EXHIBIT 4.3
CORRECTIONS CORPORATION OF AMERICA
AND EACH OF THE GUARANTORS NAMED HEREIN
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SECOND SUPPLEMENT
Dated as of August 8, 2003
To the Supplemental Indenture Dated as of May 7, 2003
7 1/2% SENIOR NOTES DUE 2011
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U. S. Bank National Association
Trustee
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SECOND SUPPLEMENT ("Second Supplement"), dated as of August 8,
2003, to the Supplemental Indenture, dated as of May 7, 2003, among Corrections
Corporation of America, a Maryland corporation (the "Company"), the Guarantors
(as defined in the Indenture referred to below) and U.S. Bank National
Association, as trustee (the "Trustee").
WITNESSETH
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, 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, the "Indenture"), governing the
Company's 7 1/2% Senior Notes due 2011 (the "Notes");
WHEREAS, Section 9.01 of the Indenture provides, among other things,
that the Company may provide for the issuance of Additional Notes in accordance
with the limitations set forth in the Indenture;
WHEREAS, the Company is issuing $200,000,000 of Additional Notes as
permitted by the Indenture;
NOW, THEREFORE, in consideration of the foregoing, the parties hereto,
for the benefit of each other and for the equal and proportionate benefit of all
Persons who are now or hereafter become Holders of Notes, hereby enter into this
Second Supplement and agree as follows:
SECTION 1. Definitions.
(a) Capitalized Terms. Capitalized terms used herein
without definition shall have the meanings assigned to them in the Indenture.
(b) For all purposes of this Second Supplement, except as
otherwise herein expressly provided or unless the context otherwise requires:
(i) the terms and expressions used herein shall have the same meanings as
corresponding terms and expressions used in the Indenture; and (ii) the words
"herein," "hereof" and "hereby" and other words of similar import used in this
Second Supplement refer to this Second Supplement as a whole and not to any
particular section hereof.
SECTION 2. Additional Notes. Pursuant to Section 9.01(7) of the
Indenture, the Company, the Guarantors and the Trustee hereby amend and
supplement the Indenture to provide for the issuance on August 8, 2003 of
Additional Notes in the aggregate principal amount of $200,000,000. The
definition of the term "Additional Notes " set forth in the Supplemental
Indenture is hereby supplemented by adding the following sentence at the end of
such definition: "On August 8, 2003, the Company issued $200,000,000 of
Additional Notes, as more particularly described in the Second Supplement
hereto, dated as of August 8, 2003."
SECTION 3. Ratification of Indenture; Second Supplement Part of
Indenture. Except as expressly amended hereby, the Indenture is in all respects
ratified and confirmed and all the terms, conditions and provisions thereof
shall remain in full force and effect. Upon the execution and delivery of this
Second Supplement by the Company, the Guarantors and the Trustee, this Second
Supplement shall form a part of the Indenture for all purposes, and the Company,
the Guarantors, the Trustee and every holder of Notes heretofore or hereafter
authenticated and delivered shall be bound hereby. Any and all references to the
Indenture, whether within the Indenture or in any notice, certificate or other
instrument
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or document, shall be deemed to include a reference to this Second Supplement
(whether or not made), unless the context shall otherwise require.
SECTION 4. GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN
AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES
WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT
THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY.
SECTION 5. Successors. All agreements of the Company and the
Guarantors in this Second Supplement shall bind their successors. All agreements
of the Trustee in this Second Supplement shall bind its successors.
SECTION 6. Severability. In case any provision in this Second
Supplement shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.
SECTION 7. Counterparts. The parties may sign any number of copies
of this Second Supplement. Each signed copy shall be an original, but all of
them together represent the same agreement.
SECTION 8. Effect of Headings. The Section headings herein are for
convenience only and shall not affect the construction hereof.
SECTION 9. The Trustee. The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity or sufficiency of this
Second Supplement or for or in respect of the recitals contained herein, all of
which recitals are made solely by the Company and the Guarantors.
SECTION 10. Entire Agreement. This Second Supplement, together with
the Indenture as amended hereby, the Notes and the Guarantees, contains the
entire agreement of the parties, and supersedes all other representations,
warranties, agreements and understandings between the parties, oral or
otherwise, with respect to the matters contained herein and therein.
SECTION 11. Benefits of Second Supplement. Nothing in this Second
Supplement, the Indenture, the Notes or the Guarantees, express or implied,
shall give to any Person, other than the parties hereto and thereto and their
successors hereunder and thereunder, and the Holders, any benefit of any legal
or equitable right, remedy or claim under the Indenture, this Second Supplement,
the Notes or the Guarantees.
[Signatures on following page]
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SIGNATURES
Dated as of August 8, 0000
XXXXXXXXXXX XXXXXXXXXXX XX XXXXXXX
By /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: Chief Executive Officer
GUARANTORS:
CCA OF TENNESSEE, INC.
PRISON REALTY MANAGEMENT, INC.
TECHNICAL AND BUSINESS INSTITUTE OF AMERICA,
INC.
CCA INTERNATIONAL, INC.
CCA PROPERTIES OF AMERICA, LLC
CCA PROPERTIES OF ARIZONA, LLC
CCA PROPERTIES OF TENNESSEE, LLC
By /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: Chief Executive Officer
CCA PROPERTIES OF TEXAS, L.P.
By /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: Chief Executive Officer, CCA
Properties of America, LLC, as General
Partner
TransCor America, LLC
By /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxxx
Title: Vice President, Treasurer
XXXXXX XXX XXXXXXX TRI-COUNTY EXTRADITION
INC.
By /s/ Xxxx X. Xxxxxxxxx
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Name: Xxxx X. Xxxxxxxxx
Title: Vice President, Treasurer
each as a Guarantor
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TRUSTEE:
U.S. BANK NATIONAL ASSOCIATION
By /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
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