FOURTH SUPPLEMENTAL
INDENTURE
FOURTH
SUPPLEMENTAL INDENTURE (“Fourth Supplemental
Indenture”), dated as of May 2, 2009, among Corrections
Corporation of America, a Maryland corporation (the
“Company”), the Guarantors identified on the signature
pages hereto (the “Guarantors”) and U.S. Bank National
Association, as trustee (the “Trustee”).
WHEREAS, the
Company, the Guarantors and the Trustee have entered into an
Indenture, dated as of May 7, 2003 (the “Base
Indenture”), and a Supplemental Indenture thereto, dated as
of May 7, 2003 (the “Supplemental Indenture” and,
together with the Base Indenture and as amended by the First
Supplement, dated as of August 8, 2003, to the Supplemental
Indenture and the Second Supplement, dated as of August 8,
2003, to the Supplemental Indenture, by the Second Supplemental
Indenture dated as of December 31, 2004, and a Third
Supplemental Indenture dated as of May 14, 2009, the
“Original Indenture”), governing the Company’s 7
1/2% Senior Notes due 2011 (the “Notes”);
WHEREAS, under
Section 9.02 of the Original Indenture, the Company, the
Guarantors and the Trustee may amend the Original Indenture with
the consent of the Holders of at least a majority in principal
amount of Notes then outstanding voting as a single class pursuant
to the terms set forth therein; and
WHEREAS, Holders
of a majority in principal amount of Notes outstanding voting as a
single class have consented to the amendments set forth herein in
connection with the tender offer and consent solicitation of the
Company commencing on May 19, 2009, with respect to the Notes
(the “Tender Offer”); and
WHEREAS, the
Company and the Guarantors desire to enter into this Fourth
Supplemental Indenture on the date set forth above for the purpose
of making the amendments set forth herein, which amendments will
become operative as set forth in Section 4 herein;
WHEREAS, all other
conditions and requirements necessary to make this Fourth
Supplemental Indenture a valid, binding and legal instrument
enforceable in accordance with its terms have been performed and
fulfilled by the parties hereto, and the execution and delivery
thereof have been in all respects duly authorized by the parties
hereto.
NOW, THEREFORE,
for and in consideration of the foregoing premises, it is mutually
covenanted and agreed, for the equal and proportionate benefit of
all Holders of the Notes, as follows:
1. DEFINITIONS. For all purposes of the Original
Indenture and this Fourth Supplemental Indenture, except as
otherwise expressly provided or unless the context otherwise
requires:
(a)
References. The terms “herein,”
“hereof” and other words of similar import refer to the
Original Indenture and this Fourth Supplemental Indenture as a
whole and not to any particular article, section or other
subdivision; and
(b) Capitalized
Terms. All capitalized terms used in this Fourth Supplemental
Indenture but not defined herein shall have the meanings assigned
to such terms in the Original Indenture.
2. ELIMINATION AND AMENDMENT OF CERTAIN DEFINED TERMS IN
ARTICLE I OF THE ORIGINAL INDENTURE. From and as of the
Operational Time (as defined in Section 4(b) of this Fourth
Supplemental Indenture), any defined terms appearing in
Article I of the Original Indenture or elsewhere in the
Original Indenture, and all references thereto, that are used
solely in the sections, subsections or provisions of the Original
Indenture deleted from the Original Indenture by virtue of
Section 3 of this Fourth Supplemental Indenture shall be
deleted in their entireties from Section 1.01 of the Original
Indenture.
3. AMENDMENT OF CERTAIN PROVISIONS OF ARTICLES 3, 4, 5 AND
6 AND OTHER RELATED PROVISIONS OF THE ORIGINAL
INDENTURE.
(a) Amendment
of Section 3.09 of the Original Indenture. From and as of
the Operational Time (as defined in Section 4(b) of this Fourth
Supplemental Indenture), Section 3.09 of the Original Indenture
shall be amended by deleting such section in its entirety, together
with any references thereto in the Original Indenture.
(b) Amendment
of Article 4 of Original Indenture. From and as of the
Operational Time (as defined in Section 4(b) of this Fourth
Supplemental Indenture), Article 4 of the Original Indenture shall
be amended by deleting Sections 4.03, 4.04, 4.05, 4.06, 4.07,
4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.18 and 4.19 in
their entireties, together with any references thereto in the
Original Indenture.
(c) Amendment
of Section 5.01 of Original Indenture. From and as of the
Operational Time (as defined in Section 4(b) of this Fourth
Supplemental Indenture), Section 5.01 of the Original Indenture
shall be amended by
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