<PAGE>
                                                                    Exhibit 10.1

                  AMENDMENT AGREEMENT NO. 5 TO CREDIT AGREEMENT

      THIS AMENDMENT AGREEMENT NO. 5 TO CREDIT AGREEMENT ("Amendment Agreement")
is made and entered into this 10th day of April, 2003, by and among CPT
OPERATING PARTNERSHIP L.P., a Delaware limited partnership (the "Borrower"),
CORRECTIONAL PROPERTIES TRUST, a Maryland real estate investment trust ("CPV"),
BANK OF AMERICA, N.A., as successor in interest to NationsBank, National
Association (the "Agent"), as Agent for the lenders (the "Lenders") party to a
Credit Agreement dated October 2, 1998 among such Lenders, Borrower, CPV and the
Agent, as amended by Amendment Agreement No. 1 to Credit Agreement dated as of
March 10, 2000, Amendment Agreement No. 2 to the Credit Agreement dated as of
March 16, 2001, Amendment Agreement No. 3 to the Credit Agreement dated as of
March 16, 2001 and Amendment Agreement No. 4 to the Credit Agreement dated as of
June 22, 2001 (collectively, the "Agreement").

                              W I T N E S S E T H:

      WHEREAS, the Borrower, CPV, the Agent and the Lenders have entered into
the Agreement pursuant to which the Lenders have agreed to make Revolving Loans
to the Borrower in the principal amount of $110,000,000 as evidenced by the
Notes (as defined in the Agreement); and

      WHEREAS, the Borrower desires to purchase from Community Corrections
Corporation ("CCC") a correctional and detention facility known as Delaney Hall,
located in Newark, New Jersey, and to lease such facility to CCC on the terms
and conditions described in Exhibit A hereto (the "Delaney Hall Transaction")
and has requested that the Lenders approve the Delaney Hall Transaction; and

      WHEREAS, the Borrower has requested that the Agreement be amended in the
manner herein set forth effective as of the date hereof;

      NOW, THEREFORE, the parties hereto do hereby agree as follows:

      1. Definitions. The term "Agreement" as used herein and in the Loan
Documents (as defined in the Agreement) shall mean the Agreement as hereby
amended and modified. Unless the context otherwise requires, all terms used
herein without definition shall have the definition provided therefor in the
Agreement.

      2. Amendment to Section 1.1 of the Agreement. Subject to the terms and
conditions hereof, Section 1.1 of the Agreement is hereby amended to add new
definitions in appropriate alphabetical order for "CCC", "Cash Collateral
Account" and "Delaney Hall Property" and to amend and restate in their entirety
the definitions of "Eligible Property" and "Mortgage", to read as follows:

            "CCC" means Community Corrections Corporation, a Delaware
      corporation.

            "Cash Collateral Account" means a blocked account held by the Agent,
      from which the Borrower shall not be permitted to withdraw any funds
      except as provided in
<PAGE>
      Section 4.5 and upon which the Agent shall have a Lien for the benefit of
      itself and the Lenders.

            "Delaney Hall Property" means that certain correctional and
      detentional facility known as Delaney Hall and located at 451-479 Doremus
      Avenue, Newark, New Jersey.

            "Eligible Property" means, as of any date of determination, any
      Qualifying Property, including the real property upon which it is
      situated, in which the Borrower or any Guarantor has a fee simple interest
      or a leasehold interest for a term exceeding that of the related Security
      Lease, and which, as evidenced in an Eligible Property Compliance
      Certificate, is:

                  (a)   located in the United States or one of its territories;
                        and

                  (b)   unencumbered by any Liens, encumbrances, easements,
                        restrictions or other matters of record except for
                        Permitted Encumbrances and the related Security Lease;
                        and

                  (c)   free of structural defects and has passed a structural
                        inspection by an architect or engineer engaged by the
                        Agent, the results of which have been detailed in
                        writing and are satisfactory to the Agent in its
                        reasonable discretion; and

                  (d)   in compliance with all Environmental Laws as evidenced
                        by a Phase I environmental assessment (and, if required
                        or recommended by the results of the Phase I
                        environmental assessment, a Phase II environmental
                        assessment) in form and substance satisfactory to the
                        Agent, addressed to the Agent, and (i) dated not earlier
                        than six months prior to the date of such Eligible
                        Property Compliance Certificate or (ii) supplemented by
                        a "bring-down" letter dated not earlier than six months
                        prior to the date of such Eligible Property Compliance
                        Certificate if such environmental assessment is dated an
                        earlier date; and

                  (e)   subject to a Security Lease containing terms and
                        provisions acceptable to the Agent; and

                  (f)   in full compliance with the terms and conditions
                        contained in the related Security Lease, which Security
                        Lease is with a Lease Party; and

                  (g)   in full compliance with the material terms and
                        conditions contained in the management or operating
                        agreement, if any, relating to such facility, between
                        such Lease Party and the related Contract Party;
                        provided, however, that in the case of the Delaney Hall
                        Property only, full compliance by all parties with the
                        material terms and conditions contained in both (i) the
                        Support Services Provider Agreement between CCC and
                        Education & Health


                                       2
<PAGE>
                        Centers of America, Inc. ("Education") dated August 7,
                        1996, as amended, and (ii) the management or operating
                        agreement between Education and the related Contract
                        Party shall satisfy the requirements of this subsection
                        (g); or

                  (h) otherwise acceptable to the Required Lenders in their sole
            and absolute discretion.

            "Mortgage" means, collectively, each of the instruments entitled
      Credit Line Deed of Trust, Mortgage, Open-End Mortgage, Deed of Trust,
      Deed to Secure Debt, Leasehold Mortgage, Open-End Leasehold Mortgage,
      Leasehold Deed of Trust, Leasehold Deed to Secure Debt, Security
      Agreement, Fixture Filing, Assignment of Leases and Rents and Financing
      Statement in substantially the form of Exhibit K-1, in the case of a lease
      to Wackenhut or a subsidiary of Wackenhut, or Exhibit K-2 in all other
      cases, and such other mortgages, deeds of trust and deeds to secure debt
      executed by the Borrower, CPV, or any other Guarantor granting a Lien to
      the Agent (or a trustee for the benefit of the Agent) for the benefit of
      the Lenders in the Pledged Properties, or other Qualifying Property if
      such mortgage is being delivered pursuant to Section 4.5, as such
      documents may be amended, modified, supplemented or restated from time to
      time.

      3. Amendment to Section 2.13(b) of the Agreement. Subject to the terms and
conditions hereof, Section 2.13(b) of the Agreement is hereby amended and
restated in its entirety to read as follows:

            (b) The Borrower shall make, or shall cause each applicable
      Guarantor, to make, a payment from the Net Proceeds from each private or
      public offering of the equity securities of the Borrower or such
      Guarantor, to the extent that such Net Proceeds are not deposited in a
      Cash Collateral Account and used as described in Section 4.5, in an amount
      equal to 100% of such Net Proceeds, each such payment to be made within
      ten Business Days of receipt of such Net Proceeds and upon not less than
      three Business Days' written notice to the Agent, which notice shall
      include a certificate of an Authorized Representative setting forth in
      reasonable detail the calculations used in computing the amount of such
      payment.

      4. Amendment to Article IV of the Agreement. Subject to the terms and
conditions hereof, Article IV of the Credit Agreement is hereby amended to add a
new Section 4.5 to read as follows:

            4.5 Pledging of Qualifying Properties from Net Proceeds of Equity
            Offering. Upon the issuance of any equity securities by the
            Borrower, the Net Proceeds of which are not used to prepay Revolving
            Loans as provided in Section 2.13(b), the Borrower shall deposit
            such Net Proceeds into a Cash Collateral Account. Such Net Proceeds
            may not be withdrawn or released from such Cash Collateral Account
            unless the Borrower shall deliver to the Agent (i) evidence
            satisfactory to it that such Net Proceeds are being used to purchase
            one or more Qualifying Properties, and with respect to each such
            Qualifying Property so purchased (ii) a an executed and recorded
            Mortgage, (iii) a title insurance commitment (followed


                                       3
<PAGE>
            by a final policy) for an ALTA Lender's title policy insuring fee
            simple title in such Qualifying Property and reflecting a first
            priority Lien vested in the Agent; (iv) to the extent available, an
            appraisal, (v) to the extent available, a Phase I environmental
            assessment, and (vi) a certificate as to federally designated flood
            zones. Notwithstanding that any such Qualifying Property may be an
            Eligible Property, such Qualifying Property so pledged to the Agent
            shall not be included in the Pledge Pool unless the conditions set
            forth in Section 4.4 are satisfied with respect to such Qualifying
            Property. In the event that Net Proceeds deposited into a Cash
            Collateral Account pursuant to this Section 4.5 are not used prior
            to the Revolving Credit Termination Date, such Net Proceeds
            remaining on deposit shall be applied first to the payment of any
            outstanding Obligations and then any balance remaining shall be paid
            to the Borrower.

      5. Amendment of Section 9.24 of the Agreement. Subject to the terms and
conditions hereof, Section 9.24 of the Agreement is amended to change the
percentage in line 4 thereof from 75% to 60%.

      6. Amendment of Section 10.2 of the Agreement. Subject to the terms and
conditions hereof, Section 10.2 of the Agreement is hereby amended to restate
the parenthetical phrase in lines 2 and 4 thereof to read as follows: "(other
than the Acquisition of an Eligible Property or a Qualifying Property that is
mortgaged to the Agent pursuant to Section 4.5)".

      7. Amendment to Exhibit L to the Agreement. Subject to the terms and
conditions hereof, Exhibit L to the Agreement is hereby amended and restated in
its entirety as set forth in Exhibit C hereto.

      8. Representations and Warranties. The Borrower and CPV hereby certify
that:

            (a) The representations and warranties made by Borrower and CPV in
      Article VIII of the Agreement and Exhibit B to this Amendment Agreement
      are true on and as of the date hereof except that the financial statements
      referred to in Section 8.6(a) shall be those most recently furnished to
      each Lender pursuant to Section 9.1(a) and (b);

            (b) There has been no material change in the condition, financial or
      otherwise, of CPV, and its Subsidiaries since the date of the most recent
      financial reports of CPV received by each Lender under Section 9.1 of the
      Agreement, other than changes in the ordinary course of business, none of
      which has been a material adverse change;

            (c) The business and properties of CPV and its Subsidiaries are not,
      and since the date of the most recent financial report of CPV and its
      Subsidiaries received by each Lender under Section 9.1 of the Agreement
      have not been, adversely affected in any substantial way as the result of
      any fire, explosion, earthquake, accident, strike, lockout, combination of
      workers, flood, embargo, riot, activities of armed forces, war or acts of
      God or the public enemy, or cancellation or loss of any major contracts;

            (d) No event has occurred and no condition exists which, upon the
      consummation of the transaction contemplated hereby, constituted a Default
      or an Event


                                       4
<PAGE>
      of Default on the part of the Borrower under the Agreement or the Notes
      either immediately or with the lapse of time or the giving of notice, or
      both; and

            (e) The Appraised Value of the Delaney Hall Property does not exceed
      20% of Consolidated Total Value, on a pro forma basis including the
      Delaney Hall Property, and (ii) the approval of CCC as a Lease Party will
      not result in the aggregate Appraised Value of all Pledged Properties that
      are leased to Persons other than Pre-Approved Lessees exceeding 50% of
      Consolidated Total Value, on a pro forma basis including the Delaney Hall
      Property.

      9. Conditions. As a condition to the effectiveness of this Amendment
Agreement, the Borrower and CPV shall deliver, or cause to be delivered to the
Agent, the following:

            (a)   evidence of the consummation of the Delaney Hall Transaction
                  for an aggregate purchase price not in excess of $22,000,000;

            (b)   eleven (11) executed counterparts of this Amendment Agreement;

            (c)   a resolution of the Borrower authorizing the execution of this
                  Amendment Agreement;

            (d)   an amendment fee payable to each Lender consenting hereto in
                  an amount equal to .05% of its Revolving Credit Commitment
                  (per the terms of the Agent's March 27, 2003 letter to the
                  Lenders); and

            (e)   payment of all fees stipulated in the fee letter dated March
                  28, 2003 with Bank of America, N.A. in connection with the
                  negotiation of this Amendment Agreement.

      10. Approval of Delaney Hall Transaction and Waiver of Default of Lien
Covenant and Appraisal Requirement. Subject to the terms and conditions hereof,
and based upon the representations of the Borrower set forth in Exhibit B
hereto, the Lenders hereby approve and consent to the Delaney Hall Transaction
on the terms and conditions set forth in Exhibit A hereto, including
specifically but not with limitation, (i) the approval of CCC as a Lease Party
with respect to the Delaney Hall Property, (ii) the grant by CCC to the Comerica
Bank, N.A., as agent, of a leasehold mortgage encumbering the Security Lease
relating to the Delaney Hall Property and (iii) the delivery by the Borrower to
the Agent of an Appraisal relating to the Delaney Hall Property that is dated
more than six months prior to the date of such delivery, notwithstanding the
requirements of Schedule 4.4 of the Agreement.

      11. Other Documents. All instruments and documents incident to the
consummation of the transactions contemplated hereby shall be satisfactory in
form and substance to the Agent and its counsel; the Agent shall have received
copies of all additional agreements, instruments and documents which it may
reasonably request in connection therewith, including evidence of the authority
of CPV and the Borrower to enter into the transactions contemplated by this
Amendment Agreement, in each case such documents, when appropriate, to be
certified by appropriate corporate or governmental authorities; and all
proceedings of CPV and the Borrower relating to the matters provided for herein
shall be satisfactory to the Agent and its counsel.


                                       5
<PAGE>
      12. Entire Agreement. This Amendment Agreement sets forth the entire
understanding and agreement of the parties hereto in relation to the subject
matter hereof and supersedes any prior negotiations and agreements among the
parties relative to such subject matter. No promise, conditions, representation
or warranty, express or implied, not herein set forth shall bind any party
hereto, and no one of them has relied on any such promise, condition,
representation or warranty. Each of the parties hereto acknowledges that, except
as in this Amendment Agreement or otherwise expressly stated, no
representations, warranties or commitments, express or implied, have been made
by any other party to the other. None of the terms or conditions of this
Amendment Agreement may be changed, modified, waived or canceled orally or
otherwise, except as provided in the Agreement.

      13. Full Force and Effect of Agreement. Except as hereby specifically
amended, modified or supplemented, the Agreement and all of the other Loan
Documents are hereby confirmed and ratified in all respects and shall remain in
full force and effect according to their respective terms.


                 [Remainder of page intentionally left blank.]


                                       6
<PAGE>
      IN WITNESS WHEREOF, the parties hereto have caused this Amendment
Agreement to be duly executed by their duly authorized officers, all as of the
day and year first above written.


                                        CPT OPERATING PARTNERSHIP L.P.
WITNESS:


-----------------------------------     By:  Correctional Properties Trust,
                                             General Partner

-----------------------------------          By:
                                                --------------------------------
                                             Name: Charles R. Jones
                                             Title: President and CEO



                                        CORRECTIONAL PROPERTIES TRUST

WITNESS:

                                        By:
-----------------------------------          -----------------------------------
                                        Name: Charles R. Jones
                                        Title: President and CEO
-----------------------------------


                                        BANK OF AMERICA, N.A.
                                        as Agent

                                        By:
                                             -----------------------------------
                                        Name:
                                        Title:


                                        BANK OF AMERICA, N.A.
                                        As Lender

                                        By:
                                             -----------------------------------
                                        Name: Robert Mauriello
                                        Title: Principal


                                       7
<PAGE>
                                        THE BANK OF NOVA SCOTIA

                                        By:
                                             -----------------------------------
                                        Name: Mark Sparrow
                                        Title:


                                        WACHOVIA BANK, NATIONAL ASSOCIATION

                                        By:
                                             -----------------------------------
                                        Name: Elizabeth Witherspoon
                                        Title: Vice President


                                        PNC BANK, N.A.
                                        By:
                                             -----------------------------------
                                        Name: Richard Seymour
                                        Title:


                                        SOUTHTRUST BANK, NATIONAL

                                        ASSOCIATION

                                        By:
                                             -----------------------------------
                                        Name: D. Guy Guenthner
                                        Title: Senior Vice President


                                        SUNTRUST BANK, N.A.

                                        By:
                                             -----------------------------------
                                        Name: William H. Crawford
                                        Title: Vice President


                                        BANKATLANTIC

                                        By:
                                             -----------------------------------
                                        Name: Jeffrey Bilus
                                        Title: Senior Vice President


                                       8
<PAGE>
                                        BANK ONE, OKLAHOMA, N.A.



                                        By:
                                             -----------------------------------
                                        Name: Sue Reising
                                        Title:


                                        BAYERISCHE HYPO-UND VEREINSBANK AG,
                                        New York Branch as Successor in merger
                                        with BANK AUSTRIA CREDITANSTALT
                                        CORPORATE FINANCE, INC.

                                        By:
                                             -----------------------------------
                                        Name: Meggan Walsh
                                        Title: Managing Director


                                        By:
                                             -----------------------------------
                                        Name: Anthony Mugno
                                        Title:  Director


                                       9
<PAGE>
                                    EXHIBIT A

                            Delaney Hall Transaction

      The Borrower will purchase from Community Corrections Corporation, a
Delaware corporation ("CCC") and its affiliate Community Corrections Urban
Renewal Corporation, for a total purchase price not in excess of $22,000,000, a
correctional and detention facility known as Delaney Hall and located at 451-479
Doremus Avenue, Newark, New Jersey (the "Delaney Hall Property"). The Borrower
will lease the Delaney Hall Property to CCC pursuant to a Lease (such Lease
being the "Security Lease"). CCC will operate the facility on behalf of
Education and Health Centers of America, Inc., a New Jersey non-profit
corporation ("E&H"), pursuant to a Support Services Provider Agreement dated as
of August 7, 1996, as amended March, 2001 (the "Support Agreement"), in order
for E&H to fulfill its obligations under certain management and operating
agreements under which CCC is currently housing residents for the County of
Essex, New Jersey, the County of Union, New Jersey and the New Jersey Department
of Corrections (the "Governmental Agencies") (such managing and operating
agreements between E&H and such Governmental Agencies being collectively, the
"Management Agreements"). Under the terms of the Credit Agreement, in order for
the Delaney Hall Property to be an Eligible Property, the Management Agreements
must be between a Lease Party (which, in the case of the Delaney Hall Property,
would be CCC) and a Contract Party (which, in the case of Delaney Hall Property,
would be the Governmental Agencies). As indicated above, the Management
Agreements are between E&H and such Governmental Agencies. The Management
Agreements will not be assigned to the Agent as collateral for the benefit of
the Lenders.

      The Borrower will enter into an "Agreement, Acknowledgement and Consent to
Leasehold Mortgage for Community Corrections," pursuant to which the Borrower
will approve the grant by CCC to Comerica Bank, N.A., as agent for a lender
group, of a leasehold mortgage encumbering CCC's interest in the Security Lease
relating to the Delaney Hall Property, among other things.

      The Appraisal relating to the Delaney Hall Property is dated June 3, 2002,
which date is more than six months prior to the date of delivery thereof to the
Agent as required by Schedule 4.4 of the Credit Agreement.

      With respect to the Delaney Hall Transaction, in establishing or
maintaining compliance with the requirements of section G of the Eligible
Property Compliance Certificate, replacements to or substitutions for the
Management Agreements described above shall be permitted so long as (i) one or
more management and operating agreements are in effect between E&H and one or
more Governmental Authority (as defined in the Agreement) for the Delaney Hall
Property, and (ii) the occupancy rate of the Delaney Hall Property does not fall
below 70% for more than two consecutive months.


                                      A-1
<PAGE>
                                    EXHIBIT B

            Borrower's Representations as to Delaney Hall Transaction

      Under New Jersey law, public entities that contract with third party
correctional facility service providers may only contract with such providers
that are non-profit entities; however, such non-profit service providers may
subcontract for specific services (housing, supervision, food service, medial
care services, etc.) with related and unrelated for-profit entities.
Accordingly, the Governmental Agencies cannot contract directly with CCC, but
may contract with E&H, which is a non-profit entity, which may then subcontract
with CCC. The Support Agreement described in Exhibit A between CCC and E&H is a
permitted subcontract under the Management Agreements between E&H and the
Governmental Agencies described in Exhibit A. The Management Agreements may not
be assigned to the Agent as collateral for the benefit of the Lenders because
under the terms of the Management Agreements and New Jersey law, the
Governmental Agencies must agree to and approve any substitute service provider,
which must be a non-profit entity. However, the Security Lease between CCC and
the Borrower includes specific provisions that set forth how and when the
Borrower and its lenders may exercise certain rights of E&H and/or CCC to
negotiate with the Governmental Agencies and enter into new or substitute
Management Agreements or a Support Agreement to replace E&H and/or CCC in the
event of a default by CCC and/or E&H under the Security Lease, the Support
Agreement and/or the Management Agreements.

      CCC's lender group under a proposed syndicated credit facility has
required that CCC grant a mortgage encumbering its leasehold interest in the
Delaney Hall Property to Comerica Bank, N.A., as its agent ("Comerica"), to
secure CCC's obligations under such facility. In connection with such facility,
Comerica has requested that the Borrower enter into that certain "Agreement,
Acknowledgement and Consent to Leasehold Mortgage for Community Corrections",
pursuant to which the Borrower will, among other things, approve the grant by
CCC to Comerica of a leasehold mortgage encumbering CCC's interest in the
Security Lease relating to the Delaney Hall Property.


                                      B-1
<PAGE>
                                    EXHIBIT C

                                    Exhibit L

                    Eligible Property Compliance Certificate

Bank of America, N.A.,
    as Agent
Independence Center, 15th Floor
NC1-001-15-04
Charlotte, North Carolina  28255
Attention: Agency Services
Telefacsimile:  (704) 386-9923

Bank of America, N.A.,
    as Agent
NC1-007-17-15
100 North Tryon Street, 17th Floor
Charlotte, NC 28255
Telefacsimile:  (704) 388-0960

      Reference is hereby made to the Credit Agreement dated as of October 2,
1998 (the "Agreement") among CPT Operating Partnership L.P., a Delaware limited
partnership (the "Borrower"), Correctional Properties Trust, a Maryland real
estate investment trust, the Lenders (as defined in the Agreement) and Bank of
America, N.A., as Agent for the Lenders ("Agent"). Capitalized terms used but
not otherwise defined herein shall have the respective meanings therefor set
forth in the Agreement. The undersigned, a duly authorized and acting Authorized
Representative, hereby certifies to you as follows with respect to that certain
real property and the improvements located thereon commonly known as
__________________ (the "___________ Facility":

      [The ____________ Facility qualifies as an Eligible Property by satisfying
the requirements of items (a) through (g) of the definition thereof as follows:

      A.    The ____________ Facility is located in ______________ [must be
            within the United States or one of its territories]

      B.    As evidenced by the title report attached hereto as Exhibit A, the
            _________ Facility is unencumbered by any Liens, encumbrances,
            easements, restriction or other matters of record except for
            Permitted Encumbrances and the related Security Lease.

      C.    Attached hereto as Exhibit B is a structural inspection report
            performed by ___________, which evidences that the ___________
            Facility is free from structural defects.

      D.    Attached hereto as Exhibit C is a Phase I environmental assessment
            dated not earlier than six months prior to the date hereof (and if
            required or recommended by the results of such Phase I environmental
            assessment, a Phase II environmental assessment).


                                      C-1
<PAGE>
      E.    Attached hereto as Exhibit D is the Security Lease relating to the
            ________ Facility, with which the Borrower is in full compliance.

      F.    The Lease Party to the Security Lease is [Wackenhut Corrections
            Corporation][a Governmental Authority whose unsecured long-term
            Indebtedness is rated A or better by S&P and Moody's][__[other
            entity approved by the Agent (or, in the case of the Delaney Hall
            Property only, CCC)]___].

      G.    Attached hereto as Exhibit E is the operating or management
            agreement relating to the _________ Facility, under which the Lease
            Party is in full compliance; [in the case of the Delaney Hall
            Property only, attached hereto, as Exhibits E and F are (i) the
            Support Services Provider Agreement between CCC and Education &
            Health Centers of America, Inc. ("Education") dated August 7, 1996,
            as amended, and (ii) the management or operating agreement between
            Education and the related Contract Party, under which all parties
            thereto are in full compliance]

      [The _________ Facility qualifies as an Eligible Property under item (h)
of the definition thereof and [add listing of other items required by the
Required Lenders under (h)].

      IN WITNESS WHEREOF, I have executed this Certificate this _____ day of
__________, _____.

                                        By:
                                             -----------------------------------
                                        Authorized Representative


                                        Name:
                                              ----------------------------------

                                        Title:
                                               ---------------------------------


                                      C-2