Eighth Amendment to Credit Agreement


   
 Exhibit 10.72.8
 EIGHTH AMENDMENT TO CREDIT AGREEMENT
          THIS EIGHTH AMENDMENT TO CREDIT AGREEMENT is made as of September 27, 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 9.1.20(b) of the Credit
Agreement (as hereinafter defined), shall become a party hereto (individually, a “Subsidiary Guarantor” and, collectively, the “Subsidiary
Guarantors”; and the Subsidiary Guarantors, collectively with the Company, are sometimes hereinafter referred to as the “Obligors”); each of the lenders that is a
signatory hereto or that, pursuant to Section  12.6(b) of the Credit Agreement, shall become a “Lender” hereunder (individually, a “Lender” and, collectively, the
“Lenders”); and 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”).
 RECITALS
          A.       The Company, the Subsidiary Guarantors, the Lenders and the Syndication Agent entered into a Credit Agreement dated 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 thereto dated as of November 28, 2001, a fifth amendment thereto dated as of March 28,
2002, a sixth amendment thereto dated as of July 31, 2002 and a seventh amendment thereto dated on or about August, 2002 (collectively, the “Credit Agreement”).
          B.       The Company, the Syndication Agent and the Lenders have agreed to make certain amendments to the Credit
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 Credit Agreement shall have the same meanings when used herein.
          2.       Amendments to
Credit Agreement. 
                   (a)         The definition of the term “Revolving Credit Commitment Termination Date” appearing in Section 1.1 of the Credit Agreement is hereby amended to read in its
entirety as follows:

	 	         “Revolving Credit Commitment Termination Date” shall mean the Business Day immediately preceding October 16,
2002.


  





  
           3.         Guaranty
Reaffirmation. The Subsidiary Guarantors hereby acknowledge and agree to the amendments to the Credit Agreement effected by this Agreement. Each of the Subsidiary Guarantors hereby reaffirms all of the terms and conditions of
the guaranty set forth in Section 6 of the Credit Agreement and agrees that such guaranty is applicable to all of the Guaranteed Obligations, as amended by this Agreement. The Subsidiary Guarantors hereby acknowledge and agree that they have no
defenses, offsets or counterclaims with respect to the Guaranteed Obligations and hereby waive and release all claims against the Syndication Agent and the Lenders with respect thereto.
          4.       Representations, Warranties and Other Covenants. In order to induce the
Syndication Agent and the Lenders to enter into this Agreement and amend the Credit Agreement as provided herein, each Obligor hereby represents and warrants to the Syndication Agent and the Lenders that:
                   (a)         All of the representations and
warranties of the Obligors set forth in the Credit 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.
                   (b)         No Default or
Event of Default presently exists and is continuing on and as of the date hereof.
                   (c)         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.
                   (d)         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 Obligors 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 Obligors and is the legal, valid and binding obligation of such Obligor 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.
                   (e)         The execution, delivery and performance
of the Amendment Documents will not (i) violate any provision of any existing law, statute, rule, regulation or ordinance binding upon the Obligors, (ii) conflict with, result in a breach of, or constitute a default under (A) the certificate of
incorporation or by-laws or other equivalent formation documents of any Obligor, (B) any order, judgment, award or decree of any court, governmental authority, bureau or agency, or (C) any mortgage, indenture, material lease, contract or other
material agreement or undertaking to which any Obligor is a party or by which any Obligor or its properties or assets may be bound, or (iii) 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.
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                     (f)         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, performance by the Obligors of the Amendment
Documents or the transactions contemplated thereby. 
          5.       Syndication Agent’s
Costs. The Company shall on demand reimburse the Syndication Agent for all of its out-of-pocket costs, including legal fees and expenses, incurred by the Syndication Agent in connection with this Agreement, the transactions
referenced herein and the administration of the facilities described in the Credit Agreement. 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.
          6.       No Change. Except as expressly set forth
herein or modified hereby, all of the terms and provisions of the Credit Agreement and the other Basic Documents are hereby reaffirmed in their entirety and shall continue in full force and effect.
          7.       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.
          8.       No Defenses. The Company hereby acknowledges
and agrees that it has no defenses, offsets or counterclaims with respect to its obligations under the Credit Agreement, the Notes, the other Basic Documents and the Operative Documents and hereby waives and releases all claims against the
Syndication Agent and the Lenders with respect thereto.
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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)
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		 	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:


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		 	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:


 

		 	SUNTRUST BANK, NASHVILLE, N.A.,
as a Lender
 
	
	 	By: 	 
				

	 	 	 	Name: 
Title:


 

		 	BANCO POPULAR NORTH AMERICA,
as a Lender
 
	
	 	By: 	 
				

	 	 	 	Name: 
Title:


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