provided to it by or on behalf of the Borrower or any of
its Subsidiaries in connection with this Agreement or any other Credit Document;
provided, however, that any Lender may disclose such information (i) to its
directors, employees and agents and to its auditors, counsel and other
professional advisors, (ii) at the demand or request of any bank regulatory
authority, court or other Governmental Authority having or asserting
jurisdiction over such Lender, as may be required pursuant to subpoena or other
legal process, or otherwise in order to comply with any applicable Requirement
of Law, (iii) in connection with any proceeding to enforce its rights hereunder
or under any other Credit Document or any other litigation or proceeding related
hereto or to which it is a party, (iv) to the Agent or any other Lender, (v) to
the extent the same has become publicly available other than as a result of a
breach of this Agreement and (vi) pursuant to and in accordance with the
provisions of SECTION 11.7(f).

         11.14 Counterparts; Effectiveness. This Agreement may be executed in
any number of counterparts and by different parties hereto on separate
counterparts, each of which when so executed and delivered shall be an original,
but all of which shall together constitute one and the same instrument. This
Agreement shall become effective upon the execution of a counterpart hereof by
each of the parties hereto and receipt by the Agent and the Borrower of written
or telephonic notification of such execution and authorization of delivery
thereof.

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<PAGE>

                                                                       Execution

         11.15 Disclosure of Information. The Borrower agrees and consents to
the Agent's disclosure of information relating to this transaction to Gold
Sheets and other similar bank trade publications. Such information will consist
of deal terms and other information customarily found in such publications.

         11.16 Entire Agreement. THIS AGREEMENT AND THE OTHER DOCUMENTS AND
INSTRUMENTS EXECUTED AND DELIVERED IN CONNECTION HEREWITH (A) EMBODY THE ENTIRE
AGREEMENT AND UNDERSTANDING BETWEEN THE PARTIES HERETO AND THERETO RELATING TO
THE SUBJECT MATTER HEREOF AND THEREOF, (B) SUPERSEDE ANY AND ALL PRIOR
AGREEMENTS AND UNDERSTANDINGS OF SUCH PERSONS, ORAL OR WRITTEN, RELATING TO THE
SUBJECT MATTER HEREOF AND THEREOF, INCLUDING, WITHOUT LIMITATION, THE COMMITMENT
LETTER FROM FIRST UNION TO THE BORROWER DATED NOVEMBER 26, 1999, BUT
SPECIFICALLY EXCLUDING THE FEE LETTER AND SECOND RESTATEMENT FEE LETTER, AND (C)
MAY NOT BE AMENDED, SUPPLEMENTED, CONTRADICTED OR OTHERWISE MODIFIED BY EVIDENCE
OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

                                       85
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                                                                       Execution

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the date first above written.

                                         THE ST. JOE COMPANY

                                         By: ___________________________________

                                         Title: ________________________________

                                         FIRST UNION NATIONAL BANK, as Agent

                                         By: ___________________________________

                                         Title: ________________________________

                             (signatures continued)

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                                                                       Execution

                                         FIRST UNION NATIONAL BANK, as a Lender

                                         By: ___________________________________
Commitment:
$44,375,000                              Title: ________________________________

                                         Instructions for wire transfers as
                                           Agent or Lender:

                                         First Union National Bank
                                         ABA Routing No. 053000219
                                         Charlotte, North Carolina
                                         Account Number:  _____________
                                         Account Name:  The St. Joe Company
                                         Attention:  Structured Products -
                                                      Loan Admin.

                                         Address for notices as Agent or Lender:

                                         First Union National Bank
                                         225 Water Street, 3rd Floor
                                         Real Estate Portfolio Management
                                         Jacksonville, Florida  32202
                                         Attention:  Lorraine M. Cross
                                         Telephone:  (904) 489-5979
                                         Telecopy:  (904) 489-5975

                                         Lending Office:
                                         First Union National Bank
                                         225 Water Street, 3rd Floor
                                         Jacksonville, Florida  32202
                                         Attention:  _________________
                                         Telephone:  (904) _________
                                         Telecopy:  (904) __________

                             (signatures continued)

                                       87
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                                                                       Execution

                                         BANK OF AMERICA, N.A. ,
                                         A NATIONAL BANKING ASSOCIATION

                                         By: ___________________________________
Commitment:
$43,750,000                              Title: ________________________________

                                         Address for notices:

                                         Bank of America, N.A.
                                         FL9-001-17-05
                                         50 N. Laura Street, 17th Floor
                                         Jacksonville, FL  32202
                                         Attention: James C. Kidder,
                                                      Sr. Vice President
                                         Telephone: (904) 791-5220
                                         Telecopy:  (904) 791-5582
                                         and
                                         Bank of America, N.A.
                                         400 North Ashley Drive, 7th Floor
                                         Tampa, FL  33602
                                         Attention: Regina M. Kelly
                                         Telephone: (813) 224-5632
                                         Telecopy:  (813) 224-5901

                                         Lending Office:

                                         Bank of America, N.A.
                                         400 North Ashley Drive, 7th Floor
                                         Tampa, FL  33602
                                         Attention: Regina M. Kelly
                                         Telephone: (813) 224-5632
                                         Telecopy:  (813) 224-5901

                                       88
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                                                                       Execution

                                         WELLS FARGO BANK, NATIONAL ASSOCIATION

                                         By:    ________________________________
Commitment:
$42,500,000                              Title: ________________________________

                                         Address for notices:

                                         2859 Paces Ferry Road, Suite 1805
                                         Atlanta, GA  30339
                                         Attention: Matoka D. Benefield
                                         Telephone: (770) 319-3275
                                         Telecopy:  (770) 435-2263

                                         Lending Office:

                                         2120 East Park Place, Suite 100
                                         El Segundo, CA  90245
                                         Attention: Joel Padilla
                                         Telephone: (310) 335-9460
                                         Telecopy:  (310) 615-1014

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                                                                       Execution

                                         SUNTRUST BANK

                                         By:    ________________________________
Commitment:
$42,500,000                              Title: ________________________________

                                         Address for notices:

                                         SunTrust Bank
                                         200 W. Forsyth St.
                                         Jacksonville, FL  32202
                                         Attention:C. William Buchholz, Director
                                         Telephone: (904) 632-2628
                                         Telecopy:  (904) 632-2874

                                         Lending Office:

                                         200 S. Orange Ave.
                                         Orlando, FL  32801
                                         Attention: Peggy Corbet, Corporate
                                                        Banking Asst.
                                         Telephone: (407) 237-5028
                                         Telecopy:  (407) 237-5342

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                                                                       Execution

                                         REGIONS BANK

                                         By:   _________________________________
Commitment:
$42,500,000                              Title: ________________________________

                                         Address for notices:

                                         Regions Bank
                                         2 NE Eglin Pkway
                                         Ft. Walton Beach, FL  32548
                                         Attention: Robert J. Saxer, EVP
                                         Telephone: (850) 664-5886
                                          Telecopy: (850) 664-5837

                                         Lending Office:

                                         2 NE Eglin Pkway
                                         Ft. Walton Beach, FL  32548
                                         Attention: Janet Dunn, Operations
                                                        Manager
                                         Telephone: (850) 664-5835
                                         Telecopy:  (850) 664-5839

                                       91
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                                                                       Execution

                                         COMPASS BANK

                                         By:    ________________________________
Commitment:
$18,750,000                              Title: ________________________________

                                         Address for notices:

                                         Compass Bank

                                         10060 Skinner Lake Dr., 4th Floor
                                         Jacksonville, FL  32246
                                         Attention: French Yarbrough, SVP
                                         Telephone: (904) 564-8989

                                          Telecopy: (904) 564-8906

                                         Lending Office:

                                         10060 Skinner Lake Dr., 4th Floor
                                         Jacksonville, FL  32246
                                         Attention: Carolyn Stoner, AVP
                                         Telephone: (904) 564-8822
                                         Telecopy:  (904) 564-8830

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<PAGE>

                                         COMERICA BANK, a Michigan banking
                                         corporation

                                         By:    ________________________________
Commitment:
$15,625,000                              Title: ________________________________

                                         Address for notices:

                                         Comerica Bank
                                         100 N.E. Third Ave., Suite 200
                                         Ft. Lauderdale, FL  33301
                                         Attention: Patrick T. Ramge,
                                                        Vice President
                                         Telephone: (954) 468-0667
                                         Telecopy:  (954) 468-0664

                                         Lending Office:

                                         100 N.E. Third Ave., Suite 200
                                         Ft. Lauderdale, FL  33301
                                         Attention: Angela Vuolo, A.A.
                                         Telephone: (954) 468-0663
                                         Telecopy:  (954) 468-0664