EXHIBIT 25.1
AMENDMENT XX. 0
XXXXXXXXX XX. 0 dated as of February 20, 2004 among The GEO
Group, Inc. (f/k/a Wackenhut Corrections Corporation), a Florida corporation
(the "BORROWER"), the lenders parties hereto, BNP PARIBAS, as administrative
agent for such lenders (in such capacity, the "ADMINISTRATIVE AGENT"), amending
the Credit Agreement referred to below.
WHEREAS, the Borrower, the lenders party thereto and the
Administrative Agent have entered into an Amended and Restated Credit Agreement
dated as of July 9, 2003 (as amended, modified, restated and otherwise
supplemented from time to time, the "CREDIT AGREEMENT"); and
WHEREAS, the parties hereto wish to amend the Credit Agreement
as provided herein;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. DEFINITIONS. Capitalized terms used and not defined herein shall
have the respective meanings given to them in the Credit Agreement.
2. AMENDMENT TO CREDIT AGREEMENT.
(a) Section 1.1 is amended to add a definition of the
following term in appropriate alphabetical order:
"ANNOUNCEMENT" means the public announcement by the
Borrower that it has entered into a definitive purchase
agreement for the acquisition of a Permitted Business.
(b) Section 1.1 is amended to revise the definition of
"Capital Expenditures" to read in its entirety as follows:
"CAPITAL EXPENDITURES" means with respect to the Borrower
and its Restricted Subsidiaries for any period, the aggregate
cost of all Capital Assets acquired by the Borrower and its
Restricted Subsidiaries during such period, as determined in
accordance with GAAP; PROVIDED that for five (5) consecutive
fiscal quarters beginning with the fiscal quarter ending June
27, 2004 any capitalized costs related to the purchase and
implementation of a new management information operating
system for the Borrower and its Subsidiaries, in an aggregate
amount not to exceed $6,000,000, shall be excluded from the
calculation of Capital Expenditures.
(c) Section 4.4(b)(iii) is amended as follows:
(i) clause (z) is amended to revise the proviso at
the end thereof to read in its entirety as follows:
PROVIDED that (A) if the Borrower does not make an
Announcement by June 28, 2004, then no later than June 28,
2004 the Borrower shall make such mandatory principal
prepayments in amounts equal to the remaining balance of
such Net Cash Proceeds which have not been reinvested in
Permitted Acquisitions or in other revenue producing
assets related to a Permitted Business by such date and
(B) if the Borrower does make an Announcement by June 28,
2004, then no later than October 26, 2004 the Borrower
shall make such mandatory principal prepayments in amounts
equal to the remaining balance of such Net Cash Proceeds
which have not been reinvested in Permitted Acquisitions
or in other revenue producing assets related to a
Permitted Business by October 26, 2004.
(ii) the second sentence of such section is amended
to read in its entirety as follows:
If Net Cash Proceeds referred to in clause (y) of the
preceding sentence are not reinvested by the date which is
two hundred seventy (270) days following the Borrower's or
Restricted Subsidiary's receipt thereof, the Borrower
shall make a mandatory prepayment in an amount equal to
such Net Cash Proceeds as described above on such date.
(d) Section 4.4(b)(v) is amended to read in its entirety as
follows:
No later than (A) June 28, 2004 for the Fiscal Year ending
December 28, 2003 and (B) one hundred and twenty five (125)
days after the end of any Fiscal Year commencing with the
Fiscal Year ending December 26, 2004, if at any Fiscal Year
end the Total Leverage Ratio exceeds 1.50 to 1.00, the
Borrower shall make a mandatory principal repayment of the
Loans in an amount equal to fifty percent (50%) of Excess Cash
Flow, if any, for such Fiscal Year; PROVIDED that for the
Fiscal Year ending December 28, 2003, if the Borrower makes
the Announcement prior to June 28, 2004, the Borrower shall
not be required to make such repayment until October 26, 2004.
Notwithstanding the foregoing, Excess Cash Flow computed for
the Fiscal Year ending December 28, 2003 shall be for the
period from July 1, 2003 through December 28, 2003.
(e) Section 5.1(c) is amended to replace the pricing grid
appearing in such Section with the following new pricing grid:
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REVOLVING CREDIT LOANS TERM LOANS
-------------------------------- ---------------------------------
PRICING LEVEL TOTAL LEVERAGE RATIO LIBOR BASE RATE LIBOR BASE RATE
-------------- ---------------------------------- --------------- ---------------- ---------------- ----------------
IV Greater than 3.00 to 1.00 2.75% 1.50% 2.50% 1.25%
-------------- ---------------------------------- --------------- ---------------- ---------------- ----------------
III Greater than 2.50 to 1.00, but 2.50% 1.25% 2.50% 1.25%
less than or equal to 3.00 to
1.00
-------------- ---------------------------------- --------------- ---------------- ---------------- ----------------
II Greater than 2.00 to 1.00, but 2.25% 1.00% 2.50% 1.25%
less than or equal to 2.50 to
1.00
-------------- ---------------------------------- --------------- ---------------- ---------------- ----------------
I Less than or equal to 2.00 2.00% 0.75% 2.50% 1.25%
-------------- ---------------------------------- --------------- ---------------- ---------------- ----------------
3. CONDITIONS TO EFFECTIVENESS. This Amendment shall become effective
as of the date hereof when:
(a) the Administrative Agent shall have received counterparts
of this Amendment executed by the Borrower and the Lenders;
(b) the Administrative Agent shall have received a certificate
of the secretary or the assistant secretary of the Borrower certifying as to the
incumbency and genuineness of the signature of the officer of the Borrower
executing this Amendment; and
(c) the Borrower shall have paid to the Administration Agent
all fees and expenses payable by the Borrower in connection with the
preparation, execution and delivery of this Amendment.
4. REPRESENTATION OF BORROWER. The Borrower represents and warrants to
the Lenders and the Administrative Agent that after giving effect to this
Amendment, (i) the representations and warranties of the Borrower contained in
the Credit Agreement are true and correct on the date hereof, except to the
extent that such representations and warranties expressly relate to an earlier
date, and (ii) no Default or Event of Default has occurred and is continuing.
5. COUNTERPARTS. This Amendment may be executed in several counterparts
and by the different parties hereto on separate counterparts, all of which taken
together shall constitute but one and the same Amendment. Delivery of an
executed counterpart of a signature page of this Amendment by telecopy shall be
effective as delivery of a manually executed counterpart of this Amendment.
6. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
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7. CREDIT AGREEMENT REMAINS IN EFFECT. Except as provided herein, all
provisions, terms and conditions of the Credit Agreement shall remain in full
force and effect. As amended hereby, the Credit Agreement is ratified and
confirmed in all respects. Whenever the "Credit Agreement" is referred to in the
Credit Agreement, any other Loan Document or any of the Exhibits thereto or any
other instrument or document executed in connection therewith, it shall be
deemed to mean the Credit Agreement as amended hereby.
8. NO OTHER AGREEMENTS. This Amendment sets forth the entire agreement
among the parties with respect to the subject matter hereof, and supercedes any
prior agreements, written or oral, relating thereto.
[signature pages follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
THE GEO GROUP, INC.
By: /s/ XXXX X. X'XXXXXX
-----------------------------
Name:
Title: Senior Vice President, Chief
Financial Officer
BNP PARIBAS,
as a Lender and as Administrative Agent
By: /s/ XXXXX X. MARCH
-----------------------------
Name:
Title: Director
By: /s/ XXXXXXXXXXX XXXXXX
-----------------------------
Name:
Title: Associate
[SIGNATURE PAGES OF ADDITIONAL LENDERS FOLLOW]
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The undersigned Lender hereby agrees to all of the terms and provisions of the
foregoing Amendment.
[Name of Lender]
By:
-----------------------------------
Name:
Title:
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