SEVENTH AMENDMENT AND LIMITED WAIVER TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF MARCH 8, 2005

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SEVENTH AMENDMENT AND LIMITED WAIVER TO THIRD AMENDED AND

RESTATED CREDIT AGREEMENT

DATED AS OF MARCH 8, 2005

This SEVENTH AMENDMENT AND LIMITED WAIVER TO THIRD AMENDED AND RESTATED

CREDIT AGREEMENT (together with all Exhibits, Schedules and Annexes hereto, this

"Amendment") is among CORRECTIONS CORPORATION OF AMERICA, a Maryland corporation

(the "Borrower"), the Lenders (as defined below) and LEHMAN COMMERCIAL PAPER

INC., as administrative agent for the Lenders (in such capacity, the

"Administrative Agent").

PRELIMINARY STATEMENTS:

A. The Borrower, the lenders party thereto (the "Lenders"), the

Administrative Agent, Lehman Brothers Inc., as lead arranger and sole

book-running manager, Deutsche Bank Securities Inc. and UBS Warburg LLC, as

co-syndication agents, and Societe Generale, as documentation agent, have

entered into a Third Amended and Restated Credit Agreement, dated as of May 3,

2002 (together with all Annexes, Exhibits and Schedules thereto and as amended,

modified or supplemented from time to time, the "Credit Agreement"; capitalized

terms used and not otherwise defined herein shall have the meanings ascribed to

such terms in the Credit Agreement; terms defined in Section 1 hereof are used

herein as defined therein); and

B. The Borrower desires to amend the Credit Agreement to permit the

incurrence of additional unsecured Indebtedness to be used for the purpose of

purchasing Senior Notes, prepaying a portion of the Tranche D Term Loans and

paying premiums, fees, costs and expenses incurred in connection therewith or

relating thereto, and the Required Lenders have agreed to amend the Credit

Agreement to permit the incurrence of such Indebtedness, the purchase of such

Senior Notes and certain related matters upon the terms and conditions set forth

herein.

NOW, THEREFORE, in consideration of the premises and for other good and

valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, the parties hereto agree as follows:

1. LIMITED WAIVER TO CREDIT AGREEMENT TO BE EFFECTIVE ON THE SEVENTH AMENDMENT

EFFECTIVE DATE. The Lenders hereby waive any noncompliance with the provisions

of Section 7.9(a) of the Credit Agreement (and any corresponding Default or

Event of Default) that may occur solely as a result of the Borrower's offer to

purchase the Senior Notes.

2. AMENDMENTS TO CREDIT AGREEMENT TO BE EFFECTIVE ON THE SEVENTH AMENDMENT

EFFECTIVE DATE.

(a) Section 1.1 of the Credit Agreement is hereby amended by inserting the

following definitions in the appropriate alphabetical position:

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"2005 Note Purchase Agreement": the Note Purchase Agreement, dated

[______], 2005, among the Borrower, certain Subsidiaries of the Borrower,

Lehman Brothers Inc. and the other initial purchasers of the 2005 Senior

Notes.(1)

"2005 Registration Rights Agreement": the Registration Rights

Agreement, dated [______], 2005, among the Borrower, certain Subsidiaries

of the Borrower, Lehman Brothers Inc. and the other initial purchasers of

the 2005 Senior Notes.

"2005 Senior Note Documentation": the 2005 Senior Note Indenture,

the 2005 Senior Note Purchase Agreement and the 2005 Registration Rights

Agreement, together with any other instruments and agreements entered into

by the Borrower or its Subsidiaries in connection therewith, as the same

may be amended, supplemented, replaced or otherwise modified from time to

time in accordance with this Agreement.

"2005 Senior Note Indenture": the Indenture, dated as of [_______],

2005, entered into by the Borrower, certain of its Subsidiaries and U.S.

Bank National Association, as Trustee, in connection with the issuance of

the 2005 Senior Notes, as the same may be amended, supplemented, replaced

or otherwise modified from time to time in accordance with this Agreement.

"2005 Senior Notes": the unsecured notes of the Borrower due 2013

issued from time to time pursuant to the 2005 Senior Note Indenture,

including the registered notes issued under the Indenture pursuant to the

2005 Registration Rights Agreement.

(b) The definition of "Material Debt Instruments" in Section 1.1 of the

Credit Agreement is hereby amended and restated in its entirety as follows:

"Material Debt Instruments": collectively, the Senior Notes

Indenture, the PMI Note Purchase Agreement, the MDP Note Purchase

Agreement, the Existing 12% Senior Note Indenture, the documentation

governing any Qualified Trust Indebtedness or Indebtedness incurred under

Sections 7.2(h) or (i), the 2Q 2003 Senior Note Documentation, the 3Q 2003

Senior Note Documentation and the 2005 Senior Note Documentation, as the

same may be amended, supplemented replaced as otherwise modified from time

to time in accordance with this Agreement.

(c) Section 7.2 of the Credit Agreement is hereby amended by (1) deleting

the word "and" at the end of paragraph (q), (2) deleting the period at the end

of paragraph (r) and inserting "; and" in lieu thereof and (3) inserting the

following new paragraph (s) at the end thereof:

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(1) Each of the parties hereto hereby agrees that on the Seventh Amendment

Effective Date the Administrative Agent may and shall complete the

definitions of "2005 Note Purchase Agreement," "2005 Registration Rights

Agreement," "2005 Senior Note Indenture" and "2005 Senior Notes," as

appropriate.

2

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(s) (i) Unsecured Indebtedness of the Borrower created under the

2005 Senior Note Indenture in respect of the 2005 Senior Notes in an

aggregate principal amount not to exceed $400,000,000; provided that (y)

the proceeds of such Indebtedness are used on or promptly following the

date of the issuance thereof to (A) purchase Senior Notes, (B) prepay the

Tranche D Term Loans in an amount greater than or equal to $50,000,000 and

(C) pay premiums, fees, costs and expenses incurred in connection with the

purchase of Senior Notes, the amendment of the Senior Note Indenture and

the issuance and sale of the 2005 Senior Notes and (z) no Default or Event

of Default exists and is continuing at the time of issuance thereof (both

before and after giving effect thereto), (ii) any Indebtedness refunding

or refinancing the 2005 Senior Notes; provided that (w) such Indebtedness

is in an aggregate principal amount not greater than the aggregate

principal amount of the Indebtedness being refunded or refinanced plus the

amount of any premiums, fees, costs and expenses incurred in connection

with such refunding or refinancing, (x) such Indebtedness has a later or

equal final maturity and longer or equal weighted average life to maturity

than the Indebtedness being refunded or refinanced, (y) the covenants,

events of default, subordination and other provisions of such Indebtedness

(including any guarantees thereof) shall be, in the aggregate, no less

favorable to the Lenders than those governing the Indebtedness being

refunded or refinanced and (z) no Default or Event of Default exists and

is continuing at the time of issuance thereof (both before and after

giving effect thereto) and (iii) Guarantee Obligations of any Subsidiary

Guarantor in respect of Indebtedness permitted under clauses (i) and (ii)

of this Section 7.2(s);

(d) Section 7.9(a) of the Credit Agreement is hereby amended by (1)

deleting the word "and" at the end of clause (i) thereof, (2) inserting the word

"and" immediately after the word "refinanced" at the end of clause (ii) thereof

and (3) inserting the following new clause