SECTION 2.02.  Amendment to Section 5.23.  Section 5.23 of the Credit Agreement isamended and restated to read in its entirety as follows:     SECTION 5.23.  Environmental Matters.  No Loan Party or any Subsidiaryof a Loan Party will, nor will any Loan Party permit any Third Party to, use,produce, manufacture, process, treat, recycle, generate, store, dispose of, manageat, or otherwise handle or ship or transport to or from the Properties any HazardousMaterials except for Hazardous Materials used, produced, manufactured, processed,treated, recycled, generated, stored, disposed, managed or otherwise handled in theordinary course of business in compliance in all material respects with allapplicable Environmental Requirements.          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          (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, the textof the Credit Agreement shall remain unchanged and in full force and effect. This Amendment is notintended to effect, nor shall it be construed as, a novation. The Credit Agreement and thisAmendment shall be construed together as a single agreement. Nothing herein contained shall waive,annul, vary or affect any provision, condition, covenant or agreement contained in the CreditAgreement, except as herein amended, nor affect nor impair any rights, powers or remedies under theCredit Agreement as hereby amended. The Lenders and the Administrative Agent do hereby reserve allof their rights and remedies against all parties who may be or may hereafter become secondarilyliable for the repayment of the Notes. The Borrower and Initial Guarantors promise and agree toperform all of the requirements, conditions, agreements and obligations under the terms of theCredit Agreement, as heretofore and hereby amended, and the other Loan Documents being herebyratified and affirmed. The Borrower and Initial Guarantors hereby expressly agree that the CreditAgreement, 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:
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          (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 anyGuarantor, nor be in contravention of or in conflict with the articles of incorporation, bylaws orother organizational documents of the Borrower, or any Guarantor that is a corporation, thearticles of organization or operating agreement of any Guarantor that is a limited liabilitycompany, or the provision of any statute, or any judgment, order or indenture, instrument,agreement or undertaking, to which any Borrower, or any Guarantor is party or by which the assetsor properties of the Borrower and Initial Guarantors are or 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 October 30, 2008.[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**