Certain identified information has been excluded from the exhibit because it is both (1) not material and (2) would be competitively harmful if publicly disclosed.
AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 12, 2019 (this Amendment), by and among each of the Revolving Credit Lenders, each of the Issuing Lenders, the Swingline Lender and any other Lender party hereto (each, a Consenting Lender), The GEO Group, Inc. (GEO), GEO Corrections Holdings, Inc. (Corrections, and together with GEO, the Borrowers), GEO Australasia Holdings PTY LTD (GEO Australasia Holdings), GEO Australasia Finance Holdings PTY LTD as trustee of the GEO Australasia Finance Holding Trust (the Australasian Trust) (the Australian Trustee and together with GEO Australasia Holdings, collectively, the Australian Borrowers) and BNP Paribas, as administrative agent for the Lenders under the Existing Credit Agreement and the Amended Credit Agreement, each referred to below (in such capacities, the Administrative Agent). Capitalized terms used but not defined herein have the meaning given to such terms in the Existing Credit Agreement.
WHEREAS, reference is made to the Third Amended and Restated Credit Agreement, dated as of March 23, 2017 (as amended pursuant to Amendment No. 1 dated as of April 30, 2018 and as further amended, restated, supplemented or otherwise modified to the Amendment Effective Time (as defined below), the Existing Credit Agreement; and as amended by this Amendment, the Amended Credit Agreement), among the Borrowers, the Australian Borrowers, the Lenders from time to time party thereto and the Administrative Agent;
WHEREAS, the Borrowers and the Australian Borrowers have requested that the Existing Credit Agreement be amended to extend the maturity date of the revolving credit facility thereunder and otherwise in the manner and at the time set forth in Section 1 below;
WHEREAS, pursuant to Section 9.02(b) of the Existing Credit Agreement, such amendment requires the consent of the Administrative Agent, each of the Issuing Lenders, the Swingline Lender and each of the Revolving Credit Lenders; and
WHEREAS, the Consenting Lenders are willing to so amend the Existing Credit Agreement on the terms and conditions set forth herein.
NOW, THEREFORE, in good and valuable consideration for the promises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:
1. Amendment of the Existing Credit Agreement. Immediately upon the Amendment Effective Time, the Existing Credit Agreement shall be amended as follows:
(a) Section 1.01 of the Existing Credit Agreement is hereby amended by adding the following definitions in appropriate alphabetical order:
(i) Amendment No. 2 means that certain Amendment No. 2 to Third Amended and Restated Credit Agreement, dated as of the Amendment No. 2 Effective Date, by and among the Borrowers, the Australian Borrowers, the Administrative Agent, the Swingline Lender, each of the Issuing Lenders, each of the Revolving Credit Lenders and any other Lender party thereto.
(ii) Amendment No. 2 Effective Date means June 12, 2019.
(iii) Beneficial Ownership Certification means a certification regarding beneficial ownership or control as required by the Beneficial Ownership Regulation.