EX-10.1 2 d145718dex101.htm EX-10.1 EX-10.1

Exhibit 10.1

EXECUTION VERSION

FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

This First Amendment to Fourth Amended and Restated Credit Agreement (as defined below) (this “Amendment”) is dated as of December 1, 2025, by and among CORECIVIC, INC., a Maryland corporation (the “Borrower”), certain subsidiaries of the Borrower party hereto (the “Subsidiary Guarantors”), the Consenting Lenders (as defined below) party hereto (including each Incremental Revolving Credit Lender (as defined below)) pursuant to an authorization in form and substance attached hereto as Exhibit A (each such authorization, a “Lender Authorization and Consent”), and ALTER DOMUS PRODUCTS CORP., a Delaware corporation, as administrative agent (the “Administrative Agent”) for the Lenders party to the Credit Agreement (as defined below).

STATEMENT OF PURPOSE:

The Borrower, certain financial institutions (the “Lenders”) and the Administrative Agent are parties to the Fourth Amended and Restated Credit Agreement dated as of October 11, 2023 (as amended hereby and as may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).

The Borrower has requested an increase of the Revolving Credit Commitment in an aggregate principal amount of $300,000,000 in accordance with Section 2.7 of the Credit Agreement (the “First Amendment Revolving Credit Increase”), and certain Lenders party hereto (the “Consenting Lenders”), as reflected on such Lenders’ Lender Authorization and Consent delivered to the Administrative Agent in connection with this Amendment (each an “Incremental Revolving Credit Lender”) are willing to provide the First Amendment Revolving Credit Increase on the terms and conditions set forth herein.

Subject to the terms and conditions set forth herein, Administrative Agent, the Lenders party hereto and the Borrower each also agree to amend the Credit Agreement as more particularly set forth herein.

AGREEMENTS:

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Capitalized Terms. All capitalized undefined terms used in this Amendment (including, without limitation, in the introductory paragraph and the statement of purpose hereto) shall have the meanings assigned thereto in the Credit Agreement.

2. Amendments to Credit Agreement. Subject to and in accordance with the terms and conditions set forth herein, and effective on and after the First Amendment Effective Date (as defined below) and immediately prior to giving effect to the First Amendment Revolving Credit Increase below, the Credit Agreement shall be and is hereby amended as follows:

(a) Amendment to Sections 2.7(c)(vi) (Increase in Revolving Credit Facility). Section 2.7(c)(vi) of the Credit Agreement is hereby amended by replacing the reference therein to “$200,000,000” with “$300,000,000”.

(b) Amendment to Section 2.8(c)(vii) (Incremental Term Loans). Section 2.8(c)(vii) of the Credit Agreement is hereby amended by replacing the reference therein to “$200,000,000” with “$300,000,000”.


3. Revolving Credit Facility Increase; Reallocation.

(a) Each Incremental Revolving Credit Lender severally agrees that its Revolving Credit Commitment after giving effect to the First Amendment Revolving Credit Increase shall be as set forth on such Incremental Revolving Credit Lender’s Lender Authorization and Consent and, as of the First Amendment Effective Date, the existing Revolving Credit Commitments will be deemed modified to reflect the updated Revolving Credit Commitment of each Incremental Revolving Credit Lender as specified in such Incremental Revolving Credit Lender’s Lender Authorization and Consent.

(b) The parties hereto hereby agree that (i) this Amendment constitutes a request for an increase in the Revolving Credit Commitment pursuant to Section 2.7 of the Credit Agreement, (ii) the parties hereto hereby waive any prior notice required thereby, (iii) immediately after giving effect to the amendments set forth in Section 2 above, the commitments to such First Amendment Revolving Credit Increase shall be Revolving Credit Commitments and all loans made pursuant to such First Amendment Revolving Credit Increase shall be Revolving Credit Loans and (iv) the Revolving Credit Commitment of all Revolving Credit Lenders as of the First Amendment Effective Date shall be Five Hundred Seventy Five Million Dollars ($575,000,000).

(c) Pursuant to Section 2.7 of the Credit Agreement, on the First Amendment Effective Date and after giving effect to this Amendment, (i) the outstanding Revolving Credit Loans and Revolving Credit Commitment Percentages of Swingline Loans and L/C Obligations will be reallocated by the Administrative Agent among the Revolving Credit Lenders (including the Incremental Revolving Credit Lenders providing the First Amendment Revolving Credit Increase) in accordance with their revised Revolving Credit Commitment Percentages as set forth on such Lender’s Lender Authorization and Consent and in the Register, (ii) the Revolving Credit Lenders (including the Incremental Revolving Credit Lenders providing the First Amendment Revolving Credit Increase) agree to make all payments and adjustments necessary to effect such reallocation, and (iii) the Revolving Credit Lenders agree to waive any costs required pursuant to Section 4.9 of the Credit Agreement in connection with such reallocation.

4. Conditions to Effectiveness. This Amendment shall be deemed to be effective as of the date hereof (the “First Amendment Effective Date”) upon the satisfaction of each of the following conditions:

(a) Executed Documents. The Administrative Agent shall have received (i) counterparts of this Amendment executed by the Administrative Agent, the Borrower and the Subsidiary Guarantors; (ii) Lender Authorization and Consents executed by the Incremental Revolving Credit Lenders (which constitutes Required Lenders); and (iii) a counterpart of that certain Amended and Restated Fee Letter dated as of even date herewith executed by the Borrower.

(b) Officer’s Compliance Certificate. The Administrative Agent and the Lenders (including the Incremental Revolving Credit Lenders) shall have received from the Borrower an Officer’s Compliance Certificate, in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, as of the First Amendment Effective Date and after giving effect thereto and any Extensions of Credit made or to be made in connection therewith, the Borrower and its Restricted Subsidiaries are in pro forma compliance with the financial covenants set forth in Article IX of the Credit Agreement.

(c) Officer’s Certificate of each Credit Party. The Administrative Agent and the Lenders (including the Incremental Revolving Credit Lenders) shall have received a certificate of the secretary or assistant secretary or other Responsible Officer of each Credit Party certifying as to the incumbency and genuineness of the signature of each officer of such Credit Party executing

 

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Loan Documents to which it is a party and certifying that attached thereto is a true, correct and complete copy of (A) the articles or certificate of incorporation or formation of such Credit Party and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of incorporation or formation, (or, if applicable, certification by such Responsible Officer that such articles of incorporation or formation have not been amended since the last date on which they were previously delivered to the Administrative Agent), (B) the bylaws or other governing document of such Credit Party as in effect on the First Amendment Effective Date (or, if applicable, certification by such Responsible Officer that such bylaws or other governing document have not been amended since the last date on which they were previously delivered to the Administrative Agent), (C) resolutions duly adopted by the sole member, board of directors or other governing body of such Credit Party authorizing the transactions contemplated hereunder and the execution, delivery and performance of this Amendment and the other Loan Documents to which it is a party, and (D) certificates as of a recent date of the good standing of each Credit Party under the laws of its jurisdiction of organization and, to the extent available, a certificate of the relevant taxing authorities of such jurisdictions certifying that such Credit Party has filed required tax returns and owes no delinquent taxes.

(d) Legal Opinion. The Administrative Agent and the Lenders (including the Incremental Revolving Credit Lenders) shall have received an opinion from counsel to the Credit Parties, in form and substance reasonably satisfactory to the Administrative Agent.

(e) Representations and Warranties. The representations and warranties of the Borrower and each other Credit Party contained in Article VI of the Credit Agreement and the other Loan Documents shall be true and correct on and as of the First Amendment Effective Date with the same effect as if made on and as of such date (other than those representations and warranties that by their terms speak as of a particular date, which representations and warranties shall be true and correct as of such particular date).

(f) No Default. No Default or Event of Default has occurred or is continuing as of the First Amendment Effective Date or after giving effect to the First Amendment Revolving Credit Increase.

(g) Fees and Expenses. The Borrower shall have paid all fees and expenses of the Administrative Agent and the Consenting Lenders (including the Incremental Revolving Credit Lenders) in respect of this Amendment on the First Amendment Effective Date.

5. Effect of the Agreement. Except as expressly provided herein, the Credit Agreement and the other Loan Documents shall remain unmodified and in full force and effect. Except as expressly set forth herein, this Amendment shall not be deemed (a) to be a waiver of, or consent to, a modification or amendment of, any other term or condition of the Credit Agreement or any other Loan Document, (b) to prejudice any other right or rights that the Administrative Agent or the Lenders may now have or may have in the future under or in connection with the Credit Agreement or the other Loan Documents or any of the instruments or agreements referred to therein, as the same may be amended, restated, supplemented or otherwise modified from time to time, (c) to be a commitment or any other undertaking or expression of any willingness to engage in any further discussion with the Borrower or any other Person with respect to any other waiver, amendment, modification or change to the Credit Agreement or the Loan Documents or any rights or remedies arising in favor of the Lenders or the Administrative Agent, or any of them, under or with respect to any such documents or (d) to be a waiver of, or consent to or a modification or amendment of, any other term or condition of any other agreement by and among the Borrower, on the one hand, and the Administrative Agent or any other Lender, on the other hand. This Amendment is a Loan Document and references in the Credit Agreement to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein”, and “hereof”) and in any Loan Document to the “Credit Agreement” shall be deemed to be references to the Credit Agreement as modified hereby.

 

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6. Representations and Warranties. By their execution hereof, each of the Borrower and each Subsidiary Guarantor hereby certifies, represents and warrants to the Administrative Agent and the Lenders (including the Incremental Revolving Credit Lenders) that as of the date hereof, after giving effect to this Amendment:

(a) the representations and warranties of the Borrower and each other Credit Party contained in Article VI of the Credit Agreement and the other Loan Documents that are subject to materiality or Material Adverse Effect qualifications are true and correct in all respects, and the representations and warranties of the Borrower and each other Credit Party contained in Article VI of the Credit Agreement and each other Loan Document that are not subject to materiality or Material Adverse Effect qualifications are true and correct in all material respects, in each case, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date;

(b) no Default or Event of Default has occurred or is continuing;

(c) it has the right, power and authority and has taken all necessary corporate, limited liability company or other action to authorize the execution and delivery of this Amendment and each of the other documents executed in connection herewith to which it is a party and the performance of its obligations thereunder in accordance with their respective terms, and to authorize the transactions contemplated hereby; and

(d) this Amendment and each other document executed in connection herewith have been duly executed and delivered by duly authorized officers of the Borrower and each of the Subsidiary Guarantors party thereto, and each such document constitutes the legal, valid and binding obligation of the Borrower or such Subsidiary Guarantor, as the case may be, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect that affect the enforcement of creditors’ rights in general and the availability of equitable remedies.

7. Reaffirmations. Taking into account the amendments of the Credit Agreement effected by this Amendment, each Credit Party (a) agrees that the transactions contemplated by this Amendment shall not limit or diminish the obligations of such Person under, or release such Person from any obligations under, any of the Loan Documents to which it is a party, (b) confirms and reaffirms its obligations under each of the Loan Documents to which it is a party and (c) agrees that each of the Loan Documents to which it is a party remain in full force and effect and are hereby ratified and confirmed.

8. Governing Law. This Amendment and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Amendment and the transactions contemplated hereby shall be governed by, and construed in accordance with, the laws of the State of New York without reference to the conflicts or choice of law principles thereof, other than such principles that are stated in Section 5-1401 and 5-1402 of the General Obligations Law of the State of New York.

9. Counterparts. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment or any document or instrument delivered in connection herewith by facsimile or in electronic (i.e. “pdf” or “tif”) form shall be effective as delivery of a manually executed counterpart of this Amendment or such other document or instrument, as applicable.

[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 and year first above written.

 

BORROWER:
CORECIVIC, INC.
By:  

/s/ David M. Garfinkle

Name:   David M. Garfinkle
Title:   Executive Vice President and Chief Financial Officer

First Amendment to Fourth Amended and Restated Credit Agreement (Revolver Increase)

CoreCivic, Inc.

Signature Page


SUBSIDIARY GUARANTORS:

 

CORECIVIC, LLC

CORRECTIONAL MANAGEMENT, LLC

AVALON CORRECTIONAL SERVICES, LLC

ACS CORRECTIONS OF TEXAS, L.L.C.

AVALON CORPUS CHRISTI TRANSITIONAL CENTER, LLC

AVALON TULSA, L.L.C.

CARVER TRANSITIONAL CENTER, L.L.C.

EP HORIZON MANAGEMENT, LLC

FORT WORTH TRANSITIONAL CENTER, L.L.C.

SOUTHERN CORRECTIONS SYSTEMS OF WYOMING, L.L.C.

TURLEY RESIDENTIAL CENTER, L.L.C.

AVALON TRANSITIONAL CENTER DALLAS, LLC

CCA SOUTH TEXAS, LLC

CCA HEALTH SERVICES, LLC

CCA INTERNATIONAL, LLC

CORRECTIONAL ALTERNATIVES, LLC

PRISON REALTY MANAGEMENT, LLC

TECHNICAL AND BUSINESS INSTITUTE OF AMERICA, LLC

TRANSCOR AMERICA, LLC

CORECIVIC OF TENNESSEE, LLC

GREEN LEVEL REALTY LLC

NATIONAL OFFENDER MANAGEMENT SYSTEMS, LLC

ROCKY MOUNTAIN OFFENDER MANAGEMENT SYSTEMS, LLC

TIME TO CHANGE, LLC

ABYON HOLDINGS, LLC

ABYON, LLC

ABYON REAL ESTATE, LLC

ABYON TRANSPORTATION, LLC

RECOVERY MONITORING SOLUTIONS, LLC

THRIVUR HEALTH, LLC

CORECIVIC WESTERN OPERATIONS, LLC

INNOVATIVE GOVERNMENT SOLUTIONS, LLC

 

By:  

/s/ David M. Garfinkle

  Name: David M. Garfinkle
  Title: Executive Vice President and Chief Financial Officer

First Amendment to Fourth Amended and Restated Credit Agreement (Revolver Increase)

CoreCivic, Inc.

Signature Page


ADMINISTRATIVE AGENT:
ALTER DOMUS PRODUCTS CORP., as Administrative Agent
By:  

/s/ Pinju Chiu

Name:  

Pinju Chiu

Title:  

Associate Counsel

LENDERS:
ALTER DOMUS PRODUCTS CORP., as Administrative Agent, and on behalf of each Consenting Lender and each Incremental Revolving Credit Lender at the direction of each Consenting Lender and each Incremental Revolving Credit Lender pursuant to an applicable Lender Authorization and Consent
By:  

/s/ Pinju Chiu

Name:  

Pinju Chiu

Title:  

Associate Counsel

First Amendment to Fourth Amended and Restated Credit Agreement (Revolver Increase)

CoreCivic, Inc.

Signature Page


EXHIBIT A

Form of Lender Authorization and Consent


LENDER AUTHORIZATION AND CONSENT

CoreCivic, Inc.

First Amendment to Fourth Amended and Restated Credit Agreement

___________, 2025

Alter Domus Products Corp.,

as Administrative Agent

225 W. Washington Street, 9th Floor

Chicago, Illinois 60606

Attention: Legal Department – Agency, Matthew Trybula and Nick Keelen

Email: legal_agency@alterdomus.com, matthew.trybula@alterdomus.com and ADPC@alterdomus.com

 

  Re:

First Amendment (the “Amendment”) to the Fourth Amended and Restated Credit Agreement dated as of October 11, 2023 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among CoreCivic, Inc. (the “Borrower”), the Lenders party thereto and Alter Domus Products Corp., as administrative agent (the “Administrative Agent”).

This authorization acknowledges our receipt and review of the execution copy of the Amendment in the form posted on the CoreCivic, Inc. SyndTrak workspace. By executing this authorization, we hereby (a) confirm that as of First Amendment Effective Date, we have the Revolving Credit Commitments set forth on Schedule I attached hereto, (b) approve the Amendment, and (c) authorize and direct the Administrative Agent to execute and deliver the Amendment on our behalf using this authorization. All capitalized undefined terms used in this authorization shall have the meanings assigned thereto in the Amendment or Credit Agreement, as applicable.

This authorization is binding upon the undersigned and its successors and assigns (including participants). The undersigned will notify any prospective successor or assignee of any of its rights or obligations under the Credit Agreement (including any participant) of the foregoing.

[Signature Page Follows.]


[INSERT NAME OF LENDER]

 

By:  

 

Name:  

 

Title:  

 


SCHEDULE I

COMMITMENTS OF [__]

 

Revolving Credit

Commitment

immediately prior to

the First Amendment

Effective Date

 

First Amendment

Revolving Credit

Increase

 

Revolving Credit

Commitment on and

after the First

Amendment Effective

Date

 

Revolving Credit

Commitment

Percentage on and

after the First

Amendment Effective

Date

$[__]

  $[__]   $[__]   [__]%