CREDIT AGREEMENT

Exhibit 10.1

Published CUSIP Number: [                      ]
Revolving Credit CUSIP Number: [                      ]

$450,000,000

CREDIT AGREEMENT

dated as of December 21, 2007

by and among

CORRECTIONS CORPORATION OF AMERICA,
as Borrower,

the Lenders referred to herein,

BANK OF AMERICA, N.A.,
as Administrative Agent, Swingline Lender and Issuing Lender

and

BANC OF AMERICA SECURITIES LLC,
as Sole Book Manager

BANC OF AMERICA SECURITIES LLC and WACHOVIA CAPITAL MARKETS, LLC
as Joint Lead Arrangers

WACHOVIA BANK, NATIONAL ASSOCIATION,
as Syndication Agent

and

JPMORGAN CHASE BANK, N.A., HSBC BANK USA and SUNTRUST BANK
as Co-Documentation Agents

TABLE OF CONTENTS

						Page
ARTICLE I DEFINITIONS							1
		SECTION 1.1		Definitions			1
		SECTION 1.2		Other Definitions and Provisions			29
		SECTION 1.3		Accounting Terms			30
		SECTION 1.4		UCC Terms			30
		SECTION 1.5		Rounding			30
		SECTION 1.6		References to Agreement and Laws			30
		SECTION 1.7		Times of Day			30
		SECTION 1.8		Letter of Credit Amounts			30
		SECTION 1.9		Consolidation of Variable Interest Entities			31
ARTICLE II REVOLVING CREDIT FACILITY							31
		SECTION 2.1		Revolving Credit Loans			31
		SECTION 2.2		Swingline Loans			31
		SECTION 2.3		Procedure for Advances of Revolving Credit Loans and Swingline Loans			33
		SECTION 2.4		Repayment and Prepayment of Revolving Credit and Swingline Loans			33
		SECTION 2.5		Permanent Reduction of the Revolving Credit Commitment			34
		SECTION 2.6		Termination of Revolving Credit Facility			35
		SECTION 2.7		Increase in Revolving Credit Facility			35
		SECTION 2.8		Incremental Term Loans			37
ARTICLE III LETTER OF CREDIT FACILITY							39
		SECTION 3.1		L/C Commitment			39
		SECTION 3.2		Procedure for Issuance of Letters of Credit			40
		SECTION 3.3		Commissions and Other Charges			40
		SECTION 3.4		L/C Participations			41
		SECTION 3.5		Reimbursement Obligation of the Borrower			42
		SECTION 3.6		Obligations Absolute			43
		SECTION 3.7		Effect of Letter of Credit Application			43
		SECTION 3.8		Appointment and Duties of Additional Issuing Lenders			43
ARTICLE IV GENERAL LOAN PROVISIONS							44

TABLE OF CONTENTS
(continued)

						Page
		SECTION 4.1		Interest			44
		SECTION 4.2		Notice and Manner of Conversion or Continuation of Loans			45
		SECTION 4.3		Fees			46
		SECTION 4.4		Manner of Payment			46
		SECTION 4.5		Evidence of Indebtedness			47
		SECTION 4.6		Adjustments			47
		SECTION 4.7		Nature of Obligations of Lenders Regarding Extensions of Credit; Assumption by the Administrative Agent			48
		SECTION 4.8		Changed Circumstances			49
		SECTION 4.9		Indemnity			49
		SECTION 4.10		Increased Costs			50
		SECTION 4.11		Taxes			51
		SECTION 4.12		Mitigation Obligations; Replacement of Lenders			53
		SECTION 4.13		Security			54
ARTICLE V CONDITIONS OF CLOSING AND BORROWING							55
		SECTION 5.1		Conditions to Closing and Initial Extensions of Credit			55
		SECTION 5.2		Conditions to All Extensions of Credit			58
ARTICLE VI REPRESENTATIONS AND WARRANTIES OF THE BORROWER							59
		SECTION 6.1		Representations and Warranties			59
		SECTION 6.2		Survival of Representations and Warranties, Etc			66
ARTICLE VII FINANCIAL INFORMATION AND NOTICES							66
		SECTION 7.1		Financial Statements and Projections			66
		SECTION 7.2		Officer’s Compliance Certificate			68
		SECTION 7.3		Accountants’ Certificate			68
		SECTION 7.4		Other Reports			68
		SECTION 7.5		Notice of Litigation and Other Matters			68
		SECTION 7.6		Accuracy of Information			69
		SECTION 7.7		Posting of Borrower Materials			69
ARTICLE VIII AFFIRMATIVE COVENANTS							70
		SECTION 8.1		Preservation of Corporate Existence and Related Matters			70

TABLE OF CONTENTS
(continued)

						Page
		SECTION 8.2		Maintenance of Property			70
		SECTION 8.3		Insurance			70
		SECTION 8.4		Accounting Methods and Financial Records			70
		SECTION 8.5		Payment and Performance of Obligations			71
		SECTION 8.6		Compliance With Laws and Approvals			71
		SECTION 8.7		Environmental Laws			71
		SECTION 8.8		Compliance with ERISA			71
		SECTION 8.9		Compliance With Agreements			72
		SECTION 8.10		Visits and Inspections			72
		SECTION 8.11		Additional Subsidiaries			72
		SECTION 8.12		Designation of Restricted and Unrestricted Subsidiaries			73
		SECTION 8.13		Use of Proceeds			74
		SECTION 8.14		Further Assurances			74
ARTICLE IX FINANCIAL COVENANTS							74
		SECTION 9.1		Consolidated Total Leverage Ratio			74
		SECTION 9.2		Consolidated Secured Leverage Ratio			75
		SECTION 9.3		Interest Coverage Ratio			75
ARTICLE X NEGATIVE COVENANTS							75
		SECTION 10.1		Limitations on Indebtedness			75
		SECTION 10.2		Limitations on Liens			77
		SECTION 10.3		Limitations on Mergers and Liquidation			79
		SECTION 10.4		Limitations on Asset Dispositions			79
		SECTION 10.5		Restricted Payments			82
		SECTION 10.6		Limitations on Exchange and Issuance of Disqualified Stock			86
		SECTION 10.7		Transactions with Affiliates			86
		SECTION 10.8		Certain Accounting Changes; Organizational Documents			87
		SECTION 10.9		Amendments; Payments and Prepayments of Material Indebtedness			87
		SECTION 10.10		Restrictive Agreements			87
		SECTION 10.11		Nature of Business			88

TABLE OF CONTENTS
(continued)

						Page
		SECTION 10.12		Impairment of Security Interests			88
		SECTION 10.13		Use of Proceeds			88
ARTICLE XI DEFAULT AND REMEDIES							88
		SECTION 11.1		Events of Default			88
		SECTION 11.2		Remedies			90
		SECTION 11.3		Rights and Remedies Cumulative; Non-Waiver; etc			91
		SECTION 11.4		Crediting of Payments and Proceeds			91
		SECTION 11.5		Administrative Agent May File Proofs of Claim			92
ARTICLE XII THE ADMINISTRATIVE AGENT							93
		SECTION 12.1		Appointment and Authority			93
		SECTION 12.2		Rights as a Lender			93
		SECTION 12.3		Exculpatory Provisions			93
		SECTION 12.4		Reliance by the Administrative Agent			94
		SECTION 12.5		Delegation of Duties			94
		SECTION 12.6		Resignation of Administrative Agent			95
		SECTION 12.7		Non-Reliance on Administrative Agent and Other Lenders			96
		SECTION 12.8		No Other Duties, etc			96
		SECTION 12.9		Collateral and Guaranty Matters			96
ARTICLE XIII MISCELLANEOUS							97
		SECTION 13.1		Notices			97
		SECTION 13.2		Amendments, Waivers and Consents			98
		SECTION 13.3		Expenses; Indemnity			100
		SECTION 13.4		Right of Set-off			102
		SECTION 13.5		Governing Law			102
		SECTION 13.6		Waiver of Jury Trial			103
		SECTION 13.7		Reversal of Payments			103
		SECTION 13.8		Injunctive Relief; Punitive Damages			103
		SECTION 13.9		Accounting Matters			104
		SECTION 13.10		Successors and Assigns; Participations			104
		SECTION 13.11		Confidentiality			108

TABLE OF CONTENTS
(continued)

						Page
		SECTION 13.12		Performance of Duties			109
		SECTION 13.13		All Powers Coupled with Interest			109
		SECTION 13.14		Survival of Indemnities			109
		SECTION 13.15		Titles and Captions			109
		SECTION 13.16		Severability of Provisions			109
		SECTION 13.17		Counterparts			109
		SECTION 13.18		Integration			109
		SECTION 13.19		Term of Agreement			110
		SECTION 13.20		Advice of Counsel, No Strict Construction			110
		SECTION 13.21		No Advisory or Fiduciary Responsibility			110
		SECTION 13.22		USA Patriot Act			111
		SECTION 13.23		Inconsistencies with Other Documents; Independent Effect of Covenants			111

EXHIBITS
Exhibit A-1		-		Form of Revolving Credit Note
Exhibit A-2		-		Form of Swingline Note
Exhibit B		-		Form of Notice of Borrowing
Exhibit C		-		Form of Notice of Account Designation
Exhibit D		-		Form of Notice of Prepayment
Exhibit E		-		Form of Notice of Conversion/Continuation
Exhibit F		-		Form of Officer’s Compliance Certificate
Exhibit G		-		Form of Assignment and Assumption
Exhibit H		-		Form of Subsidiary Guaranty Agreement
Exhibit I		-		Form of Collateral Agreement

SCHEDULES
Schedule 1.1(a)		-		Existing Letters of Credit
Schedule 1.1(b)		-		Existing Loans, Advances and Investments
Schedule 1.1(c)		-		Book Value of Designated Assets
Schedule 6.1(a)		-		Jurisdictions of Organization and Qualification
Schedule 6.1(b)		-		Subsidiaries and Capitalization
Schedule 6.1(i)		-		ERISA Plans
Schedule 6.1(1)		-		Material Indebtedness
Schedule 6.1(m)		-		Labor and Collective Bargaining Agreements
Schedule 6.1(u)		-		Litigation
Schedule 10.2		-		Existing Liens
Schedule 10.7		-		Transactions with Affiliates

     CREDIT AGREEMENT, dated as of December 21, 2007, by and among CORRECTIONS CORPORATION OF AMERICA, a Maryland corporation (the “ Borrower ”), the lenders who are or may become a party to this Agreement (collectively, the “ Lenders ”) and BANK OF AMERICA, N.A., a national banking association, as Administrative Agent for the Lenders.

STATEMENT OF PURPOSE

     The Borrower has requested, and the Lenders have agreed, to extend certain credit facilities to the Borrower on the terms and conditions of this Agreement.

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

ARTICLE I

DEFINITIONS

     SECTION 1.1 Definitions . The following terms when used in this Agreement shall have the meanings assigned to them below:

     “ Additional Issuing Lenders ” means up to two (2) Revolving Credit Lenders designated by the Borrower as additional issuers of Letters of Credit pursuant to Section 3.8 .

     “ Administrative Agent ” means Bank of America, in its capacity as Administrative Agent hereunder, and any successor thereto appointed pursuant to Section 12.6 .

     “ Administrative Agent’s Office ” means the office of the Administrative Agent specified in or determined in accordance with the provisions of Section 13.1(c) .

     “ Administrative Questionnaire ” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

     “ Affiliate ” means, with respect to any Person, any other Person (other than a Subsidiary of such Person) which directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such first Person or any of its Subsidiaries. As used in this definition, the term “control” means (a) the power to vote ten percent (10%) or more of the securities or other equity interests of a Person having ordinary voting power, or (b) the possession, directly or indirectly, of any other power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

     “ Agecroft ” means Agecroft Prison Management Limited, incorporated in England and Wales.

     “ Agecroft Note ” means the Subordinated Loan Agreement among Agecroft, the Borrower and Sodexho Alliance S.A., dated July 6, 1998, as amended, in the aggregate principal amount of £6,309,000.

     “ Agreement ” means this Credit Agreement, as amended, restated, supplemented or otherwise modified from time to time.

     “ Applicable Law ” means all applicable provisions of constitutions, laws, statutes, ordinances, rules, treaties, regulations, permits, licenses, approvals, interpretations and orders of courts or Governmental Authorities and all orders and decrees of all courts and arbitrators.

     “ Applicable Margin ” means the corresponding percentages per annum as set forth below based on the Consolidated Total Leverage Ratio:

Pricing				Commitment								Base
Level		Consolidated Total Leverage Ratio		Fee				LIBOR Rate +				Rate +
I		Greater than or equal to 4.50 to 1.00			0.300	%			1.500	%			0.500	%
II		Greater than or equal to 4.00 to 1.00, but less than 4.50 to 1.00			0.250	%			1.250	%			0.250	%
III		Greater than or equal to 3.50 to 1.00 but less than 4.00 to 1.00			0.200	%			1.000	%			0.000	%
IV		Less than 3.50 to 1.00			0.150	%			0.750	%			0.000	%

The Applicable Margin shall be determined and adjusted quarterly on the date (each a “ Calculation Date ”) ten (10) Business Days after receipt by the Administrative Agent of the Officer’s Compliance Certificate pursuant to Section 7.2 for the most recently ended fiscal quarter of the Borrower; provided that (a) the Applicable Margin shall be based on Pricing Level IV until the first Calculation Date occurring after the Closing Date and, thereafter the Pricing Level shall be determined by reference to the Consolidated Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, and (b) if the Borrower fails to provide the Officer’s Compliance Certificate as required by Section 7.2 for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin from such Calculation Date shall be based on Pricing Level I until such time as an appropriate Officer’s Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Consolidated Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to all Extensions of Credit then existing or subsequently made or issued.

     “ Approved Fund ” means any Person (other than a natural Person), including, without limitation, any special purpose entity, that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business; provided , that such Approved Fund must be administered, managed or underwritten by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

     “ Arrangers ” means each of BAS and WCM, in their capacity as joint lead arrangers.

     “ Asset Disposition ” means the disposition of any or all of the assets (including, without limitation, the Capital Stock of a Subsidiary or any ownership interest in a joint venture) of any Credit Party or any Subsidiary thereof whether by sale, lease, transfer or otherwise. The term “Asset Disposition” shall not include any Equity Issuance.

     “ Asset Lien Value ” means, with respect to a Lien on assets of the Borrower and its Restricted Subsidiaries, the greater of (a) the fair market value of the asset(s) subject to such Lien based on recent appraisals delivered to and reasonably acceptable to the Administrative Agent and (b) the net book value of such asset(s), in each case determined at the time such Lien is created.

     “ Asset Swap ” means an exchange of assets other than cash, Cash Equivalents or Capital Stock of the Borrower or any Subsidiary by the Borrower or a Restricted Subsidiary of the Borrower for (a) one or more Permitted Businesses, (b) a controlling equity interest in any Person whose assets consist primarily of one or more Permitted Businesses and/or (c) one or more real estate properties.

     “ Assignee Group ” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

     “ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 13.10 ), and accepted by the Administrative Agent, in substantially the form of Exhibit G or any other form approved by the Administrative Agent.

     “ Attributable Indebtedness ” means, on any date, (a) in respect of any Capital Lease of any Person, the capitalized amount thereof that would appear as a liability on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease, the capitalized amount or principal amount of the remaining lease payments under the relevant lease that would appear as a liability on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capital Lease.

     “ Auction Rate Securities ” means any debt instruments with a long-term nominal maturity for which the interest rate is reset through a “dutch auction” process with interest on such Auction Rate Securities being paid at the end of each such auction period; provided, however, that such Auction Rate Securities shall have, at the time of purchase, one of the two highest rating categories obtainable from either Moody’s or S&P.

     “ Audited Financial Statements ” means the audited Consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal year ended December 31, 2006, and the related Consolidated statements of income or operations, stockholders’ equity and cash flows for such fiscal year of the Borrower and its Subsidiaries, including the notes thereto.

     “ Bank of America ” means Bank of America, N.A., a national banking association, and its successors.

     “ BAS ” means Banc of America Securities LLC, and its successors.

     “ Base Rate ” means, at any time, the higher of (a) the Prime Rate and (b) the sum of the Federal Funds Rate plus 1/2 of 1%; each change in the Base Rate shall take effect simultaneously with the corresponding change or changes in the Prime Rate or the Federal Funds Rate.

     “ Base Rate Loan ” means any Loan bearing interest at a rate based upon the Base Rate as provided in Section 4.1(a) .

     “ Borrower ” has the meaning assigned thereto in the introductory paragraph hereof

     “ Borrower Materials ” has the meaning assigned thereto in Section 7.7 .

     “ Business Day ” means (a) for all purposes other than as set forth in clause (b) below, any day (other than a Saturday, Sunday or legal holiday) on which banks in Chicago, Illinois and New York, New York, are open for the conduct of their commercial banking business, and (b) with respect to all notices and determinations in connection with, and payments of principal and interest on, any LIBOR Rate Loan, any day that is a Business Day described in clause (a) and that is also a day for trading by and between banks in Dollar deposits in the London interbank market.

     “ Calculation Date ” has the meaning assigned thereto in the definition of Applicable Margin.

     “ Capital Lease ” means any lease of any property by the Borrower or any of its Restricted Subsidiaries, as lessee, that should, in accordance with GAAP, be classified and accounted for as a capital lease on a Consolidated balance sheet of the Borrower and its Restricted Subsidiaries.

     “ Capital Stock ” (a) in the case of a corporation, capital stock, (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, (c) in the case of a partnership, partnership interests (whether general or limited), (d) in the case of a limited liability company, membership interests and (e) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

     “ Cash Equivalent ” means: (a) Dollars; (b) Government Securities having maturities of not more than one year from the date of acquisition; (c) readily marketable direct obligations issued by any state of the United States or any political subdivision thereof having one of the two highest rating categories obtainable from either Moody’s or S&P with maturities of twelve months or less from the date of acquisition; (d) Auction Rate Securities; (e) certificates of deposit and eurodollar time deposits with maturities of six months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case, with any Lender party to this Agreement or with any domestic commercial bank having capital and surplus in excess of $500,000,000 and a Thomson Bank Watch Rating of “B” or better; (f) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (b) and (c) above entered into with any financial institution meeting the qualifications specified in clause (e) above; (g) commercial paper having the highest rating obtainable from Moody’s or S&P and in each case maturing within one year after the date of acquisition; and (h) money market funds at least 90%

of the assets of which constitute Cash Equivalents of the kinds described in clauses (a) through (g) of this definition.

     “ Change in Control ” means an event or series of events by which (a) any person or group of persons (within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended), shall obtain ownership or control in one or more series of transactions of more than thirty percent (30%) of the outstanding common stock or thirty percent (30%) of the voting power of the Borrower entitled to vote in the election of members of the board of directors of the Borrower, (b) there shall have occurred under any indenture, contract or agreement evidencing any Material Indebtedness (including, without limitation, any Senior Unsecured Notes) any “change in control” or similar event (as set forth in the indenture, agreement or other evidence of such Indebtedness) obligating the Borrower to repurchase, redeem or repay all or any part of the Indebtedness or Capital Stock provided for therein or (c) a majority of the members of the board of directors of the Borrower cease to be Continuing Directors.

     “ Change in Law ” means the occurrence, after the date of this Agreement, of any of the following, as applicable: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority.

     “ Closing Date ” means the date of this Agreement or such later Business Day upon which each condition described in Section 5.1 shall be satisfied or waived in a manner acceptable to the Administrative Agent, in its sole discretion.

     “ Code ” means the Internal Revenue Code of 1986, and the rules and regulations thereunder, each as amended or modified from time to time.

     “ Collateral ” means the collateral security for the Obligations pledged or granted pursuant to the Security Documents.

     “ Collateral Agreement ” means the collateral agreement of even date herewith executed by the Credit Parties in favor of the Administrative Agent for the benefit of itself and the Lenders, substantially in the form of Exhibit I , as amended, restated, supplemented or otherwise modified from time to time.

     “ Consolidated ” means, when used with reference to financial statements or financial statement items of any Person, such statements or items on a consolidated basis in accordance with applicable principles of consolidation under GAAP.

     “ Consolidated EBITDA ” means, for any period, the Consolidated Net Income of the Borrower and its Restricted Subsidiaries for such period, plus (a) an amount equal to any extraordinary loss plus any net loss realized by the Borrower or any of its Restricted Subsidiaries in connection with an Asset Disposition, to the extent such losses were deducted in computing such Consolidated Net Income, plus (b) provision for taxes based on income or profits of the Borrower and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income, plus (c) Consolidated Interest Expense for such period, whether paid or accrued and whether or not capitalized, to the extent

that any such expense was deducted in computing such Consolidated Net Income, plus (d) depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of the Borrower and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income, minus (e) non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business, in each case, on a Consolidated basis and determined in accordance with GAAP. For purposes of this Agreement, Consolidated EBITDA shall be adjusted on a pro forma basis, in a manner reasonably acceptable to the Administrative Agent, to include, as of the first day of any applicable period, any Permitted Acquisitions (if accounted for as a merger or consolidation) and any Asset Dispositions (excluding any Asset Disposition for an aggregate consideration of $10,000,000 or less) closed during such period, including, without limitation, adjustments reflecting any non-recurring costs and any extraordinary expenses of any Permitted Acquisitions and any Asset Dispositions closed during such period calculated on a basis consistent with GAAP and Regulation S-X of the Securities Exchange Act of 1934, as amended, or as approved by the Administrative Agent.

     “ Consolidated Fixed Charge Coverage Ratio ” means, for any period, the ratio of Consolidated EBITDA for such period to the Consolidated Fixed Charges for such period. In the event that the Borrower or any of its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases or redeems any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems preferred stock subsequent to the commencement of the period for which the Consolidated Fixed Charge Coverage Ratio is being calculated and on or prior to the date as of which the calculation of the Consolidated Fixed Charge Coverage Ratio is made (the “ Consolidated Fixed Charges Calculation Date ”), then the Consolidated Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom, as if the same had occurred at the beginning of the applicable four-quarter reference period.

     In addition, for purposes of calculating the Consolidated Fixed Charge Coverage Ratio: (i) acquisitions that have been made by the Borrower 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 Consolidated Fixed Charges Calculation Date shall be given pro forma effect as if they had occurred on the first day of the four-quarter reference period, (ii) the Consolidated EBITDA attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Consolidated Fixed Charges Calculation Date, shall be excluded, and (iii) the Consolidated Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Consolidated Fixed Charges Calculation Date, shall be excluded, but only to the extent that the obligations giving rise to such Consolidated Fixed Charges will not be obligations of the Borrower or any of its Restricted Subsidiaries following the Consolidated Fixed Charges Calculation Date.

     For purposes of making the computations referred to above, the pro forma change in Consolidated EBITDA projected by the Borrower in good faith as a result of reasonably identifiable and factually supportable cost savings and costs, as the case may be, expected to be realized during the consecutive four-quarter period commencing after an acquisition or similar transaction (the “ Savings Period ”) will be included in such calculation for any reference period that includes any of the Savings Period; provided that any such pro forma change to such Consolidated EBITDA will be without duplication for cost savings and costs actually realized and already included in such Consolidated EBITDA. If since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Borrower or any Restricted Subsidiary since the beginning of such period) will have made any Investment, acquisition, disposition, merger or consolidation or discontinued operations that would have required adjustment pursuant to this definition, then the Consolidated Fixed Charge Coverage Ratio will be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger, consolidation or discontinued operation had occurred at the beginning of the applicable four-quarter period.

     “ Consolidated Fixed Charges ” means, for any period, the sum of the following determined on a Consolidated basis, without duplication, for the Borrower and its Restricted Subsidiaries in accordance with GAAP: (a) Consolidated Interest Expense, whether paid or accrued, excluding amortization of debt issuance costs and original issue discount and other non-cash interest payments, plus , (b) the consolidated interest that was capitalized during such period, plus , (c) any interest expense on Indebtedness of another Person that is a Guaranty Obligation of the Borrower or one of its Restricted Subsidiaries or secured by a Lien on assets of the Borrower or one of its Restricted Subsidiaries, whether or not such Guaranty Obligation or Lien is called upon, plus , (d) the product of (i) all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock, other than (1) dividends on Capital Stock payable in Capital Stock of the Borrower (other than Disqualified Stock) or (2) dividends to the Borrower or a Restricted Subsidiary of the Borrower, times (ii) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local effective cash tax rate of the Borrower, expressed as a decimal.

     “ Consolidated Interest Expense ” means, with respect to the Borrower and its Restricted Subsidiaries for any period, the interest expense (including, without limitation, interest expense attributable to Capital Leases and all net payment obligations pursuant to Hedging Agreements) of the Borrower and its Restricted Subsidiaries, all determined for such period on a Consolidated basis, without duplication, in accordance with GAAP.

     “ Consolidated Net Income ” means, with respect to the Borrower and its Restricted Subsidiaries, for any period, the aggregate of the Net Income of the Borrower and its Restricted Subsidiaries for such period, on a Consolidated basis, determined in accordance with GAAP; provided that: (a) the Net Income (but not loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or distributions paid in cash to the Borrower or a Restricted Subsidiary, (b) the Net Income of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its

charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders, (c) the cumulative effect of a change in accounting principles will be excluded, and (d) the Net Income or loss of any Unrestricted Subsidiary will be excluded, whether or not distributed to the Borrower or one of its Subsidiaries.

     “ Consolidated Secured Debt ” means as of any date of determination with respect to the Borrower and its Restricted Subsidiaries on a Consolidated basis without duplication, the sum of all Indebtedness of the Borrower and its Restricted Subs that is secured by a Lien on any asset or property of the Borrower or any of its Restricted Subsidiaries.

     “ Consolidated Secured Leverage Ratio ” means, as of any date of determination, the ratio of (a) Consolidated Secured Debt as of such date to (b) Consolidated EBITDA for the most recently ended period of four (4) consecutive fiscal quarters for which financial statements have been delivered pursuant to Section 7.1 ending on or immediately prior to such date.

     “ Consolidated Tangible Assets ” means the total assets, less goodwill and other intangibles, shown on the Borrower’s most recent Consolidated balance sheet, determined on a Consolidated basis in accordance with GAAP less all write-ups (other than write-ups in connection with acquisitions) subsequent to the Closing Date in the book value of any asset (except any such intangible assets) owned by the Borrower or any of its Restricted Subsidiaries.

     “ Consolidated Total Indebtedness ” means, as of any date of determination with respect to the Borrower and its Restricted Subsidiaries on a Consolidated basis without duplication, the sum of all Indebtedness of the Borrower and its Restricted Subsidiaries.

     “ Consolidated Total Leverage Ratio ” means, as of any date of determination, the ratio of (a) Consolidated Total Indebtedness on such date to (b) Consolidated EBITDA for the most recently ended period of four (4) consecutive fiscal quarters for which financial statements have been delivered pursuant to Section 7.1 ending on or immediately prior to such date.

     “ Continuing Directors ” means, as of any date of determination, any member of the board of directors of the Borrower who (i) was a member of such board of directors on the Closing Date or (ii) was nominated for election or elected to such board of directors with the approval of a majority of the Continuing Directors who were members of such board of directors at the time of such nomination or election.

     “ Credit Facility ” means, collectively, the Revolving Credit Facility, the Swingline Facility and the L/C Facility.

     “ Credit Parties ” means, collectively, the Borrower and the Subsidiary Guarantors.

     “ Default ” means any of the events specified in Section 11.1 that with the passage of time, the giving of notice or any other condition, would constitute an Event of Default.

     “ Defaulting Lender ” means any Lender that (a) has failed to fund any portion of the Revolving Credit Loans, participations in L/C Obligations or participations in Swingline Loans required to be funded by it hereunder within one Business Day of the date required to be funded

by it hereunder and such failure continues to exist, (b) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due and such failure continues to exist, unless such amount is the subject of a good faith dispute, or (c) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding.

     “ Designated Asset Contract ” means each of the following contracts pursuant to which the Borrower or any of its Restricted Subsidiaries has granted (a) an option to purchase a Designated Asset for the Designated Asset Value or (b) a right of reversion of all or a portion of the Borrower or a Restricted Subsidiary’s ownership in such Designated Assets, in each case as in effect on the date of this Agreement: (i) Standard Form Lease Agreement, East Mesa Detention Facility, dated October 30, 1997, between the County of San Diego and Corrections Corporation of America; (ii) Lease Agreement, dated April 30, 1996, between Huerfano County and Corrections Corporation of America; (iii) Request for Proposal Number 0467-019-955259 Issued on behalf of the Georgia Department of Corrections re: Bid of Private Prisons in Coffee and Wheeler Counties; (iv) Contract No. 467-019-955259-1, dated July 24, 1996, between the Georgia Department of Corrections and Corrections Corporation of America; (v) Contract No. 467-019-955259-2, dated July 24, 1996, between the Georgia Department of Corrections and Corrections Corporation of America; (vi) Agreement, dated October 6, 1998, between the Tallahatchie County Correctional Authority and Corrections Corporation of America, as amended by that certain Amendment No. 1 to Agreement dated May 18, 2000, between the Tallahatchie County Correctional Authority and Corrections Corporation of America; (vii) Contract for Facility Development — Design, Build, dated July 22, 1998, between the Montana Department of Corrections and Corrections Corporation of America; (viii) Contractual Agreement, dated July 1, 1997, between the State of Oklahoma Department of Corrections and Corrections Corporation of America; (ix) Correctional Services Contract, dated July 1, 1998, between the State of Oklahoma Department of Corrections and Corrections Corporation of America; (x) Lease Agreement, dated April 15, 1985, between the County of Shelby and Corrections Corporation of America; (xi) Contract, dated February 25, 1986, between the Tennessee Department of Finance and Administration and Corrections Corporation of America; (xii) Lease Agreement, dated January 1997, between the District of Columbia and Corrections Corporation of America; (xiii) Incarceration Agreement, dated October 23, 2002, between the State of Tennessee, Department of Correction and Hardeman County, Tennessee and the related Contract for the Lease of Whiteville Correctional Facility, dated October 9, 2002, between Hardeman County, Tennessee and Corrections Corporation of America; (xiv) Management Services Contract between Citrus County, Florida and Corrections Corporation of America, effective October 1, 2005, relating to construction of a 360-bed expansion to the Citrus County Detention Facility, Lecanto, Florida; and (xv) any contract entered into after the Closing Date under which the Borrower or any of its Restricted Subsidiaries has granted (a) an option to purchase a Designated Asset for the Designated Asset Value or (b) a right of reversion of all or a portion of its ownership in such Designated Asset; provided that such contract is entered into in the ordinary course of business, is consistent with past practices and is preceded by a resolution of the board of directors of the Borrower set forth in an officer’s certificate, in form and substance reasonably satisfactory to the Administrative Agent, certifying that such contract has been approved by a majority of the members of the board of directors of the Borrower and the option to purchase or right to reversion in such contract is on terms the board of directors of the Borrower has determined to be reasonable and in the best interest of the Borrower.

     “ Designated Asset Value ” means the aggregate consideration specified in a Designated Asset Contract to be received by the Borrower or a Restricted Subsidiary upon the exercise of an option to acquire a Designated Asset pursuant to the terms of a Designated Asset Contract.

     “ Designated Assets ” means those Prison Facilities owned by the Borrower or any of its Restricted Subsidiaries that are located in San Diego, California; Walensburg, Colorado; Lecanto, Florida; Nichols, Georgia; Alamo, Georgia; Tutweiler, Mississippi; Shelby, Montana; Cushing, Oklahoma; Holdenville, Oklahoma; Memphis, Tennessee; Whiteville, Tennessee; and Washington, D.C.; and other Prison Facilities acquired by the Borrower or a Restricted Subsidiary after the Closing Date, in each case so long as, and to the extent that, the Borrower or such Restricted Subsidiary has granted an option to purchase such Prison Facility (or provided for the reversion of the Borrower’s (or such Restricted Subsidiary’s) ownership interest in all or a portion of such Prison Facility) pursuant to a Designated Asset Contract. The book value of each of the Prison Facilities designated as Designated Assets as of December 31, 2006 is set forth on Schedule 1.1(c) .

     “ Designated Non-Cash Consideration ” means the fair market value of the total consideration received by the Borrower or any of its Restricted Subsidiaries in connection with an Asset Disposition that is so designated as Designated Non-Cash Consideration pursuant to an officer’s certificate of the Borrower, setting forth the basis of such valuation, executed by the Borrower’s principal executive officer or principal financial officer, less the amount of cash or Cash Equivalents received in connection with the Asset Disposition, in form reasonably satisfactory to the Administrative Agent; provided , however , that if the Designated Non-Cash Consideration is in the form of Indebtedness the total amount of such Designated Non-Cash Consideration outstanding at one time shall not exceed the greater of (a) $15,000,000 and (b) 2.50% of Consolidated Tangible Assets.

     “ Disputes ” means any dispute, claim or controversy arising out of, connected with or relating to this Agreement or any other Loan Document, between or among parties hereto and to the other Loan Documents.

     “ Disqualified Stock ” means any Capital Stock issued by any Credit Party that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, prior to the date that is six (6) months after the Revolving Credit Maturity Date. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the Borrower to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that the Borrower may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the provisions of this Agreement.

     “ Dollars” or “$ ” means, unless otherwise qualified, dollars in lawful currency of the United States.

     “ Domestic Subsidiary ” means any Subsidiary organized under the laws of any political subdivision of the United States.

     “ Eligible Assignee ” means any Person that satisfies all of the requirements to be an assignee under Section 13.10(b)(iii) , (iv) , (v) and (vi) (subject to such consents, if any, as may be required under Section 13.10(b)(iii) ).

     “ Employee Benefit Plan ” means (a) any employee benefit plan within the meaning of Section 3(3) of ERISA that is maintained for employees of any Credit Party or (b) any Pension Plan or Multiemployer Plan that has at any time within the preceding six (6) years been maintained for the employees of any Credit Party or any current or former ERISA Affiliate.

     “ Environmental Claims ” means any and all administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, accusations, allegations, notices of noncompliance or violation, investigations (other than internal reports prepared by any Person in the ordinary course of business and not in response to any third party action or request of any kind) or proceedings relating in any way to any actual or alleged violation of or liability under any Environmental Law or relating to any permit issued, or any approval given, under any such Environmental Law, including, without limitation, any and all claims by Governmental Authorities for enforcement, cleanup, removal, response, remedial or other actions or damages, contribution, indemnification cost recovery, compensation or injunctive relief resulting from Hazardous Materials or arising from alleged injury or threat of injury to human health or the environment.

     “ Environmental Laws ” means any and all federal, foreign, state, provincial and local laws, statutes, ordinances, codes, rules, standards and regulations, permits, licenses, approvals, interpretations and orders of courts or Governmental Authorities, relating to the protection of the environment, including, but not limited to, requirements pertaining to the manufacture, processing, distribution, use, treatment, storage, disposal, transportation, handling, reporting, licensing, permitting, investigation or remediation of Hazardous Materials.

     “ Equity Issuance ” means any issuance by the Borrower or any Restricted Subsidiary to any Person that is not a Credit Party of (a) shares of its Capital Stock, (b) any shares of its Capital Stock pursuant to the exercise of options or warrants or (c) any shares of its Capital Stock pursuant to the conversion of any debt securities to equity.

     “ ERISA ” means the Employee Retirement Income Security Act of 1974, and the rules and regulations thereunder, each as amended or modified from time to time.

     “ ERISA Affiliate ” means any Person who together with the Borrower or any Subsidiary of the Borrower is treated as a single employer within the meaning of Section 414(b), (c), (m) or (o) of the Code or Section 4001(b) of ERISA.

     “ Eurodollar Reserve Percentage ” means, for any day, the percentage (expressed as a decimal and rounded upwards, if necessary, to the next higher 1/100th of 1%) that is in effect for such day as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, without limitation, any

basic, supplemental or emergency reserves) in respect of eurocurrency liabilities or any similar category of liabilities for a member bank of the Federal Reserve System in New York City.

     “ Event of Default ” means any of the events specified in Section 11.1 ; provided that any requirement for passage of time, giving of notice, or any other condition, has been satisfied.

     “ Excess Proceeds ” has the meaning assigned thereto in Section 10.4(p) .

     “ Excluded Taxes ” means, with respect to the Administrative Agent, any Lender, any applicable Issuing Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise and excise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located, (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which the Borrower is located and (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 4.12(b) ), any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party hereto (or designates a new Lending Office) or is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 4.11(e) , except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 4.11(a) .

     “ Existing Credit Facility ” means that certain Credit Agreement dated as of February 3, 2006, by and among the Borrower, the lenders party thereto and Wachovia Bank, National Association, as administrative agent, as amended prior to the date hereof.

     “ Existing Letters of Credit ” means those letters of credit issued by Bank of America and Wachovia, existing prior to the Closing Date and identified on Schedule 1.1(a) .

     “ Extensions of Credit ” means, as to any Lender at any time, (a) an amount equal to the sum of (i) the aggregate principal amount of all Revolving Credit Loans made by such Lender then outstanding, (ii) such Lender’s Revolving Credit Commitment Percentage of the L/C Obligations then outstanding, (iii) such Lender’s Revolving Credit Commitment Percentage of the Swingline Loans then outstanding, or (b) the making of any Loan or participation in any Letter of Credit by such Lender, as the context requires.

     “ FDIC ” means the Federal Deposit Insurance Corporation, or any successor thereto.

     “ Federal Funds Rate ” means, the rate per annum (rounded upwards, if necessary, to the next higher 1/100th of 1%) representing the daily effective federal funds rate as quoted by the Administrative Agent and confirmed in Federal Reserve Board Statistical Release H.15 (519) or any successor or substitute publication selected by the Administrative Agent. If, for any reason, such rate is not available, then “ Federal Funds Rate ” shall mean a daily rate that is determined, in the opinion of the Administrative Agent, to be the rate at which federal funds are being offered

for sale in the national federal funds market at 9:00 a.m. Rates for weekends or holidays shall be the same as the rate for the most immediately preceding Business Day.

     “ Fee Letters ” means, collectively, (i) the letter agreement, dated November 27, 2007, among the Borrower, the Administrative Agent and BAS and (ii) the letter agreement, dated November 27, 2007, among the Borrower, the Administrative Agent, BAS and WCM.

     “ Fiscal Year ” means each fiscal year of the Borrower and its Subsidiaries ending on December 31.

     “ Foreign Lender ” means any Lender that is organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

     “ Foreign Subsidiary ” means any Subsidiary that is not a Domestic Subsidiary.

     “ GAAP ” means generally accepted accounting principles, as recognized by the American Institute of Certified Public Accountants and the Financial Accounting Standards Board, consistently applied and maintained on a consistent basis for the Borrower and its Subsidiaries throughout the period indicated and (subject to Section 13.9 ) consistent with the prior financial practice of the Borrower and its Subsidiaries.

     “ Governmental Approvals ” means all authorizations, consents, approvals, permits, licenses and exemptions of, registrations and filings with, and reports to, all Governmental Authorities.

     “ Governmental Authority ” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

     “ Government Securities ” means securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support of those securities).

     “ Guaranty Obligation ” means, with respect to the Borrower and its Restricted Subsidiaries, without duplication, any obligation, contingent or otherwise, of any such Person pursuant to which such Person has directly or indirectly guaranteed any Indebtedness of any other Person including, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of any such Person (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness (whether arising by virtue of partnership arrangements, by agreement to keep well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement condition or otherwise) or (b) entered into for the purpose of assuring in any other manner the obligee of such Indebtedness of the

payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided , that the term Guaranty Obligation shall not include endorsements for collection or deposit in the ordinary course of business; provided furthe r that the term Guaranty Obligations shall not include any Indebtedness of the Borrower under the Forward Delivery Deficits Agreement, dated as of September 25, 1997, by and between the Borrower and Wachovia Bank, National Association, as trustee, or under the Debt Service Deficits Agreement, dated as of January 1, 1997, by and between the Borrower and Hardeman County Correctional Facilities Corporation, or the Bond Reserve guaranty included in the Residential Services Agreement, dated as of April 14, 1999, by and between the Borrower and the City of Eden, Texas, each as in effect on the Closing Date, provided that and for so long as such Indebtedness is not required to be classified as debt of the Borrower or any Restricted Subsidiary pursuant to GAAP.

     “ Hazardous Materials ” means any substances or materials (a) that are or become defined as hazardous wastes, hazardous substances, pollutants, contaminants, or toxic substances under any Environmental Law, (b) that are toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise harmful to human health or the environment and are or become regulated by any Governmental Authority, (c) the presence of which requires investigation or remediation under any Environmental Law, (d) the discharge or emission or release of which requires a permit or license under any Environmental Law, (e) that are deemed to constitute a nuisance or a trespass that pose a health or safety hazard to Persons or neighboring properties under any Environmental Law, or (f) that contain asbestos, polychlorinated biphenyls, urea formaldehyde foam insulation, petroleum hydrocarbons, petroleum derived substances or waste, crude oil or nuclear fuel.

     “ Hedging Agreement ” means any agreement with respect to any Interest Rate Contract, forward rate agreement, commodity swap, forward foreign exchange agreement, currency swap agreement, cross-currency rate swap agreement, currency option agreement or other agreement or arrangement designed to alter the risks of any Person arising from fluctuations in interest rates, currency values or commodity prices, all as amended, restated, supplemented or otherwise modified from time to time.

     “ Hedging Obligations ” means all existing or future payment and other obligations owing by the Borrower under any Hedging Agreement (which such Hedging Agreement is permitted hereunder) with any Person that is a Lender or an Affiliate of a Lender at the time such Hedging Agreement is executed.

     “ Incremental Revolving Credit Commitment Effective Date ” means the date, which shall be a Business Day, on or before the Revolving Credit Maturity Date, but no earlier than thirty (30) days after the date of delivery of the applicable Incremental Revolving Credit Commitment Notification (unless a shorter period is agreed to by the affected Lenders), on which each of the applicable increases to the Revolving Credit Commitment shall become effective pursuant to Section 2.7 .

     “ Incremental Revolving Credit Commitment Notification ” has the meaning assigned thereto in Section 2.7 .

     “ Incremental Term Loan Agreement ” means each agreement executed pursuant to Section 2.8 by the Borrower and an existing Lender or a Person not theretofore a Lender, as applicable, and acknowledged by the Administrative Agent and each Subsidiary Guarantor, providing for an Incremental Term Loan hereunder, acknowledging that any Person not theretofore a Lender shall be a party hereto and have the rights and obligations of a Lender hereunder, and setting forth the Incremental Term Loan Commitment of such Lender.

     “ Incremental Term Loan Commitment ” means (a) as to any Lender, the obligation of such Lender to make Incremental Term Loans to or for the account of the Borrower hereunder in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name on the Register, as such amount may be increased, reduced or otherwise modified at any time or from time to time pursuant to the terms hereof and (b) as to all Lenders, the aggregate obligations of all Lenders to make the Incremental Term Loans, as applicable to the account of the Borrower, as such amount may be increased, reduced or otherwise modified at any time or from time to time. The Incremental Term Loan Commitment of all Lenders as of the Closing Date shall be $0.

     “ Incremental Term Loan Effective Date ” means the date, which shall be a Business Day, on or before the Revolving Credit Maturity Date, but no earlier than thirty (30) days after the date of delivery of the applicable Incremental Term Loan Notification (unless a shorter period is agreed to by the affected Lenders), on which each of the Incremental Term Loan Lenders shall make Incremental Term Loans to the Borrower pursuant to Section 2.8 .

     “ Incremental Term Loan Lender ” has the meaning assigned thereto in Section 2.8 .

     “ Incremental Term Loan Notification ” has the meaning assigned thereto in Section 2.8(a) .

     “ Incremental Term Loans ” means any incremental term loans made to the Borrower pursuant to Section 2.8 , and all such incremental term loans collectively as the context requires.

     “ Indebtedness ” means, with respect to the Borrower and its Restricted Subsidiaries at any date and without duplication, the sum of the following calculated in accordance with GAAP:

     (a) all liabilities, obligations and indebtedness for borrowed money including, but not limited to, obligations evidenced by bonds, debentures, notes or other similar instruments of any such Person;

     (b) all obligations to pay the deferred purchase price of property or services of any such Person (including, without limitation, all obligations under non-competition, earn-out or similar agreements), excluding trade payables arising in the ordinary course of business;

     (c) the Attributable Indebtedness of such Person with respect to such Person’s obligations in respect of Capital Leases and Synthetic Leases;

     (d) all Indebtedness of any other Person secured by a Lien on any asset owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such

Person or is limited in recourse (but excluding any such Indebtedness arising as a result of a Lien on the Capital Stock of Agecroft);

     (e) all Guaranty Obligations of any such Person;

     (f) all obligations, contingent or otherwise, of any such Person relative to the face amount of letters of credit, whether or not drawn, including, without limitation, any Reimbursement Obligation, and banker’s acceptances issued for the account of any such Person;

     (g) all obligations of any such Person to redeem, repurchase, exchange, defease or otherwise make payments in respect of Capital Stock of such Person; and

     (h) all Net Hedging Obligations.

     For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person.

     “ Indemnified Taxes ” means Taxes and Other Taxes other than Excluded Taxes.

     “ Information ” has the meaning assigned thereto in Section 13.11 .

     “ Interest Period ” has the meaning assigned thereto in Section 4.1(b) .

     “ Interest Rate Contract ” means any interest rate swap agreement, interest rate cap agreement, interest rate floor agreement, interest rate collar agreement, interest rate option or any other agreement regarding the hedging of interest rate risk exposure of any Person and any confirming letter executed pursuant to such agreement, all as amended, restated, supplemented or otherwise modified from time to time.

     “ Investments ” means, with respect to any Person, without duplication, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including Guaranty Obligations or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Capital Stock or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP.

     “ ISP98 ” means the International Standby Practices (1998 Revision, effective January 1, 1999), International Chamber of Commerce Publication No. 590.

     “ Issuing Lender ” means (a) Bank of America, in its capacity as issuer of any Letters of Credit, or any successor thereto, (b) Wachovia, in its capacity as issuer of any Letters of Credit, or any successor thereto and (c) any Additional Issuing Lender, in its capacity as issuer of any Letters of Credit. If there is more than one Issuing Lender at any time, the term “Issuing Lender” shall be deemed to refer to each of them individually.

     “ L/C Commitment ” means the lesser of (a) One Hundred Million Dollars ($100,000,000) and (b) the Revolving Credit Commitment.

     “ L/C Facility ” means the letter of credit facility established pursuant to Article III .

     “ L/C Obligations ” means at any time, an amount equal to the sum of (a) the aggregate undrawn and unexpired amount of the then outstanding Letters of Credit and (b) the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 3.5 .

     “ L/C Participants ” means the collective reference to all the Lenders other than the applicable Issuing Lender.

     “ Lender ” means each Person executing this Agreement as a Lender (including, without limitation, the applicable Issuing Lender and the Swingline Lender unless the context otherwise requires) set forth on the signature pages hereto and each Person that hereafter becomes a party to this Agreement as a Lender pursuant to Section 2.7 , Section 2.8 or Section 13.10 .

     “ Lender Addition and Acknowledgment Agreement ” means each agreement executed pursuant to Section 2.7 by the Borrower and an existing Lender or a Person not theretofore a Lender, as applicable, and acknowledged by the Administrative Agent and each Subsidiary Guarantor, providing for an increase in the Revolving Credit Commitment hereunder, acknowledging that any Person not theretofore a Lender shall be a party hereto and have the rights and obligations of a Lender hereunder, and setting forth the Revolving Credit Commitment of such Lender.

     “ Lending Office ” means, with respect to any Lender, the office of such Lender maintaining such Lender’s Extensions of Credit.

     “ Letter of Credit Application ” means an application, in the form specified by the applicable Issuing Lender from time to time, requesting the applicable Issuing Lender to issue a Letter of Credit.

     “ Letters of Credit ” means the collective reference to letters of credit issued pursuant to Section 3.1 and the Existing Letters of Credit.

     “ LIBOR ” means, for any Interest Period, the rate per annum equal to the British Bankers Association LIBOR Rate (“ BBA LIBOR ”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period. If such rate is not available at such time for any reason, then “LIBOR” for such Interest Period shall be the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the LIBOR Rate Loans being made, continued or converted by Bank of America and with a term equivalent to such Interest Period would be offered by Bank of America’s London Branch to

major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period

     “ LIBOR Rate ” means a rate per annum (rounded upwards, if necessary, to the next higher 1/100th of 1%) determined by the Administrative Agent pursuant to the following formula: