exv10w2





EXHIBIT
10.2


EXECUTION COUNTERPART




AMENDMENT NO. 5




          AMENDMENT NO. 5 dated as of October 5, 2009 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 guarantors (the “Guarantors”)
and BNP PARIBAS, in its capacity as Administrative Agent under the Credit Agreement referred to
below (together with its permitted successors, the “Administrative Agent”).




          The Borrower, the Lenders party thereto and the Administrative Agent are parties to a Third
Amended and Restated Credit Agreement dated as of January 24, 2007 (as modified and supplemented
and in effect from time to time, the “Credit Agreement”), providing, subject to the terms
and conditions thereof, for extensions of credit (by means of loans and letters of credit) to be
made by said Lenders to the Borrower.




          The Borrower has requested that the Credit Agreement be amended in certain respects, and the
requisite Lenders have authorized the Administrative Agent to agree to such request on the terms
and conditions hereof. Accordingly, the parties hereto hereby agree as follows:




          Section 1. Definitions. Except as otherwise defined or amended and restated in this
Amendment No. 5, 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 4 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) Section 1.1 of the Credit Agreement shall be amended by adding
the following definition:




          “Existing High-Yield Notes” shall have the meaning ascribed to it in the
definition of “High-Yield Notes”.




     (b) Section 1.1 of the Credit Agreement shall be amended by amending and restating the
following definitions:




     “High-Yield Notes” means (i) $150,000,000 8 1/4 % senior unsecured high-yield
notes due 2013 issued by the Borrower on July 9, 2003 (“Existing High-Yield Notes”)
and guaranteed by the Guarantors (other than GEO Re Holdings, LLC and GEO Care, Inc.), and
(ii) the notes, bonds or other evidence of indebtedness issued by the Borrower and
guaranteed by the Guarantors pursuant to Section 11.1(k) hereof, each as amended, restated,
supplemented or otherwise modified from time to time.




     “High-Yield Note Indenture” means any indenture under which any High-Yield
Notes are issued, as the same may be amended, restated, supplemented or otherwise modified
from time to time.



Amendment No. 5










 



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          2.03. Limitations on Debt. Section 11.1 of the Credit Agreement shall be amended by
(a) deleting “and” at the end of clause (i), (b) adding “and” at the end of clause (j) and (c)
adding the following new clause (k) thereto:




          “(k) Debt of the Borrower incurred in connection with the issuance of unsecured notes, bonds
or other evidence of indebtedness in an aggregate face amount not to exceed Three Hundred Million
Dollars ($300,000,000) at any time outstanding provided that no Default or Event of Default shall
have occurred and be continuing or would result therefrom.”




          2.04. Payments and Prepayments of Certain Debt. Section 11.10 of the Credit Agreement
shall be amended and restated as follows:





     “11.10 Payments and Prepayments of Certain Debt. Cancel or forgive, make any
voluntary or optional payment or prepayment on, or redeem or acquire for value (including,
without limitation, by way of depositing with any trustee with respect thereto money or
securities before due for the purpose of payment when due) any Subordinated Debt or the High
Yield Notes; provided however, notwithstanding the foregoing, the Existing High Yield Notes
may be repurchased, redeemed, acquired or defeased with the proceeds of the issuance of Debt
permitted under Section 11.1(k) hereof.”



          2.05. Restrictive Agreements. Section 11.11 of the Credit Agreement shall be amended
by (i) adding “materially” after “any covenants” and (ii) replacing “(except for restrictions on
Liens pursuant to the High-Yield Note Indenture)” with “(except for restrictions on Liens pursuant
to any High-Yield Note Indenture, provided that any such restrictions are not materially more
restrictive than the restrictions set forth in the High-Yield Note Indenture for the Existing
High-Yield Notes)”.




          Section 3. Waiver. The Administrative Agent hereby waives the requirement to provide,
within 10 days following the date of the acquisition of Just Care, Inc. (the
“Acquisition”), the items required by clauses (A) and (C) of Section 9.15 of the Credit
Agreement in relation to the Leasehold Mortgage with respect to the property at 7901 Farrow Road,
Columbia, SC 29203., provided that such items are delivered to the Administrative Agent within 60
days of the Acquisition.




          Section 4. Conditions Precedent. The amendments set forth in Section 2 hereof
shall become effective, as of the date hereof, upon the receipt by the Administrative Agent of:




          (a) counterparts of this Amendment No. 5 executed by the Borrower, the Guarantors and the
Administrative Agent together with authorizations to execute this Amendment No. 5 from the
requisite Lenders; and




          (b) evidence of the payment by the Borrower of all fees payable to the Administrative Agent
and the Lenders that the Borrower has agreed to pay in connection with this Amendment No. 5.




          Section 5. Security Documents. The Borrower and the Guarantors hereby ratify and
confirm the respective Guaranty Obligations and Liens granted by them under the Security Documents
in favor of the Secured Parties.




          Section 6. Miscellaneous. Except as herein provided, the Credit Agreement shall remain
unchanged and in full force and effect. This Amendment No. 5 may be executed in




Amendment No. 5











 



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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. 5 by signing any
such counterpart. This Amendment No. 5 shall be governed by, and construed in accordance with, the
law of the State of New York.




[Signature pages to follow]




Amendment No. 5















 





     IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 5 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/ Brian R. Evans
 	 
	 	 	Name:  	Brian R. Evans 	 
	 	 	Title:  	Sr. VP & CFO 	 
	 
	 	CORRECTIONAL SERVICES CORPORATION, as Guarantor

 	 
	 	By:  	/s/ Brian R. Evans
 	 
	 	 	Name:  	Brian R. Evans 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	GEO HOLDINGS I, INC., as Guarantor

 	 
	 	By:  	/s/ Brian R. Evans
 	 
	 	 	Name:  	Brian R. Evans 	 
	 	 	Title:  	Vice President, Finance 	 
	 
	 	GEO ACQUISITION II, INC., as Guarantor

 	 
	 	By:  	/s/ Brian R. Evans
 	 
	 	 	Name:  	Brian R. Evans 	 
	 	 	Title:  	Vice President, Finance 	 
	 
	 	GEO CARE, INC. (formerly known as Atlantic Shores

Healthcare, Inc.), as Guarantor

 	 
	 	By:  	/s/ Brian R. Evans
 	 
	 	 	Name:  	Brian R. Evans 	 
	 	 	Title:  	Treasurer 	 
	 
	 	GEO RE HOLDINGS LLC (formerly known as WCC RE Holdings
LLC), as Guarantor

 	 
	 	By:  	/s/ Brian R. Evans
 	 
	 	 	Name:  	Brian R. Evans 	 
	 	 	Title:  	Senior Vice President and Treasurer 	 
	 



[Signature pages continue]




 









 








	 	 	 	 	 
	 	CPT OPERATING PARTNERSHIP, L.P., as Guarantor

 	 
	 	By:  	/s/ Brian R. Evans
 	 
	 	 	Name:  	Brian R. Evans 	 
	 	 	Title:  	Vice President, Finance 	 
	 
	 	CPT LIMITED PARTNER, LLC, as Guarantor

 	 
	 	By:  	/s/ Brian R. Evans
 	 
	 	 	Name:  	Brian R. Evans 	 
	 	 	Title:  	Vice President, Finance 	 
	 
	 	CORRECTIONAL PROPERTIES PRISON FINANCE LLC, as
Guarantor

 	 
	 	By:  	/s/ Brian R. Evans
 	 
	 	 	Name:  	Brian R. Evans 	 
	 	 	Title:  	Vice President, Finance 	 
	 
	 	PUBLIC PROPERTIES DEVELOPMENT AND LEASING LLC, as Guarantor

 	 
	 	By:  	/s/ Brian R. Evans
 	 
	 	 	Name:  	Brian R. Evans 	 
	 	 	Title:  	Vice President, Finance 	 
	 
	 	GEO TRANSPORT, INC., as Guarantor

 	 
	 	By:  	/s/ Brian R. Evans
 	 
	 	 	Name:  	Brian R. Evans 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 



[Signature pages continue]




 









 








	 	 	 	 	 
	 	BNP PARIBAS,

as Lender

 	 
	 	By:  	/s/ John Treadwell
 	 
	 	 	Name:  	John Treadwell 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	                                          /s/ Nicole Mitchell
 	 
	 	 	Name:  	Nicole Mitchell 	 
	 	 	Title:  	Vice President 	 
	 
	 	BNP PARIBAS,

as Administrative Agent

 	 
	 	By:  	/s/ John Treadwell
 	 
	 	 	Name:  	John Treadwell 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	                                          /s/ Nicole Mitchell
 	 
	 	 	Name:  	Nicole Mitchell 	 
	 	 	Title:  	Vice President