EXHIBIT 10.32
AMENDMENT XX. 0
XXXXXXXXX XX. 0, dated as of September 9 , 1997 (this "AMENDMENT"), among
CORNELL CORRECTIONS, INC., a corporation duly organized and validly existing
under the laws of the State of Delaware (the "COMPANY"); each of the
Subsidiaries of the Company identified under the caption "SUBSIDIARY GUARANTORS"
on the signature pages hereto (collectively, the "SUBSIDIARY GUARANTORS" and,
together with the Company, the "OBLIGORS"); each of the lenders that is a
signatory hereto identified under the caption "LENDERS" on the signature pages
hereto or that, pursuant to Section 12.06 of the Credit Agreement (defined
below), shall become a "Lender" under the Credit Agreement (collectively, the
"LENDERS"); and ING (U.S.) CAPITAL CORPORATION (formerly Internationale
Nederlanden (U.S.) Capital Corporation), a Delaware corporation, as agent for
the Lenders (in such capacity, together with its successors in such capacity,
the "AGENT").
The Obligors, the Lenders and the Agent are parties to an Amended and
Restated Credit Agreement, dated as of July 3, 1996, as amended by Amendment No.
1, dated December 1, 1996 (the "CREDIT AGREEMENT"), providing, subject to the
terms and conditions thereof, for extensions of credit to be made by the Lenders
to the Company in an aggregate principal or face amount not exceeding
$15,000,000. The Obligors, the Lenders and the Agent wish to modify the Credit
Agreement and, accordingly, the parties hereto hereby agree as follows:
Section 1. DEFINITIONS. Except as otherwise defined in this Amendment,
terms defined in the Credit Agreement are used herein as defined therein.
Section 2. AMENDMENTS. Subject to the satisfaction of the conditions
precedent specified in Section 4 below, but effective as of the date hereof, the
Credit Agreement shall be amended as follows:
2.01 DEFINITIONS.
(i) The definition of "Applicable Margin" in Section 1.01 of the Credit
Agreement shall be amended in its entirety to read as follows:
"APPLICABLE MARGIN" shall mean shall mean 0.50% for Base Rate
Loans and 2.50% for Eurodollar Loans; PROVIDED that if the EBITDA
Ratio as at the last day of any fiscal quarter of the Company shall
fall within any of the ranges set forth in Schedule A below then,
subject to the delivery to the Agent of a certificate of a senior
financial officer of the Company demonstrating such fact, the
"Applicable Margin" shall be reduced to the applicable percentage
set forth in Schedule A below opposite such range (where "x" is the
EBITDA Ratio) as of the fifth Business Day following delivery of
such certificate through the fifth Business Day following the date
of delivery of such a certificate with respect to the next
succeeding fiscal quarter (except that notwithstanding the
foregoing,
the Applicable Margin shall not as a consequence of this PROVISO be
reduced at any time during which a Default shall have occurred and
be continuing):
Schedule A
APPLICABLE MARGIN APPLICABLE MARGIN
FOR REVOLVING FOR REVOLVING
CREDIT LOANS CREDIT LOANS
THAT ARE THAT ARE
EBITDA RATIO BASE RATE LOANS EURODOLLAR LOANS
------------ --------------- ----------------
x less than or equal to 2.00 0.00% 1.75%
2.00 less than x less than or equal to 2.75 0.00% 2.00%
2.75 less than x less than or equal to 3.25 0.25% 2.25%
3.25 less than x 0.50% 2.50%
(ii) The definition of "EBITDA" in Section 1.01 of the Credit
Agreement shall be amended by deleting "PROVIDED, that "EBITDA" for each
of the first and second fiscal quarters of 1996 shall be deemed to be
$1,400,000" and inserting in place thereof "PROVIDED, that with respect to
any Eligible Acquisition made during such period, "EBITDA" shall include
the actual EBITDA attributable to the business acquired in such Eligible
Acquisition for each complete month that has elapsed since the date of
such Eligible Acquisition ("ACTUAL MONTHS"), together with the Obligors'
reasonably projected EBITDA for such business (as provided to the Lenders
pursuant to Section 7.02 hereof) for the number of complete consecutive
months commencing on the last day of such period ("PROJECTED MONTHS") such
that the number of Actual Months and the number of Projected Months equals
12".
(iii) The definition of "EBITDA Ratio" in Section 1.01 of the Credit
Agreement shall be amended by deleting the reference to "CapEx Loans" and
inserting in place thereof "Revolving Credit Loans the proceeds of which
were used to make Capital Expenditures and that were"
(iv) The definition of "Revolving Credit Commitment" in Section 1.01
of the Credit Agreement shall be amended by deleting the reference to
"$5,000,000" and inserting in place thereof "$60,000,000."
(v) Section 1.01 of the Credit Agreement shall be amended by adding
the following definitions:
"ELIGIBLE ACQUISITION" shall mean any acquisition by any
Obligor (regardless of the structure of the transaction) of the
capital stock of, or all or substantially all of the assets of, any
Person (or of a line of business or business segment of any Person)
that was, immediately prior to such acquisition, engaged primarily
in the business of operating correctional and/or detention
facilities or substance abuse rehabilitation facilities provided
that the revenues derived from such facilities are not reimbursable
through the Medicare or Medicaid programs or any other governmental
insurance program or any private insurance program.
"REVOLVING CREDIT COMMITMENT PERCENTAGE" shall mean, with
respect to any Lender, the ratio of (a) the amount of the Revolving
Credit Commitment of such Lender to (b) the aggregate amount of the
Revolving Credit Commitments of all of the Lenders."
"REVOLVING CREDIT COMMITMENT REDUCTION DATES" shall mean the
Quarterly Dates,
-2-
commencing with the last Business Day of September 2000 through and
including the last Business Day of December 2002."
(vi) The definition of "Revolving Credit Commitment Termination
Date" in Section 1.01 of the Credit Agreement shall be amended by deleting
"December 31, 1997" and inserting in place thereof "March 31, 2003."
2.02 COMMITMENTS, LOANS, NOTES AND PREPAYMENTS.
(i) Section 2.01(a) of the Credit Agreement shall be amended by
deleting the period (".") at the end of the first sentence thereof and
inserting in place thereof ", PROVIDED that in no event shall the
aggregate principal amount of all Revolving Credit Loans, together with
the aggregate amount of all Letter of Credit Liabilities, exceed the
aggregate amount of the Revolving Credit Commitments as in effect from
time to time."
(ii) Section 2.03(a) of the Credit Agreement is amended in its
entirety to read as follows:
"(a) The aggregate amount of the Revolving Credit Commitments
shall automatically be reduced (i) by $3,000,000 on each Revolving
Credit Commitment Reduction Date and (ii) to zero on the Revolving
Credit Commitment Termination Date."
(iii) Section 2.03(e) of the Credit Agreement shall be amended by
(1) inserting "or Letter of Credit Liabilities" after "Revolving Credit
Loans" in clause (iv) thereof and (2) deleting "CapEx Commitments" in
clause (v) thereof and inserting in place thereof "Revolving Credit
Commitments".
(iv) Section 2.04 of the Credit Agreement is amended by (1) deleting
"(based on the CapEx Loan Commitments) use of each Lender's CapEx Loan
Commitment)" and inserting in place thereof "(based on the Revolving
Credit Commitments) use of each Lender's Revolving Credit Commitment", (2)
deleting the reference to "Closing Date" and inserting in place thereof
"September __, 1997" and (3) deleting the reference to "1/2 of 1%" and
inserting in place thereof "0.375%".
(v) Section 2.09(f) of the Credit Agreement shall be amended by:
(1) deleting ", and the Commitments shall be subject to
automatic reduction,"; and
(2) deleting "and reduction to be effected in each case in the
manner and to the extent specified in clause (h)(1) of this
Section 2.09" and inserting in place thereof " and/or cover to
be applied to Revolving Credit Loans then outstanding and/or
Letter of Credit Liabilities".
(vi) Section 2.10 of the Credit Agreement shall be amended by:
(1) in the first sentence thereof, (A) deleting "exceed" and
(B) deleting the comma (",") immediately following "Letter of
Credit Liabilities" and inserting in place thereof "exceed the
lesser of (i) $15,000,000 and (ii)";
(2) in paragraph (g) thereof, deleting "3%" and inserting in
place thereof "the Applicable Margin for Revolving Credit
Loans that are Eurodollar Loans" and deleting "3/4" and
inserting in place thereof "1/4"; and
(3) by deleting "CapEx Loan Commitment", "CapEx Loan
Commitment Percentage",
-3-
"CapEx Loan Commitments", "CapEx Loans" and "CapEx Loan
Commitment Termination Date" wherever they appear and
inserting in place thereof "Revolving Credit Commitment",
"Revolving Credit Commitment Percentage", "Revolving Credit
Commitments", "Revolving Credit Loans" and "Revolving Credit
Commitment Termination Date", respectively.
2.03 PAYMENTS OF PRINCIPAL AND INTEREST. Section 3.01(a) of the
Credit Agreement is amended in its entirety to read as follows:
"(a) The Company hereby promises to pay to the Agent for the account
of each Lender:
(i) on any Revolving Credit Commitment Reduction Date,
an amount equal to the excess (if any) of (x) the entire
outstanding principal of such Lender's Revolving Credit Loans
outstanding plus (y) such Lender's Letter of Credit
Liabilities over the Revolving Credit Commitment of such
Lender as reduced pursuant to clause (i) of Section 2.03(a)
hereof on such Revolving Credit Commitment Reduction Date, and
(ii) the entire outstanding principal of such Lender's
Revolving Credit Loans outstanding, and each Revolving Credit
Loan shall mature, on the Revolving Credit Commitment
Termination Date."
2.04 CONDITIONS PRECEDENT. Section 7.02 of the Credit Agreement
shall be amended by (1) deleting "CapEx Loan" and "CapEx Loans" wherever
they appear and inserting in place thereof "Revolving Credit Loan" and
"Revolving Credit Loans", respectively and (2) deleting, in the first
sentence thereof, "CapEx Loan (including, if applicable, upon the initial
borrowing hereunder)" and inserting in place thereof "Revolving Credit
Loan the proceeds of which will be used to make Capital Expenditures and".
2.05 COVENANTS OF THE COMPANY.
(i) Sections 9.10 and 9.23 of the Credit Agreement shall be amended
in their entirety to read as follows:
"9.10 EBITDA RATIO. The Company will not permit the EBITDA Ratio to
exceed 4.00 to 1."
"9.23 USE OF PROCEEDS. The Company will use the proceeds of the
Revolving Credit Loans solely:
(i) for working capital purposes,
(ii) to make principal and interest payments on Revolving
Credit Loans or CapEx Loans, and
(iii) to make Capital Expenditures;
PROVIDED that neither the Agent nor any Lender shall have any
responsibility as to the use of any of such proceeds.
Notwithstanding the foregoing, no more than $10,000,000 of the
aggregate proceeds of the Revolving Credit Loans may be used for
working capital purposes."
(ii) Section 9.08(d) of the Credit Agreement is amended by deleting
"CapEx Loans" and inserting in place thereof "Revolving Credit Loans".
-4-
2.06 AGENCY FEE. Section 11.09 of the Credit Agreement shall be
amended in its entirety to read as follows:
"11.09 AGENCY FEE. Commencing on the first Quarterly Date that
occurs on or after the date hereof, and thereafter so long as the
Commitments are in effect and until payment in full of the principal of
and interest on the Loans and all other amounts payable by the Company
hereunder, the Company will pay to the Agent an agency fee of $12,500 per
quarter, payable in arrears on the Quarterly Dates. Such fee, once paid,
shall be non-refundable.
2.07 ASSIGNMENTS AND PARTICIPATIONS. Section 12.06(b) of the Credit
Agreement shall be amended by amending clause (iii) in its entirety to read:
"(iii) each such assignment by a Lender of its Revolving Credit
Loans, Letter of Credit Liabilities or Revolving Credit Commitment shall
be made in such manner so that the same portion of its Revolving Credit
Loans, Letter of Credit Liabilities and Revolving Credit Commitment is
assigned to the respective assignee;".
Section 3. REPRESENTATIONS AND WARRANTIES. Each of the Obligors represents
and warrants to the Lenders that the representations and warranties set forth in
Section 8 of the Credit Agreement are true and complete on the date hereof, as
if made on and as of the date hereof (or, if such representation or warranty is
expressly stated to have been made as of a specific date, as of such specific
date), and as if each reference in said Section 8 to "this Agreement" included
reference to this Amendment.
Section 4. CONDITIONS PRECEDENT. As provided in Section 2 above, the
amendment to the Credit Agreement set forth in said Section 2 shall become
effective, as of the date hereof, upon the execution and delivery of this
Amendment by the Company, the Subsidiary Guarantors, the Agent and each of the
Lenders, subject to the conditions precedent that the Agent shall have received
the following, each of which shall be satisfactory to the Agent in form and
substance:
(i) CORPORATE DOCUMENTS. Certified copies of all corporate authority
(including, without limitation, board of director resolutions and evidence
of the incumbency of officers) for each Obligor with respect to the
execution, delivery and performance of (1) this Amendment and all
documents and instruments to be delivered in connection herewith and all
transactions contemplated hereby and (2) the further amendment of the
Credit Agreement contemplated by Section 7 below.
(ii) NOTE. The Revolving Credit Note in substantially the form of
Exhibit 1 hereto, duly completed and executed.
(iii) REPAYMENT OF LOANS. Payment by the Company in full of all
outstanding CapEx Loans and all interest and accrued commitment fees.
(iv) NET CASH FLOW. Evidence to the satisfaction of the Majority of
Lenders that upon consummation of the Abraxas Acquisition and all transactions
contemplated thereby, the product of (x) the Net Cash Flow with respect to the
business acquired in the Abraxas Acquisition for the year period commencing on
the date of such acquisition TIMES (y) six is greater than the principal amount
of the Loans borrowed hereunder to finance such acquisition (satisfaction of
this Section 4(iv) shall be deemed to satisfy Section 7.02(e) of the Credit
Agreement). For purposes of this Section 4(iv), "Abraxas Acquisition" shall mean
the acquisition of certain assets pursuant to the Asset Purchase Agreement dated
September __, 1997 among the Company, Abraxas Group, Inc., Foundation for
Abraxas, Inc., Abraxas Foundation, Inc., Abraxas Foundation of Ohio and Abraxas,
Inc.
-5-
(v) SECURITY AGREEMENT. Amendment No. 3 to the Security Agreement,
in substantially the form of Exhibit 2 hereto, duly completed and
executed.
(vi) OTHER DOCUMENTS. Such other documents as the Agent or any
Lender (or counsel thereto) may reasonably request.
Section 5. ADDITIONAL SUBSIDIARY GUARANTORS. Abraxas Group, Inc., WBP
Leasing, Inc., CCG I Corporation and Cornell Corrections of Georgia, L.P., each
duly organized and validly existing under the laws of the State of Delaware,
each hereby becomes a "Subsidiary Guarantor" (and, thereby, an "Obligor") under
the Credit Agreement, as required pursuant to Section 9.24 of the Credit
Agreement.
Section 6. TERMINATION OF CERTAIN LOAN COMMITMENTS. Pursuant to Section
2.03(e) of the Credit Agreement, the Company hereby terminates all Term Loan
Commitments, Repurchase Loan Commitments and the CapEx Loan Commitments.
Section 7. COOPERATION. The Company and each Subsidiary Guarantor shall
cooperate with the Lenders and Agent to amend and restate the Credit Agreement
promptly after the date hereof to incorporate changes to the Credit Agreement,
including changes effected by this Amendment and related changes to the
covenants set forth in Section 9 of the Credit Agreement, that the Lenders deem
reasonably necessary to facilitate the assignment and participation of the
Loans, Notes, Letter of Credit Liabilities and Commitments by ING (U.S.) Capital
Corporation pursuant to Section 12.06 of the Credit Agreement.
Section 8. USE PERMITS. The Obligors, promptly after the date hereof,
shall file all applications, notices and other materials necessary to obtain the
Use Permits required in connection with the Abraxas Acquisition and shall take
all other actions necessary to ensure that such Use Permits are obtained as soon
as practicable after the date hereof.
Section 9. OUTSTANDING LOANS. All principal and interest on the Term Loans
and Repurchase Loans has been paid in full by the Company. Upon satisfaction of
Section 4(iii) of this Amendment, all principal and interest on the CapEx Loans
shall have been paid in full.
Section 10. MISCELLANEOUS. Except as herein provided, the Credit Agreement
shall remain unchanged and in full force and effect. This Amendment may be
executed in any number of counterparts, all of which taken together shall
constitute one and the same amendatory instrument and any of the parties hereto
may execute this Amendment by signing any such counterpart. This Amendment shall
be governed by, and construed in accordance with, the internal laws of the State
of New York.
-6-
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered as of the day and year first above written.
CORNELL CORRECTIONS, INC.
By /s/ XXXXXX X. XXXXX
Title: CFO
SUBSIDIARY GUARANTORS
ABRAXAS GROUP, INC.
By /s/ XXXXXX X. XXXXX
Title: CFO
CCG I CORPORATION
By /s/ XXXXXX X. XXXXX
Title: CFO
CORNELL CORRECTIONS MANAGEMENT,
INC.
By /s/ XXXXXX X. XXXXX
Title: CFO
CORNELL CORRECTIONS CONSULTING,
INC.
By /s/ XXXXXX X. XXXXX
Title: CFO
CORNELL CORRECTIONS OF
RHODE ISLAND, INC.
By /s/ XXXXXX X. XXXXX
Title: CFO
-7-
THE XXXXXXX XXX GROUP, L.P.
By CORNELL CORRECTIONS OF NORTH
AMERICA, INC.
By /s/ XXXXXX X. XXXXX
Title: CFO
CORNELL CORRECTIONS OF NORTH
AMERICA, INC.
By /s/ XXXXXX X. XXXXX
Title: CFO
CORNELL CORRECTIONS OF
TEXAS, INC.
By /s/ XXXXXX X. XXXXX
Title: CFO
CORNELL CORRECTIONS OF CALIFORNIA,
INC.
By /s/ XXXXXX X. XXXXX
Title: CFO
CORNELL CORRECTIONS OF GEORGIA,
L.P.
By CCG I CORPORATION
By /s/ XXXXXX X. XXXXX
Title: CFO
INTERNATIONAL SELF-HELP
SERVICES, INC.
By /s/ XXXXXX X. XXXXX
Title: CFO
WBP LEASING, INC.
By /s/ XXXXXX X. XXXXX
Title: CFO
-8-
LENDERS
ING (U.S.) CAPITAL CORPORATION
By /s/ XXXXX X. XXXXXXXXXX
Title: VICE PRESIDENT
AGENT
ING (U.S.) CAPITAL CORPORATION,
as Agent
By /s/ XXXXX X. XXXXXXXXXX
Title: VICE PRESIDENT
-9-
[ING CAPITAL LETTERHEAD]
February 12, 1997
Cornell Corrections, Inc.
0000 Xxxxxxx
Xxxxx 0000 Xxxx
Xxxxxxx, Xxxxx 00000
Attention: Xx. Xxxxx X. Xxxxx
Treasurer and Chief Financial Officer
RE: MODIFICATION TO THE CREDIT AGREEMENT
Dear Sirs:
Reference is made to the Credit Agreement dated as of July 3, 1996 among
Cornell Corrections, Inc., its subsidiaries, certain lenders, and ING (U.S.)
Capital Corporation, as agent for said lenders (as amended to the date hereof,
the "CREDIT AGREEMENT").
Please sign this letter in the place specified below to indicate your
agreement that, effective as of December 1, 1996, the Credit Agreement shall be
amended by deleting in its entirety Section 9.12 thereof (EBITDA).
Very truly yours
ING (U.S.) Capital Corporation
/s/ XXXXX X. XXXXXXXXXX
Xxxxx X. Xxxxxxxxxx
Senior Associate
AGREED TO:
CORNELL CORRECTIONS, INC.
/s/ XXXXXX X. XXXXX
Name: Xxxxxx X. Xxxxx
Title: CFO
AMENDMENT XX. 0
XXXXXXXXX XX. 0, dated as of December 1, 1996, among CORNELL CORRECTIONS,
INC., a corporation duly organized and validly existing under the laws of the
State of Delaware (the "COMPANY"); each of the Subsidiaries of the Company
identified under the caption "SUBSIDIARY GUARANTORS" on the signature pages
hereto (collectively, the "Subsidiary Guarantors" and, together with the
Company, the "OBLIGORS"); each of the lenders that is a signatory hereto
identified under the caption "LENDERS" on the signature pages hereto or that,
pursuant to Section 12.06 of the Credit Agreement (defined below), shall become
a "Lender" under the Credit Agreement (collectively, the "LENDERS"); and ING
(U.S.) CAPITAL CORPORATION (formerly Internationale Nederlanden (U.S.) Capital
Corporation), a Delaware corporation, as agent for the Lenders (in such
capacity, together with its successors in such capacity, the "AGENT").
The Obligors, the Lenders and the Agent are parties to an Amended and
Restated Credit Agreement, dated as of July 3, 1996 (the "CREDIT AGREEMENT"),
providing, subject to the terms and conditions thereof, for extensions of credit
to be made by said Lenders to the Company in an aggregate principal or face
amount not exceeding $35,000,000. The Obligors, the Lenders and the Agent wish
to modify the Credit Agreement and, accordingly, the parties hereto hereby agree
as follows:
Section 1. DEFINITIONS. Except as otherwise defined in this Amendment,
terms defined in the Credit Agreement are used herein as defined therein.
Section 2. AMENDMENTS. Subject to the satisfaction of the conditions
precedent specified in Section 4 below, but effective as of the date hereof, the
Credit Agreement shall be amended as follows:
2.01 DEFINITIONS.
(i) The definition of "CapEx Loan Commitment" in Section 1.01 of the
Credit Agreement shall be amended by deleting the reference to
"$6,950,000" and inserting in place thereof "$10,000,000."
(ii) The second sentence of the definition of "Interest Period" in
Section 1.01 of the Credit Agreement is amended by deleting the second
sentence thereof, and replacing it with the following:
"Notwithstanding the foregoing: (i) if (x) any Interest Period for
any Revolving Credit Loan would otherwise end after the Revolving
Credit Commitment Termination Date, or (y) any Interest Period for
any CapEx Loan would otherwise end after the CapEx Loan Commitment
Termination Date, such Interest Period shall not be available; and
(ii) each Interest Period that would otherwise end on a day that is
not a Business Day shall end on the next succeeding Business Day
(or, if such next succeeding Business Day falls in the next
succeeding calendar month, on the next preceding Business Day)."
(iii) The definition of "Revolving Credit Commitment" in Section
1.01 of the Credit Agreement shall be amended by deleting the reference to
"$2,500,000" and inserting in place thereof "$5,000,000."
-1-
(iv) The definition of "Revolving Credit Commitment Termination
Date" in Section 1.01 of the Credit Agreement shall be amended by deleting
the reference to "June 30, 2001" and inserting in place thereof "December
31, 1997."
2.02 COMMITMENTS, LOANS, NOTES AND PREPAYMENTS.
(i) Clause (c) of the first sentence of Section 2.08 of the Credit
Agreement is deleted, and the following clauses (d) and (e) of such
Section are to be designated as clauses "(c)" and "(d)" respectively.
(ii) Section 2.09(h) of the Credit Agreement is amended by deleting
from clause (i) thereof reference to "(but, in the case of CapEx Loans,
only after the first CapEx Loan Principal Payment Date)".
(iii) Section 2.04 of the Credit Agreement is amended by replacing
the reference to "Closing Date" with a reference to "December 1, 1996."
2.03 PAYMENTS OF PRINCIPAL AND INTEREST. Section 3.01(c) of the
Credit Agreement is amended in its entirety to read as follows:
"(c) The Company hereby promises to pay to the Agent for account of
each Lender the entire outstanding principal of such Lender's CapEx Loans
outstanding, and each CapEx Loan shall mature, on the CapEx Loan
Commitment Termination Date."
2.04 COVENANTS OF THE COMPANY.
(i) Paragraph (6) of Section 9.04 is deleted and the following
paragraph (7) is to be designated as paragraph "(6)".
(ii) Sections 9.10, 9.11, 9.13, 9.14, 9.16 and 9.23 of the Credit
Agreement shall be amended in their entirety to read as follows:
"9.10 EBITDA RATIO. The Company will not permit the EBITDA Ratio to
exceed 3.00 to 1."
"9.11 NET WORTH. The Company will not permit its Net Worth to be
less than $35,000,000."
"9.13 INTEREST COVERAGE RATIO. The Company will not permit the
Interest Coverage Ratio to be less than (a) on December 31, 1996, 1.5 to
1, and (b) at all times thereafter, 2.0 to 1."
"9.14 FIXED CHARGES RATIO. The Company will not permit the Fixed
Charges Ratio to be less than 1.25 to 1."
"9.16 LEVERAGE RATIO. The Company will not permit the Leverage Ratio
to exceed 5.00 to 1."
"9.23 USE OF PROCEEDS. The Company will:
(i) use the proceeds of Revolving Credit Loans solely for
working capital purposes, and none of such proceeds shall be used to
make Capital Expenditures, and
(ii) use the proceeds of the CapEx Loans solely to make
Capital Expenditures;
-2-
PROVIDED that neither the Agent nor any Lender shall have any
responsibility as to the use of any of such proceeds."
2.05 AGENCY FEE. Section 11.09 of the Credit Agreement shall be
amended in its entirety to read as follows:
"11.09 AGENCY FEE. Commencing on the first Quarterly Date that
occurs on or after the First Loan Date, and thereafter so long as the
Commitments are in effect and until payment in full of the principal of
and interest on the Loans and all other amounts payable by the Company
hereunder, the Company will pay to the Agent an agency fee of $10,000 per
quarter, payable in arrears on the Quarterly Dates. Such fee, once paid,
shall be non-refundable. For purposes hereof, `FIRST LOAN DATE' shall mean
the first date occurring after December 1, 1996 on which any Loan shall be
made."
Section 3. REPRESENTATIONS AND WARRANTIES. Each of the Obligors represents
and warrants to the Lenders that the representations and warranties set forth in
Section 8 of the Credit Agreement are true and complete on the date hereof, as
if made on and as of the date hereof (or, if such representation warranty is
expressly stated to have been made as of a specific date, as of such specific
date), and as if each reference in said Section 8 to "this Agreement" included
reference to this Amendment.
Section 4. CONDITIONS PRECEDENT. As provided in Section 2 above, the
amendment to the Credit Agreement set forth in said Section 2 shall become
effective, as of the date hereof, upon the execution and delivery of this
Amendment by the Company, the Subsidiary Guarantors, the Agent and each of the
Lenders, subject to the conditions precedent that the Agent shall have received
the following, each of which shall be satisfactory to the Agent in form and
substance:
(i) CORPORATE DOCUMENTS. Certified copies of all corporate authority
for each Obligor (including, without limitation, board of director
resolutions and evidence of the incumbency of officers) with respect to
the execution, delivery and performance of this Amendment and all
documents and instruments to be delivered in connection herewith and all
transactions contemplated hereby.
(ii) OTHER DOCUMENTS. Such other documents as the Agent or any
Lender (or counsel thereto) may reasonably request.
Section 5. MISCELLANEOUS. Except as herein provided, the Credit Agreement
shall remain unchanged and in full force and effect. This Amendment may be
executed in any number of counterparts, all of which taken together shall
constitute one and the same amendatory instrument and any of the parties hereto
may execute this Amendment by signing any such counterpart. This Amendment shall
be governed by, and construed in accordance with, the internal laws of the State
of New York.
-3-
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered as of the day and year first above written.
CORNELL CORRECTIONS, INC.
By /s/ XXXXXX X. XXXXX
Title: CFO
SUBSIDIARY GUARANTORS
CORNELL CORRECTIONS MANAGEMENT, INC.
By /s/ XXXXXX X. XXXXX
Title: CFO
CORNELL CORRECTIONS CONSULTING, INC.
By /s/ XXXXXX X. XXXXX
Title: CFO
CORNELL CORRECTIONS OF RHODE ISLAND, INC.
By /s/ XXXXXX X. XXXXX
Title: CFO
-4-
THE XXXXXXX XXX GROUP, L.P.
By CORNELL CORRECTIONS OF NORTH AMERICA,
INC.
By /s/ XXXXXX X. XXXXX
Title: CFO
CORNELL CORRECTIONS OF NORTH AMERICA, INC.
By /s/ XXXXXX X. XXXXX
Title: CFO
CORNELL CORRECTIONS OF TEXAS, INC.
By /s/ XXXXXX X. XXXXX
Title: CFO
CORNELL CORRECTIONS OF CALIFORNIA, INC.
By /s/ XXXXXX X. XXXXX
Title: CFO
INTERNATIONAL SELF-HELP SERVICES, INC.
By /s/ XXXXXX X. XXXXX
Title: CFO
-5-
LENDERS
ING (U.S.) CAPITAL CORPORATION
By /s/ XXXXX X. XXXXXXXXXX
Title: SENIOR ASSOCIATE
AGENT
ING (U.S.) CAPITAL CORPORATION,
as Agent
By /s/ XXXXX X. XXXXXXXXXX
Title: SENIOR ASSOCIATE
-6-
