HOLDING SUCH LOAN IN ACCORDANCE WITH
APPLICABLE LAW, THE RATE OF INTEREST PAYABLE IN RESPECT OF SUCH LOAN HEREUNDER,
TOGETHER WITH ALL CHARGES PAYABLE IN RESPECT THEREOF, SHALL BE LIMITED TO THE
MAXIMUM RATE AND, TO THE EXTENT LAWFUL, THE INTEREST AND CHARGES THAT WOULD HAVE
BEEN PAYABLE IN RESPECT OF SUCH LOAN BUT WERE NOT PAYABLE AS A RESULT OF THE
OPERATION OF THIS SECTION SHALL BE CUMULATED AND THE INTEREST AND CHARGES
PAYABLE TO SUCH LENDER IN RESPECT OF OTHER DEBT OR PERIODS SHALL BE INCREASED
(BUT NOT ABOVE THE MAXIMUM RATE THEREFOR) UNTIL SUCH CUMULATED AMOUNT, TOGETHER
WITH INTEREST THEREON AT THE FEDERAL FUNDS EFFECTIVE RATE TO THE DATE OF
REPAYMENT, SHALL HAVE BEEN RECEIVED BY SUCH LENDER.
SECTION 9.14. SWAP AGREEMENTS. NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED HEREIN, THE TERMS AND PROVISIONS OF THIS AGREEMENT SHALL NOT APPLY TO
ANY SWAP AGREEMENTS, EXCEPT TO THE EXTENT NECESSARY FOR ALL SWAP AGREEMENTS WITH
LENDERS AND/OR THEIR AFFILIATES TO BE SECURED BY THE SECURITY DOCUMENTS ON A
PARI PASSU BASIS WITH OTHER DEBT AND FOR THE PROCEEDS FROM THE SECURITY
DOCUMENTS TO BE APPLIED AS SET FORTH IN SECTION 7.02(D) HEREOF.
SECTION 9.15. USA PATRIOT ACT NOTICE. EACH LENDER IS SUBJECT TO THE REQUIREMENTS
OF THE USA PATRIOT ACT (TITLE III OF PUB. L. 107-56 (SIGNED INTO LAW OCTOBER 26,
2001)) (AS AMENDED, RESTATED,
65
MODIFIED, SUPPLEMENTED OR REPLACED, THE "USA PATRIOT ACT"), AND HEREBY NOTIFIES
THE BORROWER THAT IT IS REQUIRED TO OBTAIN, VERIFY AND RECORD INFORMATION THAT
IDENTIFIES THE BORROWER AND ITS SUBSIDIARIES, WHICH INFORMATION INCLUDES THE
NAME AND ADDRESS OF THE BORROWER AND SUCH SUBSIDIARIES AND OTHER INFORMATION
THAT WILL ALLOW SUCH LENDER TO IDENTIFY THE BORROWER AND ITS SUBSIDIARIES IN
ACCORDANCE WITH THE USA PATRIOT ACT.
SECTION 9.16. RESTATEMENT. THIS AGREEMENT AMENDS, RESTATES AND SUPERCEDES THE
EXISTING CREDIT AGREEMENT. IT IS THE INTENTION OF THE PARTIES THAT ALL LIENS AND
SECURITY INTERESTS SECURING THE EXISTING CREDIT AGREEMENT CONTINUE TO EXIST,
REMAIN VALID AND SHALL NOT BE IMPAIRED OR RELEASED HEREBY AND SHALL REMAIN IN
FULL FORCE AND EFFECT AS PROVIDED IN THE SECURITY DOCUMENTS.
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SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers as of the day and year first
above written.
BORROWER:
CORNELL COMPANIES, INC.
By:
/s/ JOHN R. NIESER
John R. Nieser, Chief Financial Officer
ADMINISTRATIVE AGENT:
JPMORGAN CHASE BANK, N.A., individually and as
Administrative Agent
By:
/s/ TERRENCE E. HILL
Terrence E. Hill, Vice President
SYNDICATION AGENT:
BANK OF AMERICA, N.A., individually and as Syndication
Agent
By:
/s/ GARY L. MINGLE
Gary L. Mingle, Senior Vice President
Signature Page
SUBSIDIARIES:
CORNELL CORRECTIONS MANAGEMENT, INC., a
Delaware corporation
By:
/s/ JOHN R. NIESER
John R. Nieser, Chief Financial Officer
CORNELL CORRECTIONS OF TEXAS, INC., a Delaware
corporation
By:
/s/ JOHN R. NIESER
John R. Nieser, Chief Financial Officer
CORNELL CORRECTIONS OF RHODE ISLAND, INC., a
Delaware corporation
By: