exv10w1






Exhibit 10.1




EXECUTION COUNTERPART




AMENDMENT NO. 7




          AMENDMENT NO. 7 dated as of December 4, 2009 among THE GEO GROUP, INC., a Florida corporation,
as borrower (the “Borrower”), its Subsidiaries listed on the signature pages hereto, as
guarantors (the “Guarantors”) and BNP PARIBAS, in its capacity as Administrative Agent
under the Credit Agreement referred to below (together with its permitted successors, the
“Administrative Agent”).




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




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




          Section 1. Definitions. Except as otherwise defined or amended and restated in this
Amendment No. 7, terms defined in the Credit Agreement are used herein as defined therein.




          Section 2. Amendments. Subject to the satisfaction of the condition precedent
specified in Section 3 below, but effective as of the date hereof, the Credit Agreement shall be
amended as follows:




          2.01. References Generally. References in the Credit Agreement (including references
to the Credit Agreement as amended hereby) to “this Agreement” (and indirect references such as
“hereunder”, “hereby”, “herein” and “hereof”) shall be deemed to be references to the Credit
Agreement as amended hereby.




          2.02. Definitions. Section 1.1 of the Credit Agreement shall be amended
by:




          (a) Amending and restating the definition of “Adjusted EBITDA” as follows:





     “Adjusted EBITDA” means, for any period, (a) if operating income less
Non-Recourse Debt Service of all Unrestricted Subsidiaries for such period is less than or
equal to 15% of the operating income less Non-Recourse Debt Service of the Borrower and its
Subsidiaries for such period, in each case calculated on a consolidated basis, EBITDA for
such period calculated as if the references in the definition of “EBITDA” and “Net Income”
to Restricted Subsidiaries instead referred to all Subsidiaries and without giving effect to
clause (c) in the definition of “Net Income” (“Modified EBITDA”) and (b) if the
operating income less Non-Recourse Debt Service of all Unrestricted Subsidiaries for such
period is greater than 15% of the operating income less Non-Recourse Debt Service of the
Borrower and its Subsidiaries for such period, in each case calculated on a consolidated
basis, EBITDA.




     (b) Amending the definition of EBITDA by adding “(other than Non-Recourse Debt Service
of Australasian Correctional Investment Pty Ltd)” after “(2) Non-Recourse Debt Service”.









 



- 2 -

(c) Amending clause (b) of the definition of “Net Income” by adding “and except to the extent
included pursuant to Section 14.9 hereof” after “except to the extent included pursuant to the
foregoing clause (a)”.



(d) Amending and restating the definition of “Non-Recourse Debt Service” as follows:





     “Non-Recourse Debt Service” means, with respect to any Person, for any period,
the sum of (a) the net interest expense of such Person with respect to Non-Recourse Project
Financing Indebtedness determined for such period, without duplication, in accordance with
GAAP and (b) the scheduled principal payments required to be made during such period by such
Person with respect to Non-Recourse Project Financing Indebtedness.



          Section 3. Conditions Precedent. The amendments set forth in Section 2 hereof shall
become effective, as of the date hereof, upon the receipt by the Administrative Agent of
counterparts of this Amendment No. 7 executed by the Borrower, the Guarantors and the
Administrative Agent together with authorizations to execute this Amendment No. 7 from the
requisite Lenders.




          Section 4. Security Documents. The Borrower and the Guarantors hereby ratify and
confirm the respective Guaranty Obligations and Liens granted by them under the Security Documents
in favor of the Secured Parties.




          Section 5. Miscellaneous. Except as herein provided, the Credit Agreement shall remain
unchanged and in full force and effect. This Amendment No. 7 may be executed in any number of
counterparts, all of which taken together shall constitute one and the same amendatory instrument
and any of the parties hereto may execute this Amendment No. 7 by signing any such counterpart.
This Amendment No. 7 shall be governed by, and construed in accordance with, the law of the State
of New York.




[Signature pages to follow]















 





          IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 7 to the Credit
Agreement to be duly executed and delivered as of the day and year first above written.




	 	 	 	 	 
	 	THE GEO GROUP, INC. (formerly known as Wackenhut Corrections Corporation), as Borrower

 	 
	 	By:  	 	/s/  Brian R. Evans
 	 
	 	 	Name:  	BRIAN R. EVANS 	 
	 	 	Title:  	Sr. VP & CFO

The GEO Group, Inc. 	 
	 
	 	CORRECTIONAL SERVICES CORPORATION, as Guarantor

 	 
	 	By:  	/s/  Brian R. Evans
 	 
	 	Name:  	BRIAN R. EVANS 	 
	 	Title:  	VP & Treasurer
Correctional Services Corp. 	 
	 
	 	GEO HOLDINGS I, INC., as Guarantor

 	 
	 	By:  	/s/  Brian R. Evans
 	 
	 	Name:  	BRIAN R. EVANS 	 
	 	Title:  	VP, Finance
GEO Holdings I, Inc. 	 
	 
	 	GEO ACQUISITION II, INC., as Guarantor

 	 
	 	By:  	/s/  Brian R. Evans
 	 
	 	Name:  	BRIAN R. EVANS 	 
	 	Title:  	VP, Finance
GEO Acquisition II,  Inc. 	 
	 
	 	GEO CARE, INC. (formerly known as Atlantic Shores Healthcare, Inc.), as Guarantor

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

 	 
	 	By:  	/s/  Brian R. Evans
 	 
	 	Name:  	BRIAN R. EVANS 	 
	 	Title:  	SVP & Treasurer
GEO RE Holdings LLC 	 
	 



[Signature pages continue]




Amendment No. 7

















 





	 	 	 	 	 	 	 
	 	 	CPT OPERATING PARTNERSHIP, L.P., as Guarantor
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Brian R. Evans
 

BRIAN R. EVANS
	 	 
	 

	 	Title:
	 	VP, Finance	 	 
	 

	 	 	 	CPT Operating Partnership L.P.	 	 
	 
	 	 	 	 	 	 
	 	 	CPT LIMITED PARTNER, LLC, as Guarantor
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Brian R. Evans
 

BRIAN R. EVANS
	 	 
	 

	 	Title:
	 	CPT Limited Partner, LLC	 	 
	 

	 	 	 	VP, Finance	 	 
	 
	 	 	 	 	 	 
	 	 	CORRECTIONAL PROPERTIES PRISON FINANCE LLC, as Guarantor
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Brian R. Evans
 
BRIAN R. EVANS

VP, Finance
	 	 
	 

	 	Title:
	 	Correctional Properties Prison	 	 
	 

	 	 	 	Finance LLC	 	 
	 
	 	 	 	 	 	 
	 	 	PUBLIC PROPERTIES DEVELOPMENT AND LEASING LLC, as Guarantor
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Brian R. Evans
 

BRIAN R. EVANS
	 	 
	 

	 	Title:
	 	VP, Finance	 	 
	 

	 	 	 	Public Properties Development	 	 
	 

	 	 	 	& Leasing LLC	 	 
	 
	 	 	 	 	 	 
	 	 	GEO TRANSPORT, INC., as Guarantor
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Brian R. Evans
 

BRIAN R. EVANS
	 	 
	 

	 	Title:
	 	VP & Treasurer	 	 
	 

	 	 	 	GEO Transport Inc.	 	 
	 
	 	 	 	 	 	 
	 	 	JUST CARE, INC., as Guarantor
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Brian R. Evans
 

BRIAN R. EVANS
	 	 
	 

	 	Title:
	 	VP & Treasurer	 	 
	 

	 	 	 	Just Care, Inc.	 	 






[Signature pages continue]




Amendment No. 7




 









 





	 	 	 	 	 	 	 	 	 
	 	 	BNP PARIBAS,	 	 
	 	 	as Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ John Treadwell, Jr.	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	John Treadwell, Jr.	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Nicole Mitchell	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	NICOLE MITCHELL	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	BNP PARIBAS,	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	as Administrative Agent	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ John Treadwell, Jr.	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	John Treadwell, Jr.	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Nicole Mitchell	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	NICOLE MITCHELL	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 






  Amendment No. 7