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CREDIT AGREEMENT dated as of June 24, 2004 among CORNELL COMPANIES, INC. The
Lenders Party Hereto And JPMORGAN CHASE BANK, as Administrative Agent
J.P. MORGAN SECURITIES INC., as Sole Bookrunner and Sole Lead Arranger
TABLE OF CONTENTS
ARTICLE IV Conditions
ARTICLE V Affirmative Covenants
ARTICLE VI Negative Covenants
ARTICLE VII Events of Default; Remedies
ARTICLE VIII The Administrative Agent
ARTICLE IX Miscellaneous
EXHIBIT "A" ASSIGNMENT AND ASSUMPTION
EXHIBIT "B" FORM OF INCREASED COMMITMENT SUPPLEMENT
RECITALS
EXHIBIT "C" FORM OF BORROWING REQUEST
EXHIBIT "D" COMPLIANCE CERTIFICATE FOR ENDED ("Subject Period")
ANNEX I TO EXHIBIT "D" Financial Covenants Calculation Worksheet
ANNEX II TO EXHIBIT "D" Description of Capital Projects or Acquisitions
EXHIBIT E-1 FORM OF REVOLVING NOTE
SCHEDULE OF LOANS
EXHIBIT "E-2"
SWINGLINE NOTE
SCHEDULE OF LOANS