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                                                                   EXHIBIT 10.1


                      AMENDED AND RESTATED CREDIT AGREEMENT

         THIS AMENDMENT AND RESTATEMENT of the Credit Agreement referred to
below (this "Amended and Restated Credit Agreement"), is made and entered into
as of this 24th day of June, 1998 by and among CORRECTIONS CORPORATION OF
AMERICA, a corporation organized under the laws of Tennessee (the "Borrower"),
the Subsidiaries of the Borrower identified on the signature pages hereto
(collectively, the "Guarantors"), the Lenders (including certain of the Existing
Lenders, as defined below) who are or may become party to this Amended and
Restated Credit Agreement (the "Lenders"), FIRST UNION NATIONAL BANK, as the
administrative agent (the "Administrative Agent") for the Lenders, CANADIAN
IMPERIAL BANK OF COMMERCE, as documentation agent (the "Documentation Agent")
and NATIONSBANK, N.A., as syndication agent (the "Syndication Agent").

                              Statement of Purpose

         Pursuant to the Credit Agreement dated as of September 6, 1996 (as
amended by the Amendment and Waiver dated as of July 18, 1997, and as further
amended, restated or otherwise modified prior to the date hereof the "Credit
Agreement"), by and among the Borrower, the lenders party thereto (the "Existing
Lenders") and the Administrative Agent, the Existing Lenders have extended
certain credit facilities to the Borrower pursuant to the terms thereof.

         The Borrower has requested that the Lenders (including certain of the
Existing Lenders) enter into this Amended and Restated Credit Agreement for the
purpose of (a) increasing the Aggregate Commitment (as defined in the Credit
Agreement) from $170 million to $350 million and (b) further amending and
restating the Credit Agreement on the terms and conditions set forth more fully
below.

         Pursuant to the terms hereof, the Lenders have agreed to enter into
this Amended and Restated Credit Agreement.

         NOW THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties hereto agree as follows:

         SECTION 1. Definitions. All capitalized undefined terms used in this
Amended and Restated Credit Agreement shall have the meanings assigned thereto
in the Credit Agreement.

         SECTION 2.  Amendments to the Credit Agreement.

         (a) The preamble and recitals of the Credit Agreement are hereby
deleted in their entirety and replaced with the preamble and statement of
Purpose of this Amended and Restated Credit Agreement.

         (b) Section 1.1 of the Credit Agreement is hereby amended by deleting
the following definitions in their entirety and substituting the following in
lieu thereof:


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                  "Aggregate Commitment" means the aggregate amount of the
Lenders' Commitments hereunder, as such amount may be reduced or modified at any
time or from time to time pursuant to Section 2.6. On the Effective Date, the
Aggregate Commitment shall be Three Hundred and Fifty Million Dollars
($350,000,000).

                  "Agreement" means the Amended and Restated Credit Agreement.

                  "Amended and Restated Credit Agreement" means the Credit
Agreement as amended and restated on the Effective Date.

                  "L/C Commitment" means the lesser of (a) Two Hundred
Twenty-Five Million Dollars ($225,000,000) and (b) the Aggregate Commitment.

                  "L/C Obligations" means at any time, the Dollar Amount equal
to the sum of (a) the aggregate undrawn and unexpired amount of the then
outstanding Letters of Credit and (b) the aggregate amount of drawings under
Letters of Credit which have not then been reimbursed pursuant to Section 3.5.

                  "Letters of Credit" shall mean the collective reference to
Dollar Letters of Credit and Alternative Currency Letters of Credit or either
such Letters of Credit, as applicable.

                  "Issuing Lender" means, (a) with regard to any Dollar Letter
of Credit, First Union and (b) with regard to any Alternative Currency Letter of
Credit, the Administrative Agent's Correspondent, each in its capacity as issuer
of any such Dollar Letter of Credit, or Alternative Letter of Credit, as
applicable, or any successor thereto.

         (c) Section 1.1 of the Credit Agreement is hereby amended by inserting
the following definitions in correct alphabetical order:

                  "Administrative Agent's Correspondent" means First Union
National Bank, London Branch, or any other financial institution designated by
the Administrative Agent to act as its correspondent hereunder with respect to
the distribution and payment of Alternative Currency Letters of Credit.

                  "Agecroft Prison Transaction" means the collective reference
to the transactions set forth of Schedule 1.1(b) hereto, including, without
limitation, the formation and capitalization of Agecroft Properties, Inc.

                  "Agecroft Prison" means the correctional facility to be
constructed pursuant to the Agecroft Prison Transaction.

                  "Agecroft Prison Spin-off" means the planned sale of (i) all
of the issued and outstanding capital stock of Agecroft Properties, Inc. and
(ii) the note evidencing the loan by the Borrower to Agecroft Properties, Inc.
to CCA Prison Realty Trust upon the completion of the construction of Agecroft
Prison, as contemplated in the Agecroft Prison Transaction.



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                  "Agecroft Properties, Inc." means the Wholly-Owned Subsidiary
of the Borrower to be formed and capitalized pursuant to the Agecroft Prison
Transaction.

                  "Alternative Currency" means Pounds Sterling, and, with the
prior written consent of the Administrative Agent and the Required Lenders
(which consent shall be deemed given for the Letter of Credit issued to First
National Bank of Southern Africa by First Union National Bank (the "South Africa
L/C") on April 2, 1998 denominated in South Africa Rand in the Dollar Amount of
$1,787,400 as of the date of issuance), any other lawful currency (other than
Dollars) which is freely transferable and convertible into Dollars in the United
States currency market and freely available to all of the Lenders in the London
interbank deposit market.

                  "Alternative Currency L/C Commitment" means the lesser of (a)
One Hundred Twenty Five Million Dollars ($125,000,000) and (b) the L/C
Commitment.

                  "Alternative Currency Letters of Credit" shall have the
meaning assigned thereto in Section 3.1 and shall include the South Africa L/C.
Each of the parties hereto hereby agree that the South Africa L/C shall be
deemed to be an Alternative Currency Letter of Credit issued hereunder.

                  "Dollar Amount" shall mean (i) with regard to any Obligation
denominated in Dollars, the amount thereof and (ii) with regard to any
Obligation denominated in an Alternative Currency, the amount of Dollars which
is equivalent to the amount so expressed in an Alternative Currency at the most
favorable spot exchange rate determined by the Administrative Agent to be
available to it at the relevant time.

                  "Dollar Letters of Credit" shall have the meaning assigned
thereto in Section 3.1.

                  "Effective Date" shall have the meaning given thereto in the
Amended and Restated Credit Agreement dated as of June 24, 1998, by and among
the Borrower, the Lender, the Administrative Agent, the Documentation Agent and
the Syndication Agent.

                  "Notice of Account Designation" shall mean the most recent
notice substantially in the form of Exhibit J hereto (a "Notice of Account
Designation") delivered by the Borrower to the Administrative Agent.

         (d) Schedule 1.1 is hereby deleted in its entirety and Schedule 1.1
attached hereto shall be substituted in lieu thereof.

         (e) Section 1.3 is hereby amended by inserting the following as a new
clause (c) at the end of such Section 1.3:

                  "(c) Any reference or usage of the word "amount" herein as it
                  pertains to any Obligation denominated in an Alternative
                  Currency shall be deemed to be a reference or usage of the
                  term "Dollar Amount."



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         (f) Section 2.3(a) is hereby amended by deleting the number
"$2,500,000" in the twelfth line thereof and substituting the number
"$5,000,000" in lieu thereof.

         (g) Section 2.4(b) is hereby amended by (i) inserting "(i)" immediately
following the title of such Section 2.4(b), (ii) inserting the phrase "for any
reason, including without limitation currency fluctuations" immediately after
the phrase "exceeds the Aggregate Commitment" in line three thereof and (iii) by
inserting the following text at the end of Section 2.4(b):

                  "(ii) Excess Alternative Currency Letters of Credit. If at any
                  time and for any reason the outstanding principal Dollar
                  Amount of all outstanding Alternative Currency Letters of
                  Credit exceeds the lesser of (A) the L/C Commitment less the
                  sum of the outstanding principal amount of all L/C Obligations
                  and (B) the Alternative Currency L/C Commitment, then the
                  Borrower shall deposit an amount in Dollars equal to such
                  excess with the Administrative Agent to be held as cash
                  collateral in accordance with Section 11.2(b)."

         (h)      Section 2.4 is hereby amended by adding the following clause 
(e) at the end of such Section:

                  "(e) Mandatory Repayment of Proceeds of the Agecroft Prison
                  Spin-off. Within ten (10) Business Days after the consummation
                  of the Agecroft Prison Spin-off, the Borrower shall pay to the
                  Administrative Agent for the account of the Lenders, one
                  hundred percent (100%) of the Net Cash Proceeds received from
                  such transaction. Such repayment shall be applied to reduce
                  the outstanding principal amount of the Revolving Credit
                  Loans, and shall be accompanied by any amount required to be
                  paid pursuant to Section 4.9 hereof."

         (i)      Section 2.7 is amended by inserting the following text at the
end of such Section 2.7:

                  "Notwithstanding any of the foregoing to the contrary, the
                  Credit Facility shall automatically terminate, and all
                  Obligations shall become immediately due and payable, upon the
                  closing of the proposed merger of the Borrower with CCA Prison
                  Realty Trust or any of its Subsidiaries."

         (j)      Section 3.1 is hereby deleted in its entirety and the
following Section 3.1 substituted in lieu thereof:



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                           "SECTION 3.1. L/C Commitment. Subject to the terms
                  and conditions hereof, the Issuing Lender, in reliance on the
                  agreements of the other Lenders set forth in Section 3.4(a),
                  agrees to issue standby or direct pay letters of credit
                  denominated in Dollars ("Dollar Letters of Credit") for the
                  account of the Borrower on any Business Day from the Closing
                  Date through but not including the Revolving Termination Date
                  or denominated in any Alternative Currency, as applicable,
                  ("Alternative Currency Letters of Credit") for the account of
                  the Borrower on any Business Day from the Effective Date
                  through but not including the Revolving Termination Date, in
                  each case in such form as may be approved from time to time by
                  the Issuing Lender; provided, that the Issuing Lender shall
                  have no obligation to issue any Letter of Credit if, after
                  giving effect to such issuance, (a) the L/C Obligations would
                  exceed the L/C Commitment, (b) the L/C Obligations on account
                  of Alternative Currency Letters of Credit would exceed the
                  Alternative Currency L/C Commitment or (c) the Available
                  Commitment of any Lender would be less than zero. Each Letter
                  of Credit (i) that is a Dollar Letter of Credit shall be
                  denominated in Dollars in a minimum amount of $1,000,000, (ii)
                  that is an Alternative Currency Letter of Credit shall be
                  denominated in an Alternative Currency in a minimum Dollar
                  Amount of $1,000,000, (iii) be a standby or direct pay letter
                  of credit issued to support obligations of the Borrower or any
                  of its Subsidiaries, contingent or otherwise, incurred in the
                  ordinary course of business (including without limitation in
                  support of obligations in connection with Project Related
                  Debt) (iv) expire on a date satisfactory to the Issuing
                  Lender, which date shall be no later than the Revolving
                  Termination Date and (v) be subject to the Uniform Customs
                  and, to the extent not inconsistent therewith, the laws of the
                  State of North Carolina. The Issuing Lender shall not at any
                  time be obligated to issue any Letter of Credit hereunder if
                  such issuance would conflict with, or cause the Issuing Lender
                  or any L/C Participant to exceed any limits imposed by, any
                  Applicable Law. References herein to "issue" and derivations
                  thereof with respect to Letters of Credit shall also include
                  extensions or modifications of any existing Letters of Credit,
                  unless the context otherwise requires."

         (k)      Section 3.2 is hereby deleted in its entirety and the
following Section 3.2 substituted in lieu thereof:



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                           "SECTION 3.2. Procedure for Issuance of Letters of
                  Credit. The Borrower may from time to time request that the
                  Issuing Lender issue a Letter of Credit by delivering to the
                  Issuing Lender at the Administrative Agent's Office, or the
                  office of the Administrative Agent's Correspondent, as
                  applicable, an Application therefor, completed to the
                  satisfaction of the Issuing Lender, and such other
                  certificates, documents and other papers and information as
                  the Issuing Lender may request. Upon receipt of any
                  Application, the Issuing Lender shall process such Application
                  and the certificates, documents and other papers and
                  information delivered to it in connection therewith in
                  accordance with its customary procedures and shall, subject to
                  Section 3.1 and Article V hereof, promptly issue the Letter of
                  Credit requested thereby (but in no event shall the Issuing
                  Lender be required to issue any Letter of Credit earlier than
                  three Business Days after its receipt of the Application
                  therefor and all such other certificates, documents and other
                  papers and information relating thereto) by issuing the
                  original of such Letter of Credit to the beneficiary thereof
                  or as otherwise may be agreed by the Issuing Lender and the
                  Borrower. The Issuing Lender shall furnish to the Borrower a
                  copy of such Letter of Credit and furnish to each Lender a
                  copy of such Letter of Credit and the amount of each Lender's
                  participation therein pursuant to Section 3.4(a), all promptly
                  following the issuance of such Letter of Credit."

         (l)      Section 3.4(a) is hereby deleted in its entirety and the 
following Section 3.4(a) substituted in lieu thereof:

                           "SECTION 3.4.  L/C Participations.

                           (a) The Issuing Lender irrevocably agrees to grant
                  and hereby grants to each L/C Participant, and, to induce the
                  Issuing Lender to issue Letters of Credit hereunder, each L/C
                  Participant irrevocably agrees to accept and purchase and
                  hereby accepts and purchases from the Issuing Lender, on the
                  terms and conditions hereinafter stated, for such L/C
                  Participant's own account and risk an undivided interest equal
                  to such L/C Participant's Commitment Percentage in the Issuing
                  Lender's obligations and rights under each Letter of Credit
                  issued hereunder and the Dollar Amount of each draft paid by
                  the Issuing Lender thereunder. Each L/C Participant
                  unconditionally and irrevocably agrees with the Issuing Lender
                  that, if a draft is paid under any Letter of Credit for which
                  the Issuing Lender is not reimbursed in full by the Borrower
                  in accordance with the terms of this Agreement, such L/C
                  Participant shall pay to the Issuing Lender upon demand at the
                  Issuing Lender's address for notices specified herein an
                  amount equal to such L/C Participant's Commitment Percentage
                  of the Dollar Amount of such draft in Dollars or an
                  Alternative Currency, as applicable, or any part thereof,
                  which is not so reimbursed and such payments shall thereafter
                  be reflected as Extensions of Credit of the Lenders on the
                  books and records of the Administrative Agent."

         (m)      Section 3.5 is hereby deleted in its entirety and the 
following Section 3.5 substituted in lieu thereof:

                                  

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                           "SECTION 3.5. Reimbursement Obligation of the
                  Borrower. The Borrower agrees to reimburse the Issuing Lender
                  on each date on which the Issuing Lender notifies the Borrower
                  of the date and amount or Dollar Amount, as applicable, of a
                  draft paid under any Letter of Credit for the amount or Dollar
                  Amount, as applicable, of (a) such draft so paid and (b) any
                  taxes, fees, charges or other costs or expenses incurred by
                  the Issuing Lender in connection with such payment. Each such
                  payment shall be made to the Issuing Lender at its address for
                  notices specified herein in Dollars or the applicable
                  Alternative Currency, as applicable, and in immediately
                  available funds. Interest shall be payable on any and all
                  amounts remaining unpaid by the Borrower under this Article
                  III from the date such amounts become payable (whether at
                  stated maturity, by acceleration or otherwise) until payment
                  in full at the rate which would be payable on any outstanding
                  Base Rate Loans which were then overdue. If the Borrower fails
                  to timely reimburse the Issuing Lender on the date the
                  Borrower receives the notice referred to in this Section 3.5,
                  the Borrower shall be deemed to have timely given a Notice of
                  Borrowing hereunder to the Administrative Agent requesting the
                  Lenders to make a Base Rate Loan on such date in an amount
                  equal to the amount or Dollar Amount, as applicable, of such
                  drawing and, subject to the satisfaction or waiver of the
                  conditions precedent specified in Article V, the Lenders shall
                  make Base Rate Loans in such amount, the proceeds of which
                  shall be applied to reimburse the Issuing Lender for the
                  amount or Dollar Amount, as applicable, of the related drawing
                  and costs and expenses."

         (n)      Section 4.1(c) is hereby deleted in its entirety and the
following Section 4.1(c) substituted in lieu thereof:

                           "(c) Applicable Margin. The Applicable Margin
                  provided for in Section 4.1(a) with respect to the Loans (the
                  "Applicable Margin") shall be (i) 0.00% for Base Rate Loans
                  from the Effective Date through March 15, 1999 and 0.250%
                  thereafter and (ii) 1.25% for LIBOR Rate Loans from the
                  effective Date through March 15, 1999 and 1.50% thereafter."

         (o)      Section 4.2 is hereby amended by deleting the number
"$2,500,000" in the fifth line thereof and substituting the number "$5,000,000"
in lieu thereof.

         (p)      Section 4.3 is hereby deleted in its entirety and the 
following Section 4.3 substituted in lieu thereof:

                           "SECTION 4.3.  Fees.

                           (a) Commitment Fee. Commencing on the Effective Date,
                  the Borrower shall pay to the Administrative Agent, for the
                  account of the Lenders, a non-refundable commitment fee on the
                  average daily unused portion of the Aggregate Commitment at a
                  rate per annum which shall be 0.375%. The commitment fee shall



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<PAGE>   8

                  be payable in arrears on the last Business Day of each fiscal
                  quarter during the term of this Agreement commencing June 30,
                  1998, and on the Revolving Termination Date. Such commitment
                  fee shall be distributed by the Administrative Agent to the
                  Lenders pro rata in accordance with the Lenders' respective
                  Commitment Percentages.

                           (b) Administrative Agent's and Other Fees. The
                  Borrower agrees to pay to the Administrative Agent, for its
                  account, the fees set forth in the separate fee letter
                  agreement executed by the Borrower and the Administrative
                  Agent dated June 16, 1998."

         (q)      Section 8.12 is hereby amended by deleting the period at the
end of the first sentence of such Section 8.12 and inserting the following
proviso in lieu thereof:

                  "provided that, notwithstanding the foregoing, Agecroft
                  Properties, Inc., shall not be required to execute and deliver
                  a Guaranty Supplement or supplement to the Intercompany
                  Subordination Agreement at any time when the delivery of any
                  such document would conflict with its charter or articles of
                  organization."

         (r)       ARTICLE VIII is hereby amended by (i) substituting the
Section number 8.15 for the current Section 8.13 and (ii) adding the following
Sections.

                  "SECTION 8.13. Year 2000 Compatibility. Take all actions
                  reasonably necessary to assure that Borrower's computer based
                  systems are able to operate and effectively process data which
                  includes dates on and after January 1, 2000. At the request of
                  the Administrative Agent, the Borrower shall provide
                  reasonable assurances satisfactory to the Administrative Agent
                  of the Borrower's Year 2000 compatibility."

                  "SECTION 8.14. Agecroft Intercompany Note. If the Agecroft
                  Prison Spin-off does not occur within thirty (30) days of the
                  completion of construction of the Agecroft Prison as
                  contemplated in the Agecroft Prison Transaction, the Borrower
                  shall pledge and deliver to the Administrative Agent, for the
                  benefit of itself and the Lenders, the promissory note
                  evidencing the intercompany loan by the Borrower to Agecroft
                  Properties, Inc. pursuant to the Agecroft Prison Transaction.
                  Such note delivery shall be accompanied by an updated schedule
                  to the Pledge Agreement reflecting such pledge, and such other
                  documents as are reasonably requested by the Administrative
                  Agent regarding such pledge.

         (s)      Section 9.1 is hereby deleted in its entirety and the
following Section 9.1 substituted in lieu thereof:



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<PAGE>   9

                           "SECTION 9.1 Minimum Net Worth. Permit the
                  Consolidated Net Worth of the Borrower and its Subsidiaries at
                  any time to be less than (a) $306,500,000 plus (b) fifty
                  percent (50%) of Consolidated Net Income of the Borrower and
                  its Subsidiaries (if positive) as of each fiscal quarter end
                  occurring after March 31, 1998 plus (c) one hundred percent
                  (100%) of the aggregate Net Cash Proceeds with respect to any
                  offering of capital stock or any exercise of warrants or
                  options exercisable with respect to capital stock of the
                  Borrower or any of its Subsidiaries received after March 31,
                  1998 plus (d) the aggregate amount of any Subordinated Debt
                  converted into capital stock of the Borrower or any of its
                  Subsidiaries after March 31, 1998."

         (t)      SECTION 9.2 is hereby amended by deleting the figure 0.65 and
substituting the figure 0.75 in lieu thereof.

         (u)      Section 10.1 is hereby amended by deleting the period at the
end of Section 10.1(j) and substituting "; and" in lieu therof and by inserting
the following text as a new clause (k) immediately following Section 10.1(j):

                           "(j) intercompany Debt between the Borrower and
                  Agecroft Properties, Inc. as contemplated by the Agecroft
                  Prison Transaction which intercompany Debt shall not be
                  required to be subordinated in right and time of payment to
                  the Obligations so long as such subordination would conflict
                  with the charter or articles of organization of Agecroft
                  Properties, Inc."

         (v)      Section 10.4 is hereby amended by deleting the period at the
end of Section 10.4(g) and substituting "; and" in lieu thereof and by inserting
the following text as a new clause (h) immediately following Section 10.4(g):

                  "(h) investments by the Borrower in, and intercompany loans
                  and advances by the Borrower to, Agecroft Properties, Inc., as
                  contemplated in the Agecroft Prison Transaction."

         (w)      Section 10.6 is hereby amended by deleting the period at the 
end of Section 10.6(c) and substituting "; and" in lieu thereof and by inserting
the following text as new clauses (d) and (e) immediately following Section
10.6(c):

                  "(d) the leases and subleases by Agecroft Properties, Inc., as
                  contemplated in the Agecroft Prison transaction."

                  "(e) the Agecroft Prison Spin-off; provided that no Default or
                  Event of Default has occurred and is continuing or would
                  result therefrom."

         (x)      The following Section 12.10 shall be inserted immediately
following Section 12.9:



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<PAGE>   10



                           "SECTION 12.10 Documentation Agent and Syndication 
                  Agent. Neither the Documentation Agent nor the Syndication
                  Agent, in their respective capacities as such, shall have any
                  duties or responsibilities under this Agreement or any other
                  Loan Document."

         (y)      Section 13.6 is hereby deleted in its entirety and the 
following language substituted in lieu thereof:

                  "SECTION 13.6  Binding Arbitration; Waiver of Jury Trial.
 
                           (a) Binding Arbitration. Upon demand of any party,
                  whether made before or after institution of any judicial
                  proceeding, any dispute, claim or controversy arising out of,
                  connected with or relating to the Notes or any other Loan
                  Documents ("Disputes"), between or among parties to the Notes
                  or any other Loan Document shall be resolved by binding
                  arbitration as provided herein. Institution of a judicial
                  proceeding by a party does not waive the right of that party
                  to demand arbitration hereunder. Disputes may include, without
                  limitation, tort claims, counterclaims, claims brought as
                  class actions, claims arising from Loan Documents executed in
                  the future, or claims concerning any aspect of the past,
                  present or future relationships arising out of or connected
                  with the Loan Documents. Arbitration shall be conducted under
                  and governed by the Commercial Financial Disputes Arbitration
                  Rules (the "Arbitration Rules") of the American Arbitration
                  Association and Title 9 of the U.S. Code. All arbitration
                  hearings shall be conducted in Charlotte, North Carolina. The
                  expedited procedures set forth in Rule 51, et seq. of the
                  Arbitration Rules shall be applicable to claims of less than
                  $1,000,000. All applicable statutes of limitation shall apply
                  to any Dispute. A judgment upon the award may be entered in
                  any court having jurisdiction. Notwithstanding anything
                  foregoing to the contrary, any arbitration proceeding demanded
                  hereunder shall begin within ninety (90) days after such
                  demand thereof and shall be concluded within one-hundred and
                  twenty (120) days after such demand. These time limitations
                  may not be extended unless a party hereto shows cause for
                  extension and then such extension shall not exceed a total of
                  sixty (60) days. The panel from which all arbitrators are
                  selected shall be comprised of licensed attorneys. The single
                  arbitrator selected for expedited procedure shall be a retired
                  judge from the highest court of general jurisdiction, state or
                  federal, of the state where the hearing will be conducted. The
                  parties hereto do not waive any applicable Federal or state
                  substantive law except as provided herein. Notwithstanding the
                  foregoing, this paragraph shall not apply to any Hedging
                  Agreement that is a Loan Document.

                           (b) Jury Trial. THE ADMINISTRATIVE AGENT, EACH LENDER
                  AND THE BORROWER HEREBY ACKNOWLEDGE THAT BY AGREEING TO
                  BINDING ARBITRATION THEY HAVE IRREVOCABLY WAIVED THEIR
                  RESPECTIVE RIGHTS TO A JURY TRIAL WITH RESPECT TO ANY ACTION,
                  CLAIM OR OTHER PROCEEDING ARISING OUT OF ANY DISPUTE IN
                  CONNECTION WITH THIS AGREEMENT, THE NOTES OR



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<PAGE>   11



                  THE OTHER LOAN DOCUMENTS, ANY RIGHTS OR OBLIGATIONS
                  HEREUNDER OR THEREUNDER, OR THE PERFORMANCE OF SUCH
                  RIGHTS AND OBLIGATIONS.

                           (c) Preservation of Certain Remedies. Notwithstanding
                  the preceding binding arbitration provisions, the parties
                  hereto and the other Loan Documents preserve, without
                  diminution, certain remedies that such Persons may employ or
                  exercise freely, either alone, in conjunction with or during a
                  Dispute. Each such Person shall have and hereby reserves the
                  right to proceed in any court of proper jurisdiction or by
                  self help to exercise or prosecute the following remedies: (i)
                  all rights to foreclose against any real or personal property
                  or other security by exercising a power of sale granted in the
                  Loan Documents or under applicable law or by judicial
                  foreclosure and sale, (ii) all rights of self help including
                  peaceful occupation of property and collection of rents, set
                  off, and peaceful possession of property, (iii) obtaining
                  provisional or ancillary remedies including injunctive relief,
                  sequestration, garnishment, attachment, appointment of
                  receiver and in filing an involuntary bankruptcy proceeding,
                  and (iv) when applicable, a judgment by confession of
                  judgment. Preservation of these remedies does not limit the
                  power of an arbitrator to grant similar remedies that may be
                  requested by a party in a Dispute."

         (z)      Section 13.9(b)(ii) is hereby amended by deleting the number
"$10,000,000" therein and substituting the number $5,000,000 in lieu thereof.

         SECTION 3.  Other Agreements.

         (a)      The Borrower shall have until thirty (30) days after the 
Effective Date to deliver the documents required pursuant Section 8.12 with
regard to Prison Holdings, Inc., Mineral Wells Limited Partnership and CCA
Capital.

         (b)       Notwithstanding anything in the Amended and Restated Credit
Agreement to the contrary, the proceeds of any Loans under the Amended and
Restated Credit Agreement shall be disbursed into the deposit account of the
Borrower specified in the most recent Notice of Account Designation.

         SECTION 4.Conditions to Effectiveness. The effectiveness of this 
Amendment shall be conditioned upon delivery to the Agent of the following
items:

                  (a) Promissory Notes. The Borrower shall issue and deliver to
         the Administrative Agent, in exchange for the Revolving Credit Notes
         issued on the Closing Date, duly executed Revolving Credit Notes
         (substantially in the form of Exhibit A-1 hereto) payable to each
         Lender in the amount of such Lender's respective Commitment as
         increased hereby.

                  (b) Pledge Agreement Supplement. The Borrower shall have

         executed and delivered a Pledge Agreement Supplement with regard to 
         Agecroft Properties, Inc. to the Administrative Agent.

  

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<PAGE>   12


                  (c) Fees. The Administrative Agent, the Documentation Agent
         and the Syndication Agent (collectively the "Agents") and each Lender
         shall receive their respective fees set forth in the fee letter from
         the Agents and certain of their affiliates to the Borrower dated as of
         June 16, 1998.

                  (d) Certificate of the Borrower. The Agent shall have received
         a certificate dated as of the Effective Date from the Borrower, in form
         and substance satisfactory to the Agent, certifying on behalf of the
         Loan Parties that all representations and warranties of the Loan
         Parties contained in this Amended and Restated Credit Agreement and the
         Loan Documents are true and correct in all material respects; that no
         Loan Party is in violation of any of the covenants contained in the
         other Loan Documents; that, after giving effect to the transactions
         contemplated by this Amended and Restated Credit Agreement, no Default
         or Event of Default has occurred and is continuing; and that the Loan
         Parties have satisfied each of the closing conditions regarding this
         Amended and Restated Credit Agreement to be satisfied thereby.

                  (e) Certificate of Secretary of the Credit Parties. The
         Administrative Agent shall have received a certificate of the secretary
         or assistant secretary of each Loan Party certifying on behalf of such
         Loan Party, as applicable, that the articles of incorporation and
         bylaws of such Loan Party previously delivered to the Administrative
         Agent have not been repealed, revoked, rescinded or amended in any
         respect (or if any such documents have been repealed, revoked,
         rescinded or amended in any respect, true and correct copies of such
         documents as of the date hereof); that attached thereto is a true and
         complete copy of resolutions duly adopted by the Board of Directors of
         such Loan Party, authorizing the execution, delivery and performance of
         this Amended and Restated Credit Agreement and the continued
         effectiveness of the other Loan Documents; and as to the incumbency and
         genuineness of the signature of each officer of such Loan Party
         executing Loan Documents to which such Loan Party is a party.

                  (f) Opinions of Counsel. The Administrative Agent shall have
         received favorable opinions of counsel to the Loan Parties, dated as of
         the Effective Date and addressed to the Administrative Agent and
         Lenders, in form and substance satisfactory to the Administrative
         Agent.

                  (g) Expenses. Payment of the Borrower of all amount owed
         pursuant to Section 8 below.

                  (h) Updated Schedules. Receipt by the Administrative Agent of
         updated copies of Schedule 6.1(a) and Schedule 6.1(b) to the Credit
         Agreement prepared to as of the Effective Date.

                  (i) Additional Items. Receipt by the Administrative Agent of
         any other document or instrument reasonably requested by it in 
         connection with the execution of this Amendment.



                                       12

<PAGE>   13



         SECTION 5. Representations and Warranties; No Default. By its execution
hereof, the Borrower hereby certifies on behalf of itself and the other Loan
Parties that each of the representations and warranties set forth in the Amended
and Restated Credit Agreement and the other Loan Documents is true and correct
as of the date hereof as if fully set forth herein and that as of the date
hereof no Default or Event of Default has occurred and is continuing.

         SECTION 6. Limited Amendment and Restatement. Except as expressly
amended herein, the Credit Agreement and each other Loan Document shall continue
to be, and shall remain, in full force and effect (including all monetary
limitations and other restrictions applicable to the Borrower and its
Subsidiaries and Affiliates) as in existence immediately prior to the date
hereof. This Amended and Restated Credit Agreement shall not be deemed (a) to be
a waiver of, or consent to, or a modification or amendment of, any other term or
condition of the Credit Agreement or any other Loan Documents or (b) to
prejudice any other right or rights which the Agent or Lenders may now have or
may have in the future under or in connection with the Amended and Restated
Credit Agreement or the Loan Documents or any of the instruments or agreements
referred to therein, as the same may be amended, restated or otherwise modified
from time to time.

         SECTION 7. Incorporation. All terms and conditions of the Credit
Agreement (including all Exhibits and Schedules thereto), as modified herein,
are hereby amended and restated and incorporated herein by this reference
thereto as if expressly restated herein in their entirety. Upon the date hereof,
all outstanding Obligations shall become Obligations hereunder and the Credit
Agreement shall be replaced and superseded by this Amended and Restated Credit
Agreement. On the Amendment and Restatement Effective Date, (i) all loans under
the Credit Agreement ("Existing Loans") made by any Existing Lender who is not a
Lender hereunder (any such Lender, a "Former Lender") shall be repaid in full
and the commitments and other obligations and (except as expressly set forth in
the Credit Agreement) rights of such Former Lender shall be terminated, (ii) all
outstanding Existing Loans shall be deemed Loans hereunder and the
Administrative Agent shall make such transfers of funds as are necessary in
order that the outstanding balance of such Loans, together with any Loans funded
on the Amendment and Restatement Effective Date, reflect the Commitments of the
Lenders hereunder, (iii) there shall have been paid in cash in full all accrued
but unpaid interest due on the Existing Loans to but excluding the Amendment and
Restatement Effective Date, and (iv) there shall have been paid in cash in full
all accrued but unpaid fees under the Credit Agreement due to but excluding the
Amendment and Restatement Effective Date, and all other amounts, costs and
expenses then owing to any of the Former Lenders and/or any of the
Administrative Agent under the Credit Agreement as in effect immediately prior
to the Amendment and Restatement Effective Date, in each case to the
satisfaction of such Person, regardless of whether or not such amounts would
otherwise be due and payable at such time pursuant to the terms of the Credit
Agreement.

         SECTION 8. Expenses. The Borrower shall pay all reasonable
out-of-pocket expenses of the Administrative Agent in connection with the
preparation, execution and delivery of this Amended and Restated Credit
Agreement, including without limitation, the reasonable fees and disbursements
of counsel for the Administrative Agent.



                                       13

<PAGE>   14



         SECTION 9. Confirmation of Guaranty. (a) Each of the Guarantors hereby
acknowledges and consents to the terms of this Amended and Restated Credit
Agreement and confirm that their respective obligations under the Guaranty shall
remain in full force and effect and shall secure the Obligations of the Borrower
under this Amended and Restated Credit Agreement, (b) the Borrower hereby
confirms that its obligations under the Pledge Agreement shall remain in full
force and effect and shall secure the Obligations of the Borrower under this
Amended and Restated Credit Agreement and (c) each party hereto acknowledges and
consents to the terms of this Amended and Restated Credit Agreement and confirms
the validity and enforceability of each Loan Documents.

         SECTION 10. Governing Law. This Amended and Restated Credit Agreement
shall be governed by and construed in accordance with the laws of the State of
North Carolina.

         SECTION 11. Counterparts. This Amended and Restated Credit Agreement
may be executed in separate counterparts, each of which when executed and
delivered is an original but all of which taken together constitute one and the
same instrument.


                            [SIGNATURE PAGES FOLLOW]




                                       14

<PAGE>   15



         IN WITNESS WHEREOF, the parties hereto have caused this Amended and
Restated Credit Agreement to be duly executed as of the date and year first
above written.


                                     BORROWER:

[CORPORATE SEAL]                     CORRECTIONS CORPORATION OF AMERICA

                                     By:/s/ Doctor R. Crants
                                        ---------------------------------------
                                        Name: Doctor R. Crants
                                              ---------------------------------
                                        Title: Chairman, CEO and President
                                               --------------------------------

[CORPORATE SEAL]                     CCA INTERNATIONAL, INC.


                                     By:/s/ Darrell K. Massengale
                                        ---------------------------------------
                                        Name: Darrell K. Massengale
                                              ---------------------------------
                                        Title: President
                                               --------------------------------

[CORPORATE SEAL]                     TRANSCOR AMERICA, INC.


                                     By:/s/ Darrell K. Massengale
                                        ---------------------------------------
                                        Name: Darrell K. Massengale
                                              ---------------------------------
                                        Title: Secretary
                                               --------------------------------

[CORPORATE SEAL]                     CONCEPT INCORPORATED


                                     By:/s/ Darrell K. Massengale
                                        ---------------------------------------
                                         Name: Darrell K. Massengale
                                               --------------------------------
                                         Title: President
                                                -------------------------------



                           [Signature Pages Continue]



                                       15

<PAGE>   16



[CORPORATE SEAL]                      CORRECTIONAL SERVICES GROUP, INC.


                                      By:/s/ Darrell K. Massengale
                                         --------------------------------------
                                         Name: Darrell K. Massengale
                                               --------------------------------
                                         Title: President
                                                -------------------------------


[CORPORATE SEAL]                      CORRECTIONS PARTNERS, INC.


                                      By:/s/ Darrell K. Massengale
                                         --------------------------------------
                                         Name: Darrell K. Massengale
                                               --------------------------------
                                         Title: President
                                                -------------------------------

[CORPORATE SEAL]                      DIBOLL CORRECTIONAL CENTER, INC.,
                                      a Kentucky corporation


                                      By:/s/ Darrell K. Massengale
                                         --------------------------------------
                                         Name: Darrell K. Massengale
                                               --------------------------------
                                         Title: President
                                                -------------------------------

[CORPORATE SEAL]                      GADSDEN CORRECTIONAL INSTITUTION,
                                      INC., a Kentucky corporation


                                      By:/s/ Darrell K. Massengale
                                         --------------------------------------
                                         Name: Darrell K. Massengale
                                              ---------------------------------
                                         Title: President
                                                -------------------------------



                           [Signature Pages Continue]



                                       16

<PAGE>   17



[CORPORATE SEAL]                       LEE ADJUSTMENT CENTER, INC., a
                                       Kentucky corporation


                                       By:/s/ Darrell K. Massengale
                                          -------------------------------------
                                          Name: Darrell K. Massengale
                                                -------------------------------
                                          Title: President
                                                 ------------------------------


[CORPORATE SEAL]                       MARION ADJUSTMENT CENTER, INC., a
                                       Kentucky corporation


                                       By:/s/ Darrell K. Massengale
                                          -------------------------------------
                                          Name: Darrell K. Massengale
                                                -------------------------------
                                          Title: President
                                                 ------------------------------


[CORPORATE SEAL]                       OTTER CREEK CORRECTIONAL CENTER,
                                       INC., a Kentucky corporation


                                       By:/s/ Darrell K. Massengale
                                          -------------------------------------
                                          Name: Darrell K. Massengale
                                                -------------------------------
                                          Title: President
                                                 ------------------------------


[CORPORATE SEAL]                       RIVER CITY CORRECTIONAL CENTER,
                                       INC., a Kentucky corporation


                                       By:/s/ Darrell K. Massengale
                                          -------------------------------------
                                          Name: Darrell K. Massengale
                                                -------------------------------
                                          Title: President
                                                 ------------------------------


                           [Signature Pages Continue]



                                       17

<PAGE>   18



[CORPORATE SEAL]                    USCC AVERY/MITCHELL MANAGEMENT
                                    COMPANY, INC., a North Carolina corporation


                                    By:/s/ Darrell K. Massengale
                                       ----------------------------------------
                                       Name: Darrell K. Massengale
                                             ----------------------------------
                                       Title: President
                                              ---------------------------------


[CORPORATE SEAL]                    USCC PAMLICO MANAGEMENT
                                    COMPANY, INC., a North Carolina corporation


                                    By:/s/ Darrell K. Massengale
                                       ----------------------------------------
                                       Name: Darrell K. Massengale
                                             ----------------------------------
                                       Title: President
                                              ---------------------------------



                           [Signature Pages Continue]



                                       18

<PAGE>   19




                                        FIRST UNION NATIONAL BANK


                                        By:/s/ William M. Bateman
                                           ------------------------------------
                                           Name: William M. Bateman
                                                 ------------------------------
                                           Title: Senior Vice President
                                                  -----------------------------




                           [Signature Pages Continue]




                                       19

<PAGE>   20



                                       NATIONSBANK, N.A.


                                       By:/s/ Andrew M. Airheart
                                          -------------------------------------
                                          Name: Andrew M. Airheart
                                                -------------------------------
                                          Title: Senior Vice President
                                                 ------------------------------



                           [Signature Pages Continue]





                                       20

<PAGE>   21




                                      CANADIAN IMPERIAL BANK OF COMMERCE


                                      By:/s/ Amy S. Trapp
                                         --------------------------------------
                                         Name: Amy S. Trapp
                                               --------------------------------
                                         Title: Authorized Signatory
                                                -------------------------------
 



                           [Signature Pages Continue]






                                       21

<PAGE>   22




                                      MERCANTILE BANK NATIONAL
                                      ASSOCIATION


                                      By:/s/ Jeffrey A. Nelson
                                         -------------------------------------
                                         Name: Jeffrey A. Nelson
                                               -------------------------------
                                         Title: Vice President
                                                ------------------------------





                           [Signature Pages Continue]




                                       22

<PAGE>   23




                                      FIRST TENNESSEE BANK, NATIONAL
                                      ASSOCIATION

                                      By:/s/ Malinda Brown
                                         --------------------------------------
                                         Name: Malinda Brown
                                               --------------------------------
                                         Title: Commercial Loan Officer
                                                -------------------------------





                           [Signature Pages Continue]





                                       23

<PAGE>   24




                               FUJI BANK, LIMITED, ATLANTA AGENCY


                               By:/s/ Toshihiro Mitsui
                                  ---------------------------------------------
                                  Name: Toshihiro Mitsui
                                        ---------------------------------------
                                  Title: Senior Vice President and Joint
                                         --------------------------------------
                                  General Manager
                                  ---------------------------------------------





                           [Signature Pages Continue]







                                       24

<PAGE>   25




                                       SOUTHTRUST BANK, N.A.


                                       By:/s/ James M. Sloan, Jr.
                                          -------------------------------------
                                          Name: James M. Sloan
                                                -------------------------------
                                          Title: Vice President
                                                 ------------------------------





                           [Signature Pages Continue]





                                       25

<PAGE>   26




                                         UNION BANK OF CALIFORNIA, N.A.


                                         By:/s/ Myra Juethen
                                            -----------------------------------
                                            Name: Myra Juethen
                                                  -----------------------------
                                            Title: Vice President
                                                   ----------------------------







                                       26

<PAGE>   27



                                   EXHIBIT A-1

                   AMENDED AND RESTATED REVOLVING CREDIT NOTE

$                                                              June ___, 1998
 -----------------------------------


         [THIS AMENDED AND RESTATED REVOLVING CREDIT NOTE REPLACES BUT DOES NOT
EXTINGUISH THE OBLIGATIONS OF THE BORROWER UNDER THE REVOLVING CREDIT NOTE DATED
SEPTEMBER 9, 1996 EXECUTED BY THE BORROWER IN FAVOR OF THE LENDER REFERRED TO
BELOW.]


         FOR VALUE RECEIVED, the undersigned, CORRECTIONS CORPORATION OF
AMERICA, a corporation organized under the laws of Tennessee (the "Borrower"),
hereby promises to pay to the order of (the "Bank"), at the times, at the place
and in the manner provided in the Credit Agreement hereinafter referred to, the
principal sum of up to ________________ Dollars ($___________________), or, if
less, the aggregate unpaid principal amount of all Revolving Credit Loans
disbursed by the Bank under the Credit Agreement referred to below, together
with interest at the rates as in effect from time to time with respect to each
portion of the principal amount hereof, determined and payable as provided in
Article IV of the Credit Agreement.

         This Note is one of the Revolving Credit Notes referred to in, and is
entitled to the benefits of, the Amended and Restated Credit Agreement dated as
of June __, 1998 (as amended, restated or otherwise modified, the "Credit
Agreement") by and among the Borrower, the lenders (including the Bank) party
thereto (the "Lenders"), First Union National Bank, as Administrative Agent,
Canadian Imperial Bank of Commerce, as Documentation Agent and NationsBank,
N.A., as Syndication Agent. The Credit Agreement contains, among other things,
provisions for the time, place and manner of payment of this Note, the
determination of the interest rate borne by and fees payable in respect of this
Note, acceleration of the payment of this Note upon the happening of certain
stated events and the mandatory repayment of this Note under certain
circumstances.

         The Borrower agrees to pay on demand all costs of collection, including
reasonable attorneys' fees, if any part of this Note, principal or interest, is
collected after maturity with the aid of an attorney.

         Presentment for payment, notice of dishonor, protest and notice of
protest are hereby waived.

         THIS NOTE IS MADE AND DELIVERED IN THE STATE OF NORTH CAROLINA
AND SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS
OF THE STATE OF NORTH CAROLINA.

         The Debt evidenced by this Note is senior in right of payment to all
Subordinated Debt referred to in the Credit Agreement.

         IN WITNESS WHEREOF, the Borrower has caused this Note to be executed
under seal by a duly authorized officer as of the day and year first above
written.

 

                                       27

<PAGE>   28




                                      CORRECTIONS CORPORATION OF AMERICA

[CORPORATE SEAL]

                                      By:
                                         --------------------------------------
                                         Name:
                                              ---------------------------------
                                         Title:
                                                -------------------------------







                                       28

<PAGE>   29



                                    EXHIBIT J


                          NOTICE OF ACCOUNT DESIGNATION

                             Dated as of: _________


First Union National Bank,
One First Union Center, TW-4
301 South College Street
Charlotte, North Carolina  28288-0608
Attention:  Syndication Agency Services

Ladies and Gentlemen:

         This Notice of Account Designation is delivered to you under the
Amended and Restated Credit Agreement dated as of June __, 1998 (as amended,
restated or otherwise modified, the "Credit Agreement") by and among Corrections
Corporation of America, a corporation organized under the laws of Tennessee (the
"Borrower"), the lenders party thereto (the "Lenders"), First Union National
Bank, as Administrative Agent, Canadian Imperial Bank of Commerce, as
Documentation Agent and NationsBank, N.A., as Syndication Agent.

         1. The Administrative Agent is hereby authorized to disburse all Loan
proceeds into the following account(s):

                          ----------------------------
                          ABA Routing Number: _________
                          Account Number: _____________

         2. This authorization shall remain in effect until revoked or until a
subsequent Notice of Account Designation is provided to the Administrative
Agent.

         3. Capitalized terms used herein and not defined herein shall have the
meanings assigned thereto in the Credit Agreement.




                                       29

<PAGE>   30




         IN WITNESS WHEREOF, the undersigned has executed this Notice of Account
Designation this ________ day of _________, ____.



                                       CORRECTIONS CORPORATION OF AMERICA


                                       By:
                                          --------------------------------------
                                          Name:
                                               ---------------------------------
                                          Title:
                                                --------------------------------





                                       30

<PAGE>   31


                                    SCHEDULES

         The Schedules to this Amended and Restated Credit Agreement have been
omitted and are on file at the offices of the Borrower.

   








                                       31