EXHIBIT 4.3
SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
March 21, 2005, 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, formerly known as State Street
Bank and Trust Company, as trustee under the indenture referred to below (the
"Trustee").
W I T N E S S E T H:
WHEREAS, the Company, the Guarantors and the Trustee have heretofore
executed an Indenture, dated as of May 3, 2002 (the "Original Indenture"),
providing for the issuance by the Company of $250,000,000 aggregate principal
amount of its 9 7/8% Senior Notes due 2009 (the "Notes");
WHEREAS, the Original Indenture has heretofore been supplemented to add
additional Guarantors (the Original Indenture, as so supplemented, is
hereinafter referred to as the "Existing Indenture");
WHEREAS, under Section 9.02 of the Original Indenture, the Company, the
Guarantors and the Trustee may amend the Existing 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 March 8, 2005 with respect to the Notes (collectively, the "Tender
Offer"); and
WHEREAS, the Company, the Guarantors and the Company desire to enter
into this 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
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 Existing Indenture and this
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 Existing Indenture and this 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 Existing
Supplemental Indenture but not defined herein shall have the meanings assigned
to such terms in the Existing 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 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 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 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 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 Supplemental Indenture),
Section 5.01 of the Original Indenture shall be amended by
(i) Deleting "; and" at the end of clause (3) and
substituting "." therefor; and
(ii) Deleting clause (4) in its entirety.
(d) Amendment of Article 6 of the Original Indenture. From and as of
the Operational Time, Article 6 of the Original Indenture shall be amended by
deleting Sections 6.01 (3), (4), (5), (6), (7), (8) and (9) in their entireties,
together with any references thereto in the Original Indenture.
(e) Amendment of Additional Provisions of Existing Indenture. From and
as of the Operational Time, any and all additional provisions of the Existing
Indenture shall be deemed amended to reflect the intentions of the amendments
provided for in this Section 3 and elsewhere herein.
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4. EFFECT OF SUPPLEMENTAL INDENTURE; OPERATION OF AMENDMENTS.
(a) Effect of Supplemental Indenture. In accordance with Section 9.04
of the Existing Indenture, upon the execution of this Supplemental Indenture,
the Existing Indenture shall be modified in accordance herewith, and this
Supplemental Indenture shall form a part of the Existing Indenture for all
purposes; and every Holder of the Notes heretofore authenticated and delivered
under the Existing Indenture shall be bound hereby. Except as modified by this
Supplemental Indenture, the Existing Indenture and the Notes, and the rights of
the Holders of the Notes thereunder, shall remain unchanged and in full force
and effect.
(b) Operation of Amendments. The provisions of this Supplemental
Indenture shall not become operative until the date and time (such date and
time, the "Operational Time") the Company notifies (in writing) U.S. Bank
National Association, as depositary for the Notes under the Tender Offer (the
"Depositary"), that the Company has purchased Notes tendered and not withdrawn
pursuant to the Tender Offer. In the event the Company notifies (in writing) the
Depositary that it has withdrawn or terminated the Tender Offer prior to the
Operational Time, this Supplemental Indenture shall be terminated and be of no
force or effect and the Original Indenture shall not be modified hereby. The
Company shall promptly notify the Trustee in writing of any notice it gives to
the Depositary.
5. MATTERS CONCERNING THE TRUSTEE. The Trustee accepts the trusts of
the Existing Indenture, as amended and supplemented by this Supplemental
Indenture, and agrees to perform the same, but only upon the terms and
conditions set forth in the Existing Indenture, as amended and supplemented by
this Supplemental Indenture, to which the parties hereto and the Holders from
time to time of the Notes agree and, except as expressly set forth in the
Existing Indenture, as amended and supplemented by this Supplemental Indenture,
shall incur no liability or responsibility in respect thereof. Without limiting
the generality of the foregoing, the recitals contained herein shall be taken as
the statements of the Company, and the Trustee assumes no responsibility for
their correctness, and the Trustee makes no representation as to the validity or
sufficiency of this Supplemental Indenture or any consents thereto.
6. RATIFICATION AND CONFIRMATION OF THE EXISTING INDENTURE. Except as
expressly amended hereby, the Existing Indenture is in all respects ratified and
confirmed and all the terms, provisions and conditions thereof shall be and
remain in full force and effect.
7. MISCELLANEOUS.
(a) Binding Effect. All agreements of the Company in this Supplemental
Indenture shall be binding upon the Company's successors. All agreements of the
Trustee in this Supplemental Indenture shall be binding upon its successors.
(b) Governing Law. This Supplemental Indenture shall be deemed to be a
contract made under the laws of the State of New York and for all purposes shall
be governed by and construed in accordance with the laws of the State of New
York.
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(c) Conflict with Trust Indenture Act of 1939. If and to the extent
that any provision of this Supplemental Indenture limits, qualifies or conflicts
with the duties imposed by Sections 310-317 of the Trust Indenture Act of 1939,
as amended (the "Trust Indenture Act"), by operation of Section 318(c) of the
Trust Indenture Act, the imposed duties shall control.
(d) Headings for Convenience of Reference. The titles and headings of
the sections of this Supplemental Indenture have been inserted for convenience
of reference only, are not to be considered a part hereof and shall in no way
modify or restrict any of the terms or provisions hereof.
(e) Counterparts. This Supplemental Indenture may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original, but such counterparts shall constitute but one and the same agreement.
(f) Severability. In case any provision of this Supplemental Indenture
shall be determined to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions hereof or of the
Existing Indenture shall not in any way be affected or impaired thereby.
(g) Effect Upon Existing Indenture. This Supplemental Indenture shall
form a part of Existing Indenture for all purposes, and every holder of Notes
heretofore or hereafter authenticated and delivered shall be bound hereby.
(signature page follows)
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IN WITNESS WHEREOF, the Company and the Trustee have caused this
Supplemental Indenture to be duly executed by their respective officers
thereunto duly authorized and their respective corporate seals, duly attested,
to be hereunto affixed all as of the day and the year first above written.
CORRECTIONS CORPORATION OF AMERICA,
AS ISSUER
By: /s/ Xxxx X. Xxxxxxxx
-----------------------------------
Attest: Name: Xxxx X. Xxxxxxxx
Title: Chief Executive Officer and
President
/s/ G.A. Xxxxxxx IV
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GUARANTORS:
CCA INTERNATIONAL, INC.
CCA OF TENNESSEE, LLC
CCA PROPERTIES OF AMERICA, LLC
CCA PROPERTIES OF ARIZONA, LLC
CCA PROPERTIES OF TENNESSEE, LLC
CCA PROPERTIES OF TEXAS, L.P.
CCA WESTERN PROPERTIES, INC.
PRISON REALTY MANAGEMENT, INC.
TECHNICAL AND BUSINESS INSTITUTE OF
AMERICA, INC.
TRANSCOR AMERICA, LLC
By: /s/ Xxxx X. Xxxxxxxxx
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Name: Xxxx X. Xxxxxxxxx
Title: Vice President, Treasurer
U. S. BANK NATIONAL ASSOCIATION
By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
Title: Officer
