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Credit Agreement

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Title:

Credit Agreement

Entities:

Correctional Properties Trust; Geo Group, Inc.; Wachovia Bank, NA; Bank of America, NA; Greenberg Traurig

Date:

2006

Size:

Preview shows 77KB of 258KB total

Price:

$56

ID:

#2665621

► Loans ► Credit Agreements
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CREDIT AGREEMENT

by and among

CPT OPERATING PARTNERSHIP L.P.,

as Borrower

CENTRACORE PROPERTIES TRUST,

as Guarantor

BNP PARIBAS

as Administrative Agent and as Lender

and

THE LENDERS PARTY HERETO FROM TIME TO TIME

November 21, 2006

TABLE OF CONTENTS


		Page
	ARTICLE I

	DEFINITIONS

1.1	Definitions	1
1.2	Rules of Interpretation	23

	ARTICLE II

	THE FACILITY

2.1	Loans	25
2.2	Payment of Interest	25
2.3	Payment of Principal	26
2.4	Manner of Payment	26
2.5	Notes	26
2.6	Pro Rata Payments	27
2.7	Reductions	27
2.8	Conversions and Elections of Subsequent Interest Periods	27
2.9	Additional Fees	28
2.10	[Reserved]	28
2.11	Deficiency Advances; Failure to Purchase Participations	28
2.12	Use of Proceeds	29
2.13	Mandatory Prepayments	29

	ARTICLE III

	[RESERVED]

	ARTICLE IV

	[RESERVED]

	ARTICLE V

	FACILITY GUARANTY

5.1	Facility Guaranty	32
5.2	Payment	32
5.3	Guaranty Absolute	32
5.4	Reinstatement	33
5.5	Waiver; Subrogation	33
5.6	Set-Off and Waiver	34

TABLE OF CONTENTS


		Page

	ARTICLE VI

	TAXES, YIELD PROTECTION AND ILLEGALITY

6.1	Taxes	35
6.2	Illegality	36
6.3	Inability to Determine Rates	36
6.4	Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans	36
6.5	Funding Losses	37
6.6	Matters Applicable to all Requests for Compensation	37
6.7	Survival	37

	ARTICLE VII

	CONDITIONS TO EFFECTIVENESS

7.1	Conditions to Effectiveness	38

	ARTICLE VIII

	REPRESENTATIONS AND WARRANTIES

8.1	Organization and Authority	41
8.2	Loan Documents	41
8.3	Solvency	42
8.4	Subsidiaries and Stockholders	42
8.5	Ownership Interests	42
8.6	Financial Condition	42
8.7	Title to Properties	42
8.8	Taxes	43
8.9	Other Agreements	43
8.10	Litigation	43
8.11	Margin Stock	43
8.12	Investment Company	44
8.13	Patents, Etc	44
8.14	No Untrue Statement	44
8.15	No Consents, Etc	44
8.16	Employee Benefit Plans	44
8.17	No Default	45
8.18	Environmental Laws	45
8.19	Employment Matters	46

-iii-

TABLE OF CONTENTS


		Page
8.20	RICO	46
8.21	REIT Status	46
8.22	Leases; Appraised Value	46
8.23	Governmental/Operating Agreements	46
8.24	Tax Shelter Regulations	47

	ARTICLE IX

	AFFIRMATIVE COVENANTS

9.1	Financial Reports, Etc	48
9.2	Maintain Properties	49
9.3	Existence, Qualification, Etc	50
9.4	Regulations and Taxes	50
9.5	Insurance	50
9.6	True Books	50
9.7	Right of Inspection	50
9.8	Observe all Laws	51
9.9	Governmental Licenses	51
9.10	Covenants Extending to Other Persons	51
9.11	Officers Knowledge of Default	51
9.12	Suits or Other Proceedings	51
9.13	Notice of Environmental Complaint or Condition	51
9.14	Environmental Compliance	52
9.15	Indemnification	52
9.16	Further Assurances	52
9.17	Employee Benefit Plans	52
9.18	Continued Operations	53
9.19	New Subsidiaries	53
9.20	Additional Security	54
9.21	REIT Status	54
9.22	Use of Proceeds	54
9.23	Ownership of Borrower	54
9.24	Notices	55

	ARTICLE X

	NEGATIVE COVENANTS

10.1	Financial Covenants	56
10.2	Acquisitions	56
10.3	Capital Expenditures	56
10.4	Liens	57

-iv-

TABLE OF CONTENTS


		Page
10.5	Indebtedness	58
10.6	Transfer of Assets	58
10.7	Investments	58
10.8	Merger or Consolidation	58
10.9	Restricted Payments	59
10.10	Transactions with Affiliates	59
10.11	Compliance with ERISA	59
10.12	Fiscal Year. Change its Fiscal Year	60
10.13	Dissolution, etc	60
10.14	Limitations on Sales and Leasebacks	60
10.15	Change of Control	60
10.16	Unrestricted Subsidiaries	60
10.17	Negative Pledge Clauses	60

	ARTICLE XI

	EVENTS OF DEFAULT AND ACCELERATION

11.1	Events of Default	61
11.2	Agent to Act	64
11.3	Cumulative Rights	64
11.4	No Waiver	64
11.5	Allocation of Proceeds	64

	ARTICLE XII

	THE AGENT

12.1	Appointment and Authorization of Agent	65
12.2	Delegation of Duties	65
12.3	Liability of Agent	65
12.4	Reliance by Agent	66
12.5	Notice of Default	66
12.6	Credit Decision; Disclosure of Information by Agent	66
12.7	Indemnification of Agent	67
12.8	Agent in its Individual Capacity	67
12.9	Successor Agent	68
12.10	Agent May File Proofs of Claim	68
12.11	Guaranty Matters	69

-v-

TABLE OF CONTENTS


		Page

	ARTICLE XIII

	MISCELLANEOUS

13.1	Successors and Assigns	70
13.2	Notices	73
13.3	Right of Set-off; Adjustments	74
13.4	Survival of Representations and Warranties	75
13.5	Attorney Costs, Expenses and Taxes	75
13.6	Amendments and Waivers	76
13.7	Counterparts	77
13.8	Termination	77
13.9	Indemnification by the Borrower	78
13.10	Severability	78
13.11	Entire Agreement	79
13.12	Agreement Controls	79
13.13	Usury Savings Clause	79
13.14	Payments	79
13.15	Confidentiality	80
13.16	Tax Forms	80
13.17	Governing Law; Waiver of Jury Trial	82
13.18	USA Patriot Act Notice	83

-vi-


EXHIBITS

EXHIBIT A		Commitments

EXHIBIT B		Assignment and Assumption

EXHIBIT C		Notice of Appointment (or Revocation) of Authorized Representative

EXHIBIT D		Form of Borrowing Notice

EXHIBIT E-1		Form of Interest Rate Selection Notice

EXHIBIT F		Form of Promissory Note

EXHIBIT G		Form of Opinion of Borrowers Counsel

EXHIBIT H		Form of Compliance Certificate

SCHEDULES

Schedule 4.3		Qualifying Properties

Schedule 8.4		Subsidiaries and Investments in Other Persons

Schedule 8.6		Indebtedness

Schedule 8.7		Liens

Schedule 8.8		Tax Matters

Schedule 8.10		Litigation

Schedule 8.18		Environmental Matters

-vii-

CREDIT AGREEMENT

THIS CREDIT AGREEMENT, dated as of November 21, 2006 (this Agreement), is made by and among:

CPT OPERATING PARTNERSHIP L.P., a Delaware limited partnership having its principal place of business in Palm Beach Gardens, Florida (the Borrower); and

CENTRACORE PROPERTIES TRUST, a Maryland real estate investment trust having its principal place of business in Palm Beach Gardens, Florida (CPV); and

BNP PARIBAS, in its capacity as a Lender (BNP), and each other financial institution executing and delivering a signature page hereto and each other financial institution which may hereafter execute and deliver an instrument of assignment with respect to this Agreement pursuant to Section 13.1 (hereinafter such financial institutions may be referred to individually as a Lender or collectively as the Lenders); and BNP PARIBAS, in its capacity as administrative agent for the Lenders (in such capacity, and together with any successor agent appointed in accordance with the terms of Section 12.9, the Agent);

WHEREAS the Borrower proposes to borrow from the Lenders solely to repay amounts owing pursuant to the Existing Credit Agreement (as defined below), to pay fees and expenses related thereto, and for general working capital purposes (including Acquisitions permitted hereunder) and the Lenders, severally but not jointly, propose to lend to the Borrower, an aggregate principal amount of U.S.$40,000,000 for such purposes.

NOW, THEREFORE, the Borrower, CPV, the Lenders and the Agent hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1 Definitions

Acquisition means the acquisition of (i) a controlling equity interest in another Person (including the purchase of an option, warrant or convertible or similar type security to acquire such a controlling interest at the time it becomes exercisable by the holder thereof), whether by purchase of such equity interest or upon exercise of an option or warrant for, or conversion of securities into, such equity interest, or (ii) assets of another Person or a line or lines of business conducted by such Person so long as such Person is in the business of owning or leasing Qualifying Property or such assets are Qualifying Property.

Additions or Enhancements means with respect to any Qualifying Property any improvements, expansions, additions, alterations, betterments or appurtenances thereto.

Advance means a borrowing under this Agreement.

Affiliate means any Person (i) which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with the Borrower or CPV; or (ii) which beneficially owns or holds 5% or more of the Partnership Units of the Borrower or 5% or more of any class of the outstanding voting stock of CPV; or 5% or more of any class of the outstanding voting stock (or in the case of a Person which is not a corporation, 5% or more of the equity interest) of which is beneficially owned or held by the Borrower and/or CPV. The term control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of partnership interests, voting stock, by contract or otherwise.

Agent or Administrative Agent means BNP Paribas, as administrative agent for the Lenders hereunder, together with its successors and assigns in such capacity.

Agent-Related Persons means the Agent, together with its Affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.

Annualized EBITDA means, with respect to any Qualifying Property, the sum of, without duplication, (i) net income, (ii) interest expense, (iii) taxes on income, (iv) amortization and (v) depreciation, all determined in accordance with GAAP applied on a Consistent Basis, which amount shall be determined (a) if such Qualifying Property has been owned or leased by CPV, the Borrower or any Subsidiary for at least four calendar quarters, on a four calendar quarter basis, (b) if such Qualifying Property has been owned or leased by CPV, the Borrower or any Subsidiary for one quarter, such quarters results shall be multiplied by four; if owned for two quarters, such quarters results shall be multiplied by two; and if owned for three quarters, such quarters results shall be multiplied by 4/3 and (c) if such Qualifying Property has been owned or leased by the Borrower or any Subsidiary for less than one quarter, based upon a pro forma annualized estimate of EBITDA prepared by the Borrower and acceptable to the Agent, which, together with the assumptions upon which such estimate is made is set forth on Schedule II to Exhibit H.

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