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                                                                     EXHIBIT 4.2


                      FIRST AMENDMENT TO CREDIT AGREEMENT

         THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is made
and entered into as of this 10th day of January, 2003 by and among WACKENHUT
CORRECTIONS CORPORATION, a Florida corporation (the "Borrower"), WACHOVIA BANK,
NATIONAL ASSOCIATION, as administrative agent (the "Administrative Agent") and
BNP PARIBAS, as syndication agent (the "Syndication Agent").

                              Statement of Purpose

         Certain credit facilities have been extended to the Borrower pursuant
to the Credit Agreement dated as of December 12, 2002, by and among the
Borrower, the lenders party thereto, the Administrative Agent and the
Syndication Agent (as amended, restated, supplemented or otherwise modified
from time to time, the "Credit Agreement").

         The parties now desire to amend certain provisions of the Credit
Agreement in certain respects subject to the terms and conditions set forth
below.

         NOW THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties hereto agree as follows:

         1.       Capitalized Terms. All capitalized undefined terms used in
this Amendment shall have the meanings assigned thereto in the Credit
Agreement.

         2.       Amendments to Credit Agreement. The Credit Agreement is
hereby modified as follows:

         (a)      Amendments to Existing Definition. The definition of
"Business Day" which is set forth in Section 1.1 of the Credit Agreement is
hereby amended in its entirety as follows:

                  "Business Day" means (a) for all purposes other than as set
         forth in clause (b) below, any day other than a Saturday, Sunday or
         legal holiday on which banks in Charlotte, North Carolina and New
         York, New York, are open for the conduct of their domestic or
         international commercial banking business, as applicable, and (b) with
         respect to all notices and determinations in connection with, and
         payments of principal and interest on, any LIBOR Rate Loan, any day
         that is a Business Day described in clause (a) and that is also a day
         for trading by and between banks in Dollar deposits in the London
         interbank market. Notwithstanding the foregoing, with respect to any
         amount denominated or to be denominated in the euro, any reference to
         a "Business Day" shall be construed as a reference to a day (other
         than a Saturday or Sunday) on which banks are generally open for
         business in New York, New York and prime banks in London generally
         provide quotations for deposits denominated in the euro.

         (b)      Additional Defined Terms. Section 1.1 (Definitions) of the
Credit Agreement is amended by the addition of the following defined terms (in
alphabetical order):


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                  "Alternative Currency" means (a) the euro, (b) the Pound
         Sterling, (c) the Australian Dollar, (d) the South African Rand and
         (e) with the prior written consent of the Issuing Lender, any other
         lawful currency (other than Dollars); provided that in each case of
         (a) through (e) above, such currency is freely transferable and
         convertible into Dollars in the United States currency market and
         freely available to an Issuing Lender in the London interbank deposit
         market.

                  "Alternative Currency Amount" means with respect to each
         Alternative Currency Letter of Credit, the amount of such Alternative
         Currency which is equivalent to the principal amount in Dollars of
         such Alternative Currency Letter of Credit at the most favorable spot
         exchange rate determined by the applicable Issuing Lender to be
         available to it at approximately 11:00 a.m. (Charlotte time) two (2)
         Business Days before such Alternative Currency Letter of Credit is
         issued or extended (or to be issued or extended). When used with
         respect to any other sum expressed in Dollars, "Alternative Currency
         Amount" shall mean the amount of such Alternative Currency which is
         equivalent to the amount so expressed in Dollars at the most favorable
         spot exchange rate determined by the applicable Issuing Lender to be
         available to it at the relevant time.

                  "Alternative Currency Letter of Credit" means any Letter of
         Credit denominated in an Alternative Currency and all such Alternative
         Currency Letters of Credit collectively as the context requires.

                  "Australian Dollars" means, at any time of determination, the
         then official currency of Australia.

                  "Dollar Amount" means (a) with respect to each Letter of
         Credit issued or extended (or to be issued or extended), in Dollars,
         the principal amount thereof and (b) with respect to each Alternative
         Currency Letter of Credit, the amount of Dollars which is equivalent
         to the face amount of such Letter of Credit, at the most favorable
         spot exchange rate determined by the applicable Issuing Lender at
         approximately 11:00 a.m. (the time of the Issuing Lender's
         Correspondent) two (2) Business Days before such Letter of Credit is
         issued or extended (or to be issued or extended). When used with
         respect to any other sum expressed in an Alternative Currency, "Dollar
         Amount" shall mean the amount of Dollars which is equivalent to the
         amount so expressed in such Alternative Currency at the most favorable
         spot exchange rate determined by the applicable Issuing Lender to be
         available to it at the relevant time.

                  "EMU" means economic and monetary union as contemplated in
         the Treaty on European Union.

                  "EMU Legislation" means legislative measures of the Council
         of European Union for the introduction of, change over to or operation
         of the euro.


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                  "euro" means the single currency to which the Participating
         Member States of the European Union have converted.

                  "Issuing Lender's Correspondent" means, with respect to
         Wachovia, in its capacity as Issuing Lender, Wachovia Bank, National
         Association, London Branch, and with respect to BNP Paribas, BNP
         Paribas, New York Branch, or any other financial institution
         designated by the applicable Issuing Lender to act as its
         correspondent hereunder with respect to the issuance and payment of
         Alternative Currency Letters of Credit.

                  "Participating Member State" means each state so described in
         any EMU Legislation.

                  "Permitted Currency" means Dollars or any Alternative
         Currency, or each such currency, as the context requires.

                  "Pounds Sterling" means, at any time of determination, the
         then official currency of the United Kingdom of Great Britain and
         Northern Ireland.

                  "South African Rand" means, at any time of determination, the
         then official currency of South Africa.

                  "Treaty on European Union" means the Treaty of Rome of March
         25, 1957, as amended by the Single European Act of 1986 and the
         Maastricht Treaty (signed February 7, 1992), as amended from time to
         time.

         (c)      Additional Section 1.4 and Section 1.5. Article I
(Definitions) of the Credit Agreement is amended by the addition of the
following new Section 1.4 and Section 1.5:

                  SECTION 1.4   Effectiveness of Euro Provisions. With respect
         to any state (or the currency of such state) that is not a
         Participating Member State on the date of this Agreement, the
         provisions of Sections 3.8(a), 3.8(b) and 3.11 shall become effective
         in relation to such state (and the currency of such state) at and from
         the date on which such state becomes a Participating Member State.

                  SECTION 1.5   Currency Equivalents.

                  (a)      For purposes of Articles II, III and IV, the
         applicable outstanding amount of Letters of Credit and L/C Obligations
         shall be deemed to refer to the Dollar Amount thereof.

                  (b)      All Loans made under this Agreement, including,
         without limitation, Loans made to refund drawings made under
         Alternative Currency Letters of Credit, shall be made only in Dollars.


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         (d)      Amendment to Article III. Article III (Letter of Credit
Facility) of the Credit Agreement is hereby deleted in its entirety and the
following is substituted in lieu thereof.

                                  ARTICLE III

                           LETTER OF CREDIT FACILITY

                  SECTION 3.1   L/C Commitment. Subject to the terms and
         conditions hereof, the Issuing Lenders, in reliance on the agreements
         of the L/C Participants set forth in Section 3.4(a), agree to issue
         standby letters of credit ("Letters of Credit") for the account of the
         Borrower on any Business Day from the Closing Date through but not
         including the Revolving Credit Maturity Date in such form as may be
         approved from time to time by the applicable Issuing Lender; provided,
         that the Issuing Lenders shall have no obligation to issue any Letter
         of Credit if, after giving effect to such issuance, (a) the L/C
         Obligations would exceed the L/C Commitment or (b) the aggregate
         principal amount of outstanding Revolving Credit Loans, plus the
         aggregate principal amount of outstanding Swingline Loans, plus the
         aggregate amount of L/C Obligations would exceed the Revolving Credit
         Commitment. Each Letter of Credit shall (i) be denominated in a
         Permitted Currency, (ii) be in a minimum amount of $25,000 (or the
         Alternative Currency Amount thereof with respect to any Alternative
         Currency Letters of Credit), (iii) be a standby letter of credit
         issued to support obligations of the Borrower or any of its
         Subsidiaries, contingent or otherwise, incurred in the ordinary course
         of business, (iv) expire on a date satisfactory to the applicable
         Issuing Lender, which date shall be no later than the earlier of (A)
         one (1) year after the date of its issuance or (B) five (5) Business
         Days prior to the Revolving Credit Maturity Date and (v) be subject to
         the Uniform Customs and/or ISP98, as set forth in the Application or
         as determined by the applicable Issuing Lender and, to the extent not
         inconsistent therewith, the laws of the State of New York. The
         applicable Issuing Lender shall not at any time be obligated to issue
         any Letter of Credit hereunder if such issuance would conflict with,
         or cause the applicable Issuing Lender or any L/C Participant to
         exceed any limits imposed by, any Applicable Law. References herein to
         "issue" and derivations thereof with respect to Letters of Credit
         shall also include extensions or modifications of any existing Letters
         of Credit, unless the context otherwise requires.

                  SECTION 3.2   Procedure for Issuance of Letters of Credit. The
         Borrower may from time to time request that the applicable Issuing
         Lender issue a Letter of Credit by delivering to the applicable
         Issuing Lender at the applicable Lending Office an Application
         therefor, completed to the satisfaction of the applicable Issuing
         Lender, and such other certificates, documents and other papers and
         information as the applicable Issuing Lender may request (which
         information shall include the Permitted Currency in which the Letter
         of Credit shall be denominated). Upon receipt of any Application, the
         applicable Issuing Lender shall process such Application and the
         certificates, documents and other papers and information delivered to
         it in connection therewith in accordance with its


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         customary procedures and shall, subject to Section 3.1 and Article VI
         hereof, promptly issue the Letter of Credit requested thereby (but in
         no event shall the applicable Issuing Lender be required to issue any
         Letter of Credit earlier than (a) three (3) Business Days, with
         respect to a Letter of Credit denominated in Dollars, and (b) four (4)
         Business Days, with respect to an Alternative Currency Letter of
         Credit, after its receipt of the Application therefor and all such
         other certificates, documents and other papers and information
         relating thereto) by issuing the original of such Letter of Credit to
         the beneficiary thereof or as otherwise may be agreed by the
         applicable Issuing Lender and the Borrower. The applicable Issuing
         Lender shall promptly furnish to the Borrower a copy of such Letter of
         Credit and promptly notify each Lender of the issuance and upon
         request by any Lender, furnish to such Lender a copy of such Letter of
         Credit and the amount of such Lender's participation therein.

                  SECTION 3.3   Commissions and Other Charges.

                  (a)      The Borrower shall pay to the Administrative Agent,
         for the account of the applicable Issuing Lender and the L/C
         Participants, a letter of credit commission with respect to each
         Letter of Credit in an amount equal to the face amount of such Letter
         of Credit (reflected as the Dollar Amount thereof, as determined by
         the Administrative Agent) multiplied by the Applicable Margin with
         respect to Revolving Credit Loans that are LIBOR Rate Loans
         (determined on a per annum basis). Such commission shall be payable
         quarterly in arrears on the last Business Day of each calendar quarter
         and on the Revolving Credit Maturity Date and shall be payable in
         Dollars based upon the Dollar Amount of such Letters of Credit for
         such quarter, as determined by the Administrative Agent. The
         Administrative Agent shall, promptly following its receipt thereof,
         distribute to the applicable Issuing Lender and the L/C Participants
         all commissions received pursuant to this Section 3.3(a) in accordance
         with their respective Revolving Credit Commitment Percentages.

                  (b)      In addition to the foregoing commission, the
         Borrower shall pay the applicable Issuing Lender, for its own account,
         an issuance fee with respect to each Letter of Credit in an amount
         equal to the face amount of such Letter of Credit multiplied by one
         quarter of one percent (0.25%). Such issuance fee shall be payable
         upon issuance of each Letter of Credit and shall be payable in the
         Permitted Currency in which the applicable Letter of Credit is
         denominated.

                  (c)      In addition to the foregoing fees and commissions,
         the Borrower shall pay or reimburse the applicable Issuing Lender, for
         its own account, for such normal and customary costs and expenses as
         are incurred or charged by the applicable Issuing Lender in issuing,
         effecting payment under, amending or otherwise administering any
         Letter of Credit. Such costs and expenses shall be payable in the
         Permitted Currency in which the applicable Letter of Credit is
         denominated.


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                  SECTION 3.4   L/C Participations.

                  (a)      The Issuing Lenders irrevocably agree to grant and
         hereby grant to each L/C Participant, and, to induce the Issuing
         Lenders to issue Letters of Credit hereunder, each L/C Participant
         irrevocably agrees to accept and purchase and hereby accepts and
         purchases from the applicable Issuing Lender, on the terms and
         conditions hereinafter stated, for such L/C Participant's own account
         and risk an undivided interest equal to such L/C Participant's
         Revolving Credit Commitment Percentage in the applicable Issuing
         Lender's obligations and rights under and in respect of each Letter of
         Credit issued hereunder and the Dollar Amount of each draft paid by
         the applicable Issuing Lender thereunder. Each L/C Participant
         unconditionally and irrevocably agrees with the applicable Issuing
         Lender that, if a draft is paid under any Letter of Credit for which
         the applicable Issuing Lender is not reimbursed in full by the
         Borrower through a Revolving Credit Loan or otherwise in accordance
         with the terms of this Agreement, such L/C Participant shall pay to
         the applicable Issuing Lender upon demand at the applicable Issuing
         Lender's address for notices specified herein an amount equal to such
         L/C Participant's Revolving Credit Commitment Percentage of the Dollar
         Amount of such draft, or any part thereof, which is not so reimbursed.

                  (b)      Upon becoming aware of any amount required to be
         paid by any L/C Participant to the applicable Issuing Lender pursuant
         to Section 3.4(a) in respect of any unreimbursed portion of any
         payment made by the applicable Issuing Lender under any Letter of
         Credit, the applicable Issuing Lender shall notify each L/C
         Participant of the Dollar Amount and due date of such required payment
         and such L/C Participant shall pay to the applicable Issuing Lender
         the Dollar Amount specified on the applicable due date. If any such
         amount is paid to the applicable Issuing Lender after the date such
         payment is due, such L/C Participant shall pay to the applicable
         Issuing Lender on demand, in addition to such amount, the product of
         (i) such amount, times (ii) the daily average Federal Funds Rate as
         determined by the Administrative Agent during the period from and
         including the date such payment is due to the date on which such
         payment is immediately available to the applicable Issuing Lender,
         times (iii) a fraction the numerator of which is the number of days
         that elapse during such period and the denominator of which is 360. A
         certificate of the applicable Issuing Lender with respect to any
         amounts owing under this Section 3.4(b) shall be conclusive in the
         absence of manifest error. With respect to payment to the applicable
         Issuing Lender of the unreimbursed amounts described in this Section
         3.4(b), if the L/C Participants receive notice that any such payment
         is due (A) prior to 1:00 p.m. (Charlotte time) on any Business Day,
         such payment shall be due that Business Day, and (B) after 1:00 p.m.
         (Charlotte time) on any Business Day, such payment shall be due on the
         following Business Day.


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                  (c)      Whenever, at any time after the applicable Issuing
         Lender has made payment under any Letter of Credit and has received
         from any L/C Participant its Revolving Credit Commitment Percentage of
         such payment in accordance with this Section 3.4, the applicable
         Issuing Lender receives any payment related to such Letter of Credit
         (whether directly from the Borrower or otherwise), or any payment of
         interest on account thereof, the applicable Issuing Lender will
         distribute to such L/C Participant its pro rata share of the Dollar
         Amount thereof; provided, that in the event that any such payment
         received by the applicable Issuing Lender shall be required to be
         returned by the applicable Issuing Lender, such L/C Participant shall
         return to the applicable Issuing Lender the portion thereof previously
         distributed by the applicable Issuing Lender to it.

                  (d)      All payments made by any L/C Participant under this
         Section 3.4 shall be made in Dollars; provided that the Borrower shall
         be liable for any currency exchange loss pursuant to the terms of
         Section 3.10.

                  SECTION 3.5   Reimbursement of Letter of Credit Drawings.

                  (a)      Reimbursement Obligation of the Borrower. In the
         event of any drawing under any Letter of Credit, the Borrower agrees
         to reimburse (either with the proceeds of a Revolving Credit Loan as
         provided for in this Section 3.5 or with funds from other sources), in
         the same day funds in the applicable Permitted Currency in which such
         Letter of Credit was denominated, the Issuing Lender on each date on
         which the Issuing Lender notifies the Borrower of the date and amount
         of a draft paid under any Letter of Credit for the amount of (i) such
         draft so paid and (ii) any amounts referred to in Section 3.3(c)
         incurred by the Issuing Lender in connection with such payment (other
         then those payable pursuant to Section 3.5(c) below).

                  (b)      Reimbursement By the Lenders. Unless the Borrower
         shall immediately notify the Issuing Lender that the Borrower intends
         to reimburse the Issuing Lender for such drawing from other sources or
         funds, the Borrower shall be deemed to have timely given a Notice of
         Borrowing to the Administrative Agent requesting that the Lenders make
         a Revolving Credit Loan funded in Dollars bearing interest at the Base
         Rate on such date in the amount of (a) such draft so paid and (b) any
         amounts referred to in Section 3.3(c) incurred by the Issuing Lender in
         connection with such payment (including, without limitation, any and
         all costs, fees and other expenses incurred by the Issuing Lender in
         effecting the payment of any Letter of Credit denominated in an
         Alternative Currency), and the Lenders shall make a Revolving Credit
         Loan funded in Dollars bearing interest at the Base Rate in such
         amount, the proceeds of which shall be applied to reimburse the Issuing
         Lender for the amount of the related drawing and costs and expenses.
         Each Lender acknowledges and agrees that its obligation to fund a
         Revolving Credit Loan in accordance with this Section 3.5 to reimburse
         the Issuing Lender for any draft paid under a Letter of Credit is
         absolute and unconditional and shall not be affected by any
         circumstance whatsoever, including, without limitation,
         non-satisfaction of the


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         conditions set forth in Section 2.3(a) or Article VI. If the Borrower
         has elected to pay the amount of such drawing with funds from other
         sources and shall fail to reimburse the Issuing Lender as provided
         above, the unreimbursed amount of such drawing shall bear interest at
         the rate which would be payable on any outstanding Base Rate Loans
         which were then overdue from the date such amounts become payable
         (whether at stated maturity, by acceleration or otherwise) until
         payment in full.

                  (c)      Payment of Alternative Currency Letters of Credit.
         Each payment by the Borrower on account of any Alternative Currency
         Letter of Credit (including the Reimbursement Obligation with respect
         to any Alternative Currency Letter of Credit) shall be made in such
         Alternative Currency not later than 1:00 p.m. (the time of the Issuing
         Lender's Correspondent) on the date specified for payment under this
         Agreement to the Administrative Agent's account with the Issuing
         Lender's Correspondent for the account of the Issuing Lender in
         immediately available funds, and shall be made without any set-off,
         counterclaim or deduction whatsoever. Any payment received after such
         time but before 2:00 p.m. (the time of the Issuing Lender's
         Correspondent) on such day shall be deemed a payment on such date for
         the purposes of Section 12.1, but for all other purposes shall be
         deemed to have been made on the next succeeding Business Day. Any
         payment received after 2:00 p.m. (the time of the Issuing Lender's
         Correspondent) shall be deemed to have been made on the next
         succeeding Business Day for all purposes.

                  SECTION 3.6   Obligations Absolute. The Borrower's obligations
         under this Article III (including, without limitation, the
         Reimbursement Obligation) shall be absolute and unconditional under
         any and all circumstances and irrespective of any set-off,
         counterclaim or defense to payment which the Borrower may have or have
         had against the applicable Issuing Lender or any beneficiary of a
         Letter of Credit or any other Person. The Borrower also agrees that
         the applicable Issuing Lender and the L/C Participants shall not be
         responsible for, and the Borrower's Reimbursement Obligation under
         Section 3.5 shall not be affected by, among other things, the validity
         or genuineness of documents or of any endorsements thereon, even
         though such documents shall in fact prove to be invalid, fraudulent or
         forged, or any dispute between or among the Borrower and any
         beneficiary of any Letter of Credit or any other party to which such
         Letter of Credit may be transferred or any claims whatsoever of the
         Borrower against any beneficiary of such Letter of Credit or any such
         transferee. The applicable Issuing Lender shall not be liable for any
         error, omission, interruption or delay in transmission, dispatch or
         delivery of any message or advice, however transmitted, in connection
         with any Letter of Credit, except for errors or omissions caused by
         the applicable Issuing Lender's gross negligence or willful
         misconduct. The Borrower agrees that any action taken or omitted by
         the applicable Issuing Lender under or in connection with any Letter
         of Credit or the related drafts or documents, if done in the absence
         of gross negligence or willful misconduct, shall be binding on the
         Borrower and shall not result in any liability


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         of the applicable Issuing Lender or any L/C Participant to the
         Borrower. The responsibility of the applicable Issuing Lender to the
         Borrower in connection with any draft presented for payment under any
         Letter of Credit shall, in addition to any payment obligation
         expressly provided for in such Letter of Credit, be limited to
         determining that the documents (including each draft) delivered under
         such Letter of Credit in connection with such presentment are in
         conformity with such Letter of Credit.

                  SECTION 3.7   Excess L/C Obligations. If at any time (as
         determined by the Administrative Agent pursuant to this Section 3.7)
         and because of currency fluctuations or for any other reason, based
         upon the Dollar Amount of all outstanding Loans and L/C Obligations,
         the outstanding amount of all L/C Obligations exceeds the lesser of
         (a) the Aggregate Commitment less the sum of the amount of all
         outstanding Loans and (b) the L/C Commitment, then, in each such case,
         the Borrower shall, at its option, either (i) repay Loans in an amount
         equal to such excess (to the extend such repayment will eliminate such
         excess) or (ii) make a payment of cash collateral into a cash
         collateral account opened by the Administrative Agent for the benefit
         of the Lenders in an amount equal to such excess (such cash collateral
         to be applied in accordance with Section 12.2(b)). The Borrower's
         compliance with this Section 3.7 shall be tested from time to time by
         the Administrative Agent at its sole discretion, but in any event
         shall be tested on (x) the date on which the Borrower requests the
         Lenders to make a Loan or the Issuing Lenders to issue a Letter of
         Credit under Section 6.3 and (y) the date an interest payment is due
         under Section 5.1(e). Each such repayment pursuant to this Section 3.7
         shall be accompanied by any amount required to be paid pursuant to
         Section 5.9 hereof.

                  SECTION 3.8   Redenomination under EMU.

                  (a)      Redenomination of Letters of Credit. Subject to
         Section 1.4 hereof, any Letter of Credit to be denominated in the
         currency of the applicable Participating Member State shall be made in
         the euro.

                  (b)      Redenomination of Obligations. Subject to Section
         1.4 hereof, any obligation of any party under this Agreement or any
         other Loan Document which has been denominated in the currency of a
         Participating Member State shall be redenominated into the euro.

                  (c)      Further Assurances. The terms and provisions of this
         Agreement will be subject to such reasonable changes of construction
         as determined by the Administrative Agent to reflect the
         implementation of the EMU in any Participating Member State or any
         market conventions relating to the fixing and/or calculation of
         interest being changed or replaced and to reflect market practice at
         that time, and subject thereto, to put the Administrative Agent, the
         Lenders and the Borrower in the same position, so far as possible,
         that they would have been if such implementation had not occurred. In
         connection therewith, the


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         Borrowers agree, at the request of the Administrative Agent, at the
         time of or at any time following the implementation of the EMU in any
         Participating Member State or any market conventions relating to the
         fixing and/or calculation of interest being changed or replaced, to
         enter into an agreement amending this Agreement in such manner as the
         Administrative Agent shall reasonably request.

                  SECTION 3.9   Regulatory Limitation. In the event, as a result
         of increases in the value of Alternative Currencies against the Dollar
         or for any other reason, the obligation of any of the Issuing Lenders
         to issue Alternative Currency Letters of Credit (taking into account
         the Dollar Amount of the Obligations and all other indebtedness
         required to be aggregated under 12 U.S.C.A. ss.84, as amended, the
         regulations promulgated thereunder and any other Applicable Law) is
         determined by such Issuing Lender to exceed its then applicable legal
         lending limit under 12 U.S.C.A. ss.84, as amended, and the regulations
         promulgated thereunder, or any other Applicable Law, the amount of
         additional Alternative Currency Letters of Credit such Issuing Lenders
         shall be obligated to issue hereunder shall immediately be reduced to
         the maximum amount which such Issuing Lender may legally advance (as
         determined by such Issuing Lender) and, to the extent necessary under
         such laws and regulations (as determined by such Issuing Lender, with
         respect to the applicability of such laws and regulations to itself),
         the Borrower shall reduce, or cause to be reduced, complying to the
         extent practicable with the remaining provisions hereof, the
         Obligations outstanding hereunder by an amount sufficient to comply
         with such maximum amounts.

                  SECTION 3.10  Exchange Indemnification and Increased Costs.
         The Borrower shall, upon demand from any Issuing Lender or L/C
         Participant, pay to such Issuing Lender or L/C Participant, the amount
         of (a) any loss or cost or increased cost incurred by such Issuing
         Lender or L/C Participant, (b) any reduction in any amount payable to
         or in the effective return on the capital to such Issuing Lender or
         L/C Participant, (c) any interest or any other return, including
         principal, foregone by such Issuing Lender as a result of the
         introduction of, change over to or operation of the euro or (d) any
         currency exchange loss, in each case that such Issuing Lender or L/C
         Participant sustains as a result of the Borrower's or any L/C
         Participant's repayment in Dollars of any Alternative Currency Letter
         of Credit. A certificate of such Issuing Lender setting forth in
         reasonable detail the basis for determining such additional amount or
         amounts necessary to compensate such Issuing Lender shall be
         conclusively presumed to be correct save for manifest error.

                  SECTION 3.11  Rounding and Other Consequential Changes.
         Subject to Section 1.4 hereof, without prejudice and in addition to
         any method of conversion or rounding prescribed by any EMU Legislation
         and without prejudice to the respective obligations of the Borrower to
         the Administrative Agent and the Lenders and the Administrative Agent
         and the Lenders to the Borrower under or pursuant to this Agreement,
         except as expressly provided in this Agreement, each provision of this
         Agreement, including, without limitation, the right to combine


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         currencies to effect a set-off, shall be subject to such reasonable
         changes of interpretation as the Administrative Agent may from time to
         time specify to be necessary or appropriate to reflect the
         introduction of or change over to the euro in Participating Member
         States.

                  SECTION 3.12  Effect of Application. To the extent that any
         provision of any Application related to any Letter of Credit is
         inconsistent with the provisions of this Article III, the provisions
         of this Article III shall apply.

         (e)      Amendment to Section 9.13. Section 9.13 (Existing Letters of
Credit) of the Credit Agreement is hereby amended by replacing "thirty (30)
days" with "sixty (60) days" in the first line thereof.

         (f)      Amendment to Section 12.2(b). Section 12.2 (Remedies) of the
Credit Agreement is hereby amended by adding the following phrase after the
words "Letter of Credit" at the end of the first sentence of clause (b)
thereof:

         "(which such cash collateral shall be deposited in the applicable
         Permitted Currency in which each Letter of Credit is denominated)"

         (g)      Amendment to Article XII. Article XII (Default and Remedies)
of the Credit Agreement is hereby amended by adding a new Section 12.4 as
follows:

                  SECTION 12.4  Judgment Currency. The obligation of the
         Borrower to make payments of any amounts payable hereunder or pursuant
         to any other Loan Document in the currency specified for such payment
         shall not be discharged or satisfied by any tender, or any recovery
         pursuant to any judgment, which is expressed in or converted into any
         other currency, except to the extent that such tender or recovery
         shall result in the actual receipt by each of the Administrative Agent
         and Lenders of the full amount of the particular Permitted Currency
         expressed to be payable pursuant to the applicable Loan Document. The
         Administrative Agent shall, using all amounts obtained or received
         from the Borrower pursuant to any such tender or recovery in payment
         of principal of and interest on the Obligations, promptly purchase the
         applicable currency at the most favorable spot exchange rate
         determined by the Administrative Agent to be available to it. The
         obligation of the Borrower to make payments in the applicable currency
         shall be enforceable as an alternative or additional cause of action
         solely for the purpose of recovering in the applicable currency the
         amount, if any, by which such actual receipt shall fall short of the
         full amount of the currency expressed to be payable pursuant to the
         applicable Loan Document.

         (h)      Amendment to Section 14.3. Section 14.3 (Set-Off) of the
Credit Agreement is hereby amended by adding an "(a)" at the beginning of such
Section and adding new paragraphs (b) and (c) as follows:


                                      10
<PAGE>

                  "(b)     Any amount to be set-off pursuant to Section 14.3(a)
         shall be denominated in Dollars and any amount denominated in an
         Alternative Currency shall be in an amount equal to the Dollar Amount
         of such amount at the most favorable spot exchange rate determined by
         the Administrative Agent to be available to it; provided that if at
         the time of any such determination no such spot exchange rate can
         reasonably be determined, the Administrative Agent may use any
         reasonable method as it deems applicable to determine such rate, any
         such determination to be conclusive absent manifest error.

                  (c)      Each Lender and any assignee or participant of such
         Lender in accordance with Section 14.10 are hereby authorized by the
         Borrower to combine currencies, as deemed necessary by such Person, in
         order to effect any set-off pursuant to Section 14.3(a)."

         (i)      Amendment to Article XIV. Article XIV (Miscellaneous) of the
Credit Agreement is hereby amended by adding a new Section 14.22 thereto as
follows:

                  SECTION 14.22 Continuity of Contract. The parties hereto
         agree that the occurrence or non-occurrence of EMU, any event or
         events associated with EMU and/or the introduction of the euro in all
         or any part of the European Union (a) will not result in the
         discharge, cancellation, rescission or termination in whole or in part
         of this Agreement or any other Loan Document, (b) will not give any
         party the right to cancel, rescind, terminate or vary this Agreement
         or any other Loan Document or (c) will not give rise to an Event of
         Default, in each case other than as specifically provided in this
         Agreement.

         3.       Consent. Pursuant to the terms of Section 2.2 of the
Collateral Agreement, the Borrower and its Restricted Domestic Subsidiaries are
required to pledge 65% of their ownership interest in certain first-tier
Foreign Subsidiaries. Notwithstanding the provisions of Section 2.2 of the
Collateral Agreement to the contrary, the Borrower shall not be required to
pledge its ownership interest in Wackenhut Corrections Puerto Rico, Inc. unless
requested by the Administrative Agent pursuant to Section 4.13 of the
Collateral Agreement.

         4.       Effectiveness. This Amendment shall become effective on the
date that each of the following conditions has been satisfied:

         (a)      Amendment Documents. The Administrative Agent shall have
received this Amendment executed by the Administrative Agent (on behalf of and
with the consent of the Required Lenders), the Borrower and the Guarantors.

         (b)      Fees and Expenses. The Administrative Agent shall have been
reimbursed for all fees and out of pocket charges and other expenses incurred
in connection with this Amendment (including, without limitation, the costs and
expenses referred to in Section 8 hereof and the Credit Agreement) and the
transactions contemplated hereby.


                                      11
<PAGE>

         (c)      Other Documents. The Administrative Agent shall have received
any other documents, certificates or instruments reasonably requested thereby
in connection with the execution of this Amendment.

         5.       Effect of the Amendment. Except as expressly modified hereby,
the Credit Agreement and the other Loan Documents shall be and remain in full
force and effect. This Amendment shall not be deemed (a) to be a waiver of, or
consent to, a modification or amendment of, any other term or condition of the
Credit Agreement or any other Loan Document or (b) to prejudice any other right
or rights which the Administrative Agent or the Lenders may now have or may
have in the future under or in connection with the Credit Agreement or the
other Loan Documents or any of the instruments or agreements referred to
therein, as the same may be amended or modified from time to time.

         6.       Representations and Warranties/No Default.

         (a)      By its execution hereof, the Borrower hereby certifies that
each of the representations and warranties set forth in the Credit Agreement
and the other Loan Documents is true and correct as of the date hereof as if
fully set forth herein (except to the extent that such representations and
warranties relate to a specific date, in which case such representations and
warranties shall be true and correct as of such specific date) and no Default
or Event of Default has occurred and is continuing as of the date hereof.

         (b)      By its execution hereof, the Borrower hereby represents and
warrants that as of the date hereof there are no claims or offsets against or
defenses or counterclaims to any of the obligations of the Borrower or any
Guarantor under the Credit Agreement or any other Loan Document.

         (c)      By its execution hereof, the Borrower hereby represents and
warrants that the Borrower and each Guarantor has the right, power and
authority and has taken all necessary corporate and other action to authorize
the execution, delivery and performance of this Amendment and each other
document executed in connection herewith to which it is a party in accordance
with their respective terms. This Amendment and each other document executed in
connection herewith has been duly executed and delivered by the duly authorized
officers of the Borrower and each Guarantor, and each such document constitutes
the legal, valid and binding obligation of the Borrower and each Guarantor,
enforceable in accordance with its terms.

         7.       Acknowledgement by Guarantors. By their execution hereof,
each of the Guarantors hereby expressly (a) consents to the modifications and
amendments set forth in this Amendment, (b) reaffirms all of its respective
covenants, representations, warranties and other obligations set forth in the
Guaranty Agreement and the other Loan Documents to which it is a party and (c)
acknowledges, represents and agrees that its respective covenants,
representations, warranties and other obligations set forth in the Guaranty
Agreement and the other Loan Documents to which it is a party remain in full
force and effect.


                                      12
<PAGE>

         8.       Costs and Expenses. The Borrower shall pay all reasonable
out-of-pocket costs and expenses of the Administrative Agent in connection with
the preparation, execution and delivery of this Amendment, including, without
limitation, the reasonable fees and disbursements of counsel for the
Administrative Agent.

         9.       Governing Law. This Amendment, unless otherwise expressly set
forth herein, shall be governed by, construed and enforced in accordance with
the laws of the State of New York (including Section 5-1401 and Section 5-1402
of the General Obligations Law of the State of New York), without regard to the
conflicts of law provisions of such state.

         10.      Counterparts. This Amendment may be executed in separate
counterparts, each of which when executed and delivered is an original but all
of which taken together constitute one and the same instrument.

         11.      Fax Transmission. A facsimile, telecopy or other reproduction
of this Amendment may be executed by one or more parties hereto, and an
executed copy of this Amendment may be delivered by one or more parties hereto
by facsimile or similar instantaneous electronic transmission device pursuant
to which the signature of or on behalf of such party can be seen, and such
execution and delivery shall be considered valid, binding and effective for all
purposes. At the request of any party hereto, all parties hereto agree to
execute an original of this Amendment as well as any facsimile, telecopy or
other reproduction hereof.

                           [Signatures Pages Follow]


                                      13
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the date and year first above written.


                                     BORROWER:


                                     WACKENHUT CORRECTIONS CORPORATION,
                                     as Borrower



                                     By: /s/ David T. Watson
                                        ---------------------------------------
                                     Name: David T. Watson
                                     Title: Vice President/Finance


                                     GUARANTORS:


                                     WCC RE HOLDINGS LLC, as Guarantor



                                     By: /s/ David T. Watson
                                        ---------------------------------------
                                     Name: David T. Watson
                                     Title: Assistant Treasurer


                                     ATLANTIC SHORES HEALTHCARE, INC.,
                                     as Guarantor



                                     By: /s/ David T. Watson
                                        ---------------------------------------
                                     Name: David T. Watson
                                     Title: Assistant Treasurer


                           [Signature Pages Continue]


<PAGE>

                            AGENTS:


                            WACHOVIA BANK, NATIONAL ASSOCIATION,
                            as Administrative Agent, Issuing Lender and Lender



                            By: /s/ Gerald P. Hullinger
                               ------------------------------------------------
                               Name: Gerald P. Hullinger
                               Title: Vice President


                            BNP PARIBAS, as Syndication Agent, Issuing Lender
                            and Lender



                            By: /s/ Duane P. Helkowski
                               ------------------------------------------------
                               Name: Duane P. Helkowski
                               Title: Director


                            By: /s/ Shayn P. March
                               ------------------------------------------------
                               Name: Shayn P. March
                               Title: Vice President