EXHIBIT 10.4
SECOND AMENDMENT AND WAIVER
TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
DATED AS OF APRIL 28, 2003
This SECOND AMENDMENT AND WAIVER 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, and SOCIETE GENERALE, as Documentation Agent, LEHMAN
BROTHERS INC., as Arranger, and LEHMAN 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, Lehman 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, as amended (together with all Annexes, Exhibits and Schedules thereto, the
"Credit Agreement"; capitalized terms used and not otherwise defined herein
shall have the meanings ascribed to such terms in the Credit Agreement);
B. The Borrower has advised the Lenders that it desires to consummate
the Capital Markets Transactions (as defined below) and apply the proceeds
thereof (plus, to the extent necessary, cash on hand) as follows (collectively,
the "Agreed Use of Proceeds"): (i) up to $107.5 million to purchase, repurchase
or redeem shares of its issued and outstanding series A preferred stock, (ii) up
to $110.0 million to purchase, repurchase or redeem shares of its issued and
outstanding series B preferred stock, (iii) up to $17.0 million to pay accrued
interest, contingent interest and other sums with respect to the MDP Notes, (iv)
up to the amount which would be necessary to purchase, repurchase or redeem the
common stock issued to holders of the MDP Notes upon conversion of the MDP Notes
(the "MDP Stock") at the greater of (x) the price per share of the Borrower's
common stock issued as part of the Capital Markets Transactions and (y) a price
per share of $16.83, and (v) up to $50.0 million to prepay Term Loans;
C. The Borrower has advised the Lenders that it desires to amend
certain provisions of the PMI Note Purchase Agreement to provide for a reduction
in the interest rate, an extension of the period during which the PMI Notes are
not subject to redemption at the option of the Borrower and a waiver by the
noteholders thereunder of certain registration rights regarding the underlying
securities (the "PMI Note Purchase Agreement Amendment") and certain contingent
interest and conversion provisions of the MDP Note Purchase Agreement (the "MDP
Note Purchase Agreement Amendment") in connection with the transactions
contemplated hereby; and
D. The Borrower has requested that the Lenders amend the Credit
Agreement to, among other things, provide for the issuance of the 2Q 2003 Senior
Notes (as defined below) and modify or waive, as appropriate, (i) the prepayment
requirements of Section 2.12(a) of the Credit Agreement to permit the Agreed Use
of Proceeds, (ii) the restrictions contained in Section 7.6 of the Credit
Agreement to permit the purchase, repurchase or redemption of the Borrower's
series A
preferred stock, the Borrower's series B preferred stock and the MDP Stock and
(iii) the restrictions contained in Section 7.9 of the Credit Agreement to
permit the payment of accrued interest, contingent interest and other sums on
the MDP Notes and the consummation of the PMI Note Purchase Agreement Amendment
and the MDP Note Purchase Agreement Amendment.
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. DEFINITIONS.
"Capital Markets Transactions": the issuance and sale during
the second calendar quarter of 2003 of (i) up to 7,000,000 shares of the
Borrower's common stock and (ii) up to $250,000,000 in aggregate principal
amount of high yield bonds of the Borrower (the "2Q 2003 Senior Notes"), each on
customary terms and conditions and otherwise satisfactory to the Administrative
Agent.
2. WAIVER.
Subject to the satisfaction of the conditions set forth in Section 5
hereof, the requisite Lenders hereby waive Sections 2.12(a), 7.6 and 7.9 of the
Credit Agreement to the limited extent necessary to permit the Capital Markets
Transactions, the substantially contemporaneous Agreed Use of Proceeds and the
payment from cash on hand of any additional amounts required to cause the
holders of MDP Notes to receive in connection with the purchase, repurchase or
redemption of the MDP Stock as required pursuant to the terms of the MDP Note
Purchase Agreement Amendment the greater of (x) the price per share of the
Borrower's common stock issued as part of the Capital Markets Transactions and
(y) a price per share of $16.83; provided that any portion of the proceeds of
the Capital Markets Transactions in excess of the amounts specified in the
definition of "Capital Market Transactions" that are not used for the Agreed Use
of Proceeds shall promptly be applied by the Borrower to repay the Loans in
accordance with Section 2.12(d).
3. WAIVER OF SECTION 7.9.
Subject to the satisfaction of the conditions set forth in Section 5
hereof (except as expressly provided therein), the requisite Lenders hereby
waive Section 7.9 of the Credit Agreement to the limited extent necessary to
permit the payment of contingent interest on the MDP Notes, the PMI Note
Purchase Agreement Amendment and the MDP Note Purchase Agreement Amendment, each
on terms and conditions and pursuant to documentation satisfactory to the
Administrative Agent.
4. AMENDMENTS TO CREDIT AGREEMENT. Subject to the satisfaction of the
conditions set forth in Section 5 hereof, the Credit Agreement is amended as
follows:
(a) The following new definitions are hereby added to Section
1.1 of the Credit Agreement in the appropriate alphabetical order:
"2Q 2003 Senior Note Documentation": the 2Q 2003 Senior
Note Indenture and the 2Q 2003 Senior Note Purchase Agreement, together
with any other instruments and
2
agreements entered into by the Borrower or its Subsidiaries in
connection therewith, as the same may be amended, supplemented,
replaced or otherwise modified from time to time in accordance with
this Agreement.
"2Q 2003 Senior Note Indenture": the Indenture, to be
dated on or about April 2003, entered into by the Borrower, certain of
its Subsidiaries and U.S. Bank, National Association, as Trustee, in
connection with the issuance of the 2Q 2003 Senior Notes, as the same
may be amended, supplemented, replaced or otherwise modified from time
to time in accordance with this Agreement.
"2Q 2003 Senior Note Purchase Agreement": the Purchase
Agreement, to be dated on or about April 2003, entered into by the
Borrower and Lehman Brothers Inc., as the same may be amended,
supplemented, replaced or otherwise modified from time to time in
accordance with this Agreement.
"2Q 2003 Senior Notes": the notes of the Borrower due 2011
issued from time to time pursuant to the 2Q 2003 Senior Note Indenture.
"Second Amendment": the Second Amendment and Waiver to
the Third Amended and Restated Credit Agreement, dated as of April
28, 2003.
"Second Amendment Effective Date": the "Amendment
Effective Date", as defined in the Second Amendment.
(b) The definition of Excluded Proceeds" contained in Section
1.1 of the Credit Agreement is hereby amended and restated in its entirety as
follows:
"Excluded Proceeds": (1) the Net Cash Proceeds received in
connection with the issuance and sale of Indebtedness permitted under
Section 7.2(h)(ii) to the extent such Net Cash Proceeds are used for
Capital Expenditures in respect of the Webb County, Houston or Stewart
facilities and (2) the Net Cash Proceeds (a) received in connection
with the issuance and sale of Capital Stock upon the exercise of any
(i) warrants outstanding on the Restatement Effective Date and (ii)
options issued to employees in the ordinary course of business, and (b)
not to exceed $10,000,000 over the life of this Agreement received from
any individual issuances of Capital Stock the Net Cash Proceeds of
which do not exceed $1,000,000.
(c) The definition of "L/C Commitment" contained in Section
1.1 of the Credit Agreement is hereby amended by replacing the number
"$35,000,000" with "$50,000,000".
(d) The definition of "Material Debt Instruments" contained in
Section 1.1 of the Credit Agreement is hereby amended by (i) replacing the "and"
immediately preceding the phrase "the documentation" on the third line thereof
with "," and (ii) adding "and the 2Q 2003 Senior Note Documentation" immediately
after the phrase "Sections 7.2(h) or (i)".
(e) The definition of "Total Revolving Credit Commitments"
contained in Section 1.1 of the Credit Agreement is hereby amended by inserting
the clause ", as such amount
3
may be increased in accordance with Section 2.4(c)" after the number
"$75,000,000" on the last line thereof.
(f) Section 2.4 of the Credit Agreement is hereby amended by
adding the following new clause (c):
"(c) Provided that no Default or Event of Default shall
have occurred and be continuing and the Revolving Credit Commitments
have not been terminated, the Borrower shall be entitled, at any time
on or after the Second Amendment Effective Date, with the written
consent of the Administrative Agent but without any consent from the
Lenders, except the Lenders providing all or part of such increased
amount, to request an increase in the Total Revolving Credit
Commitments of up to $35,000,0000 in the aggregate during the term of
this Credit Agreement; and this Credit Agreement may be amended by an
agreement between the Borrower and the Administrative Agent, without
the need for any further approval or consent from the Lenders or the
other Agents, to the extent the Administrative Agent determines to be
necessary to effectuate such increase and to cause all Revolving Credit
Lenders to have extended their pro rata share of the Revolving
Extensions of Credit after giving effect to any increase in the Total
Revolving Credit Commitments effected hereby".
(g) Section 6.15 of the Credit Agreement is hereby amended by
replacing the second parenthetical in clause (a) thereof with the following:
"(other than the incurrence and repayment of the Indebtedness permitted by
Section 7.2(a), (b), (f), (n) and (p))".
(h) Section 7.2(c) of the Credit Agreement is hereby amended
by replacing the number "$5,000,000" therein with "$15,000,000".
(i) Section 7.2(g) of the Credit Agreement is hereby amended
by replacing the number "$25,000,000" therein with "$50,000,000".
(j) Section 7.2(h) of the Credit Agreement is hereby amended
by replacing clause (ii) thereof with the following:
"(ii) to make Capital Expenditures with respect to the
Webb County, Houston or Stewart facilities permitted by Section 7.7 in
an aggregate amount not exceeding $15,000,000 per fiscal year;"
(k) Section 7.2(j) of the Credit Agreement is hereby amended
by adding the following text at the end thereof "and any Indebtedness refunding
or refinancing the Indebtedness incurred under the PMI Note Purchase Agreement
or the MDP Note Purchase Agreement; provided that (i) such Indebtedness does not
increase the principal amount thereof, (ii) such Indebtedness is issued on terms
and conditions satisfactory to the Administrative Agent and (iii) no Default or
Event of Default exists and is continuing at the time of issuance thereof (both
before and after giving effect thereto)"
(l) Section 7.2(p) of the Credit Agreement is hereby amended
by replacing the number "$10,000,000" therein with "$50,000,000".
4
(m) Section 7.2 of the Credit Agreement is hereby amended by
(i) deleting the word "and" at the end of clause (o), (ii) re-lettering clause
"(p)" thereof as clause "(q)" and (iii) adding the following new clause (p) in
alphabetical sequence:
"(p) unsecured Indebtedness of the Borrower created
under the 2Q 2003 Senior Note Indenture in respect of the 2Q 2003
Senior Notes in an aggregate principal amount not to exceed
$300,000,000 and Guarantee Obligations of any Subsidiary Guarantor in
respect of such Indebtedness; and".
(n) Section 7.5(d) of the Credit Agreement is hereby amended
by (i) replacing the word "and" immediately preceding clause (ii) thereof with
"," and (ii) adding the following new clause (iii) immediately after clause (ii)
thereof "and (iii) for cash of any Prison Facility to the United States Bureau
of Prisons or any other federal, state or local governmental agency in
connection with a management contract with such entity with respect to such
Prison Facility, such Disposition to be for fair market value, as determined in
good faith by the board of directors of the Borrower and certified in writing by
the board of directors to the Administrative Agent;"
(o) Section 7.6 of the Credit Agreement is hereby amended by
(i) deleting the word "and" at the end of clause (f) thereof, (ii) replacing the
"." at the end of clause (g) thereof with "; and" and (iii) adding the following
new clauses (h) and (i):
"(h) so long as no Default or Event of Default shall have
occurred and be continuing, the Borrower may purchase, repurchase or
redeem any of its outstanding series A preferred stock and series B
preferred stock; and
(i) so long as no Default or Event of Default shall have
occurred and be continuing, the Borrower may repurchase its common
stock at market prices in an aggregate amount not to exceed $5,000,000
for any fiscal year (without reduction for any purchases of the
Borrower's common stock constituting an Agreed Use of Proceeds, as
defined in the Second Amendment)."
(p) Section 7.7(a) of the Credit Agreement is deleted in its
entirety and replaced with the following:
"(a) Capital Expenditures by the Borrower and its
Subsidiaries in an aggregate amount not to exceed $75,000,000 per
fiscal year to maintain or expand existing Prison Facilities; provided,
that the Borrower may use up to $20,000,000 of such amount per fiscal
year in the Borrower's discretion for any other Capital Expenditures;
provided, further, that (x) up to $40,000,000 of any such amount
referred to in this clause (a), if not so expended in the fiscal year
for which it is permitted, may be carried over for expenditure in the
next succeeding fiscal year and (y) Capital Expenditures made pursuant
to this clause (a) during any fiscal year as provided above shall be
deemed made, first, in respect of amounts permitted for such year as
provided above and, second, in respect of amounts carried over from the
prior fiscal year pursuant to subclause (x) above;"
(q) Section 7.7(c) of the Credit Agreement is hereby deleted
in its entirety and replaced with the following:
5
"(c) Build-to-Suit Capital Expenditures in an aggregate
amount not to exceed $65,000,000 per fiscal year;"
(r) Section 7.8 of the Credit Agreement is hereby amended by
(i) replacing the number "$50,000,000" in the first line of clause (g)(v) with
the number "$75,000,000", (ii) replacing the number "$7,500,000" in the second
line of clause (k) thereof with "$10,000,000" and (iii) replacing the number
"$5,000,000" in the third line of clause (m) thereof with "$20,000,000".
(s) Section 7.9 of the Credit Agreement is hereby amended by
replacing the phrase "and pay, prepay, repurchase, redeem or defease" in clause
(a)(ii) with the phrase "and/or pay, prepay, repurchase, redeem or defease".
5. CONDITIONS TO EFFECTIVENESS. The effectiveness of the waivers contained in
Section 2 and 3 of this Amendment and of the amendments contained in Section 4
of this Amendment are conditioned upon satisfaction of the following conditions
precedent, except that the waiver contained in Section 3 shall become effective
upon satisfaction of all the following conditions precedent other than clauses
(f) and (g) (the date on which all such conditions (or, with respect to the
waivers contained in Section 3, all such conditions except clauses (f) and (g),
as applicable) have been satisfied being referred to herein as the "Amendment
Effective Date"):
(a) 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 Agents, and counterparts of the consent of the Guarantors attached hereto as
Annex 1 (the "Consent") executed by each of the Guarantors (as defined in the
Guarantee and Security Agreement);
(b) each of the representations and warranties in Section 6
below shall be true and correct in all material respects on and as of the
Amendment Effective Date;
(c) 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 Amendment Effective Date;
(d) the Borrower shall have paid to each of the Lenders
executing this Amendment by April 10, 2003, an amendment fee equal to the
product of .125% multiplied by the amount of each such Lender's Commitment;
(e) the Administrative Agent shall have received the executed
legal opinions of each of Bass, Berry & Sims PLC, Miles & Stockbridge and Kaye
Scholer LLP, counsel to the Borrower and its Subsidiaries, regarding customary
matters (including, without limitation, the enforceability of this Amendment and
the Credit Agreement, as amended, against all parties thereto, and no conflict
with law or material agreements);
(f) the Administrative Agent shall have received true and
correct copies, certified as to authenticity by the Borrower, of the 2Q 2003
Senior Note Documentation;
6
(g) the Borrower shall have received at least (i) $150,000,000
in gross cash proceeds from the issuance and sale of the 2Q 2003 Senior Notes
and (ii) $42,000,000 (plus any additional amount necessary to consummate the
purchase, repurchase or redemption of the MDP Stock as provided above) in gross
cash proceeds from the issuance and sale of its common stock and all aspects of
the Capital Markets Transactions and all documentation related thereto shall be
reasonably satisfactory to the Administrative Agent; and
(h) the Administrative Agent shall have received such other
documents, instruments, certificates, opinions and approvals as it may
reasonably request.
6. 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 Guarantors has the requisite corporate power and authority to execute and
deliver the Consent. 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 and (ii) by the Guarantors of the
Consent, in each case, have been duly approved by all necessary corporate action
of such Person and no other corporate 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 Guarantors. Each of this Amendment, the Consent 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, enforceable against such Loan Party in accordance with its terms,
except as may be limited by 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 or of the
Consent or the performance 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 or the Consent, nor the consummation of the transactions contemplated
hereby and thereby, nor the performance of and compliance with the terms and
provisions hereof or of the Credit Agreement (as modified hereby) by any Loan
Party 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,
7
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.
(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.
7. 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.
8. 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.
9. 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
10. GOVERNING LAW. This Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York.
[Signature pages follow]
9
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/ John D. Ferguson
----------------------------------------
Name: John D. Ferguson
Title: Chief Executive Officer
LEHMAN COMMERCIAL PAPER INC.,
as Administrative Agent
By: /s/ G. Andrew Keith
----------------------------------------
Name: G. Andrew Keith
Title: Authorized Signatory
LEHMAN BROTHERS INC.,
as Arranger
By: /s/ G. Andrew Keith
----------------------------------------
Name: G. Andrew Keith
Title: Senior Vice President
[signatures continued next page]
DEUTSCHE BANK SECURITIES INC., as
Syndication Agent
By: /s/ David S. Bailey
---------------------------------------
Name: David S. Bailey
Title: Managing Director
SOCIETE GENERALE, as
Documentation Agent
By: /s/ Elizabeth R. Peck
---------------------------------------
Name: Elizabeth R. Peck
Title: Director
Annex 1
CONSENT OF GUARANTORS
Each of the undersigned is a 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 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 Guaranty 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.
IN WITNESS WHEREOF, each of the undersigned has executed and
delivered this Consent of Guarantors as of the 28th day of April 2003.
CCA OF TENNESSEE, INC.
By: /s/ John D. Ferguson
--------------------------------------
Name: John D. Ferguson
Title: President
PRISON REALTY MANAGEMENT, INC.
By: /s/ John D. Ferguson
--------------------------------------
Name: John D. Ferguson
Title: President
[Signature pages continued]
CCA INTERNATIONAL, INC.
By: /s/ John D. Ferguson
---------------------------------------
Name: John D. Ferguson
Title: Chief Executive Officer
TRANSCOR AMERICA, LLC
By: CCA of Tennessee, Inc., a Tennessee
corporation, its sole member
By: /s/ John D. Ferguson
---------------------------------------
Name: John D. Ferguson
Title: President
TECHNICAL AND BUSINESS INSTITUTE OF
AMERICA, INC.
By: /s/ John D. Ferguson
---------------------------------------
Name: John D. Ferguson
Title: Chief Executive Officer
CCA PROPERTIES OF AMERICA, LLC
By: Corrections Corporation of America, a
Maryland corporation, its sole member
By: /s/ John D. Ferguson
--------------------------------------
Name: John D. Ferguson
Title: Chief Executive Officer
[Signature pages continued]
CCA PROPERTIES OF TEXAS, L.P.
By: Properties I, a Tennessee limited
liability company, its General Partner
By: /s/ John D. Ferguson
--------------------------------------
Name: John D. Ferguson
Title: Chief Executive Officer
CCA PROPERTIES OF ARIZONA, LLC
By: CCA of Tennessee, Inc., a Tennessee
corporation, its sole member
By: /s/ John D. Ferguson
--------------------------------------
Name: John D. Ferguson
Title: President
CCA PROPERTIES OF TENNESSEE, LLC
By: CCA of Tennessee, Inc., a Tennessee
corporation, its sole member
By: /s/ John D. Ferguson
--------------------------------------
Name: John D. Ferguson
Title: President