Attached files
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8-K - FORM 8-K - GEO GROUP INC | g21537e8vk.htm |
Exhibit 10.1
EXECUTION COUNTERPART
AMENDMENT NO. 7
AMENDMENT NO. 7 dated as of December 4, 2009 among THE GEO GROUP, INC., a Florida corporation,
as borrower (the Borrower), its Subsidiaries listed on the signature pages hereto, as
guarantors (the Guarantors) and BNP PARIBAS, in its capacity as Administrative Agent
under the Credit Agreement referred to below (together with its permitted successors, the
Administrative Agent).
The Borrower, the Lenders party thereto and the Administrative Agent are parties to a Third
Amended and Restated Credit Agreement dated as of January 24, 2007 (as modified and supplemented
and in effect from time to time, the Credit Agreement), providing, subject to the terms
and conditions thereof, for extensions of credit (by means of loans and letters of credit) to be
made by said Lenders to the Borrower.
The Borrower has requested that the Credit Agreement be amended in certain respects, and the
requisite Lenders have authorized the Administrative Agent to agree to such request on the terms
and conditions hereof. Accordingly, the parties hereto hereby agree as follows:
Section 1. Definitions. Except as otherwise defined or amended and restated in this
Amendment No. 7, terms defined in the Credit Agreement are used herein as defined therein.
Section 2. Amendments. Subject to the satisfaction of the condition precedent
specified in Section 3 below, but effective as of the date hereof, the Credit Agreement shall be
amended as follows:
2.01. References Generally. References in the Credit Agreement (including references
to the Credit Agreement as amended hereby) to this Agreement (and indirect references such as
hereunder, hereby, herein and hereof) shall be deemed to be references to the Credit
Agreement as amended hereby.
2.02. Definitions. Section 1.1 of the Credit Agreement shall be amended
by:
(a) Amending and restating the definition of Adjusted EBITDA as follows:
Adjusted EBITDA means, for any period, (a) if operating income less
Non-Recourse Debt Service of all Unrestricted Subsidiaries for such period is less than or
equal to 15% of the operating income less Non-Recourse Debt Service of the Borrower and its
Subsidiaries for such period, in each case calculated on a consolidated basis, EBITDA for
such period calculated as if the references in the definition of EBITDA and Net Income
to Restricted Subsidiaries instead referred to all Subsidiaries and without giving effect to
clause (c) in the definition of Net Income (Modified EBITDA) and (b) if the
operating income less Non-Recourse Debt Service of all Unrestricted Subsidiaries for such
period is greater than 15% of the operating income less Non-Recourse Debt Service of the
Borrower and its Subsidiaries for such period, in each case calculated on a consolidated
basis, EBITDA.
(b) Amending the definition of EBITDA by adding (other than Non-Recourse Debt Service
of Australasian Correctional Investment Pty Ltd) after (2) Non-Recourse Debt Service.
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(c) Amending clause (b) of the definition of Net Income by adding and except to the extent
included pursuant to Section 14.9 hereof after except to the extent included pursuant to the
foregoing clause (a).
(d) Amending and restating the definition of Non-Recourse Debt Service as follows:
Non-Recourse Debt Service means, with respect to any Person, for any period,
the sum of (a) the net interest expense of such Person with respect to Non-Recourse Project
Financing Indebtedness determined for such period, without duplication, in accordance with
GAAP and (b) the scheduled principal payments required to be made during such period by such
Person with respect to Non-Recourse Project Financing Indebtedness.
Section 3. Conditions Precedent. The amendments set forth in Section 2 hereof shall
become effective, as of the date hereof, upon the receipt by the Administrative Agent of
counterparts of this Amendment No. 7 executed by the Borrower, the Guarantors and the
Administrative Agent together with authorizations to execute this Amendment No. 7 from the
requisite Lenders.
Section 4. Security Documents. The Borrower and the Guarantors hereby ratify and
confirm the respective Guaranty Obligations and Liens granted by them under the Security Documents
in favor of the Secured Parties.
Section 5. Miscellaneous. Except as herein provided, the Credit Agreement shall remain
unchanged and in full force and effect. This Amendment No. 7 may be executed in any number of
counterparts, all of which taken together shall constitute one and the same amendatory instrument
and any of the parties hereto may execute this Amendment No. 7 by signing any such counterpart.
This Amendment No. 7 shall be governed by, and construed in accordance with, the law of the State
of New York.
[Signature pages to follow]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 7 to the Credit
Agreement to be duly executed and delivered as of the day and year first above written.
THE GEO GROUP, INC. (formerly known as Wackenhut Corrections Corporation), as Borrower |
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By: | /s/ Brian R. Evans | |||
Name: | BRIAN R. EVANS | |||
Title: | Sr. VP & CFO The GEO Group, Inc. |
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CORRECTIONAL SERVICES CORPORATION, as Guarantor |
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By: | /s/ Brian R. Evans | |||
Name: | BRIAN R. EVANS | |||
Title: | VP & Treasurer Correctional Services Corp. |
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GEO HOLDINGS I, INC., as Guarantor |
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By: | /s/ Brian R. Evans | |||
Name: | BRIAN R. EVANS | |||
Title: | VP, Finance GEO Holdings I, Inc. |
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GEO ACQUISITION II, INC., as Guarantor |
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By: | /s/ Brian R. Evans | |||
Name: | BRIAN R. EVANS | |||
Title: | VP, Finance GEO Acquisition II, Inc. |
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GEO CARE, INC. (formerly known as Atlantic Shores Healthcare, Inc.), as Guarantor |
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By: | /s/ Brian R. Evans | |||
Name: | BRIAN R. EVANS | |||
Title: | Treasurer GEO Care, Inc. |
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GEO RE HOLDINGS LLC (formerly known as WCC RE Holdings LLC), as Guarantor |
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By: | /s/ Brian R. Evans | |||
Name: | BRIAN R. EVANS | |||
Title: | SVP & Treasurer GEO RE Holdings LLC |
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[Signature pages continue]
Amendment No. 7
CPT OPERATING PARTNERSHIP, L.P., as Guarantor | ||||||
By: Name: |
/s/ Brian R. Evans
|
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Title: | VP, Finance | |||||
CPT Operating Partnership L.P. | ||||||
CPT LIMITED PARTNER, LLC, as Guarantor | ||||||
By: Name: |
/s/ Brian R. Evans
|
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Title: | CPT Limited Partner, LLC | |||||
VP, Finance | ||||||
CORRECTIONAL PROPERTIES PRISON FINANCE LLC, as Guarantor | ||||||
By: Name: |
/s/ Brian R. Evans
VP, Finance |
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Title: | Correctional Properties Prison | |||||
Finance LLC | ||||||
PUBLIC PROPERTIES DEVELOPMENT AND LEASING LLC, as Guarantor | ||||||
By: Name: |
/s/ Brian R. Evans
|
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Title: | VP, Finance | |||||
Public Properties Development | ||||||
& Leasing LLC | ||||||
GEO TRANSPORT, INC., as Guarantor | ||||||
By: Name: |
/s/ Brian R. Evans
|
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Title: | VP & Treasurer | |||||
GEO Transport Inc. | ||||||
JUST CARE, INC., as Guarantor | ||||||
By: Name: |
/s/ Brian R. Evans
|
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Title: | VP & Treasurer | |||||
Just Care, Inc. |
[Signature pages continue]
Amendment No. 7
BNP PARIBAS, | ||||||||
as Lender | ||||||||
By: | /s/ John Treadwell, Jr. | |||||||
Name: | John Treadwell, Jr. | |||||||
Title: | Vice President | |||||||
By: | /s/ Nicole Mitchell | |||||||
Name: | NICOLE MITCHELL | |||||||
Title: | Vice President | |||||||
BNP PARIBAS, | ||||||||
as Administrative Agent | ||||||||
By: | /s/ John Treadwell, Jr. | |||||||
Name: | John Treadwell, Jr. | |||||||
Title: | Vice President | |||||||
By: | /s/ Nicole Mitchell | |||||||
Name: | NICOLE MITCHELL | |||||||
Title: | Vice President |
Amendment No. 7