EX-4.1






Exhibit 4.1




FOURTH SUPPLEMENTAL INDENTURE




     FOURTH SUPPLEMENTAL INDENTURE (“Fourth Supplemental Indenture”), dated as of May 2, 2009,
among Corrections Corporation of America, a Maryland corporation (the “Company”), the Guarantors
identified on the signature pages hereto (the “Guarantors”) and U.S. Bank National Association, as
trustee (the “Trustee”).



W I T N E S S E T H




     WHEREAS, the Company, the Guarantors and the Trustee have entered into an Indenture, dated as
of May 7, 2003 (the “Base Indenture”), and a Supplemental Indenture thereto, dated as of May 7,
2003 (the “Supplemental Indenture” and, together with the Base Indenture and as amended by the
First Supplement, dated as of August 8, 2003, to the Supplemental Indenture and the Second
Supplement, dated as of August 8, 2003, to the Supplemental Indenture, by the Second Supplemental
Indenture dated as of December 31, 2004, and a Third Supplemental Indenture dated as of May 14,
2009, the “Original Indenture”), governing the Company’s 7 1/2% Senior Notes due 2011 (the
“Notes”);



     WHEREAS, under Section 9.02 of the Original Indenture, the Company, the Guarantors and the
Trustee may amend the Original Indenture with the consent of the Holders of at least a majority in
principal amount of Notes then outstanding voting as a single class pursuant to the terms set forth
therein; and



     WHEREAS, Holders of a majority in principal amount of Notes outstanding voting as a single
class have consented to the amendments set forth herein in connection with the tender offer and
consent solicitation of the Company commencing on May 19, 2009, with respect to the Notes (the
“Tender Offer”); and



     WHEREAS, the Company and the Guarantors desire to enter into this Fourth Supplemental
Indenture on the date set forth above for the purpose of making the amendments set forth herein,
which amendments will become operative as set forth in Section 4 herein;



     WHEREAS, all other conditions and requirements necessary to make this Fourth Supplemental
Indenture a valid, binding and legal instrument enforceable in accordance with its terms have been
performed and fulfilled by the parties hereto, and the execution and delivery thereof have been in
all respects duly authorized by the parties hereto.



     NOW, THEREFORE, for and in consideration of the foregoing premises, it is mutually covenanted
and agreed, for the equal and proportionate benefit of all Holders of the Notes, as follows:



     1. DEFINITIONS. For all purposes of the Original Indenture and this Fourth Supplemental
Indenture, except as otherwise expressly provided or unless the context otherwise requires:




     (a) References. The terms “herein,” “hereof” and other words of similar import
refer to the Original Indenture and this Fourth Supplemental Indenture as a whole and not to
any particular article, section or other subdivision; and




     (b) Capitalized Terms. All capitalized terms used in this Fourth Supplemental
Indenture but not defined herein shall have the meanings assigned to such terms in the
Original Indenture.



 









 





     2. ELIMINATION AND AMENDMENT OF CERTAIN DEFINED TERMS IN ARTICLE I OF THE ORIGINAL INDENTURE.
From and as of the Operational Time (as defined in Section 4(b) of this Fourth Supplemental
Indenture), any defined terms appearing in Article I of the Original Indenture or elsewhere in the
Original Indenture, and all references thereto, that are used solely in the sections, subsections
or provisions of the Original Indenture deleted from the Original Indenture by virtue of Section 3
of this Fourth Supplemental Indenture shall be deleted in their entireties from Section 1.01 of the
Original Indenture.



     3. AMENDMENT OF CERTAIN PROVISIONS OF ARTICLES 3, 4, 5 AND 6 AND OTHER RELATED PROVISIONS OF
THE ORIGINAL INDENTURE.




     (a) Amendment of Section 3.09 of the Original Indenture. From and as of the
Operational Time (as defined in Section 4(b) of this Fourth Supplemental Indenture), Section
3.09 of the Original Indenture shall be amended by deleting such section in its entirety,
together with any references thereto in the Original Indenture.




     (b) Amendment of Article 4 of Original Indenture. From and as of the
Operational Time (as defined in Section 4(b) of this Fourth Supplemental Indenture), Article
4 of the Original Indenture shall be amended by deleting Sections 4.03, 4.04, 4.05, 4.06,
4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.18 and 4.19 in their entireties,
together with any references thereto in the Original Indenture.




     (c) Amendment of Section 5.01 of Original Indenture. From and as of the
Operational Time (as defined in Section 4(b) of this Fourth Supplemental Indenture), Section
5.01 of the Original Indenture shall be amended by




	 	(i)	 	Adding “and” after “;” at the end of clause (2);

	 
	 	(ii)	 	Deleting “; and” at the end of clause (3) and substituting “.” therefor;
and

	 
	 	(iii)	 	Deleting clause (4) in its entirety.







     (d) Amendment of Article 6 of the Original Indenture. From and as of the
Operational Time, Article 6 of the Original Indenture shall be amended by: (i) deleting
Sections 6.01 (3), (4), (5), (6), (7), (8) and (9) in their entireties, together with any
references thereto in the Original Indenture; (ii) adding “and” after “;” at the end of
Section 6.01(1); and (iii) deleting ”;” at the end of Section 6.01(2) and substituting “.”
therefor.




     (e) Amendment of Additional Provisions of Original Indenture. From and as of
the Operational Time, any and all additional provisions of the Original Indenture shall be
deemed amended to reflect the intentions of the amendments provided for in this Section 3
and elsewhere herein.



     4. EFFECT OF FOURTH SUPPLEMENTAL INDENTURE; OPERATION OF AMENDMENTS.




     (a) Effect of Fourth Supplemental Indenture. In accordance with Section 9.04 of
the Original Indenture, upon the execution of this Fourth Supplemental Indenture, the
Original Indenture shall be modified in accordance herewith, and this Fourth Supplemental
Indenture shall form a part of the Original Indenture for all purposes; and every Holder of
the Notes heretofore authenticated and delivered under the Original Indenture shall be
bound hereby. Except as



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modified by this Fourth Supplemental Indenture, the Original Indenture and the Notes,
and the rights of the Holders of the Notes thereunder, shall remain unchanged and in full
force and effect.




     (b) Operation of Amendments. The provisions of this Fourth Supplemental
Indenture shall not become operative until the date and time (such date and time, the
“Operational Time”) the Company notifies (in writing) U.S. Bank National Association, as
depositary for the Notes under the Tender Offer (the “Depositary”), that the Company has
purchased Notes tendered and not withdrawn pursuant to the Tender Offer. In the event the
Company notifies (in writing) the Depositary that it has withdrawn or terminated the Tender
Offer prior to the Operational Time, this Fourth Supplemental Indenture shall be terminated
and be of no force or effect and the Original Indenture shall not be modified hereby. The
Company shall promptly notify the Trustee in writing of any notice it gives to the
Depositary.



     5. MATTERS CONCERNING THE TRUSTEE. The Trustee accepts the trusts of the Original Indenture,
as amended and supplemented by this Fourth Supplemental Indenture, and agrees to perform the same,
but only upon the terms and conditions set forth in the Original Indenture, as amended and
supplemented by this Fourth Supplemental Indenture, to which the parties hereto and the Holders
from time to time of the Notes agree and, except as expressly set forth in the Original Indenture,
as amended and supplemented by this Fourth Supplemental Indenture, shall incur no liability or
responsibility in respect thereof. Without limiting the generality of the foregoing, the recitals
contained herein shall be taken as the statements of the Company, and the Trustee assumes no
responsibility for their correctness, and the Trustee makes no representation as to the validity or
sufficiency of this Fourth Supplemental Indenture or any consents thereto.



     6. RATIFICATION AND CONFIRMATION OF THE ORIGINAL INDENTURE. Except as expressly amended
hereby, the Original Indenture is in all respects ratified and confirmed and all the terms,
provisions and conditions thereof shall be and remain in full force and effect.



     7. MISCELLANEOUS.




     (a) Binding Effect. All agreements of the Company in this Fourth Supplemental
Indenture shall be binding upon the Company’s successors. All agreements of the Trustee in
this Fourth Supplemental Indenture shall be binding upon its successors.




     (b) Governing Law. This Fourth Supplemental Indenture shall be deemed to be a
contract made under the laws of the State of New York and for all purposes shall be governed
by and construed in accordance with the laws of the State of New York.




     (c) Conflict with Trust Indenture Act of 1939. If and to the extent that any
provision of this Fourth Supplemental Indenture limits, qualifies or conflicts with the
duties imposed by Sections 310-317 of the Trust Indenture Act of 1939, as amended (the
“Trust Indenture Act”), by operation of Section 318(c) of the Trust Indenture Act, the
imposed duties shall control.




     (d) Headings for Convenience of Reference. The titles and headings of the
sections of this Fourth Supplemental Indenture have been inserted for convenience of
reference only, are not to be considered a part hereof and shall in no way modify or
restrict any of the terms or provisions hereof.




     (e) Counterparts. This Fourth Supplemental Indenture may be executed in any
number of counterparts, each of which so executed shall be deemed to be an original, but
such counterparts shall constitute but one and the same agreement.



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     (f) Severability. In case any provision of this Fourth Supplemental Indenture
shall be determined to be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions hereof or of the Original Indenture shall not in
any way be affected or impaired thereby.




     (g) Effect Upon Original Indenture. This Fourth Supplemental Indenture shall
form a part of Original Indenture for all purposes, and every holder of Notes heretofore or
hereafter authenticated and delivered shall be bound hereby.



(signature page follows)




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     IN WITNESS WHEREOF, the Company and the Trustee have caused this Fourth Supplemental Indenture
to be duly executed by their respective officers thereunto duly authorized and their respective
corporate seals, duly attested, to be hereunto affixed all as of the day and the year first above
written.



	 	 	 	 	 	 	 
	 

	 	COMPANY:
	 
	 	 	 	 	 	 
	 

	 	CORRECTIONS CORPORATION OF AMERICA
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Todd J Mullenger
	 

	 	 	 	 
	Attest:

	 	 	 	Name: Todd J Mullenger
	 
/s/ John D. Ferguson

	 	 	 	Title:   Executive Vice President, Chief

            Financial Officer and Treasurer
	 
	 
	 	 	 	 	 	 
	 

	 	GUARANTORS:
	 
	 	 	 	 	 	 
	 

	 	CCA HEALTH SERVICES, LLC

CCA INTERNATIONAL, INC.

CCA OF TENNESSEE, LLC

CCA PROPERTIES OF AMERICA, LLC

CCA PROPERTIES OF ARIZONA, LLC

CCA PROPERTIES OF TENNESSEE, LLC

CCA WESTERN PROPERTIES, 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:   Chief Financial Officer
	 
	 	 	 	 	 	 
	 

	 	U. S. BANK NATIONAL ASSOCIATION
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Sam Soltani
	 

	 	 	 	 
	 

	 	 	 	Name:	 	Sam Soltani
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Officer