SECOND SUPPLEMENTAL
INDENTURE
SECOND
SUPPLEMENTAL INDENTURE (this “Second Supplemental
Indenture”), dated as of December 31, 2004, among the
subsidiaries listed on Schedule I attached hereto (each
a “Guaranteeing Subsidiary”), all subsidiaries of
Corrections Corporation of America (or its permitted successor), a
Maryland corporation (the “Company”), the Company, the
other Guarantors (as defined in the Indenture referred to herein)
and U.S. Bank National Association, as trustee under the indenture
referred to below (the “Trustee”).
WHEREAS, the
Company has heretofore executed and delivered to the Trustee an
indenture dated as of May 7, 2003, as amended and supplemented
by the supplemental indenture dated as of May 7, 2003 and as
supplemented by the first supplement to the supplemental indenture
and the second supplement to the supplemental indenture, each dated
August 8, 2003 (the “Indenture”) providing for the
issuance of the Company’s 7 1/2% Senior Notes due 2011 (the
“Notes”);
WHEREAS, the
Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a
supplemental indenture pursuant to which the Guaranteeing
Subsidiary shall unconditionally guarantee all of the
Company’s Obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the “Note
Guarantee”); and
WHEREAS, pursuant
to Section 9.01 of the Indenture, the Trustee is authorized to
execute and deliver this Second Supplemental Indenture.
NOW THEREFORE, in
consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Subsidiary and the Trustee mutually covenant and agree
for the equal and ratable benefit of the Holders of the Notes as
follows:
1. CAPITALIZED TERMS . Capitalized terms used herein
without definition shall have the meanings assigned to them in the
Indenture.
2. AGREEMENT TO GUARANTEE . The Guaranteeing Subsidiary
hereby agrees as follows:
(a) Along with all
Guarantors named in the Indenture, to jointly and severally
Guarantee to each Holder of a Note authenticated and delivered by
the Trustee and to the Trustee and its successors and assigns, the
Notes or the obligations of the Company hereunder or thereunder,
that:
(i) the principal
of, and premium, if any, and interest on the Notes will be promptly
paid in full when due, whether at maturity, by acceleration,
redemption or otherwise, and interest on the overdue principal of
and interest on the Notes, if any, if lawful, and all other
obligations of the Company to the Holders or the Trustee hereunder
or thereunder will be promptly paid in full or performed, all in
accordance with the terms hereof and thereof; and
(ii) in case of
any extension of time of payment or renewal of any Notes or any of
such other obligations, that same will be promptly paid in full
when due or performed in accordance with the terms of the extension
or renewal, whether at stated
maturity, by
acceleration or otherwise. Failing payment when due of any amount
so guaranteed or any performance so guaranteed for whatever reason,
the Guarantors shall be jointly and severally obligated to pay the
same immediately.
(b) The
obligations hereunder shall be unconditional, irrespective of the
validity, regularity or enforceability of the Notes or the
Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any
provisions hereof or thereof, the recovery of any judgment against
the Company, any action to enforce the same or any other
circumstance which might otherwise constitute a legal or equitable
discharge or defense of a Guarantor.
(c) The following
is hereby waived: diligence, presentment, demand of payment, filing
of claims with a court in the event of insolvency or bankruptcy of
the Company, any right to require a proceeding first against the
Company, protest, notice and all demands whatsoever.
(d) This Note
Guarantee shall not be discharged except by complete performance of
the obligations contained in the Notes and the Indenture, and the
Guaranteeing Subsidiary accepts all obligations of a Guarantor
under the Indenture.
(e) If any Holder
or the Trustee is required by any court or otherwise to return to
the Company, the Guarantors, or any custodian, trustee, liquidator
or other similar official acting in relation to either the Company
or the Guarantors, any amount paid by either to the Trustee or such
Holder, this Note Guarantee, to the extent theretofore discharged,
shall be reinstated in full force and effect.
(f) The
Guaranteeing Subsidiary shall not be entitled to any right of
subrogation in relation to the Holders in respect of any
obligations guaranteed hereby until payment in full of all
obligations guaranteed hereby.
(g) As between the
Guarantors, on the one hand, and the Holders and the Trustee, on
the other hand, (x) the maturity of the obligations guaranteed
hereby may be accelerated as provided in Article 6 of the
Indenture for the purposes of this Note Guarantee, notwithstanding
any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed hereby, and
(y) in the event of any declaration of acceleration of such
obligations as provided in Article 6 of the Indenture, such
obligations (whether or not due a
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