AMENDMENT NO. 4
Exhibit 10.1
EXECUTION COUNTERPART
AMENDMENT XX. 0
XXXXXXXXX XX. 0 dated as of August 26, 2008 among THE GEO GROUP, INC. (formerly known as
Wackenhut Corrections Corporation), a Florida corporation, as borrower (the “Borrower”), its
Subsidiaries listed on the signature pages hereto, as grantors (the “Grantors”), the Lenders
executing this Amendment No. 4 on the signature pages hereto 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 (including the Lenders executing this Amendment No. 4
on the signature pages hereto) 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 and the Lenders party hereto wish now to amend the Credit Agreement in
certain respects, and accordingly, the parties hereto hereby agree as follows:
Section 1. Definitions. Except as otherwise defined in this Amendment No. 4, 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.
(a) The definition of “Additional Capital Expenditures Basket” in Section 1.1 of
the Credit Agreement shall be deleted.
(b) The following new defined terms shall be inserted into Section 1.1 of the
Credit Agreement in the appropriate alphabetical location:
“Amendment No. 4” shall mean Amendment No. 4 to this Agreement dated as of
August 14, 2008.”
“Expired Capital Expenditure Basket” means the sum of (a) Seventy-Five Million
Dollars ($75,000,000) plus (b) the Net Cash Proceeds from the offering of equity
securities of the Borrower or any of its Restricted Subsidiaries made after the Acquisition
Date and before the date of Amendment No. 3. For purposes of the definition of “Permitted
Acquisition” in this Section 1.1 and of Section 11.3(j) hereof, the Expired Capital
Expenditure Basket shall be deemed to be utilized to the extent that it was used by the
Borrower to increase the amount of Capital Expenditures permitted to be made by it before
the date of Amendment No. 3 in accordance with Section 10.3 hereof as in effect before
giving effect to Amendment No. 3.”
Amendment No. 4
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(c) Each reference to “Additional Capital Expenditure Basket” in the definition of “Permitted
Acquisition” in Section 1.1 of the Credit Agreement and of Section 11.3(j) of the Credit Agreement
shall be replaced by “Expired Capital Expenditure Basket”.
2.03. Leverage Ratios — Total Leverage Ratio. The table in Section 10.1(a) of the
Credit Agreement shall be amended to read as follows:
“Period | Maximum Ratio | |||
Closing Date through penultimate day of Fiscal Year 2009 |
4.50 to 1.0 | |||
Last day of Fiscal Year 2009 through penultimate day of
Fiscal Year 2010 |
4.25 to 1.0 | |||
Last day of Fiscal Year 2010 through penultimate day of
Fiscal Year 2011 |
3.25 to 1.0 | |||
Thereafter |
3.00 to 1.0 | ” |
2.04. Leverage Ratios — Senior Secured Leverage Ratio. The table in Section 10.1(b)
of the Credit Agreement shall be amended to read as follows:
“Period | Maximum Ratio | |||
Closing Date through penultimate day of Fiscal Year 2010 |
3.25 to 1.0 | |||
Last day of Fiscal Year 2010 through penultimate day of
Fiscal Year 2011 |
2.25 to 1.0 | |||
Thereafter |
2.00 to 1.0 | ” |
2.05. Interest Coverage Ratio. Section 10.2 of the Credit Agreement shall be
amended to read as follows:
“SECTION 10.2 Interest Coverage Ratio. Permit the ratio of EBITDA for the period of
four (4) consecutive Fiscal Quarters ending on any date to Interest Expense payable in cash for
the period of four (4) consecutive Fiscal Quarters ending on such date to be less than 3.00 to 1.0.”
2.06. Capital Expenditures. Section 10.3 of the Credit Agreement shall be
amended to read as follows:
“SECTION 10.3 Capital Expenditures. Permit Capital Expenditures in any Fiscal Year to
be greater than the amount set forth below opposite such Fiscal Year; provided, however,
that (i) the maximum amount of Capital Expenditures permitted in any Fiscal Year pursuant to the
table below (beginning with Fiscal Year 2009) shall be increased by the amount of Capital
Expenditures that were permitted to be made pursuant to the table below in the immediately
preceding Fiscal Year (without giving effect to any carryover amount from prior Fiscal Years) over
the amount of Capital Expenditures actually made during such preceding Fiscal Year as permitted
pursuant to the table below (and for purposes hereof, the amount of such Capital Expenditures made
during any Fiscal Year shall be deemed to have been made first from the amount permitted in such
Fiscal Year pursuant to the table below without giving effect to any
Amendment No. 4
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such carryover from the preceding Fiscal Year and last from the carryover, if any, from the
preceding Fiscal Year) and (ii) the maximum amount of allowable Capital Expenditures permitted to
be carried over pursuant to the preceding clause (i) shall not exceed $30.0 million (for any
carryover from Fiscal Year 2008 to Fiscal Year 2009), $50.0 million (for any carryover from Fiscal
Year 2009 to Fiscal Year 2010), or $20.0 million (for any carryover from Fiscal Year 2010 or any
subsequent Fiscal Year to the following Fiscal Year):
Aggregate Annual | ||||
Amount | ||||
Fiscal Year | (in millions) | |||
Fiscal Year 2008 |
$ | 200.0 | ||
Fiscal Year 2009 |
$ | 275.0 | ||
Each Fiscal Year thereafter |
$ | 50.0 | ” |
2.06. Increase of Revolving Credit Commitments. Clause (a) of the proviso in
the first sentence of Section 14.22(a) of the Credit Agreement shall be amended to read as
follows:
“(a) after giving effect to such amendment, (i) the sum of the aggregate amount of
increases in the Revolving Credit Commitments made pursuant to this Section 14.22 during
the period commencing on the date of Amendment No. 4 and ending on December 31, 2008
plus the aggregate amount of Incremental Term Loans made pursuant to Section 14.23
during the period commencing on the date of Amendment No. 4 and ending on December 31, 2008
shall not exceed One Hundred Fifty Million Dollars ($150,000,000) and (ii) the sum of the
aggregate amount of increases in the Revolving Credit Commitments made pursuant to this
Section 14.22 after December 31, 2008 plus the aggregate amount of Incremental Term
Loans made pursuant to Section 14.23 after December 31, 2008 shall not exceed One Hundred
Fifty Million Dollars ($150,000,000)”.
2.07. Incremental Term Loans. Clause (c) of the second paragraph of Section
14.23 of the Credit Agreement shall be amended to read as follows:
“(c) (i) the sum of the aggregate amount of increases in the Revolving Credit Commitments
made pursuant to Section 14.22 during the period commencing on the date of Amendment No. 4
and ending on December 31, 2008 plus the aggregate amount of Incremental Term Loans
made pursuant to this Section 14.23 during the period commencing on the date of Amendment
No. 4 and ending on December 31, 2008 shall not exceed One Hundred Fifty Million Dollars
($150,000,000) and (ii) the sum of the aggregate amount of increases in the Revolving
Credit Commitments made pursuant to Section 14.22 after December 31, 2008 plus the
aggregate amount of Incremental Term Loans made pursuant to this Section 14.23 after
December 31, 2008 shall not exceed One Hundred Fifty Million Dollars ($150,000,000)”.
Section 3. Condition 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. 4 executed by the Borrower, the Grantors, the Administrative
Agent and the Required Lenders.
Amendment No. 4
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Section 4. Security Documents. The Borrower and the Grantors 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. 4 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. 4 by signing any such counterpart.
This Amendment No. 4 shall be governed by, and construed in accordance with, the law of the State
of New York.
[Signature pages to follow]
Amendment Xx. 0
XXX XXXXXXX, as Lender |
||||
By: | /s/ Xxxx X. Xxxxx | |||
Name: | XXXX X. XXXXX | |||
Title: | Director Loan and High Yield Capital Markets | |||
By: | /s/ Xxxx Xxxxxxxxx | |||
Name: | XXXX XXXXXXXXX | |||
Title: | VICE PRESIDENT | |||
BNP PARIBAS, as Administrative Agent |
||||
By: | /s/ Xxxx X. Xxxxx | |||
Name: | XXXX X. XXXXX | |||
Title: | Director Loan and High Yield Capital Markets | |||
By: | /s/ Xxxx Xxxxxxxxx | |||
Name: | XXXX XXXXXXXXX | |||
Title: | VICE PRESIDENT | |||
Amendment No. 4
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 4 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 | ||||||
By: | /s/ Xxxx X. X’Xxxxxx
|
|||||
Title: SVP & CFO |
CORRECTIONAL SERVICES CORPORATION, as Grantor | ||||||
By: Name: |
/s/ Xxxx X. X’Xxxxxx
|
|||||
Title: | VP & Treasurer | |||||
GEO ACQUISITION II, INC., as Grantor | ||||||
By: Name: |
/s/ Xxxx X. X’Xxxxxx
|
|||||
Title: | Vice President – Finance | |||||
GEO CARE, INC. (formerly known as Atlantic Shores Healthcare, Inc.), as Grantor | ||||||
By: Name: |
/s/ Xxxx X. X’Xxxxxx
|
|||||
Title: | Treasurer | |||||
GEO RE HOLDINGS LLC (formerly known as WCC RE Holdings, LLC), as Grantor |
||||||
By: Name: |
/s/ Xxxx X. X’Xxxxxx
|
|||||
Title: | SVP & Treasurer |
[Signature pages continue]
Amendment No. 4
CPT OPERATING PARTNERSHIP, L.P., as | ||||||
Grantor | ||||||
By: | /s/ Xxxx X. X’Xxxxxx | |||||
Name: Xxxx X. X’Xxxxxx | ||||||
Title: Vice President – Finance | ||||||
CPT LIMITED PARTNER, LLC, as Grantor | ||||||
By: | /s/ Xxxx X. X’Xxxxxx | |||||
Name: Xxxx X. X’Xxxxxx | ||||||
Title: President – Finance | ||||||
CORRECTIONAL PROPERTIES PRISON | ||||||
FINANCE LLC, as Grantor | ||||||
By: | /s/ Xxxx X. X’Xxxxxx | |||||
Name: Xxxx X. X’Xxxxxx | ||||||
Title: Vice President – Finance | ||||||
PUBLIC PROPERTIES DEVELOPMENT | ||||||
AND LEASING LLC, as Grantor | ||||||
By: | /s/ Xxxx X. X’Xxxxxx | |||||
Name: Xxxx X. X’Xxxxxx | ||||||
Title: Vice President – Finance |
[Signature pages continue]
Amendment No. 4