EXHIBIT 10.3
AMENDMENT NO. 2 TO
REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENT (this
"Amendment") is entered into as of April __, 2003, by and between CORRECTIONS
CORPORATION OF AMERICA, a Maryland corporation, with its principal office
located at 10 Burton Hills Boulevard, Nashville, Tennessee 37215 (the
"Corporation"), and PMI MEZZANINE FUND, L.P., a Delaware limited partnership,
with its principal office at 610 Newport Center Drive, Newport Beach, California
92660 (the "Investor").
RECITALS
WHEREAS, the Company and the Investor are parties to that certain
Registration Rights Agreement, dated as of December 31, 1998, as amended by that
certain Amendment to Registration Rights Agreement dated as of March 5, 2001 (as
so amended, the "Registration Rights Agreement");
WHEREAS, the parties hereto desire to amend the Registration Rights
Agreement in accordance with the amendment provision of Section 14(a) thereof,
as set forth herein.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Defined Terms. Capitalized terms used herein and not otherwise
defined shall have the meanings given to them in the Registration Rights
Agreement as amended hereby.
2. Amendments to Registration Rights Agreement. The Registration Rights
Agreement is hereby amended as follows:
(a) The definition of "Registrable Stock" set forth in Section 1 of
the Registration Rights Agreement is amended and restated in its entirety to
read as follows:
"Registrable Stock" means all shares of the Corporation's common stock,
$0.01 par value (the "Common Stock"), issued or issuable upon conversion of the
Convertible, Subordinated Notes, due February 28, 2007 (as amended from time to
time, the "Notes"), issued by the Corporation pursuant to that certain Note
Purchase Agreement of even date herewith between the Investor and the
Corporation (as amended from time to time, the "Note Purchase Agreement"), and
held by the original purchaser of
such Notes or by a person to whom Registration rights have been transferred
pursuant to the provisions of this Agreement, all shares of Common Stock issued
in lieu of such shares in any reorganization of the Corporation and all shares
of Common Stock issued in respect of such shares as a result of a stock split,
stock dividend, recapitalization, or combination.
(b) Section 2(b) of the Registration Rights Agreement is hereby
amended by deleting the phrase "the earlier of (i) the next date upon which the
Corporation becomes eligible to file a registration statement on Form S-3, and
(ii) December 5, 2002" in the first sentence thereof, and substituting in lieu
thereof the phrase "December 5, 2003".
3. Governing Law. This Amendment shall be governed in all respects by
and construed in accordance with the local laws of the State of Delaware and not
the choice of law rules of such state. Any legal action or proceeding with
respect to this Amendment may be brought in the courts of the State of Delaware
or of the United States of America for the District of Delaware, and, by
execution and delivery of this Amendment, each of the Corporation and the
Investor hereby accepts for itself and in respect of its property, generally and
unconditionally, the jurisdiction of the aforesaid courts. The Corporation
irrevocably consents to the service of process out of any of the aforementioned
courts in any such action or proceeding by the mailing of copies thereof by
registered or certified mail, postage prepaid, to the Corporation at its address
set forth herein, such service to become effective thirty (30) days after such
mailing.
4. Entire Amendment. This Amendment, and the terms and provisions
hereof, constitute the entire agreement among the parties pertaining to the
subject matter hereof and supersedes any and all prior or contemporaneous
amendments relating to the subject matter hereof. Except as expressly amended
hereby, the Registration Rights Agreement shall remain unchanged and in full
force and effect. To the extent any terms or provisions of this Amendment
conflict with those of the Registration Rights Agreement, the terms and
provisions of this Amendment shall control. This Amendment shall be deemed part
of and is hereby incorporated into the Registration Rights Agreement.
5. Counterparts. This Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Amendment by signing
any such counterpart. Delivery of an executed counterpart of this Amendment by
telefacsimile shall be equally as effective as delivery of an original executed
counterpart of this Amendment. Any party delivering an executed counterpart of
this Amendment by telefacsimile also shall deliver an original executed
counterpart of this Amendment, but the failure to deliver an original executed
counterpart shall not affect the validity, enforceability, and binding effect of
this Amendment.
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6. Amendments. This Amendment cannot be altered, amended, changed or
modified in any respect or particular unless each such alteration, amendment,
change or modification shall have been agreed to by each of the parties and
reduced to writing in its entirety and signed and delivered by each party.
[Signature page follows.]
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IN WITNESS WHEREOF, the parties have caused this Amendment No. 2 to
Registration Rights Agreement to be executed and delivered as of the date first
written above.
CORRECTIONS CORPORATION OF
AMERICA, a Maryland corporation
By:
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Its:
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PMI MEZZANINE FUND, L.P., a Delaware
limited partnership
By Pacific Mezzanine Investors, LLC, a
Delaware limited liability company,
its General Partner
By:
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Its:
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Address:
610 Newport Center Drive, Suite 1100
Newport Beach, California 92660
Attention: Robert Bartholomew
Telefacsimile: (949) 720-4222