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EXHIBIT 10.1
AMENDMENT AGREEMENT NO. 2 TO CREDIT AGREEMENT
THIS AMENDMENT AGREEMENT NO. 2 TO CREDIT AGREEMENT ("Amendment
Agreement") is made and entered into this 16th day of March, 2001, by and among
CPT OPERATING PARTNERSHIP L.P., a Delaware limited partnership (the
"Borrower"), CORRECTIONAL PROPERTIES TRUST, a Maryland real estate investment
trust ("CPV"), BANK OF AMERICA, N.A., as successor in interest to Nationsbank,
National Association (the "Agent"), as Agent for the lenders (the "Lenders")
party to a Credit Agreement dated October 2, 1998 among such Lenders, Borrower
and the Agent, as amended by Amendment Agreement No. 1 to Credit Agreement
dated as of March 10, 2000 (the "Agreement") and the Lenders party to this
Amendment Agreement.
WITNESSETH:
WHEREAS, the Borrower, CPV, the Agent and the Lenders have entered
into the Agreement pursuant to which the Lenders have agreed to make Revolving
Loans to the Borrower in the principal amount of $100,000,000 as evidenced by
the Notes (as defined in the Agreement); and
WHEREAS, the undersigned Lenders have agreed to increase their
Revolving Credit Commitments under the Agreement to provide to Borrower
additional Revolving Loans of up to $10,000,000, thereby increasing the Total
Revolving Credit Commitment to $110,000,000, as indicated in Exhibit A, and the
parties hereto desire to amend the Agreement in the manner herein set forth
effective as of the date hereof;
NOW, THEREFORE, the Borrower, CPV, the Agent and the undersigned
Lenders do hereby agree as follows:
1. Definitions. The term "Agreement" as used herein and in the
Loan Documents (as defined in the Agreement) shall mean the Agreement as hereby
amended and modified. Unless the context otherwise requires, all terms used
herein without definition shall have the definition provided therefor in the
Agreement.
2. Amendments. Subject to the conditions hereof, the Agreement is
hereby amended, effective as of the date hereof, by deleting Exhibit A and
inserting in lieu thereof Exhibit A attached hereto, and each of the
undersigned Lenders agrees by the execution of this Amendment Agreement that it
shall be a party to the Agreement and shall provide to the Borrower its
Revolving Credit Commitment as hereby increased.
3. Representations and Warranties. The Borrower and CPV hereby
certify that:
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(a) The representations and warranties made by Borrower
and CPV in Article VIII of the Agreement are true on and as of the
date hereof except that the financial statements referred to in
Section 8.6(a) shall be those most recently furnished to each Lender
pursuant to Section 9.1(a) and (b) and the words, "permitted by
Section 8.5" in Section 8.6(c) are amended to read "permitted by
Section 10.5.";
(b) There has been no material change in the condition,
financial or otherwise, of CPV, and its Subsidiaries since the date of
the most recent financial reports of CPV received by each Lender under
Section 9.1 thereof, other than changes in the ordinary course of
business, none of which has been a material adverse change;
(c) The business and properties of CPV and its
Subsidiaries are not, and since the date of the most recent financial
report of CPV and its Subsidiaries received by each Lender under
Section 9.1 of the Agreement have not been, adversely affected in any
substantial way as the result of any fire, explosion, earthquake,
accident, strike, lockout, combination of workers, flood, embargo,
riot, activities of armed forces, war or acts of God or the public
enemy, or cancellation or loss of any major contracts; and
(d) No event has occurred and no condition exists which,
upon the consummation of the transaction contemplated hereby,
constituted a Default or an Event of Default on the part of the
Borrower under the Agreement or the Notes either immediately or with
the lapse of time or the giving of notice, or both.
4. Conditions. As a condition to the effectiveness of this
Amendment Agreement, the Borrower and CPV shall deliver, or cause to be
delivered to the Agent, the following:
(a) seven (7) executed counterparts of this Amendment
Agreement;
(b) a fully executed Note payable to each of the
undersigned Lenders in the amount of such Lender's Revolving Credit
Commitment; and
(c) an additional commitment fee of $75,000, to be
distributed to each Lender party to this Amendment Agreement in an
amount equal to the product of $75,000 times a fraction, the numerator
of which is the amount of the increase in such Lender's Revolving
Credit Commitment effected by this Amendment Agreement and the
denominator of which is $10,000,000, which shall be in addition to all
other fees and amounts due under the Agreement.
5. Appointment of Lead Arranger and Book Manager. Subject to the
terms and conditions hereof, Bank of America, N.A. is hereby appointed lead
arranger and book manager with respect to the $10,000,000 Increase Amount
effected hereby.
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6. Other Documents. All instruments and documents incident to
the consummation of the transactions contemplated hereby shall be satisfactory
in form and substance to the Agent and its counsel; the Agent shall have
received copies of all additional agreements, instruments and documents which
it may reasonably request in connection therewith, including evidence of the
authority of CPV and the Borrower to enter into the transactions contemplated
by this Amendment Agreement, in each case such documents, when appropriate, to
be certified by appropriate corporate or governmental authorities; and all
proceedings of CPV and the Borrower relating to the matters provided for herein
shall be satisfactory to the Agent and its counsel.
7. Entire Agreement. This Amendment Agreement sets forth the
entire understanding and agreement of the parties hereto in relation to the
subject matter hereof and supersedes any prior negotiations and agreements
among the parties relative to such subject matter. No promise, conditions,
representation or warranty, express or implied, not herein set forth shall bind
any party hereto, and no one of them has relied on any such promise, condition,
representation or warranty. Each of the parties hereto acknowledges that,
except as in this Amendment Agreement or otherwise expressly stated, no
representations, warranties or commitments, express or implied, have been made
by any other party to the other. None of the terms or conditions of this
Amendment Agreement may be changed, modified, waived or canceled orally or
otherwise, except by writing, signed by all the parties hereto, specifying such
change, modification, waiver or cancellation of such terms or conditions, or of
any preceding or succeeding breach thereof.
8. Full Force and Effect of Agreement. Except as hereby
specifically amended, modified or supplemented, the Agreement and all of the
other Loan Documents are hereby confirmed and ratified in all respects and
shall remain in full force and effect according to their respective terms.
[This Space Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
Agreement to be duly executed by their duly authorized officers, all as of the
day and year first above written.
CPT OPERATING PARTNERSHIP L.P.
WITNESS: By: Correctional Properties Trust,
General Partner
/s/: Xxxxx X. Xxxx By: /s/
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Name: Xxxxxxx X. Xxxxx
/s/: Xxxxx X. Sample Title: President and CEO
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CORRECTIONAL PROPERTIES TRUST
WITNESS:
/s/: Xxxxx X. Xxxx By: /s/
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Name: Xxxxxxx X. Xxxxx
/s/: Xxxxx X. Sample Title: President and CEO
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BANK OF AMERICA, N.A.
as Agent and as Lender
By: /s/
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Name: Xxxx X. Xxxxxxxx
Title: Managing Director
THE BANK OF NOVA SCOTIA
By: /s/
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Name: Xxxxx X. Xxxxxxxx
Title: Managing Director
FIRST UNION NATIONAL BANK
By: /s/
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Name: Xxxxx X. Xxxxxxxx
Title: Sr. Vice President
SUNTRUST BANK, SOUTH FLORIDA, N.A.
By: /s/
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Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
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EXHIBIT A
Applicable Commitment Percentages
Applicable
Revolving Credit Commitment
Lender Commitment Percentage
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Bank of America, N.A. $ 18,000,000 16.00000%
The Bank of Nova Scotia 15,000,000 13.63636%
First Union National Bank 14,500,000 13.18182%
SunTrust Bank, South Florida, N.A. 12,500,000 11.36364%
PNC Bank, Inc. 10,000,000 9.09091%
SouthTrust Bank, National Association 10,000,000 9.09091%
Bank Atlantic 10,000,000 9.09091%
Bank One, Oklahoma, N.A. 10,000,000 9.09091%
Bank Austria Creditanstalt Corporate Finance, Inc. 10,000,000 9.09091%
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$ 110,000,000 100%
