Exhibit 10.2
EXECUTION VERSION
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
This First Amendment to Second Amended and Restated Credit Agreement (as defined
below) (this "Amendment") is dated as of August 4, 2020, by and among CORECIVIC,
INC., a Maryland corporation (the "Borrower"), certain subsidiaries of the
Borrower party hereto (the "Subsidiary Guarantors"), the Lenders party hereto
pursuant to an authorization in form and substance attached hereto as Exhibit A
(each such authorization, a "Lender Authorization and Consent"), and CITIZENS
BANK, N.A., as successor to Bank of America, N.A., a national banking
association, as administrative agent (the "Administrative Agent") for the
Lenders party to the Credit Agreement (as defined below).
STATEMENT OF PURPOSE:
The Borrower, certain financial institutions (the "Lenders") and the
Administrative Agent are parties to the Second Amended and Restated Credit
Agreement dated as of April 17, 2018 (as amended hereby and as may be further
amended, restated, supplemented or otherwise modified from time to time, the
"Credit Agreement").
Subject to the terms and conditions set forth herein, Administrative Agent, the
Lenders party hereto and the Borrower each agree to amend the Credit Agreement
as more particularly set forth herein.
AGREEMENTS:
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Capitalized Terms. All capitalized undefined terms used in this Amendment
(including, without limitation, in the introductory paragraph and the statement
of purpose hereto) shall have the meanings assigned thereto in the Credit
Agreement.
2. Amendments to Credit Agreement. Subject to and in accordance with the terms
and conditions set forth herein, and effective on and after the Amendment
Effective Date, the Credit Agreement shall be and is hereby amended as follows:
(a) Amendment to Section 6.1(z) (REIT Status). Section 6.1(z) of the Credit
Agreement is hereby amended by replacing the reference therein to "The Borrower
qualifies as a REIT and is in compliance" with "At all times that the Borrower
is taxed as a REIT, the Borrower will comply".
(b) Amendment to Section 8.18 (REIT Status). Section 8.18 of the Credit
Agreement is hereby amended by replacing the reference therein to "The Borrower
shall at all times" with "At all times that the Borrower is taxed as a REIT, the
Borrower shall".
(c) Amendment to Section 10.5(E) (Restricted Payments). Section 10.5(E) of the
Credit Agreement is hereby amended by adding the following to the beginning of
such Section 10.5(E): "as long as the Borrower is taxed as a REIT,".
(d) Amendment to Section 10.5(F) (Restricted Payments). Section 10.5(F) of the
Credit Agreement is hereby amended by adding the following to the beginning of
such Section 10.5(F): "as long as the Borrower is taxed as a REIT,".
--------------------------------------------------------------------------------
(e) Addition of New Section 10.5(G) (Restricted Payments). (i) Section 10.5(F)
of the Credit Agreement is hereby amended by deleting "and" at the end of such
Section 10.5(F), (ii) Section 10.5(G) of the Credit Agreement is hereby
relettered as Section 10.5(H), and (iii) the