EX-4.2






Exhibit 4.2




 





CORRECTIONS CORPORATION OF AMERICA




AND EACH OF THE GUARANTORS NAMED HEREIN




 






SECOND SUPPLEMENTAL INDENTURE




Dated as of June 3, 2009




73/4% SENIOR NOTES DUE 2017




 






U.S. BANK NATIONAL ASSOCIATION




Trustee




 






 







 









 








CROSS-REFERENCE TABLE*




	 	 	 
	Trust Indenture Act Section	 	Indenture Section
	310 (a)(1)
	 	7.10
	(a)(2)
	 	7.10
	(a)(3)
	 	N.A.
	(a)(4)
	 	N.A.
	(a)(5)
	 	7.10
	(b)
	 	7.10
	(c)
	 	N.A.
	311 (a)
	 	7.11
	(b)
	 	7.11
	(c)
	 	N.A.
	312 (a)
	 	2.05
	(b)
	 	12.03
	(c)
	 	12.03
	313 (a)
	 	7.06
	(b)(2)
	 	7.06; 7.07
	(c)
	 	7.06; 12.02
	(d)
	 	7.06
	314 (a)
	 	4.03; 12.02; 12.05
	(c)(1)
	 	12.04
	(c)(2)
	 	12.04
	(c)(3)
	 	N.A.
	(e)
	 	12.05
	(f)
	 	N.A.
	315 (a)
	 	7.01
	(b)
	 	7.05; 12.02
	(c)
	 	7.01
	(d)
	 	7.01
	(e)
	 	6.11
	316 (a)(last sentence)
	 	2.09
	(a)(1)(A)
	 	6.05
	(a)(1)(B)
	 	6.04
	(a)(2)
	 	N.A.
	(b)
	 	6.07
	(c)
	 	2.12
	317 (a)(1)
	 	6.08
	(a)(2)
	 	6.09
	(b)
	 	2.04
	318 (a)
	 	12.01
	(b)
	 	N.A.
	(c)
	 	12.01








 




			
	 	 	N.A. means not applicable.
	 
	*	 	This Cross-Reference Table is not part of the Indenture.




 









 










TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE 1

	DEFINITIONS AND INCORPORATION BY REFERENCE

	 
	 	 	 	 
	Section 1.01. Definitions
	 	 	1	 
	Section 1.02. Other Definitions
	 	 	18	 
	Section 1.03. Incorporation by Reference of Trust Indenture Act
	 	 	18	 
	Section 1.04. Rules of Construction
	 	 	18	 
	 
	 	 	 	 
	ARTICLE 2

	THE NOTES

	 
	 	 	 	 
	Section 2.01. Form and Dating
	 	 	19	 
	Section 2.02. Execution and Authentication
	 	 	19	 
	Section 2.03. Registrar and Paying Agent
	 	 	19	 
	Section 2.04. Paying Agent to Hold Money in Trust
	 	 	20	 
	Section 2.05. Holder Lists
	 	 	20	 
	Section 2.06. Transfer and Exchange
	 	 	20	 
	Section 2.07. Replacement Notes
	 	 	23	 
	Section 2.08. Outstanding Notes
	 	 	23	 
	Section 2.09. Treasury Notes
	 	 	24	 
	Section 2.10. Temporary Notes
	 	 	24	 
	Section 2.11. Cancellation
	 	 	24	 
	Section 2.12. Defaulted Interest
	 	 	24	 
	 
	 	 	 	 
	ARTICLE 3

	REDEMPTION AND PREPAYMENT

	 
	 	 	 	 
	Section 3.01. Notices to Trustee
	 	 	25	 
	Section 3.02. Selection of Notes to Be Redeemed or Purchased
	 	 	25	 
	Section 3.03. Notice of Redemption
	 	 	25	 
	Section 3.04. Effect of Notice of Redemption
	 	 	26	 
	Section 3.05. Deposit of Redemption or Purchase Price
	 	 	26	 
	Section 3.06. Notes Redeemed or Purchased in Part
	 	 	26	 
	Section 3.07. Optional Redemption
	 	 	26	 
	Section 3.08. Mandatory Redemption
	 	 	27	 
	Section 3.09. Offer to Purchase by Application of Excess Proceeds
	 	 	27	 
	 
	 	 	 	 
	ARTICLE 4

	COVENANTS

	 
	 	 	 	 
	Section 4.01. Payment of Notes
	 	 	28	 
	Section 4.02. Maintenance of Office or Agency
	 	 	29	 
	Section 4.03. Reports
	 	 	29	 
	Section 4.04. Compliance Certificate
	 	 	30	 
	Section 4.05. Taxes
	 	 	30	 
	Section 4.06. Stay, Extension and Usury Laws
	 	 	30	 
	Section 4.07. Changes in Covenants when Notes Rated Investment Grade
	 	 	30	 
	Section 4.08. Restricted Payments
	 	 	31	 
	Section 4.09. Dividend and Other Payment Restrictions Affecting Subsidiaries
	 	 	33	 
	Section 4.10. Incurrence of Indebtedness and Issuance of Preferred Stock
	 	 	35	 






-i-









 






	 	 	 	 	 
	 	 	Page
	Section 4.11. Asset Sales
	 	 	37	 
	Section 4.12. Transactions with Affiliates
	 	 	38	 
	Section 4.13. Liens
	 	 	39	 
	Section 4.14. Business Activities
	 	 	39	 
	Section 4.15. Corporate Existence
	 	 	39	 
	Section 4.16. Offer to Repurchase upon Change of Control
	 	 	40	 
	Section 4.17. Limitation on Sale and Leaseback Transactions
	 	 	41	 
	Section 4.18. Payments for Consent
	 	 	41	 
	Section 4.19. Additional Subsidiary Guarantees
	 	 	41	 
	Section 4.20. Designation of Restricted and Unrestricted Subsidiaries
	 	 	42	 
	 
	 	 	 	 
	ARTICLE 5

	SUCCESSORS

	 
	 	 	 	 
	Section 5.01. Merger, Consolidation, or Sale of Assets
	 	 	42	 
	Section 5.02. Successor Corporation Substituted
	 	 	43	 
	 
	 	 	 	 
	ARTICLE 6

	DEFAULTS AND REMEDIES

	 
	 	 	 	 
	Section 6.01. Events of Default
	 	 	43	 
	Section 6.02. Acceleration
	 	 	44	 
	Section 6.03. Other Remedies
	 	 	44	 
	Section 6.04. Waiver of Past Defaults
	 	 	45	 
	Section 6.05. Control by Majority
	 	 	45	 
	Section 6.06. Limitation on Suits
	 	 	45	 
	Section 6.07. Rights of Holders of Notes to Receive Payment
	 	 	45	 
	Section 6.08. Collection Suit by Trustee
	 	 	45	 
	Section 6.09. Trustee May File Proofs of Claim
	 	 	45	 
	Section 6.10. Priorities
	 	 	46	 
	Section 6.11. Undertaking for Costs
	 	 	46	 
	 
	 	 	 	 
	ARTICLE 7

	TRUSTEE

	Section 7.01. Duties of Trustee
	 	 	46	 
	Section 7.02. Rights of Trustee
	 	 	47	 
	Section 7.03. Individual Rights of Trustee
	 	 	48	 
	Section 7.04. Trustee’s Disclaimer
	 	 	48	 
	Section 7.05. Notice of Defaults
	 	 	48	 
	Section 7.06. Reports by Trustee to Holders of the Notes
	 	 	48	 
	Section 7.07. Compensation and Indemnity
	 	 	48	 
	Section 7.08. Replacement of Trustee
	 	 	49	 
	Section 7.09. Successor Trustee by Merger, etc.
	 	 	50	 
	Section 7.10. Eligibility; Disqualification
	 	 	50	 
	Section 7.11. Preferential Collection of Claims Against Company
	 	 	50	 
	 
	 	 	 	 
	ARTICLE 8

	LEGAL DEFEASANCE AND COVENANT DEFEASANCE

	 
	 	 	 	 
	Section 8.01. Option to Effect Legal Defeasance or Covenant Defeasance
	 	 	50	 
	Section 8.02. Legal Defeasance and Discharge
	 	 	50	 
	Section 8.03. Covenant Defeasance
	 	 	51	 
	Section 8.04. Conditions to Legal or Covenant Defeasance
	 	 	51	 






-ii-









 






	 	 	 	 	 
	 	 	Page
	Section 8.05. Deposited Money and Government Securities to be Held in Trust; Other
Miscellaneous Provisions
	 	 	52	 
	Section 8.06. Repayment to Company
	 	 	52	 
	Section 8.07. Reinstatement
	 	 	53	 
	 
	 	 	 	 
	ARTICLE 9

	AMENDMENT, SUPPLEMENT AND WAIVER

	 
	 	 	 	 
	Section 9.01. Without Consent of Holders of Notes
	 	 	53	 
	Section 9.02. With Consent of Holders of Notes
	 	 	54	 
	Section 9.03. Compliance with Trust Indenture Act
	 	 	55	 
	Section 9.04. Revocation and Effect of Consents
	 	 	55	 
	Section 9.05. Notation on or Exchange of Notes
	 	 	55	 
	Section 9.06. Trustee to Sign Amendments, etc.
	 	 	55	 
	 
	 	 	 	 
	ARTICLE 10

	SUBSIDIARY GUARANTEES

	 
	 	 	 	 
	Section 10.01. Guarantee
	 	 	55	 
	Section 10.02. Limitation on Guarantor Liability
	 	 	56	 
	Section 10.03. Execution and Delivery of Subsidiary Guarantee
	 	 	56	 
	Section 10.04. Guarantors May Consolidate, etc., on Certain Terms
	 	 	57	 
	Section 10.05. Releases Following Sale of Assets
	 	 	57	 
	 
	 	 	 	 
	ARTICLE 11

	SATISFACTION AND DISCHARGE

	 
	 	 	 	 
	Section 11.01. Satisfaction and Discharge
	 	 	58	 
	Section 11.02. Application of Trust Money
	 	 	59	 
	 
	 	 	 	 
	ARTICLE 12

	MISCELLANEOUS

	 
	 	 	 	 
	Section 12.01. Trust Indenture Act Controls
	 	 	59	 
	Section 12.02. Notices
	 	 	59	 
	Section 12.03. Communication by Holders of Notes with Other Holders of Notes
	 	 	60	 
	Section 12.04. Certificate and Opinion as to Conditions Precedent
	 	 	60	 
	Section 12.05. Statements Required in Certificate or Opinion
	 	 	60	 
	Section 12.06. Rules by Trustee and Agents
	 	 	61	 
	Section 12.07. No Personal Liability of Directors, Officers, Employees and Stockholders
	 	 	61	 
	Section 12.08. Governing Law
	 	 	61	 
	Section 12.09. No Adverse Interpretation of Other Agreements
	 	 	61	 
	Section 12.10. Successors
	 	 	61	 
	Section 12.11. Severability
	 	 	61	 
	Section 12.12. Counterpart Originals
	 	 	61	 
	Section 12.13. Table of Contents, Headings, etc.
	 	 	61	 
	 
	 	 	 	 
	EXHIBITS
	 	 	 	 
	 
	 	 	 	 
	Exhibit A FORM OF NOTE
	 	 	 	 
	Exhibit B FORM OF NOTATION OF GUARANTEE
	 	 	 	 
	Exhibit C FORM OF SUPPLEMENTAL INDENTURE
	 	 	 	 






-iii-









 






     SECOND SUPPLEMENTAL INDENTURE dated as of June 3, 2009 among Corrections Corporation of
America, a Maryland corporation, the Guarantors (as defined herein) and U.S. Bank National
Association, as Trustee.



     WHEREAS, the Company, the Guarantors and the Trustee have entered into a Base Indenture, dated
as of January 23, 2006 (the “Base Indenture”);



     WHEREAS, Sections 2.01, 2.02 and 9.01 of the Base Indenture provide, among other things, that
the Company, the Guarantors and the Trustee may enter into a supplemental indenture to the Base
Indenture for, among other things, the purpose of establishing the designation, form, terms and
provisions of Securities (as defined in the Base Indenture) of any Series (as defined in the Base
Indenture) as permitted by Sections 2.01, 2.02 and 9.01 of the Base Indenture;



     WHEREAS, clause (7) of Section 9.01 of the Base Indenture provides that the Company, the
Guarantors and the Trustee may enter into a supplemental indenture changing or eliminating any
provision of the Base Indenture; provided, that any such change shall become effective only when
there is no Security Outstanding (as defined in the Base Indenture);



     WHEREAS, the Company desires to establish and issue a new Series (as defined in the Base
Indenture) of the Company’s 73/4% Senior Notes due 2017 pursuant to the Base Indenture, as modified
by this Second Supplemental Indenture; and



     WHEREAS, the Company and the Guarantors desire to enter into a supplemental indenture pursuant
to Sections 2.01, 2.02 and 9.01 of the Base Indenture to establish the designation, form, terms and
provisions of the Notes and to make deletions, modifications and additions to the Base Indenture
pertaining to the Notes, as contemplated by Sections 2.01, 2.02 and 9.01 of the Base Indenture;



     NOW, THEREFORE, in consideration of the foregoing, the parties hereto, for the benefit of each
other and for the equal and proportionate benefit of all Persons who hereafter become Holders (as
defined herein) of Notes, hereby enter into this Second Supplemental Indenture, which amends,
modifies, supplements and restates (as applicable) the Base Indenture with respect to (and only
with respect to) the Notes, as follows:



ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE




     Section 1.01. Definitions.



     “Acquired Debt” means, with respect to any specified Person:




     (1) Indebtedness of any other Person existing at the time such other Person is merged
with or into or became a Subsidiary of such specified Person, whether or not such
Indebtedness is incurred in connection with, or in contemplation of, such other Person
merging with or into, or becoming a Subsidiary of, such specified Person; and




     (2) Indebtedness secured by a Lien encumbering any asset acquired by such specified
Person.



     “Additional Notes” means any Notes (other than the Initial Notes) issued under this
Indenture in accordance with Sections 2.02 and 4.10 hereof, as part of the same Series (as defined
in the Base Indenture) as the Initial Notes.



     “Affiliate” of any specified Person means any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with such specified Person.
For purposes of this definition, “control,” as used with respect to any Person, means the
possession, directly or indirectly, of the power to direct or cause the direction of the management
or policies of such Person, whether through the ownership of voting securities, by



 









 







agreement or otherwise; provided that beneficial ownership of 10% or more of the Voting Stock
of a Person will be deemed to be control. For purposes of this definition, the terms
“controlling,” “controlled by” and “under common control with” have correlative meanings.



     “Agent” means any Registrar, co-registrar, Paying Agent or additional paying agent.



     “Applicable Procedures” means, with respect to any transfer or exchange of or for
beneficial interests in any Global Note, the rules and procedures of the Depositary that apply to
such transfer or exchange.



     “Asset Sale” means:




     (1) the sale, lease, conveyance or other disposition of any assets or rights of the
Company and/or any Restricted Subsidiary, other than sales of inventory in the ordinary
course of business consistent with past practices; provided that the sale, conveyance or
other disposition of all or substantially all of the assets of the Company and its
Restricted Subsidiaries taken as a whole will be governed by Sections 4.16 and 5.01 hereof
and not by the provisions of Section 4.11 hereof; and




     (2) the issuance of Equity Interests in any of the Company’s Restricted Subsidiaries or
the sale of Equity Interests in any of its Subsidiaries.




Notwithstanding the preceding, the following items will not be deemed to be Asset Sales:




     (1) any single transaction or series of related transactions that involves the sale of
assets or the issuance or sale of Equity Interests of a Restricted Subsidiary having a fair
market value of less than $10.0 million;




     (2) a transfer of assets between or among the Company and its Restricted Subsidiaries;




     (3) an issuance of Equity Interests by a Restricted Subsidiary to the Company or to
another Restricted Subsidiary;




     (4) the sale or lease of equipment, inventory, accounts receivable or other assets in
the ordinary course of business;




     (5) the sale or other disposition of cash or Cash Equivalents; and




     (6) a Permitted Investment or a Restricted Payment that is permitted by Section 4.08
hereof.



     “Asset Swap” means an exchange of assets other than cash, Cash Equivalents or Equity
Interests of the Company or any Subsidiary by the Company or a Restricted Subsidiary of the Company
for:




     (1) one or more Permitted Businesses;




     (2) a controlling equity interest in any Person whose assets consist primarily of one
or more Permitted Businesses; and/or




     (3) one or more real estate properties.



     “Attributable Debt” in respect of a Sale and Leaseback Transaction means, at the time
of determination, the present value of the obligation of the lessee for net rental payments during
the remaining term of the lease included in such Sale and Leaseback Transaction including any
period for which such lease has been extended or may, at the option of the lessor, be extended.
Such present value shall be calculated using a discount rate equal to the rate of interest implicit
in such transaction, determined in accordance with GAAP.



-2-









 





     “Auction Rate Securities” means any debt instruments with a long-term nominal maturity
for which the interest rate is reset through a “dutch auction” process with interest on such
Auction Rate Securities being paid at the end of each such auction period; provided, however, that
such Auction Rate Securities shall have, at the time of purchase, one of the two highest rating
categories obtainable from either Moody’s or S&P.



     “Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the
relief of debtors.



     “Base Indenture” has the meaning set forth in the recitals hereto.



     “Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5
under the Exchange Act, except that in calculating the beneficial ownership of any particular
“person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be
deemed to have beneficial ownership of all securities that such “person” has the right to acquire
by conversion or exercise of other securities, whether such right is currently exercisable or is
exercisable only upon the occurrence of a subsequent condition. The terms “Beneficially Owns” and
“Beneficially Owned” have a corresponding meaning.



     “Board of Directors” means:




     (1) with respect to a corporation, the board of directors of the corporation;




     (2) with respect to a partnership, the board of directors of the general partner of the
partnership; and




     (3) with respect to any other Person, the board or committee of such Person serving a
similar function.



     “Business Day” means any day other than a Legal Holiday.



     “Capital Lease Obligation” means, at the time any determination is to be made, the
amount of the liability in respect of a capital lease that would at that time be required to be
capitalized on a balance sheet in accordance with GAAP.



     “Capital Stock” means:




     (1) in the case of a corporation, corporate stock;




     (2) in the case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate stock;




     (3) in the case of a partnership or limited liability company, partnership or
membership interests (whether general or limited); and




     (4) any other interest or participation that confers on a Person the right to receive a
share of the profits and losses of, or distributions of assets of, the issuing Person.



     “Cash Equivalents” means:




     (1) United States dollars;




     (2) Government Securities having maturities of not more than one year from the date of
acquisition;




     (3) readily marketable direct obligations issued by any state of the United States of
America or any political subdivision thereof having one of the two highest rating categories
obtainable from either Moody’s or S&P with maturities of 12 months or less from the date of
acquisition;



-3-









 






     (4) Auction Rate Securities;




     (5) certificates of deposit and eurodollar time deposits with maturities of six months
or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one
year and overnight bank deposits, in each case, with any lender party to the Credit
Agreement or with any domestic commercial bank having capital and surplus in excess of
$500.0 million and a Thomson BankWatch Rating of “B” or better;




     (6) repurchase obligations with a term of not more than seven days for underlying
securities of the types described in clauses (2) and (3) above entered into with any
financial institution meeting the qualifications specified in clause (3) above;




     (7) commercial paper having the highest rating obtainable from Moody’s or S&P and in
each case maturing within one year after the date of acquisition; and




     (8) money market funds at least 95% of the assets of which constitute Cash Equivalents
of the kinds described in clauses (1) through (7) of this definition.



     “Change of Control” means the occurrence of any of the following:




     (1) the direct or indirect sale, transfer, conveyance or other disposition (other than
by way of merger or consolidation), in one or a series of related transactions, of all or
substantially all of the properties or assets of the Company and its Restricted
Subsidiaries, taken as a whole, to any “person” (as that term is used in Section 13(d)(3) of
the Exchange Act);




     (2) the approval by the holders of the Voting Stock of the Company of a plan relating
to the liquidation or dissolution of the Company or if no such approval is required the
adoption of a plan relating to the liquidation or dissolution of the Company by its Board of
Directors;




     (3) the consummation of any transaction (including, without limitation, any merger or
consolidation) the result of which is that any “person” (as that term is used in Section
13(d)(3) of the Exchange Act) becomes the Beneficial Owner, directly or indirectly, of more
than 50% of the Voting Stock of the Company;




     (4) the Company consolidates with, or merges with or into, any Person, or any Person
consolidates with, or merges with or into, the Company, in any such event pursuant to a
transaction in which any of the outstanding Voting Stock of the Company or such other Person
is converted into or exchanged for cash, securities or other property, other than any such
transaction where the Voting Stock of the Company outstanding immediately prior to such
transaction is converted into or exchanged for Voting Stock (other than Disqualified Stock)
of the surviving or transferee Person constituting 45% or more of the outstanding shares of
such Voting Stock of such surviving or transferee Person (immediately after giving effect to
such issuance); or




     (5) the first day on which a majority of the members of the Board of Directors of the
Company are not Continuing Directors.



     “Company” means Corrections Corporation of America, a Maryland corporation, and any
and all successors thereto.



     “Consolidated Cash Flow” means, with respect to any specified Person for any period,
the Consolidated Net Income of such Person for such period plus:




     (1) an amount equal to any extraordinary loss plus any net loss realized by such Person
or any of its Restricted Subsidiaries in connection with an Asset Sale, to the extent such
losses were deducted in computing such Consolidated Net Income; plus



-4-









 






     (2) provision for taxes based on income or profits of such Person and its Restricted
Subsidiaries for such period, to the extent that such provision for taxes was deducted in
computing such Consolidated Net Income; plus




     (3) consolidated interest expense of such Person and its Restricted Subsidiaries for
such period, whether paid or accrued and whether or not capitalized (including, without
limitation, amortization of debt issuance costs and original issue discount, non-cash
interest payments, the interest component of any deferred payment obligations, the interest
component of all payments associated with Capital Lease Obligations, imputed interest with
respect to Attributable Debt, commissions, discounts and other fees and charges incurred in
respect of letter of credit or bankers’ acceptance financings, and net of the effect of all
payments made or received pursuant to Hedging Obligations), to the extent that any such
expense was deducted in computing such Consolidated Net Income; plus




     (4) depreciation, amortization (including amortization of intangibles but excluding
amortization of prepaid cash expenses that were paid in a prior period) and other non-cash
expenses (excluding any such non-cash expense to the extent that it represents an accrual of
or reserve for cash expenses in any future period or amortization of a prepaid cash expense
that was paid in a prior period) of such Person and its Restricted Subsidiaries for such
period to the extent that such depreciation, amortization and other non-cash expenses were
deducted in computing such Consolidated Net Income; minus




     (5) non-cash items increasing such Consolidated Net Income for such period, other than
the accrual of revenue in the ordinary course of business,


in each case, on a consolidated basis and determined in accordance with GAAP.




     “Consolidated Net Income” means, with respect to any specified Person for any period,
the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on
a consolidated basis, determined in accordance with GAAP; provided that:




     (1) the Net Income (but not loss) of any Person that is not a Restricted Subsidiary or
that is accounted for by the equity method of accounting will be included only to the extent
of the amount of dividends or distributions paid in cash to the specified Person or a
Restricted Subsidiary of the Person;




     (2) the Net Income of any Restricted Subsidiary will be excluded to the extent that the
declaration or payment of dividends or similar distributions by that Restricted Subsidiary
of that Net Income is not at the date of determination permitted without any prior
governmental approval (that has not been obtained) or, directly or indirectly, by operation
of the terms of its charter or any agreement, instrument, judgment, decree, order, statute,
rule or governmental regulation applicable to that Restricted Subsidiary or its
stockholders;




     (3) the Net Income of any Person acquired in a pooling of interests transaction for any
period prior to the date of such acquisition will be excluded;




     (4) the cumulative effect of a change in accounting principles will be excluded; and




     (5) the Net Income or loss of any Unrestricted Subsidiary will be excluded, whether or
not distributed to the specified Person or one of its Subsidiaries.



     “Consolidated Tangible Assets” means the total assets, less goodwill and other
intangibles, shown on the Company’s most recent consolidated balance sheet, determined on a
consolidated basis in accordance with GAAP, less all write-ups (other than write-ups in connection
with acquisitions) subsequent to the Issue Date in the book value of any asset (except any such
intangible assets) owned by the Company or any of the Company’s Restricted Subsidiaries.



-5-









 





     “Continuing Directors” means, as of any date of determination, any member of the Board
of Directors of the Company who:




     (1) was a member of such Board of Directors on the Issue Date; or




     (2) was nominated for election or elected to such Board of Directors with the approval
of a majority of the Continuing Directors who were members of such Board at the time of such
nomination or election.



     “Corporate Trust Office of the Trustee” will be at the address of the Trustee
specified in Section 12.02 hereof or such other address as to which the Trustee may give notice to
the Company.



     “Credit Agreement” means the credit agreement, dated as of December 21, 2007, as
amended by Amendment No. 1 dated as of May 19, 2009, by and among the Company, Bank of America,
N.A., as administrative agent, and certain lenders and other parties thereto, and any related
notes, guarantees, collateral documents, instruments and agreements executed in connection
therewith, and in each case as amended (and/or amended and restated), modified, renewed, refunded,
replaced or refinanced from time to time, in whole or in part, with the same or different lenders
(including, without limitation, any amendment, amendment and restatement, modification, renewal,
refunding, replacement or refinancing that increases the maximum amount of the loans made or to be
made thereunder).



     “Credit Facilities” means one or more debt facilities (including, without limitation,
the Credit Agreement) or commercial paper facilities, in each case with banks or other
institutional lenders providing for revolving credit loans, term loans, receivables financing
(including through the sale of receivables to such lenders or to special purpose entities formed to
borrow from such lenders against such receivables) or letters of credit, in each case, as amended
(and/or amended and restated), restated, modified, renewed, refunded, replaced (whether upon or
after termination or otherwise) or refinanced (including by means of sales of debt securities to
institutional investors) in whole or in part from time to time.



     “Custodian” means the Trustee, as custodian with respect to the Notes in global form,
or any successor entity thereto.



     “Default” means any event that is, or with the passage of time or the giving of notice
or both would be, an Event of Default.



     “Definitive Note” means a certificated Note registered in the name of the Holder
thereof and issued in accordance with Section 2.06 hereof, substantially in the form of Exhibit A
hereto except that such Note shall not bear the Global Note Legend and shall not have the “Schedule
of Exchanges of Interests in the Global Note” attached thereto.



     “Depositary” means, with respect to the Notes issuable or issued in whole or in part
in global form, the Person specified in Section 2.03 hereof as the Depositary with respect to the
Notes, and any and all successors thereto appointed as depositary hereunder and having become such
pursuant to the applicable provision of this Indenture.



     “Designated Assets” means those correctional facilities owned by the Company that are
located in San Diego, California; Walsenburg, Colorado; Nichols, Georgia; Alamo, Georgia; Tutwiler,
Mississippi; Shelby, Montana; Cushing, Oklahoma; Holdenville, Oklahoma; Washington, DC; and
Whiteville, Tennessee and such other correctional facilities acquired by the Company after March 8,
2005, in each case so long as, and to the extent that, the Company or a Restricted Subsidiary has
granted an option to purchase such facility (or provided for the reversion of the Company’s
ownership interest in all or a portion of such facility) pursuant to a Designated Asset Contract.



     “Designated Asset Contract” means each of the following contracts pursuant to which
the Company has granted (a) an option to purchase a Designated Asset for the Designated Asset Value
or (b) a right of reversion of all or a portion of the Company’s ownership in such Designated
Assets, in each case as in effect on the Issue Date: Standard Form Lease Agreement, East Mesa
Detention Facility, dated October 30, 1997, between the County of San Diego and the Company; Lease
Agreement, dated April 30, 1996, between Huerfano County and the
Company; Re-



-6-









 







quest for Proposal Number 0467-019-955259 Issued on Behalf of the Georgia Department of
Corrections re: Bid of Private Prisons in Coffee and Wheeler Counties; Contract No.
467-019-955259-1, dated July 24, 1997, between the Georgia Department of Corrections and the
Company; Contract No. 467-019-955259-2, dated July 24, 1997, between the Georgia Department of
Corrections and the Company; Agreement, dated October 6, 1998, between the Tallahatchie County
Correctional Authority and the Company, as amended by that certain Amendment No. 1 to Agreement
dated May 18, 2000, between the Tallahatchie County Correctional Authority and the Company;
Contract for Facility Development—Design, Build, dated July 22, 1998, between the Montana
Department of Corrections and the Company; Contractual Agreement, dated July 1, 2004, between the
State of Oklahoma Department of Corrections and the Company; Correctional Services Contract, dated
July 1, 2004, between the State of Oklahoma Department of Corrections and the Company; Contract,
dated February 25, 1986, between the Tennessee Department of Finance and Administration and the
Company; Lease Agreement, dated January 1997, between the District of Columbia and the Company;
Incarceration Agreement, dated October 21, 2002, between the State of Tennessee, Department of
Correction and Hardeman County, Tennessee and the related Contract for the Lease of Whiteville
Correctional Facility, dated October 9, 2002, between Hardeman County, Tennessee and the Company;
and any contract entered into after March 8, 2005 under which the Company has granted (a) an option
to purchase a Designated Asset for the Designated Asset Value or (b) a right of reversion of all or
a portion of the Company’s ownership in such Designated Assets; provided, however, that such
contract is entered into in the ordinary course of business, is consistent with past practices and
is preceded by a resolution of the Board of Directors of the Company set forth in an Officers’
Certificate certifying that such contract has been approved by a majority of the members of the
Board of Directors and the option to purchase or right to reversion in such contract is on terms
the Board of Directors has determined to be reasonable and in the best interest of the Company.



     “Designated Asset Value” means the aggregate consideration specified in a Designated
Asset Contract to be received by the Company upon the exercise of an option to acquire a Designated
Asset pursuant to the terms of a Designated Asset Contract.



     “Designated Non-Cash Consideration” means the fair market value of total consideration
received by the Company or any of the Company’s Restricted Subsidiaries in connection with an Asset
Sale that is so designated as Designated Non-Cash Consideration pursuant to an Officers’
Certificate, setting forth the basis of such valuation, executed by the Company’s principal
executive officer or principal financial officer, less the amount of cash or Cash Equivalents
received in connection with the Asset Sale; provided, however, that if the Designated Non-Cash
Consideration is in the form of Indebtedness the total amount of such Designated Non-Cash
Consideration outstanding at one time shall not exceed the greater of $15.0 million or 2.5% of
Consolidated Tangible Assets.



     “Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of
any security into which it is convertible, or for which it is exchangeable, in each case at the
option of the holder of the Capital Stock), or upon the happening of any event, matures or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the
option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91
days after the date on which the Notes mature. Notwithstanding the preceding sentence, any Capital
Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have
the right to require the Company to repurchase such Capital Stock upon the occurrence of a change
of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital
Stock provide that the Company may not repurchase or redeem any such Capital Stock pursuant to such
provisions unless such repurchase or redemption complies with Section 4.08 hereof.



     “Domestic Subsidiary” means any Restricted Subsidiary of the Company that was formed
under the laws of the United States or any state of the United States (but not the laws of Puerto
Rico) or the District of Columbia or that guarantees or otherwise provides direct credit support
for any Indebtedness of the Company.



     “Equity Interests” means Capital Stock and all warrants, options or other rights to
acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable
for, Capital Stock).



     “Equity Offering” means an offering by a Person of its Equity Interests (other than
Disqualified Stock) however designated and whether voting or non-voting, and any and all rights,
warrants or options to acquire such Equity Interests (other than Disqualified Stock).



-7-









 





     “Exchange Act” means the Securities Exchange Act of 1934, as amended.



     “Existing 6.75% Notes Indenture” means the indenture, dated as of January 23, 2006,
among the Company, the guarantors named therein and U.S. Bank National Association, as trustee, as
supplemented by the first supplemental indenture, dated as of January 23, 2006, among the Company,
the guarantors named therein and U.S. Bank National Association, as trustee.



     “Existing 61/4% Notes Indenture” means the indenture, dated as of March 23, 2005, among
the Company, the guarantors named therein and U.S. Bank National Association, as trustee.



     “Existing 71/2% Notes Indenture” means the supplemental indenture, dated as of May 7,
2003, among the Company, the guarantors named therein and U.S. Bank National Association, as
trustee, amending and supplementing an indenture, dated as of May 7, 2003, and as amended and
supplemented by a first supplement, dated as of August 8, 2003, a second supplement, dated as of
August 8, 2003, a second supplemental indenture, dated as of December 31, 2004, and a third
supplemental indenture, dated as of May 14, 2009.



     “Existing Indebtedness” means the Indebtedness of the Company and its Restricted
Subsidiaries (other than Indebtedness under the Credit Agreement) in existence on the Issue Date,
until such amounts are repaid.



     “Event of Default” means any event that is described in Section 6.01



     “Fixed Charge Coverage Ratio” means with respect to any specified Person for any
period, the ratio of the Consolidated Cash Flow of such Person for such period to the Fixed Charges
of such Person for such period. In the event that the specified Person or any of its Restricted
Subsidiaries incurs, assumes, Guarantees, repays, repurchases or redeems any Indebtedness (other
than ordinary working capital borrowings) or issues, repurchases or redeems preferred stock
subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being
calculated and on or prior to the date on which the event for which the calculation of the Fixed
Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage
Ratio will be calculated giving pro forma effect to such incurrence, assumption, Guarantee,
repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of
preferred stock, and the use of the proceeds therefrom as if the same had occurred at the beginning
of the applicable four-quarter reference period.



     In addition, for purposes of calculating the Fixed Charge Coverage Ratio:




     (1) acquisitions that have been made by the specified Person or any of its Restricted
Subsidiaries, including through mergers or consolidations and including any related
financing transactions, during the four-quarter reference period or subsequent to such
reference period and on or prior to the Calculation Date will be given pro forma effect as
if they had occurred on the first day of the four-quarter reference period and Consolidated
Cash Flow for such reference period will be calculated without giving effect to clause (3)
of the proviso set forth in the definition of Consolidated Net Income;




     (2) the Consolidated Cash Flow attributable to discontinued operations, as determined
in accordance with GAAP, and operations or businesses disposed of prior to the Calculation
Date, will be excluded; and




     (3) the Fixed Charges attributable to discontinued operations, as determined in
accordance with GAAP, and operations or businesses disposed of prior to the Calculation
Date, will be excluded, but only to the extent that the obligations giving rise to such
Fixed Charges will not be obligations of the specified Person or any of its Restricted
Subsidiaries following the Calculation Date.



     For purposes of making the computations referred to above, the pro forma change in
Consolidated Cash Flow projected by the Company in good faith as a result of reasonably
identifiable and factually supportable cost savings and costs, as the case may be, expected to be
realized during the consecutive four-quarter period commencing after such acquisition or
transaction (the “Savings Period”) will be included in such calculation for any reference
period that includes any of the Savings Period; provided that any such pro forma change to such
Consolidated Cash



-8-









 







Flow will be without duplication for cost savings and costs actually realized and already
included in such Consolidated Cash Flow. If since the beginning of such period any Person (that
subsequently became a Restricted Subsidiary or was merged with or into the Company or any
Restricted Subsidiary since the beginning of such period) will have made any Investment,
acquisition, disposition, merger, consolidation or discontinued operation that would have required
adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio will be calculated
giving pro forma effect thereto for such period as if such Investment, acquisition, disposition,
merger, consolidation or discontinued operation had occurred at the beginning of the applicable
four-quarter period.



     “Fixed Charges” means, with respect to any specified Person for any period, the sum,
without duplication, of:




     (1) the consolidated interest expense of such Person and its Restricted Subsidiaries
for such period, whether paid or accrued, including, without limitation, the interest
component of any deferred payment obligations, the interest component of all payments
associated with Capital Lease Obligations, imputed interest with respect to Attributable
Debt, commissions, discounts and other fees and charges incurred in respect of letters of
credit or bankers’ acceptance financings, and net of the effect of all payments made or
received pursuant to Hedging Obligations, but excluding amortization of debt issuance costs
and original issue discount and other non-cash interest payments; plus




     (2) the consolidated interest of such Person and its Restricted Subsidiaries that was
capitalized during such period; plus



     (3) any interest expense on Indebtedness of another Person that is Guaranteed by such
Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person
or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon;
plus




     (4) the product of (a) all dividends, whether paid or accrued and whether or not in
cash, on any series of preferred stock of such Person or any of its Restricted Subsidiaries,
other than (i) dividends on Equity Interests payable in Equity Interests of the Company
(other than Disqualified Stock) or (ii) dividends to the Company or a Restricted Subsidiary
of the Company, times (b) a fraction, the numerator of which is one and the denominator of
which is one minus the then current combined federal, state and local effective cash tax
rate of such Person, expressed as a decimal,


in each case, on a consolidated basis and in accordance with GAAP.




     “GAAP” means generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such other entity as have been approved by a significant segment of the
accounting profession as amended and/or modified from time to time.



     “Global Note Legend” means the legend set forth in Section 2.06(g)(2) hereof, which is
required to be placed on all Global Notes issued under this Indenture.



     “Global Notes” means, individually and collectively, each of the Global Notes,
substantially in the form of Exhibit A hereto, issued in accordance with Section 2.01 hereof.



     “Government Securities” means securities issued or directly and fully guaranteed or
insured by the United States government or any agency or instrumentality of the United States
government (provided that the full faith and credit of the United States is pledged in support of
those securities).



     “Guarantee” means a guarantee other than by endorsement of negotiable instruments for
collection or deposit in the ordinary course of business, direct or indirect, in any manner
including, without limitation, by way of a pledge of assets or through letters of credit or
reimbursement agreements in respect thereof, of all or any part of any Indebtedness, but not any
Indebtedness of the Company under the Forward Delivery Deficits Agreement, dated as of September
25, 1997, by and between the Company and Wachovia Bank, National Association (formerly known as



-9-









 







First Union National Bank), as trustee, or under the Debt Service Deficits Agreement, dated as
of January 1, 1997, by and between the Company and Hardeman County Correctional Facilities
Corporation, each as in effect on the Issue Date, provided that and for so long as such
Indebtedness is not required to be classified as debt of the Company or any Restricted Subsidiary
pursuant to GAAP.



     “Guarantors” means each of:




     (1) the guarantors listed on the signature pages hereto; and




     (2) any other Subsidiary that executes a Subsidiary Guarantee in accordance with the
provisions of this Indenture;


and their respective successors and assigns.




     “Hedging Obligations” means, with respect to any specified Person, the obligations of
such Person under:




     (1) interest rate swap agreements, interest rate cap agreements and interest rate
collar agreements; and




     (2) other agreements or arrangements designed to protect such Person against
fluctuations in interest rates.



     “Holder” means any Person in whose name a Note is registered.



     “Indebtedness” means, with respect to any specified Person, any indebtedness of such
Person, whether or not contingent:




     (1) in respect of borrowed money;




     (2) evidenced by bonds, notes, debentures or similar instruments or letters of credit
(or reimbursement agreements in respect thereof);




     (3) in respect of banker’s acceptances;




     (4) representing Capital Lease Obligations;




     (5) representing the balance deferred and unpaid of the purchase price of any property,
except any such balance that constitutes an accrued expense or trade payable; or




     (6) representing any Hedging Obligations,


if and to the extent any of the preceding items (other than letters of credit and Hedging
Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in
accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others
secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed
by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified
Person of any indebtedness of any other Person.




     The amount of any Indebtedness outstanding as of any date will be:




     (1) the accreted value of the Indebtedness, in the case of any Indebtedness issued with
original issue discount;




     (2) the principal amount of the Indebtedness, together with any interest on the
Indebtedness that is more than 30 days past due, in the case of any other Indebtedness; and



-10-









 






     (3) with respect to Hedging Obligations, the amount of Indebtedness required to be
recorded as a liability in accordance with GAAP.



     “Indenture” means the Base Indenture, as amended and supplemented by this Second
Supplemental Indenture and one or more supplemental indentures thereto applicable to the Notes, if
any.



     “Indirect Participant” means a Person who holds a beneficial interest in a Global Note
through a Participant.



     “Initial Notes” means the first $465.0 million aggregate principal amount of Notes
issued under this Indenture on the Issue Date.



     “Investments” means with respect to any Person, all direct or indirect investments by
such Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or
other obligations), advances or capital contributions (excluding commission, travel and similar
advances to officers and employees made in the ordinary course of business), purchases or other
acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with
all items that are or would be classified as investments on a balance sheet prepared in accordance
with GAAP and include the designation of a Restricted Subsidiary as an Unrestricted Subsidiary. If
the Company or any Subsidiary of the Company sells or otherwise disposes of any Equity Interests of
any direct or indirect Subsidiary of the Company such that, after giving effect to any such sale or
disposition, such Person is no longer a Subsidiary of the Company, the Company shall be deemed to
have made an Investment on the date of any such sale or disposition equal to the fair market value
of the Equity Interests of such Subsidiary not sold or disposed of in an amount determined as
provided in the final paragraph of Section 4.08 hereof. The acquisition by the Company or any
Subsidiary of the Company of a Person that holds an Investment in a third Person shall be deemed to
be an Investment by the Company or such Subsidiary in such third Person in an amount equal to the
fair market value of the Investment held by the acquired Person in such third Person in an amount
determined as provided in the final paragraph of Section 4.08 hereof.



     “Issue Date” means June 3, 2009.



     “Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in
the City of New York or in Boston, Massachusetts or at a place of payment are authorized by law,
regulation or executive order to remain closed. If a payment date is a Legal Holiday at a place of
payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday,
and no interest shall accrue on such payment for the intervening period.



     “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security
interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or
otherwise perfected under applicable law, including any conditional sale or other title retention
agreement, any lease in the nature thereof, any option or other agreement to sell or give a
security interest in and any filing of or agreement to give any financing statement under the
Uniform Commercial Code (or equivalent statutes) of any jurisdiction.



     “Moody’s” means Moody’s Investors Service, Inc.



     “Net Income” means, with respect to any specified Person for any period, the net
income (loss) of such Person, determined in accordance with GAAP and before any reduction in
respect of preferred stock dividends, excluding, however:




     (1) any gain or loss, together with any related provision for taxes on such gain or
loss, realized in connection with: (a) any Asset Sale; or (b) the disposition of any
securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any
Indebtedness of such Person or any of its Restricted Subsidiaries;




     (2) any extraordinary gain or loss, together with any related provision for taxes on
such extraordinary gain or loss;



-11-









 






     (3) any loss resulting from impairment of goodwill recorded on the consolidated
financial statement of a Person pursuant to SFAS No. 142 “Goodwill and Other Intangible
Assets”;




     (4) any loss resulting from the change in fair value of a derivative financial
instrument pursuant to SFAS No. 133 “Accounting for Derivative Instruments and Hedging
Activities”; and




     (5) amortization of debt issuance costs.



     “Net Proceeds” means the aggregate cash proceeds received by the Company or any of its
Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash or
Cash Equivalents received upon the sale or other disposition of any non-cash consideration,
including Designated Non-Cash Consideration deemed to be cash pursuant to and in compliance with
Section 4.11 hereof), net of the direct costs relating to such Asset Sale, including, without
limitation, legal, accounting and investment banking fees, and sales commissions, and any
relocation expenses incurred as a result of the Asset Sale, taxes paid or payable as a result of
the Asset Sale, in each case, after taking into account any available tax credits or deductions and
any tax sharing arrangements, and amounts required to be applied to the repayment of Indebtedness,
other than Indebtedness under a Credit Facility, secured by a Lien on the asset or assets that were
the subject of such Asset Sale and any reserve for adjustment in respect of the sale price of such
asset or assets established in accordance with GAAP.



     “Non-Recourse Debt” means Indebtedness:




     (1) as to which neither the Company nor any of its Restricted Subsidiaries (a) provides
credit support of any kind (including any undertaking, agreement or instrument that would
constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise,
or (c) constitutes the lender;




     (2) no default with respect to which (including any rights that the holders of the
Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would
permit upon notice, lapse of time or both any holder of any other Indebtedness of the
Company or any of its Restricted Subsidiaries to declare a default on such other
Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to
its Stated Maturity; and




     (3) as to which the lenders have been notified in writing that they will not have any
recourse to the stock or assets of the Company or any of its Restricted Subsidiaries.



     “Notes” means the Initial Notes and the Additional Notes, if any. The Initial Notes
and any Additional Notes shall be treated as a single class for all purposes under this Indenture,
and unless the context otherwise requires, all references to the Notes shall include the Initial
Notes and any Additional Notes.



     “Obligations” means any principal, interest, penalties, fees, indemnifications,
reimbursements, damages and other liabilities payable under the documentation governing any
Indebtedness.



     “Officer” means, with respect to any Person, the Chairman of the Board, the Chief
Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the
Treasurer, any Assistant Treasurer, the Controller, the Secretary, any Assistant Secretary or any
Vice-President of such Person.



     “Officers’ Certificate” means a certificate signed on behalf of the Company by two
Officers of the Company, one of whom must be the principal executive officer, the principal
financial officer, the treasurer or the principal accounting officer of the Company, that meets the
requirements of Section 12.05 hereof.



     “Opinion of Counsel” means an opinion from legal counsel who is reasonably acceptable
to the Trustee, that meets the requirements of Section 12.05 hereof. The counsel may be an
employee of or counsel to the Company, any Subsidiary of the Company or the Trustee.



     “Participant” means, with respect to the Depositary, a Person who has an account with
the Depositary.



-12-









 





     “Permitted Business” means the business conducted by the Company and its Restricted
Subsidiaries on the Issue Date and businesses reasonably related thereto or ancillary or incidental
thereto or a reasonable extension thereof, including the privatization of governmental services.



     “Permitted Investments” means:




     (1) any Investment in the Company or in a Restricted Subsidiary of the Company;




     (2) any Investment in cash or Cash Equivalents;




     (3) any Investment by the Company or any Restricted Subsidiary of the Company in a
Person, if as a result of such Investment:




     (a) such Person becomes a Restricted Subsidiary of the Company; or




     (b) such Person is merged, consolidated or amalgamated with or into, or
transfers or conveys substantially all of its assets to, or is liquidated into, the
Company or any Restricted Subsidiary of the Company;




     (4) any Investment made as a result of the receipt of non-cash consideration (including
Designated Non-Cash Consideration) from an Asset Sale that was made pursuant to and in
compliance with Section 4.11 hereof;




     (5) any acquisition of assets solely in exchange for the issuance of Equity Interests
(other than Disqualified Stock) of the Company;




     (6) any Investments received in compromise of obligations of such persons incurred in
the ordinary course of trade creditors or customers that were incurred in the ordinary
course of business, including pursuant to any plan of reorganization or similar arrangement
upon the bankruptcy or insolvency of any trade creditor or customer;




     (7) Hedging Obligations;




     (8) other Investments in any other Person having an aggregate fair market value
(measured on the date each such Investment was made and without giving effect to subsequent
changes in value), when taken together with all other Investments made pursuant to this
clause (8), not to exceed $35.0 million;




     (9) payroll, travel and similar advances to cover matters that are expected at the time
of such advances ultimately to be treated as expenses for accounting purposes and that are
made in the ordinary course of business;




     (10) loans or advances to employees made in the ordinary course of business of the
Company or any Restricted Subsidiary not to exceed $5.0 million outstanding at any one time
for all loans or advances under this clause (10);




     (11) stock, obligations or securities received in settlement of debts created in the
ordinary course of business and owing to the Company or any Restricted Subsidiary or in
satisfaction of judgments or pursuant to any plan of reorganization or similar arrangement
upon the bankruptcy or insolvency of a debtor;




     (12) Investments in existence on the Issue Date;




     (13) Guarantees issued in accordance with Section 4.10 hereof;



-13-









 






     (14) Investments that are made with Equity Interests of the Company (other than
Disqualified Stock of the Company);




     (15) any Investment by the Company or any Restricted Subsidiary of the Company in a
joint venture in a Permitted Business not to exceed $15.0 million outstanding at any one
time; and




     (16) any Investment in any Person that is not at the time of such Investment, or does
not thereby become, a Restricted Subsidiary in an aggregate amount (measured on the date
such Investment was made and without giving effect to subsequent changes in value), when
taken together with all other Investments made pursuant to this clause (16) since the date
of first issuance of the Notes (but, to the extent that any Investment made pursuant to this
clause (16) since the date of first issuance of the Notes is sold or otherwise liquidated
for cash, minus the lesser of (a) the cash return of capital with respect to such Investment
(less the cost of disposition, if any) and (b) the initial amount of such Investment) not to
exceed 10% of Consolidated Tangible Assets; provided that the Company or a Restricted
Subsidiary of the Company has entered, or concurrently with any such Investment, enters into
a long-term lease or management contract with respect to assets of such Person that are used
or useful in a Permitted Business.



     “Permitted Liens” means:




     (1) Liens on real or personal property of the Company and any Guarantor securing
Indebtedness and other Obligations under Credit Facilities that were permitted by the terms
of this Indenture to be incurred;




     (2) Liens in favor of the Company or the Guarantors;




     (3) Liens on property of a Person existing at the time such Person is merged with or
into or consolidated with the Company or any Restricted Subsidiary of the Company; provided
that such Liens were in existence prior to the contemplation of such merger or consolidation
and do not extend to any assets other than those of the Person merged into or consolidated
with the Company or the Restricted Subsidiary;




     (4) Liens on property existing at the time of acquisition of the property by the
Company or any Restricted Subsidiary of the Company; provided that such Liens were in
existence prior to the contemplation of such acquisition;




     (5) Liens to secure the performance of statutory obligations, surety or appeal bonds,
performance bonds or other obligations of a like nature incurred in the ordinary course of
business;




     (6) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by
clause (4) of Section 4.10(b) hereof covering only the assets acquired with such
Indebtedness;




     (7) Liens existing on the Issue Date;




     (8) Liens for taxes, assessments or governmental charges or claims that are not yet
delinquent or that are being contested in good faith by appropriate proceedings promptly
instituted and diligently concluded, provided that any reserve or other appropriate
provision as is required in conformity with GAAP has been made therefor;




     (9) Liens securing Permitted Refinancing Indebtedness; provided that any such Lien does
not extend to or cover any property, Capital Stock or Indebtedness
other than the property, shares or debt securing the Indebtedness so refunded, refinanced or extended;




     (10) Attachment or judgment Liens not giving rise to a Default or an Event of Default;




     (11) Liens on the Capital Stock of Unrestricted Subsidiaries;



-14-









 






     (12) Liens incurred in the ordinary course of business of the Company or any Subsidiary
of the Company with respect to obligations that do not exceed $15.0 million at any one time
outstanding;




     (13) pledges or deposits under workmen’s compensation laws, unemployment insurance laws
or similar legislation, or good faith deposits in connection with bids, tenders, contracts
(other than for the payment of Indebtedness) or leases to which the Company or any
Restricted Subsidiary is a party, or deposits to secure public or statutory obligations of
the Company or any Restricted Subsidiary or deposits or cash or Government Securities to
secure surety or appeal bonds to which the Company or any Restricted Subsidiary is a party,
or deposits as security for contested taxes or import or customs duties or for the payment
of rent, in each case incurred in the ordinary course of business;




     (14) Liens imposed by law, including carriers’, warehousemen’s and mechanics’ Liens, in
each case for sums not yet due or being contested in good faith by appropriate proceedings
if a reserve or other appropriate provisions, if any, as shall be required by GAAP shall
have been made in respect thereof;




     (15) encumbrances, easements or reservations of, or rights of others for, licenses,
rights of way, sewers, electric lines, telegraph and telephone lines and other similar
purposes, or zoning or other restrictions as to the use of real properties or liens
incidental to the conduct of the business of the Company or a Restricted Subsidiary or to
the ownership of its properties which do not in the aggregate materially adversely affect
the value of said properties or materially impair their use in the operation of the business
of the Company or such Restricted Subsidiary;




     (16) Liens securing Hedging Obligations so long as the related Indebtedness was
incurred in compliance with Section 4.10 hereof;




     (17) leases and subleases of real property which do not materially interfere with the
ordinary conduct of the business of the Company or any of its Restricted Subsidiaries; and




     (18) normal customary rights of setoff upon deposits of cash in favor of banks or other
depository institutions.



     “Permitted Refinancing Indebtedness” means any Indebtedness of the Company or any of
its Restricted Subsidiaries issued in repayment of, exchange for, or the net proceeds of which are
used to extend, refinance, renew, replace, repay, defease or refund, other Indebtedness of the
Company or any of its Restricted Subsidiaries (other than intercompany Indebtedness and
Disqualified Stock of the Company or a Restricted Subsidiary); provided that:




     (1) the principal amount (or accreted value, if applicable) of such Permitted
Refinancing Indebtedness does not exceed the principal amount (or accreted value, if
applicable) of the Indebtedness extended, refinanced, renewed, replaced, repaid, defeased or
refunded (plus all accrued interest on the Indebtedness and the amount of all expenses and
premiums incurred in connection therewith);




     (2) such Permitted Refinancing Indebtedness has a final maturity date later than the
final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than
the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced,
renewed, replaced, repaid, defeased or refunded;




     (3) if the Indebtedness being extended, refinanced, renewed, replaced, repaid, defeased
or refunded is subordinated in right of payment to the Notes, such Permitted Refinancing
Indebtedness has a final maturity date later than the final maturity date of, and is
subordinated in right of payment to, the Notes on terms at least as favorable to the Holders
of Notes as those contained in the documentation governing the Indebtedness being extended,
refinanced, renewed, replaced, repaid, defeased or refunded; and




     (4) such Indebtedness is incurred either by the Company or by the Restricted Subsidiary
who is the obligor on the Indebtedness being extended, refinanced, renewed, replaced,
repaid, defeased or refunded.



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     “Person” means any individual, corporation, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization, limited liability company or government or
other entity.



     “Prospectus Supplement” means the Prospectus Supplement, dated May 19, 2009, related
to the issuance and sale of the Notes.



     “Responsible Officer,” when used with respect to the Trustee, means any officer within
the Corporate Trust Office of the Trustee (or any successor group of the Trustee) with direct
responsibility for the administration of this Indenture and, with respect to a particular corporate
trust matter, any other officer to whom such matter is referred because of his knowledge of and
familiarity with the particular subject.



     “Restricted Investment” means an Investment other than a Permitted Investment.



     “Restricted Subsidiary” of the Company means any Subsidiary of the Company that is not
an Unrestricted Subsidiary.



     “S&P” means Standard & Poor’s Ratings Group.



     “Sale and Leaseback Transaction” means any direct or indirect arrangement relating to
property now owned or hereafter acquired by the Company or a Restricted Subsidiary whereby the
Company or a Restricted Subsidiary transfers such property to another Person and the Company or a
Restricted Subsidiary leases it from such Person other than a lease properly characterized pursuant
to GAAP as a capital lease obligation.



     “SEC” means the Securities and Exchange Commission.



     “Securities Act” means the Securities Act of 1933, as amended.



     “Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary”
as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act,
as such Regulation is in effect on the Issue Date.



     “Stated Maturity” means, with respect to any installment of interest or principal on
any series of Indebtedness, the date on which the payment of interest or principal was scheduled to
be paid in the original documentation governing such Indebtedness, and will not include any
contingent obligations to repay, redeem or repurchase any such interest or principal prior to the
date originally scheduled for the payment thereof.



     “Subsidiary” means, with respect to any specified Person:




     (1) any corporation, association or other business entity of which more than 50% of the
total voting power of shares of Capital Stock entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees of the
corporation, association or other business entity is at the time owned or controlled,
directly or indirectly, by that Person or one or more of the other Subsidiaries of that
Person (or a combination thereof); and




     (2) any partnership (a) the sole general partner or the managing general partner of
which is such Person or a Subsidiary of such Person or (b) the only general partners of
which are that Person or one or more Subsidiaries of that Person (or any combination
thereof).



     “Subsidiary Guarantee” means, individually, any Guarantee of payment of the Notes by a
Guarantor pursuant to the terms of this Indenture, and, collectively, all such Guarantees.



     “TIA” means the Trust Indenture Act of 1939, as amended (15 U.S.C. Sections
77aaa-77bbbb), as in effect on the date on which this Indenture is qualified under the TIA.



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     “Trustee” means the party named as such in the preamble to this Indenture until a
successor replaces it in accordance with the applicable provisions of this Indenture and thereafter
means the successor serving hereunder.



     “Unoccupied Facility” means any prison facility owned by the Company or a Restricted
Subsidiary which for the twelve month period ending on the date of measurement has had an average
occupancy level of less than 15%.



     “Unrestricted Subsidiary” means any Subsidiary of the Company that is designated by
the Board of Directors as an Unrestricted Subsidiary pursuant to a Board Resolution, but only to
the extent that such Subsidiary:




     (1) has no Indebtedness other than Non-Recourse Debt;




     (2) is not party to any agreement, contract, arrangement or understanding with the
Company or any Restricted Subsidiary of the Company unless the terms of any such agreement,
contract, arrangement or understanding are no less favorable to the Company or such
Restricted Subsidiary than those that might be obtained at the time from Persons who are not
Affiliates of the Company;




     (3) is a Person with respect to which neither the Company nor any of its Restricted
Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity
Interests or (b) to maintain or preserve such Person’s financial condition or to cause such
Person to achieve any specified levels of operating results; and




     (4) has not guaranteed or otherwise directly or indirectly provided credit support for
any Indebtedness of the Company or any of its Restricted Subsidiaries.



     Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be
evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving
effect to such designation and an Officers’ Certificate certifying that such designation complied
with the preceding conditions and was permitted by Section 4.08 hereof. If, at any time, any
Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted
Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this
Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted
Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred
as of such date under Section 4.10 hereof, the Company will be in default of such covenant. The
Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a
Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of
Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such
Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is
permitted under Section 4.10 hereof, calculated on a pro forma basis as if such designation had
occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of
Default would be in existence following such designation. Notwithstanding anything to the contrary
herein, the Company shall not declare any of its subsidiaries as Unrestricted Subsidiaries at any
time after the Fall Away Covenants are no longer applicable in accordance with the provisions of
Section 4.07 hereof.



     “U.S. Legal Tender” means such coin or currency of the United States of America as at
the time of payment shall be legal tender for the payment of public and private debts.



     “U.S. Person” means a U.S. Person as defined in Rule 902(k) promulgated under the
Securities Act.



     “Voting Stock” of any Person as of any date means the Capital Stock of such Person
that is at the time entitled to vote in the election of the Board of Directors of such Person.



     “Weighted Average Life to Maturity” means, when applied to any Indebtedness at any
date, the number of years obtained by dividing:




     (1) the sum of the products obtained by multiplying (a) the amount of each then
remaining installment, sinking fund, serial maturity or other required payments of
principal, or liquidation preference,



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as the case may be, including payment at final maturity, in respect of the
Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will
elapse between such date and the making of such payment; by




     (2) the then outstanding aggregate principal amount or liquidation preference, as the
case may be, of such Indebtedness.



     Section 1.02. Other Definitions.



	 	 	 	 	 
	Term	 	Defined in Section
	“Affiliate Transaction”
	 	 	4.12	 
	“Asset Sale Offer”
	 	 	3.09	 
	“Authentication Order”
	 	 	2.02	 
	“Change of Control Offer”
	 	 	4.16	 
	“Change of Control Payment”
	 	 	4.16	 
	“Change of Control Payment Date”
	 	 	4.16	 
	“Covenant Defeasance”
	 	 	8.03	 
	“DTC”
	 	 	2.03	 
	“Event of Default”
	 	 	6.01	 
	“Excess Proceeds”
	 	 	4.11	 
	“Fall Away Covenants”
	 	 	4.07	 
	“incur”
	 	 	4.10	 
	“Legal Defeasance”
	 	 	8.02	 
	“Offer Amount”
	 	 	3.09	 
	“Offer Period”
	 	 	3.09	 
	“Paying Agent”
	 	 	2.03	 
	“Permitted Debt”
	 	 	4.10	 
	“Purchase Date”
	 	 	3.09	 
	“Registrar”
	 	 	2.03	 
	“Restricted Payments”
	 	 	4.08	 






     Section 1.03. Incorporation by Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by
reference in and made a part of this Indenture. The following TIA terms used in this Indenture
have the following meanings: “indenture securities” means the Notes; “indenture
security holder” means a Holder of a Note; “indenture to be qualified” means this
Indenture; “indenture trustee” or “institutional trustee” means the Trustee; and
“obligor” on the Notes and the Subsidiary Guarantees means the Company and the Guarantors,
respectively, and any successor obligor upon the Notes and the Subsidiary Guarantees, respectively.



     All other terms used in this Indenture that are defined by the TIA, defined by TIA reference
to another statute or defined by SEC rule under the TIA have the meanings so assigned to them.



     Section 1.04. Rules of Construction. Unless the context otherwise requires:




     (1) a term has the meaning assigned to it;




     (2) an accounting term not otherwise defined has the meaning assigned to it in
accordance with GAAP;




     (3) “or” is not exclusive;




     (4) words in the singular include the plural, and in the plural include the singular;




     (5) “will” shall be interpreted to express a command;



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     (6) provisions apply to successive events and transactions; and




     (7) references to sections of or rules under the Securities Act will be deemed to
include substitute, replacement of successor sections or rules adopted by the SEC from time
to time.



ARTICLE 2

THE NOTES




     Section 2.01. Form and Dating.



     (a) General. The Notes and the Trustee’s certificate of authentication will be
substantially in the form of Exhibit A hereto. The Notes may have notations, legends or
endorsements required by law, stock exchange rule or usage. Each Note will be dated the date of
its authentication. The Notes shall be in denominations of $2,000 and integral multiples of $1,000
in excess thereof.



     The terms and provisions contained in the Notes will constitute, and are hereby expressly
made, a part of this Indenture and the Company, the Guarantors and the Trustee, by their execution
and delivery of this Indenture, expressly agree to such terms and provisions and to be bound
thereby. However, to the extent any provision of any Note conflicts with the express provisions of
this Indenture, the provisions of this Indenture shall govern and be controlling.



     (b) Global Notes. Notes issued in global form will be substantially in the form of
Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges
of Interests in the Global Note” attached thereto). Notes issued in definitive form will be
substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon
and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each
Global Note will represent such of the outstanding Notes as will be specified therein and each
shall provide that it represents the aggregate principal amount of outstanding Notes from time to
time endorsed thereon and that the aggregate principal amount of outstanding Notes represented
thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and
redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in
the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee
or the Custodian, at the direction of the Trustee, in accordance with instructions given by the
Holder thereof as required by Section 2.06 hereof.



     Section 2.02. Execution and Authentication. An Officer must sign the Notes for the Company by manual or facsimile signature.



     If an Officer whose signature is on a Note no longer holds that office at the time a Note is
authenticated, the Note will nevertheless be valid.



     A Note will not be valid until authenticated by the manual signature of the Trustee. The
signature will be conclusive evidence that the Note has been authenticated under this Indenture.



     The Trustee will, upon receipt of a written order of the Company signed by an Officer (an
“Authentication Order”), authenticate Notes for original issue.



     The Trustee may appoint an authenticating agent acceptable to the Company to authenticate
Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each
reference in this Indenture to authentication by the Trustee includes authentication by such agent.
An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of
the Company.



     Section 2.03. Registrar and Paying Agent. The Company will maintain an office or agency where Notes may be presented for registration
of transfer or for exchange (“Registrar”) and an office or agency where Notes may be
presented for payment (“Paying Agent”). The Registrar will keep a register of the Notes
and of their transfer and exchange. The Company may appoint one or more co-registrars and one or
more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying
Agent” includes any additional paying



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agent. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company
will notify the Trustee in writing of the name and address of any Agent not a party to this
Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying
Agent, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Paying
Agent or Registrar.




     The Company initially appoints The Depository Trust Company (“DTC”) to act as
Depositary with respect to the Global Notes.



     The Company initially appoints the Trustee to act as the Registrar and Paying Agent and to act
as Custodian with respect to the Global Notes.



     Section 2.04. Paying Agent to Hold Money in Trust. The Company will require each Paying Agent other than the Trustee to agree in writing that
the Paying Agent will hold in trust for the benefit of Holders or the Trustee all money held by the
Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and will
notify the Trustee of any default by the Company in making any such payment. While any such
default continues, the Trustee may require a Paying Agent to pay all money held by it to the
Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the
Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company or a
Subsidiary) will have no further liability for the money. If the Company or a Subsidiary acts as
Paying Agent, it will segregate and hold in a separate trust fund for the benefit of the Holders
all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating
to the Company, the Trustee will serve as Paying Agent for the Notes.



     Section 2.05. Holder Lists. The Trustee will preserve in as current a form as is reasonably practicable the most recent
list available to it of the names and addresses of all Holders and shall otherwise comply with TIA
Section 312(a). If the Trustee is not the Registrar, the Company will furnish to the Trustee at
least seven Business Days before each interest payment date and at such other times as the Trustee
may request in writing, a list in such form and as of such date as the Trustee may reasonably
require of the names and addresses of the Holders of Notes and the Company shall otherwise comply
with TIA Section 312(a).



     Section 2.06. Transfer and Exchange. 


     (a) Transfer and Exchange of Global Notes. A Global Note may not be transferred
except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary
to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee
to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be
exchanged by the Company for Definitive Notes if:




     (1) the Company delivers to the Trustee notice from the Depositary that it is unwilling
or unable to continue to act as Depositary or that it is no longer a clearing agency
registered under the Exchange Act and, in either case, a successor Depositary is not
appointed by the Company within 90 days after the date of such notice from the Depositary;




     (2) an Event of Default has occurred and is continuing under the Base Indenture or the
Second Supplemental Indenture; or




     (3) the Company in its sole discretion determines that the Global Notes (in whole but
not in part) should be exchanged for Definitive Notes and delivers a written notice to such
effect to the Trustee.



     Upon the occurrence of either of the preceding events in (1), (2) or (3) above, Definitive
Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes
also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10
hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or
any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be
authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be
exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial
interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b) or (c)
hereof.



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     (b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer
and exchange of beneficial interests in the Global Notes will be effected through the Depositary,
in accordance with the provisions of this Indenture and the Applicable Procedures. Transfers of
beneficial interests in the Global Notes also will require compliance with subparagraph (1) below,
as well as one or more of the other following subparagraphs, as applicable.




     (1) Transfer of Beneficial Interests in the Same Global Note. Beneficial
interests in a Global Note may be transferred to Persons who take delivery thereof in the
form of a beneficial interest in a Global Note. No written orders or instructions shall be
required to be delivered to the Registrar to effect the transfers described in this Section.



     (c) Transfer or Exchange of Beneficial Interests for Definitive Notes. If any holder
of a beneficial interest in a Global Note proposes to exchange such beneficial interest for a
Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in
the form of a Definitive Note, then the Trustee will cause the aggregate principal amount of the
applicable Global Note to be reduced accordingly pursuant to Section 2.06(g) hereof, and the
Company will execute and the Trustee will authenticate and deliver to the Person designated in the
instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in
exchange for a beneficial interest pursuant to this Section 2.06(c) will be registered in such name
or names and in such authorized denomination or denominations as the holder of such beneficial
interest requests through instructions to the Registrar from or through the Depositary and the
Participant or Indirect Participant. The Trustee will deliver such Definitive Notes to the Persons
in whose names such Notes are so registered.



     (d) Transfer and Exchange of Definitive Notes for Beneficial Interests. A Holder of a
Definitive Note may exchange such Note for a beneficial interest in a Global Note or transfer such
Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a
Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee
will cancel the applicable Definitive Note and increase or cause to be increased the aggregate
principal amount of one of the Global Notes. If any such exchange or transfer from a Definitive
Note to a beneficial interest is effected pursuant to this paragraph at a time when a Global Note
has not yet been issued, the Company will issue and, upon receipt of an Authentication Order in
accordance with Section 2.02 hereof, the Trustee will authenticate one or more Global Notes in an
aggregate principal amount equal to the principal amount of Definitive Notes so transferred.



     (e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a
Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section
2.06(e), the Registrar will register the transfer or exchange of Definitive Notes. Prior to such
registration of transfer or exchange, the requesting Holder must present or surrender to the
Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in
form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized
in writing. In addition, the requesting Holder must provide any additional certifications,
documents and information, as applicable, required pursuant to the following provisions of this
Section 2.06(e). A Holder of Definitive Notes may transfer such Notes to a Person who takes
delivery thereof in the form of a Definitive Note. Upon receipt of a request to register such a
transfer, the Registrar shall register the Definitive Notes pursuant to the instructions from the
Holder thereof



     (f) Legends. The following legends shall appear on the face of each Global Note
issued under this Indenture unless specifically stated otherwise in the applicable provisions of
this Indenture.




     (1) Global Note Legend. Each Global Note will bear a legend in substantially
the following form:




“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING
THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS
HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT
(1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO
SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT
NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS



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GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR
DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.




UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM,
THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF
THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR
DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER
STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”




     (2) OID Legend. Each Global Note issued hereunder that has more than a de
minimus amount of original issue discount for U.S. Federal Income purposes shall bear a
legend in substantially the following form:




“THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET SEQ. OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. A HOLDER MAY OBTAIN THE ISSUE PRICE, AMOUNT
OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY FOR SUCH NOTES BY SUBMITTING A
REQUEST FOR SUCH INFORMATION TO THE ISSUER AT THE FOLLOWING ADDRESS: CORRECTIONS CORPORATION
OF AMERICA, 10 BURTON HILLS BOULEVARD, NASHVILLE, TENNESSEE 37215 ATTENTION: TODD J
MULLENGER.”



     (g) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial
interests in a particular Global Note have been exchanged for Definitive Notes or a particular
Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global
Note will be returned to or retained and canceled by the Trustee in accordance with Section 2.11
hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is
exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial
interest in another Global Note or for Definitive Notes, the principal amount of Notes represented
by such Global Note will be reduced accordingly and an endorsement will be made on such Global Note
by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and
if the beneficial interest is being exchanged for or transferred to a Person who will take delivery
thereof in the form of a beneficial interest in another Global Note, such other Global Note will be
increased accordingly and an endorsement will be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.



     (h) General Provisions Relating to Transfers and Exchanges.



     (1) To permit registrations of transfers and exchanges, the Company will execute and the
Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order
in accordance with Section 2.02 hereof or at the Registrar’s request.



     (2) No service charge will be made to a Holder of a Global Note or to a Holder of a Definitive
Note for any registration of transfer or exchange, but the Company may require payment of a sum
sufficient to cover any transfer tax or similar governmental charge payable in connection therewith
(other than any such transfer taxes or



-22-









 







similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06,
3.09, 4.11, 4.16 and 9.05 hereof).



     (3) The Registrar will not be required to register the transfer of or exchange of any Note
selected for redemption in whole or in part, except the unredeemed portion of any Note being
redeemed in part.



     (4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange
of Global Notes or Definitive Notes will be the valid obligations of the Company, evidencing the
same debt, and entitled to the same benefits under this Indenture, as the Global Notes or
Definitive Notes surrendered upon such registration of transfer or exchange.



     (5) The Company will not be required:




     (A) to issue, to register the transfer of or to exchange any Notes during a period
beginning at the opening of business 15 days before the day of any selection of Notes for
redemption or purchase under Section 3.02 hereof and ending at the close of business on the
day of selection;




     (B) to register the transfer of or to exchange any Note selected for redemption or
purchase in whole or in part, except the unredeemed portion of any Note being redeemed in
part; or




     (C) to register the transfer of or to exchange a Note between a record date and the
next succeeding interest payment date.



     (6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any
Agent and the Company may deem and treat the Person in whose name any Note is registered as the
absolute owner of such Note for the purpose of receiving payment of principal of and interest on
such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be
affected by notice to the contrary.



     (7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the
provisions of Section 2.02 hereof.



     (8) All certifications, certificates and Opinions of Counsel required to be submitted to the
Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be
submitted by facsimile.



     (9) The Trustee shall have no obligation or duty to monitor, determine or inquire as to
compliance with any restriction on transfer imposed under this Indenture or under applicable law
with respect to any transfer of any interest in any Note (including transfers between or among
beneficial owners of interests in any Global Note) other than to require delivery of such
certificates and other documentation or evidence as are expressly required by, and to do so if and
when expressly required by the terms of, this Indenture, and to examine the same to determine
substantial compliance as to form with the express requirements hereof.



     Section 2.07. Replacement Notes. If any mutilated Note is surrendered to the Trustee or the Company and the Trustee receives
evidence to its satisfaction of the destruction, loss or theft of any Note, the Company will issue
and the Trustee, upon receipt of an Authentication Order, will authenticate a replacement Note if
the Trustee’s requirements are met. If required by the Trustee or the Company, an affidavit of
loss and an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the
Trustee and the Company to protect the Company, the Trustee, any Agent and any authenticating agent
from any loss that any of them may suffer if a Note is replaced. The Company may charge for its
expenses in replacing a Note.



     Every replacement Note is an additional obligation of the Company and will be entitled to all
of the benefits of this Indenture equally and proportionately with all other Notes duly issued
hereunder.



     Section 2.08. Outstanding Notes. The Notes outstanding at any time are all the Notes authenticated by the Trustee except for
those canceled by it, those delivered to it for cancellation, those reductions in the interest in a
Global Note effected by the Trustee in accordance with the provisions hereof, and those described
in this Section



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2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a Note does
not cease to be outstanding because the Company or an Affiliate of the Company holds the Note;
however, Notes held by the Company or a Subsidiary of the Company shall not be deemed to be
outstanding for purposes of Section 3.07(a) hereof.



     If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the
Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser.



     If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to
be outstanding and interest on it ceases to accrue.



     If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof)
holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date,
then on and after that date such Notes will be deemed to be no longer outstanding and will cease to
accrue interest.



     Section 2.09. Treasury Notes. In determining whether the Holders of the required principal amount of Notes have concurred
in any direction, waiver or consent, Notes owned by the Company, or by any Person directly or
indirectly controlling or controlled by or under direct or indirect common control with the
Company, will be considered as though not outstanding, except that for the purposes of determining
whether the Trustee will be protected in relying on any such direction, waiver or consent, only
Notes that the Trustee knows are so owned will be so disregarded.



     Section 2.10. Temporary Notes. Until certificates representing Notes are ready for delivery, the Company may prepare and
the Trustee, upon receipt of an Authentication Order, will authenticate temporary Notes. Temporary
Notes will be substantially in the form of certificated Notes but may have variations that the
Company considers appropriate for temporary Notes and as may be reasonably acceptable to the
Trustee. Without unreasonable delay, the Company will prepare and the Trustee will authenticate
definitive Notes in exchange for temporary Notes. After preparation of Definitive Notes, the
temporary Notes will be exchangeable for definitive Notes upon surrender of the temporary Notes.



     Holders of temporary Notes will be entitled to all of the benefits of this Indenture.



     Section 2.11. Cancellation. The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar
and Paying Agent will forward to the Trustee any Notes surrendered to them for registration of
transfer, exchange or payment. The Trustee and no one else will cancel all Notes surrendered for
registration of transfer, exchange, payment, replacement or cancellation and will destroy canceled
Notes (subject to the record retention requirement of the Exchange Act). Certification of the
destruction of all canceled Notes will be delivered to the Company. The Company may not issue new
Notes to replace Notes that it has paid or that have been delivered to the Trustee for
cancellation.



     Section 2.12. Defaulted Interest. If the Company defaults in a payment of interest on the Notes, it will pay the defaulted
interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted
interest, to the Persons who are Holders on a subsequent special record date, in each case at the
rate provided in the Notes and in Section 4.01 hereof. The Company will notify the Trustee in
writing of the amount of defaulted interest proposed to be paid on each Note and the date of the
proposed payment. The Company will fix or cause to be fixed each such special record date and
payment date; provided that no such special record date may be less than 10 days prior to the
related payment date for such defaulted interest. At least 15 days before the special record date,
the Company (or, upon the written request of the Company, the Trustee in the name and at the
expense of the Company) will mail or cause to be mailed to Holders a notice that states the special
record date, the related payment date and the amount of such interest to be paid.



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ARTICLE 3

REDEMPTION AND PREPAYMENT




     Section 3.01. Notices to Trustee. If the Company elects to redeem Notes pursuant to the optional redemption provisions of
Section 3.07 hereof, it must furnish to the Trustee, at least 30 days but not more than 60 days
before a redemption date, an Officers’ Certificate setting forth:




     (1) the clause of this Indenture pursuant to which the redemption shall occur;




     (2) the redemption date;




     (3) the principal amount of Notes to be redeemed; and




     (4) the redemption price.



     Section 3.02. Selection of Notes to Be Redeemed or Purchased. If less than all of the Notes are to be redeemed or purchased in an offer to purchase at
any time, the Trustee will select Notes for redemption or purchase on a pro rata basis unless
otherwise required by law or applicable stock exchange requirements.



     In the event of partial redemption or purchase by lot, the particular Notes to be redeemed or
purchased will be selected, unless otherwise provided herein, not less than 30 nor more than 60
days prior to the redemption or purchase date by the Trustee from the outstanding Notes not
previously called for redemption or purchase.



     The Trustee will promptly notify the Company in writing of the Notes selected for redemption
or purchase and, in the case of any Note selected for partial redemption or purchase, the principal
amount thereof to be redeemed or purchased. Notes and portions of Notes selected will be in
amounts of $2,000 or whole multiples of $1,000 in excess thereof; except that if all of the Notes
of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such
Holder, even if not a multiple of $1,000, shall be redeemed or purchased provided that no Notes of
$2,000 or less can be redeemed in part. Except as provided in the preceding sentence, provisions
of this Indenture that apply to Notes called for redemption or purchase also apply to portions of
Notes called for redemption or purchase.



     Section 3.03. Notice of Redemption. Subject to the provisions of Section 3.09 hereof, at least 30 days but not more than 60
days before a redemption date, the Company will mail or cause to be mailed, by first class mail, a
notice of redemption to each Holder whose Notes are to be redeemed at its registered address,
except that redemption notices may be mailed more than 60 days prior to a redemption date if the
notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of
this Indenture pursuant to Articles 8 or 11 of this Indenture.



     The notice will identify the Notes to be redeemed and will state:




     (1) the redemption date;




     (2) the redemption price;




     (3) if any Note is being redeemed in part, the portion of the principal amount of such
Note to be redeemed and that, after the redemption date upon surrender of such Note, a new
Note or Notes in principal amount equal to the unredeemed portion will be issued upon
cancellation of the original Note;




     (4) the name and address of the Paying Agent;




     (5) that Notes called for redemption must be surrendered to the Paying Agent to collect
the redemption price;



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     (6) that, unless the Company defaults in making such redemption payment, interest on
Notes called for redemption ceases to accrue on and after the redemption date;




     (7) the paragraph of the Notes and/or Section of this Indenture pursuant to which the
Notes called for redemption are being redeemed; and




     (8) that no representation is made as to the correctness or accuracy of the CUSIP
number, if any, listed in such notice or printed on the Notes.



     At the Company’s request, the Trustee will give the notice of redemption in the Company’s name
and at its expense; provided, however, that the Company has delivered to the Trustee, at least 45
days prior to the redemption date, an Officers’ Certificate requesting that the Trustee give such
notice and setting forth the information to be stated in such notice as provided in the preceding
paragraph.



     Section 3.04. Effect of Notice of Redemption. Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called
for redemption become irrevocably due and payable on the redemption date at the redemption price.
A notice of redemption may not be conditional.



     Section 3.05. Deposit of Redemption or Purchase Price. Prior to 10:00 a.m. New York City time on the relevant redemption or purchase price date,
the Company will deposit with the Trustee or with the Paying Agent money sufficient to pay the
redemption or purchase price of and accrued interest on all Notes to be redeemed or purchased on
that date. The Trustee or the Paying Agent will promptly return to the Company any money deposited
with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the
redemption or purchase price of, and accrued interest on, all Notes to be redeemed or purchased.



     If the Company complies with the provisions of the preceding paragraph, on and after the
redemption or purchase date, interest will cease to accrue on the Notes or the portions of Notes
called for redemption or purchase. If a Note is redeemed or purchased on or after an interest
record date but on or prior to the related interest payment date, then any accrued and unpaid
interest shall be paid to the Person in whose name such Note was registered at the close of
business on such record date. If any Note called for redemption or purchase is not so paid upon
surrender for redemption or purchase because of the failure of the Company to comply with the
preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or
purchase date until such principal is paid, and to the extent lawful on any interest not paid on
such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.



     Section 3.06. Notes Redeemed or Purchased in Part. Upon surrender of a Note that is redeemed or purchased in part, the Company will issue and,
upon receipt of an Authentication Order, the Trustee will authenticate for the Holder at the
expense of the Company, in the name of the Holder, a new Note equal in principal amount to the
unredeemed or unpurchased portion of the Note surrendered.



     Section 3.07. Optional Redemption.



     (a) At any time on or prior to June 1, 2012, the Company may on any one or more occasions
redeem up to 35% of the aggregate principal amount of outstanding Notes issued under this Indenture
at a redemption price of par plus the stated interest rate, or 107.750% of the principal amount
thereof, plus accrued and unpaid interest to the redemption date, with the net cash proceeds of one
or more Equity Offerings; provided that:




     (1) at least 65% of the aggregate principal amount of Notes originally issued under
this Indenture remains outstanding immediately after the occurrence of such redemption
(excluding Notes held by the Company and its Subsidiaries); and




     (2) the redemption occurs within 90 days of the date of the closing of such Equity
Offering.



     (b) Except pursuant to the preceding paragraph, the Notes are not redeemable at the Company’s
option prior to June 1, 2013.



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     (c) Beginning June 1, 2013, the Company may, at its option, redeem all or a part of the Notes
upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as
percentages of principal amount) set forth below plus accrued and unpaid interest on the Notes
redeemed to the applicable redemption date, if redeemed during the twelve-month period beginning on
June 1 of the years indicated below:



	 	 	 	 	 
	Year	 	Percentage
	2013
	 	 	103.875	%
	2014
	 	 	101.938	%
	2015 and thereafter
	 	 	100.000	%






     Section 3.08. Mandatory Redemption. The Company is not required to make mandatory redemption or sinking fund payments with
respect to the Notes.



     Section 3.09. Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 4.11 hereof, the Company is required to commence an
offer to all Holders to purchase Notes (an “Asset Sale Offer”), it shall follow the
procedures specified below and in Section 4.11 hereof.



     The Asset Sale Offer shall be made to all Holders and, at the Company’s option, all holders of
other Indebtedness that is pari passu with the Notes containing provisions similar to those set
forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of
assets. The Asset Sale Offer shall remain open for a period of at least 20 Business Days following
its commencement and not more than 30 Business Days, except to the extent that a longer period is
required by applicable law (the “Offer Period”). No later than three Business Days after
the termination of the Offer Period (the “Purchase Date”), the Company shall apply all
Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such other pari passu
Indebtedness (on a pro rata basis, if applicable) or, if less than the Offer Amount has been
tendered, all Notes and other Indebtedness tendered in response to the Asset Sale Offer. Payment
for any Notes so purchased shall be made in the same manner as interest payments are made.



     If the Purchase Date is on or after an interest record date and on or before the related
interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a
Note is registered at the close of business on such record date, and no additional interest shall
be payable to Holders who tender Notes pursuant to the Asset Sale Offer.



     Upon the commencement of an Asset Sale Offer, the Company shall send, by first class mail, a
notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall
contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to
the Asset Sale Offer. The notice, which shall govern the terms of the Asset Sale Offer, shall
state:




     (1) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section
4.11 hereof and the length of time the Asset Sale Offer will remain open;




     (2) the Offer Amount, the purchase price and the Purchase Date;




     (3) that any Note not tendered or accepted for payment will continue to accrue
interest;




     (4) that, unless the Company defaults in making such payment, any Note accepted for
payment pursuant to the Asset Sale Offer will cease to accrue interest after the Purchase
Date;




     (5) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may
elect to have Notes purchased in a principal amount of $2,000 or in integral multiples of
$1,000 in excess thereof only;




     (6) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer
will be required to surrender the Note, with the form entitled “Option of Holder to Elect
Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the
Company, a Depositary, if appointed by



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the Company, or a Paying Agent at the address
specified in the notice at least three days before the Purchase Date;




     (7) that Holders will be entitled to withdraw their election if the Company, the
Depositary or the Paying Agent, as the case may be, receives, not later than the expiration
of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the
name of the Holder, the principal amount of the Note the Holder delivered for purchase and a
statement that such Holder is withdrawing his election to have such Note purchased;




     (8) that, if the aggregate principal amount of Notes and other pari passu Indebtedness
surrendered by Holders exceeds the Offer Amount, the Company will select the Notes and other
pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of
Notes and such other pari passu Indebtedness surrendered (with such adjustments as may be
deemed appropriate by the Company so that only Notes in denominations of $2,000, or integral
multiples of $1,000 excess thereof, will be purchased); and




     (9) that Holders whose Notes were purchased only in part will be issued new Notes equal
in principal amount to the unpurchased portion of the Notes surrendered (or transferred by
book-entry transfer).



     On or before the Purchase Date, the Company shall, to the extent lawful, accept for payment,
on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered
pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes
tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such Notes or
portions thereof were accepted for payment by the Company in accordance with the terms of this
Section 3.09. The Company, the Depositary or the Paying Agent, as the case may be, will promptly
(but in any case not later than five days after the Purchase Date) mail or deliver to each
tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and
accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the
Trustee, upon written request from the Company, shall authenticate and mail or deliver such new
Note to such Holder, in a principal amount equal to any unpurchased portion of the Note
surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the
Holder thereof. The Company shall publicly announce the results of the Asset Sale Offer on the
Purchase Date.



     Other than as specifically provided in this Section 3.09, any purchase pursuant to this
Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.



ARTICLE 4

COVENANTS




     Section 4.01. Payment of Notes. The Company will pay or cause to be paid the principal of, premium, if any, and interest
on, the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any,
and interest will be considered paid
on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds
as of 10:00 a.m. Eastern Time on the due date money deposited by the Company in immediately
available funds and designated for and sufficient to pay all principal, premium, if any, and
interest then due. If the Company or a Subsidiary is acting as Paying Agent, the Company shall,
prior to 10:00 a.m. New York City time on the due date, segregate and hold in trust U.S. Legal
Tender sufficient to make payments of principal, premium and interest due on such date.



     The Company will pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal at the rate equal to 1% per annum in excess of the then
applicable interest rate on the Notes to the extent lawful; it will pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of
interest (without regard to any applicable grace period) at the same rate to the extent lawful.
Notwithstanding anything to the contrary contained in this Indenture, the Company may, to the
extent it is required to do so by law, deduct or withhold income or other similar taxes imposed by
the United States of America from principal or interest payments hereunder.



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     Section 4.02. Maintenance of Office or Agency. The Company will maintain in the Borough of Manhattan, the City of New York, an office or
agency (which may be an office of the Trustee, being U.S. Bank National Association, located at 100
Wall Street, Suite 1600, New York, New York 10005, or an affiliate of the Trustee, Registrar or
co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where
notices and demands to or upon the Company in respect of the Notes and this Indenture may be
served. The Company will give prompt written notice to the Trustee of the location, and any change
in the location, of such office or agency. If at any time the Company fails to maintain any such
required office or agency or fails to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office
of the Trustee.



     The Company may also from time to time designate one or more other offices or agencies where
the Notes may be presented or surrendered for any or all such purposes and may from time to time
rescind such designations; provided, however, that no such designation or rescission will in any
manner relieve the Company of its obligation to maintain an office or agency in the Borough of
Manhattan, the City of New York for such purposes. The Company will give prompt written notice to
the Trustee of any such designation or rescission and of any change in the location of any such
other office or agency.



     The Company hereby designates the Corporate Trust Office of the Trustee as one such office or
agency of the Company in accordance with Section 2.03 hereof.



     Section 4.03. Reports.



     (a) Whether or not required by the SEC, so long as any Notes are outstanding, the Company will
furnish to the Holders of Notes, within 5 days of the time periods specified in the SEC’s rules and
regulations:




     (1) all quarterly and annual financial and other information that would be required to
be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to
file such Forms, including a “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” and, with respect to the annual information only, a report on the
annual financial statements by the Company’s certified independent accountants; and




     (2) all current reports that would be required to be filed with the SEC on Form 8-K if
the Company were required to file such reports.



     In addition, whether or not required by the SEC, the Company will file a copy of all of the
information and reports referred to in clauses (1) and (2) above with the SEC for public
availability within the time periods specified in the SEC’s rules and regulations (unless the SEC
will not accept such a filing) and make such information available to prospective investors upon
request. The Company will at all times comply with TIA Section 314(a).



     If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the
quarterly and annual financial information required by the preceding paragraph shall include a
reasonably detailed presentation, either on the face of the financial statements or in the
footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results
of Operations, of the financial condition and results of operations of the Company and the
Restricted Subsidiaries separate from the financial condition and results of operations of the
Unrestricted Subsidiaries of the Company.



     (b) The Trustee shall not be under a duty to review or evaluate any report or information
delivered to the Trustee pursuant to the provisions of this Section 4.03 for the purposes of making
such reports available to it and to the Holders of Notes who may request such information.
Delivery of such reports, information and documents to the Trustee as may be required under this
Section 4.03 is for informational purposes only and the Trustee’s receipt of such shall not
constitute constructive notice of any information contained therein or determinable from
information contained therein, including the Company’s compliance with any of its covenants
hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).



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     (c) For so long as any Notes remain outstanding, the Company and the Guarantors will furnish
to the Holders and to prospective investors, upon their request, the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act, if any such information is required
to be delivered.



     Section 4.04. Compliance Certificate.



     (a) The Company and each Guarantor (to the extent that such Guarantor is so required under the
TIA) shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers’
Certificate stating that a review of the activities of the Company and its Subsidiaries during the
preceding fiscal year has been made under the supervision of the signing Officers with a view to
determining whether the Company has kept, observed, performed and fulfilled its obligations under
this Indenture and further stating, as to each such Officer signing such certificate, that to his
or her knowledge after due inquiry the Company has kept, observed, performed and fulfilled each and
every covenant contained in this Indenture and is not in default in the performance or observance
of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of
Default has occurred, describing all such Defaults or Events of Default of which he or she may have
knowledge and what action the Company is taking or proposes to take with respect thereto) and that
to his or her knowledge after due inquiry no event has occurred and remains in existence by reason
of which payments on account of the principal of or interest, on the Notes is prohibited or if such
event has occurred, a description of the event and what action the Company is taking or proposes to
take with respect thereto.



     (b) So long as not contrary to the then current recommendations of the American Institute of
Certified Public Accountants, the year-end financial statements delivered pursuant to Section
4.03(a) above shall be accompanied by a written statement of the Company’s independent public
accountants (who shall be a firm of established national reputation) that in making the examination
necessary for certification of such financial statements, nothing has come to their attention that
would lead them to believe that a Default or Event of Default under this Indenture has occurred
insofar as they relate to accounting matters or the Company has violated any provisions of Article
4 or Article 5 hereof or, if any such violation has occurred, specifying the nature and period of
existence thereof, it being understood that such accountants shall not be liable directly or
indirectly to any Person for any failure to obtain knowledge of any such violation.



     (c) So long as any of the Notes are outstanding, the Company will deliver to the Trustee,
forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers’
Certificate specifying such Default or Event of Default and what action the Company is taking or
proposes to take with respect thereto.



     Section 4.05. Taxes. The Company will pay, and will cause each of its Subsidiaries to pay, prior to delinquency,
all material taxes, assessments, and governmental levies except such as are contested in good faith
and by appropriate proceedings or where the failure to effect such payment is not adverse in any
material respect to the Holders of the Notes.



     Section 4.06. Stay, Extension and Usury Laws. The Company and each of the Guarantors covenants (to the extent that it may lawfully do so)
that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time
hereafter in force, that may affect the covenants or the performance of this Indenture; and the
Company and each of the Guarantors (to the extent that it may lawfully do so) hereby expressly
waives all benefit or advantage of any such law, and covenants that it will not, by resort to any
such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but
will suffer and permit the execution of every such power as though no such law has been enacted.



     Section 4.07. Changes in Covenants when Notes Rated Investment Grade. If on any date following the Issue Date:




     (1) the Notes are rated Baa3 or better by Moody’s or BBB- or better by S&P (or, if
either such entity ceases to rate the Notes for reasons outside of the control of the
Company, the equivalent investment grade credit rating from any other “nationally recognized
statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the
Exchange Act selected by the Company as a replacement agency); and



-30-









 






     (2) no Default or Event of Default shall have occurred and be continuing,


then, beginning on that day and continuing at all times thereafter regardless of any subsequent
changes in the rating of the Notes, the covenants specifically described under the following
Sections of this Indenture (the “Fall Away Covenants”) will no longer be applicable to the
Notes:





     (1) Section 4.08;




     (2) Section 4.09;




     (3) Section 4.10;




     (4) Section 4.11;




     (5) Section 4.12;




     (6) clauses (1)(a) and (3) of Section 4.17 hereof;




     (7) Section 4.20; and




     (8) clause (4) of Section 5.01 hereof.



     Section 4.08. Restricted Payments.



     (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to,
directly or indirectly:




     (1) declare or pay any dividend or make any other payment or distribution on account of
the Company’s or any Restricted Subsidiary’s Equity Interests (including, without
limitation, any payment in connection with any merger or consolidation involving the Company
or any Restricted Subsidiary) or to the direct or indirect holders of the Company’s or any
Restricted Subsidiary’s Equity Interests in their capacity as such (other than dividends or
distributions (i) payable in Equity Interests (other than Disqualified Stock) of the Company
or (ii) payable to the Company and/or a Restricted Subsidiary of the Company);




     (2) purchase, redeem or otherwise acquire or retire for value (including, without
limitation, in connection with any merger or consolidation involving the Company) any Equity
Interests of the Company;




     (3) make any payment on or with respect to, or purchase, redeem, defease or otherwise
acquire or retire for value any Indebtedness that is expressly subordinated to the Notes or
the Subsidiary Guarantees, except a payment of interest or principal at the Stated Maturity
thereof or a payment of principal or interest on Indebtedness owed to the Company or any of
its Restricted Subsidiaries; or




     (4) make any Restricted Investment (all such payments and other actions set forth in
these clauses (1) through (4) above being collectively referred to as “Restricted
Payments”),


unless, at the time of and after giving effect to such Restricted Payment:





     (1) no Default or Event of Default has occurred and is continuing or would occur as a
consequence of such Restricted Payment;




     (2) the Company would, at the time of such Restricted Payment and after giving pro
forma effect thereto as if such Restricted Payment had been made at the beginning of the
applicable four-quarter period, have been permitted to incur at least $1.00 of additional
Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.10(a)
hereof; and



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     (3) such Restricted Payment, together with the aggregate amount of all other Restricted
Payments made by the Company and its Restricted Subsidiaries after May 3, 2002 (excluding
Restricted Payments permitted by clauses (2), (3), (4), (5) and (6) of Section 4.08(b)
hereof and Restricted Payments of the type described in Sections 4.08(b)(2), (3), (4), (5),
(7), (8) and (9) of the Existing 6.75% Notes Indenture and clauses (2), (3), (4), (5), (7),
(8), and (9) of the second paragraph of Section 4.08 of the Existing 61/4% Notes Indenture and
clauses (2), (3), (4), (5), (7), (8) and (9) of the second paragraph of Section 4.08 of the
Existing 71/2% Notes Indenture), is less than the sum, without duplication, of:




     (A) 50% of the Consolidated Net Income of the Company, for the period (taken as
one accounting period) from the beginning of the first fiscal quarter commencing
after May 3, 2002 to the end of the Company’s most recently ended fiscal quarter for
which internal financial statements are available at the time of such Restricted
Payment (or, if such Consolidated Net Income for such period is a deficit, less 100%
of such deficit), plus




     (B) 100% of the aggregate net cash proceeds received by the Company (including
the fair market value of any Permitted Business or assets used or useful in a
Permitted Business to the extent acquired in consideration of Equity Interests of
the Company (other than Disqualified Stock)) since May 3, 2002 as a contribution to
its common equity capital or from the issue or sale of Equity Interests of the
Company (other than Disqualified Stock) or from the issue or sale of convertible or
exchangeable Disqualified Stock or convertible or exchangeable debt securities of
the Company that have been converted into or exchanged for such Equity Interests
(other than Equity Interests (or Disqualified Stock or debt securities) sold to a
Subsidiary of the Company), plus




     (C) to the extent that any Restricted Investment (other than a Restricted
Investment permitted by Section 4.08(b)(5) that was made after May 3, 2002 is sold
for cash or otherwise liquidated or repaid for cash, the lesser of (i) the cash
return of capital with respect to such Restricted Investment (less the cost of
disposition, if any) and (ii) the initial amount of such Restricted Investment, plus




     (D) to the extent that any Unrestricted Subsidiary of the Company is
redesignated as a Restricted Subsidiary after May 3, 2002, the lesser of (i) the
fair market value of the Company’s Investment in such Subsidiary as of the date of
such redesignation or (ii) such fair market value as of the date on which such
Subsidiary was originally designated as an Unrestricted Subsidiary, plus




     (E) $25.0 million.



     (b) So long as no Default has occurred and is continuing or would be caused thereby, the
provisions of Section 4.08(a) hereof shall not prohibit:




     (1) the payment of any dividend within 60 days after the date of declaration of the
dividend, if at the date of declaration the dividend payment would have complied with the
provisions of this Indenture;




     (2) the redemption, repurchase, retirement, defeasance or other acquisition of any
subordinated Indebtedness of the Company or any Guarantor or of any Equity Interests of the
Company in exchange for, or out of the net cash proceeds of the substantially concurrent
sale (other than to a Subsidiary of the Company) of, Equity Interests of the Company (other
than Disqualified Stock); provided that the amount of any such net cash proceeds that are
utilized for any such redemption, repurchase, retirement, defeasance or other acquisition
shall be excluded from clause (3)(B) of the preceding paragraph;




     (3) the defeasance, redemption, repurchase or other acquisition of subordinated
Indebtedness of the Company or any Guarantor with the net cash proceeds from an incurrence
of Permitted Refinancing Indebtedness;



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     (4) the payment of any dividend by a Restricted Subsidiary of the Company to the
holders of its Equity Interests on a pro rata basis;




     (5) (a) the purchase, redemption or other acquisition, cancellation or retirement for
value of Capital Stock, or options, warrants, equity appreciation rights or other rights to
purchase or acquire Capital Stock, of the Company or any Restricted Subsidiary of the
Company or any parent of the Company held by any existing or former employees of the Company
or any Subsidiary of the Company or their assigns, estates or heirs, in each case in
connection with the repurchase provisions under employee stock option or stock purchase
agreements or other agreements to compensate management employees; provided that such
redemptions or repurchases pursuant to this clause will not exceed $2.5 million in the
aggregate during any calendar year and $10.0 million in the aggregate for all such
redemptions and repurchases; provided further that the Company may carry forward and make in
a subsequent calendar year, in addition to the amounts permitted for such calendar year, the
amount of such redemptions or repurchases permitted to have been made but not made in any
preceding calendar year; provided further that such amount in any calendar year may be
increased by an amount not to exceed (i) the cash proceeds from the sale of Capital Stock of
the Company to existing or former employees of the Company or any Subsidiary of the Company
after the date the Notes are originally issued (to the extent the cash proceeds from the
sale of such Capital Stock have not otherwise been applied to the payment of Restricted
Payments by virtue of clause (3)(B) of the preceding paragraph) plus (ii) the cash proceeds
of key man life insurance policies received by the Company and its Subsidiaries after the
date the Notes are originally issued less (iii) the amount of any Restricted Payments
previously made pursuant to clauses (i) and (ii) of this clause (5)(a); and (b) loans or
advances to employees or directors of the Company or any Subsidiary of the Company the
proceeds of which are used to purchase Capital Stock of the Company, in an aggregate amount
not in excess of $10.0 million at any one time outstanding;




     (6) repurchases of Equity Interests of the Company deemed to occur upon the exercise of
stock options if such Equity Interests represent a portion of the exercise price thereof;
and




     (7) Restricted Payments not otherwise permitted in an amount not to exceed $40.0
million.



     The amount of all Restricted Payments (other than cash) shall be the fair market value on the
date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued
by the Company or such Subsidiary, as the case may be, pursuant to the Restricted Payment. The
fair market value of any assets or securities that are required to be valued by this Section 4.08
shall be determined by the Board of Directors, whose resolution with respect thereto shall be
delivered to the Trustee. The Board of Directors’ determination must be based upon an
opinion or appraisal issued by an accounting, appraisal or investment banking firm of national
standing if the fair market value exceeds $15.0 million. Except with respect to any Restricted
Payment permitted pursuant to clauses (1) through (7) of this Section 4.08(b), not later than 10
days following the end of the fiscal quarter in which such Restricted Payment was made, the Company
shall deliver to the Trustee an Officers’ Certificate stating that such Restricted Payment is
permitted and setting forth the basis upon which the calculations required by this Section 4.08
were computed, together with a copy of any fairness opinion or appraisal required by this
Indenture.



     Section 4.09. Dividend and Other Payment Restrictions Affecting Subsidiaries.



     (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to,
directly or indirectly, create or permit to exist or become effective any consensual encumbrance or
restriction on the ability of any Restricted Subsidiary to:




     (1) pay dividends or make any other distributions on its Capital Stock to the Company
or any of its Restricted Subsidiaries, or with respect to any other interest or
participation in, or measured by, its profits, or pay any indebtedness owed to the Company
or any of its Restricted Subsidiaries;




     (2) make loans or advances to the Company or any of its Restricted Subsidiaries; or



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     (3) transfer any of its properties or assets to the Company or any of its Restricted
Subsidiaries.



     (b) However, the restrictions in Section 4.09(a) hereof shall not apply to encumbrances or
restrictions existing under or by reason of:




     (1) agreements governing Existing Indebtedness and the Credit Agreement as in effect on
the Issue Date and any amendments, modifications, restatements, renewals, increases,
supplements, refundings, replacements or refinancings of those agreements, provided that the
amendments, modifications, restatements, renewals, increases, supplements, refundings,
replacements or refinancings are not materially more restrictive, taken as a whole, with
respect to such dividend and other payment restrictions than those contained in those
agreements on the Issue Date;




     (2) this Indenture, the Notes and the related Subsidiary Guarantees;




     (3) applicable law;




     (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the
Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition
(except to the extent such Indebtedness or Capital Stock was incurred in connection with or
in contemplation of such acquisition), which encumbrance or restriction is not applicable to
any Person, or the properties or assets of any Person, other than the Person, or the
property or assets of the Person, so acquired; provided that, in the case of Indebtedness,
such Indebtedness was permitted by the terms of this Indenture to be incurred;




     (5) customary non-assignment provisions of any contract entered into in the ordinary
course of business and customary provisions restricting subletting of any interest in real
property contained in any lease or easement agreement of the Company or any Restricted
Subsidiary, or any customary restriction on the ability of a Restricted Subsidiary to
dividend, distribute or otherwise transfer any asset which secures Indebtedness secured by a
Lien and which Indebtedness and which Lien was permitted by this Indenture;




     (6) purchase money obligations for property acquired in the ordinary course of business
that impose restrictions on that property of the nature described in clause (3) of Section
4.09(a) hereof;




     (7) any agreement for the sale or other disposition of all or substantially all of the
assets or Capital Stock of a Restricted Subsidiary that restricts distributions by that
Restricted Subsidiary pending its sale or other disposition of all or substantially all of
the assets or capital stock of such Restricted Subsidiary;




     (8) Permitted Refinancing Indebtedness, provided that the restrictions contained in the
agreements governing such Permitted Refinancing Indebtedness with respect to dividends and
other payments are not materially more restrictive, taken as a whole, than those contained
in the agreements governing the Indebtedness being refinanced;




     (9) Liens securing Indebtedness otherwise permitted to be incurred under Section 4.13
hereof that limit the right of the debtor to dispose of the assets subject to such Liens;




     (10) provisions with respect to the disposition or distribution of assets or property
in joint venture agreements, asset sale agreements, stock sale agreements and other similar
agreements entered into in the ordinary course of business;




     (11) restrictions on cash or other deposits or net worth imposed by customers under
contracts entered into in the ordinary course of business; and



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     (12) any encumbrance or restriction pursuant to customary provisions restricting
dispositions of real property interests set forth in any reciprocal easement agreements of
the Company or any Restricted Subsidiary.



     Section 4.10. Incurrence of Indebtedness and Issuance of Preferred Stock.



     (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to,
directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or
indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any
Indebtedness (including Acquired Debt), and the Company shall not issue any Disqualified Stock and
shall not permit any of its Restricted Subsidiaries to issue any shares of preferred stock;
provided, however, that the Company or its Restricted Subsidiaries may incur Indebtedness
(including Acquired Debt) or issue Disqualified Stock, and the Guarantors may incur Indebtedness or
issue preferred stock, if the Fixed Charge Coverage Ratio for the Company’s most recently ended
four full fiscal quarters for which internal financial statements are available immediately
preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or
preferred stock is issued would have been at least 2.0 to 1, determined on a pro forma basis
(including a pro forma application of the net proceeds therefrom), as if the additional
Indebtedness had been incurred or the preferred stock or Disqualified Stock had been issued, as the
case may be, at the beginning of such four-quarter period.



     (b) The provisions of Section 4.10(a) hereof shall not prohibit the incurrence of any of the
following items of Indebtedness or the issuance of Disqualified Stock, as set forth below
(collectively, “Permitted Debt”):




     (1) the incurrence by the Company and any Restricted Subsidiaries of Indebtedness under
Credit Facilities in an aggregate principal amount at any one time outstanding under this
clause (1) not to exceed $715.0 million;




     (2) the incurrence by the Company and its Restricted Subsidiaries of the Existing
Indebtedness;




     (3) the incurrence by the Company and the Guarantors of the Indebtedness represented by
the Notes and the related Subsidiary Guarantees to be issued on the Issue Date;




     (4) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness
represented by Capital Lease Obligations, mortgage financings or purchase money obligations,
in each case, incurred for the purpose of financing all or any part of the purchase price or
cost of construction or improvement of property, plant or equipment used in the business of the Company or such
Restricted Subsidiary, in an aggregate principal amount, including all Permitted Refinancing
Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to
this clause (4), not to exceed the greater of $25.0 million or 5.0% of Consolidated Tangible
Assets at any time outstanding;




     (5) the incurrence by the Company or any of its Restricted Subsidiaries of Permitted
Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund,
refinance or replace, Indebtedness (other than intercompany Indebtedness) or Disqualified
Stock that was permitted by this Indenture to be incurred under Section 4.10(a) hereof or
clauses (2), (3), (4), (5) or (13) of this Section 4.10(b);




     (6) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany
Indebtedness between or among the Company and any of its Restricted Subsidiaries or the
refinancing or replacement of existing intercompany Indebtedness between or among the
Company and any of its Restricted Subsidiaries; provided, however, that:




          (a) if the Company or any Guarantor is the obligor on such Indebtedness, such
Indebtedness must be expressly subordinated to the prior payment in full in cash of
all Obligations with respect to the Notes, in the case of the Company, or the
Subsidiary Guarantee, in the case of a Guarantor; and




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     (b) (i) any subsequent issuance or transfer of Equity Interests that results in
any such Indebtedness being held by a Person other than the Company or a Restricted
Subsidiary of the Company and (ii) any sale or other transfer of any such
Indebtedness to a Person that is not either the Company or a Restricted Subsidiary
of the Company shall be deemed, in each case, to constitute an incurrence of such
Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that
was not permitted by this clause (6);




     (7) Hedging Obligations that are entered into by the Company or a Restricted Subsidiary
for the purpose of fixing, hedging or swapping interest rate risk in the ordinary course of
the Company’s financial management (but in any event excluding Hedging Obligations entered
into for speculative purposes);




     (8) the guarantee by the Company or any of its Restricted Subsidiaries of Indebtedness
of the Company or a Restricted Subsidiary of the Company that was permitted to be incurred
by another provision of this Section 4.10;




     (9) the accrual of interest, the accretion or amortization of original issue discount,
the payment of interest on any Indebtedness in the form of additional Indebtedness with the
same terms, and the payment of dividends on Disqualified Stock in the form of additional
shares of the same class of Disqualified Stock shall not be deemed to be an incurrence of
Indebtedness or an issuance of Disqualified Stock for purposes of this Section 4.10;
provided, in each such case, that the amount thereof is included in Fixed Charges of the
Company as accrued interest;




     (10) the incurrence by the Company or any of its Restricted Subsidiaries of
Indebtedness, including Indebtedness represented by letters of credit for the account of the
Company or any Restricted Subsidiary, incurred in respect of workers’ compensation claims,
self-insurance obligations, performance, proposal, completion, surety and similar bonds and
completion guarantees provided by the Company or any of its Restricted Subsidiaries in the
ordinary course of business; provided that the underlying obligation to perform is that of
the Company and its Restricted Subsidiaries and not that of the Company’s Unrestricted
Subsidiaries; provided further that such underlying obligation is not in respect of borrowed
money;




     (11) the incurrence by the Company or any Restricted Subsidiary of Indebtedness arising
from the honoring by a bank or other financial institution of a check, draft or similar
instrument (except in the case of daylight overdrafts) drawn against insufficient funds in
the ordinary course of business, provided that such Indebtedness is extinguished within five
business days of incurrence;




     (12) the incurrence by the Company or any of its Restricted Subsidiaries of
Indebtedness, including but not limited to Indebtedness represented by letters of credit for
the account of the Company or any Restricted Subsidiary, arising from agreements of the
Company or a Restricted Subsidiary providing for indemnification, adjustment of purchase
price or similar obligations, in each case, incurred or assumed in connection with the
disposition of any business, assets or Equity Interests of the Company or a Restricted
Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or
any portion of such business, assets or Equity Interests for the purpose of financing such
acquisition; and




     (13) the incurrence by the Company or any Subsidiary of additional Indebtedness in an
aggregate principal amount (or accreted value, as applicable) at any time outstanding,
including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace
any Indebtedness incurred pursuant to this clause (13), not to exceed $75.0 million.



     The Company shall not incur any Indebtedness (including Permitted Debt) that is contractually
subordinated in right of payment to any other Indebtedness of the Company unless such Indebtedness
is also contractually subordinated in right of payment to the Notes on substantially identical
terms; provided, however, that no Indebtedness of the Company shall be deemed to be contractually
subordinated in right of payment to any other Indebtedness of the Company solely by virtue of being
unsecured.



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     For purposes of determining compliance with the provisions in this Indenture relating to this
Section 4.10, in the event that an item of proposed Indebtedness meets the criteria of more than
one of the categories of Permitted Debt described in clauses (1) through (13) above, or is entitled
to be incurred pursuant to Section 4.10(a) hereof, the Company shall be permitted to classify such
item of Indebtedness on the date of its incurrence, or later reclassify all or a portion of such
item of Indebtedness, in any manner that complies with this Section 4.10. Indebtedness under the
Credit Agreement outstanding on the Issue Date will be deemed to have been incurred on such date in
reliance on the exception provided by clause (1) of the definition of Permitted Debt.



     Section 4.11. Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly
or indirectly, consummate an Asset Sale unless:




     (1) the Company (or the Restricted Subsidiary, as the case may be) receives
consideration at the time of the Asset Sale at least equal to (a) the fair market value of
the assets (other than Designated Assets) or Equity Interests issued or sold or otherwise disposed of and (b) the
Designated Asset Value of the Designated Assets sold or otherwise disposed of;




     (2) the fair market value or Designated Asset Value, as applicable, is determined by
the Company’s Board of Directors and evidenced by a resolution of the Board of Directors set
forth in an Officers’ Certificate delivered to the Trustee; and




     (3) at least 75% of the consideration received in the Asset Sale by the Company or such
Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this
clause (3) only, each of the following will be deemed to be cash:




     (A) any liabilities, as shown on the Company’s or such Restricted Subsidiary’s
most recent balance sheet, of the Company or any Restricted Subsidiary (other than
contingent liabilities and liabilities that are by their terms subordinated to the
Notes or any Subsidiary Guarantee) that are assumed by the transferee of any such
assets pursuant to a customary novation agreement that releases the Company or such
Restricted Subsidiary from further liability;




     (B) any securities, notes or other obligations received by the Company or any
such Restricted Subsidiary from such transferee that are converted within 90 days of
the applicable Asset Sale by the Company or such Restricted Subsidiary into cash or
Cash Equivalents, to the extent of the cash or Cash Equivalents received in that
conversion;




     (C) 100% of the securities, notes or other obligations or Indebtedness actually
received by the Company as consideration for the sale or other disposition of a
Designated Asset pursuant to the terms of a Designated Asset Contract, but only to
the extent that such securities, notes or other obligations or Indebtedness were
explicitly required to be included, or permitted to be included solely at the option
of the purchaser, in such consideration pursuant to the terms of the applicable
Designated Asset Contract;




     (D) 100% of the Indebtedness actually received by the Company as consideration
for the sale or other disposition of an Unoccupied Facility; and




     (E) any Designated Non-Cash Consideration received by the Company or any such
Restricted Subsidiary in the Asset Sale.



     Notwithstanding the foregoing, the Company and its Restricted Subsidiaries may engage in Asset
Swaps; provided that




     (1) immediately after giving effect to such Asset Swap, the Company would be permitted
to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage
Ratio test set forth in Section 4.10(a) hereof; and



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     (2) the Board of Directors of the Company determines that the fair market value of the
assets received by the Company in the Asset Swap is not less than the fair market value of
the assets disposed of by the Company in such Asset Swap and such determination is evidenced
by a resolution of the Board of Directors set forth in an Officers’ Certificate delivered to
the Trustee.



     Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company may
apply those Net Proceeds:




     (1) to repay Indebtedness under a Credit Facility;




     (2) to acquire all or substantially all of the assets of, or a majority of the Voting
Stock of, another Permitted Business;




     (3) to make a capital expenditure (provided that the completion of (i) construction of
new facilities, (ii) expansions to existing facilities, and (iii) repair or reconstruction
of damaged or destroyed facilities which commences within 360 days after the receipt of any
Net Proceeds from an Asset Sale by the Company may extend for an additional 360-day period
if the Net Proceeds to be used for such construction, expansion or repair are committed to
and set aside specifically for such activity within 360 days of their receipt); or




     (4) to acquire other long-term assets that are used or useful in a Permitted Business.


Pending the final application of any Net Proceeds, the Company may invest the Net Proceeds in any
manner that is not prohibited by this Indenture. For avoidance of doubt, prior to being required
to permanently reduce revolving credit facility commitments the Company shall have the option of
making an Asset Sale Offer in accordance with the terms of this Indenture.




     Any Net Proceeds from Asset Sales that are not applied or invested as provided in the
preceding paragraph shall constitute “Excess Proceeds.” When the aggregate amount of
Excess Proceeds exceeds $15.0 million, the Company shall make an Asset Sale Offer to all Holders of
Notes and, at the Company’s option, all holders of other Indebtedness that is pari passu with the
Notes containing provisions similar to those set forth in this Indenture with respect to offers to
purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of
Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The
offer price in any Asset Sale Offer shall be equal to 100% of principal amount plus accrued and
unpaid interest to the date of purchase, and will be payable in cash. If any Excess Proceeds
remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for any
purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and
other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess
Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased
on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall
be reset at zero.



     The Company shall comply with the requirements of Section 3.09 herein and Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the extent those laws and
regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale
Offer. To the extent that the provisions of any securities laws or regulations conflict with the
Asset Sale provisions of this Indenture, the Company shall comply with the applicable securities
laws and regulations and shall not be deemed to have breached its obligations under Section 3.09
hereof or this Section 4.11 by virtue of such conflict.



     Section 4.12. Transactions with Affiliates.



     (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make
any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets
to, or purchase any property or assets from, or enter into or make or amend any transaction,
contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any
Affiliate (each, an “Affiliate Transaction”), unless:



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     (1) the Affiliate Transaction is on terms that are no less favorable to the Company or
the relevant Restricted Subsidiary than those that would have been obtained in a comparable
transaction by the Company or such Restricted Subsidiary with an unrelated Person; and
`




     (2) the Company delivers to the Trustee:




     (A) with respect to any Affiliate Transaction or series of related Affiliate
Transactions involving aggregate consideration in excess of $10.0 million, a
resolution of the Board of Directors set forth in an Officers’ Certificate
certifying that such Affiliate Transaction complies with this Section 4.12 and that
such Affiliate Transaction has been approved by a majority of the disinterested
members of the Board of Directors; and




     (B) with respect to any Affiliate Transaction or series of related Affiliate
Transactions involving aggregate consideration in excess of $20.0 million, an
opinion as to the fairness to the Company of such Affiliate Transaction from a
financial point of view issued by an accounting, appraisal or investment banking
firm of national standing.



     (b) The following items shall not be deemed to be Affiliate Transactions and, therefore, shall
not be subject to the provisions of Section 4.12(a) hereof:




     (1) any employment or indemnity agreement entered into by the Company or any of its
Restricted Subsidiaries in the ordinary course of business and consistent with the past
practice of the Company or such Restricted Subsidiary;




     (2) transactions between or among the Company and/or its Restricted Subsidiaries;




     (3) transactions with a Person that is an Affiliate of the Company solely because the
Company owns an Equity Interest in, or controls, such Person;




     (4) payment of reasonable directors’ fees to Persons who are not otherwise Affiliates
of the Company;




     (5) sales of Equity Interests (other than Disqualified Stock) to Affiliates of the
Company;




     (6) Permitted Investment and Restricted Payments that are permitted by Section 4.08
hereof; and




     (7) any issuance of securities or other payments, awards or grants in cash, securities
or otherwise pursuant to, or the funding of, employment arrangements, stock options and
stock ownership plans and other reasonable fees, compensation, benefits and indemnities paid
or entered into by the Company or any of its Restricted Subsidiaries in the ordinary course
of business to or with officers, directors or employees of the Company and its Restricted
Subsidiaries.



     Section 4.13. Liens. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, create,
incur, assume or otherwise cause or suffer to exist or become effective any Lien of any kind (other
than Permitted Liens) upon any of their property or assets, now owned or hereafter acquired, unless
all payments due under this Indenture and the Notes are secured on an equal and ratable basis with
the obligations so secured until such time as such obligations are no longer secured by a Lien.



     Section 4.14. Business Activities. The Company shall not, and shall not permit any Restricted Subsidiary to, engage in any
business other than Permitted Businesses, except to such extent as would not be material to the
Company and its Restricted Subsidiaries taken as a whole.



     Section 4.15. Corporate Existence. Subject to Article 5 hereof, the Company shall do or cause to be done all things necessary
to preserve and keep in full force and effect:



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     (1) its corporate existence, and the corporate, partnership or other existence of each
of its Subsidiaries, in accordance with the respective organizational documents (as the same
may be amended from time to time) of the Company or any such Subsidiary; and




     (2) the rights (charter and statutory), licenses and franchises of the Company and its
Subsidiaries; provided, however, that the Company shall not be required to preserve any such
right, license or franchise, or the corporate, partnership or other existence of any of its
Subsidiaries, if the Board of Directors shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company and its Subsidiaries, taken
as a whole, and that the loss thereof is not adverse in any material respect to the Holders
of the Notes.



     Section 4.16. Offer to Repurchase upon Change of Control.



     (a) Upon the occurrence of a Change of Control, the Company shall make an offer (a “Change
of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral
multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to
101% of the aggregate principal amount of the Notes repurchased plus accrued and unpaid interest,
if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment”).
Within ten Business Days following any Change of Control, the Company shall mail a notice to each
Holder describing the transaction or transactions that constitute the Change of Control and
stating:




     (1) that the Change of Control Offer is being made pursuant to this Section 4.16 and
that all Notes tendered will be accepted for payment;




     (2) the purchase price and the purchase date, which shall be no earlier than 30 days
and no later than 60 days from the date such notice is mailed (the “Change of Control
Payment Date”);




     (3) that any Note not tendered will continue to accrue interest;




     (4) that, unless the Company defaults in the payment of the Change of Control Payment,
all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue
interest after the Change of Control Payment Date;




     (5) that Holders electing to have any Notes purchased pursuant to a Change of Control
Offer will be required to surrender the Notes, with the form entitled “Option of Holder to
Elect Purchase” on the reverse of the Notes completed, to the Paying Agent at the address
specified in the notice prior to the close of business on the third Business Day preceding
the Change of Control Payment Date;




     (6) that Holders will be entitled to withdraw their election if the Paying Agent
receives, not later than the close of business on the second Business Day preceding the
Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting
forth the name of the Holder, the principal amount of Notes delivered for purchase, and a
statement that such Holder is withdrawing his election to have the Notes purchased; and




     (7) that Holders whose Notes are being purchased only in part will be issued new Notes
equal in principal amount to the unpurchased portion of the Notes surrendered, which
unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of
$1,000 in excess thereof.



     The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any
other securities laws and regulations thereunder to the extent those laws and regulations are
applicable in connection with the repurchase of the Notes as a result of a Change in Control. To
the extent that the provisions of any securities laws or regulations conflict with the provisions
of Sections 3.09, 4.11 or 4.16 hereof, the Company shall comply with the applicable securities laws
and regulations and shall not be deemed to have breached its obligations under Sections 3.09, 4.11
or this Section 4.16 by virtue of such conflict.



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     (b) On the Change of Control Payment Date, the Company shall, to the extent lawful:




     (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the
Change of Control Offer;




     (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in
respect of all Notes or portions of Notes properly tendered; and




     (3) deliver or cause to be delivered to the Trustee the Notes properly accepted
together with an Officers’ Certificate stating the aggregate principal amount of Notes or
portions of Notes being purchased by the Company.



     The Paying Agent shall promptly mail to each Holder of Notes properly tendered the Change of
Control Payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to
be transferred by book entry) to each Holder a new Note equal in principal amount to any
unpurchased portion of the Notes surrendered, if any; provided that each new Note shall be in a
principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.



     The Company shall publicly announce the results of the Change of Control Offer on or as soon
as practicable after the Change of Control Payment Date.



     The provisions described above that require the Company to make a Change of Control Offer
following a Change of Control shall be applicable whether or not any other provisions of this
Indenture are applicable.



     (c) The Company shall not be required to make a Change of Control Offer upon a Change of
Control if a third party makes the Change of Control Offer in the manner, at the times and
otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of
Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under
the Change of Control Offer.



     Section 4.17. Limitation on Sale and Leaseback Transactions. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, enter
into any Sale and Leaseback Transaction; provided that the Company or any Guarantor may enter into
a Sale and Leaseback Transaction if:




     (1) the Company or that Guarantor, as applicable, could have (a) incurred Indebtedness
in an amount equal to the Attributable Debt relating to such Sale and Leaseback Transaction
under the Fixed Charge Coverage Ratio test in Section 4.10(a) hereof and (b) incurred a Lien
to secure such Indebtedness pursuant to Section 4.13 hereof;




     (2) the gross cash proceeds of that Sale and Leaseback Transaction are at least equal
to the fair market value, as determined in good faith by the Board of Directors and set
forth in an Officers’ Certificate delivered to the Trustee, of the property that is the
subject of that Sale and Leaseback Transaction; and




     (3) the transfer of assets in that Sale and Leaseback Transaction is permitted by, and
the Company applies the proceeds of such transaction in compliance with, Section 4.11
hereof.



     Section 4.18. Payments for Consent. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly
or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of
Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions
of this Indenture or the Notes unless such consideration is offered to be paid and is paid to all
Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the
solicitation documents relating to such consent, waiver or agreement.



     Section 4.19. Additional Subsidiary Guarantees. If any Subsidiary of the Company that is not a Guarantor enters into a Guarantee of a
Credit Facility or any part of the Indebtedness created under Credit Facilities permitted to be
incurred pursuant to clause (1) of Section
4.10(b) hereof, then that Subsidiary shall become a



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Guarantor and shall execute a supplemental
indenture and deliver an Opinion of Counsel satisfactory to the Trustee within 10 Business Days of
the date on which it was acquired or created. The form of such Subsidiary Guarantee is attached as
Exhibit B hereto.




     Section 4.20. Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors may designate any Restricted Subsidiary to be an Unrestricted
Subsidiary if that designation would not cause a Default or Event of Default. If a Restricted
Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all
outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary
properly designated shall be deemed to be Investments made as of the time of the designation,
subject to the limitations on Restricted Payments. That designation shall only be permitted if the
Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the
definition of an Unrestricted Subsidiary. The Board of Directors may redesignate any Unrestricted
Subsidiary to be a Restricted Subsidiary if the redesignation would not cause a Default.



ARTICLE 5

SUCCESSORS




     Section 5.01. Merger, Consolidation, or Sale of Assets. The Company shall not, in a single transaction or a series of related transactions,
consolidate with or merge with or into any other Person or sell, assign, convey, transfer, lease or
otherwise dispose of all or substantially all of its properties and assets to any Person or group
of affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such
transaction or transactions if such transaction or transactions, in the aggregate, would result in
an assignment, conveyance, transfer, lease or disposition of all or substantially all of the
properties and assets of the Company and its Restricted Subsidiaries taken as a whole to any other
Person or group of affiliated Persons, unless at the time and after giving effect thereto:




     (1) either: (a) the Company or any Restricted Subsidiary is the surviving corporation;
or (b) the Person formed by or surviving any such consolidation or merger (if other than the
Company or any Restricted Subsidiary) or to which such sale, assignment, transfer,
conveyance or other disposition has been made is a corporation organized or existing under
the laws of the United States, any state of the United States or the District of Columbia;




     (2) the Person formed by or surviving any such consolidation or merger (if other than
the Company or any Restricted Subsidiary) or the Person to which such sale, assignment,
transfer, conveyance or other disposition has been made assumes all the obligations of the
Company under the Notes and this Indenture pursuant to agreements reasonably satisfactory to
the Trustee;




     (3) immediately after such transaction no Default or Event of Default exists; and




     (4) the Company, the Restricted Subsidiary, or the other Person formed by or surviving
any such consolidation or merger (if other than the Company or a Restricted Subsidiary), or
to which such sale, assignment, transfer, conveyance or other disposition has been made
will, on the date of such transaction after giving pro forma effect thereto and any related
financing transactions as if the same had occurred at the beginning of the applicable
four-quarter period, (i) be permitted to incur at least $1.00 of additional Indebtedness
pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section
4.10 hereof or (ii) have a Fixed Charge Coverage Ratio that exceeds the Company’s Fixed
Charge Coverage Ratio immediately prior to such transaction and any related financing
transactions.



     The covenant described under this Section 5.01 shall not apply to: (i) a sale, assignment,
transfer, conveyance or other disposition of assets between or among the Company and any of its
Restricted Subsidiaries; (ii) any merger of a Restricted Subsidiary into the Company or another
Restricted Subsidiary; (iii) any merger of the Company into a wholly owned Restricted Subsidiary
created for the purpose of holding the Equity Interests of the Company; or (iv) a merger between the Company and a newly created Affiliate incorporated solely
for the purpose of reincorporating the Company in another state of the United States.



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     Section 5.02. Successor Corporation Substituted. Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or
other disposition of all or substantially all of the assets of the Company in a transaction that is
subject to, and that complies with the provisions of, Section 5.01 hereof, the successor
corporation formed by such consolidation or into or with which the Company is merged or to which
such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to,
and be substituted for (so that from and after the date of such consolidation, merger, sale, lease,
conveyance or other disposition, the provisions of this Indenture referring to the “Company” shall
refer instead to the successor corporation and not to the Company), and may exercise every right
and power of the Company under this Indenture with the same effect as if such successor Person had
been named as the Company herein; provided, however, that the predecessor Company shall not be
relieved from the obligation to pay the principal of and interest on the Notes except in the case
of a sale of all of the Company’s assets in a transaction that is subject to, and that complies
with the provisions of, Section 5.01 hereof.



ARTICLE 6

DEFAULTS AND REMEDIES




     Section 6.01. Events of Default. Each of the following is an “Event of Default”:




     (1) the Company defaults for 30 days in the payment when due of interest on the Notes;




     (2) the Company defaults in the payment when due (at maturity, upon redemption or
otherwise) of the principal of, or premium, if any, on the Notes;




     (3) the Company or any of its Restricted Subsidiaries fails to comply with the
provisions of Sections 4.11, 4.16 or 5.01 hereof;




     (4) the Company or any Guarantor fails to observe or perform any other covenant,
representation, warranty or other agreement in this Indenture or the Notes for 60
consecutive days after notice to the Company by the Trustee or the Holders of at least 25%
in aggregate principal amount of the Notes then outstanding voting as a single class;




     (5) a default occurs under any mortgage, indenture or instrument under which there may
be issued or by which there may be secured or evidenced any Indebtedness for money borrowed
by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed
by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or
guarantee now exists, or is created after the Issue Date, if that default:




     (A) is caused by a failure to pay principal of, or interest or premium, if any,
on such Indebtedness prior to the expiration of the grace period provided in such
Indebtedness on the date of such default (a “Payment Default”); or




     (B) results in the acceleration of such Indebtedness prior to its express
maturity,




and, in each case, the principal amount of any such Indebtedness, together with the
principal amount of any other such Indebtedness under which there has been a Payment Default
or the maturity of which has been so accelerated, aggregates $25.0 million or more;




     (6) failure by the Company or any of its Restricted Subsidiaries to pay final judgments
aggregating in excess of $25.0 million, which judgments are not paid, discharged or stayed
for a period of 60 days;




     (7) the Company or any Restricted Subsidiary that is a Significant Subsidiary or any
group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary
pursuant to or within the meaning of Bankruptcy Law:




     (A) commences a voluntary case,



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     (B) consents to the entry of an order for relief against it in an involuntary
case,




     (C) consents to the appointment of a custodian of it or for all or
substantially all of its property,




     (D) makes a general assignment for the benefit of its creditors, or




     (E) generally is not paying its debts as they become due;




     (8) a court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that:




     (A) is for relief against the Company or any of its Significant Subsidiaries or
any group of Subsidiaries that, taken as a whole, would constitute a Significant
Subsidiary in an involuntary case;




     (B) appoints a custodian of the Company or any of its Significant Subsidiaries
or any group of Subsidiaries that, taken as a whole, would constitute a Significant
Subsidiary or for all or substantially all of the property of the Company or any of
its Significant Subsidiaries or any group of Subsidiaries that, taken as a whole,
would constitute a Significant Subsidiary; or




     (C) orders the liquidation of the Company or any of its Significant
Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a
Significant Subsidiary;




and the order or decree remains unstayed and in effect for 60 consecutive days; or




     (9) except as permitted by this Indenture, any Subsidiary Guarantee shall be held in
any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be
in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor,
shall deny or disaffirm its obligations under its Subsidiary Guarantee.



     Section 6.02. Acceleration. In the case of an Event of Default specified in clause (7) or (8) of Section 6.01 hereof,
with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any
group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all
outstanding Notes will become due and payable immediately without further action or notice. If any
other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in
aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and
payable immediately.



     Upon any such declaration, the Notes shall become due and payable immediately.
Notwithstanding the foregoing, if an Event of Default specified in clause (7) or (8) of Section
6.01 hereof occurs with respect to the Company, any Restricted Subsidiary that is a Significant
Subsidiary or any group of Subsidiaries that, taken as a whole, would constitute a Significant
Subsidiary, all outstanding Notes shall be due and payable immediately without further action or
notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes
by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration
and its consequences if the rescission would not conflict with any judgment or decree and if all
existing Events of Default (except nonpayment of principal, interest or premium that has become due
solely because of the acceleration) have been cured or waived.



     Section 6.03. Other Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available
remedy to collect the payment of principal, premium, if any, and interest on the Notes or to
enforce the performance of any provision of the Notes or this Indenture.



     The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not
produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note
in exercising any right



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or remedy accruing upon an Event of Default shall not impair the right or
remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.




     Section 6.04. Waiver of Past Defaults. Holders of not less than a majority in aggregate principal amount of the then outstanding
Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive an existing
Default or Event of Default and its consequences hereunder, except a continuing Default or Event of
Default in the payment of the principal of, premium, if any, or interest on, the Notes (including
in connection with an offer to purchase); provided, however, that the Holders of a majority in
aggregate principal amount of the then outstanding Notes may rescind an acceleration and its
consequences, including any related payment default that resulted from such acceleration. Upon any
such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be
deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to
any subsequent or other Default or impair any right consequent thereon.



     Section 6.05. Control by Majority. Holders of a majority in principal amount of the then outstanding Notes may direct the
time, method and place of conducting any proceeding for exercising any remedy available to the
Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to
follow any direction that conflicts with law or this Indenture that the Trustee determines may be
unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in
personal liability. The Trustee shall be entitled to take any other action deemed proper by the
Trustee which is not inconsistent with such direction or this Indenture.



     Section 6.06. Limitation on Suits. A Holder of a Note may pursue a remedy with respect to this Indenture or the Notes only if:




     (1) the Holder of a Note gives to the Trustee written notice of a continuing Event of
Default;




     (2) the Holders of at least 25% in principal amount of the then outstanding Notes make
a written request to the Trustee to pursue the remedy;




     (3) such Holder of a Note or Holders of Notes offer and, if requested, provide to the
Trustee indemnity satisfactory to the Trustee against any loss, liability or expense;




     (4) the Trustee does not comply with the request within 60 days after receipt of the
request and the offer and, if requested, the provision of indemnity; and




     (5) during such 60-day period the Holders of a majority in principal amount of the then
outstanding Notes do not give the Trustee a written direction inconsistent with the request.



     A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a
Note or to obtain a preference or priority over another Holder of a Note.



     Section 6.07. Rights of Holders of Notes to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to
receive payment of principal, premium, if any, and interest on the Note, on or after the respective
due dates expressed in the Note (including in connection with an offer to purchase), or to bring
suit for the enforcement of any such payment on or after such respective dates, shall not be
impaired or affected without the consent of such Holder.



     Section 6.08. Collection Suit by Trustee. If an Event of Default specified in Section 6.01(1) or (2) hereof occurs and is continuing,
the Trustee is authorized to recover judgment in its own name and as trustee of an express trust
against the Company for the whole amount of principal of, premium, if any, and interest remaining
unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest and such
further amount as shall be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel.



     Section 6.09. Trustee May File Proofs of Claim. The Trustee is authorized to file such proofs of claim and other papers or documents as may
be necessary or advisable in order to have the claims of the Trustee (including



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any claim for the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Company
(or any other obligor upon the Notes), its creditors or its property and shall be entitled and
empowered to collect, receive and distribute any money or other property payable or deliverable on
any such claims and any custodian in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the
payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in
any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien
on, and shall be paid out of, any and all distributions, dividends, money, securities and other
properties that the Holders may be entitled to receive in such proceeding whether in liquidation or
under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any
Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder
in any such proceeding.




     Section 6.10. Priorities. If the Trustee collects any money pursuant to this Article 6, it shall pay out the money in
the following order:




     First: to the Trustee, its agents and attorneys for amounts due under Section 7.07
hereof, including payment of all compensation, expense and liabilities incurred, and all
advances made, by the Trustee and the costs and expenses of collection;




     Second: to Holders of Notes for amounts due and unpaid on the Notes for principal,
premium, if any, and interest, ratably, without preference or priority of any kind,
according to the amounts due and payable on the Notes for principal, premium, if any, and
interest, respectively; and




     Third: to the Company or to such party as a court of competent jurisdiction shall
direct.



     The Trustee may fix a record date and payment date for any payment to Holders of Notes
pursuant to this Section 6.10.



     Section 6.11. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit
against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion
may require the filing by any party litigant in the suit of an undertaking to pay the costs of the
suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’
fees, against any party litigant in the suit, having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the
Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more
than 10% in principal amount of the then outstanding Notes.



ARTICLE 7

TRUSTEE




     Section 7.01. Duties of Trustee.



     (a) If an Event of Default has occurred and is continuing, the Trustee will exercise such of
the rights and powers vested in it by this Indenture, and use the same degree of care and skill in
its exercise, as a prudent person would exercise or use under the circumstances in the conduct of
such person’s own affairs.



     (b) Except during the continuance of an Event of Default:




     (1) the duties of the Trustee will be determined solely by the express provisions of
this Indenture and the Trustee need perform only those duties that are specifically set
forth in this Indenture and no others, and no implied covenants or obligations shall be read
into this Indenture against the Trustee; and



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     (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the requirements of this
Indenture. However, in the case of any such certificates or opinions which by any
provisions hereof are specifically required to be furnished to the Trustee, the Trustee will
examine the certificates and opinions to determine whether or not they conform to the
requirements of this Indenture.



     (c) The Trustee may not be relieved from liabilities for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that:




     (1) this paragraph does not limit the effect of paragraph (b) of this Section 7.01;




     (2) the Trustee will not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the
pertinent facts; and




     (3) the Trustee will not be liable with respect to any action it takes or omits to take
in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof.



     (d) Whether or not therein expressly so provided, every provision of this Indenture that in
any way relates to the Trustee is subject to paragraphs (a), (b), and (c) of this Section 7.01.



     (e) No provision of this Indenture will require the Trustee to expend or risk its own funds or
incur any liability. The Trustee will be under no obligation to exercise any of its rights and
powers under this Indenture at the request of any Holders, unless such Holder has offered to the
Trustee security and indemnity satisfactory to it against any loss, liability or expense.



     (f) The Trustee will not be liable for interest on any money received by it except as the
Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be
segregated from other funds except to the extent required by law.



     Section 7.02. Rights of Trustee.



     (a) The Trustee may conclusively rely upon any document believed by it to be genuine and to
have been signed or presented by the proper Person. The Trustee need not investigate any fact or
matter stated in the document.



     (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate
or an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits
to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee
may consult with counsel and the written advice of such counsel or any Opinion of Counsel will be
full and complete authorization and protection from liability in respect of any action taken,
suffered or omitted by it hereunder in good faith and in reliance thereon.



     (c) The Trustee may act through its attorneys and agents and will not be responsible for the
misconduct or negligence of any agent appointed with due care.



     (d) The Trustee will not be liable for any action it takes or omits to take in good faith that
it believes to be authorized or within the rights or powers conferred upon it by this Indenture.



     (e) Unless otherwise specifically provided in this Indenture, any demand, request, direction
or notice from the Company will be sufficient if signed by an Officer of the Company.



     (f) The Trustee will be under no obligation to exercise any of the rights or powers vested in
it by this Indenture at the request or direction of any of the Holders unless such Holders have
offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities
that might be incurred by it in compliance with such request or direction.



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     (g) The Trustee shall not be deemed to have notice of any default or Event of Default unless a
Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any
event which is in fact such a default or Event of Default is received by the Trustee at the
Corporate Trust Office of the Trustee, and such notice references the Notes governed by this
Indenture.



     (h) The rights, privileges, immunities and benefits given to the Trustee hereunder, including
without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the
Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed
by the Trustee consistent with the terms of this Indenture to act hereunder.



     (i) Any permissive right or authority granted to the Trustee shall not be construed as a
mandatory duty.



     Section 7.03. Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of
Notes and may otherwise deal with the Company or any Affiliate of the Company with the same rights
it would have if it were not Trustee. However, in the event that the Trustee acquires any
conflicting interest, as described in the TIA, it must eliminate such conflict within 90 days,
apply to the SEC for permission to continue as Trustee or resign. Any Agent may do the same with
like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.



     Section 7.04. Trustee’s Disclaimer. The Trustee will not be responsible for and makes no representation as to the validity or
adequacy of this Indenture or the Notes, it shall not be accountable for the Company’s use of the
proceeds from the Notes or any
money paid to the Company or upon the Company’s direction under any provision of this
Indenture, it will not be responsible for the use or application of any money received by any
Paying Agent other than the Trustee, and it will not be responsible for any statement or recital
herein or any statement in the Notes or any other document in connection with the sale of the Notes
or pursuant to this Indenture other than its certificate of authentication.



     Section 7.05. Notice of Defaults. If a Default or Event of Default occurs and is continuing and if it is known to the
Trustee, the Trustee will mail to Holders of Notes a notice of the Default or Event of Default
within 90 days after it occurs. Except in the case of a Default or Event of Default in payment of
principal of, premium, if any, or interest on any Note, the Trustee may withhold the notice if and
so long as a committee of its Responsible Officers in good faith determines that withholding the
notice is in the interests of the Holders of the Notes.



     Section 7.06. Reports by Trustee to Holders of the Notes.



     (a) Within 60 days after each May 15 beginning with the May 15 following the date of this
Indenture, and for so long as Notes remain outstanding, the Trustee will mail to the Holders of the
Notes a brief report dated as of such reporting date that complies with TIA Section 313(a) (but if
no event described in TIA Section 313(a) has occurred within the twelve months preceding the
reporting date, no report need be transmitted). The Trustee also will comply with TIA Section
313(b)(2). The Trustee will also transmit by mail all reports as required by TIA Section 313(c).



     (b) A copy of each report at the time of its mailing to the Holders of Notes will be mailed by
the Trustee to the Company and filed by the Trustee with the SEC and each stock exchange on which
the Notes are listed in accordance with TIA Section 313(d). The Company will promptly notify the
Trustee when the Notes are listed on any stock exchange.



     Section 7.07. Compensation and Indemnity.



     (a) The Company will pay to the Trustee from time to time reasonable compensation for its
acceptance of this Indenture and services hereunder as the Company and Trustee shall from time to
time agree in writing. The Trustee’s compensation will not be limited by any law on compensation
of a trustee of an express trust. The Company will reimburse the Trustee promptly upon request for
all reasonable disbursements, advances and



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expenses incurred or made by it in addition to the
compensation for its services. Such expenses will include the reasonable compensation,
disbursements and expenses of the Trustee’s agents and counsel.




     (b) The Company and the Guarantors shall indemnify the Trustee against any and all losses,
liabilities or expenses incurred by it arising out of or in connection with the acceptance or
administration of its duties under this Indenture, including the costs and expenses of enforcing
this Indenture against the Company and the Guarantors (including this Section 7.07) and defending
itself against any claim (whether asserted by the Company, the Guarantors or any Holder or any
other Person) or liability in connection with the exercise or performance of any of its powers or
duties hereunder, except to the extent any such loss, liability or expense may be attributable to
its negligence or bad faith or willful misconduct. The Trustee will notify the Company promptly of
any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company will
not relieve the Company or any of the Guarantors of their obligations hereunder. The Company or
such Guarantor will defend the claim and the Trustee will cooperate in the defense. The Trustee
may have separate counsel and the Company will pay the reasonable fees and expenses of such
counsel. Neither the Company nor any Guarantor need pay for any settlement made without its
consent, which consent will not be unreasonably withheld.



     (c) The obligations of the Company and the Guarantors under this Section 7.07 will survive the
satisfaction and discharge of this Indenture.



     (d) To secure the Company’s payment obligations in this Section 7.07, the Trustee will have a
Lien prior to the Notes on all money or property held or collected by the Trustee, except that held
in trust to pay principal and interest on particular Notes. Such Lien will survive the
satisfaction and discharge of this Indenture.



     (e) When the Trustee incurs expenses or renders services after an Event of Default specified
in Section 6.01(7) or (8) hereof occurs, the expenses and the compensation for the services
(including the fees and expenses of its agents and counsel) are intended to constitute expenses of
administration under any Bankruptcy Law.



     (f) The Trustee will comply with the provisions of TIA Section 313(b)(2) to the extent
applicable.



     Section 7.08. Replacement of Trustee.



     (a) A resignation or removal of the Trustee and appointment of a successor Trustee will become
effective only upon the successor Trustee’s acceptance of appointment as provided in this Section
7.08.



     (b) The Trustee may resign in writing at any time and be discharged from the trust hereby
created by so notifying the Company. The Holders of a majority in principal amount of the then
outstanding Notes may remove the Trustee by so notifying the Trustee and the Company in writing.
The Company may remove the Trustee if:




     (1) the Trustee fails to comply with Section 7.10 hereof;




     (2) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is
entered with respect to the Trustee under any Bankruptcy Law;




     (3) a custodian or public officer takes charge of the Trustee or its property; or




     (4) the Trustee becomes incapable of acting.



     (c) If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for
any reason, the Company will promptly appoint a successor Trustee. Within one year after the
successor Trustee takes office, the Holders of a majority in principal amount of the then
outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the
Company.



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     (d) If a successor Trustee does not take office within 60 days after the retiring Trustee
resigns or is removed, the retiring Trustee, the Company, or the Holders of at least 10% in
principal amount of the then outstanding Notes may petition any court of competent jurisdiction for
the appointment of a successor Trustee.



     (e) If the Trustee, after written request by any Holder who has been a Holder for at least six
months, fails to comply with Section 7.10 hereof, such Holder may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.



     (f) A successor Trustee will deliver a written acceptance of its appointment to the retiring
Trustee and to the Company. Thereupon, the resignation or removal of the retiring Trustee will
become effective, and the successor Trustee will have all the rights, powers and duties of the
Trustee under this Indenture. The successor Trustee will mail a notice of its succession to
Holders. The retiring Trustee will promptly transfer all property held by it as Trustee to the
successor Trustee, provided all sums owing to the Trustee hereunder have been paid and subject to
the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant
to this Section 7.08, the Company’s obligations under Section 7.07 hereof will continue for the
benefit of the retiring Trustee.



     Section 7.09. Successor Trustee by Merger, etc. If the Trustee consolidates, merges or converts into, or transfers all or substantially all
of its corporate trust business to, another corporation, the successor corporation without any
further act will be the successor Trustee.



     Section 7.10. Eligibility; Disqualification. There will at all times be a Trustee hereunder that is a corporation organized and doing
business under the laws of the United States of America or of any state thereof that is authorized
under such laws to exercise corporate trustee power, that is subject to supervision or examination
by federal or state authorities and that has a combined capital and surplus of at least $100
million as set forth in its most recent published annual report of condition.



     This Indenture will always have a Trustee who satisfies the requirements of TIA Section
310(a)(1), (2) and (5). The Trustee is subject to TIA Section 310(b).



     Section 7.11. Preferential Collection of Claims Against Company. The Trustee is subject to TIA Section 311(a), excluding any creditor relationship listed in
TIA Section 311(b). A Trustee who has resigned or been removed shall be subject to TIA Section
311(a) to the extent indicated therein.



ARTICLE 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE




     Section 8.01. Option to Effect Legal Defeasance or Covenant Defeasance. The Company may, at the option of its Board of Directors evidenced by a resolution set
forth in an Officers’ Certificate, at any time, elect to have either Section 8.02 or 8.03 hereof be
applied to all outstanding Notes upon compliance with the conditions set forth below in this
Article 8.



     Section 8.02. Legal Defeasance and Discharge. Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this
Section 8.02, the Company and each of the Guarantors shall, subject to the satisfaction of the
conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their
obligations with respect to all outstanding Notes (including the Subsidiary Guarantees) on the date
the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this
purpose, Legal Defeasance means that the Company and the Guarantors will be deemed to have paid and
discharged the entire Indebtedness represented by the outstanding Notes (including the Subsidiary
Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section
8.05 hereof and the other Sections of this Indenture referred to in clauses (1) and (2) below, and
to have satisfied all their other obligations under such Notes, the Subsidiary Guarantees and this
Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper
instruments acknowledging the same), except for the following provisions which will survive until
otherwise terminated or discharged hereunder:



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     (1) the rights of Holders of outstanding Notes to receive payments in respect of the
principal of, or interest or premium, if any, on such Notes when such payments are due from
the trust referred to in Section 8.04 hereof;




     (2) the Company’s obligations with respect to such Notes under Article 2 and Section
4.02 hereof;




     (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the
Company’s and the Guarantors’ obligations in connection therewith; and




     (4) this Article 8.



     Subject to compliance with this Article 8, the Company may exercise its option under this
Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.



     Section 8.03. Covenant Defeasance. Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this
Section 8.03, the Company and the Guarantors shall, subject to the satisfaction of the conditions
set forth in Section 8.04 hereof, be released from each of their obligations under the covenants
contained in Sections 4.05, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.16, 4.17, 4.18, 4.19 and
4.20 hereof and clause (4) of Section 5.01 hereof with respect to the outstanding Notes on and
after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter,
“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the
purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences
of any thereof) in connection with such covenants, but will continue to be deemed “outstanding” for
all other purposes hereunder (it being understood that such Notes will not be deemed outstanding
for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the
outstanding Notes and Subsidiary Guarantees, the Company and the Guarantors may omit to comply with
and will have no liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such
covenant or by reason of any reference in any such covenant to any other provision herein or in any
other document and such omission to comply will not constitute a Default or an Event of Default
under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such
Notes and Subsidiary Guarantees will be unaffected thereby. In addition, upon the Company’s
exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to
the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(3) through
6.01(6) and Section 6.01(9) hereof will not constitute Events of Default.



     Section 8.04. Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section
8.02 or 8.03 hereof:




     (1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of
the Holders, cash in United States dollars, non-callable Government Securities, or a
combination thereof, in such amounts as will be sufficient, in the opinion of a nationally
recognized firm of independent public accountants, to pay the principal of, premium, if any,
and interest on the outstanding Notes on the stated date for payment thereof or on the
applicable redemption date, as the case may be, and the Company must specify whether the
Notes are being defeased to maturity or to a particular redemption date;




     (2) in the case of an election under Section 8.02 hereof, the Company has delivered to
the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee
confirming that:




     (A) the Company has received from, or there has been published by, the Internal
Revenue Service a ruling; or




     (B) since the Issue Date, there has been a change in the applicable federal
income tax law,




in either case to the effect that, and based thereon such Opinion of Counsel shall confirm
that, the Holders of the outstanding Notes will not recognize income, gain or loss for
federal income tax purposes as a result



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of such Legal Defeasance and will be subject to
federal income tax on the same amounts, in the same manner and at the same times as would
have been the case if such Legal Defeasance had not occurred;




     (3) in the case of an election under Section 8.03 hereof, the Company must deliver to
the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee
confirming that the Holders of the outstanding Notes will not recognize income, gain or loss
for federal income tax purposes as a result of such Covenant Defeasance and will be subject
to federal income tax on the same amounts, in the same manner and at the same times as would
have been the case if such Covenant Defeasance had not occurred;




     (4) no Default or Event of Default shall have occurred and be continuing on the date of
such deposit (other than a Default or Event of Default resulting from the borrowing of funds
to be applied to such deposit);




     (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or
violation of, or constitute a default under, any material agreement or instrument (other
than this Indenture) to which the Company or any of its Subsidiaries is a party or by which
the Company or any of its Subsidiaries is bound;




     (6) the Company must deliver to the Trustee an Officers’ Certificate stating that the
deposit was not made by the Company with the intent of preferring the Holders of Notes over
the other creditors of the Company or with the intent of defeating, hindering, delaying or
defrauding any other creditors of the Company or others; and




     (7) the Company must deliver to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent provided for or relating to the Legal
Defeasance or the Covenant Defeasance have been complied with.



     Section 8.05. Deposited Money and Government Securities to be Held in Trust; Other
Miscellaneous Provisions. Subject to Section 8.06 hereof, all money and non-callable Government Securities (including
the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for
purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of
the outstanding Notes will be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or through any Paying
Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders
of such Notes of all sums due and to become due thereon in respect of principal, premium, if any,
and interest, but such money need not be segregated from other funds except to the extent required
by law.



     The Company will pay and indemnify the Trustee against any tax, fee or other charge imposed on
or assessed against the cash or non-callable Government Securities deposited pursuant to Section
8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee
or other charge which by law is for the account of the Holders of the outstanding Notes.



     Notwithstanding anything in this Article 8 to the contrary, the Trustee will deliver or pay to
the Company from time to time upon the request of the Company any money or non-callable Government
Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section 8.04(1) hereof), are in
excess of the amount thereof that would then be required to be deposited to effect an equivalent
Legal Defeasance or Covenant Defeasance.



     Section 8.06. Repayment to Company. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of, premium, if any, or interest on any Note and remaining
unclaimed for two years after such principal, premium, if any, or interest has become due and
payable shall be paid to the Company on its request or (if then held by the Company) will be
discharged from such trust; and the Holder of such Note will thereafter be permitted to look only
to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee thereof, will thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being required to



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make any
such repayment, may at the expense of the Company cause to be published once, in The New York Times
and The Wall Street Journal (national edition), notice that such money remains unclaimed and that,
after a date specified therein, which will not be less than 30 days from the date of such
notification or publication, any unclaimed balance of such money then remaining will be repaid to
the Company.




     Section 8.07. Reinstatement. If the Trustee or Paying Agent is unable to apply any United States dollars or non-callable
Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason
of any order or judgment of any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the Company’s and the Guarantor’s obligations under this Indenture and the Notes and the Subsidiary
Guarantees will be revived and reinstated as though no deposit had occurred pursuant to Section
8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such
money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided, however, that,
if the Company makes any payment of principal of, premium, if any, or interest on any Note
following the reinstatement of its obligations, the Company will be subrogated to the rights of the
Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.



ARTICLE 9

AMENDMENT, SUPPLEMENT AND WAIVER




     Section 9.01. Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee
may amend or supplement this Indenture, the Subsidiary Guarantees or the Notes without the consent
of any Holder of a Note:




     (1) to cure any ambiguity, defect or inconsistency;




     (2) to provide for uncertificated Notes in addition to or in place of certificated
Notes;




     (3) to provide for the assumption of the Company’s obligations to the Holders of the
Notes by a successor to the Company pursuant to Article 5;




     (4) to make any change that would provide any additional rights or benefits to the
Holders of the Notes or that does not adversely affect the legal rights hereunder of any
Holder of the Note;




     (5) to comply with requirements of the SEC in order to effect or maintain the
qualification of this Indenture under the TIA;




     (6) to conform the text of this Indenture, the Subsidiary Guarantees or the Notes to
any provision contained in the “Description of notes” contained in the Prospectus Supplement
to the extent that such provision in the “Description of notes” was intended to be a
verbatim recitation of a provision of this Indenture, the Subsidiary Guarantees or the
Notes;




     (7) to provide for the issuance of Additional Notes in accordance with the limitations
set forth in this Indenture; or




     (8) to allow a Subsidiary to execute a supplemental indenture for the purpose of
providing a Guarantee in accordance with the provisions of this Indenture.



     Upon the request of the Company accompanied by a resolution of its Board of Directors
authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the
Trustee of the documents described in Section 7.02 and 12.04 hereof, the Trustee will join with the
Company and the Guarantors in the execution of any amended or supplemental Indenture authorized or
permitted by the terms of this Indenture and to make any further appropriate agreements and
stipulations that may be therein contained, but the Trustee will not be obligated to enter into
such amended or supplemental Indenture that affects its own rights, duties or immunities under this
Indenture or otherwise.



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     Section 9.02. With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company and the Trustee may amend or
supplement this Indenture (including, without limitation, Sections 3.09, 4.11 and 4.16 hereof), the
Subsidiary Guarantees and the Notes with the consent of the Holders of at least a majority in
principal amount of the Notes (including, without limitation, Additional Notes, if any) then
outstanding voting as a single class (including, without limitation, consents obtained in
connection with a tender offer or exchange offer for, or purchase of, for the Notes), and, subject
to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or
Event of Default in the
payment of the principal of, premium, if any, or interest on the Notes, except a payment
default resulting from an acceleration that has been rescinded) or compliance with any provision of
this Indenture, the Subsidiary Guarantees or the Notes may be waived with the consent of the
Holders of a majority in principal amount of the then outstanding Notes voting as a single class
(including consents obtained in connection with a tender offer or exchange offer for, or purchase
of, the Notes). Section 2.08 hereof shall determine which Notes are considered to be “outstanding”
for purposes of this Section 9.02.



     Upon the request of the Company accompanied by a resolution of its Board of Directors
authorizing the execution of any such amended or supplemental Indenture, and upon the filing with
the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as
aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 and 12.04
hereof, the Trustee will join with the Company in the execution of such amended or supplemental
Indenture unless such amended or supplemental Indenture directly affects the Trustee’s own rights,
duties or immunities under this Indenture or otherwise, in which case the Trustee may in its
discretion, but will not be obligated to, enter into such amended or supplemental Indenture.



     It is not be necessary for the consent of the Holders of Notes under this Section 9.02 to
approve the particular form of any proposed amendment or waiver, but it is sufficient if such
consent approves the substance thereof.



     After an amendment, supplement or waiver under this Section 9.02 becomes effective, the
Company shall mail to the Holders of Notes affected thereby a notice briefly describing the
amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect
therein, shall not, however, in any way impair or affect the validity of any such amended or
supplemental Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a
majority in aggregate principal amount of the Notes then outstanding voting as a single class may
waive compliance in a particular instance by the Company with any provision of this Indenture or
the Notes. However, without the consent of each Holder affected, an amendment or waiver under this
Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):




     (1) reduce the principal amount of Notes whose Holders must consent to an amendment,
supplement or waiver;




     (2) reduce the principal of or change the fixed maturity of any Note or alter or waive
any of the provisions with respect to the redemption of the Notes except as provided above
with respect to Sections 3.09, 4.11 and 4.16 hereof;




     (3) reduce the rate of or change the time for payment of interest, including default
interest, on any Note;




     (4) waive a Default or Event of Default in the payment of principal of, or premium, if
any, or interest on the Notes (except a rescission of acceleration of the Notes by the
Holders of at least a majority in aggregate principal amount of the then outstanding Notes
and a waiver of the payment default that resulted from such acceleration);




     (5) make any Note payable in currency other than that stated in the Notes;




     (6) make any change in the provisions of this Indenture relating to waivers of past
Defaults or the rights of Holders of Notes to receive payments of principal of, or interest
or premium, if any, on the Notes;



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     (7) waive a redemption payment with respect to any Notes (other than a payment required
by Sections 3.09, 4.11 and 4.16 hereof);




     (8) release any Guarantor from any of its obligations under its Subsidiary Guarantee or
this Indenture, except in accordance with the terms of this Indenture;




     (9) modify or change any provision of this Indenture or the related definitions to
affect the ranking of the Notes or any Subsidiary Guarantee in a manner that adversely
affects the Holders; provided, however, that any modification of the provisions of this
Indenture relating to the ability of the Company or any Restricted Subsidiary to create,
incur, assume or otherwise suffer to exist or become effective any Lien securing
Indebtedness shall not constitute a modification or change that affects the ranking of the
Notes or any Subsidiary Guarantee; or




     (10) make any change in the foregoing amendment and waiver provisions.



     Section 9.03. Compliance with Trust Indenture Act. Every amendment or supplement to this Indenture or the Notes will be set forth in a amended
or supplemental Indenture that complies with the TIA as then in effect.



     Section 9.04. Revocation and Effect of Consents. Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of
a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or
portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of
the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its Note if the Trustee receives written notice of revocation
before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or
waiver becomes effective in accordance with its terms and thereafter binds every Holder.



     Section 9.05. Notation on or Exchange of Notes. The Trustee may place an appropriate notation about an amendment, supplement or waiver on
any Note thereafter authenticated. If the Company so determines, the Company in exchange for all
Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new
Notes that reflect the amendment, supplement or waiver.



     Failure to make the appropriate notation or issue a new Note will not affect the validity and
effect of such amendment, supplement or waiver.



     Section 9.06. Trustee to Sign Amendments, etc. The Trustee will sign any amended or supplemental Indenture authorized pursuant to this
Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities
or immunities of the Trustee. The Company may not sign an amendment or supplemental Indenture
until the Board of Directors approves it. In executing any amended or supplemental indenture, the
Trustee will be entitled to receive and (subject to Section 7.01 hereof) will be fully protected in
relying upon, in addition to the documents required by Section 12.04 hereof, an Officers’
Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental
Indenture is authorized or permitted by this Indenture.



ARTICLE 10

SUBSIDIARY GUARANTEES




     Section 10.01. Guarantee.



     (a) Subject to this Article 10, each of the Guarantors hereby, jointly and severally,
unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and
to the Trustee and its successors and assigns, irrespective of the validity and enforceability of
this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that:




     (1) the principal of, 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



-55-









 






or the Trustee hereunder or thereunder will
be promptly paid in full or performed, all in accordance with the terms hereof and thereof;
and




     (2) 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 will be jointly and severally obligated to pay the same
immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of
collection.



     (b) The Guarantors hereby agree that their obligations hereunder are unconditional,
irrespective of the validity, regularity or enforceability of the Notes or this 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. Each Guarantor hereby waives 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 and covenant that this Subsidiary Guarantee will not be
discharged except by complete performance of the obligations contained in the Notes and this
Indenture.



     (c) 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 Subsidiary Guarantee, to the extent theretofore discharged, will be reinstated in full
force and effect.



     (d) Each Guarantor agrees that it will 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. Each Guarantor further agrees that, as between the Guarantors, on
the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes
of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing
such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any
declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations
(whether or not due and payable) will forthwith become due and payable by the Guarantors for the
purpose of this Subsidiary Guarantee. The Guarantors will 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 Subsidiary Guarantee.



     Section 10.02. Limitation on Guarantor Liability. Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the
intention of all such parties that the Subsidiary Guarantee of such Guarantor not constitute (i) a
fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance
Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent
applicable to any Subsidiary Guarantee or (ii) an unlawful distribution under any applicable state
law prohibiting shareholder distributions by an insolvent subsidiary to the extent applicable to
its Subsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the
Guarantors hereby irrevocably agree that the obligations of such Guarantor under its Subsidiary
Guarantee and this Article 10 shall be limited to the maximum amount as will, after giving effect
to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are
relevant under such 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 this Article 10, result in the obligations of such
Guarantor under its Subsidiary Guarantee not constituting a fraudulent transfer or conveyance or
such an unlawful shareholder distribution.



     Section 10.03. Execution and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01, each Guarantor hereby
agrees that a notation of such Subsidiary Guarantee substantially in the form attached as Exhibit B
hereto will be endorsed by an Officer of such Guarantor on each Note authenticated and delivered by
the Trustee and that this Indenture will be executed on behalf of such Guarantor by one of its
Officers.



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     Each Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 will
remain in full force and effect notwithstanding any failure to endorse on each Note a notation of
such Subsidiary Guarantee.



     If an Officer whose signature is on this Indenture or on the Subsidiary Guarantee no longer
holds that office at the time the Trustee authenticates the Note on which a Subsidiary Guarantee is
endorsed, the Subsidiary Guarantee will be valid nevertheless.



     The delivery of any Note by the Trustee, after the authentication thereof hereunder, will
constitute due delivery of the Subsidiary Guarantee set forth in this Indenture on behalf of the
Guarantors.



     In the event that the Company creates or acquires any Subsidiary after the date of this
Indenture, if required by Section 4.19 hereof, the Company will cause such Subsidiary to comply
with the provisions of Section 4.19 hereof and this Article 10, to the extent applicable.



     Section 10.04. Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05, no Guarantor may sell or otherwise dispose
of all or 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:




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




     (2) either:




     (a) subject to Section 10.05 hereof, 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, this Indenture and the Subsidiary 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 this Indenture, including without
limitation, Section 4.11 hereof.



     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 Subsidiary Guarantee endorsed upon the Notes and the due and
punctual performance of all of the covenants and conditions of this Indenture to be performed by
the Guarantor, such successor Person will 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 Subsidiary Guarantees to be endorsed upon all of the Notes
issuable hereunder which theretofore shall not have been signed by the Company and delivered to the
Trustee. All the Subsidiary Guarantees so issued will in all respects have the same legal rank and
benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in
accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been
issued at the date of the execution hereof.



     Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses (a) and (b) above,
nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger
of a Guarantor with or into
the Company or another Guarantor, or will 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.



     Section 10.05. Releases Following Sale of Assets
.. Any Guarantor will be released from and relieved of any obligations under its Subsidiary
Guarantee, (i) in the event of any sale or other disposition of all or substantially all of the
assets of that Guarantor, by way of merger, consolidation or otherwise, or a sale or other
disposition of all to the Capital Stock of that Guarantor, in each case to a Person that is not
(either before or after giving effect to such transactions) a Subsidiary of the Company, (ii) if
the Company properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted
Subsidiary in accordance with this Indenture, (iii) upon Legal Defeasance or Covenant



-57-









 




Defeasance of
the Notes pursuant to Article 8 hereof or (iv) if that Guarantor is released from its guarantee
under all Credit Facilities, then such Guarantor (in the event of a sale or other disposition, by
way of merger, consolidation or otherwise, of all of 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 Subsidiary Guarantee; provided that the Net Proceeds of such sale or other disposition
are applied in accordance with the applicable provisions of this Indenture, including without
limitation Section 4.11 hereof. 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 this Indenture, including without limitation
Section 4.11 hereof, the Trustee will execute any documents reasonably required in order to
evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.




     Any Guarantor not released from its obligations under its Subsidiary Guarantee will remain
liable for the full amount of principal of and interest on the Notes and for the other obligations
of any Guarantor under this Indenture as provided in this Article 10.



ARTICLE 11

SATISFACTION AND DISCHARGE




     Section 11.01. Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to all Notes
issued hereunder, when:




     (1) either:




     (a) all Notes that have been authenticated (except lost, stolen or destroyed
Notes that have been replaced or paid and Notes for whose payment money has been
deposited in trust and thereafter repaid to the Company) have been delivered to the
Trustee for cancellation; or




     (b) all Notes that have not been delivered to the Trustee for cancellation have
become due and payable by reason of the mailing of a notice of redemption or
otherwise or will become due and payable within one year, and the Company or any
Guarantor has irrevocably deposited or caused to be deposited with the Trustee as
trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars,
non-callable Government Securities, or a combination thereof, in such amounts as
will be sufficient without consideration of any reinvestment of interest to pay and
discharge the entire indebtedness on the Notes not delivered to the Trustee for
cancellation for principal, premium, if any, and accrued interest to the date of
maturity or redemption;




     (2) no Default or Event of Default has occurred and is continuing on the date of such
deposit or will occur as a result of such deposit and such deposit will not result in a
breach or violation of, or constitute a default under, any other instrument to which the
Company or any Guarantor is a party or by which the Company or any Guarantor is bound;




     (3) the Company or any Guarantor has paid or caused to be paid all sums payable by it
under this Indenture; and




     (4) the Company has delivered irrevocable instructions to the Trustee under this
Indenture to apply the deposited money toward the payment of the Notes at maturity or the
redemption date, as the case may be.



     In addition, the Company must deliver an Officers’ Certificate and an Opinion of Counsel to
the Trustee stating that all conditions precedent to satisfaction and discharge have been
satisfied.



     Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited
with the Trustee pursuant to subclause (b) of clause (1) of this Section, the provisions of Section
11.02 and Section 8.06 will survive. In addition, nothing in this Section 11.01 will be deemed to
discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction
and discharge of this Indenture.



-58-









 





     Section 11.02. Application of Trust Money. Subject to the provisions of Section 8.06, all money deposited with the Trustee pursuant to
Section 11.01 shall be held in trust and applied by it, in accordance with the provisions of the
Notes and this Indenture, to the payment, either directly or through any Paying Agent (including
the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled
thereto, of the principal, premium, if any, and interest for whose payment such money has been
deposited with the Trustee; but such money need not be segregated from other funds except to the
extent required by law.



     If the Trustee or Paying Agent is unable to apply any money or Government Securities in
accordance with Section 11.01 by reason of any legal proceeding or by reason of any order or
judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Company’s and any Guarantor’s obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01;
provided that if the Company has made any payment of principal of, premium, if any, or interest on
any Notes because of the reinstatement of its obligations, the Company shall be subrogated to the
rights of the Holders of such Notes to receive such payment from the money or Government Securities
held by the Trustee or Paying Agent.



     The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed
or assessed against the Trustee with respect to the money deposited with the Trustee pursuant to
Section 11.01 hereof.



ARTICLE 12

MISCELLANEOUS




     Section 12.01. Trust Indenture Act Controls. If any provision of this Indenture limits, qualifies or conflicts with the duties imposed
by TIA Section 318(c), the imposed duties will control.



     Section 12.02. Notices. Any notice or communication by the Company, any Guarantor or the Trustee to the others is
duly given if in writing and delivered in Person or mailed by first class mail (registered or
certified, return receipt requested), telex, telecopier or overnight air courier guaranteeing next
day delivery, to the others’ address:


If to the Company and/or any Guarantor:



Corrections Corporation of America

10 Burton Hills Boulevard

Nashville, Tennessee 37215

Telecopier No.: (615) 263-3170

Attention: Todd J Mullenger



With a copy to:



Bass, Berry & Sims PLC

AmSouth Center

315 Deaderick Street, Suite 2700

Nashville, Tennessee 37238-3001

Telecopier No.: (615) 742-2775

Attention: F. Mitchell Walker, Jr.



If to the Trustee:



U.S. Bank National Association

One Federal Street, 3rd Floor

Boston, Massachusetts 02110

Telecopier No.: (617) 603-6683

Attention: Sam Soltani




-59-









 





     The Company, any Guarantor or the Trustee, by notice to the others may designate additional or
different addresses for subsequent notices or communications.



     All notices and communications (other than those sent to Holders) will be deemed to have been
duly given: at the time delivered by hand, if personally delivered; five Business Days after being
deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt
acknowledged, if telecopied; and the next Business Day after timely delivery to the courier, if
sent by overnight air courier guaranteeing next day delivery.



     Any notice or communication to a Holder will be mailed by first class mail, certified or
registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to
its address shown on the register kept by the Registrar. Any notice or communication will also be
so mailed to any Person described in TIA Section 313(c), to the extent required by the TIA.
Failure to mail a notice or communication to a Holder or any defect in it will not affect its
sufficiency with respect to other Holders.



     If a notice or communication is mailed in the manner provided above within the time
prescribed, it is duly given, whether or not the addressee receives it.



     If the Company mails a notice or communication to Holders, it will mail a copy to the Trustee
and each Agent at the same time.



     Section 12.03. Communication by Holders of Notes with Other Holders of Notes. Holders may communicate pursuant to TIA Section 312(b) with other Holders with respect to
their rights under this Indenture or the Notes. The Company, the Trustee, the Registrar and anyone
else shall have the protection of TIA Section 312(c).



     Section 12.04. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this
Indenture, the Company shall furnish to the Trustee:




     (1) an Officers’ Certificate in form and substance reasonably satisfactory to the
Trustee (which must include the statements set forth in Section 12.05 hereof) stating that,
in the opinion of the signers, all conditions precedent and covenants, if any, provided for
in this Indenture relating to the proposed action have been satisfied; and




     (2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee
(which must include the statements set forth in Section 12.05 hereof) stating that, in the
opinion of such counsel, all such conditions precedent and covenants have been satisfied.



     Section 12.05. Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (other than a certificate provided pursuant to TIA Section
314(a)(4)) must comply with the provisions of TIA Section 314(e) and must include:




     (1) a statement that the Person making such certificate or opinion has read such
covenant or condition;




     (2) a brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion are based;




     (3) a statement that, in the opinion of such Person, he or she has made such
examination or investigation as is necessary to enable him or her to express an informed
opinion as to whether or not such covenant or condition has been satisfied; and




     (4) a statement as to whether or not, in the opinion of such Person, such condition or
covenant has been satisfied.



     In giving an Opinion of Counsel, counsel may rely as to factual matters on an Officers’
Certificate or certificates of public officials.



-60-









 





     Section 12.06. Rules by Trustee and Agents. The Trustee may make reasonable rules for action by or at a meeting of Holders. The
Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its
functions.



     Section 12.07. No Personal Liability of Directors, Officers, Employees and
Stockholders. No past, present or future director, officer, employee, incorporator or stockholder of the
Company or any Guarantor, as such, will have any liability for any obligations of the Company or
the Guarantors under the Notes, this Indenture, the Subsidiary Guarantees, or for any claim based
on, in respect of, or by reason of, such obligations or their creation. Each Holder of 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. The waiver may not be effective to waive liabilities
under the federal securities laws.



     Section 12.08. Governing Law. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS
INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEES 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.



     Section 12.09. No Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret any other indenture, loan or debt agreement of
the Company or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement
may not be used to interpret this Indenture.



     Section 12.10. Successors. All agreements of the Company in this Indenture and the Notes will bind its successors.
All agreements of the Trustee in this Indenture will bind its successors. All agreements of each
Guarantor in this Indenture will bind its successors, except as otherwise provided in Section
10.05.



     Section 12.11. Severability. In case any provision in this Indenture or in the Notes is invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions will not in
any way be affected or impaired thereby.



     Section 12.12. Counterpart Originals. The parties may sign any number of copies of this Indenture. Each signed copy will be an
original, but all of them together represent the same agreement.



     Section 12.13. Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of
this Indenture have been inserted for convenience of reference only, are not to be considered a
part of this Indenture and will in no way modify or restrict any of the terms or provisions hereof.



[Signatures on following page]




-61-









 








SIGNATURES




Dated as of June 3, 2009




	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	CORRECTIONS CORPORATION OF AMERICA	 	 
	 

	 	By	 	/s/ Todd J Mullenger	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Todd J Mullenger	 	 
	 

	 	 	 	Title: Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	GUARANTORS:	 	 
	 	 	CCA OF TENNESSEE, LLC	 	 
	 	 	PRISON REALTY MANAGEMENT, INC.	 	 
	 	 	TECHNICAL AND BUSINESS INSTITUTE OF	 	 
	 	 	     AMERICA, INC.	 	 
	 	 	CCA INTERNATIONAL, INC.	 	 
	 	 	CCA PROPERTIES OF AMERICA, LLC	 	 
	 	 	CCA PROPERTIES OF ARIZONA, LLC	 	 
	 	 	CCA PROPERTIES OF TENNESSEE, LLC	 	 
	 	 	CCA WESTERN PROPERTIES, INC.	 	 
	 	 	CCA HEALTH SERVICES LLC	 	 
	 	 	TRANSCOR AMERICA, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/ Todd J Mullenger	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Todd J Mullenger	 	 
	 

	 	 	 	Title: Chief Financial Officer	 	 






S-1









 






	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	TRUSTEE:	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/ Sam Soltani	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Sam Soltani	 	 
	 

	 	 	 	Title: Officer	 	 






S-2









 





EXHIBIT A




Face of Note




CUSIP [     ]




73/4% Senior Notes due 2017




			
	 	 	 
	No. [      ]
	 	$






CORRECTIONS CORPORATION OF AMERICA




promises to pay to CEDE & CO., or registered assigns, the principal sum of                                          on June
1, 2017.




Interest Payment Dates: June 1 and December 1




Record Dates: May 15 and November 15




Dated: [      ]




[Insert Global Note Legend, if applicable pursuant to the provisions of this Indenture]




[Insert OID Legend, if applicable pursuant to the provisions of this Indenture]




	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	CORRECTIONS CORPORATION OF AMERICA	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





 









 





This is one of the Notes referred to

in the within-mentioned Indenture:




U.S. BANK NATIONAL ASSOCIATION,

as Trustee




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Authorized Signatory
	 	 






 









 






Back of Note




73/4% Senior Notes due 2017




     Capitalized terms used herein have the meanings assigned to them in the Indenture referred to
below unless otherwise indicated.



     (1) INTEREST. Corrections Corporation of America, a Maryland corporation (the
“Company”), promises to pay interest on the principal amount of this Note at 73/4% per annum
from June 3, 2009 until maturity. The Company will pay interest semi-annually in arrears on June 1
and December 1 of each year, or if any such day is not a Business Day, on the next succeeding
Business Day (each, an “Interest Payment Date”). Interest on the Notes will accrue from
the most recent date to which interest has been paid or, if no interest has been paid, from the
date of issuance; provided that if there is no existing Default in the payment of interest, and if
this Note is authenticated between a record date referred to on the face hereof and the next
succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment
Date; provided, further, that the first Interest Payment Date shall be December 1, 2009. The
Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy
Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% per
annum in excess of the rate then in effect; it will pay interest (including post-petition interest
in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to
any applicable grace periods) from time to time on demand at the same rate to the extent lawful.
Interest will be computed on the basis of a 360-day year of twelve 30-day months.



     (2) METHOD OF PAYMENT. The Company will pay interest on the Notes (except defaulted interest)
to the Persons who are registered Holders of Notes at the close of business on the 15th of May or
the 15th of November next preceding the Interest Payment Date, even if such Notes are canceled
after such record date and on or before such Interest Payment Date, except as provided in Section
2.12 of the Indenture with respect to defaulted interest. The Notes will be payable as to
principal, premium, if any, and interest at the office or agency of the Company maintained for such
purpose within or without the City and State of New York, or, at the option of the Company, payment
of interest may be made by check mailed to the Holders at their addresses set forth in the register
of Holders; provided that payment by wire transfer of immediately available funds will be required
with respect to principal of, interest and premium, if any, on, all Global Notes and all other
Notes the Holders of which will have provided wire transfer instructions to the Company or the
Paying Agent. Such payment will be in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts.



     (3) PAYING AGENT AND REGISTRAR. Initially, U.S. Bank National Association, the Trustee under
the Indenture, will act as Paying Agent and Registrar. The Company may change any Paying Agent or
Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such
capacity.



     (4) INDENTURE. The Company issued the Notes under a Base Indenture dated as of January 23,
2006, among the Company, the Guarantors and the Trustee, as amended and supplemented by the Second
Supplemental Indenture dated as of June 3, 2009 (the “Indenture”). The terms of the Notes
include those stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939, as amended (15 U.S. Code Sections 77aaa-77bbbb). The Notes are
subject to all such terms, and Holders are referred to the Indenture and such Act for a statement
of such terms. To the extent any provision of this Note conflicts with the express provisions of
the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are
unsecured obligations of the Company.



     (5) OPTIONAL REDEMPTION.



     (a) Except as set forth in subparagraph (b) of this Paragraph 5, the Company will not have the
option to redeem the Notes prior to June 1, 2013. Thereafter, the Company will have the option to
redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at the
redemption prices (expressed as percentages of principal amount) set forth below plus accrued and
unpaid interest, if any, thereon to the applicable redemption date, if redeemed during the
twelve-month period beginning on June 1 of the years indicated below:



-2-









 





	 	 	 	 	 
	Year	 	Percentage
	2013
	 	 	103.875	%
	2014
	 	 	101.938	%
	2015 and thereafter
	 	 	100.000	%






     (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time on or
prior to June 1, 2012, the Company may on any one or more occasions redeem up to 35% of the
aggregate principal amount of outstanding Notes issued under the Indenture at a redemption price of
par plus the stated interest rate, or Notes with the net cash proceeds of one or more Equity
Offerings at a redemption price of par plus the stated interest rate, or 107.750% of the aggregate
principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date;
provided that at least 65% in aggregate principal amount of the Notes originally issued under the
Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes
held by the Company and its Subsidiaries) and that such redemption occurs within 90 days of the
date of the closing of such Equity Offering.



     (6) MANDATORY REDEMPTION. The Company will not be required to make mandatory redemption or
sinking fund payments with respect to the Notes.



     (7) REPURCHASE AT OPTION OF HOLDER.



     (a) If there is a Change of Control, the Company will be required to make an offer (a
“Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral
multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price equal to 101% of
the aggregate principal amount thereof plus accrued and unpaid interest thereon, if any, to the
date of purchase (the “Change of Control Payment”). Within 10 business days following any
Change of Control, the Company will mail a notice to each Holder setting forth the procedures
governing the Change of Control Offer as required by the Indenture.



     (b) If the Company or a Subsidiary consummates any Asset Sales, in which the aggregate amount
of Excess Proceeds exceeds $15.0 million, the Company will commence an offer to all Holders of
Notes and, at the Company’s option, all holders of other Indebtedness that is pari passu with the
Notes containing provisions similar to those set forth in the Indenture with respect to offers to
purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) pursuant to
Section 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any
Additional Notes) and other pari passu Indebtedness that may be purchased out of the Excess
Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus
accrued and unpaid interest thereon, if any, to the date fixed for the closing of such offer, in
accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount
of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an
Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such
deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal
amount of Notes and other pari passu Indebtedness surrendered by holders thereof exceeds the amount
of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be
purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will
receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to
have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on
the reverse of the Notes.



     (8) NOTICE OF REDEMPTION. Notice of redemption will be mailed at least 30 days but not more
than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its
registered address. Notes in denominations larger than $2,000 may be redeemed in part but only in
whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. On and
after the redemption date interest ceases to accrue on Notes or portions thereof called for
redemption.



     (9) DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in
denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of Notes
may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the
Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer
documents and the Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Company need not



-3-









 







exchange or register the transfer of any Note or portion of a Note selected for redemption,
except for the unredeemed portion of any Note being redeemed in part. Also, the Company need not
exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes
to be redeemed or during the period between a record date and the corresponding Interest Payment
Date.



     (10) PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for
all purposes.



     (11) AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture, the
Subsidiary Guarantees or the Notes may be amended or supplemented with the consent of the Holders
of at least a majority in principal amount of the then outstanding Notes and Additional Notes, if
any, voting as a single class, and any existing default or compliance with any provision of the
Indenture, the Subsidiary Guarantees or the Notes may be waived with the consent of the Holders of
a majority in principal amount of the then outstanding Notes and Additional Notes, if any, voting
as a single class. Without the consent of any Holder of a Note, the Indenture, the Subsidiary
Guarantees or the Notes may be amended or supplemented to cure any ambiguity, defect or
inconsistency, to provide for uncertificated Notes in addition to or in place of certificated
Notes, to provide for the assumption of the Company’s or any Guarantor’s obligations to Holders of
the Notes in case of a merger or consolidation, to make any change that would provide any
additional rights or benefits to the Holders of the Notes or that does not adversely affect the
legal rights under the Indenture of any such Holder, to comply with the requirements of the SEC in
order to effect or maintain the qualification of the Indenture under the Trust Indenture Act, to
conform the text of the Indenture, the Subsidiary Guarantees or the Notes to any provision
contained in the “Description of notes” in the Prospectus Supplement to the extent that such
provision in the “Description of notes” was intended to be a verbatim recitation of a provision of
the Indenture, the Subsidiary Guarantees or the Notes, to provide for the Issuance of Additional
Notes in accordance with the limitations set forth in the Indenture, or to allow any Subsidiary to
execute a supplemental indenture for the purpose of providing a Guarantee in accordance with the
provisions of the Indenture.



     (12) DEFAULTS AND REMEDIES. Events of Default include: (i) default for 30 days in the
payment when due of interest on the Notes; (ii) default in payment when due of principal of or
premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption
(including in connection with an offer to purchase) or otherwise, (iii) failure by the Company to
comply with Sections 4.11, 4.16 or 5.01 of the Indenture; (iv) failure by the Company or any
Guarantor for 60 consecutive days after notice to the Company by the Trustee or the Holders of at
least 25% in principal amount of the Notes then outstanding voting as a single class to comply with
any other agreement in the Indenture; (v) default under certain other agreements relating to
Indebtedness of the Company or any of its Restricted Subsidiaries which default (A) is caused by a
Payment Default or (B) results in the acceleration of such Indebtedness prior to its express
maturity, and, in each case, the principal amount of any such Indebtedness, together with the
principal amount of any other such Indebtedness under which there has been a Payment Default or the
maturity of which has been so accelerated, aggregates $25.0 million or more; (vi) certain final
judgments for the payment of money that remain undischarged for a period of 60 days; (vii) certain
events of bankruptcy or insolvency with respect to the Company or any of its Restricted
Subsidiaries that are Significant Subsidiaries; and (ix) except as permitted by the Indenture, any
Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or
shall cease for any reason to be in full force and effect or any Guarantor or any Person acting on
its behalf shall deny or disaffirm its obligations under such Guarantor’s Subsidiary Guarantee. If
any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the then outstanding Notes may declare all the Notes to be due and payable.
Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of
bankruptcy or insolvency, all outstanding Notes will become due and payable without further action
or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture.
Subject to certain limitations, Holders of a majority in principal amount of the then outstanding
Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders of the Notes notice of any continuing Default or Event of Default (except a Default or
Event of Default relating to the payment of principal or interest) if it determines that
withholding notice is in their interest. The Holders of a majority in aggregate principal amount
of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the
Notes waive any existing Default or Event of Default and its consequences under the Indenture
except a continuing Default or Event of Default in the payment of interest on, or the principal of,
the Notes. The Company is required to deliver to the Trustee annually a written statement
regarding compliance with the Indenture, and the Company is required upon becoming aware of any
Default or Event of Default, to deliver to the Trustee a written statement specifying such Default
or Event of Default.



-4-









 





     (13) TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or any other capacity, may
make loans to, accept deposits from, and perform services for the Company or its Affiliates, and
may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.



     (14) NO RECOURSE AGAINST OTHERS. A director, officer, employee, incorporator or stockholder,
of the Company or any of the Guarantors, as such, will not have any liability for any obligations
of the Company or such Guarantor under the Notes, the Subsidiary Guarantees or the Indenture or for
any claim based on, in respect of, or by reason of, such obligations or their creation. Each
Holder by accepting a Note waives and releases all such liability. The waiver and release are part
of the consideration for the issuance of the Notes.



     (15) AUTHENTICATION. This Note will not be valid until authenticated by the manual signature
of the Trustee or an authenticating agent.



     (16) ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (=
joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and
U/G/M/A (= Uniform Gifts to Minors Act).



     (17) CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes
and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No
representation is made as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the other identification
numbers placed thereon.



     The Company will furnish to any Holder upon written request and without charge a copy of the
Indenture. Requests may be made to:


Corrections Corporation of America

10 Burton Hills Boulevard

Nashville, Tennessee 37215

Attention: Todd J Mullenger




-5-









 








ASSIGNMENT FORM




     To assign this Note, fill in the form below:



(I) or (we) assign and transfer this Note to:                                         (Insert assignee’s
legal name)




 




(Insert assignee’s soc. sec. or tax I.D. no.)




 











 







 




(Print or type assignee’s name, address and zip code)



and irrevocably appoint                                                         
            
                                                    
to transfer this Note on the books of the Company. The agent may substitute another to act for
him.




Date:                                                            
                     




	 	 	 	 	 
	 

	 	Your Signature:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	(Sign exactly as your name appears on the face of
this Note)






Signature Guarantee*:                                         






 




			
	*	 	Participant in a recognized Signature Guarantee Medallion Program (or
other signature guarantor acceptable to the Trustee).




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OPTION OF HOLDER TO ELECT PURCHASE




     If you want to elect to have this Note purchased by the Company pursuant to Section 4.11 or
4.16 of the Indenture, check the appropriate box below:



o  Section 4.11                o  Section 4.16




     If you want to elect to have only part of the Note purchased by the Company pursuant to
Section 4.11 or Section 4.16 of the Indenture, state the principal amount you elect to have
purchased:



$                                         




Date:                                         




	 	 	 	 	 
	 

	 	Your Signature:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	(Sign exactly as your name appears on the face of
this Note)
	 
	 	 	 	 
	 

	 	Tax Identification No.:
	 	
	 

	 	 	 	 





Signature Guarantee*:                                         






 




			
	*	 	Participant in a recognized Signature Guarantee Medallion Program (or
other signature guarantor acceptable to the Trustee).



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SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE




     The following exchanges of a part of this Global Note for an interest in another Global Note
or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an
interest in this Global Note, have been made:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Amount of decrease	 	 	Amount of increase in	 	 	Principal Amount	 	 	Siganture of	 
	 	 	in Principal amount	 	 	Principal Amount	 	 	of this Global Note	 	 	authorized officer	 
	 	 	of	 	 	of	 	 	following such	 	 	of Trustee or	 
	Date of Exchange	 	this Global Note	 	 	this Global Note	 	 	decrease (or increase)	 	 	Custodian	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





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EXHIBIT B




FORM OF NOTATION OF GUARANTEE




     For value received, each Guarantor (which term includes any successor Person under the
Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the
Base Indenture dated as of January 23, 2006, as amended and supplemented by the Second Supplemental
Indenture dated as of June 3, 2009 (the “Indenture”), by and among Corrections Corporation
of America (the “Company”), the Guarantors (as defined therein) and U.S. Bank National
Association, as trustee (the “Trustee”), (a) the due and punctual payment of the principal
of, premium, if any, and interest on the Notes (as defined in the Indenture), whether at maturity,
by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue
principal of and interest on the Notes, if any, if lawful, and the due and punctual performance of
all other obligations of the Company to the Holders or the Trustee all in accordance with the terms
of the Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any
of such other obligations, that the 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. The obligations of the Guarantors to the Holders of Notes and to the Trustee
pursuant to the Subsidiary Guarantee and the Indenture are expressly set forth in Article 10 of the
Indenture and reference is hereby made to the Indenture for the precise terms of the Subsidiary
Guarantee. Each Holder of a Note, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee, on behalf of such Holder, to take such action
as may be necessary or appropriate to effectuate the subordination as provided in the Indenture and
(c) appoints the Trustee attorney-in-fact of such Holder for such purpose; provided, however, that
the Indebtedness evidenced by this Subsidiary Guarantee shall cease to be so subordinated and
subject in right of payment upon any defeasance of this Note in accordance with the provisions of
the Indenture.



	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	GUARANTOR(S)	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






 









 





EXHIBIT C




FORM OF SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY SUBSEQUENT GUARANTORS




     SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of [                    ,
200___, among                     ] (the “Guaranteeing Subsidiary”), a subsidiary 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”).



WITNESSETH




     WHEREAS, the Company has heretofore executed and delivered to the Trustee a base indenture
dated as of January 23, 2006, as amended and supplemented by a second supplemental indenture dated
as of June 3, 2009 (the “Indenture”) providing for the issuance of the Company’s 73/4% Senior
Notes due 2017 (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 “Subsidiary
Guarantee”); and



     WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and
deliver this 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 Subsidiary 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 Subsidiary 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 Subsidiary 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 Subsidiary 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 Subsidiary 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
(A) Bankruptcy or fraudulent conveyance laws or (B) any applicable state laws prohibiting
shareholder distributions by an insolvent subsidiary to the extent applicable, 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 Subsidiary Guarantee shall be limited to the
maximum amount permissible such that the obligations of such Guarantor under this Subsidiary
Guarantee will not constitute a fraudulent transfer or conveyance or an unlawful shareholder
distribution.



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



-2-









 






     (ii) either (A) subject to Section 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 Subsidiary 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 4.11 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 Subsidiary 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 Subsidiary 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 Subsidiary Guarantees so issued shall in all
respects have the same legal rank and benefit under the Indenture as the Subsidiary Guarantees
theretofore and thereafter issued in accordance with the terms of the Indenture as though all of
such Subsidiary Guarantees had been issued at the date of the execution hereof.



     (c) Except as set forth in Articles 4 and 5 and Section 10.04 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) Any Guarantor will be released and relived of any obligations under its Subsidiary
Guarantee, (i) in the event of any sale or other disposition of all or substantially all of the
assets of that Guarantor, by way of merger, consolidation or otherwise, or a sale or other
disposition of all of the capital stock of that 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,
(ii) if the Company properly designates any Restricted Subsidiary that is a Guarantor as an
Unrestricted Subsidiary in accordance with the Indenture, (iii) upon legal Defeasance of Covenant
Defeasance of the Notes pursuant to Article 8 of the Indenture or (iv) if the Guarantor is released
from its guarantees under all Credit Facilities, then such Guarantor (in the event of a sale or
other disposition, by way of merger, consolidation or otherwise, of all of 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 Subsidiary 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 4.11 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 4.11 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 Subsidiary Guarantee.



     (b) Any Guarantor not released from its obligations under its Subsidiary 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
Subsidiary Guarantees, the Indenture or this 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.



-3-









 





     7. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED
TO CONSTRUE THIS 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 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 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.



-4-









 





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



Dated:                                         , 20                     




	 	 	 	 	 
	 	 	GUARANTEEING SUBSIDIARY
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	CORRECTIONS CORPORATION OF AMERICA
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	[EXISTING GUARANTORS]
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION as Trustee
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Authorized Signatory