Seventh Amendment to Master Agreement


   
 Exhibit 10.73.7
 SEVENTH AMENDMENT TO MASTER AGREEMENT
AND OTHER OPERATIVE
DOCUMENTS
             THIS SEVENTH AMENDMENT TO MASTER AGREEMENT AND OTHER OPERATIVE DOCUMENTS is made as of October 17, 2002 by and among
CORRECTIONAL SERVICES CORPORATION, a corporation duly organized and validly existing under the laws of the State of Delaware (the “Company”); each of the Subsidiaries of the Company that is a
signatory hereto or that, pursuant to Section 3.6 of the Master Agreement (as hereinafter defined), shall become a party hereto as a lessee (individually, together with the Company in its capacity as a lessee, a “Lessee” and, collectively, the “Lessees”); each of the Subsidiaries of the Company identified under the caption “SUBSIDIARY GUARANTORS” on the
signature pages hereto (individually, a “ Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors”); ATLANTIC FINANCIAL
GROUP, LTD., a Texas limited partnership (the “Lessor”); certain financial institutions parties hereto as lenders (together with any other financial institution that becomes a party hereto as
a lender, collectively referred to as “Lenders” and individually as a “Lender”); FLEET NATIONAL BANK, a national banking association
and successor by merger to Summit Bank, as syndication agent for the Lenders (in such capacity, together with its successors in such capacity, the “Syndication Agent”); and SUNTRUST BANK,
NASHVILLE, N.A., a national banking association, as documentation agent (in such capacity, the “Documentation Agent”).
 RECITALS

            A.   The Company, the Lessees, the Subsidiary Guarantors, the Lessor, the Lenders, the Syndication Agent and the
Documentation Agent entered into a Master Agreement dated as of August 31, 1999, as amended by a first amendment thereto dated as of November 10, 2000, a second amendment thereto dated in or about August, 2001, a third amendment thereto dated in or
about November, 2001, a fourth amendment dated as of March 28, 2002, a fifth amendment dated on or about August, 2002, and a sixth amendment dated on or about October 2002 (collectively, the “Master
Agreement”).
             B.   The Company, the Lenders, the Syndication Agent and the
Documentation Agent have agreed to make certain amendments to the Master Agreement, subject to and in accordance with the terms and conditions hereinafter set forth.
             NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:
 AGREEMENT
             1.   Defined Terms. Except as otherwise indicated herein, all words and terms defined in the Appendix A to the Master Agreement shall have the same meanings when used herein.
  






              2.   Amendments to Master Agreement.
                         (a)   The definition of the term “Base
Term” appearing in Appendix A to the Master Agreement is hereby amended to read in its entirety as follows:

	 	               “Base Term” means, with respect to any Leased Property, (a) the period commencing on
the related Closing Date and ending on October 31, 2002, or (b) such shorter period as may result from earlier termination of the Lease as provided therein.


             3.   Amendments to Other Operative Documents. Appendix A to each of the Lease, the Loan
Agreement and the Construction Agency Agreement are hereby amended to incorporate therein the changes to Appendix A to the Master Agreement effected by Paragraph 2 of this Agreement.
             4.   Guaranty Reaffirmation. The Company hereby reaffirms all of the terms and conditions
of the Guaranty Agreement and acknowledges and agrees that it has no defenses, offsets or counterclaims with respect to its obligations thereunder.
             5.   Representations and Warranties.
                         (a)   In order to induce the Syndication Agent
and the Lenders to enter into this Agreement and amend the Master Agreement as provided herein, each Obligor, as to itself, hereby represents and warrants to the other parties hereto as follows:
                                      (i)   All of the representations and warranties of the Obligors set forth in the Master Agreement are true, complete and correct in all material respects on and as of the date hereof with the same force and
effect as if made on and as of the date hereof and as if set forth at length herein.
                                      (ii)   After giving effect to this Agreement, no Potential Event of Default or Event of Default presently exists and is continuing on and as of the date hereof.
                                      (iii)   Since the date of the Obligors’ most recent financial statements delivered to the Syndication Agent, no Material Adverse Effect has occurred, and no event has occurred or failed to occur which
has had or is likely to have a Material Adverse Effect.
                                      (iv)   Each Obligor has full power and authority to execute, deliver and perform any action or step which may be necessary to carry out the terms of this Agreement and all other agreements, documents and
instruments, if any, executed and delivered by the Obligor to the Syndication Agent and the Lenders concurrently herewith or in connection herewith (collectively, the “Amendment Documents”);
each Amendment Document to which any of the Obligors is a party has been duly executed and delivered by such party and is the legal, valid and binding obligation of such party enforceable in accordance with its terms, subject to any
applicable
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  bankruptcy, insolvency, general equity principles or other similar laws affecting the enforcement of creditors’ rights generally.
                                      (v)   The execution, delivery and performance of the Amendment Documents will not (A) violate any provision of any existing law, statute, rule, regulation or ordinance binding upon the Obligors, (B) conflict
with, result in a breach of, or constitute a default under (1) the certificate of incorporation or by-laws or other equivalent formation documents of any Obligor, (2) any order, judgment, award or decree of any court, governmental authority, bureau
or agency, or (3) any mortgage, indenture, material lease, contract or other material agreement or undertaking to which any Obligor is a party or by which such party or its properties or assets may be bound, or (C) result in the creation or
imposition of any lien or other encumbrance upon or with respect to any property or asset now owned or hereafter acquired by any Obligor, other than liens in favor of the Syndication Agent for the ratable benefit of the Lenders.
                                      (vi)   No consent, license, permit, approval or authorization of, exemption by, notice to, report to, or registration, filing or declaration with any Person is required in connection with the execution,
delivery or performance by the Obligors of the Amendment Documents or the transactions contemplated thereby.
                         (b)   The Lessor hereby represents and
warrants to the other parties hereto as follows:
                                      (i)   All of the representations and warranties of the Lessor set forth in the Master Agreement are true, complete and correct in all material respects on and as of the date hereof with the same force and
effect as if made on and as of the date hereof and as if set forth at length herein.
                                      (ii)   Since the date of the Lessor’s most recent financial statements delivered to the Syndication Agent, no Material Adverse Effect has occurred, and no event has occurred or failed to occur which has
had or is likely to have a Material Adverse Effect.
                                      (iii)   The Lessor has full power and authority to execute, deliver and perform any action or step which may be necessary to carry out the terms of this Agreement and any other Amendment Document; each
Amendment Document to which the Lessor is a party has been duly executed and delivered by the Lessor and is the legal, valid and binding obligation of the Lessor enforceable in accordance with its terms, subject to any applicable bankruptcy,
insolvency, general equity principles or other similar laws affecting the enforcement of creditors’ rights generally.
                                      (iv)   The execution, delivery and performance of the Amendment Documents will not (A) violate any provision of any existing law, statute, rule, regulation or ordinance binding upon the Lessor, (B) conflict
with, result in a breach of, or constitute a default under (1) the formation documents of the Lessor, (2) any order, judgment, award or decree of any court, governmental authority, bureau or agency, or (3) any mortgage, indenture, material lease,
contract or other material agreement or undertaking to which the Lessor is a party or by which the Lessor or its properties or assets may be bound, or (C) result in the creation or imposition of any
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  lien or other encumbrance upon or with respect to any property or asset now owned or hereafter acquired by the Lessor.
                                      (v)   No consent, license, permit, approval or authorization of, exemption by, notice to, report to, or registration, filing or declaration with any Person is required in connection with the execution,
delivery or performance by the Lessor of the Amendment Documents or the transactions contemplated thereby.
             6.   Syndication Agent’s Costs. The Company shall on demand reimburse the Syndication Agent for all out-of-pocket costs, including legal fees and expenses, incurred by the
Syndication Agent in connection with this Agreement and the other Amendment Documents and the transactions referenced herein. The Company hereby authorizes the Syndication Agent to charge the Company’s account(s) with the Syndication Agent (or
its affiliate) in the amount of such out-of-pocket costs.
             7.   No Change.
Except as expressly set forth herein or modified hereby, all of the terms and provisions of the Master Agreement and the other Operative Documents are hereby reaffirmed in their entirety and shall continue in full force and effect.
             8.   Counterparts; Effectiveness. This Agreement may be executed in any number of
counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. This Agreement shall not be binding upon any party until all parties hereto have executed this Agreement and delivered it to the
Syndication Agent.
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              9.   Governing Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of New York.
             IN WITNESS WHEREOF, the undersigned have caused their duly authorized
representatives to execute and deliver this Agreement as of the date set forth on the first page hereof.

		 	 	CORRECTIONAL SERVICES CORPORATION,
a Delaware corporation
 
	 	 	 	 	By: 	

						

	 	 	 	 	 	Name: 
	 	 	 	 	 	Title: 



		 	 	YOUTH SERVICES INTERNATIONAL, INC.,
a Maryland corporation
 
	 	 	 	 	By: 	

						

	 	 	 	 	 	Name:
	 	 	 	 	 	Title:



		 	 	FF&E, INC., a New Jersey corporation
 
	 	 	 	 	By: 	

						

	 	 	 	 	 	Name:
	 	 	 	 	 	Title:



		 	 	YOUTH SERVICES INTERNATIONAL
OF NORTHERN IOWA, INC., an
Iowa corporation
 
	 	 	 	 	By: 	

						

	 	 	 	 	 	Name:
	 	 	 	 	 	Title:


 (Signatures continued on next page)
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		 	 	YOUTH SERVICES INTERNATIONAL
HOLDINGS, INC., a Delaware corporation
 
	 	 	 	 	By: 	

						

	 	 	 	 	 	Name:
	 	 	 	 	 	Title:



		 	 	YOUTH SERVICES INTERNATIONAL
REAL PROPERTY PARTNERSHIP, LLP,
a Maryland limited liability partnership
 
	 	 	 	 	By: 	

						

	 	 	 	 	 	Name:
	 	 	 	 	 	Title:



		 	 	YOUTH SERVICES INTERNATIONAL
OF ILLINOIS, INC., a Maryland
corporation
 
	 	 	 	 	By: 	

						

	 	 	 	 	 	Name:
	 	 	 	 	 	Title:



		 	 	YOUTH SERVICES INTERNATIONAL
OF SOUTH DAKOTA, INC., a South Dakota
corporation
 
	 	 	 	 	By: 	

						

	 	 	 	 	 	Name:
	 	 	 	 	 	Title:


 (Signatures continued on next page)
 6 
 







		 	 	YOUTH SERVICES INTERNATIONAL
OF TEXAS, INC., a Texas corporation
 
	 	 	 	 	By: 	

						

	 	 	 	 	 	Name:
	 	 	 	 	 	Title:



		 	 	YSI OF CENTRAL IOWA, INC.,
an Iowa corporation
 
	 	 	 	 	By: 	

						

	 	 	 	 	 	Name:
	 	 	 	 	 	Title:



		 	 	YOUTH SERVICES INTERNATIONAL
OF IOWA, INC., a Maryland
corporation
 
	 	 	 	 	By: 	

						

	 	 	 	 	 	Name:
	 	 	 	 	 	Title:



		 	 	YOUTH SERVICES INTERNATIONAL
OF MICHIGAN, INC., a Michigan
corporation
 
	 	 	 	 	By: 	

						

	 	 	 	 	 	Name:
	 	 	 	 	 	Title:


 (Signatures continued on next page)
 7 
 







		 	 	YOUTH SERVICES INTERNATIONAL
OF MISSOURI, INC., a Missouri
corporation
 
	 	 	 	 	By: 	

						

	 	 	 	 	 	Name:
	 	 	 	 	 	Title:



		 	 	CSC MANAGEMENT DE PUERTO RICO, INC.,
a Puerto Rico corporation
 
	 	 	 	 	By: 	

						

	 	 	 	 	 	Name:
	 	 	 	 	 	Title:



		 	 	FLEET NATIONAL BANK,
as the Syndication Agent and a Lender
 
	 	 	 	 	By: 	

						

	 	 	 	 	 	Name:
	 	 	 	 	 	Title:



		 	 	ATLANTIC FINANCIAL GROUP, LTD.,
as Lessor
 
	 	 	 	 	By: 	ATLANTIC FINANCIAL MANAGERS,INC.,
ITS GENERAL PARTNER
	 	 	 	 	 	By:	 
							

	 	 	 	 	 	 	Name:
Title:



		 	 	SUNTRUST BANK, NASHVILLE, N.A.,
as the Documentation Agent and a Lender
 
	 	 	 	 	By: 	

						

	 	 	 	 	 	Name:
	 	 	 	 	 	Title:


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