THIRD AMENDMENT TO CREDIT
AGREEMENT
THIS THIRD
AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is
made as of the 1st day of May, 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 and a Second Amendment to
Credit Agreement dated February 20, 2009 (referred to herein, as so
amended, 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 (i) change the definition of “Change in
Control” within the Credit Agreement and (ii) add new
Section 5.40 to the Credit Agreement, as set forth herein. 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 1.01 . The definition of
“Change in Control” set forth in Section 1.01 of
the Credit Agreement is amended and restated to read in its
entirety as follows:
“Change in
Control” means the occurrence after the Closing Date of any
of the following: (i) any Person or two or more Persons acting
in concert shall have acquired beneficial ownership (within the
meaning of Rule 13d-3 of the Securities and Exchange
Commission under the Securities Exchange Act of 1934)
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 consists of individuals who were not either
(A) directors of the Borrower as of the corresponding date of
the previous year, (B) selected or nominated to become
directors by the board of directors of the Borrower of which a
majority of such board consisted of individuals described in clause
(A), or (C) selected or nominated to become directors by the
board of directors of the Borrower of which a majority of such
board consisted of individuals described in clause (A) and
individuals described in clause (B); notwithstanding the foregoing,
Fairholme Funds, Inc., a Maryland corporation, Fairholme Capital
Management, L.L.C., a Delaware limited liability company, and each
of their respective Affiliates (as defined in the Standstill
Agreement referenced below) and officers and directors
(collectively, “Fairholme”) may collectively acquire
beneficial ownership (within the meaning of Rule 13d-3 of the
Securities and Exchange Commission under the Securities Exchange
Act of 1934) of up to 30% in the aggregate of the outstanding
shares of the Voting Stock of the Borrower, provided that:
(1) that certain Letter Agreement between the Borrower and
Fairholme dated April 6, 2009 (“Standstill
Agreement”) is in full force and effect; (2) the
Standstill Period (as defined in the Standstill Agreement) has not
expired; and (3) neither the Borrower nor Fairholme shall have
failed to observe or perform any material covenant, term, condition
or agreement contained or incorporated by reference in the
Standstill Agreement. For the purposes of this definition, the
covenants, terms, conditions or agreements co
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