EXHIBIT 10.1
EXECUTION COPY
THIRD AMENDMENT
TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
DATED AS OF AUGUST 8, 2003
This THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
(together with all Exhibits, Schedules and Annexes hereto, this "Amendment") is
among CORRECTIONS CORPORATION OF AMERICA, a Maryland corporation (the
"Borrower"), the Lenders (as defined below), DEUTSCHE BANK SECURITIES INC., as
Syndication Agent, and SOCIETE GENERALE, as Documentation Agent, ▇▇▇▇▇▇ BROTHERS
INC., as Arranger, and ▇▇▇▇▇▇ COMMERCIAL PAPER INC., as administrative agent for
the Lenders (in such capacity, the "Administrative Agent").
PRELIMINARY STATEMENTS:
A. The Borrower, the lenders party thereto (the "Lenders"), the
Administrative Agent, ▇▇▇▇▇▇ Brothers Inc., as lead arranger and sole
book-running manager, Deutsche Bank Securities Inc. and UBS Warburg LLC, as
co-syndication agents, and Societe Generale, as documentation agent, have
entered into a Third Amended and Restated Credit Agreement, dated as of May 3,
2002, as amended (together with all Annexes, Exhibits and Schedules thereto, the
"Credit Agreement"; capitalized terms used and not otherwise defined herein
shall have the meanings ascribed to such terms in the Credit Agreement);
B. The Borrower has advised the Lenders that it desires to issue
additional 2Q 2003 Senior Notes and apply the proceeds thereof to repay a
portion of the outstanding Tranche B Term Loans; and
C. The Borrower has requested that the Lenders (i) amend the Credit
Agreement to provide for (1) the incurrence under the Credit Agreement of new
Tranche C Term Loans, which will refinance, in full, all remaining outstanding
Tranche B Term Loans, (2) the elimination of certain mandatory prepayment
requirements and (3) certain other amendments more specifically described herein
and (ii) agree to release certain specified items of Collateral.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. AMENDMENTS TO CREDIT AGREEMENT. Subject to the satisfaction of the
conditions set forth in Section 4 hereof, the Credit Agreement is amended as
follows:
(a) The following new definitions are hereby added to Section
1.1 of the Credit Agreement in the appropriate alphabetical order:
"3Q 2003 Senior Note Documentation": the 2Q 2003 Senior
Note Indenture and the 3Q 2003 Senior Note Purchase Agreement, together
with any other instruments and agreements entered into by the Borrower
or its Subsidiaries in connection therewith, as the same may be
amended, supplemented, replaced or otherwise modified from time to time
in accordance with this Agreement.
"3Q 2003 Senior Note Purchase Agreement": the Purchase
Agreement, dated on July 29, 2003, entered into by the Borrower and
▇▇▇▇▇▇ Brothers Inc., as the same may be amended, supplemented,
replaced or otherwise modified from time to time in accordance with
this Agreement.
"Asset-Based Non-Recourse Indebtedness": Indebtedness
of the Borrower or its Subsidiaries as to which (1) no default with
respect thereto (including any rights that the holders thereof may have
to take enforcement action against the Borrower or any Subsidiary)
would permit, upon notice, lapse of time or both, any holder of any
other Indebtedness (other than the Indebtedness incurred under this
Credit Agreement) of the Borrower or any of its Subsidiaries to declare
a default on such other Indebtedness or cause the payment thereof to be
accelerated or payable prior to its stated maturity (2) no default or
event of default under any other Indebtedness of the Borrower or any of
its Subsidiaries shall cause a default or event of default thereunder,
or give rise to any rights or remedies of the lenders thereunder, and
(3) the only recourse of the lenders thereunder will be to the assets
expressly permitted to be subject to a Lien thereunder pursuant to
Section 7.3(n).
"Third Amendment": the Third Amendment to the Third
Amended and Restated Credit Agreement, dated as of August 8, 2003.
"Third Amendment Effective Date": the "Amendment Effective
Date", as defined in the Third Amendment.
"Tranche C Term Loan": as defined in Section 2.1.
"Tranche C Term Loan Commitment": as to any Tranche C
Term Loan Lender, the obligation of such Lender, if any, to make a Term
Loan to the Borrower hereunder, in a principal amount not to exceed the
amount set forth under the heading "Tranche C Term Loan Commitment"
opposite such Lender's name on Schedule 1 to the Lender Addendum
delivered by such Lender or in the Assignment and Acceptance pursuant
to which such Lender became a party hereto, as the same may be changed
from time to time pursuant to the terms hereof; provided that the
original aggregate amount of the Tranche C Loan Commitments is
$275,000,000.
"Tranche C Term Loan Lender": each Lender that has a
Tranche C Term Loan Commitment or which is the holder of a Tranche C
Term Loan.
"Tranche C Term Loan Percentage": as to any Tranche C
Term Loan Lender at any time, the percentage which the aggregate
principal amount of such Lender's Tranche C Term Loans then outstanding
constitutes of the aggregate principal amount of the Tranche C Term
Loans then outstanding.
(b) Section 1.1 of the Credit Agreement is hereby amended by
deleting the definitions of "Build-to-Suit Capital Expenditures," "Consolidated
Current Assets," "Consolidated Current Liabilities," "Consolidated Working
Capital," "Excess Cash Flow" and "Excess Cash Flow Application Date" in their
entirety.
(c) The definition of "Applicable Margin" contained in Section
1.1 of the Credit Agreement is hereby amended to insert the following sentence
at the end thereof: "The Applicable Margin with respect to Tranche C Term Loans
shall be 1.75% for Base Rate Loans and 2.75% for Eurodollar Loans, provided that
on and after the first Adjustment Date subsequent to the Third Amendment
Effective Date, the Applicable Margin with respect to Tranche C Term Loans will
be determined pursuant to the Pricing Grid."
(d) The definition of "Asset Sale" contained in Section 1.1 of
the Credit Agreement is hereby amended by replacing the number "$5,000,000" with
"$15,000,000".
(e) The definition of "Capital Expenditures" contained in
Section 1.1 of the Credit Agreement is hereby amended to insert the following
proviso at the end thereof: "; provided that (i) Capital Expenditures
constituting a Permitted Acquisition shall not be considered Capital
Expenditures for purposes of the definition of "Consolidated Fixed Charge
Coverage Ratio" and Section 7.7 and (ii) Capital Expenditures made to expand
existing or construct new Prison Facilities shall not be considered Capital
Expenditures for purposes of the definition of "Consolidated Fixed Charge
Coverage Ratio".
(f) The definition of "Commitment" contained in Section 1.1 of
the Credit Agreement is hereby amended to insert the phrase "the Tranche C Loan
Commitment," immediately after the phrase "the Tranche B Loan Commitment,".
(g) The definition of "Consolidated EBITDA" contained in
Section 1.1 of the Credit Agreement is hereby amended to: (i) insert the phrase
"or any assets released from all Liens permitted by Section 7.3(n)" immediately
after the words "acquired by the Borrower or its Subsidiaries" in clause (i) of
the proviso thereof; (ii) replace the parenthetical in clause (i) of the proviso
thereof with the following: "(assuming the consummation of such acquisition, or
the release of such Lien, as the case may be, and the incurrence or assumption,
or repayment, as the case may be, of any Indebtedness in connection therewith
occurred on the first day of such period)"; (iii) insert the phrase "or any
assets made subject to any Lien permitted by Section 7.3(n)" immediately after
the words "Disposed of by the Borrower or its Subsidiaries" in clause (ii) of
the proviso thereof; (iv) replace the parenthetical in clause (ii) of the
proviso thereof with the following: "(assuming the consummation of such
Disposition, or the creation of such Lien, as the case may be, and the
repayment, or incurrence or assumption, as the case may be, of any Indebtedness
in connection therewith occurred on the first day of such period)" and (v)
insert the phrase "and the Consolidated Secured Leverage Ratio" immediately
after the words "Consolidated Leverage Ratio" in clause (ii) of the proviso
thereof.
(h) The definition of "Consolidated Fixed Charges" contained
in Section 1.1 of the Credit Agreement is hereby amended by replacing clause
(iii) therein with the following new clause (iii): "(iii) scheduled payments of
Tranche C Term Loans after March 31, 2007".
(i) The definition of "Consolidated Funded Debt" contained in
Section 1.1 of the Credit Agreement is hereby amended to insert the phrase
"(except Asset-Based Non-Recourse Indebtedness permitted by Section 7.2(q))"
after the words "Funded Debt".
(j) The definition of "Consolidated Net Income" contained in
Section 1.1 of the Credit Agreement is hereby amended to insert the following
proviso at the end thereof:
"; provided, further, that, Consolidated Net Income shall
be calculated to exclude: (1) any gain or loss, together with any related
provision for taxes on such gain or loss, realized in connection with (A) any
Asset Sale or Recovery Event, (B) any disposition of securities by the Borrower
or any of its Subsidiaries and (C) the extinguishment or prepayment of any
Indebtedness of the Borrower or any of its Subsidiaries, (2) any extraordinary
gain or loss, together with any related provision for taxes on such
extraordinary gain or loss, (3) any impairment losses recorded on the
consolidated financial statements of the Borrower and its Subsidiaries pursuant
to SFAS No. 142, "Goodwill and Other Intangible Assets", or SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets", (4) any loss
resulting from the change in fair value of a derivative financial instrument
recorded on the consolidated financial statements of the Borrower and its
Subsidiaries pursuant to Section SFAS No. 133 "Accounting for Derivative
Instruments and Hedging Activities", (5) the cumulative effect of any changes in
GAAP, and (6) any Capital Stock-based compensation expense.
(k) The definition of "Consolidated Secured Funded Debt"
contained in Section 1.1. of the Credit Agreement is hereby amended and restated
in its entirety as follows:
"Consolidated Secured Funded Debt": at any date, the sum
of (i) the aggregate principal amount of all Term Loans then
outstanding and (ii) the aggregate principal amount of all outstanding
Revolving Extensions of Credit.
(l) The definition of "Continuing Directors" contained in
Section 1.1 of the Credit Agreement is hereby amended by replacing the phrase
"on the Restatement Effective Date" with "on the Third Amendment Effective
Date".
(m) The definition of "Excluded Proceeds" contained in Section
1.1 of the Credit Agreement is hereby amended to replace the phrase "in respect
of the ▇▇▇▇ County, Houston or ▇▇▇▇▇▇▇ facilities" with "in respect of Prison
Facilities".
(n) The definition of "Facility" contained in Section 1.1 of
the Credit Agreement is hereby amended to (i) re-letter clause (c) as clause (d)
and (ii) insert the following new clause (c): "(c) the Tranche C Term Loan
Commitments and the Tranche C Term Loans made thereunder (the "Tranche C Term
Loan Facility"),".
(o) The definition of "Interest Period" contained in Section
1.1 of the Credit Agreement is hereby amended to replace the phrase "or the
Tranche B Term Loans" with the following phrase: ", the Tranche B Term Loans or
the Tranche C Term Loans".
(p) The definition of "L/C Commitment" contained in Section
1.1 of the Credit Agreement is hereby amended by replacing the number
"$50,000,000" with "$75,000,000".
(q) The definition of "Material Debt Instruments" contained in
Section 1.1 of the Credit Agreement is hereby amended by replacing the phrase
"and the 2Q 2003 Senior Note Documentation" with ", the 2Q Senior Note
Documentation and the 3Q 2003 Senior Note Documentation".
(r) The definition of "Mortgaged Properties" contained in
Section 1.1 of the Credit Agreement is hereby amended to insert the phrase "as
of the Third Amendment Effective Date" after the phrase "Schedule 1.1".
(s) The definition of "Qualified Trust Indebtedness" contained
in Section 1.1 of the Credit Agreement is hereby amended by replacing the term "
Tranche B Term Loans" with the term "Tranche C Term Loans".
(t) The definition of "Qualified Trust Preferred Stock"
contained in Section 1.1 of the Credit Agreement is hereby amended by replacing
the term " Tranche B Term Loans" with the term "Tranche C Term Loans".
(u) The definition of "Subsidiary Guarantor" contained in
Section 1.1 of the Credit Agreement is hereby amended and restated as follows:
"Subsidiary Guarantor": Each Subsidiary of the Borrower
party to the Guarantee and Security Agreement as of the Third Amendment
Effective Date and each Subsidiary of the Borrower that becomes a party
to the Guarantee and Security Agreement subsequent to the Third
Amendment Effective Date pursuant to Section 6.10.
(v) The definition of "Term Loan Facilities" contained in
Section 1.1 of the Credit Agreement is hereby amended by (i) replacing the word
"and" with "," and (ii) inserting "and the Tranche C Term Loan Facility" at the
end thereof.
(w) The definition of "Term Loan Lenders" contained in Section
1.1 of the Credit Agreement is hereby amended by (i) replacing the word "and"
with "," and (ii) inserting "and the Tranche C Term Loan Lenders" at the end
thereof.
(x) The definition of "Term Loans" contained in Section 1.1 of
the Credit Agreement is hereby amended by (i) replacing the word "and" with ","
and (ii) inserting "and the Tranche C Term Loans" at the end thereof.
(y) The definition of "Total Revolving Credit Commitments"
contained in Section 1.1 of the Credit Agreement is hereby amended by replacing
the proviso therein with the following new proviso: "provided that the amount of
the Total Revolving Credit Commitments on the Third Amendment Effective Date
shall be equal to the sum of $75,000,000 plus any additional Revolving Credit
Commitments received by the Administrative Agent on or prior to the Third
Amendment Effective Date (provided that such additional Revolving Credit
Commitments shall not exceed $50,000,000), as such amount may be increased in
accordance with Section 2.4(c)".
(z) The first sentence of Section 2.1 of the Credit Agreement
is hereby amended by (i) replacing the word "and" immediately preceding clause
(b) thereof with "," and inserting the following new clause (c) after the end
thereof: "and (c) subject to the terms and conditions of the Third Amendment,
each Tranche C Term Loan Lender severally agrees to make a term loan on the
Third Amendment Effective Date (a "Tranche C Term Loan") in an amount not to
exceed the amount of the Tranche C Term Loan Commitment of such Lender" and (ii)
adding the following sentences immediately after such first sentence: "In
addition, provided that no Default of Event or Default shall have occurred and
be continuing, the Borrower shall be entitled to request an increase
in the Tranche C Term Loan Commitments of up to $100,000,000 (reduced by the
amount of any increase in the Total Revolving Credit Commitments pursuant to
Section 2.4(c) after the Third Amendment Effective Date) in the aggregate at any
time on or after the Third Amendment Effective Date, with the written consent of
the Administrative Agent but without any consent from the Lenders, except the
Lenders providing all or part of the increased amount; and this Credit Agreement
may be amended by an agreement between the Borrower and the Administrative
Agent, without the need for any further approval or consent from the Lenders or
the other Agents, to the extent that the Administrative Agent determines to be
necessary to effectuate such increase."
(aa) Section 2.2 of the Credit Agreement is hereby amended by
inserting the following new clause (iii):
"(iii) The Borrower shall give the Administrative Agent
irrevocable Notice of Borrowing (which notice must be received by the
Administrative Agent prior to 12:00 noon, New York City time, one
Business Day prior to the anticipated Third Amendment Effective Date)
requesting that the Tranche C Term Loan Lenders make the Tranche C Term
Loans on the Third Amendment Effective Date and specifying the amount
to be borrowed. The Tranche C Term Loans made on the Third Amendment
Effective Date shall initially be Base Rate Loans. Upon receipt of such
notice the Administrative Agent shall promptly notify each Tranche C
Term Loan Lender thereof. Not later than 12:00 noon, New York City
time, on the Third Amendment Effective Date each Tranche C Term Loan
Lender shall make available to the Administrative Agent at the Funding
Office an amount in immediately available funds equal to the Tranche C
Term Loan to be made by such Lender. The Administrative Agent shall
make available to the Borrower the aggregate of amounts made available
to the Administrative Agent by the Tranche C Term Loan Lenders in like
funds. Tranche C Term Loan Commitments in existence on the Third
Amendment Effective Date and not funded on the Third Amendment
Effective Date will terminate on such date. To the extent that Tranche
B Term Loans are repaid with proceeds of Tranche C Term Loans, such
Tranche B Term Loans shall be deemed to have been assigned and
transferred to the Tranche C Term Loan Lenders (to be allocated amongst
such Lenders at the Administrative Agent's discretion) and thereafter
shall be outstanding as Tranche C Term Loans held by the Tranche C Term
Loan Lenders subject to and in accordance with all terms, conditions
and provisions of this Agreement applicable to the Tranche C Term
Loans."
(bb) Section 2.3 of the Credit Agreement is hereby amended by
inserting the following clause (c) at the end thereof:
"(c) The Tranche C Term Loan of each Tranche C Term
Loan Lender shall mature in 19 consecutive quarterly installments,
commencing on September 30, 2003, each of which shall be in a amount
equal to such Lender's Tranche C Term Loan Percentage multiplied by the
amount set forth below opposite such installment (which amount shall be
reduced as the result of the application of prepayments in accordance
with Section 2.18):
Installment Principal Amount
----------- ----------------
September 30, 2003 $687,500
Installment Principal Amount
----------- ----------------
December 31, 2003 $ 687,500
March 31, 2004 $ 687,500
June 30, 2004 $ 687,500
September 30, 2004 $ 687,500
December 31, 2004 $ 687,500
March 31, 2005 $ 687,500
June 30, 2005 $ 687,500
September 30, 2005 $ 687,500
December 31, 2005 $ 687,500
March 31, 2006 $ 687,500
June 30, 2006 $ 687,500
September 30, 2006 $ 687,500
December 31, 2006 $ 687,500
March 31, 2007 $ 687,500
June 30, 2007 $66,171,875
September 30, 2007 $66,171,875
December 31, 2007 $66,171,875
March 31, 2008 $66,171,875
(cc) Section 2.4(c) of the Credit Agreement is hereby amended
by (i) replacing the phrase "Second Amendment Effective Date" with "Third
Amendment Effective Date" and (ii) replacing the number "$35,000,000" with
"$50,000,000 (reduced by the amount of any increase in the Tranche C Term Loan
Commitments on or after the Third Amendment Effective Date in excess of
$50,000,000)".
(dd) Section 2.13 of the Credit Agreement is hereby amended to
insert the following new section (c):
"(c) In addition to the foregoing, after the Third
Amendment Effective Date the Borrower may convert at least $200,000,000
of the Tranche C Term Loans into a single Eurodollar Tranche maturing
August 22, 2003 (the maturity date of the Borrower's interest Hedge
Agreement in effect on the Third Amendment Effective Date) by giving
the Administrative Agent at least two Business Days' prior irrevocable
notice of such election and each Tranche C Term Loan Lender agrees to
make its pro rata share of such a Eurodollar Tranche available to the
Borrower. For purposes of this subsection (c), the Interest Period for
such Eurodollar Tranche shall be the period commencing on the date of
such conversion and ending on August 22, 2003, and the Eurodollar Base
Rate for such Eurodollar Tranche shall be the Eurodollar Base Rate for
a period most nearly corresponding to such Interest Period."
(ee) Section 2.18 of the Credit Agreement is hereby amended to
insert (i) the phrase "Tranche C Term Loan Percentages," in clause (a)
immediately after the phrase "Tranche B Term Loan Percentages," and (ii) the
following proviso at the end of the penultimate sentence of clause (b):
"provided that each payment (including each prepayment) of the Tranche C Term
Loans shall be applied to the installments of such Tranche C Term Loans, first,
in direct order of
maturity for the four quarterly installments due immediately after the date of
such payment and, second, with respect to any remainder, to the remaining
installments thereof in inverse order of maturity."
(ff) Section 4.16 of the Credit Agreement is hereby amended by
inserting the following sentence at the end thereof: "The proceeds of the
Tranche C Term Loans to be drawn on the Third Amendment Effective Date shall be
used to repay in full on the Third Amendment Effective Date the Tranche B Term
Loans."
(gg) Section 6.9 of the Credit Agreement is hereby amended and
restated as follows: "[Intentionally Omitted]."
(hh) Section 6.10 of the Credit Agreement is hereby amended
and restated as set forth on Annex 2 hereto.
(ii) The Consolidated Leverage Ratios set forth opposite the
fiscal quarters set forth below in Section 7.1(a) of the Credit Agreement are
hereby amended as follows:
Consolidated
Fiscal Quarter Leverage Ratio
-------------- --------------
FQ2 2003 5.90:1.00
FQ3 2003 5.90:1.00
FQ4 2003 5.90:1.00
FQ1 2004 5.90:1.00
FQ2 2004 5.90:1.00
FQ3 2004 5.75:1.00
FQ4 2004 5.50:1.00
FQ1 2005 5.50:1.00
FQ2 2005 5.25:1.00
FQ3 2005 5.25:1.00
FQ4 2005 5.00:1.00
FQ1 2006 5.00:1.00
FQ2 2006 5.00:1.00
FQ3 2006 4.75:1.00
FQ4 2006 4.75:1.00
FQ1 2007 4.50:1.00
FQ2 2007 4.50:1.00
FQ3 2007 4.50:1.00
FQ4 2007 4.50:1.00
FQ1 2008 4.50:1.00
FQ2 2008 4.50:1.00
FQ3 2008 4.50:1.00
FQ4 2008 4.50:1.00
(jj) The Consolidated Interest Coverage Ratios set forth
opposite the fiscal quarters set forth below in Section 7.1(b) of the Credit
Agreement are hereby amended as follows:
Consolidated Interest
Fiscal Quarter Coverage Ratio
-------------- ---------------------
FQ2 2003 2.15:1.00
FQ3 2003 2.15:1.00
FQ4 2003 2.15:1.00
FQ1 2004 2.15:1.00
FQ2 2004 2.15:1.00
FQ3 2004 2.25:1.00
FQ4 2004 2.25:1.00
FQ1 2005 2.25:1.00
FQ2 2005 2.25:1.00
FQ3 2005 2.25:1.00
FQ4 2005 2.25:1.00
FQ1 2006 2.25:1.00
FQ2 2006 2.25:1.00
FQ3 2006 2.50:1.00
FQ4 2006 2.50:1.00
FQ1 2007 2.50:1.00
FQ2 2007 2.50:1.00
FQ3 2007 2.50:1.00
FQ4 2007 2.50:1.00
FQ1 2008 2.50:1.00
FQ2 2008 2.50:1.00
FQ3 2008 2.50:1.00
FQ4 2008 2.50:1.00
(kk) The Consolidated Fixed Charge Coverage Ratios set forth
opposite the fiscal quarters set forth below in Section 7.1(c) of the Credit
Agreement are hereby amended as follows:
Consolidated Fixed
Fiscal Quarter Charge Coverage Ratio
-------------- ---------------------
FQ2 2003 1.25:1.00
FQ3 2003 1.25:1.00
FQ4 2003 1.25:1.00
FQ1 2004 1.25:1.00
FQ2 2004 1.25:1.00
FQ3 2004 1.25:1.00
FQ4 2004 1.25:1.00
Consolidated Fixed
Fiscal Quarter Charge Coverage Ratio
-------------- ---------------------
FQ1 2005 1.25:1.00
FQ2 2005 1.25:1.00
FQ3 2005 1.25:1.00
FQ4 2005 1.50:1.00
FQ1 2006 1.50:1.00
FQ2 2006 1.50:1.00
FQ3 2006 1.50:1.00
FQ4 2006 1.50:1.00
FQ1 2007 1.50:1.00
FQ2 2007 1.50:1.00
FQ3 2007 1.50:1.00
FQ4 2007 1.50:1.00
FQ1 2008 1.50:1.00
FQ2 2008 1.50:1.00
FQ3 2008 1.50:1.00
FQ4 2008 1.50:1.00
(ll) Section 7.1 of the Credit Agreement is hereby further
amended by (i) re-lettering clause (d) as clause (e) and (ii) inserting the
following new clause (d):
"(d) Consolidated Secured Leverage Ratio. Permit the
Consolidated Secured Leverage Ratio as of the last day of any period of
four consecutive fiscal quarters of the Borrower to exceed 2.50 to
1.00."
(mm) Section 7.2(c) of the Credit Agreement is hereby amended
by replacing the number "$15,000,000" with "$30,000,000".
(nn) Section 7.2(g) of the Credit Agreement is hereby amended
by replacing the number "$50,000,000" with "$100,000,000".
(oo) Section 7.2(h) of the Credit Agreement is hereby amended
by replacing clause (ii) thereof with the following new clause (ii):
"(ii) to make Capital Expenditures with respect to any
Prison Facility permitted by Section 7.7 in an aggregate amount not
exceeding $25,000,000 per fiscal year;"
(pp) Section 7.2(p) of the Credit Agreement is hereby amended
and restated in its entirety as follows:
"(p) unsecured Indebtedness of the Borrower created
under the 2Q 2003 Senior Note Indenture in respect of the 2Q 2003
Senior Notes in an aggregate principal amount not to exceed
$500,000,000 and Guarantee Obligations of any Subsidiary Guarantor in
respect of such Indebtedness;"
(qq) Section 7.2(q) of the Credit Agreement is hereby amended
by replacing the word "indebtedness" in the first line thereof with
"Indebtedness" and by replacing the number "$50,000,000" with "$150,000,000".
(rr) Section 7.2 of the Credit Agreement is hereby amended by
(i) deleting the word "and" at the end of clause (p), (ii) re-lettering clause
"(q)" thereof as clause "(r)" and (iii) inserting the following new clause (q):
"(q) Asset-Based Non-Recourse Indebtedness, in form
and substance reasonably satisfactory to the Administrative Agent,
secured by liens permitted by Section 7.3(n), in an aggregate principal
amount not to exceed $100,000,000; and"
(ss) Section 7.3 of the Credit Agreement is hereby amended by
(i) deleting the word "and" at the end of clause (l) thereof, (ii) replacing the
"." at the end of clause (m) thereof with "; and" and (iii) inserting the
following new clause (n):
"(n) Liens on assets of the Borrower and its Subsidiaries
to secure Asset-Based Non-Recourse Indebtedness which assets are not
subject to the Liens created pursuant to the Security Documents."
(tt) Section 7.5 of the Credit Agreement is hereby amended by
(i) deleting the word "and" at the end of clause (l) thereof, (ii) replacing the
"." at the end of clause (m) thereof with "; and" and (iii) inserting the
following new clause (n):
"(n) the Disposition of assets not constituting
Collateral to a Subsidiary that is not a Subsidiary Guarantor to be
used as security for Asset-Based Non-Recourse Indebtedness as
contemplated by Sections 7.3(n) and 7.2(q)."
(uu) Section 7.6(i) of the Credit Agreement is hereby amended
by replacing the number "$5,000,000" with "$25,000,000".
(vv) Section 7.7(a) of the Credit Agreement is deleted in its
entirety and replaced with the following:
"(a) Capital Expenditures by the Borrower and its
Subsidiaries in an aggregate amount in any one fiscal year not to
exceed the sum of (x) $100,000,000 and (y) 50% of positive Consolidated
Net Income for the immediately preceding fiscal year; provided, that
(x) up to 50% of any such amount referred to in this clause (a), if not
so expended in the fiscal year for which it is permitted, may be
carried over for expenditure in the next succeeding fiscal year and (y)
Capital Expenditures made pursuant to this clause (a) during any fiscal
year as provided above shall be deemed made, first, in respect of
amounts permitted for such year as provided above and, second, in
respect of amounts carried over from the prior fiscal year pursuant to
subclause (x) above;"
(ww) Section 7.7 of the Credit Agreement is hereby further
amended by amending and restating clause (c) in its entirety as follows:
"(c) Capital Expenditures made with the proceeds of any
Asset-Based Non-Recourse Indebtedness permitted by Section 7.2(q))"
(xx) Section 7.8(g) of the Credit Agreement is hereby amended
by (i) deleting the phrase "if at the time such Investment is made and after
giving effect thereto, the Consolidated Secured Leverage Ratio for the
immediately preceding twelve-month period is less than 2.85 to 1.00,", (ii)
replacing the number "$75,000,0000" in subclause (v) thereof with "$100,000,000"
and (iii) deleting the phrase "either with respect to any individual Permitted
Acquisition or" from subclause (v) thereof.
(yy) Section 7.8(m) of the Credit Agreement is hereby amended
by replacing the number "$20,000,000" with "$75,000,000".
(zz) Section 7.8 of the Credit Agreement is hereby further
amended by (i) deleting the word "and" at the end of clause (l) thereof, (ii)
replacing the "." at the end of clause (m) thereof with "; and" and (iii)
inserting the following new clause (n):
"(n) Dispositions permitted by Section 7.5(n)."
(aaa) Section 7.9(a)(i) of the Credit Agreement is hereby
amended and restated in its entirety as follows:
"(i) purchase the Borrower's series A preferred stock and series B
preferred stock as permitted by Section 7.6(h) and otherwise
purchase preferred stock of the Borrower in aggregate amount not to
exceed $5,000,000 per fiscal year (or, if at the time such
prepayment is made and after giving effect thereto, the Consolidated
Secured Leverage Ratio is less than 2.50 to 1.00 for the immediately
preceding twelve-month period, $10,000,000 per such fiscal year),"
(bbb) Annex A to the Credit Agreement is hereby replaced with
the Annex A attached hereto as Annex 5.
(ccc) Exhibit G-1 to the Credit Agreement is hereby amended to
insert "[C]" after "[A] [B]" throughout such Exhibit.
(ddd) Schedule 1.1 to the Credit Agreement is hereby replaced
with the Schedule 1.1 attached hereto as Annex 4.
2. AGREEMENTS OF REQUIRED PREPAYMENT LENDERS. The Required Prepayment
Lenders hereby agree that from and after the Third Amendment Effective Date, no
mandatory prepayments of the Loans shall be required (i) from the issuance of
any Capital Stock, (ii) with respect to any Indebtedness incurred in accordance
with Section 7.2 as in effect on the Third Amendment Effective Date, the
proceeds of which are used in compliance with the applicable requirements
thereof or (iii) from any Excess Cash Flow.
3. RELEASE OF COLLATERAL. The Agents and the Lenders hereby agree that,
upon the effectiveness of the amendments contained in Section 1 of this
Amendment, the Administrative Agent is authorized to execute and deliver to the
Borrower and any other applicable Grantor (as
such term is defined in the Guarantee and Security Agreement), at the Borrower's
or such other Grantor's expense, such documents and instruments as may be
reasonably requested by the Borrower or such Grantor to evidence the release of
the specific items of Collateral listed on Annex 3 (the "Released Collateral").
4. CONDITIONS TO EFFECTIVENESS. The effectiveness of the amendments
contained in Section 1 of this Amendment, except the amendment contained in
Section 1(x) above, the agreements contained in Section 2 of this Amendment and
the release of collateral contained in Section 3 of this Amendment are
conditioned upon satisfaction of the following conditions precedent, except
clause (i) (the date on which all such conditions other than clause (i) have
been satisfied being referred to herein as the "Amendment Effective Date"), and
the effectiveness of the amendment contained in Section 1(x) is conditioned upon
satisfaction of all of the following conditions precedent:
(a) the Administrative Agent shall have received signed
written authorization from the requisite Lenders to execute this Amendment, and
shall have received counterparts of this Amendment signed by the Borrower and
the Agents, and counterparts of the consent of the Guarantors attached hereto as
Annex 1 (the "Consent") executed by each of the Subsidiary Guarantors;
(b) each of the representations and warranties in Section 5
below shall be true and correct in all material respects on and as of the
Amendment Effective Date;
(c) the Administrative Agent shall have received payment in
immediately available funds of all expenses incurred by the Administrative Agent
(including, without limitation, legal fees) for which invoices have been
presented, on or before the Amendment Effective Date;
(d) the Administrative Agent shall have received the executed
legal opinions of each of Bass, ▇▇▇▇▇ & ▇▇▇▇ PLC, Miles & Stockbridge and ▇▇▇▇
▇▇▇▇▇▇▇ LLP, counsel to the Borrower and its Subsidiaries, regarding customary
matters (including, without limitation, the enforceability of this Amendment and
the Credit Agreement, as amended, against all parties thereto, and no conflict
with law or material agreements);
(e) the Administrative Agent shall have received true and
correct copies, certified as to authenticity by the Borrower, of the 3Q 2003
Senior Note Documentation;
(f) the Borrower shall have consummated the issuance of the 2Q
2003 Senior Notes to be issued pursuant to the 3Q 2003 Senior Note Documentation
and all aspects of such issuance and all documentation related thereto shall be
reasonably satisfactory to the Administrative Agent;
(g) the Administrative Agent shall have received (i)
additional commitments from banks and other financial institutions with respect
to the Tranche C Term Loans in an aggregate principal amount equal to
$275,000,000 and (ii) a fully executed Lender Addendum with respect to each such
bank or other financial institution committing to fund such Tranche C Term Loans
(and pursuant to which on the Third Amendment Effective Date such bank or other
financial
institution shall become a Tranche C Term Loan Lender, for all purposes under
the Credit Agreement and the other Loan Documents);
(h) the Administrative Agent shall be satisfied that,
simultaneously with the borrowing of the Tranche C Term Loans on the Amendment
Effective Date, the Tranche B Term Loans will be repaid in full by the Borrower;
(i) the Administrative Agent shall have received (i)
additional commitments from banks and other financial institutions with respect
to the Revolving Credit Loans and (ii) a fully executed Lender Addendum with
respect to each such bank or other financial institution committing to fund such
Revolving Credit Loans (and pursuant to which on the Third Amendment Effective
Date such bank or other financial institution shall become a Revolving Credit
Lender for all purposes under the Credit Agreement and the other Loan
Documents); and
(j) the Administrative Agent shall have received such other
documents, instruments, certificates, opinions and approvals as it may
reasonably request.
5. REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants to
the Administrative Agent and the Lenders as follows:
(a) Authority. The Borrower has the requisite corporate power
and authority to execute and deliver this Amendment and to perform its
obligations hereunder and under the Credit Agreement (as modified hereby). Each
of the Subsidiary Guarantors has the requisite corporate or other organizational
power and authority to execute and deliver the Consent. The execution, delivery
and performance (i) by the Borrower of this Amendment and the Credit Agreement
(as modified hereby) and the transactions contemplated hereby and thereby and
(ii) by the Subsidiary Guarantors of the Consent, in each case, have been duly
approved by all necessary corporate or other organizational action of such
Person, and no other corporate or other organizational proceedings on the part
of each such Person are necessary to consummate such transactions.
(b) Enforceability. This Amendment has been duly executed and
delivered by the Borrower. The Consent has been duly executed and delivered by
each of the Subsidiary Guarantors. Each of this Amendment, the Consent and,
after giving effect to this Amendment, the Credit Agreement and the other Loan
Documents, (i) is the legal, valid and binding obligation of each Loan Party
party hereto and thereto, enforceable against such Loan Party in accordance with
its terms, except as may be limited by general equitable principles (whether
enforcement is sought by proceedings in equity or at law) and (ii) is in full
force and effect. Neither the execution, delivery or performance of this
Amendment or of the Consent or the performance of the Credit Agreement (as
modified hereby), nor the performance of the transactions contemplated hereby or
thereby, will adversely affect the validity, perfection or priority of the
Administrative Agent's Lien on any of the Collateral (other than the Released
Collateral) or its ability to realize thereon. This Amendment is effective to
amend the Credit Agreement as provided therein (assuming the due authorization,
execution and delivery of this Amendment (or the accompanying consent) by each
Lender party or consenting hereto).
(c) Representations and Warranties. After giving effect to
this Amendment, the representations and warranties contained in the Credit
Agreement and the other Loan Documents
(other than any such representations and warranties that, by their terms, are
specifically made as of a date other than the date hereof) are true and correct
in all material respects on and as of the date hereof as though made on and as
of the date hereof.
(d) No Conflicts. Neither the execution and delivery of this
Amendment or the Consent, nor the consummation of the transactions contemplated
hereby and thereby, nor the performance of and compliance with the terms and
provisions hereof or of the Credit Agreement (as modified hereby) by any Loan
Party will, at the time of such performance, (a) violate or conflict with any
provision of its articles or certificate of incorporation or bylaws or other
organizational or governing documents of such Person, (b) violate, contravene or
materially conflict with any Requirement of Law or any other law, regulation
(including, without limitation, Regulation U or Regulation X), order, writ,
judgment, injunction, decree or permit applicable to it, except for any
violation, contravention or conflict which could not reasonably be expected to
have a Material Adverse Effect, (c) (i) violate, contravene or conflict with the
contractual provisions of, or cause an event of default under, any Loan Document
or (ii) violate, contravene or conflict with the contractual provisions of, or
cause an event of default under any other loan agreement, indenture, mortgage,
deed of trust, contract or other agreement or instrument to which it is a party
or by which it may be bound or (d) result in or require the creation of any Lien
(other than those contemplated in or created in connection with the Loan
Documents) upon or with respect to its properties. No consent or authorization
of, filing with, notice to or other act by or in respect of, any Governmental
Authority or any other Person is required in connection with the transactions
contemplated hereby.
(e) No Default. Both before and after giving effect to this
Amendment and the transactions contemplated hereby, no event has occurred and is
continuing that constitutes a Default or Event of Default.
6. REFERENCE TO AND EFFECT ON CREDIT AGREEMENT.
(a) Upon and after the effectiveness of this Amendment, each
reference in the Credit Agreement to "this Agreement", "hereunder", "hereof" or
words of like import referring to the Credit Agreement, and each reference in
the other Loan Documents to "the Credit Agreement", "thereunder", "thereof" or
words of like import referring to the Credit Agreement, shall mean and be a
reference to the Credit Agreement as modified hereby. This Amendment is a Loan
Document.
(b) Except as specifically modified above, the Credit
Agreement and the other Loan Documents are and shall continue to be in full
force and effect and are hereby in all respects ratified and confirmed. Without
limiting the generality of the foregoing, the Security Documents and all of the
Collateral described therein (other than the Released Collateral) do and shall
continue to secure the payment of all Obligations under and as defined therein,
in each case as modified hereby.
(c) The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of any Secured Party under any of the Loan Documents,
nor, except as expressly provided herein, constitute a waiver or amendment of
any provision of any of the Loan Documents.
7. COUNTERPARTS. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed to be an original and all
of which taken together shall constitute one and the same agreement. Delivery of
an executed counterpart of a signature page to this Amendment by facsimile shall
be effective as delivery of a manually executed counterpart of this Amendment.
8. SEVERABILITY. Any provision of this Amendment 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 not invalidate or render unenforceable such provision in any
other jurisdiction.
9. GOVERNING LAW. This Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York.
[Signature pages follow]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first written above.
CORRECTIONS CORPORATION OF AMERICA,
as Borrower
By:
------------------------------------
Name:
Title:
▇▇▇▇▇▇ COMMERCIAL PAPER INC.,
as Administrative Agent
By:
------------------------------------
Name:
Title:
▇▇▇▇▇▇ BROTHERS INC.,
as Arranger
By:
------------------------------------
Name:
Title:
[signatures continued next page]
DEUTSCHE BANK SECURITIES INC., as
Syndication Agent
By:
-----------------------------------
Name:
Title:
By:
-----------------------------------
Name:
Title:
SOCIETE GENERALE, as
Documentation Agent
By:
-----------------------------------
Name:
Title:
Annex 1
CONSENT OF GUARANTORS
Each of the undersigned is a Subsidiary Guarantor of the Obligations of the
Borrower under the Credit Agreement and hereby (a) consents to the foregoing
Amendment, (b) acknowledges that notwithstanding the execution and delivery of
the foregoing Amendment, the obligations of each of the undersigned Subsidiary
Guarantors are not impaired or affected and all guaranties given to the holders
of Obligations and all Liens granted as security for the Obligations continue in
full force and effect, and (c) confirms and ratifies its obligations under the
Guaranty and Security Agreement and each other Loan Document executed by it.
Capitalized terms used herein without definition shall have the meanings given
to such terms in the Amendment to which this Consent is attached or in the
Credit Agreement referred to therein, as applicable.
IN WITNESS WHEREOF, each of the undersigned has executed and
delivered this Consent of Guarantors as of the 8th day of August 2003.
CCA OF TENNESSEE, INC.
PRISON REALTY MANAGEMENT, INC.
TECHNICAL AND BUSINESS INSTITUTE OF AMERICA, INC.
CCA INTERNATIONAL, INC.
CCA PROPERTIES OF AMERICA, LLC
CCA PROPERTIES OF ARIZONA, LLC
CCA PROPERTIES OF TENNESSEE, LLC
By
---------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Chief Executive Officer
CCA PROPERTIES OF TEXAS, L.P.
By
------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Chief Executive Officer, CCA Properties of
America, LLC, as General Partner
[Signatures continued next page]
TRANSCOR AMERICA LLC
By
---------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President, Treasurer
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ TRI-COUNTY EXTRADITION, INC.
By
---------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President, Treasurer
Annex 2
6.10. Additional Collateral, etc. (a) With respect to any Property
acquired after the Restatement Effective Date by the Borrower or any Subsidiary
Guarantor or, in the case of inventory or equipment, any Property moved after
the Restatement Effective Date by the Borrower or any Subsidiary Guarantor
(other than (x) any Real Estate (the Loan Parties' obligations with respect to
which are set forth below in paragraph (b) of this Section) and any Property
described in paragraphs (c) or (d) of this Section, (y) any Property subject to
a Lien expressly permitted by Sections 7.3(f) or (n) and (z) Property acquired
by an Excluded Foreign Subsidiary) as to which the Administrative Agent, for the
benefit of the Secured Parties, does not have a perfected security interest,
promptly (and, in any event, within 30 days following the date of such
acquisition) (i) execute and deliver to the Administrative Agent such amendments
to the Guarantee and Security Agreement or such other documents as the
Administrative Agent deems necessary or advisable to grant to the Administrative
Agent, for the benefit of the Secured Parties, a security interest in such
Property and (ii) take all actions necessary or advisable to grant to the
Administrative Agent, for the benefit of the Secured Parties, a perfected first
priority security interest in such Property, including, without limitation, the
filing of UCC financing statements in such jurisdictions as may be required by
the Guarantee and Security Agreement or by law or as may be requested by the
Administrative Agent.
(b) With respect to (1) any fee interest in any Real Estate
having a value (together with improvements thereof) of at least $4,000,000 or
any lease of Real Estate contemplating an initial annual rent payment, including
projected percentage rent, after the expiration of any free rent or "rent
abatement" period, of at least $400,000, acquired or leased after the
Restatement Effective Date with the proceeds of Tranche C Term Loans or with
proceeds from Asset Sales of Collateral constituting Reinvestment Deferred
Amounts or, if such fee interest or lease was previously financed with proceeds
of Tranche C Term Loans or with proceeds from Assets Sales of Collateral
constituting Reinvestment Deferred Amounts, fee interests or leases thereafter
attaining such a value or rent threshold, as the case may be, by the Borrower or
any of its Subsidiaries (other than any such real property owned by an Excluded
Foreign Subsidiary or subject to a Lien expressly permitted by Sections 7.3(f)
or (n)) and (2) any Real Estate that at any time, in the Administrative Agent's
determination, becomes legally or operationally advantageous to aggregate with
adjacent or nearby Mortgaged Property, promptly (and, in any event, within 30
days following the date of such acquisition or determination) (i) execute and
deliver a first priority Mortgage in favor of the Administrative Agent, for the
benefit of the Secured Parties, covering such real property complying with the
provisions of Section 5.1(r), (ii) if requested by the Administrative Agent,
provide the Secured Parties with (x) title and extended coverage insurance
covering such real property in an amount at least equal to the purchase price of
such real property (or such other amount as shall be reasonably specified by the
Administrative Agent) as well as a current ALTA survey thereof complying with
the provisions of Section 5.1(q), together with a surveyor's certificate and (y)
any consents or estoppels reasonably deemed necessary or advisable by the
Administrative Agent in connection with such Mortgage, each of the foregoing in
form and substance reasonably satisfactory to the Administrative Agent and (iii)
if requested by the Administrative Agent, deliver to the Administrative Agent
legal opinions relating to the matters described above, which opinions shall be
in form and substance, and from counsel, reasonably satisfactory to the
Administrative Agent.
(c) If the Borrower or any of its Subsidiaries (other than an
Excluded Foreign Subsidiary) (x) acquires or invests in any new Subsidiary
(other than an Excluded Foreign Subsidiary) with the proceeds of Tranche C Term
Loans or with proceeds from Asset Sales of Collateral constituting Reinvestment
Deferred Amounts or (y) otherwise elects to cause any existing Subsidiary that
is not a Subsidiary Guarantor or any new Subsidiary (in each case, other than an
Excluded Foreign Subsidiary) created or acquired after the Restatement Effective
Date (which, for the purposes of this paragraph, shall include any existing
Subsidiary that ceases to be an Excluded Foreign Subsidiary) with other than the
proceeds of Tranche C Term Loans or proceeds from Asset Sales of Collateral
constituting Reinvestment Deferred Amounts to become a Subsidiary Guarantor
under the Guarantee and Security Agreement, promptly (and, in any event, within
30 days following such creation or the date of such acquisition or election) (i)
execute and deliver to the Administrative Agent such amendments to the Guarantee
and Security Agreement as the Administrative Agent deems necessary or advisable
to grant to the Administrative Agent, for the benefit of the Secured Parties, a
perfected first priority security interest in the Capital Stock of such
Subsidiary that is owned by the Borrower or any of its Subsidiaries, (ii)
deliver to the Administrative Agent the certificates representing such Capital
Stock, together with undated stock powers, in blank, executed and delivered by a
duly authorized officer of the Borrower or such Subsidiary, as the case may be,
(iii) cause such Subsidiary (A) to become a party to the Guarantee and Security
Agreement, an Intellectual Property Security Agreement and the Subordinated
Intercompany Note and (B) to take such actions necessary or advisable to grant
to the Administrative Agent for the benefit of the Secured Parties a perfected
first priority security interest in the Collateral described in the Guarantee
and Security Agreement with respect to such Subsidiary, including, without
limitation, the recording of an Intellectual Property Security Agreement and any
other instruments in the United States Patent and Trademark Office and the
United States Copyright Office, the execution and delivery by all necessary
Persons of Control Agreements and the filing of UCC financing statements in such
jurisdictions as may be required by the Guarantee and Security Agreement or the
Intellectual Property Security Agreement or by law or as may be requested by the
Administrative Agent, and (iv) if requested by the Administrative Agent, deliver
to the Administrative Agent legal opinions relating to the matters described
above, which opinions shall be in form and substance, and from counsel,
reasonably satisfactory to the Administrative Agent.
(d) With respect to any new Excluded Foreign Subsidiary
created or acquired after the Restatement Effective Date by the Borrower or any
of its Subsidiaries with the proceeds of Tranche C Term Loans or with the
proceeds of Asset Sales of Collateral constituting Reinvestment Deferred
Amounts, promptly (and, in any event, within 30 days following such creation or
the date of such acquisition) (i) execute and deliver to the Administrative
Agent such amendments to the Guarantee and Security Agreement as the
Administrative Agent deems necessary or advisable in order to grant to the
Administrative Agent, for the benefit of the Secured Parties, a perfected first
priority security interest in the Capital Stock of such new Excluded Foreign
Subsidiary that is owned by the Borrower or any of its Domestic Subsidiaries
(provided that in no event shall more than 65% of the total outstanding Capital
Stock of any such new Excluded Foreign Subsidiary be required to be so pledged),
(ii) deliver to the Administrative Agent the certificates representing such
Capital Stock, together with undated stock powers, in blank, executed and
delivered by a duly authorized officer of the Borrower or such Domestic
Subsidiary, as the case may be, and take such other action as may be necessary
or, in the opinion of the Administrative Agent, desirable to perfect the
security interest of the Administrative Agent
therein, (iii) cause such new Excluded Foreign Subsidiary to become a party to
the Subordinated Intercompany Note, and (iv) if requested by the Administrative
Agent, deliver to the Administrative Agent legal opinions relating to the
matters described above, which opinions shall be in form and substance, and from
counsel, reasonably satisfactory to the Administrative Agent.
(e) Notwithstanding anything to the contrary in this Section
6.10, paragraphs (a), (b), (c) and (d) of this Section 6.10 shall not apply to
any Property, new Subsidiary or new Excluded Foreign Subsidiary created or
acquired after the Restatement Effective Date, as applicable, as to which the
Administrative Agent has determined in its sole discretion that the collateral
value thereof is insufficient to justify the difficulty, time and/or expense of
obtaining a perfected security interest therein.
Annex 3
COLLATERAL TO BE RELEASED
PROPERTY ADDRESS
------------------------------------------ ----------------------------
Bridgeport Pre-Parole Transfer Facility ▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Community Education Partners (Houston) ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ Correctional Center 2788 & ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇
North Fork Correctional Facility ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Northeast Ohio Correctional Center ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ County Correctional Facility ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
TransCor Office Building ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Annex 4
NEW SCHEDULE 1.1
PROPERTY ADDRESS
---------------------------------------------- -----------------------------
Bent County Correctional Facility ▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇
▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
California City Correctional Facility ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Central Arizona Detention Center ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Cibola County Correctional Facility ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Cimarron Correctional Facility ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Coffee Correctional Facility ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Crossroads Correctional Facility ▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Correctional Facility ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
▇▇▇▇▇ Correctional Facility ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Diamondback Correctional Facility ▇▇. ▇, ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Eden Detention Center ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ Detention Center ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇
Florence Correctional Center ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Houston Processing Center ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
PROPERTY ADDRESS
---------------------------------------------- -----------------------------
Huerfano County Correctional Center ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Kit ▇▇▇▇▇▇ Correctional Center ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇
▇.▇. ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Laredo Processing Center ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Leavenworth Detention FC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ Adjustment Center ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇ Adjustment Center ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇.▇. ▇▇▇ ▇▇
▇▇. ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
▇▇▇▇▇ Correctional Facility ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Mineral ▇▇▇▇▇ Pre-Parole Transfer Facility ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
New Mexico Women's Correctional Facility ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Otter Creek ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇
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▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Prairie Correctional Facility ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Queensgate Correctional Center ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Shelby Training Center ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
T. ▇▇▇ ▇▇▇▇▇ Correctional Center ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
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PROPERTY ADDRESS
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Tallahatchie County Correctional Facility ▇▇▇ ▇.▇. ▇▇▇ ▇▇ ▇▇▇▇▇
P.O. Box 368
Tutwiler, MS 38963
Torrance County Detention Facility ▇▇▇▇▇▇ ▇▇▇▇ ▇▇
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▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ Detention Center ▇▇▇▇ ▇. ▇▇▇ ▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
West Tennessee Detention Facility ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ Correctional Facility ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Whiteville Correctional Center ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Corporate Office Building ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Annex 5
NEW PRICING GRID
Annex A
PRICING GRID FOR REVOLVING CREDIT LOANS, SWING LINE LOANS
AND TRANCHE C TERM LOANS
=========================================================================================================================
Consolidated Leverage Applicable Margin for Eurodollar Loans Applicable Margin for Base Rate Loans Commitment Fee
Ratio Rate
-------------------------------------------------------------------------------------------------------------------------
Tranche C Term Revolving Credit Tranche C Term Revolving Credit
Loans Loans and Swing Loans Loans and Swing
Line Loans Line Loans
-------------------------------------------------------------------------------------------------------------------------
> 4.00 2.75% 3.50% 1.75% 2.50% .50%
-
-------------------------------------------------------------------------------------------------------------------------
< 4.00 and >3.50 2.50% 3.25% 1.50% 2.25% .50%
-
-------------------------------------------------------------------------------------------------------------------------
< 3.50 and >3.00 2.50% 3.00% 1.50% 2.00% .50%
-
-------------------------------------------------------------------------------------------------------------------------
< 3.00 2.50% 2.75% 1.50% 1.75% .375%
-------------------------------------------------------------------------------------------------------------------------
Changes in the Commitment Fee Rate and the Applicable Margin with respect to
Tranche C Term Loans, Revolving Credit Loans and Swing Line Loans resulting from
changes in the Consolidated Leverage Ratio shall become effective on the date
(the "Adjustment Date") on which financial statements are delivered to the
Lenders pursuant to Section 6.1 (but in any event not later than the 45th day
after the end of each of the first three quarterly periods of each fiscal year
or the 90th day after the end of each fiscal year, as the case may be) and shall
remain in effect until the next change to be effected pursuant to this
paragraph. If any financial statements referred to above are not delivered
within the time periods specified above, then, until such financial statements
are delivered, the Consolidated Leverage Ratio as at the end of the fiscal
period that would have been covered thereby shall for the purposes of this
definition be deemed to be greater than 4.0 to 1.0. In addition, at all times
while an Event of Default shall have occurred and be continuing, the
Consolidated Leverage Ratio shall for the purposes of this definition be deemed
to be greater than 4.0 to 1.0. Each determination of the Consolidated Leverage
Ratio pursuant to this definition shall be made with respect to the period of
four consecutive fiscal quarters of the Borrower ending at the end of the period
covered by the relevant financial statements.