AMENDMENT NO. 2

Exhibit 10.1

EXECUTION VERSION

AMENDMENT XX. 0

          XXXXXXXXX XX. 0 dated as of May 2, 2011 among The GEO Group, Inc., a Florida corporation (the “Borrower”), its Subsidiaries listed on the signature pages hereto as Guarantors, and BNP Paribas, in its capacity as Administrative Agent under the Credit Agreement referred to below (the “Administrative Agent”) pursuant to authority granted to it by the Required Lenders and by all Tranche B Term Lenders (after giving effect to any replacement of Tranche B Term Lenders in connection with this Amendment No. 2 pursuant to Section 2.18(b) of the Credit Agreement referred to below).

          The Borrower, the Lenders party thereto and the Administrative Agent are parties to a Credit Agreement dated as of August 4, 2010 (as amended by Amendment No. 1, dated as of February 8, 2011, and as may be further amended, restated or otherwise modified from time to time, the “Credit Agreement”), providing, subject to the terms and conditions thereof, for extensions of credit (by means of loans and letters of credit) to be made by the Lenders to the Borrower in an aggregate principal or face amount not exceeding $1,000,000,000.

          The Borrower has requested, and the Lenders party hereto have agreed, that the Credit Agreement be amended in certain respects on the terms and conditions hereof, and accordingly the parties hereto hereby agree as follows:

          Section 1. Definitions; Section References. Except as otherwise defined in this Amendment No. 2 or as the context requires, terms defined in the Credit Agreement are used herein as defined therein, and references to Sections mean the respective Sections of the Credit Agreement.

          Section 2. Amendments.

          2.01. References Generally. References in the Loan Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement as amended hereby.

          2.02. Amendments to the Credit Agreement. 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:

          (a) Definitions.

          (i) The following new defined terms shall be inserted into Section 1.01 in the appropriate alphabetical order:

     “Amendment No. 2” means Amendment No. 2 to this Agreement dated as of May 2, 2011.

          “Amendment No. 2 Effective Date” means the date on which the amendments set forth in Amendment No. 2 become effective.

          (ii) Clause (b) of the definition of “Applicable Rate” in Section 1.01 shall be amended to read as follows: “(b) for Tranche B Term Loans, (i) 2.75% per annum in the case of Eurodollar Loans and (ii) 1.75% in the case of ABR Loans”.

          (iii) The definition of “LIBO Rate” in Section 1.01 shall be amended by replacing all references to “1.50%” with “1.00%” in the last sentence thereof.

          (b) Section 2.10(a) shall be amended by inserting a new sentence at the end thereof reading as follows:

     “If, on or before the date falling three months after the Amendment No. 2 Effective Date, all or any portion of the Tranche B Term Loans held by any Tranche B Term Lender are prepaid with the Net Available Proceeds of any Indebtedness pursuant to Section 2.10(b)(v), then, without limiting any of its other obligations hereunder, the Borrower shall pay to such Tranche B Term Lender on the date of such prepayment an amount equal to 1.00% of the principal amount of such Tranche B Term Loan so prepaid.”

     Section 3. Representations and Warranties. The Borrower represents and warrants to the Lenders and the Administrative Agent, that: (a) the representations and warranties set forth in Article III (as hereby amended) of the Credit Agreement, and in each of the other Loan Documents, are true and complete on the date hereof as if made on and as of the date hereof (or, if any such representation or warranty is expressly stated to have been made as of a specific date, such representation or warranty shall be true and correct as of such specific date), and as if each reference in said Article III to “this Agreement” included reference to this Amendment No. 2 and (b) no Default has occurred and is continuing. All references herein to “the date hereof” mean references to the date of the Credit Agreement.

     Section 4. Conditions Precedent. The amendments set forth in Section 2 hereof shall become effective on the date that each of the following conditions shall have been satisfied:

          (a) the Administrative Agent shall have received counterparts of this Amendment No. 2 executed by the Borrower, the Guarantors and the Administrative Agent; and

          (b) the Borrower shall have paid to each Lender that executed and delivered a counterpart hereof on or before April 13, 2011 a consent fee equal to 0.125% of the aggregate principal amount of its Tranche B Term Loans outstanding on such date.

     Section 5. Security Documents. The Borrower and the Guarantors hereby ratify and confirm their respective obligations, and the Liens respectively granted by them, under the Loan Documents.

     Section 6. Miscellaneous. Except as herein provided, the Loan Documents shall remain unchanged and in full force and effect. This Amendment No. 2 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 No. 2 by signing any such counterpart. This Amendment No. 2 shall be governed by, and construed in accordance with, the law of the State of New York.

[Signature pages follow]

Amendment No. 2

          IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be duly executed and delivered as of the day and year first above written.

	THE GEO GROUP, INC., as Borrower
	By:	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Senior Vice President and CFO

Amendment No. 2

	GUARANTORS : CORRECTIONAL SERVICES CORPORATION
	By:	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Vice President and Treasurer
	CORRECTIONAL PROPERTIES PRISON FINANCE LLC
	By:	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Vice President—Finance
	CPT LIMITED PARTNER, LLC
	By:	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Vice President
	CPT OPERATING PARTNERSHIP L.P.
	By:	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Vice President—Finance
	GEO ACQUISITION II, INC.
	By:	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Vice President—Finance
	GEO CARE, INC.
	By:	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Treasurer
	GEO HOLDINGS I, INC.
	By:	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Vice President—Finance

Amendment No. 2

	GEO RE HOLDINGS LLC
	By:	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Senior Vice President & Treasurer
	GEO TRANSPORT, INC.
	By:	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Vice President and Treasurer
	JUST CARE, INC.
	By:	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Vice President and Treasurer
	PUBLIC PROPERTIES DEVELOPMENT AND LEASING LLC
	By:	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Vice President — Finance
	CORNELL COMPANIES, INC.
	By:	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Vice President and CFO
	CCG I CORPORATION
	By:	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Vice President and CFO
	CORNELL ABRAXAS GROUP, INC.
	By:	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Vice President and CFO

Amendment No. 2

	CORNELL COMPANIES ADMINISTRATION, LLC
	By:	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Vice President and CFO
	CORNELL COMPANIES MANAGEMENT HOLDINGS, LLC
	By:	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Vice President and CFO
	CORNELL COMPANIES MANAGEMENT, LP
	By:	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Vice President and CFO
	CORNELL COMPANIES MANAGEMENT SERVICES, LIMITED PARTNERSHIP
	By:	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Vice President and CFO
	CORNELL CORRECTIONS MANAGEMENT, INC.
	By:	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Vice President and CFO
	CORNELL CORRECTIONS OF ALASKA, INC.
	By:	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Vice President and CFO
	CORNELL CORRECTIONS OF CALIFORNIA, INC.
	By:	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Vice President and CFO

Amendment No. 2

	CORNELL CORRECTIONS OF RHODE ISLAND, INC.
	By:	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Vice President and CFO
	CORNELL CORRECTIONS OF TEXAS, INC.
	By:	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Vice President and CFO
	CORNELL INTERVENTIONS, INC.
	By:	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Vice President and CFO
	CORRECTIONAL SYSTEMS, INC.
	By:	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Vice President & Treasurer
	WBP LEASING, INC.
	By:	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Vice President and CFO
	WBP LEASING, LLC
	By:	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Vice President and CFO
	BII HOLDING CORPORATION
	By:	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Vice President — Finance

Amendment No. 2

	BII HOLDING I CORPORATION
	By:	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Vice President — Finance
	BEHAVIORAL HOLDING CORP.
	By:	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Vice President — Finance
	BEHAVIORAL ACQUISITION CORP.
	By:	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Vice President — Finance
	B.I. INCORPORATED
	By:	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Vice President — Finance

Amendment No. 2

	BNP PARIBAS, as Administrative Agent
	By:	/s/ Xxxxxx Xxxx
		Name:	Xxxxxx Xxxx
		Title:	Managing Director
	By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Title:	Managing Director Loan Syndication & Trading — Americas
	BNP PARIBAS, as Lender
	By:	/s/ Xxxxxx Xxxx
		Name:	Xxxxxx Xxxx
		Title:	Managing Director
	By:	/s/ Xxxxx Xxxxxxxxx
		Name:	Xxxxx Xxxxxxxxx
		Title:	Director

Amendment No. 2