EXHIBIT 10.23

                                                                  EXECUTION COPY


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                            CORNELL CORRECTIONS, INC.

                                       and

                              SUBSIDIARY GUARANTORS



                         ATLANTIC FINANCIAL GROUP, LTD.

                          -----------------------------



                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT


                          Dated as of December 3, 1998


                         ------------------------------



                         ING (U.S.) CAPITAL CORPORATION,
                                    as Agent



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<PAGE>
                                TABLE OF CONTENTS

            This Table of Contents is not part of the Agreement to which it is
attached but is inserted for convenience of reference only.

                                                                PAGE

Section 1.     DEFINITIONS AND ACCOUNTING MATTERS                 1
         1.01  CERTAIN DEFINED TERMS                              1
         1.02  ACCOUNTING TERMS AND DETERMINATIONS               16
         1.03  CLASSES AND TYPES OF LOANS                        16

Section 2.     COMMITMENTS, LOANS, NOTES AND PREPAYMENTS         17
         2.01  LOANS                                             17
         2.02  BORROWINGS OF LOANS                               17
         2.03  CHANGES OF COMMITMENTS                            18
         2.04  COMMITMENT FEE                                    18
         2.05  LENDING OFFICES                                   18
         2.06  SEVERAL OBLIGATIONS; REMEDIES INDEPENDENT         18
         2.07  NOTES                                             18
         2.08  OPTIONAL PREPAYMENTS AND CONVERSIONS OR 
                 CONTINUATIONS OF LOANS                          19
         2.09  MANDATORY PREPAYMENTS                             19
         2.10  LETTERS OF CREDIT                                 21

Section 3.     PAYMENTS OF PRINCIPAL AND INTEREST                24
         3.01  REPAYMENT OF LOANS                                24
         3.02  INTEREST                                          24

Section 4.     PAYMENTS; PRO RATA TREATMENT; COMPUTATIONS; ETC.  25
         4.01  PAYMENTS                                          25
         4.02  PRO RATA TREATMENT                                26
         4.03  COMPUTATIONS                                      26
         4.04  MINIMUM AMOUNTS                                   26
         4.05  CERTAIN NOTICES                                   26
         4.06  NON-RECEIPT OF FUNDS BY THE AGENT                 27
         4.07  SHARING OF PAYMENTS, ETC.                         28

Section 5.     YIELD PROTECTION, ETC.                            28
         5.01  ADDITIONAL COSTS                                  28
         5.02  LIMITATION ON TYPES OF LOANS                      30
         5.03  ILLEGALITY                                        31
         5.04  TREATMENT OF EURODOLLAR LOANS                     31
         5.05  COMPENSATION                                      31
         5.06  SUBSTITUTION OF LENDERS                           32
         5.07  ADDITIONAL COSTS IN RESPECT OF LETTERS OF CREDIT  32

Section 6.     GUARANTEE                                         33
         6.01  THE GUARANTEE                                     33
         6.02  OBLIGATIONS UNCONDITIONAL                         33
         6.03  REINSTATEMENT                                     33
         6.04  SUBROGATION                                       34
         6.05  REMEDIES                                          34
         6.06  INSTRUMENT FOR THE PAYMENT OF MONEY               34
         6.07  CONTINUING GUARANTEE                              34
         6.08  RIGHTS OF CONTRIBUTION                            34


                                      -i-
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                                                                PAGE

         6.09  GENERAL LIMITATION ON GUARANTEE OBLIGATIONS       35

Section 7.     CONDITIONS PRECEDENT                              35
         7.01  EFFECTIVENESS OF THIRD AMENDMENT AND RESTATEMENT  35
         7.02  CAPITAL EXPENDITURES; ELIGIBLE ACQUISITIONS       36
         7.03  SYNTHETIC LEASE LOANS                             38
         7.04  INITIAL AND SUBSEQUENT EXTENSIONS OF CREDIT       39

Section 8.     REPRESENTATIONS AND WARRANTIES                    39
         8.01  CORPORATE EXISTENCE                               39
         8.02  FINANCIAL CONDITION                               39
         8.03  LITIGATION                                        39
         8.04  NO BREACH                                         39
         8.05  ACTION                                            40
         8.06  APPROVALS                                         40
         8.07  USE OF CREDIT                                     40
         8.08  ERISA                                             40
         8.09  TAXES                                             40
         8.10  INVESTMENT COMPANY ACT                            40
         8.11  PUBLIC UTILITY HOLDING COMPANY ACT                40
         8.12  MATERIAL AGREEMENTS AND LIENS                     41
         8.13  ENVIRONMENTAL MATTERS                             41
         8.14  CAPITALIZATION                                    42
         8.15  SUBSIDIARIES, ETC.                                43
         8.16  TITLE TO ASSETS                                   43
         8.17  TRUE AND COMPLETE DISCLOSURE                      43
         8.18  REAL PROPERTY                                     43

Section 9.     COVENANTS OF THE COMPANY                          44
         9.01  FINANCIAL STATEMENTS; ETC.                        44
         9.02  LITIGATION                                        46
         9.03  EXISTENCE, ETC.                                   46
         9.04  INSURANCE                                         47
         9.05  PROHIBITION OF FUNDAMENTAL CHANGES                48
         9.06  LIMITATION ON LIENS                               49
         9.07  INDEBTEDNESS                                      50
         9.08  INVESTMENTS                                       50
         9.09  DIVIDEND PAYMENTS                                 51
         9.10  EBITDA RATIO I                                    51
         9.11  EBITDA RATIO I I                                  51
         9.12  NET WORTH                                         52
         9.13  INTEREST COVERAGE RATIO                           52
         9.14  FIXED CHARGES RATIO                               52
         9.15  CAPITAL EXPENDITURES                              53
         9.16  THE CORNELL COX GROUP, L.P.                       53
         9.17  SALE LEASE-BACK TRANSACTIONS                      53
         9.18  DISCOUNT OF ACCOUNTS                              53
         9.19  INTEREST RATE PROTECTION AGREEMENTS               53
         9.20  LINES OF BUSINESS                                 53
         9.21  TRANSACTIONS WITH AFFILIATES                      53
         9.22  USE OF PROCEEDS                                   54
         9.23  CERTAIN OBLIGATIONS RESPECTING SUBSIDIARIES       54
         9.24  MODIFICATIONS OF CERTAIN DOCUMENTS                55
         9.25  POST-CLOSING REAL PROPERTY                        55

<PAGE>
                                                                PAGE

Section 10.    THE LESSOR; EXERCISE OF REMEDIES UNDER LEASE      55
         10.01 COVENANTS OF LESSOR                               55
         10.02 LESSOR OBLIGATIONS NONRECOURSE; 
                 PAYMENT FROM CERTAIN LEASE OBLIGATIONS 
                 AND CERTAIN PROCEEDS OF LEASED PROPERTY ONLY    56
         10.03 EXERCISE OF REMEDIES UNDER THE LEASE              56

Section 11.    EVENTS OF DEFAULT                                 57
         11.01 EVENTS OF DEFAULT                                 57
         11.02 LEASE-RELATED EVENTS OF DEFAULT                   60

Section 12.    THE AGENT                                         61
         12.01 APPOINTMENT, POWERS AND IMMUNITIES                61 
         12.02 RELIANCE BY AGENT                                 62
         12.03 DEFAULTS 62 12.04 RIGHTS AS A LENDER              62 
         12.05 INDEMNIFICATION                                   62
         12.06 NON-RELIANCE ON AGENT AND OTHER LENDERS           62 
         12.07 FAILURE TO ACT                                    63
         12.08 RESIGNATION OR REMOVAL OF AGENT                   63 
         12.09 CONSENTS UNDER OTHER BASIC DOCUMENTS              63

Section 13.    MISCELLANEOUS                                     63
         13.01 WAIVER                                            63
         13.02 NOTICES                                           64
         13.03 EXPENSES, ETC.                                    64
         13.04 AMENDMENTS, ETC.                                  65
         13.05 SUCCESSORS AND ASSIGNS                            65
         13.06 ASSIGNMENTS AND PARTICIPATIONS                    65
         13.07 SURVIVAL                                          66
         13.08 CAPTIONS                                          66
         13.09 COUNTERPARTS                                      66
         13.10 GOVERNING LAW; SUBMISSION TO JURISDICTION         66
         13.11 WAIVER OF JURY TRIAL                              67
         13.12 CONFIDENTIALITY67



SCHEDULE I       -    Material Agreements and Liens
SCHEDULE II      -    Environmental Matters
SCHEDULE III     -    Subsidiaries and Investments
SCHEDULE IV      -    Real Property
SCHEDULE V       -    Capital Stock, Equity Rights and Registration Rights
SCHEDULE VI      -    Existing Property, Indebtedness and Liabilities of The
                          Cornell Cox Group, L.P.
SCHEDULE VII     -    Loans to David Cornell

EXHIBIT A-1      -    Form of Company Note
EXHIBIT A-2      -    Form of Lessor Note
EXHIBIT B-1      -    Form of Opinion of Texas Counsel to the Obligors
EXHIBIT B-2      -    Form of Opinion of New York Counsel to ING 
EXHIBIT C        -    Form of Amendment to Security Agreement
EXHIBIT D        -    Form of Confidentiality Agreement
EXHIBIT E        -    Form of Assignment Agreement
EXHIBIT F        -    Form of Master Agreement

<PAGE>
            THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 3,
1998 (as further amended, supplemented or modified from time to time, this
"AGREEMENT") among: CORNELL CORRECTIONS, INC., a corporation duly organized and
validly existing under the laws of the State of Delaware (the "COMPANY"); 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"; and the Subsidiary
Guarantors collectively with the Company, the "OBLIGORS"); ATLANTIC FINANCIAL
GROUP, LTD., a Texas limited partnership (the "LESSOR"); each of the lenders
that is a signatory hereto identified under the caption "LENDERS" on the
signature pages hereto or that, pursuant to Section 13.06(b) hereof, shall
become a "Lender" hereunder (individually, a "LENDER" and, collectively, the
"LENDERS"); and ING (U.S.) CAPITAL CORPORATION, a Delaware corporation, as agent
for the Lenders (in such capacity, together with its successors in such
capacity, the "AGENT").

            The Company, the Agent and the Lenders are parties to a Second
Amended and Restated Credit Agreement, dated as of October 31, 1997 (as amended
and in effect immediately prior to the date hereof, the "SECOND AMENDED AND
RESTATED CREDIT AGREEMENT"), and the Company, the Agent and the Lenders wish to
amend and restate the Second Amended and Restated Credit Agreement in its
entirety, and the Lessor wishes to become a party to this Agreement.
Accordingly, the Company, the Subsidiary Guarantors, the Lessor, the Agent and
the Lenders agree that, subject to the terms and conditions of this Agreement,
the Second Amended and Restated Credit Agreement is hereby amended and restated
in its entirety to read as follows:


          Section 1. DEFINITIONS AND ACCOUNTING MATTERS

1.01. CERTAIN DEFINED TERMS. As used herein, the following terms shall have the
following meanings (all terms defined in this Section 1.01 or in other
provisions of this Agreement in the singular to have the same meanings when used
in the plural and VICE VERSA):

            "A COLLATERAL CONTRIBUTION" shall have the meaning given to that
term in clause (d) of the definition of "Synthetic Leasing Financing" in this
Section 1.01.

            "A LENDER" shall have the meaning given to that term in clause (b)
of the definition of "Synthetic Lease Financing" in this Section 1.01.

            "A PERCENTAGE" shall have the meaning given to that term in the
Master Agreement.

            "AFFILIATE" shall mean any Person that directly or indirectly
controls, or is under common control with, or is controlled by, the Company and,
if such Person is an individual, any member of the immediate family (including
parents, spouse, children and siblings) of such individual and any trust whose
principal beneficiary is such individual or one or more members of such
immediate family and any Person who is controlled by any such member or trust.
As used in this definition, "CONTROL" (including, with its correlative meanings,
"CONTROLLED BY" and "UNDER COMMON CONTROL WITH") shall mean possession, directly
or indirectly, of power to direct or cause the direction of management or
policies (whether through ownership of securities or partnership or other
ownership interests, by contract or otherwise). Notwithstanding the foregoing,
(a) no individual shall be an Affiliate solely by reason of his or her being a
director, officer or employee of the Company or any of its Subsidiaries, (b)
none of the Wholly Owned Subsidiaries of the Company shall be Affiliates and (c)
neither the Agent, the Lessor, nor any of the Lenders shall be an Affiliate.

            "APPLICABLE LENDING OFFICE" shall mean, for each Lender and for each
Type of Loan, the "Lending Office" of such Lender (or of an affiliate of such
Lender) designated for such Type of Loan on the signature pages hereof or such
other office of such Lender (or of an affiliate of such Lender) as such Lender
may from time to time specify to the Agent and the Company as the office by
which its Loans of such Type are to be made and maintained.

<PAGE>
            "APPLICABLE MARGIN" shall mean 0.50% for Base Rate Loans and 2.50%
for Eurodollar Loans; PROVIDED that if EBITDA Ratio II as at the last day of any
fiscal quarter of the Company shall fall within any of the ranges set forth in
Schedule A below then, subject to the delivery to the Agent of a certificate of
a senior financial officer of the Company demonstrating such fact, the
"Applicable Margin" shall be reduced to the applicable percentage set forth in
Schedule A below opposite such range (where "x" is EBITDA Ratio II) as of the
fifth Business Day following delivery of such certificate through the fifth
Business Day following the date of delivery of such a certificate with respect
to the next succeeding fiscal quarter (except that notwithstanding the
foregoing, the Applicable Margin shall not as a consequence of this PROVISO be
reduced at any time during which a Default shall have occurred and be
continuing):

                                   Schedule A

                                      APPLICABLE MARGIN    APPLICABLE MARGIN FOR
                                      FOR LOANS THAT ARE      LOANS THAT ARE
           EBITDA RATIO II             BASE RATE LOANS       EURODOLLAR LOANS
         -------------------         --------------------- ---------------------

               x < 2.00                     0.00%                 1.75%
   2.00 < x less than or = to 2.75          0.00%                 2.00%
   2.75 < x less than or = to 3.25          0.25%                 2.25%
             3.25 < x                       0.50%                 2.50%

            "B AND C COLLATERAL CONTRIBUTION" shall have the meaning given to
that term in clause (e) of the definition of "Synthetic Leasing Financing" in
this Section 1.01.

            "B LOAN" shall have the meaning given to that term in the Master
Agreement.

            "BANKRUPTCY CODE" shall mean the Federal Bankruptcy Code of 1978, as
amended from time to time.

            "BASE RATE" shall mean, for any day, a rate per annum equal to the
higher of (a) the Federal Funds Rate for such day plus 1/2 of 1% and (b) the
Prime Rate for such day. Each change in any interest rate provided for herein
based upon the Base Rate resulting from a change in the Base Rate shall take
effect at the time of such change in the Base Rate.

            "BASE RATE LOANS" shall mean Loans that bear interest at rates based
upon the Base Rate.

            "BASIC DOCUMENTS" shall mean, collectively, this Agreement, the
Notes, the Guaranty Agreement, the Security Documents and the Letter of Credit
Documents.

            "BUILDINGS" shall have the meaning given to that term in the Master
Lease.

            "BUSINESS DAY" shall mean (a) any day on which commercial banks are
not authorized or required to close in New York City or Houston, Texas and (b)
if such day relates to a borrowing of, a payment or prepayment of principal of
or interest on, a Conversion of or into, or an Interest Period for, a Eurodollar
Loan or a notice by the Company with respect to any such borrowing, payment,
prepayment, Conversion or Interest Period, any day on which dealings in Dollar
deposits are carried out in the London interbank market.

            "CAPITAL EXPENDITURES" shall mean, for any period, expenditures
(including, without limitation, the aggregate amount of Capital Lease
Obligations incurred during such period) made by the 

<PAGE>
Company or any of its Subsidiaries to acquire or construct fixed assets, plant,
furniture, fixtures and equipment (including renewals, improvements and
replacements thereof, but excluding repairs made in the ordinary course of
business) during such period computed in accordance with GAAP.

            "CAPITAL LEASE OBLIGATIONS" shall mean, for any Person, all
obligations of such Person to pay rent or other amounts under a lease of (or
other agreement conveying the right to use) Property to the extent such
obligations are required to be classified and accounted for as a capital lease
on a balance sheet of such Person under GAAP, and, for purposes of this
Agreement, the amount of such obligations shall be the capitalized amount
thereof, determined in accordance with GAAP.

            "CASUALTY EVENT" shall mean, with respect to any Property of any
Person, any loss of or damage to, or any condemnation or other taking of, such
Property for which such Person or any of its Subsidiaries receives insurance
proceeds, or proceeds of a condemnation award or other compensation.

            "CLOSING DATE" shall mean the date hereof.

            "CODE" shall mean the Internal Revenue Code of 1986, as amended from
time to time.

            "COLLATERAL ACCOUNT" shall have the meaning assigned to such term in
Section 4.1 of the Security Agreement.

            "COLLATERAL SHARING DOCUMENTATION" shall mean the Intercreditor and
Collateral Agency Agreement, dated as of July 15, 1998, among ING, as Collateral
Agent, the Agent and the holders of the Senior Notes, as the same shall be
modified and supplemented and in effect from time to time.

            "COLLATERAL SHARING DOCUMENTATION AMENDMENT" shall mean an amendment
or other modification to the Collateral Sharing Documentation, in form and
substance satisfactory to the Agent, providing that, irrespective of the
respective priorities of the Liens of the Agent, the Lenders and the holders of
the Senior Notes in the Property of the Company and its Subsidiaries,

            (x) subject to the A Collateral Contribution, the Liens of the
      Agent, the Lenders, the holders of the Senior Notes and the A Lenders in
      such Property shall, as between the Agent, the Lenders, the holders of the
      Senior Notes and the A Lenders, rank PARI PASSU, and

            (y) subject to the B and C Collateral Contribution, the Liens of the
      Agent, the Lenders, the holders of the Senior Notes and the B Lenders, and
      the interest of the Lessor, in such Property shall, as between the Agent,
      the Lenders, the holders of the Senior Notes, the B Lenders and the
      Lessor, rank PARI PASSU.

            "COMMITMENTS" shall mean the Revolving Credit Commitments and the
Synthetic Lease Loan Commitments.

            "COMPLETION DATE" shall have the meaning given to that term in the
Master Agreement.

            "CONSTRUCTION" shall have the meaning given to that term in the
Master Agreement.

            "CONSTRUCTION AGENCY AGREEMENT" shall have the meaning given to that
term in the Master Agreement.

            "CONSTRUCTION FAILURE PAYMENT" shall have the meaning given to that
term in the Master Agreement.

            "CONSTRUCTION LAND INTEREST" shall have the meaning given to that
term in the Master Agreement.

<PAGE>
            "CONSTRUCTION TERM" shall have the meaning given to that term in the
Master Agreement.

            "CONSTRUCTION TERM EXPIRATION DATE" shall have the meaning given to
that term in the Master Agreement.

            "CONTINUE", "CONTINUATION" and "CONTINUED" shall refer to the
continuation pursuant to Section 2.08 hereof of a Eurodollar Loan from one
Interest Period to the next Interest Period.

            "CONVERT", "CONVERSION" and "CONVERTED" shall refer to a conversion
pursuant to Section 2.08 hereof of one Type of Loan into another Type of Loan,
which may be accompanied by the transfer by a Lender (at its sole discretion) of
a Loan from one Applicable Lending Office to another.

            "CORRECTIONAL AND DETENTION FACILITY CONTRACT" shall mean any
contract with a municipal, state or federal government, or agency,
instrumentality or political subdivision thereof, relating to the management by
the Company or its Subsidiaries of a correctional and/or detention facility or
to other related lines of business, as amended or modified from time to time.

            "DEBT SERVICE" shall mean, for any period, the sum, for the Company
and its Subsidiaries, other than any Designated Subsidiaries (determined on a
consolidated basis without duplication in accordance with GAAP), of the
following: (a) all payments of principal of Indebtedness (including, without
limitation, the principal component of any payments in respect of Capital Lease
Obligations) scheduled to be made during such period PLUS (b) all Interest
Expense for such period.

            "DEFAULT" shall mean an Event of Default or an event that with
notice or lapse of time or both would become an Event of Default.

            "DESIGNATED SUBSIDIARY" shall mean one or more newly-created
Subsidiaries of the Company, designated by the Company to the Agent in writing,
which are organized for the sole purpose of constructing and operating (a) a
512-bed addition to the Company's prison complex located in Big Spring, Texas
and (b) a 550-bed prison in Charlton County, Georgia.

            "DISPOSITION" shall mean any sale, assignment, transfer or other
disposition of any Property (whether now owned or hereafter acquired) by the
Company or any of its Subsidiaries (other than any Designated Subsidiary) to any
other Person excluding any sale, assignment, transfer or other disposition of
any Property sold or disposed of in the ordinary course of business and on
commercially reasonable terms.

            "DIVIDEND PAYMENT" shall mean dividends (in cash, Property or
obligations) on, or other payments or distributions on account of, or the
setting apart of money for a sinking or other analogous fund for, or the
purchase, redemption, retirement or other acquisition of, any shares of any
class of stock of the Company or of any warrants, options or other rights to
acquire the same (or to make any payments to any Person, such as "phantom stock"
payments, where the amount thereof is calculated with reference to the fair
market or equity value of the Company or any of its Subsidiaries), but excluding
dividends payable solely in shares of common stock of the Company.

            "DOLLARS" and "$" shall mean lawful money of the United States of
America.

            "EBITDA" means, for any period, the sum of the following for the
Company and its Subsidiaries, other than any Designated Subsidiaries (determined
without duplication in accordance with GAAP):

            (a) net income for such period, LESS extraordinary gains for such
      period to the extent included in net income for such period, PLUS

            (b) Interest Expense for such period, PLUS

            (c) provisions for federal, state, local and foreign income taxes
      (other than taxes on extraordinary gains), whether paid or deferred, made
      during such period, to the extent deducted in determining net income for
      such period, PLUS

            (d) the aggregate amount of depreciation and amortization expense
      for such period, to the extend deducted in determining net income for such
      period, PLUS

            (e) the aggregate amount of (i) accretion expense with respect to
      options or rights to acquire the Company's common stock and (ii) any
      write-off of expenses arising in connection with the Loans, in each case
      to the extent deducted in determining net income for such period, PLUS

            (f) the net income of any Period that is accounted for by the equity
      method of accounting, but only to the extent of dividends paid to the
      Company or any of its Subsidiaries, PLUS

            (g) the aggregate amount of non-cash expense for such period
      associated with the closure and post-closure reserves of a plant or
      facility owned by the Company or any of its Subsidiaries, PLUS

            (h) the aggregate amount of all other non-cash expenses for such
      period, to the extent not specifically described above in this definition;

PROVIDED, that with respect to:

            (i) any Eligible Acquisition made during such period, "EBITDA" shall
      include the actual EBITDA attributable to the business acquired in such
      Eligible Acquisition for the 12 month period ending on the last day of
      such period, including, if necessary, EBITDA prior to consummation of such
      Eligible Acquisition (and may reflect Pro Forma Adjustments); and

            (ii) any Eligible New Contract entered into by the Company or any of
      its Subsidiaries (other than any Designated Subsidiary) during such
      period, "EBITDA" shall including the following:

                  (x) if the Company or such Subsidiary has provided services
            pursuant to such Eligible New Contract for less than three calendar
            months, an amount equal to the estimated "EBITDA" attributable to
            the operations resulting from such Eligible New Contract (and may
            reflect Pro Forma Adjustments) for the 12-month period beginning on
            the date on which the Company or such Subsidiary began providing
            services pursuant to such Eligible New Contract, or

                  (y) if the Company or such Subsidiary has provided services
            pursuant to such Eligible New Contract for three calendar months or
            more, an amount equal to actual EBITDA attributable to the
            operations resulting from such Eligible New Contract for each
            complete month that has elapsed since the date such Eligible New
            Contract was entered into (such amount to be annualized so that it
            represents the equivalent of 12 months of EBITDA).

            "EBITDA RATIO I" shall mean, at any date, the ratio of the
following:

            (a) all Indebtedness of the Obligors on such date (other than (x)
      Indebtedness of any Designated Subsidiary that is an Obligor, and (y)
      additional Indebtedness incurred in connection with an Eligible
      Acquisition (except for any Indebtedness hereunder) to the extent that the
      Majority Lenders have consented to the incurrence of such Indebtedness),
      to

            (b) EBITDA for the period of 12 consecutive months ending on or most
      recently ended prior to such date.

            "EBITDA RATIO II" shall mean, at any date, the ratio of the
following:

             (a) all Indebtedness of the Obligors on such date (other than
      Indebtedness of any Designated Subsidiary that is an Obligor), to

            (b) EBITDA for the period of 12 consecutive months ending on or most
      recently ended prior to such date.

<PAGE>
            "ELIGIBLE ACQUISITION" shall mean any acquisition by any Obligor
(regardless of the structure of the transaction) of the capital stock of, or all
or substantially all of the assets of, any Person (or of a line of business or
business segment of any Person) that was, immediately prior to such acquisition,
engaged primarily in the business of operating correctional and/or detention
facilities, substance abuse rehabilitation facilities or related lines of
business.

            "ELIGIBLE NEW CONTRACT" shall mean any acquired (or to be acquired)
Correctional and Detention Facility Contract, a newly executed Correctional and
Detention Facility Contract, an amendment to an existing Correctional and
Detention Facility Contract or an expansion under an existing Correctional and
Detention Facility Contract.

            "ENVIRONMENTAL CLAIM" shall mean, with respect to any Person, any
written or oral notice, claim, demand or other communication (collectively, a
"CLAIM") by any other Person alleging or asserting such Person's liability for
investigatory costs, cleanup costs, governmental response costs, damages to
natural resources or other Property, personal injuries, fines or penalties
arising out of, based on or resulting from (i) the presence, or Release into the
environment, of any Hazardous Material at any location, whether or not owned by
such Person, or (ii) circumstances forming the basis of any violation, or
alleged violation, of any Environmental Law. The term "Environmental Claim"
shall include, without limitation, any claim by any governmental authority for
enforcement, cleanup, removal, response, remedial or other actions or damages
pursuant to any applicable Environmental Law, and any claim by any third party
seeking damages, contribution, indemnification, cost recovery, compensation or
injunctive relief resulting from the presence of Hazardous Materials or arising
from alleged injury or threat of injury to health, safety or the environment.

            "ENVIRONMENTAL LAWS" shall mean any and all applicable, currently
published and enforceable Federal, state, local and foreign laws, codes, rules
or regulations, and any orders, decrees, judgments or injunctions binding upon
Obligors, relating to the regulation or protection of human health, worker
safety and protection or the environment or to emissions, discharges, releases
or threatened releases of Hazardous Materials into the indoor or outdoor
environment, including, without limitation, ambient air, soil, surface water,
ground water, wetlands, land or subsurface strata, or otherwise relating to the
manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of Hazardous Materials.

            "EQUITY ISSUANCE" shall mean (a) any issuance or sale by the Company
or any of its Subsidiaries after the date of the Second Amended and Restated
Credit Agreement of (i) any capital stock, (ii) any warrants or options
exercisable in respect of capital stock (other than any warrants or options
issued to directors, officers or employees of the Company or any of its
Subsidiaries pursuant to the Incentive Compensation Plan and any capital stock
of the Company issued upon the exercise of such warrants or options or (iii) any
other security or instrument representing an equity interest (or the right to
obtain any equity interest) in the Company or any of its Subsidiaries or (b) the
receipt by the Company or any of its Subsidiaries after the date of the Second
Amended and Restated Credit Agreement of any capital contribution (whether or
not evidenced by any equity security issued by the recipient of such
contribution); PROVIDED that Equity Issuance shall not include (A) any such
issuance or sale by any Subsidiary of the Company to the Company or any Wholly
Owned Subsidiary of the Company, or (B) any capital contribution by the Company
or any Wholly Owned Subsidiary of the Company to any Subsidiary of the Company.

            "EQUITY RIGHTS" shall mean, with respect to any Person, any
subscriptions, options, warrants, commitments, preemptive rights or agreements
of any kind (including, without limitation, any stockholders' or voting trust
agreements) for the issuance, sale, registration or voting of, or securities
convertible into, any additional shares of capital stock of any class, or
partnership or other ownership interests of any type in, such Person.

            "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended from time to time.

<PAGE>
            "ERISA AFFILIATE" shall mean any corporation or trade or business
that is a member of any group of organizations (i) described in Section 414(b)
or (c) of the Code of which the Company is a member and (ii) solely for purposes
of potential liability under Section 302(c)(11) of ERISA and Section 412(c)(11)
of the Code and the lien created under Section 302(f) of ERISA and Section
412(n) of the Code, described in Section 414(m) or (o) of the Code of which the
Company is a member.

            "EURODOLLAR LOANS" shall mean Loans that bear interest at rates
based on rates referred to in the definition of "Eurodollar Rate" in this
Section 1.01.

            "EURODOLLAR RATE" shall mean, with respect to any Eurodollar Loan
for any Interest Period therefor, the rate per annum (rounded upwards, if
necessary, to the nearest 1/16 of 1%), reported, at 11:00 a.m. (London time) on
the date two Business Days prior to the first day of such Interest Period, on
Telerate Access Service Page 3750 (British Bankers Association Settlement Rate)
as the London Interbank Offered Rate for Dollar deposits having a term
comparable to such Interest Period and in an amount equal to or greater than
$1,000,000.

            "EVENT OF DEFAULT" shall have the meaning assigned to such term in
Section 11.01 hereof.

            "EXCESS CASH FLOW" shall mean, for any period, the excess of:

            (a)   the sum of the following (without duplication): (i) EBITDA for
                  such period (calculated without reference to the PROVISO at
                  the end of the definition thereof in Section 1.01 hereof),
                  PLUS (ii) proceeds of business interruption or similar
                  insurance received during such period, PLUS (iii) decreases in
                  Working Capital of the Obligors for such period, PLUS (iv) all
                  tax refunds received by the Obligors in cash during such
                  period, OVER

            (b)   the sum of the following (without duplication): (i) Debt
                  Service for such period, PLUS (ii) Capital Expenditures made
                  during such period, PLUS (iii) increases in Working Capital of
                  the Obligors for such period, PLUS (iv) the aggregate amount
                  of cash taxes actually paid by the Obligors during such
                  period.

For purposes of this definition of "Excess Cash Flow," "WORKING CAPITAL" shall
have the meaning given to that term by GAAP, PROVIDED that Working Capital shall
not include any Loans or any current maturities of any long-term debt.

            "FEDERAL FUNDS RATE" shall mean, for any day, the rate per annum
(rounded upwards, if necessary, to the nearest 1/100 of 1%) equal to the
weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers on such
day, as published by the Federal Reserve Bank of New York on the Business Day
next succeeding such day, PROVIDED that (a) if the day for which such rate is to
be determined is not a Business Day, the Federal Funds Rate for such day shall
be such rate on such transactions on the next preceding Business Day as so
published on the next succeeding Business Day and (b) if such rate is not so
published for any Business Day, the Federal Funds Rate for such Business Day
shall be the average of quotations for such day on transactions, received by the
Agent (or any of its Affiliates) from three federal funds brokers of recognized
standing selected by it.

            "FIXED CHARGES RATIO" shall mean, as at any date, the ratio of:

            (a)   the sum of (i) EBITDA for the period of 12-consecutive months
                  ending on or most recently ended prior to such date, MINUS
                  (ii) Capital Expenditures made by the Company and its
                  Subsidiaries during such period to the extent not financed
                  with the proceeds of Loans, MINUS (iii) taxes paid in cash
                  during such period, TO

            (b)   Debt Service for such period.

            "FUNDING PARTIES" shall have the meaning given to that term in the
Master Agreement.

<PAGE>
            "FUTURE SYNTHETIC LEASE FINANCING" shall mean one or more Synthetic
Lease Transactions entered into after the date of this Agreement.

            "GAAP" shall mean generally accepted accounting principles applied
on a basis consistent with those that, in accordance with the last sentence of
Section 1.02(a) hereof, are to be used in making the calculations for purposes
of determining compliance with this Agreement.

            "GUARANTEE" shall mean a guarantee, an endorsement, a contingent
agreement to purchase or to furnish funds for the payment or maintenance of, or
otherwise to be or become contingently liable under or with respect to, the
Indebtedness, other obligations, net worth, working capital or earnings of any
Person, or a guarantee of the payment of dividends or other distributions upon
the stock or equity interests of any Person, or an agreement to purchase, sell
or lease (as lessee or lessor) Property, products, materials, supplies or
services primarily for the purpose of enabling a debtor to make payment of such
debtor's obligations or an agreement to assure a creditor against loss, and
including, without limitation, causing a bank or other financial institution to
issue a letter of credit or other similar instrument for the benefit of another
Person, but excluding endorsements for collection or deposit in the ordinary
course of business. The terms "GUARANTEE" and "GUARANTEED" used as a verb shall
have a correlative meaning.

            "GUARANTY AGREEMENT" shall have the meaning given to that term in
the Master Agreement.

            "HAZARDOUS MATERIAL" shall mean, collectively, (a) any petroleum or
petroleum products, flammable materials, explosives, radioactive materials,
asbestos, urea formaldehyde foam insulation, and polychlorinated biphenyls
("PCB'S") and (b) any chemicals or other materials or substances that are
defined as or included in the definition of "hazardous substances", "hazardous
wastes", "hazardous materials", "extremely hazardous wastes", "restricted
hazardous wastes", "toxic substances", "toxic pollutants", or any similar
denomination intended to classify substances by reason of toxicity,
carcinogenicity, ignitability, corrosivity or reactivity; but shall not include
naturally occurring materials existing in background conditions.

            "IMPERMISSIBLE QUALIFICATION" shall mean any qualification,
exception or other statement in any opinion or certification of any independent
public accounts which either (a) is of a "going concern" or similar nature; or
(b) relates to the limited scope of examination of matters relevant to the
financial statements referred to in such opinion or certification.

            "INCENTIVE COMPENSATION PLAN" shall mean a plan established by the
Company for the benefit of certain of its employees, or any other written
agreement to which the Company is a party, providing for the issuance to
employees of warrants or options in respect of the Company's capital stock,
PROVIDED that (a) the aggregate amount of capital stock that such warrants and
options would represent if exercised cannot exceed 20% of aggregate amount of
the Company's capital stock that would then be outstanding and (b) all other
terms and conditions of such plan or other written agreement shall be
satisfactory to the Majority Lenders.

            "INDEBTEDNESS" shall mean, for any Person: (a) obligations created,
issued or incurred by such Person for borrowed money (whether by loan, the
issuance and sale of debt securities or the sale of Property to another Person
subject to an understanding or agreement, contingent or otherwise, to repurchase
such Property from such Person); (b) obligations of such Person to pay the
deferred purchase or acquisition price of Property or services, other than trade
accounts payable (other than for borrowed money) arising, and accrued expenses
incurred, in the ordinary course of business so long as such trade accounts
payable are payable within 90 days of the date the respective goods are
delivered or the respective services are rendered; (c) Indebtedness of others
secured by a Lien on the Property of such Person, whether or not the respective
indebtedness so secured has been assumed by such Person; (d) obligations of such
Person in respect of letters of credit or similar instruments issued or accepted
by banks and other financial institutions for account of such Person; (e)
Capital Lease Obligations of such Person; and (f) Indebtedness of others
Guaranteed by such Person. For the avoidance of doubt, the principal components
of the A Guarantee, the 

<PAGE>
B Guarantee and the C Investment (including, without limitation, the principal
components of the 1998 Synthetic Lease Financing and any Future Synthetic Lease
Financing) shall constitute "Indebtedness." 

            "ING" shall mean ING (U.S.) Capital Corporation.

            "INTEREST COVERAGE RATIO" shall mean, as of any date, the ratio of
(a) EBITDA for the period of 12 consecutive months ending on or most recently
ended prior to such date to (b) Interest Expense for such period.

            "INTEREST EXPENSE" shall mean, for any period, the sum, for the
Company and its Subsidiaries, other than any Designated Subsidiaries (determined
on a consolidated basis without duplication in accordance with GAAP), of the
following: (a) all interest in respect of Indebtedness (including, without
limitation, the interest component of any payments in respect of Capital Lease
Obligations) accrued or capitalized during such period (whether or not actually
paid during such period), PLUS (b) the net amount payable (or minus the net
amount receivable) under Interest Rate Protection Agreements during such period
(whether or not actually paid or received during such period), MINUS (c) direct
reimbursements received by an Obligor during such period by a party to a
Correctional and Detention Facility Agreement, to the extent that such
reimbursements relate to interest expense of the Company or one of its
Subsidiaries (other than a Designated Subsidiary), plus (d) the interest
component of any payments in respect of the 1998 Synthetic Lease Financing and
any Future Synthetic Lease Financing accrued or capitalized during such period
(whether or not actually paid during such period).

            "INTEREST PERIOD" shall mean, with respect to any Eurodollar Loan,
each period commencing on the date such Eurodollar Loan is made or Converted
from a Base Rate Loan or the last day of the immediately preceding Interest
Period for such Loan and ending on the numerically corresponding day in the
first, second, third or sixth month thereafter, as the Company may select as
provided in Section 4.05 hereof (or such longer period as may be requested by
the Company and agreed to by all of the Lenders), except that each Interest
Period that commences on the last Business Day of a calendar month (or on any
day for which there is no numerically corresponding day in the appropriate
subsequent calendar month) shall end on the last Business Day of the appropriate
subsequent calendar month. Notwithstanding the foregoing: (i) if any Interest
Period for any Revolving Credit Loan would otherwise end after the Revolving
Credit Commitment Termination Date, such Interest Period shall not be available;
(ii) if any Interest Period for any Synthetic Lease Loan would end after the
Synthetic Lease Loan Principal Payment Date, such Interest Period shall not be
available; (iii) no Interest Period may commence before and end after any
Revolving Credit Commitment Reduction Date unless, after giving effect thereto,
the aggregate principal amount of Revolving Credit Loans having Interest Periods
that end after such Revolving Credit Commitment Reduction Date shall be equal to
or less than the aggregate principal amount of Revolving Credit Loans scheduled
be outstanding after giving effect to the payments of principal required to be
made on such Revolving Credit Commitment Reduction Date, and (iv) each Interest
Period that would otherwise end on a day that is not a Business Day shall end on
the next succeeding Business Day (or, if such next succeeding Business Day falls
in the next succeeding calendar month, on the next preceding Business Day).

            "INTEREST RATE PROTECTION AGREEMENT" shall mean, for any Person, an
interest rate swap, cap or collar agreement or similar arrangement between such
Person and one or more financial institutions providing for the transfer or
mitigation of interest risks either generally or under specific contingencies.

            "INVESTMENT" shall mean, for any Person: (a) the acquisition
(whether for cash, Property, services or securities or otherwise) of capital
stock, bonds, notes, debentures, partnership or other ownership interests or
other securities of any other Person or any agreement to make any such
acquisition (including, without limitation, any "short sale" or any sale of any
securities at a time when such securities are not owned by the Person entering
into such sale); (b) the making of any deposit with, or advance, loan or other
extension of credit to, any other Person (including the purchase of Property
from another Person subject to an understanding or agreement, contingent or
otherwise, to resell such Property to such Person), but excluding any such
advance, loan or extension of credit having a term not exceeding 90 days
representing the purchase price of inventory or supplies sold by such Person in
the ordinary course of business); (c) the entering into of any Guarantee of, or
other contingent obligation with respect to, 

<PAGE>
Indebtedness or other liability of any other Person and (without duplication)
any amount committed to be advanced, lent or extended to such Person; or (d) the
entering into of any Interest Rate Protection Agreement.

            "LAND" shall have the meaning given to that term in the Master
Agreement.

            "LEASE" shall have the meaning given to that term in the Master
Agreement.

            "LEASE-RELATED EVENT OF DEFAULT" shall have the meaning given to
that term in Section 11.02 hereof.

            "LEASE BALANCE" shall have the meaning given to that term in the
Master Agreement.

            "LEASED PROPERTY" shall have the meaning given to that term in the
Master Agreement.

            "LEASED PROPERTY BALANCE" shall have the meaning given to that term
in the Master Agreement.

            "LESSEE" shall have the meaning given to that term in the Master
Agreement.

            "LETTER OF CREDIT" shall have the meaning assigned to such term in
Section 2.10 hereof.

            "LETTER OF CREDIT DOCUMENTS" shall mean, with respect to any Letter
of Credit, collectively, any application therefor, any other agreements,
instruments, guarantees or other documents (whether general in application or
applicable only to such Letter of Credit) governing or providing for (a) the
rights and obligations of the parties concerned or at risk with respect to such
Letter of Credit or (b) any collateral security for any of such obligations,
each as the same may be modified and supplemented and in effect from time to
time.

            "LETTER OF CREDIT INTEREST" shall mean, for each Revolving Credit
Lender, such Lender's participation interest (or, in the case of the Letter of
Credit Issuer, its retained interest) in the Letter of Credit Issuer's liability
under Letters of Credit and such Lender's rights and interests in Reimbursement
Obligations and fees, interest and other amounts payable in connection with
Letters of Credit and Reimbursement Obligations.

            "LETTER OF CREDIT ISSUER" shall mean ING as the issuer of Letters of
Credit under Section 2.10 hereof, together with its successors in such capacity.

            "LETTER OF CREDIT LIABILITY" shall mean, without duplication, at any
time and in respect of any Letter of Credit, the sum of (a) the undrawn face
amount of such Letter of Credit, PLUS (b) the aggregate unpaid principal amount
of all Reimbursement Obligations of the Company at such time due and payable in
respect of all drawings made under such Letter of Credit. For purposes of this
Agreement, a Revolving Credit Lender (other than the Letter of Credit Issuer)
shall be deemed to hold a Letter of Credit Liability in an amount equal to its
participation interest in the related Letter of Credit under Section 2.10
hereof, and the Letter of Credit Issuer shall be deemed to hold a Letter of
Credit Liability in an amount equal to its retained interest in the related
Letter of Credit after giving effect to the acquisition by the Revolving Credit
Lenders other than the Letter of Credit Issuer of their participation interests
under said Section 2.10.

            "LIEN" shall mean, with respect to any Property, any mortgage, lien,
pledge, charge, security interest or encumbrance of any kind in respect of such
Property. For purposes of this Agreement and the other Basic Documents, a Person
shall be deemed to own subject to a Lien any Property that it has acquired or
holds subject to the interest of a vendor or lessor under any conditional sale
agreement, capital lease or other title retention agreement (other than an
operating lease) relating to such Property.

            "LOAN AGREEMENT" shall have the meaning given to that term in the
Master Agreement.

<PAGE>
            "LOANS" shall mean, collectively, Revolving Credit Loans and
Synthetic Lease Loans.

            "MAJORITY LENDERS" shall mean Lenders holding at least 51% of the
sum of the following:

            (a) the Revolving Credit Commitments (or, if the Revolving Credit
      Commitments shall have terminated or expired, at least 51% of the
      aggregate unpaid principal amount of Revolving Credit Loans), PLUS

            (b) the Synthetic Lease Loan Commitments (or, if the Synthetic Lease
      Loan Commitments shall have terminated or expired, at least 51% of the
      aggregate unpaid principal amount of Synthetic Lease Loans).

            "MAJORITY REVOLVING CREDIT LENDERS" shall mean Revolving Credit
Lenders holding at least 51% of the aggregate amount of the Revolving Credit
Commitments (or, if the Revolving Credit Commitments shall have terminated or
expired, at least 51% of the aggregate unpaid principal amount of Revolving
Credit Loans).

            "MAJORITY SYNTHETIC LEASE A LENDERS" shall mean Synthetic Lease Loan
Lenders holding at least 51% of the Synthetic Lease Loan Commitments (or, if the
Synthetic Lease Loan Commitments shall have terminated or expired, at least 51%
of the aggregate unpaid principal amount of Synthetic Lease Loans).

            "MAJORITY SYNTHETIC LEASE B LENDERS" shall mean the "Required
Lenders," as that term is defined in the Master Agreement.

            "MAJORITY SYNTHETIC LEASE A AND B LENDERS" shall mean Synthetic
Lease Loan Lenders and holders of B Loans holding at least 51% of the Synthetic
Lease Loan Commitments and "B Loan Commitments" (as defined in the Master
Agreement), or, if the Synthetic Lease Loan Commitments and the "B Loan
Commitments" shall have terminated or expired, at least 51% of the aggregate
unpaid principal amount of Synthetic Lease Loans and B Loans)

            "MAJORITY SYNTHETIC LEASE LENDERS" shall mean the "Required Funding
Parties," as that term is defined in the Master Agreement.

            "MARGIN STOCK" shall mean "margin stock" within the meaning of
Regulations U and X.

            "MASTER AGREEMENT" shall mean the Master Agreement, dated as of
December 3, 1998, among the Company, the Subsidiary Guarantors, the Lessor,
certain lenders and ING, as agent, as the same shall be modified and
supplemented and in effect from time to time.

            "MATERIAL ADVERSE EFFECT" shall mean a material adverse effect on
(a) the Property, business, operations, financial condition, prospects,
liabilities or capitalization of the Company and its Subsidiaries taken as a
whole, (b) the ability of any Obligor to perform its obligations under any of
the Basic Documents to which it is a party or any of the Operative Documents to
which it is a party, (c) the validity or enforceability of any of the Basic
Documents or any of the Operative Documents, (d) the rights and remedies of the
Lenders and the Agent under any of the Basic Documents or any of the Operative
Documents or (e) the timely payment of the principal of or interest on the
Loans, Reimbursement Obligations or other amounts payable in connection
therewith.

            "MONTHLY DATE" shall mean the last Business Day of each calendar
month.

            "MORTGAGE" shall mean, in connection with any interest in real
property (whether a fee or a leasehold estate) acquired by any Obligor, an
Indenture or Instrument of Mortgage, Deed of Trust, Assignment of Rents,
Security Agreement and Fixture Filing executed by such Obligor in favor of the
Agent and the Lenders (or, if applicable, in favor of a Trustee, for the benefit
of the Agent and the Lenders), in 

<PAGE>
each case in form and substance satisfactory to the Majority Lenders and
covering such interest in real property, as said instrument shall be modified
and supplemented and in effect from time to time.

            "MULTIEMPLOYER PLAN" shall mean a multiemployer plan defined as such
in Section 3(37) of ERISA to which contributions have been made by the Company
or any ERISA Affiliate and that is covered by Title IV of ERISA.

            "NET AVAILABLE PROCEEDS" shall mean:

            (i)   in the case of any Disposition, the amount of Net Cash
                  Payments received in connection with such Disposition;

            (ii)  in the case of any Casualty Event, the aggregate amount of
                  proceeds of insurance, condemnation awards and other
                  compensation received by the Company and its Subsidiaries in
                  respect of such Casualty Event net of (A) reasonable expenses
                  incurred by the Company and its Subsidiaries in connection
                  therewith and (B) contractually required repayments of
                  Indebtedness to the extent secured by a Lien on such Property
                  and any income and transfer taxes payable by the Company or
                  any of its Subsidiaries in respect of such Casualty Event;

            (iii) in the case of any incurrence of Indebtedness, the aggregate
                  amount of all cash received by the Company and its
                  Subsidiaries in respect of such incurrence net of fees and
                  expenses incurred by Company and its Subsidiaries in
                  connection therewith; and

            (iv)  in the case of any Equity Issuance, the aggregate amount of
                  all cash received by the Company and its Subsidiaries in
                  respect of such Equity Issuance net of fees and expenses
                  incurred by the Company and its Subsidiaries in connection
                  therewith.

            "NET CASH PAYMENTS" shall mean, with respect to any Disposition, the
aggregate amount of all cash payments, and the fair market value of any non-cash
consideration, received by the Company and its Subsidiaries directly or
indirectly in connection with such Disposition; PROVIDED that (a) Net Cash
Payments shall be net of (i) the amount of any legal, title and recording tax
expenses, commissions and other fees and expenses paid by the Company and its
Subsidiaries in connection with such Disposition and (ii) any federal, state,
local and foreign taxes estimated to be payable by the Company and its
Subsidiaries as a result of such Disposition (but only to the extent that such
estimated taxes are in fact paid to the relevant Federal, state or local
governmental authority within three months of the date of such Disposition), (b)
Net Cash Payments shall be net of any repayments by the Company or any of its
Subsidiaries of Indebtedness to the extent that (i) such Indebtedness is secured
by a Lien on the Property that is the subject of such Disposition and (ii) the
transferee of (or holder of a Lien on) such Property requires that such
Indebtedness be repaid as a condition to the purchase of such Property and (c)
Net Cash Payments shall exclude the amount of any reasonable reserves
established by the Company or such Subsidiary, in accordance with GAAP, against
any liabilities retained by the Company or its Subsidiaries, which liabilities
are associated with the Property that is the subject of such Disposition (but
only during such period as such reserves are actually maintained), including
(without limitation) any indemnification obligations, pension and other
post-employment benefit liabilities, workers' compensation liabilities,
liabilities associated with retiree benefits, liabilities relating to
environmental matters and liabilities relating to any Guarantee of Indebtedness
secured by a Lien on such Property.

            "NET WORTH" shall mean, as at any date for any Person, the sum for
such Person and its Subsidiaries (determined on a consolidated basis without
duplication in accordance with GAAP), of the following:

            (a)   the amount of capital stock; PLUS

            (b)   he amount of surplus and retained earnings (or, in the case of
                  a surplus or retained earnings deficit, MINUS the amount of
                  such deficit); PLUS

<PAGE>
            (c)   any warrant accretion expense (as that term is used in GAAP)
                  or any original issue discount accretion expense (as such term
                  is used in GAAP) arising after the date of the Second Amended
                  and Restated Credit Agreement, PLUS

            (d)   the value ascribed to any warrants issued to a Lender and the
                  cumulative effect of any change in the valuation of such
                  warrants;

PROVIDED that any predecessor basis adjustment required under GAAP shall be
disregarded in calculating "Net Worth."

            "1998 SYNTHETIC LEASE FINANCING" shall mean a Synthetic Lease
Financing in which (a) the A Lenders (as that term is defined in the definition
of "Synthetic Lease Financing" in this Section 1.01) are the Synthetic Lease
Lenders hereunder, and (b) the B Guarantee and the C Investment (as those terms
are defined in the definition of "Synthetic Lease Financing" in this Section
1.01) are not secured by the Collateral for the Loans and the Senior Notes.

            "NOTES" shall mean the promissory notes provided for by Section
2.07(a) hereof and all promissory notes delivered in substitution or exchange
therefor, in each case as the same shall be modified and supplemented and in
effect from time to time.

            "OPERATIVE DOCUMENTS" shall have the meaning given to that term in
the Master Agreement.

            "PBGC" shall mean the Pension Benefit Guaranty Corporation or any
entity succeeding to any or all of its functions under ERISA.

            "PERMITTED INVESTMENTS" shall mean: (a) direct obligations of the
United States of America, or of any agency thereof, or obligations guaranteed as
to principal and interest by the United States of America, or of any agency
thereof, in either case maturing not more than 90 days from the date of
acquisition thereof; (b) certificates of deposit issued by any Lender or by any
bank or trust company organized under the laws of the United States of America
or any state thereof and having capital, surplus and undivided profits of at
least $500,000,000, maturing not more than 90 days from the date of acquisition
thereof; (c) commercial paper rated A-1 or better or P-1 by Standard & Poor's
Corporation or Moody's Investors Services, Inc., respectively, maturing not more
than six months from the date of acquisition thereof; (d) commercial paper of
any Lender (or any Affiliate thereof located in the United States of America)
that is rated A-1 or better or P-1 by Standard and Poor's Corporation or Moody's
Investors Services, Inc., respectively, maturing not more than six months from
the date of acquisition thereof; (e) repurchase agreements entered into with any
Lender or with any bank or trust company satisfying the conditions of clause (b)
hereof that is secured by any obligation of the type described in clauses (a)
through (d) of this definition; and (f) money market funds acceptable to the
Majority Lenders.

            "PERSON" shall mean any individual, corporation, company, voluntary
association, partnership, joint venture, trust, unincorporated organization or
government (or any agency, instrumentality or political subdivision thereof).

            "PLAN" shall mean an employee benefit or other plan established or
maintained by the Company or any ERISA Affiliate and that is covered by Title IV
of ERISA, other than a Multiemployer Plan.

            "POST-DEFAULT RATE" shall mean, in respect of any principal of any
Loan, any Reimbursement Obligation or any other amount under this Agreement, any
Note or any other Basic Document that is not paid when due (whether at stated
maturity, by acceleration, by optional or mandatory prepayment or otherwise), a
rate per annum during the period from and including the due date to but
excluding the date on which such amount is paid in full equal to 2% PLUS the
Base Rate as in effect from time to time PLUS the Applicable Margin for Base
Rate Loans (PROVIDED that, with respect to principal of a 

<PAGE>
Eurodollar Loan, the "Post-Default Rate" for such principal shall be, for the
period from and including such due date to but excluding the last day of such
Interest Period, 2% PLUS the interest rate for such Loan as provided in Section
3.02 hereof and, thereafter, the rate provided for above in this definition).

            "POTENTIAL LEASE-RELATED EVENT OF DEFAULT" shall mean any "Potential
Event of Default" as defined in the Master Agreement.

            "PRIME RATE" shall mean the arithmetic average of the rates of
interest publicly announced by The Chase Manhattan Bank, Citibank, N.A. and
Morgan Guaranty Trust Company of New York (or their respective successors) as
their respective prime commercial lending rates (or, as to any such bank that
does not announce such a rate, such bank's "base" or other rate reasonably
determined by the Agent to be the equivalent rate announced by such bank),
EXCEPT THAT, if any such bank shall, for any period, cease to announce publicly
its prime commercial lending (or equivalent) rate, the Agent shall, during such
period, reasonably determine the "prime rate" based upon the commercial lending
(or equivalent) rates announced publicly by the other such banks.

            "PRO FORMA ADJUSTMENTS" shall mean reasonable adjustments for (a)
non-recurring or extraordinary expenses, (b) operating efficiencies, (c) census
levels and (d) per diem rates.

            "PROPERTY" shall mean any right or interest in or to property of any
kind whatsoever, whether real, personal or mixed and whether tangible or
intangible.

            "QUARTERLY DATES" shall mean the last Business Day of March, June,
September and December in each year, the first of which shall be the first such
day after the date of this Agreement.

            "REGULATIONS A, D, U AND X" shall mean, respectively, Regulations A,
D, U and X of the Board of Governors of the Federal Reserve System (or any
successor), as the same may be modified and supplemented and in effect from time
to time.

            "REGULATORY CHANGE" shall mean, with respect to any Lender, any
change after the date of this Agreement in Federal, state or foreign law or
regulations (including, without limitation, Regulation D) or the adoption or
making after the date of this Agreement of any interpretation, directive or
request applying to a class of banks including such Lender of or under any
Federal, state or foreign law or regulations (whether or not having the force of
law and whether or not failure to comply therewith would be unlawful) by any
court or governmental or monetary authority charged with the interpretation or
administration thereof.

            "REIMBURSEMENT OBLIGATIONS" shall mean, at any time, the obligations
of the Company then outstanding, or that may thereafter arise in respect of all
Letters of Credit then outstanding, to reimburse amounts paid by the Letter of
Credit Issuer in respect of any drawings under a Letter of Credit.

            "RELEASE" shall mean any release, spill, emission, leaking, pumping,
injection, deposit, disposal, discharge, dispersal, leaching or migration into
the indoor or outdoor environment, including, without limitation, the movement
of Hazardous Materials through ambient air, soil, surface water, ground water,
wetlands, land or subsurface strata.

            "RELEASE DATE" shall have the meaning given to that term in the
Master Agreement.

            "RELEVANT CONTRACT" shall have the meaning set forth in Section
7.02(a)(ii) hereof.

            "RELEVANT TRANSACTION" shall have the meaning set forth in Section
7.02(a) hereof.

            "REVOLVING CREDIT COMMITMENT" shall mean, for each Revolving Credit
Lender, the obligation of such Lender to make Loans in an aggregate principal
amount at any one time outstanding up to but not exceeding the amount set forth
opposite the name of such Lender on the signature pages hereof under the caption
"Revolving Credit Commitment" (as the same may be reduced from time to time
pursuant 

<PAGE>
to Section 2.03 hereof). The original aggregate principal amount of the
Revolving Credit Commitments is $60,000,000.

            "REVOLVING CREDIT COMMITMENT PERCENTAGE" shall mean, with respect to
any Lender, the ratio of (a) the amount of the Revolving Credit Commitment of
such Lender to (b) the aggregate amount of the Revolving Credit Commitments of
all of the Lenders."

            "REVOLVING CREDIT COMMITMENT REDUCTION DATES" shall mean the
Quarterly Dates, commencing with the last Business Day of September 2000 through
and including the last Business Day of December 2002.

            "REVOLVING CREDIT COMMITMENT TERMINATION DATE" shall mean the
Business Day immediately preceding March 31, 2003.

            "REVOLVING CREDIT LENDERS" shall mean (a) on the date hereof,
Lenders having Revolving Credit Commitments on the signature pages hereof, and
(b) thereafter, Lenders from time to time holding Revolving Credit Loans and
Revolving Credit Commitments after giving effect to any assignments thereof
permitted by Section 13.06(b) hereof.

            "REVOLVING CREDIT LOANS" shall mean the revolving credit loans
provided for by Section 2.01(a) hereof, which may be Base Rate Loans and/or
Eurodollar Loans.

            "SECURITY AGREEMENT" shall mean the Security Agreement dated as of
March 14, 1995, as amended, between each Obligor and the Agent, as amended by
the Security Agreement Amendment, and as the same shall be further modified and
supplemented and in effect from time to time.

            "SECURITY AGREEMENT AMENDMENT" shall mean an Amendment to the
Security Agreement in substantially the form of Exhibit C hereto.

            "SECURITY DOCUMENTS" shall mean, collectively, the Security
Agreement, any Mortgage and all Uniform Commercial Code financing statements
required by this Agreement, the Security Agreement or any Mortgage to be filed
with respect to the security interests in personal Property and fixtures created
pursuant to the Security Agreement or any Mortgage.

            "SENIOR NOTES" shall mean, collectively, the following:

            (a) promissory notes of the Company, in an aggregate principal
      amount not to exceed $50,000,000, secured by a Lien upon substantially all
      of the Property of the Company and its Subsidiaries (the "1998 SENIOR
      NOTES"); and

            (b) additional Indebtedness of the Company, in an aggregate
      principal amount not to exceed $10,000,000, which may be secured by a Lien
      upon substantially all of the Property of the Company and its
      Subsidiaries, with terms and conditions, and pursuant to documentation,
      either (i) substantially similar to the terms and conditions of, and the
      documentation for, the 1998 Senior Notes or (ii) otherwise satisfactory to
      the Agent.

            "SENIOR NOTES DOCUMENTATION" shall mean any note purchase agreement,
promissory note or other document or instrument evidencing or governing the
Senior Notes.

            "SUBORDINATED NOTES" shall mean promissory notes of the Company, in
an aggregate principal amount not to exceed $25,000,000, which is not secured by
any Property of the Company or any Subsidiary Guarantor but which may be
Guaranteed by each of the Subsidiaries of the Company, and which is subordinated
to the prior payment in full of the principal of and interest on the Loans, on
terms and conditions (including subordination terms), and pursuant to
documentation, that is (i) on market terms at the time it is entered into and
(ii) is otherwise satisfactory to the Agent.

<PAGE>
            "SUBORDINATED NOTES DOCUMENTATION" shall mean any note purchase
agreement, promissory note or other document or instrument evidencing or
governing the Subordinated Notes.

            "SUBSEQUENT SYNTHETIC LEASE FUNDING DATE" shall mean each
"Subsequent Funding Date" as defined in the Master Agreement.

            "SUBSIDIARY" shall mean, with respect to any Person, any
corporation, partnership or other entity of which at least a majority of the
securities or other ownership interests having by the terms thereof ordinary
voting power to elect a majority of the board of directors or other persons
performing similar functions of such corporation, partnership or other entity
(irrespective of whether or not at the time securities or other ownership
interests of any other class or classes of such corporation, partnership or
other entity shall have or might have voting power by reason of the happening of
any contingency) is at the time directly or indirectly owned or controlled by
such Person or one or more Subsidiaries of such Person or by such Person and one
or more Subsidiaries of such Person.

            "SYNTHETIC LEASE CLOSING DATE" shall mean a "Closing Date" as
defined in the Master Agreement.

            "SYNTHETIC LEASE FINANCING" shall mean transactions consisting of
the following (provided that any such transaction need not include the matters
described in clause (e) below):

            (a) the Company or one of its Subsidiaries enters into a lease (as
      lessee) of real Property and improvements (to be used for a correctional
      and/or detention facility) with another Person (the "LESSOR");

            (b) pursuant to a loan agreement (the "LOAN AGREEMENT"), the Lessor
      borrows money from one or more lenders denominated "A Lenders" (the "A
      LENDERS") and one or more lenders denominated "B Lenders" (the "B
      LENDERS");

            (c) the Lessor (or another Person, which may be an Affiliate of the
      Lessor) makes an investment (the "C INVESTMENT") to pay a portion of the
      cost of such real Property and improvements;

            (d) the Company and its Subsidiaries enter into a Guarantee of the
      Lessor's obligations to the A Lenders under the Loan Agreement (the "A
      GUARANTEE"), and, as provided in the Collateral Sharing Documentation
      Amendment:

                    (x) the A Guarantee is secured by Liens on substantially all
            of the collateral for the Loans, Reimbursement Obligations and the
            Senior Notes, and

                    (y) the Loans, Reimbursement Obligations and the other
            obligations of the Company hereunder and under the other Basic
            Documents, together with the Senior Notes, are secured by Liens in
            any collateral securing the Lessor's obligations to the A Lenders
            under the Loan Agreement (the "A COLLATERAL CONTRIBUTION"); and

            (e) the Company and its Subsidiaries enter into a Guarantee of the
      Lessor's obligations to the B Lenders under the Loan Agreement (the "B
      GUARANTEE"), and, as provided in the Collateral Sharing Documentation
      Amendment:

                    (x) the B Guarantee and the C Investment is secured by Liens
            on substantially all of the collateral for the Loans and the Senior
            Notes, and

                    (y) the Loans, Reimbursement Obligations and the other
            obligations of the Company hereunder and under the other Basic
            Documents, together with the Senior Notes, are secured by Liens in
            any collateral securing the Lessor's obligations to the B 

<PAGE>
            Lenders under the Loan Agreement or securing the C Investment (the
            "B AND C COLLATERAL CONTRIBUTION").

            "SYNTHETIC LEASE DOCUMENTATION" shall mean any master agreement,
lease agreement, loan agreement or other document or instrument evidencing or
governing any Synthetic Lease Financing.

            "SYNTHETIC LEASE LOAN COMMITMENT" shall mean, for each Synthetic
Lease Loan Lender, the obligation of such Lender to make Synthetic Lease Loans
in an aggregate principal amount at any one time outstanding up to but not
exceeding the amount set forth opposite the name of such Lender on the signature
pages hereof under the caption "Synthetic Lease Loan Commitment" (as the same
may be reduced from time to time pursuant to Section 2.03 hereof). The original
aggregate principal amount of the Synthetic Lease Loan Commitments is
$34,000,000.

            "SYNTHETIC LEASE LOAN COMMITMENT TERMINATION DATE" shall mean
December 3, 2003.

            "SYNTHETIC LEASE LOAN LENDERS" shall mean (a) on the date hereof,
Lenders having Synthetic Lease Loan Commitments on the signature pages hereof,
and (b) thereafter, Lenders from time to time holding Synthetic Lease Loans and
Synthetic Lease Loan Commitments after giving effect to any assignments thereof
permitted by Section 13.06(b) hereof.

            "SYNTHETIC LEASE LOAN PRINCIPAL PAYMENT DATE" shall mean the Lease
Termination Date (as that term is defined in the Master Agreement).

            "SYNTHETIC LEASE LOANS" shall mean the loans provided for by Section
2.01(b) hereof, which may be Base Rate Loans and/or Eurodollar Loans.

            "TYPE" shall have the meaning assigned to such term in Section 1.03
hereof.

            "USE PERMIT" shall mean any permit issued by a municipal, state or
federal government, or agency, instrumentality or subdivision thereof, that is
required for the operation by the Company or its Subsidiaries of any
correctional or detention facility.

            "WHOLLY OWNED SUBSIDIARY" shall mean, with respect to any Person,
any corporation, partnership or other entity of which all of the equity
securities or other ownership interests (other than, in the case of a
corporation, directors' qualifying shares) are directly or indirectly owned or
controlled by such Person or one or more Wholly Owned Subsidiaries of such
Person or by such Person and one or more Wholly Owned Subsidiaries of such
Person.

<PAGE>
      1.02 ACCOUNTING TERMS AND DETERMINATIONS

      (a) Except as otherwise expressly provided herein, all accounting terms
used herein shall be interpreted, and all financial statements and certificates
and reports as to financial matters required to be delivered to the Lenders
hereunder shall (unless otherwise disclosed to the Lenders in writing at the
time of delivery thereof in the manner described in subsection (b) below) be
prepared, in accordance with generally accepted accounting principles applied on
a basis consistent with those used in the preparation of the latest financial
statements furnished to the Lenders hereunder (which, prior to the delivery of
the first financial statements under Section 9.01 hereof, shall mean the audited
financial statements as at December 31, 1996 referred to in Section 8.02
hereof). All calculations made for the purposes of determining compliance with
this Agreement shall (except as otherwise expressly provided herein) be made by
application of generally accepted accounting principles applied on a basis
consistent with those used in the preparation of the latest annual or quarterly
financial statements furnished to the Lenders pursuant to Section 9.01 hereof
(or, prior to the delivery of the first financial statements under Section 9.01
hereof, used in the preparation of the audited financial statements as at
December 31, 1996 referred to in Section 8.02 hereof) unless (i) the Company
shall have objected to determining such compliance on such basis at the time of
delivery of such financial statements or (ii) the Majority Lenders shall so
object in writing within 30 days after delivery of such financial statements, in
either of which events such calculations shall be made on a basis consistent
with those used in the preparation of the latest financial statements as to
which such objection shall not have been made (which, if objection is made in
respect of the first financial statements delivered under Section 9.01 hereof,
shall mean the audited financial statements referred to in Section 8.02 hereof).

      (b) The Company shall deliver to the Lenders at the same time as the
delivery of any annual or quarterly financial statement under Section 9.01
hereof (i) a description in reasonable detail of any material variation between
the application of accounting principles employed in the preparation of such
statement and the application of accounting principles employed in the
preparation of the next preceding annual or quarterly financial statements as to
which no objection has been made in accordance with the last sentence of
subsection (a) above and (ii) reasonable estimates of the difference between
such statements arising as a consequence thereof.

      (c) To enable the ready and consistent determination of compliance with
the covenants set forth in Section 9 hereof, the Company will not change the
last day of its fiscal year from December 31 of each year, or the last days of
the first three fiscal quarters in each of its fiscal years from March 31, June
30, September 30 and December 31 of each year, respectively.

      1.03 CLASSES AND TYPES OF LOANS. Loans hereunder are distinguished by
"Type". The "Type" of a Loan refers to whether such Loan is a Base Rate Loan or
a Eurodollar Loan, each of which constitutes a Type. Loans and Commitments may
also be distinguished by "Class." The "Class" of a Loan or Commitment refers to
whether such Loan is a Revolving Credit Loan or a Synthetic Lease Loan, each of
which constitutes a Class. Loans may be identified by both Type and Class.

<PAGE>
         Section 2. COMMITMENTS, LOANS, NOTES AND PREPAYMENTS

         2.01 LOANS

      (a) REVOLVING CREDIT LOANS MADE TO CORNELL. Each Revolving Credit Lender
severally agrees, on the terms and conditions of this Agreement, to make loans
to the Company in Dollars during the period from and including the Closing Date
to but not including the Revolving Credit Commitment Termination Date in an
aggregate principal amount at any one time outstanding up to but not exceeding
the amount of the Revolving Credit Commitment of such Lender as in effect from
time to time. Subject to the terms and conditions of this Agreement, during such
period the Company may borrow, repay and reborrow the amount of the Revolving
Credit Commitments by means of Base Rate Loans and Eurodollar Loans and may
Convert Loans of one Type into Loans of the other Type (as provided in Section
2.08 hereof) or Continue Eurodollar Loans from one Interest Period to the next
Interest Period (as provided in Section 2.08 hereof), PROVIDED that in no event
shall the aggregate principal amount of all Loans, together with the aggregate
amount of all Letter of Credit Liabilities, exceed the aggregate amount of the
Revolving Credit Commitments as in effect from time to time.

      (b) SYNTHETIC LEASE LOANS MADE TO THE LESSOR. Each Synthetic Lease Loan
Lender severally agrees, on the terms and conditions of this Agreement, to make
loans to the Lessor in Dollars during the period from and including the Closing
Date but not including the Synthetic Lease Loan Commitment Termination Date in
an aggregate principal amount up to but not exceeding the amount of the
Synthetic Lease Loan Commitment of such Synthetic Lease Loan Lender as in effect
from time to time. Each Synthetic Lease Loan shall be made on each Synthetic
Lease Closing Date and on each Subsequent Synthetic Lease Funding Date and in
the amounts required under Section 2.2 of the Master Agreement. Each Synthetic
Lease Loan made by a Synthetic Lease Loan Lender on any date shall be in an
amount equal to such Synthetic Lease Loan Lender's pro rata share of the A
Percentage of the aggregate amount to be funded by the Funding Parties on such
date, and the duration of the respective Interest Periods for each such
Synthetic Lease Loan shall be the same as the duration of the respective "Rent
Periods" (as that term is defined in the Master Agreement) for the B Loan that
corresponds to such Synthetic Lease Loan. Subject to the terms and conditions of
this Agreement, the Company may Convert Synthetic Lease Loans of one Type into
Loans of the other Type (as provided in Section 2.08 hereof) or Continue
Eurodollar Loans from one Interest Period to the next Interest Period (as
provided in Section 2.08 hereof).

      (c) LIMIT ON EURODOLLAR LOANS. No more than six separate Interest Periods
in respect of Eurodollar Loans from each Lender may be outstanding at any one
time.

      2.02 BORROWINGS OF LOANS. The Company shall give the Agent notice of each
borrowing hereunder as provided in Section 4.05 hereof. Not later than 1:00 p.m.
New York time on the date specified for each borrowing of Loans hereunder, each
Lender shall make available the amount of the Loan or Loans to be made by it on
such date to the Agent, at account number 9301035763 (ABA No. 021000021)
maintained by the Agent with The Chase Manhattan Bank, in immediately available
funds, for account of the Company or the Lessor (as the case may be). The amount
so received by the Agent in respect of Revolving Credit Loans shall, subject to
the terms and conditions of this Agreement, be made available to the Company by
depositing the same, in immediately available funds, in an account of the
Company maintained with a bank in New York City, Houston, Texas or San
Francisco, California, designated by the Company. The amount so received by the
Agent in respect of Synthetic Lease Loans shall, subject to the terms and
conditions of this Agreement, be made available to, or on behalf of, the Lessor
as provided in the Master Agreement.


<PAGE>
      2.03 CHANGES OF COMMITMENTS

      (a) The aggregate amount of the Revolving Credit Commitments shall
automatically be reduced (i) by $3,000,000 on each Revolving Credit Commitment
Reduction Date and (ii) to zero on the Revolving Credit Commitment Termination
Date.

            (b) The aggregate amount of the Synthetic Lease Loan Commitments
shall automatically be reduced to zero on the Synthetic Lease Loan Commitment
Termination Date.

            (c) The Company shall have the right at any time or from time to
time (i) so long as no Revolving Credit Loans or Letter of Credit Liabilities
are outstanding, to terminate the Revolving Credit Commitments, and (ii) to
reduce the aggregate unused amount of the Revolving Credit Commitments (for
which purpose use of the Revolving Credit Commitments shall be deemed to include
the aggregate amount of Letter of Credit Liabilities); PROVIDED that (x) the
Company shall give notice of each such termination or reduction as provided in
Section 4.05 hereof and (y) each partial reduction shall be in an aggregate
amount at least equal to (x) in the case of Base Rate Loans, $25,000 (or a
larger multiple of $25,000), and (y) in the case of Eurodollar Loans, $250,000
(or a larger multiple of $25,000).

            (d) The Commitments of any Class once terminated or reduced may not
be reinstated.

      2.04 COMMITMENT FEE

            (a) The Company shall pay to the Agent, for the account of each
Revolving Credit Lender, a commitment fee on the daily average unused amount of
such Lender's Revolving Credit Commitment (for which purpose the aggregate
amount of any Letter of Credit Liabilities shall be deemed to be a pro rata
(based on the Revolving Credit Commitments) use of each Lender's Revolving
Credit Commitment), for the period from and including September 9, 1997 to (but
not including) the date such Commitment is reduced to zero, at a rate per annum
equal to 0.375%. Accrued commitment fees shall be payable on each Monthly Date
and on the date the Revolving Credit Commitments are reduced to zero.

            (b) The Company shall pay to the Agent, for the account of each
Synthetic Lease Loan Lender, a commitment fee on the daily average unused amount
of such Lender's Synthetic Lease Loan Commitment, for the period from and
including the Closing Date to (but not including) the date such Commitment is
reduced to zero, at a rate per annum equal to 0.375%. Accrued commitment fees
shall be payable on each Monthly Date and on the date the Synthetic Lease Loan
Commitments are reduced to zero.

      2.05 LENDING OFFICES. The Loans of each Type made by each Lender shall be
made and maintained at such Lender's Applicable Lending Office for Loans of such
Type.

      2.06 SEVERAL OBLIGATIONS; REMEDIES INDEPENDENT. The failure of any Lender
to make any Loan to be made by it on the date specified therefor shall not
relieve any other Lender of its obligation to make its Loan on such date, but
neither any Lender nor the Agent shall be responsible for the failure of any
other Lender to make a Loan to be made by such other Lender, and no Lender shall
have any obligation to the Agent or any other Lender for the failure by such
Lender to make any Loan required to be made by such Lender. The amounts payable
by the Company at any time hereunder and under the Notes to each Lender shall be
a separate and independent debt and each Lender shall be entitled to protect and
enforce its rights arising out of this Agreement and the Notes, and it shall not
be necessary for any other Lender or the Agent to consent to, or be joined as an
additional party in, any proceedings for such purposes.

<PAGE>
          2.07 NOTES.

      (a) (i) The Revolving Credit Loans made by each Lender shall be evidenced
by a single promissory note of the Company substantially in the form of Exhibit
A-1 hereto, dated the date hereof, payable to such Lender in a principal amount
equal to the amount of its Revolving Credit Commitment as originally in effect
and otherwise duly completed.

            (ii) The Synthetic Lease Loans made by each Lender shall be
      evidenced by a single promissory note of the Lessor substantially in the
      form of Exhibit A-2 hereto, dated the date hereof, payable to such Lender
      in a principal amount equal to the amount of its Synthetic Lease Loan
      Commitment as originally in effect and otherwise duly completed.

      (b) The date, amount, Type, interest rate and duration of Interest Period
(if applicable) of each Loan made by each Lender to the Company or the Lessor
(as the case may be), and each payment made on account of the principal thereof,
shall be recorded by such Lender on its books and, prior to any transfer of the
Note evidencing the Loans held by it, endorsed by such Lender on the schedule
attached to such Note or any continuation thereof; PROVIDED that the failure of
such Lender to make any such recordation or endorsement shall not affect the
obligations of the Company or the Lessor (as the case may be) to make a payment
when due of any amount owing hereunder or under such Note in respect of the
Loans to be evidenced by such Note.

      (c) No Lender shall be entitled to have its Notes subdivided, by exchange
for promissory notes of lesser denominations or otherwise, except in connection
with a permitted assignment of all or any portion of such Lender's relevant
Commitment, Loans and Notes pursuant to Section 13.06(b) hereof.

      2.08 OPTIONAL PREPAYMENTS AND CONVERSIONS OR CONTINUATIONS OF LOANS

            (a) Subject to Section 4.04 hereof, the Company shall have the right
to prepay Revolving Credit Loans, or to Convert Loans of one Type into Loans of
another Type or to Continue Eurodollar Loans, at any time or from time to time,
PROVIDED that the Company shall give the Agent notice of each such prepayment,
Conversion or Continuation as provided in Section 4.05 hereof (and, upon the
date specified in any such notice of prepayment, the amount to be prepaid shall
become due and payable hereunder). Notwithstanding the foregoing, and without
limiting the rights and remedies of the Lenders under Section 11 hereof, in the
event that any Event of Default shall have occurred and be continuing, the Agent
may (and at the request of the Majority Lenders shall) suspend the right of the
Company to Convert any Base Rate Loan into a Eurodollar Loan, or to Continue any
Loan as a Eurodollar Loan, in which event all Loans shall be Converted (on the
last day(s) of the respective Interest Periods therefor) or Continued, as the
case may be, as Base Rate Loans.

            (b) Except in conjunction with a payment by a Lessee of the Lease
Balance, a Construction Failure Payment or a Leased Property Balance pursuant to
the terms of the Lease or the Construction Agency Agreement, the Lessor shall
not have the right to prepay Synthetic Lease Loans.

<PAGE>
      2.09 MANDATORY PREPAYMENTS.

      (a) SALE OF ASSETS. Without limiting the obligation of the Company to
obtain the consent of the Majority Lenders pursuant to Section 9.05 hereof to
any Disposition not otherwise permitted hereunder, in the event that the Net
Available Proceeds of any Disposition (herein, the "CURRENT DISPOSITION"), and
of all prior Dispositions as to which a prepayment has not yet been made under
this Section 2.09(a), shall exceed $250,000 then, no later than five Business
Days prior to the occurrence of the Current Disposition, the Company will
deliver to the Lenders a statement, certified by the chief financial officer of
the Company, in form and detail reasonably satisfactory to the Agent, of the
amount of the Net Available Proceeds of the Current Disposition and of all such
prior Dispositions and will prepay the Revolving Credit Loans (and/or provide
cover for Letter of Credit Liabilities as specified in clause (f) below) in an
aggregate amount equal to 100% of the Net Available Proceeds of the Current
Disposition and such prior Dispositions.

         For purposes of this Section 2.09(a), if the Company is required,
pursuant to the Senior Notes Documentation, to make an offer to prepay 1998
Senior Notes as a result of a Disposition, the amount of Net Available Proceeds
required to prepay Revolving Credit Loans (and/or to provide cover for Letter of
Credit Liabilities) with respect to such Disposition shall be reduced by an
amount equal to the product of the following:

            (a) the Net Available Proceeds otherwise required to prepay
      Revolving Credit Loans (and/or to provide cover for Letter of Credit
      Liabilities), MULTIPLIED BY

            (b) the quotient of (x) the outstanding principal amount of 1998
      Senior Notes at such time, DIVIDED BY (y) the sum of the outstanding
      principal amount of the 1998 Senior Notes at such time plus the
      outstanding principal amount of Revolving Credit Loans and Letter of
      Credit Liabilities at such time.

      (b) DEBT ISSUANCE. Without limiting the obligation of the Company to
obtain the consent of the Majority Lenders pursuant to Section 9.07 hereof to
the incurrence of any Indebtedness not otherwise permitted hereunder, upon the
receipt by the Company or any of its Subsidiaries of the proceeds of any
Indebtedness incurred after the date of the Second Amended and Restated Credit
Agreement (other than Indebtedness described in clause (d), (e), (f) or (g) of
Section 9.07 hereof), the Company shall prepay the Revolving Credit Loans
(and/or provide cover for Letter of Credit Liabilities as specified in clause
(f) below) in an aggregate amount equal to 100% of the Net Available Proceeds
thereof.

      (c) EQUITY ISSUANCE. Upon any Equity Issuance (other than any Equity
Issuance by a Designated Subsidiary), the Company shall prepay the Revolving
Credit Loans (and/or provide cover for Letter of Credit Liabilities as specified
in clause (f) below) in an aggregate amount equal to 50% of the Net Available
Proceeds thereof, PROVIDED that

            (1) if the chief financial officer of the Company certifies to the
      Agent that, without effecting an Equity Issuance, the Company will not be
      able to pay principal of or interest on the Loans when due, all Net
      Available Proceeds of such Equity Issuance shall be applied directly by
      the Person making the equity investment to the payment of such principal
      and/or interest;

            (2) if the Majority Lenders shall have expressly approved an
      Investment or other acquisition by the Company or any of its Subsidiaries
      (which approval may be withheld by the Majority Lenders in their sole
      discretion) that was proposed by the Company to the Lenders and the
      written materials furnished to the Lenders describing such Investment or
      other acquisition described in reasonable detail an Equity Issuance that
      would be used to finance such Investment or acquisition, none of the Net
      Available

<PAGE>
            Proceeds of such Equity Issuance shall be required to be applied to
      the prepayment of the Revolving Credit Loans or the reduction of the
      Revolving Credit Commitments; and

            (3) the Company shall not be required to prepay any Revolving Credit
      Loan if (x) the obligation to make such Loan was subject to Section 7.02
      and (y) such Loan was used to finance Capital Expenditures for the
      construction of fixed assets, plant, furniture, fixtures and equipment and
      such construction has not substantially been completed on the date of such
      Equity Issuance.

      (d) CASUALTY EVENTS. Not later than 60 days following the receipt by any
Obligor (other than any Designated Subsidiary) of the proceeds of insurance,
condemnation award or other compensation in respect of any Casualty Event
affecting any Property (other than any Leased Property) of any such Obligor (or
upon such earlier date as the Obligor shall have determined not to repair or
replace the Property affected by such Casualty Event), or upon the receipt by
any Obligor of the proceeds of any key-man life insurance policy, the Company
shall prepay the Revolving Credit Loans (and/or provide cover for Letter of
Credit Liabilities as specified in clause (f) below) in an aggregate amount, if
any, equal to 100% of the Net Available Proceeds of such Casualty Event not
theretofore applied to the repair or replacement of such Property or 100% of the
proceeds of the key-man life insurance policy, as applicable. Nothing in this
clause (d) shall be deemed to limit any obligation of any Obligor pursuant to
any of the Security Documents to remit to a collateral or similar account
(including, without limitation, the Collateral Account) maintained by the Agent
pursuant to any of the Security Documents the proceeds of insurance,
condemnation award or other compensation received in respect of any Casualty
Event.

      (e) EXCESS CASH FLOW. Not later than the date 90 days after the end of
each fiscal year, commencing with the fiscal year commencing on January 1, 1997,
the Company shall prepay the Revolving Credit Loans (and/or provide cover for
Letter of Credit Liabilities as specified in clause (f) below) in an aggregate
amount equal to 60% of Excess Cash Flow for such fiscal year (computed on the
basis of the financial statements provided to the Agent pursuant to Section
9.01(d) hereof).

      (f) COVER FOR LETTER OF CREDIT LIABILITIES. In the event that the Company
shall be required pursuant to this Section 2.09 to provide cover for Letter of
Credit Liabilities, the Company shall effect the same by paying to the Agent
immediately available funds in an amount equal to the required amount, which
funds shall be retained by the Agent in the Collateral Account (as provided
therein as collateral security in the first instance for Letter of Credit
Liabilities) until such time as the Letter of Credit shall have been terminated
and all of the Letter of Credit Liabilities paid in full.

      2.10 LETTERS OF CREDIT. Subject to the terms and conditions of this
Agreement, and subject to the prior consent of the Letter of Credit Issuer,
Revolving Credit Commitments may be utilized, upon the request of the Company,
in addition to the Revolving Credit Loans provided for by Section 2.01(a)
hereof, by the issuance by the Letter of Credit Issuer of letters of credit
(collectively, "LETTERS OF CREDIT") for account of the Company or any of its
Subsidiaries (as specified by the Company), PROVIDED that in no event shall the
aggregate amount of all Letter of Credit Liabilities exceed the lesser of (i)
$15,000,000 and (ii) together with the aggregate principal amount of the
Revolving Credit Loans, the aggregate amount of the Revolving Credit Commitments
as in effect from time to time. The following additional provisions shall apply
to Letters of Credit:

      (a) The Company shall give the Agent at least three Business Days'
irrevocable prior notice (effective upon receipt) specifying the Business Day
(which shall be no later than 30 days preceding the Revolving Credit Commitment
Termination Date) each Letter of Credit is to be issued and the account party or
parties therefor and describing in reasonable detail the proposed terms of such
Letter of Credit (including the beneficiary thereof) and the nature of the
transactions or obligations proposed to be supported thereby (including whether
such Letter of Credit is to be a commercial letter of credit or a standby letter
of credit). Upon receipt of any such notice, the Agent shall advise the Letter
of Credit Issuer of the contents thereof.

<PAGE>
      (b) On each day during the period commencing with the issuance by the
Letter of Credit Issuer of any Letter of Credit and until such Letter of Credit
shall have expired or been terminated, the Revolving Credit Commitment of each
Lender shall be deemed to be utilized for all purposes of this Agreement in an
amount equal to such Lender's Revolving Credit Commitment Percentage of the then
undrawn face amount of such Letter of Credit. Each Revolving Credit Lender
(other than the Letter of Credit Issuer) agrees that, upon the issuance of any
Letter of Credit hereunder, it shall automatically acquire a participation in
the Letter of Credit Issuer's liability under such Letter of Credit in an amount
equal to such Lender's Revolving Credit Commitment Percentage of such liability,
and each Revolving Credit Lender (other than the Letter of Credit Issuer)
thereby shall absolutely, unconditionally and irrevocably assume, as primary
obligor and not as surety, and shall be unconditionally obligated to the Letter
of Credit Issuer to pay and discharge when due, its Revolving Credit Commitment
Percentage of the Letter of Credit Issuer's liability under such Letter of
Credit.

      (c) Upon receipt from the beneficiary of any Letter of Credit of any
demand for payment under such Letter of Credit, the Letter of Credit Issuer
shall promptly notify the Company (through the Agent) of the amount to be paid
by the Letter of Credit Issuer as a result of such demand and the date on which
payment is to be made by the Letter of Credit Issuer to such beneficiary in
respect of such demand. Notwithstanding the identity of the account party of any
Letter of Credit, the Company hereby unconditionally agrees to pay and reimburse
the Agent for account of the Letter of Credit Issuer for the amount of each
demand for payment under such Letter of Credit at or prior to the date on which
payment is to be made by the Letter of Credit Issuer to the beneficiary
thereunder, without presentment, demand, protest or other formalities of any
kind.

      (d) Forthwith upon its receipt of a notice referred to in clause (c) of
this Section 2.10, the Company shall advise the Agent whether or not the Company
intends to borrow hereunder to finance its obligation to reimburse the Letter of
Credit Issuer for the amount of the related demand for payment and, if it does,
submit a notice of such borrowing as provided in Section 4.05 hereof. In the
event that the Company fails to so advise the Agent, or if the Company fails to
reimburse the Letter of Credit Issuer for a payment under a Letter of Credit by
the date of such payment, the Agent shall give each Revolving Credit Lender
prompt notice of the amount of the demand for payment, specifying such Lender's
Revolving Credit Commitment Percentage of the amount of the related demand for
payment.

      (e) Each Revolving Credit Lender (other than the Letter of Credit Issuer)
shall pay to the Agent for account of the Letter of Credit Issuer at the
Principal Office in Dollars and in immediately available funds, the amount of
such Lender's Revolving Credit Commitment Percentage of any payment under a
Letter of Credit upon notice by the Letter of Credit Issuer (through the Agent)
to such Lender requesting such payment and specifying such amount. Each such
Revolving Credit Lender's obligation to make such payment to the Agent for
account of the Letter of Credit Issuer under this clause (e), and the Letter of
Credit Issuer's right to receive the same, shall be absolute and unconditional
and shall not be affected by any circumstance whatsoever, including, without
limitation, the failure of any other Lender to make its payment under this
clause (e), the financial condition of the Company (or any other account party),
the existence of any Default or the termination of the Revolving Credit
Commitments. Each such payment to the Letter of Credit Issuer shall be made
without any offset, abatement, withholding or reduction whatsoever. If any
Lender shall default in its obligation to make any such payment to the Agent for
account of the Letter of Credit Issuer, for so long as such default shall
continue the Agent may at the request of the Letter of Credit Issuer withhold
from any payments received by the Agent under this Agreement or any Note for
account of such Lender the amount so in default and, to the extent so withheld,
pay the same to the Letter of Credit Issuer in satisfaction of such defaulted
obligation.

      (f) Upon the making of each payment by a Revolving Credit Lender to the
Letter of Credit Issuer pursuant to clause (e) above in respect of any Letter of
Credit, such Lender shall, automatically and without any further action on the
part of the Agent, the Letter of Credit Issuer or such Lender, acquire (i) a
participation in an amount equal to such payment in the Reimbursement Obligation
owing to the Letter of Credit by the Company hereunder and under the Letter of
Credit Documents relating to such Letter of Credit and (ii) a participation in a
percentage equal to such Lender's Revolving Credit Commitment Percentage in any
interest or other amounts payable by the Company hereunder and under such Letter
of Credit Documents in respect of such Reimbursement Obligation (other than the
commissions, charges, costs and expenses payable to the Letter of Credit
pursuant to clause (g) of this Section 2.10). Upon receipt by the Letter of
Credit Issuer from or for account of the Company of any payment in respect of
any Reimbursement Obligation or any such interest or other amount (including by
way of setoff or application of proceeds of any collateral security) the Letter
of Credit Issuer shall promptly pay to the Agent for account of each Lender
entitled thereto, such Lender's Revolving Credit Commitment Percentage of such
payment, each such payment by the Letter of Credit Issuer to be made in the same
money and funds in which received by the Letter of Credit Issuer. In the event
any payment received by the Letter of Credit Issuer and so paid to the Revolving
Credit Lenders hereunder is rescinded or must otherwise be returned by the
Letter of Credit Issuer, each Revolving Credit Lender shall, upon the request of
the Letter of Credit Issuer (through the Agent), repay to the Letter of Credit
Issuer (through the Agent) the amount of such payment paid to such Lender, with
interest at the rate specified in clause (j) of this Section 2.10.

      (g) The Company shall pay to the Agent for account of each Revolving
Credit Lender (ratably in accordance with their respective Revolving Credit
Commitment Percentages) a letter of credit fee in respect of each Letter of
Credit in an amount equal to the Applicable Margin for Revolving Credit Loans
that are Eurodollar Loans per annum of the daily average undrawn face amount of
such Letter of Credit for the period from and including the date of issuance of
such Letter of Credit (i) in the case of a Letter of Credit that expires in
accordance with its terms, to and including such expiration date and (ii) in the
case of a Letter of Credit that is drawn in full or is otherwise terminated
other than on the stated expiration date of such Letter of Credit, to but
excluding the date such Letter of Credit is drawn in full or is terminated (such
fee to be non-refundable, to be paid in arrears on each Quarterly Date and on
the Revolving Credit Commitment Termination Date and to be calculated for any
day after giving effect to any payments made under such Letter of Credit on such
day). In addition, the Company shall pay to the Agent for account of the Letter
of Credit Issuer a fronting fee in respect of each Letter of Credit in an amount
equal to 1/4 of 1% per annum of the daily average undrawn face amount of such
Letter of Credit for the period from and including the date of issuance of such
Letter of Credit (i) in the case of a Letter of Credit that expires in
accordance with its terms, to and including such expiration date and (ii) in the
case of a Letter of Credit that is drawn in full or is otherwise terminated
other than on the stated expiration date of such Letter of Credit, to but
excluding the date such Letter of Credit is drawn in full or is terminated (such
fee to be non-refundable, to be paid in arrears on each Quarterly Date and on
the Revolving Credit Commitment Termination Date and to be calculated for any
day after giving effect to any payments made under such Letter of Credit on such
day) plus all commissions, charges, costs and expenses in the amounts
customarily charged by the Letter of Credit Issuer from time to time in like
circumstances with respect to the issuance of each Letter of Credit and drawings
and other transactions relating thereto.

      (h) Promptly following the end of each calendar month, the Letter of
Credit Issuer shall deliver (through the Agent) to each Revolving Credit Lender
and the Company a notice describing the aggregate amount of all Letters of
Credit outstanding at the end of such month. Upon the request of any Lender from
time to time, the Letter of Credit Issuer shall deliver any other information
reasonably requested by such Lender with respect to each Letter of Credit then
outstanding.

      (i) The issuance by the Letter of Credit Issuer of each Letter of Credit
shall, in addition to the conditions precedent set forth in Section 7 hereof, be
subject to the conditions precedent that (i) such Letter of Credit shall be in
such form, contain such terms and support such transactions as shall be
satisfactory to the Letter of Credit Issuer consistent with its then current
practices and procedures with respect to letters of credit of the same type and
(ii) the Company shall have executed and delivered such applications, agreements
and other instruments relating to such Letter of Credit as the Letter of Credit
Issuer shall have reasonably requested consistent with its then current
practices and procedures with respect to letters of credit of the same type,
PROVIDED that in the event of any conflict between any such application,
agreement or other instrument and the provisions of this Agreement or any
Security Document, the provisions of this Agreement and the Security Documents
shall control.

      (j) To the extent that any Revolving Credit Lender shall fail to pay any
amount required to be paid pursuant to clause (e) or (f) of this Section 2.10 on
the due date therefor, such Lender shall pay interest to the Letter of Credit
Issuer (through the Agent) on such amount from and including such due date to
but excluding the date such payment is made, PROVIDED that if such Lender shall
fail to make such payment to the Letter of Credit Issuer within three Business
Days of such due date, then, retroactively to the due date, such Lender shall be
obligated to pay interest on such amount at the Post-Default Rate.

      (k) The issuance by the Letter of Credit Issuer of any modification or
supplement to any Letter of Credit hereunder shall be subject to the same
conditions applicable under this Section 2.10 to the issuance of new Letters of
Credit, and no such modification or supplement shall be issued hereunder unless
either (i) the respective Letter of Credit affected thereby would have complied
with such conditions had it originally been issued hereunder in such modified or
supplemented form or (ii) each Revolving Credit Lender shall have consented
thereto.

The Company hereby indemnifies and holds harmless each Revolving Credit Lender
and the Agent from and against any and all claims and damages, losses,
liabilities, costs or expenses that such Lender or the Agent may incur (or that
may be claimed against such Lender or the Agent by any Person whatsoever) by
reason of or in connection with the execution and delivery or transfer of or
payment or refusal to pay by the Letter of Credit Issuer under any Letter of
Credit; PROVIDED that the Company shall not be required to indemnify any Lender
or the Agent for any claims, damages, losses, liabilities, costs or expenses to
the extent, but only to the extent, caused by (x) the willful misconduct or
gross negligence of the Letter of Credit Issuer in determining whether a request
presented under any Letter of Credit complied with the terms of such Letter of
Credit or (y) in the case of the Letter of Credit Issuer, such Lender's failure
to pay under any Letter of Credit after the presentation to it of a request
strictly complying with the terms and conditions of such Letter of Credit.
Nothing in this Section 2.10 is intended to limit the other obligations of the
Company, any Lender or the Agent under this Agreement.


         Section 3. PAYMENTS OF PRINCIPAL AND INTEREST.

      3.01 REPAYMENT OF LOANS.

            (a) The Company hereby promises to pay to the Agent for the account
of each Revolving Credit Lender:

            (i) on each Revolving Credit Commitment Reduction Date, an amount
      equal to the excess (if any) of (x) the entire outstanding principal of
      such Lender's Revolving Credit Loans outstanding plus such Lender's Letter
      of Credit Liabilities over (y) the Revolving Credit Commitment of such
      Lender as reduced pursuant to clause (i) of Section 2.03(a) hereof on such
      Revolving Credit Commitment Reduction Date, and

            (ii) the entire outstanding principal of such Lender's Revolving
      Credit Loans outstanding, and each Revolving Credit Loan shall mature, on
      the Revolving Credit Commitment Termination Date.

            (b) The Lessor hereby agrees to pay to the Agent for the account of
each Synthetic Lease Loan Lender the entire outstanding principal amount of such
Synthetic Lease Loan Lender's Synthetic Lease Loans, and each Synthetic Lease
Loan shall mature, on the Synthetic Lease Loan Principal Payment Date.

      3.02 INTEREST.

            (a) The Company hereby promises to pay to the Agent for account of
each Lender interest on the unpaid principal amount of each Revolving Credit
Loan made by such Lender for the period 

<PAGE>
from and including the date of such Revolving Credit Loan to but excluding the
date such Revolving Credit Loan shall be paid in full, at the following rates
per annum:

            (i) during such periods as such Loan is a Base Rate Loan, the Base
      Rate (as in effect from time to time) PLUS the Applicable Margin;

            (ii) during such periods as such Loan is a Eurodollar Loan, for each
      Interest Period relating thereto, the Eurodollar Rate for such Loan for
      such Interest Period PLUS the Applicable Margin.

Notwithstanding the foregoing, the Company hereby promises to pay to the Agent
for account of each Lender interest at the applicable Post-Default Rate on any
principal of any Revolving Credit Loan made by such Lender, on any Reimbursement
Obligation held by such Lender, and on any other amount payable by the Company
hereunder or under the Notes held by such Lender to or for account of such
Lender, that shall not be paid in full when due (whether at stated maturity, by
acceleration, by mandatory prepayment or otherwise), for the period from and
including the due date thereof to but excluding the date the same is paid in
full. Accrued interest on each Loan shall be payable (i) in the case of a Base
Rate Loan, monthly on the Monthly Dates, (ii) in the case of a Eurodollar Loan,
on the last day of each Interest Period therefor and, if such Interest Period is
longer than three months, at three-month intervals following the first day of
such Interest Period, and (iii) in the case of any Loan, upon the payment or
prepayment thereof or the Conversion of such Loan to a Loan of another Type (but
only on the principal amount so paid, prepaid or Converted), except that
interest payable at the Post-Default Rate shall be payable from time to time on
demand. Promptly after the determination of any interest rate provided for
herein or any change therein, the Agent shall give notice thereof to the Lenders
to which such interest is payable and to the Company.

            (b) The Lessor hereby promises to pay to the Agent for account of
each Synthetic Lease Loan Lender interest on the unpaid principal amount of each
Synthetic Lease Loan made by such Lender for the period from and including the
date of such Loan to but excluding the date such Loan shall be paid in full, at
the following rates per annum:

            (i) during such periods as such Loan is a Base Rate Loan, the Base
      Rate (as in effect from time to time) PLUS the Applicable Margin;

            (ii) during such periods as such Loan is a Eurodollar Loan, for each
      Interest Period relating thereto, the Eurodollar Rate for such Loan for
      such Interest Period PLUS the Applicable Margin.

Notwithstanding the foregoing, the Lessor hereby promises to pay to the Agent
for account of each Synthetic Lease Loan Lender interest at the applicable
Post-Default Rate on any principal of any Synthetic Lease Loan made by such
Lender and on any other amount payable by the Lessor hereunder or under the
Notes held by such Lender to or for account of such Lender, that shall not be
paid in full when due (whether at stated maturity, by acceleration, by mandatory
prepayment or otherwise), for the period from and including the due date thereof
to but excluding the date the same is paid in full. Accrued interest on each
Synthetic Lease Loan shall be payable (i) in the case of a Base Rate Loan,
monthly on the Monthly Dates, (ii) in the case of a Eurodollar Loan, on the last
day of each Interest Period therefor and, if such Interest Period is longer than
three months, at three-month intervals following the first day of such Interest
Period, and (iii) in the case of any Loan, upon the payment or prepayment
thereof or the Conversion of such Loan to a Loan of another Type (but only on
the principal amount so paid, prepaid or Converted), except that interest
payable at the Post-Default Rate shall be payable from time to time on demand.
Promptly after the determination of any interest rate provided for herein or any
change therein, the Agent shall give notice thereof to the Lenders to which such
interest is payable and to the Lessor.

            (c) Interest accruing on each Synthetic Lease Loan with respect to
any Leased Property during the Construction Term of such Leased Property, and
for the period from the Completion Date for such Leased Property to the 120th
day after such Completion Date, shall, subject to the limitations set forth 

<PAGE>
in Section 2.3(c) of the Master Agreement, be added to the principal amount of
such Synthetic Lease Loan from time to time. Following the date each Synthetic
Lease Loan is made (or in the case of Synthetic Lease Loans with respect to a
Construction Land Interest, the Construction Term Expiration Date), interest on
such Loan shall be payable in arrears as provided in Section 3.02(b) hereof.


         Section 4. PAYMENTS; PRO RATA TREATMENT; COMPUTATIONS; ETC.

      4.01 PAYMENTS.

      (a) Except to the extent otherwise provided herein, all payments of
principal, interest, Reimbursement Obligations and other amounts to be made by
the Company or the Lessor under this Agreement and the Notes, and, except to the
extent otherwise provided therein, all payments to be made by the Obligors under
any other Basic Document, shall be made in Dollars, in immediately available
funds, without deduction, set-off or counterclaim, to the Agent at account
number 9301035763 (ABA No. 021000021) maintained by the Agent with The Chase
Manhattan Bank, not later than 2:00 p.m. New York time on the date on which such
payment shall become due (each such payment made after such time on such due
date to be deemed to have been made on the next succeeding Business Day).

      (b) Any Lender for whose account any such payment is to be made may (but
shall not be obligated to) debit the amount of any such payment that is not made
by such time to any ordinary deposit account of the Company with such Lender
(with notice to the Company and the Agent).

      (c)The Company shall, at the time of making each payment under this
Agreement or any Note for account of any Lender, specify to the Agent (which
shall so notify the intended recipient(s) thereof) the Loans, Reimbursement
Obligations or other amounts payable by the Company or the Lessor hereunder to
which such payment is to be applied (and in the event that the Company fails to
so specify, or if an Event of Default has occurred and is continuing, the Agent
may distribute such payment to the Lenders for application in such manner as it
or the Majority Lenders, subject to Section 4.02 hereof, may determine to be
appropriate).

      (d) Each payment received by the Agent under this Agreement or any Note
for account of any Lender shall be paid by the Agent promptly to such Lender, in
immediately available funds, for account of such Lender's Applicable Lending
Office for the Loan or other obligation in respect of which such payment is
made.

      (e) If the due date of any payment under this Agreement or any Note would
otherwise fall on a day that is not a Business Day, such date shall be extended
to the next succeeding Business Day, and interest shall be payable for any
principal so extended for the period of such extension.

      4.02 PRO RATA TREATMENT. Except to the extent otherwise provided herein:
(a) each borrowing of Loans of either Class from the Lenders under Section 2.01
hereof shall be made from the Lenders holding Commitments of such Class, and
each termination or reduction of the amount of the Revolving Credit Commitments
under Section 2.03 hereof, shall be applied to the respective Commitments of
such Class of the Lenders ratably in accordance with the amounts of their
respective Commitments of such Class, (b) each payment of a commitment fee under
Section 2.04 hereof in respect of Commitments of either Class shall be made for
account of the Lenders pro rata according to the amounts of their respective
Commitments of such Class; (c) the making, Conversion and Continuation of Loans
of a particular Type of either Class (other than Conversions provided for by
Section 5.04 hereof) shall be made pro rata among the Lenders according to the
amounts of their respective Commitments of such Class (in the case of making of
Loans) or their respective Loans of such Class (in the case of Conversions and
Continuations of Loans) and the then current Interest Period for each Loan of
such Class and such Type shall be coterminous; (d) each payment or prepayment of
principal of Loans of either Class shall be made for account of the Lenders pro
rata in accordance with the respective unpaid principal amounts of the Loans of
such Class held by them;

<PAGE>
and (e) each payment of interest on Loans of either Class shall be made for the
account of the Lenders pro rata in accordance with the amounts of interest on
Loans of such Class then due and payable to the Lenders.

      4.03 COMPUTATIONS. Except as otherwise provided herein, interest on Loans
and Reimbursement Obligations and commitment fees shall be computed on the basis
of a year of 360 days and actual days elapsed (including the first day but
excluding the last day) occurring in the period for which payable.

      4.04 MINIMUM AMOUNTS. Except for mandatory prepayments made pursuant to
Section 2.09 hereof and Conversions or prepayments made pursuant to Section 5.04
hereof, each borrowing, Conversion and partial prepayment of principal of Loans
shall be in an aggregate amount at least equal to $25,000 (or $250,000 in the
case of Eurodollar Loans) or a larger multiple of $25,000 (borrowings,
Conversions or prepayments of or into Loans of different Types or, in the case
of Eurodollar Loans, having different Interest Periods at the same time
hereunder to be deemed separate borrowings, Conversions and prepayments for
purposes of the foregoing, one for each Type or Interest Period).

      4.05 CERTAIN NOTICES. Notices by the Company to the Agent of terminations
or reductions of the Commitments, of borrowings, Conversions, Continuations and
optional prepayments of Loans, of Types of Loans and of the duration of Interest
Periods shall be irrevocable and shall be effective only if received by the
Agent not later than 11:00 a.m. New York time on the number of Business Days
prior to the date of the relevant termination, reduction, borrowing, Conversion,
Continuation or prepayment or the first day of such Interest Period specified
below:

                                                               NUMBER OF
                                                             BUSINESS DAYS
       NOTICE                                                 PRIOR NOTICE
                                                             -------------
       Termination or reduction of Commitments                       3

       Borrowing or prepayment of, or Conversions into,          same day
       Base Rate Loans

       Borrowing or prepayment of, Conversions into,                 3
       Continuations as, or duration of Interest Period for,
       Eurodollar Loans

Each such notice of termination or reduction shall specify the amount of the
Commitments to be terminated or reduced. Each such notice of borrowing,
Conversion, Continuation or optional prepayment shall specify the amount
(subject to Section 4.04 hereof), Type and Class of each Loan to be borrowed,
Converted, Continued or prepaid (and, in the case of a Conversion, the Type of
Loan to result from such Conversion) and the date of borrowing, Conversion,
Continuation or optional prepayment (which shall be a Business Day). Each such
notice of the duration of an Interest Period shall specify the Loans to which
such Interest Period is to relate. The Agent shall promptly notify the Lenders
of the contents of each such notice. In the event that the Company fails to
select the Type of Loan, or the duration of any Interest Period for any
Eurodollar Loan, within the time period and otherwise as provided in this
Section 4.05, such Loan (if outstanding as a Eurodollar Loan) will be
automatically Converted into a Base Rate Loan on the last day of the then
current Interest Period for such Loan or (if outstanding as a Base Rate Loan)
will remain as, or (if not then outstanding) will be made as, a Base Rate Loan.

      4.06 NON-RECEIPT OF FUNDS BY THE AGENT. Unless the Agent shall have been
notified by a Lender or the Company (the "PAYOR") prior to the date on which the
Payor is to make payment to the Agent of (in the case of a Lender) the proceeds
of a Loan to be made by such Lender hereunder or (in the case of the Company) a
payment to the Agent for account of one or more of the Lenders hereunder (such
payment being herein called the "REQUIRED PAYMENT"), which notice shall be
effective upon receipt, that the Payor does not intend to make the Required
Payment to the Agent, the Agent may assume that the Required Payment has been
made and may, in reliance upon such assumption (but shall not be required to),
make the amount thereof available to the intended recipient(s) on such date;
and, if the Payor has not in fact

<PAGE>
made the Required Payment to the Agent, the recipient(s) of such payment shall,
on demand, repay to the Agent the amount so made available together with
interest thereon in respect of each day during the period commencing on the date
(the "ADVANCE DATE") such amount was so made available by the Agent until the
date the Agent recovers such amount at a rate per annum equal to the Federal
Funds Rate for such day and, if such recipient(s) shall fail promptly to make
such payment, the Agent shall be entitled to recover such amount, on demand,
from the Payor, together with interest as aforesaid, PROVIDED that if neither
the recipient(s) nor the Payor shall return the Required Payment to the Agent
within three Business Days of the Advance Date, then, retroactively to the
Advance Date, the Payor and the recipient(s) shall each be obligated to pay
interest on the Required Payment as follows:

            (i) if the Required Payment shall represent a payment to be made by
      the Company to the Lenders, the Company and the recipient(s) shall each be
      obligated retroactively to the Advance Date to pay interest in respect of
      the Required Payment at the Post-Default Rate (and, in case the
      recipient(s) shall return the Required Payment to the Agent, without
      limiting the obligation of the Company under Section 3.02 hereof to pay
      interest to such recipient(s) at the Post-Default Rate in respect of the
      Required Payment) and

            (ii) if the Required Payment shall represent proceeds of a Loan to
      be made by the Lenders to the Company, the Payor and the Company shall
      each be obligated retroactively to the Advance Date to pay interest in
      respect of the Required Payment at the rate of interest provided for such
      Required Payment pursuant to Section 3.02 hereof (and, in case the Company
      shall return the Required Payment to the Agent, without limiting any claim
      the Company may have against the Payor in respect of the Required
      Payment).

      4.07 SHARING OF PAYMENTS, ETC.

      (a) The Company agrees that, in addition to (and without limitation of)
any right of set-off, banker's lien or counterclaim a Lender may otherwise have,
each Lender shall be entitled, at its option, to offset balances held by it for
account of the Company at any of its offices, in Dollars or in any other
currency, against any principal of or interest on any of such Lender's Loans,
Reimbursement Obligations or any other amount payable to such Lender hereunder,
that is not paid when due (regardless of whether such balances are then due to
the Company), in which case it shall promptly notify the Company and the Agent
thereof, PROVIDED that such Lender's failure to give such notice shall not
affect the validity thereof.

      (b) If any Lender shall obtain from any Obligor or the Lessor payment of
any principal of or interest on any Loan of either Class or Letter of Credit
Liability owing to it or payment of any other amount under this Agreement or any
other Basic Document through the exercise of any right of set-off, banker's lien
or counterclaim or similar right or otherwise (other than from the Agent as
provided herein), and, as a result of such payment, such Lender shall have
received a greater percentage of the principal of or interest on the Loans of
such Class, Letter of Credit Liabilities or such other amounts then due
hereunder or thereunder by such Obligor or the Lessor to such Lender than the
percentage received by any other Lender, it shall promptly purchase from such
other Lenders participations in (or, if and to the extent specified by such
Lender, direct interests in) the Loans of such Class, Letter of Credit
Liabilities or such other amounts, respectively, owing to such other Lenders (or
in interest due thereon, as the case may be) in such amounts, and make such
other adjustments from time to time as shall be equitable, to the end that all
the Lenders shall share the benefit of such excess payment (net of any expenses
that may be incurred by such Lender in obtaining or preserving such excess
payment) pro rata in accordance with the unpaid principal of and/or interest on
the Loans of such Class, Letter of Credit Liabilities or such other amounts,
respectively, owing to each of the Lenders. To such end all the Lenders shall
make appropriate adjustments among themselves (by the resale of participations
sold or otherwise) if such payment is rescinded or must otherwise be restored.

      (c) The Company agrees that any Lender so purchasing such a participation
(or direct interest) may exercise all rights of set-off, banker's lien,
counterclaim or similar rights with respect to such participation as fully as if
such Lender were a direct holder of Loans or other amounts (as the case may be)
owing to such Lender in the amount of such participation.

      (d) Nothing contained herein shall require any Lender to exercise any such
right or shall affect the right of any Lender to exercise, and retain the
benefits of exercising, any such right with respect to any other indebtedness or
obligation of any Obligor. If, under any applicable bankruptcy, insolvency or
other similar law, any Lender receives a secured claim in lieu of a set-off to
which this Section 4.07 applies, such Lender shall, to the extent practicable,
exercise its rights in respect of such secured claim in a manner consistent with
the rights of the Lenders entitled under this Section 4.07 to share in the
benefits of any recovery on such secured claim.


      Section 5. YIELD PROTECTION, ETC.


      5.01 ADDITIONAL COSTS.

      (a) The Company shall pay directly to each Lender from time to time such
amounts as such Lender may determine to be necessary to compensate such Lender
for any costs actually incurred by such Lender that such Lender determines are
attributable to its making or maintaining of any Eurodollar Loans or its
obligation to make any Eurodollar Loans hereunder, or any reduction in any
amount receivable by such Lender hereunder in respect of any of such Loans or
such obligation (such increases in costs and reductions in amounts receivable
being herein called "ADDITIONAL COSTS"), resulting from any Regulatory Change
that:

            (i) shall subject any Lender (or its Applicable Lending Office for
      any of such Loans) to any tax, duty or other charge in respect of such
      Loans or its Notes or changes the basis of taxation of any amounts payable
      to such Lender under this Agreement or its Notes in respect of any of such
      Loans (excluding (A) franchise taxes imposed on it or (B) changes in the
      rate of tax on the overall net income of such Lender or of such Applicable
      Lending Office, in each case, by the jurisdiction in which such Lender has
      its principal office or such Applicable Lending Office); or

            (ii) imposes or modifies any reserve, special deposit or similar
      requirements (other than, in the case of any Lender for any period as to
      which the Company is required to pay any amount under paragraph (e) below,
      the reserves and "Eurocurrency liabilities" under Regulation D referred to
      therein) relating to any extensions of credit or other assets of, or any
      deposits with or other liabilities of, such Lender (including, without
      limitation, any of such Loans or any deposits referred to in the
      definition of "Eurodollar Rate" in Section 1.01 hereof), or any commitment
      of such Lender (including, without limitation, the Commitments of such
      Lender hereunder); or

            (iii) imposes any other condition affecting this Agreement or its
      Notes (or any of such extensions of credit or liabilities) or its
      Commitments.

If any Lender requests compensation from the Company under this Section 5.01(a),
the Company may, by notice to such Lender (with a copy to the Agent), suspend
the obligation of such Lender thereafter to make or Continue Eurodollar Loans,
or to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change
giving rise to such request ceases to be in effect (in which case the provisions
of Section 5.04 hereof shall be applicable), PROVIDED that such suspension shall
not affect the right of such Lender to receive the compensation so requested.

      (b) Without limiting the effect of the provisions of paragraph (a) of this
Section 5.01, in the event that, by reason of any Regulatory Change, any Lender
either (i) incurs Additional Costs based on or measured by the excess above a
specified level of the amount of a category of deposits or other liabilities of
such Lender that includes deposits by reference to which the interest rate on
Eurodollar Loans is determined as provided in this Agreement or a category of
extensions of credit or other assets of such Lender that includes Eurodollar
Loans or (ii) becomes subject to restrictions on the amount of such a

<PAGE>
category of liabilities or assets that it may hold, then, if such Lender so
elects by notice to the Company (with a copy to the Agent), the obligation of
such Lender to make or Continue, or to Convert Base Rate Loans into, Eurodollar
Loans hereunder shall be suspended until such Regulatory Change ceases to be in
effect (in which case the provisions of Section 5.04 hereof shall be
applicable).

      (c) Without limiting the effect of the foregoing provisions of this
Section 5.01 (but without duplication), the Company shall pay directly to each
Lender from time to time on request such amounts as such Lender may determine to
be necessary to compensate such Lender (or, without duplication, the bank
holding company of which such Lender is a subsidiary) for any costs actually
incurred by such Lender that it determines are attributable to the maintenance
by such Lender (or any Applicable Lending Office or such bank holding company),
pursuant to any law or regulation or any interpretation, directive or request
(whether or not having the force of law and whether or not failure to comply
therewith would be unlawful) of any court or governmental or monetary authority
(i) following any Regulatory Change or (ii) implementing any risk-based capital
guideline or other requirement (whether or not having the force of law and
whether or not the failure to comply therewith would be unlawful) heretofore or
hereafter issued by any government or governmental or supervisory authority
implementing at the national level the Basle Accord (including, without
limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of
the Federal Reserve System (12 C.F.R. Part 208, Appendix A; 12 C.F.R. Part 225,
Appendix A) and the Final Risk-Based Capital Guidelines of the Office of the
Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in
respect of its Commitments or Loans (such compensation to include, without
limitation, an amount equal to any reduction of the rate of return on assets or
equity of such Lender (or any Applicable Lending Office or such bank holding
company) to a level below that which such Lender (or any Applicable Lending
Office or such bank holding company) could have achieved but for such law,
regulation, interpretation, directive or request). For purposes of this Section
5.01(c) and Section 5.06 hereof, "BASLE ACCORD" shall mean the proposals for
risk-based capital framework described by the Basle Committee on Banking
Regulations and Supervisory Practices in its paper entitled "International
Convergence of Capital Measurement and Capital Standards" dated July 1988, as
amended, modified and supplemented and in effect from time to time or any
replacement thereof.

      (d) Each Lender shall notify the Company of any event occurring after the
date of this Agreement entitling such Lender to compensation under paragraph (a)
or (c) of this Section 5.01 as promptly as practicable, but in any event within
45 days, after such Lender obtains actual knowledge thereof; PROVIDED that (i)
if any Lender fails to give such notice within 45 days after it obtains actual
knowledge of such an event, such Lender shall, with respect to compensation
payable pursuant to this Section 5.01 in respect of any costs resulting from
such event, only be entitled to payment under this Section 5.01 for costs
incurred from and after the date 45 days prior to the date that such Lender does
give such notice and (ii) each Lender will designate a different Applicable
Lending Office for the Loans of such Lender affected by such event if such
designation will avoid the need for, or reduce the amount of, such compensation
and will not, in the sole opinion of such Lender, be disadvantageous to such
Lender, except that such Lender shall have no obligation to designate an
Applicable Lending Office located in the United States of America. Each Lender
will furnish to the Company a certificate setting forth the basis and amount of
each request by such Lender for compensation under paragraph (a) or (c) of this
Section 5.01. Determinations and allocations by any Lender for purposes of this
Section 5.01 of the effect of any Regulatory Change pursuant to paragraph (a) or
(b) of this Section 5.01, or of the effect of capital maintained pursuant to
paragraph (c) of this Section 5.01, on its costs or rate of return of
maintaining Loans or its obligation to make Loans, or on amounts receivable by
it in respect of Loans, and of the amounts required to compensate such Lender
under this Section 5.01, shall be conclusive, absent demonstrable error,
PROVIDED that such determinations and allocations are made and attributed on a
reasonable basis.

      (e) Without limiting the effect of the foregoing, the Company shall pay to
each Lender on the last day of each Interest Period so long as such Lender is
maintaining reserves against "Eurocurrency liabilities" under Regulation D (or,
unless the provisions of paragraph (b) above are applicable, so long as such
Lender is, by reason of any Regulatory Change, maintaining reserves against any
other category of liabilities which includes deposits by reference to which the
interest rate on Eurodollar Loans is determined as provided in this Agreement or
against any category of extensions of credit or other assets of such Lender
(which includes any Eurodollar Loans)) an additional amount (determined by such
Lender and notified to the Company through the Agent) equal to the product of
the following for each Eurodollar Loan for each day during such Interest Period:

            (i) the principal amount of such Eurodollar Loan outstanding on such
      day; and

            (ii) the remainder of (x) the fraction the numerator of which is the
      rate (expressed as a decimal) at which interest accrues on such Eurodollar
      Loan for such Interest Period as provided in this Agreement (less the
      Applicable Margin) and the denominator of which is one MINUS the effective
      rate (expressed as a decimal) at which such reserve requirements are
      imposed on such Lender on such day MINUS (y) such numerator; and

            (iii) 1/360.

      (f) Notwithstanding anything in this Section 5.01 to the contrary, to the
extent that any Lender does not charge all of its customers who are similarly
situated to the Company in respect of any Additional Costs or other cost or
compensation referred to this Section 5.01, such Lender shall not charge the
Company for such Additional Cost or other cost or compensation.

      5.02 LIMITATION ON TYPES OF LOANS. Anything herein to the contrary
notwithstanding, if, on or prior to the determination of any Eurodollar Rate for
any Interest Period:

      (a) the Agent determines, which determination shall be conclusive, that
quotations of interest rates for the relevant deposits referred to in the
definition of "Eurodollar Rate" in Section 1.01 hereof are not being provided in
the relevant amounts or for the relevant maturities for purposes of determining
rates of interest for Eurodollar Loans as provided herein; or

      (b) if the Majority Lenders determine, which determination shall be
conclusive, and notify (or notifies, as the case may be) the Agent that the
relevant rates of interest referred to in the definition of "Eurodollar Rate" in
Section 1.01 hereof upon the basis of which the rate of interest for Eurodollar
Loans for such Interest Period is to be determined do not adequately cover the
cost to such Lenders of making or maintaining Eurodollar Loans for such Interest
Period;

then the Agent shall give the Company and each Lender prompt notice thereof and,
so long as such condition remains in effect, the Lenders shall be under no
obligation to make additional Eurodollar Loans, to Continue Eurodollar Loans or
to Convert Base Rate Loans into Eurodollar Loans, and the Company shall, on the
last day(s) of the then current Interest Period(s) for the outstanding
Eurodollar Loans, either prepay such Loans or Convert such Loans into Base Rate
Loans in accordance with Section 2.08 hereof.

      5.03 ILLEGALITY. Notwithstanding any other provision of this Agreement, in
the event that it becomes unlawful for any Lender or its Applicable Lending
Office to honor its obligation to make or maintain Eurodollar Loans hereunder,
then such Lender shall promptly notify the Company thereof (with a copy to the
Agent) and such Lender's obligation to make or Continue, or to Convert Base Rate
Loans into, Eurodollar Loans shall be suspended until such time as such Lender
may again make and maintain Eurodollar Loans (in which case the provisions of
Section 5.04 hereof shall be applicable).

      5.04 TREATMENT OF EURODOLLAR LOANS. If the obligation of any Lender to
make Eurodollar Loans or to Continue, or to Convert Base Rate Loans into,
Eurodollar Loans shall be suspended pursuant to Section 5.01 or 5.03 hereof,
such Lender's Eurodollar Loans shall be automatically Converted into Base Rate
Loans on the last day(s) of the then current Interest Period(s) for Eurodollar
Loans (or, in the case of a Conversion required by Section 5.01(b) or 5.03
hereof, on such earlier date as such Lender may specify to the Company with a
copy to the Agent) and, unless and until such Lender gives notice as provided
below that the circumstances specified in Section 5.01 or 5.03 hereof that gave
rise to such Conversion no longer exist:

<PAGE>
      (a) to the extent that such Lender's Eurodollar Loans have been so
Converted, all payments and prepayments of principal that would otherwise be
applied to such Lender's Eurodollar Loans shall be applied instead to its Base
Rate Loans; and

      (b) all Loans that would otherwise be made or Continued by such Lender as
Eurodollar Loans shall be made or Continued instead as Base Rate Loans, and all
Loans of such Lender that would otherwise be Converted into Eurodollar Loans
shall be Converted instead into (or shall remain as) Base Rate Loans.

If such Lender gives notice to the Company with a copy to the Agent that the
circumstances specified in Section 5.01 or 5.03 hereof that gave rise to the
Conversion of such Lender's Eurodollar Loans pursuant to this Section 5.04 no
longer exist (which such Lender agrees to do promptly upon such circumstances
ceasing to exist) at a time when Eurodollar Loans made by other Lenders are
outstanding, such Lender's Base Rate Loans shall be automatically Converted, on
the first day(s) of the next succeeding Interest Period(s) for such outstanding
Eurodollar Loans, to the extent necessary so that, after giving effect thereto,
all Loans held by the Lenders holding Eurodollar Loans and by such Lender are
held pro rata (as to principal amounts, Types and Interest Periods) in
accordance with their respective Commitments.

      5.05 COMPENSATION. The Company shall pay to the Agent for account of each
Lender, upon the request of such Lender through the Agent, such amount or
amounts as shall be sufficient (in the reasonable opinion of such Lender) to
compensate it for any loss, cost or expense actually incurred that such Lender
determines is attributable to:

      (a) any payment, mandatory or optional prepayment or Conversion of a
Eurodollar Loan made by such Lender for any reason (including, without
limitation, the acceleration of the Loans pursuant to Section 10 hereof) on a
date other than the last day of the Interest Period for such Loan; or

      (b) any failure by the Company for any reason (including, without
limitation, the failure of any of the conditions precedent specified in Section
7 hereof to be satisfied) to borrow a Eurodollar Loan from such Lender on the
date for such borrowing specified in the relevant notice of borrowing given
pursuant to Section 2.02 hereof.

Without limiting the effect of the preceding sentence, such compensation shall
include an amount equal to the excess, if any, of (i) the amount of interest
that otherwise would have accrued on the principal amount so paid, prepaid,
Converted or not borrowed (other than the portion thereof consisting of the
Applicable Margin) for the period from the date of such payment, prepayment,
Conversion or failure to borrow to the last day of the then current Interest
Period for such Loan (or, in the case of a failure to borrow, the Interest
Period for such Loan that would have commenced on the date specified for such
borrowing) at the applicable rate of interest for such Loan provided for herein
over (ii) the amount of interest that otherwise would have accrued on such
principal amount at a rate per annum equal to the interest component of the
amount such Lender would have bid in the London interbank market for Dollar
deposits of leading banks in amounts comparable to such principal amount and
with maturities comparable to such period (as reasonably determined by such
Lender).

      5.06 SUBSTITUTION OF LENDERS. In the event that the Company becomes
obligated to pay additional amounts to any Lender pursuant to Section 5.01
hereof, then (unless such Lender has theretofore taken steps to remove or cure,
and has removed or cured, the conditions creating the cause for such obligation
to pay such additional amounts), then the Company may, so long as no Default
shall be continuing, within 60 days after the demand by such Lender for such
additional amounts, designate another bank which is acceptable to the Agent and
the Majority Lenders (such other bank being herein called a "REPLACEMENT
LENDER") to purchase all of the Loans of such Lender and all of such Lender's
rights and obligations hereunder (without recourse to or warranty by, or expense
to, such Lender) for a purchase price equal to the outstanding principal amount
of such Lender's Loans plus any accrued but unpaid interest

<PAGE>
thereon and any accrued but unpaid fees in respect of such Lender's Commitments
and any other amounts then payable to such Lender hereunder, and to assume all
of the obligations of such Lender hereunder (except for such rights as survive
the repayment of the Loans) and, upon such purchase such Lender shall no longer
be a party hereto or have any rights hereunder (except for those that survive
repayment of the Loans) and shall be released from all of its obligations
hereunder, and the Replacement Lender shall succeed to the rights and
obligations of such Lender hereunder.

      5.07 ADDITIONAL COSTS IN RESPECT OF LETTERS OF CREDIT. Without limiting
the obligations of the Company under Section 5.01 hereof (but without
duplication), if as a result of any Regulatory Change or any risk-based capital
guideline or other requirement heretofore or hereafter issued by any government
or governmental or supervisory authority implementing at the national level the
Basle Accord there shall be imposed, modified or deemed applicable any tax,
reserve, special deposit, capital adequacy or similar requirement against or
with respect to or measured by reference to Letters of Credit issued or to be
issued hereunder and the result shall be to increase the cost to any Lender or
Lenders of issuing (or purchasing participations in) or maintaining its
obligation hereunder to issue (or purchase participations in) any Letter of
Credit hereunder or reduce any amount receivable by any Lender hereunder in
respect of any Letter of Credit (which increases in cost, or reductions in
amount receivable, shall be the result of such Lender's or Lenders' reasonable
allocation of the aggregate of such increases or reductions resulting from such
event), then, upon demand by such Lender or Lenders (through the Agent), the
Company shall pay immediately to the Agent for account of such Lender or
Lenders, from time to time as specified by such Lender or Lenders (through the
Agent), such additional amounts as shall be sufficient to compensate such Lender
or Lender (through the Agent) for such increased costs or reductions in amount.
A statement as to such increased costs or reductions in amount incurred by any
such Lender or Lender, submitted by such Lender or Lenders to the Company shall
be conclusive in the absence of manifest error as to the amount thereof.


      Section 6. GUARANTEE.

      6.01 THE GUARANTEE. The Subsidiary Guarantors hereby jointly and severally
guarantee to each Lender and the Agent and their respective successors and
assigns the prompt payment in full when due (whether at stated maturity, by
acceleration or otherwise) of the principal of and interest on the Revolving
Credit Loans made by the Revolving Credit Lenders to, and the Notes held by each
Revolving Credit Lender of, the Company and all other amounts from time to time
owing to the Lenders or the Agent by the Company under this Agreement, the Notes
or the Guaranty Agreement and by any Obligor under any of the other Basic
Documents, in each case strictly in accordance with the terms thereof (such
obligations being herein collectively called the "GUARANTEED OBLIGATIONS"). The
Subsidiary Guarantors hereby further jointly and severally agree that if the
Company shall fail to pay in full when due (whether at stated maturity, by
acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary
Guarantors will promptly pay the same, without any demand or notice whatsoever,
and that in the case of any extension of time of payment or renewal of any of
the Guaranteed Obligations, the same will be promptly paid in full when due
(whether at extended maturity, by acceleration or otherwise) in accordance with
the terms of such extension or renewal.

      6.02 OBLIGATIONS UNCONDITIONAL. The obligations of the Subsidiary
Guarantors under Section 6.01 hereof are absolute and unconditional, joint and
several, irrespective of the value, genuineness, validity, regularity or
enforceability of the obligations of the Company under this Agreement, the Notes
or any other agreement or instrument referred to herein or therein, or any
substitution, release or exchange of any other guarantee of or security for any
of the Guaranteed Obligations, and, to the fullest extent permitted by
applicable law, irrespective of any other circumstance whatsoever that might
otherwise constitute a legal or equitable discharge or defense of a surety or
guarantor, it being the intent of this Section 6.02 that the obligations of the
Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and
several, under any and all circumstances. Without limiting the generality of the
foregoing, it is agreed that the occurrence of any one or more of the following
shall not alter or impair the

<PAGE>
liability of the Subsidiary Guarantors hereunder which shall remain absolute and
unconditional as described above:

            (i) at any time or from time to time, without notice to the
      Subsidiary Guarantors, the time for any performance of or compliance with
      any of the Guaranteed Obligations shall be extended, or such performance
      or compliance shall be waived;

            (ii) any of the acts mentioned in any of the provisions of this
      Agreement or the Notes or any other agreement or instrument referred to
      herein or therein shall be done or omitted;

            (iii) the maturity of any of the Guaranteed Obligations shall be
      accelerated, or any of the Guaranteed Obligations shall be modified,
      supplemented or amended in any respect, or any right under this Agreement
      or the Notes or any other agreement or instrument referred to herein or
      therein shall be waived or any other guarantee of any of the Guaranteed
      Obligations or any security therefor shall be released or exchanged in
      whole or in part or otherwise dealt with; or

            (iv) any lien or security interest granted to, or in favor of, the
      Agent or any Lender or Lenders as security for any of the Guaranteed
      Obligations shall fail to be perfected.

The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand
of payment, protest and all notices whatsoever, and any requirement that the
Agent or any Lender exhaust any right, power or remedy or proceed against the
Company under this Agreement or the Notes or any other agreement or instrument
referred to herein or therein, or against any other Person under any other
guarantee of, or security for, any of the Guaranteed Obligations.

      6.03 REINSTATEMENT. The obligations of the Subsidiary Guarantors under
this Section 6 shall be automatically reinstated if and to the extent that for
any reason any payment by or on behalf of the Company in respect of the
Guaranteed Obligations is rescinded or must be otherwise restored by any holder
of any of the Guaranteed Obligations, whether as a result of any proceedings in
bankruptcy or reorganization or otherwise and the Subsidiary Guarantors jointly
and severally agree that they will indemnify the Agent and each Lender on demand
for all reasonable costs and expenses (including, without limitation, fees of
counsel) incurred by the Agent or such Lender in connection with such rescission
or restoration, including any such costs and expenses incurred in defending
against any claim alleging that such payment constituted a preference,
fraudulent transfer or similar payment under any bankruptcy, insolvency or
similar law.

      6.04 SUBROGATION. The Subsidiary Guarantors hereby jointly and severally
agree that until the payment and satisfaction in full of all Guaranteed
Obligations and the expiration and termination of the Commitments of the Lenders
under this Agreement they shall not exercise any right or remedy arising by
reason of any performance by them of their guarantee in Section 6.01 hereof,
whether by subrogation or otherwise, against the Company or any other guarantor
of any of the Guaranteed Obligations or any security for any of the Guaranteed
Obligations.

      6.05 REMEMDIES. The Subsidiary Guarantors jointly and severally agree
that, as between the Subsidiary Guarantors and the Lenders, the obligations of
the Company under this Agreement and the Notes may be declared to be forthwith
due and payable as provided in Section 11 hereof (and shall be deemed to have
become automatically due and payable in the circumstances provided in said
Section 11) for purposes of Section 6.01 hereof notwithstanding any stay,
injunction or other prohibition preventing such declaration (or such obligations
from becoming automatically due and payable) as against the Company and that, in
the event of such declaration (or such obligations being deemed to have become
automatically due and payable), such obligations (whether or not due and payable
by the Company) shall forthwith become due and payable by the Subsidiary
Guarantors for purposes of said Section 6.01.

      6.06 INSTRUMENT FOR THE PAYMENT OF MONEY. Each Guarantor hereby
acknowledges that the guarantee in this Section 6 constitutes an instrument for
the payment of money, and

<PAGE>
consents and agrees that any Lender or the Agent, at its sole option, in the
event of a dispute by such Guarantor in the payment of any moneys due hereunder,
shall have the right to bring motion-action under New York CPLR Section 3213.

      6.07 CONTINUING GUARANTEE. The guarantee in this Section 6 is a continuing
guarantee, and shall apply to all Guaranteed Obligations whenever arising.

      6.08 RIGHTS OF CONTRIBUTION. The Subsidiary Guarantors hereby agree, as
between themselves, that if any Subsidiary Guarantor shall become an Excess
Funding Guarantor (as defined below) by reason of the payment by such Subsidiary
Guarantor of any Guaranteed Obligations, each other Subsidiary Guarantor shall,
on demand of such Excess Funding Guarantor (but subject to the next sentence),
pay to such Excess Funding Guarantor an amount equal to such Subsidiary
Guarantor's Pro Rata Share (as defined below and determined, for this purpose,
without reference to the Properties, debts and liabilities of such Excess
Funding Guarantor) of the Excess Payment (as defined below) in respect of such
Guaranteed Obligations. The payment obligation of a Subsidiary Guarantor to any
Excess Funding Guarantor under this Section 6.08 shall be subordinate and
subject in right of payment to the prior payment in full of the obligations of
such Subsidiary Guarantor under the other provisions of this Section 6 and such
Excess Funding Guarantor shall not exercise any right or remedy with respect to
such excess until payment and satisfaction in full of all of such obligations.

         For purposes of this Section 6.08, (i) "EXCESS FUNDING GUARANTOR"
shall mean, in respect of any Guaranteed Obligations, a Subsidiary Guarantor
that has paid an amount in excess of its Pro Rata Share of such Guaranteed
Obligations, (ii) "EXCESS PAYMENT" shall mean, in respect of any Guaranteed
Obligations, the amount paid by an Excess Funding Guarantor in excess of its Pro
Rata Share of such Guaranteed Obligations and (iii) "PRO RATA SHARE" shall mean,
for any Subsidiary Guarantor, the ratio (expressed as a percentage) of (x) the
amount by which the aggregate present fair saleable value of all Properties of
such Subsidiary Guarantor (excluding any shares of stock of any other Subsidiary
Guarantor) exceeds the amount of all the debts and liabilities of such
Subsidiary Guarantor (including contingent, subordinated, unmatured and
unliquidated liabilities, but excluding the obligations of such Subsidiary
Guarantor hereunder and any obligations of any other Subsidiary Guarantor that
have been Guaranteed by such Subsidiary Guarantor) to (y) the amount by which
the aggregate fair saleable value of all Properties of the Company and all of
the Subsidiary Guarantors exceeds the amount of all the debts and liabilities
(including contingent, subordinated, unmatured and unliquidated liabilities, but
excluding the obligations of the Company and the Subsidiary Guarantors
hereunder) of the Company and all of the Subsidiary Guarantors, all as of the
Closing Date. If any Subsidiary becomes a Subsidiary Guarantor hereunder
subsequent to the Closing Date, then for purposes of this Section 6.08 such
subsequent Subsidiary Guarantor shall be deemed to have been a Subsidiary
Guarantor as of the Closing Date and the aggregate present fair saleable value
of the Properties, and the amount of the debts and liabilities, of such
Subsidiary Guarantor as of the Closing Date shall be deemed to be equal to such
value and amount on the date such Subsidiary Guarantor becomes a Subsidiary
Guarantor hereunder.

      6.09 GENERAL LIMITATION ON GUARANTEE OBLIGATIONS. In any action or
proceeding involving any state corporate law, or any state or Federal
bankruptcy, insolvency, reorganization or other law affecting the rights of
creditors generally, if the obligations of any Subsidiary Guarantor under
Section 6.01 hereof would otherwise, taking into account the provisions of
Section 6.08 hereof, be held or determined to be void, invalid or unenforceable,
or subordinated to the claims of any other creditors, on account of the amount
of its liability under said Section 6.01, then, notwithstanding any other
provision hereof to the contrary, the amount of such liability shall, without
any further action by such Subsidiary Guarantor, any Lender, the Agent or any
other Person, be automatically limited and reduced to the highest amount that is
valid and enforceable and not subordinated to the claims of other creditors as
determined in such action or proceeding.

<PAGE>
      Section 7. CONDITIONS PRECEDENT

      7.01 EFFECTIVENESS OF THIRD AMENDMENT AND RESTATEMENT. The effectiveness
of the amendment and restatement of the Second Amended and Restated Credit
Agreement is subject to the conditions precedent that the Agent shall have
received the following, each of which shall be satisfactory to the Agent in form
and substance:

            (a) CORPORATE DOCUMENTS. Certified copies of the charter and by-laws
      (or equivalent documents) of each Obligor and of all corporate authority
      for each Obligor (including, without limitation, board of director
      resolutions and evidence of the incumbency of officers) with respect to
      the execution, delivery and performance of such of the Basic Documents and
      the Operative Documents to which such Obligor is intended to be a party
      and each other document to be delivered by such Obligor from time to time
      in connection herewith and the extensions of credit hereunder (and the
      Agent and each Lender may conclusively rely on such certificate until it
      receives notice in writing from such Obligor to the contrary).

            (b) OFFICER'S CERTIFICATE. A certificate of a senior officer of the
      Company, dated the date hereof, to the effect set forth in the first
      sentence of Section 7.04 hereof.

            (c) OPINIONS OF TEXAS COUNSEL TO THE OBLIGORS. An opinion, dated the
      Closing Date, of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P., counsel to
      the Obligors, substantially in the form of Exhibit B-1 hereto (and each
      Obligor hereby instructs such counsel to deliver such opinion to the
      Lenders and the Agent).

            (d) OPINIONS OF NEW YORK COUNSEL TO ING. An opinion, dated the
      Closing Date, of Mayer, Brown & Platt, special New York counsel to ING,
      substantially in the form of Exhibit B-2 hereto.

            (e) NOTES. The Notes evidencing the Synthetic Lease Loans, duly
completed and executed.

            (f) SECURITY AGREEMENT AMENDMENT. The Security Agreement Amendment,
      duly executed and delivered by the Agent and the Obligors.

            (g) MASTER LEASE CONDITIONS. Evidence that each of the conditions
      precedent set forth in Article III of the Master Agreement shall have been
      duly satisfied.

            (h) OTHER DOCUMENTS. Such other documents as the Agent or any Lender
      or special New York counsel to ING may reasonably request.

      7.02 CAPITAL EXPENDITURES; ELIGIBLE ACQUISITIONS. The obligation of any
Revolving Credit Lender to make any Revolving Credit Loan the proceeds of which
will be used to make (x) an Eligible Acquisition or (y) Capital Expenditures in
respect of an Eligible New Contract (in each case, the "RELEVANT Transaction"
for such borrowing) is subject to the further conditions precedent that the
Agent shall have received the following, each of which shall be satisfactory to
the Agent (and to the extent specified below, to the Majority Revolving Credit
Lenders) in form and substance:

      (a) COMMON INFORMATION. With respect to any Relevant Transaction:

      (i) CFO CERTIFICATE. A certificate of the chief financial officer of the
Company (in such detail as the Agent may request) as to the good faith estimated
amount of the consideration to be paid in connection with such Relevant
Transaction.

<PAGE>
      (ii) RELEVANT CORRECTIONAL AND/OR DETENTION FACILITY CONTRACTS. True and
complete copies of the fully executed Correctional and Detention Facility
Contract or Contracts (including all amendments thereto) to which such Relevant
Transaction relates (the "RELEVANT CONTRACT" for such Relevant Transaction),
together with a certificate of a senior officer of the Company to the effect
that (x) all conditions to the effectiveness of the Relevant Contract for such
borrowing shall have been met or waived; PROVIDED THAT any condition in such
Relevant Contract that, if not met, could reasonably be expected to have a
Material Adverse Effect shall not be waived by any Person without the consent of
the Agent and the Majority Revolving Credit Lenders and (y) such Relevant
Contract does not contain any provision permitting the other party to such
Relevant Contract to terminate, cancel or otherwise modify such Relevant
Contract upon the occurrence of any change in control (or similar event) with
respect to any Obligor. Further, any condition in such Relevant Contract
requiring the satisfaction of any Person shall be deemed for purposes of this
Section 7.02(a) to require the satisfaction of the Agent and the Majority
Revolving Credit Lenders if the failure to meet such condition could reasonably
be expected to have a Material Adverse Effect.

      (iii) USE PERMITS. A certificate of a senior officer of the Company to the
effect that (x) attached thereto are true and complete copies of each Use Permit
required in connection with such Relevant Transaction for such borrowing and
that each such Use Permit is in full force and effect, or (y) no Use Permits are
so required.

      (iv) CORPORATE AUTHORIZATIONS. Evidence to the reasonable satisfaction of
the Agent that such Relevant Transaction for such borrowing shall have been duly
approved by the board of directors of each relevant Obligor and that the
Relevant Contract therefor shall have been duly executed and delivered by the
parties thereto and shall be in full force and effect. In addition, the Agent
shall have received copies of all written information provided to the board of
directors of any Obligor in connection with such Relevant Transaction at the
same time such information was provided to such board of directors.

      (v) FINANCIAL AND COMPLIANCE CERTIFICATE. A certificate from the chief
financial officer of the Company with respect to such Relevant Transaction

                        (A) providing the PRO FORMA consolidated statements of
                    income, cash flow and balance sheet of the Company,

                        (B) to the effect that immediately prior to such
                    Relevant Transaction, and after giving effect thereto, (x)
                    no Default shall have occurred and be continuing and (y)
                    each of the representations and warranties set forth in
                    Section 8 hereof, and by each Obligor in each of the other
                    Basic Documents to which it is a party, shall be true and
                    complete, and

                        (C) providing PRO FORMA financial projections (which may
                    reflect Pro Forma Adjustments) demonstrating or showing (x)
                    the sources and uses of funds in such Relevant Transaction,
                    (y) compliance with all financial covenants set forth in
                    Section 9 hereof after giving effect to such Relevant
                    Transaction and for the four consecutive fiscal quarters
                    after consummation of such Relevant Transaction and (z) the
                    Capital Expenditures to be incurred by the Company and its
                    Subsidiaries in connection with such Relevant Transaction
                    for the period beginning from the date on which such
                    Relevant Transaction is consummated and ending on March 31,
                    2003.

      (vi) GOVERNMENTAL CONSENT AND APPROVALS. A certificate of a senior officer
of the Company to the effect that (i) any municipal, state or federal government
(or agency, instrumentality or political subdivision thereof) that is a party to
the Relevant Contract for such borrowing, and any such governmental entity
granting a Use Permit in connection with such Relevant Contract, does not object
to the financing of such Relevant Transaction with such borrowing on the terms
and conditions set forth in this Agreement and the other Basic Documents,
including (without limitation) the granting of security interests and pledges of

<PAGE>
stock by the Obligors under the Security Agreement and the guarantees provided
the Subsidiary Guarantors in Section 6 hereof and (ii) all necessary licenses,
permits and governmental and third-party consents and approvals relating to such
Relevant Transaction have been obtained and remain in full force and effect.

      (vii) ANALYSES. To the extent completed by or on behalf of any Obligor,
any demographic, industry, competitive or other analysis performed by any
industry consultant, and the Agent and the Lenders shall be named as
beneficiaries of such report.

      (viii) INSURANCE. Evidence to the satisfaction of the Agent that, after
giving effect to the transactions contemplated by such borrowing, the insurance
program of the Obligors, insofar as it relates to such Relevant Transaction for
such Revolving Credit Loans, adequately protects the interests of the Agent and
the Lenders and is comparable in all material respects with insurance carried by
responsible owners and operators of Properties similar to those of the Obligors,
including (without limitation) that the Agent shall have been named as loss
payee and additional insured under any additional insurance policies (or with
respect to any additional insurance acquired under existing insurance policies)
acquired in connection with such Relevant Transaction.

      (ix) ENVIRONMENTAL SURVEY AND QUESTIONNAIRE. If requested by the Agent, an
environmental audit and/or review of any real property to be acquired or leased
by any Obligor in connection with such Relevant Transaction, with the results
and methodology thereof reasonably satisfactory to the Agent and performed by an
engineer acceptable the Agent and the Company. In addition, if requested by the
Majority Revolving Credit Lenders (through the Agent), the Company shall have
completed (and delivered to each Revolving Credit Lender) an environmental risk
questionnaire in a form provided to the Company by the Agent (and containing
such inquiries with respect to environmental matters as shall have been
requested by any Lender, through the Agent, to be included in such
questionnaire), and the responses to such questionnaire (and the underlying
facts and circumstances shown thereby) shall be in form and substance reasonably
satisfactory to each Revolving Credit Lender.

      (x) ADVERSE LITIGATION OR PROCEEDING. A certificate from the secretary of
the Company, to the effect that (and the Agent shall be satisfied in its good
faith judgment that) no litigation or proceeding shall exist or, to such
officer's knowledge be threatened, with respect to consummation of such Relevant
Transaction or that could have a Material Adverse Effect.

                    (xi) TRANSACTION DOCUMENTS. A true and complete copy of the
            fully executed transaction documents relating to such Relevant
            Transaction (or unsigned drafts thereof that conform in all material
            respects with the fully executed purchase agreement).

                    (xii) SECURITY INTEREST. Evidence to the satisfaction of the
            Agent that the Agent (on behalf of the Lenders) has a perfected
            security interest in the assets (including stock) related to such
            Relevant Transaction.

                    (xiii) OTHER DOCUMENTS. Such other documents as the Agent or
            any Revolving Credit Lender or special New York counsel to ING may
            reasonably request, and such other information regarding the
            financial condition, operations, business or prospects of the
            Obligors insofar as its relates to such Revolving Credit Loans and
            the Relevant Transaction related thereto.

      (b) ELIGIBLE ACQUISITION INFORMATION. With respect to any Relevant
Transaction that is an Eligible Acquisition:

                    (i) LENDER APPROVAL. If the consideration to be paid for
            such Eligible Acquisition will exceed $15,000,000, the approval of
            the Majority Revolving Credit Lenders of such Eligible Acquisition,
            such approval not to be unreasonably withheld.
<PAGE>
                    (ii) POSITIVE EBITDA. Evidence to the satisfaction of the
            Agent that the EBITDA of the business to be acquired in such
            Eligible Acquisition (based on actual results with Pro Forma
            Adjustments) for the period of 12 consecutive months most recently
            preceding the proposed date of such Eligible Acquisition is greater
            than $1.

                    (iii) MAXIMUM CONSIDERATION. Evidence to the satisfaction of
            the Agent that the consideration to be paid for such Eligible
            Acquisition (including any Indebtedness assumed) will not exceed the
            product of (x) EBITDA with respect to the business to be acquired in
            such Eligible Acquisition for the 12 month period ending on the
            proposed date of consummation of such Eligible Acquisition and (y)
            six.

      (c) ELIGIBLE NEW CONTRACT INFORMATION. With respect to any Relevant
Transaction that is an Eligible New Contract:

                    (i) Evidence to the satisfaction of the Agent that the
            aggregate Revolving Credit Loans that would be used to finance
            Capital Expenditures in connection with such Eligible New Contract
            would not exceed the projected EBITDA for such Eligible New Contract
            for the period beginning on the date on which such Eligible New
            Contract is entered into and ending on the earlier of (x) the last
            day of the original term of such Eligible New Contract (including
            any stated renewal options) and (y) the fifth anniversary of such
            Eligible New Contract.

                    (ii) If the principal amount of the Revolving Credit Loans
            to finance such Capital Expenditure would exceed $10,000,000, the
            Majority Revolving Credit Lenders shall have approved such Capital
            Expenditure, such approval not to be unreasonably withheld.

      7.03 SYNTHETIC LEASE LOANS. The obligation of any Synthetic Lease Lender
to make any Synthetic Lease Loan is subject to the further conditions precedent
that the conditions precedent set forth in Sections 3.1 and 3.4 of the Master
Agreement shall have satisfied with respect to the borrowing of such Synthetic
Lease Loans.

      7.04 INITIAL AND SUBSEQUENT EXTENSIONS OF CREDIT. The obligation of any
Lender to make any Loan or otherwise extend credit to the Company upon the
occasion of each borrowing or other extension of credit hereunder is subject to
the further conditions precedent that, both immediately prior to the making of
such Loan or other extension of credit and also after giving effect thereto and
to the intended use thereof: (a) no Default shall have occurred and be
continuing; and (b) the representations and warranties made by the Company in
Section 8 hereof, and by each Obligor in each of the other Basic Documents to
which it is a party, shall be true and complete on and as of the date of the
making of such Loan or other extension of credit with the same force and effect
as if made on and as of such date (or, if any such representation or warranty is
expressly stated to have been made as of a specific date, as of such specific
date).

      Section 8. REPRESENTATIVES AND WARRANTIES. Each Obligor, represents and
warrants to the Agent and the Lenders that:

      8.01 CORPORATE EXISTENCE. Each Obligor: is a corporation, partnership or
other entity duly organized, validly existing and in good standing under the
laws of the jurisdiction of its organization; (b) has all requisite corporate or
other power, and has all material governmental licenses, authorizations,
consents and approvals necessary to own its assets and carry on its business as
now being or as proposed to be conducted; and (c) is qualified to do business
and is in good standing in all jurisdictions in which the nature of the business
conducted by it makes such qualification necessary and where failure so to
qualify could reasonably be expected to (either individually or in the
aggregate) have a Material Adverse Effect.

<PAGE>
      8.02 FINANCIAL CONDITION. The Obligors have heretofore furnished to each
of the Lenders the consolidated and consolidating balance sheets of the Company
and its Subsidiaries as at December 31, 1996 and the related consolidated and
consolidating statements of income, retained earnings and cash flow of the
Company and its Subsidiaries for the fiscal year ended on said date, with the
opinion thereon (in the case of said consolidated balance sheet and statements)
of Arthur Andersen L.L.P., and the unaudited consolidated and consolidating
balance sheets of the Company and its Subsidiaries as at July 31, 1997 and the
related consolidated and consolidating statements of income and retained
earnings of the Company and its Subsidiaries for the seven-month period ended on
such date. All such financial statements are complete and correct and fairly
present the consolidated financial condition of the Obligors, and (in the case
of said consolidating financial statements) the respective unconsolidated
financial condition of the Obligors, as at said dates and the consolidated and
unconsolidated results of their operations for the fiscal year and seven-month
period ended on said dates (subject, in the case of such financial statements as
at July 31, 1997, to normal year-end audit adjustments), all in accordance with
generally accepted accounting principles and practices applied on a consistent
basis, except as otherwise indicated in the notes thereto. None of the Obligors
has on the date hereof any material contingent liabilities, liabilities for
taxes, unusual forward or long-term commitments or unrealized or anticipated
losses from any unfavorable commitments, in each case, of a type required to be
reflected in a balance sheet prepared in accordance with GAAP, except as
referred to or reflected or provided for in said balance sheets as at said
dates. Since December 31, 1996, there has been no material adverse change in the
consolidated financial condition, operations, business or prospects taken as a
whole of the Obligors from that set forth in said financial statements as at
said date.

      8.03 LITIGATION. There are no legal or arbitral proceedings, or any
proceedings by or before any governmental or regulatory authority or agency, now
pending or (to the knowledge of the Company) threatened against any Obligor
that, if adversely determined could be reasonably expected to (either
individually or in the aggregate) have a Material Adverse Effect.

      8.04 NO BREACH. None of the execution and delivery of this Agreement and
the Notes and the other Basic Documents and the Operative Documents, the
consummation of the transactions herein and therein contemplated or compliance
with the terms and provisions hereof and thereof will conflict with or result in
a breach of, or require any consent under, the charter or by-laws of any
Obligor, or any applicable law or regulation, or any order, writ, injunction or
decree of any court or governmental authority or agency, or any agreement or
instrument to which any Obligor is a party or by which any of them or any of
their Property is bound or to which any of them is subject, or constitute a
default under any such agreement or instrument, or (except for the Liens created
pursuant to the Security Documents) result in the creation or imposition of any
Lien upon any Property of the Obligors pursuant to the terms of any such
agreement or instrument.

      8.05 ACTION. Each Obligor has all necessary power, authority and legal
right to execute, deliver and perform its obligations under each of the Basic
Documents and each of the Operative Documents to which it is a party; the
execution, delivery and performance by each Obligor of each of the Basic
Documents and each of the Operative Documents to which it is a party have been
duly authorized by all necessary corporate action on its part (including,
without limitation, any required shareholder approvals); and this Agreement has
been duly and validly executed and delivered by each Obligor and constitutes,
and each of the Notes and the other Basic Documents and Operative Documents to
which it is a party when executed and delivered by such Obligor (in the case of
the Notes, for value) will constitute, its legal, valid and binding obligation,
enforceable against each Obligor in accordance with its terms, except as such
enforceability may be limited by (a) bankruptcy, insolvency, reorganization,
moratorium or similar laws of general applicability affecting the enforcement of
creditors' rights and (b) the application of general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).

      8.06 APPROVALS. No authorizations, approvals or consents of, and no
filings or registrations with, any governmental or regulatory authority or
agency, or any securities exchange, are necessary for the execution, delivery or
performance by any Obligor of the Basic Documents or the


<PAGE>
Operative Documents to which it is a party or for the legality, validity or
enforceability hereof or thereof, except for filings and recordings in respect
of the Liens created pursuant to the Security Documents.

      8.07 USE OF CREDIT. None of the Obligors is engaged principally, or as one
of its important activities, in the business of extending credit for the
purpose, whether immediate, incidental or ultimate, of buying or carrying Margin
Stock, and no part of the proceeds of any extension of credit hereunder will be
used to buy or carry any Margin Stock.

      8.08 ERISA. Each Plan, and, to the knowledge of each Obligor, each
Multiemployer Plan, is in compliance in all material respects with, and has been
administered in all material respects in compliance with, the applicable
provisions of ERISA, the Code and any other Federal or State law, and no event
or condition has occurred and is continuing as to which any Obligor would be
under an obligation to furnish a report to the Lenders under Section 9.01(h)
hereof.

      8.09 TAXES. The Obligors are members of an affiliated group of
corporations filing consolidated returns for Federal income tax purposes, of
which the Company is the "common parent" (within the meaning of Section 1504 of
the Code) of such group. Each Obligor has filed (either directly, or indirectly
through the Company) all Federal income tax returns and all other material tax
returns that are required to be filed by them and have paid (either directly, or
indirectly through Company) all taxes due pursuant to such returns or pursuant
to any assessment received by any Obligor, except for any taxes being contested
by an Obligor in good faith by proper proceedings as to which no Liens have been
created on any Property of any Obligor. The charges, accruals and reserves on
the books of the Obligors in respect of taxes and other governmental charges
are, in the opinion of the Obligors, adequate. The Company has not given or been
requested to give a waiver of the statute of limitations relating to the payment
of Federal, state, local and foreign taxes or other impositions.

      8.10 INVESTMENT COMPANY ACT. None of the Obligors is an "investment
company", or a company "controlled" by an "investment company", within the
meaning of the Investment Company Act of 1940, as amended.

      8.11 PUBLIC UTILITY HOLDING COMPANY ACT. None of the Obligors is a
"holding company", or an "affiliate" of a "holding company" or a "subsidiary
company" of a "holding company", within the meaning of the Public Utility
Holding Company Act of 1935, as amended.

      8.12 MATERIAL AGREEMENTS AND LIENS.

      (a) Part A of Schedule I hereto is a complete and correct list, as of the
date of this Agreement, of each credit agreement, loan agreement, indenture,
purchase agreement, guarantee, letter of credit or other arrangement providing
for or otherwise relating to any Indebtedness or any extension of credit (or
commitment for any extension of credit) to, or guarantee by, any Obligor, and
the aggregate principal or face amount outstanding or that may become
outstanding under each such arrangement is correctly described in Part A of said
Schedule I.

      (b) Part B of Schedule I hereto is a complete and correct list, as of the
date of this Agreement, of each Lien securing Indebtedness of any Person and
covering any Obligor, and the aggregate Indebtedness secured (or that may be
secured) by each such Lien and the Property covered by each such Lien is
correctly described in Part B of said Schedule I.

<PAGE>
      8.13 ENVIRONMENT MATTERS. Each Obligor has obtained all environmental,
health and safety permits, licenses and other authorizations required under all
applicable Environmental Laws to carry on its business as now being or as
currently proposed to be conducted, except to the extent failure to have any
such permit, license or authorization would not (either individually or in the
aggregate) have a Material Adverse Effect. Each of such permits, licenses and
authorizations is in full force and effect and each of the Obligors is in
compliance with the terms and conditions thereof, and is also in compliance with
all other limitations, restrictions, conditions, standards, prohibitions,
requirements, obligations, schedules and timetables contained in any applicable
Environmental Law, except to the extent failure to comply therewith would not
(either individually or in the aggregate) have a Material Adverse Effect.

            In addition, except as set forth in Schedule II hereto:

      (a) No notice, notification, demand, request for information, citation,
summons or order has been issued to any Obligor or about which any Obligor has
otherwise become aware, no complaint has been filed against any Obligor or about
which any Obligor has otherwise become aware, no penalty has been assessed
against any Obligor or about which any Obligor has otherwise become aware and no
investigation or review is pending or, to the knowledge of any Obligor,
threatened by any governmental authority or other entity with respect to any
alleged failure by any Obligor to have any environmental, health or safety
permit, license or other authorization required under any Environmental Law in
connection with the conduct of the business of any Obligor or with respect to
any generation, treatment, storage, recycling, transportation, discharge or
disposal, or any Release of any Hazardous Materials generated by any Obligor,
which has either not been resolved to the satisfaction of the issuing authority
or which would not individually or in the aggregate have a Material Adverse
Effect.

      (b) None of the Obligors owns, operates or leases a treatment, storage or
disposal facility requiring a permit under the Resource Conservation and
Recovery Act of 1976, as amended, or under any comparable state or local
statute; and

            (i) no polychlorinated biphenyls (PCBs) are or have been present at
      any site or facility now or previously owned, operated or leased by any
      Obligor;

            (ii) no asbestos or asbestos-containing materials that are friable
      or bear a reasonable chance of becoming friable are or have been present
      at any site or facility now or previously owned, operated or leased by any
      Obligor;

            (iii) there are no underground storage tanks for Hazardous
      Materials, active orabandoned, at any site or facility now or previously
      owned, operated or leased by any Obligor that are not in material
      compliance with all applicable Environmental Laws, and there are no
      surface impoundments for Hazardous Materials, active or abandoned at any
      site or facility now or previously owned, operated or leased by any
      Obligor;

            (iv) no Hazardous Materials have been Released at, on or under any
      site or facility now or previously owned, operated or leased by any
      Obligor in a reportable quantity established by any applicable
      Environmental Law; and

            (v) no Hazardous Materials have been otherwise Released at, on or
      under any site or facility now or previously owned, operated or leased by
      any Obligor that would (either individually or in the aggregate) have a
      Material Adverse Effect.

      (c) None of the Obligors has transported or arranged for the
transportation of any Hazardous Material to any location that is listed on the
National Priorities List ("NPL") under the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended ("CERCLA"), listed for
possible inclusion on the NPL by the Environmental Protection Agency in the
Comprehensive Environmental Response and Liability Information System, as
provided for by 40 C.F.R. ss. 300.5 ("CERCLIS"), or on any similar state or
local list or that is the subject of Federal, state or local

<PAGE>
enforcement actions or other investigations that may lead to Environmental
Claims against the Company or any of its Subsidiaries, which individually or in
the aggregate would have a Material Adverse Effect.

      (d) No Hazardous Material generated by the Company or any of its
Subsidiaries has been recycled, treated, stored, disposed of or Released by any
Obligor at any facility which is subject to an Environmental Claim which would
reasonably be expected individually or in the aggregate to have a Material
Adverse Effect.

      (e) No oral or written notification of a Release of a Hazardous Material
has been filed by or on behalf of the Company or any of its Subsidiaries and no
site or facility now or previously owned, operated or leased by any Obligor is
listed or to the knowledge of any Obligor (upon due investigation) proposed for
listing on the NPL, CERCLIS or any similar state list of sites requiring
investigation or clean-up, in each case, which has either not been resolved to
the satisfaction of the issuing authority or which would not individually or in
the aggregate have a Material Adverse Effect.

      (f) No Liens have arisen under or pursuant to any Environmental Laws on
any site or facility owned, operated or leased by any Obligor, and no government
action has been taken or is in process that could subject any such site or
facility to such Liens and none of the Obligors would be required to place any
notice or restriction relating to the presence of Hazardous Materials at any
site or facility owned by it in any deed to the real property on which such site
or facility is located.

      (g) All investigations, studies, audits, tests, reviews or other analyses
conducted by or that are in the possession of any Obligor relating to
environmental matters at or affecting any site or facility now or previously
owned, operated or leased by the any Obligor and that reveal facts,
circumstances or conditions that could reasonably be expected to result in a
Material Adverse Effect have been made available to the Lenders.

      8.14 CAPITALIZATION. Schedule V hereto correctly sets forth the number of
shares of authorized capital stock of the Company, the class of such shares, the
number of each such class outstanding and the par value thereof. All of such
outstanding shares are duly and validly issued and outstanding, and (to the
Company's knowledge) each of which shares is fully paid and nonassessable.
Schedule V hereto correctly sets forth, as of the date hereof, the names of the
Persons owning 5% or more of any class of such capital stock, the class or
classes of such capital stock owned by each such Person and percentage of the
total number of shares of such class owned by each such Person. As of the date
hereof, (x) except for those set forth in Schedule V hereto, there are no
outstanding Equity Rights with respect to the Company and (y) except for those
set forth in Schedule V hereto, there are no outstanding obligations of any
Obligor to repurchase, redeem, or otherwise acquire any shares of capital stock
of any Obligor to make payments to any Person, such as "phantom stock" payments,
where the amount thereof is calculated with reference to the fair market value
or equity value of any Obligor.

      8.15 SUBSIDIARIES, ETC.

      (a) Set forth in Part A of Schedule III hereto is a complete and correct
list, as of the date hereof, of all of the Subsidiaries of the Company, together
with, for each such Subsidiary, (i) the jurisdiction of organization of such
Subsidiary, (ii) each Person holding ownership interests in such Subsidiary and
(iii) the nature of the ownership interests held by each such Person and the
percentage of ownership of such Subsidiary represented by such ownership
interests. Except as disclosed in Part A of Schedule III hereto, (x) each of the
Company and its Subsidiaries owns, free and clear of Liens (other than Liens
created pursuant to the Security Documents), and has the unencumbered right to
vote, all outstanding ownership interests in each Person shown to be held by it
in Part A of Schedule III hereto, (y) all of the issued and outstanding capital
stock of each such Person organized as a corporation is validly issued, fully
paid and nonassessable and (z) there are no outstanding Equity Rights with
respect to such Person.

      (b) Set forth in Part B of Schedule III hereto is a complete and correct
list, as of the date of this Agreement, of all Investments (other than
Investments disclosed in Part A of said

<PAGE>
Schedule III hereto) held by the Company or any of its Subsidiaries in any
Person (other than Investments which are Permitted Investments or deposits
maintained with banks in the ordinary course of business) and, for each such
Investment, (x) the identity of the Person or Persons holding such Investment
and (y) the nature of such Investment. Except as disclosed in Part B of Schedule
III hereto, each of the Company and its Subsidiaries owns, free and clear of all
Liens (other than Liens created pursuant to the Security Documents), all such
Investments.

      8.16 TITLE TO ASSETS. Each Obligor owns and has on the date hereof, and
will own and have on the Closing Date, good and marketable title or valid and
subsisting leaseholds (subject only to Liens permitted by Section 9.06 hereof)
to the Properties shown to be owned in the most recent financial statements
referred to in Section 8.02 hereof (other than Properties disposed of in the
ordinary course of business or otherwise permitted to be disposed of pursuant to
Section 9.05 hereof). Each Obligor (a) owns and has on the date hereof (and will
own and have on the Closing Date), good and marketable title to, or has on the
date hereof (and will have on the Closing Date) a valid and subsisting leasehold
estate in, and (b) enjoys on the date hereof (and will enjoy on the Closing
Date), peaceful and undisturbed possession of, all Properties (subject only to
Liens permitted by Section 9.06 hereof) that are necessary for the operation and
conduct of its businesses.

      8.17 TRUE AND COMPLETE DISCLOSURE. The information (other than
projections), reports, financial statements, exhibits and schedules furnished in
writing by or on behalf of the Obligors to the Agent or any Lender in connection
with the negotiation, preparation or delivery of this Agreement and the other
Basic Documents or included herein or therein or delivered pursuant hereto or
thereto, when taken as a whole do not contain any untrue statement of material
fact or omit to state any material fact necessary to make the statements herein
or therein, in light of the circumstances under which they were made, not
misleading. All projections furnished by or on behalf of the Obligors in writing
to the Agent or any Lender for purposes of or in connection with this Agreement
or the transactions contemplated hereby were prepared by the Company in good
faith based on assumptions determined to be reasonable by the Company under the
then existing facts and circumstances. All written information furnished after
the date hereof by any Obligor to the Agent and the Lenders in connection with
this Agreement and the other Basic Documents and the transactions contemplated
hereby and thereby will be true, complete and accurate in every material
respect, or (in the case of projections) based on reasonable assumptions, on the
date, and under the facts and circumstances, as of which such information is
stated or certified. There is no fact actually known to any Obligor that could
have a Material Adverse Effect that has not been disclosed herein, in the other
Basic Documents or in a report, financial statement, exhibit, schedule,
disclosure letter or other writing furnished to the Lenders for use in
connection with the transactions contemplated hereby or thereby.

      8.18 REAL PROPERTY. Set forth on Schedule IV hereto is a list, as of the
Closing Date, of all of the real property interests held by the Company and its
Subsidiaries, indicating in each case whether the respective Property is owned
or leased, the identity of the owner or lessor and the location of the
respective Property.


      Section 9. COVENANTS OF THE COMPANY. The Company covenants and agrees with
the Lenders and the Agent that, so long as any Commitment, Loan or Letter of
Credit Liability is outstanding and until payment in full of all amounts payable
by the Company hereunder:

      9.01 FINANCIAL STATEMENTS; ETC. The Company shall deliver to each of the
Lenders (in such form as shall be satisfactory to the Agent):

      (a) no later than January 15 of each year, a budget (on a monthly basis)
for the Company and its Subsidiaries for such year (including consolidating and
consolidated statements of income, cash flow and balance sheets prepared in
accordance with GAAP); and promptly after any material revision to such budget,
such budget as so revised;

<PAGE>
      (b) as soon as available and in any event within 30 days after the end of
each month, consolidated and consolidating statements of income and retained
earnings of the Company and its Subsidiaries for such month and for the period
from the beginning of the respective fiscal year to the end of such month, and
the related consolidated balance sheets of the Company and its Subsidiaries as
at the end of such month, setting forth in each case in comparative form the
corresponding consolidated and consolidating figures provided in the budget
required under Section 9.01(a) hereof for such period, accompanied by a
certificate of a senior financial officer of the Company, which certificate
shall state that said consolidated financial statements fairly present the
consolidated financial condition and results of operations of the Company and
its Subsidiaries, and said consolidating financial statements fairly present the
respective individual unconsolidated financial condition and results of
operations of the Company and of each of its Subsidiaries, in each case in
accordance with generally accepted accounting principles, consistently applied,
as at the end of, and for, such month (subject to normal year-end audit
adjustments with the absence of footnotes);

      (c) as soon as available and in any event within 45 days after the end of
each quarterly fiscal period of each fiscal year of the Company, (i) a statement
of occupancy rates at each of the facilities owned or maintained by the Company
and its Subsidiaries as at the end of such period, and a statement of occupancy
revenues and the direct costs of occupancy for each Correctional and Detention
Facility Contract for such period and for the period from the beginning of the
respective fiscal year to the end of such fiscal quarter, in each case setting
forth in comparative form the corresponding figures for the corresponding
periods in the preceding fiscal year and in the budget required under Section
9.01(a) hereof (ii) an analysis of the chief financial officer of the financial
condition of the Company and its Subsidiaries, on a consolidated and
consolidating basis, as of the end of such period, including (without
limitation) a reconciliation to the budget required under Section 9.01(a)
hereof;

      (d) as soon as available and in any event within 90 days after the end of
each fiscal year of the Company, consolidated and consolidating statements of
income and retained earnings, and a consolidated statement of cash flow, of the
Company and its Subsidiaries for such fiscal year and the related consolidated
and consolidating balance sheets of the Company and its Subsidiaries as at the
end of such fiscal year, setting forth in each case in comparative form the
corresponding consolidated and consolidating figures for the preceding fiscal
year, and accompanied (i) in the case of said consolidated statements and
balance sheet of the Company, by an opinion thereon of independent certified
public accountants of recognized national standing (which opinion shall not
contain any Impermissible Qualification), which opinion shall state that said
consolidated financial statements fairly present the consolidated financial
condition and results of operations of the Company and its Subsidiaries as at
the end of, and for, such fiscal year in accordance with generally accepted
accounting principles, and by a management letter or similar letter submitted to
the Company by such accountants and (ii) in the case of said consolidating
statements and balance sheets, by a certificate of a senior financial officer of
the Company, which certificate shall state that said consolidating financial
statements fairly present the respective individual unconsolidated financial
condition and results of operations of the Company and of each of its
Subsidiaries, in each case in accordance with generally accepted accounting
principles, consistently applied, as at the end of, and for, such fiscal year;

      (e) promptly upon their becoming available, copies of all registration
statements and regular periodic reports, if any, that the Company shall have
filed with the Securities and Exchange Commission (or any governmental agency
substituted therefor) or any national securities exchange;

      (f) to the extent not previously furnished to the Lenders or the Agent in
such capacity, promptly upon the mailing thereof to the shareholders of the
Company generally, copies of all financial statements, reports and proxy
statements so mailed;

      (g) without duplication of any provision of subsection (d) above, promptly
after the receipt by the Company thereof, copies of each report submitted to any
Obligor by independent accountants in connection with any annual, interim or
special audit of the books of any Obligor made by

<PAGE>
such accountants, or any management letters or similar documents submitted to
any Obligor by such accountants;

      (h) as soon as possible, and in any event within ten days after the
Company knows or has reason to believe that any of the events or conditions
specified below with respect to any Plan or Multiemployer Plan has occurred or
exists, a statement signed by a senior financial officer of the Company setting
forth details respecting such event or condition and the action, if any, that
the Company or its ERISA Affiliate proposes to take with respect thereto (and a
copy of any report or notice required to be filed with or given to PBGC by the
Company or an ERISA Affiliate with respect to such event or condition):

            (i) any reportable event, as defined in Section 4043(b) of ERISA and
      the regulations issued thereunder, with respect to a Plan, as to which
      PBGC has not by regulation waived the requirement of Section 4043(a) of
      ERISA that it be notified within 30 days of the occurrence of such event
      (PROVIDED that a failure to meet the minimum funding standard of Section
      412 of the Code or Section 302 of ERISA, including, without limitation,
      the failure to make on or before its due date a required installment under
      Section 412(m) of the Code or Section 302(e) of ERISA, shall be a
      reportable event regardless of the issuance of any waivers in accordance
      with Section 412(d) of the Code); and any request for a waiver under
      Section 412(d) of the Code for any Plan;

            (ii) the distribution under Section 4041 of ERISA of a notice of
      intent to terminate any Plan or any action taken by the Company or an
      ERISA Affiliate to terminate any Plan;

            (iii) the institution by PBGC of proceedings under Section 4042 of
      ERISA for the termination of, or the appointment of a trustee to
      administer, any Plan, or the receipt by the Company or any ERISA Affiliate
      of a notice from a Multiemployer Plan that such action has been taken by
      PBGC with respect to such Multiemployer Plan;

            (iv) the complete or partial withdrawal from a Multiemployer Plan by
      the Company or any ERISA Affiliate that results in liability under Section
      4201 or 4204 of ERISA (including the obligation to satisfy secondary
      liability as a result of a purchaser default) or the receipt by the
      Company or any ERISA Affiliate of notice from a Multiemployer Plan that it
      is in reorganization or insolvency pursuant to Section 4241 or 4245 of
      ERISA or that it intends to terminate or has terminated under Section
      4041A of ERISA;

            (v) the institution of a proceeding by a fiduciary of any
      Multiemployer Plan against the Company or any ERISA Affiliate to enforce
      Section 515 of ERISA, which proceeding is not dismissed within 30 days;
      and

            (vi) the adoption of an amendment to any Plan that, pursuant to
      Section 401(a)(29) of the Code or Section 307 of ERISA, would result in
      the loss of tax-exempt status of the trust of which such Plan is a part if
      the Company or an ERISA Affiliate fails to timely provide security to the
      Plan in accordance with the provisions of said Sections;

      (i) without prejudice as to whether an Event of Default has occurred,
promptly after the Company knows or has reason to believe that any Default has
occurred, a notice of such Default describing the same in reasonable detail and,
together with such notice or as soon thereafter as possible, a description of
the action that the Company has taken or proposes to take with respect thereto;

      (j) promptly after the termination or expiration of any Correctional and
Detention Facility Agreement, PRO FORMA financial projections prepared by the
Company demonstrating that after giving effect to such termination or expiration
(and any replacement Correctional and Detention Facility Agreement therefor) the
Company will be in compliance with its obligations under Sections 9.10, 9.11,
9.12, 9.13, 9.14 and 9.15 hereof for the period commencing on the date of such
termination and ending on the Commitment Termination Date; and

<PAGE>
      (k) from time to time such other information regarding the financial
condition, operations, business or prospects of the Company or any of its
Subsidiaries (including, without limitation, any Plan or Multiemployer Plan and
any reports or other information required to be filed under ERISA) available to
the Company, as any Lender or the Agent may reasonably request.

The Company will furnish to each Lender, at the time it furnishes each set of
financial statements pursuant to paragraph (a), (b) or (c) above, a certificate
of a senior financial officer of the Company to the effect that no Default has
occurred and is continuing (or, if any Default has occurred and is continuing,
describing the same in reasonable detail and describing the action that the
Company has taken or proposes to take with respect thereto). In addition, at the
time the Company furnishes to each Lender the financial statements required
pursuant to paragraph (c) above, the Company shall furnish to each Lender a
certificate of a senior financial officer setting forth in reasonable detail the
computations necessary to determine whether the Company is in compliance with
Sections 9.10, 9.11, 9.12, 9.13, 9.14 and 9.15 hereof as of the date as of which
such financial statements have been provided. Further, upon the request of any
Lender, at the time the Company furnishes the financial statements required
pursuant to paragraph (b) above, the Company shall furnish to such Lender a
certificate of a senior financial officer setting forth in reasonable detail the
computations necessary to determine whether the Company is in compliance with
Sections 9.10, 9.11, 9.12, 9.13, 9.14 and 9.15 hereof as of date as of which
such financial statements have been provided.

      9.02 LITIGATION. The Company will promptly give to each Lender notice of
all legal or arbitral proceedings, and of all proceedings by or before any
governmental or regulatory authority or agency, and any material development in
respect of such legal or other proceedings, affecting the Company or any of its
Subsidiaries, except proceedings that, if adversely determined, would not
(either individually or in the aggregate) have a Material Adverse Effect.

      9.03 EXISTENCE, ETC. The Company will, and will cause each of its
Subsidiaries to:

      (a) preserve and maintain its legal existence and all of its material
rights, privileges, licenses and franchises;

      (b) comply with the requirements of all applicable laws, rules,
regulations and orders of governmental or regulatory authorities if failure to
comply with such requirements could be reasonably expected to (either
individually or in the aggregate) have a Material Adverse Effect;

      (c) pay and discharge all taxes, assessments and governmental charges or
levies imposed on it or on its income or profits or on any of its Property prior
to the date on which penalties attach thereto, except for any such tax,
assessment, charge or levy the payment of which is being contested in good faith
and by proper proceedings and against which adequate reserves are being
maintained;

      (d) maintain all of its Properties necessary to the conduct of its
business in good working order and condition, ordinary wear and tear excepted;

      (e) keep adequate records and books of account, in which complete entries
will be made in accordance with generally accepted accounting principles
consistently applied; and

      (f) upon notice to the Company, permit representatives of any Lender or
the Agent, during normal business hours, to examine, copy and make extracts from
its books and records, to inspect any of its Properties, and to discuss its
business and affairs with its officers, all to the extent reasonably requested
by such Lender or the Agent (as the case may be).

      9.04 INSURANCE. The Company will, and will cause each of its Subsidiaries
to, maintain insurance with financially sound and reputable insurance companies,
and with respect to Property and risks of a character usually maintained by
corporations of comparable size engaged in the same or similar business and
similarly situated, against loss, damage and liability of the kinds and in the

<PAGE>
amounts customarily maintained by such corporations. The Company will in any
event maintain (with respect to itself and each of its Subsidiaries):

      (1) CASUALTY INSURANCE -- insurance against loss or damage covering all of
the tangible real and personal Property and improvements of the Company and each
of its Subsidiaries by reason of any Peril (as defined below) in such amounts
(subject to such deductibles as shall be satisfactory to the Majority Lenders)
as shall be reasonable and customary and sufficient to avoid the insured named
therein from becoming a co-insurer of any loss under such policy but in any
event in an amount (i) in the case of fixed assets and equipment (including,
without limitation, vehicles), at least equal to 100% of the actual replacement
cost of such assets (including, without limitation, foundation, footings and
excavation costs), subject to deductibles as aforesaid and (ii) in the case of
inventory, not less than the fair market value thereof, subject to deductibles
as aforesaid, PROVIDED that insurance in respect of Perils consisting of
earthquakes or floods shall not be required to be obtained except upon 30 days'
prior notice from the Agent.

      (2) AUTOMOBILE LIABILITY INSURANCE FOR BODILY INJURY AND PROPERTY DAMAGE
-- insurance against liability for bodily injury and property damage in respect
of all vehicles (whether owned, hired or rented by the Company or any of its
Subsidiaries) at any time located at, or used in connection with, its Properties
or operations in such amounts as are then customary for vehicles used in
connection with similar Properties and businesses, but in any event to the
extent required by applicable law.

      (3) COMPREHENSIVE GENERAL LIABILITY INSURANCE -- insurance against claims
for bodily injury, death or Property damage occurring on, in or about the
Properties (and adjoining streets, sidewalks and waterways) of the Company and
its Subsidiaries, in such amounts as are then customary for Property similar in
use in the jurisdictions where such Properties are located.

      (4) WORKERS' COMPENSATION INSURANCE -- workers' compensation insurance
(including, without limitation, Employers' Liability Insurance) to the extent
required by applicable law.

      (5) BUSINESS INTERRUPTION INSURANCE -- insurance against loss of operating
income (up to an aggregate amount equal to $20,000,000 and subject to a
deductible, or self-insured amount, not in excess of $100,000) by reason of any
Peril.

      (6) PROFESSIONAL LIABILITY INSURANCE -- professional liability insurance
in an amount equal to at least $10,000,000.

Such insurance shall be written by financially responsible companies selected by
the Company and (except for automobile insurance) having an A.M. Best rating of
"A" or better and being in a financial size category of VII or larger (or, with
respect to professional liability insurance only, an equivalent rating by a
European equivalent of A.M. Best), or by other companies acceptable to the
Majority Lenders, and (other than workers' compensation) shall name the Agent as
loss payee (to the extent covering risk of loss or damage to tangible property)
and as an additional named insured as its interests may appear (to the extent
covering any other risk). Each policy referred to in this Section 9.04 shall
provide that it will not be canceled or reduced, or allowed to lapse without
renewal, except after not less than 30 days' notice to the Agent and shall also
provide that the interests of the Agent and the Lenders shall not be invalidated
by any act or negligence of the Company or any Person having an interest in any
Property covered by the Mortgage nor by occupancy or use of any such Property
for purposes more hazardous than permitted by such policy nor by any foreclosure
or other proceedings relating to such Property. The Company will advise the
Agent promptly of any significant policy cancellation (other than any such
cancellation in connection with the replacement thereof), reduction or
amendment.

            On or before the Closing Date, the Company will deliver to the Agent
certificates of insurance satisfactory to the Agent evidencing the existence of
all insurance required to be maintained by the Company hereunder setting forth
the respective coverages, limits of liability, carrier, policy number and period
of coverage and showing that such insurance will remain in effect through the
December 31 falling at least six months after the date hereof, subject only to
the payment of premiums as they become due (and 

<PAGE>
attaching original copies of any policies with respect to casualty insurance).
Thereafter, the Company will maintain all insurance required to be maintained by
the Company hereunder through the December 31 of each subsequent calendar year
as long as any Loans or Commitments are outstanding under this Agreement,
subject only to the payment of premiums as they become due. In addition, the
Company will not modify any of the provisions of any policy with respect to
professional liability insurance without delivering the original copy of the
endorsement reflecting such modification to the Agent accompanied by a written
report of Kaye Insurance Associates, or any other firm of independent insurance
brokers of nationally recognized standing, stating that, in their opinion, such
policy (as so modified) adequately protects the interests of the Lenders and the
Agent, is in compliance with the provisions of this Section 9.04, and is
comparable in all respects with insurance carried by responsible owners and
operators of businesses similar to those of the Company and its Subsidiaries.
The Company will not obtain or carry separate insurance concurrent in form or
contributing in the event of loss with that required by this Section 9.04 unless
the Agent is the named insured thereunder, with loss payable as provided herein.
The Company will immediately notify the Agent whenever any such separate
insurance is obtained and shall deliver to the Agent the certificates evidencing
the same.

            Without limiting the obligations of the Company under the foregoing
provisions of this Section 9.04, in the event the Company shall fail to maintain
in full force and effect insurance as required by the foregoing provisions of
this Section 9.04, then the Agent may (upon notice to the Company), but shall
have no obligation so to do, procure insurance covering the interests of the
Lenders and the Agent in such amounts and against such risks as the Agent (or
the Majority Lenders) shall deem appropriate, and the Company shall reimburse
the Agent in respect of any premiums paid by the Agent in respect thereof.

            For purposes hereof, the term "PERIL" shall mean, collectively,
fire, lightning, flood, windstorm, hail, earthquake, explosion, riot and civil
commotion, vandalism and malicious mischief, damage from aircraft, vehicles and
smoke and all other perils covered by the "all-risk" endorsement then in use in
the jurisdictions where the Properties of the Company and its Subsidiaries are
located.

      9.05 PROHIBITION OF FUNDAMENTAL CHANGES. The Company will not, nor will it
permit any of its Subsidiaries to, enter into any transaction of merger or
consolidation or amalgamation, or liquidate, wind up or dissolve itself (or
suffer any liquidation or dissolution). The Company will not, nor will it permit
any of its Subsidiaries to, acquire any business or Property from, or capital
stock of, or be a party to any acquisition of, any Person except for (w)
purchases of inventory and other Property to be sold or used in the ordinary
course of business, (x) Investments permitted under Section 9.08 hereof, (y)
Capital Expenditures permitted under Section 9.15 hereof and (z) other
acquisitions so long as the aggregate consideration paid by the Obligors for all
such acquisitions does not exceed $250,000. The Company will not, nor will it
permit any of its Subsidiaries to, convey, sell, lease, transfer or otherwise
dispose of, in one transaction or a series of transactions, any part of its
business or Property, whether now owned or hereafter acquired (including,
without limitation, receivables and leasehold interests, but excluding (i)
obsolete or worn-out Property, tools or equipment no longer used or useful in
its business, (ii) any inventory or other Property sold or disposed of in the
ordinary course of business and on ordinary business terms, (iii) the granting
of Liens to secure the Senior Notes, the 1998 Synthetic Lease Financing and any
Future Synthetic Lease Financing, and (iv) other dispositions so long as the
aggregate fair market value of all Property so disposed of does not exceed
$250,000).

      9.06 LIMITATION ON LIENS. The Company will not, nor will it permit any of
its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any
of its Property, whether now owned or hereafter acquired, except (without
duplication):

      (a) Liens created pursuant to the Security Documents or the Operative
Documents;

      (b) Liens in existence on the date hereof and listed in Part B of Schedule
I hereto (excluding, however, following the making of the initial Loans
hereunder, Liens securing Indebtedness to be repaid with the proceeds of such
Loans, as indicated on said Schedule I);

<PAGE>
      (c) Liens imposed by any governmental authority for taxes, assessments or
charges not yet due or that are being contested in good faith and by appropriate
proceedings if adequate reserves with respect thereto are maintained on the
books of the Company or the affected Subsidiaries, as the case may be, in
accordance with GAAP;

      (d) carriers', warehousemen's, mechanics', materialmen's, repairmen's or
other like Liens arising in the ordinary course of business that are not overdue
for a period of more than 30 days or that are being contested in good faith and
by appropriate proceedings and Liens securing judgments but only to the extent
for an amount and for a period not resulting in an Event of Default under
Section 11.01(h) hereof;

      (e) pledges or deposits under worker's compensation, unemployment
insurance and other social security legislation;

      (f) deposits to secure the performance of bids, trade contracts (other
than for Indebtedness), leases, statutory obligations, surety and appeal bonds,
performance bonds and other obligations of a like nature incurred in the
ordinary course of business;

      (g) easements, rights-of-way, restrictions and other similar encumbrances
incurred in the ordinary course of business and encumbrances consisting of
zoning restrictions, easements, licenses, restrictions on the use of Property or
minor imperfections in title thereto that, in the aggregate, are not material in
amount, and that do not in any case materially detract from the value of the
Property subject thereto or interfere with the ordinary conduct of the business
of the Company or any of its Subsidiaries;


      (h) Liens upon real and/or tangible personal Property acquired after the
date hereof (by purchase, construction or otherwise) by the Company or any of
its Subsidiaries, each of which Liens either (A) existed on such Property before
the time of its acquisition and was not created in anticipation thereof or (B)
was created solely for the purpose of securing Indebtedness representing, or
incurred to finance, refinance or refund, the cost (including the cost of
construction) of such Property; PROVIDED that (i) no such Lien shall extend to
or cover any Property of the Company or such Subsidiary other than the Property
so acquired and improvements thereon and (ii) the principal amount of
Indebtedness secured by any such Lien shall at no time exceed 80% of the fair
market value (as determined in good faith by a senior financial officer of the
Company) of such Property at the time it was acquired (by purchase, construction
or otherwise);

      (i) Liens on the Property of a Designated Subsidiary securing Indebtedness
permitted pursuant to Section 9.07(e) hereof;

      (j) Liens securing the Senior Notes that are PARI PASSU with the Liens in
favor of the Agent and the Lenders under the Security Documents; and

      (k) Liens securing any Future Synthetic Lease Financing that are PARI
PASSU with the Liens in favor of the Agent and the Lenders under the Security
Documents.

      9.07 INDEBTEDNESS. The Company will not, nor will it permit any of its
Subsidiaries to, create, incur or suffer to exist any Indebtedness except
(without duplication):

      (a) Indebtedness to the Lenders hereunder;

      (b) Indebtedness outstanding on the date hereof and listed in Part A of
Schedule I hereto;

      (c) Indebtedness of Subsidiaries of the Company to the Company or to other
Subsidiaries of the Company;

<PAGE>
      (d) Indebtedness of the Company and its Subsidiaries secured by Liens
permitted under Section 9.06(h) hereof up to but not exceeding $500,000 at any
one time outstanding;

      (e) Indebtedness of the Designated Subsidiaries in an aggregate principal
amount not to exceed $30,000,000 at any one time outstanding;

      (f) Indebtedness consisting of the Senior Notes, any Subordinated Notes,
the 1998 Synthetic Lease Financing and any Future Synthetic Lease Financing; and

      (g) additional Indebtedness of the Company and its Subsidiaries
(including, without limitation, Capital Lease Obligations) up to but not
exceeding $500,000 at any one time outstanding.

      9.08 INVESTMENTS. The Company will not, nor will it permit any of its
Subsidiaries to, make or permit to remain outstanding any Investments except:

      (a) Investments outstanding on the date hereof and identified in Part B of
Schedule III hereto;

      (b) operating deposit accounts with banks;

      (c) Permitted Investments;

      (d) Investments by the Company and its Subsidiaries in capital stock of
Subsidiaries of the Company to the extent outstanding on the date of the
financial statements of the Company and its Subsidiaries referred to in Section
8.02 hereof and advances by the Company and its Subsidiaries to Subsidiaries of
the Company (other than Designated Subsidiaries) in the ordinary course of
business or in connection with a Relevant Transaction financed with Loans;

      (e) Interest Rate Protection Agreements required to be maintained under
Section 9.18 hereof;

      (f) additional Investments up to but not exceeding $200,000 in the
aggregate;

      (g) existing and future Investments comprised of stocks, bonds and notes
of existing or former account debtors of the Obligors if such Investment was
received pursuant to the consummation of a bankruptcy plan of reorganization or
similar proceedings of such account debtor;

      (h) the following loans or advances:

                    (i) loans or advances by the Company or any of its
            Subsidiaries to employees in the ordinary course of business in an
            aggregate amount any one time outstanding not to exceed $100,000,
            and

                    (ii) loans or advances made by the Company to Mr. David
            Cornell, with the terms and conditions set forth on Schedule VII to
            this Agreement, in an aggregate amount not to exceed $300,000;

      (i) Investments by the Company in Designated Subsidiaries made with the
proceeds of Loans in an aggregate amount not to exceed $10,000,000.

      9.09 DIVIDEND PAYMENTS. The Company will not, nor will it permit any of
its Subsidiaries to, declare or make any Dividend Payment at any time; PROVIDED
that the Company may repurchase shares of its capital stock so long as the
aggregate amount paid by the Company for all such repurchases does not exceed
$10,000,000.

<PAGE>
      9.10 EBITDA RATIO I. The Company will not permit the EBITDA Ratio I with
respect to any period ending on a date that falls within any period set forth
below under the column entitled "Period" to exceed the applicable ratio set
forth under the caption "Ratio" opposite such period:

            PERIOD                                            RATIO
      ----------------------------------------------------------------
      September 9, 1997 through and
      including September 30, 2000                          4.00 to 1

      October 1, 2000 through and
      including March 31, 2001                              3.75 to 1

      April 1, 2001 through and
      including September 30, 2001                          3.50 to 1

      October 1, 2001 through and
      including March 31, 2002                              3.25 to 1

      April 1, 2002 through and
      including September 30, 2002                          3.00 to 1

      October 1, 2002 through and
      including March 31, 2003                              2.50 to 1


      9.11 EBITDA RATIO II. The Company will not permit the EBITDA Ratio II with
respect to any period ending on a date that falls within any period set forth
below under the column entitled "Period" to exceed the applicable ratio set
forth under the caption "Ratio" opposite such period:

            PERIOD                                           RATIO
      ---------------------------------------------------------------
      September 9, 1997 through and
      including September 30, 2000                          5.00 to 1

      October 1, 2000 through and
      including March 31, 2001                              4.75 to 1

      April 1, 2001 through and
      including September 30, 2001                          4.50 to 1

      October 1, 2001 through and
      including March 31, 2002                              4.25 to 1

      April 1, 2002 through and
      including September 30, 2002                          4.00 to 1

      October 1, 2002 through and
      including March 31, 2003                              3.50 to 1

      9.12 NET WORTH. The Company will not permit its Net Worth to be less than
$80,000,000.

      9.13 INTEREST COVERAGE RATIO. The Company will not permit the Interest
Coverage Ratio with respect to any period ending on a date that falls within any
period set forth below under the column entitled "Period" to be less than the
applicable ratio set forth under the caption "Ratio" opposite such period:

<PAGE>
            PERIOD                                           RATIO
      ---------------------------------------------------------------
      September 9, 1997 through and
      including September 30, 1999                          2.25 to 1

      October 1, 1999 through and
      including September 30, 2000                          2.50 to 1

      October 1, 2000 through and
      including September 30, 2001                          2.75 to 1

      October 1, 2001 through and
      including March 31, 2003                              3.00 to 1

      9.14 FIXED CHARGES RATIO. The Company will not permit the Fixed Charge
Ratio to be less than 1.25 to 1 at any time.

      9.15 CAPITAL EXPENDITURES. The Company will not, and will not permit any
of its Subsidiaries to, make any Capital Expenditures at any time, except for
the following:

            (a)     maintenance Capital Expenditures in an aggregate amount not
      to exceed;

                    (i) for the year ending December 31, 1997, $2,750,000; and

                    (ii)for each year thereafter, an amount equal to 3% of the 
            total revenues of the Company and its Subsidiaries for such year; 
            and

            (b) Capital Expenditures made in connection with Eligible
      Acquisitions and Eligible New Contracts as described pursuant to Section
      7.02 (a) (v) (C) (z) hereof.

      9.16 THE CORNELL COX GROUP, L.P. The Cornell Cox Group, L.P., a Delaware
limited partnership, shall not hold or acquire any Property and shall not incur
any Indebtedness or other liabilities in addition to those in existence as of
the date hereof, which are correctly set forth on Schedule VI hereto.

      9.17 SALE LEASE-BACK TRANSACTIONS. The Company will not, and will not
permit any of its Subsidiaries to, enter into any arrangement with any Person
whereby the Company or such Subsidiary shall sell or otherwise transfer any of
its Property, whether now owned or hereafter acquired, and thereafter rent or
lease such Property or similar Property for substantially the same use or uses
as the Property sold or transferred UNLESS both of the following conditions are
satisfied:

                    (a) the consideration received by the Company or such
            Subsidiary in connection with such transfer is at least equal to the
            fair market value of the Property so transferred (as reasonably
            determined by the Board of Directors of the Company), and

                    (b) all of the net proceeds received by the Company or any
            of its Subsidiaries in connection with any such transaction are used
            by the Company, within 12 months of the receipt thereof, to either
            (i) acquire other Property in compliance with the term of this
            Agreement and/or (ii) repay or prepay Indebtedness of the Company or
            any of its Subsidiaries (other than any Subordinated Notes).

      9.18 DISCOUNT OF ACCOUNTS. The Company will not, and will not permit any
of its Subsidiaries to, sell (with or without recourse) or discount any of their
accounts receivable.

<PAGE>
      9.19 INTEREST RAT PROTECTION AGREEMENTS. The Company will, at all times
after the date that is 180 days after the date of the Second Amended and
Restated Credit Agreement, maintain in full force and effect one or more
Interest Rate Protection Agreements with any Lender (or an affiliate of any
Lender), that effectively enables the Company (in a manner satisfactory to the
Majority Lenders), as at any date, to protect itself against interest rates as
to a notional principal amount at least equal to 50% of the then outstanding
principal amount of Revolving Credit Loans.

      9.20 LINES OF BUSINESS. Neither the Company nor any of its Subsidiaries
will engage to any substantial extent in any line or lines of business activity
other than the business of operating correctional and/or detention facilities,
substance abuse rehabilitation facilities and related lines of business.

      9.21 TRANSACTIONS WITH AFFILIATES. Except as expressly permitted by this
Agreement, the Company will not, nor will it permit any of its Subsidiaries to,
directly or indirectly: (a) make any Investment in an Affiliate; (b) transfer,
sell, lease, assign or otherwise dispose of any Property to an Affiliate; (c)
merge into or consolidate with or purchase or acquire Property from an
Affiliate; or (d) enter into any other transaction directly or indirectly with
or for the benefit of an Affiliate (including, without limitation, Guarantees
and assumptions of obligations of an Affiliate); PROVIDED that (x) any Affiliate
who is an individual may serve as a director, officer or employee of the Company
or any of its Subsidiaries and receive reasonable compensation for his or her
services in such capacity and (y) the Company and its Subsidiaries may enter
into transactions (other than extensions of credit by the Company or any of its
Subsidiaries to an Affiliate or the payment of management or similar fees by the

<PAGE>
Company or a Subsidiary to an Affiliate) providing for the leasing of Property,
the rendering or receipt of services or the purchase or sale of inventory and
other Property in the ordinary course of business if the monetary or business
consideration arising therefrom would be substantially as advantageous to the
Company and its Subsidiaries as the monetary or business consideration that
would obtain in a comparable transaction with a Person not an Affiliate.

      9.22 USE OF PROCEEDS.

            (a) The Company will use the proceeds of the Revolving Credit Loans
solely:

            (i) for working capital purposes,

            (ii) to make principal and interest payments on Loans,

            (iii) to make Capital Expenditures (including acquiring real
      property to be used for detention or correctional facilities), and

            (iv) subject to Section 9.08(i), to make Investments in Designated
      Subsidiaries;

PROVIDED that neither the Agent nor any Lender shall have any responsibility as
to the use of any of such proceeds. Notwithstanding the foregoing, no more than
$15,000,000 of the aggregate proceeds of the Revolving Credit Loans outstanding
at any one time may be used for working capital purposes.

            (b) The Lessor will use the proceeds of the Synthetic Lease Loans
solely to acquire Land and Buildings and fund Construction; PROVIDED that
neither the Agent nor any Lender shall have any responsibility as to the use of
any of such proceeds.

      9.23 CERTAIN OBLIGATIONS RESPECTING SUBSIDIARIES.

      (a) The Company will, and will cause each of its Subsidiaries to, take
such action from time to time as shall be necessary to ensure that each of its
Subsidiaries is a Wholly Owned Subsidiary.

      (b) In the event that any additional shares of capital stock shall be
issued by any Subsidiary of the Company, the respective Obligor agrees forthwith
to deliver to the Agent pursuant to the Security Agreement the certificates
evidencing such shares of stock, accompanied by undated stock powers executed in
blank and to take such other action as the Agent shall request to perfect the
security interest created therein pursuant to the Security Agreement.

      (c) The Company will take such action, and will cause each of its
Subsidiaries to take such action, from time to time as shall be necessary to
ensure that all Subsidiaries of the Company are Subsidiary Guarantors and,
thereby, "Obligors" hereunder. Without limiting the generality of the foregoing,
in the event that the Company or any of its Subsidiaries shall form or acquire
any new Subsidiary, the Company or the respective Subsidiary will cause (or in
the event such new Subsidiary is a Designated Subsidiary, shall use its best
effort to cause) such new Subsidiary to become a "Subsidiary Guarantor" (and,
thereby, an "Obligor") hereunder pursuant to a written instrument in form and
substance satisfactory to each Lender and the Agent, and to deliver such proof
of corporate action, incumbency of officers, opinions of counsel and other
documents as any Lender or the Agent shall have requested.

      9.24 MODIFICATIONS OF CERTAIN DOCUMENTS. No Obligor will consent to any
material modification, supplement or waiver of any of the provisions of any
Correctional and Detention Facility Contract or any of the subordination
provisions of the Subordinated Notes Documentation.

      9.25 POSTING-CLOSING REAL PROPERTY. If any Obligor (other than any
Designated Subsidiary) acquires any interest in real property (whether in fee or
a leasehold estate, but excluding any Leased Properties) after

<PAGE>
the date of the Second Amended and Restated Credit Agreement, such Obligor shall
notify the Agent and shall do the following:

            (a) upon the request of the Agent and the Majority Lenders at any
      time thereafter, do the following:

                    (x) furnish to the Agent one or more Mortgages covering such
            interest in real property (and, if such property is a leasehold
            estate, appropriate estoppel certificates from the respective
            landlords thereof), and

                    (y) furnish to the Agent evidence to the satisfaction of the
            Agent that the such real property is not subject to any Lien (other
            than Liens permitted under Section 9.06 hereof); and

            (b) during the continuance of any Default, do each of the following:

            (i) obtain one or more mortgagee policies of title insurance on
      forms of and issued by one or more title companies satisfactory to each
      Lender (the "TITLE Companies"), insuring the validity and priority of the
      Liens created under such Mortgage(s) for and in amounts satisfactory to
      each Lender, subject only to such exceptions as are satisfactory to the
      Majority Lenders;

            (ii) furnish to the Agent as-built surveys of recent date of such
      real property, showing such matters as may be required by any Lender,
      which surveys shall be in form and content acceptable to the Majority
      Lenders, and certified to the Agent and to each Lender and the Title
      Companies, and shall have been prepared by a registered surveyor
      acceptable to the Majority Lenders; and

            (iii) furnish to the Agent certified copies of unconditional
      certificates of occupancy (or, if it is not the practice to issue
      certificates of occupancy in the jurisdiction in which the facilities to
      be covered by such Mortgage(s) are located, then such other evidence
      reasonably satisfactory to the Majority Lenders) permitting the fully
      functioning operation and occupancy of each such facility and of such
      other permits necessary for the use and operation of each such facility
      issued by the respective governmental authorities having jurisdiction over
      each such facility. In addition, the Company shall have paid to the Title
      Companies all expenses and premiums of the Title Companies in connection
      with the issuance of such policies and in addition shall have paid to the
      Title Companies an amount equal to the recording and stamp taxes payable
      in connection with recording such Mortgage in the appropriate county land
      office(s).


      Section 10. THE LESSOR; EXERCISE OF REMEDIES UNDER LEASE.

      10.01 COVENANTS OF LESSOR. So long as any Synthetic Lease Loan Lender's
Synthetic Lease Loan Commitment remains in effect, any Synthetic Lease Loan
remains outstanding and unpaid or any other amount is owing to any Synthetic
Lease Loan Lender with respect to its Funding Party Balances (as that term is
defined in the Master Agreement), subject to Section 10.02 hereof, the Lessor
will promptly pay all amounts payable by it under this Agreement and the Notes
issued by it in accordance with the terms hereof and thereof and shall duly
perform each of its obligations under this Agreement and the Notes. The Lessor
agrees to provide to the Agent a copy of each estoppel certificate that the
Lessor proposes to deliver pursuant to Section 17.13 of the Lease at least five
days prior to such delivery and to make any corrections thereto reasonably
requested by the Agent prior to such delivery. The Lessor shall keep each Leased
Property owned by it free and clear of all Lessor Liens (as that term is defined
in the Master Agreement). The Lessor shall not reject any sale of any Leased
Property pursuant to Section 14.6 of the Lease unless all of the related
Synthetic Lease Loans have been paid in full or the Synthetic Lease Loan Lenders
consent to such rejection. In the event that the Synthetic Lease Loan Lenders
reject any sale of any Leased Property pursuant to Section 14.6 of the Lease,
the Lessor agrees to take such action as the Synthetic Lease Lenders reasonably
request to effect a sale or other disposition of such Leased Property, PROVIDED
that the Lessor shall not be required to expend its own funds in connection with
such sale or disposition. In the event that the Construction Agent returns any
Leased Property to the Lessor pursuant to Section 5.3(a) of the Construction
Agency Agreement, unless all of the related Synthetic Lease Loans are paid in
full, the Lessor agrees to take such action as the Synthetic Lease Lenders
reasonably request to complete the Construction, or to effect a sale or other
disposition, of such Leased Property, PROVIDED that the Lessor shall not be
required to expend its own funds in connection therewith. During the
Construction Term for each Leased Property, the Lessor agrees to assume
liability for, and to indemnify, protect, defend, save and hold harmless the
Agent and each Synthetic Lease Loan Lender, on an After-Tax Basis (as that term
is defined in the Master Agreement) from and against, any and all Claims (as
that term is defined in the Master Agreement) that may be imposed on, incurred
by or asserted or threatened to be asserted against the Agent or any Synthetic
Lease Loan Lender, in any way relating to or arising out of the circumstances
set forth in clauses (i) through (iv) of the first sentence of Section 3.3 of
the Construction Agency Agreement, PROVIDED that the Lessor shall only be
obligated pursuant to this sentence to the extent that the Lessor receives
payment from the Construction Agent or any other Person with respect to such
Claim.
<PAGE>
      10.02 LESSOR OBLIGATIONS NONRECOURSE; PAYMENT FROM CERTAIN LEASE
OBLIGATIONS AND CERTAIN PROCEEDS OF LEASED PROPERTY ONLY. All payments to be
made by the Lessor in respect of the Synthetic Lease Loans, the Notes and this
Agreement shall be made only from certain payments received under the Lease, the
Guaranty Agreement and the Construction Agency Agreement and certain proceeds of
the Leased Properties and only to the extent that the Lessor or the Agent shall
have received sufficient payments from such sources to make payments in respect
of the Synthetic Lease Loans in accordance with Section 3 of the Loan Agreement.
Each Synthetic Lease Loan Lender agrees that it will look solely to such sources
of payments to the extent available for distribution to such Synthetic Lease
Loan Lender as herein provided and that neither the Lessor nor the Agent is or
shall be personally liable to any Synthetic Lease Loan Lender for any amount
payable hereunder or under any Note. Nothing in this Agreement, the Notes, any
other Basic Document or any Operative Document shall be construed as creating
any liability (other than for willful misconduct, gross negligence,
misrepresentation or breach of contract (other than the failure to make payments
in respect of the Synthetic Lease Loans)) of the Lessor individually to pay any
sum or to perform any covenant, either express or implied, in this Agreement,
the Notes, any other Basic Documents or any Operative Document (all such
liability, if any, being expressly waived by each Synthetic Lease Loan Lender)
and that each Synthetic Lease Loan Lender, on behalf of itself and its
successors and assigns, agrees in the case of any liability of the Lessor
hereunder or thereunder (except for such liability attributable to its willful
misconduct, gross negligence, misrepresentation or breach of contract (other
than the failure to make payments in respect of the Synthetic Lease Loans)) that
it will look solely to those certain payments received under the Lease, the
Guaranty Agreement (as that term is defined in the Master Agreement) and the
Construction Agency Agreement and those certain proceeds of the Leased
Properties, provided, HOWEVER, that the Lessor in its individual capacity shall
in any event be liable with respect to (i) the removal of Lessor's Liens (as
that term is defined in the Master Agreement) or involving its gross negligence,
willful misconduct, misrepresentation or breach of contract (other than the
failure to make payments in respect of the Synthetic Lease Loans) or (ii)
failure to turn over payments the Lessor has received in accordance with Section
3 of the Loan Agreement; and PROVIDED FURTHER that the foregoing exculpation of
the Lessor shall not be deemed to be exculpations of the Company, any Lessee or
any other Person.

      10.03 EXERCISE OF REMEDIES UNDER THE LEASE.

      (a) LEASE-RELATED EVENT OF DEFAULT. With respect to any Potential
Lease-related Event of Default as to which notice thereof by the Lessor to a
Lessee or the Company is a requirement to cause such Potential Lease-related
Event of Default to become a Lease-related Event of Default, the Lessor agrees
to give such notice to such Lessee or the Company promptly upon receipt of a
written request by any Synthetic Lease Loan Lender or the Agent. The Lessor
shall not, without the prior written consent of the Majority Synthetic Lease
Lenders, waive any Lease-related Event of Default.

      (b) ACCELERATION OF LEASE BALANCE. When a Lease-related Event of Default
exists, the Lessor, upon the direction of the Majority Synthetic Lease Lenders,
shall exercise remedies under Article XIII of the Lease to demand payment in
full of the Lease Balance by the Lessees (the "ACCELERATION"). Following the
Acceleration, the Lessor shall consult with the Synthetic Lease Loan Lenders
regarding actions to be taken in response to such Lease-related Event of
Default. The Lessor:

            (i) shall not, without the prior written consent of the Majority
      Synthetic Lease B Lenders, and

            (ii) shall (subject to the provisions of this Section 10.03), if so
      directed by the Majority Synthetic Lease B Lenders,

do any of the following: commence eviction or foreclosure proceedings, or file a
lawsuit against any Lessee under the Lease, or sell the Leased Properties, or
exercise other remedies against the Lessee under the Operative Documents in
respect of such Lease-related Event of Default; PROVIDED, HOWEVER, that any
payments received by the Lessor shall (subject to the provisions of the
Collateral Sharing Documentation) be distributed in accordance with Section 3 of
the Loan Agreement. Notwithstanding any such consent, direction or approval by
the Majority Synthetic Lease B Lenders of any such action or omission, the
Lessor shall not have any obligation to follow such direction if the same would,
in the Lessor's reasonable judgment, require the Lessor to expend its own funds
or expose the Lessor to expense, or unless Synthetic Lease Lenders and B Lenders
provide to the Lessor an indemnity, in form and substance reasonably 

<PAGE>
acceptable to the Lessor, for such liability, loss or damage or unless and until
the Synthetic Lease Loan Lenders advance to the Lessor an amount which is
sufficient, in the Lessor's reasonable judgment, to cover such liability,
expense, loss or damage (excluding the Lessor's pro rata share thereof, if any).
Notwithstanding the foregoing, on and after the related Release Date (and any
application otherwise required under Section 3 of the Loan Agreement has been
made): the Synthetic Lease Loan Lenders shall have no rights to such Leased
Property or any proceeds thereof; the Synthetic Lease Loan Lenders shall have no
rights to direct or give consent to any actions with respect to such Leased
Property and the proceeds thereof; the Lessor shall have absolute discretion
(but in all events subject to the terms of the Operative Documents) with respect
to such exercise of remedies with respect to such Leased Property, and the
proceeds thereof, including, without limitation, any foreclosure or sale of such
Leased Property; and the Lessor shall have no liability to the Synthetic Lease
Loan Lenders with respect to the Lessor's actions or failure to take any action
with respect to such Leased Property.


      Section 11. EVENTS OF DEFAULT.

      11.01 EVENTS OF DEFAULT. If one or more of the following events (herein
called "EVENTS OF DEFAULT") shall occur and be continuing:

      (a) The Company shall: (i) default in the payment of any principal of any
Loan or any Reimbursement Obligation when due (whether at stated maturity or at
mandatory or optional prepayment); or (ii) default in the payment of any
interest on any Loan, any fee or any other amount payable by it hereunder or
under any other Basic Document when due and such default shall have continued
unremedied for one Business Day; or

      (b) The Company or any of its Subsidiaries shall default in the payment
when due of any principal of or interest on any of its other Indebtedness
aggregating $100,000 or more, or in the payment when due of any amount under any
Interest Rate Protection Agreement; or any event specified in any note,
agreement, indenture or other document evidencing or relating to any such
Indebtedness or any event specified in any Interest Rate Protection Agreement
shall occur if the effect of such event is to cause, or (with the giving of any
notice or the lapse of time or both) to permit the holder or holders of such
Indebtedness (or a trustee or agent on behalf of such holder or holders) to
cause, such Indebtedness to become due, or to be prepaid in full (whether by
redemption, purchase, offer to purchase or otherwise), prior to its stated
maturity or, in the case of an Interest Rate Protection Agreement, to permit the
payments owing under such Interest Rate Protection Agreement to be liquidated;
or the Company shall be obligated to pay any "Recourse Deficiency Amount" (as
that term is defined in the Master Agreement) in respect of the 1998 Synthetic
Lease Financing (or any substantially similar payment in respect of any Future
Synthetic Lease Financing); or

      (c) Any representation, warranty or certification made or deemed made
herein or in any other Basic Document (or in any modification or supplement
hereto or thereto) by any Obligor, or any certificate furnished to any Lender or
the Agent pursuant to the provisions hereof or thereof, shall prove to have been
false or misleading as of the time made or furnished in any material respect; or

      (d) The Company shall default in the performance of any of its obligations
under any of Sections 9.01(j), 9.05, 9.06, 9.07, 9.08, 9.09, 9.10, 9.11, 9.12,
9.13, 9.14, 9.15, 9.17, 9.18, 9.19, 9.20 or 9.22 hereof; or any Obligor shall
default in the performance of any of its obligations under Section 4.2 or 5.2 of
the Security Agreement; or "Event of Default" under any Mortgage; or any Obligor
shall default in the performance of any of its other obligations in this
Agreement or any other Basic Document and such default shall continue unremedied
for a period of thirty or more days after notice thereof to the Company by the
Agent or any Lender (through the Agent); or

      (e) The Company or any of its Subsidiaries shall admit in writing its
inability to, or be generally unable to, pay its debts as such debts become due;
or

<PAGE>
      (f) The Company or any of its Subsidiaries shall (i) apply for or consent
to the appointment of, or the taking of possession by, a receiver, custodian,
trustee, examiner or liquidator of itself or of all or a substantial part of its
Property, (ii) make a general assignment for the benefit of its creditors, (iii)
commence a voluntary case under the Bankruptcy Code, (iv) file a petition
seeking to take advantage of any other law relating to bankruptcy, insolvency,
reorganization, liquidation, dissolution, arrangement or winding-up, or
composition or readjustment of debts, (v) fail to controvert in a timely and
appropriate manner, or acquiesce in writing to, any petition filed against it in
an involuntary case under the Bankruptcy Code or (vi) take any corporate action
for the purpose of effecting any of the foregoing; or

      (g) A proceeding or case shall be commenced, without the application or
consent of such of the Company or any of its Subsidiaries as is affected
thereby, in any court of competent jurisdiction, seeking (i) the reorganization,
liquidation, dissolution, arrangement or winding-up, or the composition or
readjustment of the debts of the Company or any of its Subsidiaries, (ii) the
appointment of a receiver, custodian, trustee, examiner, liquidator or the like
of the Company or any of its Subsidiaries or of all or any substantial part of
its Property, or (iii) similar relief in respect of the Company or any of its
Subsidiaries under any law relating to bankruptcy, insolvency, reorganization,
winding-up, or composition or adjustment of debts, and such proceeding or case
shall continue undismissed, or an order, judgment or decree approving or
ordering any of the foregoing shall be entered and continue unstayed and in
effect, for a period of 60 or more days; or an order for relief against the
Company or any of its Subsidiaries shall be entered in an involuntary case under
the Bankruptcy Code; or

      (h) A final judgment or judgments for the payment of money in an amount in
excess of $100,000 shall be rendered by one or more courts, administrative
tribunals or other bodies having jurisdiction against the Company or any of its
Subsidiaries and the same shall not be discharged (or provision shall not be
made for such discharge), or a stay of execution thereof shall not be procured,
within 30 days from the date of entry thereof and the Company or such Subsidiary
(as the case may be) shall not, within said period of 30 days, or such longer
period during which execution of the same shall have been stayed, appeal
therefrom and cause the execution thereof to be stayed during such appeal; or

      (i) An event or condition specified in Section 9.01(i) hereof shall occur
or exist with respect to any Plan or Multiemployer Plan and, as a result of such
event or condition, together with all other such events or conditions, the
Company or any ERISA Affiliate shall incur or in the opinion of the Majority
Lenders shall be reasonably likely to incur a liability to a Plan, a
Multiemployer Plan or PBGC (or any combination of the foregoing) that, in the
determination of the Majority Lenders, would (either individually or in the
aggregate) have a Material Adverse Effect; or

      (j) A reasonable basis shall exist for the assertion against the Company
or any of its Subsidiaries, or any predecessor in interest of the Company or any
of its Subsidiaries or Affiliates, of (or there shall have been asserted against
the Company or any of its Subsidiaries) an Environmental Claim that, in the
judgment of the Majority Lenders is reasonably likely to be determined adversely
to the Company or any of its Subsidiaries, and the amount thereof (either
individually or in the aggregate) is reasonably likely to have a Material
Adverse Effect (insofar as such amount is payable by the Company or any of its
Subsidiaries but after deducting any portion thereof that is reasonably expected
to be paid by other creditworthy Persons jointly and severally liable therefor);
or

      (k) The Liens created by the Security Documents shall at any time not
constitute a valid and perfected Lien on the collateral stated to be covered
thereby (to the extent perfection by filing, registration, recordation or
possession is required herein or therein) in favor of the Agent, free and clear
of all other Liens (other than Liens permitted under Section 9.06 hereof or
under the respective Security Documents), or, except for expiration in
accordance with its terms, any of the Security Documents shall for whatever
reason be terminated or cease to be in full force and effect, or the
enforceability thereof shall be contested by any Obligor; or

      (l) Any of the following:

<PAGE>
            (i) 15 Business Days shall have elapsed after any material
      Correctional and Detention Facility Contract shall have been terminated
      and shall not have been renewed on substantially the same terms or terms
      more favorable to the Obligors (unless during such 15 Business Day period
      the Company shall have demonstrated to the satisfaction of the Agent and
      each Lender that such termination will not have a Material Adverse
      Effect); or

            (ii) the payment terms of any material Correctional and Detention
      Facility Contract shall be modified or any other terms of any material
      Correctional and Detention Facility Contract shall be modified in any
      respect which the Majority Lenders determine could reasonably be expected
      to have a Material Adverse Effect; or

            (iii) any Obligor shall default in the performance of any of its
      material obligations under any material Correctional and Detention
      Facility Contract; or

            (iv) any party to any Correctional and Detention Facility Contract
      (other than an Obligor) shall default in the performance of any of its
      material obligations thereunder; or

            (v) an event or condition of the type described in Section 10(f) or
      10(g) shall occur or exist with respect to any party to any material
      Correctional and Detention Facility Contract (other than an Obligor); or

            (vi) any relevant legislature or administrative body shall fail to
      appropriate any material amount of funds in respect of any material
      Correctional and Detention Facility Contract

      (for purposes of this clause (l) and the following clause (m), a
      Correctional and Detention Facility Contract shall be deemed to be
      "material" if the failure of the Obligors to receive the amounts stated to
      be due and owing thereunder could reasonably be expected to have a
      Material Adverse Effect); or

      (m) Any Use Permit relating to a material Correctional and Detention
Facility Agreement shall be revoked, withdrawn or otherwise terminated; or any
Use Permit relating to a material Correctional and Detention Facility Agreement
shall be modified, amended or supplemented in a way which the Majority Lenders
determine could have a Material Adverse Effect;

THEREUPON: (1) in the case of an Event of Default other than one referred to in
clause (f) or (g) of this Section 11.01 with respect to any Obligor, (A) the
Agent may and, upon request of the Majority Lenders shall, by notice to the
Company, terminate the Commitments and they shall thereupon terminate, and (B)
the Agent may and, upon request of the Majority Lenders shall by notice to the
Company, declare the principal amount then outstanding of, and the accrued
interest on, the Loans, the Reimbursement Obligations and all other amounts
payable by the Obligors hereunder and under the Notes to be forthwith due and
payable, whereupon such amounts shall be immediately due and payable without
presentment, demand, protest or other formalities of any kind, all of which are
hereby expressly waived by each Obligor; and (2) in the case of the occurrence
of an Event of Default referred to in clause (f) or (g) of this Section 11 with
respect to any Obligor, the Commitments shall automatically be terminated and
the principal amount then outstanding of, and the accrued interest on, the
Loans, the Reimbursement Obligations and all other amounts payable by the
Obligors hereunder and under the Notes shall automatically become immediately
due and payable without presentment, demand, protest or other formalities of any
kind, all of which are hereby expressly waived by each Obligor.

<PAGE>
      In addition, upon the occurrence and during the continuance of any Event
of Default (if the Agent has declared the principal amount then outstanding of,
and accrued interest on, the Loans and all other amounts payable by the Company
hereunder and under the Notes to be due and payable), the Company agrees that it
shall, if requested by the Agent or the Majority Lenders through the Agent (and,
in the case of any Event of Default referred to in clause (f) or (g) of this
Section 11.01 with respect to any Obligor, forthwith, without any demand or the
taking of any other action by the Agent or the Lenders) provide cover for the
Letter of Credit Liabilities by paying to the Agent immediately available funds
in an amount equal to the then aggregate undrawn face amount of all Letters of
Credit, which funds shall be held by the Agent in the Collateral Account as
collateral security in the first instance for the Letter of Credit Liabilities
and be subject to withdrawal only as therein provided.

      11.02 LEASE-RELATED EVENTS OF DEFAULT.

            (a) LEASE-RELATED EVENTS OF DEFAULT. Each of the following events
shall constitute a Lease-related Event of Default (whether any such event shall
be voluntary or involuntary or come about or be effected by operation of law or
pursuant to or in compliance with any judgment, decree or order of any court or
any order, rule or regulation of any Governmental Authority) and each such
Lease-related Event of Default shall continue so long as, but only as long as,
it shall not have been remedied:

            (i) Lessor shall fail to distribute in accordance with the
      provisions of Section 3 of the Loan Agreement any amount received by the
      Lessor pursuant to the Lease or the Master Agreement within two Business
      Days of receipt thereof if and to the extent that the Agent or the
      Synthetic Lease Loan Lenders are entitled to such amount or a portion
      thereof; or

            (ii) the Lessor shall fail to pay to the Agent, within two Business
      Days of the Lessor's receipt thereof, any amount which a Lessee is
      required, pursuant to the Operative Documents, to pay to the Agent but
      erroneously pays to the Lessor; or

            (iii) failure by the Lessor to perform in any material respect any
      other covenant or condition herein or in any other Operative Document to
      which the Lessor is a party, which failure shall continue unremedied for
      30 days after receipt by the Lessor of written notice thereof from the
      Agent or any Synthetic Lease Loan Lender; or

            (iv) any representation or warranty of the Lessor contained in any
      Operative Document or in any certificate required to be delivered
      thereunder shall prove to have been incorrect in a material respect when
      made and shall not have been cured within thirty days of receipt by the
      Lessor of written notice thereof from the Agent or any Synthetic Lease
      Loan Lender; or

            (v) the Lessor or the General Partner (as that term is defined in
      the Master Agreement) shall become bankrupt or make an assignment for the
      benefit of creditors or consent to the appointment of a trustee or
      receiver; or a trustee or a receiver shall be appointed for the Lessor or
      the General Partner or for substantially all of its property without its
      consent and shall not be dismissed or stayed within a period of sixty
      days; or bankruptcy, reorganization or insolvency proceedings shall be
      instituted by or against the Lessor or the General Partner and, if
      instituted against the Lessor or the General Partner, shall not be
      dismissed or stayed for a period of 60 days; or

            (vi) any "Event of Default" (as that term is defined in the Master
      Agreement) shall occur and be continuing.

            (b)     REMEDIES.

                    (i) Upon the occurrence of a Lease-related Event of Default,
<PAGE>
                        (a) if such event is a Lease-related Event of Default
                    specified in clause (v) of Section 11.02(a) hereof with
                    respect to the Lessor, automatically the Synthetic Lease
                    Loan Commitments shall terminate and the outstanding
                    principal of, and accrued interest on, the Synthetic Lease
                    Loans shall be immediately due and payable, and

                        (b) if such event is any other Lease-related Event of
                    Default, upon written request of the Majority Synthetic
                    Lease A and B Lenders, the Agent shall, by notice of default
                    to the Lessor, declare the Synthetic Lease Loan Commitments
                    of the Synthetic Lease Loan Lenders to be terminated
                    forthwith and the outstanding principal of, and accrued
                    interest on, the Synthetic Lease Loans to be immediately due
                    and payable, whereupon the Synthetic Lease Loan Commitments
                    of the Synthetic Lease Loan Lenders shall immediately
                    terminate and the outstanding principal of, and accrued
                    interest on, the Synthetic Lease Loans shall become
                    immediately due and payable.

                    (ii)When a Lease-related Event of Default exists, the Agent
            may, and upon the written instructions of the Majority Synthetic
            Lease B Lenders shall, exercise any or all of the rights and powers
            and pursue any and all of the remedies available to it hereunder,
            under the Notes, or any provision of law. When a Lease-related Event
            of Default exists, the Agent may, and upon the written instructions
            of the Majority Synthetic Lease B Lenders shall, have the right to
            exercise all rights of the Lessor under the Lease pursuant to the
            terms and in the manner provided for in the Mortgages and the
            Assignments of Lease and Rents.

                    (iii) Except as expressly provided above, no remedy under
            this Section 11.02(b) is intended to be exclusive, but each shall be
            cumulative and in addition to any other remedy provided under this
            Section 11.02(b) or under the other Operative Documents or otherwise
            available at law or in equity. The exercise by the Agent or any
            Synthetic Lease Loan Lender of any one or more of such remedies
            shall not preclude the simultaneous or later exercise of any other
            remedy or remedies. No express or implied waiver by the Agent or any
            Synthetic Lease Loan Lender of any Lease-related Event of Default
            shall in any way be, or be construed to be, a waiver of any future
            or subsequent Lease-related Event of Default. The failure or delay
            of the Agent or any Synthetic Lease Loan Lender in exercising any
            rights granted it hereunder upon any occurrence of any of the
            contingencies set forth herein shall not constitute a waiver of any
            such right upon the continuation or recurrence of any such
            contingencies or similar contingencies and any single or partial
            exercise of any particular right by the Agent or any Synthetic Lease
            Loan Lender shall not exhaust the same or constitute a waiver of any
            other right provided herein.


      Section 12. THE AGENT.

      12.01 APPOINTMENT, POWERS AND IMMUNITIES. Each Lender hereby irrevocably
appoints and authorizes the Agent to act as its agent hereunder and under the
other Basic Documents with such powers as are specifically delegated to the
Agent by the terms of this Agreement and of the other Basic Documents, together
with such other powers as are reasonably incidental thereto. The Agent (which
term as used in this sentence and in Section 12.05 and the first sentence of
Section 12.06 hereof shall include reference to its affiliates and its own and
its affiliates' officers, directors, employees and agents): (a) shall have no
duties or responsibilities except those expressly set forth in this Agreement
and in the other Basic Documents, and shall not by reason of this Agreement or
any other Basic Document be a trustee for any Lender; (b) shall not be
responsible to the Lenders for any recitals, statements, representations or
warranties

<PAGE>
contained in this Agreement or in any other Basic Document, or in any
certificate or other document referred to or provided for in, or received by any
of them under, this Agreement or any other Basic Document, or for the value,
validity, effectiveness, genuineness, enforceability or sufficiency of this
Agreement, any Note or any other Basic Document or any other document referred
to or provided for herein or therein or for any failure by the Company or any
other Person to perform any of its obligations hereunder or thereunder; (c)
shall not be required to initiate or conduct any litigation or collection
proceedings hereunder or under any other Basic Document; and (d) shall not be
responsible for any action taken or omitted to be taken by it hereunder or under
any other Basic Document or under any other document or instrument referred to
or provided for herein or therein or in connection herewith or therewith, except
for its own gross negligence or willful misconduct. The Agent may employ agents
and attorneys-in-fact and shall not be responsible for the negligence or
misconduct of any such agents or attorneys-in-fact selected by it in good faith.
The Agent may deem and treat the payee of any Note as the holder thereof for all
purposes hereof unless and until a notice of the assignment or transfer thereof
shall have been filed with the Agent, together with the consent of the Company
to such assignment or transfer (to the extent provided in Section 13.06(b)
hereof).

      12.02 RELIANCE BY AGENT. The Agent shall be entitled to rely upon any
certification, notice or other communication (including, without limitation, any
thereof by telephone, telecopy, telex, telegram or cable) believed by it to be
genuine and correct and to have been signed or sent by or on behalf of the
proper Person or Persons, and upon advice and statements of legal counsel,
independent accountants and other experts selected by the Agent. As to any
matters not expressly provided for by this Agreement or any other Basic
Document, the Agent shall in all cases be fully protected in acting, or in
refraining from acting, hereunder or thereunder in accordance with instructions
given by the Majority Lenders or, if provided herein, in accordance with the
instructions given all of the Lenders, and such instructions of such Lenders and
any action taken or failure to act pursuant thereto shall be binding on all of
the Lenders.

      12.03 DEFAULTS. The Agent shall not be deemed to have knowledge or notice
of the occurrence of a Default unless the Agent has received notice from a
Lender or the Company specifying such Default and stating that such notice is a
"Notice of Default". In the event that the Agent receives such a notice of the
occurrence of a Default, the Agent shall give prompt notice thereof to the
Lenders. The Agent shall (subject to Section 12.07 hereof) take such action with
respect to such Default as shall be directed by the Majority Lenders, PROVIDED
that, unless and until the Agent shall have received such directions, the Agent
may (but shall not be obligated to) take such action, or refrain from taking
such action, with respect to such Default as it shall deem advisable in the best
interest of the Lenders except to the extent that this Agreement expressly
requires that such action be taken, or not be taken, only with the consent or
upon the authorization of the Majority Lenders or all of the Lenders.

      12.04 RIGHTS AS A LENDER. With respect to its Commitments and the Loans
made by it, ING (and any successor acting as Agent) in its capacity as a Lender
hereunder shall have the same rights and powers hereunder as any other Lender
and may exercise the same as though it were not acting as the Agent, and the
term "Lender" or "Lenders" shall, unless the context otherwise indicates,
include the Agent in its individual capacity. ING (and any successor acting as
Agent) and its affiliates may (without having to account therefor to any Lender)
accept deposits from, lend money to, make investments in and generally engage in
any kind of banking, trust or other business with the Obligors (and any of their
Subsidiaries or Affiliates) as if it were not acting as the Agent, and ING and
its affiliates may accept fees and other consideration from the Obligors for
services in connection with this Agreement or otherwise without having to
account for the same to the Lenders.

      12.05 INDEMNIFICATION. The Lenders agree to indemnify the Agent (to the
extent not reimbursed under Section 13.03 hereof, but without limiting the
obligations of the Company under said Section 13.03, and including in any event
any payments under any indemnity that the Agent is required to issue to any bank
referred to in Section 4.02 of the Security Agreement to which remittances in
respect of Accounts, as defined therein, are to be made) ratably in accordance
with their respective

<PAGE>
Commitments, for any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind and nature whatsoever that may be imposed on, incurred by or asserted
against the Agent (including by any Lender) arising out of or by reason of any
investigation in or in any way relating to or arising out of this Agreement or
any other Basic Document or any other documents contemplated by or referred to
herein or therein or the transactions contemplated hereby or thereby (including,
without limitation, the costs and expenses that the Company is obligated to pay
under Section 13.03 hereof, but excluding, unless a Default has occurred and is
continuing, normal administrative costs and expenses incident to the performance
of its agency duties hereunder) or the enforcement of any of the terms hereof or
thereof or of any such other documents, PROVIDED that no Lender shall be liable
for any of the foregoing to the extent they arise from the gross negligence or
willful misconduct of the party to be indemnified.

      12.06 NON-RELIANCE ON AGENT AND OTHER LENDERS. Each Lender agrees that it
has, independently and without reliance on the Agent or any other Lender, and
based on such documents and information as it has deemed appropriate, made its
own credit analysis of the Company and its Subsidiaries and decision to enter
into this Agreement and that it will, independently and without reliance upon
the Agent or any other Lender, and based on such documents and information as it
shall deem appropriate at the time, continue to make its own analysis and
decisions in taking or not taking action under this Agreement or under any other
Basic Document. The Agent shall not be required to keep itself informed as to
the performance or observance by any Obligor of this Agreement or any of the
other Basic Documents or any other document referred to or provided for herein
or therein or to inspect the Properties or books of the Company or any of its
Subsidiaries. Except for notices, reports and other documents and information
expressly required to be furnished to the Lenders by the Agent hereunder or
under the Security Documents, the Agent shall not have any duty or
responsibility to provide any Lender with any credit or other information
concerning the affairs, financial condition or business of the Company or any of
its Subsidiaries (or any of their affiliates) that may come into the possession
of the Agent or any of its affiliates.

      12.07 FAILURE TO ACT. Except for action expressly required of the Agent
hereunder and under the other Basic Documents, the Agent shall in all cases be
fully justified in failing or refusing to act hereunder and thereunder unless it
shall receive further assurances to its satisfaction from the Lenders of their
indemnification obligations under Section 12.05 hereof against any and all
liability and expense that may be incurred by it by reason of taking or
continuing to take any such action.

      12.08 RESIGNATION OR REMOVAL OF AGENT. Subject to the appointment and
acceptance of a successor Agent as provided below, the Agent may resign at any
time by giving notice thereof to the Lenders and the Company, and the Agent may
be removed at any time with or without cause by the Majority Lenders. Upon any
such resignation or removal, the Majority Lenders shall have the right to
appoint a successor Agent. If no successor Agent shall have been so appointed by
the Majority Lenders and shall have accepted such appointment within 30 days
after the retiring Agent's giving of notice of resignation or the Majority
Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf
of the Lenders, appoint a successor Agent, that shall be a financial institution
that has an office in New York, New York. Upon the acceptance of any appointment
as Agent hereunder by a successor Agent, such successor Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Agent, and the retiring Agent shall be discharged from its
duties and obligations hereunder. After any retiring Agent's resignation or
removal hereunder as Agent, the provisions of this Section 12 shall continue in
effect for its benefit in respect of any actions taken or omitted to be taken by
it while it was acting as the Agent. The Agent may at any time assign all of its
rights and obligations hereunder to any affiliate of the Agent by notice to the
Company and each Lender.

      12.09 CONSENTS UNDER OTHER BASIC DOCUMENTS. Except as otherwise provided
in Section 13.04 hereof with respect to this Agreement, the Agent may, with the
prior consent of the Majority Lenders (but not otherwise), consent to any
modification, supplement or waiver under any of the Basic Documents, PROVIDED
that, without the prior consent of each Lender, the Agent shall not (except as

<PAGE>
provided herein or in the Security Documents) release any collateral or
otherwise terminate any Lien under any Basic Document providing for collateral
security, or agree to additional obligations being secured by such collateral
security, except that no such consent shall be required, and the Agent is hereby
authorized, to release any Lien covering Property that is the subject of a
disposition of Property permitted hereunder or to which the Majority Lenders
have consented.


      Section 13. MISCELLANEOUS.

      13.01 WAIVER. No failure on the part of the Agent or any Lender to
exercise and no delay in exercising, and no course of dealing with respect to,
any right, power or privilege under this Agreement or any Note shall operate as
a waiver thereof, nor shall any single or partial exercise of any right, power
or privilege under this Agreement or any Note preclude any other or further
exercise thereof or the exercise of any other right, power or privilege. The
remedies provided herein are cumulative and not exclusive of any remedies
provided by law.

         Each Obligor irrevocably waives, to the fullest extent permitted by
applicable law, any claim that any action or proceeding commenced by the Agent
or any Lender relating in any way to this Agreement should be dismissed or
stayed by reason, or pending the resolution, of any action or proceeding
commenced by any Obligor relating in any way to this Agreement whether or not
commenced earlier. To the fullest extent permitted by applicable law, the
Obligors shall take all measures necessary for any such action or proceeding
commenced by the Agent or any Lender to proceed to judgment prior to the entry
of judgment in any such action or proceeding commenced by any Obligor.

      13.02 NOTICES. All notices, requests and other communications provided for
herein and under the Security Documents (including, without limitation, any
modifications of, or waivers, requests or consents under, this Agreement) shall
be given or made in writing (including, without limitation, by telex or
telecopy), delivered to the intended recipient at the "Address for Notices"
specified below its name on the signature pages hereof (below the name of the
Company, in the case of any Subsidiary Guarantor); or, as to any party, at such
other address as shall be designated by such party in a notice to each other
party. Except as otherwise provided in this Agreement, all such communications
shall be deemed to have been duly given when transmitted by telex or telecopier
or personally delivered or, in the case of a mailed notice, upon receipt, in
each case given or addressed as aforesaid.

      13.03 EXPENSES, ETC. The Company agrees to pay or reimburse each of the
Lenders and the Agent for: (a) all reasonable out-of-pocket costs and expenses
of the Agent (including, without limitation, the reasonable fees and expenses of
Mayer, Brown & Platt, special New York counsel to ING) in connection with (i)
the negotiation, preparation, execution and delivery of this Agreement and the
other Basic Documents and the extension of credit hereunder and (ii) the
negotiation or preparation of any modification, supplement or waiver of any of
the terms of this Agreement or any of the other Basic Documents (whether or not
consummated); (b) all reasonable out-of-pocket costs and expenses of the Lenders
and the Agent (including, without limitation, the reasonable fees and expenses
of legal counsel) in connection with (i) any Default and any enforcement or
collection proceedings resulting therefrom, including, without limitation, all
manner of participation in or other involvement with (x) bankruptcy, insolvency,
receivership, foreclosure, winding up or liquidation proceedings, (y) judicial
or regulatory proceedings and (z) workout, restructuring or other negotiations
or proceedings (whether or not the workout, restructuring or transaction
contemplated thereby is consummated) and (ii) the enforcement of this Section
13.03; and (c) all transfer, stamp, documentary or other similar taxes,
assessments or charges levied by any governmental or revenue authority in
respect of this Agreement or any of the other Basic Documents or any other
document referred to herein or therein and all costs, expenses, taxes,
assessments and other charges incurred in connection with any filing,
registration, recording or perfection of any security interest contemplated by
any Basic Document or any other document referred to therein.

<PAGE>
         The Company hereby agrees to indemnify the Agent and each Lender and
their respective directors, officers, employees, attorneys and agents from, and
hold each of them harmless against, any and all losses, liabilities, claims,
damages or expenses incurred by any of them (including, without limitation, any
and all losses, liabilities, claims, damages or expenses incurred by the Agent
to any Lender, whether or not the Agent or any Lender is a party thereto)
arising out of or by reason of any investigation or litigation or other
proceedings (including any threatened investigation or litigation or other
proceedings) relating to the Repurchase Transaction and the transactions
contemplated thereby, the extensions of credit hereunder or any actual or
proposed use by the Company or any of its Subsidiaries of the proceeds of any of
the extensions of credit hereunder, including, without limitation, the
reasonable fees and disbursements of counsel incurred in connection with any
such investigation or litigation or other proceedings (but excluding any such
losses, liabilities, claims, damages or expenses incurred by reason of the gross
negligence or willful misconduct of the Person to be indemnified). Without
limiting the generality of the foregoing, the Company will (x) indemnify the
Agent for any payments that the Agent is required to make under any indemnity
issued to any bank referred to in Section 4.02 of the Security Agreement to
which remittances in respect to Accounts, as defined therein, are to be made and
(y) indemnify the Agent and each Lender from, and hold the Agent and each Lender
harmless against, any losses, liabilities, claims, damages or expenses described
in the preceding sentence arising under any Environmental Law as a result of (i)
the past, present or future operations of the Company or any of its Subsidiaries
(or any predecessor in interest to the Company or any of its Subsidiaries), or
(ii) the past, present or future condition of any site or facility owned,
operated or leased at any time by the Company or any of its Subsidiaries (or any
such predecessor in interest), or (iii) any Release or threatened Release of any
Hazardous Materials at or from any such site or facility, including any such
Release or threatened Release that shall occur during any period when the Agent
or any Lender shall be in possession of any such site or facility following the
exercise by the Agent or any Lender of any of its rights and remedies hereunder
or under any of the Security Documents, PROVIDED THAT the Company shall not be
liable under this subclause (y) for any of the foregoing to the extent they
arise solely from the gross negligence or willful misconduct of the party to be
indemnified (or such party's employees or agents).

      13.04 AMENDMENTS, ETC. Except as otherwise expressly provided in this
Agreement, any provision of this Agreement may be modified or supplemented only
by an instrument in writing signed by the Company, the Agent and the Majority
Lenders, or by the Company and the Agent acting with the consent of the Majority
Lenders, and any provision of this Agreement may be waived by the Majority
Lenders or by the Agent acting with the consent of the Majority Lenders;
PROVIDED that: (a) no modification, supplement or waiver shall, unless by an
instrument signed by all of the Lenders or by the Agent acting with the consent
of all of the Lenders: (i) increase, or extend the term of any of the
Commitments, or extend the time or waive any requirement for the reduction or
termination of any of the Commitments, (ii) extend the date fixed for the
payment of principal of or interest on any Loan, the Reimbursement Obligations
or any fee hereunder, (iii) reduce the amount of any such payment of principal,
(iv) reduce the rate at which interest is payable thereon or any fee is payable
hereunder, (v) alter the rights or obligations of the Company to prepay Loans,
(vi) alter the terms of this Section 13.04, (vii) modify the definition of the
term "Majority Lenders," "Majority Revolving Credit Lenders," "Majority
Synthetic Lease A Lenders," "Majority Synthetic Lease B Lenders," "Majority
Synthetic Lease A and B Lenders," "Majority Synthetic Lease Lenders" or modify
in any other manner the number or percentage of the Lenders required to make any
determinations or waive any rights hereunder or to modify any provision hereof,
or (viii) waive any of the conditions precedent set forth in Section 7.01
hereof; (b) any modification or supplement of Section 7.02 hereof shall require
the consent of all of the Revolving Credit Lenders (and shall not require the
consent of any of the Synthetic Lease Loan Lenders); (c) any modification or
supplement of Section 12 hereof shall require the consent of the Agent; (d) any
modification or supplement of Section 6 hereof shall require the consent of each
Subsidiary Guarantor; and (e) any modification or supplement of Section 9 hereof
(other than Section 9.19 (Interest Rate Protection Agreements) or Section 9.22
(Use of Proceeds)), and any determination as to whether the events described in
clauses (i), (j), (l) or (m) of Section 11.01 hereof (ERISA matters,
environmental matters, matters related to Correctional and Detention Facility
Contracts and matters relating to Use Permits, respectively) have occurred,
shall require the consent of the holders of at least 51% of the sum of (a) the
Revolving Credit Commitments (or, after the termination of the Revolving Credit
Commitments, the outstanding principal amount of the Revolving Credit Loans),
(b) the Synthetic Lease Loan Commitments (or, after the

<PAGE>
termination thereof, the outstanding principal amount of Synthetic Lease Loans),
(c) the amount of the commitments to make B Loans (or, after the termination of
such commitments, the outstanding amounts thereof), and (d) the amount of the
commitment of the Lessor to make investments in Leased Property (or, after the
termination of such commitment, the outstanding amount thereof).

      13.05 SUCCESSORS AND ASSIGNS; OBLIGATIONS UNDER OPERATIVE DOCUMENTS.

            (a) This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and permitted assigns.

            (b) The Synthetic Lease Lenders acknowledge and agree that they
benefit from certain provisions of the Master Agreement and the other Operative
Documents, and each Synthetic Lease Lender hereby severally agrees to comply
with all of the obligations in the Master Agreement and the other Operative
Documents stated therein to be performed by it.

      13.06 ASSIGNMENTS AND PARTICIPATIONS.

      (a) No Obligor may assign any of its rights or obligations hereunder or
under the Notes without the prior consent of all of the Lenders and the Agent.

      (b) Each Lender may, with the consent of the Agent and (in the case of a
Revolving Credit Lender) the Letter of Credit Issuer, assign any of its Loans,
its Notes, its Letter of Credit Liabilities and its Commitments (and, in the
case of its outstanding Commitments, only with the consent of the Company which
consent shall not be unreasonably withheld); PROVIDED that (i) no such consent
by the Company or the Agent shall be required in the case of any assignment to
another Lender; (ii) any such partial assignment shall be in an amount at least
equal to $5,000,000; (iii) each such assignment by a Lender of its Loans, Letter
of Credit Liabilities or Commitment shall be made in such manner so that the
same portion of its Loans, Letter of Credit Liabilities and Commitment is
assigned to the respective assignee; and (iv) each such assignment by a
Synthetic Lease Loan Lender of all or any portion of its Synthetic Lease Loan
shall be made in such manner so that the same portion of its B Loan is assigned
to the respective assignee. Upon execution and delivery by the assignor and the
assignee to the Company and the Agent of an Assignment Agreement substantially
in the form of Exhibit E hereto pursuant to which such assignee agrees to become
a "Lender" hereunder (if not already a Lender) having the Commitment(s), Letter
of Credit Liabilities and Loans specified in such Assignment Agreement, and upon
consent thereto by the Company and the Agent, to the extent required above, the
assignee shall have, to the extent of such assignment (unless otherwise provided
in such assignment with the consent of the Company and the Agent), the
obligations, rights and benefits of a Lender hereunder holding the
Commitment(s), Letter of Credit Liabilities and Loans (or portion thereof)
assigned to it (in addition to the Commitment(s), Letter of Credit Liabilities
and Loans, if any, theretofore held by such assignee) and the assigning Lender
shall, to the extent of such assignment, be released from the Commitment(s) (or
portion(s) thereof) so assigned. Upon each such assignment, the assigning Lender
shall pay the Agent an assignment fee of $3,000.

      (c) A Lender may sell or agree to sell to one or more other Persons a
participation in all or any part of any Loans or Letter of Credit Interest held
by it, or in its Commitments, in which event each purchaser of a participation
(a "PARTICIPANT") shall be entitled to the rights and benefits of the provisions
of Section 9.01(k) hereof with respect to its participation in such Loans,
Letter of Credit Interest and Commitments as if (and the Company shall be
directly obligated to such Participant under such provisions as if) such
Participant were a "Lender" for purposes of said Section, but, except as
otherwise provided in Section 4.07(c) hereof, shall not have any other rights or
benefits under this Agreement or any Note or any other Basic Document (the
Participant's rights against such Lender in respect of such participation to be
those set forth in the agreements executed by such Lender in favor of the
Participant). All amounts payable by the Company to any Lender under Section 5
hereof in respect of Loans and Letter of Credit Interest held by it, and its
Commitments, shall be determined as if such Lender had not sold or agreed to
sell any participations in such Loans, Letter of

<PAGE>
Credit Interest and Commitments, and as if such Lender were funding each of such
Loan, Letter of Credit Interest and Commitments in the same way that it is
funding the portion of such Loan and Commitments in which no participations have
been sold. In no event shall a Lender that sells a participation agree with the
Participant to take or refrain from taking any action hereunder or under any
other Basic Document except that such Lender may agree with the Participant that
it will not, without the consent of the Participant, agree to (i) increase or
extend the term, or extend the time or waive any requirement for the reduction
or termination, of such Lender's related Commitment, (ii) extend the date fixed
for the payment of principal of or interest on the related Loan or Loans,
Reimbursement Obligations or any portion of any fee hereunder payable to the
Participant, (iii) reduce the amount of any such payment of principal, (iv)
reduce the rate at which interest is payable thereon, or any fee hereunder
payable to the Participant, to a level below the rate at which the Participant
is entitled to receive such interest or fee, (v) alter the rights or obligations
of the Company to prepay the related Loans or (vi) consent to any modification,
supplement or waiver hereof or of any of the other Basic Documents to the extent
that the same, under Section 12.10 or 13.04 hereof, requires the consent of each
Lender. 

      (d) In addition to the assignments and participations permitted under
the foregoing provisions of this Section 13.06, any Lender may (without notice
to the Company, the Agent or any other Lender and without payment of any fee)
(i) assign and pledge all or any portion of its Loans and its Notes to any
Federal Reserve Bank as collateral security pursuant to Regulation A and any
Operating Circular issued by such Federal Reserve Bank and (ii) assign all or
any portion of its rights under this Agreement and its Loans and its Notes to an
affiliate. No such assignment shall release the assigning Lender from its
obligations hereunder.

      (e) A Lender may furnish any information concerning the Company or any of
its Subsidiaries in the possession of such Lender from time to time to assignees
and participants (including prospective assignees and participants), subject,
however, to the provisions of Section 13.12 hereof.

      (f) Anything in this Section 13.06 to the contrary notwithstanding, no
Lender may assign or participate any interest in any Loan or Reimbursement
Obligation held by it hereunder to the Company or any of its Affiliates or
Subsidiaries without the prior consent of each Lender.

      13.07 SURVIVAL. The obligations of the Company under Sections 5.01, 5.05
and 13.03 hereof, the obligations of each Subsidiary Guarantor under Section
6.03 hereof, and the obligations of the Lenders under Section 12.05 hereof,
shall survive the repayment of the Loans and the Reimbursement Obligations and
the termination of the Commitments.

      13.08 CAPTIONS. The table of contents and captions and section headings
appearing herein are included solely for convenience of reference and are not
intended to affect the interpretation of any provision of this Agreement.

      13.09 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Agreement by signing
any such counterpart.

      13.10 GOVERNING LAW; SUBMISSION TO JURISDICTION. This Agreement and the
Notes shall be governed by, and construed in accordance with, the law of the
State of New York. Each Obligor hereby submits to the nonexclusive jurisdiction
of the United States District Court for the Southern District of New York and of
any New York state court sitting in New York City for the purposes of all legal
proceedings arising out of or relating to this Agreement or the transactions
contemplated hereby. Each Obligor irrevocably waives, to the fullest extent
permitted by applicable law, any objection that it may now or hereafter have to
the laying of the venue of any such proceeding brought in such a court and any
claim that any such proceeding brought in such a court has been brought in an
inconvenient forum.

<PAGE>
      13.11 WAIVER OF JURY TRIAL. EACH OF THE OBLIGORS, THE AGENT AND THE
LENDERS HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

      13.12 CONFIDENTIALITY. Each Lender and the Agent agrees (on behalf of
itself and each of its affiliates, directors, officers, employees and
representatives) to use reasonable precautions to keep confidential, in
accordance with their customary procedures for handling confidential information
of the same nature and in accordance with safe and sound banking practices, any
non-public information supplied to it by the Company pursuant to this Agreement,
PROVIDED that nothing herein shall limit the disclosure of any such information
(i) to the extent required by statute, rule, regulation or judicial process,
(ii) to counsel for any of the Lenders or the Agent, (iii) to bank examiners,
auditors or accountants, (iv) to the Agent or any other Lender, (v) in
connection with any litigation to which any one or more of the Lenders or the
Agent is a party relating to any of the Obligors or the transactions
contemplated hereby, (vi) to a subsidiary or affiliate of such Lender or (vii)
to any assignee or participant (or prospective assignee or participant) so long
as such assignee or participant (or prospective assignee or participant) first
executes and delivers to the respective Lender a Confidentiality Agreement
substantially in the form of Exhibit C hereto; PROVIDED, FURTHER, that in no
event shall any Lender or the Agent be obligated or required to return any
materials furnished by the Company.

<PAGE>
            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered as of the day and year first above written.


                           CORNELL CORRECTIONS, INC.


                           By /s/ BRIAN E. BERGERON
                           Title: CFO

                           Address for Notices:
                           Cornell Corrections, Inc.
                           1700 West Loop South
                           Suite 1500
                           Houston, Texas  77027

                           Attention: Mr. Brian Bergeron

                           Telecopier No.: (713) 623-9393

                           Telephone No.: (713) 623-0790

<PAGE>
                           SUBSIDIARY GUARANTORS

                           CORNELL CORRECTIONS MANAGEMENT, INC.


                           By /s/ BRIAN E. BERGERON
                              Title: CFO


                           CORNELL CORRECTIONS CONSULTING, INC.


                           By /s/ BRIAN E. BERGERON
                              Title: CFO


                           CORNELL CORRECTIONS OF
                           RHODE ISLAND, INC.


                           By /s/ BRIAN E. BERGERON
                              Title: CFO


                           THE CORNELL COX GROUP, L.P.

                           By  CORNELL CORRECTIONS OF NORTH AMERICA, INC.


                                        By BRIAN E. BERGERON
                                        Title: CFO


                           CORNELL CORRECTIONS OF NORTH AMERICA, INC.


                           By /s/ BRIAN E. BERGERON
                              Title: CFO


                           CORNELL CORRECTIONS OF TEXAS, INC.


                           By /s/ BRIAN E. BERGERON
                              Title: CFO

<PAGE>
                           CORNELL CORRECTIONS OF CALIFORNIA, INC.


                           By /s/ BRIAN E. BERGERON
                              Title: CFO


                           CORNELL CORRECTIONS OF ALASKA, INC.


                           By /s/ BRIAN E. BERGERON
                              Title: CFO


                           CORNELL CORRECTIONS OF OKLAHOMA, INC.


                           By /s/ BRIAN E. BERGERON
                              Title: CFO


                           INTERNATIONAL SELF HELP SERVICES, INC.


                           By /s/ BRIAN E. BERGERON
                              Title: CFO


                           WBP LEASING, INC.


                           By /s/ BRIAN E. BERGERON
                              Title: CFO


                           ABRAXAS GROUP, INC.


                           By /s/ KEVIN KELLY
                              Title: Assistant Secretary
<PAGE>
                           LESSOR

                           ATLANTIC FINANCIAL GROUP, LTD.

                           By: Atlantic Financial Managers, Inc.
                               its General Partner


                           By /s/ STEPHEN S. BROOKSHIRE
                              Title: PRESIDENT


                           Address for Notices:
                           Atlantic Financial Group, Ltd.
                           1000 Ballpark Way
                           Suite 304
                           Arlington, Texas 76011

                           Attn: Mr. Stephen S. Brookshire

                           Telecopier No.: (817) 265-0537

                           Telephone No.: (817) 265-1263

<PAGE>
                                       LENDERS


REVOLVING CREDIT COMMITMENT            ING (U.S.) CAPITAL CORPORATION
$15,000,000

SYNTHETIC LEASE LOAN COMMITMENT        By /s/ DAVID BALESTRERY
$17,000,000                              Title: VP


                                        Lending Office for all Loans:
                                        ING Capital
                                        135 East 57th Street
                                        New York, New York 10022-2101

                                        Address for Notices:
                                        ING Capital
                                        135 East 57th Street
                                        New York, New York 10022-2101

                                        Attention: Merchant Banking Group -- 
                                                   New York
                                        Mr. David Scopelliti
                                        Mr. David Balestrery

                                        Telecopier No.:  (212) 593-3362

                                        Telephone No.:  (212) 446-1955

<PAGE>
REVOLVING CREDIT COMMITMENT             BHF-BANK AKTIENGESELLSCHAFT
$15,000,000

SYNTHETIC LEASE LOAN COMMITMENT         By /s/ [ILLEGIBLE]
zero                                    Title:


                                        Lending Office for all Loans:
                                        BHF-Bank Aktiengesellschaft
                                        590 Madison Avenue
                                        New York, New York 10022-2540  

                                        Address for Notices:
                                        BHF-Bank Aktiengesellschaft
                                        590 Madison Avenue
                                        New York, New York 10022-2540

                                        Attention: Paul Travers

                                        Telecopier No.:  (212) 756-5536

                                        Telephone No.:  (212) 756-5570

<PAGE>
REVOLVING CREDIT COMMITMENT             COMERICA BANK - TEXAS
$15,000,000

SYNTHETIC LEASE LOAN COMMITMENT         By /s/ ERIC LUNDQUIST
zero                                      Title: VICE PRESIDENT


                                         Lending Office for all Loans:

                                         Address for Notices:
                                         Comerica Bank - Texas
                                         One Shell Plaza
                                         910 Louisiana Street
                                         4th Floor
                                         Houston, Texas 77002

                                         Attn: Mr. Eric Lundquist

                                         Telecopier No.: (713) 220-5651

                                         Telephone No.: (713) 220-5604

<PAGE>
REVOLVING CREDIT COMMITMENT             BANK AUSTRIA CREDITANSTALT CORPORATE 
$15,000,000                               FINANCE, INC.


SYNTHETIC LEASE LOAN COMMITMENT         By /s/ [ILLEGIBLE]
zero                                      Title: Vice President


                                        By /s/ [ILLEGIBLE]
                                          Title: Executive Vice President



                                        Lending Office for all Loans:
                                        Bank Austria Creditanstalt Corporate 
                                          Finance, Inc.
                                        Two Ravinia Drive, Suite 1680
                                        Atlanta, Georgia 30346

                                        Address for Notices:
                                        Bank Austria Creditanstalt Corporate 
                                          Finance, Inc.
                                        Two Ravinia Drive, Suite 1680
                                        Atlanta, Georgia 30346

                                        Attention: Pat Kennedy

                                        Telecopier No.:  (770) 390-1851

                                        Telephone No.:  (770) 390-1850

                                        with a copy to:

                                        Troutman Sanders
                                        600 Peachtree Street N.W., Suite 5200
                                        Atlanta, Georgia 30308

                                        Attention: Hazen Dempster

                                        Telecopier No.:  (404) 885-3947

                                        Telephone No.:  (404) 885-3000


<PAGE>
REVOLVING CREDIT COMMITMENT             SUNTRUST BANK, ATLANTA
zero

SYNTHETIC LEASE LOAN COMMITMENT         By /s/ STEVEN J. NEWBY   
$17,000,000                               Title: Corporate Banking Officer



                                        By /s/ JOHN A. FIELDS, JR.
                                          Title: FIRST VICE PRESIDENT

                                        Lending Office for all Loans:
                                        SunTrust Bank, Atlanta
                                        25 Park Place Drive
                                        Mail Code 120
                                        Atlanta, Georgia 30303

                                        Address for Notices:
                                        SunTrust Bank, Atlanta
                                        25 Park Place Drive
                                        Mail Code 120
                                        Atlanta, Georgia 30303

                                        Attention: R. Todd Shutley
                                              Steve Newby

                                        Telecopier No.:  (404) 827-6270

                                        Telephone No.:  (404) 658-4916

<PAGE>
                                    ING (U.S.) CAPITAL CORPORATION,
                                      as Agent


                                   By /s/ DAVID BALESTRERY
                                     Title: VP

                                   Address for Notices to
                                   ING as Agent:

                                   ING Capital
                                   135 East 57th Street
                                   New York, New York 10022-2101

                                   Attention: Merchant Banking Group -- New York
                                   Mr. David Scopelliti
                                   Mr. David Balestrery

                                   Telecopier No.:  (212) 593-3362

                                   Telephone No.:  (212) 409-1955