of 25% or more of the outstanding shares of the Voting Stock of the Borrower;or (ii) as of any date a majority of the board of directors of the Borrower consistsof individuals who were not either (A) directors of the Borrower as of thecorresponding date of the previous year, (B) selected or nominated to becomedirectors by the board of directors of the Borrower of which a majority of suchboard consisted of individuals described in clause (A), or (C) selected or nominatedto become directors by the board of directors of the Borrower of which a majority ofsuch board consisted of individuals described in clause (A) and individualsdescribed in clause (B); notwithstanding the foregoing, Fairholme Funds, Inc., aMaryland corporation, Fairholme Capital Management, L.L.C., a Delaware limitedliability company, and each of their respective Affiliates (as defined in theStandstill Agreement referenced below) and officers and directors (collectively,“Fairholme”) may collectively acquire beneficial ownership (within the meaning ofRule 13d-3 of the Securities and Exchange Commission under the Securities ExchangeAct of 1934) of up to 30% in the aggregate of the outstanding shares of the VotingStock of the Borrower, provided that: (1) that certain Letter Agreement between theBorrower and Fairholme dated April 6, 2009 (“Standstill Agreement”) is in full forceand effect; (2) the Standstill Period (as defined in the Standstill Agreement) hasnot expired; and (3) neither the Borrower nor Fairholme shall have failed to observeor perform any material covenant, term, condition or agreement contained orincorporated by reference in the Standstill Agreement. For the purposes of thisdefinition, the covenants, terms, conditions or agreements contained in theStandstill Agreement which are deemed material shall include, without limitation,those contained in Sections 1(i), 1(ii) and 2 of the Standstill Agreement.     SECTION 2.01. New Section 5.40. New Section 5.40 is added to the Credit Agreement inappropriate order as follows:     SECTION 5.40. Standstill Agreement. The Borrower shall not, andshall not permit any Loan Party or other Subsidiary to, amend, supplement, restateor otherwise modify the Standstill Agreement without the consent of the RequiredLenders.     SECTION 3. Conditions to Effectiveness. The effectiveness of this Amendment and theobligations of the Lenders hereunder are subject to the following conditions, unless the RequiredLenders waive such conditions:     (a) receipt by the Administrative Agent from each of the parties hereto of a duly executedcounterpart of this Amendment signed by such party;     (b) the Administrative Agent shall have received resolutions from the Borrower and InitialGuarantors and other evidence as the Administrative Agent may reasonably request, respecting theauthorization, execution and delivery of this Amendment; and
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     (c) the fact that the representations and warranties of the Borrower and Initial Guarantorscontained in Section 5 of this Amendment shall be true on and as of the date hereof.     SECTION 4. No Other Amendment. Except for the amendments set forth above and thosecontained in the First Amendment to Credit Agreement dated October 30, 2008 (“First Amendment”),the Second Amendment to Credit Agreement dated February 20, 2009 (“Second Amendment”), the text ofthe Credit Agreement shall remain unchanged and in full force and effect. On and after the ThirdAmendment Effective Date, all references to the Credit Agreement in each of the Loan Documentsshall hereafter mean the Credit Agreement as amended by the First Amendment, the Second Amendmentand this Amendment. This Amendment is not intended to effect, nor shall it be construed as, anovation. The Credit Agreement, the First Amendment, the Second Amendment and this Amendment shallbe construed together as a single agreement. This Amendment shall constitute a Loan Document underthe terms of the Credit Agreement. Nothing herein contained shall waive, annul, vary or affect anyprovision, condition, covenant or agreement contained in the Credit Agreement, except as hereinamended, nor affect nor impair any rights, powers or remedies under the Credit Agreement as herebyamended. The Lenders and the Administrative Agent do hereby reserve all of their rights andremedies against all parties who may be or may hereafter become secondarily liable for therepayment of the Notes. The Borrower and Initial Guarantors promise and agree to perform all ofthe requirements, conditions, agreements and obligations under the terms of the Credit Agreement,as heretofore and hereby amended, and the other Loan Documents being hereby ratified and affirmed.The Borrower and Initial Guarantors hereby expressly agree that the Credit Agreement, as amended,and the other Loan Documents are in full force and effect.     SECTION 5. Representations and Warranties. The Borrower and Initial Guarantorshereby represent and warrant to each of the Lenders as follows:     (a) No Default or Event of Default under the Credit Agreement or any other Loan Document hasoccurred and is continuing unwaived by the Lenders on the date hereof.     (b) The Borrower and Initial Guarantors have the power and authority to enter into thisAmendment and to do all acts and things as are required or contemplated hereunder to be done,observed and performed by them.     (c) This Amendment has been duly authorized, validly executed and delivered by one or moreauthorized officers of the Borrower and Initial Guarantors and constitutes the legal, valid andbinding obligations of the Borrower and Initial Guarantors enforceable against them in accordancewith its terms, provided that such enforceability is subject to general principles of equity.     (d) The execution and delivery of this Amendment and the performance by the Borrower andInitial Guarantors hereunder do not and will not require the consent or approval of any regulatoryauthority or governmental authority or agency having jurisdiction over the Borrower, or any InitialGuarantor, nor be in contravention of or in conflict with the articles of incorporation, bylaws orother organizational documents of the Borrower, or any InitialGuarantor that is a corporation, the articles of organization or operating agreement of any
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InitialGuarantor that is a limited liability company, or the provision of any statute, or any judgment,order or indenture, instrument, agreement or undertaking, to which any Borrower, or any InitialGuarantor is party or by which the assets or properties of the Borrower and Initial Guarantors areor may become bound.          SECTION 6. Counterparts. This Amendment may be executed in multiple counterparts,each of which shall be deemed to be an original and all of which, taken together, shall constituteone and the same agreement.          SECTION 7. Governing Law. This Amendment shall be construed in accordance with andgoverned by the laws of the State of North Carolina.          SECTION 8. Effective Date. This Amendment shall be effective as of May 1, 2009(“Third Amendment Effective Date”).          SECTION 9. Amendment Fee. On the date hereof, the Borrower and the InitialGuarantors shall pay to the Administrative Agent for the ratable account of each Lender anamendment fee in an amount equal to the product of: (i) the amount of such Lender’s RevolverCommitment, times (ii) 0.07%.[The remainder of this page intentionally left blank.]
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          IN WITNESS WHEREOF, the parties hereto have executed and delivered, or have caused theirrespective duly authorized officers or representatives to execute and deliver, this Amendment as ofthe day and year first above written.         **THE ST. JOE COMPANY**         By: