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            SEVENTH AMENDMENT AND LIMITED WAIVER TO THIRD AMENDED AND
                            RESTATED CREDIT AGREEMENT
                            DATED AS OF MARCH 8, 2005

      This SEVENTH AMENDMENT AND LIMITED 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) 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 (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); and

      B. The Borrower desires to amend the Credit Agreement to permit the
incurrence of additional unsecured Indebtedness to be used for the purpose of
purchasing Senior Notes, prepaying a portion of the Tranche D Term Loans and
paying premiums, fees, costs and expenses incurred in connection therewith or
relating thereto, and the Required Lenders have agreed to amend the Credit
Agreement to permit the incurrence of such Indebtedness, the purchase of such
Senior Notes and certain related matters upon the terms and conditions set forth
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. LIMITED WAIVER TO CREDIT AGREEMENT TO BE EFFECTIVE ON THE SEVENTH AMENDMENT
EFFECTIVE DATE. The Lenders hereby waive any noncompliance with the provisions
of Section 7.9(a) of the Credit Agreement (and any corresponding Default or
Event of Default) that may occur solely as a result of the Borrower's offer to
purchase the Senior Notes.

2. AMENDMENTS TO CREDIT AGREEMENT TO BE EFFECTIVE ON THE SEVENTH AMENDMENT
EFFECTIVE DATE.

      (a) Section 1.1 of the Credit Agreement is hereby amended by inserting the
following definitions in the appropriate alphabetical position:

            "2005 Note Purchase Agreement": the Note Purchase Agreement, dated
      [______], 2005, among the Borrower, certain Subsidiaries of the Borrower,
      Lehman Brothers Inc. and the other initial purchasers of the 2005 Senior
      Notes.(1)

            "2005 Registration Rights Agreement": the Registration Rights
      Agreement, dated [______], 2005, among the Borrower, certain Subsidiaries
      of the Borrower, Lehman Brothers Inc. and the other initial purchasers of
      the 2005 Senior Notes.

            "2005 Senior Note Documentation": the 2005 Senior Note Indenture,
      the 2005 Senior Note Purchase Agreement and the 2005 Registration Rights
      Agreement, together with any other instruments and 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.

            "2005 Senior Note Indenture": the Indenture, dated as of [_______],
      2005, entered into by the Borrower, certain of its Subsidiaries and U.S.
      Bank National Association, as Trustee, in connection with the issuance of
      the 2005 Senior Notes, as the same may be amended, supplemented, replaced
      or otherwise modified from time to time in accordance with this Agreement.

            "2005 Senior Notes": the unsecured notes of the Borrower due 2013
      issued from time to time pursuant to the 2005 Senior Note Indenture,
      including the registered notes issued under the Indenture pursuant to the
      2005 Registration Rights Agreement.

      (b) The definition of "Material Debt Instruments" in Section 1.1 of the
Credit Agreement is hereby amended and restated in its entirety as follows:

            "Material Debt Instruments": collectively, the Senior Notes
      Indenture, the PMI Note Purchase Agreement, the MDP Note Purchase
      Agreement, the Existing 12% Senior Note Indenture, the documentation
      governing any Qualified Trust Indebtedness or Indebtedness incurred under
      Sections 7.2(h) or (i), the 2Q 2003 Senior Note Documentation, the 3Q 2003
      Senior Note Documentation and the 2005 Senior Note Documentation, as the
      same may be amended, supplemented replaced as otherwise modified from time
      to time in accordance with this Agreement.

      (c) Section 7.2 of the Credit Agreement is hereby amended by (1) deleting
the word "and" at the end of paragraph (q), (2) deleting the period at the end
of paragraph (r) and inserting "; and" in lieu thereof and (3) inserting the
following new paragraph (s) at the end thereof:

- -------------------
(1)   Each of the parties hereto hereby agrees that on the Seventh Amendment
      Effective Date the Administrative Agent may and shall complete the
      definitions of "2005 Note Purchase Agreement," "2005 Registration Rights
      Agreement," "2005 Senior Note Indenture" and "2005 Senior Notes," as
      appropriate.

                                       2


            (s) (i) Unsecured Indebtedness of the Borrower created under the
      2005 Senior Note Indenture in respect of the 2005 Senior Notes in an
      aggregate principal amount not to exceed $400,000,000; provided that (y)
      the proceeds of such Indebtedness are used on or promptly following the
      date of the issuance thereof to (A) purchase Senior Notes, (B) prepay the
      Tranche D Term Loans in an amount greater than or equal to $50,000,000 and
      (C) pay premiums, fees, costs and expenses incurred in connection with the
      purchase of Senior Notes, the amendment of the Senior Note Indenture and
      the issuance and sale of the 2005 Senior Notes and (z) no Default or Event
      of Default exists and is continuing at the time of issuance thereof (both
      before and after giving effect thereto), (ii) any Indebtedness refunding
      or refinancing the 2005 Senior Notes; provided that (w) such Indebtedness
      is in an aggregate principal amount not greater than the aggregate
      principal amount of the Indebtedness being refunded or refinanced plus the
      amount of any premiums, fees, costs and expenses incurred in connection
      with such refunding or refinancing, (x) such Indebtedness has a later or
      equal final maturity and longer or equal weighted average life to maturity
      than the Indebtedness being refunded or refinanced, (y) the covenants,
      events of default, subordination and other provisions of such Indebtedness
      (including any guarantees thereof) shall be, in the aggregate, no less
      favorable to the Lenders than those governing the Indebtedness being
      refunded or refinanced and (z) no Default or Event of Default exists and
      is continuing at the time of issuance thereof (both before and after
      giving effect thereto) and (iii) Guarantee Obligations of any Subsidiary
      Guarantor in respect of Indebtedness permitted under clauses (i) and (ii)
      of this Section 7.2(s);

      (d) Section 7.9(a) of the Credit Agreement is hereby amended by (1)
deleting the word "and" at the end of clause (i) thereof, (2) inserting the word
"and" immediately after the word "refinanced" at the end of clause (ii) thereof
and (3) inserting the following new clause (iii) immediately prior to the
semicolon at the end thereof:

            (iii) purchase Senior Notes with Indebtedness permitted under
      Section 7.2(s)

      (e) Section 7.9(b) of the Credit Agreement is hereby amended by inserting
the following proviso immediately prior to the comma at the end thereof:

            ; provided, that the Borrower and its Subsidiaries shall be
      permitted to amend, modify or change, or consent or agree to amendments,
      modifications or changes of, the Senior Note Indenture to eliminate events
      of default other than payment defaults and to eliminate substantially all
      of the covenants set forth therein, and in connection therewith to make
      payments to holders of Senior Notes in an amount not to exceed $30 for
      each $1,000 principal amount of Senior Notes

3. CONDITIONS TO EFFECTIVENESS.

      The effectiveness of the limited waiver contained in Section 1 and the
amendments contained in Section 2 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 "Seventh Amendment Effective
Date"):

                                       3


      (a) the Administrative Agent shall have received signed written
authorization from the requisite Lenders to execute this Amendment on behalf of
such Lenders, and shall have received counterparts of this Amendment signed by
the Borrower, and counterparts of the consent of the Subsidiary Guarantors
attached hereto as Annex 1 (the "Consent") executed by each of the Subsidiary
Guarantors;

      (b) each of the representations and warranties in Section 4 below shall be
true and correct in all material respects on and as of the Seventh 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 Seventh Amendment Effective Date; and

      (d) the Administrative Agent shall have received such other documents,
instruments, certificates, opinions and approvals as it may reasonably request.

4. 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. 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 Subsidiary Guarantors of the Consent, 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 this Amendment and 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 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 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

                                       4

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 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
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.

      (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.

5. 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.

6. COUNTERPARTS.

                                       5

      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]


                                       6

      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: President and Chief Executive
                                            Officer

                                 LEHMAN COMMERCIAL PAPER INC.,
                                 as Administrative Agent and on behalf of the
                                 Required Lenders

                                 By:          /s/ Ritam Bhalla
                                     ------------------------------------------
                                     Name:  Ritam Bhalla
                                     Title: Authorized Signatory

                        [signatures continued next page]

                                                                         Annex 1

                        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. 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 March 8, 2005.

                                    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/ John D. Ferguson
                                        ---------------------------------------
                                    Name:  John D. Ferguson
                                    Title: Chief Executive Officer


                                    CCA PROPERTIES OF TEXAS, L.P.

                                    By       /s/ John D. Ferguson
                                       ----------------------------------------
                                    Name:  John D. Ferguson
                                    Title: Chief Executive Officer, CCA
                                    Properties of America, LLC, as
                                    General Partner


                                    TRANSCOR AMERICA LLC

                                    By       /s/ Todd J. Mullenger
                                       ---------------------------------------
                                    Name:  Todd J. Mullenger
                                    Title: Vice President, Treasurer

                                                                    EXHIBIT 99.1
News Release
                                                       [CCA LOGO]

Contact:  Karin Demler, investor relations, 615-263-3005


                 CORRECTIONS CORPORATION OF AMERICA TENDERS FOR
                  ITS OUTSTANDING 9.875% SENIOR NOTES DUE 2009

NASHVILLE, TENN. - MARCH 8, 2005 - CORRECTIONS CORPORATION OF AMERICA (NYSE:
CXW) (the "Company") today commenced a tender offer for its outstanding $250
million 9.875% Senior Notes due 2009. In conjunction with the tender offer, the
Company also commenced a consent solicitation to eliminate certain covenants in,
and events that would cause a default under, the indenture governing the notes.
The tender offer and consent solicitation are being made pursuant to an Offer to
Purchase and Consent Solicitation Statement, dated March 8, 2005.

The total consideration will be determined by pricing the notes using standard
market practice to the first call date of the notes at a fixed spread of 50
basis points over the bid-side yield on the 2.25% U.S. Treasury Note due April
30, 2006, determined at 2:00 p.m., New York City time, on March 18, 2005 by
reference to the Bloomberg Governing Pricing Monitor. Holders who tender and
deliver their consents to the proposed amendments to the indenture governing the
notes by 5:00 p.m., New York City time, on March 21, 2005 (the "Consent Date")
will be eligible to receive the total consideration, which includes a consent
payment equal to $30 per $1,000 principal amount of notes tendered. Holders who
tender after the Consent Date but by April 4, 2005 (the "Expiration Date") will
be eligible to receive the tender offer consideration, which equals the total
consideration less the consent payment.

The tender offer is subject to, and conditioned upon, the receipt by the Company
of proceeds from an offering of its debt securities under a new financing. This
financing condition is in addition to other conditions set forth in the Offer to
Purchase and Consent Solicitation Statement. We expect to pay holders who
validly tender their notes by the Consent Date promptly following the
satisfaction of the financing condition and the other conditions to the tender
offer. We expect to pay holders who validly tender and do not withdraw their
notes after the Consent Date, but by the Expiration Date, promptly following the
Expiration Date.

Lehman Brothers Inc. is the Dealer Manager and Solicitation Agent, and D.F.
King & Co., Inc. is the Information Agent and Tender Agent, in connection
with the Offer and Consent Solicitation. Requests for information should be
directed to Lehman Brothers Inc. at (212) 528-7581 (call collect) or (800)
438-3242 (toll free).  Requests for documents should be directed to D.F. King
& Co., Inc. at (212) 269-5550 (call collect) or (800) 659-5550 (toll free).

This press release is not an offer to purchase or the solicitation of an offer
to sell with respect to the notes. The offers are being made solely by the Offer
to Purchase and Consent Solicitation Statement.

                                     -more-

CCA Tenders for Its Outstanding
9.875% Senior Notes Due 2009
Page 2


ABOUT THE COMPANY

Corrections Corporation of America is the nation's largest owner and operator of
privatized correctional and detention facilities and one of the largest prison
operators in the United States, behind only the federal government and three
states. The Company currently operates 64 facilities, including 39 company-owned
facilities, with a total design capacity of approximately 70,000 beds in 19
states and the District of Columbia. The Company specializes in owning,
operating and managing prisons and other correctional facilities and providing
inmate residential and prisoner transportation services for governmental
agencies. In addition to providing the fundamental residential services relating
to inmates, the Company's facilities offer a variety of rehabilitation and
educational programs, including basic education, religious services, life skills
and employment training and substance abuse treatment. These services are
intended to reduce recidivism and to prepare inmates for their successful
re-entry into society upon their release. The Company also provides health care
(including medical, dental and psychiatric services), food services and work and
recreational programs.

FORWARD-LOOKING STATEMENTS

This press release contains statements as to the Company's beliefs and
expectations of the outcome of future events that are forward-looking statements
as defined within the meaning of the Private Securities Litigation Reform Act of
1995. These forward-looking statements are subject to risks and uncertainties
that could cause actual results to differ materially from the statements made.
These include, but are not limited to, the risks and uncertainties associated
with: (i) fluctuations in the Company's operating results because of, among
other things, changes in occupancy levels, competition, increases in cost of
operations, fluctuations in interest rates and risks of operations; (ii) changes
in the privatization of the corrections and detention industry and the public
acceptance of the Company's services; (iii) the Company's ability to obtain and
maintain correctional facility management contracts, including as the result of
sufficient governmental appropriations, inmate disturbances and the timing of
the opening of new facilities; (iv) increases in costs to construct or expand
correctional facilities that exceed original estimates, or the inability to
complete such projects on schedule as a result of various factors, many of which
are beyond the Company's control, such as weather, labor conditions and material
shortages, resulting in increased construction costs; (v) changes in government
policy and in legislation and regulation of the corrections and detention
industry that adversely affect the Company's business; (vi) the availability of
debt and equity financing on terms that are favorable to the Company; and (vii)
general economic and market conditions. Other factors that could cause operating
and financial results to differ are described in the filings made from time to
time by the Company with the Securities and Exchange Commission.

The Company takes no responsibility for updating the information contained in
this press release following the date hereof or for any changes or modifications
made to this press release or the information contained herein by any
third-parties, including, but not limited to, any wire or internet services.

                                     ###

                                                                    EXHIBIT 99.2
News Release
                                                       [CCA LOGO]

Contact: Karin Demler, investor relations, 615-263-3005


   CORRECTIONS CORPORATION OF AMERICA ANNOUNCES PROPOSED SENIOR NOTES OFFERING

NASHVILLE, TENN. - MARCH 8, 2005 - CORRECTIONS CORPORATION OF AMERICA (NYSE:
CXW) (the "Company") today announced that it intends to offer, subject to market
and other conditions, $375.0 million in aggregate principal amount of senior
notes due 2013. The senior notes will be offered to qualified institutional
buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the
"Securities Act"), and outside the United States in compliance with Regulation S
under the Securities Act. The interest rate, offering price, ultimate aggregate
principal amount and other terms of the notes are to be determined by
negotiations between the Company and the initial purchasers of the notes. The
Company plans to use the net proceeds of the offering to purchase any and all of
the Company's $250.0 million 9.875% senior notes due 2009 that are tendered
pursuant to the tender offer announced today and to prepay approximately $100.0
million in aggregate principal amount of the Company's existing term loans under
the Company's senior secured credit facility.

The securities will not be registered under the Securities Act or any state
securities laws and, unless so registered, may not be offered or sold in the
United States except pursuant to an exemption from the registration requirements
of the Securities Act and applicable state laws.

This press release shall not constitute an offer to sell or a solicitation of an
offer to purchase any of these securities, and shall not constitute an offer,
solicitation or sale in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful. This press release is being issued
pursuant to and in accordance with Rule 135c under the Securities Act.

The foregoing statements regarding the Company's intentions with respect to the
contemplated offering and other transactions described above are forward-looking
statements under the Private Securities Litigation Reform Act of 1995, and
actual results could vary materially from the statements made. The Company's
ability to complete the offering and other transactions described above
successfully is subject to various risks, many of which are outside of its
control, including prevailing conditions in the capital markets and other risks
and uncertainties as detailed from time to time in the reports filed by the
Company with the Securities and Exchange Commission.

                                     ###