<PAGE>   1
                                                                    EXHIBIT 10.1



                     WAIVER, AMENDMENT AND JOINDER AGREEMENT


         THIS WAIVER, AMENDMENT AND JOINDER AGREEMENT (this "Agreement") is made
and entered into as of this 17th day of April, 1998 by and among CCA Prison
Realty Trust ("CCA REIT"), Prison Realty Management, Inc. ("Management"), U.S.
Corrections Corporation ("USCC"), the Subsidiaries of USCC identified on the
signature pages hereto (such subsidiaries of USCC, collectively with Management
and USCC, the "New Borrowers"), the financial institutions who are or may become
party to the Credit Agreement referenced below (the "Lenders"), and FIRST UNION
NATIONAL BANK (f/k/a First Union National Bank of Tennessee), a national banking
association ("First Union"), as Administrative Agent for the Lenders (the
"Administrative Agent").

                              Statement of Purpose

         The Lenders agreed to extend certain credit facilities to CCA REIT
pursuant to the Credit Agreement dated as of July 18, 1997 by and among CCA
REIT, the Lenders and the Administrative Agent (as amended restated, modified or
otherwise supplemented from time to time, the "Credit Agreement").

         CCA REIT desires to purchase 100% of the outstanding capital stock of
USCC for an aggregate purchase price of approximately $255 Million, through a
merger of a Wholly- Owned Subsidiary of CCA REIT with and into USCC, resulting
in USSC becoming a Wholly-Owned Subsidiary of CCA REIT (the "Acquisition and
Merger"). USCC has several Subsidiaries, which Subsidiaries own certain real
property located in Kentucky, North Carolina and Ohio. USCC, Inc., a direct
subsidiary of USCC, has an existing credit facility in the aggregate principal
amount of up to $70 Million with certain lenders party thereto and Credit Suisse
First Boston, as agent for the lenders thereunder (the "Credit Suisse Credit
Facility"). The Credit Suisse Credit Facility is secured by substantially all of
the assets of USCC and its Subsidiaries (the "USSC Collateral").

         The transactions described above require certain waivers under the
terms and conditions of the Credit Agreement. The Borrowers hereby request and
the Agents and the Lenders hereby agree to the following:

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

         1. Capitalized Terms. All capitalized terms used in this Agreement and
not defined herein shall have the meanings assigned thereto in the Credit
Agreement.

         2. Effect of Amendments and Waivers. Except as expressly amended
hereby, the Credit Agreement and Loan Documents shall be and remain in full
force and effect. The waivers granted herein are specific and limited and shall
not constitute an amendment of the Credit Agreement or the Loan Documents or a
modification, acceptance or waiver of any

 

<PAGE>   2



other provision of or default under the Credit Agreement, the Loan Documents or
any other document or instrument entered into in connection therewith or a
future modification, acceptance or waiver of the provisions set forth therein
(except to the extent necessary to give effect to the specific waivers and
agreements set forth herein).

         3. Amendments to Credit Agreement.

                  (a) Section 1.1 of the Credit Agreement shall hereby be
         amended by deleting the defined term "Aggregate Commitment" in its
         entirety and substituting the following in lieu thereof:

                  "'Aggregate Commitment' shall mean 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 the terms hereof.
         The Aggregate Commitment as of April 17, 1998 shall be Two Hundred and
         Twenty Five Million Dollars ($225,000,000)."

                  (b) Schedule 1.1(b) of the Credit Agreement is hereby replaced
         with the updated copy of Schedule 1.1(b) attached hereto.

                  (c) Schedule 6.1(a) and Schedule 6.1(b) of the Credit
         Agreement are hereby replaced with the updated copies of such Schedules
         attached hereto.

         4. Waivers of Credit Agreement. The Administrative Agent and the
Lenders hereby consent to the following waivers under the Credit Agreement:

                  (a) The Administrative Agent and the Lenders hereby waive the
         provisions of Section 8.16 for the period commencing on the date hereof
         and continuing through and including May 15, 1998 (the "Collateral
         Waiver Period"), solely to permit the consummation of the Acquisition
         and Merger without the execution of the joinder agreements and other
         documents required pursuant to Section 8.16; provided, that (i) CCA
         REIT and its new direct and indirect Subsidiaries shall use their
         reasonable best efforts to deliver to the Administrative Agent the
         documents required pursuant to the terms and conditions of Section 8.16
         on the date hereof and (ii) on or before the last day of the Collateral
         Waiver Period, CCA REIT and its new direct and indirect Subsidiaries
         shall have executed and delivered to the Administrative Agent each and
         every document required pursuant to the terms and conditions of Section
         8.16.

                  (b) The Administrative Agent and the Lenders hereby waive the
         provisions of Sections 10.1 and 10.3 for the period commencing on the
         date hereof and continuing through and including April 28, 1998 (the
         "Credit Suisse Waiver Period"), solely to permit the Credit Suisse
         Credit Facility and the Liens on the USCC Collateral which secure such
         Debt; provided, that on or before the last day of such period, the
         Credit Suisse Credit Facility shall have been repaid in full and






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<PAGE>   3

         terminated and the Liens on the USCC Collateral shall have been
         released.

                  (c) The Administrative Agent and the Lenders hereby waive the
         provisions of Sections 10.4 and 10.5 solely to permit the Acquisition
         and Merger.

                  (d) The Administrative Agent and the Lenders hereby waive the
         provisions of Section 10.4 solely to permit CCA REIT and its new direct
         and indirect Subsidiaries to deliver the security documents and other
         documents and instruments required pursuant to Section 10.4(b) which
         shall evidence the first priority Lien on the USCC Collateral on or
         prior to the last day of the Collateral Waiver Period; provided that
         CCA REIT and its new direct and indirect Subsidiaries shall use their
         reasonable best efforts to deliver the security documents and other
         documents and instruments required pursuant to Section 10.4(b) which
         shall evidence the first priority Lien on the USSC Collateral on the
         date hereof.

         5. The Administrative Agent and the Lenders hereby waive any Default or
Event of Default which shall have or may occur under (a) arising from the
Borrowers' failure to comply with Section 8.16 solely with regard to Management
prior to the date hereof and (b) Section 11.1(g), solely as a result of an
"default or event of "default" under the Credit Suisse Credit Facility resulting
from the consummation of the Acquisition and Merger and the execution and
delivery of this Agreement or any other document required pursuant to this
Agreement; provided, that this waiver shall only be effective during the Credit
Suisse Waiver Period.

         6. Each of the New Borrowers hereby agrees that by executing this
Agreement it shall become a Borrower party to the Credit Agreement and each
other applicable Loan Document as if a signatory thereto on the Closing Date of
the Credit Agreement, and each New Borrower shall comply with all of the terms,
covenants, conditions and agreements set forth in the Credit Agreement and each
applicable Loan Document and hereby makes each representation and warranty to be
made by the Borrowers under the Credit Agreement and each applicable Loan
Document, in each case set forth therein. Further, each New Borrower agrees that
it shall be jointly and severally liable with each Borrower for all Obligations
of any Borrower under the Credit Agreement or any other Loan Document regardless
of the date of such Obligation.

         7. Conditions. The effectiveness of this Agreement shall be conditioned
upon delivery to the Administrative Agent of the following items:

                  (a) Notes. CCA REIT and the New Borrowers shall issue and
         deliver to the Administrative Agent, in exchange for the Notes
         outstanding, separate new Notes, payable to each Lender in the amount
         of such Lender's Commitment Percentage or the Aggregate Commitment.

                  (b) Officer's Certificate. The Administrative Agent shall have
         received a certificate from the chief executive officer or chief
         financial officer of CCA REIT, 





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<PAGE>   4

         in form and substance reasonably satisfactory to the Administrative
         Agent, to the effect that all representations and warranties of the
         Borrowers contained in the Credit Agreement and the other Loan
         Documents are true, correct and complete in all material respects; that
         no Borrower is in violation of any of the covenants contained in the
         Credit Agreement and the other Loan Documents; that, after giving
         effect to the transactions contemplated by this Agreement, no Default
         or Event of Default has occurred and is continuing; and that each
         Borrower has satisfied each of the closing conditions hereof to be
         satisfied thereby.

                  (c) Secretary's Certificates. The Administrative Agent shall
         have received a certificate of the secretary or assistant secretary of
         each of CCA REIT and the New Borrowers certifying that (A) attached
         thereto is a true and complete copy of the certificate of incorporation
         or declaration of trust, as applicable, of such entity and all
         amendments thereto, certified as of a recent date by the appropriate
         Governmental Authority in its jurisdiction of incorporation; (B)
         attached thereto is a true and complete copy of the bylaws of such
         entity as in effect on the date of such certification; (C) attached
         thereto is a true and complete copy of resolutions duly adopted by the
         Board of Directors of such entity authorizing the transactions
         contemplated herein, the borrowings contemplated hereunder and the
         execution, delivery and performance of this Agreement and the other
         documents related thereto; and (D) as to the incumbency and genuineness
         of the signature of each officer of such entity executing this
         Agreement and the other documents related hereto.

                  (d) Certificates of Good Standing. The Administrative Agent
         shall have received short-form certificates as of a recent date of the
         good standing of each of CCA REIT and the New Borrowers under the laws
         of its jurisdiction of organization and such other jurisdictions
         requested by the Administrative Agent.

                  (e) Opinions of Counsel. The Administrative Agent shall have
         received favorable opinions of counsel to the Borrowers (including
         local counsel) addressed to the Administrative Agent and the Lenders
         with respect to such Persons and the Loan Documents, as modified by
         this agreement, reasonably satisfactory in form and substance to the
         administrative Agent and the Lenders.

                  (f) Credit Suisse Credit Facility Payoff. The Administrative
         Agent shall have received evidence, in form and substance satisfactory
         to the Administrative Agent that (i) USCC, Inc. shall have given
         irrevocable notice to Credit Suisse of its intention to pay off and
         terminate the Credit Suisse Credit Facility and (ii) funds sufficient
         to repay in full all outstanding obligations under the Credit Suisse
         Credit Facility have been deposited with a bank satisfactory to the
         Administrative Agent pursuant to an agreement, in form and substance
         satisfactory to the Administrative Agent, requiring (A) that such funds
         be used to pay in full and terminate the Credit Suisse Credit Facility
         upon the expiration of the prepayment notice period under the Credit
         Suisse Credit Facility and (B) upon such payment and termination all
         Liens securing such facility shall be released.







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                  (g) Fees. In order to compensate the Administrative Agent and
         the Lenders for their obligations hereunder, the Borrowers agrees to
         pay to the Administrative Agent and the Lenders existing at the time
         this Agreement becomes effective the fees set forth in that certain
         commitment letter agreement of even date herewith between CCA REIT and
         First Union National Bank.

                  (h) 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 Agreement, including
         without limitation, the reasonable fees and disbursements of counsel
         for the Administrative Agent.

         7. Representations and Warranties; No Default. By its execution hereof,
CCA REIT hereby certifies that each of the representations and warranties set
forth in the Credit Agreement and the other Loan Documents is true and correct
as of the date hereof as if fully set forth herein (other than representations
and warranties which speak as of a specific date pursuant to the Credit
Agreement, which representations and warranties shall have been true and correct
as of such specific dates) and that as of the date hereof no Default or Event of
Default has occurred and is continuing.

         8. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of North Carolina.

         9. Counterparts. This 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]




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

[SEAL]                                 CCA PRISON REALTY TRUST


                                       By:    /s/ Vida H. Carroll
                                              ----------------------------------
                                       Name:  Vida H. Carroll
                                              ----------------------------------
                                       Title: Secretary
                                              ----------------------------------


[CORPORATE SEAL]                       U.S. CORRECTIONS CORPORATION


                                       By     /s/ D. Robert Crants, III
                                              ----------------------------------
                                       Name:  D. Robert Crants, III
                                              ----------------------------------
                                       Title: President
                                              ----------------------------------


[CORPORATE SEAL]                       USCC, INC.


                                       By:    /s/ D. Robert Crants, III
                                              ----------------------------------
                                       Name:  D. Robert Crants, III
                                              ----------------------------------
                                       Title: President
                                              ----------------------------------


[CORPORATE SEAL]                       U.S. CORRECTIONS LEASING (NC)
                                       AVERY/MITCHELL FACILITY, INC.

                                       By:    /s/ D. Robert Crants, III
                                              ----------------------------------
                                       Name:  D. Robert Crants, III
                                              ----------------------------------
                                       Title: President
                                              ----------------------------------





                           [Signature Pages Continue]


                                       



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[CORPORATE SEAL]                       U.S. CORRECTIONS LEASING (NC)
                                       PAMLICO FACILITY, INC.


                                       By:    /s/ D. Robert Crants, III
                                              ----------------------------------
                                       Name:  D. Robert Crants, III
                                              ----------------------------------
                                       Title: President
                                              ----------------------------------


[CORPORATE SEAL]                       QUEENSGATE CORRECTIONAL
                                       CENTER, INC.


                                       By:    /s/ D. Robert Crants, III
                                              ----------------------------------
                                       Name:  D. Robert Crants, III
                                              ----------------------------------
                                       Title: President

[CORPORATE SEAL]                       PRISON REALTY MANAGEMENT, INC.


                                       By:    /s/ Vida H. Carroll
                                              ----------------------------------
                                       Name:  Vida H. Carroll
                                              ----------------------------------
                                       Title: Secretary
                                              ----------------------------------

 


                           [Signature Pages Continue]



                                       


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                                       FIRST UNION NATIONAL BANK (f/k/a
                                       First Union National Bank of Tennessee),
                                       as Administrative Agent and Lender


                                       By:    /s/ James Downes
                                              ----------------------------------
                                       Name:  James Downes
                                              ----------------------------------
                                       Title: Vice President
                                              ----------------------------------


                           [Signature Pages Continue]


                                       


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                                       SOUTHTRUST BANK, N.A., as Lender


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



                           [Signature Pages Continue]


                                       


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                                       AMSOUTH BANK, as Lender


                                       By:    /s/ Dan Andrews, Jr.
                                              ----------------------------------
                                       Name:  Dan Andrews, Jr.
                                              ----------------------------------
                                       Title: Senior Vice President
                                              ----------------------------------



                           [Signature Pages Continue]



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                                       CIBC INC., as Lender


                                       By:    /s/ Roger Colden
                                              ----------------------------------
                                       Name:  Roger Colden
                                              ----------------------------------
                                       Title: Executive Director
                                              ----------------------------------


                           [Signature Pages Continue]




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                                       COMERICA BANK, as Lender


                                       By:    /s/ Kristin L. Andersen
                                              ----------------------------------
                                       Name:  Kristin L. Andersen
                                              ----------------------------------
                                       Title: Account Officer
                                              ----------------------------------




                           [Signature Pages Continue]





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                                       FIRST TENNESSEE BANK, as Lender


                                       By:    /s/ Laurie D. Gilreath
                                              ----------------------------------
                                       Name:  Laurie D. Gilreath
                                              ----------------------------------
                                       Title: Vice President
                                              ----------------------------------




                           [Signature Pages Continue]



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                                       MERCANTILE BANK NATIONAL
                                       ASSOCIATION, as Lender


                                       By:    /s/ Donald A. Adam
                                              ----------------------------------
                                       Name:  Donald A. Adam
                                              ----------------------------------
                                       Title: Vice President
                                              ----------------------------------




                           [Signature Pages Continue]




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                                       UNION PLANTERS BANK, N.A.
                                       (formerly Union Planters National Bank),
                                       as Lender


                                       By:    /s/ Victoria E. Docauer
                                              ----------------------------------
                                       Name:  Victoria E. Docauer
                                              ----------------------------------
                                       Title: Vice President
                                              ----------------------------------





                           [Signature Pages Continue]




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                                       BANK HAPOALIM, B. M., as Lender


                                       By:    /s/ Frank McEntee
                                              ----------------------------------
                                       Name:  Frank McEntee
                                              ----------------------------------
                                       Title: Vice President/Controller
                                              ----------------------------------


                                       By:    /s/ Carl Kopfinger
                                              ----------------------------------
                                       Name:  Carl Kopfinger
                                              ----------------------------------
                                       Title: Vice President
                                              ----------------------------------



                           [Signature Pages Continue]





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                                       BANK OF SCOTLAND, as Lender


                                       By:    /s/ Annie Chin Tat
                                              ----------------------------------
                                       Name:  Annie Chin Tat
                                              ----------------------------------
                                       Title: Vice President
                                              ----------------------------------






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                                 SCHEDULE 1.1(B)

<TABLE>
<CAPTION>

                                                               Revolving               
                                                                 Credit                Commitment
Lender                                                         Commitment              Percentage
------                                                         ----------              ----------
<S>                                                           <C>                    <C>           
First Union National Bank of Tennessee                        $105,000,000            46.6666666667%
One First Union Center, TW-10
301 South College Street
Charlotte, North Carolina 28288-0608
Attn.:     Syndication Agency Services
           Telephone:  (704) 383-0281
           Telecopy:    (704) 383-0288

and

First Union National Bank of Tennessee
150 Fourth Avenue North
Nashville, Tennessee 37219
Attn.:     Tim Fouts
           Telephone:  (615) 251-9243
           Telecopy:    (615) 251-9461

SouthTrust Bank, National Association                         $ 20,000,000             8.8888888889%
420 North 20th Street
Birmingham, Alabama 35203
Attn.:     Jim Sloan
           Telephone:  (205) 254-5870
           Telecopy:    (205) 254-8270

AmSouth Bank                                                  $ 20,000,000             8.8888888889%
333 Union Street, #200
Nashville, Tennessee 37201
Attn.:     Dan Andrews
           Telephone:  (615) 291-5259
           Telecopy:    (615) 291-5257
</TABLE>






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<TABLE>
<CAPTION>

                                                               Revolving               
                                                                 Credit                Commitment
Lender                                                         Commitment              Percentage
------                                                         ----------              ----------
<S>                                                           <C>                    <C>           
CIBC Inc.                                                     $15,000,000            6.66666666667%
Two Paces West
2727 Paces Ferry Road, Ste. 1200
Atlanta, Georgia 30339
Attn.:     Roger Colden
           Telephone:  (770) 319-4902
           Telecopy:    (770) 319-4954

Comerica Bank                                                 $20,000,000            8.88888888889%
9th Floor MC 3280
500 Woodward Avenue
Detroit, Michigan 48226
Attn.:     Kristine L. Andersen
           Telephone:  (313) 222-3648
           Telecopy:    (313) 222-3330

First Tennessee Bank                                          $10,000,000             4.4444444444%
511 Union Street, 2nd Floor
Nashville, Tennessee 37219
Attn.:     Laurie D. Gilreath
           Telephone:  (615) 734-6216
           Telecopy:    (615) 734-6148

Mercantile Bank, National Association                         $10,000,000             4.4444444444%
721 Locust Street, TRAM 12-3
St. Louis, Missouri 63101
Attn.:     Donald A. Adam
           Telephone:  (314) 425-2420
           Telecopy:    (314) 425-3859

Union Planters Bank, N.A.                                     $10,000,000             4.4444444444%
(formerly Union Planters National Bank)
6200 Poplar Avenue, 4th Floor
Memphis, Tennessee 38119
Attn.:     Victoria E. Docauer
           Telephone:  (901) 580-5507
           Telecopy:    (901) 580-5451
</TABLE>



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<PAGE>   20



<TABLE>
<CAPTION>

                                                               Revolving               
                                                                 Credit                Commitment
Lender                                                         Commitment              Percentage
------                                                         ----------              ----------
<S>                                                           <C>                    <C>           
Bank Hapoalim, B.M.                                           $10,000,000            4.4444444444%
1515 Market Street
Philadelphia, Pennsylvania 19102
Attn.:     Ellen Frank
           Telephone:  (215) 665-2200
           Telecopy:    (215) 665-2217
</TABLE>



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<PAGE>   21






<TABLE>
<CAPTION>

                                                               Revolving               
                                                                 Credit                Commitment
Lender                                                         Commitment              Percentage
------                                                         ----------              ----------
<S>                                                           <C>                    <C>           
Bank of Scotland                                               $5,000,000             2.2222222222%
111 Riverside Avenue, Suite 230
Jacksonville, Florida 32202
Attn.:     Hugh Van Seaton
           Telephone:  (904) 353-7766
           Telecopy:    (904) 353-7833                         __________             _____________

Total                                                         $225,000,000                100%
                                                              ============
</TABLE>




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