WACKENHUT CORP
AMEND. NO. 1 TO TRANSFER AND ADMINISTRATION AGMT.
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>g72713ex10-1.txt
<DESCRIPTION>AMEND. NO. 1 TO TRANSFER AND ADMINISTRATION AGMT.
<TEXT>
<PAGE>
                                                                    Exhibit 10.1


                              AMENDMENT NUMBER 1 TO
           AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT

                  AMENDMENT NUMBER 1 TO AMENDED AND RESTATED TRANSFER AND
ADMINISTRATION AGREEMENT (this "AMENDMENT"), dated as of October 12, 2001, among
WACKENHUT FUNDING CORPORATION, a Delaware corporation (the "TRANSFEROR") and its
successors and assigns, THE WACKENHUT CORPORATION, a Florida corporation,
individually and as servicer ("WACKENHUT" or the "SERVICER"), ENTERPRISE FUNDING
CORPORATION, a Delaware corporation ("ENTERPRISE" or the "PURCHASER") and its
successors assigns, BANK OF AMERICA, N.A., a national banking association ("BANK
OF AMERICA"), as agent for Enterprise and the Bank Investors (in such capacity,
the "AGENT") and as a Bank Investor, and The Bank of Nova Scotia as a Bank
Investor, amending that certain Amended and Restated Transfer and Administration
Agreement dated as of January 26, 2001 among the Transferor, the Servicer, the
Purchaser, the Agent, Bank of America and The Bank of Nova Scotia (collectively,
the "PARTIES") (the "ORIGINAL AGREEMENT," and said agreement as amended by this
Amendment, the "AGREEMENT").

                  WHEREAS, the Parties desire to amend Section 7.7 of the
Original Agreement;

                  WHEREAS, on the terms and conditions set forth herein, the
parties hereto consent to such amendment;

                  WHEREAS, capitalized terms used herein shall have the meanings
assigned to such terms in the Original Agreement;

                  NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, the parties hereto agree as follows:

                  SECTION 1. AMENDMENTS TO SECTION 7.7 (A). Section 7.7(A) of
the Original Agreement is hereby amended to read in its entirety as follows
(solely for convenience, added text is italicized):

                  "(A) CONSOLIDATED NET WORTH. The Servicer will at all times
                  keep and maintain Consolidated Net Worth at an amount not less
                  than (i) 90% of the Servicer and its Subsidiaries Consolidated
                  Net Worth at October 1, 2000 and (ii) as at the last day of
                  each succeeding Fiscal Quarter of the Servicer and until (but
                  excluding) the last day of the next following Fiscal Quarter
                  of the Servicer, the sum of (A) the amount of Consolidated Net
                  Worth required to be maintained pursuant to this Section 7.7
                  as at the end of the immediately preceding Fiscal Quarter,
                  plus, (B) 50% of Consolidated Net Income (with no reduction
                  for net losses for any period but including earnings and
                  losses attributable to outstanding Minority Interest) for the
                  Fiscal Quarter of the Servicer ending on such day, plus (C)
                  75% of the Net Proceeds to the Servicer from the sale of
                  shares of the





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                  Servicer's capital stock received during the Fiscal Quarter of
                  the Servicer ending on such date, LESS (D) LOSSES INCURRED
                  DURING THE RESTRUCTURING OF CHILE, NOT TO EXCEED $50,000,000,
                  REDUCED BY THE AMOUNT OF ANY REALIZED TAX CREDIT. The
                  calculation of this covenant shall be based upon the
                  consolidated financial statements of the Servicer and its
                  Subsidiaries, without giving effect to any Accounting
                  Adjustments."

                  SECTION 2. CONDITION PRECEDENT. This Amendment shall not
become effective until (i) the Agent shall have executed this Amendment and
shall have received counterparts of this Amendment executed by the Purchaser,
the Transferor, the Servicer and each Bank Investor and (ii) each Bank Investor
shall have received an amendment fee, in immediately available funds, equal to
0.10% of its Commitment.

                  SECTION 3. REPRESENTATIONS AND WARRANTIES. Each of the
Transferor and the Servicer hereby makes to the Purchaser, the Agent and each
Bank Investor on and as of the date hereof, the following representations and
warranties:

                  (a) AUTHORITY. Each of the Transferor and the Servicer has the
requisite corporate power and authority to execute and deliver this Amendment
and to perform its obligations hereunder and under the Original Agreement (as
modified hereby). The execution, delivery and performance by the Transferor and
the Servicer of this Amendment and the performance of the Original Agreement (as
modified hereby) have been duly approved by all necessary corporate action and
no other corporate proceedings are necessary to consummate such transactions;

                  (b) ENFORCEABILITY. This Amendment has been duly executed and
delivered by each of the Transferor and the Servicer. The Original Agreement (as
modified hereby) is the legal, valid and binding obligation of the Transferor
and the Servicer enforceable against the Transferor and the Servicer in
accordance with its terms, and is in full force and effect; and

                  (c) REPRESENTATIONS AND WARRANTIES. The representations and
warranties of the Transferor and the Servicer contained in the Original
Agreement (other than any such representations or warranties that, by their
terms, are specifically made as of a date other than the date hereof) are
correct on and as of the date hereof as though made on and as of the date
hereof.

                  (d) NO TERMINATION EVENT. No event has occurred and is
continuing that constitutes a Termination Event or an Unmatured Termination
Event.

                  SECTION 4. REFERENCE TO AND EFFECT ON THE ORIGINAL AGREEMENT.
Except as specifically amended and modified above, the Original Agreement is and
shall continue to be in full force and effect and is hereby in all respects
ratified and confirmed. The execution, delivery and effectiveness of this
Amendment shall not operate as waiver of any right, power or remedy of the
Purchaser, the Agent or the Bank Investors under the Agreement, nor constitute a
waiver of any provision of the Original Agreement.





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                  SECTION 5. AMENDMENT AND WAIVER. No provision hereof may be
amended, waived, supplemented, restated, discharged or terminated without the
written consent of the parties hereto.

                  SECTION 6. SUCCESSORS AND ASSIGNS. This Amendment shall bind,
and the benefits hereof shall inure to the parties hereof and their respective
successors and permitted assigns; PROVIDED, HOWEVER, the Transferor may not
assign any of its rights or delegate any of its duties under this Amendment
without the prior written consent of the Purchaser.

                  SECTION 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE INTERNAL LAWS OF THE STATE OF
NEW YORK.

                  SECTION 8. SEVERABILITY; COUNTERPARTS. This Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which when taken together shall constitute one and the same
instrument. Any provisions of this Amendment which are prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

                  SECTION 9. CAPTIONS. The captions in this Amendment are for
convenience of reference only and shall not define or limit any of the terms or
provisions hereof.

              [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]



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         IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the date first written above.

                                       ENTERPRISE FUNDING CORPORATION,
                                         as Purchaser



                                       By: /S/ Kevin P. Burns
                                           -------------------------------------
                                           Name:  Kevin P. Burns
                                           Title: Vice President


                                       WACKENHUT FUNDING CORPORATION
                                         as Transferor



                                       By: /s/ Ann Svoboda
                                           -------------------------------------
                                           Name:  Ann Svoboda
                                           Title: Treasurer and Assistant
                                                  Secretary



                                       THE WACKENHUT CORPORATION,
                                          as Servicer



                                       By: /s/ Ann Svoboda
                                           -------------------------------------
                                           Name:  Ann Svoboda
                                           Title: Assitant Treasurer



                                       BANK OF AMERICA, N.A.,
                                         as Agent and Bank Investor



                                       By: /s/ Willem van Beek
                                           -------------------------------------
                                           Name:  Willem van Beek
                                           Title: Vice President



                                       THE BANK OF NOVA SCOTIA,
                                          as Bank Investor



                                       By: /s/ W. J. Brown
                                           -------------------------------------
                                           Name:  W. J. Brown
                                           Title: Vice President




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