First Amendment to Investment Management Agreement dated February 23, 2021, by and between The St. Joe Company and Fairholme Capital Management, L.L.C
Exhibit 10.6
FIRST AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT
This First Amendment to Investment Management Agreement (“First Amendment”) is made effective as of the 23rd day of February 2021, by and between FAIRHOLME CAPITAL MANAGEMENT, L.L.C., a Delaware limited liability company (“Manager”) and THE ST. JOE COMPANY, a Florida corporation (“Client”).
WHEREAS, the parties entered into that certain Investment Management Agreement dated August 23, 2019 (the “Agreement”); and now desire to make certain modifications to the terms of the Agreement.
NOW THEREFORE, in consideration of the mutual promises and covenants contained in this First Amendment and in the Agreement, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:
IN WITNESS WHEREOF, the parties have executed this First Amendment as of the day and year first above written.
FAIRHOLME CAPITAL MANAGEMENT, L.L.C. | | ST. JOE COMPANY | |||
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By: | /s/ Wayne Kellner | | By: | /s/ Marek Bakun | |
Name: | Wayne Kellner | | Name: | Marek Bakun | |
Title: | Chief Financial Officer | | Title: | EVP and Chief Financial Officer | |
Date: | February 23, 2021 | | Date: | February 23, 2021 | |
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Schedule B
INVESTMENT GUIDELINES AND RESTRICTIONS
(As of February 23, 2021)
General Guidelines
For the purposes of these Investment Guidelines and Restrictions, the “St. Joe Investment Portfolio” shall refer to St. Joe Company brokerage accounts managed by Fairholme Capital Management LLC (“Manager”).
Restrictions listed on this Schedule B dated February 23, 2021 compose all St. Joe Investment Portfolio restrictions for transactions by the Manager (“Specific Restrictions”). Specific restrictions from previous Investment Guidelines and Restrictions are terminated.
The Manager will review its compliance with Specific Restrictions before a securities transaction.
Specific Restrictions
Securities for purchase must be issues of the U.S. Treasury or U.S. Treasury Money Market Funds.
Authorized Signatories
FAIRHOLME CAPITAL MANAGEMENT, L.L.C. | | ST. JOE COMPANY | |||
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By: | /s/ Wayne Kellner | | By: | /s/ Marek Bakun | |
Name: | Wayne Kellner | | Name: | Marek Bakun | |
Title: | Chief Financial Officer | | Title: | EVP and Chief Financial Officer | |
Date: | February 23, 2021 | | Date: | February 23, 2021 | |
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