Exhibit 10.1

TRANSACTION SUPPORT AGREEMENT

This Transaction Support Agreement (this “Agreement”), dated as of July 18, 2022, is entered into by and among (a) The GEO Group, Inc., a Florida corporation (“GEO”), GEO Corrections Holdings, Inc., a Florida corporation (“Corrections”), GEO Australasia Holdings Pty Ltd., an Australian proprietary company (“GEO Australasia Holdings”), GEO Australasia Finance Holdings Pty Ltd., an Australian proprietary company, as trustee of the GEO Australasia Finance Holding Trust (the “Australian Trustee”), and certain other undersigned subsidiaries of GEO (collectively, and together with GEO, Corrections, GEO Australasia Holdings, and the Australian Trustee, the “Company Parties”); (b) BNP Paribas, as administrative agent for the lenders under the Existing Credit Agreement (as defined below) (solely in such capacity, and including any successors and permitted assigns, the “Administrative Agent”); (c) the undersigned Revolving Credit Lenders (as defined below) under the Existing Credit Agreement (collectively, the “Consenting Revolving Credit Lenders”); (d) the undersigned holders of, or nominees, investment managers, investment advisors, or subadvisors to funds and/or accounts that hold, or trustees of trusts that hold, certain of the outstanding Term Loans (as defined below) (collectively, the “Consenting Term Lenders”); and (e) the undersigned holders of, or nominees, investment managers, investment advisors, or subadvisors to funds and/or accounts that hold, or trustees of trusts that hold, the Senior Notes (as defined below) (collectively, the “Consenting Senior Noteholders” and, together with the Consenting Revolving Credit Lenders and the Consenting Term Lenders, the “Consenting Creditors”). Each of the foregoing parties is referred to individually as a “Party,” and such parties are referred to collectively as the “Parties.”

RECITALS

A GEO and Corrections, as borrowers, GEO Australasia Holdings and the Australian Trustee, as Australian borrowers, the Administrative Agent, and certain lenders (including the Consenting Revolving Credit Lenders and the Consenting Term Lenders) are party to that certain Third Amended and Restated Credit Agreement, dated as of March 23, 2017 (as amended, supplemented, or otherwise modified from time to time on or prior to the Effective Date, the “Existing Credit Agreement”), pursuant to which, among other things, (i) the Revolving Credit Lenders have provided Revolving Credit Commitments and made Revolving Credit Loans (each as defined below), and (ii) certain Term Lenders have made Term Loans (as defined below).

B GEO and the Senior Notes Trustees (as defined below) are party to certain Senior Notes Indentures (as defined below), pursuant to which GEO issued 2023 Senior Notes, 2024 Senior Notes, and 2026 Senior Notes (each as defined below).

C The Parties have, in good faith and at arm’s-length, negotiated a consensual recapitalization of certain funded debt obligations of the Company Parties, including all or a portion of the Revolving Credit Loans, Term Loans, and Senior Notes (the “Transaction”), on the terms and subject to the conditions set forth in this Agreement and the Transaction Term Sheet (as defined below).

D The Transaction comprises the elements summarized under the heading “Transaction Overview” in the Transaction Term Sheet.

E This Agreement sets forth the agreement among the Parties concerning their commitment to support and implement the Transaction, on the terms and subject to the conditions hereof.

AGREEMENT

Section 1. Definitions and Interpretation.

Section 1.1 Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

“2023 Senior Noteholder” means a holder of 2023 Senior Notes.

“2023 Senior Notes” means 5¹⁄₈% Senior Notes due 2023, issued by GEO under the 2023 Senior Notes Indenture in an initial aggregate principal amount of $300 million.

“2023 Senior Notes Indenture” means that certain Indenture, dated as of March 19, 2013, among GEO, as issuer, certain other Company Parties, as guarantors, and the 2023 Senior Notes Trustee.

“2023 Senior Notes Trustee” means Regions Bank, in its capacity as trustee under the 2023 Senior Notes Indenture, or its successor in such capacity.

“2024 Senior Noteholder” means a holder of 2024 Senior Notes.

“2024 Senior Notes” means 5⁷⁄₈% Senior Notes due 2024, issued by GEO under the 2024 Senior Notes Indenture in an initial aggregate principal amount of $250 million.

“2024 Senior Notes Indenture” means that certain Indenture, dated as of September 25, 2014, among GEO, as issuer, certain other Company Parties, as guarantors, and the 2024 Senior Notes Trustee, as supplemented by that certain First Supplement Indenture, dated as of September 25, 2014, among the same parties.

“2024 Senior Notes Trustee” means Regions Bank, in its capacity as trustee under the 2024 Senior Notes Indenture, or its successor in such capacity.

“2026 Senior Noteholder” means a holder of 2026 Senior Notes.

“2026 Senior Notes” means 6% Senior Notes due 2026, issued by GEO under the 2026 Senior Notes Indenture in an initial aggregate principal amount of $350 million.

“2026 Senior Notes Indenture” means that certain Indenture, dated as of September 25, 2014, among GEO, as issuer, certain other Company Parties, as guarantors, and the 2026 Senior Notes Trustee, as supplemented by that certain Second Supplement Indenture, dated as of April 18, 2016, among the same parties.

“2026 Senior Notes Indenture Modification” has the meaning set forth in the Transaction Term Sheet.

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“2026 Senior Notes Private Exchange” has the meaning set forth in the Transaction Term Sheet.

“2026 Senior Notes Transaction” has the meaning set forth in the Transaction Term Sheet.

“2026 Senior Notes Trustee” means Regions Bank, in its capacity as trustee under the 2026 Senior Notes Indenture, or its successor in such capacity.

“Ad Hoc Groups” means, collectively, the Ad Hoc Noteholder Group and the Ad Hoc Term Lender Group.

“Ad Hoc Noteholder Group” means an informal group of certain Consenting Senior Noteholders represented by Akin Gump Strauss Hauer & Feld LLP and Houlihan Lokey Capital, Inc.

“Ad Hoc Term Lender Group” means an informal group of certain Consenting Term Lenders represented by Gibson Dunn & Crutcher LLP and Evercore Group L.L.C.

“Administrative Agent” has the meaning set forth in the preamble.

“Administrative Agent Consent Right” means the right of the Administrative Agent to approve (i) any of the Definitive Loan Documents (or any amendment, modifications, supplements, extensions, terminations, withdrawals, or waivers thereto), (ii) the Notes/Credit Intercreditor Agreement, and (iii) any of the other Definitive Documents (or any amendment, modifications, supplements, extensions, terminations, withdrawals, or waivers thereto), in each case as directed by Consenting Revolving Credit Lenders and/or Consenting Term Lenders constituting Required Lenders (as defined in the Existing Credit Agreement), except to the extent that approval of such Definitive Documents would (A) in the Administrative Agent’s opinion or the opinion of its counsel, expose the Administrative Agent to liability or would be contrary to any Existing Loan Document or applicable law (within the meaning of Section 8.03(b) of the Existing Credit Agreement), or (B) amend, modify, or otherwise affect the rights or duties of the Administrative Agent (within the meaning of the second proviso of Section 9.02(b) of the Existing Credit Agreement).

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person.

“Agreement” has the meaning set forth in the preamble.

“Agreement Effective Date” has the meaning set forth in Section 9.11.

“Alternative Transaction” means any dissolution, winding up, liquidation, reorganization, recapitalization, receivership, assignment for the benefit of creditors, merger, consolidation, business combination, joint venture, partnership, sale, financing (debt or equity), or restructuring of or involving the Company Parties (or any of their assets, liabilities, or equity interests), in each case that is an alternative to the Transaction (it being understood and agreed that the matters described in Section 3.1(e) do not constitute an Alternative Transaction), other than transactions in the ordinary course of business that are permitted under the Existing Credit Agreement and the Senior Notes Indentures.

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“Australian Trustee” has the meaning set forth in the preamble.

“Automatic Termination Event” has the meaning set forth in Section 5.7.

“Bankruptcy Code” means title 11 of the United States Code, 11 U.S.C. §§ 101, et seq., as amended.

“Business Day” means any day other than a Saturday, Sunday, or any other day on which banks in New York, New York are authorized or required by law to close.

“Company Parties” has the meaning set forth in the preamble.

“Company Party Advisors” means Skadden, Arps, Slate, Meagher & Flom LLP, counsel to the Company Parties, Akerman LLP, counsel to the Company Parties, and Lazard Frères & Co. LLC, financial advisor to the Company Parties.

“Company Termination Event” has the meaning set forth in Section 5.6.

“Consent Solicitation” has the meaning set forth in the Transaction Term Sheet.

“Consenting 2023 Senior Noteholder” means a 2023 Senior Noteholder that is a Consenting Senior Noteholder.

“Consenting 2024 Senior Noteholder” means a 2024 Senior Noteholder that is a Consenting Senior Noteholder.

“Consenting 2026 Senior Noteholder” means a 2026 Senior Noteholder that is a Consenting Senior Noteholder.

“Consenting Creditor Advisor Fee Letters” means, collectively, the fee letters, engagement letters, and similar agreements between GEO and certain of the Consenting Creditor Advisors, pursuant to which GEO has agreed to pay certain fees and expenses incurred by such Consenting Creditor Advisors in connection with the Transaction.

“Consenting Creditor Advisor Fees and Expenses” means fees and expenses incurred by a Consenting Creditor Advisor in connection with the negotiation, formulation, preparation, execution, delivery, implementation, consummation, and/or enforcement of this Agreement, the Transaction, and/or any of the other Definitive Documents and payable or reimbursable by GEO pursuant to a Consenting Creditor Advisor Fee Letter or the Existing Credit Agreement, as applicable; provided that the fees and expenses of a Consenting Creditor Advisor of a type described in clause (c) of the definition thereof will constitute Consenting Creditor Advisor Fees and Expenses only to the extent that (a) GEO consented to pay or reimburse the fees and expenses of such Consenting Creditor Advisor by executing a Consenting Creditor Advisor Fee Letter with such Consenting Creditor Advisor or (b) in the case of a Consenting Creditor Advisor retained by the Administrative Agent, the fees and expenses of such Consenting Creditor Advisor are payable or reimbursable by GEO pursuant to the Existing Credit Agreement.

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“Consenting Creditor Advisors” means, collectively, (a) the counsel and financial advisors to the Ad Hoc Noteholder Group and Ad Hoc Term Lender Group specified in the respective definitions thereof; (b) Mayer Brown LLP and FTI Consulting, Inc., as counsel and financial advisor, respectively, to the Administrative Agent; and (c) such other professionals as may be retained by an Ad Hoc Group or the Administrative Agent in connection with the Transaction.

“Consenting Creditors” has the meaning set forth in the preamble.

“Consenting Non-Extending Term Lender” means a Consenting Term Lender that is a Non-Extending Term Lender.

“Consenting Revolving Credit Lender Termination Event” has the meaning set forth in Section 5.2.

“Consenting Revolving Credit Lenders” has the meaning set forth in the preamble.

“Consenting Revolving Credit Lenders Consent Right” means the right of the Consenting Revolving Credit Lenders to approve (i) any of the Definitive Loan Documents (or any amendment, modifications, supplements, extensions, terminations, withdrawals, or waivers thereto) in their reasonable discretion, (ii) the Notes/Credit Intercreditor Agreement, and (iii) any of the other Definitive Documents (or any amendment, modifications, supplements, extensions, terminations, withdrawals, or waivers thereto), in each case of this clause (iii) solely to the extent such Definitive Documents materially and adversely affect, directly or indirectly, (A) the rights, benefits, and waivers proposed to be granted to, or received by the Consenting Revolving Credit Lenders pursuant to this Agreement or the Definitive Loan Documents or (B) the obligations that the Consenting Revolving Credit Lenders may have pursuant to this Agreement, which consent, in the case of this clause (iii), shall not be unreasonably withheld, conditioned, or delayed.

“Consenting Senior Noteholder Termination Event” has the meaning set forth in Section 5.4.

“Consenting Senior Noteholders” has the meaning set forth in the preamble.

“Consenting Senior Noteholders Consent Right” means the right of the Consenting Senior Noteholders to approve (i) any of the Definitive Exchange Documents (or any amendment, modifications, supplements, extensions, terminations, withdrawals, or waivers thereto), in their reasonable discretion, (ii) the Notes/Credit Intercreditor Agreement, and (iii) any of the other Definitive Documents (or any amendment, modifications, supplements, extensions, terminations, withdrawals, or waivers thereto), in each case of this clause (iii) solely to the extent such Definitive Documents materially and adversely affect, directly or indirectly, (A) the rights, benefits, and waivers proposed to be granted to, or received by the Consenting Senior Noteholders pursuant to this Agreement or the Definitive Exchange Documents or (B) the obligations that the Consenting Senior Noteholders may have pursuant to this Agreement, which consent, in the case of this clause (iii), shall not be unreasonably withheld, conditioned, or delayed.

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“Consenting Term Lender Termination Event” has the meaning set forth in Section 5.3.

“Consenting Term Lenders” has the meaning set forth in the preamble.

“Consenting Term Lenders Consent Right” means the right of the Consenting Term Lenders to approve (i) any of the Definitive Loan Documents (or any amendment, modifications, supplements, extensions, terminations, withdrawals, or waivers thereto), in their reasonable discretion, (ii) the Notes/Credit Intercreditor Agreement, and (iii) any of the other Definitive Documents (or any amendment, modifications, supplements, extensions, terminations, withdrawals, or waivers thereto), in each case of this clause (iii) solely to the extent such Definitive Documents materially and adversely affect, directly or indirectly, (A) the rights, benefits, and waivers proposed to be granted to, or received by the Consenting Term Lenders pursuant to this Agreement or the Definitive Loan Documents or (B) the obligations that the Consenting Term Lenders may have pursuant to this Agreement, which consent, in the case of this clause (iii), shall not be unreasonably withheld, conditioned, or delayed.

“control” means with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement, or otherwise, with the terms “controlling,” “controlled by,” and “under common control with” having correlative meanings.

“Corrections” has the meaning set forth in the preamble.

“Credit Collateral Documents” has the meaning set forth in Section 2.2(a)(x).

“Credit Facility Transaction” has the meaning set forth in the Transaction Term Sheet.

“Credit Facility Transaction Term Sheet” means the term sheet, constituting a part of the Transaction Term Sheet, that sets forth certain material terms of the Credit Facility Transaction, including the material terms of the Exchange Credit Agreement and the Existing Credit Agreement Amendment.

“Credit Intercreditor Agreement” has the meaning set forth in Section 2.2(a)(ix).

“Definitive Documents” has the meaning set forth in Section 2.2(a).

“Definitive Exchange Documents” means the Offering and Consent Solicitation Materials, the New Public Second Lien Notes Indenture, the New Private Second Lien Notes Indenture, the Supplemental Senior Notes Indentures, the New Second Lien Notes Collateral Trust Agreement, the Notes Collateral Documents, and any other documents necessary or desirable to effectuate the Public Exchange Offer or the 2026 Senior Notes Private Exchange (or any amendment, modifications, supplements, extensions, terminations, withdrawals, or waivers thereto).

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“Definitive Loan Documents” means the Exchange Credit Agreement, the Existing Credit Agreement Amendment, the Term Loan Exchange Documents, the Credit Intercreditor Agreement, and the Credit Collateral Documents (or any amendment, modifications, or supplements thereto).

“Effective Date” means the date on which the Transaction is consummated in accordance with the terms of this Agreement and the applicable Definitive Documents.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Exchange Credit Agreement” means the credit agreement governing the Exchange Credit Facility, to be entered into on the Effective Date among GEO and Corrections, as borrowers, the other Company Parties, as guarantors, and the Exchange Credit Facility Agent, the material terms of which are set forth in the Credit Facility Transaction Term Sheet.

“Exchange Credit Facility” means the credit facilities established on the Effective Date in connection with the Credit Facility Transaction, including the Exchange RCF, the Tranche 1 Exchange Term Loans, the Tranche 2 Exchange Term Loans, and the Tranche 3 Exchange Term Loans.

“Exchange Credit Facility Agent” means Alter Domus (US) LLC, solely in its capacity as administrative agent for the lenders under the Exchange Credit Agreement, and includes any of its successors and permitted assigns in such capacity.

“Exchange Form S-4” has the meaning set forth in the definition of “Prospectus.”

“Exchange RCF” has the meaning set forth in the Credit Facility Transaction Term Sheet.

“Existing Credit Agreement” has the meaning set forth in Recital A.

“Existing Credit Agreement Amendment” has the meaning set forth in the Transaction Term Sheet.

“Existing Loan Documents” has the meaning ascribed to the term “Loan Documents” in the Existing Credit Agreement.

“Expiration Date” means the date on which the Public Exchange Offer expires.

“GEO” has the meaning set forth in the preamble.

“GEO Australasia Holdings” has the meaning set forth in the preamble.

“Holdings Confirmation” means a letter delivered by each Consenting Senior Noteholder that is a member of the Ad Hoc Noteholder Group to counsel to the Company Parties concurrently with each such Consenting Senior Noteholder’s signature page to this Agreement, disclosing the Revolving Credit Commitments, Term Loans, and/or Senior Notes then owned by such Consenting Senior Noteholder, which Holdings Confirmation shall be held on a confidential basis and shall be subject to the last sentence of Section 9.14.

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“Minimum Participation Threshold” means the Participation of: (a)(i) Revolving Credit Lenders that collectively hold at least 62¹⁄₃% of the Revolving Credit Commitments outstanding immediately prior to the occurrence of the Effective Date in the RCF Transaction and (ii) Revolving Credit Lenders that collectively hold at least 28% of the Revolving Credit Commitments outstanding immediately prior to the occurrence of the Effective Date in the Non-Extending Revolving Credit Lender Transaction; (b) Term Lenders that collectively hold at least 70% of the aggregate principal amount of Term Loans outstanding as of the Effective Date in the Term Loan Transaction; (c) 2023 Senior Noteholders that collectively hold greater than 50% of the aggregate principal amount of 2023 Senior Notes outstanding as of the Effective Date in the Public Exchange Offer and/or the Consent Solicitation; (d) 2024 Senior Noteholders that collectively hold greater than 50% of the aggregate principal amount of 2024 Senior Notes outstanding as of the Effective Date in the Public Exchange Offer and/or the Consent Solicitation; and (e) 2026 Senior Noteholders that collectively hold greater than 50% of the aggregate principal amount of 2026 Senior Notes outstanding as of the Effective Date in the 2026 Senior Notes Transaction.

“New Private Second Lien Notes” means 9.5% senior secured second lien notes due December 31, 2028, to be issued by GEO on the Effective Date to 2026 Senior Noteholders that Participate in the 2026 Senior Notes Transaction.

“New Private Second Lien Notes Indenture” means an indenture to be entered into among GEO and the New Private Second Lien Notes Trustee on the Effective Date, under which GEO will issue the New Private Second Lien Notes, which shall have substantially the same terms as the New Public Second Lien Notes DoN other than with respect to interest rate and maturity as specified in the definition of “New Private Second Lien Notes.”

“New Private Second Lien Notes Trustee” means Ankura Trust Company, LLC, in its capacity as indenture trustee for the holders of the New Private Second Lien Notes, or its successor in such capacity.

“New Public Second Lien Notes” means 10.5% senior secured second lien notes due June 30, 2028, to be issued by GEO on the Effective Date to 2023 Senior Noteholders and 2024 Senior Noteholders that Participate in the Public Exchange Offer.

“New Public Second Lien Notes DoN” means the “Description of the New Notes” for the New Public Second Lien Notes included in the Prospectus and attached to the Transaction Term Sheet.

“New Public Second Lien Notes Indenture” means an indenture to be entered into among GEO and the New Public Second Lien Notes Trustee on the Effective Date, under which GEO will issue the New Public Second Lien Notes.

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“New Public Second Lien Notes Trustee” means Ankura Trust Company, LLC, in its capacity as indenture trustee for the holders of the New Public Second Lien Notes, or its successor in such capacity.

“New Second Lien Notes Collateral Trust Agreement” has the meaning set forth in Section 2.2(a)(ix).

“New Second Lien Notes Collateral Trustee” has the meaning set forth in Section 2.2(a)(ix).

“Non-Extending Revolving Credit Lender” means any Revolving Credit Lender that agrees, on the terms and subject to the conditions hereof, to Participate in the Non-Extending Revolving Credit Lender Transaction. For the avoidance of doubt, a Non-Extending Revolving Credit Lender is not a Participating Revolving Credit Lender.

“Non-Extending Revolving Credit Lender Assignee” has the meaning set forth in the Transaction Term Sheet.

“Non-Extending Revolving Credit Lender Assignment” has the meaning set forth in the Transaction Term Sheet.

“Non-Extending Revolving Credit Lender Assignment Agreement” has the meaning set forth in the Transaction Term Sheet.

“Non-Extending Revolving Credit Lender Termination Event” has the meaning set forth in Section 5.5.

“Non-Extending Revolving Credit Lender Transaction” has the meaning set forth in the Transaction Term Sheet.

“Non-Extending Term Lender” means a Term Lender (including, for the avoidance of doubt, a Consenting Term Lender) that is not a Participating Term Lender.

“Notes Collateral Documents” has the meaning set forth in Section 2.2(a)(x).

“Notes/Credit Intercreditor Agreement” has the meaning set forth in Section 2.2(a)(ix).

“Offering and Consent Solicitation Materials” has the meaning set forth in Section 2.2(a)(i).

“Open-Market Purchase Agreement” has the meaning set forth in Section 2.2(a)(vii).

“Outside Date” means the date that is 100 days following the Agreement Effective Date.

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“Participate” means: (a) with respect to the RCF Transaction, a Participating Revolving Credit Lender’s timely execution and delivery of all Definitive Documents reasonably necessary for such Participating Revolving Credit Lender to exchange its Revolving Credit Commitments and Revolving Credit Loans for the RCF Transaction Consideration, consent to the Existing Credit Agreement Amendment, and otherwise approve, implement, and effect the RCF Transaction; (b) with respect to the Non-Extending Revolving Credit Lender Transaction, a Non-Extending Revolving Credit Lender’s consummation of its Non-Extending Revolving Credit Lender Assignment immediately prior to (but substantially contemporaneously with) the occurrence of the Effective Date, consent to the Existing Credit Agreement Amendment (solely in its capacity as a holder of Stub Term Loans (as defined in the Credit Facility Transaction Term Sheet)), and exchange of its remaining Revolving Credit Loans (after giving effect to its Non-Extending Revolving Credit Lender Assignment) for cash and term loans under the Exchange Credit Agreement; (c) with respect to a Consenting Non-Extending Term Lender, such Consenting Non-Extending Term Lender’s timely execution and delivery of a consent to the Existing Credit Agreement Amendment (which, for the avoidance of doubt, shall not require such Consenting Non-Extending Term Lender to sell, assign, or transfer its Term Loans to GEO in the Term Loan Transaction), and all other Definitive Documents reasonably necessary for such Consenting Non-Extending Term Lender to consent to the Existing Credit Agreement Amendment; (d) with respect to the Term Loan Transaction, a Participating Term Lender’s timely execution and delivery of an Open-Market Purchase Agreement and all other Definitive Documents necessary for such Participating Term Lender to exchange its Term Loans, consent to the Existing Credit Agreement Amendment, and otherwise approve, implement, and effect the Term Loan Transaction; (e) with respect to the Public Exchange Offer, a 2023 Senior Noteholder or 2024 Senior Noteholder’s timely tender of its 2023 Senior Notes or 2024 Senior Notes, as applicable, pursuant to the terms of the Public Exchange Offer, and non-revocation or withdrawal of such tender; (f) with respect to the Consent Solicitation, a 2023 Senior Noteholder or 2024 Senior Noteholder’s timely provision of its consent to the adoption of the Supplemental Senior Notes Indenture for the 2023 Senior Notes or the 2024 Senior Notes, as applicable; and (g) with respect to the 2026 Senior Notes Transaction, a 2026 Senior Noteholder’s execution and delivery of all Definitive Documents necessary for such 2026 Senior Noteholder to exchange its 2026 Senior Notes held as of the Agreement Effective Date and consent to the adoption of the Supplemental Senior Notes Indenture for the 2026 Senior Notes, in each case as contemplated by this Agreement. “Participation” has a correlative meaning.

“Participating Revolving Credit Lender” means any Revolving Credit Lender that agrees, on the terms and subject to the conditions hereof, to Participate in the RCF Transaction.

“Participating Term Lenders” has the meaning set forth in the Transaction Term Sheet.

“Party” has the meaning set forth in the preamble.

“Permitted Transferee” means an RCF Permitted Transferee, Term Loan Permitted Transferee, or Senior Notes Permitted Transferee.

“Person” means an individual, partnership, joint venture, limited liability company, corporation, trust, unincorporated organization, group, or any other legal entity or association.

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“Prospectus” means the Prospectus and Consent Solicitation Statement to be filed with the SEC on Form S-4 (the “Exchange Form S-4”), which will constitute a registration statement for the New Public Second Lien Notes and the definitive offer to exchange and consent solicitation statement for the Public Exchange Offer and Consent Solicitation, respectively.

“Public Disclosure” has the meaning set forth in Section 9.14.

“Public Exchange Offer” has the meaning set forth in the Transaction Term Sheet.

“Public Exchange Offer Commencement Date” means that date on which GEO commences the Public Exchange Offer.

“Qualified Marketmaker” means a Person that (a) holds itself out to the public, the syndicated loan market, or the applicable private markets as standing ready in the ordinary course of business to purchase from customers and sell to customers claims against the Company Parties (including Revolving Credit Commitments, Revolving Credit Loans, Term Loans, and Senior Notes), or enter with customers into long and short positions in claims against the Company Parties, in each case in its capacity as a dealer or marketmaker in such claims, and (b) is, in fact, regularly in the business of making a market in such claims against Company Parties.

“RCF Permitted Transferee” has the meaning set forth in Section 6.1.

“RCF Transaction” has the meaning set forth in the Transaction Term Sheet.

“RCF Transaction Consideration” has the meaning set forth in the Transaction Term Sheet.

“RCF Transfer” has the meaning set forth in Section 6.1.

“Required Consenting Creditors” means each of the Required Consenting Revolving Credit Lenders, the Required Consenting Term Lenders, and the Required Consenting Senior Noteholders.

“Required Consenting Revolving Credit Lenders” means, as of any date of determination, Consenting Revolving Credit Lenders that collectively hold greater than 50% of the Revolving Credit Commitments held by all Consenting Revolving Credit Lenders as of such date.

“Required Consenting Senior Noteholders” means, as of any date of determination, (a) Consenting Senior Noteholders that collectively hold greater than 50% of the aggregate outstanding principal amount of the Senior Notes (taken together as a single class) held by all Consenting Senior Noteholders as of such date, and (b) if a modification, amendment, waiver, or supplementation of this Agreement would disproportionately and adversely affect the rights, obligations, or benefits of any series of Senior Notes relative to any other series of Senior Notes, Consenting Senior Noteholders that collectively hold greater than 50% of the aggregate outstanding principal amount of such series of Senior Notes held by all Consenting Senior Noteholders as of such date.

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“Required Consenting Term Lenders” means, as of any date of determination, Consenting Term Lenders that collectively hold greater than 50% of the aggregate outstanding principal amount of the Term Loans held by all Consenting Term Lenders as of such date.

“Revolving Credit Commitment” has the meaning set forth in the Existing Credit Agreement.

“Revolving Credit Lender” has the meaning set forth in the Existing Credit Agreement.

“Revolving Credit Lender Participation Schedule” has the meaning set forth in the Transaction Term Sheet.

“Revolving Credit Lender Transferee Joinder” means a joinder to this Agreement substantially in the form attached as Exhibit B hereto.

“Revolving Credit Loan” has the meaning set forth in the Existing Credit Agreement.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Senior Noteholder Transferee Joinder” means a joinder to this Agreement substantially in the form attached as Exhibit D hereto.

“Senior Noteholders” means, collectively, the 2023 Senior Noteholders, the 2024 Senior Noteholders, and the 2026 Senior Noteholders.

“Senior Notes” means, collectively, the 2023 Senior Notes, the 2024 Senior Notes, and the 2026 Senior Notes.

“Senior Notes Indentures” means, collectively, the 2023 Senior Notes Indenture, the 2024 Senior Notes Indenture, and the 2026 Senior Notes Indenture.

“Senior Notes Permitted Transferee” has the meaning set forth in Section 6.3.

“Senior Notes Transaction” has the meaning set forth in the Transaction Term Sheet.

“Senior Notes Transfer” has the meaning set forth in Section 6.3.

“Senior Notes Trustees” means, collectively, the 2023 Senior Notes Trustee, the 2024 Senior Notes Trustee, and the 2026 Senior Notes Trustee.

“Supplemental Senior Notes Indentures” has the meaning set forth in Section 2.2(a)(iii).

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“Term Lender Transferee Joinder” means a joinder to this Agreement substantially in the form attached as Exhibit C hereto.

“Term Lenders” has the meaning ascribed to such term in the Existing Credit Agreement.

“Term Loan Exchange Documents” has the meaning set forth in Section 2.2(a)(vii).

“Term Loan Permitted Transferee” has the meaning set forth in Section 6.2.

“Term Loan Transaction” has the meaning set forth in the Transaction Term Sheet.

“Term Loan Transfer” has the meaning set forth in Section 6.2.

“Term Loans” has the meaning set forth in the Existing Credit Agreement.

“Termination Date” has the meaning set forth in Section 5.8.

“Termination Event” means any Automatic Termination Event, Company Termination Event, Consenting Senior Noteholder Termination Event, Consenting Term Lender Termination Event, Consenting Revolving Credit Lender Termination Event, or Non-Extending Revolving Credit Lender Termination Event.

“Tranche 1 Exchange Term Loans” has the meaning set forth in the Credit Facility Transaction Term Sheet.

“Tranche 2 Exchange Term Loans” has the meaning set forth in the Credit Facility Transaction Term Sheet.

“Tranche 3 Exchange Term Loans” has the meaning set forth in the Credit Facility Transaction Term Sheet.

“Transaction” has the meaning set forth in Recital C.

“Transaction Term Sheet” means the term sheet attached as Exhibit A hereto, including the Credit Facility Transaction Term Sheet and the New Public Second Lien Notes DoN.

“Transfer” means to (a) sell, transfer, assign, hypothecate, pledge, or otherwise dispose of, directly or indirectly, right, title, or interest in or with respect to any security, loan, credit commitment, or other obligation, in whole or in part, or (b) deposit any such security, loan, credit commitment, or other obligation, into a voting trust, or to grant a proxy or enter into a voting agreement with respect to any such security, loan, credit commitment, or other obligation. “Transferor” and “Transferee” have correlative meanings.

Section 1.2 Rules of Interpretation. For purposes of this Agreement:

(a) each term, whether stated in the singular or the plural, shall include both the singular and the plural, and pronouns stated in the masculine, feminine, or neuter gender shall include all of the masculine, feminine, and neuter gender;

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(b) capitalized terms defined only in the singular or the plural shall nonetheless have their defined meanings when used in both the singular and the plural;

(c) unless otherwise specified, any reference herein to a contract, lease, instrument, release, indenture, or other agreement or document being in a particular form or on particular terms and conditions means that such document shall be substantially in such form or substantially on such terms and conditions;

(d) unless otherwise specified, any reference herein to an existing document, schedule, or exhibit shall mean such document, schedule, or exhibit as it may have been or may be amended, restated, supplemented, or otherwise modified from time to time; provided that any capitalized terms herein that are defined with reference to another agreement are defined with reference to such other agreement as of the Agreement Effective Date, without giving effect to any termination of such other agreement or any amendments to such capitalized terms in any such other agreement following the Agreement Effective Date;

(e) unless otherwise specified, all references herein to “sections” and “exhibits” are references to the sections of and exhibits to this Agreement;

(f) the words “herein,” “hereof,” and “hereto” refer to this Agreement in its entirety rather than to any particular provision of this Agreement;

(g) references to “shareholders,” “directors,” and/or “officers” shall also include “members” and/or “managers,” as applicable, as such terms are defined under the applicable corporation, partnership, and limited liability company laws;

(h) the use of “include” or “including” is without limitation, whether stated or not; and

(i) the definitions of terms in the preamble, the recitals, and this Section 1 shall have the same force and effect as all decretal provisions of this Agreement.

Section 2. Exhibits; Definitive Documentation.

Section 2.1 Exhibits. The Transaction Term Sheet and each of the other exhibits attached hereto or thereto are incorporated by reference herein and made a part of this Agreement as if fully set forth herein, and all references to this Agreement include and incorporate all such exhibits; provided, however, (a) to the extent that there is a conflict between this Agreement, on the one hand, and the Transaction Term Sheet, on the other hand, the terms and provisions of the Transaction Term Sheet shall govern, and (b) to the extent that there is a conflict between the Transaction Term Sheet or this Agreement, on the one hand, and the Definitive Documents, on the other hand, the terms and provisions of the Definitive Documents will govern. Neither this Agreement nor the Transaction Term Sheet, nor any provision hereof or thereof, may be modified, waived, amended, or supplemented, except in accordance with Section 9.6.

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Section 2.2 Definitive Documents.

(a) The Transaction will be implemented pursuant to the following agreements and related documentation (collectively, the “Definitive Documents”):

(i) the Prospectus and related offering materials for the Public Exchange Offer and the Consent Solicitation (collectively, the “Offering and Consent Solicitation Materials”);

(ii) the New Public Second Lien Notes Indenture and the New Private Second Lien Notes Indenture;

(iii) documents necessary or desirable to modify the Senior Notes Indentures as contemplated by the Consent Solicitation and the 2026 Senior Notes Indenture Modification, as applicable, including supplemental indentures for each existing Senior Notes Indenture (collectively, the “Supplemental Senior Notes Indentures”);

(iv) documents necessary or desirable to effectuate the 2026 Senior Notes Private Exchange;

(v) the Exchange Credit Agreement;

(vi) the Existing Credit Agreement Amendment;

(vii) agreements between GEO and each Participating Term Lender pursuant to which such Participating Term Lender will sell, assign, and transfer to GEO a portion of its existing Term Loans in exchange for cash and Tranche 1 Exchange Term Loans, as further specified in the Transaction Term Sheet (collectively, the “Open-Market Purchase Agreements”) and related procedures, forms, and other documents necessary or desirable to effect the Term Loan Transaction (collectively, and together with the Open-Market Purchase Agreements, the “Term Loan Exchange Documents”);

(viii) the Non-Extending Revolving Credit Lender Assignment Agreements; provided that each Non-Extending Revolving Credit Lender Assignment Agreement shall only be in form and substance acceptable to the Company Parties, the applicable Non-Extending Revolving Credit Lender, and the applicable Non-Extending Revolving Credit Lender Assignee;

(ix) the following new intercreditor agreements: (A) a collateral trust agreement among the collateral trustee for the New Public Second Lien Notes and the New Private Second Lien Notes (the “New Second Lien Notes Collateral Trustee”), the New Public Second Lien Notes Trustee, the New Private Second Lien Notes Trustee, and the Company Parties (the “New Second Lien Notes Collateral Trust Agreement”); (B) a pari passu intercreditor agreement among the Administrative Agent, the Exchange Credit Facility Agent, and the Company Parties (the “Credit Intercreditor Agreement”); and (C) a first lien/second lien intercreditor agreement among the Administrative Agent, the Exchange Credit Facility Agent, the New Second Lien Notes Collateral Trustee, and the Company Parties (the “Notes/Credit Intercreditor Agreement”);

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(x) security and collateral documents and/or other ancillary debt documents to be entered into in connection with (A) the Existing Credit Agreement Amendment and the Exchange Credit Agreement (collectively, the “Credit Collateral Documents”) and (B) the New Public Second Lien Notes Indenture, the New Private Second Lien Notes Indenture, and the Supplemental Senior Notes Indentures (collectively, the “Notes Collateral Documents”); and

(xi) all other ancillary and related documents and instruments entered into in connection with the Transaction.

(b) The Definitive Documents, other than the Offering and Consent Solicitation Materials, the Non-Extending Revolving Credit Lender Assignment Agreements, and those the form of which is appended to this Agreement, remain subject to negotiation and completion and will, upon completion, contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement and will be in form and substance reasonably satisfactory to the Company Parties, the Administrative Agent (subject to the Administrative Agent Consent Right and Section 9.19), the Required Consenting Revolving Credit Lenders (subject to the Consenting Revolving Credit Lenders Consent Right), the Required Consenting Senior Noteholders (subject to the Consenting Senior Noteholders Consent Right), and the Required Consenting Term Lenders (subject to the Consenting Term Lenders Consent Right).

Section 3. Commitments of the Parties.

Section 3.1 Commitments of the Company. On the terms and subject to the conditions of this Agreement, and for so long as no Termination Date has occurred, each Company Party agrees:

(a) to prepare or cause the preparation of the Definitive Documents, provide draft copies of the Definitive Documents to the Consenting Creditors, and afford the Consenting Creditors a reasonable opportunity to review and comment on the Definitive Documents (which comments the Company Parties will consider in good faith);

(b) to cooperate in good faith with the Consenting Creditors to negotiate, complete, execute, and deliver, as applicable, the Definitive Documents;

(c) to use commercially reasonable efforts to take, or cause to be taken, all actions necessary, proper, or advisable to consummate the Transaction;

(d) without limiting the generality of the foregoing clause (c), to:

(i) (A) distribute the Prospectus and other Offering and Consent Solicitation Materials to 2023 Senior Noteholders and 2024 Senior Noteholders and (B) file the Prospectus with the SEC, in each case at or prior to the times set forth in Section 5.2(f) and Section 5.2(g), respectively;

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(ii) solicit tenders, consents, and acceptances from the 2023 Senior Noteholders and 2024 Senior Noteholders, in accordance with this Agreement and the Offering and Consent Solicitation Materials;

(iii) use commercially reasonable efforts to timely file all amendments to the Prospectus that the Company Parties reasonably deem necessary or advisable, including (A) an amended Prospectus attaching as exhibits a form of the New Public Second Lien Notes Indenture and forms of the Supplemental Senior Notes Indentures with respect to the 2023 Senior Notes and the 2024 Senior Notes and (B) a final Prospectus, as soon as reasonably practicable after the SEC declares the Exchange Form S-4 effective;

(iv) use commercially reasonable efforts to cause the Prospectus to become effective as soon as reasonably practicable, including by (A) responding promptly to comments from the SEC thereon and (B) requesting acceleration of the effective date of the Prospectus pursuant to Rule 461 under the Securities Act;

(v) coordinate with counsel to the Administrative Agent and the Ad Hoc Term Lender Group to facilitate the distribution of the Term Loan Exchange Documents to Term Lenders on or as soon as reasonably practicable following the Public Exchange Offer Commencement Date, and otherwise solicit the Participation of Term Lenders in the Term Loan Transaction; and

(vi) subject to the conditions precedent set forth in Section 4 and the performance by the Consenting Creditors of their respective obligations hereunder, use commercially reasonable efforts to (A) cause the Effective Date to occur no later than three Business Days following the Expiration Date, and (B) consummate the Transaction on the Effective Date, including by executing and delivering the applicable Definitive Documents to which the Company Parties are to be party;

(e) to the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the Transaction, to use commercially reasonable efforts to negotiate with the Consenting Creditors appropriate additional or alternative provisions or alternative implementation mechanics to address any such impediment; provided that the economic outcome for the Company Parties and the other material terms of this Agreement are substantially preserved by such additional or alternate provisions or alternative implementation mechanics;

(f) to promptly pay all Consenting Creditor Advisor Fees and Expenses as the same become due and payable in accordance with the terms and subject to the standards and conditions of the applicable Consenting Creditor Advisor Fee Letter or Existing Credit Agreement, as applicable (it being understood and agreed that the reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates in connection with the Transaction are reimbursable pursuant to the terms of Section 9.03 of the Existing Credit Agreement, whether or not the Transaction is consummated);

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(g) to cause one or more Affiliates of the Company Parties that are Unrestricted Subsidiaries under (and as defined in) the Existing Credit Agreement to transfer to the Company Parties no later than the Effective Date $130 million in cash held by such Unrestricted Subsidiaries as Investments (as defined in the Existing Credit Agreement) as of June 30, 2022;

(h) (i) not to seek, solicit, support, formulate, entertain, encourage, engage in any inquiries or discussions concerning, or enter into any agreements relating to, any Alternative Transaction, and (ii) if a Company Party receives an unsolicited bona fide proposal or expression of interest with respect to an Alternative Transaction, the Company Parties will, within 48 hours of the receipt of such proposal or expression of interest, notify counsel to the Administrative Agent and counsel to the Ad Hoc Groups of the receipt thereof, with such notice to include a copy thereof, including the identity of the person or group of persons involved in making such proposal;

(i) to use commercially reasonable efforts to promptly provide, during normal business hours, the Consenting Creditor Advisors with any documentation or information they may reasonably request to facilitate the Transaction (including informational reports on the status of the Transaction and the operations of the Company Parties), subject to any confidentiality restrictions or applicable laws to which the Company Parties may be subject (including attorney-client privilege) and provided the Company Parties can provide such documents or information without undue burden or expense or materially disrupting their day-to-day operations;

(j) to conduct its business in the ordinary course consistent with past practice and in light of prevailing market conditions, and to use commercially reasonable efforts to (i) preserve intact its present business organization, (ii) maintain in effect all of its material foreign, federal, state, and local licenses, permits, consents, franchises, approvals, and authorizations required to operate its business, (iii) keep available the services of its directors, officers, and key employees, (iv) maintain satisfactory relationships with its material customers, material suppliers, and others having material business relationships with it, and (v) maintain its good standing under the laws of the state or other jurisdiction in which it is incorporated or organized;

(k) that it shall not (i) object to, delay, or impede the Transaction or initiate any legal proceedings that are inconsistent with, or that would delay, prevent, frustrate, or impede the approval, solicitation, or consummation of, the Transaction, the Definitive Documents, or any other transactions outlined therein, (ii) amend, modify, supplement, extend, terminate, withdraw, or waive any terms or conditions of the Public Exchange Offer or the 2026 Senior Notes Private Exchange without the prior written consent of the Required Consenting Senior Noteholders, subject to the Consenting Senior Noteholders Consent Right, (iii) take any other action that is barred by this Agreement except as required by applicable law or regulations, or (iv) fail or omit to take any action that is required by this Agreement or the Definitive Documents except as required by applicable law or regulation; provided that the Company Parties shall, if legally permitted to do so, notify the Consenting Creditor Advisors within 48 hours of their determination pursuant to the foregoing clause (iii) or (iv) that applicable law or regulation requires any act or omission otherwise barred or required by this Agreement;

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(l) to promptly inform the Consenting Creditor Advisors in writing (email being sufficient) as soon as reasonably practicable (and in any event within one Business Day) after becoming aware of: (i) any event or circumstance that has occurred, or that is reasonably likely to occur, and (if it did so occur) that would permit any Party to terminate, or that would result in the termination of, this Agreement; (ii) any matter or circumstance that they know, or suspect is likely, to be a material impediment to the implementation or consummation of the Transaction; (iii) any notice of any commencement of any material involuntary insolvency proceedings, legal suit for payment of debt, or securement of security from or by any person in respect of any Company Party or any subsidiary or Affiliate of a Company Party; or (iv) the commencement of any material governmental or third-party complaints, litigations, investigations, or hearings (or communications indicating that the same may be contemplated or threatened) against or with respect to the Company Parties; and

(m) if the Company Parties know of a breach by any Party (including a Company Party) of such Party’s obligations, undertakings, representations, warranties, or covenants set forth in this Agreement or any other Definitive Document, to furnish prompt written notice (and in any event within one Business Day of such actual knowledge) to the Consenting Creditor Advisors.

Section 3.2 Commitments of the Consenting Creditors.

(a) Commitments of the Consenting Revolving Credit Lenders.

(i) On the terms and subject to the conditions of this Agreement, and for so long as no Termination Date has occurred, each Participating Revolving Credit Lender agrees, severally and not jointly:

(1) to cooperate in good faith and coordinate activities (to the extent practicable and subject to the terms hereof) with the Company Parties and the other Consenting Creditors to negotiate, complete, execute, and deliver, as applicable, the Definitive Documents, in each case so long as such Definitive Documents have been approved in accordance with the terms of this Agreement;

(2) to use commercially reasonable efforts to pursue, support, solicit, implement, confirm, and consummate the Transaction and to act in good faith and use commercially reasonable efforts to negotiate the Definitive Documents with the other Consenting Creditors and the Company Parties and to take, or cause to be taken, all actions necessary, proper, or advisable to consummate the Transaction in a manner consistent with this Agreement;

(3) to the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the Transaction, to use commercially reasonable efforts to negotiate with the Company Parties, the Consenting Term Lenders, and the Consenting Senior Noteholders in good faith in an effort to agree to appropriate additional or alternative provisions or alternative implementation mechanics to address any such impediment; provided that the economic outcome for the Revolving Credit Lenders and the other material terms of this Agreement are substantially preserved by such additional or alternate provisions or alternative implementation mechanics;

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(4) to validly exchange its Revolving Credit Commitments and Revolving Credit Loans in accordance with the terms of this Agreement and the applicable Definitive Documents;

(5) to provide all requisite consents required for the Existing Credit Agreement Amendment in accordance with the terms of this Agreement and the applicable Definitive Documents; and

(6) that it shall not (in its capacity as a Revolving Credit Lender and, if applicable, in its capacity as a Term Lender, Senior Noteholder, and/or holder of any other claims against or equity interests in any of the Company Parties):

(A) (i) object to, delay, or impede the Transaction or initiate any legal proceedings that are inconsistent with, or that would delay, prevent, frustrate, or impede the approval, solicitation, or consummation of, the Transaction, the Definitive Documents, or any other transactions outlined therein, (ii) take any other action that is barred by this Agreement except as required by applicable law or regulations, or (iii) fail or omit to take any action that is required by this Agreement or the Definitive Documents except as required by applicable law or regulations; provided that the Consenting Revolving Credit Lenders shall, if legally permitted to do so, notify the Company Party Advisors as promptly as reasonably practicable of their determination pursuant to the foregoing clause (ii) or (iii) that applicable law or regulation requires any act or omission otherwise barred or required by this Agreement;

(B) vote for, consent to, support, or participate in the formulation of any Alternative Transaction or other restructuring, exchange, or settlement of any of the Revolving Credit Commitments or the Revolving Credit Loans;

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(C) instruct the Administrative Agent to take any action, or to refrain from taking any action, that would be inconsistent with this Agreement or the Transaction; or

(D) solicit, encourage, or direct any Person to undertake any action set forth in clauses (A) through (C) of this subsection (6).

(ii) The commitments of the Participating Revolving Credit Lenders set forth in Section 3.2(a)(i) apply mutatis mutandis to each Non-Extending Revolving Credit Lender; provided that (x) the commitment of the Consenting Revolving Credit Lenders set forth in Section 3.2(a)(i)(4) is, in the case of a Non-Extending Revolving Credit Lender, limited to such Non-Extending Revolving Credit Lender’s remaining Revolving Credit Loans, after giving effect to its Non-Extending Revolving Credit Lender Assignment; and (y) no Non-Extending Revolving Credit Lender is required pursuant to Section 3.2(a)(i)(5) or otherwise to execute the Existing Credit Agreement Amendment except in its capacity as a holder of Stub Term Loans (as defined in the Credit Facility Transaction Term Sheet). In addition, each Non-Extending Revolving Credit Lender agrees that it shall:

(1) not (A) amend, supplement, or otherwise modify its Non-Extending Revolving Credit Lender Assignment Agreement, or waive any of the terms thereof, in each case except as set forth under the heading “Non-Extending Revolving Credit Lenders—Partial Assignment of Revolving Credit Commitments” in the Transaction Term Sheet; (B) agree to terminate such Non-Extending Revolving Credit Lender Assignment Agreement; or (C) take or omit to take any action that would permit the applicable Non-Extending Revolving Credit Lender Assignee to terminate such Non-Extending Revolving Credit Lender Assignment Agreement;

(2) following any termination of the Non-Extending Revolving Credit Lender Assignment Agreement to which it is party, or any failure of any condition precedent described in Section 4.3(a)(iv), cooperate in good faith with any efforts by the Company Parties to arrange for an alternative Non-Extending Revolving Credit Lender Assignee to enter into a replacement Non-Extending Revolving Credit Lender Assignment Agreement with such Non-Extending Revolving Credit Lender; provided that the replacement Non-Extending Revolving Credit Lender Assignment Agreement shall, other than the identity of the Non-Extending Revolving Credit Lender Assignee, be on substantially the same terms and conditions, including with respect to the aggregate principal amount of Revolving Credit Commitments assigned, the assignment price, the trade date, and the termination provisions, as the Non-Extending Revolving Credit Lender Assignment Agreement being replaced; and

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(3) consummate the Non-Extending Revolving Credit Lender Assignment contemplated by such Non-Extending Revolving Credit Lender Assignment Agreement, in accordance with the terms thereof, immediately prior to (but substantially contemporaneously with) the occurrence of the Effective Date.

(iii) Each Non-Extending Revolving Credit Lender Assignee agrees that it shall:

(1) not (A) amend, supplement, or otherwise modify its Non-Extending Revolving Credit Lender Assignment Agreement, or waive any of the terms thereof, in each case except as set forth under the heading “Non-Extending Revolving Credit Lenders—Partial Assignment of Revolving Credit Commitments” in the Transaction Term Sheet; (B) agree to terminate such Non-Extending Revolving Credit Lender Assignment Agreement; or (C) take or omit to take any action that would permit the applicable Non-Extending Revolving Credit Lender to terminate such Non-Extending Revolving Credit Lender Assignment Agreement;

(2) consummate the Non-Extending Revolving Credit Lender Assignment contemplated by such Non-Extending Revolving Credit Lender Assignment Agreement, in accordance with the terms thereof, immediately prior to (but substantially contemporaneously with) the occurrence of the Effective Date; and

(3) thereafter comply with the obligations set forth in Section 3.2(a)(i), as though it were a Participating Revolving Credit Lender with respect to the Revolving Credit Loans and Revolving Credit Commitments it acquired pursuant to such Non-Extending Revolving Credit Lender Assignment; provided, for the avoidance of doubt, that such acquired Revolving Credit Loans and Revolving Credit Commitments will be exchanged for Tranche 1 Exchange Term Loans, as set forth in the Transaction Term Sheet.

(b) Commitments of the Consenting Term Lenders.

(i) On the terms and subject to the conditions of this Agreement, and for so long as no Termination Date has occurred, each Consenting Term Lender that is a Participating Term Lender agrees, severally and not jointly:

(1) to cooperate in good faith and coordinate activities (to the extent practicable and subject to the terms hereof) with the Company Parties and the other Consenting Creditors to negotiate, complete, execute, and deliver, as applicable, the Definitive Documents, in each case so long as such Definitive Documents have been approved in accordance with the terms of this Agreement;

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(2) to use commercially reasonable efforts to pursue, support, solicit, implement, confirm, and consummate the Transactions contemplated by this Agreement and to act in good faith and use commercially reasonable efforts to negotiate the Definitive Documents with the other Consenting Creditors and the Company Parties and to take, or cause to be taken, all actions necessary, proper, or advisable to consummate the Transactions in a manner consistent with this Agreement;

(3) to the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the Transaction, to use commercially reasonable efforts to negotiate with the Company Parties and the other Consenting Creditors in good faith in an effort to agree to appropriate additional or alternative provisions or alternative implementation mechanics to address any such impediment; provided that the economic outcome for the Participating Term Lenders and the other material terms of this Agreement are substantially preserved by such additional or alternate provisions or alternative implementation mechanics;

(4) subject to the receipt of the Definitive Loan Documents (including the Open-Market Purchase Agreement), and subject to the terms and conditions set forth in this Agreement and the Definitive Loan Documents, to, unless the Credit Facility Transaction shall have been terminated in accordance with this Agreement, timely execute and deliver an Open-Market Purchase Agreement and take such other actions as necessary or advisable to validly exchange its Term Loans in the Term Loan Transaction in accordance with the terms of this Agreement and the applicable Definitive Documents;

(5) to provide all consents required for the Existing Credit Agreement Amendment in accordance with the terms of this Agreement and the applicable Definitive Documents; and

(6) that it shall not (in its capacity as a Term Lender and, if applicable, in its capacity as a Revolving Credit Lender, Senior Noteholder, and/or holder of any other claims against or equity interests in any of the Company Parties):

(A) (i) object to, delay, or impede the Transaction or initiate any legal proceedings that are inconsistent with, or that would delay, prevent, frustrate, or impede the approval, solicitation, or consummation of, the Transaction, the Definitive Documents, or any other transactions outlined therein, (ii) take any other action that is barred by this Agreement except as required by applicable law or regulations, or (iii) fail or omit to take any action that is required by this Agreement or the Definitive Documents except as required by applicable law or regulations; provided that the

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Participating Term Lenders shall, if legally permitted to do so, notify the Company Party Advisors as promptly as reasonably practicable of their determination pursuant to the foregoing clause (ii) or (iii) that applicable law or regulation requires any act or omission otherwise barred or required by this Agreement;

(B) vote for, consent to, support, or participate in the formulation of any Alternative Transaction or other restructuring, exchange, or settlement of any of the Term Loans;

(C) instruct the Administrative Agent to take any action, or to refrain from taking any action, that would be inconsistent with this Agreement or the Transaction; or

(D) solicit, encourage, or direct any Person to undertake any action set forth in clauses (A) through (C) of this subsection (6).

(ii) The commitments of the Participating Term Lenders set forth in Section 3.2(b)(i), other than clause (4) thereof, apply mutatis mutandis to the Consenting Non-Extending Term Lenders.

(c) Commitments of the Consenting Senior Noteholders. On the terms and subject to the conditions of this Agreement and the Prospectus, and for so long as no Termination Date has occurred, each Consenting Senior Noteholder agrees, severally and not jointly:

(i) to cooperate in good faith and coordinate activities (to the extent practicable and subject to the terms hereof) with the Company Parties and the other Consenting Creditors to negotiate, complete, execute, and deliver, as applicable, the Definitive Documents, in each case so long as such Definitive Documents have been approved in accordance with the terms of this Agreement;

(ii) to use commercially reasonable efforts to pursue, support, solicit, implement, confirm, and consummate the Transactions contemplated by this Agreement and to act in good faith and use commercially reasonable efforts to negotiate the Definitive Documents with the other Consenting Creditors and the Company Parties and to take, or cause to be taken, all actions necessary, proper, or advisable to consummate the Transactions in a manner consistent with this Agreement;

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(iii) to the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the Transaction, to use commercially reasonable efforts to negotiate with the Company Parties and the other Consenting Creditors in good faith in an effort to agree to appropriate additional or alternative provisions or alternative implementation mechanics to address any such impediment; provided that the economic outcome for the Consenting Senior Noteholders and the other material terms of this Agreement are substantially preserved by such additional or alternate provisions or alternative implementation mechanics;

(iv) subject to the receipt of the Offering and Consent Solicitation Materials and subject to the terms and conditions set forth in this Agreement and the Offering and Consent Solicitation Materials, to, unless the Public Exchange Offer shall have been terminated in accordance with this Agreement, timely vote, exchange, and tender (or cause to be voted or tendered) all of its Senior Notes in favor of the Transaction, including with respect to any Senior Notes for which such Consenting Senior Noteholder serves (now or hereafter) as the nominee, investment manager, or advisor for beneficial holders thereof, including by:

(1) in the case of a Consenting 2023 Senior Noteholder or Consenting 2024 Senior Noteholder, to validly tender (and not withdraw) its 2023 Senior Notes or 2024 Senior Notes, as applicable, in the Public Exchange Offer in accordance with the applicable procedures set forth in the Offering and Consent Solicitation Materials (and by validly tendering (and not withdrawing) such 2023 Senior Notes or 2024 Senior Notes, as applicable, in the Public Exchange Offer pursuant to this subclause (1), each Consenting 2023 Senior Noteholder and Consenting 2024 Senior Noteholder affirmatively consents to the proposed amendments set forth in the Offering and Consent Solicitation Materials and will be deemed to have delivered its corresponding consents by virtue of tendering its Senior Notes, and agrees it will not revoke any tender or consent, subject to the termination of this Agreement pursuant to Section 5 hereof); provided that, to the extent a Consenting 2023 Senior Noteholder that is a Participating Term Lender and not a Consenting 2026 Senior Noteholder elects not to participate in the Public Exchange Offer, such Consenting 2023 Senior Noteholder shall only be required to affirmatively consent to the proposed amendments to the 2023 Senior Notes Indenture set forth in the Offering and Consent Solicitation Materials;

(2) in the case of a Consenting 2023 Senior Noteholder that is also a Consenting 2026 Senior Noteholder, to validly elect (and not withdraw such election), in accordance with the applicable provisions set forth in the Offering and Consent Solicitation Materials, to forego the receipt of any cash consideration for its 2023 Senior Notes and instead to receive the entirety of its consideration for the exchange of such 2023 Senior Notes in the form of New Public Second Lien Notes; and

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(3) in the case of a Consenting 2026 Senior Noteholder, to exchange its 2026 Senior Notes held as of the Agreement Effective Date in the 2026 Senior Notes Private Exchange and consent to the proposed amendments of the 2026 Senior Notes Indenture in connection with the 2026 Senior Notes Indenture Modification on or before the Effective Date;

(v) to the extent such Consenting Senior Noteholder is or becomes a Term Lender, to Participate in the Term Loan Transaction as a Participating Term Lender, it being understood and agreed that each such Consenting Senior Noteholder will, automatically and without further action by any person, be deemed a Consenting Term Lender for all purposes under this Agreement; and

(vi) that it shall not (in its capacity as a Senior Noteholder and, if applicable, in its capacity as a Revolving Credit Lender, Term Lender, and/or holder of any other claims against or equity interests in any of the Company Parties):

(1) (A) object to, delay, or impede the Transaction or initiate any legal proceedings that are inconsistent with, or that would delay, prevent, frustrate, or impede the approval, solicitation, or consummation of, the Transaction, the Definitive Documents, or any other transactions outlined therein, (B) take any other action that is barred by this Agreement except as required by applicable law or regulations, or (C) fail or omit to take any action that is required by this Agreement or the Definitive Documents except as required by applicable law or regulations;

(2) vote for, consent to, support, or participate in the formulation of any Alternative Transaction or other restructuring, exchange, or settlement of any of the Senior Notes;

(3) instruct any Senior Notes Trustee to take any action, or to refrain from taking any action, that would be inconsistent with this Agreement or the Transaction; or

(4) solicit, encourage, or direct any Person to undertake any action set forth in clauses (1) through (3) of this subsection (vi).

Section 4. Conditions Precedent.

Section 4.1 Conditions Precedent to Obligations of All Parties. The occurrence of the Effective Date and the obligation of each Party to consummate the Transaction are subject to the satisfaction or waiver by each Party of the following:

(a) the Agreement shall not have been terminated in accordance with its terms and there shall not be continuing any cure period with respect to any event, occurrence, or condition that would permit any of the Consenting Creditors to terminate the Agreement in accordance with its terms following the conclusion of such cure period;

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(b) all governmental, regulatory, and third-party notifications, filings, waivers, authorizations, and consents necessary or required to be obtained by the Company Parties for the consummation of any part of the Transaction shall have been made or received, shall be in full force and effect, shall not be subject to unfulfilled conditions or contingencies, and shall be reasonably acceptable to the Company Parties and the Required Consenting Creditors;

(c) the Minimum Participation Thresholds have been satisfied (provided that the satisfaction of a Minimum Participation Threshold will not be a condition precedent to the obligations of any Consenting Creditor that failed to Participate in the Transaction in breach of its obligations under this Agreement), and each of the RCF Transaction, the Non-Extending Revolving Credit Lender Transaction, the Term Loan Transaction, the Public Exchange Offer, and the 2026 Senior Notes Private Exchange as described in this Agreement shall have been consummated contemporaneously;

(d) the SEC has declared the Exchange Form S-4 effective;

(e) each Definitive Document has been duly negotiated and approved in accordance with the provisions of this Agreement and has, if applicable, been duly executed and delivered by each party thereto and is in full force and effect (and all conditions precedent to effectiveness thereunder have been satisfied or waived in accordance with the terms thereof) at or substantially concurrently with the Effective Date; provided that a Party’s failure to execute and deliver a Definitive Document that has been duly negotiated and approved in accordance with the provisions of this Agreement to which it is intended to be a party and that it is reasonably expected to execute and deliver pursuant to this Agreement will not be a condition precedent to such Party’s obligations; and

(f) no temporary restraining order, preliminary or permanent injunction, judgment, or other order of any governmental entity preventing the consummation of any part of the Transaction shall have been entered, issued, rendered, or made by any party other than a Party, nor shall any proceeding seeking any of the foregoing by any party other than a Party be commenced or pending; nor shall there be any law, rule, or regulation promulgated, enacted, entered, enforced, or deemed applicable to the Company Parties which makes the consummation of any part of the Transaction illegal, void, or rescinded.

Section 4.2 Conditions Precedent to the Obligations of the Company Parties. The occurrence of the Effective Date and the obligation of each Company Party to consummate the Transaction are subject to the satisfaction or waiver by the Company Parties of the following:

(a) no Company Termination Event has occurred;

(b) the representations and warranties of the Consenting Creditors in Section 7 are true and correct in all material respects (or, if any such representation or warranty is qualified by materiality, in all respects) at and as of the date hereof and as of the Effective Date with the same effect as if made at and as of such date and after giving effect to the Transactions (except for such representations and warranties made as of a specified date, which shall be true and correct in all material respects or true and correct, as applicable, only as of the specified date); and

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(c) the Consenting Creditors have performed and complied, in all material respects, with all of their respective covenants and agreements contained in this Agreement that contemplate, by their terms, performance or compliance prior to the Effective Date.

Section 4.3 Conditions Precedent to the Obligations of the Consenting Creditors.

(a) The occurrence of the Effective Date and the obligation of a Consenting Revolving Credit Lender, Consenting Term Lender, or Consenting Senior Noteholder to consummate the Transaction are subject to the satisfaction or waiver by the Required Consenting Revolving Credit Lenders, the applicable Non-Extending Revolving Credit Lender, the Required Consenting Term Lenders, or the Required Consenting Senior Noteholders, as applicable, in accordance with Section 4.3(b), of the following:

(i) no Consenting Revolving Credit Lender Termination Event, Non-Extending Revolving Credit Lender Termination Event, Consenting Term Lender Termination Event, or Consenting Senior Noteholder Termination Event has occurred;

(ii) the representations and warranties of the Company Parties and the Consenting Creditors of each other class contained in Section 7 are true and correct in all material respects (or, if any such representation or warranty is qualified by materiality, in all respects) at and as of the date hereof and as of the Effective Date with the same effect as if made at and as of such date and after giving effect to the Transactions (except for such representations and warranties made as of a specified date, which shall be true and correct in all material respects or true and correct, as applicable, only as of the specified date);

(iii) the Company Parties shall have paid all Consenting Creditor Advisor Fees and Expenses in accordance with this Agreement and the Consenting Creditor Advisor Fee Letters for which an invoice has been received by the Company Parties on or before the date that is one Business Day prior to the Effective Date;

(iv) each Non-Extending Revolving Credit Lender Assignment Agreement remains in full force and effect; such Non-Extending Revolving Credit Lender shall have received (following its written request) in respect of the applicable Non-Extending Revolving Credit Lender Assignee all documentation and other information under applicable “know your customer” rules and regulations, AML Laws (as defined in the Existing Credit Agreement), Anti-Corruption Laws (as defined in the Existing Credit Agreement), rules and regulations pertaining to Sanctions (as defined in the Existing Credit Agreement) and all other applicable rules and regulations relating to the foregoing, including the Patriot Act, as such Non-Extending Revolving Credit Lender may in good faith require to enter into and consummate its Non-Extending Revolving Credit Lender Assignment Agreement; all conditions precedent to the Non-Extending Revolving Credit Lender Assignment contemplated thereby have been satisfied or waived; the

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Non-Extending Revolving Credit Lender Assignment is consummated immediately prior to (but substantially contemporaneously with) the Effective Date; and, after giving effect thereto, each Non-Extending Revolving Credit Lender (including Affiliates) has no obligations or other roles under the Existing Credit Agreement;

(v) the Company Parties and the Consenting Creditors of each other class have performed and complied, in all material respects, with all of their respective covenants and agreements contained in this Agreement that contemplate, by their terms, performance or compliance prior to the Effective Date; and

(vi) the Company Parties shall have delivered to the Consenting Creditors a written and signed certificate from a responsible executive officer of GEO confirming that all conditions precedent to the occurrence of the Effective Date set forth in this Agreement and the other Definitive Documents have been satisfied (or if any such conditions precedent have not been satisfied, identifying such unsatisfied conditions precedent), other than any condition precedent (A) that will be satisfied on the Effective Date or (B) relating to the failure of any other Party to have performed and complied with its obligations under this Agreement or any Definitive Document or the failure of any such Party’s representations and warranties hereunder or thereunder to be true and correct, in each case unless the Company Parties actually knew of such failure.

(b) The conditions precedent to the obligation of a Consenting Revolving Credit Lender, Consenting Term Lender, or Consenting Senior Noteholder to consummate the Transaction set forth in Section 4.3(a) may only be waived by the Required Consenting Revolving Credit Lenders, the Required Consenting Term Lenders, or the Required Consenting Senior Noteholders, respectively; provided, however, that (i) a Consenting Revolving Credit Lender Termination Event, Non-Extending Revolving Credit Lender Termination Event, Consenting Term Lender Termination Event, or Consenting Senior Noteholder Termination Event that is waived by the Required Consenting Revolving Credit Lenders, the applicable Non-Extending Revolving Credit Lenders, the Required Consenting Term Lenders, or the Required Consenting Senior Noteholders, respectively, will not constitute a condition precedent to the obligation of any other Consenting Creditor for purposes of Section 4.3(a)(i); and (ii) any failure to satisfy the condition precedent set forth in Section 4.3(a)(iv) (including, for the avoidance of doubt, any condition precedent relating to receipt of information under applicable “know your customer” and anti-money laundering rules and regulations) shall be waivable only by the Non-Extending Revolving Credit Lender party to the applicable Non-Extending Revolving Credit Lender Assignment Agreement.

Section 5. Termination.

Section 5.1 Mutual Termination. This Agreement may be terminated at any time by mutual written consent of the Company Parties and the Required Consenting Creditors.

Section 5.2 Termination by the Consenting Revolving Credit Lenders. This Agreement may be terminated by the Required Consenting Revolving Credit Lenders upon prior written notice thereof to all other Parties of the occurrence of any of the following events (each a “Consenting Revolving Credit Lender Termination Event”):

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(a) any Company Party or any Consenting Term Lender or Consenting Senior Noteholder materially breaches any of its representations, warranties, covenants, or obligations under this Agreement and such breach, if susceptible to cure, remains uncured for a period of five Business Days after such breaching Party’s receipt of written notice of such breach;

(b) subject to the Consenting Revolving Credit Lenders Consent Right, any Definitive Document is, upon its delivery, execution, or amendment or other modification, as applicable, unsatisfactory to the Required Consenting Revolving Credit Lenders, unless such Definitive Document is reformed so as to be satisfactory to the Required Consenting Revolving Credit Lenders (subject to the Consenting Revolving Credit Lenders Consent Right) within five Business Days of receipt by the other Parties of written notice that such Definitive Document is unsatisfactory;

(c) if any Company Party (i) voluntarily commences any case or files any petition seeking bankruptcy, winding up, dissolution, liquidation, administration, moratorium, reorganization, or other relief under any federal, state, or foreign bankruptcy, insolvency, administrative receivership, or similar law now or hereafter in effect, (ii) consents to the institution of, or fails to contest in a timely and appropriate manner, any involuntary proceeding or petition described in the immediately preceding clause (i), (iii) applies for or consents to the appointment of a receiver, administrator, administrative receiver, trustee, custodian, sequestrator, conservator, or similar official with respect to any Company Party or for a substantial part of such Company Party’s assets, (iv) makes a general assignment or arrangement for the benefit of creditors, or (v) takes any corporate action for the purpose of authorizing any of the foregoing;

(d) any Company Party’s (i) public announcement of its intention not to support the Transaction, (ii) filing, public announcement, or execution of a definitive written agreement with respect to an Alternative Transaction, (iii) exercise of its rights set forth in Section 8 hereof, or (iv) agreement or indication of a material commitment to pursue (including, for the avoidance of doubt, as may be evidenced by a term sheet, letter of intent, or similar document from or to a Company Party), or public announcement of its intent to pursue, an Alternative Transaction;

(e) the occurrence and continuation of an Event of Default under (and as defined in) the Existing Credit Agreement after giving effect to any applicable cure or grace period thereunder;

(f) at 11:59 p.m. prevailing Eastern Time on the date that is three Business Days following the Agreement Effective Date, unless the Company Parties have commenced the solicitation for the Senior Notes Transaction;

(g) at 11:59 p.m. prevailing Eastern Time on the date that is three Business Days following the Agreement Effective Date, unless the Company Parties have filed the Exchange Form S-4 with the SEC;

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(h) at 11:59 p.m. prevailing Eastern Time on the later of the date that is: (i) 45 calendar days after the Public Exchange Offer Commencement Date; (ii) 35 calendar days after the SEC confirms that it will not review the Exchange Form S-4; and (iii) if the SEC comments on the Exchange Form S-4, five Business Days after the SEC confirms that all such comments have been resolved, if the Expiration Date has not occurred;

(i) at 11:59 p.m. prevailing Eastern Time on the date that is three Business Days following the date the Exchange Form S-4 becomes effective;

(j) any Company Party consummates an Alternative Transaction without the prior written consent of the Required Consenting Revolving Credit Lenders; or

(k) any governmental authority, including any regulatory authority or court of competent jurisdiction, issues any ruling or order making illegal or otherwise enjoining, preventing, or prohibiting the consummation of a material portion of the Transaction, and such ruling or order is not reversed, vacated, stayed, restrained, or enjoined within 60 days of its issuance; notwithstanding the foregoing, this Termination Event shall not apply to or be exercised by any Party that sought or requested such ruling or order in contravention of any obligation or restriction set out in this Agreement.

Section 5.3 Termination by the Consenting Term Lenders. This Agreement may be terminated by the Required Consenting Term Lenders upon prior written notice thereof to all other Parties of the occurrence of any of the following events (each, a “Consenting Term Lender Termination Event”):

(a) any Company Party or any Consenting Revolving Credit Lender or Consenting Senior Noteholder materially breaches any of its representations, warranties, covenants, or obligations under this Agreement and such breach, if susceptible to cure, remains uncured for a period of five Business Days after such breaching Party’s receipt of written notice of such breach;

(b) subject to the Consenting Term Lender Consent Right, any Definitive Document is, upon its delivery, execution, or amendment or other modification, as applicable, unsatisfactory to the Required Consenting Term Lenders, unless such Definitive Document is reformed so as to be satisfactory to the Required Consenting Term Lenders (subject to the Consenting Term Lender Consent Right) within five Business Days of receipt by the other Parties of written notice that such Definitive Document is unsatisfactory;

(c) if any Company Party (i) voluntarily commences any case or files any petition seeking bankruptcy, winding up, dissolution, liquidation, administration, moratorium, reorganization, or other relief under any federal, state, or foreign bankruptcy, insolvency, administrative receivership, or similar law now or hereafter in effect, (ii) consents to the institution of, or fails to contest in a timely and appropriate manner, any involuntary proceeding or petition described in the immediately preceding clause (i), (iii) applies for or consents to the appointment of a receiver, administrator, administrative receiver, trustee, custodian, sequestrator, conservator, or similar official with respect to any Company Party or for a substantial part of such Company Party’s assets, (iv) makes a general assignment or arrangement for the benefit of creditors, or (v) takes any corporate action for the purpose of authorizing any of the foregoing;

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(d) any Company Party’s (i) public announcement of its intention not to support the Transaction, (ii) filing, public announcement, or execution of a definitive written agreement with respect to an Alternative Transaction, (iii) exercise of its rights set forth in Section 8 hereof, or (iv) agreement or indication of a material commitment to pursue (including, for the avoidance of doubt, as may be evidenced by a term sheet, letter of intent, or similar document from or to a Company Party), or public announcement of its intent to pursue, an Alternative Transaction;

(e) the occurrence and continuation of an Event of Default under (and as defined in) the Existing Credit Agreement after giving effect to any applicable cure or grace period thereunder;

(f) at 11:59 p.m. prevailing Eastern Time on the date that is three Business Days following the Agreement Effective Date, unless the Company Parties have commenced the solicitation for the Senior Notes Transaction;

(g) at 11:59 p.m. prevailing Eastern Time on the date that is three Business Days following the Agreement Effective Date, unless the Company Parties have filed the Exchange Form S-4 with the SEC;

(h) at 11:59 p.m. prevailing Eastern Time on the later of the date that is: (i) 45 calendar days after the Public Exchange Offer Commencement Date; (ii) 35 calendar days after the SEC confirms that it will not review the Exchange Form S-4; and (iii) if the SEC comments on the Exchange Form S-4, five Business Days after the SEC confirms that all such comments have been resolved, if the Expiration Date has not occurred;

(i) at 11:59 p.m. prevailing Eastern Time on the date that is three Business Days following the date the Exchange Form S-4 becomes effective;

(j) any Company Party consummates an Alternative Transaction without the prior written consent of the Required Consenting Term Lenders; or

(k) any governmental authority, including any regulatory authority or court of competent jurisdiction, issues any ruling or order making illegal or otherwise enjoining, preventing, or prohibiting the consummation of a material portion of the Transaction, and such ruling or order is not reversed, vacated, stayed, restrained, or enjoined within 60 days of its issuance; notwithstanding the foregoing, this Termination Event shall not apply to or be exercised by any Party that sought or requested such ruling or order in contravention of any obligation or restriction set out in this Agreement.

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Section 5.4 Termination by the Consenting Senior Noteholders. This Agreement may be terminated by the Required Consenting Senior Noteholders upon prior written notice thereof to all other Parties of the occurrence of any of the following events (each a “Consenting Senior Noteholder Termination Event”):

(a) any Company Party or any Consenting Revolving Credit Lender or Consenting Term Lender materially breaches any of its representations, warranties, covenants, or obligations under this Agreement and such breach, if susceptible to cure, remains uncured for a period of five Business Days after such breaching Party’s receipt of written notice of such breach;

(b) subject to the Consenting Senior Noteholder Consent Right, any Definitive Document is, upon its delivery, execution, or amendment or other modification, as applicable, unsatisfactory to the Required Consenting Senior Noteholders, unless such Definitive Document is reformed so as to be satisfactory to the Required Consenting Senior Noteholders (subject to the Consenting Senior Noteholder Consent Right) within five Business Days of receipt by the other Parties of written notice that such Definitive Document is unsatisfactory;

(c) if any Company Party (i) voluntarily commences any case or files any petition seeking bankruptcy, winding up, dissolution, liquidation, administration, moratorium, reorganization, or other relief under any federal, state, or foreign bankruptcy, insolvency, administrative receivership, or similar law now or hereafter in effect, (ii) consents to the institution of, or fails to contest in a timely and appropriate manner, any involuntary proceeding or petition described in the immediately preceding clause (i), (iii) applies for or consents to the appointment of a receiver, administrator, administrative receiver, trustee, custodian, sequestrator, conservator, or similar official with respect to any Company Party or for a substantial part of such Company Party’s assets, (iv) makes a general assignment or arrangement for the benefit of creditors, or (v) takes any corporate action for the purpose of authorizing any of the foregoing;

(d) any Company Party’s (i) public announcement of its intention not to support the Transaction, (ii) filing, public announcement, or execution of a definitive written agreement with respect to an Alternative Transaction, (iii) exercise of its rights set forth in Section 8 hereof, or (iv) agreement or indication of a material commitment to pursue (including, for the avoidance of doubt, as may be evidenced by a term sheet, letter of intent, or similar document from or to a Company Party), or public announcement of its intent to pursue, an Alternative Transaction;

(e) the occurrence and continuation of an Event of Default under (and as defined in) the Senior Notes Indentures after giving effect to any applicable cure or grace period thereunder;

(f) at 11:59 p.m. prevailing Eastern Time on the date that is three Business Days following the Agreement Effective Date, unless the Company Parties have commenced the solicitation for the Senior Notes Transaction;

(g) at 11:59 p.m. prevailing Eastern Time on the date that is three Business Days following the Agreement Effective Date, unless the Company Parties have filed the Exchange Form S-4 with the SEC;

(h) at 11:59 p.m. prevailing Eastern Time on the later of the date that is: (i) 45 calendar days after the Public Exchange Offer Commencement Date; (ii) 35 calendar days after the SEC confirms that it will not review the Exchange Form S-4; and (iii) if the SEC comments on the Exchange Form S-4, five Business Days after the SEC confirms that all such comments have been resolved, if the Expiration Date has not occurred;

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(i) at 11:59 p.m. prevailing Eastern Time on the date that is three Business Days following the date the S-4 becomes effective;

(j) any Company Party consummates an Alternative Transaction without the prior written consent of the Required Consenting Senior Noteholders; or

(k) any governmental authority, including any regulatory authority or court of competent jurisdiction, issues any ruling or order making illegal or otherwise enjoining, preventing, or prohibiting the consummation of a material portion of the Transaction, and such ruling or order is not reversed, vacated, stayed, restrained, or enjoined within 60 days of its issuance; notwithstanding the foregoing, this Termination Event shall not apply to or be exercised by any Party that sought or requested such ruling or order in contravention of any obligation or restriction set out in this Agreement.

Section 5.5 Termination by Non-Extending Revolving Credit Lenders. This Agreement may be terminated by a Non-Extending Revolving Credit Lender upon five Business Days’ prior written notice thereof to all other Parties following its termination of its Non-Extending Revolving Credit Lender Assignment Agreement on account of the applicable Non-Extending Revolving Credit Lender Assignee’s material, uncured breach of such Non-Extending Revolving Credit Lender Assignment Agreement (a “Non-Extending Revolving Credit Lender Termination Event”); provided that such Non-Extending Revolving Credit Lender is not then in material breach of any representation, warranty, covenant, or agreement set forth in this Agreement or such Non-Extending Revolving Credit Lender Assignment Agreement; provided, further, that the Company Parties may provide written notice to such Non-Extending Revolving Credit Lender during such five Business Day notice period that the Company Parties will use commercially reasonable efforts to arrange for an alternative Non-Extending Revolving Credit Lender Assignee to enter into a replacement Non-Extending Revolving Credit Lender Assignment Agreement, in which case no Termination Date will occur on account of such Non-Extending Revolving Credit Lender Termination Event for as long as Company Parties continue to use commercially reasonable efforts to accomplish that result, unless the Company Parties have not identified any such alternative Non-Extending Revolving Credit Lender Assignee by the 10th Business Day following such Non-Extending Revolving Credit Lender Termination Event (inclusive, for the avoidance of doubt, of such five Business Day notice period).

Section 5.6 Termination by the Company Parties. This Agreement may be terminated by the Company Parties upon prior written notice thereof to all other Parties of the occurrence of any of the following events (each, a “Company Termination Event”):

(a) any governmental authority, including any regulatory authority or court of competent jurisdiction, issues any ruling or order making illegal or otherwise enjoining, preventing, or prohibiting the consummation of the Transaction, and such ruling or order is not reversed, vacated, stayed, restrained, or enjoined within 60 days of its issuance; notwithstanding the foregoing, this termination right shall not apply to or be exercised by any Company Party that sought or requested such ruling or order in contravention of any obligation or restriction set out in this Agreement;

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(b) pursuant to Section 8, the board of directors or any comparable governing body of any Company Party reasonably determines in good faith based upon the advice of legal counsel that continued performance under this Agreement would be inconsistent with the exercise of its fiduciary duties under applicable law; and

(c) any Consenting Creditor materially breaches any of its representations, warranties, covenants, or obligations under this Agreement, and such breach, if susceptible to cure, remains uncured for a period of five Business Days after such breaching Party’s receipt of written notice of such breach; provided, however, that a Company Party may terminate this Agreement pursuant to this Section 5.6(c) only as to the breaching Consenting Creditor, unless such breach would or would reasonably be expected to (i) materially delay or materially impair the consummation of the Transaction or (ii) materially and adversely affect the rights and benefits available to the Company Parties as a result of the Transaction, in which case the Company Party may terminate this Agreement as to all Parties.

Section 5.7 Automatic Termination. This Agreement will automatically terminate upon the occurrence of any of the following events (each, an “Automatic Termination Event”):

(a) the Effective Date;

(b) the Outside Date, as may be extended by written agreement (with email from counsel to the Company Parties and the Required Consenting Creditors being sufficient) of the Company Parties and the Required Consenting Creditors, which extension shall be in the sole discretion of each such Person; provided that, in any event, the Outside Date shall not be extended to a date occurring on or after the date that is 150 calendar days from the Agreement Effective Date, except by written agreement of each Party;

(c) any Company Party commences insolvency proceedings, including by (i) voluntarily commencing any case or filing any petition seeking bankruptcy, winding up, dissolution, liquidation, administration, moratorium, reorganization, or other relief under any federal, state, or foreign bankruptcy, insolvency, administrative receivership, or similar law now or hereafter in effect, (ii) consenting to the institution of, or failing to contest in a timely manner, any involuntary proceeding or petition described above, (iii) filing an answer admitting the material allegations of a petition filed against it in any such proceeding, (iv) applying for or consenting to the appointment of a receiver, administrator, administrative receiver, trustee, custodian, sequestrator, conservator, or similar official for the Company Party for a substantial part of its assets, or (v) making a general assignment or arrangement for the benefit of creditors; or

(d) the entry of an order, judgment, or decree adjudicating any Company Party bankrupt or insolvent, including the entry of any order for relief with respect to any Company Party under the Bankruptcy Code.

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Section 5.8 Termination Date and Survival. The date on which this Agreement is terminated in accordance with this Section 5 is referred to as the “Termination Date.” The provisions of this Agreement will terminate on the Termination Date; provided that Sections 1, 3.1(f), and 9 will survive the Termination Date.

Section 5.9 Effect of Termination. Upon the Termination Date, this Agreement shall become null and void and have no further force or effect, each Party hereto shall be released from its commitments, undertakings, and agreements under or related to this Agreement and, to the extent the Effective Date has not occurred, any of the Definitive Documents, as applicable, and there shall be no liability or obligation on the part of any Party hereto; provided that in no event shall any such termination relieve a Party hereto from (i) liability for its breach or non-performance of its obligations hereunder prior to such Termination Date, notwithstanding any termination of this Agreement by any other Party, and (ii) obligations under this Agreement that expressly survive any such termination pursuant to Section 5.8. Upon any Termination Date, any and all consents, tenders, waivers, forbearances, and votes delivered by a Consenting Creditor in connection with the Transaction automatically shall be deemed, for all purposes, to be null and void ab initio. Notwithstanding the foregoing or anything herein to the contrary, no Party may exercise any of its respective termination rights as set forth in this Section 5 if such Party has failed to perform or comply in all material respects with the terms and conditions of this Agreement unless such failure to perform or comply arises as a result of another Party’s actions or inactions or would not otherwise give rise to a Termination Event in favor of the other Party.

Section 5.10 Return of Senior Notes. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement is terminated as to any Consenting Senior Noteholder(s) prior to the Effective Date or (b) the Company Parties take any action to consummate the Transaction prior to the satisfaction (or waiver by the Required Consenting Senior Noteholders) of the conditions in Section 4.1 and Section 4.3, the Company Parties agree to promptly release and return all Senior Notes tendered by such Consenting Senior Noteholder(s) or their Affiliates in connection with the Transaction, and to take any and all steps necessary to effect such release and return of the Senior Notes that have been tendered, including, without limitation, by reinstating withdrawal rights with respect to all Senior Notes tendered and instructing the Senior Notes Trustees or any other agent or representative to take any and all steps necessary to release and return such Senior Notes.

Section 6. Transfers of Claims and Interests.

Section 6.1 Transfers of Revolving Credit Commitments and Revolving Credit Loans. No Consenting Revolving Credit Lender shall Transfer any Revolving Credit Commitment or Revolving Credit Loan (an “RCF Transfer”), except (a) to a Non-Extending Revolving Credit Lender Assignee pursuant to a Non-Extending Revolving Credit Lender Assignment Agreement or (b) to a Transferee that is (i) another Consenting Revolving Credit Lender that is a Party to this Agreement as of the effective date of such Transfer or (ii) any other Person that executes and delivers to counsel to each of GEO, the Administrative Agent, and the Ad Hoc Groups a Revolving Credit Lender Transferee Joinder at least two Business Days prior to the effectiveness of such RCF Transfer (any Person described in the preceding clause (i) or (ii), an “RCF Permitted Transferee”). Upon the consummation of an RCF Transfer in accordance with this Section 6.1, the applicable RCF Permitted Transferee will be deemed to make all of the representations,

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warranties, and covenants of a Consenting Revolving Credit Lender set forth in this Agreement, to be bound by all elections made by the applicable transferor under this Agreement, and to be a Party and a Consenting Revolving Credit Lender for all purposes under this Agreement. Upon compliance with the foregoing, the applicable Transferor will be deemed to relinquish its rights and be released from its obligations under this Agreement, in each case with respect to the Revolving Credit Commitments and Revolving Credit Loans that are the subject of such RCF Transfer. Any purported RCF Transfer made in violation of this Section 6.1 is null and void ab initio and is of no force or effect.

Section 6.2 Transfers of Term Loans. No Consenting Term Lender shall Transfer any Term Loans (a “Term Loan Transfer”), unless the Transferee is (a) another Consenting Term Lender as of the effective date of such Transfer or (b) any other Person that executes and delivers to counsel to each of GEO, the Administrative Agent, and the Ad Hoc Groups a Term Lender Transferee Joinder at least two Business Days prior to the effectiveness of such Term Loan Transfer (any Person described in the preceding clause (a) or (b), a “Term Loan Permitted Transferee”). Upon the consummation of a Term Loan Transfer in accordance with this Section 6.2, the applicable Term Loan Permitted Transferee will be deemed to make all of the representations, warranties, and covenants of a Consenting Term Lender set forth in this Agreement, to be bound by all elections made by the applicable transferor under this Agreement, and to be a Party and a Consenting Term Lender for all purposes under this Agreement. Upon compliance with the foregoing, the applicable Transferor will be deemed to relinquish its rights and be released from its obligations under this Agreement, in each case with respect to the Term Loans that are the subject of such Term Loan Transfer. Any purported Term Loan Transfer made in violation of this Section 6.2 is null and void ab initio and is of no force or effect.

Section 6.3 Transfers of Senior Notes. No Consenting Senior Noteholder shall Transfer any Senior Notes (a “Senior Notes Transfer”), unless the Transferee is (a) another Consenting Senior Noteholder that is a Party to this Agreement as of the effective date of such Transfer or (b) any other Person that executes and delivers to counsel to each of GEO, the Administrative Agent, and the Ad Hoc Groups a Senior Noteholder Transferee Joinder at least two Business Days prior to the effectiveness of such Senior Notes Transfer (any Person described in the preceding clause (a) or (b), a “Senior Notes Permitted Transferee”). Upon the consummation of a Senior Notes Transfer in accordance with this Section 6.3, the applicable Senior Notes Permitted Transferee will be deemed to make all of the representations, warranties, and covenants of a Consenting Senior Noteholder set forth in this Agreement, to be bound by all elections made by the applicable transferor under this Agreement, and to be a Party and a Consenting Senior Noteholder for all purposes under this Agreement. Upon compliance with the foregoing, the applicable Transferor will be deemed to relinquish its rights and be released from its obligations under this Agreement, in each case with respect to the Senior Notes that are the subject of such Senior Notes Transfer. Any purported Senior Notes Transfer made in violation of this Section 6.3 is null and void ab initio and is of no force or effect.

Section 6.4 Additional Claims. Except as set forth in Sections 6.1, 6.2, or 6.3, nothing in this Agreement shall be construed as precluding any Consenting Creditor or any of its Affiliates from acquiring additional Revolving Credit Commitments, Revolving Credit Loans, Term Loans, or Senior Notes; provided, however, that any additional Revolving Credit Commitments, Revolving Credit Loans, Term Loans, or Senior Notes acquired by a Consenting Creditor or any of its Affiliates will automatically become subject to the terms and conditions of this Agreement.

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Section 6.5 Qualified Marketmakers. Notwithstanding the provisions of Sections 6.1, 6.2, or 6.3, (a) a Person that is acting solely in its capacity as a Qualified Marketmaker (and not as the ultimate beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of any Revolving Credit Commitments, Revolving Credit Loans, Term Loans, or Senior Notes) need not be or become a Consenting Creditor in order to effect any Transfer of any Revolving Credit Commitments, Revolving Credit Loans, Term Loans, or Senior Notes by a Consenting Creditor to a Permitted Transferee; provided that such Transfer is otherwise permitted pursuant to this Section 6; and (b) to the extent that a Consenting Creditor, acting solely in its capacity as a Qualified Marketmaker, acquires any Revolving Credit Commitments, Revolving Credit Loans, Term Loans, or Senior Notes from a holder that is not a Consenting Creditor, such Qualified Marketmaker may Transfer the same without need for the Transferee to be or become a Consenting Creditor.

Section 7. Representations and Warranties.

Section 7.1 Mutual Representations and Warranties. Each Party, severally and not jointly, represents to each other Party that:

(a) such Party is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization and has all requisite corporate, partnership, or limited liability company power and authority to enter into this Agreement, perform its obligations under this Agreement, and carry out the Transaction, and such Party’s execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by, as applicable, all necessary corporate, limited liability company, partnership, or other similar actions on its part;

(b) such Party’s execution, delivery, and performance of this Agreement does not and will not (i) violate any provision of law, rule, or regulation applicable to it or any of its subsidiaries or its organizational documents or those of any of its subsidiaries, or (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under its organizational documents or any material contractual obligations to which it or any of its subsidiaries is a party;

(c) such Party’s execution, delivery, and performance of this Agreement does not and will not require the consent or approval by any other Person or entity, except for any consent or approval obtained prior to, or contemporaneously with, the Agreement Effective Date; and

(d) this Agreement is the legally valid and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws relating to or limiting creditors’ rights generally or by equitable principles.

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Section 7.2 Representations and Warranties of the Company Parties. Each Company Party, jointly and severally, represents to the Consenting Creditors that:

(a) neither the Company Parties nor anyone acting on their behalf have made, or will make, offers or sales of the New Private Second Lien Notes by means of any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act. With respect to New Private Second Lien Notes to be sold in reliance on Regulation S, neither the Company Parties nor anyone acting on their behalf has engaged or will engage in directed selling efforts within the meaning of Regulation S under the Securities Act, and all such persons have complied and will comply with the offering restrictions requirements of Regulation S. Neither the Company Parties nor anyone acting on their behalf have taken, or will take, any action that would subject the issuance or sale of the New Private Second Lien Notes to the registration requirements of Section 5 of the Securities Act.

(b) In connection with the Public Exchange Offer, the Company Parties and anyone acting on their behalf will comply with Regulation 14E and any other tender offer rules under the Exchange Act that may be applicable.

Section 7.3 Representations and Warranties of the Consenting Creditors. Each Consenting Creditor, severally and not jointly, represents to the Company Parties that:

(a) it (i) is the sole beneficial owner of the principal amount of the Revolving Credit Commitments, Term Loans, and/or Senior Notes indicated on its signature page hereto or on a Holdings Confirmation delivered concurrently with its signature page hereto, or (ii) has sole investment or voting discretion with respect to the principal amount thereof and has the power and authority to bind the beneficial owner thereof to the terms of this Agreement;

(b) other than pursuant to this Agreement, the Revolving Credit Commitments, Term Loans, and/or Senior Notes it holds are free and clear of any equity, option, proxy, voting restriction, right of first refusal, pledge, security interest, claim, lien, other encumbrance or other limitation on disposition of any kind, in each case that would reasonably be expected to adversely affect in any way such Consenting Creditor’s performance of its obligations contained in this Agreement at the time such obligations are required to be performed; and

(c) other than the Revolving Credit Commitments, Term Loans, and/or Senior Notes indicated on its signature page hereto or on its Holdings Confirmation, such Consenting Creditor does not own any other Revolving Credit Commitments, Term Loans, or Senior Notes.

Section 7.4 Representations and Warranties of the Consenting 2026 Senior Noteholders. Each Consenting 2026 Senior Noteholder, severally and not jointly, represents to the Company Parties that:

(a) (i) it is (A) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, (B) an institutional “accredited investor” within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), or (a)(9) under the Securities Act or (C) outside the United States and not a U.S. person (and not purchasing for the account or benefit of a U.S. person) within the meaning of Regulation S under the Securities Act and (ii) it is tendering its 2026 Senior Notes (and delivering its consents related thereto) and investing in the New Private Second Lien

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Notes for its own account or for one or more separate accounts maintained by such Consenting 2026 Senior Noteholder or for the account of one or more pension or trust funds and not with a view to the distribution thereof; provided that the disposition of such Consenting 2026 Senior Noteholder’s property shall at all times be within such Consenting 2026 Senior Noteholder’s control;

(b) it understands that the New Private Second Lien Notes have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Company Parties are not required to, and do not intend to, register the New Private Second Lien Notes;

(c) it does not presently have any reason to anticipate any change in its circumstances or other particular occasion or event that would cause such Consenting 2026 Senior Noteholder to sell the New Private Second Lien Notes other than in compliance with the requirements of the Securities Act;

(d) other than in accordance with the Securities Act, it does not have any contract, undertaking, agreement, understanding, or arrangement with any person to sell, transfer, or pledge to any Person any part or all of the New Private Second Lien Notes, or any interest therein, that the Consenting 2026 Senior Noteholder is acquiring under this Agreement, and it has no present plans to enter into the same;

(e) it has sufficient experience in business, financial, and investment matters to be able to evaluate the risks involved in, and to make an informed investment decision with respect to, an exchange of its 2026 Senior Notes (and delivery of the related consent) and an investment in the New Private Second Lien Notes, and it acknowledges that: (i) in the case of each initial Consenting 2026 Senior Noteholder signatory to this Agreement only, it was given the opportunity to ask questions and receive answers concerning the terms and conditions of the 2026 Senior Notes Transaction and to obtain any additional information that the Company Parties possess or can acquire without unreasonable effort or expense; (ii) the Company Parties make no representation regarding the value of the 2026 Senior Notes or the New Private Second Lien Notes; and (iii) it has independently and without reliance upon the Company Parties made its own analysis and decision to enter into this Agreement and to exchange its 2026 Senior Notes (and deliver consents related thereto) and to invest in the New Private Second Lien Notes on the terms set forth in this Agreement;

(f) the purchase of New Private Second Lien Notes by such Consenting 2026 Senior Noteholder has not been solicited by or through anyone other than the Company Parties; and

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(g) it acknowledges that the New Private Second Lien Notes will bear a restrictive legend substantially in the following form:

THIS SECURITY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1)(a) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (b) TO AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), OR (a)(9) UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT (AND IF THE PRINCIPAL AMOUNT TRANSFERRED IS LESS THAN $250,000, BASED ON AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY IF THE COMPANY SO REQUESTS), (c) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (d) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF APPLICABLE) OR (e) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY IF THE COMPANY SO REQUESTS), (2) TO THE COMPANY OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE SECURITY EVIDENCED HEREBY.

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Section 8. Fiduciary Duties. Notwithstanding any provision of this Agreement to the contrary, nothing in this Agreement shall require any Company Party, nor any such Company Party’s directors, managers, and officers, to take or refrain from taking any action in its capacity as a director, manager, or officer of such Company Party (including, without limitation, terminating this Agreement under Section 5), to the extent any such Person determines, in good faith, based on the advice of outside counsel (including counsel to the Company Parties) that taking or failing to take such action would be inconsistent with applicable law or his, her, or its fiduciary obligations under applicable law, and any such action or inaction pursuant to this Section 8 will not constitute a breach of this Agreement (but may, for the avoidance of doubt, result in a Termination Event). The Company Parties shall provide written notice to the other Parties promptly, but in any event within 24 hours, following any determination by a Company Party or its directors, managers, or officers to take or refrain from taking any action that would otherwise be prohibited or required, respectively, by this Agreement, which notice shall set forth in reasonable detail the basis for such determination.

Section 9. Miscellaneous.

Section 9.1 Entire Agreement; Prior Negotiations. This Agreement, including all of the exhibits attached hereto, constitutes the entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all other prior negotiations, agreements, representations, warranties, term sheets, proposals, and understandings, whether written, oral, or implied, among the Parties with respect to the subject matter of this Agreement; provided, however, that any confidentiality agreement or non-disclosure agreement between any Company Party and any Consenting Creditor will survive the entry into this Agreement and will continue in full force and effect, subject to the terms thereof, notwithstanding any of the terms hereof.

Section 9.2 Reservation of Rights. This Agreement constitutes a proposed settlement among the Parties. Regardless of whether or not the Transaction is consummated, or whether or not a Termination Date occurs, if applicable, nothing shall be construed herein as a waiver by any Party of any or all of such Party’s rights or remedies, and the Parties expressly reserve any and all of their respective rights and remedies. Pursuant to Rule 408 of the Federal Rules of Evidence, any applicable state rule of evidence, and any other applicable law, neither this Agreement nor any negotiations relating hereto may be admitted into evidence in any proceeding other than in a proceeding to enforce this Agreement or as a defense in connection with such a proceeding. This Agreement shall not be construed as or be deemed to be evidence of an admission or concession on the part of any Party for any claim, fault, liability, or damages whatsoever. Each Party denies any and all wrongdoing or liability of any kind and does not concede any infirmity in the claims or defenses that it has asserted or could assert. Except as expressly provided in this Agreement, nothing herein does or is intended to, in any manner, waive, limit, impair, or restrict the ability of each Party to protect and preserve its rights, remedies, and interests. Without limiting the foregoing sentence, each Party reserves any and all of its rights, remedies, and interests in the case of any claim for a breach of this Agreement.

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Section 9.3 Representation by Counsel. Each Party acknowledges that it has been represented by counsel (or had the opportunity to be represented by counsel and waived its right to do so) in connection with this Agreement and the Transaction. Accordingly, any rule of law or any legal decision that would provide any Party hereto with a defense to the enforcement of the terms of this Agreement against such Party based upon the lack of legal counsel shall have no application and is expressly waived. The provisions of this Agreement shall be interpreted in a reasonable manner to effectuate the intent of the Parties hereto. None of the Parties hereto shall have any term or provision of this Agreement construed against such Party solely by reason of such Party having drafted the same.

Section 9.4 Independent Due Diligence and Decision-Making. Each Consenting Creditor acknowledges that it has made its own decision to execute this Agreement and Participate in the Transaction based upon its own independent assessment of the documents and information available to it, as it has deemed appropriate.

Section 9.5 Counterparts. This Agreement may be executed in one or more counterparts, each of which, when so executed, shall constitute one and the same instrument, and the counterparts may be delivered by email in portable document format (.pdf) or by electronic signature.

Section 9.6 Amendments.

(a) Except as otherwise provided herein, this Agreement may not be modified, amended, or supplemented, and no provision of this Agreement may be waived, without the prior written consent of the Company Parties and the Required Consenting Creditors; provided that (i) the definitions of “Required Consenting Creditors,” “Required Consenting Revolving Credit Lenders,” “Required Consenting Senior Noteholders,” or “Required Consenting Term Lenders” may not be amended or otherwise modified without the written consent of each Consenting Creditor; (ii)(A) the section titled “Voting” of the Credit Facility Transaction Term Sheet may not be amended or otherwise modified without the written consent of each Consenting Revolving Credit Lender and Consenting Term Lender adversely affected thereby, and (B) neither the Transaction Term Sheet nor the Credit Facility Transaction Term Sheet may be amended or modified, nor any provision thereof waived, in a manner that would have the same effect as an amendment, modification, or waiver of any provision of the Exchange Credit Agreement addressed in the section titled “Voting” of the Credit Facility Transaction Term Sheet, without the written consent of the number of Required Consenting Revolving Credit Lenders and/or Consenting Term Lenders (as the case may be) that would be required to adopt such amendment, modification, or waiver of the Exchange Credit Agreement pursuant to such section titled “Voting” (including, for the avoidance of doubt, any amendments, modifications, or waivers to the Transaction Term Sheet or Credit Facility Transaction Term Sheet that would reduce the consideration provided to any Consenting Revolving Credit Lender or Consenting Term Lender, without the consent of such Consenting Revolving Credit Lender or Consenting Term Lender); (iii) Section 5.7(b) and this Section 9.6 may not be amended without the written consent of each Company Party and each Consenting Creditor, notwithstanding anything to the contrary in this Section 9.6(a); (iv) the written consent of each Consenting Creditor shall be required for any amendments, modifications, or other changes to Section 6 or Exhibits B, C, or D; (v) Sections 3.2(a)(ii) and 5.5, the terms set forth under the heading “Non-Extending Revolving Credit Lenders” in the Transaction Term Sheet, and all defined terms specifically related to the subject matter thereof may not be amended without the written consent of each Non-Extending Revolving Credit Lender; and (vi) Section 3.2(a)(iii), the terms set forth under the heading “Non-Extending Revolving Credit Lenders” in the Transaction Term Sheet, and all defined terms specifically related to the subject matter thereof may not be amended without the written consent of each Non-Extending Revolving Credit Lender Assignee.

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(b) No waiver of any of the provisions of this Agreement shall be deemed to constitute a waiver of any other provision of this Agreement, whether or not such provisions are similar, nor shall any waiver of a provision of this Agreement be deemed a continuing waiver of such provision.

(c) Notwithstanding anything to the contrary set forth herein, where written consent is required pursuant to or contemplated by this Agreement, such written consent shall be deemed to have occurred if it is conveyed in writing (with email being sufficient) between counsel to the Administrative Agent, counsel to the Ad Hoc Groups, and counsel to the Company Parties (to the extent applicable), and without representations or warranties of any kind on behalf of such counsel.

Section 9.7 Headings. The headings of the sections, paragraphs, and subsections of this Agreement are included for convenience only and will not affect the interpretation of the provisions contained herein.

Section 9.8 Acknowledgments; Obligations Several. Notwithstanding that this Agreement is being executed by the Administrative Agent and multiple Consenting Creditors, the obligations of such Parties under this Agreement are several and neither joint nor joint and several. Without limiting the obligations of each Consenting Revolving Credit Lender and Consenting Term Lender under Section 9.19, the Administrative Agent and Consenting Creditors will not be responsible for the performance of the obligations or any breach of any other Consenting Creditor or the Administrative Agent under this Agreement, and no presumption will arise from anything contained herein or any action taken by the Administrative Agent or any Consenting Creditor that the Consenting Creditors (including the Administrative Agent) constitute a partnership, an association, or joint venture. No presumption will arise from anything contained herein or any action taken by the Consenting Creditors that the Consenting Creditors are otherwise acting other than in their individual capacities. The Administrative Agent and Consenting Creditors shall not have any fiduciary duty to any other Consenting Creditor, the Administrative Agent, the Company Parties, or the Company Parties’ other lenders, noteholders, stockholders, or other stakeholders as a result of this Agreement or the transactions contemplated hereby. Each Consenting Creditor acknowledges that no other Consenting Creditor will be acting as agent of such Consenting Creditor in connection with monitoring such Consenting Creditor’s investment or enforcing its rights under this Agreement, the Definitive Documents, or any other documents to be entered into in connection with the consummation of the Transaction. The Consenting Creditors are not intended to be, and will not be deemed to be, a “group” for purposes of Section 13(d) of the Exchange Act.

Section 9.9 Specific Performance; Damages. The Parties understand, acknowledge, and agree that money damages would be an insufficient remedy for any breach of this Agreement by any Party and, thus, that each non-breaching Party will be entitled to specific performance and injunctive or other equitable relief to remedy any such breach, including an order, of a court of competent jurisdiction requiring any Party to comply promptly with any of its obligations in this Agreement. Notwithstanding anything to the contrary in this Agreement, no Party or its representatives will be liable to any other Party for any punitive, incidental, consequential, special, or indirect damages, including the loss of future revenue or income or opportunity, relating to a breach or alleged breach of this Agreement.

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Section 9.10 Governing Law. This Agreement will be governed by, and construed in accordance with, the laws of the State of New York without regard to any choice of law provision that would require the application of the laws of another jurisdiction. By executing and delivering this Agreement, each Party (a) irrevocably and unconditionally agrees for itself that any legal action, suit, or proceeding against it with respect to any matter arising under or out of or in connection with this Agreement or for recognition or enforcement of any judgment rendered in any such action, suit, or proceeding shall be brought in either a state or federal court of competent jurisdiction in the State and County of New York, Borough of Manhattan; (b) accepts and submits itself to the exclusive jurisdiction of each such court, generally and unconditionally, with respect to any such action, suit, or proceeding; and (c) submits to the personal jurisdiction of each such court described in this Section 9.10, solely for purposes of any action, suit, or proceeding arising out of or relating to this Agreement or for the recognition or enforcement of any judgment rendered or order entered in any such action, suit, or proceeding. EACH PARTY HERETO UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING REFERRED TO ABOVE.

Section 9.11 Agreement Effective Date. This Agreement will become effective when executed and delivered by: (a) each Company Party; (b) the Administrative Agent; (c) Revolving Credit Lenders that collectively hold, in the aggregate, Revolving Credit Commitments representing an amount equal to or greater than the amount set forth in clauses (a)(i) and (a)(ii) in the definition of “Minimum Participation Threshold”; (d) Term Lenders that collectively hold greater than 50% of the aggregate principal amount of Term Loans outstanding; and (e) Senior Noteholders that collectively hold at least 36% of the aggregate principal amount of 2023 Senior Notes outstanding, 65% of the aggregate principal amount of 2024 Senior Notes outstanding, and 68% of the aggregate principal amount of 2026 Senior Notes outstanding. The date that this Agreement becomes effective in accordance with this Section 9.11 is the “Agreement Effective Date.”

Section 9.12 Notices. Any notice, direction, or other communication given regarding the matters contemplated by this Agreement must be in writing, sent by personal delivery, courier, or email, and addressed as follows:

If to any Company Party:

The GEO Group, Inc.

4955 Technology Way

Boca Raton, Florida 33431

Attention:     Brian Evans (bevans@geogroup.com)

Joe Negron (jnegron@geogroup.com)

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with a copy (which shall not constitute notice) to:

Skadden, Arps, Slate, Meagher & Flom LLP

155 North Wacker Drive

Chicago, Illinois 60606

Attention: Ron Meisler (ron.meisler@skadden.com)

David Goldschmidt (david.goldschmidt@skadden.com)

Seth Jacobson (seth.jacobson@skadden.com)

Christopher Dressel (christopher.dressel@skadden.com)

If to a Consenting Revolving Credit Lender:

To the address set forth on such Consenting Revolving Credit Lender’s signature page

If to a Consenting Term Lender:

To the address set forth on such Consenting Term Lender’s signature page

with a copy (which shall not constitute notice) to:

Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, New York 10166

Attention: Scott J. Greenberg (sgreenberg@gibsondunn.com)

Steven A. Domanowski (sdomanowski@gibsondunn.com)

Jeremy D. Evans (jevans@gibsondunn.com)

It to a Consenting Senior Noteholder:

To the address set forth on such Consenting Senior Noteholder’s signature page

with a copy (which shall not constitute notice) to:

Akin Gump Strauss Hauer & Feld LLP

One Bryant Park

New York, New York 10036

Attention: Michael S. Stamer (mstamer@akingump.com)

Meredith Lahaie (mlahaie@akingump.com)

Stephen B. Kuhn (skuhn@akingump.com)

A notice is deemed to be given and received if sent by personal delivery, courier, or email, on the date of delivery if it is a Business Day and the delivery was made prior to 4:00 p.m. (local time in place of receipt), and otherwise on the next Business Day. A Party may change its address for notice from time to time by providing a notice in accordance with the foregoing. Any subsequent notice must be sent to the Party at its changed address. Any element of a Party’s address that is not specifically changed in a notice will be assumed not to be changed.

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Section 9.13 No Third-Party Beneficiaries. Unless expressly stated herein, this Agreement is solely for the benefit of the Parties, and no other Person is a third-party beneficiary hereof.

Section 9.14 Publicity; Non-Disclosure. GEO will disclose this Agreement after 5:00 p.m. Eastern Time on the Agreement Effective Date or prior to 8:00 a.m. Eastern Time on the following Business Day by publicly filing a Form 8-K or any periodic report required or permitted to be filed by GEO under the Exchange Act with the SEC or, if the SEC’s EDGAR filing system is not available, on a press release that results in prompt public dissemination of such information (the “Public Disclosure”). As promptly as reasonably practicable, GEO will provide the advisors to the Administrative Agent and the Ad Hoc Groups with a draft of the Public Disclosure for review, and GEO will incorporate any reasonable additions or modifications to the Public Disclosure from the Administrative Agent and the Ad Hoc Groups, such that the Public Disclosure will be in a form acceptable to the Parties hereto in their reasonable discretion. The Public Disclosure will not disclose the holdings information or identity of any Consenting Creditor (nor shall any Consenting Creditor publicly disclose the holdings information or identity of any other Consenting Creditor); provided that GEO may disclose the aggregate principal amount of Revolving Credit Commitments, Term Loans, and Senior Notes of each series held by Consenting Creditors.

Section 9.15 Successors and Assigns. This Agreement is intended to bind and inure to the benefit of the Parties and their respective permitted successors, assigns, heirs, executors, estates, administrators, and representatives.

Section 9.16 Severability. The invalidity or unenforceability at any time of any provision hereof in any jurisdiction shall not affect or diminish in any way the continuing validity and enforceability of the remaining provisions hereof or the continuing validity and enforceability of such provision in any other jurisdiction.

Section 9.17 Good-Faith Cooperation; Further Assurances. The Parties shall (and shall cause each of their subsidiaries and affiliates to) cooperate with each other in good faith and shall coordinate their activities (to the extent practicable) in respect of all matters concerning the implementation and consummation of the Transaction. Furthermore, each Party shall (and shall cause each of its subsidiaries and affiliates to) take such action (including executing and delivering any other agreements and making and filing any required regulatory filings) as may be reasonably necessary to carry out the purposes and intent of this Agreement. Each Party hereby covenants and agrees to negotiate in good faith the Definitive Documents, each of which will (a) contain the same economic terms (and other terms consistent in all material respects) as the terms set forth in the Transaction Term Sheet (as amended, supplemented, or otherwise modified as provided herein), (b) except as otherwise provided for herein, be in form and substance reasonably acceptable in all respects to the Company Parties, the Administrative Agent, and the Required Consenting Creditors, and (c) be consistent with this Agreement in all material respects.

Section 9.18 No Solicitation. Each Party acknowledges that this Agreement is not, and is not intended to be, an offer for the purchase, sale, exchange, hypothecation, or other transfer of securities for purposes of the Securities Act or the Exchange Act.

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Section 9.19 Direction to Administrative Agent and Senior Notes Trustees.

(a) Each Consenting Revolving Credit Lender and Consenting Term Lender agrees that this Agreement constitutes a direction to the Administrative Agent (subject to the Administrative Agent Consent Right), and each Consenting Senior Noteholder agrees that this Agreement constitutes a direction to each applicable Senior Notes Trustee, to: (i) approve any of the Definitive Documents; provided that, with respect to the Administrative Agent, such approval shall be as directed by Consenting Revolving Credit Lenders and/or Consenting Term Lenders constituting Required Lenders (as defined in the Existing Credit Agreement); (ii) take all actions consistent with this Agreement to support pursuit of and consummation of the Transaction and the transactions contemplated by the Definitive Documents; and (iii) use all authority under the Existing Credit Agreement or applicable Senior Notes Indenture, as the case may be, to bind all lenders or holders, respectively, party thereto to the Transaction and the Definitive Documents, to the extent applicable.

(b) Notwithstanding anything to the contrary in this Agreement, the Administrative Agent shall be entitled to all of the rights and immunities set forth in Article VIII and Section 9.03 of the Existing Credit Agreement in connection with this Agreement. Without limiting the generality of the foregoing, the terms of the preceding Section 9.19(a) are subject to the rights of the Administrative Agent pursuant to Section 8.03(b) of the Existing Credit Agreement.

Section 9.20 Loan Document. This Agreement shall constitute an Existing Loan Document.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, this Agreement has been duly executed as of the date first written above.

[Signature Page to Transaction Support Agreement]

[Signature Page to Transaction Support Agreement]

[Signature Page to Transaction Support Agreement]

[Signature Page to Transaction Support Agreement]

[Signature Page to Transaction Support Agreement]

[Signature Page to Transaction Support Agreement]

[Signature Page to Transaction Support Agreement]

[Signature Page to Transaction Support Agreement]

[Signature Page to Transaction Support Agreement]

[Signature Page to Transaction Support Agreement]

[Signature Page to Transaction Support Agreement]

[Signature Page to Transaction Support Agreement]

[Signature Page to Transaction Support Agreement]

IN WITNESS WHEREOF, this Agreement has been duly executed as of the date first written above.

[Signature Page to Transaction Support Agreement]

[Consenting Creditor Signature Pages Omitted]

EXHIBIT A

Transaction Term Sheet

The GEO Group, Inc.

TRANSACTION TERM SHEET

This term sheet (this “Transaction Term Sheet”), dated as of July 18, 2022, sets forth certain material terms of the Transaction (as defined in the Transaction Support Agreement (as amended, restated, supplemented, or otherwise modified from time to time, the “TSA”), to which this Term Sheet is attached as Exhibit A), among: (a) The GEO Group, Inc., a Florida corporation (“GEO”), GEO Corrections Holdings, Inc., a Florida corporation (“Corrections”), GEO Australasia Holdings Pty Ltd., an Australian proprietary company (“GEO Australasia Holdings”), GEO Australasia Finance Holdings Pty Ltd., an Australian proprietary company, as trustee of the GEO Australasia Finance Holding Trust (the “Australian Trustee”), and certain other subsidiaries of GEO identified on the signature pages to the TSA (collectively, and together with GEO, Corrections, GEO Australasia Holdings, and the Australian Trustee, the “Company Parties”); (b) BNP Paribas, as administrative agent for the lenders under the Existing Credit Agreement (in such capacity, and including any successors or permitted assigns, the “Administrative Agent”); (c) the Revolving Credit Lenders party to the TSA (collectively, the “Consenting Revolving Credit Lenders”); (d) the Term Lenders under the Existing Credit Agreement party to the TSA (collectively, the “Consenting Term Lenders”); and (e) the holders of the Senior Notes party to the TSA (collectively, the “Consenting Senior Noteholders” and, together with the Consenting Revolving Credit Lenders and the Consenting Term Lenders, the “Consenting Creditors”). The Appendices attached hereto constitute part of this Transaction Term Sheet and the TSA. All capitalized terms used but not defined herein will have the meanings ascribed to such terms in the TSA.

This Transaction Term Sheet does not constitute (nor will it be construed as) an offer to sell, or a solicitation of an offer to buy, any securities, it being understood that such an offer, if any, will be made only in compliance with applicable provisions of securities and other applicable laws. This Term Sheet does not purport to summarize all of the terms, conditions, representations, warranties, and other provisions with respect to the transactions described herein, which transactions will be subject to the completion of Definitive Documents incorporating the terms set forth herein. The closing of any transaction will occur on the terms and subject to the conditions set forth in such Definitive Documents. This Transaction Term Sheet does not constitute an admission of liability or a waiver of any rights of the Parties.

Ex. A - 2

Ex. A - 3

Ex. A - 4

Ex. A - 5

Ex. A - 6

Ex. A - 7

Ex. A - 8

Ex. A - 9

APPENDIX 1

Credit Facility Transaction Term Sheet

CREDIT FACILITY TRANSACTION TERM SHEET

This term sheet (this “Credit Facility Transaction Term Sheet”), dated as of July 18, 2022, sets forth the principal terms for the Exchange Credit Agreement and the Existing Credit Agreement Amendment (as such terms are defined in the Transaction Support Agreement, dated as of the date hereof (the “TSA”), among The GEO Group, Inc., a Florida corporation (“GEO”), GEO Corrections Holdings, Inc., a Florida corporation (“Corrections”), GEO Australasia Holdings Pty Ltd., an Australian proprietary company (“GEO Australasia Holdings”), GEO Australasia Finance Holdings Pty Ltd., an Australian proprietary company, as trustee of the GEO Australasia Finance Holding Trust (the “Australian Trustee”), the other Company Parties party thereto, the Administrative Agent, the Consenting Revolving Credit Lenders, the Consenting Term Lenders and the Consenting Noteholders, and the Transaction Term Sheet attached thereto (to which this Credit Facility Transaction Term Sheet is attached as Appendix 1). Capitalized terms used but not otherwise defined in this Credit Facility Transaction Term Sheet have the meanings assigned to such terms in the TSA or the Existing Credit Agreement. This Credit Facility Transaction Term Sheet does not constitute (nor will it be construed as) an offer to sell, or a solicitation of an offer to buy, with respect to any securities, it being understood that such an offer, if any, will only be made in compliance with applicable provisions of securities and/or other applicable laws.

This Credit Facility Transaction Term Sheet is a summary of the principal terms and conditions of the Exchange Credit Agreement and the Existing Credit Agreement Amendment and does not purport to summarize all of the terms, conditions, representations, warranties and other provisions with respect to the Exchange Credit Agreement or the Existing Credit Agreement Amendment, which terms, conditions, representations, warranties and other provisions will be subject to the completion of the Exchange Credit Agreement, the Existing Credit Agreement Amendment and the other definitive documents incorporating the terms set forth herein and any terms not set forth herein will be substantially similar to the corresponding terms set forth in the Existing Credit Agreement or as otherwise mutually agreed in the definitive documentation in accordance with the consent rights under the TSA. The closing of the Transaction will be subject to the terms and conditions set forth in the TSA and such definitive documentation. This Credit Facility Transaction Term Sheet shall not constitute an admission of liability or a waiver of any rights of the parties to the TSA except as expressly stated herein.

Appendix 1 - 9

Appendix 1 - 10

Appendix 1 - 12

Appendix 1 - 14

Appendix 1 - 15

Appendix 1 - 17

Appendix 1 - 18

ANNEX A TO CREDIT FACILITY TRANSACTION TERM SHEET

Summary of Negative Covenants in the Exchange Credit Agreement

EXCHANGE CREDIT AGREEMENT

SUMMARY OF NEGATIVE COVENANTS

Annex A - 1

Annex A - 2

Annex A - 3

Annex A - 4

Annex A - 5

Annex A - 6

Addendum A

Investments in Non-Loan Parties Covenant in the Exchange Credit Agreement

Investments in Unrestricted Subsidiaries, Restricted Subsidiaries that are not Guarantors, joint ventures and/or Other Consolidated Persons in an aggregate amount not to exceed $50,000,000 at any time outstanding); provided that any Investment made pursuant to this Section 6.04(j)(i):

The amount of any Investments at any time outstanding pursuant to this Section 6.04(j) will be calculated as the aggregate amount of Investments made in such Persons, minus the aggregate amount recovered by GEO or the other Loan Parties in respect to such Investments. Prior to making any Investment pursuant to this Section 6.04(j), GEO shall deliver to the Administrative Agent a certificate executed by the President, a Vice President or a Financial Officer of GEO certifying compliance with the conditions set forth in this paragraph (including the preceding clauses (i) through (iii), as applicable).

Annex A - 7

APPENDIX 2

Description of the New Notes

DESCRIPTION OF THE NEW NOTES

General

You can find the definitions of certain terms used in this description under the subheading “—Certain Definitions.” In this description, references to “we,” “us,” “our,” and the “Company” refer to The GEO Group, Inc. and not to any of its Subsidiaries and references to the “Notes” refer to the 10.500% Senior Secured Second Lien Notes due 2028 offered by this prospectus.

The Company will issue up to $504,289,000 of the Notes under an indenture (the “Indenture”), to be dated as of the Issue Date, by and among us, the Initial Guarantors and Ankura Trust Company, LLC, as trustee (in such capacity, the “Trustee”) and collateral trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).

The following description is a summary of the material provisions of the Indenture, the Security Documents (including the Second Lien Collateral Trust Agreement) and the First Lien/Second Lien Intercreditor Agreement (as defined below). It does not restate these agreements in their entirety. We urge you to read the Indenture, the Second Lien Collateral Trust Agreement, the other Security Documents and the First Lien/Second Lien Intercreditor Agreement that will be filed at a later date because those documents, and not this description, define your rights as a Holder of the Notes. A copy of the Indenture will be available from us at The GEO Group, Inc., 4955 Technology Way, Boca Raton, Florida 33431, Attn: Chief Financial Officer. Certain defined terms used in this description but not defined below under “—Certain Definitions” have the meanings assigned to them in the Indenture or the applicable Security Documents.

The registered Holder of a Note will be treated as the owner of it for all purposes. Only registered Holders will have rights under the Indenture.

The Notes, the New Notes Guarantees and Priority

The Notes and the New Notes Guarantees will be:

As of March 31, 2022, on an as adjusted basis after giving effect to the Refinancing Transactions (assuming full participation in the Exchange Offers and approximately 81% participation in the Credit Agreement Exchange as more fully described in “Capitalization”), the Company and the Initial Guarantors would have had total consolidated indebtedness of approximately $2,263.1 million (excluding Non-Recourse Debt (as defined herein) of $317.5 million and $96.8 million of existing letters of credit, but including Capital Lease Obligations (as defined herein) of $3.2 million and other debt of $41.7 million) primarily consisting of $958.8 million of Secured Indebtedness under the Exchange Credit Agreement (including no borrowings outstanding under the revolver portion of the Exchange Credit Agreement (with $90.2 million of additional availability)), $303.8 million of Secured Indebtedness under the 2017 Credit Agreement (including $75.8 million in borrowings outstanding under the revolver portion of the 2017 Credit Agreement, with $11.2 million of additional availability), $110.9 million of the 2026 Notes, $230.0 million of the Exchangeable 2026 Notes, $239.1 million of the 2028 Private Exchange Notes and $375.5 million of the Notes.

Our subsidiaries that are not providing New Notes Guarantees generated approximately 9.5% of the Company’s consolidated revenues, 32.5% of the Company’s net income and 6.9% of the Company’s consolidated EBITDA for the year ended December 31, 2021, and held approximately 13.9% of the Company’s consolidated assets as of December 31, 2021. In addition, as of December 31, 2021, the Company’s subsidiaries that are not providing a New Notes Guarantee had $412.4 million of liabilities, including $305.6 million of indebtedness. Our subsidiaries that are not providing New Notes Guarantees (as defined herein) generated approximately 9.1% of the Company’s consolidated revenues, 20.8% of the Company’s net income and 8.3% of the Company’s consolidated EBITDA for the three months ended March 31, 2022, and held approximately 12.6% of the Company’s consolidated assets as of March 31, 2022. In addition, as of March 31, 2022, the Company’s subsidiaries that are not providing a New Notes Guarantee had $425.8 million of liabilities, including $312.8 million of indebtedness. See “Capitalization.”

As of the date of the Indenture, all of the Company’s Subsidiaries (other than CSC of Tacoma, LLC, GEO International Holdings, Inc., Florina Insurance Company, GEO Design Services, Inc., certain dormant Domestic Subsidiaries and all of the Company’s Foreign Subsidiaries in existence as of the date of the Indenture) will be Restricted Subsidiaries, and each of the Company’s Subsidiaries that guarantees the Company’s obligations under the Credit Agreements will guarantee the Notes. However, under the circumstances described below under the subheading “—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries,” the Company will be permitted to designate other Subsidiaries as “Unrestricted Subsidiaries.” Unrestricted Subsidiaries will not be subject to the restrictive covenants in the Indenture and will not guarantee the Notes.

The Notes will initially be fully and unconditionally guaranteed by each of the Company’s Restricted Subsidiaries that guarantee the Company’s obligations under the Credit Agreements (collectively, the “Initial Guarantors”) and may be guaranteed by additional Subsidiaries of ours as described below under “—Certain Covenants—Additional Note Guarantees.”

The obligations of each Guarantor under its New Notes Guarantee will be limited as necessary to prevent that New Notes Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. The Company cannot assure you that this limitation will protect the New Notes Guarantees from fraudulent conveyance or fraudulent transfer challenges or, if it does, that the remaining amount due and collectible under the New Notes Guarantees would suffice, if necessary, to pay the Notes in full when due. If a New Notes Guarantee were avoided, it could be subordinated by a court to all other Indebtedness (including Guarantees and other contingent liabilities) of the Guarantor, and, depending on the amount of such Indebtedness, a Guarantor’s liability on its New Notes Guarantee could be reduced to zero. See “Risk Factors—Risks Related to the Notes—Federal and state law may render the subsidiary guarantees of the New Notes and/or payments made under the subsidiary guarantees avoidable in specific circumstances, potentially requiring the holders to return payments received.”

Appendix 2 - 2

The New Notes Guarantee of a Guarantor may be released in certain circumstances. See “—Certain Covenants—Additional Note Guarantees.”

Guarantor Group and Collateral Group Summarized Financial Information

We are providing the following information in compliance with Rule 13-01, “Financial Disclosures about Guarantors and Issuers of Guaranteed Securities” and Rule 13-02 of Regulation S-X, of with respect to the Notes.

The following tables present summarized financial information for The GEO Group, Inc. and the guarantors of the Notes (together, “the Guarantor Group”), on a combined basis with intercompany balances and transactions between entities in the Guarantor Group eliminated. The guarantor subsidiaries are 100% owned by The GEO Group, Inc. Separate financial statements of the guarantor subsidiaries are not presented because the guarantees by our guarantor subsidiaries are full and unconditional, as well as joint and several.

Summarized financial information of the Guarantor Group is as follows:

Summarized Consolidated Statement of Income (Loss) (in thousands)—Guarantor Group

The following tables present summarized financial information for The GEO Group, Inc. and the subsidiaries of The GEO Group, Inc.’s Notes pledged that constitute a substantial portion of Collateral (together, the “Collateral Group”), on a combined basis with intercompany balances and transactions between entities in the Collateral Group eliminated. The pledged subsidiaries are 100% owned by The GEO Group, Inc. No trading market for the subsidiaries included in the Collateral Group exists.

Summarized financial information of the Collateral Group is as follows:

Summarized Consolidated Statement of Income (Loss) (in thousands)—Collateral Group

Summarized Consolidated Balance Sheet (in thousands)—Collateral Group

Principal, Maturity and Interest

The Company will issue up to $504,289,000 in aggregate principal amount of Notes in this offering. The Notes will mature on June 30, 2028. The Notes issued under the Indenture will be treated as a single class for all purposes under the Indenture, including, without limitation, redemptions of Notes, offers to purchase Notes and the percentage of Notes required to consent to waivers of provisions of, and amendments to, the Indenture. The Company will issue Notes only in denominations of $2,000 and integral multiples of $1,000 in excess thereof. Interest on the Notes will accrue at the rate of 10.500% per annum and will be payable semi-annually in arrears on June 30 and December 31, commencing on December 31, 2022. The Company will make each interest payment to the Holders of record on the close of business on the immediately preceding June 15 and December 15. Interest on the Notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Methods of Receiving Payments on the Notes

If a Holder has given wire transfer instructions to us, the Company will pay all principal, interest and premium, if any, on that Holder’s Notes in accordance with those instructions. All other payments on the Notes will be made at the office or agency of the paying agent and registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their respective addresses set forth in the register of Holders.

Paying Agent and Registrar for the Notes

The Trustee will initially act as paying agent and registrar for the Notes. The Company may change the paying agent or registrar without prior notice to the Holders of the Notes, and the Company or any of its Subsidiaries may act as paying agent or registrar.

Transfer and Exchange

A Holder may transfer or exchange Notes in accordance with the Indenture. The Company, registrar and the Trustee may require a Holder to furnish appropriate endorsements and transfer documents in connection with a transfer of Notes. Holders will be required to pay all taxes due on transfer. The Company is not required to transfer or exchange any Note selected for redemption. Also, the Company is not required to transfer or exchange any Note for a period of 15 days before a selection of Notes to be redeemed.

Security

Pursuant to the Security Documents and in accordance with the Second Lien Collateral Trust Agreement and the First Lien/Second Lien Intercreditor Agreement, the obligations of the Company and the Guarantors in respect of the Notes will be secured, together with any future Second Lien Secured Obligations, by Liens on the Company’s and the Guarantors’ right, title and interest (i) substantially all their respective personal properties, now existing or hereafter acquired and wherever located, in favor of the Second Lien Collateral Trustee on behalf of the Second Priority Secured Parties, subject to certain “Excluded Property” (as such term is defined in the Exchange Credit Agreement), and (ii) the “Material Real Properties” (as such term is defined in the Exchange Credit Agreement). All such assets of the Company and the Guarantors (but in any event excluding the Excluded Property) are referred to herein as the “Collateral.” “Collateral” as defined hereunder shall not include any property or assets that do not

Appendix 2 - 4

constitute collateral securing the obligations of the Company and the Guarantors under the Exchange Credit Agreement. In addition, the Security Documents will contain exceptions, limitations and materiality thresholds with respect to the requirements of the Company and Guarantors to take actions to perfect the Liens securing the obligations of the Company and the Guarantors in respect of the Notes and the New Notes Guarantees. As a result, such Liens may not attach to or be perfected in certain of the Collateral, which could adversely affect the rights of the Holders with respect to such Collateral.

Such Liens shall be (i) junior in priority to the Liens on the Collateral securing the obligations of the Company and the Guarantors under the Exchange Credit Agreement, (ii) junior in priority to the Liens on the Existing Collateral securing the obligations of the Company and the Guarantors under the 2017 Credit Agreement and (iii) subject to Permitted Liens.

Excluded Property includes, without limitation, (i) rights under any contracts, leases or other instruments that contain a valid and enforceable prohibition on assignment of such rights (except to the extent that any such prohibition would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the UCC of any relevant jurisdiction or any other applicable law or principles of equity), but only for so long as such prohibition exists and is effective and valid; (ii) property and assets owned by the Company or any Guarantor that are the subject of Liens that secure Indebtedness incurred to finance the acquisition, construction or improvement of such property or assets or Liens on the GEO HQ granted pursuant to a real property mortgage, in each case that are permitted under the Exchange Credit Agreement, but only if and for so long as (w) such Liens are in effect, (x) the Indebtedness secured by such Liens constitutes Indebtedness permitted by the corresponding Indebtedness incurrence basket of the Exchange Credit Agreement, (y) the agreements or instruments evidencing or governing such Indebtedness prohibit the Indebtedness under the Exchange Credit Agreement from being secured by such assets and (z) no part of the Indebtedness under the Exchange Credit Agreement was used to finance the acquisition, construction or improvement of such assets; and (iii) any assets with respect to which, in the reasonable judgment of the administrative agent under the Exchange Credit Agreement and the Company (as agreed in writing), the cost or other adverse consequences (including adverse tax consequences) of pledging such assets would be excessive in relation to the benefits to be obtained by the lenders under the Exchange Credit Agreement therefrom.

Material Real Properties includes, without limitation, real property interests, including improvements, owned or leased by the Company or any Guarantor such that, after giving effect to the mortgages or deeds of trust on such real property interests, the collateral securing the obligations of the Company and the Guarantors under the Exchange Credit Agreement (as may be amended from time to time in accordance with its terms) includes (i) at least 90% of the net book value of the domestic real property interests of the Company and the Guarantors or (ii) each domestic real property interest of the Company and the Guarantors that has a net book value of $6.0 million or greater, whichever represents a greater proportion of the total net book value of the all domestic real property interest of the Company and the Guarantors.

Mortgages on the Company’s and the Guarantors’ right, title and interest in the Material Real Properties will not be in place and/or perfected as of the Issue Date. The Company will take all appropriate steps to have such mortgages in place and perfected within 150 days of the Issue Date. See “Risk Factors—Risks related to the New Secured Notes—Security over certain Collateral may not be in place by closing or may not be perfected by closing, and we will not be required to perfect security interests in some instances.”

Use of Collateral

Subject to the terms of the Second Lien Collateral Trust Agreement, the other Security Documents and the First Lien/Second Lien Intercreditor Agreement, the Company and the Guarantors will have the right to remain in possession and retain control of the Collateral (other than certain possessory collateral required to be delivered to the Second Lien Collateral Trustee (or the Designated First Priority Representative as bailee for the Second Lien Collateral Trustee pursuant to the First Lien/Second Lien Intercreditor Agreement) pursuant to the Security Documents), to freely operate the Collateral and to collect, invest and dispose of any income thereon.

Appendix 2 - 5

Release of Liens on Collateral

The Second Lien Collateral Trust Agreement will provide that, automatically and without the need for any further action by any Person, the Liens on the Collateral will be released or will no longer secure the obligations under the Indenture:

An “Act of Required Second Priority Secured Parties” means direction from the holders of (or the Secured Debt Representative representing the holders of) more than 50% of the sum of (x) the aggregate outstanding principal amount of the Notes, (y) the aggregate outstanding principal amount under any other Second Lien Secured Obligations (including the 2028 Private Exchange Notes) and (z) other than in connection with the exercise of remedies, the aggregate unfunded commitments to extend credit which, when funded, would constitute Indebtedness under the foregoing clause (y).

In addition, the Second Lien Collateral Trust Agreement will provide that, at the request and expense of the Company, the Second Lien Collateral Trustee will, in accordance with the terms of the Indenture and applicable Security Documents:

Appendix 2 - 6

Certain limitations on the Collateral

There can be no assurance that the proceeds of any sale of Collateral following an acceleration of the Notes as a result of an Event of Default would be sufficient to satisfy, or would not be substantially less than, amounts due on the Notes and any other Indebtedness secured by the Collateral. The Holders of the Notes may not be able to unilaterally direct the Second Lien Collateral Trustee to take such actions (See “—Second Lien Collateral Trust Agreement” and “—First Lien/Second Lien Intercreditor Agreement”). Additionally, with respect to some of the Collateral, the Second Lien Collateral Trustee’s security interest and ability to foreclose will be limited by the need to meet certain requirements, such as obtaining third-party consents and making additional filings. For more information, see “Risk Factors—Risks related to the New Notes.”

Further assurances

The Indenture and the Security Documents will provide that the Company and each of the Guarantors will do or cause to be done all acts and things that may be required, or that the Second Lien Collateral Trustee from time to time may reasonably request, to assure and confirm that the Second Lien Collateral Trustee holds, for the benefit of the Second Priority Secured Parties, duly created and enforceable and perfected Liens (subject to Permitted Liens and the terms of the Indenture, the Second Lien Collateral Trust Agreement and the First Lien/Second Lien Intercreditor Agreement) upon the Company’s and the Guarantors’ right, title and interest in the Collateral (including any property or assets that are acquired or otherwise become Collateral after the Notes are issued), in each case, as contemplated by, and in accordance with the Lien priority required under, the Indenture, the Security Documents and the First Lien/Second Lien Intercreditor Agreement.

Upon the reasonable request of the Second Lien Collateral Trustee at any time and from time to time, the Company and each of the Guarantors will promptly execute, acknowledge and deliver such Security Documents, instruments, certificates, notices and other documents, and take such other actions as may be reasonably required, or that the Second Lien Collateral Trustee may reasonably deem necessary, to create, perfect, protect, assure or enforce the Liens and benefits intended to be conferred, in each case, as expressly required by the First Lien/Second Lien Intercreditor Agreement, the Indenture and the Security Documents.

Neither the Trustee nor the Second Lien Collateral Trustee shall be responsible for (A) perfecting, maintaining, monitoring, preserving or protecting the Liens granted under the Indenture, the Security Documents or any agreement or instrument contemplated hereby or thereby, (B) the filing, re-filing, recording, re-recording or continuing of any document, financing statement, financing statement amendment, registration, mortgage, assignment, notice, instrument of further assurance or other instrument in any public office at any time or times or (C) providing, maintaining, monitoring or preserving insurance on or the payment of taxes with respect to the Collateral. The actions described in clauses (A) through (C) above shall be the sole responsibility of the Company and the Guarantors, as applicable.

Second Lien Collateral Trust Agreement

On the Issue Date, the Company and the Guarantors will enter into the Second Lien Collateral Trust Agreement with the Second Lien Collateral Trustee, the Trustee and the 2028 Private Exchange Notes Trustee. The Second Lien Collateral Trust Agreement will provide for the ability of the Company in the future to designate additional Indebtedness to be secured, on a pari passu basis, by the Liens held by the Second Lien Collateral Trustee securing the Obligations of the Company and the Guarantors in respect of the Notes and the 2028 Private Exchange Notes. The Second Lien Collateral Trust Agreement will also set forth the terms on which the Second Lien Collateral Trustee will receive, hold, administer, maintain and distribute the Collateral at any time delivered to the Second Lien Collateral Trustee as the subject of the Security Documents and on which the Second Lien Collateral Trustee will, subject to the First Lien/Second Lien Intercreditor Agreement, enforce the Security Documents and all interests, rights, powers and remedies of the Second Lien Collateral Trustee with respect thereto or thereunder and the proceeds thereof. As of the Issue Date, the Notes and the 2028 Private Exchange Notes will be the only Indebtedness subject to the Second Lien Collateral Trust Agreement.

Appendix 2 - 7

Second Lien Collateral Trustee

Ankura Trust Company, LLC has been appointed pursuant to the Second Lien Collateral Trust Agreement to serve as the Second Lien Collateral Trustee for the benefit of itself and:

To secure payment of the Second Lien Secured Obligations, a lien will be granted by the Company and the Guarantors in favor of the Second Lien Collateral Trustee for the benefit of all Second Priority Secured Parties, in the right, title and interest of the Company and the Guarantors in the Collateral, in accordance with the Second Lien Collateral Trust Agreement, the other Security Documents and the First Lien/Second Lien Intercreditor Agreement.

The Second Lien Collateral Trustee will hold (directly or through co-trustees or agents), and will be entitled to enforce, subject to the terms of the Indenture, the 2028 Private Exchange Notes Indenture, the Second Lien Collateral Trust Agreement, the other Security Documents and the First Lien/Second Lien Intercreditor Agreement, all Liens on the Company’s and the Guarantors’ right, title and interest in the Collateral created by the Security Documents.

The Second Lien Collateral Trustee will not commence any exercise of remedies or any foreclosure actions or otherwise take any action or proceeding against any of the Collateral (other than actions as necessary to prove, protect or preserve the Liens securing the Second Lien Secured Obligations) unless and until it shall have been directed in writing by an Act of Required Second Priority Secured Parties to the extent required by the Second Lien Collateral Trust Agreement and subject to the terms of the First Lien/Second Lien Intercreditor Agreement.

Notwithstanding anything to the contrary herein, however, the Second Lien Collateral Trustee will require an Act of Required Second Priority Secured Parties and/or delivery of instructions and any documentation to act under the Second Lien Collateral Trust Agreement only to the extent that an Act of Required Second Priority Secured Parties and/or delivery of instructions and any documentation are required in connection with an act of such type pursuant to the terms of the Second Lien Collateral Trust Agreement.

Voting

In connection with any matter under the Second Lien Collateral Trust Agreement requiring a vote of Holders of the Notes and holders of any other Indebtedness secured on a pari passu second lien basis with the Obligations under the Notes (including the 2028 Private Exchange Notes), the holders of each series of such debt will cast their votes in accordance with the documentation with respect thereto. The amount of such debt to be voted will equal (1) the aggregate principal amount of such debt held by the holders of such series plus (2) other than in connection with an exercise of remedies, the aggregate unfunded commitments to extend credit which, when funded, would constitute Funded Debt of such series. Following and in accordance with the outcome of the applicable vote under the documentation with respect to such debt, the Secured Debt Representative of each series of such debt will cast all of its votes as a block in respect of any vote under the Second Lien Collateral Trust Agreement.

Enforcement of Liens

If the Second Lien Collateral Trustee at any time receives written notice that any Secured Debt Default has occurred under any Secured Debt Document that entitles the Second Lien Collateral Trustee to foreclose upon, collect or otherwise enforce its Liens under the Security Documents, the Second Lien Collateral Trustee will promptly deliver written notice thereof to each Secured Debt Representative. Thereafter, the Second Lien Collateral Trustee may await direction by an Act of Required Second Priority Secured Parties and will act, or decline to act, as directed by

Appendix 2 - 8

an Act of Required Second Priority Secured Parties in each case to the extent required by the Second Lien Collateral Trust Agreement and subject to the First Lien/Second Lien Intercreditor Agreement, in the exercise and enforcement of rights and remedies against the Collateral or under the Security Documents or applicable law. Following the initiation of such exercise of rights and remedies, the Second Lien Collateral Trustee will act, or decline to act, with respect to the manner of such exercise of rights and remedies as directed by an Act of Required Second Priority Secured Parties in each case to the extent required by the Second Lien Collateral Trust Agreement.

Collateral Sharing Equally and Ratably Within Class

The Second Lien Collateral Trust Agreement provides that the payment and satisfaction of all of the Second Lien Secured Obligations will be secured equally and ratably by the Liens on the Company’s and Guarantors’ right, title and interest in the Collateral established in favor of the Second Lien Collateral Trustee for the benefit of the Second Priority Secured Parties pursuant to the Security Documents and the Second Lien Collateral Trust Agreement. The Secured Debt Representative of each future series of Secured Indebtedness will be required to deliver a joinder to the Second Lien Collateral Trust Agreement to the Second Lien Collateral Trustee and each other Secured Debt Representative at the time of incurrence of such series of Secured Indebtedness.

Relative Rights

Nothing in the Indenture or the Security Documents will:

First Lien/Second Lien Intercreditor Agreement

The First Lien/Second Lien Intercreditor Agreement defines the terms of the relationship between the First Priority Secured Parties and the Second Priority Secured Parties, including the holders of the Notes. Pursuant to the terms of the First Lien/Second Lien Intercreditor Agreement, at any time at which First Lien Secured Obligations are outstanding (whether incurred prior to, on or after the Issue Date), the First Priority Secured Parties, acting through the Designated First Priority Representative shall have the exclusive right to take and continue any enforcement action with respect to the Collateral (including as to determining and directing the time, method and place for exercising such rights or taking actions), without any consultation with or consent of any Second Priority Secured Party. Until such time when all First Lien Secured Obligations have been discharged in full, the Second Priority Secured Parties will not be permitted to enforce the security interests, or otherwise take any enforcement action against, the Collateral even if an event of default with respect to the Notes, or any other Second Lien Secured Obligations, has occurred and/or any such Second Lien Secured Obligations have been accelerated, except under limited circumstances; provided that (x) the Second Lien Collateral Trustee will have the right to (a) take any action it deems necessary to perfect or continue the perfection of the Liens on Collateral or to create, preserve or protect (but not enforce) the Liens in the Collateral, (b) purchase (by credit bid or otherwise) all or any portion of the Collateral in connection with any enforcement of remedies by the Designated First Priority Representative to the extent that, and so long as, the First Priority Secured Parties receive payment in full in cash of all First Lien Secured Obligations after giving effect thereto, (c) file a proof of claim with respect to the Notes, (d) file any necessary or appropriate responsive pleadings in opposition to any motion, adversary proceeding or other pleading objecting to or otherwise seeking disallowance of the claim or Lien of the Second Lien Collateral Trustee or any Holder of the Notes, (e) file any pleadings, objections, motions, or agreements which assert rights available to unsecured creditors of the Company arising under any insolvency or liquidation proceeding or applicable non-bankruptcy law, and (f) vote on any plan of reorganization in any insolvency or liquidation proceeding of the Company, in each case (a) through (f) above to the extent such action is not otherwise prohibited by or inconsistent with, or would not result in a resolution inconsistent with, the terms of the First Lien/Second Lien Intercreditor Agreement.

Appendix 2 - 9

The liens granted or purported to be granted to secure the First Lien Secured Obligations will be senior in priority to the liens securing the Second Lien Secured Obligations regardless of the date, time, manner or order of filing or recording of any document or instrument or grant, attachment or perfection of such liens (or any actual or alleged defect in any of the foregoing). Notwithstanding any provision of the UCC, any applicable law, any documents governing Second Lien Secured Obligations or otherwise, the Second Lien Collateral Trustee, on behalf of itself and the other Second Priority Secured Parties will agree that (a) any Lien on the Collateral securing or purporting to secure any First Lien Secured Obligations now or hereafter held by or on behalf of any First Priority Secured Parties or any agent or trustee therefor, regardless of how acquired, shall have priority over and be senior in all respects to any Lien on the Collateral securing or purporting to secure any Second Lien Secured Obligations and (b) any Lien on the Collateral securing or purporting to secure Second Lien Secured Obligations now or hereafter held by or on behalf of any Second Priority Secured Parties or any agent or trustee therefor, regardless of how acquired, will be junior and subordinate in all respects to all Liens on the Collateral securing or purporting to secure the First Lien Secured Obligations. All Liens on the Collateral securing any First Lien Secured Obligations will be and remain senior in all respects and prior to all Liens on the Collateral securing or purporting to secure any Second Lien Secured Obligations for all purposes, regardless of whether such Liens securing or purporting to secure any First Lien Secured Obligations are subordinated to any Lien securing any other obligation of the Company, any Guarantor or any other Person or otherwise subordinated, voided, avoided, invalidated or lapsed. Only after the time when all First Lien Secured Obligations have been discharged in full will any proceeds of Collateral or distributions in respect of the Second Lien Secured Obligations in any bankruptcy case or other insolvency proceeding be distributed on account of, or applied to, the Second Lien Secured Obligations. So long as the First Lien Secured Obligations are outstanding (whether incurred prior to, on or after the Issue Date), any Collateral, including without limitation any such Collateral constituting proceeds, that may be received by any Second Priority Secured Party in violation of the First Lien/Second Lien Intercreditor Agreement shall be segregated and held in trust and promptly paid over to the Designated First Priority Representative, for the benefit of the First Priority Secured Parties, in the same form as received.

The Second Lien Collateral Trustee, on behalf of itself and the Second Priority Secured Parties, will agree pursuant to the First Lien/Second Lien Intercreditor Agreement that it will not (and will waive any right to) contest or support any other person in contesting, in any proceeding (including any insolvency or liquidation proceeding), the validity, extent, perfection, allowability, priority or enforceability of any Lien securing or the allowability or value of any claims asserted with respect to, any First Lien Secured Obligations held (or purported to be held) by or on behalf of the First Priority Secured Parties or any agent or trustee therefor in any Collateral.

Upon any release, sale or disposition of Collateral permitted pursuant to the terms of the documents for the First Lien Secured Obligations that results in the release of the Lien on any Collateral securing the First Lien Secured Obligations (excluding any sale or other disposition that is not permitted by the agreements governing the Second Lien Secured Obligations unless such sale or disposition is consummated in connection with an enforcement action or other exercise of remedies after an event of default or consummated after the institution of any insolvency proceeding), the Lien on such Collateral securing the Second Lien Secured Obligations (excluding any portion of the proceeds of such Collateral remaining after the First Lien Secured Obligations are paid in full) shall be automatically and unconditionally released with no further consent or action of any Person; provided that the Liens securing the Second Lien Secured Obligations shall attach to (subject to the First Lien/Second Lien Intercreditor Agreement) any proceeds of a sale, transfer or other disposition of Collateral not paid to the First Priority Secured Parties or that remain after the discharge in full of First Lien Secured Obligations.

The First Lien/Second Lien Intercreditor Agreement will provide that prior to such time when all First Lien Secured Obligations have been discharged in full, if the security documents with respect to the First Lien Secured Obligations are amended, waived or modified for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions therein or changing in any manner the rights of any parties thereunder, then such amendment, waiver or modification shall apply automatically to any comparable provision of the security documents with respect to the Second Lien Secured Obligations so long as such amendments, waivers or modifications (i) do not have the effect of releasing any Collateral securing the Second Lien Secured Obligations unless otherwise provided in the First Lien/Second Lien Intercreditor Agreement or permitted under the documents

Appendix 2 - 10

governing the Second Lien Secured Obligations and provided there is a corresponding release of the Lien securing the First Lien Secured Obligations, (ii) do not impose any additional duties on a representative for the holders of the Second Lien Secured Obligations without its consent , (iii) notice of such amendment, waiver or consent shall be given to the representative for the Second Priority Secured Parties no later than ten business days after its effectiveness and (iv) any such amendment, waiver or modification that materially and adversely affects the rights of the holders of the Second Lien Secured Obligations and does not affect the First Priority Secured Parties in a like or similar manner shall not apply to the security documents with respect to the Second Lien Secured Obligations without the consent of the Second Lien Collateral Trustee (as directed or with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Second Lien Secured Obligations. The First Lien/Second Lien Intercreditor Agreement will also provide that prior to such time when all First Lien Secured Obligations have been discharged in full, the security documents governing the Second Lien Secured Obligations may not be amended, supplemented, restated or otherwise modified without the consent of the Designated First Priority Representative to the extent such amendment, supplement, restatement or modification would (w) adversely affect the lien priority rights of the First Priority Secured Parties or the rights of the First Priority Secured Parties to receive payments owing pursuant to the documents governing the First Lien Secured Obligations, (x) add any Liens securing the Collateral (other than to the extent permitted under the First Lien/Second Lien Intercreditor Agreement), (y) confer any additional rights on the Second Priority Secured Parties in a manner adverse to the First Priority Secured Parties or (z) contravene the provisions of the Indenture.

Further, the First Lien/Second Lien Intercreditor Agreement will provide that, if the Company or any Guarantor is subject to any bankruptcy case or other insolvency proceeding, among other things, the representatives for, and holders of, the Second Lien Secured Obligations:

Appendix 2 - 11

Notwithstanding the foregoing, in any bankruptcy case or other insolvency proceeding of the Company or any Guarantor, (i) if any First Priority Secured Parties are granted adequate protection in the form of additional collateral in connection with any debtor-in-possession financing or use of cash collateral, then the Second Priority Secured Parties may seek or accept adequate protection solely (x) in the form of a replacement Lien on such additional collateral, subordinated to the Liens securing the First Lien Secured Obligations and related adequate protection and the Liens securing such debtor-in-possession financing on a junior basis, (y) for superpriority administrative expense claims junior in all respects to the superpriority administrative expense claims granted to the First Priority Secured Parties and (z) subject to the right of the First Priority Secured Parties to object thereto, for the payment of post-petition interest at the pre-default rate (provided, in the case of this clause (z), that the First Priority Secured Parties have been granted adequate protection in the form of post-petition interest), provided, however, that the representative for the Second Priority Secured Parties shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second Priority Secured Parties, in any stipulation and/or order granting such adequate protection, that such junior superpriority administrative expense claims may be paid under any plan of reorganization in any combination of cash, debt, equity or other property having a value on the effective date of such plan equal to the allowed amount of such claims and (ii) in the event the representative for the Second Priority Secured Parties, on behalf of itself and the Second Priority Secured Parties, seeks or accepts adequate protection in accordance with clause (i) above and such adequate protection is granted in the form of additional collateral, then such representative, on behalf of itself or any of the Second Priority Secured Parties, agrees that the First Priority Secured Parties shall also be granted a senior Lien on such additional collateral as security for the First Lien Secured Obligations and any applicable debtor-in-possession financing and that any Lien on such additional collateral securing the Second Lien Secured Obligations shall be subordinated to the Liens on such collateral securing the First Lien Secured Obligations and any such debtor-in-possession financing (and all obligations relating thereto).

Optional Redemption

The Company may, at its option, redeem all or a part of the Notes upon not less than 10 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to, but not including, the applicable redemption date (subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date if the Notes have not been redeemed prior to such date):

For a description of the procedures applicable to a redemption of all or part of the Notes pursuant to the provisions of the Indenture described in this section, see “—Selection and Notice.”

Mandatory Redemption

On the first interest payment date following the fifth anniversary of the “issue date” as defined in Treasury Regulation Section 1.1273-2 of the Notes, and on each interest payment date thereafter, the Company shall redeem a portion of the principal amount of each then outstanding Note in an amount equal to the AHYDO Catch-Up Payment for such interest payment date with respect to such Note. The “AHYDO Catch-Up Payment” for a particular interest payment date with respect to a Note means the minimum principal prepayment sufficient to ensure that as of the close of such interest payment date, the aggregate amount which would be includible in gross income with respect to such Note before the close of such interest payment date (as described in Section 163(i)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”) does not exceed the sum (described in Section 163(i)(2)(B) of the Code) of (i) the aggregate amount of interest to be paid on the Note (including for this purpose any AHYDO Catch-Up Payments) before the close of such interest payment date plus (ii) the product of the issue price of the Note (as defined in Section 1273(b) of the Code) and its yield to maturity (within the meaning of Section 163(i)(2)(B) of the Code), with the result that the Notes are not treated as having “significant original issue discount” within the meaning of Section 163(i)(1)(C) of the Code. It is intended that no Note will be an “applicable high yield discount obligation” (an “AHYDO”) within the meaning of Section 163(i)(1) of the Code, and this provision will be interpreted consistently with such intent. The computations and determinations required in connection with any AHYDO Catch-Up Payment will be made by the Company in its good faith reasonable discretion and will be binding upon the Holders absent manifest error.

The Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

Repurchase at the Option of Holders

Change of Control

If a Change of Control occurs, the Company will offer to repurchase all or any part (equal to a minimum denomination of $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes pursuant to a Change of Control offer (a “Change of Control Offer”) on the terms set forth in the Indenture; provided that any unpurchased portion of a Note must be in a minimum denomination of $2,000. In the Change of Control Offer, the Company will offer an offer price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest on the Notes repurchased to, but not including, the date of purchase (subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date if the Notes have not been redeemed or repurchased prior to such date) (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company will send a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the Change of Control payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is sent, pursuant to the procedures required by the Indenture and described in such notice. The

Appendix 2 - 13

Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached the Company’s obligations under the Change of Control provisions of the Indenture by virtue of such compliance.

On the Change of Control payment date, the Company will, to the extent lawful:

The paying agent will promptly send to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control payment date.

The provisions described above that require us to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of the Indenture are applicable. Except as described above with respect to a Change of Control, the Indenture does not contain provisions that permit the Holders of the Notes to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.

The Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to the Indenture as described above under the caption “—Optional Redemption,” unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.

If a Change of Control Offer is made, the Company may not have available funds sufficient to pay the Change of Control Payment for all of the Notes that might be delivered by Holders of the Notes seeking to accept the Change of Control Offer. The Company’s failure to make or consummate the Change of Control Offer or pay the Change of Control Payment when due will give the Trustee and the Holders of the Notes the rights described under “—Events of Default and Remedies.”

The existence of a Holder’s right to require the Company to repurchase such Holder’s Notes upon a Change of Control may deter a third party from acquiring the Company in a transaction which constitutes a Change of Control.

The provisions of the Indenture will not afford Holders of the Notes the right to require the Company to repurchase the Notes in the event of a highly leveraged transaction or certain transactions with the Company’s management or Affiliates, including a reorganization, restructuring, merger or similar transaction (including, in certain circumstances, an acquisition of the Company by management or its affiliates) involving the Company that may adversely affect Holders of the Notes, if such transaction is not a transaction defined as a Change of Control.

Appendix 2 - 14

The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the properties or assets of the Company and its Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a Holder of Notes to require us to repurchase the Notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of the Company and its Subsidiaries taken as a whole to another Person or group may be uncertain. In addition, Holders of the Notes may not be entitled to require the Company to repurchase their Notes in certain circumstances involving a significant change in the composition of the Company’s Board of Directors, including, in connection with the proxy contest where the Company’s Board of Directors does not endorse a dissident slate of directors but approves them as Continuing Directors. In this regard, a decision of the Delaware Chancery Court (not involving the Company or its securities) considered a change of control provision of an indenture governing publicly traded debt securities substantially similar to the change of control event described in clause (5) of the definition of Change of Control. In its decision, the court noted that a board of directors may “approve” a dissident shareholder’s nominees solely for purposes of such an indenture; provided the board of directors determines in good faith that the election of the dissident nominees would not be materially adverse to the interests of the corporation or its stockholders (without taking into consideration the interests of the holders of debt securities in making this determination).

The Credit Agreements contain, and other Indebtedness of the Company may contain, prohibitions on the occurrence of events that would constitute a Change of Control or require that Indebtedness be repurchased upon a Change of Control. A Change of Control will constitute an event of default under the Credit Agreements and, unless the Company were able to obtain a waiver from the requisite lenders under the Credit Agreements, the terms of the Credit Agreements would prohibit the Company’s purchase of the Notes in the event the Company is required to make a Change of Control Offer. There can be no assurance that the Company would be able to obtain a waiver from the requisite lenders under the Credit Agreements to purchase the Notes in connection with a Change of Control. In addition, if a Change of Control Offer occurs, there can be no assurance that the Company will have available funds sufficient to make the Change of Control Payment for all of the Notes that might be delivered by Holders seeking to accept the Change of Control Offer, or to make any other payment that may be required of us in respect of the Company’s other Indebtedness. In the event the Company is required to purchase outstanding Notes pursuant to a Change of Control Offer, the Company would expect to seek third-party financing to the extent the Company does not have available funds to meet the Company’s purchase obligations and any other obligations in respect of the Company’s other Indebtedness. However, there can be no assurance that the Company would be able to obtain the necessary financing. See “Risk Factors—Risks Related to the Notes—We may not be able to satisfy our repurchase obligations in the event of a change of control because the terms of our indebtedness or lack of funds may prevent us from doing so.”

Asset Sales

The Company will not, and it will not permit any of the Restricted Subsidiaries to, directly or indirectly, consummate an Asset Sale unless:

Appendix 2 - 15

Within 180 days from the later of the date of an Asset Sale or the receipt of any Net Proceeds from an Asset Sale, the Company (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds, at its option:

Appendix 2 - 16

Notwithstanding the above, within 180 days from the later of the date of an Asset Sale relating to, or the receipt of any Net Proceeds from an Asset Sale relating to, B.I. Incorporated or a material portion of its business or sale (including Sale and Leasebacks Transactions) of GEO HQ, the Company (or the applicable Restricted Subsidiary, as the case may be) must apply such Net Proceeds to prepay, repay, redeem or purchase First Lien Secured Obligations or to make an Asset Sale Offer as described below and such Net Proceeds shall not be permitted to be applied as set forth in clauses (2) – (5) above.

Pending the final application of any Net Proceeds, the Company (or the applicable Restricted Subsidiary) may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds as cash or in Cash Equivalents.

Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph, or that the Company determines will not be applied or invested as provided in the preceding paragraph, will constitute “Excess Proceeds.” When (1) the amount of Excess Proceeds received from any individual Asset Sale exceeds $7.5 million or (2) the aggregate amount of Excess Proceeds received (x) during any fiscal year of the Company exceeds $22.5 million or (y) at any time during the term of the Notes exceeds $75.0 million, the Company will make an Asset Sale Offer to all Holders of Notes and, at the Company’s option, all holders of other Indebtedness that is pari passu in right of payment and lien priority with the Notes containing provisions similar to those set forth in the Indenture (for example, the Company’s 2028 Private Exchange Notes) with respect to offers to purchase or redeem with the proceeds of sales of assets, to purchase on a pro rata basis the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Notes and such other pari passu Indebtedness shall be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. The Company may satisfy the foregoing obligations with respect to any Net Proceeds prior to the expiration of the relevant 180-day period (or later period as described above) or with respect to Excess Proceeds in an amount equal to or less than the amount set forth in clause (1), (2)(x) or (2)(y), as applicable, of the first sentence of this paragraph.

The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulation conflict with the Asset Sale provisions of the Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of the Indenture by virtue of such compliance.

The agreements governing the Company’s other Indebtedness prohibit certain events, including certain types of Asset Sales. The terms of the Credit Agreements may prohibit the Company’s purchase of the Notes in the event the Company was required to make an Asset Sale Offer. In addition, the exercise by the Holders of Notes of their right to require the Company to repurchase the Notes in connection with an Asset Sale Offer could cause a default under these other agreements, even if the Asset Sale itself does not, due to the financial effect of such repurchases on the Company. Finally, the Company’s ability to pay cash to the Holders of Notes upon a repurchase may be limited by the Company’s then-existing financial resources.

Appendix 2 - 17

Selection and Notice

If less than all of the Notes are to be redeemed or purchased in an offer to purchase at any time, the Trustee will select Notes for redemption or purchase as follows:

No Notes of $2,000 or less can be redeemed in part. Notices of redemption will be mailed by first-class mail or electronically or otherwise in accordance with DTC procedures at least 10 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address, except that redemption notices may be sent more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture. As long as the Notes are issued in global form, notices to be given to Holders will be given to DTC, in accordance with its applicable policies as in effect from time to time. Any notice may, at the Company’s discretion, be subject to the satisfaction of one or more conditions precedent.

If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount of that Note that is to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note will be issued (or cause to be transferred by book entry) in the name of the Holder of Notes upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. Unless the Company defaults in the payment of the redemption, on and after the redemption date, interest ceases to accrue on Notes or portions of Notes called for redemption.

Certain Covenants

Financial Calculations for Limited Condition Transactions; Certain Calculations

When calculating the compliance with or availability under any basket, test or ratio under the Indenture or compliance with any provision of the Indenture in connection with any Limited Condition Transaction and any actions or transactions related thereto, at the option of the Company (the Company’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted, shall be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into (the “LCT Test Date”), and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent test period ending prior to the LCT Test Date, the Company could have taken such action on the relevant LCT Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with.

For the avoidance of doubt, (a) if the Company has made an LCT Election and any of the baskets, tests or ratios for which compliance was determined or tested as of the LCT Test Date are thereafter exceeded as a result of fluctuations in any such basket, test or ratio (including due to fluctuations of the Company or the target of any Limited Condition Transaction) at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations (provided, however, that if any tests or ratios improve or baskets increase as a result of such fluctuations, such improved test, ratios or baskets may be utilized) and (b) such baskets, tests or ratios shall not be tested at the time of consummation of such Limited Condition Acquisition or related transactions. If the Company has made an LCT Election for any Limited Condition

Appendix 2 - 18

Transaction, then in connection with any subsequent calculation of any basket, test or ratio on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such basket, test or ratio shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of debt and the use of proceeds thereof) had been consummated.

For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including any leverage ratio), other than compliance with the financial covenants set forth under “—Certain Financial Covenants,” such financial ratio or test shall be calculated at the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be, and no default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be.

For purposes of calculating pro forma adjustments to any financial ratio or test, pro forma effect shall be given to acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations and including any related financing transactions, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date will be given pro forma effect as if they had occurred on the first day of the four-quarter reference period. For the avoidance of doubt, the Trustee shall have no duty to calculate, or verify the calculation, of any ratio, basket, amount or test in connection with a Limited Condition Transaction.

Restricted Payments

The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly:

Appendix 2 - 19

(all such payments and other actions set forth in these clauses (1) through (4) above being collectively referred to as “Restricted Payments”), unless at the time of and after giving effect to such Restricted Payment:

Appendix 2 - 20

So long as no Default has occurred and is continuing or would be caused thereby, the preceding provisions will not prohibit:

Appendix 2 - 21

The amount of all Restricted Payments (other than cash) shall be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Company or a Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.

Incurrence of Indebtedness and Issuance of Preferred Stock

The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), and the Company will not issue any Disqualified Stock and will not permit any Restricted Subsidiary to issue any Disqualified Stock or Preferred Stock.

The first paragraph of this covenant will not prohibit the incurrence of any of the following items of Indebtedness or the issuance of Disqualified Stock or Preferred Stock, as set forth below (collectively, “Permitted Debt”):