EX-10.1






Exhibit
10.1




AMENDMENT NO. 1 TO CREDIT AGREEMENT




     This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) dated as of May 19, 2009,
is made among CORRECTIONS CORPORATION OF AMERICA, a Maryland corporation (the “Borrower”),
BANK OF AMERICA, N.A., in its capacity as administrative agent for the Lenders (as defined in the
Credit Agreement described below) (in such capacity, the “Administrative Agent”), and each
of the Lenders signatory hereto. Each capitalized term used and not otherwise defined in this
Amendment has the definition specified in the Credit Agreement described below.



RECITALS:




     A. The Borrower, the Administrative Agent and the Lenders have entered into that certain
Credit Agreement dated as of December 21, 2007 (as amended, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”), pursuant to which the Lenders have
made available to the Borrower a revolving credit facility.



     B. The Borrower has requested that the Administrative Agent and the Lenders amend certain
provisions of the Credit Agreement as more particularly set forth below.



     C. The Administrative Agent and the Lenders are willing to so amend the Credit Agreement on
the terms and conditions contained in this Amendment.



     In consideration of the premises and further valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as follows:




	1.	 	Amendments to Credit Agreement. Subject to the terms and conditions set forth
herein, and in reliance upon the representations and warranties of the Borrower made herein,
the Credit Agreement is amended as follows:







	 	(a)	 	Section 10.9(b) of the Credit Agreement is amended by inserting “(or any
Refinancing Indebtedness)” after “Senior Unsecured Note” in clause (A) of the proviso
thereof.

	 
	 	(b)	 	Section 10.10(a) of the Credit Agreement is deleted in its entirety and the
following is inserted in lieu thereof:

	 
	 	 	 	     (a) Enter into any Indebtedness (other than the Senior Unsecured Notes and any
Refinancing Indebtedness) that restricts, limits or otherwise encumbers its ability
to incur Liens on or with respect to any of its assets or properties as security for
the Obligations, other than the assets or properties securing such Indebtedness.

	 
	 	(c)	 	Section 10.10(b) of the Credit Agreement is amended by deleting the reference
to “(other than the Senior Unsecured Notes)” and inserting “(other than the Senior
Unsecured Notes and any Refinancing Indebtedness)” in lieu thereof.





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	2.	 	Effectiveness; Conditions Precedent. The effectiveness of this Amendment and the
amendments set forth herein shall not be effective until the satisfaction of each of the
following conditions precedent:







	 	(a)	 	The Administrative Agent shall have received one or more counterparts of this
Amendment, duly executed by the Borrower and the Required Lenders; and

	 
	 	(b)	 	All fees and expenses payable to the Administrative Agent and the Lenders
(including the fees and expenses of counsel to the Administrative Agent estimated to
date) shall have been paid in full (without prejudice to final settling of accounts
for such fees and expenses) or other arrangements satisfactory to the Administrative
Agent shall have been made for the payment of such items.







	3.	 	Representations and Warranties. In order to induce the Administrative Agent and
the Lenders to enter into this Amendment, the Borrower represents and warrants to the
Administrative Agent and such Lenders as follows:







	 	(a)	 	The representations and warranties made by it in Article VI of the Credit
Agreement and by each Credit Party in each of the Loan Documents to which such Credit
Party is a party are true and correct in all material respects on and as of the date
hereof, except to the extent that such representations and warranties expressly relate
to an earlier date, in which case such representations and warranties are true and
correct in all material respects as of such earlier date;

	 
	 	(b)	 	Since the date of the most recent financial reports of the Borrower and its
Subsidiaries delivered pursuant to Section 7.1 of the Credit Agreement, no act, event,
condition or circumstance has occurred or arisen which, singly or in the aggregate
with one or more other acts, events, occurrences or conditions (whenever occurring or
arising), has had or could reasonably be expected to have a Material Adverse Effect;

	 
	 	(c)	 	This Amendment has been duly authorized, executed and delivered by the
Borrower and constitutes a legal, valid and binding obligation of such Person, except
as may be limited by general principles of equity or by the effect of any applicable
bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’
rights generally; and

	 
	 	(d)	 	No Default or Event of Default has occurred and is continuing.





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	4.	 	Entire Agreement. This Amendment together with all the Loan Documents
(collectively, the “Relevant Documents”) set forth the entire understanding and
agreement of the parties hereto in relation to the subject matter hereof and supersede any
prior negotiations and agreements among the parties relating to such subject matter. No
promise, condition, representation or warranty, express or implied, not set forth in the
Relevant Documents shall bind any party hereto, and no such party has relied on any such
promise, condition, representation or warranty. Each of the parties hereto acknowledges
that, except as otherwise expressly stated in the Relevant Documents, no representations,
warranties or commitments, express or implied, have been made by any party to the other in
relation to the subject matter hereof or thereof. None of the terms or conditions of this
Amendment may be changed, modified, waived or canceled orally or otherwise, except in writing
and in accordance with Section 13.2 of the Credit Agreement.

	 
	5.	 	Full Force and Effect of Agreement. Except as hereby specifically amended,
modified or supplemented, the Credit Agreement and all other Loan Documents are hereby
confirmed and ratified in all respects and shall be and remain in full force and effect
according to their respective terms.

	 
	6.	 	Counterparts. This Amendment may be executed in any number of counterparts, each
of which shall be deemed an original as against any party whose signature appears thereon,
and all of which shall together constitute one and the same instrument. Delivery of an
executed counterpart of a signature page of this Amendment by telecopy shall be effective as
delivery of a manually executed counterpart of this Amendment.

	 
	7.	 	Governing Law; Jurisdiction, Etc. This Amendment shall in all respects be governed
by, and construed in accordance with, the laws of the State of New York, and shall be further
subject to the provisions of Section 13.5 of the Credit Agreement.

	 
	8.	 	Enforceability. Should any one or more of the provisions of this Amendment be
determined to be illegal or unenforceable as to one or more of the parties hereto, all other
provisions nevertheless shall remain effective and binding on the parties hereto.

	 
	9.	 	References. All references in any of the Loan Documents to the “Credit Agreement”
shall mean the Credit Agreement, as amended hereby.

	 
	10.	 	Consent and Confirmation of the Subsidiary Guarantors. Each of the Subsidiary
Guarantors hereby consents, acknowledges and agrees to the amendments set forth herein and
hereby confirms and ratifies in all respects the Subsidiary Guaranty Agreement (including
without limitation the continuation of each such Subsidiary Guarantor’s payment and
performance obligations thereunder upon and after the effectiveness of this Amendment and the
amendments contemplated hereby) and the enforceability of the Subsidiary Guaranty Agreement
against each Subsidiary Guarantor in accordance with its terms.





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	11.	 	Successors and Assigns. This Amendment shall be binding upon and inure to the
benefit of the Borrower, the Administrative Agent and each Lender, and their respective
successors and assignees to the extent such assignees are permitted assignees as provided in
Section 13.10 of the Credit Agreement.






[Signature pages follow.]




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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to Credit Agreement to
be made, executed and delivered by their duly authorized officers as of the day and year first
above written.



	 	 	 	 	 
	 

	 	BORROWER:
	 
	 	 	 	 
	 

	 	CORRECTIONS CORPORATION OF AMERICA
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Todd J Mullenger
	 

	 	 	 	 
	 

	 	 	 	Name: Todd J Mullenger

Title:   Executive Vice President

            and Chief Financial Officer
	 
	 	 	 	 
	 

	 	SUBSIDIARY GUARANTORS:
	 
	 	 	 	 
	 

	 	CCA OF TENNESSEE, LLC

CCA PROPERTIES OF AMERICA, LLC

CCA PROPERTIES OF ARIZONA, LLC

CCA PROPERTIES OF TENNESSEE, LLC

CCA WESTERN PROPERTIES, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Todd J Mullenger
	 

	 	 	 	 
	 

	 	 	 	Name: Todd J Mullenger

Title:   Executive Vice President

            and Chief Financial Officer
	 
	 	 	 	 
	 

	 	CCA INTERNATIONAL, INC.

PRISON REALTY MANAGEMENT, INC.

TECHNICAL AND BUSINESS INSTITUTE OF AMERICA, INC.

TRANSCOR AMERICA, LLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Todd J Mullenger
	 

	 	 	 	 
	 

	 	 	 	Name: Todd J Mullenger

Title:   Executive Vice President, Chief

            Financial Officer and Treasurer
	 
	 	 	 	 
	 

	 	CCA HEALTH SERVICES, LLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Todd J Mullenger
	 

	 	 	 	 
	 

	 	 	 	Name: Todd J Mullenger

Title:   Chief Financial Officer and Treasurer






Amendment No. 1 to Credit Agreement

Signature Page





 









 








	 	 	 	 	 
	 

	 	ADMINISTRATIVE AGENT:
	 
	 	 	 	 
	 

	 	BANK OF AMERICA, N.A.,

as Administrative Agent
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Roberto Salazar
	 

	 	 	 	 
	 

	 	 	 	Name: Roberto Salazar

Title:   Assistant Vice President






Amendment No. 1 to Credit Agreement

Signature Page






 









 








	 	 	 	 	 
	 

	 	LENDERS:
	 

	 

	 	BANK OF AMERICA, N.A., as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Barbara P. Levy
	 

	 	 	 	 
	 

	 	 	 	Name: Barbara P. Levy

Title:   Senior Vice President






Amendment No. 1 to Credit Agreement

Signature Page






 









 








	 	 	 	 	 
	 

	 	JPMORGAN CHASE BANK, N.A., as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Robert L. Mendoza
	 

	 	 	 	 
	 

	 	 	 	Name: Robert L. Mendoza

Title:   Vice President






Amendment No. 1 to Credit Agreement

Signature Page






 









 








	 	 	 	 	 
	 

	 	RAYMOND JAMES BANK FSB, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Joseph A. Ciccolini
	 

	 	 	 	 
	 

	 	 	 	Name: Joseph A. Ciccolini

Title:   Vice President — Senior Corporate Banker






Amendment No. 1 to Credit Agreement

Signature Page






 









 








	 	 	 	 	 
	 

	 	SUNTRUST BANK, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Robert Maddox
	 

	 	 	 	 
	 

	 	 	 	Name: Robert Maddox

Title:   Director






Amendment No. 1 to Credit Agreement

Signature Page






 









 








	 	 	 	 	 
	 

	 	BRANCH BANKING AND TRUST COMPANY,

as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ R. Andrew Beam
	 

	 	 	 	 
	 

	 	 	 	Name: R. Andrew Beam

Title:   Senior Vice President






Amendment No. 1 to Credit Agreement

Signature Page