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                                                                    Exhibit 10.1

Execution Copy

================================================================================

                               THE ST. JOE COMPANY

          $65,000,000 5.28% Senior Notes, Series G, due August 25, 2015
          $65,000,000 5.38% Senior Notes, Series H, due August 25, 2017
          $20,000,000 5.49% Senior Notes, Series I, due August 25, 2020

                                   ----------

                             NOTE PURCHASE AGREEMENT

                                   ----------

                           Dated as of August 25, 2005

================================================================================



                                TABLE OF CONTENTS

                          (Not a part of the Agreement)



SECTION                              HEADING                                PAGE
- -------                              -------                                ----
                                                                      
SECTION 1.       AUTHORIZATION OF NOTES..................................     1

SECTION 2.       SALE AND PURCHASE OF NOTES; GUARANTY....................     1
   Section 2.1.  Purchase and Sale of Notes..............................     1
   Section 2.2.  Subsidiary Guaranty and Intercreditor Agreement.........     2

SECTION 3.       CLOSING.................................................     3

SECTION 4.       CONDITIONS TO CLOSING...................................     4
   Section 4.1.  Representations and Warranties..........................     4
   Section 4.2.  Performance; No Default.................................     4
   Section 4.3.  Compliance Certificates.................................     4
   Section 4.4.  Opinions of Counsel.....................................     5
   Section 4.5.  Purchase Permitted by Applicable Law, Etc...............     5
   Section 4.6.  Sale of Other Notes.....................................     5
   Section 4.7.  Payment of Special Counsel Fees.........................     5
   Section 4.8.  Private Placement Number................................     5
   Section 4.9.  Changes in Corporate Structure..........................     5
   Section 4.10. Consent.................................................     5
   Section 4.11. Subsidiary Guaranty, Etc................................     6
   Section 4.12. Funding Instructions....................................     6
   Section 4.13. Proceedings and Documents...............................     6

SECTION 5.       REPRESENTATIONS AND WARRANTIES OF THE COMPANY...........     6
   Section 5.1.  Organization; Power and Authority.......................     6
   Section 5.2.  Authorization, Etc......................................     6
   Section 5.3.  Disclosure..............................................     6
   Section 5.4.  Organization and Ownership of Shares of Subsidiaries;
                    Affiliates...........................................     7
   Section 5.5.  Financial Statements....................................     8
   Section 5.6.  Compliance with Laws, Other Instruments, Etc............     8
   Section 5.7.  Governmental Authorizations, Etc........................     8
   Section 5.8.  Litigation; Observance of Agreements, Statutes and
                    Orders...............................................     8
   Section 5.9.  Taxes...................................................     8
   Section 5.10. Title to Property; Leases...............................     9
   Section 5.11. Licenses, Permits, Etc..................................     9
   Section 5.12. Compliance with ERISA...................................     9
   Section 5.13. Private Offering by the Company.........................    10



                                       -i-



                                                                       
   Section 5.14. Use of Proceeds; Margin Regulations.....................    10
   Section 5.15. Existing Indebtedness; Future Liens.....................    11
   Section 5.16. Foreign Assets Control Regulations, Etc.................    11
   Section 5.17. Status under Certain Statutes...........................    11
   Section 5.18. Notes Rank Pari Passu...................................    12
   Section 5.19. Environmental Matters...................................    12

SECTION 6.       REPRESENTATIONS OF THE PURCHASER........................    12
   Section 6.1.  Purchase for Investment.................................    12
   Section 6.2.  Source of Funds.........................................    13

SECTION 7.       INFORMATION AS TO THE COMPANY...........................    14
   Section 7.1.  Financial and Business Information......................    14
   Section 7.2.  Officer's Certificate...................................    17
   Section 7.3.  Inspection..............................................    17

SECTION 8.       PREPAYMENT OF THE NOTES.................................    18
   Section 8.1.  Required Prepayments....................................    18
   Section 8.2.  Optional Prepayments with Make-Whole Amount.............    18
   Section 8.3.  Change in Control.......................................    19
   Section 8.4.  Allocation of Partial Prepayments.......................    21
   Section 8.5.  Maturity; Surrender, Etc................................    21
   Section 8.6.  Purchase of Notes.......................................    21
   Section 8.7.  Make-Whole Amount.......................................    21

SECTION 9.       AFFIRMATIVE COVENANTS...................................    23
   Section 9.1.  Compliance with Law.....................................    23
   Section 9.2.  Insurance...............................................    23
   Section 9.3.  Maintenance of Properties...............................    23
   Section 9.4.  Payment of Taxes and Claims.............................    24
   Section 9.5.  Corporate Existence, Etc................................    24
   Section 9.6.  [Reserved]..............................................    24
   Section 9.7.  Notes to Rank Pari Passu................................    24
   Section 9.8.  Guaranty by Subsidiaries................................    24

SECTION 10.      NEGATIVE COVENANTS......................................    25
   Section 10.1. Leverage Ratio..........................................    25
   Section 10.2. Unencumbered Asset Value Ratio..........................    25
   Section 10.3. Secured Indebtedness Ratio..............................    25
   Section 10.4. Fixed Charges Coverage Ratio............................    25
   Section 10.5. Limitations on Indebtedness.............................    25
   Section 10.6. Limitation on Liens.....................................    26
   Section 10.7. Mergers, Consolidations, Etc............................    28
   Section 10.8. Transactions with Affiliates............................    29



                                      -ii-



                                                                       
   Section 10.9. Nature of Business......................................    29

SECTION 11.      EVENTS OF DEFAULT.......................................    30

SECTION 12.      REMEDIES ON DEFAULT, ETC................................    32
   Section 12.1. Acceleration............................................    32
   Section 12.2. Other Remedies..........................................    33
   Section 12.3. Rescission..............................................    33
   Section 12.4. No Waivers or Election of Remedies, Expenses, Etc.......    33

SECTION 13.      REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES...........    34
   Section 13.1. Registration of Notes...................................    34
   Section 13.2. Transfer and Exchange of Notes..........................    34
   Section 13.3. Replacement of Notes....................................    34
   Section 13.4. Legend..................................................    35

SECTION 14.      PAYMENTS ON NOTES.......................................    35
   Section 14.1. Place of Payment........................................    35
   Section 14.2. Home Office Payment.....................................    35

SECTION 15.      EXPENSES, ETC...........................................    36
   Section 15.1. Transaction Expenses....................................    36
   Section 15.2. Survival................................................    36

SECTION 16.      SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE
                    AGREEMENT............................................    36

SECTION 17.      AMENDMENT AND WAIVER....................................    37
   Section 17.1. Requirements............................................    37
   Section 17.2. Solicitation of Holders of Notes........................    37
   Section 17.3. Binding Effect, Etc.....................................    37
   Section 17.4. Notes Held by Company, Etc..............................    38

SECTION 18.      NOTICES.................................................    38

SECTION 19.      REPRODUCTION OF DOCUMENTS...............................    38

SECTION 20.      CONFIDENTIAL INFORMATION................................    39

SECTION 21.      SUBSTITUTION OF PURCHASER...............................    40



                                      -iii-



                                                                       
SECTION 22.      MISCELLANEOUS...........................................    40
   Section 22.1. Successors and Assigns..................................    40
   Section 22.2. Payments Due on Non-Business Days.......................    40
   Section 22.3. Severability............................................    40
   Section 22.4. Construction............................................    40
   Section 22.5. Counterparts............................................    41
   Section 22.6. Governing Law...........................................    41

Signature................................................................    42



                                      -iv-



SCHEDULE A      -- INFORMATION RELATING TO PURCHASERS

SCHEDULE B      -- DEFINED TERMS

SCHEDULE 2.2(a) -- Subsidiary Guarantors

SCHEDULE 4.9    -- Changes in Corporate Structure

SCHEDULE 5.4    -- Subsidiaries of the Company and Ownership of Subsidiary Stock

SCHEDULE 5.5    -- Financial Statements

SCHEDULE 5.11   -- Patents, Etc.

SCHEDULE 5.14   -- Use of Proceeds

SCHEDULE 5.15   -- Existing Indebtedness

SCHEDULE 10.6   -- Existing Liens

EXHIBIT 1(a)    -- Form of 5.28% Senior Note, Series G, due August 25, 2015

EXHIBIT 1(b)    -- Form of 5.38% Senior Note, Series H, due August 25, 2017

EXHIBIT 1(c)    -- Form of 5.49% Senior Note, Series I, due August 25, 2020

EXHIBIT 2.2(a)  -- Form of Subsidiary Guaranty

EXHIBIT 2.2(c)  -- Form of Intercreditor Agreement

EXHIBIT 4.4(a)  -- Form of Opinion of Counsel for the Company

EXHIBIT 4.4(b)  -- Form of Opinion of Special Counsel for the Purchasers


                                       -v-



                               THE ST. JOE COMPANY
                         245 RIVERSIDE AVENUE, SUITE 500
                           JACKSONVILLE, FLORIDA 32202

          $65,000,000 5.28% Senior Notes, Series G, due August 25, 2015
          $65,000,000 5.38% Senior Notes, Series H, due August 25, 2017
          $20,000,000 5.49% Senior Notes, Series I, due August 25, 2020

                                                     Dated as of August 25, 2005

TO THE PURCHASER LISTED IN THE ATTACHED
SCHEDULE A WHO IS A SIGNATORY HERETO:

Ladies and Gentlemen:

     THE ST. JOE COMPANY, a Florida corporation (the "Company"), agrees with you
as follows:

SECTION 1. AUTHORIZATION OF NOTES.

     The Company will authorize the issue and sale of (a) $65,000,000 aggregate
principal amount of its 5.28% Senior Notes, Series G, due August 25, 2015 (the
"Series G Notes"), (b) $65,000,000 aggregate principal amount of its 5.38%
Senior Notes, Series H, due August 25, 2017 (the "Series H Notes") and (c)
$20,000,000 aggregate principal amount of its 5.49% Senior Notes, Series I, due
August 25, 2020 (the "Series I Notes"; the Series I Notes, the Series H Notes
and the Series G Notes being hereinafter collectively referred to as the
"Notes," such term to include any such notes issued in substitution therefor
pursuant to SECTION 13 of this Agreement or the Other Agreements (as hereinafter
defined)). The Notes shall be substantially in the form set out in EXHIBIT 1(A),
EXHIBIT 1(B) and EXHIBIT 1(C), respectively, with such changes therefrom, if
any, as may be approved by you and the Company. Certain capitalized terms used
in this Agreement are defined in SCHEDULE B; references to a "Schedule" or an
"Exhibit" are, unless otherwise specified, to a Schedule or an Exhibit attached
to this Agreement.

SECTION 2. SALE AND PURCHASE OF NOTES; GUARANTY.

     Section 2.1. Purchase and Sale of Notes. Subject to the terms and
conditions of this Agreement, the Company will issue and sell to you and you
will purchase from the Company, at the Closing provided for in SECTION 3, Notes
in the principal amount and of the series specified opposite your name in
SCHEDULE A at the purchase price of 100% of the principal amount thereof.
Contemporaneously with entering into this Agreement, the Company is entering
into separate Note Purchase Agreements (the "Other Agreements") identical with
this Agreement with each of the other purchasers named in SCHEDULE A (the "Other
Purchasers"), providing for the sale at such Closing to each of the Other
Purchasers of Notes in the principal amount and of the series specified opposite
its name in SCHEDULE A. Your obligation hereunder, and the



obligations of the Other Purchasers under the Other Agreements, are several and
not joint obligations, and you shall have no obligation under any Other
Agreement and no liability to any Person for the performance or nonperformance
by any Other Purchaser thereunder.

     Section 2.2. Subsidiary Guaranty and Intercreditor Agreement. (a) The
payment by the Company of all amounts due with respect to the Notes and the
performance by the Company of its obligations under this Agreement and the Other
Agreements will be absolutely and unconditionally guaranteed by the entities
identified on SCHEDULE 2.2(A) (together with any additional Subsidiary who
delivers a guaranty pursuant to SECTION 9.8, the "Subsidiary Guarantors")
pursuant to the guaranty agreement substantially in the form of EXHIBIT 2.2(A)
attached hereto and made a part hereof (as the same may be amended, modified,
extended or renewed, the "Subsidiary Guaranty").

     (b) The Notes will be entitled to the benefit of and will be secured by the
Second Amended and Restated Pledge Agreement dated as of June 8, 2004 (as the
same may be further amended, supplemented, restated or otherwise modified from
time to time, the "Pledge Agreement") by and between St. Joe Finance Company, a
Florida corporation (the "Pledgor"), and Wachovia Bank, National Association, as
collateral agent.

     (c) The enforcement of the rights and benefits in respect of the Subsidiary
Guaranty and the Pledge Agreement and the allocation of proceeds thereof shall
be subject to an intercreditor agreement substantially in the form of EXHIBIT
2.2(C) attached hereto and made a part hereof (as the same may be amended,
modified, extended or renewed, the "Intercreditor Agreement").

     (d) The holders of the Notes acknowledge and agree that such holders will
discharge and release any Subsidiary Guarantor from the Subsidiary Guaranty to
which it is a party pursuant to the written request of the Company, provided
that (i) such Subsidiary Guarantor has been released and discharged as an
obligor and guarantor under and in respect of all Indebtedness of the Company
pursuant to the Bank Credit Agreement and the Company so certifies to the
holders of the Notes in a certificate which accompanies such request for release
and discharge, (ii) any such release and discharge shall be expressly
conditioned upon receipt by the holders of the Notes of a written agreement
executed by the Subsidiary Guarantor to be released pursuant to which such
Subsidiary Guarantor shall agree that if, for any reason whatsoever, it
thereafter becomes an obligor or guarantor under and in respect of any
Indebtedness of the Company pursuant to the Bank Credit Agreement, then such
Subsidiary Guarantor shall contemporaneously provide written notice thereof to
the holders of the Notes accompanied by an executed Subsidiary Guaranty of such
Subsidiary Guarantor, and (iii) at the time of such release and discharge, the
Company shall deliver a certificate of a Responsible Officer to the holders of
the Notes to the effect that no Default or Event of Default exists.

     (e) The Company agrees that it will not, nor will it permit any Subsidiary
or any Affiliate which the Company controls to, directly or indirectly, pay or
cause to be paid any consideration or remuneration, whether by way of
supplemental or additional interest, fee or otherwise, to any creditor of the
Company or any Subsidiary Guarantor, as the case may be, as consideration for or
as an inducement to the entering into by any such creditor of any release or


                                       -2-



discharge of any Subsidiary Guarantor with respect to any liability of such
Subsidiary Guarantor as an obligor or guarantor under or in respect of
Indebtedness of the Company, unless such consideration or remuneration is
concurrently paid, on the same terms, ratably to the holders of all of the Notes
then outstanding.

     (f) The holders of the Notes acknowledge and agree that the Pledgor shall
be deemed discharged and released from the Pledge Agreement upon the written
request of the Company, provided that (i) the Agent agrees in writing for and on
behalf of itself and the lenders which are parties to the Bank Credit Agreement
that the Pledge Agreement may be released and discharged, which certification
shall accompany the Company's request for such release and discharge, (ii) the
Collateral Agent (acting at the direction of the Majority Creditors under the
Intercreditor Agreement) agrees in writing for and on behalf of itself and the
Creditors (as defined in the Intercreditor Agreement) that the Pledge Agreement
may be released and discharged, which certification shall accompany the
Company's request for such release and discharge, (iii) any such release and
discharge shall be expressly conditioned upon receipt by the holders of the
Notes of a written agreement executed by the Pledgor pursuant to which the
Pledgor shall agree that if, for any reason whatsoever, it thereafter becomes a
pledgor in respect of any stock of, or notes issued by, any Subsidiary of the
Company pursuant to the Bank Credit Agreement, the 2002 Note Documentation or
the 2004 Note Documentation, then the Company shall contemporaneously provide
written notice thereof to the holders of the Notes accompanied by an executed
Pledge Agreement for the benefit of the holders of the Notes equally and ratably
securing the holders of the Notes, the Agent and lenders pursuant to the Bank
Credit Agreement, the holders of the 2002 Notes and the holders of the 2004
Notes, and (iv) at the time of such release and discharge, the Company shall
deliver a certificate of a Responsible Officer to the holders of the Notes to
the effect that no Default or Event of Default exists.

SECTION 3. CLOSING.

     The sale and purchase of the Notes to be purchased by you and the Other
Purchasers shall occur at the offices of Chapman and Cutler LLP, 111 West Monroe
Street, Chicago, Illinois 60603, at 10:00 a.m. Chicago time, at a closing (the
"Closing") on August 25, 2005. At the Closing the Company will deliver to you
the Notes of the series to be purchased by you in the form of a single Note (or
such greater number of Notes in denominations of at least $100,000 as you may
request) dated the date of the Closing and registered in your name (or in the
name of your nominee), against delivery by you to the Company or its order of
immediately available funds in the amount of the purchase price therefor by wire
transfer of immediately available funds for the account of the Company to
account number 2112620925448 at Wachovia Bank, National Association,
Jacksonville, Florida, ABA #063000021. If at the Closing the Company shall fail
to tender such Notes to you as provided above in this SECTION 3, or any of the
conditions specified in SECTION 4 shall not have been fulfilled to your
satisfaction, you shall, at your election, be relieved of all further
obligations under this Agreement, without thereby waiving any rights you may
have by reason of such failure or such nonfulfillment.


                                       -3-



SECTION 4. CONDITIONS TO CLOSING.

     Your obligation to purchase and pay for the Notes to be sold to you at the
Closing is subject to the fulfillment to your satisfaction, prior to or at the
Closing, of the following conditions:

     Section 4.1. Representations and Warranties. (a) The representations and
warranties of the Company in this Agreement shall be correct when made and at
the time of the Closing.

     (b) The representations and warranties of each Subsidiary Guarantor in the
Subsidiary Guaranty shall be correct when made and at the time of Closing.

     Section 4.2. Performance; No Default. (a) The Company shall have performed
and complied with all agreements and conditions contained in this Agreement
required to be performed or complied with by it prior to or at the Closing, and
after giving effect to the issue and sale of the Notes (and the application of
the proceeds thereof as contemplated by SCHEDULE 5.14), no Default or Event of
Default shall have occurred and be continuing. Neither the Company nor any
Subsidiary shall have entered into any transaction since the date of the
Memorandum that would have been prohibited by SECTION 10 hereof had such Section
applied since such date.

     (b) Each Subsidiary Guarantor shall have performed and complied with all
agreements and conditions contained in the Subsidiary Guaranty required to be
performed and complied with by it prior to or at the Closing, and after giving
effect to the issue and sale of Notes (and the application of the proceeds
thereof as contemplated by SCHEDULE 5.14), no Default or Event of Default shall
have occurred and be continuing.

     Section 4.3. Compliance Certificates.

     (a) Officer's Certificate. The Company shall have delivered to you an
Officer's Certificate, dated the date of the Closing, certifying that the
conditions specified in SECTIONS 4.1(A), 4.2(A) and 4.9 have been fulfilled.

     (b) Subsidiary Guarantor Officer's Certificate. Each Subsidiary Guarantor
shall have delivered to you a certificate of an authorized officer, dated the
date of the Closing, certifying that the conditions set forth in SECTIONS
4.1(B), 4.2(B) and 4.9 have been fulfilled.

     (c) Secretary's Certificate. The Company shall have delivered to you a
certificate certifying as to the true, correct and complete resolutions attached
thereto and to other corporate proceedings relating to the authorization,
execution and delivery of the Notes and the Agreements.

     (d) Subsidiary Guarantor Secretary's Certificate. Each Subsidiary Guarantor
shall have delivered to you a certificate certifying as to the true, correct and
complete resolutions attached thereto and to other corporate proceedings
relating to the authorization, execution and delivery of the Subsidiary
Guaranty.


                                       -4-



     Section 4.4. Opinions of Counsel. You shall have received opinions in form
and substance satisfactory to you, dated the date of the Closing (a) from Foley
& Lardner LLP or internal counsel for the Company and the Subsidiary Guarantors,
covering the matters set forth in EXHIBIT 4.4(A) and covering such other matters
incident to the transactions contemplated hereby as you or your counsel may
reasonably request (and the Company and Subsidiary Guarantors hereby instruct
its counsel to deliver such opinion to you) and (b) from Chapman and Cutler LLP,
your special counsel in connection with such transactions, substantially in the
form set forth in EXHIBIT 4.4(B) and covering such other matters incident to
such transactions as you may reasonably request.

     Section 4.5. Purchase Permitted by Applicable Law, Etc. On the date of the
Closing your purchase of Notes shall (a) be permitted by the laws and
regulations of each jurisdiction to which you are subject, without recourse to
provisions (such as Section 1405(a)(8) of the New York Insurance Law) permitting
limited investments by insurance companies without restriction as to the
character of the particular investment, (b) not violate any applicable law or
regulation (including, without limitation, Regulation T, U or X of the Board of
Governors of the Federal Reserve System) and (c) not subject you to any tax,
penalty or liability under or pursuant to any applicable law or regulation,
which law or regulation was not in effect on the date hereof. If requested by
you, you shall have received an Officer's Certificate certifying as to such
matters of fact as you may reasonably specify to enable you to determine whether
such purchase is so permitted.

     Section 4.6. Sale of Other Notes. Contemporaneously with the Closing, the
Company shall sell to the Other Purchasers, and the Other Purchasers shall
purchase, the Notes to be purchased by them at the Closing as specified in
SCHEDULE A.

     Section 4.7. Payment of Special Counsel Fees. Without limiting the
provisions of SECTION 15.1, the Company shall have paid on or before the Closing
the fees, charges and disbursements of your special counsel referred to in
SECTION 4.4 to the extent reflected in a statement of such counsel rendered to
the Company at least one Business Day prior to the Closing.

     Section 4.8. Private Placement Number. A Private Placement Number issued by
Standard & Poor's CUSIP Service Bureau (in cooperation with the Securities
Valuation Office of the National Association of Insurance Commissioners) shall
have been obtained for each series of the Notes.

     Section 4.9. Changes in Corporate Structure. Except as specified in
SCHEDULE 4.9, the Company and the Subsidiary Guarantors shall not have changed
their respective jurisdiction of incorporation or been a party to any merger or
consolidation and shall not have succeeded to all or any substantial part of the
liabilities of any other entity, at any time following the date of the most
recent financial statements referred to in SCHEDULE 5.5.

     Section 4.10. Consent. You shall have received true, correct and complete
copies, certified by a Responsible Officer of the Company of: (a) the Bank
Credit Agreement, (b) the Pledge Agreement and (c) any necessary amendments,
consents or waivers to each of the Bank


                                       -5-



Credit Agreement, the Pledge Agreement and the Intercreditor Agreement to permit
the issuance and sale of the Notes with the benefit of the Intercreditor
Agreement.

     Section 4.11. Subsidiary Guaranty, Etc. The Subsidiary Guaranty, the Pledge
Agreement and the Intercreditor Agreement shall be in full force and effect and
shall constitute the legal, valid and binding obligations of all of the parties
thereto.

     Section 4.12. Funding Instructions. At least three Business Days prior to
the date of the Closing, you shall have received written instructions executed
by a Responsible Officer of the Company directing the manner of the payment of
funds and setting forth (a) the name and address of the transferee bank, (b)
such transferee bank's ABA number, (c) the account name and number into which
the purchase price for the Notes is to be deposited, and (d) the name and
telephone number of the account representative responsible for verifying receipt
of such funds.

     Section 4.13. Proceedings and Documents. All corporate and other
proceedings in connection with the transactions contemplated by this Agreement
and all documents and instruments incident to such transactions shall be
satisfactory to you and your special counsel, and you and your special counsel
shall have received all such counterpart originals or certified or other copies
of such documents as you or they may reasonably request.

SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

     The Company represents and warrants to you that:

     Section 5.1. Organization; Power and Authority. The Company is a
corporation duly organized, validly existing and in good standing under the laws
of its jurisdiction of incorporation, and is duly qualified as a foreign
corporation and is in good standing in each jurisdiction in which such
qualification is required by law, other than those jurisdictions as to which the
failure to be so qualified or in good standing could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect. The Company
has the corporate power and authority to own or hold under lease the properties
it purports to own or hold under lease, to transact the business it transacts
and proposes to transact, to execute and deliver this Agreement and the Other
Agreements and the Notes and to perform the provisions hereof and thereof.

     Section 5.2. Authorization, Etc. This Agreement, the Other Agreements and
the Notes have been duly authorized by all necessary corporate action on the
part of the Company, and this Agreement constitutes, and upon execution and
delivery thereof each Note will constitute, a legal, valid and binding
obligation of the Company enforceable against the Company in accordance with its
terms, except as such enforceability may be limited by (a) applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting the enforcement of creditors' rights generally and (b) general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).

     Section 5.3. Disclosure. The Company, through its agent, Wachovia
Securities, has prior to the date hereof delivered to you and each Other
Purchaser a copy of a Private Placement


                                       -6-



Memorandum dated July 12, 2005 (the "Memorandum"), as supplemented by the
Company's Quarterly Report on Form 10-Q for the quarter ending June 30, 2005,
relating to the transactions contemplated hereby. The Memorandum fairly
describes, in all material respects, the general nature of the business and
principal properties of the Company and its Subsidiaries. This Agreement, the
Memorandum, the documents, certificates or other writings delivered to you by or
on behalf of the Company in connection with the transactions contemplated hereby
and the financial statements listed in SCHEDULE 5.5, taken as a whole, do not
contain any untrue statement of a material fact or omit to state any material
fact necessary to make the statements therein not misleading in light of the
circumstances under which they were made. Since December 31, 2004, there has
been no change in the financial condition, operations, business or properties of
the Company or any Subsidiary except changes that individually or in the
aggregate could not reasonably be expected to have a Material Adverse Effect.
There is no fact known to the Company that could reasonably be expected to have
a Material Adverse Effect that has not been set forth herein or in the
Memorandum or in the other documents, certificates and other writings delivered
to you by or on behalf of the Company specifically for use in connection with
the transactions contemplated hereby.

     Section 5.4. Organization and Ownership of Shares of Subsidiaries;
Affiliates. (a) SCHEDULE 5.4 contains (except as noted therein) complete and
correct lists (i) of the Company's Subsidiaries, showing, as to each Subsidiary,
the correct name thereof, the jurisdiction of its organization, and the
percentage of shares of each class of its capital stock or similar equity
interests outstanding owned by the Company and each other Subsidiary, (ii) of
the Company's Affiliates, other than Subsidiaries, and (iii) of the Company's
directors and senior officers.

     (b) All of the outstanding shares of capital stock or similar equity
interests of each Subsidiary shown in SCHEDULE 5.4 as being owned by the Company
and its Subsidiaries have been validly issued, are fully paid and nonassessable
and are owned by the Company or another Subsidiary free and clear of any Lien
(except as otherwise disclosed in SCHEDULE 5.4).

     (c) Each Subsidiary identified in SCHEDULE 5.4 is a corporation or other
legal entity duly organized, validly existing and in good standing under the
laws of its jurisdiction of organization, and is duly qualified as a foreign
corporation or other legal entity and is in good standing in each jurisdiction
in which such qualification is required by law, other than those jurisdictions
as to which the failure to be so qualified or in good standing could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. Each such Subsidiary has the corporate or other power and
authority to own or hold under lease the properties it purports to own or hold
under lease and to transact the business it transacts and proposes to transact.

     (d) No Subsidiary is a party to, or otherwise subject to, any legal
restriction or any agreement (other than this Agreement, the agreements listed
on SCHEDULE 5.4 and customary limitations imposed by corporate law statutes)
restricting the ability of such Subsidiary to pay dividends out of profits or
make any other similar distributions of profits to the Company or any of its
Subsidiaries that owns outstanding shares of capital stock or similar equity
interests of such Subsidiary.


                                       -7-



     Section 5.5. Financial Statements. The Company has delivered to each
Purchaser copies of the financial statements of the Company and its Subsidiaries
listed on SCHEDULE 5.5. All of said financial statements (including in each case
the related schedules and notes) fairly present in all material respects the
consolidated financial position of the Company and its Subsidiaries as of the
respective dates specified in such financial statements and the consolidated
results of their operations and cash flows for the respective periods so
specified and have been prepared in accordance with GAAP consistently applied
throughout the periods involved except as set forth in the notes thereto
(subject, in the case of any interim financial statements, to normal year-end
adjustments).

     Section 5.6. Compliance with Laws, Other Instruments, Etc. The execution,
delivery and performance by the Company of this Agreement and the Notes will not
(a) contravene, result in any breach of, or constitute a default under, or
result in the creation of any Lien in respect of any property of the Company or
any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or
credit agreement, lease, corporate charter or by-laws, or any other agreement or
instrument to which the Company or any Subsidiary is bound or by which the
Company or any Subsidiary or any of their respective properties may be bound or
affected, (b) conflict with or result in a breach of any of the terms,
conditions or provisions of any order, judgment, decree, or ruling of any court,
arbitrator or Governmental Authority applicable to the Company or any Subsidiary
or (c) violate any provision of any statute or other rule or regulation of any
Governmental Authority applicable to the Company or any Subsidiary.

     Section 5.7. Governmental Authorizations, Etc. No consent, approval or
authorization of, or registration, filing or declaration with, any Governmental
Authority is required in connection with the execution, delivery or performance
by the Company of this Agreement or the Notes, except for routine filings by the
Company under the Exchange Act to comply with reporting obligations thereunder.

     Section 5.8. Litigation; Observance of Agreements, Statutes and Orders. (a)
There are no actions, suits or proceedings pending or, to the knowledge of the
Company, threatened against or affecting the Company or any Subsidiary or any
property of the Company or any Subsidiary in any court or before any arbitrator
of any kind or before or by any Governmental Authority that, individually or in
the aggregate, could reasonably be expected to have a Material Adverse Effect.

     (b) Neither the Company nor any Subsidiary is in default under any term of
any agreement or instrument to which it is a party or by which it is bound, or
any order, judgment, decree or ruling of any court, arbitrator or Governmental
Authority or is in violation of any applicable law, ordinance, rule or
regulation (including without limitation Environmental Laws) of any Governmental
Authority, which default or violation, individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect.

     Section 5.9. Taxes. The Company and its Subsidiaries have filed all tax
returns that are required to have been filed in any jurisdiction, and have paid
all taxes shown to be due and payable on such returns and all other taxes and
assessments levied upon them or their properties, assets, income or franchises,
to the extent such taxes and assessments have become due and payable and before
they have become delinquent, except for any taxes and assessments (a) the


                                       -8-



amount of which is not individually or in the aggregate Material or (b) the
amount, applicability or validity of which is currently being contested in good
faith by appropriate proceedings and with respect to which the Company or a
Subsidiary, as the case may be, has established adequate reserves in accordance
with GAAP. The Company knows of no basis for any other tax or assessment that
could reasonably be expected to have a Material Adverse Effect. The charges,
accruals and reserves on the books of the Company and its Subsidiaries in
respect of Federal, state or other taxes for all fiscal periods are adequate.
The Federal income tax liabilities of the Company and its Subsidiaries which
join in the filing of the Company's federal income tax return have been
determined by the Internal Revenue Service and paid for all fiscal years up to
and including the fiscal year ended December 31, 1999. The Federal tax returns
of the Company and its Subsidiaries for the fiscal years ended December 31,
2000, 2001, 2002 and 2003 have been submitted to the Internal Revenue Service
though their audits have not been completed.

     Section 5.10. Title to Property; Leases. The Company and its Subsidiaries
have good and sufficient title to their respective properties that individually
or in the aggregate are Material, including all such properties reflected in the
most recent audited balance sheet referred to in SECTION 5.5 or purported to
have been acquired by the Company or any Subsidiary after said date (except as
sold or otherwise disposed of since such date for fair value), in each case free
and clear of Liens prohibited by this Agreement. All leases that individually or
in the aggregate are Material are valid and subsisting and are in full force and
effect in all material respects.

     Section 5.11. Licenses, Permits, Etc. Except as disclosed in SCHEDULE 5.11,

          (a) the Company and its Subsidiaries own or possess all licenses,
     permits, franchises, authorizations, patents, copyrights, service marks,
     trademarks and trade names, or rights thereto, that individually or in the
     aggregate are Material, without known conflict with the rights of others;

          (b) to the best knowledge of the Company, no product or service of the
     Company or any of its Subsidiaries infringes any license, permit,
     franchise, authorization, patent, copyright, service mark, trademark, trade
     name or other right owned by any other Person where the infringement,
     individually or in the aggregate, would be likely to result in a Material
     Adverse Effect; and

          (c) to the best knowledge of the Company, there is no violation by any
     Person of any right of the Company or any of its Subsidiaries with respect
     to any patent, copyright, service mark, trademark, trade name or other
     right owned or used by the Company or any of its Subsidiaries where the
     violation, individually or in the aggregate, would be likely to result in a
     Material Adverse Effect.

     Section 5.12. Compliance with ERISA. (a) The Company and each ERISA
Affiliate have operated and administered each Plan in compliance with all
applicable laws except for such instances of noncompliance as have not resulted
in and could not reasonably be expected to result in a Material Adverse Effect.
Neither the Company nor any ERISA Affiliate has incurred any liability pursuant
to Title I or IV of ERISA or the penalty or excise tax provisions of the Code
relating to employee benefit plans (as defined in Section 3 of ERISA), and no
event,


                                       -9-



transaction or condition has occurred or exists that could reasonably be
expected to result in the incurrence of any such liability by the Company or any
ERISA Affiliate, or in the imposition of any Lien on any of the rights,
properties or assets of the Company or any ERISA Affiliate, in either case
pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions
or to Section 401(a)(29) or 412 of the Code, other than such liabilities or
Liens as would not be individually or in the aggregate Material.

     (b) The present value of the aggregate benefit liabilities under each of
the Plans (other than Multiemployer Plans), determined as of the end of such
Plan's most recently ended plan year on the basis of the actuarial assumptions
specified for funding purposes in such Plan's most recent actuarial valuation
report, did not exceed the aggregate current value of the assets of such Plan
allocable to such benefit liabilities. The term "benefit liabilities" has the
meaning specified in Section 4001 of ERISA and the terms "current value" and
"present value" have the meaning specified in Section 3 of ERISA.

     (c) The Company and its ERISA Affiliates have not incurred withdrawal
liabilities (and are not subject to contingent withdrawal liabilities) under
Section 4201 or 4204 of ERISA in respect of Multiemployer Plans that
individually or in the aggregate are Material.

     (d) The expected post-retirement benefit obligation (determined as of the
last day of the Company's most recently ended fiscal year in accordance with
Financial Accounting Standards Board Statement No. 106, without regard to
liabilities attributable to continuation coverage mandated by Section 4980B of
the Code) of the Company and its Subsidiaries is not Material.

     (e) The execution and delivery of this Agreement and the issuance and sale
of the Notes hereunder will not involve any transaction that is subject to the
prohibitions of Section 406 of ERISA or in connection with which a tax could be
imposed pursuant to Section 4975(c)(1)(A)-(D) of the Code. The representation by
the Company in the first sentence of this SECTION 5.12(E) is made in reliance
upon and subject to the accuracy of your representation in SECTION 6.2 as to the
sources of the funds used to pay the purchase price of the Notes to be purchased
by you.

     Section 5.13. Private Offering by the Company. Neither the Company nor
anyone acting on its behalf has offered the Notes, the Subsidiary Guaranty or
any similar securities for sale to, or solicited any offer to buy any of the
same from, or otherwise approached or negotiated in respect thereof with, any
Person other than you, the Other Purchasers and not more than 55 other
Institutional Investors, each of which has been offered the Notes at a private
sale for investment. Neither the Company nor anyone acting on its behalf has
taken, or will take, any action that would subject the issuance or sale of the
Notes or the Subsidiary Guaranty to the registration requirements of Section 5
of the Securities Act.

     Section 5.14. Use of Proceeds; Margin Regulations. The Company will apply
the proceeds of the sale of the Notes as set forth in SCHEDULE 5.14. No part of
the proceeds from the sale of the Notes hereunder will be used, directly or
indirectly, for the purpose of buying or carrying any margin stock within the
meaning of Regulation U of the Board of Governors of the Federal Reserve System
(12 CFR 221), or for the purpose of buying or carrying or trading in any


                                      -10-



securities under such circumstances as to involve the Company in a violation of
Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a
violation of Regulation T of said Board (12 CFR 220). Margin stock does not
constitute more than 2% of the value of the consolidated assets of the Company
and its Subsidiaries and the Company does not have any present intention that
margin stock will constitute more than 2% of the value of such assets. As used
in this Section, the terms "margin stock" and "purpose of buying or carrying"
shall have the meanings assigned to them in said Regulation U.

     Section 5.15. Existing Indebtedness; Future Liens. (a) SCHEDULE 5.15 sets
forth a complete and correct list of all outstanding Indebtedness of the Company
and its Subsidiaries as of August 19, 2005, since which date there have been no
Material changes in the amounts, interest rates, sinking funds, installment
payments or maturities of the Indebtedness of the Company or any Subsidiary.
Neither the Company nor any Subsidiary is in default and no waiver of default is
currently in effect, in the payment of any principal or interest on any
Indebtedness of the Company or such Subsidiary and no event or condition exists
with respect to any Indebtedness of the Company or any Subsidiary that would
permit (or that with notice or the lapse of time, or both, would permit) one or
more Persons to cause such Indebtedness to become due and payable before its
stated maturity or before its regularly scheduled dates of payment.

     (b) Except as disclosed in SCHEDULE 5.15, neither the Company nor any
Subsidiary has agreed or consented to cause or permit in the future (upon the
happening of a contingency or otherwise) any of its property, whether now owned
or hereafter acquired, to be subject to a Lien not permitted by SECTION 10.6.

     Section 5.16. Foreign Assets Control Regulations, Etc. (a) Neither the sale
of the Notes by the Company hereunder nor its use of the proceeds thereof will
violate the Trading with the Enemy Act, as amended, or any of the foreign assets
control regulations of the United States Treasury Department (31 CFR, Subtitle
B, Chapter V, as amended) or any enabling legislation or executive order
relating thereto.

     (b) Neither the Company nor any Subsidiary (i) is, or will become, a Person
described or designated in the Specially Designated Nationals and Blocked
Persons List of the Office of Foreign Assets Control or in Section 1 of the
Anti-Terrorism Order or (ii) engages or will engage in any dealings or
transactions, or is or will be otherwise associated, with any such Person. The
Company and its Subsidiaries are in compliance, in all material respects, with
the USA Patriot Act.

     (c) No part of the proceeds from the sale of the Notes hereunder will be
used, directly or indirectly, for any payments to any governmental official or
employee, political party, official of a political party, candidate for
political office, or anyone else acting in an official capacity, in order to
obtain, retain or direct business or obtain any improper advantage, in violation
of the United States Foreign Corrupt Practices Act of 1977, as amended, assuming
in all cases that such Act applies to the Company.

     Section 5.17. Status under Certain Statutes. Neither the Company nor any
Subsidiary is an "investment company" registered or required to be registered or
subject to regulation under


                                      -11-



the Investment Company Act of 1940, as amended, or is subject to regulation
under the Public Utility Holding Company Act of 1935, as amended, the ICC
Termination Act of 1995, as amended, or the Federal Power Act, as amended.

     Section 5.18. Notes Rank Pari Passu. The obligations of the Company under
this Agreement and the Notes rank at least pari passu in right of payment with
all other Senior Indebtedness (actual or contingent) of the Company, including,
without limitation, all Senior Indebtedness of the Company described in SCHEDULE
5.15 hereto.

     Section 5.19. Environmental Matters. Neither the Company nor any Subsidiary
has knowledge of any claim or has received any notice of any claim, and no
proceeding has been instituted raising any claim against the Company or any of
its Subsidiaries or any of their respective real properties now or formerly
owned, leased or operated by any of them or other assets, alleging any damage to
the environment or violation of any Environmental Laws, except, in each case,
such as could not reasonably be expected to result in a Material Adverse Effect.

     (a) Neither the Company nor any Subsidiary has knowledge of any facts which
would give rise to any claim, public or private, of violation of Environmental
Laws or damage to the environment emanating from, occurring on or in any way
related to real properties now or formerly owned, leased or operated by any of
them or to other assets or their use, except, in each case, such as could not
reasonably be expected to result in a Material Adverse Effect.

     (b) Neither the Company nor any of its Subsidiaries has stored any
Hazardous Materials on real properties now or formerly owned, leased or operated
by any of them nor has disposed of any Hazardous Materials in a manner contrary
to any Environmental Laws in each case in any manner that could reasonably be
expected to result in a Material Adverse Effect.

     (c) All buildings on all real properties now owned, leased or operated by
the Company or any of its Subsidiaries are in compliance with applicable
Environmental Laws, except where failure to comply could not reasonably be
expected to result in a Material Adverse Effect.

SECTION 6. REPRESENTATIONS OF THE PURCHASER.

     Section 6.1. Purchase for Investment. (a) You represent that you are
purchasing the Notes for your own account or for one or more separate accounts
maintained by you or for the account of one or more pension or trust funds and
not with a view to the distribution thereof; provided that the disposition of
your or their property shall at all times be within your or their control. In
addition, you represent that you are an institutional accredited investor within
the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act. You
understand that the Notes have not been registered under the Securities Act and
may be resold only if registered pursuant to the provisions of the Securities
Act or if an exemption from registration is available, except under
circumstances where neither such registration nor such an exemption is required
by law, and that the Company is not required to register the Notes.

     (b) You acknowledge that you have received such information concerning the
Company and the Notes and have been given the opportunity to ask such questions
of and


                                      -12-



receive answers from representatives of the Company as you deem sufficient,
based on information provided by the Company to you, to make an informed
investment decision with respect to the Notes.

     Section 6.2. Source of Funds. You represent that at least one of the
following statements is an accurate representation as to each source of funds (a
"Source") to be used by you to pay the purchase price of the Notes to be
purchased by you hereunder:

          (a) the Source is an "insurance company general account" (as the term
     is defined in the United States Department of Labor's Prohibited
     Transaction Exemption ("PTE") 95-60) in respect of which the reserves and
     liabilities (as defined by the annual statement for life insurance
     companies approved by the National Association of Insurance Commissioners
     (the "NAIC Annual Statement")) for the general account contract(s) held by
     or on behalf of any employee benefit plan together with the amount of the
     reserves and liabilities for the general account contract(s) held by or on
     behalf of any other employee benefit plans maintained by the same employer
     (or affiliate thereof as defined in PTE 95-60) or by the same employee
     organization in the general account do not exceed 10% of the total reserves
     and liabilities of the general account (exclusive of separate account
     liabilities) plus surplus as set forth in the NAIC Annual Statement filed
     with your state of domicile; or

          (b) the Source is a separate account that is maintained solely in
     connection with such Purchaser's fixed contractual obligations under which
     the amounts payable, or credited, to any employee benefit plan (or its
     related trust) that has any interest in such separate account (or to any
     participant or beneficiary of such plan (including any annuitant)) are not
     affected in any manner by the investment performance of the separate
     account; or

          (c) the Source is either (i) an insurance company pooled separate
     account, within the meaning of PTE 90-1 or (ii) a bank collective
     investment fund, within the meaning of the PTE 91-38 and, except as
     disclosed by you to the Company in writing pursuant to this clause (c), no
     employee benefit plan or group of plans maintained by the same employer or
     employee organization beneficially owns more than 10% of all assets
     allocated to such pooled separate account or collective investment fund; or

          (d) the Source constitutes assets of an "investment fund" (within the
     meaning of Part V of PTE 84-14 (the "QPAM Exemption")) managed by a
     "qualified professional asset manager" or "QPAM" (within the meaning of
     Part V of the QPAM Exemption), no employee benefit plan's assets that are
     included in such investment fund, when combined with the assets of all
     other employee benefit plans established or maintained by the same employer
     or by an affiliate (within the meaning of Section V(c)(1) of the QPAM
     Exemption) of such employer or by the same employee organization and
     managed by such QPAM, exceed 20% of the total client assets managed by such
     QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are
     satisfied, neither the QPAM nor a person controlling or controlled by the
     QPAM (applying the definition of "control" in Section V(e) of the QPAM
     Exemption) owns a 5% or more interest in the Company


                                      -13-



     and (i) the identity of such QPAM and (ii) the names of all employee
     benefit plans whose assets are included in such investment fund have been
     disclosed to the Company in writing pursuant to this clause (d); or

          (e) the Source constitutes assets of a "plan(s)" (within the meaning
     of Section IV of PTE 96-23 (the "INHAM Exemption")) managed by an "in-house
     asset manager" or "INHAM" (within the meaning of Part IV of the INHAM
     exemption), the conditions of Part I(a), (g) and (h) of the INHAM Exemption
     are satisfied, neither the INHAM nor a person controlling or controlled by
     the INHAM (applying the definition of "control" in Section IV(h) of the
     INHAM Exemption) owns a 5% or more interest in the Company and (i) the
     identity of such INHAM and (ii) the name(s) of the employee benefit plan(s)
     whose assets constitute the Source have been disclosed to the Company in
     writing pursuant to this clause (e); or

          (f) the Source is a governmental plan; or

          (g) the Source is one or more employee benefit plans, or a separate
     account or trust fund comprised of one or more employee benefit plans, each
     of which has been identified to the Company in writing pursuant to this
     clause (g); or

          (h) the Source does not include assets of any employee benefit plan,
     other than a plan exempt from the coverage of ERISA.

     As used in this SECTION 6.2, the terms "employee benefit plan",
"governmental plan", "party in interest" and "separate account" shall have the
respective meanings assigned to such terms in Section 3 of ERISA.

SECTION 7. INFORMATION AS TO THE COMPANY.

     Section 7.1. Financial and Business Information. The Company shall deliver
to each holder of Notes that is an Institutional Investor:

          (a) Quarterly Statements -- within 60 days after the end of each
     quarterly fiscal period in each fiscal year of the Company (other than the
     last quarterly fiscal period of each such fiscal year), duplicate copies
     of:

               (i) a consolidated balance sheet of the Company and its
          Subsidiaries as at the end of such quarter, and

               (ii) consolidated statements of income, changes in shareholders'
          equity and cash flows of the Company and its Subsidiaries for such
          quarter and (in the case of the second and third quarters) for the
          portion of the fiscal year ending with such quarter,

setting forth in each case in comparative form the figures for the corresponding
periods in the previous fiscal year, all in reasonable detail, prepared in
accordance with GAAP applicable to


                                      -14-



quarterly financial statements generally, and certified by a Senior Financial
Officer as fairly presenting, in all material respects, the financial position
of the companies being reported on and their results of operations and cash
flows, subject to changes resulting from year-end adjustments; provided that
delivery within the time period specified above of copies of the Company's
Quarterly Report on Form 10-Q prepared in compliance with the requirements
therefor and filed with the Securities and Exchange Commission shall be deemed
to satisfy the requirements of this SECTION 7.1(A);

          (b) Annual Statements -- within 105 days after the end of each fiscal
     year of the Company, duplicate copies of,

               (i) a consolidated balance sheet of the Company and its
          Subsidiaries, as at the end of such year, and

               (ii) consolidated statements of income, changes in shareholders'
          equity and cash flows of the Company and its Subsidiaries, for such
          year,

     setting forth in each case in comparative form the figures for the previous
     fiscal year, all in reasonable detail, prepared in accordance with GAAP,
     and accompanied by:

                    (1) an opinion thereon of independent certified public
               accountants of recognized national standing, which opinion shall
               state that such financial statements present fairly, in all
               material respects, the financial position of the companies being
               reported upon and their results of operations and cash flows and
               have been prepared in conformity with GAAP, and that the
               examination of such accountants in connection with such financial
               statements has been made in accordance with generally accepted
               auditing standards, and that such audit provides a reasonable
               basis for such opinion in the circumstances, and

                    (2) a certificate of such accountants stating that they have
               reviewed this Agreement and stating further whether, in making
               their audit, they have become aware of any condition or event
               that then constitutes a Default or an Event of Default, and, if
               they are aware that any such condition or event then exists,
               specifying the nature and period of the existence thereof (it
               being understood that such accountants shall not be liable,
               directly or indirectly, for any failure to obtain knowledge of
               any Default or Event of Default unless such accountants should
               have obtained knowledge thereof in making an audit in accordance
               with generally accepted auditing standards or did not make such
               an audit),

     provided that the delivery within the time period specified above of the
     Company's Annual Report on Form 10-K for such fiscal year (together with
     the Company's annual report to shareholders, if any, prepared pursuant to
     Rule 14a-3 under the Exchange Act) prepared in accordance with the
     requirements therefor and filed with the Securities and


                                      -15-



     Exchange Commission, together with the accountant's certificate described
     in clause (2) above, shall be deemed to satisfy the requirements of this
     SECTION 7.1(B);

          (c) SEC and Other Reports -- promptly upon their becoming available,
     one copy of (i) each financial statement, report, notice or proxy statement
     sent by the Company or any Subsidiary to public securities holders
     generally, and (ii) each regular or periodic report, each registration
     statement (without exhibits except as expressly requested by such holder),
     and each prospectus and all amendments thereto filed by the Company or any
     Subsidiary with the Securities and Exchange Commission and of all press
     releases and other statements made available generally by the Company or
     any Subsidiary to the public concerning developments that are Material;

          (d) Notice of Default or Event of Default -- promptly, and in any
     event within five days after a Responsible Officer becoming aware of the
     existence of any Default or Event of Default or that any Person has given
     any notice or taken any action with respect to a claimed default hereunder
     or that any Person has given any notice or taken any action with respect to
     a claimed default of the type referred to in SECTION 11(F), a written
     notice specifying the nature and period of existence thereof and what
     action the Company is taking or proposes to take with respect thereto;

          (e) ERISA Matters -- promptly, and in any event within five days after
     a Responsible Officer becoming aware of any of the following, a written
     notice setting forth the nature thereof and the action, if any, that the
     Company or an ERISA Affiliate proposes to take with respect thereto:

               (i) with respect to any Plan, any reportable event, as defined in
          Section 4043(c) of ERISA and the regulations thereunder, for which
          notice thereof has not been waived pursuant to such regulations as in
          effect on the date hereof; or

               (ii) the taking by the PBGC of steps to institute, or the
          threatening by the PBGC of the institution of, proceedings under
          Section 4042 of ERISA for the termination of, or the appointment of a
          trustee to administer, any Plan, or the receipt by the Company or any
          ERISA Affiliate of a notice from a Multiemployer Plan that such action
          has been taken by the PBGC with respect to such Multiemployer Plan; or

               (iii) any event, transaction or condition that could result in
          the incurrence of any liability by the Company or any ERISA Affiliate
          pursuant to Title I or IV of ERISA or the penalty or excise tax
          provisions of the Code relating to employee benefit plans, or in the
          imposition of any Lien on any of the rights, properties or assets of
          the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA
          or such penalty or excise tax provisions, if such liability or Lien,
          taken together with any other such liabilities or Liens then existing,
          could reasonably be expected to have a Material Adverse Effect;


                                      -16-



          (f) Notices from Governmental Authority -- promptly, and in any event
     within 30 days of receipt thereof, copies of any notice to the Company or
     any Subsidiary from any Federal or state Governmental Authority relating to
     any order, ruling, statute or other law or regulation that could reasonably
     be expected to have a Material Adverse Effect; and

          (g) Requested Information -- with reasonable promptness, such other
     data and information relating to the business, operations, affairs,
     financial condition, assets or properties of the Company or any of its
     Subsidiaries or relating to the ability of the Company to perform its
     obligations hereunder and under the Notes as from time to time may be
     reasonably requested by any such holder of Notes, including without
     limitation, such information as is required by Rule 144A under the
     Securities Act to be delivered to the prospective transferee of the Notes.

     Section 7.2. Officer's Certificate. Each set of financial statements
delivered to a holder of Notes pursuant to SECTION 7.1(A) or SECTION 7.1(B)
hereof shall be accompanied by a certificate of a Senior Financial Officer
setting forth:

          (a) Covenant Compliance -- (1) the information (including detailed
     calculations) required in order to establish whether the Company was in
     compliance with the requirements of SECTION 10.1 through SECTION 10.7
     hereof, inclusive, during the quarterly or annual period covered by the
     statements then being furnished (including with respect to each such
     Section, where applicable, the calculations of the maximum or minimum
     amount, ratio or percentage, as the case may be, permissible under the
     terms of such Sections, and the calculation of the amount, ratio or
     percentage then in existence) and (2) the information required in order to
     establish whether the Company was in compliance with the requirements of
     SECTION 9.8 hereof during the quarterly or annual period covered by the
     statements then being furnished (including with respect to such Section, a
     list of each of the existing Subsidiary Guarantors and their respective
     jurisdictions of organization); and

          (b) Event of Default -- a statement that such officer has reviewed the
     relevant terms hereof and has made, or caused to be made, under his or her
     supervision, a review of the transactions and conditions of the Company and
     its Subsidiaries from the beginning of the quarterly or annual period
     covered by the statements then being furnished to the date of the
     certificate and that such review shall not have disclosed the existence
     during such period of any condition or event that constitutes a Default or
     an Event of Default or, if any such condition or event existed or exists
     (including, without limitation, any such event or condition resulting from
     the failure of the Company or any Subsidiary to comply with any
     Environmental Law), specifying the nature and period of existence thereof
     and what action the Company shall have taken or proposes to take with
     respect thereto.

     Section 7.3. Inspection. The Company shall permit the representatives of
each holder of Notes that is an Institutional Investor:


                                      -17-



          (a) No Default -- if no Default or Event of Default then exists, at
     the expense of such holder and upon reasonable prior notice to the Company,
     to visit the principal executive office of the Company, to discuss the
     affairs, finances and accounts of the Company and its Subsidiaries with the
     Company's Senior Financial Officers, and (with the Company's participation
     and consent, which consent will not be unreasonably withheld) its
     independent public accountants, and (with the consent of the Company, which
     consent will not be unreasonably withheld) to visit the other offices and
     properties of the Company and each Subsidiary, all at such reasonable times
     and as often as may be reasonably requested in writing; and

          (b) Default -- if a Default or Event of Default then exists, at the
     expense of the Company, to visit and inspect any of the offices or
     properties of the Company or any Subsidiary, to examine all their
     respective books of account, records, reports and other papers, to make
     copies and extracts therefrom, and to discuss their respective affairs,
     finances and accounts with their respective officers and independent public
     accountants (and by this provision the Company authorizes said accountants
     to discuss the affairs, finances and accounts of the Company and its
     Subsidiaries), all at such times and as often as may be requested.

SECTION 8. PREPAYMENT OF THE NOTES.

     Section 8.1. Required Prepayments. No regularly scheduled prepayment of the
principal of any series of the Notes is required prior to the final maturity
date thereof.

     Section 8.2. Optional Prepayments with Make-Whole Amount. The Company may,
at its option, upon notice as provided below, prepay at any time all, or from
time to time any part of, the Notes, in an amount not less than 10% of the
aggregate principal amount of the Notes then outstanding in the case of a
partial prepayment (but if in the case of a partial prepayment, then against
each series of Notes in proportion to the aggregate principal amount outstanding
on each series), at 100% of the principal amount so prepaid, together with
interest accrued thereon to the date of such prepayment, plus the Make-Whole
Amount determined for the prepayment date with respect to such principal amount.
The Company will give each holder of Notes written notice of each optional
prepayment under this SECTION 8.2 not less than 30 days and not more than 60
days prior to the date fixed for such prepayment. Each such notice shall specify
such date, the aggregate principal amount of each series of the Notes to be
prepaid on such date, the principal amount of each Note held by such holder to
be prepaid (determined in accordance with SECTION 8.4), and the interest to be
paid on the prepayment date with respect to such principal amount being prepaid,
and shall be accompanied by a certificate of a Senior Financial Officer as to
the estimated Make-Whole Amount due in connection with such prepayment
(calculated as if the date of such notice were the date of the prepayment),
setting forth the details of such computation. Two Business Days prior to such
prepayment, the Company shall deliver to each holder of Notes a certificate of a
Senior Financial Officer specifying the calculation of such Make-Whole Amount as
of the specified prepayment date.


                                      -18-



     Section 8.3. Change in Control.

     (a) Notice of Change in Control or Control Event. The Company will, within
five Business Days after any Responsible Officer has knowledge of the occurrence
of any Change in Control or Control Event, give written notice of such Change in
Control or Control Event to each holder of Notes unless notice in respect of
such Change in Control (or the Change in Control contemplated by such Control
Event) shall have been given pursuant to subparagraph (B) of this SECTION 8.3.
If a Change in Control has occurred, such notice shall contain and constitute an
offer to prepay Notes as described in subparagraph (C) of this SECTION 8.3 and
shall be accompanied by the certificate described in subparagraph (G) of this
SECTION 8.3.

     (b) Condition to Company Action. The Company will not take any action that
consummates or finalizes a Change in Control unless (i) at least 30 days prior
to such action it shall have given to each holder of Notes written notice
containing and constituting an offer to prepay Notes as described in
subparagraph (C) of this SECTION 8.3, accompanied by the certificate described
in subparagraph (G) of this SECTION 8.3, and (ii) contemporaneously with such
action, it prepays all Notes required to be prepaid in accordance with this
SECTION 8.3. It is understood that the Company does not control the Alfred I.
duPont Testamentary Trust.

     (c) Offer to Prepay Notes. The offer to prepay Notes contemplated by
subparagraphs (A) and (B) of this SECTION 8.3 shall be an offer to prepay, in
accordance with and subject to this SECTION 8.3, all, but not less than all, the
Notes held by each holder (in this case only, "holder" in respect of any Note
registered in the name of a nominee for a disclosed beneficial owner shall mean
such beneficial owner) on a date specified in such offer (the "Proposed
Prepayment Date"). If such Proposed Prepayment Date is in connection with an
offer contemplated by subparagraph (A) of this SECTION 8.3, such date shall be
not less than 30 days and not more than 120 days after the date of such offer
(if the Proposed Prepayment Date shall not be specified in such offer, the
Proposed Prepayment Date shall be the first Business Day after the 45th day
after the date of such offer).

     (d) Rejection. A holder of Notes may accept the offer to prepay made
pursuant to this SECTION 8.3 by causing a notice of such acceptance to be
delivered to the Company not later than 15 Business Days after receipt by such
holder of the most recent offer of prepayment. A failure by a holder of Notes to
respond to an offer to prepay made pursuant to this SECTION 8.3 shall be deemed
to constitute a rejection of such offer by such holder.

     (e) Prepayment. Prepayment of the Notes to be prepaid pursuant to this
SECTION 8.3 shall be at 100% of the principal amount of such Notes, together
with interest on such Notes accrued to the date of prepayment, but without
Make-Whole Amount or other premium. The prepayment shall be made on the Proposed
Prepayment Date except as provided in subparagraph (F) of this SECTION 8.3.

     (f) Deferral Pending Change in Control. The obligation of the Company to
prepay Notes pursuant to the offers required by subparagraph (C) and accepted in
accordance with subparagraph (D) of this SECTION 8.3 is subject to the
occurrence of the Change in Control in respect of which such offers and
acceptances shall have been made. In the event that such


                                      -19-



Change in Control has not occurred on the Proposed Prepayment Date in respect
thereof, the prepayment shall be deferred until, and shall be made on, the date
on which such Change in Control occurs. The Company shall keep each holder of
Notes reasonably and timely informed of (i) any such deferral of the date of
prepayment, (ii) the date on which such Change in Control and the prepayment are
expected to occur, and (iii) any determination by the Company that efforts to
effect such Change in Control have ceased or been abandoned (in which case the
offers and acceptances made pursuant to this SECTION 8.3 in respect of such
Change in Control shall be deemed rescinded).

     (g) Officer's Certificate. Each offer to prepay the Notes pursuant to this
SECTION 8.3 shall be accompanied by a certificate, executed by a Senior
Financial Officer of the Company and dated the date of such offer, specifying:
(i) the Proposed Prepayment Date; (ii) that such offer is made pursuant to this
SECTION 8.3; (iii) the principal amount of each Note offered to be prepaid; (iv)
the interest that would be due on each Note offered to be prepaid, accrued to
the Proposed Prepayment Date; (v) that the conditions of this Section have been
fulfilled; and (vi) in reasonable detail, the nature and date or proposed date
of the Change in Control.

     (h) [Reserved].

     (i) Certain Definitions. "Change in Control" shall be deemed to have
occurred if any person (as such term is used in Section 13(d) and Section
14(d)(2) of the Exchange Act as in effect on the date of the Closing) or related
persons constituting a group (as such term is used in Rule 13d-5 under the
Exchange Act),

          (i) become the "beneficial owners" (as such term is used in Rule 13d-3
     under the Exchange Act as in effect on the date of the Closing), directly
     or indirectly, of more than 50% of the total voting power of all classes
     then outstanding of the Company's Voting Stock, or

          (ii) acquire after the date of the Closing (x) the power to elect,
     appoint or cause the election or appointment of at least a majority of the
     members of the board of directors of the Company or (y) all or
     substantially all of the properties and assets of the Company.

In making any numerical calculation under clause (i) of this definition of
"Change in Control", Voting Stock beneficially owned by the Current Management
Group shall not be included in the numerator of such calculation, but shall be
included as outstanding Voting Stock in the determining the denominator of such
calculation.

     "Control Event" means:

          (i) the execution by the Company or any of its Subsidiaries or
     Affiliates of any agreement or letter of intent with respect to any
     proposed transaction or event or series of transactions or events which,
     individually or in the aggregate, may reasonably be expected to result in a
     Change in Control,


                                      -20-



          (ii) the execution of any written agreement which, when fully
     performed by the parties thereto, would result in a Change in Control, or

          (iii) the making of any written offer by any person (as such term is
     used in Section 13(d) and Section 14(d)(2) of the Exchange Act as in effect
     on the date of the Closing) or related persons constituting a group (as
     such term is used in Rule 13d-5 under the Exchange Act as in effect on the
     date of the Closing) to the holders of the stock of the Company, which
     offer, if accepted by the requisite number of holders, would result in a
     Change in Control.

     (j) All calculations contemplated in this SECTION 8.3 involving the capital
stock of any Person shall be made with the assumption that all convertible
Securities of such Person then outstanding and all convertible Securities
issuable upon the exercise of any warrants, options and other rights outstanding
at such time were converted at such time and that all options, warrants and
similar rights to acquire shares of capital stock of such Person were exercised
at such time.

     Section 8.4. Allocation of Partial Prepayments. In the case of each partial
prepayment of the Notes pursuant to SECTION 8.2, the principal amount of the
Notes to be prepaid shall be (a) allocated among each series of Notes in
proportion to the aggregate unpaid principal amount of each such series of Notes
and (b) allocated pro rata among all of the holders of each series of Notes at
the time outstanding in proportion, as nearly as practicable, to the respective
unpaid principal amounts thereof not theretofore called for prepayment. All
partial prepayments made pursuant to SECTION 8.3 shall be applied only to the
Notes of the holders who have elected to participate in such prepayment.

     Section 8.5. Maturity; Surrender, Etc. In the case of each prepayment of
Notes pursuant to this SECTION 8 and subject to any deferral pursuant to SECTION
8.3(F), the principal amount of each Note to be prepaid shall mature and become
due and payable on the date fixed for such prepayment, together with interest on
such principal amount accrued to such date and the applicable Make-Whole Amount,
if any. From and after such date, unless the Company shall fail to pay such
principal amount when so due and payable, together with the interest and
Make-Whole Amount, if any, as aforesaid, interest on such principal amount shall
cease to accrue. Any Note paid or prepaid in full shall be surrendered to the
Company and cancelled and shall not be reissued, and no Note shall be issued in
lieu of any prepaid principal amount of any Note.

     Section 8.6. Purchase of Notes. The Company will not, and will not permit
any Affiliate to, purchase, redeem, prepay or otherwise acquire, directly or
indirectly, any series of the outstanding Notes or any part or portion of any
series thereof except upon the payment or prepayment of each series of the Notes
in accordance with the terms of this Agreement and the Notes. The Company will
promptly cancel all Notes acquired by it or any Affiliate pursuant to any
payment, prepayment or purchase of Notes pursuant to any provision of this
Agreement and no Notes may be issued in substitution or exchange for any such
Notes.

     Section 8.7. Make-Whole Amount. The term "Make-Whole Amount" means, with
respect to any Note, an amount equal to the excess, if any, of the Discounted
Value of the Remaining Scheduled Payments with respect to the Called Principal
of such Note over the


                                      -21-



amount of such Called Principal; provided that the Make-Whole Amount may in no
event be less than zero. For the purposes of determining the Make-Whole Amount,
the following terms have the following meanings:

          "Called Principal" means, with respect to any Note, the principal of
     such Note that is to be prepaid pursuant to SECTION 8.2 or has become or is
     declared to be immediately due and payable pursuant to SECTION 12.1, as the
     context requires.

          "Discounted Value" means, with respect to the Called Principal of any
     Note, the amount obtained by discounting all Remaining Scheduled Payments
     with respect to such Called Principal from their respective scheduled due
     dates to the Settlement Date with respect to such Called Principal, in
     accordance with accepted financial practice and at a discount factor
     (applied on the same periodic basis as that on which interest on the Notes
     is payable) equal to the Reinvestment Yield with respect to such Called
     Principal.

          "Reinvestment Yield" means, with respect to the Called Principal of
     any Note, 0.50% over the yield to maturity implied by (a) the yields
     reported, as of 10:00 A.M. (New York City time) on the second Business Day
     preceding the Settlement Date with respect to such Called Principal, on the
     display designated as "Page PX-1" of the Bloomberg Financial Markets
     Services Screen (or, if not available, any other national recognized
     trading screen reporting on-line intraday trading in the U.S. Treasury
     securities) for actively traded on-the-run U.S. Treasury securities having
     a maturity equal to the Remaining Average Life of such Called Principal as
     of such Settlement Date, or (b) if such yields are not reported as of such
     time or the yields reported as of such time are not ascertainable, the
     Treasury Constant Maturity Series Yields reported, for the latest day for
     which such yields have been so reported as of the second Business Day
     preceding the Settlement Date with respect to such Called Principal, in
     Federal Reserve Statistical Release H.15 (519) (or any comparable successor
     publication) for actively traded on-the-run U.S. Treasury securities having
     a constant maturity equal to the Remaining Average Life of such Called
     Principal as of such Settlement Date. Such implied yield will be
     determined, if necessary, by (i) converting U.S. Treasury bill quotations
     to bond-equivalent yields in accordance with accepted financial practice
     and (ii) interpolating linearly between (1) the actively traded on-the-run
     U.S. Treasury security with the maturity closest to and greater than the
     Remaining Average Life and (2) the actively traded on-the-run U.S. Treasury
     security with the maturity closest to and less than the Remaining Average
     Life.

          "Remaining Average Life" means, with respect to any Called Principal,
     the number of years (calculated to the nearest one-twelfth year) obtained
     by dividing (a) such Called Principal into (b) the sum of the products
     obtained by multiplying (i) the principal component of each Remaining
     Scheduled Payment with respect to such Called Principal by (ii) the number
     of years (calculated to the nearest one-twelfth year) that will elapse
     between the Settlement Date with respect to such Called Principal and the
     scheduled due date of such Remaining Scheduled Payment.


                                      -22-



          "Remaining Scheduled Payments" means, with respect to the Called
     Principal of any Note, all payments of such Called Principal and interest
     thereon that would be due after the Settlement Date with respect to such
     Called Principal if no payment of such Called Principal were made prior to
     its scheduled due date; provided that if such Settlement Date is not a date
     on which interest payments are due to be made under the terms of the Notes,
     then the amount of the next succeeding scheduled interest payment will be
     reduced by the amount of interest accrued to such Settlement Date and
     required to be paid on such Settlement Date pursuant to SECTION 8.2 or
     12.1.

          "Settlement Date" means, with respect to the Called Principal of any
     Note, the date on which such Called Principal is to be prepaid pursuant to
     SECTION 8.2 or has become or is declared to be immediately due and payable
     pursuant to SECTION 12.1, as the context requires.

SECTION 9. AFFIRMATIVE COVENANTS.

     The Company covenants that so long as any of the Notes are outstanding:

     Section 9.1. Compliance with Law. The Company will, and will cause each of
its Subsidiaries to, comply with all laws, ordinances or governmental rules or
regulations to which each of them is subject, including, without limitation,
ERISA and all Environmental Laws, and will obtain and maintain in effect all
licenses, certificates, permits, franchises and other governmental
authorizations necessary to the ownership of their respective properties or to
the conduct of their respective businesses, in each case to the extent necessary
to ensure that non-compliance with such laws, ordinances or governmental rules
or regulations or failures to obtain or maintain in effect such licenses,
certificates, permits, franchises and other governmental authorizations could
not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

     Section 9.2. Insurance. The Company will, and will cause each of its
Subsidiaries to, maintain, with financially sound and reputable insurers,
insurance with respect to their respective properties and businesses against
such casualties and contingencies, of such types, on such terms and in such
amounts (including deductibles, co-insurance and self-insurance, if adequate
reserves are maintained with respect thereto) as is customary in the case of
entities of established reputations engaged in the same or a similar business
and similarly situated.

     Section 9.3. Maintenance of Properties. The Company will, and will cause
each of its Subsidiaries to, maintain and keep, or cause to be maintained and
kept, their respective properties in good repair, working order and condition
(other than ordinary wear and tear), so that the business carried on in
connection therewith may be properly conducted at all times; provided that this
Section shall not prevent the Company or any Subsidiary from discontinuing the
operation and the maintenance of any of its properties if such discontinuance is
desirable in the conduct of its business and the Company has concluded that such
discontinuance could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.


                                      -23-



     Section 9.4. Payment of Taxes and Claims. The Company will, and will cause
each of its Subsidiaries to, file all tax returns required to be filed in any
jurisdiction and to pay and discharge all taxes shown to be due and payable on
such returns and all other taxes, assessments, governmental charges, or levies
imposed on them or any of their properties, assets, income or franchises, to the
extent such taxes, assessments, charges or levies have become due and payable
and before they have become delinquent and all claims for which sums have become
due and payable that have or might become a Lien on properties or assets of the
Company or any Subsidiary; provided that neither the Company nor any Subsidiary
need pay any such tax, assessment, charge, levy or claim if (a) the amount,
applicability or validity thereof is contested by the Company or such Subsidiary
on a timely basis in good faith and in appropriate proceedings, and the Company
or a Subsidiary has established adequate reserves therefor in accordance with
GAAP on the books of the Company or such Subsidiary or (b) the nonpayment of all
such taxes, assessments, charges, levies and claims in the aggregate could not
reasonably be expected to have a Material Adverse Effect.

     Section 9.5. Corporate Existence, Etc. Subject to SECTION 10.7, the Company
will at all times preserve and keep in full force and effect its corporate
existence. Subject to SECTION 10.7, the Company will at all times preserve and
keep in full force and effect the corporate existence of each of its
Subsidiaries (unless merged into the Company or a Subsidiary) and all rights and
franchises of the Company and its Subsidiaries unless, in the good faith
judgment of the Company, the termination of or failure to preserve and keep in
full force and effect such corporate existence, right or franchise could not,
individually or in the aggregate, have a Material Adverse Effect.

     Section 9.6. [Reserved].

     Section 9.7. Notes to Rank Pari Passu. The Notes and all other obligations
under this Agreement of the Company are and at all times shall rank at least
pari passu in right of payment with all other present and future Senior
Indebtedness (actual or contingent) of the Company.

     Section 9.8. Guaranty by Subsidiaries. The Company will cause each
Subsidiary which delivers a Guaranty to the Agent or any other lender which is a
party to the Bank Credit Agreement or which is an obligor under the Bank Credit
Agreement concurrently to enter into a Subsidiary Guaranty, and within three
Business Days thereafter will deliver to each of the holders of the Notes the
following items:

          (a) an executed counterpart of such Subsidiary Guaranty or joinder
     agreement in respect of an existing Subsidiary Guaranty, as appropriate;

          (b) a certificate signed by the President, a Vice President or another
     authorized Responsible Officer of such Subsidiary making representations
     and warranties to the effect of those contained in SECTIONS 5.1, 5.2, 5.6
     and 5.7, but with respect to such Subsidiary and such Subsidiary Guaranty,
     as applicable;

          (c) such documents and evidence with respect to such Subsidiary as any
     holder of the Notes may reasonably request in order to establish the
     existence and good


                                      -24-



     standing of such Subsidiary and the authorization of the transactions
     contemplated by such Subsidiary Guaranty;

          (d) an opinion of counsel satisfactory to the Required Holders to the
     effect that such Subsidiary Guaranty has been duly authorized, executed and
     delivered and constitutes the legal, valid and binding contract and
     agreement of such Subsidiary enforceable in accordance with its terms,
     except as an enforcement of such terms may be limited by bankruptcy,
     insolvency, reorganization, moratorium and similar laws affecting the
     enforcement of creditors' rights generally and by general equitable
     principles; and

          (e) an executed counterpart of an intercreditor agreement or joinder
     agreement in respect of the Intercreditor Agreement among the holders of
     the Notes and each such Person to which each such Subsidiary is an obligor
     or is then delivering a Guaranty giving rise the requirements of this
     SECTION 9.8, which agreement or joinder agreement, as the case may be,
     shall provide that the proceeds from the enforcement of any such Guaranty
     shall be shared on an equal and ratable basis with the holders of the
     Notes.

SECTION 10. NEGATIVE COVENANTS.

     The Company covenants that so long as any of the Notes are outstanding:

     Section 10.1. Leverage Ratio. The Company and its Subsidiaries will not as
at the end of each fiscal quarter permit the ratio of Consolidated Indebtedness
to Total Asset Value to exceed 0.55 to 1.00.

     Section 10.2. Unencumbered Asset Value Ratio. The Company and its
Subsidiaries will not permit as at the end of each fiscal quarter the ratio of
Total Unencumbered Asset Value to Total Unsecured Indebtedness to be less than
1.75 to 1.00.

     Section 10.3. Secured Indebtedness Ratio. The Company and its Subsidiaries
will not as at the end of each fiscal quarter permit the ratio of Total Secured
Indebtedness to Total Asset Value to exceed 0.40 to 1.00.

     Section 10.4. Fixed Charges Coverage Ratio. The Company and its
Subsidiaries will not permit as at the end of each fiscal quarter the ratio of
Consolidated Net Earnings Available for Fixed Charges for the two immediately
preceding fiscal quarters (taken as a single accounting period) to Consolidated
Fixed Charges for such two fiscal quarter periods to be less than 2.5 to 1.0.

     Section 10.5. Limitations on Indebtedness. (a) The Company will not, and
will not permit any Subsidiary to, create, issue, assume, guarantee or otherwise
incur or in any manner be or become liable in respect of any Indebtedness,
except:

          (i) Indebtedness evidenced by the Notes and the Subsidiary Guaranty;


                                      -25-



          (ii) Indebtedness of a Subsidiary Guarantor evidenced by the Guaranty
     delivered pursuant to the Bank Credit Agreement; provided that the
     Indebtedness evidenced by any such Guaranty constitutes Qualified
     Subsidiary Indebtedness;

          (iii) Indebtedness of the Company and its Subsidiaries outstanding as
     of the date of this Agreement and described on SCHEDULE 5.15 hereto;

          (iv) additional Indebtedness of the Company and its Subsidiaries;
     provided that at the time of creation, issuance, assumption, guarantee or
     incurrence thereof and after giving effect thereto and to the application
     of the proceeds thereof:

               (1) the ratio of Consolidated Indebtedness to Total Asset Value
          as at such date shall not exceed 0.55 to 1.00;

               (2) the ratio of Total Unencumbered Asset Value to Total
          Unsecured Indebtedness as at such date shall not be less than 1.75 to
          1.00;

               (3) the ratio of Total Secured Indebtedness to Total Asset Value
          as at such date shall not exceed 0.40 to 1.00;

               (4) Total Unsecured Subsidiary Indebtedness as at such date shall
          not exceed 10% of Total Asset Value as at such date; and

          (v) Indebtedness of a Subsidiary to the Company or to a Wholly-owned
     Subsidiary and Indebtedness of the Company to a Wholly-owned Subsidiary.

     (b) The Company will not as at the end of each fiscal quarter permit Total
Unsecured Subsidiary Indebtedness to exceed 10% of Total Asset Value.

     (c) Indebtedness existing within the limitations of SECTION 10.5(A)(III)
may be renewed, extended, refinanced, replaced or refunded (without increase in
principal amount) without regard to the limitations of SECTION 10.5(A)(IV).

     (d) Any Person which becomes a Subsidiary after the date hereof shall for
all purposes of this SECTION 10.5 be deemed to have created, issued, assumed or
incurred at the time it becomes a Subsidiary all Indebtedness of such Person
existing immediately after it becomes a Subsidiary.

     Section 10.6. Limitation on Liens. The Company will not, and will not
permit any Subsidiary to, create or incur, or suffer to be incurred or to exist,
any Lien on its or their property or assets, whether now owned or hereafter
acquired, or upon any income or profits therefrom, or transfer any property for
the purpose of subjecting the same to the payment of obligations in priority to
the payment of its or their general creditors, or acquire or agree to acquire,
or permit any Subsidiary to acquire, any property or assets upon conditional
sales agreements or other title retention devices, except:


                                      -26-



          (a) Liens for taxes and assessments or governmental charges or levies;
     provided that payment thereof is not at the time required by SECTION 9.4;

          (b) Liens of or resulting from any judgment or award (i) the time for
     the appeal or petition for rehearing of which shall not have expired or
     (ii) in respect of which the Company or a Subsidiary shall at any time in
     good faith be prosecuting an appeal or proceeding for a review and in
     respect of which a stay of execution pending such appeal or proceeding for
     review shall have been secured; provided that the Company or such
     Subsidiary (i) is contesting such judgment or award on a timely basis, in
     good faith and in appropriate proceedings, and (ii) has established
     adequate reserves therefor in accordance with GAAP on the books of the
     Company or such Subsidiary;

          (c) statutory Liens of landlords and Liens of carriers, warehousemen,
     mechanics, materialmen and suppliers and other Liens imposed by law or
     pursuant to customary reservations or retentions of title arising in the
     ordinary course of business, provided that (i) such Liens secure only
     amounts not yet due and payable or the payment of which is being contested
     in good faith by appropriate actions or proceedings and (ii) such Liens do
     not materially impair the business of the Company and its Subsidiaries;

          (d) minor survey exceptions or minor encumbrances, leases or subleases
     granted to others, easements or reservations, or rights of others for
     rights-of-way, utilities and other similar purposes, or zoning or other
     restrictions as to the use of real properties, (i) which are necessary for
     the conduct of the activities of the Company and its Subsidiaries or which
     customarily exist on properties of Persons engaged in similar activities
     and similarly situated and (ii) which do not in any event in the aggregate
     Materially impair the use of such properties in the operation of the
     business of the Company and its Subsidiaries, taken as a whole, or the
     value of such properties;

          (e) Liens incidental to the conduct of business or the ownership of
     properties and assets (including pledges, deposits or Liens in connection
     with worker's compensation, unemployment insurance and other like social
     security laws, attorneys' liens and statutory landlords' liens) and Liens
     to secure the performance of bids, tenders or trade contracts, or to secure
     statutory obligations, supersedeas, surety or appeal bonds or other Liens
     of like general nature, in any such case incurred in the ordinary course of
     business and not in connection with the borrowing of money; provided in
     each case, the obligation secured is not overdue or, if overdue, is being
     contested in good faith by appropriate actions or proceedings and any Lien
     securing such obligation does not in any event materially impair the
     operation of the business of the Company and its Subsidiaries;

          (f) Liens securing Indebtedness of the Company or a Subsidiary to a
     Wholly-owned Subsidiary or the Company or of the Company to a Wholly-owned
     Subsidiary;


                                      -27-



          (g) (i) Liens of the Company and its Subsidiaries existing as of the
     date of Closing and described on SCHEDULE 10.6 hereto and (ii) the Lien of
     the Pledge Agreement;

          (h) Liens created or incurred after the date of the Closing on an
     Installment Sale Note given to secure a Company Promissory Note; provided
     that (i) Indebtedness secured by any such Lien shall have been incurred
     within the limitations provided in SECTIONS 10.5(A)(IV)(1) through (4) and
     (ii) at the time of creation, issuance, assumption, guarantee or incurrence
     of the Indebtedness secured by such Lien and after giving effect thereto
     and to the application of the proceeds thereof, no Default or Event of
     Default would exist; and

          (i) Liens created or incurred after the date of the Closing given to
     secure Indebtedness of the Company or any Subsidiary in addition to the
     Liens permitted by the preceding clauses (A) through (H) hereof; provided
     that (i) all Indebtedness secured by such Liens shall have been incurred
     within the limitations provided in SECTIONS 10.5(A)(IV)(1) through (4) and
     (ii) at the time of creation, issuance, assumption, guarantee or incurrence
     of the Indebtedness secured by such Lien and after giving effect thereto
     and to the application of the proceeds thereof, no Default or Event of
     Default would exist.

     Section 10.7. Mergers, Consolidations, Etc. The Company will not
consolidate with or be a party to a merger with any other Person, or sell, lease
or otherwise dispose of all or substantially all of its assets and the Company
will not permit any Subsidiary to consolidate with or be a party to a merger
with the Company or another Subsidiary; provided that:

          (a) any Subsidiary may merge or consolidate with or into the Company
     or any Wholly-owned Subsidiary so long as in (i) any merger or
     consolidation involving the Company, the Company shall be the surviving or
     continuing corporation and (ii) in any merger or consolidation involving a
     Wholly-owned Subsidiary (and not the Company), a Wholly-owned Subsidiary
     shall be the surviving or continuing corporation and in the case of any
     merger or consolidation involving a Subsidiary Guarantor, the surviving or
     continuing corporation shall have affirmed in writing its obligations under
     the Subsidiary Guaranty;

          (b) the Company may consolidate or merge with or into any other Person
     if (i) the Person which results from such consolidation or merger (the
     "Surviving Corporation") is a solvent corporation organized under the laws
     of any state of the United States or the District of Columbia, (ii) the due
     and punctual payment of the principal of and premium, if any, and interest
     on all of the Notes, according to their tenor, and the due and punctual
     performance and observation of all of the covenants in the Notes and this
     Agreement to be performed or observed by the Company are expressly assumed
     in writing by the Surviving Corporation and the Surviving Corporation shall
     furnish to the holders of the Notes an opinion of counsel satisfactory to
     the Required Holders to the effect that the instrument of assumption has
     been duly authorized, executed and delivered and constitutes the legal,
     valid and binding contract and


                                      -28-



     agreement of the Surviving Corporation enforceable in accordance with its
     terms, except as enforcement of such terms may be limited by bankruptcy,
     insolvency, reorganization, moratorium and similar laws affecting the
     enforcement of creditors' rights generally and by general equitable
     principles, (iii) each Subsidiary Guarantor shall have affirmed in writing
     its obligations under the Subsidiary Guaranty to which it is a party, and
     (iv) at the time of such consolidation or merger and immediately after
     giving effect thereto, (1) no Default or Event of Default would exist and
     (2) the Surviving Corporation would be permitted by the provisions of
     SECTION 10.5(A)(IV)(1) to incur at least $1.00 of additional Indebtedness;
     and

          (c) the Company may sell or otherwise dispose of all or substantially
     all of its assets (other than as provided in SECTIONS 10.7(A) and (B)) to
     any Person for consideration which represents the fair market value of such
     assets (as determined in good faith by the Board of Directors of the
     Company) at the time of such sale or other disposition if (i) the acquiring
     Person is a solvent corporation organized under the laws of any state of
     the United States or the District of Columbia, (ii) the due and punctual
     payment of the principal of and premium, if any, and interest on all the
     Notes, according to their tenor, and the due and punctual performance and
     observance of all of the covenants in the Notes and in this Agreement to be
     performed or observed by the Company are expressly assumed in writing by
     the acquiring corporation and the acquiring corporation shall furnish to
     the holders of the Notes an opinion of counsel satisfactory to the Required
     Holders to the effect that the instrument of assumption has been duly
     authorized, executed and delivered and constitutes the legal, valid and
     binding contract and agreement of such acquiring corporation enforceable in
     accordance with its terms, except as enforcement of such terms may be
     limited by bankruptcy, insolvency, reorganization, moratorium and similar
     laws affecting the enforcement of creditors' rights generally and by
     general equitable principles, (iii) each Subsidiary Guarantor shall have
     affirmed in writing its obligations under the Subsidiary Guaranty to which
     it is a party, and (iv) at the time of such sale or disposition and
     immediately after giving effect thereto, (1) no Default or Event of Default
     would exist and (2) the acquiring Person would be permitted by the
     provisions of SECTION 10.5(A)(IV)(1) to incur at least $1.00 of additional
     Indebtedness.

Nothing contained in this SECTION 10.7 shall be deemed or construed to qualify,
amend or otherwise modify the rights of the holders of the Notes under SECTION
8.3 of this Agreement.

     Section 10.8. Transactions with Affiliates. The Company will not, and will
not permit any Subsidiary to, enter into or be a party to any transaction or
arrangement with any Affiliate (including, without limitation, the purchase
from, sale to or exchange of property with, or the rendering of any service by
or for, any Affiliate), except in the ordinary course of and pursuant to the
reasonable requirements of the Company's or such Subsidiary's business and upon
fair and reasonable terms no less favorable to the Company or such Subsidiary
than would be obtainable in a comparable arm's-length transaction with a Person
other than an Affiliate.

     Section 10.9. Nature of Business. Neither the Company nor any Subsidiary
will engage in any business if, as a result, the general nature of the business,
taken on a consolidated basis,


                                      -29-



which would then be engaged in by the Company and its Subsidiaries, would be
substantially changed from the general nature of the business engaged in by the
Company and its Subsidiaries on the date of this Agreement.

SECTION 11. EVENTS OF DEFAULT.

     An "Event of Default" shall exist if any of the following conditions or
events shall occur and be continuing:

          (a) the Company defaults in the payment of any principal or Make-Whole
     Amount, if any, on any Note when the same becomes due and payable, whether
     at maturity or at a date fixed for prepayment or by declaration or
     otherwise; or

          (b) the Company defaults in the payment of any interest on any Note
     for more than five Business Days after the same becomes due and payable; or

          (c) the Company defaults in the performance of or compliance with any
     term contained in SECTIONS 10.1 through 10.8; or

          (d) the Company defaults in the performance of or compliance with any
     term contained herein (other than those referred to in paragraphs (A), (B)
     and (C) of this SECTION 11) and such default is not remedied within 30 days
     after the earlier of (i) a Responsible Officer obtaining actual knowledge
     of such default and (ii) the Company receiving written notice of such
     default from any holder of a Note (any such written notice to be identified
     as a "notice of default" and to refer specifically to this paragraph (D) of
     SECTION 11); or

          (e) any representation or warranty made in writing by or on behalf of
     the Company, a Subsidiary Guarantor or the Pledgor or by any officer of the
     Company, a Subsidiary Guarantor or the Pledgor in this Agreement, the
     Subsidiary Guaranty or the Pledge Agreement or in any writing furnished in
     connection with the transactions contemplated hereby or thereby proves to
     have been false or incorrect in any material respect on the date as of
     which made; or

          (f) (i) the Company or any Subsidiary is in default (as principal or
     as guarantor or other surety) in the payment of any principal of or premium
     or make-whole amount or interest on any Indebtedness that is outstanding in
     an aggregate principal amount of at least $10,000,000 beyond any period of
     grace provided with respect thereto, or (ii) the Company is in default in
     the performance of or compliance with any term of the 2002 Note
     Documentation, the 2004 Note Documentation or any Additional Note Purchase
     Agreement and as a consequence of such default or condition such
     Indebtedness has become, or has been declared (or one or more Persons are
     entitled to declare such Indebtedness to be), due and payable before its
     stated maturity or before its regularly scheduled dates of payment, or
     (iii) the Company or any Subsidiary is in default in the performance of or
     compliance with any term of any evidence of any Indebtedness in an
     aggregate outstanding principal amount of at least $10,000,000 or of any
     mortgage,


                                      -30-



     indenture or other agreement relating thereto or any other condition
     exists, and as a consequence of such default or condition such Indebtedness
     has become, or has been declared, due and payable before its stated
     maturity or before its regularly scheduled dates of payment, or (iv) as a
     consequence of the occurrence or continuation of any event or condition
     (other than the passage of time or the right of the holder of Indebtedness
     to convert such Indebtedness into equity interests), (1) the Company or any
     Subsidiary has become obligated to purchase or repay Indebtedness before
     its regular maturity or before its regularly scheduled dates of payment in
     an aggregate outstanding principal amount of at least $10,000,000, or (2)
     one or more Persons have the right to require the Company or any Subsidiary
     so to purchase or repay such Indebtedness; or

          (g) the Company or any Significant Subsidiary (i) is generally not
     paying, or admits in writing its inability to pay, its debts as they become
     due, (ii) files, or consents by answer or otherwise to the filing against
     it of, a petition for relief or reorganization or arrangement or any other
     petition in bankruptcy, for liquidation or to take advantage of any
     bankruptcy, insolvency, reorganization, moratorium or other similar law of
     any jurisdiction, (iii) makes an assignment for the benefit of its
     creditors, (iv) consents to the appointment of a custodian, receiver,
     trustee or other officer with similar powers with respect to it or with
     respect to any substantial part of its property, (v) is adjudicated as
     insolvent or to be liquidated, or (vi) takes corporate action for the
     purpose of any of the foregoing; or

          (h) a court or Governmental Authority of competent jurisdiction enters
     an order appointing, without consent by the Company or any of its
     Significant Subsidiaries, a custodian, receiver, trustee or other officer
     with similar powers with respect to it or with respect to any substantial
     part of its property, or constituting an order for relief or approving a
     petition for relief or reorganization or any other petition in bankruptcy
     or for liquidation or to take advantage of any bankruptcy or insolvency law
     of any jurisdiction, or ordering the dissolution, winding-up or liquidation
     of the Company or any of its Significant Subsidiaries, or any such petition
     shall be filed against the Company or any of its Significant Subsidiaries
     and such petition shall not be dismissed within 60 days; or

          (i) a final judgment or judgments for the payment of money aggregating
     in excess of $10,000,000 are rendered against one or more of the Company
     and its Subsidiaries and which judgments are not, within 45 days after
     entry thereof, bonded, discharged or stayed pending appeal, or are not
     discharged within 45 days after the expiration of such stay; or

          (j) if (i) any Plan shall fail to satisfy the minimum funding
     standards of ERISA or the Code for any plan year or part thereof or a
     waiver of such standards or extension of any amortization period is sought
     or granted under Section 412 of the Code, (ii) a notice of intent to
     terminate any Plan shall have been or is reasonably expected to be filed
     with the PBGC or the PBGC shall have instituted proceedings under ERISA
     Section 4042 to terminate or appoint a trustee to administer any Plan or
     the PBGC shall have notified the Company or any ERISA Affiliate that a Plan
     may become a subject of any such proceedings, (iii) the aggregate "amount
     of unfunded benefit liabilities" (within


                                      -31-



     the meaning of Section 4001(a)(18) of ERISA) under all Plans, determined in
     accordance with Title IV of ERISA, shall exceed $10,000,000, (iv) the
     Company or any ERISA Affiliate shall have incurred or is reasonably
     expected to incur any liability pursuant to Title I or IV of ERISA or the
     penalty or excise tax provisions of the Code relating to employee benefit
     plans, (v) the Company or any ERISA Affiliate withdraws from any
     Multiemployer Plan, or (vi) the Company or any Subsidiary establishes or
     amends any employee welfare benefit plan that provides post-employment
     welfare benefits in a manner that would increase the liability of the
     Company or any Subsidiary thereunder; and any such event or events
     described in clauses (i) through (vi) above, either individually or
     together with any other such event or events, could reasonably be expected
     to have a Material Adverse Effect; or

          (k) any Subsidiary Guaranty or the Pledge Agreement shall cease to be
     in full force and effect for any reason whatsoever, including, without
     limitation, a determination by any Governmental Authority that such
     Subsidiary Guaranty or Pledge Agreement is invalid, void or unenforceable
     or any Subsidiary Guarantor which is a party to such Subsidiary Guaranty or
     the Pledgor, as applicable, shall contest or deny in writing the validity
     or enforceability of any of its obligations under such Subsidiary Guaranty
     or the Pledge Agreement, but excluding any Subsidiary Guaranty or the
     Pledge Agreement which ceases to be in full force and effect in accordance
     with and by reason of the express provisions of SECTION 2.2(D) or (F), as
     applicable; or

          (l) any event of default shall have occurred and be continuing under
     the Pledge Agreement.

As used in SECTION 11(J), the terms "employee benefit plan" and "employee
welfare benefit plan" shall have the respective meanings assigned to such terms
in Section 3 of ERISA.

SECTION 12. REMEDIES ON DEFAULT, ETC.

     Section 12.1. Acceleration. (a) If an Event of Default with respect to the
Company described in paragraph (G) or (H) of SECTION 11 (other than an Event of
Default described in clause (i) of paragraph (G) or described in clause (vi) of
paragraph (G) by virtue of the fact that such clause encompasses clause (i) of
paragraph (G)) has occurred, all the Notes then outstanding shall automatically
become immediately due and payable.

     (b) If any other Event of Default has occurred and is continuing, any
holder or holders of more than 51% in principal amount of the Notes at the time
outstanding may at any time at its or their option, by notice or notices to the
Company, declare all the Notes then outstanding to be immediately due and
payable.

     (c) If any Event of Default described in paragraph (A) or (B) of SECTION 11
has occurred and is continuing, any holder or holders of Notes at the time
outstanding affected by such Event of Default may at any time, at its or their
option, by notice or notices to the Company, declare all the Notes held by it or
them to be immediately due and payable.


                                      -32-



     Upon any Note becoming due and payable under this SECTION 12.1, whether
automatically or by declaration, such Note will forthwith mature and the entire
unpaid principal amount of such Note, plus (i) all accrued and unpaid interest
thereon and (ii) the Make-Whole Amount determined in respect of such principal
amount (to the full extent permitted by applicable law), shall all be
immediately due and payable, in each and every case without presentment, demand,
protest or further notice, all of which are hereby waived. The Company
acknowledges, and the parties hereto agree, that each holder of a Note has the
right to maintain its investment in the Notes free from repayment by the Company
(except as herein specifically provided for), and that the provision for payment
of a Make-Whole Amount by the Company in the event that the Notes are prepaid or
are accelerated as a result of an Event of Default, is intended to provide
compensation for the deprivation of such right under such circumstances.

     Section 12.2. Other Remedies. If any Default or Event of Default has
occurred and is continuing, and irrespective of whether any Notes have become or
have been declared immediately due and payable under SECTION 12.1, the holder of
any Note at the time outstanding may proceed to protect and enforce the rights
of such holder by an action at law, suit in equity or other appropriate
proceeding, whether for the specific performance of any agreement contained
herein or in any Note, or for an injunction against a violation of any of the
terms hereof or thereof, or in aid of the exercise of any power granted hereby
or thereby or by law or otherwise.

     Section 12.3. Rescission. At any time after any Notes have been declared
due and payable pursuant to clause (B) or (C) of SECTION 12.1, the holders of
not less than 66 2/3% in principal amount of the Notes then outstanding, by
written notice to the Company, may rescind and annul any such declaration and
its consequences if (a) the Company has paid all overdue interest on the Notes,
all principal of and Make-Whole Amount, if any, on any Notes that are due and
payable and are unpaid other than by reason of such declaration, and all
interest on such overdue principal and Make-Whole Amount, if any, and (to the
extent permitted by applicable law) any overdue interest in respect of the
Notes, at the Default Rate, (b) all Events of Default and Defaults, other than
non-payment of amounts that have become due solely by reason of such
declaration, have been cured or have been waived pursuant to SECTION 17, and (c)
no judgment or decree has been entered for the payment of any monies due
pursuant hereto or to the Notes. No rescission and annulment under this SECTION
12.3 will extend to or affect any subsequent Event of Default or Default or
impair any right consequent thereon.

     Section 12.4. No Waivers or Election of Remedies, Expenses, Etc. No course
of dealing and no delay on the part of any holder of any Note in exercising any
right, power or remedy shall operate as a waiver thereof or otherwise prejudice
such holder's rights, powers or remedies. No right, power or remedy conferred by
this Agreement or by any Note upon any holder thereof shall be exclusive of any
other right, power or remedy referred to herein or therein or now or hereafter
available at law, in equity, by statute or otherwise. Without limiting the
obligations of the Company under SECTION 15, the Company will pay to the holder
of each Note on demand such further amount as shall be sufficient to cover all
costs and expenses of such holder incurred in any enforcement or collection
under this SECTION 12, including, without limitation, reasonable attorneys'
fees, expenses and disbursements.


                                      -33-



SECTION 13. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.

     Section 13.1. Registration of Notes. The Company shall keep at its
principal executive office a register for the registration and registration of
transfers of Notes. The name and address of each holder of one or more Notes,
each transfer thereof and the name and address of each transferee of one or more
Notes shall be registered in such register. Prior to due presentment for
registration of transfer, the Person in whose name any Note shall be registered
shall be deemed and treated as the owner and holder thereof for all purposes
hereof, and the Company shall not be affected by any notice or knowledge to the
contrary. The Company shall give to any holder of a Note that is an
Institutional Investor promptly upon request therefor, a complete and correct
copy of the names and addresses of all registered holders of Notes.

     Section 13.2. Transfer and Exchange of Notes. Upon surrender of any Note at
the principal executive office of the Company for registration of transfer or
exchange (and in the case of a surrender for registration of transfer, duly
endorsed or accompanied by a written instrument of transfer duly executed by the
registered holder of such Note or its attorney duly authorized in writing and
accompanied by the address for notices of each transferee of such Note or part
thereof), the Company shall execute and deliver, at the Company's expense
(except as provided below), one or more new Notes (as requested by the holder
thereof) in exchange therefor, of the same series and in an aggregate principal
amount equal to the unpaid principal amount of the surrendered Note. Each such
new Note shall be payable to such Person as such holder may request and shall be
substantially in the form of EXHIBIT 1(A), EXHIBIT 1(B) or EXHIBIT 1(C), as
applicable. Each such new Note shall be dated and bear interest from the date to
which interest shall have been paid on the surrendered Note or dated the date of
the surrendered Note if no interest shall have been paid thereon. The Company
may require payment of a sum sufficient to cover any stamp tax or governmental
charge imposed in respect of any such transfer of Notes. Notes shall not be
transferred in denominations of less than $1,000,000; provided that if necessary
to enable the registration of transfer by a holder of its entire holding of
Notes of a series, one Note of a series may be in a denomination of less than
$1,000,000. Any transferee, by its acceptance of a Note registered in its name
(or the name of its nominee), shall be deemed to have made the representation
set forth in SECTION 6.2.

     Section 13.3. Replacement of Notes. Upon receipt by the Company of evidence
reasonably satisfactory to it of the ownership of and the loss, theft,
destruction or mutilation of any Note (which evidence shall be, in the case of
an Institutional Investor, notice from such Institutional Investor of such
ownership and such loss, theft, destruction or mutilation), and

          (a) in the case of loss, theft or destruction, of indemnity reasonably
     satisfactory to it (provided that if the holder of such Note is, or is a
     nominee for, an original purchaser or another holder of a Note with a
     minimum net worth of at least $25,000,000, such Person's own unsecured
     agreement of indemnity shall be deemed to be satisfactory), or

          (b) in the case of mutilation, upon surrender and cancellation
     thereof,


                                      -34-



     the Company at its own expense shall execute and deliver, in lieu thereof,
     a new Note of the same series, dated and bearing interest from the date to
     which interest shall have been paid on such lost, stolen, destroyed or
     mutilated Note or dated the date of such lost, stolen, destroyed or
     mutilated Note if no interest shall have been paid thereon.

     Section 13.4. Legend. Upon issuance of the Notes and until such time, if
any, as the same is no longer required under applicable securities laws, the
Notes shall bear the following legend:

          THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES
          ACT OF 1933, AS AMENDED, OR ANY OTHER APPLICABLE SECURITIES LAWS AND,
          ACCORDINGLY, MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS
          REGISTERED OR EXEMPT FROM REGISTRATION UNDER SAID ACT OR SUCH OTHER
          LAWS.

Any holder of a Note may, upon surrender of its Notes to the Company together
with an opinion of counsel (which counsel may be internal counsel to such
holder) to the effect that the foregoing legend is no longer required under
applicable securities laws, obtain a like Note in exchange for its Note without
such legend.

SECTION 14. PAYMENTS ON NOTES.

     Section 14.1. Place of Payment. Subject to SECTION 14.2, payments of
principal, Make-Whole Amount, if any, and interest becoming due and payable on
the Notes shall be made in New York, New York at the principal office of a bank
or trust company in such jurisdiction which the Company agrees to designate at
any time when there is any holder of any Note not entitled to the benefits of
SECTION 14.2 in such jurisdiction. The Company may at any time, by notice to
each holder of a Note, change the place of payment of the Notes so long as such
place of payment shall be either the principal office of the Company in such
jurisdiction or the principal office of a bank or trust company in such
jurisdiction.

     Section 14.2. Home Office Payment. So long as you or your nominee shall be
the holder of any Note, and notwithstanding anything contained in SECTION 14.1
or in such Note to the contrary, the Company will pay all sums becoming due on
such Note for principal, Make-Whole Amount, if any, and interest by the method
and at the address specified for such purpose below your name in SCHEDULE A, or
by such other method or at such other address as you shall have from time to
time specified to the Company in writing for such purpose, without the
presentation or surrender of such Note or the making of any notation thereon,
except that upon written request of the Company made concurrently with or
reasonably promptly after payment or prepayment in full of any Note, you shall
surrender such Note for cancellation, reasonably promptly after any such
request, to the Company at its principal executive office or at the place of
payment most recently designated by the Company pursuant to SECTION 14.1. Prior
to any sale or other disposition of any Note held by you or your nominee you
will, at your election, either endorse thereon the amount of principal paid
thereon and the last date to which interest has been paid thereon or surrender
such Note to the Company in exchange for a new Note or Notes of the same series
pursuant to SECTION 13.2. The Company will afford the benefits of this SECTION
14.2 to any Institutional Investor that is the direct or indirect transferee of
any Note purchased by you


                                      -35-



under this Agreement and that has made the same agreement relating to such Note
as you have made in this SECTION 14.2.

SECTION 15. EXPENSES, ETC.

     Section 15.1. Transaction Expenses. Whether or not the transactions
contemplated hereby are consummated, the Company will pay all costs and expenses
(including reasonable attorneys' fees of a special counsel and, if reasonably
required, local or other counsel) incurred by you and each Other Purchaser or
holder of a Note in connection with such transactions and in connection with any
amendments, waivers or consents under or in respect of this Agreement, the
Notes, the Subsidiary Guaranty, the Pledge Agreement or the Intercreditor
Agreement (whether or not such amendment, waiver or consent becomes effective),
including, without limitation: (a) the costs and expenses incurred in enforcing
or defending (or determining whether or how to enforce or defend) any rights
under this Agreement, the Notes, the Subsidiary Guaranty, the Pledge Agreement
or the Intercreditor Agreement, or in responding to any subpoena or other legal
process or informal investigative demand issued in connection with this
Agreement, the Notes, the Subsidiary Guaranty, the Pledge Agreement or the
Intercreditor Agreement, or by reason of being a holder of any Note, (b) the
costs and expenses, including financial advisors' fees, incurred in connection
with the insolvency or bankruptcy of the Company or any Subsidiary or in
connection with any work-out or restructuring of the transactions contemplated
hereby, by the Notes, the Subsidiary Guaranty, the Pledge Agreement and the
Intercreditor Agreement, (c) the fees and costs incurred in connection with the
initial filing of this Agreement and all related documents and financial
information and all subsequent annual and interim filings of documents and
financial information related to this Agreement, with the Securities Valuation
Office of the National Association of Insurance Commissioners or any successor
organization acceding to the authority thereof and (d) the cost and expenses
incurred in connection with any merger or consolidation involving the Company
pursuant to SECTION 10.7 or with the delivery of a Subsidiary Guaranty pursuant
to SECTION 9.8. The Company will pay, and will save you and each other holder of
a Note harmless from, all claims in respect of any fees, costs or expenses, if
any, of brokers and finders (other than those retained by you).

     Section 15.2. Survival. The obligations of the Company under this SECTION
15 will survive the payment or transfer of any Note, the enforcement, amendment
or waiver of any provision of this Agreement, the Notes, the Subsidiary Guaranty
or the Pledge Agreement, and the termination of this Agreement.

SECTION 16. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.

     All representations and warranties contained herein or in the Subsidiary
Guaranty or the Pledge Agreement shall survive the execution and delivery of
this Agreement and the Notes, the purchase or transfer by you of any Note or
portion thereof or interest therein and the payment of any Note, and may be
relied upon by any subsequent holder of a Note, regardless of any investigation
made at any time by or on behalf of you or any other holder of a Note. All
statements contained in any certificate or other instrument delivered by or on
behalf of the Company, any Subsidiary Guarantor or the Pledgor pursuant to this
Agreement, the Subsidiary Guaranty or the Pledge Agreement shall be deemed
representations and warranties of the


                                      -36-



Company, the Subsidiary Guarantors or the Pledgor under this Agreement, the
Subsidiary Guaranty or the Pledge Agreement. Subject to the preceding sentence,
this Agreement, the Notes, the Subsidiary Guaranty and the Pledge Agreement
embody the entire agreement and understanding between you, the Company, the
Subsidiary Guarantors and the Pledgor and supersede all prior agreements and
understandings relating to the subject matter hereof.

SECTION 17. AMENDMENT AND WAIVER.

     Section 17.1. Requirements. This Agreement and the Notes, may be amended,
and the observance of any term hereof or of the Notes may be waived (either
retroactively or prospectively), with (and only with) the written consent of the
Company and the Required Holders, except that (a) no amendment or waiver of any
of the provisions of SECTION 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term
(as it is used therein), will be effective as to you unless consented to by you
in writing, and (b) no such amendment or waiver may, without the written consent
of the holder of each Note at the time outstanding affected thereby, (i) subject
to the provisions of SECTION 12 relating to acceleration or rescission, change
the amount or time of any prepayment or payment of principal of, or reduce the
rate or change the time of payment or method of computation of interest or of
the Make-Whole Amount on, the Notes, (ii) change the percentage of the principal
amount of the Notes the holders of which are required to consent to any such
amendment or waiver, or (iii) amend any of SECTIONS 8, 11(A), 11(B), 12, 17 or
20. The Subsidiary Guaranty, the Pledge Agreement and the Intercreditor
Agreement may be amended in accordance with the terms thereof.

     Section 17.2. Solicitation of Holders of Notes.

     (a) Solicitation. The Company will provide each holder of the Notes
(irrespective of the amount of Notes then owned by it) with sufficient
information, sufficiently far in advance of the date a decision is required, to
enable such holder to make an informed and considered decision with respect to
any proposed amendment, waiver or consent in respect of any of the provisions
hereof or of the Notes. The Company will deliver executed or true and correct
copies of each amendment, waiver or consent effected pursuant to the provisions
of this SECTION 17 to each holder of outstanding Notes promptly following the
date on which it is executed and delivered by, or receives the consent or
approval of, the requisite holders of Notes.

     (b) Payment. The Company will not directly or indirectly pay or cause to be
paid any remuneration, whether by way of supplemental or additional interest,
fee or otherwise, or grant any security, to any holder of Notes as consideration
for or as an inducement to the entering into by any holder of Notes of any
waiver or amendment of any of the terms and provisions hereof unless such
remuneration is concurrently paid, or security is concurrently granted, on the
same terms, ratably to each holder of Notes then outstanding even if such holder
did not consent to such waiver or amendment.

     Section 17.3. Binding Effect, Etc. Any amendment or waiver consented to as
provided in this SECTION 17 applies equally to all holders of each series of
Notes and is binding upon them and upon each future holder of any Note of any
series and upon the Company without regard to whether such Note has been marked
to indicate such amendment or waiver. No such amendment


                                      -37-



or waiver will extend to or affect any obligation, covenant, agreement, Default
or Event of Default not expressly amended or waived or impair any right
consequent thereon. No course of dealing between the Company and the holder of
any Note of any series nor any delay in exercising any rights hereunder or under
any Note of any series shall operate as a waiver of any rights of any holder of
such Note. As used herein, the term "this Agreement" and references thereto
shall mean this Agreement as it may from time to time be amended or
supplemented.

     Section 17.4. Notes Held by Company, Etc. Solely for the purpose of
determining whether the holders of the requisite percentage of the aggregate
principal amount of Notes then outstanding approved or consented to any
amendment, waiver or consent to be given under this Agreement or the Notes, or
have directed the taking of any action provided herein or in the Notes to be
taken upon the direction of the holders of a specified percentage of the
aggregate principal amount of Notes then outstanding, Notes of any series
directly or indirectly owned by the Company or any of its Affiliates shall be
deemed not to be outstanding.

SECTION 18. NOTICES.

     All notices and communications provided for hereunder shall be in writing
and sent (a) by telefacsimile if the sender on the same day sends a confirming
copy of such notice by a recognized overnight delivery service (charges
prepaid), or (b) by registered or certified mail with return receipt requested
(postage prepaid), or (c) by a recognized overnight delivery service (with
charges prepaid). Any such notice must be sent:

          (i) if to you or your nominee, to you or it at the address specified
     for such communications in SCHEDULE A, or at such other address as you or
     it shall have specified to the Company in writing,

          (ii) if to any other holder of any Note, to such holder at such
     address as such other holder shall have specified to the Company in
     writing, or

          (iii) if to the Company, to the Company at its address set forth at
     the beginning hereof to the attention of the Chief Financial Officer (with
     a copy to the General Counsel), or at such other address as the Company
     shall have specified to the holder of each Note in writing.

Notices under this SECTION 18 will be deemed given only when actually received.

SECTION 19. REPRODUCTION OF DOCUMENTS.

     This Agreement and all documents relating thereto, including, without
limitation, (a) consents, waivers and modifications that may hereafter be
executed, (b) documents received by you at the Closing (except the Notes
themselves), and (c) financial statements, certificates and other information
previously or hereafter furnished to you, may be reproduced by you by any
photographic, photostatic, microfilm, microcard, miniature photographic or other
similar process and you may destroy any original document so reproduced. The
Company agrees and stipulates that, to the extent permitted by applicable law,
any such reproduction shall be admissible in


                                      -38-



evidence as the original itself in any judicial or administrative proceeding
(whether or not the original is in existence and whether or not such
reproduction was made by you in the regular course of business) and any
enlargement, facsimile or further reproduction of such reproduction shall
likewise be admissible in evidence. This SECTION 19 shall not prohibit the
Company or any other holder of Notes from contesting any such reproduction to
the same extent that it could contest the original, or from introducing evidence
to demonstrate the inaccuracy of any such reproduction.

SECTION 20. CONFIDENTIAL INFORMATION.

     For the purposes of this SECTION 20, "Confidential Information" means
information about the Company, its Subsidiaries and their properties,
operations, affairs and financial condition delivered to you by or on behalf of
the Company or any Subsidiary in connection with the transactions contemplated
by or otherwise pursuant to this Agreement that is proprietary in nature and is
not generally available to the public and that was clearly marked or labeled or
otherwise adequately identified in writing when received by you as being
confidential information of the Company or such Subsidiary; provided that such
term does not include information that (a) was publicly known or otherwise known
to you prior to the time of such disclosure, (b) subsequently becomes publicly
known through no act or omission by you or any Person acting on your behalf, (c)
otherwise becomes known to you other than through disclosure by the Company or
any Subsidiary or (d) constitutes financial statements delivered to you under
SECTION 7.1 that are otherwise publicly available. You will maintain the
confidentiality of such Confidential Information in accordance with commercially
reasonable procedures adopted by you in good faith to protect confidential
information of third parties delivered to you; provided that you may deliver or
disclose Confidential Information to (i) your directors, trustees, officers,
employees, agents, attorneys and affiliates (to the extent such disclosure
reasonably relates to the administration of the investment represented by your
Notes), (ii) your financial advisors and other professional advisors who agree
to hold confidential the Confidential Information substantially in accordance
with the terms of this SECTION 20, (iii) any other holder of any Note, (iv) any
Institutional Investor to which you sell or offer to sell such Note or any part
thereof or any participation therein (if such Person has agreed in writing prior
to its receipt of such Confidential Information to be bound by the provisions of
this SECTION 20), (v) any Person from which you offer to purchase any security
of the Company (if such Person has agreed in writing prior to its receipt of
such Confidential Information to be bound by the provisions of this SECTION 20),
(vi) any federal or state regulatory authority having jurisdiction over you,
(vii) the National Association of Insurance Commissioners or any similar
organization, or any nationally recognized rating agency that requires access to
information about your investment portfolio or (viii) any other Person to which
such delivery or disclosure may be necessary or appropriate (w) to effect
compliance with any law, rule, regulation or order applicable to you, (x) in
response to any subpoena or other legal process (provided that you shall, unless
prohibited by applicable law or regulation, use commercially reasonable efforts
to notify the Company of any disclosure pursuant to this clause (x) as far in
advance as is reasonably practicable under such circumstances to enable the
Company to seek an appropriate protective order), (y) in connection with any
litigation to which you are a party or (z) if an Event of Default has occurred
and is continuing, to the extent you may reasonably determine such delivery and
disclosure to be necessary or appropriate in the enforcement or for the
protection of the rights and remedies under


                                      -39-



your Notes, this Agreement, the Subsidiary Guaranty, the Pledge Agreement and
the Intercreditor Agreement. Each holder of a Note, by its acceptance of a Note,
will be deemed to have agreed to be bound by and to be entitled to the benefits
of this SECTION 20 as though it were a party to this Agreement. On reasonable
request by the Company in connection with the delivery to any holder of a Note
of information required to be delivered to such holder under this Agreement or
requested by such holder (other than a holder that is a party to this Agreement
or its nominee), such holder will enter into an agreement with the Company
embodying the provisions of this SECTION 20.

SECTION 21. SUBSTITUTION OF PURCHASER.

     You shall have the right to substitute any one of your affiliates as the
purchaser of the Notes that you have agreed to purchase hereunder, by written
notice to the Company, which notice shall be signed by both you and such
affiliate, shall contain such affiliate's agreement to be bound by this
Agreement and shall contain a confirmation by such affiliate of the accuracy
with respect to it of the representations set forth in SECTION 6. Upon receipt
of such notice, wherever the word "you" is used in this Agreement (other than in
this SECTION 21), such word shall be deemed to refer to such affiliate in lieu
of you. In the event that such affiliate is so substituted as a purchaser
hereunder and such affiliate thereafter transfers to you all of the Notes then
held by such affiliate, upon receipt by the Company of notice of such transfer,
wherever the word "you" is used in this Agreement (other than in this SECTION
21), such word shall no longer be deemed to refer to such affiliate, but shall
refer to you, and you shall have all the rights of an original holder of the
Notes under this Agreement.

SECTION 22. MISCELLANEOUS.

     Section 22.1. Successors and Assigns. All covenants and other agreements
contained in this Agreement by or on behalf of any of the parties hereto bind
and inure to the benefit of their respective successors and assigns (including,
without limitation, any subsequent holder of a Note) whether so expressed or
not.

     Section 22.2. Payments Due on Non-Business Days. Anything in this Agreement
or the Notes to the contrary notwithstanding, any payment of principal of or
Make-Whole Amount or interest on any Note that is due on a date other than a
Business Day shall be made on the next succeeding Business Day without including
the additional days elapsed in the computation of the interest payable on such
next succeeding Business Day.

     Section 22.3. Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall (to the full extent permitted by law)
not invalidate or render unenforceable such provision in any other jurisdiction.

     Section 22.4. Construction. Each covenant contained herein shall be
construed (absent express provision to the contrary) as being independent of
each other covenant contained herein, so that compliance with any one covenant
shall not (absent such an express contrary provision)


                                      -40-



be deemed to excuse compliance with any other covenant. Where any provision
herein refers to action to be taken by any Person, or which such Person is
prohibited from taking, such provision shall be applicable whether such action
is taken directly or indirectly by such Person.

     Where the character or amount of any asset or liability or item of income
or expense is required to be discussed or any consolidation or other accounting
computation is required to be made by the Company for the purposes of this
Agreement, the same shall be done by the Company in accordance with GAAP, to the
extent applicable, except where such principles are inconsistent with the
requirements of this Agreement.

     Section 22.5. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original but all of which together shall
constitute one instrument. Each counterpart may consist of a number of copies
hereof, each signed by less than all, but together signed by all, of the parties
hereto.

     SECTION 22.6. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW
OF THE STATE OF NEW YORK, EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH
STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER
THAN SUCH STATE.

                                      *****


                                      -41-



     If you are in agreement with the foregoing, please sign the form of
agreement on the accompanying counterpart of this Agreement and return it to the
Company, whereupon the foregoing shall become a binding agreement between you
and the Company.

                                        Very truly yours,

                                        THE ST. JOE COMPANY


                                        By: /s/ Stephen W. Solomon
                                            ------------------------------------
                                            Stephen W. Solomon
                                            Senior Vice President and Treasurer

Accepted as of August 25, 2005


                                        TRANSAMERICA LIFE INSURANCE AND ANNUITY
                                        COMPANY


                                        By: /s/ Bill Hendrickson
                                            ------------------------------------
                                            Bill Hendrickson
                                            Vice President


                                        ALLIANZ LIFE INSURANCE COMPANY OF NORTH
                                        AMERICA


                                        By: /s/ Gary Brown
                                            ------------------------------------
                                            Gary Brown
                                            Assistant Treasurer


                                        ALLSTATE LIFE INSURANCE COMPANY


                                        By: /s/ Robert B. Bodett
                                            ------------------------------------
                                            Robert B. Bodett


                                        By: /s/ Jerry D. Zinkula
                                            ------------------------------------
                                            Jerry D Zinkula
                                            Authorized Signatories


                                      -42-



                                        ALLSTATE INSURANCE COMPANY


                                        By: /s/ Robert B. Bodett
                                            ------------------------------------
                                            Robert B. Bodett


                                        By: /s/ Jerry D. Zinkula
                                            ------------------------------------
                                            Jerry D Zinkula
                                            Authorized Signatories


                                        C.M. LIFE INSURANCE COMPANY

                                        By: Babson Capital Management LLC as
                                            Investment Sub-Adviser


                                        By: /s/ Robert D. Erwin
                                            ------------------------------------
                                            Managing Director


                                        HAKONE FUND LLC

                                        By: Babson Capital Management LLC as
                                            Investment Manager


                                        By: /s/ Robert D. Erwin
                                            ------------------------------------
                                            Robert D. Erwin
                                            Managing Director


                                        MASSACHUSETTS MUTUAL LIFE INSURANCE
                                        COMPANY

                                        By: Babson Capital Management LLC as
                                            Investment Adviser


                                        By: /s/ Robert D. Erwin
                                            ------------------------------------
                                            Managing Director


                                      -43-



                                        MASSMUTUAL ASIA LIMITED

                                        By: Babson Capital Management LLC as
                                            Investment Adviser


                                        By: /s/ Robert D. Erwin
                                            ------------------------------------
                                            Robert D. Erwin
                                            Managing Director


                                        BERKSHIRE LIFE INSURANCE COMPANY OF
                                        AMERICA


                                        By: /s/ Ellen I. Whittaker
                                            ------------------------------------
                                            Ellen I. Whittaker
                                            Director, Fixed Income Investments


                                        THE GUARDIAN LIFE INSURANCE COMPANY OF
                                        AMERICA


                                        By: /s/ Ellen I. Whittaker
                                            ------------------------------------
                                            Ellen I. Whittaker
                                            Director, Fixed Income Investments


                                        THE NORTHWESTERN MUTUAL LIFE INSURANCE
                                        COMPANY


                                        By: /s/ Mark E. Kishler
                                            ------------------------------------
                                            Its Authorized Representative


                                        THE NORTHWESTERN MUTUAL LIFE INSURANCE
                                        COMPANY for its Group Annuity Separate
                                        Account


                                        By: /s/ Mark E. Kishler
                                            ------------------------------------
                                            Its Authorized Representative


                                        GENERAL ELECTRIC CAPITAL ASSURANCE
                                        COMPANY


                                        By: /s/ Scott A. Sell
                                            ------------------------------------
                                            Scott A. Sell
                                            Investment Officer


                                      -44-



                                        GE LIFE AND ANNUITY ASSURANCE COMPANY


                                        By: /s/ Scott A. Sell
                                            ------------------------------------
                                            Investment Officer


                                        MUTUAL OF OMAHA INSURANCE COMPANY


                                        By: /s/ Edwin H. Garrison, Jr.
                                            ------------------------------------
                                            Edwin H. Garrison, Jr.
                                            First Vice President


                                        COMPANION LIFE INSURANCE COMPANY


                                        By: /s/ Edwin H. Garrison, Jr.
                                            ------------------------------------
                                            Edwin H. Garrison, Jr.
                                            Authorized Representative


                                        LIFE INSURANCE COMPANY OF THE SOUTHWEST


                                        By: /s/ R. Scott Higgins
                                            ------------------------------------
                                            R. Scott Higgins
                                            Vice President, NL Capital
                                            Management


                                        TEACHERS INSURANCE AND ANNUITY
                                        ASSOCIATION OF AMERICA


                                        By: /s/ John Goodreds
                                            ------------------------------------
                                            John Goodreds
                                            Director


                                      -45-




                                  DEFINED TERMS

     As used herein, the following terms have the respective meanings set forth
below or set forth in the Section hereof following such term:

     "Additional Note Purchase Agreement" means a note purchase agreement
substantially similar to this Agreement, with the notes issued thereunder, in
each case, ranking pari passu with the Notes issued hereunder.

     "Affiliate" means, at any time, and with respect to any Person, (a) any
other Person that at such time directly or indirectly through one or more
intermediaries Controls, or is Controlled by, or is under common Control with,
such first Person, and (b) any Person beneficially owning or holding, directly
or indirectly, 10% or more of any class of voting or equity interests of the
Company or any Subsidiary or any Person of which the Company and its
Subsidiaries beneficially own or hold, in the aggregate, directly or indirectly,
10% or more of any class of voting or equity interests. As used in this
definition, "Control" means the possession, directly or indirectly, of the power
to direct or cause the direction of the management and policies of a Person,
whether through the ownership of voting securities, by contract or otherwise.
Unless the context otherwise clearly requires, any reference to an "Affiliate"
is a reference to an Affiliate of the Company.

     "Agent" means Wachovia Bank, National Association, as Administrative Agent
under the Bank Credit Agreement.

     "Anti-Terrorism Order" means Executive Order No. 13,224 of September 24,
2001, Blocking Property and Prohibiting Transactions with Persons Who Commit,
Threaten to Commit or Support Terrorism, 66 U.S. Fed. Reg. 49, 079 (2001), as
amended.

     "Bank Credit Agreement" means that certain Third Amended and Restated
Credit Agreement dated July 22, 2005 among the Company, the lenders named
therein and Wachovia Bank, National Association as Administrative Agent, as
amended, modified, refinanced or supplemented.

     "Bulk Timberland Sales Transactions" means a transaction or series of
transactions by which the Company or any of its Subsidiaries: (a) sells a timber
parcel or parcels to an unrelated third party; (b) such unrelated third party
delivers an installment note (an "Installment Sale Note") to the Company or any
of its Subsidiaries in exchange therefor; (c) the Company or any of its
Subsidiaries receives cash or other consideration from a lender, Person or other
entity in exchange for a note from the Company or any of its Subsidiaries (a
"Company Promissory Note") secured by the Installment Sale Note; and (d) the
sole recourse for the payment of the Company Promissory Note is the principal
and income generated by the Installment Sale Note. A Bulk Timberland Sales
Transaction shall also include any other transaction or series of transactions
utilizing a substantially similar structure.

     "Business Day" means (a) for the purposes of SECTION 8.7 only, any day
other than a Saturday, a Sunday or a day on which commercial banks in New York
City are required or


                                   SCHEDULE B
                          (to Note Purchase Agreement)



authorized to be closed, and (b) for the purposes of any other provision of this
Agreement, any day other than a Saturday, a Sunday or a day on which commercial
banks in New York, New York or Jacksonville, Florida are required or authorized
to be closed.

     "Capital Lease" means, at any time, a lease with respect to which the
lessee is required concurrently to recognize the acquisition of an asset and the
incurrence of a liability in accordance with GAAP.

     "Capital Stock" means (a) in the case of a corporation, capital stock, (b)
in the case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of capital
stock, (c) in the case of a partnership, partnership interests (whether general
or limited), (d) in the case of a limited liability company, membership
interests and (e) any other interest or participation that confers on a Person
the right to receive a share of the profits and losses of, or distributions of
assets of, the issuing Person.

     "Closing" is defined in SECTION 3.

     "Code" means the Internal Revenue Code of 1986, as amended from time to
time, and the rules and regulations promulgated thereunder from time to time.

     "Company" means The St. Joe Company, a Florida corporation, and any Person
who succeeds to all, or substantially all, of the assets and business of The St.
Joe Company.

     "Company Promissory Note" is defined in the definition of "Bulk Timberland
Sales Transactions."

     "Confidential Information" is defined in SECTION 20.

     "Consolidated Fixed Charges" for any period means on a consolidated basis
the sum of (a) all Rentals (other than Rentals on Capital Leases) payable during
such period by the Company and its Subsidiaries, and (b) all Interest Expense on
all Indebtedness of the Company and its Subsidiaries payable during such period.

     "Consolidated Indebtedness" means as of the date of any determination
thereof and without duplication, the sum of all Indebtedness of the Company and
its Subsidiaries, determined on a consolidated basis eliminating intercompany
items less Indebtedness attributable to any Company Promissory Note issued
pursuant to a Bulk Timberland Sales Transaction to the extent neither the
Company nor any Subsidiary is liable therefor.

     "Consolidated Net Earnings" means, with reference to any period and without
duplication, the net earnings (or loss) of the Company and its Subsidiaries for
such period (taken as a cumulative whole), as determined in accordance with
GAAP, after eliminating extraordinary gains and losses.

     "Consolidated Net Earnings Available for Fixed Charges" for any period
means without duplication, the Consolidated Net Earnings for the Company and its
Subsidiaries, plus, to the


                                       B-2



extent the same have been deducted or excluded in determining Consolidated Net
Earnings: (a) provisions for federal, state, local, and foreign income taxes for
the Company and its Subsidiaries; (b) Consolidated Fixed Charges for the Company
and its Subsidiaries; and (c) consolidated depreciation, depletion and
amortization for the Company and its Subsidiaries.

     "Current Management Group" means (a) Peter S. Rummell, Kevin M. Twomey,
Anthony M. Coriggio, Christine M. Marx, Michael N. Regan, Stephen W. Solomon;
(b) the heirs, lineal descendants or blood relatives to the third degree of
consanguinity of any of the Persons named in clause (a); (c) trusts for the
benefit of the Persons named in clauses (a) and (b); and (d) any trust which has
as its principal income beneficiaries or remaindermen any combination of any of
the Persons described in clauses (a) through (c).

     "Default" means an event or condition the occurrence or existence of which
would, with the lapse of time or the giving of notice or both, become an Event
of Default.

     "Default Rate" means, for any series of Notes, that rate of interest that
is the greater of (i) 2% per annum above the rate of interest stated in clause
(a) of the first paragraph of the Notes of such series or (ii) 2% over the rate
of interest publicly announced by Wachovia Bank, National Association in New
York, New York as its "base" or "prime" rate.

     "Environmental Laws" means any and all Federal, state, local, and foreign
statutes, laws, regulations, ordinances, rules, judgments, orders, decrees,
permits, concessions, grants, franchises, licenses, agreements or governmental
restrictions relating to pollution and the protection of the environment or the
release of any materials into the environment, including but not limited to
those related to hazardous substances or wastes, air emissions and discharges to
waste or public systems.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and the rules and regulations promulgated thereunder
from time to time in effect.

     "ERISA Affiliate" means any trade or business (whether or not incorporated)
that is treated as a single employer together with the Company under Section 414
of the Code.

     "Event of Default" is defined in SECTION 11.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "GAAP" means generally accepted accounting principles as in effect from
time to time in the United States of America.

     "Governmental Authority" means

          (a) the government of


                                       B-3



               (i) the United States of America or any State or other political
          subdivision thereof, or

               (ii) any jurisdiction in which the Company or any Subsidiary
          conducts all or any part of its business, or which asserts
          jurisdiction over any properties of the Company or any Subsidiary, or

          (b) any entity exercising executive, legislative, judicial, regulatory
     or administrative functions of, or pertaining to, any such government.

     "Guaranty" means, with respect to any Person, any obligation (except the
endorsement in the ordinary course of business of negotiable instruments for
deposit or collection) of such Person guaranteeing or in effect guaranteeing any
Indebtedness, dividend or other obligation of any other Person in any manner,
whether directly or indirectly, including (without limitation) obligations
incurred through an agreement, contingent or otherwise, by such Person:

          (a) to purchase such Indebtedness or obligation or any property
     constituting security therefor;

          (b) to advance or supply funds (i) for the purchase or payment of such
     Indebtedness or obligation, or (ii) to maintain any working capital or
     other balance sheet condition or any income statement condition of any
     other Person or otherwise to advance or make available funds for the
     purchase or payment of such Indebtedness or obligation;

          (c) to lease properties or to purchase properties or services
     primarily for the purpose of assuring the owner of such Indebtedness or
     obligation of the ability of any other Person to make payment of the
     Indebtedness or obligation; or

          (d) otherwise to assure the owner of such Indebtedness or obligation
     against loss in respect thereof.

In any computation of the Indebtedness or other liabilities of the obligor under
any Guaranty, the Indebtedness or other obligations that are the subject of such
Guaranty shall be assumed to be direct obligations of such obligor.

     "Hazardous Material" means any and all pollutants, toxic or hazardous
wastes or any other substances, including all substances listed in or regulated
in any Environmental Law that might pose a hazard to health or safety, the
removal of which may be required or the generation, manufacture, refining,
production, processing, treatment, storage, handling, transportation, transfer,
use, disposal, release, discharge, spillage, seepage, or filtration of which is
or shall be restricted, regulated, prohibited or penalized by any applicable law
(including, without limitation, asbestos, urea formaldehyde foam insulation and
polychlorinated biphenyls).

     "holder" or "Holder" means, with respect to any Note, the Person in whose
name such Note is registered in the register maintained by the Company pursuant
to SECTION 13.1.


                                       B-4



     "Indebtedness" with respect to any Person means, at any time, without
duplication,

          (a) its liabilities for borrowed money;

          (b) its liabilities for the deferred purchase price of property
     acquired by such Person (excluding accounts payable arising in the ordinary
     course of business but including all liabilities created or arising under
     any conditional sale or other title retention agreement with respect to any
     such property);

          (c) all liabilities appearing on its balance sheet in accordance with
     GAAP in respect of Capital Leases;

          (d) all liabilities for borrowed money secured by any Lien with
     respect to any property owned by such Person (whether or not it has assumed
     or otherwise become liable for such liabilities);

          (e) all its liabilities in respect of letters of credit or instruments
     serving a similar function issued or accepted for its account by banks and
     other financial institutions (whether or not representing obligations for
     borrowed money); and

          (f) any Guaranty of such Person with respect to liabilities of a type
     described in any of clauses (a) through (e) hereof.

Indebtedness of any Person shall include all obligations of such Person of the
character described in clauses (a) through (f) to the extent such Person remains
legally liable in respect thereof notwithstanding that any such obligation is
deemed to be extinguished under GAAP.

     "Installment Sale Note" is defined in the definition of "Bulk Timberland
Sales Transactions."

     "Institutional Investor" means (a) any original purchaser of a Note, (b)
any holder of a Note holding more than 5% of the aggregate principal amount of
the Notes then outstanding, and (c) any bank, trust company, savings and loan
association or other financial institution, any pension plan, any investment
company, any insurance company, any broker or dealer, or any other similar
financial institution or entity, regardless of legal form.

     "Intercreditor Agreement" is defined in SECTION 2.2(C).

     "Interest Expense" means all amounts which would, in accordance with GAAP,
be deducted in computing net income on account of interest on Indebtedness,
including imputed interest in respect of Capital Lease obligations, amortization
of debt discounts and expenses, fees and commissions for letters of credit and
bankers' acceptance financing and the net interest costs of interest rate swaps
and hedges.

     "Lien" means, with respect to any Person, any mortgage, lien, pledge,
charge, security interest or other encumbrance, or any interest or title of any
vendor, lessor, lender or other


                                       B-5



secured party to or of such Person under any conditional sale or other title
retention agreement or Capital Lease, upon or with respect to any property or
asset of such Person (including in the case of stock, stockholder agreements,
voting trust agreements and all similar arrangements).

     "Make-Whole Amount" is defined in SECTION 8.7.

     "Material" means material in relation to the business, operations, affairs,
financial condition, assets or properties of the Company and its Subsidiaries
taken as a whole.

     "Material Adverse Effect" means a material adverse effect on (a) the
business, operations, affairs, financial condition, assets or properties of the
Company and its Subsidiaries taken as a whole, or (b) the ability of the Company
to perform its obligations under this Agreement and the Notes, or (c) the
validity or enforceability of this Agreement or the Notes.

     "Memorandum" is defined in SECTION 5.3.

     "Multiemployer Plan" means any Plan that is a "multiemployer plan" (as such
term is defined in Section 4001(a)(3) of ERISA).

     "Negative Pledge" means, with respect to a given asset, any provision of a
document, instrument or agreement (other than this Agreement, the 2002 Note
Documentation, the 2004 Note Documentation and the Bank Credit Agreement) which
prohibits or purports to prohibit the creation or assumption of any Lien on such
asset as security for Indebtedness of the Person owning such asset or any other
Person; provided, however, that an agreement that conditions a Person's ability
to encumber its assets upon the maintenance of one or more specified ratios that
limit such Person's ability to encumber its assets but that do not generally
prohibit the encumbrance of its assets, or the encumbrance of specific assets,
shall not constitute a Negative Pledge.

     "Notes" is defined in SECTION 1.

     "Officer's Certificate" means a certificate of a Senior Financial Officer
or of any other officer of the Company whose responsibilities extend to the
subject matter of such certificate.

     "Other Agreements" is defined in SECTION 2.1.

     "Other Purchasers" is defined in SECTION 2.1.

     "PBGC" means the Pension Benefit Guaranty Corporation referred to and
defined in ERISA or any successor thereto.

     "Permitted Liens" means Liens of the character described in any of SECTIONS
10.6(A) through (E).


                                       B-6



     "Person" means an individual, partnership, corporation, limited liability
company, association, trust, unincorporated organization, or a government or
agency or political subdivision thereof.

     "Plan" means an "employee benefit plan" (as defined in Section 3(3) of
ERISA) that is or, within the preceding five years, has been established or
maintained, or to which contributions are or, within the preceding five years,
have been made or required to be made, by the Company or any ERISA Affiliate or
with respect to which the Company or any ERISA Affiliate may have any liability.

     "Pledge Agreement" is defined in SECTION 2.2(B).

     "Pledgor" is defined in SECTION 2.2(B).

     "property" or "properties" means, unless otherwise specifically limited,
real or personal property of any kind, tangible or intangible, choate or
inchoate.

     "Proposed Prepayment Date" is defined in SECTION 8.3(C).

     "Qualified Subsidiary Indebtedness" means Indebtedness of a Subsidiary
Guarantor, provided that the obligee of such Indebtedness shall have entered
into the Intercreditor Agreement.

     "Rentals" means and includes as of the date of any determination thereof,
without duplication, all fixed payments (including as such all payments which
the lessee is obligated to make to the lessor on termination of the lease or
surrender of the property) payable by the Company or a Subsidiary, as lessee or
sublessee under a lease of real or personal property, but shall be exclusive of
any amounts required to be paid by the Company or a Subsidiary (whether or not
designated as rents or additional rents) on account of maintenance, repairs,
insurance, taxes and similar charges. Fixed rents under any so-called
"percentage leases" shall be computed solely on the basis of the minimum rents,
if any, required to be paid by the lessee regardless of sales volume or gross
revenues.

     "Required Holders" means, at any time, the holders of at least 51% in
principal amount of the Notes at the time outstanding (exclusive of Notes then
owned by the Company or any of its Affiliates).

     "Responsible Officer" means any Senior Financial Officer and any other
executive officer of the Company with responsibility for the administration of
the relevant portion of this Agreement.

     "Secured Indebtedness" means as of the date of any determination thereof
and without duplication and respect to any Person the aggregate principal amount
of all Indebtedness of such Person then outstanding that is secured by a Lien
other than a Permitted Lien.

     "Securities Act" means the Securities Act of 1933, as amended from time to
time.


                                       B-7



     "Senior Financial Officer" means the chief financial officer, principal
accounting officer, treasurer or controller of the Company.

     "Senior Indebtedness" means, without duplication, all Indebtedness of the
Company which is not expressed to be subordinate or junior in rank to any other
Indebtedness of the Company.

     "Series G Notes" is defined in SECTION 1.

     "Series H Notes" is defined in SECTION 1.

     "Series I Notes" is defined in SECTION 1.

     "Significant Subsidiary" means, at any time, any Subsidiary which (i) is a
Subsidiary Guarantor, (ii) constitutes more than 1% of Total Asset Value or
(iii)(1) contributed more than 1% of Consolidated Net Earnings for any period of
four consecutive fiscal quarters at any time in the three previous fiscal years
or (2) contributed on an aggregate basis more than 2% of the cumulative
Consolidated Net Earnings for the preceding five year period.

     "Subsidiary" means, as to any Person, any corporation, association or other
business entity in which such Person or one or more of its Subsidiaries or such
Person and one or more of its Subsidiaries owns sufficient equity or voting
interests to enable it or them (as a group) ordinarily, in the absence of
contingencies, to elect a majority of the directors (or Persons performing
similar functions) of such entity, and any partnership or joint venture if more
than a 50% interest in the profits or capital thereof is owned by such Person or
one or more of its Subsidiaries or such Person and one or more of its
Subsidiaries (unless such partnership or joint venture can and does ordinarily
take major business actions without the prior approval of such Person or one or
more of its Subsidiaries). Unless the context otherwise clearly requires, any
reference to a "Subsidiary" is a reference to a Subsidiary of the Company.

     "Subsidiary Guarantor" is defined in SECTION 2.2(A) and shall include any
Subsidiary which becomes a Subsidiary Guarantor pursuant to SECTION 9.8.

     "Subsidiary Guaranty" is defined in SECTION 2.2(A) and shall include any
Subsidiary Guaranty delivered pursuant to SECTION 9.8.

     "Substantially-owned Subsidiary" means, at any time, any Subsidiary
sixty-six and two-thirds percent (66 2/3%) or more, but less than one hundred
percent (100%), of the equity interests (except directors' qualifying shares)
and voting interests of which are owned by the Company or any one or more of the
Company's Wholly-owned Subsidiaries at such time.

     "Timberland" means undeveloped real estate on which the Company conducts
active silvicultural operations.

     "Total Asset Value" means as of the date of any determination thereof and
without duplication, the sum of total assets of the Company and its Subsidiaries
determined on a


                                       B-8



consolidated basis in accordance with GAAP, less any Installment Sale Note
received by the Company to the extent the Company or any Subsidiary receives
cash or other consideration in exchange for a Company Promissory Note secured by
such Installment Sale Note; provided that for purposes of any determination of
Total Asset Value, land on which no development (other than improvements that
are not material or are temporary in nature) has occurred shall be valued in
accordance with the definition of Unimproved Land.

     "Total Secured Indebtedness" means as of the date of any determination
thereof and without duplication, the aggregate amount of all Secured
Indebtedness of the Company and its Subsidiaries.

     "Total Unencumbered Asset Value" means as of the date of determination
thereof and without duplication, the Total Asset Value for assets not subject to
any Lien (other than Permitted Liens) or any Negative Pledge. For purposes of
this definition, to the extent the Total Unencumbered Asset Value attributable
to properties owned by a Subsidiary which is neither a Wholly-owned Subsidiary
nor a Substantially-owned Subsidiary would exceed 10% of the Total Unencumbered
Asset Value, such excess shall be excluded.

     "Total Unsecured Indebtedness" means as of the date of determination
thereof and without duplication, all Indebtedness of the Company and its
Subsidiaries which is not secured by a Lien on any asset of the Company or any
of its Subsidiaries other than a Permitted Lien.

     "Total Unsecured Subsidiary Indebtedness" means all Indebtedness of the
Company's Subsidiaries other than Secured Indebtedness of any such Subsidiary
and other than Qualified Subsidiary Indebtedness.

     "2004 Note Documentation" means the 2004 Notes, the 2004 Note Purchase
Agreements and the 2004 Subsidiary Guaranty.

     "2004 Note Purchase Agreements" means those certain note purchase
agreements dated as of June 8, 2004 between the Company and the purchasers named
in Schedule A thereto, respectively.

     "2004 Notes" means notes of the Company issued pursuant to the 2004 Note
Purchase Agreements.

     "2004 Subsidiary Guaranty" means that certain subsidiary guaranty dated as
of June 8, 2004 in favor of the holders of the 2004 Notes.

     "2002 Note Documentation" means the 2002 Notes, the 2002 Note Purchase
Agreements and the 2002 Subsidiary Guaranty.

     "2002 Note Purchase Agreements" means those certain note purchase
agreements dated as of February 7, 2002 between the Company and the purchasers
named in Schedule A thereto, respectively.


                                       B-9



     "2002 Notes" means notes of the Company issued pursuant to the 2002 Note
Purchase Agreements.

     "2002 Subsidiary Guaranty" means that certain subsidiary guaranty agreement
dated as of February 7, 2002 in favor of the holders of the 2002 Notes.

     "Unimproved Land" means land on which no development (other than
improvements that are not material or are temporary in nature) has occurred,
which Unimproved Land shall be valued as follows:

          (a) $50,000 per acre for acreage related to the Company's Towns and
     Resorts segment which is either entitled or currently in the entitlement
     process;

          (b) $2,000 per acre for acreage related to the Company's Towns and
     Resorts segment which is neither entitled nor currently in the entitlement
     process;

          (c) $8,000 per acre for acreage related to the Company's Land Company
     segment which is either entitled or currently in the entitlement process;

          (d) $1,500 per acre for acreage related to the Company's Land Company
     segment which is neither entitled nor currently in the entitlement process;

          (e) $40,000 per acre for acreage related to Company's Commercial
     segment which is either entitled or currently in the entitlement process;

          (f) $1,750 per acre for acreage related to Company's Commercial
     segment which is neither entitled or in the entitlement process;

          (g) $1,500 per acre for acreage classified by the Company as ANRR
     Right-of-Way, Conservation/Mitigation, Corporate, Mitigation, or Overlap;
     and

          (h) $1,200 for acreage classified by the Company as Timberland or not
     elsewhere classified by the Company.

     For the avoidance of doubt, a project is deemed entitled when all major
discretionary governmental land-use approvals have been received. The parties to
this Agreement acknowledge that an entitled project may require additional
permits for development and/or build-out and also may be subject to legal
challenge.

     "USA Patriot Act" means United States Public Law 107-56, Uniting and
Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, as amended from time to time,
and the rules and regulations promulgated thereunder from time to time in
effect.


                                      B-10



     "Voting Stock" means Capital Stock or interests of any class or classes,
the holders of which are ordinarily, in the absence of contingencies, entitled
to elect the directors (or Persons performing similar functions) of a Person.

     "Wholly-owned Subsidiary" means, at any time, any Subsidiary one hundred
percent (100%) of all of the equity interests (except directors' qualifying
shares) and voting interests of which are owned by any one or more of the
Company and the Company's other Wholly-owned Subsidiaries at such time.


                                      B-11



                                 [FORM OF NOTE]

     THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED, OR ANY OTHER APPLICABLE SECURITIES LAWS AND, ACCORDINGLY, MAY
NOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR EXEMPT FROM
REGISTRATION UNDER SAID ACT OR SUCH OTHER LAWS.

                               THE ST. JOE COMPANY

                5.28% SENIOR NOTE, SERIES G, DUE AUGUST 25, 2015

No. [_________]                                                           [Date]
$[____________]                                                   PPN 790148 C*9

FOR VALUE RECEIVED, the undersigned, THE ST. JOE COMPANY (herein called the
"Company"), a corporation organized and existing under the laws of the State of
Florida, hereby promises to pay to [________________], or registered assigns,
the principal sum of [________________] DOLLARS on August 25, 2015, with
interest (computed on the basis of a 360-day year of twelve 30-day months) (a)
on the unpaid balance thereof at the rate of 5.28% per annum from the date
hereof, payable semiannually, on the 25th day of February and August in each
year, commencing with the February 25 or August 25 next succeeding the date
hereof, until the principal hereof shall have become due and payable, and (b) to
the extent permitted by law on any overdue payment (including any overdue
prepayment) of principal, any overdue payment of interest and any overdue
payment of any Make-Whole Amount (as defined in the Note Purchase Agreements
referred to below), payable semiannually as aforesaid (or, at the option of the
registered holder hereof, on demand), at a rate per annum from time to time
equal to the greater of (i) 7.28% or (ii) 2% over the rate of interest publicly
announced by Wachovia Bank, National Association from time to time in New York,
New York as its "base" or "prime" rate.

     Payments of principal of, interest on and any Make-Whole Amount with
respect to this Note are to be made in lawful money of the United States of
America at Wachovia Bank, National Association in New York, New York or at such
other place as the Company shall have designated by written notice to the holder
of this Note as provided in the Note Purchase Agreements referred to below.

     This Note is one of a series of the 5.28% Senior Notes, Series G, due
August 25, 2015 (the "Series G Notes") of the Company in the aggregate principal
amount of $65,000,000, together with the Company's $65,000,000 aggregate
principal amount 5.38% Senior Notes, Series H, due August 25, 2017 (the "Series
H Notes") and $20,000,000 aggregate principal amount 5.49% Senior Notes, Series
I, due August 25, 2020 (the "Series I Notes"; said Series I Notes, together with
the Series G Notes and Series H Notes, being hereinafter referred to
collectively as the "Notes"), issued pursuant to separate Note Purchase
Agreements, dated as of August 25, 2005 (as from time to time amended, the "Note
Purchase Agreements"), between the


                                  EXHIBIT 1(a)
                          (to Note Purchase Agreement)



Company and the respective purchasers named therein and is entitled to the
benefits thereof. Each holder of this Note will be deemed, by its acceptance
hereof, (i) to have agreed to the confidentiality provisions set forth in
SECTION 20 of the Note Purchase Agreements and (ii) to have made the
representation set forth in SECTION 6.2 of the Note Purchase Agreements.

     This Note is a registered Note and, as provided in the Note Purchase
Agreements, upon surrender of this Note for registration of transfer, duly
endorsed, or accompanied by a written instrument of transfer duly executed, by
the registered holder hereof or such holder's attorney duly authorized in
writing, a new Note for a like principal amount will be issued to, and
registered in the name of, the transferee. Prior to due presentment for
registration of transfer, the Company may treat the person in whose name this
Note is registered as the owner hereof for the purpose of receiving payment and
for all other purposes, and the Company will not be affected by any notice to
the contrary.

     This Note is subject to optional prepayment, in whole or from time to time
in part, at the times and on the terms specified in the Note Purchase
Agreements, but not otherwise.

     If an Event of Default, as defined in the Note Purchase Agreements, occurs
and is continuing, the principal of this Note may be declared or otherwise
become due and payable in the manner, at the price (including any applicable
Make-Whole Amount) and with the effect provided in the Note Purchase Agreements.


                                    E-1(a)-2



     THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE
RIGHTS OF THE COMPANY AND THE HOLDER OF THIS NOTE SHALL BE GOVERNED BY, THE LAW
OF THE STATE OF NEW YORK, EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH
STATE WHICH WOULD REQUIRE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN
SUCH STATE.

                                        THE ST. JOE COMPANY


                                        By
                                           -------------------------------------
                                        Title
                                              ----------------------------------


                                    E-1(a)-3



                                 [FORM OF NOTE]

     THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED, OR ANY OTHER APPLICABLE SECURITIES LAWS AND, ACCORDINGLY, MAY
NOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR EXEMPT FROM
REGISTRATION UNDER SAID ACT OR SUCH OTHER LAWS.

                               THE ST. JOE COMPANY

                5.38% SENIOR NOTE, SERIES H, DUE AUGUST 25, 2017

No. [_________]                                                           [Date]
$[____________]                                                   PPN 790148 C@7

FOR VALUE RECEIVED, the undersigned, THE ST. JOE COMPANY (herein called the
"Company"), a corporation organized and existing under the laws of the State of
Florida, hereby promises to pay to [________________], or registered assigns,
the principal sum of [________________] DOLLARS on August 25, 2017, with
interest (computed on the basis of a 360-day year of twelve 30-day months) (a)
on the unpaid balance thereof at the rate of 5.38% per annum from the date
hereof, payable semiannually, on the 25th day of February and August in each
year, commencing with the February 25 or August 25 next succeeding the date
hereof, until the principal hereof shall have become due and payable, and (b) to
the extent permitted by law on any overdue payment (including any overdue
prepayment) of principal, any overdue payment of interest and any overdue
payment of any Make-Whole Amount (as defined in the Note Purchase Agreements
referred to below), payable semiannually as aforesaid (or, at the option of the
registered holder hereof, on demand), at a rate per annum from time to time
equal to the greater of (i) 7.38% or (ii) 2% over the rate of interest publicly
announced by Wachovia Bank, National Association from time to time in New York,
New York as its "base" or "prime" rate.

     Payments of principal of, interest on and any Make-Whole Amount with
respect to this Note are to be made in lawful money of the United States of
America at Wachovia Bank, National Association in New York, New York or at such
other place as the Company shall have designated by written notice to the holder
of this Note as provided in the Note Purchase Agreements referred to below.

     This Note is one of a series of the 5.38% Senior Notes, Series H, due
August 25, 2017 (the "Series H Notes") of the Company in the aggregate principal
amount of $65,000,000, together with the Company's $65,000,000 aggregate
principal amount 5.28% Senior Notes, Series G, due August 25, 2015 (the "Series
G Notes") and $20,000,000 aggregate principal amount 5.49% Senior Notes, Series
I, due August 25, 2020 (the "Series I Notes"; said Series I Notes, together with
the Series G Notes and Series H Notes being hereinafter referred to collectively
as the "Notes"), issued pursuant to separate Note Purchase Agreements, dated as
of August 25, 2005 (as from time to time amended, the "Note Purchase
Agreements"), between the Company and the respective purchasers named therein
and is entitled to the benefits thereof.


                                  EXHIBIT 1(b)
                          (to Note Purchase Agreement)



Each holder of this Note will be deemed, by its acceptance hereof, (i) to have
agreed to the confidentiality provisions set forth in SECTION 20 of the Note
Purchase Agreements and (ii) to have made the representation set forth in
SECTION 6.2 of the Note Purchase Agreements.

     This Note is a registered Note and, as provided in the Note Purchase
Agreements, upon surrender of this Note for registration of transfer, duly
endorsed, or accompanied by a written instrument of transfer duly executed, by
the registered holder hereof or such holder's attorney duly authorized in
writing, a new Note for a like principal amount will be issued to, and
registered in the name of, the transferee. Prior to due presentment for
registration of transfer, the Company may treat the person in whose name this
Note is registered as the owner hereof for the purpose of receiving payment and
for all other purposes, and the Company will not be affected by any notice to
the contrary.

     This Note is subject to optional prepayment, in whole or from time to time
in part, at the times and on the terms specified in the Note Purchase
Agreements, but not otherwise.

     If an Event of Default, as defined in the Note Purchase Agreements, occurs
and is continuing, the principal of this Note may be declared or otherwise
become due and payable in the manner, at the price (including any applicable
Make-Whole Amount) and with the effect provided in the Note Purchase Agreements.


                                    E-1(b)-2



     THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE
RIGHTS OF THE COMPANY AND THE HOLDER OF THIS NOTE SHALL BE GOVERNED BY, THE LAW
OF THE STATE OF NEW YORK, EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH
STATE WHICH WOULD REQUIRE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN
SUCH STATE.

                                        THE ST. JOE COMPANY


                                        By
                                           -------------------------------------
                                        Title
                                              ----------------------------------


                                    E-1(b)-3



                                 [FORM OF NOTE]

     THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED, OR ANY OTHER APPLICABLE SECURITIES LAWS AND, ACCORDINGLY, MAY
NOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR EXEMPT FROM
REGISTRATION UNDER SAID ACT OR SUCH OTHER LAWS.

                               THE ST. JOE COMPANY

                5.49% SENIOR NOTES, SERIES I, DUE AUGUST 25, 2020

No. [_________]                                                           [Date]
$[____________]                                                   PPN 790148 C#5

FOR VALUE RECEIVED, the undersigned, THE ST. JOE COMPANY (herein called the
"Company"), a corporation organized and existing under the laws of the State of
Florida, hereby promises to pay to [________________], or registered assigns,
the principal sum of [________________] DOLLARS on August 25, 2020, with
interest (computed on the basis of a 360-day year of twelve 30-day months) (a)
on the unpaid balance thereof at the rate of 5.49% per annum from the date
hereof, payable semiannually, on the 25th day of February and August in each
year, commencing with the February 25 or August 25 next succeeding the date
hereof, until the principal hereof shall have become due and payable, and (b) to
the extent permitted by law on any overdue payment (including any overdue
prepayment) of principal, any overdue payment of interest and any overdue
payment of any Make-Whole Amount (as defined in the Note Purchase Agreements
referred to below), payable semiannually as aforesaid (or, at the option of the
registered holder hereof, on demand), at a rate per annum from time to time
equal to the greater of (i) 7.49% or (ii) 2% over the rate of interest publicly
announced by Wachovia Bank, National Association from time to time in New York,
New York as its "base" or "prime" rate.

     Payments of principal of, interest on and any Make-Whole Amount with
respect to this Note are to be made in lawful money of the United States of
America at Wachovia Bank, National Association in New York, New York or at such
other place as the Company shall have designated by written notice to the holder
of this Note as provided in the Note Purchase Agreements referred to below.

     This Note is one of a series of the 5.49% Senior Notes, Series I, due
August 25, 2020 (the "Series I Notes") of the Company in the aggregate principal
amount of $20,000,000, together with the Company's $65,000,000 aggregate
principal amount 5.28% Senior Notes, Series G, due August 25, 2015 (the "Series
G Notes") and $65,000,000 aggregate principal amount 5.38% Senior Notes, Series
H, due August 25, 2017 (the "Series H Notes"; said Series H Notes, together with
the Series G Notes and Series I Notes being hereinafter referred to collectively
as the "Notes"), issued pursuant to separate Note Purchase Agreements, dated as
of August 25, 2005 (as from time to time amended, the "Note Purchase
Agreements"), between the Company and the respective purchasers named therein
and is entitled to the benefits thereof. Each holder


                                  EXHIBIT 1(c)
                          (to Note Purchase Agreement)



of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the
confidentiality provisions set forth in SECTION 20 of the Note Purchase
Agreements and (ii) to have made the representation set forth in SECTION 6.2 of
the Note Purchase Agreements.

     This Note is a registered Note and, as provided in the Note Purchase
Agreements, upon surrender of this Note for registration of transfer, duly
endorsed, or accompanied by a written instrument of transfer duly executed, by
the registered holder hereof or such holder's attorney duly authorized in
writing, a new Note for a like principal amount will be issued to, and
registered in the name of, the transferee. Prior to due presentment for
registration of transfer, the Company may treat the person in whose name this
Note is registered as the owner hereof for the purpose of receiving payment and
for all other purposes, and the Company will not be affected by any notice to
the contrary.

     This Note is subject to optional prepayment, in whole or from time to time
in part, at the times and on the terms specified in the Note Purchase
Agreements, but not otherwise.

     If an Event of Default, as defined in the Note Purchase Agreements, occurs
and is continuing, the principal of this Note may be declared or otherwise
become due and payable in the manner, at the price (including any applicable
Make-Whole Amount) and with the effect provided in the Note Purchase Agreements.


                                    E-1(c)-2



     THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE
RIGHTS OF THE COMPANY AND THE HOLDER OF THIS NOTE SHALL BE GOVERNED BY, THE LAW
OF THE STATE OF NEW YORK, EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH
STATE WHICH WOULD REQUIRE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN
SUCH STATE.

                                        THE ST. JOE COMPANY


                                        By
                                           -------------------------------------
                                        Title
                                              ----------------------------------


                                    E-1(c)-3



                           FORM OF SUBSIDIARY GUARANTY

================================================================================

                          SUBSIDIARY GUARANTY AGREEMENT

                           Dated as of August 25, 2005

     Re:     $65,000,000 5.28% Senior Notes, Series G, due August 25, 2015
             $65,000,000 5.38% Senior Notes, Series H, due August 25, 2017
             $20,000,000 5.49% Senior Notes, Series I, due August 25, 2020

                                       of

                               The St. Joe Company

================================================================================

                                 EXHIBIT 2.2(a)
                          (to Note Purchase Agreements)



                                TABLE OF CONTENTS

                          (Not a part of the Agreement)



SECTION                                          HEADING                               PAGE
                                                                                 
Parties.........................................................................         1

Recitals........................................................................         1

SECTION 1.             DEFINITIONS..............................................         2

SECTION 2.             GUARANTY OF NOTES AND NOTE PURCHASE AGREEMENTS...........         2

SECTION 3.             GUARANTY OF PAYMENT AND PERFORMANCE......................         2

SECTION 4.             GENERAL PROVISIONS RELATING TO THE GUARANTY..............         3

SECTION 5.             REPRESENTATIONS AND WARRANTIES OF THE GUARANTORS.........         8

SECTION 6.             GUARANTOR COVENANTS......................................         9

SECTION 7.             PAYMENTS FREE AND CLEAR OF TAXES.........................         9

SECTION 8.             GOVERNING LAW............................................        10

SECTION 9.             JUDGMENTS................................................        11

SECTION 10.            AMENDMENTS, WAIVERS AND CONSENTS.........................        11

SECTION 11.            NOTICES..................................................        12

SECTION 12.            MISCELLANEOUS............................................        13

SECTION 13.            INDEMNITY................................................        13

Signature.......................................................................        15


                                       -i-



                          SUBSIDIARY GUARANTY AGREEMENT

      Re:     $65,000,000 5.28% Senior Notes, Series G, due August 25, 2015
              $65,000,000 5.38% Senior Notes, Series H, due August 25, 2017
              $20,000,000 5.49% Senior Notes, Series I, due August 25, 2020

      This SUBSIDIARY GUARANTY AGREEMENT dated as of August 25, 2005 (the or
this "Guaranty") is entered into on a joint and several basis by each of the
undersigned, together with any entity which may become a party hereto by
execution and delivery of a Subsidiary Guaranty Supplement in substantially the
form set forth as EXHIBIT A hereto (a "Guaranty Supplement") (which parties are
hereinafter referred to individually as a "Guarantor" and collectively as the
"Guarantors").

                                    RECITALS

      A. Each Guarantor is a subsidiary of The St. Joe Company, a Florida
corporation (the "Company").

      B. In order to refinance certain debt and for general corporate purposes,
the Company has entered into those certain Note Purchase Agreements dated as of
August 25, 2005 (the "Note Purchase Agreements") between the Company and each of
the purchasers named on Schedule A thereto (the "Initial Note Purchasers"; the
Initial Note Purchasers, together with their successors, assigns or any other
future holder of the Notes (as defined below), the "Holders"), providing for,
inter alia, the issue and sale by the Company to the Initial Note Purchasers of
(a) $65,000,000 aggregate principal amount of its 5.28% Senior Notes, Series G,
due August 25, 2015 (the "Series G Notes"), (b) $65,000,000 aggregate principal
amount of its 5.38% Senior Notes, Series H, due August 25, 2017 (the "Series H
Notes"), and (c) $20,000,000 aggregate principal amount of its 5.49% Senior
Notes, Series I, due August 25, 2020 (the "Series I Notes"; the Series G Notes,
the Series H Notes and the Series I Notes being hereinafter collectively
referred to as the "Notes").

      C. The Initial Note Purchasers have required as a condition to their
purchase of the Notes that the Company cause each of the undersigned to enter
into this Guaranty and cause each Subsidiary (as defined in the Note Purchase
Agreements) that after the date hereof delivers a guaranty pursuant to the Bank
Credit Agreement (as defined in the Note Purchase Agreements) or which becomes
an obligor under the Bank Credit Agreement to enter into a Guaranty Supplement,
in each case as security for the Notes, and the Company has agreed to cause each
of the undersigned to execute this Guaranty and to cause such Subsidiaries to
execute a Guaranty Supplement, in each case in order to induce the Initial Note
Purchasers to purchase the Notes and thereby benefit the Company and its
Subsidiaries by providing funds to finance acquisitions and for general
corporate purposes.

      D. Each of the Guarantors will derive substantial direct and indirect
benefit from the sale of the Notes to the Initial Note Purchasers.



      NOW, THEREFORE, as required by Section 4.11 of the Note Purchase
Agreements and in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency whereof are hereby acknowledged, each
Guarantor does hereby covenant and agree, jointly and severally, as follows:

SECTION 1. DEFINITIONS.

      Capitalized terms used herein shall have the meanings set forth in the
Note Purchase Agreements unless herein defined or the context shall otherwise
require.

SECTION 2. GUARANTY OF NOTES AND NOTE PURCHASE AGREEMENTS.

      (a) Each Guarantor jointly and severally does hereby irrevocably,
absolutely and unconditionally guarantee unto the Holders: (1) the full and
timely payment of the principal of, premium, if any, and interest on the Notes
from time to time outstanding, as and when such payments shall become due and
payable whether by lapse of time, upon redemption or prepayment, by extension or
by acceleration or declaration or otherwise (including (to the extent legally
enforceable) interest due on overdue payments of principal, premium, if any, or
interest at the rate set forth in the Notes) in Federal or other immediately
available funds of the United States of America which at the time of payment or
demand therefor shall be legal tender for the payment of public and private
debts, (2) the full and timely performance and observance by the Company of each
and all of the obligations, covenants and agreements required to be performed or
owed by the Company under the terms of the Notes and the Note Purchase
Agreements and (3) the full and timely payment, upon demand by any Holder of all
costs and expenses, legal or otherwise (including reasonable attorneys' fees),
if any, as shall have been expended or incurred in the enforcement of any
rights, privileges or liabilities in favor of the Holders under or in respect of
the Notes, the Note Purchase Agreements or under this Guaranty or in any
consultation or action in connection therewith or herewith.

      (b) The liability of each Guarantor under this Guaranty shall not exceed
an amount equal to a maximum amount as will, after giving effect to such maximum
amount and all other liabilities of such Guarantor, contingent or otherwise,
result in the obligations of such Guarantor hereunder not constituting a
fraudulent transfer, obligation or conveyance.

SECTION 3. GUARANTY OF PAYMENT AND PERFORMANCE.

      This is a guarantee of payment and performance and each Guarantor hereby
waives, to the fullest extent permitted by law, any right to require that any
action on or in respect of any Note or the Note Purchase Agreements be brought
against the Company or any other Person or that resort be had to any direct or
indirect security for the Notes or for this Guaranty or any other remedy. Any
Holder may, at its option, proceed hereunder against any Guarantor in the first
instance to collect monies when due, the payment of which is guaranteed hereby,
without first proceeding against the Company or any other Person and without
first resorting to any direct or indirect security for the Notes or for this
Guaranty or any other remedy. The liability of each Guarantor hereunder shall in
no way be affected or impaired by any acceptance by any Holder of

                                      -2-


any direct or indirect security for, or other guaranties of, any Indebtedness,
liability or obligation of the Company or any other Person to any Holder or by
any failure, delay, neglect or omission by any Holder to realize upon or protect
any such guarantees, Indebtedness, liability or obligation or any notes or other
instruments evidencing the same or any direct or indirect security therefor or
by any approval, consent, waiver, or other action taken, or omitted to be taken
by any such Holder.

      The covenants and agreements on the part of the Guarantors herein
contained shall take effect as joint and several covenants and agreements, and
references to the Guarantors shall take effect as references to each of them and
none of them shall be released from liability hereunder by reason of the
guarantee ceasing to be binding as a continuing security on any other of them.

SECTION 4. GENERAL PROVISIONS RELATING TO THE GUARANTY.

      (a) Each Guarantor hereby consents and agrees that any Holder or Holders
from time to time, with or without any further notice to or assent from any
other Guarantor may, without in any manner affecting the liability of any
Guarantor under this Guaranty, and upon such terms and conditions as any such
Holder or Holders may deem advisable:

            (1) extend in whole or in part (by renewal or otherwise), modify,
      change, compromise, release or extend the duration of the time for the
      performance or payment of any Indebtedness, liability or obligation of the
      Company or of any other Person secondarily or otherwise liable for any
      Indebtedness, liability or obligations of the Company on the Notes, or
      waive any Default with respect thereto, or waive, modify, amend or change
      any provision of any other agreement or waive this Guaranty; or

            (2) sell, release, surrender, modify, impair, exchange or substitute
      any and all property, of any nature and from whomsoever received, held by,
      or for the benefit of, any such Holder as direct or indirect security for
      the payment or performance of any Indebtedness, liability or obligation of
      the Company or of any other Person secondarily or otherwise liable for any
      Indebtedness, liability or obligation of the Company on the Notes; or

            (3) settle, adjust or compromise any claim of the Company against
      any other Person secondarily or otherwise liable for any Indebtedness,
      liability or obligation of the Company on the Notes.

      Each Guarantor hereby ratifies and confirms any such extension, renewal,
change, sale, release, waiver, surrender, exchange, modification, amendment,
impairment, substitution, settlement, adjustment or compromise and that the same
shall be binding upon it, and hereby waives, to the fullest extent permitted by
law, any and all defenses, counterclaims or offsets which it might or could have
by reason thereof, it being understood that such Guarantor shall at all times be
bound by this Guaranty and remain liable hereunder.

                                      -3-


      (b) Each Guarantor hereby waives, to the fullest extent permitted by law:

            (1) notice of acceptance of this Guaranty by the Holders or of the
      creation, renewal or accrual of any liability of the Company, present or
      future, or of the reliance of such Holders upon this Guaranty (it being
      understood that every Indebtedness, liability and obligation described in
      SECTION 2 hereof shall conclusively be presumed to have been created,
      contracted or incurred in reliance upon the execution of this Guaranty);

            (2) demand of payment by any Holder from the Company or any other
      Person indebted in any manner on or for any of the Indebtedness,
      liabilities or obligations hereby guaranteed; and

            (3) presentment for the payment by any Holder or any other Person of
      the Notes or any other instrument, protest thereof and notice of its
      dishonor to any party thereto and to such Guarantor.

      The obligations of each Guarantor under this Guaranty and the rights of
any Holder to enforce such obligations by any proceedings, whether by action at
law, suit in equity or otherwise, shall not be subject to any reduction,
limitation, impairment or termination, whether by reason of any claim of any
character whatsoever or otherwise and shall not be subject to any defense,
set-off, counterclaim (other than any compulsory counterclaim), recoupment or
termination whatsoever.

      (c) The obligations of the Guarantors hereunder shall be binding upon the
Guarantors and their successors and assigns, and shall remain in full force and
effect irrespective of:

            (1) the genuineness, validity, regularity or enforceability of the
      Notes, the Note Purchase Agreements or any other agreement or any of the
      terms of any thereof, the continuance of any obligation on the part of the
      Company or any other Person on or in respect of the Notes or under the
      Note Purchase Agreements or any other agreement or the power or authority
      or the lack of power or authority of the Company to issue the Notes or the
      Company to execute and deliver the Note Purchase Agreements or any other
      agreement or of any Guarantor to execute and deliver this Guaranty or to
      perform any of its obligations hereunder or the existence or continuance
      of the Company or any other Person as a legal entity; or

            (2) any default, failure or delay, willful or otherwise, in the
      performance by the Company, any Guarantor or any other Person of any
      obligations of any kind or character whatsoever under the Notes, the Note
      Purchase Agreements, this Guaranty or any other agreement; or

            (3) any creditors' rights, bankruptcy, receivership or other
      insolvency proceeding of the Company, any Guarantor or any other Person or
      in respect of the property of the Company, any Guarantor or any other
      Person or any merger, consolidation, reorganization, dissolution,
      liquidation, the sale of all or substantially all of the assets of or
      winding up of the Company, any Guarantor or any other Person; or

                                      -4-


            (4) impossibility or illegality of performance on the part of the
      Company, any Guarantor or any other Person of its obligations under the
      Notes, the Note Purchase Agreements, this Guaranty or any other
      agreements; or

            (5) in respect of the Company or any other Person, any change of
      circumstances, whether or not foreseen or foreseeable, whether or not
      imputable to the Company or any other Person, or other impossibility of
      performance through fire, explosion, accident, labor disturbance, floods,
      droughts, embargoes, wars (whether or not declared), civil commotion, acts
      of God or the public enemy, delays or failure of suppliers or carriers,
      inability to obtain materials, action of any Federal or state regulatory
      body or agency, change of law or any other causes affecting performance,
      or any other force majeure, whether or not beyond the control of the
      Company or any other Person and whether or not of the kind hereinbefore
      specified; or

            (6) any attachment, claim, demand, charge, Lien, order, process,
      encumbrance or any other happening or event or reason, similar or
      dissimilar to the foregoing, or any withholding or diminution at the
      source, by reason of any taxes, assessments, expenses, Indebtedness,
      obligations or liabilities of any character, foreseen or unforeseen, and
      whether or not valid, incurred by or against the Company, any Guarantor or
      any other Person or any claims, demands, charges or Liens of any nature,
      foreseen or unforeseen, incurred by the Company, any Guarantor or any
      other Person, or against any sums payable in respect of the Notes or under
      the Note Purchase Agreements or this Guaranty, so that such sums would be
      rendered inadequate or would be unavailable to make the payments herein
      provided; or

            (7) any order, judgment, decree, ruling or regulation (whether or
      not valid) of any court of any nation or of any political subdivision
      thereof or any body, agency, department, official or administrative or
      regulatory agency of any thereof or any other action, happening, event or
      reason whatsoever which shall delay, interfere with, hinder or prevent, or
      in any way adversely affect, the performance by the Company, any Guarantor
      or any other Person of its respective obligations under or in respect of
      the Notes, the Note Purchase Agreements, this Guaranty or any other
      agreement; or

            (8) the failure of any Guarantor to receive any benefit from or as a
      result of its execution, delivery and performance of this Guaranty; or

            (9) any failure or lack of diligence in collection or protection,
      failure in presentment or demand for payment, protest, notice of protest,
      notice of default and of nonpayment, any failure to give notice to any
      Guarantor of failure of the Company, any Guarantor or any other Person to
      keep and perform any obligation, covenant or agreement under the terms of
      the Notes, the Note Purchase Agreements, this Guaranty or any other
      agreement or failure to resort for payment to the Company, any Guarantor
      or to any other Person or to any other guaranty or to any property,
      security, Liens or other rights or remedies; or

                                      -5-


            (10) the acceptance of any additional security or other guaranty,
      the advance of additional money to the Company or any other Person, the
      renewal or extension of the Notes or amendments, modifications, consents
      or waivers with respect to the Notes, the Note Purchase Agreements or any
      other agreement, or the sale, release, substitution or exchange of any
      security for the Notes; or

            (11) any merger or consolidation of the Company, any Guarantor or
      any other Person into or with any other Person or any sale, lease,
      transfer or other disposition of any of the assets of the Company, any
      Guarantor or any other Person to any other Person, or any change in the
      ownership of any shares of the Company, any Guarantor or any other Person;
      or

            (12) any defense whatsoever that: (i) the Company or any other
      Person might have to the payment of the Notes (principal, premium, if any,
      or interest), other than payment thereof in Federal or other immediately
      available funds, or (ii) the Company or any other Person might have to the
      performance or observance of any of the provisions of the Notes, the Note
      Purchase Agreements or any other agreement, whether through the
      satisfaction or purported satisfaction by the Company or any other Person
      of its debts due to any cause such as bankruptcy, insolvency,
      receivership, merger, consolidation, reorganization, dissolution,
      liquidation, winding-up or otherwise, other than the defense of
      indefeasible payment in full in cash of the Notes; or

            (13) any act or failure to act with regard to the Notes, the Note
      Purchase Agreements, this Guaranty or any other agreement or anything
      which might vary the risk of any Guarantor or any other Person; or

            (14) any other circumstance which might otherwise constitute a
      defense available to, or a discharge of, any Guarantor or any other Person
      in respect of the obligations of any Guarantor or other Person under this
      Guaranty or any other agreement, other than the defense of indefeasible
      payment in full in cash of the Notes;

provided that the specific enumeration of the above-mentioned acts, failures or
omissions shall not be deemed to exclude any other acts, failures or omissions,
though not specifically mentioned above, it being the purpose and intent of this
Guaranty and the parties hereto that the obligations of each Guarantor shall be
absolute and unconditional and shall not be discharged, impaired or varied
except by the payment of the principal of, premium, if any, and interest on the
Notes in accordance with their respective terms whenever the same shall become
due and payable as in the Notes provided, at the place specified in and all in
the manner and with the effect provided in the Notes and the Note Purchase
Agreements, as each may be amended or modified from time to time. Without
limiting the foregoing, it is understood that repeated and successive demands
may be made and recoveries may be had hereunder as and when, from time to time,
the Company shall default under or in respect of the terms of the Notes or the
Note Purchase Agreements and that notwithstanding recovery hereunder for or in
respect of any given default or defaults by the Company under the Notes or the
Note Purchase Agreements, this Guaranty shall remain in full force and effect
and shall apply to each and every subsequent default.

                                      -6-


      (d) All rights of any Holder may be transferred or assigned at any time
and shall be considered to be transferred or assigned at any time or from time
to time upon the transfer of such Note whether with or without the consent of or
notice to the Guarantors under this Guaranty or to the Company.

      (e) To the extent of any payments made under this Guaranty, the Guarantors
shall be subrogated to the rights of the Holder or Holders upon whose Notes such
payment was made, but each Guarantor covenants and agrees that such right of
subrogation shall be junior and subordinate in right of payment to the prior
indefeasible final payment in cash in full of all amounts due and owing by the
Company with respect to the Notes and the Note Purchase Agreements and by the
Guarantors under this Guaranty, and the Guarantors shall not take any action to
enforce such right of subrogation, and the Guarantors shall not accept any
payment in respect of such right of subrogation, until all amounts owed by the
Company under or in respect of the Notes and the Note Purchase Agreements and
all amounts owed by the Guarantors hereunder have indefeasibly been finally paid
in cash in full. If any amount shall be paid to any Guarantor in violation of
the preceding sentence at any time prior to the indefeasible payment in cash in
full of the Notes and all other amounts payable under the Notes, the Note
Purchase Agreements and this Guaranty, such amount shall be held in trust for
the benefit of the Holders and shall forthwith be paid to the Holders to be
credited and applied to the amounts due or to become due with respect to the
Notes and all other amounts payable under the Note Purchase Agreements and this
Guaranty, whether matured or unmatured.

      (f) To the extent of any payments made under this Guaranty, each Guarantor
making such payment shall have a right of contribution from the other
Guarantors, but such Guarantor covenants and agrees that such right of
contribution shall be subordinate in right of payment to the rights of the
Holders for which full payment has not been made or provided for and, to that
end, such Guarantor agrees not to claim or enforce any such right of
contribution unless and until all of the Notes and all other sums due and
payable under the Note Purchase Agreements have been fully and irrevocably paid
and discharged.

      (g) Each Guarantor agrees that to the extent the Company or any other
Person makes any payment on any Note, which payment or any part thereof is
subsequently invalidated, voided, declared to be fraudulent or preferential, set
aside, recovered, rescinded or is required to be retained by or repaid to a
trustee, receiver, or any other Person under any bankruptcy code, common law, or
equitable cause, then and to the extent of such payment, the obligation or the
part thereof intended to be satisfied shall be revived and continued in full
force and effect with respect to the Guarantors' obligations hereunder, as if
said payment had not been made. The liability of the Guarantors hereunder shall
not be reduced or discharged, in whole or in part, by any payment to any Holder
from any source that is thereafter paid, returned or refunded in whole or in
part by reason of the assertion of a claim of any kind relating thereto,
including, but not limited to, any claim for breach of contract, breach of
warranty, preference, illegality, invalidity, or fraud asserted by any account
debtor or by any other Person.

      (h) No Holder shall be under any obligation: (1) to marshal any assets in
favor of the Guarantors or in payment of any or all of the liabilities of the
Company under or in respect of the Notes or the obligations of the Guarantors
hereunder or (2) to pursue any other remedy that the

                                      -7-


Guarantors may or may not be able to pursue themselves and that may lighten the
Guarantors' burden, any right to which each Guarantor hereby expressly waives.

SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE GUARANTORS.

      Each Guarantor represents and warrants to each Holder that:

      (a) Such Guarantor is a corporation or other legal entity duly organized,
validly existing and in good standing under the laws of its jurisdiction of
organization, and is duly qualified as a foreign corporation or other legal
entity and is in good standing in each jurisdiction in which such qualification
is required by law, other than those jurisdictions as to which the failure to be
so qualified or in good standing would not, individually or in the aggregate,
reasonably be expected to have a material adverse effect on (1) the business,
operations, affairs, financial condition, assets or properties of such Guarantor
and its subsidiaries, taken as a whole, or (2) the ability of such Guarantor to
perform its obligations under this Guaranty, or (3) the validity or
enforceability of this Guaranty (herein in this SECTION 5, a "Material Adverse
Effect"). Such Guarantor has the power and authority to own or hold under lease
the properties it purports to own or hold under lease, to transact the business
it transacts and proposes to transact, to execute and deliver this Guaranty and
to perform the provisions hereof.

      (b) This Guaranty has been duly authorized by all necessary action on the
part of such Guarantor, and this Guaranty constitutes a legal, valid and binding
obligation of such Guarantor enforceable against such Guarantor in accordance
with its terms, except as such enforceability may be limited by (1) applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting the enforcement of creditors' rights generally and (2) general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).

      (c) The execution, delivery and performance by such Guarantor of this
Guaranty will not (1) contravene, result in any breach of, or constitute a
default under, or result in the creation of any Lien in respect of any property
of such Guarantor or any of its subsidiaries under any indenture, mortgage, deed
of trust, loan, purchase or credit agreement, lease, charter document or by-law,
or any other agreement or instrument to which such Guarantor or any of its
subsidiaries is bound or by which such Guarantor or any of its subsidiaries or
any of their respective properties may be bound or affected, (2) conflict with
or result in a breach of any of the terms, conditions or provisions of any
order, judgment, decree, or ruling of any court, arbitrator or Governmental
Authority applicable to such Guarantor or any of its subsidiaries or (3) violate
any provision of any statute or other rule or regulation of any Governmental
Authority applicable to such Guarantor or any of its subsidiaries.

      (d) No consent, approval or authorization of, or registration, filing or
declaration with, any Governmental Authority is required in connection with the
execution, delivery or performance by such Guarantor of this Guaranty.

      (e) Such Guarantor is solvent, has capital not unreasonably small in
relation to its business or any contemplated or undertaken transaction and has
assets having a value both at fair

                                      -8-


valuation and at present fair salable value greater than the amount required to
pay its debts as they become due and greater than the amount that will be
required to pay its probable liability on its existing debts as they become
absolute and matured. Such Guarantor does not intend to incur, or believe or
should have believed that it will incur, debts beyond its ability to pay such
debts as they become due. Such Guarantor will not be rendered insolvent by the
execution and delivery of, and performance of its obligations under, this
Guaranty. Such Guarantor does not intend to hinder, delay or defraud its
creditors by or through the execution and delivery of, or performance of its
obligations under, this Guaranty.

SECTION 6. GUARANTOR COVENANTS.

      From and after the date of issuance of the Notes by the Company and
continuing so long as any amount remains unpaid thereon each Guarantor agrees to
comply with the terms and provisions of Sections 9.1, 9.2, 9.3, 9.4 and 9.5 of
the Note Purchase Agreements, insofar as such provisions apply to such
Guarantor, as if said Sections were set forth herein in full.

SECTION 7. PAYMENTS FREE AND CLEAR OF TAXES.

      Each payment by any Guarantor shall be made, under all circumstances,
without setoff, counterclaim or reduction for, and free from and clear of, and
without deduction for or because of, any and all present or future taxes,
levies, imposts, duties, fees, charges, deductions, withholding, restrictions or
conditions of any nature whatsoever (hereinafter called "Relevant Taxes")
imposed, levied, collected, assessed, deducted or withheld by the government of
any country or jurisdiction (or any authority therein or thereof) other than the
United States of America from or through which payments hereunder or on or in
respect of the Notes are actually made (each a "Taxing Jurisdiction"), unless
such imposition, levy, collection, assessment, deduction, withholding or other
restriction or condition is required by law. Notwithstanding anything herein to
the contrary, "Relevant Taxes" shall not include taxes imposed on or measured by
any Holder's assets, net income or franchise taxes arising after the date hereof
solely as a result of or attributable to a Holder changing its designated home
office after the date the Holder becomes entitled to the benefits hereof. If a
Guarantor is required by law to make any payment under this Guaranty subject to
such deduction, withholding or other restriction or condition, then such
Guarantor shall forthwith (i) pay over to the government or taxing authority
imposing such tax the full amount required to be deducted, withheld from or
otherwise paid by such Guarantor (including the full amount required to be
deducted or withheld from or otherwise paid by such Guarantor in respect of the
Tax Indemnity Amounts (as defined below)); (ii) pay each Holder such additional
amounts ("Tax Indemnity Amounts") as may be necessary in order that the net
amount of every payment made to each Holder, after provision for payment of such
Relevant Taxes (including any required deduction, withholding or other payment
of tax on or with respect to such Tax Indemnity Amounts), shall be equal to the
amount which such holder would have received had there been no imposition, levy,
collection, assessment, deduction, withholding or other restriction or
condition. Notwithstanding the provisions of this SECTION 7, no such Tax
Indemnity Amounts shall be payable for or on account of any tax, assessment or
other governmental charge that is imposed or withheld by reason of the failure
of the Holder to complete, execute and deliver to such Guarantor any form or
document to the extent applicable to such Holder that may be required by law or
by reason of administration of such law and which

                                      -9-


is reasonably requested in writing to be delivered by such Guarantor in order to
enable such Guarantor to make payments pursuant to this SECTION 7 without
deduction or withholding for taxes, assessments or governmental charges, or with
deduction or withholding of such lesser amount, which form or document shall be
delivered within one hundred twenty days of a written request therefor by such
Guarantor. If in connection with the payment of any such Tax Indemnity Amounts,
any Holder that is a United States person within the meaning of the Code or a
foreign person engaged in a trade or business within the United States of
America, incurs taxes imposed by the United States of America or any political
subdivision or taxing authority therein ("United States Taxes") on such Tax
Indemnity Amounts, such Guarantor shall pay to such Holder such further amount
as will insure that the net amount actually received by that Holder (taking into
account any withholding or deduction in respect of any such further amount) is
equal to the amount which such Holder would have received after all United
States Taxes on such Tax Indemnity Amounts and on any further amount had such
withholding or deduction not been made. If any Holder shall become aware that it
is entitled to a refund in respect of Relevant Taxes for which it has been
indemnified by any Guarantor pursuant to this Section, such Holder shall
promptly notify the Guarantor of the availability of such refund and shall,
within 30 days after receipt of a written request by the Guarantor apply for
such refund at the Guarantor's sole cost and expense, and within 30 days of
receipt thereof, pay such refund to the Guarantor net of all reasonable
out-of-pocket expenses of such Holder and net of any taxes payable by the Holder
with respect to the receipt or accrual of the tax refund plus any tax benefit
realized by Holder from the payment of the amount to the Guarantor and without
interest (other than interest, if any, included in such refund).

SECTION 8. GOVERNING LAW.

      (a) THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK APPLICABLE THEREIN.

      (b) EACH GUARANTOR HEREBY (I) IRREVOCABLY SUBMITS AND CONSENTS TO THE
JURISDICTION OF THE FEDERAL COURT LOCATED WITHIN THE COUNTY OF NEW YORK, STATE
OF NEW YORK (OR IF SUCH COURT LACKS JURISDICTION, THE STATE COURTS LOCATED
THEREIN), AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS RELATING TO
THIS GUARANTY MAY BE LITIGATED IN SUCH COURTS, AND (II) WAIVES ANY OBJECTION
WHICH IT MAY HAVE BASED ON IMPROPER VENUE OR FORUM NON CONVENIENS TO THE CONDUCT
OF ANY PROCEEDING IN ANY SUCH COURT AND WAIVES PERSONAL SERVICE OF ANY AND ALL
PROCESS UPON IT, AND (III) CONSENTS THAT ALL SUCH SERVICE OF PROCESS BE MADE BY
DELIVERY TO IT AT THE ADDRESS OF SUCH PERSON SET FORTH IN SECTION 11 BELOW.
NOTHING CONTAINED IN THIS SECTION SHALL AFFECT THE RIGHT OF ANY HOLDER TO SERVE
LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING ANY ACTION OR
PROCEEDING IN THE COURTS OF ANY JURISDICTION AGAINST A GUARANTOR OR TO ENFORCE A
JUDGMENT OBTAINED IN THE COURTS OF ANY OTHER JURISDICTION.

      (c) THE PARTIES HERETO WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN
RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, BETWEEN
THEM ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THE
RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS GUARANTY, ANY
FINANCING AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR
DELIVERED IN CONNECTION

                                      -10-


HEREWITH OR THE TRANSACTIONS RELATED HERETO. THE PARTIES HERETO HEREBY AGREE AND
CONSENT THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED
BY COURT TRIAL WITHOUT A JURY AND THAT ANY OF THEM MAY FILE AN ORIGINAL
COUNTERPART OR A COPY OF THIS GUARANTY WITH ANY COURT AS WRITTEN EVIDENCE OF THE
CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

SECTION 9. JUDGMENTS.

      Any payment made by a Guarantor to any Holder for the account of any such
Holder in respect of any amount payable by such Guarantor shall be made in the
lawful currency of the United States of America ("U.S. Dollars"). Any amount
received or recovered by such Holder other than in U.S. Dollars (whether as a
result of, or of the enforcement of, a judgment or order of any court, or in the
liquidation or dissolution of such Guarantor or otherwise) in respect of any
such sum expressed to be due hereunder or under the Notes shall constitute a
discharge of such Guarantor only to the extent of the amount of U.S. Dollars
which such Holder is able, in accordance with normal banking procedures, to
purchase with the amount so received or recovered in that other currency on the
date of the receipt or recovery (or, if it is not practicable to make that
purchase on such date, on the first date on which it is practicable to do so).
If the amount of U.S. Dollars so purchased is less than the amount of U.S.
Dollars expressed to be due hereunder or under the Notes, such Guarantor shall
indemnify such Holder against any loss sustained by such Holder as a result, and
in any event, such Guarantor shall indemnify such Holder against the cost of
making any such purchase. These indemnities shall constitute a separate and
independent obligation from the other obligations herein, shall give rise to a
separate and independent cause of action, shall apply irrespective of any
indulgence granted by any such Holder, shall continue in full force and effect
despite any judgment, order, claim or proof for a liquidated amount in respect
of any such sum due hereunder or any judgment or order and shall survive the
payment of the Notes and the termination of this Guaranty.

SECTION 10. AMENDMENTS, WAIVERS AND CONSENTS.

      (a) This Guaranty may be amended, and the observance of any term hereof
may be waived (either retroactively or prospectively), with (and only with) the
written consent of each Guarantor and the Required Holders.

      (b) The Guarantors will provide each Holder (irrespective of the amount of
Notes then owned by it) with sufficient information, sufficiently far in advance
of the date a decision is required, to enable such Holder to make an informed
and considered decision with respect to any proposed amendment, waiver or
consent in respect of any of the provisions hereof. The Guarantors will deliver
executed or true and correct copies of each amendment, waiver or consent
effected pursuant to the provisions of this SECTION 10 to each Holder promptly
following the date on which it is executed and delivered by, or receives the
consent or approval of, the Required Holders.

      (c) The Guarantors will not, nor will they permit any Subsidiary or any
Affiliate to, directly or indirectly pay or cause to be paid any remuneration,
whether by way of fee or otherwise, or grant any security, to any Holder as
consideration for or as an inducement to the

                                      -11-


entering into by any Holder of any waiver or amendment of any of the terms and
provisions hereof unless such remuneration is concurrently paid, or security is
concurrently granted, on the same terms, ratably to each Holder even if such
Holder did not consent to such waiver or amendment.

      (d) Any amendment or waiver consented to as provided in this SECTION 10
applies equally to all Holders and is binding upon them and upon each future
Holder and upon the Guarantors. No such amendment or waiver will extend to or
affect any obligation, covenant or agreement not expressly amended or waived or
impair any right consequent thereon. No course of dealing between the Guarantors
and any Holder nor any delay in exercising any rights hereunder shall operate as
a waiver of any rights of any Holder. As used herein, the term "this Guaranty"
and references thereto shall mean this Guaranty as it may from time to time be
amended or supplemented.

      (e) Solely for the purpose of determining whether the Holders of the
requisite percentage of the aggregate principal amount of Notes then outstanding
approved or consented to any amendment, waiver or consent to be given under this
Guaranty, Notes directly or indirectly owned by any Guarantor, the Company or
any of their respective subsidiaries or Affiliates shall be deemed not to be
outstanding.

SECTION 11. NOTICES.

      All notices and communications provided for hereunder shall be in writing
and sent (a) by telefacsimile if the sender on the same day sends a confirming
copy of such notice by a recognized overnight delivery service (charges
prepaid), or (b) by registered or certified mail with return receipt requested
(postage prepaid), or (c) by a recognized overnight delivery service (with
charges prepaid). Any such notice must be sent:

            (1) if to an Initial Note Purchaser or such Initial Note Purchaser's
      nominee, to such Initial Note Purchaser or such Initial Note Purchaser's
      nominee at the address specified for such communications in Schedule A to
      the Note Purchase Agreements, or at such other address as such Initial
      Note Purchaser or such Initial Note Purchaser's nominee shall have
      specified to any Guarantor or the Company in writing,

            (2) if to any other Holder, to such Holder at such address as such
      Holder shall have specified to any Guarantor or the Company in writing, or

            (3) if to any Guarantor, to such Guarantor c/o the Company at its
      address set forth at the beginning of the Note Purchase Agreements to the
      attention of Chief Financial Officer, or at such other address as such
      Guarantor shall have specified to the Holders in writing.

Notices under this SECTION 11 will be deemed given only when actually received.

                                      -12-


SECTION 12. MISCELLANEOUS.

      (a) No remedy herein conferred upon or reserved to any Holder is intended
to be exclusive of any other available remedy or remedies, but each and every
such remedy shall be cumulative and shall be in addition to every other remedy
given under this Guaranty now or hereafter existing at law or in equity. No
delay or omission to exercise any right or power accruing upon any default,
omission or failure of performance hereunder shall impair any such right or
power or shall be construed to be a waiver thereof but any such right or power
may be exercised from time to time and as often as may be deemed expedient. In
order to entitle any Holder to exercise any remedy reserved to it under this
Guaranty, it shall not be necessary for such Holder to physically produce its
Note in any proceedings instituted by it or to give any notice, other than such
notice as may be herein expressly required.

      (b) The Guarantors will pay all sums becoming due under this Guaranty by
the method and at the address specified in the Note Purchase Agreements, or by
such other method or at such other address as any Holder shall have from time to
time specified to the Guarantors in writing for such purpose, without the
presentation or surrender of this Guaranty or any Note.

      (c) Any provision of this Guaranty that is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall (to the full extent permitted by law) not invalidate or
render unenforceable such provision in any other jurisdiction.

      (d) If the whole or any part of this Guaranty shall be now or hereafter
become unenforceable against any one or more of the Guarantors for any reason
whatsoever or if it is not executed by any one or more of the Guarantors, this
Guaranty shall nevertheless be and remain fully binding upon and enforceable
against each other Guarantor as if it had been made and delivered only by such
other Guarantors.

      (e) This Guaranty shall be binding upon each Guarantor and its successors
and assigns and shall inure to the benefit of each Holder and its successors and
assigns so long as its Notes remain outstanding and unpaid.

      (f) This Guaranty may be executed in any number of counterparts, each of
which shall be an original but all of which together shall constitute one
instrument. Each counterpart may consist of a number of copies hereof, each
signed by less than all, but together signed by all, of the parties hereto.

SECTION 13. INDEMNITY.

      To the fullest extent of applicable law, each Guarantor shall indemnify
and save each Holder harmless from and against any losses which may arise by
virtue of any of the obligations hereby guaranteed being or becoming for any
reason whatsoever in whole or in part void, voidable, contrary to law, invalid,
ineffective or otherwise unenforceable by the Holder or any of them in
accordance with its terms (all of the foregoing collectively, an "Indemnifiable

                                      -13-


Circumstance"). For greater certainty, these losses shall include without
limitation all obligations hereby guaranteed which would have been payable by
the Company but for the existence of an Indemnifiable Circumstance, net of any
withholding or deduction of or on account of any Relevant Tax in accordance with
SECTION 7 hereof; provided, however, that the extent of the Guarantor's
aggregate liability under this SECTION 13 shall not at any time exceed the
amount (but for any Indemnifiable Circumstance) otherwise guaranteed pursuant to
SECTION 2.

                              [Intentionally Blank]

                                      -14-


      IN WITNESS WHEREOF, the undersigned has caused this Guaranty to be duly
executed by an authorized representative as of this ___ day of ____________,
2005.

                                  1133 D.C., L.L.C.
                                  (Manager)
                                  280 INTERSTATE NORTH, L.L.C.
                                  (Manager)
                                  5660 NND, L.L.C.
                                  (Manager)
                                  ADVANTIS CONSTRUCTION COMPANY
                                  (Senior Vice President)
                                  ADVANTIS REAL ESTATE SERVICES COMPANY
                                  (Senior Vice President)
                                  APALACHICOLA NORTHERN RAILROAD COMPANY
                                  (Senior Vice President)
                                  ARVIDA HOUSING L.P., INC.
                                  (Senior Vice President)
                                  ARVIDA MID-ATLANTIC HOMES, INC.
                                  (Senior Vice President)
                                  BEACON SQUARE, L.L.C.
                                  (Manager)
                                  C RIDGE ONE, L.L.C.
                                  (Manager)
                                  CROOKED CREEK REAL ESTATE COMPANY
                                  (Senior Vice President)
                                  CROOKED CREEK UTILITY COMPANY
                                  (Senior Vice President)
                                  DEER POINT I & II, LLC
                                  (Manager)
                                  GEORGIA TIMBER, LLC
                                  (Senior Vice President)
                                  GEORGIA WIND I, LLC
                                  (Manager)
                                  GEORGIA WIND II, LLC
                                  (Manager)
                                  GEORGIA WIND III, LLC
                                  (Manager)
                                  MCNEILL BURBANK HOMES, LLC
                                  (Senior Vice President)
                                  MILLENIA PARK ONE, L.L.C.
                                  (Manager)
                                  MONTEITH HOLDINGS, LLC
                                  (Senior Vice President)

                                      -15-


                                  OVERLOOK I & II, LLC
                                  (Manager)
                                  PARK POINT LAND, LLC
                                  (Manager)
                                  PSJ WATERFRONT, LLC
                                  (Manager)
                                  RIVERSIDE CORPORATE CENTER, L.L.C.
                                  (Manager)
                                  SAUSSY BURBANK, INC.
                                  (Senior Vice President)
                                  SGW, INC.
                                  (Senior Vice President)
                                  SOUTHHALL CENTER, L.L.C.
                                  (Manager)
                                  SOUTHWOOD REAL ESTATE, INC.
                                  (Senior Vice President)
                                  ST. JAMES ISLAND UTILITY COMPANY
                                  (Senior Vice President)
                                  ST. JOE CENTRAL FLORIDA CONTRACTING, INC.
                                  (Senior Vice President)
                                  ST. JOE COMMERCIAL DEVELOPMENT, INC.
                                  (Senior Vice President)
                                  ST. JOE COMMERCIAL, INC.
                                  (Senior Vice President)
                                  ST. JOE COMMUNITY SALES, INC.
                                  (Senior Vice President)
                                  ST. JOE DEERWOOD PARK, L.L.C.
                                  (Manager)
                                  ST. JOE DEVELOPMENT, INC.
                                  (Senior Vice President)
                                  ST. JOE FINANCE COMPANY
                                  (Senior Vice President)
                                  ST. JOE HOME BUILDING, L.P.
                                  BY: ST. JOE WEST FLORIDA CONTRACTING, INC.,
                                  GENERAL PARTNER
                                  (Senior Vice President)
                                  ST. JOE LAND COMPANY
                                  (Senior Vice President)
                                  ST. JOE NORTHEAST FLORIDA CONTRACTING, INC.
                                  (Senior Vice President)
                                  ST. JOE RESIDENTIAL ACQUISITIONS, INC.
                                  (Senior Vice President)
                                  ST. JOE RESORTS & CLUBS, L.L.C.
                                  (Manager)

                                      -16-


                                  ST. JOE TERMINAL COMPANY
                                  (Senior Vice President)
                                  ST. JOE TIMBERLAND
                                  COMPANY OF DELAWARE, L.L.C.
                                  (Senior Vice President)
                                  ST. JOE TOWNS & RESORTS, L.P.
                                  BY: ST. JOE/ARVIDA COMPANY, INC.,
                                  GENERAL PARTNER
                                  (Senior Vice President)
                                  ST. JOE UTILITIES COMPANY
                                  (Senior Vice President)
                                  ST. JOE WEST FLORIDA CONTRACTING, INC.
                                  (Senior Vice President)
                                  ST. JOE-SOUTHWOOD PROPERTIES, INC.
                                  (Senior Vice President)
                                  ST. JOE/ALHAMBRA DEVELOPMENT COMPANY
                                  (Senior Vice President)
                                  ST. JOE/ALHAMBRA MANAGEMENT COMPANY
                                  (Senior Vice President)
                                  ST. JOE/ARVIDA COMPANY, INC.
                                  (Senior Vice President)
                                  SUNSHINE STATE CYPRESS, INC.
                                  (Senior Vice President)
                                  TALISMAN SUGAR COMPANY
                                  (Senior Vice President)
                                  THE PORT ST. JOE MARINA, INC.
                                  (Senior Vice President)
                                  WATERCOLOR VACATION RENTALS, INC.
                                  (Senior Vice President)
                                  WATERSOUND VACATION RENTALS, INC.
                                  (Senior Vice President)

                                  By: __________________________________________
                                           Stephen W. Solomon, as its Manager
                                           or Senior Vice President, as the
                                           case may be

                                  ST. JOE CAPITAL I, INC.

                                  By: __________________________________________
                                           David F. Childers, III
                                           President

                                      -17-


                                  RESIDENTIAL COMMUNITY TITLE COMPANY

                                  By: __________________________________________
                                           Christine M. Marx
                                           Vice President

                                  PARADISE POINTE, L.L.C.
                                  By: Perico Harbor Acquisitions, Inc., Member

                                  By: __________________________________________
                                      Name:_____________________________________
                                      Its: _____________________________________

                                      -18-


                                  Accepted and Agreed:

                                  THE ST. JOE COMPANY

                                  By: __________________________________________
                                      Name:
                                      Title:

                                      -19-


                         SUBSIDIARY GUARANTY SUPPLEMENT

To the Holders of the Series G Notes, Series H
 Notes and the Series I Notes (each as
 hereinafter defined) of The St. Joe Company
 (the "Company")

Ladies and Gentlemen:

      WHEREAS, in order to refinance certain debt and for general corporate
purposes, the Company issued (a) $65,000,000 aggregate principal amount of its
5.28% Senior Notes, Series G, due August 25, 2015 (the "Series G Notes"), (b)
$65,000,000 aggregate principal amount of its 5.38% Senior Notes, Series H, due
August 25, 2017 (the "Series H Notes"), and (c) $20,000,000 aggregate principal
amount of its 5.49% Senior Notes, Series I, due August 25, 2020 (the "Series I
Notes"; the Series G Notes, the Series H Notes and the Series I Notes being
hereinafter collectively referred to as the "Notes"), pursuant to those certain
Note Purchase Agreements dated as of August 25, 2005 (the "Note Purchase
Agreements") between the Company and each of the purchasers named on Schedule A
thereto (the "Initial Note Purchasers").

      WHEREAS, as a condition precedent to their purchase of the Notes, the
Initial Note Purchasers required that certain subsidiaries of the Company enter
into a Subsidiary Guaranty Agreement as security for the Notes (the "Subsidiary
Guaranty").

      Pursuant to Section 9.8 of the Note Purchase Agreements, the Company has
agreed to cause the undersigned, ______________, a ______________ organized
under the laws of _______________ (the "Additional Guarantor"), to join in the
Subsidiary Guaranty. In accordance with the requirements of the Subsidiary
Guaranty, the Additional Guarantor desires to amend the definition of Guarantor
(as the same may have been heretofore amended) set forth in the Subsidiary
Guaranty attached hereto so that at all times from and after the date hereof,
the Additional Guarantor shall be jointly and severally liable as set forth in
the Subsidiary Guaranty for the obligations of the Company under the Note
Purchase Agreements and Notes to the extent and in the manner set forth in the
Subsidiary Guaranty.

      The undersigned is the duly elected ______________ of the Additional
Guarantor, a subsidiary of the Company, and is duly authorized to execute and
deliver this Guaranty Supplement to each of you. The execution by the
undersigned of this Guaranty Supplement shall evidence its consent to and
acknowledgment and approval of the terms set forth herein and in the Subsidiary
Guaranty and by such execution the Additional Guarantor shall be deemed to have
made in favor of the Holders the representations and warranties set forth in
Section 5 of the Subsidiary Guaranty.

      Upon execution of this Subsidiary Guaranty Supplement, the Subsidiary
Guaranty shall be deemed to be amended as set forth above. Except as amended
herein, the terms and

                                    EXHIBIT A
                            (to Subsidiary Guaranty)



provisions of the Subsidiary Guaranty are hereby ratified, confirmed and
approved in all respects.

      Any and all notices, requests, certificates and other instruments
(including the Notes) may refer to the Subsidiary Guaranty without making
specific reference to this Subsidiary Guaranty Supplement, but nevertheless all
such references shall be deemed to include this Subsidiary Guaranty Supplement
unless the context shall otherwise require.

      Dated: _________________, _____.

                                           [NAME OF ADDITIONAL GUARANTOR]

                                           By __________________________________
                                              Its

                                       A-2