Ex-10.3






Exhibit 10.3




SECOND SUPPLEMENTAL INDENTURE




     SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of December 31,
2004, among the subsidiaries listed on Schedule I attached hereto (each a “Guaranteeing
Subsidiary”), all subsidiaries of Corrections Corporation of America (or its permitted successor),
a Maryland corporation (the “Company”), the Company, the other Guarantors (as defined in the
Indenture referred to herein) and U.S. Bank National Association, as trustee under the indenture
referred to below (the “Trustee”).



W I T N E S S E T H




     WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture dated
as of May 7, 2003, as amended and supplemented by the supplemental indenture dated as of May 7,
2003 and as supplemented by the first supplement to the supplemental indenture and the second
supplement to the supplemental indenture, each dated August 8, 2003 (the “Indenture”) providing for
the issuance of the Company’s 7 1/2% Senior Notes due 2011 (the “Notes”);



     WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary
shall execute and deliver to the Trustee a supplemental indenture pursuant to which the
Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the
Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and



     WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and
deliver this Second Supplemental Indenture.



     NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the
Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes
as follows:



     1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have
the meanings assigned to them in the Indenture.



     2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees as follows:




     (a) Along with all Guarantors named in the Indenture, to jointly and
severally Guarantee to each Holder of a Note authenticated and delivered by the Trustee and
to the Trustee and its successors and assigns, the Notes or the obligations of the Company
hereunder or thereunder, that:




     (i) the principal of, and premium, if any, and interest on the Notes
will be promptly paid in full when due, whether at maturity, by acceleration,
redemption or otherwise, and interest on the overdue principal of and interest on
the Notes, if any, if lawful, and all other obligations of the Company to the
Holders or the Trustee hereunder or thereunder will be promptly paid in full or
performed, all in accordance with the terms hereof and thereof; and




     (ii) in case of any extension of time of payment or renewal of any
Notes or any of such other obligations, that same will be promptly paid in full when
due or performed in accordance with the terms of the extension or renewal, whether
at stated



 









 





maturity, by acceleration or otherwise. Failing payment when due of any amount
so guaranteed or any performance so guaranteed for whatever reason, the Guarantors
shall be jointly and severally obligated to pay the same immediately.




     (b) The obligations hereunder shall be unconditional, irrespective of the
validity, regularity or enforceability of the Notes or the Indenture, the absence of any
action to enforce the same, any waiver or consent by any Holder of the Notes with respect to
any provisions hereof or thereof, the recovery of any judgment against the Company, any
action to enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a Guarantor.




     (c) The following is hereby waived: diligence, presentment, demand of
payment, filing of claims with a court in the event of insolvency or bankruptcy of the
Company, any right to require a proceeding first against the Company, protest, notice and
all demands whatsoever.




     (d) This Note Guarantee shall not be discharged except by complete
performance of the obligations contained in the Notes and the Indenture, and the
Guaranteeing Subsidiary accepts all obligations of a Guarantor under the Indenture.




     (e) If any Holder or the Trustee is required by any court or otherwise to
return to the Company, the Guarantors, or any custodian, trustee, liquidator or other
similar official acting in relation to either the Company or the Guarantors, any amount paid
by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore
discharged, shall be reinstated in full force and effect.




     (f) The Guaranteeing Subsidiary shall not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed hereby until
payment in full of all obligations guaranteed hereby.




     (g) As between the Guarantors, on the one hand, and the Holders and the
Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be
accelerated as provided in Article 6 of the Indenture for the purposes of this Note
Guarantee, notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any
declaration of acceleration of such obligations as provided in Article 6 of the Indenture,
such obligations (whether or not due and payable) shall forthwith become due and payable by
the Guarantors for the purpose of this Note Guarantee.




     (h) The Guarantors shall have the right to seek contribution from any
non-paying Guarantor so long as the exercise of such right does not impair the rights of the
Holders under the Note Guarantee.




     (i) Pursuant to Section 10.02 of the Indenture, after giving effect to any
maximum amount and all other contingent and fixed liabilities that are relevant under any
applicable Bankruptcy or fraudulent conveyance laws, and after giving effect to any
collections from, rights to receive contribution from or payments made by or on behalf of
any other Guarantor in respect of the obligations of such other Guarantor under Article 10
of the Indenture, this new Note Guarantee shall be limited to the maximum amount permissible
such that the obligations of such Guarantor under this Note Guarantee will not constitute a
fraudulent transfer or conveyance.



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     3. EXECUTION AND DELIVERY. Each Guaranteeing Subsidiary agrees that the Note
Guarantees shall remain in full force and effect notwithstanding any failure to endorse on each
Note a notation of such Note Guarantee.



     4. GUARANTEEING SUBSIDIARY MAY CONSOLIDATE, ETC. ON CERTAIN TERMS.




     (a) The Guaranteeing Subsidiary may not sell or otherwise dispose of all
substantially all of its assets to, or consolidate with or merge with or into (whether or
not such Guarantor is the surviving Person) another Person, other than the Company or
another Guarantor unless:




     (i) immediately after giving effect to such transaction, no Default
or Event of Default exists; and




     (ii) either (A) subject to Sections 10.04 and 10.05 of the Indenture,
the Person acquiring the property in any such sale or disposition or the Person
formed by or surviving any such consolidation or merger unconditionally assumes all
the obligations of that Guarantor, pursuant to a supplemental indenture in form and
substance reasonably satisfactory to the Trustee, under the Notes, the Indenture and
the Note Guarantee on the terms set forth herein or therein; or (B) the Net Proceeds
of such sale or other disposition are applied in accordance with the applicable
provisions of the Indenture, including without limitation, Section 4.10 thereof.




     (b) In case of any such consolidation, merger, sale or conveyance and upon
the assumption by the successor Person, by supplemental indenture, executed and delivered to
the Trustee and satisfactory in form to the Trustee, of the Note Guarantee endorsed upon the
Notes and the due and punctual performance of all of the covenants and conditions of the
Indenture to be performed by the Guarantor, such successor Person shall succeed to and be
substituted for the Guarantor with the same effect as if it had been named herein as a
Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note
Guarantees to be endorsed upon all of the Notes issuable under the Indenture which
theretofore shall not have been signed by the Company and delivered to the Trustee. All the
Note Guarantees so issued shall in all respects have the same legal rank and benefit under
the Indenture as the Note Guarantees theretofore and thereafter issued in accordance with
the terms of the Indenture as though all of such Note Guarantees had been issued at the date
of the execution hereof.




     (c) Except as set forth in Articles 4 and 5 and Section 10.05 of Article 10
of the Indenture, and notwithstanding clauses (a) and (b) above, nothing contained in the
Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor
with or into the Company or another Guarantor, or shall prevent any sale or conveyance of
the property of a Guarantor as an entirety or substantially as an entirety to the Company or
another Guarantor.



     5. RELEASES.




     (a) In the event of any sale or other disposition of all or substantially all
of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or
other disposition of all of the capital stock of any Guarantor, in each case to a Person
that is not (either before or after giving effect to such transaction) a Restricted
Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition,
by way of merger, consolidation or otherwise, of all of



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the capital stock of such Guarantor) or the corporation acquiring the property (in the
event of a sale or other disposition of all or substantially all of the assets of such
Guarantor) will be released and relieved of any obligations under its Note Guarantee;
provided that the Net Proceeds of such sale or other disposition are applied in accordance
with the applicable provisions of the Indenture, including without limitation Section 4.10
of the Indenture. Upon delivery by the Company to the Trustee of an Officers’ Certificate
and an Opinion of Counsel to the effect that such sale or other disposition was made by the
Company in accordance with the provisions of the Indenture, including without limitation
Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required
in order to evidence the release of any Guarantor from its obligations under its Note
Guarantee.




     (b) Any Guarantor not released from its obligations under its Note Guarantee
shall remain liable for the full amount of principal of and interest on the Notes and for
the other obligations of any Guarantor under the Indenture as provided in Article 10 of the
Indenture.



     6. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer,
employee, incorporator, stockholder or agent of the Guaranteeing Subsidiary, as such, shall have
any liability for any obligations of the Company or any Guaranteeing Subsidiary under the Notes,
any Note Guarantees, the Indenture or this Second Supplemental Indenture or for any claim based on,
in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by
accepting a Note waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities
under the federal securities laws and it is the view of the SEC that such a waiver is against
public policy.



     7. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN
AND BE USED TO CONSTRUE THIS SECOND SUPPLEMENTAL INDENTURE BUT WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.



     8. COUNTERPARTS. The parties may sign any number of copies of this Second
Supplemental Indenture. Each signed copy shall be an original, but all of them together represent
the same agreement.



     9. EFFECT OF HEADINGS. The Section headings herein are for convenience only and
shall not affect the construction hereof.



     10. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for
or in respect of the validity or sufficiency of this Second Supplemental Indenture or for or in
respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing
Subsidiary and the Company.



[The following page is the signature page.]





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     IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be
duly executed and attested, all as of the date first above written.


Dated: December 31, 2004



	 	 	 	 	 
	 	GUARANTEEING SUBSIDIARIES:



CCA OF TENNESSEE, LLC

CCA WESTERN PROPERTIES, INC.

 	 
	 	By:  	/s/ Todd J Mullenger
 	 
	 	 	Name:  	Todd J Mullenger 	 
	 	 	Title:  	Vice President, Treasurer 	 
	 



	 	 	 	 	 
	 	COMPANY:



CORRECTIONS CORPORATION OF AMERICA

 	 
	 	By:  	/s/ Todd J Mullenger
 	 
	 	 	Name:  	Todd J Mullenger 	 
	 	 	Title:  	Vice President, Treasurer 	 
	 



	 	 	 	 	 
	 	GUARANTORS:



CCA INTERNATIONAL, INC.

CCA PROPERTIES OF AMERICA, LLC

CCA PROPERTIES OF ARIZONA, LLC

CCA PROPERTIES OF TENNESSEE, LLC

CCA PROPERTIES OF TEXAS, L.P.

PRISON REALTY MANAGEMENT, INC.

TECHNICAL AND BUSINESS INSTITUTE OF
    AMERICA, INC.

TRANSCOR AMERICA, LLC

 	 
	 	By:  	/s/ Todd J Mullenger
 	 
	 	 	Name:  	Todd J Mullenger 	 
	 	 	Title:  	Vice President, Treasurer 	 
	 



	 	 	 	 	 
	 	TRUSTEE:



U.S. BANK NATIONAL ASSOCIATION

as Trustee

 	 
	 	By:  	/s/ George Davison
 	 
	 	 	Name:  	George Davison 	 
	 	 	Title:  	Officer 	 



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Schedule I





	 	1.	 	CCA of Tennessee, LLC (Tennessee) (successor by statutory conversion to CCA of Tennessee,
Inc.)
	 
	 	2.	 	CCA Western Properties, Inc. (Delaware)