CORRECTIONS CORPORATION OF AMERICA 73/4% SENIOR NOTES DUE 2017 UNDERWRITING AGREEMENT May 19, 2009 BANC OF AMERICA SECURITIES LLC WACHOVIA CAPITAL MARKETS, LLCUnderwriting Agreement • May 20th, 2009 • Corrections Corp of America • Services-facilities support management services • New York
Introductory. Corrections Corporation of America, a Maryland corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of $465,000,000 in principal amount of its 73/4% Senior Notes due 2017 (the “Notes”), subject to the terms and conditions set forth in this Underwriting Agreement (this “Agreement”). J.P. Morgan Securities Inc. (“J.P. Morgan”), Banc of America Securities LLC and Wachovia Capital Markets, LLC have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes. The Notes will be guaranteed (collectively, the “Guarantees”) by each of the subsidiary guarantors named in Schedule B (the “Notes Guarantors”). The Notes and the Guarantees are collectively referred to herein as the “Securities.” The Securities are to be issued pursuant to the provisions of a base indenture dated as of January 23, 2006 (the “
FIRST SUPPLEMENTFirst Supplement • May 20th, 2009 • Corrections Corp of America • Services-facilities support management services
FIRST SUPPLEMENT (this “Supplement”), dated as of May 14, 2009, among CCA Health Services, LLC (the “Guaranteeing Subsidiary”), a subsidiary of Corrections Corporation of America (or its permitted successor), a Maryland corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National Association, as trustee under the indenture referred to below (the “Trustee”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • May 20th, 2009 • Corrections Corp of America • Services-facilities support management services • New York
FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of May 14, 2009, among CCA Health Services, LLC (the “Guaranteeing Subsidiary”), a subsidiary of Corrections Corporation of America (or its permitted successor), a Maryland corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National Association, as trustee under the indenture referred to below (the “Trustee”).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • May 20th, 2009 • Corrections Corp of America • Services-facilities support management services
This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) dated as of May 19, 2009, is made among CORRECTIONS CORPORATION OF AMERICA, a Maryland corporation (the “Borrower”), BANK OF AMERICA, N.A., in its capacity as administrative agent for the Lenders (as defined in the Credit Agreement described below) (in such capacity, the “Administrative Agent”), and each of the Lenders signatory hereto. Each capitalized term used and not otherwise defined in this Amendment has the definition specified in the Credit Agreement described below.
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • May 20th, 2009 • Corrections Corp of America • Services-facilities support management services • New York
THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), dated as of May 14, 2009, among CCA Health Services, LLC (the “Guaranteeing Subsidiary”), a subsidiary of Corrections Corporation of America (or its permitted successor), a Maryland corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National Association, as trustee under the indenture referred to below (the “Trustee”).
