SECOND AMENDMENT TO CREDIT
AGREEMENT
THIS
SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”)
is made as of the 20th day of February, 2009, by and among THE ST.
JOE COMPANY, a Florida corporation, ST. JOE TIMBERLAND COMPANY OF
DELAWARE, L.L.C., a Delaware limited liability company, ST. JOE
FINANCE COMPANY, a Florida corporation, ST. JOE RESIDENTIAL
ACQUISITIONS, INC., a Florida corporation, the LENDERS listed on
the signature pages hereof and BRANCH BANKING AND TRUST COMPANY, as
Administrative Agent.
The
Borrower, the Initial Guarantors, the Administrative Agent and the
Lenders have entered into a certain Credit Agreement dated as of
September 19, 2008, as amended by a First Amendment to Credit
Agreement dated October 30, 2008 (referred to herein as the
“Credit Agreement”). Capitalized terms used in this
Amendment which are not otherwise defined in this Amendment shall
have the respective meanings assigned to them in the Credit
Agreement.
The
Borrower and Initial Guarantors have requested the Administrative
Agent and the Lenders to amend Section 5.07 of the Credit
Agreement. The Lenders, the Administrative Agent, the Initial
Guarantors and the Borrower desire to amend the Credit Agreement
upon the terms and conditions hereinafter set forth.
NOW,
THEREFORE, in consideration of the Recitals and the mutual promises
contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
Borrower, the Initial Guarantors, the Administrative Agent and the
Lenders, intending to be legally bound hereby, agree as
follows:
SECTION
1. Recitals . The Recitals are incorporated herein by
reference and shall be deemed to be a part of this
Amendment.
SECTION
2. Amendments . The Credit Agreement is hereby amended as
set forth in this Section 2 .
SECTION
2.01. Amendment to Section 5.07 . Section 5.07 of
the Credit Agreement is amended and restated to read in its
entirety as follows:
SECTION 5.07.
Minimum Consolidated Tangible Net Worth . Consolidated
Tangible Net Worth shall at no time be less than $900,000,000, plus
100% of the cumulative Net Proceeds of Capital Stock/Conversion of
Debt received during any period after June 30, 2008,
calculated quarterly at the end of each Fiscal Quarter.
SECTION
3. Conditions to Effectiveness . The effectiveness of this
Amendment and the obligations of the Lenders hereunder are subject
to the following conditions, unless the Required Lenders waive such
conditions:
(a) receipt
by the Administrative Agent from each of the parties hereto of a
duly executed counterpart of this Amendment signed by such
party;
(b) the
Administrative Agent shall have received resolutions from the
Borrower and Initial Guarantors and other evidence as the
Administrative Agent may reasonably request, respecting the
authorization, execution and delivery of this Amendment;
and
(c) the
fact that the representations and warranties of the B
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