EXHIBIT 4.1
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CORRECTIONS CORPORATION OF AMERICA
(FORMERLY KNOWN AS PRISON REALTY TRUST, INC.),
AS ISSUER,
AND
STATE STREET BANK AND TRUST COMPANY,
AS TRUSTEE
SECOND SUPPLEMENTAL INDENTURE
DATED AS OF April 24, 2002
Supplementing the Indenture, dated as of June 10, 1999,
between Prison Realty Trust, Inc., as Issuer, and
State Street Bank and Trust Company, as Trustee,
as amended and supplemented by the First Supplemental Indenture,
dated as of June 11, 1999, between Prison Realty Trust, Inc., as Issuer,
and State Street Bank and Trust Company, as Trustee, relating to the
12% Senior Notes due 2006 of Prison Realty Trust, Inc.
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SECOND SUPPLEMENTAL INDENTURE
This SECOND SUPPLEMENTAL INDENTURE, dated as of April 24, 2002 (this
"Second Supplemental Indenture"), to the INDENTURE, dated as of June 10, 1999,
between Corrections Corporation of America, a Maryland corporation formerly
known as Prison Realty Trust, Inc. (the "Company"), and State Street Bank and
Trust Company, as trustee (the "Trustee") (the "Original Indenture"), as amended
and supplemented by that certain FIRST SUPPLEMENTAL INDENTURE, dated as of June
11, 1999, between the Company and Trustee (the "First Supplemental Indenture"
and, together with the Original Indenture, the "Existing Indenture"), is by and
between the Company and Trustee.
WITNESSETH:
WHEREAS, the Company has previously executed and delivered to the
Trustee the Original Indenture, as amended and supplemented by the First
Supplemental Indenture, providing for, among other things, the creation and
issuance by the Company of its 12% Senior Notes due 2006, of which a principal
amount of One Hundred Million Dollars ($100,000,000.00) is currently issued and
outstanding (the "Securities");
WHEREAS, Section 8.02 of the First Supplemental Indenture provides that
the Company and the Trustee may amend or supplement the Original Indenture, as
amended and supplemented by the First Supplemental Indenture, and the Securities
issued pursuant thereto with the written consent of the Holders (as defined in
the First Supplemental Indenture) of not less than a majority in principal
amount of the outstanding Securities, subject to certain exceptions specified in
Section 8.02 of the First Supplemental Indenture;
WHEREAS, Section 8.02 of the First Supplemental Indenture also provides
that Section 11.02 of the Original Indenture regarding amending or eliminating
any of the provisions of the Original Indenture shall not apply to the
Securities;
WHEREAS, the Company is offering to purchase for cash, on the terms and
subject to the conditions set forth in the Offer to Purchase and Consent
Solicitation Statement dated April 19, 2002 (as it may be amended or
supplemented from time to time, the "Purchase Offer"), and the related Letter of
Transmittal and Consent (as it may be amended or supplemented from time to time,
the "Letter of Transmittal and Consent" and, together with the Purchase Offer,
the "Company Tender Offer") all of the outstanding Securities;
WHEREAS, the holders of a majority in principal amount of the
currently outstanding Securities have delivered their consent to the amendments
to the Existing Indenture on the terms set forth in this Second Supplemental
Indenture; and
WHEREAS, all other conditions and requirements necessary to make this
Second 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 Securities, as follows:
1. DEFINITIONS. For all purposes of the Existing Indenture and this
Second 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 Second 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 Second
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 AND ARTICLE 1 OF THE FIRST SUPPLEMENTAL INDENTURE.
From and as of the Operational Time (as defined herein), any defined terms
appearing in Article I of the Original Indenture or in Article 1 of the First
Supplemental Indenture or elsewhere in the Original Indenture or First
Supplemental Indenture, and all references thereto, that are used solely in the
sections, subsections or provisions of the Original Indenture or First
Supplemental Indenture deleted from the Original Indenture or First Supplemental
Indenture by virtue of Sections 3, 4 and 5 of this Second Supplemental Indenture
shall be deleted in their entireties from Section 1.01 of the Original Indenture
and Sections 1.01 and 1.02 of the First Supplemental Indenture.
3. AMENDMENT OF CERTAIN PROVISIONS OF ARTICLES X AND XII AND OTHER
RELATED PROVISIONS OF THE ORIGINAL INDENTURE. From and as of the Operational
Time, Article X of the Original Indenture shall be amended by deleting Sections
10.01 and 10.02 in their entireties, together with any references thereto in the
Original Indenture and in the First Supplemental Indenture. From and as of the
Operational Time, Article XII of the Original Indenture shall be amended by
deleting Sections 12.02, 12.03, 12.04, 12.05, 12.06 and 12.07 in their
entireties, together with any references thereto in the Original Indenture and
in the First Supplemental Indenture. From and as of the Operational Time, any
additional provisions of the Original Indenture shall be deemed amended to
reflect the intentions of the amendments provided for in this Section 3 and
elsewhere herein.
4. AMENDMENT OF CERTAIN PROVISIONS OF ARTICLES 2, 3, 4 AND 5 AND
OTHER RELATED PROVISIONS OF THE FIRST SUPPLEMENTAL INDENTURE.
(a) Amendment of Section 2.03 of First Supplemental Indenture. From
and as of the Operational Time, Section 2.03 of the First Supplemental Indenture
shall be amended by deleting such section in its entirety, together with any
references thereto in the First Supplemental Indenture.
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(b) Amendment of Article 3 of First Supplemental Indenture. From and
as of the Operational Time, Article 3 of the First Supplemental Indenture shall
be amended by deleting Sections 3.01, 3.02, 3.03, 3.04, 3.05, 3.06, 3.07, 3.08,
3.09, 3.10, 3.11, 3.12, 3.13, 3.14 and 3.15 in their entireties, together with
any references thereto in the First Supplemental Indenture.
(c) Amendment of Section 4.01 of First Supplemental Indenture. From
and as of the Operational Time, Article 4 of the First Supplemental Indenture
shall be amended by deleting Section 4.01 of the First Supplemental Indenture in
its entirety, together with any references thereto in the First Supplemental
Indenture.
(d) Amendment of Article 5 of First Supplemental Indenture. From and
as of the Operational Time, Article 5 of the First Supplemental Indenture shall
be amended by deleting Sections 5.01(c), (d), (e), (f), (g), (h) and (i) and
Section 5.03 in their entireties, together with any references thereto in the
First Supplemental Indenture.
(e) Amendment of Additional Provisions of First Supplemental
Indenture. From and as of the Operational Time, any and all additional
provisions of the First Supplemental Indenture shall be deemed amended to
reflect the intentions of the amendments provided for in this Section 4 and
elsewhere herein.
5. EFFECT OF SECOND SUPPLEMENTAL INDENTURE; OPERATION OF
AMENDMENTS.
(a) Effect of Second Supplemental Indenture. In accordance with
Section 8.03 of the First Supplemental Indenture, upon the execution of this
Second Supplemental Indenture, the Existing Indenture shall be modified in
accordance herewith, and this Second Supplemental Indenture shall form a part of
the Existing Indenture for all purposes; and every Holder of the Securities
heretofore authenticated and delivered under the Existing Indenture shall be
bound hereby. Except as modified by this Second Supplemental Indenture, the
Existing Indenture and the Securities, and the rights of the Holders of the
Securities thereunder, shall remain unchanged and in full force and effect.
(b) Operation of Amendments. The provisions of this Second
Supplemental Indenture shall not become operative until the date and time (such
date and time, the "Operational Time") the Company notifies (in writing) State
Street Bank and Trust Company, as depositary for the Securities under the
Company Tender Offer (the "Depositary"), that the Company has purchased
Securities tendered and not withdrawn pursuant to the Company Tender Offer. In
the event the Company notifies (in writing) the Depositary that it has withdrawn
or terminated the Company Tender Offer prior to the Operational Time, this
Second Supplemental Indenture shall be terminated and be of no force or effect
and the Existing Indenture shall not be modified hereby. The Company shall
promptly notify the Trustee in writing of any notice it gives to the Depositary.
6. MATTERS CONCERNING THE TRUSTEE. The Trustee accepts the trusts
of the Existing Indenture, as amended and supplemented by this Second
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 Second Supplemental Indenture, to which the parties hereto
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and the Holders from time to time of the Securities agree and, except as
expressly set forth in the Existing Indenture, as amended and supplemented by
this Second 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 Second
Supplemental Indenture or any consents thereto.
7. 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.
8. MISCELLANEOUS.
(a) Binding Effect. All agreements of the Company in this Second
Supplemental Indenture shall be binding upon the Company's successors. All
agreements of the Trustee in this Second Supplemental Indenture shall be binding
upon its successors.
(b) Governing Law. This Second 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.
(c) Conflict with Trust Indenture Act of 1939. If and to the extent
that any provision of this Second 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 Second 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 Second 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 Second 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 Second Supplemental
Indenture shall form a part of Existing Indenture for all purposes, and every
holder of Securities heretofore or hereafter authenticated and delivered shall
be bound hereby.
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IN WITNESS WHEREOF, the Company and the Trustee have caused this
Second 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/ Xxxxxx X. Xxxxx, Xx.
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Name: Xxxxxx X. Xxxxx, Xx.
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Title: CFO
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Attest:
/s/ Xxxx Xxxxxxxxx
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STATE STREET BANK AND TRUST COMPANY,
AS TRUSTEE
By: /s/ Alison X. X. Xxxxxx
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Name: Alison X. X. Xxxxxx
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Title: Vice President
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Attest:
/s/ Xxxx Xxxx Seakas
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STATE OF Tennessee)
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COUNTY OF Davidson)
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On the 24th day of April 2002, before me personally came Xxxxxx X.
Xxxxx, Xx., to me known, who, being duly sworn, did depose and say that he is
the CFO of CORRECTIONS CORPORATION OF AMERICA one of the corporations described
in and which executed the foregoing instrument; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by the authority of
the Board of Directors of said corporation; and that he signed his name thereto
by like authority.
/s/ Xxxxxx X. Xxxxxxx
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Notary Public
My Commission Expires 11/27/04
STATE OF Massachusetts)
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COUNTY OF Suffolk)
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On the 24th day of April 2002, before me personally came Alison X. X.
Xxxxxx, to me known, who, being duly sworn, did depose and say that she is the
Vice President of STATE STREET BANK AND TRUST COMPANY, the banking corporation
and trust company described in and which executed the foregoing instrument; that
he knows the seal of said banking corporation and trust company; that the seal
affixed to said instrument is such banking corporation and trust company seal;
that it was so affixed by the authority of the Board of Directors of said
banking corporation and trust company; and that she signed his name thereto by
like authority.
/s/ Xxxxxxx Xxx Xxxxxx
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Notary Public
My Commission Expires April 16, 2004
6
IN WITNESS WHEREOF, the Company and the Guarantor have caused this
Second 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.
TRANSCOR AMERICA, LLC,
AS GUARANTOR
By: /s/ Xxxx Xxxxxxxxx
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Name: Xxxx Xxxxxxxxx
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Title: Vice President, Treasurer
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Attest:
/s/ Xxxx Xxx
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STATE OF Tennessee)
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COUNTY OF Davidson)
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On the 24th day of April 2002, before me personally came Xxxx Xxxxxxxxx,
to me known, who, being duly sworn, did depose and say that he is the VP and
Treasurer of TRANSCOR AMERICA, LLC, one of the corporations described in and
which executed the foregoing instrument; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by the authority of
the Board of Directors of said corporation, and that he signed his name thereto
by like authority.
/s/ Xxxxxx X. Xxxxxxx
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Notary Public
My Commission Expires 11/27/04
8
IN WITNESS WHEREOF, the Company and the Guarantor have caused this
Second 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.
TECHNICAL AND BUSINESS INSTITUTE
OF AMERICA, INC.
AS GUARANTOR
By: /s/ Xxxxxx X. Xxxxx, Xx.
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Name: Xxxxxx X. Xxxxx, Xx.
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Title: CFO
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Attest:
/s/ Xxxx Xxxxxxxxx
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STATE OF Tennessee)
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COUNTY OF Davidson)
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On the 24th day of April 2002, before me personally came Xxxxxx X.
Xxxxx, Xx., to me known, who, being duly sworn, did depose and say that he is
the CFO of TECHNICAL AND BUSINESS INSTITUTE OF AMERICA, INC., one of the
corporations described in and which executed the foregoing instrument; that the
seal affixed to said instrument is such corporate seal; that it was so affixed
by the authority of the Board of Directors of said corporation, and that he
signed his name thereto by like authority.
/s/ Xxxxxx X. Xxxxxxx
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Notary Public
My Commission Expires 11/27/04
10
IN WITNESS WHEREOF, the Company and the Guarantor have caused this
Second 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.
CCA INTERNATIONAL, INC.
AS GUARANTOR
By: /s/ Xxxxxx X. Xxxxx, Xx.
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Name: Xxxxxx X. Xxxxx, Xx.
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Title: CFO
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Attest:
/s/ Xxxx Xxxxxxxxx
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STATE OF Tennessee)
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COUNTY OF Davidson)
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On the 24th day of April 2002, before me personally came Xxxxxx X.
Xxxxx, Xx., to me known, who, being duly sworn, did depose and say that he is
the CFO of CCA INTERNATIONAL, INC., one of the corporations described in and
which executed the foregoing instrument; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by the authority of
the Board of Directors of said corporation, and that he signed his name thereto
by like authority.
/s/ Xxxxxx X. Xxxxxxx
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Notary Public
My Commission Expires 11/27/04
12
IN WITNESS WHEREOF, the Company and the Guarantor have caused this
Second 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.
CCA OF TENNESSEE, INC.
AS GUARANTOR
By: /s/ Xxxxxx X. Xxxxx, Xx.
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Name: Xxxxxx X. Xxxxx, Xx.
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Title: CFO
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Attest:
/s/ Xxxx Xxxxxxxxx
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STATE OF Tennessee)
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COUNTY OF Davidson)
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On the 24th day of April 2002, before me personally came Xxxxxx X.
Xxxxx, Xx., to me known, who, being duly sworn, did depose and say that he is
the CFO of CCA OF TENNESSEE, INC., one of the corporations described in and
which executed the foregoing instrument; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by the authority of
the Board of Directors of said corporation, and that he signed his name thereto
by like authority.
/s/ Xxxxxx X. Xxxxxxx
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Notary Public
My Commission Expires 11/27/04
14
IN WITNESS WHEREOF, the Company and the Guarantor have caused this
Second 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.
PRISON REALTY MANAGEMENT, INC.,
AS GUARANTOR
By: /s/ Xxxxxx X. Xxxxx, Xx.
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Name: Xxxxxx X. Xxxxx, Xx.
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Title: CFO
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Attest:
/s/ Xxxx Xxxxxxxxx
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STATE OF Tennessee)
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COUNTY OF Davidson)
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On the 24th day of April 2002, before me personally came Xxxxxx X.
Xxxxx, Xx., to me known, who, being duly sworn, did depose and say that he is
the CFO of PRISON REALTY MANAGEMENT, INC., one of the corporations described in
and which executed the foregoing instrument; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by the authority of
the Board of Directors of said corporation, and that he signed his name thereto
by like authority.
/s/ Xxxxxx X. Xxxxxxx
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Notary Public
My Commission Expires 11/27/04
16
