EXHIBIT 10.7
FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
DATED AS OF DECEMBER 31, 2004
This FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT
AGREEMENT (together with all Exhibits, Schedules and Annexes hereto, this
"Amendment") is among CORRECTIONS CORPORATION OF AMERICA, a Maryland corporation
(the "Borrower"), the Lenders (as defined below), DEUTSCHE BANK SECURITIES INC.,
as Syndication Agent, SOCIETE GENERALE, as Documentation Agent, and ▇▇▇▇▇▇
COMMERCIAL PAPER INC., as administrative agent for the Lenders (in such
capacity, the "Administrative Agent").
PRELIMINARY STATEMENTS:
A. The Borrower, the lenders party thereto (the "Lenders"), the
Administrative Agent, ▇▇▇▇▇▇ Brothers Inc., as lead arranger and sole
book-running manager, Deutsche Bank Securities Inc. and UBS Warburg LLC, as
co-syndication agents, and Societe Generale, as documentation agent, have
entered into a Third Amended and Restated Credit Agreement, dated as of May 3,
2002 (together with all Annexes, Exhibits and Schedules thereto and as amended,
modified or supplemented from time to time, the "Credit Agreement"; capitalized
terms used and not otherwise defined herein shall have the meanings ascribed to
such terms in the Credit Agreement; terms defined in Section 1 hereof are used
herein as defined therein);
B. The Borrower has advised the Lenders that (i) it intends to convert
CCA of Tennessee, Inc., a Tennessee corporation ("CCA of Tennessee, Inc.") into
a Tennessee limited liability company named CCA of Tennessee, LLC ("CCA of
Tennessee, LLC"), (ii) it desires to create a new direct wholly-owned
subsidiary, CCA Western Properties, Inc., a Delaware corporation ("CCA
Western"), which will be the direct parent of Properties III (CCA Properties of
Arizona, LLC) as a result of the transfer to CCA Western of all the ownership
interests of CCA of Tennessee, LLC in Properties III and (iii) Properties I (CCA
Properties of America, LLC) desires to transfer the real property listed on
Schedule A hereto to CCA Western, as such transfers are more particularly
described on Schedule A and on such other terms and conditions as are
satisfactory to the Administrative Agent, including, without limitation, that
such transfers will be made subject to and subordinate to the Mortgages
encumbering such real property (the "Additional Real Property Transfers"); and
C. The Borrower desires to amend the Credit Agreement (i) to permit the
Additional Real Property Transfers, (ii) to eliminate certain of the
restrictions on the activities of the Properties Group Parties and (iii) to
effect certain additional amendments as more fully described herein.
NOW, THEREFORE, in consideration of the premises and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Amendments to Credit Agreement to be Effective on the Fifth Amendment
Effective Date.
(a) Section 1.1 of the Credit Agreement is hereby amended by inserting
the following definitions in the appropriate alphabetical position:
"CCA Western": CCA Western Properties, Inc., a Delaware
corporation.
"Fifth Amendment": the Fifth Amendment to Third Amended and
Restated Credit Agreement, dated as of December 31, 2004.
"Fifth Amendment Effective Date": as defined in the Fifth
Amendment.
(b) The definition of "Operating Subsidiary" in Section 1.1 of the
Credit Agreement is hereby amended and restated in its entirety as follows:
""Operating Subsidiaries": all Subsidiaries of the Borrower
other than the Immaterial Subsidiaries."
(c) The definition of "Properties Group Parties" in Section 1.1 of the
Credit Agreement is hereby amended and restated in its entirety as follows:
""Properties Group Parties": collectively, Properties I, Properties II,
Properties III, Properties IV and CCA Western."
(d) The definition of "Real Property Transfers" in Section 1.1 of the
Credit Agreement is hereby deleted in its entirety.
(e) Section 4.15(c) of the Credit Agreement is hereby amended by (i)
deleting the word "First" in each place where such word appears and inserting
the word "Fifth" in lieu thereof in each instance and (ii) replacing Schedule
4.15(c) with the new Schedule 4.15(c) attached hereto as Annex 1.
(f) Section 4.19(a) of the Credit Agreement is hereby amended by
replacing Schedule 4.19(a)-1 with the new Schedule 4.19(a)-1 attached hereto as
Annex 2.
(g) Section 4.23(a) of the Credit Agreement is hereby amended by (i)
deleting the word "First" in each place where such word appears and inserting
the word "Fifth" in lieu thereof in each instance and (ii) replacing Schedule
4.23(a) with the new Schedule 4.23(a) attached hereto as Annex 3.
(h) Section 6.15 of the Credit Agreement is hereby amended and restated
in its entirety as follows:
"6.15 Properties Group Parties. Maintain the ownership
structure and percentages of each Properties Group Party as set forth
in Schedule 4.15(c)."
(i) Section 7.2(m) of the Credit Agreement is hereby amended by
inserting the phrase "or any Subsidiary" immediately after the word "Borrower".
(j) Section 7.2(o) of the Credit Agreement is hereby amended by
deleting the phrase "other than any Properties Group Party".
(k) Section 7.2(r) of the Credit Agreement is hereby amended by
inserting the phrase "other than the Properties Group Parties" immediately after
the phrase "Operating Subsidiaries".
(l) Section 7.4(c) of the Credit Agreement is hereby amended and
restated in its entirety as follows:
"(c) notwithstanding anything to the contrary in clauses (a)
and (b) of this Section 7.4, no Properties Group Party may enter into
any merger or consolidation with, or Dispose of any or all of its
assets to, any Person other than the Borrower (directly or indirectly
through the relevant intermediate Subsidiary of the Borrower) or
another Properties Group Party, and any such Disposal of assets shall
be subject to the continued perfection of the Administrative Agent's
Liens on such assets in accordance with the terms of the Loan
Documents."
(m) Section 7.5(b) of the Credit Agreement is hereby amended and
restated in its entirety as follows:
"(b) Dispositions permitted by Sections 7.4(b), 7.4(c) and
7.11;"
(n) Section 7.5(c) of the Credit Agreement is hereby amended and
restated in its entirety as follows:
"(c) the sale, issuance or transfer of any Subsidiary's
Capital Stock (other than Disqualified Stock) to the Borrower or any
Subsidiary Guarantor; provided, that the Capital Stock of any
Properties Group Party may only be sold, issued or transferred to the
Borrower (directly or indirectly through the relevant intermediate
Subsidiary of the Borrower) or in the case of Properties III, to CCA
Western, and in the case of Properties IV, to CCA of Tennessee, LLC."
2. Conditions to Effectiveness. The effectiveness of the amendments contained in
Section 1 of this Amendment are conditioned upon satisfaction of the following
conditions (the date on which all such conditions have been satisfied being
referred to herein as the "Fifth Amendment Effective Date"):
(a) (i) CCA Western shall have duly executed and delivered (1) an
Assumption Agreement in the form attached hereto as Annex 4 with respect to the
Guarantee and Security Agreement and with respect to the Mortgages encumbering
the Real Estate transferred to it, (2) a counterpart signature page to the
Subordinated Intercompany Note and (3) any other documentation required under,
or requested by the Administrative Agent pursuant to, Section 6.10 of the Credit
Agreement or otherwise, all in form and substance reasonably satisfactory to the
Administrative Agent (any documentation delivered to the Administrative Agent
pursuant to this clause (i), the "New Loan Documents"), (ii) CCA of Tennessee,
Inc. shall have complied with all applicable requirements of Section 5.6 of the
Guarantee and Security Agreement with respect to the change of its legal name
and structure to CCA of Tennessee, LLC and (iii) the Governing Documents of each
of CCA Western and CCA of Tennessee, LLC shall be reasonably satisfactory in
form and substance to the Administrative Agent;
(b) all aspects of the Additional Real Property Transfers, and all
documentation related thereto, shall be reasonably satisfactory to the
Administrative Agent;
(c) the Administrative Agent shall have received signed written
authorization from the requisite Lenders to execute this Amendment, and shall
have received counterparts of this Amendment signed by the Borrower and the
other Agents, and counterparts of the consent of the Subsidiary Guarantors
attached hereto as Annex 5 (the "Consent") executed by each of the Subsidiary
Guarantors;
(d) each of the representations and warranties in Section 3 below shall
be true and correct in all material respects on and as of the Fifth Amendment
Effective Date;
(e) the Administrative Agent shall have received a modified ALTA-11
endorsement from the Title Insurance Company for each of its mortgagee's title
insurance policies relating to the Mortgages;
(f) the Administrative Agent shall have received payment in immediately
available funds of all expenses incurred by the Administrative Agent (including,
without limitation, legal fees) for which invoices have been presented, on or
before the Fifth Amendment Effective Date;
(g) the Administrative Agent shall have received the executed legal
opinions of (i) each of Bass, ▇▇▇▇▇ & ▇▇▇▇ PLC, Miles & Stockbridge and ▇▇▇▇
▇▇▇▇▇▇▇ LLP, counsel to the Borrower and its Subsidiaries, regarding customary
matters (including, without limitation, the enforceability of this Amendment,
the Credit Agreement, as amended, and the New Loan Documents against all parties
thereto, and no conflict with law or material agreements) and (ii) such local
counsel as the Administrative Agent shall request regarding the continued
enforceability of the Mortgages and other customary matters;
(h) the Administrative Agent shall have received with respect to CCA
Western (i) customary corporate, incumbency and closing certificates and (ii)
satisfactory results of lien searches; and
(i) the Administrative Agent shall have received such other documents,
instruments, certificates, opinions and approvals as it may reasonably request.
3. Representations and Warranties. The Borrower represents and warrants to the
Administrative Agent and the Lenders as follows:
(a) Authority. The Borrower has the requisite corporate power and
authority to execute and deliver this Amendment and to perform its obligations
hereunder and under the Credit Agreement (as modified hereby). Each of the
Subsidiary Guarantors has the requisite corporate or other organizational power
and authority to execute and deliver the Consent. CCA Western has the requisite
corporate power and authority to execute the New Loan Documents. The execution,
delivery and performance (i) by the Borrower of this Amendment and the Credit
Agreement (as modified hereby) and the transactions contemplated hereby and
thereby, (ii) by the Subsidiary
Guarantors of the Consent and (iii) by CCA Western of the New Loan Documents, in
each case, have been duly approved by all necessary corporate or other action of
such Person, and no other corporate or other organizational proceedings on the
part of each such Person are necessary to consummate such transactions.
(b) Enforceability. This Amendment has been duly executed and delivered
by the Borrower. The Consent has been duly executed and delivered by each of the
Subsidiary Guarantors. Each of the New Loan Documents has been duly executed and
delivered by CCA Western. Each of this Amendment, the Consent, the New Loan
Documents and, after giving effect to this Amendment, the Credit Agreement and
the other Loan Documents (i) is the legal, valid and binding obligation of each
Loan Party party hereto and thereto (including, without limitation, as
applicable, CCA Western), enforceable against such Loan Party in accordance with
its terms, except as may be limited by laws relating to the enforcement of
creditors' rights and general equitable principles (whether enforcement is
sought by proceedings in equity or at law) and (ii) is in full force and effect.
Neither the execution, delivery or performance of this Amendment, of the
Consent, of the New Loan Documents or of the Credit Agreement (as modified
hereby), nor the performance of the transactions contemplated hereby or thereby,
will adversely affect the validity, perfection or priority of the Administrative
Agent's Lien on any of the Collateral or its ability to realize thereon.
(c) Representations and Warranties. After giving effect to this
Amendment, the representations and warranties contained in the Credit Agreement
and the other Loan Documents (other than any such representations and warranties
that, by their terms, are specifically made as of a date other than the date
hereof) are true and correct in all material respects on and as of the date
hereof as though made on and as of the date hereof.
(d) No Conflicts. Neither the execution and delivery of this Amendment,
the Consent, the New Loan Documents or the Credit Agreement (as modified
hereby), nor the consummation of the transactions contemplated hereby and
thereby, nor the performance of and compliance with the terms and provisions
hereof or thereof by any Loan Party (including, without limitation, as
applicable, CCA Western) will, at the time of such performance, (a) violate or
conflict with any provision of its articles or certificate of incorporation or
bylaws or other organizational or governing documents of such Person, (b)
violate, contravene or materially conflict with any Requirement of Law or any
other law, regulation (including, without limitation, Regulation U or Regulation
X), order, writ, judgment, injunction, decree or permit applicable to it, except
for any violation, contravention or conflict which could not reasonably be
expected to have a Material Adverse Effect, (c) (i) violate, contravene or
conflict with the contractual provisions of, or cause an event of default under,
any Loan Document or (ii) violate, contravene or conflict with the contractual
provisions of, or cause an event of default under any other loan agreement,
indenture, mortgage, deed of trust, contract or other agreement or instrument to
which it is a party or by which it may be bound or (d) result in or require the
creation of any Lien (other than those contemplated in or created in connection
with the Loan Documents) upon or with respect to its properties. No consent or
authorization of, filing with, notice to or other act by or in respect of, any
Governmental Authority or any other Person is required in connection with the
transactions contemplated hereby (including, without limitation, the transfer of
ownership of the Real Estate), except the filings referred to in the revised
Schedule 4.19(a)-1 attached hereto.
(e) No Default. Both before and after giving effect to this Amendment
and the transactions contemplated hereby, no event has occurred and is
continuing that constitutes a Default or Event of Default.
(f) Solvency. Each Subsidiary of the Borrower (including, without
limitation, CCA Western) is, and after giving effect to (i) the Additional Real
Property Transfers, (ii) the assumption of the obligations and liabilities by
CCA Western of (x) a Guarantor and Grantor under and as defined in the Guarantee
and Security Agreement and (y) a Grantor or Mortgagor under each of the
Mortgages assumed by CCA Western (as contemplated in the Assumption Agreement
executed by CCA Western) and (iii) the other transactions contemplated hereby,
will be, Solvent.
4. Reference to and Effect on Credit Agreement.
(a) Upon and after the effectiveness of this Amendment, each reference
in the Credit Agreement to "this Agreement", "hereunder", "hereof" or words of
like import referring to the Credit Agreement, and each reference in the other
Loan Documents to "the Credit Agreement", "thereunder", "thereof" or words of
like import referring to the Credit Agreement, shall mean and be a reference to
the Credit Agreement as modified hereby. This Amendment is a Loan Document.
(b) Except as specifically modified above, the Credit Agreement and the
other Loan Documents are and shall continue to be in full force and effect and
are hereby in all respects ratified and confirmed. Without limiting the
generality of the foregoing, the Security Documents and all of the Collateral
described therein do and shall continue to secure the payment of all Obligations
under and as defined therein, in each case as modified hereby.
(c) The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of any Secured Party under any of the Loan Documents, nor,
except as expressly provided herein, constitute a waiver or amendment of any
provision of any of the Loan Documents.
5. RELIANCE. The Borrower hereby acknowledges and agrees that the amendments and
the Additional Real Property Transfers contemplated hereby are being consummated
at the request of the Borrower, the Properties Group Parties and CCA Western,
and in consenting and agreeing to this Amendment, the Lenders have relied upon
(i) CCA Western becoming a Guarantor and a Grantor under and as defined in the
Guarantee and Security Agreement and a Grantor or Mortgagor under any other
applicable Security Documents, including, without limitation, the Mortgages
assumed by CCA Western, (ii) the continuing validity, enforceability and first
priority of the Liens created by the existing Mortgages in the Real Estate
subject thereto notwithstanding the transfer of fee ownership of any such Real
Estate to CCA Western, (iii) the Additional Real Property Transfers being
consummated subject to and subordinate to the Mortgages and (iv) the non-release
of the Borrower and Properties I from any of their respective obligations as
Grantor or Mortgagor under the Security Documents, including without limitation,
the Mortgages.
6. Counterparts. This Amendment may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement. Delivery of an executed
counterpart of a signature page to this Amendment by facsimile shall be
effective as delivery of a manually executed counterpart of this Amendment.
7. Severability. Any provision of this Amendment that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
8. Governing Law. This Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York.
[Signature page follows]
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly authorized,
as of the date first written above.
CORRECTIONS CORPORATION OF AMERICA,
as Borrower
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Chief Executive Officer
▇▇▇▇▇▇ COMMERCIAL PAPER INC.,
as Administrative Agent
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
DEUTSCHE BANK SECURITIES INC.,
as Syndication Agent
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
SOCIETE GENERALE,
as Documentation Agent
By: /s/ ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
Certain Schedules and Annexes Intentionally Omitted
Annex 4
FORM OF
ASSUMPTION AGREEMENT
ASSUMPTION AGREEMENT, dated as of December 31, 2004, made by
CCA Western Properties, Inc., a Delaware corporation (the "Additional Grantor"),
in favor of ▇▇▇▇▇▇ Commercial Paper Inc., as administrative agent (in such
capacity, the "Administrative Agent") for (i) the banks and other financial
institutions and entities (the "Lenders") parties to the Credit Agreement
referred to below, and (ii) the other Secured Parties (as defined in the
Guarantee and Security Agreement (as hereinafter defined)). All capitalized
terms not defined herein shall have the meaning ascribed to them in such Credit
Agreement.
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Corrections Corporation of America (the "Borrower"),
the Lenders, ▇▇▇▇▇▇ Brothers Inc., as advisor, lead arranger and book manager,
and, among others, the Administrative Agent have entered into a Third Amended
and Restated Credit Agreement, dated as of May 3, 2002 (as amended,
supplemented, replaced or otherwise modified from time to time, the "Credit
Agreement");
WHEREAS, in connection with the Credit Agreement, the Borrower
and certain of its Affiliates (other than the Additional Grantor) have entered
into the Second Amended and Restated Security Agreement (With Guarantee), dated
as of May 3, 2002 (as amended, supplemented or otherwise modified from time to
time, the "Guarantee and Security Agreement") in favor of the Administrative
Agent for the benefit of the Secured Parties;
WHEREAS, the Credit Agreement requires the Additional Grantor
to become a party to the Guarantee and Security Agreement; and
WHEREAS, the Additional Grantor has agreed to execute and
deliver this Assumption Agreement in order to become a party to the Guarantee
and Security Agreement;
WHEREAS, the Borrower has requested that the Lenders consent
to and agree to amend the Credit Agreement to provide, among other things, for
the transfer of certain Real Estate of CCA Properties of America, LLC to the
Additional Grantor; and
WHEREAS, pursuant to the Fifth Amendment (as hereinafter
defined), the Lenders have required that the Additional Grantor assume the
obligations and liabilities of CCA Properties of America, LLC as grantor or
mortgagor under certain Mortgages.
NOW, THEREFORE, IT IS AGREED:
1. Guarantee and Security Agreement. By executing and delivering this
Assumption Agreement, the Additional Grantor, as provided in Section 8.14 of the
Guarantee and Security Agreement, hereby becomes a party to the Guarantee and
Security Agreement as a Grantor thereunder with the same force and effect as if
originally named therein as a Grantor and, without limiting the generality of
the foregoing, hereby expressly assumes all obligations and liabilities of a
Grantor thereunder. The information set forth in Schedule A hereto is hereby
added to the information set forth in the Schedules to the Guarantee and
Security Agreement, as more specifically set forth in Schedule A. The Additional
Grantor hereby represents and warrants that each of the representations and
warranties contained in Section 4 of the Guarantee and Security Agreement is
true and correct on and as the date hereof (after giving effect to this
Assumption Agreement) as if made on and as of such date.
2. Assumption of Certain Mortgage Liabilities.
Reference is made to the Mortgages:
(a) The Additional Grantor hereby assumes all of the obligations and
liabilities, as well as all of the representations, warranties and covenants, of
the Grantor or Mortgagor (each as defined in the respective Mortgages), as the
case may be, arising under or with respect to each Mortgage set forth on
Schedule B hereto.
(b) The Additional Grantor specifically understands that each such
Mortgage shall secure all obligations and liabilities arising under this
Assumption Agreement and the Guarantee and Security Agreement as incorporated
herein by reference. Each Additional Grantor agrees that "Event of Default," as
used in the Mortgages, shall include, without limitation, any default arising
under this Agreement or in the Guarantee and Security Agreement, provided that
any requirement for the giving of notice, the lapse of time, or both, has been
satisfied.
(c) The Additional Grantor hereby designates the following substitute
address for all notices or communications given under the Mortgages described
below:
c/o Corrections Corporation of America
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
3. Reliance.
The Additional Grantor hereby acknowledges and agrees that the
amendments and the Additional Real Property Transfers contemplated in the Fifth
Amendment to the Third Amended and Restated Credit Agreement, dated as of
December 31, 2004 (the "Fifth Amendment") are being consummated at the request
of the Borrower, the Properties Group Parties and the Additional Grantor, and in
consenting and agreeing to the Fifth Amendment, the Lenders have relied upon (i)
the Additional Grantor becoming a Guarantor and a Grantor under and as defined
in the Guarantee and Security Agreement and a Grantor or Mortgagor under any
other applicable Security Documents, including, without limitation, the
Mortgages assumed by the Additional Grantor, (ii) the continuing validity,
enforceability and first priority of the Liens created by the existing Mortgages
in the Real Estate subject thereto notwithstanding the transfer of fee ownership
of any such Real Estate to the Additional Grantor, (iii) the Additional Real
Property Transfers being consummated subject to and subordinate to the Mortgages
and (iv) the non-release of the Borrower and CCA Properties of America, LLC from
any of their respective obligations as Grantor or Mortgagor under the Security
Documents, including without limitation, the Mortgages.
4. GOVERNING LAW. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
[Signature page follows]
IN WITNESS WHEREOF, the undersigned has caused this Assumption
Agreement to be duly executed and delivered as of the date first above written.
CCA WESTERN PROPERTIES, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Chief Executive Officer
Schedules Intentionally Omitted
Annex 5
CONSENT OF SUBSIDIARY GUARANTORS
Each of the undersigned is a Subsidiary Guarantor of the
Obligations of the Borrower under the Credit Agreement and hereby (a) consents
to the foregoing Amendment, (b) acknowledges that notwithstanding the execution
and delivery of the foregoing Amendment, the obligations of each of the
undersigned Subsidiary Guarantors are not impaired or affected and all
guaranties given to the holders of Obligations and all Liens granted as security
for the Obligations continue in full force and effect, and (c) confirms and
ratifies its obligations under the Guarantee and Security Agreement and each
other Loan Document executed by it. Capitalized terms used herein without
definition shall have the meanings given to such terms in the Amendment to which
this Consent is attached or in the Credit Agreement referred to therein, as
applicable.
Each of the undersigned hereby acknowledges and agrees that
the amendments and the Additional Real Property Transfers contemplated in the
foregoing Amendment are being consummated at the request of the Borrower, the
Properties Group Parties and CCA Western, and in consenting and agreeing to the
foregoing Amendment, the Lenders have relied upon (i) CCA Western becoming a
Guarantor and a Grantor under and as defined in the Guarantee and Security
Agreement and a Grantor or Mortgagor under any other applicable Security
Documents, including, without limitation, the Mortgages assumed by CCA Western,
(ii) the continuing validity, enforceability and first priority of the Liens
created by the existing Mortgages in the Real Estate subject thereto
notwithstanding the transfer of fee ownership of any such Real Estate to CCA
Western, (iii) the Additional Real Property Transfers being consummated subject
to and subordinate to the Mortgages and (iv) the non-release of the Borrower and
CCA Properties of America, LLC from any of their respective obligations as
Grantor or Mortgagor under the Security Documents, including without limitation,
the Mortgages. This Consent shall be governed by, and construed in accordance
with, the laws of the State of New York.
[Signature page follows]
IN WITNESS WHEREOF, each of the undersigned has executed and
delivered this Consent of Subsidiary Guarantors as of December 31, 2004.
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.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Chief Executive Officer
CCA PROPERTIES OF TEXAS, L.P.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Chief Executive Officer, CCA
Properties of America, LLC,
as General Partner
TRANSCOR AMERICA LLC
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President, Treasurer
