FIRST AMENDMENT TO CREDIT AGREEMENT
EXHIBIT 10.1
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is made and
entered into as of September 5, 2007, by and between CORRECTIONS CORPORATION OF AMERICA, a Maryland
corporation (the “Borrower”), and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking
association, as administrative agent (the “Administrative Agent”) on behalf of the lenders
party to the Credit Agreement referred to below (the “Lenders”).
Statement of Purpose
The Borrower, the Lenders and the Administrative Agent are parties to the Credit Agreement
dated as of February 3, 2006 (as amended, restated, supplemented or otherwise modified, the
“Credit Agreement”).
The Borrower has delivered to the Administrative Agent an Incremental Revolving Credit
Commitment Notification requesting an increase in the Revolving Credit Commitment pursuant to
Section 2.7 of the Credit Agreement in the principal amount of $100,000,000, and certain of
the Lenders have collectively agreed to provide such increase. This Agreement is being executed
pursuant to the terms of Section 2.7(d) of the Credit Agreement.
NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which is
hereby acknowledged, the parties hereto agree as follows:
SECTION 1. Definitions. All capitalized, undefined terms used in this Agreement shall
have the meanings assigned thereto in the Credit Agreement.
SECTION 2. Increase in the Revolving Credit Commitment.
(a) Pursuant to Section 2.7 of the Credit Agreement, the aggregate principal amount of
the Revolving Credit Commitment has been increased from $150,000,000 to $250,000,000 (the
“Commitment Increase”). The Incremental Revolving Credit Commitment Effective Date for the
Commitment Increase shall be September 5, 2007.
(b) Effective on the Incremental Revolving Credit Commitment Effective Date, the Revolving
Credit Commitments and Revolving Credit Commitment Percentages of each Lender under the Credit
Agreement shall be adjusted as set forth on the Register.
(c) The outstanding Revolving Credit Loans and Revolving Credit Commitment Percentages of L/C
Obligations will be reallocated by the Administrative Agent on the Incremental Revolving Credit
Commitment Effective Date among the Lenders in accordance with their revised Revolving Credit
Commitment Percentages and the Lenders will make all payments and adjustments necessary to effect
such reallocation.
SECTION 3. Effectiveness. This Agreement shall be deemed to be effective on the date
hereof upon the satisfaction of each of the following conditions:
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(a) The Administrative Agent shall have received this Agreement, executed and delivered
by the Borrower and the Administrative Agent,
(b) The Administrative Agent shall have received, in form and substance reasonably
satisfactory thereto, an executed Officer’s Compliance Certificate dated as of the date
hereof demonstrating pro forma compliance with each of the covenants
contained in Article IX of the Credit Agreement after giving effect to the
Commitment Increase and any Extensions of Credit made or to be made on the date hereof, and
(c) The Administrative Agent shall have received additional commitments from existing
Lenders and/or new Lenders in an aggregate amount equal to the Commitment Increase.
SECTION 4. Effect of Agreement. Except as expressly provided herein, the Credit
Agreement (as amended hereby) and the other Loan Documents shall remain in full force and effect.
This Agreement shall not be deemed (a) to be a waiver of, or consent to, or a modification or
amendment of, any term or condition of the Credit Agreement other than as expressly contemplated
hereby or any other Loan Document or (b) to be a waiver of, or consent to, a modification or
amendment to any term or provision of any Loan Document specifically consented to, waived, amended
or modified by this Agreement on any other occasion. References in the Credit Agreement to “this
Agreement” (and indirect references such as “hereunder”, “hereby”, “herein”, and “hereof”) and in
any Loan Document to such Credit Agreement shall be deemed to be references to such Credit
Agreement as modified hereby.
SECTION 5. Representations and Warranties/No Default.
(a) By its execution hereof, the Borrower hereby certifies that (i) each of the
representations and warranties set forth in the Credit Agreement and the other Loan Documents
(after giving effect to this Agreement and the transactions contemplated hereby) is true and
correct as of the date hereof as if fully set forth herein, except for any representation and
warranty made as of an earlier date, which representation and warranty shall remain true and
correct as of such earlier date; and (ii) no Default or Event of Default has occurred and is
continuing as of the date hereof after giving effect to this Agreement or the transactions
contemplated hereby.
(b) By its execution hereof, the Borrower hereby represents and warrants that it has the
right, power and authority and has taken all necessary corporate and company action to authorize
the execution, delivery and performance of this Agreement and each other document executed in
connection herewith to which it is a party in accordance with their respective terms.
SECTION 6. Governing Law. This Agreement shall be governed by, construed and enforced
in accordance with the laws of the State of New York, without reference to the conflicts of law
principles thereof.
SECTION 7. Counterparts. This Agreement may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which when so executed
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shall be deemed to be an original and shall be binding upon all parties, their successors and
assigns, and all of which taken together constitute one and the same agreement.
SECTION 8. Electronic Transmission. A facsimile, telecopy or other reproduction of
this Agreement may be executed by one or more parties hereto, and an executed copy of this
Agreement may be delivered by one or more parties hereto by facsimile or similar electronic
transmission method 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 Agreement
as well as any facsimile, telecopy or other reproduction hereof.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the
date and year first above written.
| BORROWER: CORRECTIONS CORPORATION OF AMERICA |
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| By: | /s/ Xxxx X. Xxxxxxxxx | |||
| Name: | Xxxx X. Xxxxxxxxx | |||
| Title: | Executive Vice President, Chief Financial Officer and Treasurer | |||
| ADMINISTRATIVE AGENT: WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, on behalf of itself and the other Lenders |
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| By: | /s/ Xxxxxx Xxxxx | ||||
| Name: Xxxxxx Xxxxx | |||||
| Title: Director | |||||
