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                                                                     EXHIBIT 4.1



                                                               Execution Version

                       CORRECTIONS CORPORATION OF AMERICA

                     AND EACH OF THE GUARANTORS NAMED HEREIN

                                   ----------

                                    INDENTURE

                           Dated as of March 23, 2005

                          6 1/4% SENIOR NOTES DUE 2013

                                   ----------

                         U. S. Bank National Association

                                     Trustee

                                   ----------

                             CROSS-REFERENCE TABLE*



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


N.A. means not applicable.

*    This Cross Reference Table is not part of the Indenture.

                                TABLE OF CONTENTS



                                                                            Page
                                                                            ----
                                                                      
                       CORRECTIONS CORPORATION OF AMERICA

                                   ARTICLE 1.
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01   Definitions...............................................     1
Section 1.02   Other Definitions.........................................    22
Section 1.03   Incorporation by Reference of Trust Indenture Act.........    22
Section 1.04   Rules of Construction.....................................    23

                                   ARTICLE 2.
                                    THE NOTES

Section 2.01   Form and Dating...........................................    23
Section 2.02   Execution and Authentication..............................    24
Section 2.03   Registrar and Paying Agent................................    24
Section 2.04   Paying Agent to Hold Money in Trust.......................    24
Section 2.05   Holder Lists..............................................    25
Section 2.06   Transfer and Exchange.....................................    25
Section 2.07   Replacement Notes.........................................    36
Section 2.08   Outstanding Notes.........................................    36
Section 2.09   Treasury Notes............................................    37
Section 2.10   Temporary Notes...........................................    37
Section 2.11   Cancellation..............................................    37
Section 2.12   Defaulted Interest........................................    37

                                   ARTICLE 3.
                            REDEMPTION AND PREPAYMENT

Section 3.01   Notices to Trustee........................................    38
Section 3.02   Selection of Notes to Be Redeemed or Purchased............    38
Section 3.03   Notice of Redemption......................................    39
Section 3.04   Effect of Notice of Redemption............................    39
Section 3.05   Deposit of Redemption or Purchase Price...................    39
Section 3.06   Notes Redeemed or Purchased in Part.......................    40
Section 3.07   Optional Redemption.......................................    40
Section 3.08   Mandatory Redemption......................................    41
Section 3.09   Offer to Purchase by Application of Excess Proceeds.......    41

                                   ARTICLE 4.
                                    COVENANTS

Section 4.01   Payment of Notes..........................................    42
Section 4.02   Maintenance of Office or Agency...........................    43
Section 4.03   Reports...................................................    43
Section 4.04   Compliance Certificate....................................    44
Section 4.05   Taxes.....................................................    45
Section 4.06   Stay, Extension and Usury Laws............................    45
Section 4.07   Changes in Covenants when Notes Rated Investment Grade....    46



                                        i


                                                                      
Section 4.08   Restricted Payments.......................................    49
Section 4.09   Dividend and Other Payment Restrictions
                  Affecting Subsidiaries.................................    49
Section 4.10   Incurrence of Indebtedness and Issuance of
                  Preferred Stock........................................    50
Section 4.11   Asset Sales...............................................    53
Section 4.12   Transactions with Affiliates..............................    55
Section 4.13   Liens.....................................................    56
Section 4.14   Business Activities.......................................    56
Section 4.15   Corporate Existence.......................................    56
Section 4.16   Offer to Repurchase Upon a Change of Control..............    56
Section 4.17   Limitation on Sale and Leaseback Transactions.............    58
Section 4.18   Payments for Consent......................................    58
Section 4.19   Additional Note Guarantees................................    59
Section 4.20   Designation of Restricted and Unrestricted Subsidiaries...    59

                                   ARTICLE 5.
                                   SUCCESSORS

Section 5.01   Merger, Consolidation, or Sale of Assets..................    59
Section 5.02   Successor Corporation Substituted.........................    60

                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

Section 6.01   Events of Default.........................................    60
Section 6.02   Acceleration..............................................    62
Section 6.03   Other Remedies............................................    62
Section 6.04   Waiver of Past Defaults...................................    62
Section 6.05   Control by Majority.......................................    63
Section 6.06   Limitation on Suits.......................................    63
Section 6.07   Rights of Holders of Notes to Receive Payment.............    63
Section 6.08   Collection Suit by Trustee................................    63
Section 6.09   Trustee May File Proofs of Claim..........................    64
Section 6.10   Priorities................................................    64
Section 6.11   Undertaking for Costs.....................................    64

                                   ARTICLE 7.
                                     TRUSTEE

Section 7.01   Duties of Trustee.........................................    65
Section 7.02   Rights of Trustee.........................................    66
Section 7.03   Individual Rights of Trustee..............................    66
Section 7.04   Trustee's Disclaimer......................................    67
Section 7.05   Notice of Defaults........................................    67
Section 7.06   Reports by Trustee to Holders of the Notes................    67
Section 7.07   Compensation and Indemnity................................    67
Section 7.08   Replacement of Trustee....................................    68
Section 7.09   Successor Trustee by Merger, etc..........................    69
Section 7.10   Eligibility; Disqualification.............................    69
Section 7.11   Preferential Collection of Claims Against Company.........    69

                                   ARTICLE 8.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01   Option to Effect Legal Defeasance or Covenant Defeasance..    69
Section 8.02   Legal Defeasance and Discharge............................    70



                                       ii


                                                                      
Section 8.03   Covenant Defeasance.......................................    70
Section 8.04   Conditions to Legal or Covenant Defeasance................    71
Section 8.05   Deposited Money and Government Securities to be
                  Held in Trust; Other Miscellaneous Provisions..........    72
Section 8.06   Repayment to Company......................................    72
Section 8.07   Reinstatement.............................................    72

                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01   Without Consent of Holders of Notes.......................    73
Section 9.02   With Consent of Holders of Notes..........................    74
Section 9.03   Compliance with Trust Indenture Act.......................    75
Section 9.04   Revocation and Effect of Consents.........................    75
Section 9.05   Notation on or Exchange of Notes..........................    75
Section 9.06   Trustee to Sign Amendments, etc...........................    75

                                   ARTICLE 10.
                                 NOTE GUARANTEES

Section 10.01  Guarantee.................................................    76
Section 10.02  Limitation on Guarantor Liability.........................    77
Section 10.03  Execution and Delivery of Note Guarantee..................    77
Section 10.04  Guarantors May Consolidate, etc., on Certain Terms........    77
Section 10.05  Releases Following Sale of Assets.........................    78

                                   ARTICLE 11.
                           SATISFACTION AND DISCHARGE

Section 11.01  Satisfaction and Discharge................................    79
Section 11.02  Application of Trust Money................................    80

                                   ARTICLE 12.
                                  MISCELLANEOUS

Section 12.01  Trust Indenture Act Controls..............................    80
Section 12.02  Notices...................................................    80
Section 12.03  Communication by Holders of Notes with Other
                  Holders of Notes.......................................    81
Section 12.04  Certificate and Opinion as to Conditions Precedent........    81
Section 12.05  Statements Required in Certificate or Opinion.............    82
Section 12.06  Rules by Trustee and Agents...............................    82
Section 12.07  No Personal Liability of Directors, Officers,
                  Employees and Stockholders.............................    82
Section 12.08  Governing Law.............................................    82
Section 12.09  No Adverse Interpretation of Other Agreements.............    83
Section 12.10  Successors................................................    83
Section 12.11  Severability..............................................    83
Section 12.12  Counterpart Originals.....................................    83
Section 12.13  Table of Contents, Headings, etc..........................    83


                                    EXHIBITS


        
Exhibit A  FORM OF NOTE
Exhibit B  FORM OF CERTIFICATE OF TRANSFER
Exhibit C  FORM OF CERTIFICATE OF EXCHANGE



                                       iii


        
Exhibit D  FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
Exhibit E  FORM OF NOTE GUARANTEE
Exhibit F  FORM OF SUPPLEMENTAL INDENTURE



                                       iv

     INDENTURE dated as of March 23, 2005 among Corrections Corporation of
America, a Maryland corporation (the "Company"), the Guarantors (as defined
herein) and U. S. Bank National Association, as trustee (the "Trustee").

     The Company, the Guarantors and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders (as
defined herein) of the 6 1/4% Senior Notes due 2013 (the "Notes"):

                                   ARTICLE 1.
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01 Definitions.

     "144A Global Note" means a Global Note substantially in the form of Exhibit
A hereto bearing the Global Note Legend and the Private Placement Legend and
deposited with or on behalf of, and registered in the name of, the Depositary or
its nominee that will be issued in a denomination equal to the outstanding
principal amount of the Notes sold in reliance on Rule 144A.

     "Acquired Debt" means, with respect to any specified Person:

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

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

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

     "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control,"
as used with respect to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise; provided that beneficial ownership of 10% or more of the
Voting Stock of a Person will be deemed to be control. For purposes of this
definition, the terms "controlling," "controlled by" and "under common control
with" have correlative meanings.

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

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


                                        1

     "Asset Sale" means:

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

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

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

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

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

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

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

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

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

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

          (1) one or more Permitted Businesses;

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

          (3) one or more real estate properties.

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


                                        2

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

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

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

     "Board of Directors" means:

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

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

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

     "Broker-Dealer" has the meaning set forth in the Registration Rights
Agreement.

     "Business Day" means any day other than a Legal Holiday.

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

     "Capital Stock" means:

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

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

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

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

     "Cash Equivalents" means:

          (1) United States dollars;


                                        3

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

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

          (4) Auction Rate Securities;

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

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

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

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

     "Change of Control" means the occurrence of any of the following:

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

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

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

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


                                        4

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

     "Clearstream" means Clearstream Banking, S.A.

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

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

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

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

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

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

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

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

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

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


                                        5

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

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

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

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

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

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

          (1) was a member of such Board of Directors on the date of this
     Indenture; or

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

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

     "Credit Agreement" means that certain Third Amended and Restated Credit
Agreement dated May 3, 2002, by and among the Company and Lehman Commercial
Paper Inc., and other parties thereto, as amended and restated from time to
time, including that certain Seventh Amendment and Consent to the Third Amended
and Restated Credit Agreement, dated March 8, 2005, including any related notes,
guarantees, collateral documents, instruments and agreements executed in
connection therewith, to be entered into on or prior to the date of this
Indenture, and in each case as amended, (and/or amended and restated) modified,
renewed, refunded, replaced or refinanced from time to time, in whole or in
part, with the same or different lenders (including, without limitation, any
amendment, amendment and restatement, modification, renewal, refunding,
replacement or refinancing that increases the maximum amount of the loans made
or to be made thereunder).

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


                                        6

(including by means of sales and debt securities to institutional investors) in
whole or in part from time to time.

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

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

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

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

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

     "Designated Asset Contract" means each of the following contracts pursuant
to which the Company has granted (a) an option to purchase a Designated Asset
for the Designated Asset Value or (b) a right of reversion of all or a portion
of the Company's ownership in such Designated Assets, in each case as in effect
on the date of this Indenture: Standard Form Lease Agreement, East Mesa
Detention Facility, dated October 30, 1997, between the County of San Diego and
the Company; Lease Agreement, dated April 30, 1996, between Huerfano County and
the Company; Request for Proposal Number 0467-019-955259 Issues on Behalf of the
Georgia Department of Corrections re: Bid of Private Prisons in Coffee and
Wheeler Counties; Contract No. 467-019-955259-1, dated July 24, 1996, between
the Georgia Department of Corrections and the Company; Contract No.
467-019-955259-2, dated July 24, 1996, between the Georgia Department of
Corrections and the Company; Agreement, dated October 6, 1998, between the
Tallahatchie County Correctional Authority and the Company, as amended by that
certain Amendment No. 1 to Agreement dated May 18, 2000, between the
Tallahatchie County Correctional Authority and the Company; Contract for
Facility Development -- Design, Build, dated July 22, 1998, between the Montana
Department of Corrections and the Company; Contractual Agreement, dated July 1,
1997, between the State of Oklahoma Department of Corrections and the Company;
Correctional Services Contract, dated July 1, 1998, between the State of
Oklahoma Department of Corrections and the Company; Lease Agreement, dated April
15, 1985, between the County of Shelby and the Company; Contract, dated February
25, 1986, between the Tennessee Department of Finance and Administration and the
Company; Lease Agreement, dated January 1997, between the District of Columbia
and the Company; and Incarceration Agreement, dated October 23, 2002, between
the State of Tennessee, Department of Correction and Hardeman County, Tennessee
and the related Contract for the Lease of Whiteville Correctional Facility,
dated October 9, 2002, between Hardeman County, Tennessee and the Company; and
any contract entered into after the date of this Indenture under which the
Company has granted (a) an option to purchase a Designated Asset for the
Designated Asset Value or (b) a right of


                                        7

reversion of all or a portion of the Company's ownership in such Designated
Assets; provided, however, that such contract is entered into in the ordinary
course of business, is consistent with past practices and is preceded by a
resolution of the Board of Directors of the Company set forth in an Officers'
Certificate certifying that such contract has been approved by a majority of the
members of the Board of Directors and the option to purchase or right to
reversion in such contract is on terms the Board of Directors has determined to
be reasonable and in the best interest of the Company.

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

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

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

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

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

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

     "Euroclear" means Euroclear Bank S.A./N.V., as operator of the Euroclear
system.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "Exchange Notes" means the Notes issued in the Exchange Offer pursuant to
Section 2.06(f) hereof.


                                        8

     "Exchange Offer" has the meaning set forth in the Registration Rights
Agreement.

     "Exchange Offer Registration Statement" has the meaning set forth in the
Registration Rights Agreement.

     "Existing Indebtedness" means the Indebtedness of the Company and its
Restricted Subsidiaries (other than Indebtedness under the Credit Agreement) in
existence on the date of this Indenture, until such amounts are repaid.

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

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

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

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

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

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

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

          (1) acquisitions that have been made by the specified Person or any of
     its Restricted


                                        9

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

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

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

     For purposes of making the computations referred to above, the pro forma
change in Consolidated Cash Flow projected by the Company in good faith as a
result of reasonably identifiable and factually supportable cost savings and
costs, as the case may be, expected to be realized during the consecutive
four-quarter period commencing after such acquisition or transaction (the
"Savings Period") will be included in such calculation for any reference period
that includes any of the Savings Period; provided that any such pro forma change
to such Consolidated Cash Flow will be without duplication for cost savings and
costs actually realized and already included in such Consolidated Cash Flow. If
since the beginning of such period any Person (that subsequently became a
Restricted Subsidiary or was merged with or into the Company or any Restricted
Subsidiary since the beginning of such period) will have made any Investment,
acquisition, disposition, merger, consolidation or discontinued operation that
would have required adjustment pursuant to this definition, then the Fixed
Charge Coverage Ratio will be calculated giving pro forma effect thereto for
such period as if such Investment, acquisition, disposition, merger,
consolidation or discontinued operation had occurred at the beginning of the
applicable four-quarter period.

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

     "Global Notes" means, a Note, substantially in the form of Exhibit A hereto
issued in accordance with Section 2.01 hereof.

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

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

     "Guarantee" means a guarantee other than by endorsement of negotiable
instruments for collection or deposit in the ordinary course of business, direct
or indirect, in any manner including, without limitation, by way of a pledge of
assets or through letters of credit or reimbursement agreements


                                       10

in respect thereof, of all or any part of any Indebtedness, but not any
Indebtedness of the Company under the Forward Delivery Deficits Agreement, dated
as of September 25, 1997, by and between the Company and Wachovia Bank, National
Association (formerly known as "First Union National Bank"), as trustee, or
under the Debt Service Deficits Agreement, dated as of January 1, 1997, by and
between the Company and Hardeman County Correctional Facilities Corporation,
each as in effect on the Issue Date, provided that and for so long as such
Indebtedness is not required to be classified as debt of the Company or any
Restricted Subsidiary pursuant to GAAP.

     "Guarantors" means each of:

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

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

and their respective successors and assigns.

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

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

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

     "Holder" means a Person in whose name a Note is registered.

     "IAI Global Note" means a Global Note substantially in the form of Exhibit
A hereto bearing the Global Note Legend and the Private Placement Legend and
deposited with or on behalf of and registered in the name of the Depositary or
its nominee that will be issued in a denomination equal to the outstanding
principal amount of the Notes sold to Institutional Accredited Investors.

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

          (1) in respect of borrowed money;

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

          (3) in respect of banker's acceptances;

          (4) representing Capital Lease Obligations;

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

          (6) representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit
and Hedging Obligations) would appear as a liability upon a balance sheet of the
specified Person prepared in accordance with


                                       11

GAAP. In addition, the term "Indebtedness" includes all Indebtedness of others
secured by a Lien on any asset of the specified Person (whether or not such
Indebtedness is assumed by the specified Person) and, to the extent not
otherwise included, the Guarantee by the specified Person of any indebtedness of
any other Person.

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

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

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

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

     "Indenture" means this Indenture, as amended or supplemented from time to
time.

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

     "Initial Notes" means the first $375.0 million aggregate principal amount
of Notes issued under this Indenture on the date hereof.

     "Initial Purchasers" means Lehman Brothers Inc., Banc of America Securities
LLC, J.P. Morgan Securities Inc., Wachovia Capital Markets, LLC, SG Americas
Securities, LLC & Investment Bank, Avondale Partners, Jefferies & Company, Inc.,
BB&T Capital Markets, a division of Scott & Stringfellow, Inc., First Analysis
Securities Corporation, Morgan Joseph & Co. Inc. and Utendahl Capital Partners.

     "Institutional Accredited Investor" means an institution that is an
"accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act, who are not also QIBs.

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


                                       12

     "Issue Date" means March 23, 2005.

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

     "Letter of Transmittal" means the letter of transmittal to be prepared by
the Company and sent to all Holders of the Notes for use by such Holders in
connection with the Exchange Offer.

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

     "Liquidated Damages" means all liquidated damages then owing pursuant to
Section 5 of the Registration Rights Agreement.

     "Moody's" means Moody's Investor Service, Inc.

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

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

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

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

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

          (5) amortization of debt issuance costs.

     "Net Proceeds" means the aggregate cash proceeds received by the Company or
any of its Restricted Subsidiaries in respect of any Asset Sale (including,
without limitation, any cash or Cash Equivalents received upon the sale or other
disposition of any non-cash consideration, including Designated Non-Cash
Consideration received in any Asset Sale and deemed to be cash pursuant to and
in compliance with Section 4.11 hereof), net of the direct costs relating to
such Asset Sale, including, without limitation, legal, accounting and investment
banking fees, and sales commissions, and any relocation expenses incurred as a
result of the Asset Sale, taxes paid or payable as a result of the Asset


                                       13

Sale, in each case, after taking into account any available tax credits or
deductions and any tax sharing arrangements, and amounts required to be applied
to the repayment of Indebtedness, other than Indebtedness under a Credit
Facility, secured by a Lien on the asset or assets that were the subject of such
Asset Sale and any reserve for adjustment in respect of the sale price of such
asset or assets established in accordance with GAAP.

     "Non-Recourse Debt" means Indebtedness:

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

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

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

     "Non-U.S. Person" means a Person who is not a U.S. Person.

     "Note Guarantee" means the Guarantee by each Guarantor of the Company's
payment obligations under this Indenture and on the Notes, executed pursuant to
the provisions of this Indenture.

     "Notes" has the meaning assigned to it in the preamble to this Indenture.
The Initial Notes and the Additional Notes shall be treated as a single class
for all purposes under this Indenture, and unless the context otherwise
requires, all references to the Notes shall include the Initial Notes and any
Additional Notes.

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

     "Offering Memorandum" means the Offering Memorandum of the Company with
respect to the Initial Notes dated March 8, 2005.

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

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

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


                                       14

     "Participant" means, with respect to the Depositary, Euroclear or
Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and, with respect to DTC, shall include Euroclear and
Clearstream).

     "Permitted Business" means the business conducted by the Company and its
Restricted Subsidiaries on the date of this Indenture and businesses reasonably
related thereto or ancillary or incidental thereto or a reasonable extension
thereof, including the privatization of governmental services.

     "Permitted Investments" means:

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

          (2) any Investment in cash or Cash Equivalents;

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

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

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

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

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

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

          (7) Hedging Obligations;

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

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

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


                                       15

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

          (12) Investments in existence on the date of this Indenture;

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

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

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

     "Permitted Liens" means:

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

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

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

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

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

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

          (7) Liens existing on the date of this Indenture;

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

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


                                       16

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

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

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

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

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

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

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

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

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

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

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


                                       17

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

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

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

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

     "PMI Notes" means those certain convertible subordinated notes issued
pursuant to that certain Note Purchase Agreement, dated as of December 31, 1998,
as amended on June 30, 2000 and on March 5, 2001, and as may be further amended
through the date of this Supplemental Indenture, between the Company and PMI
Mezzanine Fund, L.P.

     "Private Placement Legend" means the legend set forth in Section 2.06(g)(1)
to be placed on all Notes issued under this Indenture except where otherwise
permitted by the provisions of this Indenture.

     "QIB" means a "qualified institutional buyer" as defined in Rule 144A.

     "Qualified Trust" means a trust or other special purpose vehicle formed for
the sole purpose of, and which is limited by its charter or other organizational
documents to conduct no business other than, issuing Qualified Trust Preferred
Stock and lending the proceeds from such issuance to the Company.

     "Qualified Trust Indebtedness" means Indebtedness of the Company or a
Restricted Subsidiary to a Qualified Trust (a) in an aggregate principal amount
not exceeding the amount of funds raised by such trust from the issuance of
Qualified Trust Preferred Stock and (b) that by its terms (or by the terms of
any security into which it is convertible, or for which it is exchangeable, in
each case at the option of the Qualified Trust or the holder of any Qualified
Trust Preferred Stock), or upon the happening of any event, does not mature and
is not mandatorily redeemable, pursuant to a sinking fund obligation or
otherwise, or redeemable at the option of the Qualified Trust or any holder of
the Qualified Trust Preferred Stock, in whole or in part, on or prior to the
date that is 91 days after the date on which the Notes mature; provided that
such Qualified Trust Indebtedness may be redeemed pursuant to its terms upon a
change of control of the Company if the terms of such Qualified Trust
Indebtedness (a) define a "change of control" in a manner that is not more
expansive than the definition contained in this Indenture and (b) explicitly
provide that no payment shall be made with respect to such indebtedness upon a
change of control unless and until the Company has complied with Section 4.16
hereof and purchases all Notes properly tendered and not withdrawn pursuant to a
Change of Control Offer to the extent required by this Indenture.

     "Qualified Trust Preferred Stock" means a preferred stock or preferred
interest in a Qualified Trust the net proceeds from the issuance of which are
used to finance Qualified Trust Indebtedness and


                                       18

that, by its terms (or by the terms of any security into which it is
convertible, or for which it is exchangeable, in each case at the option of the
holder of the Qualified Trust Preferred Stock), or upon the happening of any
event, does not mature and is not mandatorily redeemable, pursuant to a sinking
fund obligation or otherwise, or redeemable at the option of the holder of the
Qualified Trust Preferred Stock, in whole or in part, on or prior to the date
that is 91 days after the date on which the Notes mature.

     "Registration Rights Agreement" means the Registration Rights Agreement,
dated as of March 23, 2005, among the Company, the Guarantors and the Initial
Purchasers, as such agreement may be amended, modified or supplemented from time
to time and, with respect to any Additional Notes, one or more registration
rights agreements among the Company, the Guarantors and the other parties
thereto, as such agreement(s) may be amended, modified or supplemented from time
to time, relating to rights given by the Company to the purchasers of Additional
Notes to register such Additional Notes under the Securities Act.

     "Regulation S" means Regulation S promulgated under the Securities Act.

     "Regulation S Global Note" means a Global Note bearing the Private
Placement Legend and deposited with or on behalf of the Depositary and
registered in the name of the Depositary or its nominee, issued in a
denomination equal to the outstanding principal amount of the Notes initially
sold in reliance on Rule 903 of Regulation S.

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

     "Restricted Definitive Note" means a Definitive Note bearing the Private
Placement Legend.

     "Restricted Global Note" means a Global Note bearing the Private Placement
Legend.

     "Restricted Investment" means an Investment other than a Permitted
Investment.

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

     "Rule 144" means Rule 144 promulgated under the Securities Act.

     "Rule 144A" means Rule 144A promulgated under the Securities Act.

     "Rule 903" means Rule 903 promulgated under the Securities Act.

     "Rule 904" means Rule 904 promulgated the Securities Act.

     "S&P" means Standard & Poor's Ratings Group.

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


                                       19

     "Series A Preferred Stock" means the 8% Series A Cumulative Preferred Stock
of the Company described in the Company's Amended and Restated Charter.

     "Series B Preferred Stock" means the Series B Cumulative Convertible
Preferred Stock of the Company described in the Company's Amended and Restated
Charter.

     "SEC" means the Securities and Exchange Commission.

     "Securities Act" means the Securities Act of 1933, as amended.

     "Shelf Registration Statement" means the Shelf Registration Statement as
defined in the Registration Rights Agreement.

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

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

     "Subsidiary" means, with respect to any specified Person:

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

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

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

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

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

     "Unrestricted Definitive Note" means one or more Definitive Notes that do
not bear and are not required to bear the Private Placement Legend.

     "Unrestricted Global Note" means a permanent global Note substantially in
the form of Exhibit A attached hereto that bears the Global Note Legend and that
has the "Schedule of Exchanges of Interests


                                       20

in the Global Note" attached thereto, and that is deposited with or on behalf of
and registered in the name of the Depositary, representing a series of Notes
that do not bear the Private Placement Legend.

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

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

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

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

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

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

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

     "U.S. Person" means a U.S. Person as defined in Rule 902(o) under the
Securities Act.

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

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


                                       21

          (1) the sum of the products obtained by multiplying (a) the amount of
     each then remaining installment, sinking fund, serial maturity or other
     required payments of principal, or liquidation preference, as the case may
     be, including payment at final maturity, in respect of the Indebtedness, by
     (b) the number of years (calculated to the nearest one-twelfth) that will
     elapse between such date and the making of such payment; by

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

Section 1.02 Other Definitions.



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


Section 1.03 Incorporation by Reference of Trust Indenture Act.

     Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture.

     The following TIA terms used in this Indenture have the following meanings:

     "indenture securities" means the Notes;

     "indenture security Holder" means a Holder of a Note;

     "indenture to be qualified" means this Indenture;

     "indenture trustee" or "institutional trustee" means the Trustee; and


                                       22

     "obligor" on the Notes and the Note Guarantees means the Company and the
Guarantors, respectively, and any successor obligor upon the Notes and the Note
Guarantees, respectively.

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

Section 1.04 Rules of Construction.

     Unless the context otherwise requires:

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

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

          (3) "or" is not exclusive;

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

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

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

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

                                   ARTICLE 2.
                                    THE NOTES

Section 2.01 Form and Dating.

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

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

     (b) Global Notes. Notes issued in global form will be substantially in the
form of Exhibit A attached hereto (including the Global Note Legend thereon and
the "Schedule of Exchanges of Interests in the Global Note" attached thereto).
Notes issued in definitive form will be substantially in the form of Exhibit A
attached hereto (but without the Global Note Legend thereon and without the
"Schedule of Exchanges of Interests in the Global Note" attached thereto). Each
Global Note will represent such of the outstanding Notes as will be specified
therein and each shall provide that it represents the aggregate principal amount
of outstanding Notes from time to time endorsed thereon and that the aggregate
principal amount of outstanding Notes represented thereby may from time to time
be reduced or


                                       23

increased, as appropriate, to reflect exchanges and redemptions. Any endorsement
of a Global Note to reflect the amount of any increase or decrease in the
aggregate principal amount of outstanding Notes represented thereby will be made
by the Trustee or the Custodian, at the direction of the Trustee, in accordance
with instructions given by the Holder thereof as required by Section 2.06
hereof.

     (c) Euroclear and Clearstream Procedures Applicable. The provisions of the
"Operating Procedures of the Euroclear System" and "Terms and Conditions
Governing Use of Euroclear" and the "General Terms and Conditions of Clearstream
Banking" and "Customer Handbook" of Clearstream will be applicable to transfers
of beneficial interests in the Regulation S Global Notes that are held by
Participants through Euroclear or Clearsteam.

Section 2.02 Execution and Authentication.

     An Officer must sign the Notes for the Company by manual or facsimile
signature.

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

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

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

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

Section 2.03 Registrar and Paying Agent.

     The Company will maintain an office or agency where Notes may be presented
for registration of transfer or for exchange ("Registrar") and an office or
agency where Notes may be presented for payment ("Paying Agent"). The Registrar
will keep a register of the Notes and of their transfer and exchange. The
Company may appoint one or more co-registrars and one or more additional paying
agents. The term "Registrar" includes any co-registrar and the term "Paying
Agent" includes any additional paying agent. The Company may change any Paying
Agent or Registrar without notice to any Holder. The Company will notify the
Trustee in writing of the name and address of any Agent not a party to this
Indenture. If the Company fails to appoint or maintain another entity as
Registrar or Paying Agent, the Trustee shall act as such. The Company or any of
its Subsidiaries may act as Paying Agent or Registrar.

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

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

Section 2.04 Paying Agent to Hold Money in Trust.

     The Company will require each Paying Agent (other than the Trustee) to
agree in writing that the Paying Agent will hold in trust for the benefit of
Holders or the Trustee all money held by the Paying


                                       24

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

Section 2.05 Holder Lists.

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

Section 2.06 Transfer and Exchange.

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

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

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

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

     (b) Transfer and Exchange of Beneficial Interests in the Global Notes. The
transfer and exchange of beneficial interests in the Global Notes will be
effected through the Depositary, in accordance with the provisions of this
Indenture and the Applicable Procedures. Beneficial interests in the Restricted
Global Notes will be subject to restrictions on transfer comparable to those set
forth herein to the extent required by the Securities Act. Transfers of
beneficial interests in the Global Notes also will


                                       25

require compliance with either subparagraph (1) or (2) below, as applicable, as
well as one or more of the other following subparagraphs, as applicable:

          (1) Transfer of Beneficial Interests in the Same Global Note.
     Beneficial interests in any Restricted Global Note may be transferred to
     Persons who take delivery thereof in the form of a beneficial interest in
     the same Restricted Global Note in accordance with the transfer
     restrictions set forth in the Private Placement Legend; provided, however,
     that prior to the expiration of the Restricted Period, transfers of
     beneficial interests in the Regulation S Global Note may not be made to a
     U.S. Person or for the account or benefit of a U.S. Person (other than an
     Initial Purchaser). Beneficial interests in any Unrestricted Global Note
     may be transferred to Persons who take delivery thereof in the form of a
     beneficial interest in an Unrestricted Global Note. No written orders or
     instructions shall be required to be delivered to the Registrar to effect
     the transfers described in this Section 2.06(b)(1).

          (2) All Other Transfers and Exchanges of Beneficial Interests in
     Global Notes. In connection with all transfers and exchanges of beneficial
     interests that are not subject to Section 2.06(b)(1) above, the transferor
     of such beneficial interest must deliver to the Registrar either:

               (A) both:

                    (i) a written order from a Participant or an Indirect
               Participant given to the Depositary in accordance with the
               Applicable Procedures directing the Depositary to credit or cause
               to be credited a beneficial interest in another Global Note in an
               amount equal to the beneficial interest to be transferred or
               exchanged; and

                    (ii) instructions given in accordance with the Applicable
               Procedures containing information regarding the Participant
               account to be credited with such increase; or

               (B) both:

                    (i) a written order from a Participant or an Indirect
               Participant given to the Depositary in accordance with the
               Applicable Procedures directing the Depositary to cause to be
               issued a Definitive Note in an amount equal to the beneficial
               interest to be transferred or exchanged; and

                    (ii) instructions given by the Depositary to the Registrar
               containing information regarding the Person in whose name such
               Definitive Note shall be registered to effect the transfer or
               exchange referred to in (1) above. Upon consummation of an
               Exchange Offer by the Company in accordance with Section 2.06(f)
               hereof, the requirements of this Section 2.06(b)(2) shall be
               deemed to have been satisfied upon receipt by the Registrar of
               the instructions contained in the Letter of Transmittal delivered
               by the Holder of such beneficial interests in the Restricted
               Global Notes. Upon satisfaction of all of the requirements for
               transfer or exchange of beneficial interests in Global Notes
               contained in this Indenture and the Notes or otherwise applicable
               under the Securities Act, the Trustee shall adjust the principal
               amount of the relevant Global Note(s) pursuant to Section 2.06(h)
               hereof.


                                       26

          (3) Transfer of Beneficial Interests to Another Restricted Global
     Note. A beneficial interest in any Restricted Global Note may be
     transferred to a Person who takes delivery thereof in the form of a
     beneficial interest in another Restricted Global Note if the transfer
     complies with the requirements of Section 2.06(b)(2) above and the
     Registrar receives the following:

               (A) if the transferee will take delivery in the form of a
          beneficial interest in the 144A Global Note, then the transferor must
          deliver a certificate in the form of Exhibit B hereto, including the
          certifications in item (1) thereof;

               (B) if the transferee will take delivery in the form of a
          beneficial interest in the Regulation S Global Note, then the
          transferor must deliver a certificate in the form of Exhibit B hereto,
          including the certifications in item (2) thereof; and

               (C) if the transferee will take delivery in the form of a
          beneficial interest in the IAI Global Note, then the transferor must
          deliver a certificate in the form of Exhibit B hereto, including the
          certifications, certificates and Opinion of Counsel required by item
          (3) thereof, if applicable.

          (4) Transfer and Exchange of Beneficial Interests in a Restricted
     Global Note for Beneficial Interests in an Unrestricted Global Note. A
     beneficial interest in any Restricted Global Note may be exchanged by any
     holder thereof for a beneficial interest in an Unrestricted Global Note or
     transferred to a Person who takes delivery thereof in the form of a
     beneficial interest in an Unrestricted Global Note if the exchange or
     transfer complies with the requirements of Section 2.06(b)(2) above and:

               (A) such exchange or transfer is effected pursuant to the
          Exchange Offer in accordance with the Registration Rights Agreement
          and the holder of the beneficial interest to be transferred, in the
          case of an exchange, or the transferee, in the case of a transfer,
          certifies in the applicable Letter of Transmittal that it is not (i) a
          Broker-Dealer, (ii) a Person participating in the distribution of the
          Exchange Notes or (iii) a Person who is an affiliate (as defined in
          Rule 144) of the Company;

               (B) such transfer is effected pursuant to the Shelf Registration
          Statement in accordance with the Registration Rights Agreement;

               (C) such transfer is effected by a Broker-Dealer pursuant to the
          Exchange Offer Registration Statement in accordance with the
          Registration Rights Agreement; or

               (D) the Registrar receives the following:

                    (i) if the holder of such beneficial interest in a
               Restricted Global Note proposes to exchange such beneficial
               interest for a beneficial interest in an Unrestricted Global
               Note, a certificate from such holder in the form of Exhibit C
               hereto, including the certifications in item (1)(a) thereof; or

                    (ii) if the holder of such beneficial interest in a
               Restricted Global Note proposes to transfer such beneficial
               interest to a Person who shall take delivery thereof in the form
               of a beneficial interest in an Unrestricted Global Note, a
               certificate from such holder in the form of Exhibit B hereto,
               including the certifications in item (4) thereof;


                                       27

               and, in each such case set forth in this subparagraph (D), if the
               Registrar so requests or if the Applicable Procedures so require,
               an Opinion of Counsel in form reasonably acceptable to the
               Registrar to the effect that such exchange or transfer is in
               compliance with the Securities Act and that the restrictions on
               transfer contained herein and in the Private Placement Legend are
               no longer required in order to maintain compliance with the
               Securities Act.

     If any such transfer is effected pursuant to subparagraph (B) or (D) above
at a time when an Unrestricted Global Note has not yet been issued, the Company
shall issue and, upon receipt of an Authentication Order in accordance with
Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted
Global Notes in an aggregate principal amount equal to the aggregate principal
amount of beneficial interests transferred pursuant to subparagraph (B) or (D)
above.

     Beneficial interests in an Unrestricted Global Note cannot be exchanged
for, or transferred to Persons who take delivery thereof in the form of, a
beneficial interest in a Restricted Global Note.

     (c) Transfer or Exchange of Beneficial Interests for Definitive Notes.

          (1) Beneficial Interests in Restricted Global Notes to Restricted
     Definitive Notes. If any holder of a beneficial interest in a Restricted
     Global Note proposes to exchange such beneficial interest for a Restricted
     Definitive Note or to transfer such beneficial interest to a Person who
     takes delivery thereof in the form of a Restricted Definitive Note, then,
     upon receipt by the Registrar of the following documentation:

               (A) if the holder of such beneficial interest in a Restricted
          Global Note proposes to exchange such beneficial interest for a
          Restricted Definitive Note, a certificate from such holder in the form
          of Exhibit C hereto, including the certifications in item (2)(a)
          thereof;

               (B) if such beneficial interest is being transferred to a QIB in
          accordance with Rule 144A, a certificate to the effect set forth in
          Exhibit B hereto, including the certifications in item (1) thereof;

               (C) if such beneficial interest is being transferred to a
          Non-U.S. Person in an offshore transaction in accordance with Rule 903
          or Rule 904, a certificate to the effect set forth in Exhibit B
          hereto, including the certifications in item (2) thereof;

               (D) if such beneficial interest is being transferred pursuant to
          an exemption from the registration requirements of the Securities Act
          in accordance with Rule 144, a certificate to the effect set forth in
          Exhibit B hereto, including the certifications in item (3)(a) thereof;

               (E) if such beneficial interest is being transferred to an
          Institutional Accredited Investor in reliance on an exemption from the
          registration requirements of the Securities Act other than those
          listed in subparagraphs (B) through (D) above, a certificate to the
          effect set forth in Exhibit B hereto, including the certifications,
          certificates and Opinion of Counsel required by item (3) thereof, if
          applicable;

               (F) if such beneficial interest is being transferred to the
          Company or any of its Subsidiaries, a certificate to the effect set
          forth in Exhibit B hereto, including the certifications in item (3)(b)
          thereof; or


                                       28

               (G) if such beneficial interest is being transferred pursuant to
          an effective registration statement under the Securities Act, a
          certificate to the effect set forth in Exhibit B hereto, including the
          certifications in item (3)(c) thereof,

the Trustee shall cause the aggregate principal amount of the applicable Global
Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the
Company shall execute and the Trustee shall authenticate and deliver to the
Person designated in the instructions a Definitive Note in the appropriate
principal amount. Any Definitive Note issued in exchange for a beneficial
interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be
registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest shall instruct the
Registrar through instructions from the Depositary and the Participant or
Indirect Participant. The Trustee shall deliver such Definitive Notes to the
Persons in whose names such Notes are so registered. Any Definitive Note issued
in exchange for a beneficial interest in a Restricted Global Note pursuant to
this Section 2.06(c)(1) shall bear the Private Placement Legend and shall be
subject to all restrictions on transfer contained therein.

          (2) Beneficial Interests in Restricted Global Notes to Unrestricted
     Definitive Notes. A holder of a beneficial interest in a Restricted Global
     Note may exchange such beneficial interest for an Unrestricted Definitive
     Note or may transfer such beneficial interest to a Person who takes
     delivery thereof in the form of an Unrestricted Definitive Note only if:

               (A) such exchange or transfer is effected pursuant to the
          Exchange Offer in accordance with the Registration Rights Agreement
          and the holder of such beneficial interest, in the case of an
          exchange, or the transferee, in the case of a transfer, certifies in
          the applicable Letter of Transmittal that it is not (i) a
          Broker-Dealer, (ii) a Person participating in the distribution of the
          Exchange Notes or (iii) a Person who is an affiliate (as defined in
          Rule 144) of the Company;

               (B) such transfer is effected pursuant to the Shelf Registration
          Statement in accordance with the Registration Rights Agreement;

               (C) such transfer is effected by a Broker-Dealer pursuant to the
          Exchange Offer Registration Statement in accordance with the
          Registration Rights Agreement; or

               (D) the Registrar receives the following:

                    (i) if the holder of such beneficial interest in a
               Restricted Global Note proposes to exchange such beneficial
               interest for a Definitive Note that does not bear the Private
               Placement Legend, a certificate from such holder in the form of
               Exhibit C hereto, including the certifications in item (1)(b)
               thereof; or

                    (ii) if the holder of such beneficial interest in a
               Restricted Global Note proposes to transfer such beneficial
               interest to a Person who shall take delivery thereof in the form
               of a Definitive Note that does not bear the Private Placement
               Legend, a certificate from such holder in the form of Exhibit B
               hereto, including the certifications in item (4) thereof;

          and, in each such case set forth in this subparagraph (D), if the
          Registrar so requests or if the Applicable Procedures so require, an
          Opinion of Counsel in form reasonably acceptable to the Registrar to
          the effect that such exchange or transfer is in compliance with the
          Securities Act and that the restrictions on transfer contained herein
          and in the


                                       29

          Private Placement Legend are no longer required in order to maintain
          compliance with the Securities Act.

          (3) Beneficial Interests in Unrestricted Global Notes to Unrestricted
     Definitive Notes. If any holder of a beneficial interest in an Unrestricted
     Global Note proposes to exchange such beneficial interest for a Definitive
     Note or to transfer such beneficial interest to a Person who takes delivery
     thereof in the form of a Definitive Note, then, upon satisfaction of the
     conditions set forth in Section 2.06(b)(2) hereof, the Trustee will cause
     the aggregate principal amount of the applicable Global Note to be reduced
     accordingly pursuant to Section 2.06(h) hereof, and the Company will
     execute and the Trustee will authenticate and deliver to the Person
     designated in the instructions a Definitive Note in the appropriate
     principal amount. Any Definitive Note issued in exchange for a beneficial
     interest pursuant to this Section 2.06(c)(3) will be registered in such
     name or names and in such authorized denomination or denominations as the
     holder of such beneficial interest requests through instructions to the
     Registrar from or through the Depositary and the Participant or Indirect
     Participant. The Trustee will deliver such Definitive Notes to the Persons
     in whose names such Notes are so registered. Any Definitive Note issued in
     exchange for a beneficial interest pursuant to this Section 2.06(c)(3) will
     not bear the Private Placement Legend.

     (d) Transfer and Exchange of Definitive Notes for Beneficial Interests.

          (1) Restricted Definitive Notes to Beneficial Interests in Restricted
     Global Notes. If any Holder of a Restricted Definitive Note proposes to
     exchange such Note for a beneficial interest in a Restricted Global Note or
     to transfer such Restricted Definitive Notes to a Person who takes delivery
     thereof in the form of a beneficial interest in a Restricted Global Note,
     then, upon receipt by the Registrar of the following documentation:

               (A) if the Holder of such Restricted Definitive Note proposes to
          exchange such Note for a beneficial interest in a Restricted Global
          Note, a certificate from such Holder in the form of Exhibit C hereto,
          including the certifications in item (2)(b) thereof;

               (B) if such Restricted Definitive Note is being transferred to a
          QIB in accordance with Rule 144A, a certificate to the effect set
          forth in Exhibit B hereto, including the certifications in item (1)
          thereof;

               (C) if such Restricted Definitive Note is being transferred to a
          Non-U.S. Person in an offshore transaction in accordance with Rule 903
          or Rule 904, a certificate to the effect set forth in Exhibit B
          hereto, including the certifications in item (2) thereof;

               (D) if such Restricted Definitive Note is being transferred
          pursuant to an exemption from the registration requirements of the
          Securities Act in accordance with Rule 144, a certificate to the
          effect set forth in Exhibit B hereto, including the certifications in
          item (3)(a) thereof;

               (E) if such Restricted Definitive Note is being transferred to an
          Institutional Accredited Investor in reliance on an exemption from the
          registration requirements of the Securities Act other than those
          listed in subparagraphs (B) through (D) above, a certificate to the
          effect set forth in Exhibit B hereto, including the certifications,
          certificates and Opinion of Counsel required by item (3) thereof, if
          applicable;


                                       30

               (F) if such Restricted Definitive Note is being transferred to
          the Company or any of its Subsidiaries, a certificate to the effect
          set forth in Exhibit B hereto, including the certifications in item
          (3)(b) thereof; or

               (G) if such Restricted Definitive Note is being transferred
          pursuant to an effective registration statement under the Securities
          Act, a certificate to the effect set forth in Exhibit B hereto,
          including the certifications in item (3)(c) thereof,

          the Trustee will cancel the Restricted Definitive Note, increase or
          cause to be increased the aggregate principal amount of, in the case
          of clause (A) above, the appropriate Restricted Global Note, in the
          case of clause (B) above, the 144A Global Note, in the case of clause
          (C) above, the Regulation S Global Note, and in all other cases, the
          IAI Global Note.

          (2) Restricted Definitive Notes to Beneficial Interests in
     Unrestricted Global Notes. A Holder of a Restricted Definitive Note may
     exchange such Note for a beneficial interest in an Unrestricted Global Note
     or transfer such Restricted Definitive Note to a Person who takes delivery
     thereof in the form of a beneficial interest in an Unrestricted Global Note
     only if:

               (A) such exchange or transfer is effected pursuant to the
          Exchange Offer in accordance with the Registration Rights Agreement
          and the Holder, in the case of an exchange, or the transferee, in the
          case of a transfer, certifies in the applicable Letter of Transmittal
          that it is not (i) a Broker-Dealer, (ii) a Person participating in the
          distribution of the Exchange Notes or (iii) a Person who is an
          affiliate (as defined in Rule 144) of the Company;

               (B) such transfer is effected pursuant to the Shelf Registration
          Statement in accordance with the Registration Rights Agreement;

               (C) such transfer is effected by a Broker-Dealer pursuant to the
          Exchange Offer Registration Statement in accordance with the
          Registration Rights Agreement; or

               (D) the Registrar receives the following:

                    (i) if the Holder of such Definitive Notes proposes to
               exchange such Notes for a beneficial interest in the Unrestricted
               Global Note, a certificate from such Holder in the form of
               Exhibit C hereto, including the certifications in item (1)(c)
               thereof; or

                    (ii) if the Holder of such Definitive Notes proposes to
               transfer such Notes to a Person who shall take delivery thereof
               in the form of a beneficial interest in the Unrestricted Global
               Note, a certificate from such Holder in the form of Exhibit B
               hereto, including the certifications in item (4) thereof;

          and, in each such case set forth in this subparagraph (D), if the
          Registrar so requests or if the Applicable Procedures so require, an
          Opinion of Counsel in form reasonably acceptable to the Registrar to
          the effect that such exchange or transfer is in compliance with the
          Securities Act and that the restrictions on transfer contained herein
          and in the Private Placement Legend are no longer required in order to
          maintain compliance with the Securities Act.


                                       31

          Upon satisfaction of the conditions of any of the subparagraphs in
     this Section 2.06(d)(2), the Trustee will cancel the Definitive Notes and
     increase or cause to be increased the aggregate principal amount of the
     Unrestricted Global Note.

          (3) Unrestricted Definitive Notes to Beneficial Interests in
     Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may
     exchange such Note for a beneficial interest in an Unrestricted Global Note
     or transfer such Definitive Notes to a Person who takes delivery thereof in
     the form of a beneficial interest in an Unrestricted Global Note at any
     time. Upon receipt of a request for such an exchange or transfer, the
     Trustee will cancel the applicable Unrestricted Definitive Note and
     increase or cause to be increased the aggregate principal amount of one of
     the Unrestricted Global Notes.

          If any such exchange or transfer from a Definitive Note to a
     beneficial interest is effected pursuant to subparagraphs (2)(B), (2)(D) or
     (3) above at a time when an Unrestricted Global Note has not yet been
     issued, the Company will issue and, upon receipt of an Authentication Order
     in accordance with Section 2.02 hereof, the Trustee will authenticate one
     or more Unrestricted Global Notes in an aggregate principal amount equal to
     the principal amount of Definitive Notes so transferred.

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

          (1) Restricted Definitive Notes to Restricted Definitive Notes. Any
     Restricted Definitive Note may be transferred to and registered in the name
     of Persons who take delivery thereof in the form of a Restricted Definitive
     Note if the Registrar receives the following:

               (A) if the transfer will be made pursuant to Rule 144A under the
          Securities Act, then the transferor must deliver a certificate in the
          form of Exhibit B hereto, including the certifications in item (1)
          thereof;

               (B) if the transfer will be made pursuant to Rule 903 or Rule
          904, then the transferor must deliver a certificate in the form of
          Exhibit B hereto, including the certifications in item (2) thereof;
          and

               (C) if the transfer will be made pursuant to any other exemption
          from the registration requirements of the Securities Act, then the
          transferor must deliver a certificate in the form of Exhibit B hereto,
          including the certifications, certificates and Opinion of Counsel
          required by item (3) thereof, if applicable.

          (2) Restricted Definitive Notes to Unrestricted Definitive Notes. Any
     Restricted Definitive Note may be exchanged by the Holder thereof for an
     Unrestricted Definitive Note or transferred to a Person or Persons who take
     delivery thereof in the form of an Unrestricted Definitive Note if:


                                       32

               (A) such exchange or transfer is effected pursuant to the
          Exchange Offer in accordance with the Registration Rights Agreement
          and the Holder, in the case of an exchange, or the transferee, in the
          case of a transfer, certifies in the applicable Letter of Transmittal
          that it is not (i) a broker-dealer, (ii) a Person participating in the
          distribution of the Exchange Notes or (iii) a Person who is an
          affiliate (as defined in Rule 144) of the Company;

               (B) any such transfer is effected pursuant to the Shelf
          Registration Statement in accordance with the Registration Rights
          Agreement;

               (C) any such transfer is effected by a Broker-Dealer pursuant to
          the Exchange Offer Registration Statement in accordance with the
          Registration Rights Agreement; or

               (D) the Registrar receives the following:

                    (i) if the Holder of such Restricted Definitive Notes
               proposes to exchange such Notes for an Unrestricted Definitive
               Note, a certificate from such Holder in the form of Exhibit C
               hereto, including the certifications in item (1)(d) thereof; or

                    (ii) if the Holder of such Restricted Definitive Notes
               proposes to transfer such Notes to a Person who shall take
               delivery thereof in the form of an Unrestricted Definitive Note,
               a certificate from such Holder in the form of Exhibit B hereto,
               including the certifications in item (4) thereof;

          and, in each such case set forth in this subparagraph (D), if the
          Registrar so requests, an Opinion of Counsel in form reasonably
          acceptable to the Company to the effect that such exchange or transfer
          is in compliance with the Securities Act and that the restrictions on
          transfer contained herein and in the Private Placement Legend are no
          longer required in order to maintain compliance with the Securities
          Act.

          (3) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A
     Holder of Unrestricted Definitive Notes may transfer such Notes to a Person
     who takes delivery thereof in the form of an Unrestricted Definitive Note.
     Upon receipt of a request to register such a transfer, the Registrar shall
     register the Unrestricted Definitive Notes pursuant to the instructions
     from the Holder thereof.

     (f) Exchange Offer. Upon the occurrence of the Exchange Offer in accordance
with the Registration Rights Agreement, the Company will issue and, upon receipt
of an Authentication Order in accordance with Section 2.02 hereof, the Trustee
will authenticate:

          (1) one or more Unrestricted Global Notes in an aggregate principal
     amount equal to the principal amount of the beneficial interests in the
     Restricted Global Notes tendered into the Exchange Offer by Persons that
     certify in the applicable Letters of Transmittal that (A) they are not
     Broker-Dealers, (B) they are not participating in a distribution of the
     Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of
     the Company; and

          (2) Unrestricted Definitive Notes in an aggregate principal amount
     equal to the principal amount of the Restricted Definitive Notes accepted
     for exchange in the Exchange Offer.


                                       33

     Concurrently with the issuance of such Notes, the Trustee will cause the
aggregate principal amount of the applicable Restricted Global Notes to be
reduced accordingly, and the Company will execute and the Trustee will
authenticate and deliver to the Persons designated by the Holders of Definitive
Notes so accepted Unrestricted Definitive Notes in the appropriate principal
amount.

     (g) Legends. The following legend will appear on the face of all Global
Notes issued under this Indenture unless specifically stated otherwise in the
applicable provisions of this Indenture:

          (1) Private Placement Legend.

               (A) Except as permitted by subparagraph (B) below, each Global
          Note and each Definitive Note (and all Notes issued in exchange
          therefor or substitution thereof) shall bear the legend in
          substantially the following form:

"THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE
903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE), (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR
(5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND
(B) IN ACCORDANCE WITH ALL APPLICABLE BLUE SKY LAWS OF THE STATES OF THE UNITED
STATES."

               (B) Notwithstanding the foregoing, any Global Note or Definitive
          Note issued pursuant to subparagraphs (b)(4), (c)(2), (c)(3), (d)(2),
          (d)(3), (e)(2), (e)(3) or (f) of this Section 2.06 (and all Notes
          issued in exchange therefor or substitution thereof) will not bear the
          Private Placement Legend.

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

"THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS
GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A
SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.


                                       34

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

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

     (i) General Provisions Relating to Transfers and Exchanges.

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

          (2) No service charge will be made to a Holder of a Global Note or to
     a Holder of a Definitive Note for any registration of transfer or exchange,
     but the Company may require payment of a sum sufficient to cover any
     transfer tax or similar governmental charge payable in connection therewith
     (other than any such transfer taxes or similar governmental charge payable
     upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.11, 4.16
     and 9.05 hereof).

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

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

          (5) The Company will not be required:


                                       35

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

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

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

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

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

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

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

Section 2.07 Replacement Notes.

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

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

Section 2.08 Outstanding Notes.

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


                                       36

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

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

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

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

Section 2.09 Treasury Notes.

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

Section 2.10 Temporary Notes.

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

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

Section 2.11 Cancellation.

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

Section 2.12 Defaulted Interest.

     If the Company defaults in a payment of interest on the Notes, it will pay
the defaulted interest in any lawful manner plus, to the extent lawful, interest
payable on the defaulted interest, to the Persons who are Holders on a
subsequent special record date, in each case at the rate provided in the Notes
and in


                                       37

Section 4.01 hereof. The Company will notify the Trustee in writing of the
amount of defaulted interest proposed to be paid on each Note and the date of
the proposed payment. The Company will fix or cause to be fixed each such
special record date and payment date, provided that no such special record date
may be less than 10 days prior to the related payment date for such defaulted
interest. At least 15 days before the special record date, the Company (or, upon
the written request of the Company, the Trustee in the name and at the expense
of the Company) will mail or cause to be mailed to Holders a notice that states
the special record date, the related payment date and the amount of such
interest to be paid.

                                   ARTICLE 3.
                            REDEMPTION AND PREPAYMENT

Section 3.01 Notices to Trustee.

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

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

          (2) the redemption date;

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

          (4) the redemption price.

Section 3.02 Selection of Notes to Be Redeemed or Purchased.

     If less than all of the Notes are to be redeemed or purchased in an offer
to purchase at any time, the Trustee will select Notes for redemption or
purchase as follows:

          (1) if the Notes are listed on any national securities exchange, in
     compliance with the requirements of the principal national securities
     exchange on which the Notes are listed; or

          (2) if the Notes are not listed on any national securities exchange,
     on a pro rata basis (based on amounts tendered) unless otherwise required
     by law.

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

     The Trustee will promptly notify the Company in writing of the Notes
selected for redemption or purchase and, in the case of any Note selected for
partial redemption or purchase, the principal amount thereof to be redeemed or
purchased. Notes and portions of Notes selected will be in amounts of $2,000 or
whole multiples of $1,000 in excess thereof; except that if all of the Notes of
a Holder are to be redeemed or purchased, the entire outstanding amount of Notes
held by such Holder, even if not a multiple of $1,000, shall be redeemed or
purchased. Except as provided in the preceding sentence, provisions of this
Indenture that apply to Notes called for redemption or purchase also apply to
portions of Notes called for redemption or purchase.


                                       38

Section 3.03 Notice of Redemption.

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

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

          (1) the redemption date;

          (2) the redemption price;

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

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

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

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

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

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

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

Section 3.04 Effect of Notice of Redemption.

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

Section 3.05 Deposit of Redemption or Purchase Price.

     Prior to 10:00 a.m. New York City time on the relevant redemption or
purchase price date, the Company will deposit with the Trustee or with the
Paying Agent money sufficient to pay the redemption or purchase price of and
accrued interest and Liquidated Damages, if any, on all Notes to be redeemed or
purchased on that date. The Trustee or the Paying Agent will promptly return to
the Company any money


                                       39

deposited with the Trustee or the Paying Agent by the Company in excess of the
amounts necessary to pay the redemption or purchase price of and accrued
interest Liquidated Damages, if any, on all Notes to be redeemed or purchased.

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

Section 3.06 Notes Redeemed or Purchased in Part.

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

Section 3.07 Optional Redemption

     (a) At any time on or prior to March 15, 2008, the Company may on any one
or more occasions redeem up to 35% of the aggregate principal amount of
Outstanding Notes issued under this Indenture at a redemption price of 106.250%
of the principal amount thereof, plus accrued and unpaid interest and Liquidated
Damages, if any, to the redemption date, with the net cash proceeds of one or
more Equity Offerings; provided that:

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

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

     (b) Except pursuant to the preceding paragraph, the Notes are not
redeemable at the Company's option prior to March 15, 2009.

     (c) Beginning March 15, 2009 the Company may, at its option, redeem all or
a part of the Notes upon not less than 30 nor more than 60 days' notice, at the
redemption prices (expressed as percentages of principal amount) set forth below
plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes
redeemed, to the applicable redemption date, if redeemed during the twelve-month
period beginning on March 15 of the years indicated below:



Year                                                                  Percentage
- ----                                                                  ----------
                                                                   
2009...............................................................    103.125%
2010...............................................................    101.563%
2011 and thereafter................................................    100.000%



                                       40

Section 3.08 Mandatory Redemption.

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

Section 3.09 Offer to Purchase by Application of Excess Proceeds.

     In the event that, pursuant to Section 4.11 hereof, the Company is required
to commence an offer to all Holders to purchase Notes (an "Asset Sale Offer"),
it shall follow the procedures specified below and in Section 4.11 hereof.

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

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

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

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

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

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

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

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

          (6) that Holders electing to have a Note purchased pursuant to any
     Asset Sale Offer will be required to surrender the Note, with the form
     entitled "Option of Holder to Elect Purchase" on the reverse of the Note
     completed, or transfer by book-entry transfer, to the Company, a
     Depositary, if appointed by the Company, or a Paying Agent at the address
     specified in the notice at least three days before the Purchase Date;


                                       41

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

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

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

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

     Other than as specifically provided in this Sections 3.09 and 4.11 hereof,
any purchase pursuant to this Section 3.09 shall be made pursuant to the
provisions of Sections 3.01 through 3.06 hereof.

                                   ARTICLE 4.
                                    COVENANTS

Section 4.01 Payment of Notes.

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


                                       42

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

Section 4.02 Maintenance of Office or Agency.

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

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

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

Section 4.03 Reports.

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

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

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

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


                                       43

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

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

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

Section 4.04 Compliance Certificate.

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

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

     (c) So long as any of the Notes are outstanding, the Company will deliver
to the Trustee, forthwith upon any Officer becoming aware of any Default or
Event of Default, an Officers' Certificate


                                       44

specifying such Default or Event of Default and what action the Company is
taking or proposes to take with respect thereto.

Section 4.05 Taxes.

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

Section 4.06 Stay, Extension and Usury Laws.

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

Section 4.07 Changes in Covenants when Notes Rated Investment Grade

     If on any date following the date of this Indenture:

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

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

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

          (1) "Section 4.08;"

          (2) "Section 4.09;"

          (3) "Section 4.10;"

          (4) "Section 4.11;"

          (5) "Section 4.12;"

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

          (7) "Section 4.20;" and

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


                                       45

Section 4.08 Restricted Payments

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

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

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

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

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

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

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

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

          (3) such Restricted Payment, together with the aggregate amount of all
     other Restricted Payments made by the Company and its Restricted
     Subsidiaries after May 3, 2002 (excluding Restricted Payments permitted by
     clauses (2), (3), (4), (5), (7), (8) and (9) of the next succeeding
     paragraph), is less than the sum, without duplication, of:

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

               (b) 100% of the aggregate net cash proceeds received by the
          Company (including the fair market value of any Permitted Business or
          assets used or useful in a


                                       46

          Permitted Business to the extent acquired in consideration of Equity
          Interests of the Company (other than Disqualified Stock)) since May 3,
          2002 as a contribution to its common equity capital or from the issue
          or sale of Equity Interests of the Company (other than Disqualified
          Stock) or from the issue or sale of convertible or exchangeable
          Disqualified Stock or convertible or exchangeable debt securities of
          the Company that have been converted into or exchanged for such Equity
          Interests (other than Equity Interests (or Disqualified Stock or debt
          securities) sold to a Subsidiary of the Company), plus

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

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

               (e) $25.0 million.

     So long as no Default has occurred and is continuing or would be caused
thereby, the preceding provisions shall not prohibit:

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

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

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

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

          (5) (a) the purchase, redemption or other acquisition, cancellation or
     retirement for value of Capital Stock, or options, warrants, equity
     appreciation rights or other rights to purchase or acquire Capital Stock of
     the Company or any Restricted Subsidiary of the Company or any parent of
     the Company held by any existing or former employees of the Company or any
     Subsidiary of the Company or their assigns, estates or heirs, in each case
     in connection with the repurchase provisions under employee stock option or
     stock purchase agreements or other


                                       47

     agreements to compensate management employees; provided that such
     redemptions or repurchases pursuant to this clause will not exceed $2.5
     million in the aggregate during any calendar year and $10.0 million in the
     aggregate for all such redemptions and repurchases; provided further, that
     the Company may carry-forward and make in a subsequent calendar year, in
     addition to the amounts permitted for such calendar year, the amount of
     such redemptions or repurchases permitted to have been made but not made in
     any preceding calendar year; provided further that such amount in any
     calendar year may be increased by an amount not to exceed (i) the cash
     proceeds from the sale of Capital Stock of the Company to existing or
     former employees of the Company or any Subsidiary of the Company after the
     date the Notes are originally issued (to the extent the cash proceeds from
     the sale of such Capital Stock have not otherwise been applied to the
     payment of Restricted Payments by virtue of clause (3)(b) of the preceding
     paragraph) plus (ii) the cash proceeds of key man life insurance policies
     received by the Company and its Subsidiaries after the date the Notes are
     originally issued less (iii) the amount of any Restricted Payments
     previously made pursuant to clause (i) and (ii) of this clause (5)(a); and
     (b) loans or advances to employees or directors of the Company or any
     Subsidiary of the Company the proceeds of which are used to purchase
     Capital Stock of the Company, in an aggregate amount not in excess of $10.0
     million at any one time outstanding;

          (6) prior to the date of this Indenture, the declaration and payment
     by the Company of a dividend consisting of Qualified Trust Preferred Stock
     with a fair market value that is not greater than is necessary in order to
     preserve the Company's eligibility to elect Real Estate Investment Trust
     status with respect to its 1999 taxable year;

          (7) prior to the date of this Indenture, the repurchase, redemption or
     other acquisition or retirement for value of up to $130.0 million in
     liquidation preference of the Series B Preferred Stock if the Company
     would, at the time of such Restricted Payment and after giving pro forma
     effect thereto as if such Restricted Payment had been made at the beginning
     of the applicable four-quarter period, have been permitted to incur at
     least $1.00 of additional Indebtedness pursuant to the Fixed Charge
     Coverage Ratio test set forth in the first paragraph of Section 4.10
     hereof;

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

          (9) prior to the date of this Indenture, the declaration and payment
     of dividends on the Company's Series A Preferred Stock and Series B
     Preferred Stock in accordance with terms of the Series A Preferred Stock
     and Series B Preferred Stock as in effect on May 7, 2003;

          (10) prior to the date of this Indenture, the payment of the
     liquidation preference of and all accrued and unpaid interest on 100% of
     issued and outstanding shares of the Company's Series A Preferred Stock in
     accordance with the terms of the Series A Preferred Stock as in effect on
     the Issue Date and the notice of redemption to be given by the Company on
     May 7, 2003;

          (11) prior to the date of this Indenture, the redemption pursuant to
     their terms of all PMI Notes that remain outstanding on the applicable
     redemption date after the Company sends notice of such redemption to the
     holders of such notes, provided that (i) the Company converts all PMI Notes
     pursuant to their terms upon the proper request of a holder of such notes
     and (ii) the fair market value of the common stock received upon such
     conversion (measured as of the date the notice of redemption is given) is
     not less than one and one half times the proceeds such holder would receive
     pursuant to such redemption;


                                       48

          (12) prior to the date of this Indenture, the repurchase, redemption
     or other acquisition or retirement for value of the shares of Series A
     Preferred Stock issued and outstanding on May 7, 2003 with the net proceeds
     from the issuance by a Qualified Trust of Qualified Trust Preferred Stock;
     and

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

     The amount of all Restricted Payments (other than cash) shall be the fair
market value on the date of the Restricted Payment of the asset(s) or securities
proposed to be transferred or issued by the Company or such Subsidiary, as the
case may be, pursuant to the Restricted Payment. The fair market value of any
assets or securities that are required to be valued by this Section 4.08 shall
be determined by the Board of Directors whose resolution with respect thereto
shall be delivered to the Trustee. The Board of Directors' determination must be
based upon an opinion or appraisal issued by an accounting, appraisal or
investment banking firm of national standing if the fair market value exceeds
$15.0 million. Except with respect to any Restricted Payment permitted pursuant
to clauses (1)-(13) of the immediately preceding paragraph, not later than 10
days following the end of the fiscal quarter in which such Restricted Payment
was made, the Company shall deliver to the Trustee an Officers' Certificate
stating that such Restricted Payment is permitted and setting forth the basis
upon which the calculations required by this Section 4.08 were computed,
together with a copy of any fairness opinion or appraisal required by this
Indenture.

Section 4.09 Dividend and Other Payment Restrictions Affecting Subsidiaries

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

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

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

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

     However, the preceding restrictions shall not apply to encumbrances or
restrictions existing under or by reason of:

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

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


                                       49

          (3) applicable law;

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

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

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

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

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

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

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

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

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

Section 4.10 Incurrence of Indebtedness and Issuance of Preferred Stock

     The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee
or otherwise become directly or indirectly liable, contingently or otherwise,
with respect to (collectively, "incur") any Indebtedness (including Acquired
Debt), and the Company shall not issue any Disqualified Stock and shall not
permit any of its Restricted


                                       50

Subsidiaries to issue any shares of preferred stock; provided, however, that the
Company or its Restricted Subsidiaries may incur Indebtedness (including
Acquired Debt) or issue Disqualified Stock, and the Guarantors may incur
Indebtedness or issue preferred stock, if the Fixed Charge Coverage Ratio for
the Company's most recently ended four full fiscal quarters for which internal
financial statements are available immediately preceding the date on which such
additional Indebtedness is incurred or such Disqualified Stock or preferred
stock is issued would have been at least 2.0 to 1, determined on a pro forma
basis (including a pro forma application of the net proceeds therefrom), as if
the additional Indebtedness had been incurred or the preferred stock or
Disqualified Stock had been issued, as the case may be, at the beginning of such
four-quarter period.

     The first paragraph of this Section 4.10 shall not prohibit the incurrence
of any of the following items of Indebtedness or the issuance of Disqualified
Stock, as set forth below (collectively, "Permitted Debt"):

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

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

          (3) the incurrence by the Company and the Guarantors of the
     Indebtedness represented by the Notes and the related Note Guarantees to be
     issued on the date of this Indenture and the Exchange Notes and the related
     Note Guarantees to be issued pursuant to the Registration Rights Agreement;

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

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

          (6) the incurrence by the Company or any of its Restricted
     Subsidiaries of intercompany Indebtedness between or among the Company and
     any of its Restricted Subsidiaries or the refinancing or replacement of
     existing intercompany Indebtedness between or among the Company and any of
     its Restricted Subsidiaries; provided, however, that: (a) if the Company or
     any Guarantor is the obligor on such Indebtedness, such Indebtedness must
     be expressly subordinated to the prior payment in full in cash of all
     Obligations with respect to the Notes, in the case of the Company, or the
     Note Guarantee, in the case of a Guarantor; and (b) (i) any subsequent
     issuance or transfer of Equity Interests that results in any such
     Indebtedness being held by a Person other than the Company or a Restricted
     Subsidiary of the Company and (ii) any sale or other transfer of any such
     Indebtedness to a Person that is not either the Company or a


                                       51

     Restricted Subsidiary of the Company, shall be deemed, in each case, to
     constitute an incurrence of such Indebtedness by the Company or such
     Restricted Subsidiary, as the case may be, that was not permitted by this
     clause (6);

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

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

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

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

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

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

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

     The Company shall not incur any Indebtedness (including Permitted Debt)
that is contractually subordinated in right of payment to any other Indebtedness
of the Company unless such Indebtedness is


                                       52

also contractually subordinated in right of payment to the Notes on
substantially identical terms; provided, however, that no Indebtedness of the
Company shall be deemed to be contractually subordinated in right of payment to
any other Indebtedness of the Company solely by virtue of being unsecured.

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

Section 4.11 Asset Sales

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

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

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

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

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

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

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


                                       53

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

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

     Notwithstanding the foregoing, the Company and its Restricted Subsidiaries
may engage in Asset Swaps; provided that, (1) immediately after giving effect to
such Asset Swap, the Company would be permitted to incur at least $1.00 of
additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set
forth in the first paragraph of Section 4.10 hereof and (2) the Board of
Directors of the Company determines that the fair market value of the assets
received by the Company in the Asset Swap is not less than the fair market value
of the assets disposed of by the Company in such Asset Swap and such
determination is evidenced by a resolution of the Board of Directors set forth
in an Officers' Certificate delivered to the Trustee.

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

          (1) to repay Indebtedness under a Credit Facility;

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

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

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

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

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


                                       54

purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the
amount of Excess Proceeds shall be reset at zero.

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

Section 4.12 Transactions with Affiliates

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

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

          (2) the Company delivers to the Trustee:

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

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

     The following items shall not be deemed to be Affiliate Transactions and,
therefore, shall not be subject to the provisions of the prior paragraph:

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

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

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

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


                                       55

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

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

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

Section 4.13 Liens

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

Section 4.14 Business Activities

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

Section 4.15 Corporate Existence.

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

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

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

Section 4.16 Offer to Repurchase Upon a Change of Control

     (a) Upon the occurrence of a Change of Control, the Company shall make an
offer (a "Change of Control Offer") to each Holder to repurchase all or any part
(equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each
Holder's Notes at a purchase price equal to 101% of the aggregate principal
amount thereof plus accrued and unpaid interest and Liquidated Damages, if any,
on the Notes repurchased, to the date of purchase (the "Change of Control
Payment"). Within ten business


                                       56

days following any Change of Control, the Company shall mail a notice to each
Holder describing the transaction or transactions that constitute the Change of
Control and stating:

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

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

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

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

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

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

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

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

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

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

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


                                       57

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

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

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

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

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

Section 4.17 Limitation on Sale and Leaseback Transactions

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

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

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

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

Section 4.18 Payments for Consent

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


                                       58

Section 4.19 Additional Note Guarantees

     If any Subsidiary of the Company that is not a Guarantor enters into a
Guarantee of a Credit Facility or any part of the Indebtedness created under
Credit Facilities permitted to be incurred pursuant to clause (1) of the second
paragraph of Section 4.10 hereof, then that Subsidiary shall become a Guarantor
and shall execute a supplemental indenture and deliver an Opinion of Counsel
satisfactory to the Trustee within 10 business days of the date on which it was
acquired or created. The form of such Note Guarantee is attached as Exhibit B
hereto.

Section 4.20 Designation of Restricted and Unrestricted Subsidiaries

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

                                   ARTICLE 5.
                                   SUCCESSORS

Section 5.01 Merger, Consolidation, or Sale of Assets.

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

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

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

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

          (4) the Company, the Restricted Subsidiary, or the other Person formed
     by or surviving any such consolidation or merger (if other than the Company
     or a Restricted


                                       59

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

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

Section 5.02 Successor Corporation Substituted.

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

                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

Section 6.01 Events of Default.

     Each of the following is an "Event of Default":

          (1) the Company defaults for 30 days in the payment when due of
     interest on, or Liquidated Damages with respect to, the Notes;

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

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

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


                                       60

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

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

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

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

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

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

               (A) commences a voluntary case,

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

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

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

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

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

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

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


                                       61

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

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

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

Section 6.02 Acceleration.

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

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

Section 6.03 Other Remedies.

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

     The Trustee may maintain a proceeding even if it does not possess any of
the Notes or does not produce any of them in the proceeding. A delay or omission
by the Trustee or any Holder of a Note in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

Section 6.04 Waiver of Past Defaults.

     Holders of not less than a majority in aggregate principal amount of the
then outstanding Notes by notice to the Trustee may on behalf of the Holders of
all of the Notes waive an existing Default or Event of Default and its
consequences hereunder, except a continuing Default or Event of Default in the
payment of the principal of, premium and Liquidated Damages, if any, or interest
on, the Notes (including in connection with an offer to purchase); provided,
however, that the Holders of a majority in aggregate principal amount of the
then outstanding Notes may rescind an acceleration and its consequences,


                                       62

including any related payment default that resulted from such acceleration. Upon
any such waiver, such Default shall cease to exist, and any Event of Default
arising therefrom shall be deemed to have been cured for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Default or
impair any right consequent thereon.

Section 6.05 Control by Majority.

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

Section 6.06 Limitation on Suits.

     A Holder of a Note may pursue a remedy with respect to this Indenture or
the Notes only if:

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

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

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

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

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

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

Section 6.07 Rights of Holders of Notes to Receive Payment.

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

Section 6.08 Collection Suit by Trustee.

     If an Event of Default specified in Section 6.01(1) or (2) occurs and is
continuing, the Trustee is authorized to recover judgment in its own name and as
trustee of an express trust against the Company for the whole amount of
principal of, premium and Liquidated Damages, if any, and interest remaining
unpaid on the Notes and interest on overdue principal and, to the extent lawful,
interest and such further


                                       63

amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel.

Section 6.09 Trustee May File Proofs of Claim.

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

Section 6.10 Priorities.

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

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

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

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

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

Section 6.11 Undertaking for Costs.

     In any suit for the enforcement of any right or remedy under this Indenture
or in any suit against the Trustee for any action taken or omitted by it as a
Trustee, a court in its discretion may require the filing by any party litigant
in the suit of an undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in


                                       64

the suit, having due regard to the merits and good faith of the claims or
defenses made by the party litigant. This Section 6.11 does not apply to a suit
by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or
a suit by Holders of more than 10% in principal amount of the then outstanding
Notes.

                                   ARTICLE 7.
                                     TRUSTEE

Section 7.01 Duties of Trustee.

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

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

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

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

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

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

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

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

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

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


                                       65

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

Section 7.02 Rights of Trustee.

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

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

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

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

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

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

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

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

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

Section 7.03 Individual Rights of Trustee.

     The Trustee in its individual or any other capacity may become the owner or
pledgee of Notes and may otherwise deal with the Company or any Affiliate of the
Company with the same rights it would have if it were not Trustee. However, in
the event that the Trustee acquires any conflicting interest, as described in
the TIA, it must eliminate such conflict within 90 days, apply to the SEC for
permission to


                                       66

continue as Trustee or resign. Any Agent may do the same with like rights and
duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

Section 7.04 Trustee's Disclaimer.

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

Section 7.05 Notice of Defaults.

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

Section 7.06 Reports by Trustee to Holders of the Notes.

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

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

Section 7.07 Compensation and Indemnity.

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

     (b) The Company and the Guarantors shall indemnify the Trustee against any
and all losses, liabilities or expenses incurred by it arising out of or in
connection with the acceptance or administration of its duties under this
Indenture, including the costs and expenses of enforcing this Indenture against
the Company and the Guarantors (including this Section 7.07) and defending
itself against any claim (whether asserted by the Company, the Guarantors or any
Holder or any other Person) or liability in


                                       67

connection with the exercise or performance of any of its powers or duties
hereunder, except to the extent any such loss, liability or expense may be
attributable to its negligence or bad faith or willful misconduct. The Trustee
will notify the Company promptly of any claim for which it may seek indemnity.
Failure by the Trustee to so notify the Company will not relieve the Company or
any of the Guarantors of their obligations hereunder. The Company or such
Guarantor will defend the claim and the Trustee will cooperate in the defense.
The Trustee may have separate counsel and the Company will pay the reasonable
fees and expenses of such counsel. Neither the Company nor any Guarantor need
pay for any settlement made without its consent, which consent will not be
unreasonably withheld.

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

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

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

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

Section 7.08 Replacement of Trustee.

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

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

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

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

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

          (4) the Trustee becomes incapable of acting.

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

     (d) If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company, or
the Holders of at least 10% in principal


                                       68

amount of the then outstanding Notes may petition any court of competent
jurisdiction for the appointment of a successor Trustee.

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

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

Section 7.09 Successor Trustee by Merger, etc.

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

Section 7.10 Eligibility; Disqualification.

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

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

Section 7.11 Preferential Collection of Claims Against Company.

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

                                   ARTICLE 8.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.

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


                                       69

Section 8.02 Legal Defeasance and Discharge.

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

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

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

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

          (4) this Article 8.

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

Section 8.03 Covenant Defeasance.

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


                                       70

forth in Section 8.04 hereof, Sections 6.01(3) through 6.01(6) and Section
6.01(9) hereof will not constitute Events of Default.

Section 8.04 Conditions to Legal or Covenant Defeasance.

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

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

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

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

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

          in either case to the effect that, and based thereon such Opinion of
          Counsel shall confirm that, the Holders of the outstanding Notes will
          not recognize income, gain or loss for federal income tax purposes as
          a result of such Legal Defeasance and will be subject to federal
          income tax on the same amounts, in the same manner and at the same
          times as would have been the case if such Legal Defeasance had not
          occurred;

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

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

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

          (6) the Company must deliver to the Trustee an Officers' Certificate
     stating that the deposit was not made by the Company with the intent of
     preferring the Holders of Notes over the


                                       71

     other creditors of the Company or with the intent of defeating, hindering,
     delaying or defrauding any other creditors of the Company or others; and

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

Section 8.05 Deposited Money and Government Securities to be Held in Trust;
Other Miscellaneous Provisions.

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

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

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

Section 8.06 Repayment to Company.

     Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of, premium or Liquidated
Damages, if any, or interest on any Note and remaining unclaimed for two years
after such principal, premium or Liquidated Damages, if any, or interest has
become due and payable shall be paid to the Company on its request or (if then
held by the Company) will be discharged from such trust; and the Holder of such
Note will thereafter be permitted to look only to the Company for payment
thereof, and all liability of the Trustee or such Paying Agent with respect to
such trust money, and all liability of the Company as trustee thereof, will
thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the
Company cause to be published once, in The New York Times and The Wall Street
Journal (national edition), notice that such money remains unclaimed and that,
after a date specified therein, which will not be less than 30 days from the
date of such notification or publication, any unclaimed balance of such money
then remaining will be repaid to the Company.

Section 8.07 Reinstatement.

     If the Trustee or Paying Agent is unable to apply any United States dollars
or non-callable Government Securities in accordance with Section 8.02 or 8.03
hereof, as the case may be, by reason of


                                       72

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

                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01 Without Consent of Holders of Notes.

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

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

          (2) to provide for uncertificated Notes in addition to or in place of
     certificated Notes or to alter the provisions of Article 2 hereof
     (including the related definitions) in a manner that does not materially
     adversely affect any Holder;

          (3) to provide for the assumption of the Company's obligations to the
     Holders of the Notes by a successor to the Company pursuant to Article 5 or
     Article 10 hereof;

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

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

          (6) to conform the text of this Indenture, the Note Guarantees or the
     Notes to any provision contained in the "Description of Notes" contained in
     the Offering Memorandum to the extent that such provision in the
     "Description of Notes" was intended to be a verbatim recitation of a
     provision of this Indenture, the Note Guarantees or the Notes;

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

          (8) to allow any Guarantor to execute a supplemental indenture and/or
     a Note Guarantee with respect to the Notes.

     Upon the request of the Company accompanied by a resolution of its Board of
Directors authorizing the execution of any such amended or supplemental
Indenture, and upon receipt by the Trustee of the documents described in Section
7.02 hereof, the Trustee will join with the Company and the Guarantors in the
execution of any amended or supplemental Indenture authorized or permitted by
the terms of this Indenture and to make any further appropriate agreements and
stipulations that may be


                                       73

therein contained, but the Trustee will not be obligated to enter into such
amended or supplemental Indenture that affects its own rights, duties or
immunities under this Indenture or otherwise.

Section 9.02 With Consent of Holders of Notes.

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

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

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

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

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

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

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


                                       74

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

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

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

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

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

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

Section 9.03 Compliance with Trust Indenture Act.

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

Section 9.04 Revocation and Effect of Consents.

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

Section 9.05 Notation on or Exchange of Notes.

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

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

Section 9.06 Trustee to Sign Amendments, etc.

     The Trustee will sign any amended or supplemental Indenture authorized
pursuant to this Article 9 if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The Company
may not sign an amendment or supplemental Indenture until the Board of Directors
approves it. In executing any amended or supplemental indenture, the Trustee
will be entitled to receive and (subject to Section 7.01 hereof) will be fully
protected in relying upon, in addition to the


                                       75

documents required by Section 12.04 hereof, an Officers' Certificate and an
Opinion of Counsel stating that the execution of such amended or supplemental
Indenture is authorized or permitted by this Indenture.

                                   ARTICLE 10.
                                 NOTE GUARANTEES

Section 10.01 Guarantee.

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

          (1) the principal of, premium and Liquidated Damages, if any, and
     interest on the Notes will be promptly paid in full when due, whether at
     maturity, by acceleration, redemption or otherwise, and interest on the
     overdue principal of and interest on the Notes, if any, if lawful, and all
     other obligations of the Company to the Holders or the Trustee hereunder or
     thereunder will be promptly paid in full or performed, all in accordance
     with the terms hereof and thereof; and

          (2) in case of any extension of time of payment or renewal of any
     Notes or any of such other obligations, that same will be promptly paid in
     full when due or performed in accordance with the terms of the extension or
     renewal, whether at stated maturity, by acceleration or otherwise.

     Failing payment when due of any amount so guaranteed or any performance so
guaranteed for whatever reason, the Guarantors will be jointly and severally
obligated to pay the same immediately. Each Guarantor agrees that this is a
guarantee of payment and not a guarantee of collection.

     (b) The Guarantors hereby agree that their obligations hereunder are
unconditional, irrespective of the validity, regularity or enforceability of the
Notes or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any provisions
hereof or thereof, the recovery of any judgment against the Company, any action
to enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a guarantor. Each Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands whatsoever
and covenant that this Note Guarantee will not be discharged except by complete
performance of the obligations contained in the Notes and this Indenture.

     (c) If any Holder or the Trustee is required by any court or otherwise to
return to the Company, the Guarantors or any custodian, trustee, liquidator or
other similar official acting in relation to either the Company or the
Guarantors, any amount paid by either to the Trustee or such Holder, this Note
Guarantee, to the extent theretofore discharged, will be reinstated in full
force and effect.

     (d) Each Guarantor agrees that it will not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby. Each
Guarantor further agrees that, as between the Guarantors, on the one hand, and
the Holders and the Trustee, on the other hand, (1) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6 hereof
for the purposes of this Note Guarantee, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the obligations


                                       76

guaranteed hereby, and (2) in the event of any declaration of acceleration of
such obligations as provided in Article 6 hereof, such obligations (whether or
not due and payable) will forthwith become due and payable by the Guarantors for
the purpose of this Note Guarantee. The Guarantors will have the right to seek
contribution from any non-paying Guarantor so long as the exercise of such right
does not impair the rights of the Holders under the Note Guarantee.

Section 10.02 Limitation on Guarantor Liability.

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

Section 10.03 Execution and Delivery of Note Guarantee.

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

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

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

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

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

Section 10.04 Guarantors May Consolidate, etc., on Certain Terms.

     Except as otherwise provided in Section 10.05, no Guarantor may sell or
otherwise dispose of all or substantially all of its assets to, or consolidate
with or merge with or into (whether or not such Guarantor is the surviving
Person) another Person, other than the Company or another Guarantor, unless:


                                       77

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

          (2) either:

               (a) subject to Section 10.05 hereof, the Person acquiring the
     property in any such sale or disposition or the Person formed by or
     surviving any such consolidation or merger unconditionally assumes all the
     obligations of that Guarantor, pursuant to a supplemental indenture in form
     and substance reasonably satisfactory to the Trustee, under the Notes, this
     Indenture and the Note Guarantee on the terms set forth herein or therein;
     and

               (b) the Net Proceeds of such sale or other disposition are
     applied in accordance with the applicable provisions of this Indenture,
     including without limitation, Section 4.11 hereof.

     In case of any such consolidation, merger, sale or conveyance and upon the
assumption by the successor Person, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the Note
Guarantee endorsed upon the Notes and the due and punctual performance of all of
the covenants and conditions of this Indenture to be performed by the Guarantor,
such successor Person will succeed to and be substituted for the Guarantor with
the same effect as if it had been named herein as a Guarantor. Such successor
Person thereupon may cause to be signed any or all of the Note Guarantees to be
endorsed upon all of the Notes issuable hereunder which theretofore shall not
have been signed by the Company and delivered to the Trustee. All the Note
Guarantees so issued will in all respects have the same legal rank and benefit
under this Indenture as the Note Guarantees theretofore and thereafter issued in
accordance with the terms of this Indenture as though all of such Note
Guarantees had been issued at the date of the execution hereof.

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

Section 10.05 Releases Following Sale of Assets.

     Any Guarantor will be released from and relieved of any obligations under
its Note Guarantee, (i) in the event of any sale or other disposition of all or
substantially all of the assets of that Guarantor, by way of merger,
consolidation or otherwise, or a sale or other disposition of all to the Capital
Stock of that Guarantor, in each case to a Person that is not (either before or
after giving effect to such transactions) a Restricted Subsidiary of the
Company, (ii) if the Company properly designates that Guarantor as an
Unrestricted Subsidiary in accordance with this Indenture or (iii) if that
Guarantor is released from its guarantee under all Credit Facilities, then such
Guarantor (in the event of a sale or other disposition, by way of merger,
consolidation or otherwise, of all of the capital stock of such Guarantor) or
the corporation acquiring the property (in the event of a sale or other
disposition of all or substantially all of the assets of such Guarantor) will be
released and relieved of any obligations under its Note Guarantee; provided that
the Net Proceeds of such sale or other disposition are applied in accordance
with the applicable provisions of this Indenture, including without limitation
Section 4.11 hereof. Upon delivery by the Company to the Trustee of an Officers'
Certificate and an Opinion of Counsel to the effect that such sale or other
disposition was made by the Company in accordance with the provisions of this
Indenture, including without limitation Section 4.11 hereof, the Trustee will
execute any documents reasonably required in order to evidence the release of
any Guarantor from its obligations under its Note Guarantee.


                                       78

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

                                   ARTICLE 11.
                           SATISFACTION AND DISCHARGE

Section 11.01 Satisfaction and Discharge.

     This Indenture will be discharged and will cease to be of further effect as
to all Notes issued hereunder, when:

          (1) either:

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

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

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

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

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

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

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


                                       79

Section 11.02 Application of Trust Money.

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

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

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

                                   ARTICLE 12.
                                  MISCELLANEOUS

Section 12.01 Trust Indenture Act Controls.

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

Section 12.02 Notices.

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

     If to the Company and/or any Guarantor:

     Corrections Corporation of America
     10 Burton Hills Boulevard
     Nashville, Tennessee 37215
     Telecopier No.: (615) 263-3170
     Attention: Irving E. Lingo, Jr.


                                       80

     With a copy to:

     Bass, Berry & Sims PLC
     AmSouth Center
     315 Deaderick Street, Suite 2700
     Nashville, Tennessee 37238-3001
     Telecopier No.: (615) 742-2709
     Attention: Howard Lamar

     If to the Trustee:

     U.S. Bank National Association
     One Federal Street, 3rd Floor
     Boston, Massachusetts 02110
     Telecopier No.: (617) 603-6683
     Attention: George Davison, Jr.

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

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

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

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

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

Section 12.03 Communication by Holders of Notes with Other Holders of Notes.

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

Section 12.04 Certificate and Opinion as to Conditions Precedent.

     Upon any request or application by the Company to the Trustee to take any
action under this Indenture, the Company shall furnish to the Trustee:

          (1) an Officers' Certificate in form and substance reasonably
     satisfactory to the Trustee (which must include the statements set forth in
     Section 12.05 hereof) stating that, in the


                                       81

     opinion of the signers, all conditions precedent and covenants, if any,
     provided for in this Indenture relating to the proposed action have been
     satisfied; and

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

Section 12.05 Statements Required in Certificate or Opinion.

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

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

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

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

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

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

Section 12.06 Rules by Trustee and Agents.

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

Section 12.07 No Personal Liability of Directors, Officers, Employees and
Stockholders.

     No past, present or future director, officer, employee, incorporator or
stockholder of the Company or any Guarantor, as such, will have any liability
for any obligations of the Company or the Guarantors under the Notes, this
Indenture, the Note Guarantees, or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder of Notes by accepting
a Note waives and releases all such liability. The waiver and release are part
of the consideration for issuance of the Notes. The waiver may not be effective
to waive liabilities under the federal securities laws.

Section 12.08 Governing Law.

     THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT
TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION
OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


                                       82

Section 12.09 No Adverse Interpretation of Other Agreements.

     This Indenture may not be used to interpret any other indenture, loan or
debt agreement of the Company or its Subsidiaries or of any other Person. Any
such indenture, loan or debt agreement may not be used to interpret this
Indenture.

Section 12.10 Successors.

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

Section 12.11 Severability.

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

Section 12.12 Counterpart Originals.

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

Section 12.13 Table of Contents, Headings, etc.

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

                         [Signatures on following page]


                                       83

                                   SIGNATURES

Dated as of March 23, 2005

                                        CORRECTIONS CORPORATION OF AMERICA


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


                                        GUARANTORS:

                                        CCA OF TENNESSEE, LLC
                                        PRISON REALTY MANAGEMENT, INC.
                                        TECHNICAL AND BUSINESS INSTITUTE OF
                                        AMERICA, INC.
                                        CCA INTERNATIONAL, INC.
                                        CCA PROPERTIES OF AMERICA, LLC
                                        CCA PROPERTIES OF ARIZONA, LLC
                                        CCA PROPERTIES OF TENNESSEE, LLC
                                        CCA WESTERN PROPERTIES, INC.


                                        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

                                        each as a Guarantor


                                        TRUSTEE:
                                        U.S. BANK NATIONAL ASSOCIATION


                                        By /s/ George Davison
                                           -------------------------------------
                                        Name: George Davison
                                        Title: Officer

                            Indenture Signature Page

                                                                       EXHIBIT A

                                  Face of Note

                                                                           CUSIP

                          6 1/4% Senior Notes due 2013

No. 1                                                                        $

                       CORRECTIONS CORPORATION OF AMERICA

promises to pay to CEDE & CO., or registered assigns, the principal sum of
____________________ on March 15, 2013.

Interest Payment Dates: March 15 and September 15

Record Dates: March 1 and September 1

Dated: March 23, 2005

                                        CORRECTIONS CORPORATION OF AMERICA


                                        By:
                                            ------------------------------------
                                        Name:
                                        Title:

This is one of the Notes referred to in the within-mentioned Indenture:


U.S. Bank NATIONAL ASSOCIATION,
as Trustee


By:
    ---------------------------------
           Authorized Signatory


                                       A-1

                                  Back of Note

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

                          6 1/4% Senior Notes due 2013

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

          (1) INTEREST. Corrections Corporation of America, a Maryland
corporation (the "Company"), promises to pay interest on the principal amount of
this Note at 6 1/4% per annum from March 23, 2005 until maturity and shall pay
the Liquidated Damages, if any, payable pursuant to Section 5 of the
Registration Rights Agreement referred to below. The Company will pay interest
and Liquidated Damages, if any, semi-annually in arrears on March 15 and
September 15 of each year, or if any such day is not a Business Day, on the next
succeeding Business Day (each, an "Interest Payment Date"). Interest on the
Notes will accrue from the most recent date to which interest has been paid or,
if no interest has been paid, from the date of issuance; provided that if there
is no existing Default in the payment of interest, and if this Note is
authenticated between a record date referred to on the face hereof and the next
succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided, further, that the first Interest
Payment Date shall be September 15, 2005. The Company will pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue principal and premium, if any, from time to time on demand at a rate
that is 1% per annum in excess of the rate then in effect; it will pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue installments of interest and Liquidated Damages, if any,, (without
regard to any applicable grace periods) from time to time on demand at the same
rate to the extent lawful. Interest will be computed on the basis of a 360-day
year of twelve 30-day months.

          (2) METHOD OF PAYMENT. The Company will pay interest on the Notes
(except defaulted interest) and Liquidated Damages, if any, to the Persons who
are registered Holders of Notes at the close of business on the 1st of March or
the 1st of September next preceding the Interest Payment Date, even if such
Notes are canceled after such record date and on or before such Interest Payment
Date, except as provided in Section 2.12 of the Indenture with respect to
defaulted interest. The Notes will be payable as to principal, premium and
Liquidated Damages, if any, and interest at the office or agency of the Company
maintained for such purpose within or without the City and State of New York,
or, at the option of the Company, payment of interest Liquidated Damages, if
any, may be made by check mailed to the Holders at their addresses set forth in
the register of Holders; provided that payment by wire transfer of immediately
available funds will be required with respect to principal of and interest,
premium andd Liquidated Damages, if any, on, all Global Notes and all other
Notes the Holders of which will have provided wire transfer instructions to the
Company or the Paying Agent. Such payment will be in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts.

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

          (4) INDENTURE. The Company issued the Notes under an Indenture dated
as of March 23, 2005, (the "Indenture") among the Company, the Guarantors and
the Trustee. The terms of the


                                       A-2

Notes include those stated in the Indenture and those made part of the Indenture
by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code
Sections 77aaa-77bbbb). The Notes are subject to all such terms, and Holders are
referred to the Indenture and such Act for a statement of such terms. To the
extent any provision of this Note conflicts with the express provisions of the
Indenture, the provisions of the Indenture shall govern and be controlling. The
Notes are unsecured obligations of the Company.

          (5) OPTIONAL REDEMPTION.

     (a) Except as set forth in subparagraph (b) of this Paragraph 5, the
Company will not have the option to redeem the Notes prior to March 15, 2009.
Thereafter, the Company will have the option to redeem the Notes, in whole or in
part, upon not less than 30 nor more than 60 days' notice, at the redemption
prices (expressed as percentages of principal amount) set forth below plus
accrued and unpaid interest and Liquidated Damages , if any, thereon to the
applicable redemption date, if redeemed during the twelve-month period beginning
on March 1 of the years indicated below:



Year                                                                  Percentage
- ----                                                                  ----------
                                                                   
2009 ..............................................................    103.125%
2010 ..............................................................    101.563%
2011 and thereafter ...............................................    100.000%


     (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5,
at any time on or prior to March 15, 2008, the Company may on any one or more
occasions redeem Notes with the net cash proceeds of one or more Equity
Offerings at a redemption price equal to 106.250% of the aggregate principal
amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any,
to the redemption date; provided that at least 65% in aggregate principal amount
of the Notes originally issued under the Indenture remains outstanding
immediately after the occurrence of such redemption (excluding Notes held by the
Company and its Subsidiaries) and that such redemption occurs within 90 days of
the date of the closing of such Equity Offering.

          (6) MANDATORY REDEMPTION.

     The Company will not be required to make mandatory redemption payments with
respect to the Notes.

          (7) REPURCHASE AT OPTION OF HOLDER.

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

     (b) If the Company or a Subsidiary consummates any Asset Sales, within five
days of each date on which the aggregate amount of Excess Proceeds exceeds $15.0
million, the Company will commence an offer to all Holders of Notes and, at the
Company's option, all holders of other Indebtedness that is pari passu with the
Notes containing provisions similar to those set forth in the Indenture with
respect to offers to purchase or redeem with the proceeds of sales of assets (an
"Asset Sale Offer") pursuant to Section 3.09 of the Indenture to purchase the
maximum principal amount of Notes (including any Additional Notes) and


                                       A-3

other pari passu Indebtedness that may be purchased out of the Excess Proceeds
at an offer price in cash in an amount equal to 100% of the principal amount
thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any,
to the date fixed for the closing of such offer, in accordance with the
procedures set forth in the Indenture. To the extent that the aggregate amount
of Notes (including any Additional Notes) and other pari passu Indebtedness
tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the
Company (or such Subsidiary) may use such deficiency for any purpose not
otherwise prohibited by the Indenture. If the aggregate principal amount of
Notes and other pari passu Indebtedness surrendered by holders thereof exceeds
the amount of Excess Proceeds, the Trustee shall select the Notes and other pari
passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that
are the subject of an offer to purchase will receive an Asset Sale Offer from
the Company prior to any related purchase date and may elect to have such Notes
purchased by completing the form entitled "Option of Holder to Elect Purchase"
on the reverse of the Notes.

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

          (9) DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered
form without coupons in denominations of $2,000 and integral multiples of $1,000
in excess thereof. The transfer of Notes may be registered and Notes may be
exchanged as provided in the Indenture. The Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and the Company may require a Holder to pay any taxes and
fees required by law or permitted by the Indenture. The Company need not
exchange or register the transfer of any Note or portion of a Note selected for
redemption, except for the unredeemed portion of any Note being redeemed in
part. Also, the Company need not exchange or register the transfer of any Notes
for a period of 15 days before a selection of Notes to be redeemed or during the
period between a record date and the corresponding Interest Payment Date.

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

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


                                       A-4

the Indenture, or to allow any Guarantor to execute a supplemental indenture to
the Indenture and/or a Note Guarantee with respect to the Notes.

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

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

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

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


                                       A-5

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

          (17) ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of
Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes will have all the rights set forth in the Registration Rights
Agreement dated as of March 23, 2005, among the Company, the Guarantors and the
other parties named on the signature pages thereof or, in the case of Additional
Notes, Holders of Restricted Global Notes and Restricted Definitive Notes will
have the rights set forth in one or more registration rights agreements, if any,
among the Company, the Guarantors and the other parties thereto, relating to
rights given by the Company and the Guarantors to the purchasers of any
Additional Notes (collectively, the "Registration Rights Agreement").

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

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

     Corrections Corporation of America
     10 Burton Hills Boulevard
     Nashville, Tennessee 37215
     Attention: Irving E. Lingo, Jr.


                                       A-6

                                 ASSIGNMENT FORM

     To assign this Note, fill in the form below:

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

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

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

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

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

Date:
      ------------


                                        Your Signature:
                                                        ------------------------
                                        (Sign exactly as your name appears on
                                                 the face of this Note)


Signature Guarantee*:
                      ---------------

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


                                       A-7

                       OPTION OF HOLDER TO ELECT PURCHASE

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

                       [ ] Section 4.11   [ ] Section 4.16

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

                                $
                                 ---------------

Date:
      ------------


                                        Your Signature:
                                                        ------------------------
                                          (Sign exactly as your name appears on
                                                 the face of this Note)

                                        Tax Identification No.:
                                                                ----------------

Signature Guarantee*:
                      ---------------

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


                                       A-8

              SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

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



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




                                       A-9

                                                                       EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

Corrections Corporation of America
10 Burton Hills Boulevard
Nashville, Tennessee 37215

U.S. Bank National Association
2 Avenue de Lafayette, 6th Floor
Boston, Massachusetts 02111

     Re: 6 1/4% Senior Notes due 2013

     Reference is hereby made to the Indenture, dated as of March 23, 2003 (the
"Indenture"), among Corrections Corporation of America, as issuer (the
"Company"), the Guarantors named on the signature pages thereto and U.S. Bank
National Association, as trustee. Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.

     ___________________, (the "Transferor") owns and proposes to transfer the
Note[s] or interest in such Note[s] specified in Annex A hereto, in the
principal amount of $___________ in such Note[s] or interests (the "Transfer"),
to ___________________________ (the "Transferee"), as further specified in Annex
A hereto. In connection with the Transfer, the Transferor hereby certifies that:

     1. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN
THE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The Transfer is
being effected pursuant to and in accordance with Rule 144A under the Securities
Act of 1933, as amended (the "Securities Act"), and, accordingly, the Transferor
hereby further certifies that the beneficial interest or Definitive Note is
being transferred to a Person that the Transferor reasonably believed and
believes is purchasing the beneficial interest or Definitive Note for its own
account, or for one or more accounts with respect to which such Person exercises
sole investment discretion, and such Person and each such account is a
"qualified institutional buyer" within the meaning of Rule 144A in a transaction
meeting the requirements of Rule 144A and such Transfer is in compliance with
any applicable blue sky securities laws of any state of the United States. Upon
consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will be
subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the 144A Global Note and/or the Definitive Note and in the
Indenture and the Securities Act.

     2. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN
THE REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO REGULATION S. The
Transfer is being effected pursuant to and in accordance with Rule 903 or Rule
904 under the Securities Act and, accordingly, the Transferor hereby further
certifies that (i) the Transfer is not being made to a Person in the United
States and (x) at the time the buy order was originated, the Transferee was
outside the United States or such Transferor and any Person acting on its behalf
reasonably believed and believes that the Transferee was outside the United
States or (y) the transaction was executed in, on or through the facilities of a
designated offshore securities market and neither such Transferor nor any Person
acting on its behalf knows that the transaction was prearranged with a buyer in
the United States, (ii) no directed selling efforts have been made in
contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S
under the Securities Act, (iii) the transaction is not part of a plan or scheme
to evade the registration requirements of the Securities Act and (iv) if the
proposed transfer is being made prior to the expiration of the Restricted
Period, the transfer is not being made to a U.S. Person or for the account or
benefit of a U.S. Person (other


                                       B-1

than an Initial Purchaser). Upon consummation of the proposed transfer in
accordance with the terms of the Indenture, the transferred beneficial interest
or Definitive Note will be subject to the restrictions on Transfer enumerated in
the Private Placement Legend printed on the Regulation S Global Note and/or the
Definitive Note and in the Indenture and the Securities Act.

     3. [ ] CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN THE IAI GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO ANY PROVISION
OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The Transfer is
being effected in compliance with the transfer restrictions applicable to
beneficial interests in Restricted Global Notes and Restricted Definitive Notes
and pursuant to and in accordance with the Securities Act and any applicable
blue sky securities laws of any state of the United States, and accordingly the
Transferor hereby further certifies that (check one):

          (a) [ ] such Transfer is being effected pursuant to and in accordance
     with Rule 144 under the Securities Act;

                                       or

          (b) [ ] such Transfer is being effected to the Company or a subsidiary
     thereof;

                                       or

          (c) [ ] such Transfer is being effected pursuant to an effective
     registration statement under the Securities Act and in compliance with the
     prospectus delivery requirements of the Securities Act;

                                       or

          (d) [ ] such Transfer is being effected to an Institutional Accredited
     Investor and pursuant to an exemption from the registration requirements of
     the Securities Act other than Rule 144A, Rule 144 or Rule 904, and the
     Transferor hereby further certifies that it has not engaged in any general
     solicitation within the meaning of Regulation D under the Securities Act
     and the Transfer complies with the transfer restrictions applicable to
     beneficial interests in a Restricted Global Note or Restricted Definitive
     Notes and the requirements of the exemption claimed, which certification is
     supported by (1) a certificate executed by the Transferee in the form of
     Exhibit D to the Indenture and (2) an Opinion of Counsel provided by the
     Transferor or the Transferee (a copy of which the Transferor has attached
     to this certification), to the effect that such Transfer is in compliance
     with the Securities Act. Upon consummation of the proposed transfer in
     accordance with the terms of the Indenture, the transferred beneficial
     interest or Definitive Note will be subject to the restrictions on transfer
     enumerated in the Private Placement Legend printed on the IAI Global Note
     and/or the Definitive Notes and in the Indenture and the Securities Act.

     4. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN
AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

          (a) [ ] CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is
     being effected pursuant to and in accordance with Rule 144 under the
     Securities Act and in compliance with the transfer restrictions contained
     in the Indenture and any applicable blue sky securities laws of any state
     of the United States and (ii) the restrictions on transfer contained in the
     Indenture and the Private Placement Legend are not required in order to
     maintain compliance with the Securities Act. Upon consummation of the
     proposed Transfer in accordance with the terms of the Indenture, the
     transferred beneficial interest or


                                       B-2

     Definitive Note will no longer be subject to the restrictions on transfer
     enumerated in the Private Placement Legend printed on the Restricted Global
     Notes, on Restricted Definitive Notes and in the Indenture.

          (b) [ ] CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The
     Transfer is being effected pursuant to and in accordance with Rule 903 or
     Rule 904 under the Securities Act and in compliance with the transfer
     restrictions contained in the Indenture and any applicable blue sky
     securities laws of any state of the United States and (ii) the restrictions
     on transfer contained in the Indenture and the Private Placement Legend are
     not required in order to maintain compliance with the Securities Act. Upon
     consummation of the proposed Transfer in accordance with the terms of the
     Indenture, the transferred beneficial interest or Definitive Note will no
     longer be subject to the restrictions on transfer enumerated in the Private
     Placement Legend printed on the Restricted Global Notes, on Restricted
     Definitive Notes and in the Indenture.

          (c) [ ] CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The
     Transfer is being effected pursuant to and in compliance with an exemption
     from the registration requirements of the Securities Act other than Rule
     144, Rule 903 or Rule 904 and in compliance with the transfer restrictions
     contained in the Indenture and any applicable blue sky securities laws of
     any State of the United States and (ii) the restrictions on transfer
     contained in the Indenture and the Private Placement Legend are not
     required in order to maintain compliance with the Securities Act. Upon
     consummation of the proposed Transfer in accordance with the terms of the
     Indenture, the transferred beneficial interest or Definitive Note will not
     be subject to the restrictions on transfer enumerated in the Private
     Placement Legend printed on the Restricted Global Notes or Restricted
     Definitive Notes and in the Indenture.

     This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

                                        ----------------------------------------
                                              [Insert Name of Transferor]


                                        By:
                                           -------------------------------------
                                           Name:
                                                 -------------------------------
                                           Title:
                                                  ------------------------------
Dated:
       --------------------


                                       B-3

                       ANNEX A TO CERTIFICATE OF TRANSFER

     1. The Transferor owns and proposes to transfer the following:

                            [CHECK ONE OF (a) OR (b)]

          (a) [ ] a beneficial interest in the:

               (i)   [ ] 144A Global Note (CUSIP _________), or

               (ii)  [ ] Regulation S Global Note (CUSIP _________), or

               (iii) [ ] IAI Global Note (CUSIP _________); or

          (b) [ ] a Restricted Definitive Note.

     2. After the Transfer the Transferee will hold:

                                   [CHECK ONE]

          (a) [ ] a beneficial interest in the:

               (i)   [ ] 144A Global Note (CUSIP _________), or

               (ii)  [ ] Regulation S Global Note (CUSIP _________), or

               (iii) [ ] IAI Global Note (CUSIP _________); or

               (iv)  [ ] Unrestricted Global Note (CUSIP _________); or

          (b) [ ] a Restricted Definitive Note; or

          (c) [ ] an Unrestricted Definitive Note,

     in accordance with the terms of the Indenture.


                                       B-4

                                                                       EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

Corrections Corporation of America
10 Burton Hills Boulevard
Nashville, Tennessee 37215

U.S. Bank National Association
2 Avenue de Lafayette, 6th Floor
Boston, Massachusetts 02111

     Re: 6 1/4% Senior Notes due 2013

                              (CUSIP ____________)

     Reference is hereby made to the Indenture, dated as of March 23, 2005 (the
"Indenture"), among Corrections Corporation of America, as issuer (the
"Company"), the Guarantors named on the signature pages thereto and U.S. Bank
National Association, as trustee. Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.

     __________________________, (the "Owner") owns and proposes to exchange the
Note[s] or interest in such Note[s] specified herein, in the principal amount of
$____________ in such Note[s] or interests (the "Exchange"). In connection with
the Exchange, the Owner hereby certifies that:

     1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A
RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN AN UNRESTRICTED GLOBAL NOTE

     (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection
with the Exchange of the Owner's beneficial interest in a Restricted Global Note
for a beneficial interest in an Unrestricted Global Note in an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner's own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the Global
Notes and pursuant to and in accordance with the Securities Act of 1933, as
amended (the "Securities Act"), (iii) the restrictions on transfer contained in
the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the beneficial interest in
an Unrestricted Global Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

     (b) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for an Unrestricted
Definitive Note, the Owner hereby certifies (i) the Definitive Note is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act and (iv) the Definitive Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.


                                       C-1

     (c) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL
INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Owner's Exchange
of a Restricted Definitive Note for a beneficial interest in an Unrestricted
Global Note, the Owner hereby certifies (i) the beneficial interest is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to
Restricted Definitive Notes and pursuant to and in accordance with the
Securities Act, (iii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

     (d) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

     2. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN
RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN RESTRICTED GLOBAL NOTES

     (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for a Restricted
Definitive Note with an equal principal amount, the Owner hereby certifies that
the Restricted Definitive Note is being acquired for the Owner's own account
without transfer. Upon consummation of the proposed Exchange in accordance with
the terms of the Indenture, the Restricted Definitive Note issued will continue
to be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Definitive Note and in the Indenture
and the Securities Act.

     (b) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL
INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange of the
Owner's Restricted Definitive Note for a beneficial interest in the [CHECK ONE]
144A Global Note, Regulation S Global Note, IAI Global Note with an equal
principal amount, the Owner hereby certifies (i) the beneficial interest is
being acquired for the Owner's own account without transfer and (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance with
the Securities Act, and in compliance with any applicable blue sky securities
laws of any state of the United States. Upon consummation of the proposed
Exchange in accordance with the terms of the Indenture, the beneficial interest
issued will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the relevant Restricted Global Note and in the
Indenture and the Securities Act.

     This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

                                        ----------------------------------------
                                              [Insert Name of Transferor]


                                       C-2

                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

Dated:
       ----------------


                                       C-3

                                                                       EXHIBIT D

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Corrections Corporation of America
10 Burton Hills Boulevard
Nashville, Tennessee 37215

U.S. Bank National Association
2 Avenue de Lafayette, 6th Floor
Boston, Massachusetts 02111

     Re: 6 1/4% Senior Notes due 2013

     Reference is hereby made to the Indenture, dated as of March 23, 2005 (the
"Indenture"), among Corrections Corporation of America, as issuer (the
"Company"), the guarantors named on the signature pages thereto and U.S. Bank
National Association, as trustee. Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.

     In connection with our proposed purchase of $____________ aggregate
principal amount of:

     (a) [ ] a beneficial interest in a Global Note, or

     (b) [ ] a Definitive Note,

     we confirm that:

     1. We understand that any subsequent transfer of the Notes or any interest
therein is subject to certain restrictions and conditions set forth in the
Indenture and the undersigned agrees to be bound by, and not to resell, pledge
or otherwise transfer the Notes or any interest therein except in compliance
with, such restrictions and conditions and the Securities Act of 1933, as
amended (the "Securities Act").

     2. We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes and any interest therein
may not be offered or sold except as permitted in the following sentence. We
agree, on our own behalf and on behalf of any accounts for which we are acting
as hereinafter stated, that if we should sell the Notes or any interest therein,
we will do so only (A) to the Company or any subsidiary thereof, (B) in
accordance with Rule 144A under the Securities Act to a "qualified institutional
buyer" (as defined therein), (C) to an institutional "accredited investor" (as
defined below) that, prior to such transfer, furnishes (or has furnished on its
behalf by a U.S. broker-dealer) to you and to the Company a signed letter
substantially in the form of this letter and an Opinion of Counsel in form
reasonably acceptable to the Company to the effect that such transfer is in
compliance with the Securities Act, (D) outside the United States in accordance
with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the
provisions of Rule 144(k) under the Securities Act or (F) pursuant to an
effective registration statement under the Securities Act, and we further agree
to provide to any Person purchasing the Definitive Note or beneficial interest
in a Global Note from us in a transaction meeting the requirements of clauses
(A) through (E) of this paragraph a notice advising such purchaser that resales
thereof are restricted as stated herein.

     3. We understand that, on any proposed resale of the Notes or beneficial
interest therein, we will be required to furnish to you and the Company such
certifications, legal opinions and other information as


                                       D-1

you and the Company may reasonably require to confirm that the proposed sale
complies with the foregoing restrictions. We further understand that the Notes
purchased by us will bear a legend to the foregoing effect.

     4. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Notes, and we and
any accounts for which we are acting are each able to bear the economic risk of
our or its investment.

     5. We are acquiring the Notes or beneficial interest therein purchased by
us for our own account or for one or more accounts (each of which is an
institutional "accredited investor") as to each of which we exercise sole
investment discretion.

     You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.

                                        ----------------------------------------
                                              [Insert Name of Transferor]


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

Dated:
       ----------------


                                       D-2

                                                                       EXHIBIT E

                          FORM OF NOTATION OF GUARANTEE

     For value received, each Guarantor (which term includes any successor
Person under the Indenture) has, jointly and severally, unconditionally
guaranteed, to the extent set forth in the Indenture and subject to the
provisions in the Indenture dated as of March 23, 2005 (the "Indenture"), as
amended among Corrections Corporation of America, (the "Company"), the
Guarantors (as defined therein) and U.S. Bank National Association, as trustee
(the "Trustee"), (a) the due and punctual payment of the principal of, premium,
if any, and interest on the Notes (as defined in the Indenture), whether at
maturity, by acceleration, redemption or otherwise, the due and punctual payment
of interest on overdue principal of and interest on the Notes, if any, if
lawful, and the due and punctual performance of all other obligations of the
Company to the Holders or the Trustee all in accordance with the terms of the
Indenture and (b) in case of any extension of time of payment or renewal of any
Notes or any of such other obligations, that the same will be promptly paid in
full when due or performed in accordance with the terms of the extension or
renewal, whether at stated maturity, by acceleration or otherwise. The
obligations of the Guarantors to the Holders of Notes and to the Trustee
pursuant to the Note Guarantee and the Indenture are expressly set forth in
Article 10 of the Indenture and reference is hereby made to the Indenture for
the precise terms of the Note Guarantee. Each Holder of a Note, by accepting the
same, (a) agrees to and shall be bound by such provisions, (b) authorizes and
directs the Trustee, on behalf of such Holder, to take such action as may be
necessary or appropriate to effectuate the subordination as provided in the
Indenture and (c) appoints the Trustee attorney-in-fact of such Holder for such
purpose; provided, however, that the Indebtedness evidenced by this Note
Guarantee shall cease to be so subordinated and subject in right of payment upon
any defeasance of this Note in accordance with the provisions of the Indenture.

                                        GUARANTOR(S)


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                       E-1

                                                                       EXHIBIT F

                         FORM OF SUPPLEMENTAL INDENTURE
                    TO BE DELIVERED BY SUBSEQUENT GUARANTORS

     SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
[________________, 200__, among __________________] (the "Guaranteeing
Subsidiary"), a subsidiary of Corrections Corporation of America (or its
permitted successor), a Maryland corporation (the "Company"), the Company, the
other Guarantors (as defined in the Indenture referred to herein) and U.S. Bank
National Association, as trustee under the indenture referred to below (the
"Trustee").

                                   WITNESSETH

     WHEREAS, the Company has heretofore executed and delivered to the Trustee
an indenture dated as of March 23, 2005 (the "Indenture") providing for the
issuance of the Company's 106.250% Senior Notes due 2013 (the "Notes");

     WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally
guarantee all of the Company's Obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the "Note Guarantee"); and

     WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture;

     NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

     1. CAPITALIZED TERMS. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.

     2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees as
follows:

          (a) Along with all Guarantors named in the Indenture, to jointly and
     severally Guarantee to each Holder of a Note authenticated and delivered by
     the Trustee and to the Trustee and its successors and assigns, the Notes or
     the obligations of the Company hereunder or thereunder, that:

          (i) the principal of, and premium, if any, and interest on the Notes
     will be promptly paid in full when due, whether at maturity, by
     acceleration, redemption or otherwise, and interest on the overdue
     principal of and interest on the Notes, if any, if lawful, and all other
     obligations of the Company to the Holders or the Trustee hereunder or
     thereunder will be promptly paid in full or performed, all in accordance
     with the terms hereof and thereof; and

          (ii) in case of any extension of time of payment or renewal of any
     Notes or any of such other obligations, that same will be promptly paid in
     full when due or performed in accordance with the terms of the extension or
     renewal, whether at stated maturity, by acceleration or otherwise. Failing
     payment when due of any amount so guaranteed or any performance so
     guaranteed for whatever reason, the Guarantors shall be jointly and
     severally obligated to pay the same immediately.


                                       F-1

          (b) The obligations hereunder shall be unconditional, irrespective of
     the validity, regularity or enforceability of the Notes or the Indenture,
     the absence of any action to enforce the same, any waiver or consent by any
     Holder of the Notes with respect to any provisions hereof or thereof, the
     recovery of any judgment against the Company, any action to enforce the
     same or any other circumstance which might otherwise constitute a legal or
     equitable discharge or defense of a Guarantor.

          (c) The following is hereby waived: diligence, presentment, demand of
     payment, filing of claims with a court in the event of insolvency or
     bankruptcy of the Company, any right to require a proceeding first against
     the Company, protest, notice and all demands whatsoever.

          (d) This Note Guarantee shall not be discharged except by complete
     performance of the obligations contained in the Notes and the Indenture,
     and the Guaranteeing Subsidiary accepts all obligations of a Guarantor
     under the Indenture.

          (e) If any Holder or the Trustee is required by any court or otherwise
     to return to the Company, the Guarantors, or any custodian, trustee,
     liquidator or other similar official acting in relation to either the
     Company or the Guarantors, any amount paid by either to the Trustee or such
     Holder, this Note Guarantee, to the extent theretofore discharged, shall be
     reinstated in full force and effect.

          (f) The Guaranteeing Subsidiary shall not be entitled to any right of
     subrogation in relation to the Holders in respect of any obligations
     guaranteed hereby until payment in full of all obligations guaranteed
     hereby.

          (g) As between the Guarantors, on the one hand, and the Holders and
     the Trustee, on the other hand, (x) the maturity of the obligations
     guaranteed hereby may be accelerated as provided in Article 6 of the
     Indenture for the purposes of this Note Guarantee, notwithstanding any
     stay, injunction or other prohibition preventing such acceleration in
     respect of the obligations guaranteed hereby, and (y) in the event of any
     declaration of acceleration of such obligations as provided in Article 6 of
     the Indenture, such obligations (whether or not due and payable) shall
     forthwith become due and payable by the Guarantors for the purpose of this
     Note Guarantee.

          (h) The Guarantors shall have the right to seek contribution from any
     non-paying Guarantor so long as the exercise of such right does not impair
     the rights of the Holders under the Note Guarantee.

          (i) Pursuant to Section 10.02 of the Indenture, after giving effect to
     any maximum amount and all other contingent and fixed liabilities that are
     relevant under any applicable (A) Bankruptcy or fraudulent conveyance laws
     or (B) any applicable state laws prohibiting shareholder distributions by
     an insolvent subsidiary to the extent applicable, and after giving effect
     to any collections from, rights to receive contribution from or payments
     made by or on behalf of any other Guarantor in respect of the obligations
     of such other Guarantor under Article 10 of the Indenture, this new Note
     Guarantee shall be limited to the maximum amount permissible such that the
     obligations of such Guarantor under this Note Guarantee will not constitute
     a fraudulent transfer or conveyance or an unlawful shareholder
     distribution.


                                       F-2

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

     4. GUARANTEEING SUBSIDIARY MAY CONSOLIDATE, ETC. ON CERTAIN TERMS.

          (a) The Guaranteeing Subsidiary may not sell or otherwise dispose of
     all substantially all of its assets to, or consolidate with or merge with
     or into (whether or not such Guarantor is the surviving Person) another
     Person, other than the Company or another Guarantor unless:

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

          (ii) either (A) subject to Sections 10.04 and 10.05 of the Indenture,
     the Person acquiring the property in any such sale or disposition or the
     Person formed by or surviving any such consolidation or merger
     unconditionally assumes all the obligations of that Guarantor, pursuant to
     a supplemental indenture in form and substance reasonably satisfactory to
     the Trustee, under the Notes, the Indenture and the Note Guarantee on the
     terms set forth herein or therein; or (B) the Net Proceeds of such sale or
     other disposition are applied in accordance with the applicable provisions
     of the Indenture, including without limitation, Section 4.11 thereof.

          (b) In case of any such consolidation, merger, sale or conveyance and
     upon the assumption by the successor Person, by supplemental indenture,
     executed and delivered to the Trustee and satisfactory in form to the
     Trustee, of the Note Guarantee endorsed upon the Notes and the due and
     punctual performance of all of the covenants and conditions of the
     Indenture to be performed by the Guarantor, such successor Person shall
     succeed to and be substituted for the Guarantor with the same effect as if
     it had been named herein as a Guarantor. Such successor Person thereupon
     may cause to be signed any or all of the Note Guarantees to be endorsed
     upon all of the Notes issuable under the Indenture which theretofore shall
     not have been signed by the Company and delivered to the Trustee. All the
     Note Guarantees so issued shall in all respects have the same legal rank
     and benefit under the Indenture as the Note Guarantees theretofore and
     thereafter issued in accordance with the terms of the Indenture as though
     all of such Note Guarantees had been issued at the date of the execution
     hereof.

          (c) Except as set forth in Articles 4 and 5 and Section 10.05 of
     Article 10 of the Indenture, and notwithstanding clauses (a) and (b) above,
     nothing contained in the Indenture or in any of the Notes shall prevent any
     consolidation or merger of a Guarantor with or into the Company or another
     Guarantor, or shall prevent any sale or conveyance of the property of a
     Guarantor as an entirety or substantially as an entirety to the Company or
     another Guarantor.

     5. RELEASES.


                                       F-3

          (a) Any Guarantor will be released and relived of any obligations
     under its Note Guarantee, (i) in the event of any sale or other disposition
     of all or substantially all of the assets of that Guarantor, by way of
     merger, consolidation or otherwise, or a sale or other disposition of all
     of the capital stock of that Guarantor, in each case to a Person that is
     not (either before or after giving effect to such transaction) a Restricted
     Subsidiary of the Company, (ii) if the Company properly designates that
     Guarantor as an Unrestricted Subsidiary in accordance with this Indenture
     or (iii) if the Guarantor is released from its guarantees under all Credit
     Facilities, then such Guarantor (in the event of a sale or other
     disposition, by way of merger, consolidation or otherwise, of all of the
     capital stock of such Guarantor) or the corporation acquiring the property
     (in the event of a sale or other disposition of all or substantially all of
     the assets of such Guarantor) will be released and relieved of any
     obligations under its Note Guarantee; provided that the Net Proceeds of
     such sale or other disposition are applied in accordance with the
     applicable provisions of the Indenture, including without limitation
     Section 4.11 of the Indenture. Upon delivery by the Company to the Trustee
     of an Officers' Certificate and an Opinion of Counsel to the effect that
     such sale or other disposition was made by the Company in accordance with
     the provisions of the Indenture, including without limitation Section 4.11
     of the Indenture, the Trustee shall execute any documents reasonably
     required in order to evidence the release of any Guarantor from its
     obligations under its Note Guarantee.

          (b) Any Guarantor not released from its obligations under its Note
     Guarantee shall remain liable for the full amount of principal of and
     interest on the Notes and for the other obligations of any Guarantor under
     the Indenture as provided in Article 10 of the Indenture.

     6. NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator, stockholder or agent of the Guaranteeing
Subsidiary, as such, shall have any liability for any obligations of the Company
or any Guaranteeing Subsidiary under the Notes, any Note Guarantees, the
Indenture or this Supplemental Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder of the
Notes by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Notes. Such waiver may
not be effective to waive liabilities under the federal securities laws and it
is the view of the SEC that such a waiver is against public policy.

     7. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL
GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT GIVING
EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

     8. COUNTERPARTS. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.

     9. EFFECT OF HEADINGS. The Section headings herein are for convenience only
and shall not affect the construction hereof.

     10. THE TRUSTEE. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Guaranteeing Subsidiary and the Company.


                                       F-4

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

Dated: _______________, 20___

                                        GUARANTEEING SUBSIDIARY


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        CORRECTIONS CORPORATION OF AMERICA


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        [EXISTING GUARANTORS]


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        U.S. BANK NATIONAL ASSOCIATION
                                        as Trustee


                                        By:
                                            ------------------------------------
                                                  Authorized Signatory


                                       F-5

                                                                 EXHIBIT 4.3


                             SUPPLEMENTAL INDENTURE


         SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
March 21, 2005, among Corrections Corporation of America, a Maryland corporation
(the "Company"), the Guarantors identified on the signature pages hereto (the
"Guarantors") and U.S. Bank National Association, formerly known as State Street
Bank and Trust Company, as trustee under the indenture referred to below (the
"Trustee").

                              W I T N E S S E T H:

         WHEREAS, the Company, the Guarantors and the Trustee have heretofore
executed an Indenture, dated as of May 3, 2002 (the "Original Indenture"),
providing for the issuance by the Company of $250,000,000 aggregate principal
amount of its 9 7/8% Senior Notes due 2009 (the "Notes");

         WHEREAS, the Original Indenture has heretofore been supplemented to add
additional Guarantors (the Original Indenture, as so supplemented, is
hereinafter referred to as the "Existing Indenture");

         WHEREAS, under Section 9.02 of the Original Indenture, the Company, the
Guarantors and the Trustee may amend the Existing Indenture with the consent of
the Holders of at least a majority in principal amount of Notes then outstanding
voting as a single class pursuant to the terms set forth therein; and

         WHEREAS, Holders of a majority in principal amount of Notes outstanding
voting as a single class have consented to the amendments set forth herein in
connection with the tender offer and consent solicitation of the Company
commencing on March 8, 2005 with respect to the Notes (collectively, the "Tender
Offer"); and

         WHEREAS, the Company, the Guarantors and the Company desire to enter
into this Supplemental Indenture on the date set forth above for the purpose of
making the amendments set forth herein, which amendments will become operative
as set forth in Section 4 herein;

         WHEREAS, all other conditions and requirements necessary to make this
Supplemental Indenture a valid, binding and legal instrument enforceable in
accordance with its terms have been performed and fulfilled by the parties
hereto, and the execution and delivery thereof have been in all respects duly
authorized by the parties hereto.

         NOW, THEREFORE, for and in consideration of the foregoing premises, it
is mutually covenanted and agreed, for the equal and proportionate benefit of
all Holders of the Notes, as follows:

         1. DEFINITIONS. For all purposes of the Existing Indenture and this
Supplemental Indenture, except as otherwise expressly provided or unless the
context otherwise requires:



         (a) References. The terms "herein," "hereof" and other words of similar
import refer to the Existing Indenture and this Supplemental Indenture as a
whole and not to any particular article, section or other subdivision; and

         (b) Capitalized Terms. All capitalized terms used in this Existing
Supplemental Indenture but not defined herein shall have the meanings assigned
to such terms in the Existing Indenture.

         2. ELIMINATION AND AMENDMENT OF CERTAIN DEFINED TERMS IN ARTICLE I OF
THE ORIGINAL INDENTURE. From and as of the Operational Time (as defined in
Section 4(b) of this Supplemental Indenture), any defined terms appearing in
Article I of the Original Indenture or elsewhere in the Original Indenture, and
all references thereto, that are used solely in the sections, subsections or
provisions of the Original Indenture deleted from the Original Indenture by
virtue of Section 3 of this Supplemental Indenture shall be deleted in their
entireties from Section 1.01 of the Original Indenture.

         3. AMENDMENT OF CERTAIN PROVISIONS OF ARTICLES 3, 4, 5 AND 6 AND OTHER
RELATED PROVISIONS OF THE ORIGINAL INDENTURE.

         (a) Amendment of Section 3.09 of the Original Indenture. From and as of
the Operational Time (as defined in Section 4(b) of this Supplemental
Indenture), Section 3.09 of the Original Indenture shall be amended by deleting
such section in its entirety, together with any references thereto in the
Original Indenture.

         (b) Amendment of Article 4 of Original Indenture. From and as of the
Operational Time (as defined in Section 4(b) of this Supplemental Indenture),
Article 4 of the Original Indenture shall be amended by deleting Sections 4.03,
4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.18 and
4.19 in their entireties, together with any references thereto in the Original
Indenture.

         (c) Amendment of Section 5.01 of Original Indenture. From and as of the
Operational Time (as defined in Section 4(b) of this Supplemental Indenture),
Section 5.01 of the Original Indenture shall be amended by

                  (i)      Deleting "; and" at the end of clause (3) and
                           substituting "." therefor; and

                  (ii)     Deleting clause (4) in its entirety.

         (d) Amendment of Article 6 of the Original Indenture. From and as of
the Operational Time, Article 6 of the Original Indenture shall be amended by
deleting Sections 6.01 (3), (4), (5), (6), (7), (8) and (9) in their entireties,
together with any references thereto in the Original Indenture.

         (e) Amendment of Additional Provisions of Existing Indenture. From and
as of the Operational Time, any and all additional provisions of the Existing
Indenture shall be deemed amended to reflect the intentions of the amendments
provided for in this Section 3 and elsewhere herein.



                                       2



         4. EFFECT OF SUPPLEMENTAL INDENTURE; OPERATION OF AMENDMENTS.

         (a) Effect of Supplemental Indenture. In accordance with Section 9.04
of the Existing Indenture, upon the execution of this Supplemental Indenture,
the Existing Indenture shall be modified in accordance herewith, and this
Supplemental Indenture shall form a part of the Existing Indenture for all
purposes; and every Holder of the Notes heretofore authenticated and delivered
under the Existing Indenture shall be bound hereby. Except as modified by this
Supplemental Indenture, the Existing Indenture and the Notes, and the rights of
the Holders of the Notes thereunder, shall remain unchanged and in full force
and effect.

         (b) Operation of Amendments. The provisions of this Supplemental
Indenture shall not become operative until the date and time (such date and
time, the "Operational Time") the Company notifies (in writing) U.S. Bank
National Association, as depositary for the Notes under the Tender Offer (the
"Depositary"), that the Company has purchased Notes tendered and not withdrawn
pursuant to the Tender Offer. In the event the Company notifies (in writing) the
Depositary that it has withdrawn or terminated the Tender Offer prior to the
Operational Time, this Supplemental Indenture shall be terminated and be of no
force or effect and the Original Indenture shall not be modified hereby. The
Company shall promptly notify the Trustee in writing of any notice it gives to
the Depositary.

         5. MATTERS CONCERNING THE TRUSTEE. The Trustee accepts the trusts of
the Existing Indenture, as amended and supplemented by this Supplemental
Indenture, and agrees to perform the same, but only upon the terms and
conditions set forth in the Existing Indenture, as amended and supplemented by
this Supplemental Indenture, to which the parties hereto and the Holders from
time to time of the Notes agree and, except as expressly set forth in the
Existing Indenture, as amended and supplemented by this Supplemental Indenture,
shall incur no liability or responsibility in respect thereof. Without limiting
the generality of the foregoing, the recitals contained herein shall be taken as
the statements of the Company, and the Trustee assumes no responsibility for
their correctness, and the Trustee makes no representation as to the validity or
sufficiency of this Supplemental Indenture or any consents thereto.

         6. RATIFICATION AND CONFIRMATION OF THE EXISTING INDENTURE. Except as
expressly amended hereby, the Existing Indenture is in all respects ratified and
confirmed and all the terms, provisions and conditions thereof shall be and
remain in full force and effect.

         7. MISCELLANEOUS.

         (a) Binding Effect. All agreements of the Company in this Supplemental
Indenture shall be binding upon the Company's successors. All agreements of the
Trustee in this Supplemental Indenture shall be binding upon its successors.

         (b) Governing Law. This Supplemental Indenture shall be deemed to be a
contract made under the laws of the State of New York and for all purposes shall
be governed by and construed in accordance with the laws of the State of New
York.




                                       3


         (c) Conflict with Trust Indenture Act of 1939. If and to the extent
that any provision of this Supplemental Indenture limits, qualifies or conflicts
with the duties imposed by Sections 310-317 of the Trust Indenture Act of 1939,
as amended (the "Trust Indenture Act"), by operation of Section 318(c) of the
Trust Indenture Act, the imposed duties shall control.

         (d) Headings for Convenience of Reference. The titles and headings of
the sections of this Supplemental Indenture have been inserted for convenience
of reference only, are not to be considered a part hereof and shall in no way
modify or restrict any of the terms or provisions hereof.

         (e) Counterparts. This Supplemental Indenture may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original, but such counterparts shall constitute but one and the same agreement.

         (f) Severability. In case any provision of this Supplemental Indenture
shall be determined to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions hereof or of the
Existing Indenture shall not in any way be affected or impaired thereby.

         (g) Effect Upon Existing Indenture. This Supplemental Indenture shall
form a part of Existing Indenture for all purposes, and every holder of Notes
heretofore or hereafter authenticated and delivered shall be bound hereby.


                            (signature page follows)


                                       4






         IN WITNESS WHEREOF, the Company and the Trustee have caused this
Supplemental Indenture to be duly executed by their respective officers
thereunto duly authorized and their respective corporate seals, duly attested,
to be hereunto affixed all as of the day and the year first above written.


                                        CORRECTIONS CORPORATION OF AMERICA,
                                        AS ISSUER


                                        By: /s/ John D. Ferguson
                                            -----------------------------------
Attest:                                 Name: John D. Ferguson
                                        Title: Chief Executive Officer and
                                               President
 /s/ G.A. Puryear IV
- --------------------

                                        GUARANTORS:

                                        CCA INTERNATIONAL, INC.
                                        CCA OF TENNESSEE, LLC
                                        CCA PROPERTIES OF AMERICA, LLC
                                        CCA PROPERTIES OF ARIZONA, LLC
                                        CCA PROPERTIES OF TENNESSEE, LLC
                                        CCA PROPERTIES OF TEXAS, L.P.
                                        CCA WESTERN PROPERTIES, INC.
                                        PRISON REALTY MANAGEMENT, INC.
                                        TECHNICAL AND BUSINESS INSTITUTE OF
                                          AMERICA, INC.
                                        TRANSCOR AMERICA, LLC

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


                                        U. S. BANK NATIONAL ASSOCIATION


                                        By: /s/ George Davison
                                            ------------------------------------
                                        Name: George Davison
                                        Title: Officer

                                                                    EXHIBIT 10.1


                                                               Execution Version

                          REGISTRATION RIGHTS AGREEMENT

                           DATED AS OF MARCH 23, 2005

                                  BY AND AMONG

                       CORRECTIONS CORPORATION OF AMERICA

                                    AS ISSUER

                             CCA INTERNATIONAL, INC.
                              CCA OF TENNESSEE, LLC
                          CCA WESTERN PROPERTIES, INC.
                         PRISON REALTY MANAGEMENT, INC.
                TECHNICAL AND BUSINESS INSTITUTE OF AMERICA, INC.
                         CCA PROPERTIES OF AMERICA, LLC
                         CCA PROPERTIES OF ARIZONA, LLC
                        CCA PROPERTIES OF TENNESSEE, LLC
                              TRANSCOR AMERICA, LLC
                          CCA PROPERTIES OF TEXAS, L.P.

                                AS THE GUARANTORS
                                       AND

                              LEHMAN BROTHERS INC.
                           J.P. MORGAN SECURITIES INC.
                         BANC OF AMERICA SECURITIES LLC
                          WACHOVIA CAPITAL MARKETS, LLC
                           SG AMERICAS SECURITIES, LLC
                                AVONDALE PARTNERS
         BB&T CAPITAL MARKETS, A DIVISION OF SCOTT & STRINGFELLOW, INC.
                      FIRST ANALYSIS SECURITIES CORPORATION
                            JEFFERIES & COMPANY, INC.
                            MORGAN JOSEPH & CO. INC.
                            UTENDAHL CAPITAL PARTNERS

                            as the Initial Purchasers

          This Registration Rights Agreement (this "AGREEMENT") is made and
entered into as of March 23, 2005, by and among Corrections Corporation of
America, a Maryland corporation (the "COMPANY"), the subsidiaries listed on
Schedule A hereto (the "GUARANTORS"), and Lehman Brothers Inc., J.P. Morgan
Securities Inc., Banc of America Securities LLC, Wachovia Capital Markets, LLC,
SG Americas Securities, LLC, Avondale Partners, BB&T Capital Markets, a division
of Scott & Stringfellow, Inc., First Analysis Securities Corporation, Jefferies
& Company, Inc., Morgan Joseph & Co. Inc., Utendahl Capital Partners (each an
"INITIAL PURCHASER" and, collectively, the "INITIAL PURCHASERS"), each of whom
has agreed to purchase the Company's 6 1/4% Senior Notes due 2013 (the "NOTES")
pursuant to the Purchase Agreement (as defined below).

          This Agreement is entered into pursuant to the Purchase Agreement,
dated March 8, 2005 (the "PURCHASE AGREEMENT"), by and among the Company, the
Guarantors and the Initial Purchasers. In order to induce the Initial Purchasers
to purchase the Notes, the Company and the Guarantors have agreed to provide the
registration rights set forth in this Agreement. The execution and delivery of
this Agreement is a condition to the obligations of the Initial Purchasers set
forth in Section 7 of the Purchase Agreement. Capitalized terms used herein and
not otherwise defined shall have the meanings assigned to them in the Indenture,
dated as of March 23, 2005, by and among the Company, the Guarantors and U.S.
Bank National Association, as Trustee, relating to the Notes and the Exchange
Notes, and as further modified and/or supplemented from time to time (the
"INDENTURE").

          The parties hereby agree as follows:

SECTION 1. DEFINITIONS

          As used in this Agreement, the following capitalized terms shall have
the following meanings:

          ACT: The Securities Act of 1933, as amended.

          AFFILIATE: As defined in Rule 144 of the Act.

          BROKER-DEALER: Any broker or dealer registered under the Exchange Act.

          CERTIFICATED SECURITIES: Definitive Notes, as defined in the
Indenture.

          CLOSING DATE: The date hereof.

          COMMISSION: The Securities and Exchange Commission.

          CONSUMMATE: An Exchange Offer shall be deemed "Consummated" for
purposes of this Agreement upon the occurrence of each of the following: (a) the
filing and effectiveness under the Act of the Exchange Offer Registration
Statement relating to the Exchange Notes to be issued in the Exchange Offer, (b)
the maintenance of such Exchange Offer Registration Statement continuously
effective and the keeping of the Exchange Offer open for a period not less than
the minimum period required pursuant to Section 3(b) hereof and (c) the delivery
by the Company to the Registrar under the Indenture of Exchange Notes in the
same aggregate principal

amount as the aggregate principal amount of Notes validly tendered by Holders
thereof pursuant to the Exchange Offer.

          CONSUMMATION DEADLINE: As defined in Section 3(b) hereof.

          EXCHANGE ACT: The Securities Exchange Act of 1934, as amended.

          EXCHANGE NOTES: The Company's 6 1/4% Senior Notes due 2013, registered
under the Act, to be issued pursuant to the Indenture: (i) in the Exchange Offer
or (ii) as contemplated by Section 4 hereof.

          EXCHANGE OFFER: The exchange and issuance by the Company of a
principal amount of Exchange Notes (which shall be registered pursuant to the
Exchange Offer Registration Statement) equal to the outstanding principal amount
of Notes that are tendered by such Holders in connection with such exchange and
issuance.

          EXCHANGE OFFER REGISTRATION STATEMENT: The Registration Statement
relating to the Exchange Offer, including the related Prospectus which forms a
part thereof.

          EXEMPT RESALES: The transactions in which the Initial Purchasers
propose to sell the Notes to certain "qualified institutional buyers," as such
term is defined in Rule 144A under the Act, and in compliance with Regulation S
under the Act.

          HOLDER: As defined in Section 2 hereof.

          PROSPECTUS: The prospectus included in a Registration Statement at the
time such Registration Statement is declared effective, as amended or
supplemented by any prospectus supplement and by all other amendments thereto,
including post-effective amendments, and all material incorporated by reference
into such Prospectus.

          RECOMMENCEMENT DATE: As defined in Section 6(e) hereof.

          REGISTRATION DEFAULT: As defined in Section 5 hereof.

          REGISTRATION STATEMENT: Any registration statement of the Company and
the Guarantors relating to (a) an offering of Exchange Notes and related
Subsidiary Guarantees pursuant to an Exchange Offer or (b) the registration for
resale of Transfer Restricted Securities pursuant to the Shelf Registration
Statement, in each case (i) that is filed pursuant to the provisions of this
Agreement and (ii) including the Prospectus included therein, all amendments and
supplements thereto (including post-effective amendments) and all exhibits and
material incorporated by reference therein.

          REGULATION S: Regulation S promulgated under the Act.

          RULE 144: Rule 144 promulgated under the Act.

          SHELF REGISTRATION STATEMENT: As defined in Section 4 hereof.


                                        2

          SHELF EFFECTIVENESS DEADLINE: As defined in Section 4(a) hereof.

          SHELF FILING DEADLINE: As defined in Section 4(a) hereof.

          SUSPENSION NOTICE: As defined in Section 6(e) hereof.

          TIA: The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb)
as in effect on the date of the Indenture.

          TRANSFER RESTRICTED SECURITIES: (i) Each Note and the related
Subsidiary Guarantees, until the earliest to occur of (a) the date on which such
Note is exchanged in the Exchange Offer for an Exchange Note which is entitled
to be resold to the public by the Holder thereof without complying with the
prospectus delivery requirements of the Act, (b) the date on which such Note has
been disposed of in accordance with a Shelf Registration Statement, (c) the date
on which such Note is distributed to the public pursuant to Rule 144 under the
Act or (d) the date on which such Note is sold in any other manner that permits
the Company to remove the legend describing the transfer restrictions and (ii)
each Exchange Note and the related Subsidiary Guarantees acquired by a
Broker-Dealer in exchange for a Note acquired for its own account as a result of
market making activities or other trading activities until the date on which
such Exchange Note is disposed of by a Broker-Dealer pursuant to the "Plan of
Distribution" contemplated by the Exchange Offer Registration Statement
(including the delivery of the Prospectus contained therein).

SECTION 2. HOLDERS

          A Person is deemed to be a holder of Transfer Restricted Securities
(each, a "HOLDER") whenever such Person owns Transfer Restricted Securities.

SECTION 3. REGISTERED EXCHANGE OFFER

          (a) Unless the Exchange Offer shall not be permitted by applicable
federal law or Commission policy (after the procedures set forth in Section
6(a)(i) below have been complied with), the Company and the Guarantors shall (i)
cause the Exchange Offer Registration Statement to be filed with the Commission
not later than 90 days after the Closing Date (such date being the "EXCHANGE
OFFER FILING DEADLINE"), (ii) use their commercially reasonable efforts to have
such Exchange Offer Registration Statement declared effective by the Commission
at the earliest possible time, but in no event later 180 days after the Closing
Date (such date being the "EXCHANGE OFFER EFFECTIVENESS DEADLINE"), (iii) in
connection with the foregoing, (A) file all pre-effective amendments to such
Exchange Offer Registration Statement as may be necessary in order to cause it
to become effective, (B) file, if applicable, a post-effective amendment to such
Exchange Offer Registration Statement pursuant to Rule 430A under the Act and
(C) cause all necessary filings, if any, in connection with the registration and
qualification of the Exchange Notes to be made under the Blue Sky laws of such
jurisdictions as are necessary to permit Consummation of the Exchange Offer, and
(iv) unless the Exchange Offer would not be permitted by applicable law or
Commission policy, promptly after the effectiveness of such Exchange Offer
Registration Statement, commence and use their commercially reasonable efforts
to Consummate the Exchange Offer in the time set forth in Section 3(b). The
Exchange Offer shall be on the appropriate form permitting (i) registration of


                                        3

the Exchange Notes to be offered in exchange for the Notes that are Transfer
Restricted Securities and (ii) resales of Exchange Notes by Broker-Dealers that
tendered into the Exchange Offer Notes that such Broker-Dealer acquired for its
own account as a result of market making activities or other trading activities
(other than Notes acquired directly from the Company or any of its Affiliates)
as contemplated by Section 3(c) below.

          (b) The Company and the Guarantors shall use their respective
commercially reasonable efforts to cause the Exchange Offer Registration
Statement to be effective continuously, and shall keep the Exchange Offer open
for a period of not less than the minimum period required under applicable
federal and state securities laws to Consummate the Exchange Offer; provided,
however, that in no event shall such period be less than 20 business days. The
Company and the Guarantors shall cause the Exchange Offer to comply with all
applicable federal and state securities laws. No securities other than the
Exchange Notes shall be included in the Exchange Offer Registration Statement.
The Company and the Guarantors shall use their respective commercially
reasonable efforts to cause the Exchange Offer to be Consummated on the earliest
practicable date after the Exchange Offer Registration Statement has become
effective, but in no event later than within 30 days of the Exchange Offer
Effectiveness Deadline (the "EXCHANGE OFFER CONSUMMATION DEADLINE").

          (c) The Company shall include a "Plan of Distribution" section in the
Prospectus contained in the Exchange Offer Registration Statement and indicate
therein that any Broker-Dealer who holds Transfer Restricted Securities that
were acquired for the account of such Broker-Dealer as a result of market-making
activities or other trading activities (other than Notes acquired directly from
the Company or any Affiliate of the Company) may exchange such Transfer
Restricted Securities pursuant to the Exchange Offer. Such "Plan of
Distribution" section shall also contain all other information with respect to
such sales by such Broker-Dealers that the Commission may require in order to
permit such sales pursuant thereto, but such "Plan of Distribution" shall not
name any such Broker-Dealer or disclose the amount of Transfer Restricted
Securities held by any such Broker-Dealer, except to the extent required by the
Commission as a result of a change in policy, rules or regulations after the
date of this Agreement.

          Because such Broker-Dealer may be deemed to be an "underwriter" within
the meaning of the Act and must, therefore, deliver a prospectus meeting the
requirements of the Act in connection with its initial sale of any Exchange
Notes received by such Broker-Dealer in the Exchange Offer, the Company and the
Guarantors shall permit the use of the Prospectus contained in the Exchange
Offer Registration Statement by such Broker-Dealer to satisfy such prospectus
delivery requirement. To the extent necessary to ensure that the prospectus
contained in the Exchange Offer Registration Statement is available for sales of
Exchange Notes by Broker-Dealers, the Company and the Guarantors agree to use
their respective commercially reasonable efforts to keep the Exchange Offer
Registration Statement continuously effective, supplemented and amended as
required by and subject to the provisions of Section 6(a) and (c) hereof and in
conformity with the requirements of this Agreement, the Act and the policies,
rules and regulations of the Commission as announced from time to time, for a
period of 180 days from the date on which the Exchange Offer is Consummated or
such shorter period as will terminate when all Transfer Restricted Securities
covered by such Registration Statement have been sold pursuant thereto. The
Company shall provide sufficient copies of the latest version of


                                        4

such Prospectus to such Broker-Dealers, promptly upon request, and in no event
later than two days after such request, at any time during such period.

SECTION 4. SHELF REGISTRATION

          (a) Shelf Registration. If (i) the Exchange Offer is not permitted by
applicable law or Commission policy (after the Company and the Guarantors have
complied with the procedures set forth in Section 6(a)(i) below) or (ii) if any
Holder of Transfer Restricted Securities shall notify the Company prior to the
20th day following the Consummation of the Exchange Offer that (A) such Holder
was prohibited by law or Commission policy from participating in the Exchange
Offer or (B) such Holder may not resell the Exchange Notes acquired by it in the
Exchange Offer to the public without delivering a prospectus and the Prospectus
contained in the Exchange Offer Registration Statement is not appropriate or
available for such resales by such Holder or (C) such Holder is a Broker-Dealer
and holds Notes acquired directly from the Company or any of its Affiliates,
then the Company and the Guarantors shall:

          (x) use their commercially reasonable efforts to cause to be filed, on
     or prior to 30 days after the earlier of (i) the date on which the Company
     determines that the Exchange Offer Registration Statement cannot be filed
     as a result of clause (a)(i) above and (ii) the date on which the Company
     receives the notice specified in clause (a)(ii) above (such earlier date,
     the "SHELF FILING DEADLINE,") a shelf registration statement pursuant to
     Rule 415 under the Act (which may be an amendment to the Exchange Offer
     Registration Statement (the "SHELF REGISTRATION STATEMENT")), relating to
     all Transfer Restricted Securities; and

          (y) use their commercially reasonable efforts to cause such Shelf
     Registration Statement to become effective on or prior to 90 days after the
     Shelf Filing Deadline (such 90th day, the "SHELF EFFECTIVENESS DEADLINE").

          If, after the Company has and the Guarantors have filed an Exchange
Offer Registration Statement that satisfies the requirements of Section 3(a)
above, the Company and the Guarantors are required to file and make effective a
Shelf Registration Statement solely because the Exchange Offer is not permitted
under applicable federal law or Commission policy (i.e., clause (a)(i) above),
then the filing of the Exchange Offer Registration Statement shall be deemed to
satisfy the requirements of clause (x) above; provided that, in such event, the
Company and the Guarantors shall remain obligated to meet the Shelf
Effectiveness Deadline set forth in clause (y).

          To the extent necessary to ensure that the Shelf Registration
Statement is available for sales of Transfer Restricted Securities by the
Holders thereof entitled to the benefit of this Section 4(a) and the other
securities required to be registered therein pursuant to Section 6(b)(ii)
hereof, the Company and the Guarantors shall use their commercially reasonable
efforts to keep any Shelf Registration Statement required by this Section 4(a)
continuously effective, supplemented and amended as required by and subject to
the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure
that it is available for resale of Notes by the Holders of Transfer Restricted
Securities entitled to the benefits of this Section 4(a) and to ensure that it


                                        5

conforms with the requirements of this Agreement, the Act and the policies,
rules and regulations of the Commission as announced from time to time, for a
period of at least two years (as extended pursuant to Section 6(c)(i)) following
the Closing Date, or such shorter period as will terminate when all Transfer
Restricted Securities covered by such Shelf Registration Statement (i) have been
sold pursuant thereto or (ii) are no longer restricted securities (as defined in
Rule 144 under the Act, or any successor rule thereof); provided, however, that
the Company and the Guarantors shall not be obligated to keep the Shelf
Registration Statement continuously effective to the extent set forth above, or
to keep the prospectus included therein usable for offers and sales of Transfer
Restricted Securities, if (i) the Company and the Guarantors determine, in their
reasonable judgment, after seeking the advice of counsel, that the continued
effectiveness of the Shelf Registration Statement or usability of any prospectus
included therein would (x) require the disclosure of material information, which
the Company has a bona fide business reason for preserving as confidential, or
(y) interfere with any financing, acquisition, corporate reorganization or other
material transaction or development involving the Company or any of the
Guarantors or the contemplated timing thereof, and (ii) the Company promptly
thereafter complies with the requirements of Section 6(e) hereof, if applicable.
The number of days of any actual suspension period shall be added on to the end
of the two year period specified above. Any such period during which the Company
is excused from keeping the Shelf Registration Statement effective in the
prospectus included therein usable for offers and sales of Exchange Notes is
referred to herein as a "suspension period". A suspension period shall commence
on and include the date that the Company gives notice that the Shelf
Registration Statement is no longer effective or the prospectus included therein
is no longer usable for offers and sales of Exchange Notes and shall end on the
earlier to occur of (1) the date on which each seller of Exchange Notes covered
by the Shelf Registration Statement either receives the copies of the
supplemented or amended prospectus contemplated by Section 6(e) hereof or is
advised in writing by the Company that the use of the prospectus may be resumed,
and (2) the occurrence of a Suspension Period Limit (as defined below). There
shall be no more than two (2) Suspension Periods in any twelve month period, the
aggregate number of days of such Suspension Periods shall not exceed 90 days in
such twelve month period and no Suspension Period shall exceed 60 days. The
Company shall be deemed not to have used their commercially reasonable efforts
to keep the Shelf Registration Statement effective during the requisite period
if they voluntarily take any action (other than an action permitted by this
Section 4(a)) that would result in Holders of Transfer Restricted
Securities/Exchange Notes covered thereby not being able to offer and sell such
securities during that period, unless such action is required by applicable law.

          (b) Provision by Holders of Certain Information in Connection with the
Shelf Registration Statement. No Holder of Transfer Restricted Securities may
include any of its Transfer Restricted Securities in any Shelf Registration
Statement pursuant to this Agreement unless and until such Holder furnishes to
the Company in writing, within 20 days after receipt of a request therefor, the
information specified in Item 507 or 508 of Regulation S-K, as applicable, of
the Act or such other information as the Company may reasonably request for use
in connection with any Shelf Registration Statement or Prospectus or preliminary
Prospectus included therein. No Holder of Transfer Restricted Securities shall
be entitled to liquidated damages pursuant to Section 5 hereof unless and until
such Holder shall have provided all such information. By its acceptance of
Transfer Restricted Securities, each Holder agrees to promptly furnish all
additional information required to be disclosed in order to make the information
previously furnished to the Company by such Holder not materially misleading.


                                        6

SECTION 5. LIQUIDATED DAMAGES

          If (i) the Shelf Registration Statement required by this Agreement is
not filed with the Commission on or prior to the Shelf Filing Deadline, (ii) the
Shelf Registration Statement has not been declared effective by the Commission
on or prior to the Shelf Effectiveness Deadline, (iii) the Exchange Offer has
not been Consummated on or prior to the Exchange Offer Consummation Deadline or
(iv) any Registration Statement required by this Agreement is filed and declared
effective but shall thereafter cease to be effective or fail to be usable for
its intended purpose, except as provided herein, without being succeeded within
two business days by a post-effective amendment to such Registration Statement
that cures such failure and that is itself declared effective within five
business days of filing such post-effective amendment to such Registration
Statement (each such event referred to in clauses (i) through (iv), a
"REGISTRATION DEFAULT"), then the Company and the Guarantors hereby jointly and
severally agree to pay to each Holder of Transfer Restricted Securities affected
thereby liquidated damages in an amount equal to $.05 per week per $1,000 in
principal amount of Transfer Restricted Securities held by such Holder for each
week or portion thereof that the Registration Default continues for the first
90-day period immediately following the occurrence of such Registration Default.
The amount of the liquidated damages shall increase by an additional $.05 per
week per $1,000 in principal amount of Transfer Restricted Securities with
respect to each subsequent 90-day period until all Registration Defaults have
been cured, up to a maximum amount of liquidated damages of $.50 per week per
$1,000 in principal amount of Transfer Restricted Securities; provided that the
Company and the Guarantors shall in no event be required to pay liquidated
damages for more than one Registration Default at any given time.
Notwithstanding anything to the contrary set forth herein, (1) upon filing of
the Shelf Registration Statement, in the case of (i) above, (2) upon the
effectiveness of the Shelf Registration Statement, in the case of (ii) above,
(3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4)
upon the filing of a post-effective amendment to the Registration Statement or
an additional Registration Statement that causes the Exchange Offer Registration
Statement (and/or, if applicable, the Shelf Registration Statement) to again be
declared effective or made usable in the case of (iv) above, the liquidated
damages payable with respect to the Transfer Restricted Securities as a result
of such clause (i), (ii), (iii) or (iv), as applicable, shall cease.

          All accrued liquidated damages shall be paid to the Holders entitled
thereto in the manner provided for the payment of interest in the Indenture, on
each Interest Payment Date, as more fully set forth in the Indenture and the
Notes. Notwithstanding the fact that any securities for which liquidated damages
are due cease to be Transfer Restricted Securities, all obligations of the
Company and the Guarantors to pay liquidated damages with respect to securities
shall survive until such time as such obligations with respect to such
securities shall have been satisfied in full.

SECTION 6. REGISTRATION PROCEDURES

          (a) Exchange Offer Registration Statement. In connection with the
Exchange Offer, the Company and the Guarantors shall (x) comply with all
applicable provisions of Section 6(c) below, (y) use their respective
commercially reasonable efforts to effect such exchange and to permit the resale
of Exchange Notes by any Broker-Dealer that tendered Notes in the Exchange Offer
that such Broker-Dealer acquired for its own account as a result of its


                                        7

market making activities or other trading activities (other than Notes acquired
directly from the Company or any of its Affiliates) being sold in accordance
with the intended method or methods of distribution thereof, and (z) comply with
all of the following provisions:

          (i) If, following the date hereof, there has been announced a change
     in applicable law or Commission policy with respect to exchange offers such
     as the Exchange Offer that in the reasonable opinion of counsel to the
     Company raises a question as to whether the Exchange Offer is permitted by
     applicable federal law, the Company and the Guarantors hereby agree to seek
     a no-action letter or other favorable decision from the Commission allowing
     the Company and the Guarantors to Consummate an Exchange Offer for such
     Transfer Restricted Securities. The Company and the Guarantors hereby agree
     to pursue the issuance of such a decision to the Commission staff level,
     but shall not be required to take commercially unreasonable action to
     effect a change of Commission policy. In connection with the foregoing, the
     Company and the Guarantors hereby agree to take all such other reasonable
     actions as may be requested by the Commission or otherwise required in
     connection with the issuance of such decision, including without limitation
     (A) participating in telephonic conferences with the Commission staff, (B)
     delivering to the Commission staff an analysis prepared by counsel to the
     Company setting forth the legal bases, if any, upon which such counsel has
     concluded that such an Exchange Offer should be permitted and (C)
     diligently pursuing a resolution (which need not be favorable) by the
     Commission staff.

          (ii) As a condition to its participation in the Exchange Offer
     pursuant to the terms of this Agreement, each Holder of Transfer Restricted
     Securities (including, without limitation, any Holder who is a Broker
     Dealer) shall furnish, upon the request of the Company, prior to the
     Consummation of the Exchange Offer, a written representation to the Company
     and the Guarantors (which may be contained in the letter of transmittal
     contemplated by the Exchange Offer Registration Statement) to the effect
     that (A) it is not an Affiliate of the Company, (B) it is not engaged in,
     and does not intend to engage in, and has no arrangement or understanding
     with any person to participate in, a distribution of the Exchange Notes to
     be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes
     in its ordinary course of business. In addition, all such Holders of
     Transfer Restricted Securities shall otherwise cooperate in the Company's
     preparations for the Exchange Offer. Each Holder using the Exchange Offer
     to participate in a distribution of the Exchange Notes will be required to
     acknowledge and agree that, if the resales are of Exchange Notes obtained
     by such Holder in exchange for Notes acquired directly from the Company or
     an Affiliate thereof, it (1) could not, under Commission policy as in
     effect on the date of this Agreement, rely on the position of the
     Commission enunciated in Morgan Stanley and Co., Inc. (available June 5,
     1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as
     interpreted in the Commission's letter to Shearman & Sterling dated July 2,
     1993, and similar no-action letters (including, if applicable, any
     no-action letter obtained pursuant to clause (i) above), and (2) must
     comply with the registration and prospectus delivery requirements of the
     Act in connection with a secondary resale transaction and that such a
     secondary resale transaction must be covered by an effective registration
     statement containing the


                                        8

     selling security holder information required by Item 507 or 508, as
     applicable, of Regulation S-K.

          (iii) Prior to effectiveness of the Exchange Offer Registration
     Statement, the Company and the Guarantors shall provide a supplemental
     letter to the Commission (A) stating that the Company and the Guarantors
     are registering the Exchange Offer in reliance on the position of the
     Commission enunciated in Exxon Capital Holdings Corporation (available May
     13, 1988), Morgan Stanley and Co., Inc. (available June 5, 1991) as
     interpreted in the Commission's letter to Shearman & Sterling dated July 2,
     1993, and, if applicable, any no-action letter obtained pursuant to clause
     (i) above, (B) including a representation that neither the Company nor any
     Guarantor has entered into any arrangement or understanding with any person
     to distribute the Exchange Notes to be received in the Exchange Offer and
     that, to the best of the Company's and each Guarantor's information and
     belief, each Holder participating in the Exchange Offer is acquiring the
     Exchange Notes in its ordinary course of business and has no arrangement or
     understanding with any Person to participate in the distribution of the
     Exchange Notes received in the Exchange Offer and (C) any other undertaking
     or representation required by the Commission as set forth in any no-action
     letter obtained pursuant to clause (i) above, if applicable.

          (b) Shelf Registration Statement. In connection with the Shelf
Registration Statement, the Company and the Guarantors shall:

          (i) comply with all the provisions of Section 6(c) and 6(d) below and
     use their respective commercially reasonable efforts to effect such
     registration to permit the sale of the Transfer Restricted Securities being
     sold in accordance with the intended method or methods of distribution
     thereof (as indicated in the information furnished to the Company pursuant
     to Section 4(b) hereof), and pursuant thereto the Company and the
     Guarantors will prepare and file with the Commission a Registration
     Statement relating to the registration on any appropriate form under the
     Act, which form shall be available for the sale of the Transfer Restricted
     Securities in accordance with the intended method or methods of
     distribution thereof within the time periods and otherwise in accordance
     with the provisions hereof; and

          (ii) issue, upon the request of any Holder or purchaser of Notes
     covered by any Shelf Registration Statement contemplated by this Agreement,
     Exchange Notes having an aggregate principal amount equal to the aggregate
     principal amount of Notes sold pursuant to the Shelf Registration Statement
     and surrendered to the Company for cancellation; the Company and the
     Guarantors shall register Exchange Notes and the related Subsidiary
     Guarantees on the Shelf Registration Statement for this purpose and issue
     the Exchange Notes to the purchaser(s) of securities subject to the Shelf
     Registration Statement in the names as such purchaser(s) shall designate.

          (c) General Provisions. In connection with any Registration Statement
and any related Prospectus required by this Agreement, the Company and the
Guarantors shall:


                                        9

          (i) use their respective commercially reasonable efforts to keep such
     Registration Statement continuously effective and provide all requisite
     financial statements for the period specified in Section 3 or 4 of this
     Agreement, as applicable. Upon the occurrence of any event that would cause
     any such Registration Statement or the Prospectus contained therein (A) to
     contain an untrue statement of material fact or omit to state any material
     fact necessary to make the statements therein, in light of the
     circumstances under which they were made, not misleading or (B) not to be
     effective and usable for resale of Transfer Restricted Securities during
     the period required by this Agreement, the Company and the Guarantors shall
     file promptly an appropriate amendment to such Registration Statement
     curing such defect, and, if Commission review is required, use their
     respective commercially reasonable efforts to cause such amendment to be
     declared effective as soon as practicable; if at any time the Commission
     shall issue any stop order suspending the effectiveness of any Registration
     Statement, or any state securities commission or other regulatory authority
     shall issue an order suspending the qualification or exemption from
     qualification of the Transfer Restricted Securities under state securities
     or Blue Sky laws, the Company and the Guarantors shall use their respective
     commercially reasonable efforts to obtain the withdrawal or lifting of such
     order at the earliest possible time;

          (ii) prepare and file with the Commission such amendments and
     post-effective amendments to the applicable Registration Statement as may
     be necessary to keep such Registration Statement effective for the
     applicable period set forth in Section 3 or 4 hereof, as the case may be,
     or such shorter period as will terminate when all Transfer Restricted
     Securities covered by such Registration Statement have been sold; cause the
     Prospectus to be supplemented by any required Prospectus supplement, and as
     so supplemented to be filed pursuant to Rule 424 under the Act, and to
     comply fully with Rules 424, 430A and 462, as applicable, under the Act in
     a timely manner; and comply with the provisions of the Act with respect to
     the disposition of all securities covered by such Registration Statement
     during the applicable period in accordance with the intended method or
     methods of distribution by the sellers thereof set forth in such
     Registration Statement or supplement to the Prospectus;

          (iii) in connection with any sale of Transfer Restricted Securities
     that will result in such securities no longer being Transfer Restricted
     Securities, use commercially reasonable efforts to cooperate with the
     Holders to facilitate the timely preparation and delivery of certificates
     representing Transfer Restricted Securities to be sold and not bearing any
     restrictive legends; and to use commercially reasonable efforts to register
     such Transfer Restricted Securities in such denominations and such names as
     the selling Holders may request at least two business days prior to such
     sale of Transfer Restricted Securities;

          (iv) use their respective commercially reasonable efforts to cause the
     disposition of the Transfer Restricted Securities covered by the
     Registration Statement to be registered with or approved by such other
     governmental agencies or authorities as may be necessary to enable the
     seller or sellers thereof to consummate the disposition of such Transfer
     Restricted Securities; provided, however, that neither the Company nor any
     Guarantor shall be required to register or qualify as a foreign corporation
     where it is not


                                       10

     now so qualified or to take any action that would subject it to the service
     of process in suits or to taxation, other than as to matters and
     transactions relating to the Registration Statement, in any jurisdiction
     where it is not now so subject;

          (v) provide a CUSIP number for all Transfer Restricted Securities not
     later than the effective date of a Registration Statement covering such
     Transfer Restricted Securities and provide the Trustee under the Indenture
     with certificates for the Transfer Restricted Securities which are in a
     form eligible for deposit with The Depository Trust Company;

          (vi) otherwise use their respective commercially reasonable efforts to
     comply with all applicable rules and regulations of the Commission, and
     make generally available to its security holders as soon as practical with
     regard to any applicable Registration Statement, as soon as practicable, a
     consolidated earnings statement meeting the requirements of Rule 158 (which
     need not be audited) covering a twelve-month period beginning after the
     effective date of the Registration Statement (as such term is defined in
     paragraph (c) of Rule 158 under the Act); and

          (vii) cause the Indenture to be qualified under the TIA not later than
     the effective date of the first Registration Statement required by this
     Agreement and, in connection therewith, cooperate with the Trustee and the
     Holders to effect such changes to the Indenture as may be required for such
     Indenture to be so qualified in accordance with the terms of the TIA; and
     execute and use their respective commercially reasonable efforts to cause
     the Trustee to execute, all documents that may be required to effect such
     changes and all other forms and documents required to be filed with the
     Commission to enable such Indenture to be so qualified in a timely manner.

          (d) Additional Provisions Applicable to Shelf Registration Statements
and Certain Exchange Offer Prospectuses. In connection with each Shelf
Registration Statement, and each Exchange Offer Registration Statement if and to
the extent that an Initial Purchaser has notified the Company that it is a
holder of Exchange Notes that are Transfer Restricted Securities (for so long as
such Exchange Notes are Transfer Restricted Securities or for the period
provided in Section 3, whichever is shorter), the Company and the Guarantors
shall:

          (i) advise each Holder promptly and, if requested by such Holder,
     confirm such advice in writing, (A) when the Prospectus or any Prospectus
     supplement or post-effective amendment has been filed, and, with respect to
     any applicable Registration Statement or any post-effective amendment
     thereto, when the same has become effective, (B) of any request by the
     Commission for amendments to the Registration Statement or amendments or
     supplements to the Prospectus or for additional information relating
     thereto, (C) of the issuance by the Commission of any stop order suspending
     the effectiveness of the Registration Statement under the Act or of the
     suspension by any state securities commission of the qualification of the
     Transfer Restricted Securities for offering or sale in any jurisdiction, or
     the initiation of any proceeding for any of the preceding purposes, (D) of
     the existence of any fact or the happening of any event that makes any
     statement of a material fact made in the Registration Statement, the
     Prospectus, any amendment or supplement thereto or any document
     incorporated by


                                       11

     reference therein untrue, or that requires the making of any additions to
     or changes in the Registration Statement in order to make the statements
     therein, in light of the circumstances under which they were made, not
     misleading, or that requires the making of any additions to or changes in
     the Prospectus in order to make the statements therein, in the light of the
     circumstances under which they were made, not misleading;

          (ii) if any fact or event contemplated by Section 6(d)(i)(D) above
     shall exist or have occurred, prepare a supplement or post-effective
     amendment to the Registration Statement or related Prospectus or any
     document incorporated therein by reference or file any other required
     document so that, as thereafter delivered to the purchasers of Transfer
     Restricted Securities, the Prospectus will not contain an untrue statement
     of a material fact or omit to state any material fact necessary to make the
     statements therein, in the light of the circumstances under which they were
     made, not misleading;

          (iii) furnish to each Holder in connection with such exchange or sale,
     if any, before filing with the Commission, copies of any Registration
     Statement or any Prospectus included therein (except the Prospectus
     included in the Exchange Offer Registration Statement at the time it was
     declared effective) or any amendments or supplements to any such
     Registration Statement or Prospectus (including all documents incorporated
     by reference after the initial filing of such Registration Statement),
     which documents will be subject to the review and comment of such Holders
     in connection with such sale, if any, for a period of at least five
     business days, and the Company will not file any such Registration
     Statement or Prospectus or any amendment or supplement to any such
     Registration Statement or Prospectus (including all such documents
     incorporated by reference) to which such Holders shall reasonably object
     within five business days after the receipt thereof. With respect this
     Section 6(d)(iii), a Holder shall be deemed to have reasonably objected to
     such filing if such Registration Statement, amendment, Prospectus or
     supplement, as applicable, as proposed to be filed, contains an untrue
     statement of a material fact or omits to state any material fact necessary
     to make the statements therein not misleading or fails to comply with the
     applicable requirements of the Act, except, in each case, where such untrue
     statement or omission of a material fact is made in any proposed
     Registration Statement, amendment, Prospectus or supplement, as applicable,
     in reliance upon and in conformity with written information furnished to
     the Company or any Guarantor by or on behalf of such Holder specifically
     for inclusion therein and the Company and each Guarantor have otherwise
     complied with this Section 6(d)(iii) with respect to such proposed
     Registration Statement, amendment, Prospectus or supplement, as applicable;

          (iv) promptly prior to the filing of any document that is to be
     incorporated by reference into an Exchange Offer Registration Statement or
     Prospectus contained therein, provide copies of such document to each
     Holder that is an Initial Purchaser in connection with such exchange or
     sale, if any, make the Company's and the Guarantors' representatives
     available for discussion of such document and other customary due diligence
     matters, and include such information in such document prior to the filing
     thereof as such Holders that are Initial Purchasers may reasonably request;


                                       12

          (v) subject to an express agreement of confidentiality, make
     available, at reasonable times, for inspection by each Holder and any
     attorney or accountant retained by such Holders, all financial and other
     records, pertinent corporate documents of the Company and the Guarantors
     and cause the Company's and the Guarantors' officers, directors and
     employees to supply all information reasonably requested by any such
     Holder, attorney or accountant in connection with such Registration
     Statement or any pre-effective amendment thereto subsequent to the filing
     thereof and prior to its effectiveness;

          (vi) if requested by any Holders in connection with such exchange or
     sale, promptly incorporate in any Registration Statement or Prospectus,
     pursuant to a supplement or post-effective amendment if necessary, such
     information as such Holders may reasonably request to have included
     therein, including the "Plan of Distribution" of the Transfer Restricted
     Securities; and make all required filings of such Prospectus supplement or
     post-effective amendment as soon as practicable after the Company is
     notified of the matters to be included in such Prospectus supplement or
     post-effective amendment;

          (vii) furnish to each Holder in connection with such exchange or sale
     without charge, at least one copy of the Registration Statement, as first
     filed with the Commission, and of each amendment thereto, including all
     documents incorporated by reference therein and all exhibits (including
     exhibits incorporated therein by reference);

          (viii) deliver to each Holder without charge, as many copies of the
     Prospectus (including each preliminary prospectus) and any amendment or
     supplement thereto as such Persons reasonably may request; the Company and
     the Guarantors hereby consent to the use (in accordance with law) of the
     Prospectus and any amendment or supplement thereto by each selling Holder
     in connection with the offering and the sale of the Transfer Restricted
     Securities covered by the Prospectus or any amendment or supplement
     thereto;

          (ix) upon the request of any Holder, enter into such agreements
     (including underwriting agreements in a form customary for similar
     transactions) and make such representations and warranties and take all
     such other actions in connection therewith in order to expedite or
     facilitate the disposition of the Transfer Restricted Securities pursuant
     to any applicable Registration Statement contemplated by this Agreement as
     may be reasonably requested by any Holder in connection with any sale or
     resale pursuant to any applicable Registration Statement. In such
     connection, the Company and the Guarantors shall:

               (A) upon request of any Holder, furnish (or in the case of
          paragraphs (2) and (3), use their respective commercially reasonable
          efforts to cause to be furnished) to each Holder, upon Consummation of
          the Exchange Offer or upon the effectiveness of the Shelf Registration
          Statement, as the case may be:

                    (1) a certificate, dated such date, signed on behalf of the
               Company and each Guarantor by (x) the President or any Vice
               President and (y) a principal financial or accounting officer of
               the Company and


                                       13

               such Guarantor, confirming, as of the date thereof, the matters
               set forth in Sections 2(g), 2(h) and 7(i) of the Purchase
               Agreement and such other similar matters as such Holders may
               reasonably request;

                    (2) an opinion, dated the date of Consummation of the
               Exchange Offer or the date of effectiveness of the Shelf
               Registration Statement, as the case may be, of counsel for the
               Company and the Guarantors covering matters similar to those set
               forth in paragraph (c) of Section 7 of the Purchase Agreement and
               such other matters as such Holder may request as are commercially
               reasonable, and in any event including a statement to the effect
               that such counsel has participated in conferences with officers
               and other representatives of the Company and the Guarantors and
               has considered the matters required to be stated therein and the
               statements contained therein, although such counsel has not
               independently verified the accuracy, completeness or fairness of
               such statements; and that such counsel advises that, on the basis
               of the foregoing (relying as to materiality upon facts provided
               to such counsel by officers and other representatives of the
               Company and without independent check or verification), no facts
               came to such counsel's attention that caused such counsel to
               believe that the applicable Registration Statement, at the time
               such Registration Statement or any post-effective amendment
               thereto became effective and, in the case of the Exchange Offer
               Registration Statement, as of the date of Consummation of the
               Exchange Offer, contained an untrue statement of a material fact
               or omitted to state a material fact required to be stated therein
               or necessary to make the statements, therein in light of the
               circumstances under which they were made, not misleading, or that
               the Prospectus contained in such Registration Statement as of its
               date and, in the case of the opinion dated the date of
               Consummation of the Exchange Offer, as of the date of
               Consummation, contained an untrue statement of a material fact or
               omitted to state a material fact necessary in order to make the
               statements therein, in the light of the circumstances under which
               they were made, not misleading. Without limiting the foregoing,
               such counsel may state further that such counsel assumes no
               responsibility for, and has not independently verified, the
               accuracy, completeness or fairness of the financial statements,
               notes and schedules and other financial and accounting data
               included in any Registration Statement contemplated by this
               Agreement or the related Prospectus; and

                    (3) a customary comfort letter, dated the date of
               Consummation of the Exchange Offer, or as of the date of
               effectiveness of the Shelf Registration Statement, as the case
               may be, from the Company's independent accountants at such time,
               in the customary form and covering matters of the type
               customarily covered in comfort letters to underwriters in
               connection with underwritten offerings, and affirming the matters
               set forth in the comfort letters delivered pursuant to Section
               7(f) of the Purchase Agreement (provided, that if such a letter
               is unable to be


                                       14

               delivered by Ernst & Young, LLP or another auditing firm of
               national reputation, such a failure shall not result in a
               violation of this Agreement if financial due diligence with
               respect to the Company is completed in the reasonable
               satisfaction of such Holder); and

               (B) deliver such other documents and certificates as may be
          reasonably requested by the selling Holders to evidence compliance
          with the matters covered in clause (A) above and with any customary
          conditions contained in any agreement entered into by the Company and
          the Guarantors pursuant to this clause (ix);

          (x) prior to any public offering of Transfer Restricted Securities,
     cooperate with the selling Holders that are Initial Purchasers and their
     counsel in connection with the registration and qualification of the
     Transfer Restricted Securities under the securities or Blue Sky laws of
     such jurisdictions as the selling Holders may reasonably request and do any
     and all other acts or things reasonably necessary or advisable to enable
     the disposition in such jurisdictions of the Transfer Restricted Securities
     covered by the applicable Registration Statement; provided, however, that
     neither the Company nor any Guarantor shall be required to register or
     qualify as a foreign corporation where it is not now so qualified or to
     take any action that would subject it to the service of process in suits or
     to taxation, other than as to matters and transactions relating to the
     Registration Statement, in any jurisdiction where it is not now so subject;
     and

          (xi) provide promptly to each Holder, upon request, each document
     filed with the Commission pursuant to the requirements of Section 13 or
     Section 15(d) of the Exchange Act.

          (e) Restrictions on Holders. Each Holder's acquisition of a Transfer
Restricted Security constitutes such Holder's agreement that, upon receipt of
the notice referred to in Section 6(d)(i)(C) or any notice from the Company of
the existence of any fact of the kind described in Section 6(d)(i)(D) hereof (in
each case, a "SUSPENSION NOTICE"), such Holder will forthwith discontinue
disposition of Transfer Restricted Securities pursuant to the applicable
Registration Statement until (i) such Holder has received copies of the
supplemented or amended Prospectus contemplated by Section 6(d)(ii) hereof, or
(ii) such Holder is advised in writing by the Company that the use of the
Prospectus may be resumed, and has received copies of any additional or
supplemental filings that are incorporated by reference in the Prospectus (in
each case, the "RECOMMENCEMENT DATE"). Each Holder receiving a Suspension Notice
shall be required to either (i) destroy any Offering Memoranda, other than
permanent file copies, then in such Holder's possession which have been replaced
by the Company with more recently dated Offering Memoranda or (ii) deliver to
the Company (at the Company's expense) all copies, other than permanent file
copies, then in such Holder's possession of the Prospectus covering such
Transfer Restricted Securities that was current at the time of receipt of the
Suspension Notice. The time period regarding the effectiveness of such
Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall
be extended by a number of days equal to the number of days in the period from
and including the date of delivery of the Suspension Notice to the
Recommencement Date.


                                       15

SECTION 7. REGISTRATION EXPENSES

          (a) All expenses incident to the Company's and the Guarantors'
performance of or compliance with this Agreement will be borne by the Company,
regardless of whether a Registration Statement becomes effective, including
without limitation: (i) all registration and filing fees and expenses; (ii) all
fees and expenses of compliance with federal securities and state Blue Sky or
securities laws; (iii) all expenses of printing (including certificates for the
Exchange Notes to be issued in the Exchange Offer and printing of Prospectuses,
messenger and delivery services and telephone; (iv) all fees and disbursements
of counsel for the Company, the Guarantors and as set forth in subparagraph (b)
below, one counsel for the Holders of Transfer Restricted Securities which shall
be Latham & Watkins LLP or such other counsel as may be selected by a majority
of such Holders; (v) all application and filing fees in connection with listing
the Exchange Notes on a national securities exchange or automated quotation
system pursuant to the requirements hereof; and (vi) all fees and disbursements
of independent certified public accountants of the Company and the Guarantors
(including the expenses of any special audit and comfort letters required by or
incident to such performance).

          The Company will, in any event, bear its and the Guarantors' internal
expenses (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties), the expenses of
any annual audit and the fees and expenses of any Person, including special
experts, retained by the Company or the Guarantors.

          (b) In connection with any Registration Statement required by this
Agreement (including, without limitation, the Exchange Offer Registration
Statement and the Shelf Registration Statement), the Company and the Guarantors
will reimburse the Initial Purchasers and the Holders of Transfer Restricted
Securities who are tendering Notes into in the Exchange Offer and/or selling or
reselling Notes or Exchange Notes pursuant to the "Plan of Distribution"
contained in the Exchange Offer Registration Statement or the Shelf Registration
Statement, as applicable, for the reasonable fees and disbursements of not more
than one counsel, who shall be Latham & Watkins LLP unless another firm shall be
chosen by the Holders of a majority in principal amount of the Transfer
Restricted Securities for whose benefit such Registration Statement is being
prepared.

SECTION 8. INDEMNIFICATION

          (a) The Company and the Guarantors agree, jointly and severally, to
indemnify and hold harmless each Holder, its directors, officers and each
Person, if any, who controls such Holder (within the meaning of Section 15 of
the Act or Section 20 of the Exchange Act), from and against any and all losses,
claims, damages, liabilities, judgments, (including without limitation, any
reasonable legal or other expenses incurred in connection with investigating or
defending any matter, including any action that could give rise to any such
losses, claims, damages, liabilities or judgments) caused by any untrue
statement or alleged untrue statement of a material fact contained in any
Registration Statement, preliminary prospectus or Prospectus (or any amendment
or supplement thereto) provided by the Company to any Holder or any prospective
purchaser of Exchange Notes or registered Notes, or caused by any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, provided, however,
that the Company


                                       16

and the Guarantors shall not be liable in any such case to the extent that any
such loss, claim, damage, liability or action arises out of, or is based upon,
any untrue statement or alleged untrue statement or omission or alleged omission
made in any such Registration Statement or any Prospectus forming part thereof
or in any such amendment or supplement in reliance upon and in conformity with
written information relating to any of the Holders furnished in writing to the
Company or any Guarantor by or on behalf of any Holder specifically for
inclusion therein.

          (b) By its acquisition of Transfer Restricted Securities, each Holder
of Transfer Restricted Securities agrees, severally and not jointly, to
indemnify and hold harmless the Company and the Guarantors, and their respective
directors and officers, and each person, if any, who controls (within the
meaning of Section 15 of the Act or Section 20 of the Exchange Act) the Company
or the Guarantors to the same extent as the foregoing indemnity from the Company
and the Guarantors set forth in section (a) above, but only with reference to
information relating to such Holder furnished in writing to the Company by such
Holder expressly for use in any Registration Statement. In no event shall any
Holder, its directors, officers or any Person who controls such Holder be liable
or responsible for any amount in excess of the amount by which the total amount
received by such Holder with respect to its sale of Transfer Restricted
Securities pursuant to a Registration Statement exceeds (i) the amount paid by
such Holder for such Transfer Restricted Securities and (ii) the amount of any
damages that such Holder, its directors, officers or any Person who controls
such Holder has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission.

          (c) In case any action shall be commenced involving any person in
respect of which indemnity may be sought pursuant to Section 8(a) or 8(b) (the
"INDEMNIFIED PARTY"), the indemnified party shall promptly notify the person
against whom such indemnity may be sought (the "INDEMNIFYING PERSON") in writing
and the indemnifying party shall assume the defense of such action, including
the employment of counsel reasonably satisfactory to the indemnified party and
the payment of all fees and expenses of such counsel, as incurred (except that
in the case of any action in respect of which indemnity may be sought pursuant
to both Sections 8(a) and 8(b), a Holder shall not be required to assume the
defense of such action pursuant to this Section 8(c), but may employ separate
counsel and participate in the defense thereof, but the fees and expenses of
such counsel, except as provided below, shall be at the expense of the Holder).
Any indemnified party shall have the right to employ separate counsel in any
such action and participate in the defense thereof, but the fees and expenses of
such counsel shall be at the expense of the indemnified party unless (i) the
employment of such counsel shall have been specifically authorized in writing by
the indemnifying party, (ii) the indemnifying party shall have failed to assume
the defense of such action or employ counsel reasonably satisfactory to the
indemnified party or (iii) the named parties to any such action (including any
impleaded parties) include both the indemnified party and the indemnifying
party, and the indemnified party shall have been advised in writing by such
counsel that there may be one or more legal defenses available to it which are
different from or additional to those available to the indemnifying party (in
which case the indemnifying party shall not have the right to assume the defense
of such action on behalf of the indemnified party). In any such case, the
indemnifying party shall not, in connection with any one action or separate but
substantially similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances, be liable for the fees and
expenses of more than one separate firm of attorneys (in addition to any local
counsel) for all


                                       17

indemnified parties and all such fees and expenses shall be reimbursed as they
are incurred. Such firm shall be designated in writing by a majority of the
Holders, in the case of the parties indemnified pursuant to Section 8(a), and by
the Company and the Guarantors, in the case of parties indemnified pursuant to
Section 8(b). The indemnifying party shall indemnify and hold harmless the
indemnified party from and against any and all losses, claims, damages,
liabilities and judgments by reason of any settlement of any action (i) effected
with its written consent or (ii) effected without its written consent if the
settlement is entered into more than 30 business days after the indemnifying
party shall have received a request from the indemnified party for reimbursement
for the fees and expenses of counsel (in any case where such fees and expenses
are at the expense of the indemnifying party) and, prior to the date of such
settlement, the indemnifying party shall have failed to comply with such
reimbursement request. No indemnifying party shall, without the prior written
consent of the indemnified party, effect any settlement or compromise of, or
consent to the entry of judgment with respect to, any pending or threatened
action in respect of which the indemnified party is or could have been a party
and indemnity or contribution may be or could have been sought hereunder by the
indemnified party, unless such settlement, compromise or judgment (i) includes
an unconditional release of the indemnified party from all liability on claims
that are or could have been the subject matter of such action and (ii) does not
include a statement as to or an admission of fault, culpability or a failure to
act, by or on behalf of the indemnified party.

          (d) To the extent that the indemnification provided for in this
Section 8 is unavailable to an indemnified party in respect of any losses,
claims, damages, liabilities or judgments referred to therein, then each
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities or judgments (i) in such proportion
as is appropriate to reflect the relative benefits received by the Company and
the Guarantors on the one hand, and the Holders, on the other hand, from their
initial sale of Transfer Restricted Securities (or in the case of Exchange Notes
that are Transfer Restricted Securities, the sale of the Notes for which such
Exchange Notes were exchanged) or (ii) if the allocation provided by clause
8(d)(i) is not permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause 8(d)(i) above
but also the relative fault of the Company and the Guarantors, on the one hand,
and of the Holder, on the other hand, in connection with the statements or
omissions which resulted in such losses, claims, damages, liabilities or
judgments, as well as any other relevant equitable considerations. The relative
fault of the Company and the Guarantors, on the one hand, and of the Holder, on
the other hand, shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the
Company or such Guarantor, on the one hand, or by the Holder, on the other hand,
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The amount paid or
payable by a party as a result of the losses, claims, damages, liabilities and
judgments referred to above shall be deemed to include, subject to the
limitations set forth in the second paragraph of Section 8(a), any legal or
other fees or expenses reasonably incurred by such party in connection with
investigating or defending any action or claim.

          The Company, the Guarantors and, by its acquisition of Transfer
Restricted Securities, each Holder agree that it would not be just and equitable
if contribution pursuant to


                                       18

this Section 8(d) were determined by pro rata allocation (even if the Holders
were treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable considerations referred
to in the immediately preceding paragraph. The amount paid or payable by an
indemnified party as a result of the losses, claims, damages, liabilities or
judgments referred to in the immediately preceding paragraph shall be deemed to
include, subject to the limitations set forth above, any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any matter, including any action that could have given rise to such
losses, claims, damages, liabilities or judgments. Notwithstanding the
provisions of this Section 8, no Holder, its directors, its officers or any
Person, if any, who controls such Holder shall be required to contribute, in the
aggregate, any amount in excess of the amount by which the total received by
such Holder with respect to the sale of Transfer Restricted Securities pursuant
to a Registration Statement exceeds (i) the amount paid by such Holder for such
Transfer Restricted Securities and (ii) the amount of any damages which such
Holder has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The Holders' obligations to contribute pursuant to this
Section 8(d) are several in proportion to the respective principal amount of
Transfer Restricted Securities held by each Holder hereunder and not joint.

SECTION 9. RULE 144A AND RULE 144

          The Company and each Guarantor agrees with each Holder, for so long as
any Transfer Restricted Securities remain outstanding and during any period in
which the Company or such Guarantor (i) is not subject to Section 13 or 15(d) of
the Exchange Act, to make available, upon request of any Holder, to such Holder
or beneficial owner of Transfer Restricted Securities in connection with any
sale thereof and any prospective purchaser of such Transfer Restricted
Securities designated by such Holder or beneficial owner, the information
required by Rule 144A(d)(4) under the Act in order to permit resales of such
Transfer Restricted Securities pursuant to Rule 144A, and (ii) is subject to
Section 13 or 15(d) of the Exchange Act, to use its commercially reasonable
efforts to make all filings required thereby in a timely manner in order to
permit resales of such Transfer Restricted Securities pursuant to Rule 144.

SECTION 10. MISCELLANEOUS

          (a) No Inconsistent Agreements. The Company and the Guarantors will
not, on or after the date of this Agreement, enter into any agreement with
respect to its their respective securities that is inconsistent with the rights
granted to the Holders in this Agreement or otherwise conflicts with the
provisions hereof The Company and the Guarantors have not previously entered
into any agreement granting any registration rights with respect to their
respective securities to any Person that would require such securities to be
included in any Registration Statement filed hereunder. The rights granted to
the Holders hereunder do not in any way conflict with and are not inconsistent
with the rights granted to the holders of the Company's and the Guarantors'
securities under any agreement in effect on the date hereof.

          (b) Amendments and Waivers. The provisions of this Agreement may not
be amended, modified or supplemented, and waivers or consents to or departures
from the


                                       19

provisions hereof may not be given unless (i) in the case of Section 5 hereof
and this Section 10(c)(i), the Company has obtained the written consent of
Holders of all outstanding Transfer Restricted Securities and (ii) in the case
of all other provisions hereof, the Company has obtained the written consent of
Holders of a majority of the outstanding principal amount of Transfer Restricted
Securities (excluding Transfer Restricted Securities held by the Company or its
Affiliates). Notwithstanding the foregoing, a waiver or consent to departure
from the provisions hereof that relates exclusively to the rights of Holders
whose Transfer Restricted Securities are being tendered pursuant to the Exchange
Offer, and that does not affect directly or indirectly the rights of other
Holders whose Transfer Restricted Securities are not being tendered pursuant to
such Exchange Offer, may be given by the Holders of a majority of the
outstanding principal amount of Transfer Restricted Securities subject to such
Exchange Offer.

          (c) Third Party Beneficiary. The Holders shall be third party
beneficiaries to the agreements made hereunder between the Company and the
Guarantors, on the one hand, and the Initial Purchasers, on the other hand, and
shall have the right to enforce such agreements directly to the extent they may
deem such enforcement necessary or advisable to protect their rights hereunder.

          (d) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail
(registered or certified, return receipt requested), telex, telecopier, or air
courier guaranteeing overnight delivery:

          (i) if to a Holder, at the address set forth on the records of the
     Registrar under the Indenture, with a copy to the Registrar under the
     Indenture; and

          (ii) if to the Company or any of the Guarantors:

               Corrections Corporation of America
               10 Burton Hills Boulevard
               Nashville, Tennessee 37215
               Attention: Irving E. Lingo, Jr.
               Facsimile: (615) 263-3170

               with a copy to

               Bass, Berry & Sims PLC
               315 Deaderick Street, Suite 2700
               Nashville, Tennessee 37238
               Attention: Howard H. Lamar III/ F. Mitchell Walker
               Facsimile: (615) 742-2709/ (615) 742-2775

          All such notices and communications shall be deemed to have been duly
given at the time delivered by hand; when receipt acknowledged, if sent by mail;
when receipt acknowledged, if telecopied; and on the next business day, if
timely delivered to an air courier guaranteeing overnight delivery.


                                       20

          Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee at the
address specified in the Indenture.

          (e) Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the successors and assigns of each of the parties,
including without limitation and without the need for an express assignment,
subsequent Holders; provided, that nothing herein shall be deemed to permit any
assignment, transfer or other disposition of Transfer Restricted Securities in
violation of the terms hereof or of the Purchase Agreement or the Indenture. If
any transferee of any Holder shall acquire Transfer Restricted Securities in any
manner, whether by operation of law or otherwise, such Transfer Restricted
Securities shall be held subject to all of the terms of this Agreement, and by
taking and holding such Transfer Restricted Securities such Person shall be
conclusively deemed to have agreed to be bound by and to perform all of the
terms and provisions of this Agreement, including the restrictions on resale set
forth in this Agreement and, if applicable, the Purchase Agreement, and such
Person shall be entitled to receive the benefits hereof.

          (f) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

          (g) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

          (h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
CONFLICT OF LAW RULES THEREOF.

          (i) Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.

          (j) Entire Agreement. This Agreement is intended by the parties as a
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the registration rights granted with respect to the Transfer
Restricted Securities. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.


                                       21

          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                        Very truly yours,

                                        CORRECTIONS CORPORATION OF AMERICA


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


                                        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

                  Registration Rights Agreement Signature Page

Accepted as of the date first written above:

LEHMAN BROTHERS INC.
J.P. MORGAN SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
WACHOVIA CAPITAL MARKETS, LLC
SG AMERICAS SECURITIES, LLC
AVONDALE PARTNERS
BB&T CAPITAL MARKETS, A DIVISION OF SCOTT & STRINGFELLOW, INC.
FIRST ANALYSIS SECURITIES CORPORATION
JEFFERIES & COMPANY, INC.
MORGAN JOSEPH & CO. INC.
UTENDAHL CAPITAL PARTNERS

By: LEHMAN BROTHERS INC. as Authorized Representative


By: /s/ Stephen Sleigh
    ---------------------------------
Name: Stephen Sleigh
      -------------------------------
Title: Managing Director
      -------------------------------

By: J.P. MORGAN SECURITIES INC. as Authorized Representative


By: /s/ Adam Bernard
    ---------------------------------
Name: Adam Bernard
      -------------------------------
Title: Vice President
      -------------------------------

By: BANC OF AMERICA SECURITIES LLC as Authorized Representative


By: /s/ Douglas W. McCurdy
    ---------------------------------
Name: Douglas W. McCurdy
      -------------------------------
Title: Principal
      -------------------------------

                  Registration Rights Agreement Signature Page

                                   SCHEDULE A

GUARANTORS

CCA Of Tennessee, LLC, a Tennessee limited liability company

Prison Realty Management, Inc., a Tennessee corporation

CCA International, Inc, a Delaware corporation

Technical And Business Institutes Of America, Inc., a Tennessee corporation

CCA Properties Of America, LLC, a Tennessee limited liability company

CCA Properties Of Arizona, LLC, a Tennessee limited liability company

CCA Properties Of Tennessee, LLC, a Tennessee limited liability company

CCA Properties Of Texas, L.P., a Delaware limited partnership

TransCor America LLC, a Tennessee limited liability company

CCA Western Properties, Inc., a Delaware corporation.

                                                                    EXHIBIT 10.2


                                                               Execution Version

                                  $375,000,000

                       CORRECTIONS CORPORATION OF AMERICA

                          6 1/4% SENIOR NOTES DUE 2013

                               PURCHASE AGREEMENT

March 8, 2005
LEHMAN BROTHERS INC.,
J.P. MORGAN SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
As Representatives of the several
Initial Purchasers named in Schedule I
c/o Lehman Brothers Inc.
745 Seventh Avenue
New York, New York 10019

Ladies and Gentlemen:

     Corrections Corporation of America, a Maryland corporation (the "Company"),
proposes, upon the terms and considerations set forth herein, to issue and sell
to you, as the initial purchasers (the "Initial Purchasers"), $375.0 million in
aggregate principal amount of its 6 1/4% Senior Notes due 2013 (the "Notes").
The Initial Purchasers, acting severally and not jointly, propose to purchase
the respective principal amount of Notes set forth on Schedule I attached
hereto. The Notes will (i) have terms and provisions that are summarized in the
Offering Memorandum (as defined below) and (ii) are to be issued pursuant to an
Indenture dated as of March 23, 2005 (the "Indenture") to be entered into among
the Company, the Guarantors (as defined below) and U.S. Bank National
Association, as trustee (the "Trustee"). The Company's obligations under the
Notes, including the due and punctual payment of interest on the Notes, will be
unconditionally guaranteed (the "Guarantees") by the subsidiaries listed in
Schedule II hereto that have signed this Agreement, (together the "Guarantors").
As used herein, the term "Notes" shall include the Guarantees, unless the
context otherwise requires. This is to confirm the agreement concerning the
purchase of the Notes from the Company by the Initial Purchasers.

     1. Preliminary Offering Memorandum and Offering Memorandum. The Notes will
be offered and sold to the Initial Purchasers without registration under the
Securities Act of 1933, as amended (the "Securities Act"), in reliance on an
exemption pursuant to Section 4(2) under the Securities Act. The Company and the
Guarantors have prepared a preliminary offering memorandum, dated March 8, 2005
(the "Preliminary Offering Memorandum"), and an offering memorandum, dated March
8, 2005 (the "Offering Memorandum"), setting forth information regarding the
Company, the Guarantors, the Notes and the Exchange Notes (as defined herein),
the Guarantees and the Exchange Guarantees (as defined herein). The Company and
the Guarantors hereby confirm that they have authorized the use of the
Preliminary Offering

Memorandum and the Offering Memorandum in connection with the offering and
resale of the Notes by the Initial Purchasers in accordance with Section 3
hereof.

     Any reference to the Preliminary Offering Memorandum or the Offering
Memorandum shall be deemed to refer to and include the Company's most recent
Annual Report on Form 10-K for the fiscal year ended December 31, 2004 and the
Company's Current Reports on Form 8-K, dated January 6, 2005, February 10, 2005,
February 23, 2005 and March 2, 2005, each as filed with the United States
Securities and Exchange Commission (the "Commission") pursuant to Section 13(a),
13(c) or 15(d) of the United States Securities Exchange Act of 1934, as amended
(the "Exchange Act"), on or prior to the date of the Preliminary Offering
Memorandum or the Offering Memorandum, as the case may be. Any reference to the
Preliminary Offering Memorandum or the Offering Memorandum, as the case may be,
as amended or supplemented, as of any specified date, shall also be deemed to
include any documents filed with the Commission pursuant to Section 13(a), 13(c)
or 15(d) of the Exchange Act after the date of the Offering Memorandum and prior
to the date on which the Notes offering is consummated. In no event, however,
will any of the information disclosed by the Company under Items 2.02 and 7.01
of any Current Report on Form 8-K that may from time to time be furnished with
the Commission be included in any reference to the Preliminary Offering
Memorandum or the Offering Memorandum, as the case may be. All documents filed
under the Exchange Act and so deemed to be included in the Preliminary Offering
Memorandum or the Offering Memorandum, as the case may be, or any amendment or
supplement thereto are hereinafter called the "Exchange Act Reports."

     It is understood and acknowledged that upon original issuance thereof, and
until such time as the same is no longer required under the applicable
requirements of the Securities Act, the Notes (and all securities issued in
exchange therefore or, in substitution thereof) shall bear the following legend
(along with such other legends as the Initial Purchasers and their counsel deem
necessary):

     "THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED
     STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY
     NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A
     PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
     BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING
     FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER
     IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE
     TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE
     SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
     SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (4) TO AN
     INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE
     REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (5) PURSUANT TO AN
     EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN


                                        2

     ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED
     STATES."

     You have advised the Company that you will make offers (the "Exempt
Resales") of the Notes purchased by you hereunder on the terms set forth in the
Offering Memorandum, as amended or supplemented, solely to (i) persons whom you
reasonably believe to be "qualified institutional buyers" as defined in Rule
144A under the Securities Act ("QIBs") and (ii) outside the United States to
certain persons in offshore transactions in reliance on Regulation S under the
Securities Act. Those persons specified in clauses (i) and (ii) are referred to
herein as the ("Eligible Purchasers"). You will offer the Notes to Eligible
Purchasers initially at a price equal to 100% of the principal amount thereof.
Such price may be changed at any time without notice.

     Holders (including subsequent transferees) of the Notes will have the
registration rights set forth in the registration rights agreement attached
hereto as Exhibit A (the "Registration Rights Agreement") among the Company, the
Guarantors and the Initial Purchasers to be dated March 23, 2005 (the "Closing
Date"), for so long as such Notes constitute "Transfer Restricted Securities"
(as defined in the Registration Rights Agreement). Pursuant to the Registration
Rights Agreement, the Company and the Guarantors will agree to file with the
Commission under the circumstances set forth therein, a registration statement
under the Securities Act (the "Exchange Offer Registration Statement") relating
to the Company's 6 1/4% Senior Notes due 2013 (the "Exchange Notes") and the
Guarantors' Exchange Guarantees (the "Exchange Guarantees" to be offered in
exchange for the Notes and the Guarantees. Such portion of the offering is
referred to as the "Exchange Offer."

     2. Representations, Warranties and Agreements of the Company and the
Guarantors. The Company and each of the Guarantors, jointly and severally,
represent, warrant and agree as follows:

          (a) When the Notes and Guarantees are issued and delivered pursuant to
this Agreement, such Notes and Guarantees will not be of the same class (within
the meaning of Rule 144A under the Securities Act) as securities of the Company
or any of the Guarantors that are listed on a national securities exchange
registered under Section 6 of the Exchange Act or that are quoted in a United
States automated inter-dealer quotation system.

          (b) Neither the Company nor any of its subsidiaries is, or after
giving effect to the offering and sale of the Notes and upon application of the
net proceeds therefrom as described under the caption "Use of Proceeds" in the
Offering Memorandum will be, an "investment company" or a company "controlled"
by an "investment company" within the meaning of the Investment Company Act of
1940, as amended.

          (c) The Company and each Guarantor has all requisite corporate,
limited liability company or limited partnership power and authority to enter
into the Registration Rights Agreement. The Registration Rights Agreement has
been duly authorized by the Company and each Guarantor and, when executed by the
Company and each Guarantor on the Closing Date in accordance with the terms
hereof and thereof, the Registration Rights Agreement will have been validly
executed and delivered by the Company and the Guarantors. When the Registration
Rights Agreement has been duly executed and delivered by the Company and each of
the


                                        3

Guarantors (assuming the due execution and delivery thereof by you), the
Registration Rights Agreement will be the legally valid and binding obligation
of the Company and each Guarantor in accordance with the terms hereof and
thereof, enforceable against the Company and each Guarantor in accordance with
its terms, except as such enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium and other similar laws relating to or
affecting creditor's rights and remedies generally, by general equitable
principles (regardless of whether such enforceability is considered in a
proceeding in equity or at law) and, as to rights of indemnification and
contribution, by principles of public policy and applicable laws, including but
not limited to federal and state securities laws.

          (d) Assuming that your representations and warranties in Section 3(a)
are true, the purchase and resale of the Notes pursuant hereto (including
pursuant to the Exempt Resales) is exempt from the registration requirements of
the Securities Act. No form of general solicitation or general advertising
within the meaning of Regulation D (including, but not limited to,
advertisements, articles, notices or other communications published in any
newspaper, magazine or similar medium or broadcast over television or radio, or
any seminar or meeting whose attendees have been invited by any general
solicitation or general advertising) was used or will be used by the Company,
the Guarantors, any of their affiliates or any of their respective
representatives (other than each of you, as to whom the Company and the
Guarantors make no representation) in connection with the offer and sale of the
Notes.

          (e) No form of general solicitation or general advertising was used by
the Company, the Guarantors or any of their respective representatives (other
than each of you or any person acting on your behalf, as to whom the Company and
the Guarantors make no representation) with respect to Notes sold outside the
United States to non-U.S. persons (as defined in Rule 902 under the Securities
Act), by means of any directed selling efforts within the meaning of Rule 902
under the Securities Act, and the Company, any affiliate of the Company and any
person acting on its or their behalf (other than each of you, as to whom the
Company and the Guarantors make no representation) has complied with and will
implement the "offering restrictions" required by Rule 902.

          (f) The Company is subject to Section 13 or 15(d) of the Exchange Act.

          (g) The Offering Memorandum with respect to the Notes has been
prepared by the Company and the Guarantors for use by the Initial Purchasers in
connection with the Exempt Resales. To the knowledge of the Company after
reasonable investigation, no order or decree preventing the use of the Offering
Memorandum, or any order asserting that the transactions contemplated by this
Agreement are subject to the registration requirements of the Securities Act has
been issued and no proceeding for that purpose has commenced or is pending or,
to the knowledge of the Company or any of the Guarantors is contemplated.

          (h) The Preliminary Offering Memorandum, the Offering Memorandum and
the Exchange Act Reports as of their respective dates and the Offering
Memorandum, as amended or supplemented, as of the Closing Date, did not or will
not at any time contain any untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary in order to make the
statements made therein, in light of the circumstances under which they were
made, not misleading, except that this representation and warranty does not


                                        4

apply to statements in or omissions from the Preliminary Offering Memorandum and
Offering Memorandum made in reliance upon and in conformity with information
relating to the Initial Purchasers furnished to the Company in writing by or on
behalf of the Initial Purchasers expressly for use therein.

          (i) The Registration Rights Agreement will conform to the description
thereof in the Offering Memorandum in all material respects.

          (j) The market-related and customer-related data and estimates
included under the captions "Summary" and "Business" in the Offering Memorandum
are based on or derived from sources which the Company and the Guarantors
believe to be reliable and accurate in all material respects.

          (k) The Company and each of its subsidiaries have been duly organized
and are validly existing as corporations, limited liability companies or limited
partnerships in good standing under the laws of their respective jurisdictions
of organization, are duly qualified to do business and are in good standing as
foreign corporations, limited liability companies or limited partnerships in
each jurisdiction in which their respective ownership or lease of property or
the conduct of their respective businesses requires such qualification, except
as would not, individually or in the aggregate, have a material adverse effect
on the consolidated financial position, stockholders' equity, results of
operations, business or prospects of the Company and its subsidiaries, taken as
a whole (a "Material Adverse Effect"), and have all corporate, limited liability
company or limited partnership power and authority, as applicable, necessary to
own or hold their respective properties and to conduct the businesses in which
they are presently engaged and none of the subsidiaries of the Company (other
than CCA of Tennessee, LLC., CCA Properties of America LLC, CCA Properties of
Texas LP; CCA Properties of Arizona LLC; and CCA Properties of Tennessee LLC
(collectively, the "Significant Subsidiaries")) is a "significant subsidiary",
as such term is defined in Rule 405 of the Rules and Regulations.

          (l) The Company has an authorized capitalization as set forth in the
Offering Memorandum, and all of the issued shares of capital stock of the
Company have been duly and validly authorized and issued, are fully paid and
non-assessable and conform to the description thereof contained in the Offering
Memorandum; and all of the issued shares of capital stock of each subsidiary of
the Company have been duly and validly authorized and issued and are fully paid
and non-assessable and are owned directly or indirectly by the Company, free and
clear of all liens, encumbrances, equities or claims except as set forth in the
Offering Memorandum.

          (m) The Company and each Guarantor has all requisite corporate,
limited company or limited partnership power and authority to enter into the
Indenture. The Indenture has been duly and validly authorized by the Company and
each Guarantor, and upon its execution and delivery and, assuming due
authorization, execution and delivery by the Trustee, will constitute the valid
and binding agreement of the Company and each Guarantor, enforceable against the
Company and each Guarantor in accordance with its terms, except as such
enforceability may be limited by bankruptcy, fraudulent conveyance, insolvency,
reorganization, moratorium, and other laws relating to or affecting creditors'
rights generally and by general equitable principles; no qualification of the
Indenture under the Trust Indenture Act of 1939, as


                                        5

amended (the "1939 Act"), is required in connection with the offer and sale of
the Notes contemplated hereby or in connection with the Exempt Resales.

          (n) The Indenture will conform to the description thereof in the
Offering Memorandum in all material respects.

          (o) The Company has all requisite corporate power and authority to
issue and sell the Notes. The Notes have been duly and validly authorized by the
Company and, when duly executed by the Company in accordance with the terms of
the Indenture, assuming due authentication of the Notes by the Trustee, upon
delivery to the Initial Purchasers against payment therefor in accordance with
the terms of this Agreement, will be validly issued and delivered, and will
constitute valid and binding obligations of the Company entitled to the benefits
of the Indenture, enforceable against the Company in accordance with their
terms, except as such enforceability may be limited by bankruptcy, fraudulent
conveyance, insolvency, reorganization, moratorium, and other laws relating to
or affecting creditors' rights generally and by general equitable principles.

          (p) The Notes will conform to the description thereof in the Offering
Memorandum in all material respects.

          (q) The Company has all requisite corporate power and authority to
issue the Exchange Notes. The Exchange Notes have been duly and validly
authorized by the Company and if and when duly executed and authenticated in
accordance with the terms of the Indenture and issued and delivered in
accordance with the Exchange Offer provided for in the Registration Rights
Agreement, will constitute valid and binding obligations of the Company entitled
to the benefits of the Indenture, enforceable against the Company in accordance
with their terms, except as such enforceability may be limited by bankruptcy,
fraudulent conveyance, insolvency, reorganization, moratorium, and other laws
relating to or affecting creditors' rights generally and by general equitable
principles.

          (r) Each Guarantor has all requisite corporate limited company or
limited partnership power and authority to issue the Guarantees. The Guarantees
have been duly and validly authorized by each Guarantor and when duly executed
and delivered by each Guarantor in accordance with the terms of the Indenture
and upon the due execution, authentication and delivery of the Notes in
accordance with the Indenture and the issuance of the Notes in the sale to the
Initial Purchasers contemplated by this Agreement, will constitute valid and
binding obligations of each Guarantor, enforceable against each Guarantor in
accordance with their terms, except as such enforceability of the Guarantors'
obligations thereunder may be limited by bankruptcy, fraudulent conveyance,
insolvency, reorganization, moratorium, and other laws relating to or affecting
creditors' rights generally and by general equitable principles.

          (s) The Guarantees will conform to the description thereof in the
Offering Memorandum in all material respects.

          (t) Each Guarantor has all requisite corporate limited company or
limited partnership power and authority to issue the Exchange Guarantees. The
Exchange Guarantees have been duly and validly authorized by each Guarantor and
if and when duly executed and


                                        6

delivered by each Guarantor in accordance with the terms of the Indenture and
upon the due execution and authentication of the Exchange Notes in accordance
with the Indenture and the issuance and delivery of the Exchange Notes in the
Exchange Offer contemplated by the Registration Rights Agreement, will
constitute valid and binding obligations of each Guarantor, entitled to the
benefits of the Indenture, enforceable against each Guarantor in accordance with
their terms, except as such enforceability of the Guarantors' obligations
thereunder may be limited by bankruptcy, fraudulent conveyance, insolvency,
reorganization, moratorium, and other laws relating to or affecting creditors'
rights generally and by general equitable principles.

          (u) The Company and each Guarantor has all requisite corporate limited
company or limited partnership limited company or limited partnership power and
authority to enter into this Agreement. This Agreement has been duly authorized,
executed and delivered by the Company and the Guarantors.

          (v) The issue and sale of the Notes and the Guarantees and the
execution, delivery and performance of this Agreement, the Indenture, the Notes,
the Guarantees, the Exchange Notes, the Exchange Guarantees, and compliance by
the Company and the Guarantors with all of the provisions of the Notes, the
Guarantees, the Exchange Notes, the Exchange Guarantees, the Indenture, the
Registration Rights Agreement, by the Company and each of the Guarantors, as
applicable, and this Agreement and the consummation of the transactions
contemplated hereby and thereby and the use of the net proceeds from the sale of
the Notes as described in the Offering Memorandum (i) will not conflict with or
result in a breach or violation of any of the terms or provisions of, or
constitute a default under, any indenture, mortgage, deed of trust, loan
agreement or other agreement or instrument to which the Company or any of its
subsidiaries is a party or by which the Company, or any of its subsidiaries is
bound or to which any of the property or assets of the Company or any of its
subsidiaries is subject, except where such conflict, breach, violation or
default would not have a Material Adverse Effect (ii) result in any violation of
the provisions of the charter or by-laws of the Company or any of its
subsidiaries or (iii) result in any violation of any statute or any order, rule
or regulation of any court or governmental agency or body having jurisdiction
over the Company or any of its subsidiaries or any of their properties or
assets, except where such conflict, breach, violation or default would not have
a Material Adverse Effect. Assuming the accuracy of the representations,
warranties and covenants of the Initial Purchasers in Section 3(a) hereof, no
consent, approval, authorization or order of, or filing, registration or
qualification with any such court or governmental agency or body is required for
the issue and sale of the Notes and the Guarantees or the consummation by the
Company and the Guarantors of the transactions contemplated by this Agreement,
the Registration Rights Agreement or the Indenture, except where the failure to
receive the required consent, approval, authorization, order, filing,
registration or qualification (other than as may be required under the federal
securities laws) would not have a Material Adverse Effect and except for the
filing of a registration statement by the Company with the Commission pursuant
to the Securities Act as required by the Registration Rights Agreement and such
consents, approvals, authorizations, orders, filings, registrations or
qualifications as may be required under state securities or Blue Sky laws in
connection with the purchase and distribution of the Notes by the Initial
Purchasers.

          (w) There are no contracts, agreements or understandings between the
Company, any subsidiary and any person granting such person the right (other
than rights that


                                        7

have been waived or satisfied) to require the Company or any subsidiary to file
a registration statement under the Securities Act with respect to any securities
of the Company or any subsidiary owned or to be owned by such person or to
require the Company or any subsidiary to include such securities in the
securities registered pursuant to the Registration Rights Agreement or, except
for those registration rights as provided in the registration rights agreements,
dated December 31, 1998, as amended through the date hereof, by and between the
Company and PMI Mezzanine Fund, L.P., and the registration rights agreement,
dated as of December 31, 1998, by and between Correctional Management Services
Corporation, a predecessor of the Company, and CFE, Inc., in any securities
being registered pursuant to any other registration statement filed by the
Company or any Guarantor under the Securities Act.

          (x) During the six-month period preceding the date of the Offering
Memorandum, none of the Company, the Guarantors or any other person acting on
behalf of the Company or any Guarantor has offered or sold to any person any
Notes or Guarantees, or any securities of the same or a similar class as the
Notes or Guarantees, other than Notes or Guarantees offered or sold to the
Initial Purchasers hereunder. The Company and each of the Guarantors will take
reasonable precautions designed to ensure that any offer or sale, direct or
indirect, in the United States or to any U.S. person (as defined in Rule 902
under the Securities Act), of any Notes or any substantially similar security
issued by the Company or any Guarantor, within six months subsequent to the date
on which the distribution of the Notes has been completed (as notified to the
Company by the Initial Purchasers), is made under restrictions and other
circumstances reasonably designed not to affect the status of the offer and sale
of the Notes in the United States and to U.S. persons contemplated by this
Agreement as transactions exempt from the registration provisions of the
Securities Act; including any sales pursuant to Rule 144A under, or Regulations
D or S of, the Securities Act.

          (y) To our knowledge after reasonable investigation, neither the
Company, the Guarantors nor any of their respective subsidiaries has sustained,
since the date of the latest audited financial statements included incorporated
by reference in the Offering Memorandum, any loss or interference with its
business from fire, explosion, flood or other calamity, whether or not covered
by insurance, or from any labor dispute or court or governmental action, order
or decree, in each case otherwise than as set forth or contemplated in the
Offering Memorandum and except where such loss or interference would not have a
Material Adverse Effect; and, since such date, there has not been any change in
the capitalization or long-term debt of the Company. the Guarantors or any of
their respective subsidiaries or any development in or affecting the general
affairs, management, financial position, stockholders' equity or results of
operations of the Company, the Guarantors or any of their respective
subsidiaries, otherwise than as set forth or contemplated in the Offering
Memorandum or as would not have a Material Adverse Effect.

          (z) The historical consolidated financial statements (including the
related notes and supporting schedules) included in the Offering Memorandum
comply in all material respects with the requirements of Regulation S X under
the Securities Act applicable to registration statements on Form S-1 under the
Securities Act and present fairly, in all material respects, the consolidated
financial condition and results of operations of the entities purported to be
shown thereby at the dates and for the periods indicated and have been prepared
in all material respects in conformity with U.S. generally accepted accounting
principles applied on a consistent basis throughout the periods presented.


                                        8

          (aa) Ernst & Young LLP, who have certified certain financial
statements of the Company, whose report appears in the Offering Memorandum and
who have delivered the letter referred to in Sections 7(f) hereof, are
independent registered public accountants as required by the Securities Act and
the Rules and Regulations, and were independent accountants as required by the
Act and the Rules and Regulations during the periods covered by the financial
statements on which they reported contained in the Offering Memorandum.

          (bb) Except as set forth or contemplated in the Offering Memorandum,
the Company, and each of its subsidiaries has good and valid title in fee simple
to all real property and good and valid title to all personal property owned by
them, in each case free and clear of all liens, encumbrances and defects except
such as are described in the Offering Memorandum or such as do not materially
affect the value of such property and do not materially interfere with the use
made of such property by the Company and each of its subsidiaries; and all real
property and buildings held under lease by the Company and each of its
subsidiaries are held by them under valid, subsisting and enforceable leases,
with such exceptions as are not material and do not interfere with the use made
of such property and buildings by the Company and its subsidiaries.

          (cc) To their knowledge after reasonable investigation, the Company
and each of its respective subsidiaries carry, or are covered by, insurance in
such amounts and covering such risks as is adequate for the conduct of their
respective businesses and the value of their respective properties and as is
customary for companies engaged in similar businesses in similar industries.

          (dd) The Company and each of its subsidiaries own or possess adequate
rights to use all material patents, patent applications, trademarks, service
marks, trade names, trademark registrations, service mark registrations,
copyrights and licenses necessary for the conduct of their respective businesses
except where the failure to own or possess such rights would not result in a
Material Adverse Effect, and have no knowledge after reasonable investigation
that the conduct of their respective businesses will conflict with, and have not
received any notice of any claim of conflict with, any such rights of others,
which individually or in the aggregate, would result in a Material Adverse
Effect.

          (ee) Except as described in the Offering Memorandum, there are no
legal or governmental proceedings pending to which the Company, its Guarantors
or any of its subsidiaries is a party or of which any property or assets of the
Company or any of its subsidiaries is the subject which, if determined adversely
to the Company or any of its subsidiaries, would reasonably be expected to have
a Material Adverse Effect. To the Company's and each subsidiary's knowledge,
except as disclosed in the Offering Memorandum, no such proceedings are
threatened or contemplated by governmental authorities or threatened by others.

          (ff) There are no contracts or other documents that as of the filing
date of the annual report on form 10-K would be required to be filed as exhibits
to a Company registration statement pursuant to Item 601(10) of Regulation S-K
that have not been so filed as of March 7, 2005.


                                        9

          (gg) No relationship, direct or indirect, that would be required to be
described under Item 404 of Regulation S-K promulgated under the Act, exists
between or among the Company, any Guarantor on the one hand, and the directors,
officers, stockholders, customers or suppliers of the Company, or any Guarantor
on the other hand, other than as described in the Offering Memorandum.

          (hh) No labor disturbance by the employees of the Company or any
subsidiary exists or, to the knowledge of the Company or any subsidiary, is
imminent which could reasonably be expected to have a Material Adverse Effect.

          (ii) The Company is in compliance in all material respects with all
presently applicable provisions of the Employee Retirement Income Security Act
of 1974, as amended, including the regulations and published interpretations
thereunder ("ERISA"); no "reportable event" (as defined in ERISA) has occurred
with respect to any "pension plan" (as defined in ERISA) for which the Company
or any subsidiary would have any liability; neither the Company nor any
subsidiary has incurred and expects to incur liability under (i) Title IV of
ERISA with respect to termination of, or withdrawal from, any "pension plan" or
(ii) Sections 412 or 4971 of the Internal Revenue Code of 1986, as amended,
including the regulations and published interpretations thereunder (the "Code");
and each "pension plan" for which the Company or any subsidiary would have any
liability that is intended to be qualified under Section 401(a) of the Code is
so qualified in all material respects and nothing has occurred, whether by
action or by failure to act, which would cause the loss of such qualification,
except for such action or failure which would not result in a Material Adverse
Effect.

          (jj) Set forth on Exhibit B hereto is a list of each employee pension
or benefit plan with respect to which the Company or any corporation considered
an affiliate of the Company within the meaning of Section 407(d)(7) of ERISA is
a party in interest or disqualified person.

          (kk) Except as described in the Offering Memorandum, the Company and
each of the subsidiaries has filed all federal, state and local income and
franchise tax returns required to be filed (subject to extensions of time for
the proper filing of such returns) through the date hereof and has paid all
taxes as set forth in such returns, and no tax deficiency has been determined
adversely to the Company, or any of its subsidiaries (nor does the Company or
any of its subsidiaries have any knowledge of any tax deficiency) which, if
determined adversely to the Company or any of its subsidiaries, might reasonably
be expected to have a Material Adverse Effect.

          (ll) Since the date as of which information is given in the Offering
Memorandum through the date hereof, and except as may otherwise be disclosed in
the Offering Memorandum or the Exchange Act Reports, neither the Company nor any
Guarantor has (i) issued or granted any securities not otherwise in the ordinary
course of business, (ii) incurred any material liability or obligation, direct
or contingent, other than liabilities and obligations which were incurred in the
ordinary course of business, (iii) entered into any material transaction not in
the ordinary course of business or (iv) declared or paid any dividend on its
capital stock not otherwise in the ordinary course of business.


                                       10

          (mm) The Company and each of its subsidiaries (i) makes and keeps
accurate books and records and (ii) maintains internal accounting controls which
provide reasonable assurance that (A) transactions are executed in accordance
with management's authorization, (B) transactions are recorded as necessary to
permit preparation of its financial statements and to maintain accountability
for its assets and (C) the reported accountability for its assets is compared
with existing assets at reasonable intervals.

          (nn) Neither the Company nor any of its subsidiaries (i) is in
violation of its charter or by-laws, (ii) is in default and no event has
occurred which, with notice or lapse of time or both, would constitute such a
default, in the due performance or observance of any term, covenant or condition
contained in any material indenture, mortgage, deed of trust, loan agreement or
other agreement or instrument to which it is a party or by which it is bound or
to which any of its properties or assets is subject or (iii) except as described
in the Offering Memorandum is in violation of any law, ordinance, governmental
rule, regulation or court decree to which it or its property or assets may be
subject or has failed to obtain any material license, permit, certificate,
franchise or other governmental authorization or permit necessary to the
ownership of its property or to the conduct of its business, except, with regard
to (ii) and (iii) of this paragraph, for such defaults, violations or failures
that would not reasonably be expected to have a Material Adverse Effect.

          (oo) To the knowledge of the Company after reasonable investigation,
neither the Company nor any of its subsidiaries, nor any director, officer,
agent, employee or other person associated with or acting on behalf of the
Company or any of its subsidiaries, has used any corporate funds for any
unlawful contribution, gift, entertainment or other unlawful expense relating to
political activity; made any direct or indirect unlawful payment to any foreign
or domestic government official or employee from corporate funds; violated or is
in violation of any provision of the Foreign Corrupt Practices Act of 1977; or
made any bribe, rebate, payoff, influence payment, kickback or other unlawful
payment.

          (pp) The Company has established and maintains disclosure controls and
procedures (as such term is defined in Rule 13a-14 under the Exchange Act),
which (i) are designed to ensure that material information relating to the
Company, including its consolidated subsidiaries, is made known to the Company's
principal executive officer and its principal financial officer by others within
those entities, particularly during the periods in which the periodic reports
required under the Exchange Act are being prepared; (ii) have been evaluated for
effectiveness as of a date within 90 days prior to the filing of the Company's
most recent annual or quarterly report filed with the Commission; and (iii) are
effective in all material respects to perform the functions for which they were
established.

          (qq) Based on the evaluation of its disclosure controls and
procedures, the Company is not aware of (i) any significant deficiency in the
design or operation of internal controls which could adversely affect the
Company's ability to record, process, summarize and report financial data or any
material weaknesses in internal controls, except as disclosed in the Offering
Memorandum; or (ii) any fraud, whether or not material, that involves management
or other employees who have a significant role in the Company's internal
controls.


                                       11

          (rr) Since the date of the most recent evaluation of such disclosure
controls and procedures, there have been no significant changes in internal
controls or in other factors that could significantly affect internal controls,
including any corrective actions with regard to significant deficiencies and
material weaknesses.

          (ss) The Company and, to the best of its knowledge, its officers and
its directors are in compliance in all material respects with applicable
provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations
promulgated in connection therewith that are effective as of the date hereof.

          (tt) There has been no storage, disposal, generation, manufacture,
refinement, transportation, handling or treatment of toxic wastes, medical
wastes, hazardous wastes or hazardous substances by the Company or any of its
subsidiaries (or, to the knowledge of the Company or any of its subsidiaries or
any of their predecessors in interest) upon or from any of the property now or
previously owned or leased by the Company or any of its subsidiaries in
violation of any applicable law, ordinance, rule, regulation, order, judgment,
decree or permit or which would require remedial action under any applicable
law, ordinance, rule, regulation, order, judgment, decree or permit, except for
any violation or remedial action which would not have, or could not be
reasonably likely to have, singularly or in the aggregate with all such
violations and remedial actions, a Material Adverse Effect; there has been no
material spill, discharge, leak, emission, injection, escape, dumping or release
of any kind onto such property or into the environment surrounding such property
of any toxic wastes, medical wastes, solid wastes, hazardous wastes or hazardous
substances due to or caused by the Company or any of its subsidiaries or with
respect to which the Company or any of its subsidiaries have knowledge, except
for any such spill, discharge, leak, emission, injection, escape, dumping or
release which would not have or would not be reasonably likely to have,
singularly or in the aggregate with all such spills, discharges, leaks,
emissions, injections, escapes, dumpings and releases, a Material Adverse
Effect; and the terms "hazardous wastes", "toxic wastes", "hazardous substances"
and "medical wastes" shall have the meanings specified in any applicable local,
state, federal and foreign laws or regulations with respect to environmental
protection.

          (uu) The market-related and customer-related data and estimates
included under the captions "Summary" and "Business" in the Offering Memorandum
are based on or derived from sources which the Company believes to be reliable
and accurate in all material respects.

          (vv) During the six-month period preceding the date of the Offering
Memorandum, neither the Company nor any of its subsidiaries nor any of their
respective affiliates has taken any action which is designed to or which has
constituted stabilization or manipulation of the price of any security of the
Company, the Guarantors or any of their respective subsidiaries in connection
with the offering of the Notes.

          (ww) The statements set forth under the captions "Risk Factors--We are
subject to legal proceedings associated with owning and managing correctional
detention facilities," "Our Company," "Business Development," "Business
Strategy," "Certain U.S. Federal Income Tax Considerations" and "ERISA
Considerations" in the Offering Memorandum insofar as they


                                       12

purport to describe the provisions of the laws and documents referred to
therein, are accurate in all material respects.

          (xx) No Restricted Subsidiary (as defined in the Indenture) of the
Company is currently prohibited, directly or indirectly, from paying any
dividends to the Company, from making any other distribution on such Restricted
Subsidiary's capital stock, from repaying to the Company any loan or advances to
such Restricted Subsidiary from the Company or from transferring any of such
Restricted Subsidiary's property or assets to the Company or any other
Restricted Subsidiary of the Company, except as described in or contemplated by
the Offering Memorandum or pursuant to the provisions of (1) that certain
indenture, dated May 3, 2002, governing the Company's 9.875% Senior Notes due
2009, (2) that certain indenture, dated May 7, 2003, governing the Company's
7.50% Senior Notes due 2011, and (3) the Credit Agreement.

          (yy) None of the transactions contemplated by this Agreement
(including without limitation, the use of the proceeds from the sale of the
Notes), will violate or result in a violation of Section 7 of the Exchange Act,
or any regulation promulgated thereunder, including, without limitation,
Regulations T, U, and X of the Board of Governors of the Federal Reserve System.

          (zz) Immediately after each of the Guarantors has entered into the
Guarantee to which it is a party, (i) the fair value of the assets of such
Guarantor will exceed the debts and liabilities, subordinated, contingent or
otherwise, of such Guarantor, (ii) the present fair saleable value of the
property of such Guarantor will be greater than the amount that will be required
to pay the probable liabilities of such Guarantor on its debts and other
liabilities, subordinated, contingent or otherwise, as such debts and other
liabilities, subordinated, contingent or otherwise, become absolute and matured,
(iii) such Guarantor will be able to pay its debts and other liabilities,
subordinated, contingent or otherwise, as such debts and other liabilities
become absolute and matured, and (iv) such Guarantor will not have an
unreasonably small capital with which to conduct the business in which it is
engaged as such business is conducted and is proposed to be conducted following
the Delivery Date.

          Neither the Company nor any of its subsidiaries intend, or intends to
permit any of its respective subsidiaries, to incur debts beyond its ability to
pay such debts as they mature, taking into account the timing and the amounts of
cash to be received by the Company or any of its subsidiaries and the timing and
the amounts of cash to be payable on or in respect of the Company's indebtedness
or the indebtedness of each subsidiary.

          (aaa) Neither the Company nor any of its affiliates does business with
the government of Cuba or with any person or affiliate located in Cuba within
the meaning of Section 517.075, Florida Statutes.

          (bbb) The Exchange Act Reports, when they were or are filed with the
Commission, conformed or will conform in all material respects to the applicable
requirements of the Exchange Act and the applicable rules and regulations (the
"Rules and Regulations") of the Commission thereunder.

     3. Purchase and Resale of the Notes by the Initial Purchasers


                                       13

          (a) The Company and the Guarantors, jointly and severally hereby
agree, on the basis of the representations, warranties and agreements of the
Initial Purchasers contained herein and subject to all the terms and conditions
set forth herein, to issue and sell to the Initial Purchasers and, upon the
basis of the representations, warranties and agreements of the Company and the
Guarantors herein contained and subject to all the terms and conditions set
forth herein, each Initial Purchaser agrees, severally and not jointly, to
purchase from the Company, at a purchase price of 98.25% of the principal amount
thereof, the total principal amount of Notes set forth opposite the name of such
Initial Purchaser in Schedule I hereto. The Company and the Guarantors shall not
be obligated to deliver any of the securities to be delivered hereunder except
upon payment for all of the Notes to be purchased as provided herein and,
provided further, the Company and the Guarantors' obligation to deliver any of
the securities hereunder is subject to the success of the Tender Offer as
determined on the Consent Date (each as defined in the Company's Offer to
Purchase and Consent Solicitation Statement, dated March 8, 2005).

          (b) Each of the Initial Purchasers, severally and not jointly, hereby
represents and warrants to the Company that it will offer the Notes for sale
upon the terms and conditions set forth in this Agreement and in the Offering
Memorandum. Each of the Initial Purchasers hereby represents and warrants to,
and agrees with, the Company that such Initial Purchaser: (i) is a QIB with such
knowledge and experience in financial and business matters as are necessary in
order to evaluate the merits and risks of an investment in the Notes; (ii) is
purchasing the Notes pursuant to a private sale exempt from registration under
the Securities Act; (iii) in connection with the Exempt Resales, will solicit
offers to buy the Notes only from, and will offer to sell the Notes only to, the
Eligible Purchasers in accordance with this Agreement and on the terms
contemplated by the Offering Memorandum; and (iv) will not offer or sell the
Notes, nor has it offered or sold the Notes by, or otherwise engaged in, any
form of general solicitation or general advertising (within the meaning of
Regulation D, including, but not limited to, advertisements, articles, notices
or other communications published in any newspaper, magazine, or similar medium
or broadcast over television or radio, or any seminar or meeting whose attendees
have been invited by any general solicitation or general advertising) in
connection with the offering of the Notes. The Initial Purchasers have advised
the Company that they will offer the Notes to Eligible Purchasers at a price
initially equal to 100% of the principal amount thereof, plus accrued interest,
if any, from the date of issuance of the Notes. Such price may be changed by the
Initial Purchasers at any time thereafter without notice.

          Each of the Initial Purchasers understands that the Company and, for
purposes of the opinions to be delivered to the Initial Purchasers pursuant to
Sections 7(c) and 7(d) hereof, counsel to the Company and counsel to the Initial
Purchasers, will rely upon the accuracy and truth of the foregoing
representations, warranties and agreements and the Initial Purchasers hereby
consent to such reliance.

     4. Delivery of and Payment for the Notes. Delivery of and payment for the
Notes shall be made at the office of Latham & Watkins LLP, 885 Third Avenue, New
York, New York 10022 at 9:00 A.M., New York City time, on the Closing Date. The
place of closing for the Notes and the Closing Date may be varied by agreement
between the Initial Purchasers and the Company.


                                       14

          The Notes will be delivered to the Initial Purchasers, or the Trustee
as custodian for The Depository Trust Company ("DTC"), against payment by or on
behalf of the Initial Purchasers of the purchase price therefor by wire transfer
to such account or accounts as the Company shall specify prior to the Closing
Date or by such means as the parties hereto shall agree prior to the Closing
Date in immediately available funds, by causing DTC to credit the Notes to the
account of the Initial Purchasers at DTC. The Notes will be evidenced by one or
more global securities in definitive form (the "Global Notes") or by additional
definitive securities, and will be registered, in the case of the Global Notes,
in the name of Cede & Co. as nominee of DTC, and in the other cases, in such
names and in such denominations as the Initial Purchasers shall request prior to
9:30 A.M., New York City time, on the second business day preceding the Closing
Date. The Notes to be delivered to the Initial Purchasers shall be made
available to the Initial Purchasers in New York City for inspection and
packaging not later than 9:30 A.M., New York City time, on the business day next
preceding the Closing Date.

     5. Agreements of the Company and the Guarantors. The Company and the
Guarantors, jointly and severally agree with each of the Initial Purchasers as
follows:

          (a) The Company and the Guarantors will furnish to the Initial
Purchasers without charge, as of the date of the Offering Memorandum, such
number of copies of the Offering Memorandum as may then be amended or
supplemented as it may reasonably request.

          (b) The Company and the Guarantors will not make any amendment or
supplement to the Offering Memorandum, or file any Exchange Act Reports after
the date hereof and prior to the Closing Date, of which the Initial Purchasers
shall not previously have been advised or, with respect to any such amendment or
supplement to the Offering Memorandum, to which they shall reasonably object
after being so advised.

          (c) Prior to the execution and delivery of this Agreement, the Company
and the Guarantors shall have delivered or will deliver to the Initial
Purchasers, without charge, in such quantities as the Initial Purchasers shall
have requested or may hereafter reasonably request, copies of the Offering
Memorandum. The Company and each of the Guarantors consent to the use of the
Offering Memorandum in accordance with the securities or Blue Sky laws of the
jurisdictions in which the Notes are offered by the Initial Purchasers and by
all dealers to whom Notes may be sold, in connection with the offering and sale
of the Notes

          (d) If, at any time prior to completion of the distribution of the
Notes by the Initial Purchasers to Eligible Purchasers, any event shall occur or
that in the judgment of the Company, any of the Guarantors or in the opinion of
counsel for the Initial Purchasers, should be set forth in the Offering
Memorandum in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, or if it is necessary
to supplement or amend the Offering Memorandum in order to comply with any law,
the Company and the Guarantors will, subject to subsection (b) above, forthwith
prepare an appropriate supplement or amendment thereto, and will expeditiously
furnish to the Initial Purchasers and dealers a reasonable number of copies
thereof.

          (e) The Company and each of the Guarantors will cooperate with the
Initial Purchasers and with their counsel in connection with the qualification
of the Notes for offering


                                       15

and sale by the Initial Purchasers and by dealers under the securities or Blue
Sky laws of such jurisdictions as the Initial Purchasers may designate and will
file such consents to service of process or other documents necessary or
appropriate in order to effect such qualification; provided, that in no event
shall the Company or any of the Guarantors be obligated to qualify to do
business in any jurisdiction where it is not now so qualified or to take any
action that would subject it to service of process in suits, other than those
arising out of the offering or sale of the Notes, in any jurisdiction where it
is not now so subject.

          (f) For a period of 180 days from the date of the Offering Memorandum,
the Company and the Guarantors agree not to, directly or indirectly, sell, offer
to sell, contract to sell, grant any option to purchase, issue any instrument
convertible into or exchangeable for, or otherwise transfer or dispose of (or
enter into any transaction or device that is designed to, or could be expected
to, result in the disposition in the future of), any debt securities of the
Company, the Guarantors or any of their respective subsidiaries, except (i) in
exchange for the Exchange Notes and the Exchange Guarantees in connection with
the Exchange Offer or (ii) with the prior consent of the Representatives.

          (g) So long as the Notes are outstanding, unless such documents are
available to the Initial Purchasers via the Commission's website, EDGAR, to
furnish to the holders of the Notes as soon as practicable after the end of each
fiscal year an annual report (including a balance sheet and statements of
income, stockholders' equity and cash flows of the Company and its consolidated
subsidiaries certified by independent public accountants) and, as soon as
practicable after the end of each of the first three quarters of each fiscal
year (beginning with the fiscal quarter ending after the date of the Offering
Memorandum), will make available to its securityholders consolidated summary
financial information of the Company and its subsidiaries for such quarter in
reasonable detail.

          (h) So long as any of the Notes are outstanding, unless such documents
are available to the Initial Purchasers via the Commission's website, EDGAR, the
Company and the Guarantors will furnish to the Initial Purchasers (i) as soon as
reasonably available, a copy of each report of the Company or any Guarantor
mailed to stockholders generally or filed with any stock exchange or regulatory
body and (ii) from time to time such other information concerning the Company or
the Guarantors as the Initial Purchasers may reasonably request.

          (i) If this Agreement shall terminate or shall be terminated after
execution and delivery pursuant to any provisions hereof (otherwise than by
notice given by the Initial Purchasers terminating this Agreement pursuant to
Section 10 hereof) or if this Agreement shall be terminated by the Initial
Purchasers because of any failure or refusal on the part of the Company or any
of the Guarantors to comply with the terms or fulfill any of the conditions of
this Agreement, the Company and the Guarantors agree to reimburse the Initial
Purchasers for all out-of-pocket expenses (including reasonable fees and
expenses of its counsel) reasonably incurred by it in connection herewith, but
without any further obligation on the part of the Company or any of the
Guarantors for loss of profits or otherwise.

          (j) The Company and the Guarantors will apply the net proceeds from
the sale of the Notes to be sold by it hereunder substantially in accordance
with the description set forth in the Offering Memorandum under the caption "Use
of Proceeds."


                                       16

          (k) Except as stated in this Agreement and in the Offering Memorandum,
neither the Company nor any of its subsidiaries has taken, nor will any of them
take, directly or indirectly, any action designed to result in stabilization or
manipulation of the price of any security of the Company or any of the
Guarantors to facilitate the sale or resale of the Notes and the Guarantees.
Except as permitted by the Securities Act, the Company and the Guarantors will
not distribute any offering material in connection with the Exempt Resales.

          (l) The Company and the Guarantors will use all commercially
reasonable efforts to permit the Notes to be designated Private Offerings,
Resales and Trading through Automated Linkages (PORTAL) Market(SM) (the "PORTAL
Market(SM)") securities in accordance with the rules and regulations adopted by
the National Association of Securities Dealers, Inc. relating to trading in the
PORTAL Market(SM) and to permit the Notes to be eligible for clearance and
settlement through DTC.

          (m) From and after the Closing Date, so long as any of the Notes are
outstanding and are "restricted securities" within the meaning of the Rule
144(a)(3) under the Act or, if earlier, until three years after the Closing
Date, and during any period in which the Company is not subject to Section 13 or
15(d) of the Exchange Act, the Company and the Guarantors will furnish to
holders of the Notes and prospective purchasers of Notes designated by such
holders, upon request of such holders or such prospective purchasers, the
information required to be delivered pursuant to Rule 144A(d)(4) under the Act
to permit compliance with Rule 144A in connection with resale of the Notes.

          (n) The Company and the Guarantors have complied and will comply with
all provisions of Florida Statutes Section 517.075 relating to issuers doing
business with Cuba.

          (o) During the period of two years after the Closing Date, the Company
and the Guarantors will not, and will not permit any of their "affiliates" (as
defined in Rule 144 under the Securities Act), to, resell any of the Notes that
constitute "restricted securities" under Rule 144 that have been reacquired by
any of them.

          (p) The Company and the Guarantors agree not to sell, offer for sale
or solicit offers to buy or otherwise negotiate in respect of any security (as
defined in the Securities Act) that would be integrated with the sale of the
Notes in a manner that would require the registration under the Securities Act
of the sale to the Initial Purchasers or the Eligible Purchasers of the Notes.

          (q) The Company and the Guarantors agree to comply with all the terms
and conditions of the Registration Rights Agreement in all material respects and
all agreements set forth in the representation letters of the Company and the
Guarantors to DTC relating to the approval of the Notes by DTC for "book entry"
transfer.

          (r) On the Closing Date, the Company will deliver to the Initial
Purchasers secretary's certificates reasonably satisfactory to the Initial
Purchasers which will include the following documents with respect to the
Company and each Guarantor: (i) charter, (ii) by-laws, (iii) other constitutive
documents, (iv) resolutions and (v) certificates of good standing and/or


                                       17

qualification to do business as a foreign corporation in such jurisdiction as
the Initial Purchasers may reasonably request.

          (s) The Company and the Guarantors agree to cause the Exchange Offer
to be made on the appropriate form, as contemplated by the Registration Rights
Agreement, to permit registration of the Exchange Notes and the Exchange
Guarantees to be offered in exchange for the Notes and the Guarantees,
respectively, and to comply with all applicable federal and state securities
laws in connection with the Exchange Offer.

          (t) The Company and the Guarantors agree that prior to any
registration of the Notes pursuant to the Registration Rights Agreement, or at
such earlier time as may be required, the Indenture shall be qualified under the
1939 Act and any necessary supplemental indentures will be entered into in
connection therewith.

          (u) The Company and the Guarantors will not voluntarily claim, and
will resist actively all attempts to claim, the benefit of any usury laws
against holders of the Notes.

          (v) The Company and the Guarantors will do and perform all things
reasonably required or necessary to be done and performed under this Agreement
by them prior to the Closing Date, and to satisfy all conditions precedent to
the Initial Purchasers' obligations hereunder to purchase the Notes.

          (w) The Company and the Guarantors will take such steps as shall be
necessary to ensure that neither the Company nor any subsidiary shall become an
"investment company" within the meaning of such term under the Investment
Company Act of 1940 and the rules and regulations of the Commission thereunder.

     6. Expenses. Whether or not the transactions contemplated by this Agreement
are consummated or this Agreement becomes effective or is terminated, the
Company and the Guarantors, jointly and severally, agree, to pay all costs,
expenses, fees and taxes incident to and in connection with: (i) the
preparation, printing, filing and distribution of the Preliminary Offering
Memorandum and the Offering Memorandum (including, without limitation, financial
statements and exhibits) and all amendments and supplements thereto (including
the fees, disbursements and expenses of the Company's accountants and counsel,
but not, however, legal fees and expenses of the Initial Purchasers' counsel
incurred in connection therewith); (ii) the preparation, printing (including,
without limitation, word processing and duplication costs) and delivery of this
Agreement, the Indenture, the Registration Rights Agreement, all Blue Sky
Memoranda and all other agreements, memoranda, correspondence and other
documents printed and delivered in connection therewith and with the Exempt
Resales (but not, however, legal fees and expenses of the Initial Purchasers'
counsel incurred in connection with any of the foregoing other than fees of such
counsel plus reasonable disbursements incurred in connection with the
preparation, printing and delivery of such Blue Sky Memoranda); (iii) the
issuance and delivery by the Company of the Notes and by the Guarantors of the
Guarantees and any taxes payable in connection therewith; (iv) the qualification
of the Notes and Exchange Notes and Guarantees and Exchange Guarantees for offer
and sale under the securities or Blue Sky laws of the several states (including,
without limitation, the reasonable fees and disbursements of the Initial
Purchasers' counsel relating to such registration or qualification); (v) the
furnishing of such


                                       18

copies of the Offering Memorandum, and all amendments and supplements thereto,
as may be reasonably requested for use in connection with the Exempt Resales;
(vi) the preparation of certificates for the Notes (including, without
limitation, printing and engraving thereof); (vii) the application for quotation
of the Notes in the PORTAL Market(SM) (including all disbursements and listing
fees); (viii) the approval of the Notes by DTC for "book-entry" transfer
(including fees and expenses of counsel); (ix) the rating of the Notes and the
Exchange Notes; (x) the obligations of the Trustee, any agent of the Trustee and
the counsel for the Trustee in connection with the Indenture, the Notes, the
Guarantees, the Exchange Notes and the Exchange Guarantees; (xi) the performance
by the Company and the Guarantors of their other obligations under this
Agreement; provided, however, that except as provided in this Section 6 and in
Sections 8 and 11 hereof, the Initial Purchasers shall pay their own costs and
expenses.

     7. Conditions to Initial Purchasers' Obligations. The respective
obligations of the Initial Purchasers hereunder are subject to the accuracy,
when made and on and as of the Closing Date, of the representations and
warranties of the Company and the Guarantors contained herein, to the
performance by the Company and the Guarantors of their respective obligations
hereunder, and to each of the following additional terms and conditions:

          (a) No Initial Purchaser shall not have discovered and disclosed to
the Company on or prior to the Closing Date that the Offering Memorandum or any
amendment or supplement thereto contains an untrue statement of a fact which, in
the opinion of counsel for the Initial Purchasers, is material or omits to state
a fact which, in the opinion of such counsel, is material and is required to be
stated therein or is necessary to make the statements therein not misleading.

          (b) All corporate proceedings and other legal matters incident to the
authorization, form and validity of this Agreement, the Notes, the Guarantees,
the Exchange Notes, the Exchange Guarantees, the Registration Rights Agreement,
the Indenture and the Offering Memorandum, and all other legal matters relating
to this Agreement and the transactions contemplated hereby and thereby shall be
reasonably satisfactory in all material respects to counsel for the Initial
Purchasers, and the Company and the Guarantors shall have furnished to such
counsel all documents and information that they may reasonably request to enable
them to pass upon such matters.

          (c) Bass Berry & Sims PLC counsel for the Company shall have furnished
to the Initial Purchasers its written opinion, as counsel to the Company and the
Guarantors, addressed to the Initial Purchasers and dated the Closing Date, in a
form and substance satisfactory to the Initial Purchasers and counsel for the
Initial Purchasers and substantially in the form attached hereto as Exhibit C-1.

          (d) Miles & Stockbridge PC counsel for the Company shall have
furnished to the Representatives its written opinion, as counsel to the Company
and the Guarantors, addressed to the Initial Purchasers and dated the Closing
Date, in a form and substance satisfactory to the Initial Purchasers and counsel
for the Initial Purchasers and substantially in the form attached hereto as
Exhibit C-2.


                                       19

          (e) The Initial Purchasers shall have received from Latham & Watkins
LLP, counsel for the Initial Purchasers, such opinion or opinions, dated such
Closing Date, with respect to the issuance and sale of the Notes, the Offering
Memorandum, Guarantees, the Indenture and other related matters as the Initial
Purchasers may reasonably require, and the Company shall have furnished to such
counsel such documents as they reasonably request for the purpose of enabling
them to pass upon such matters.

          (f) At the time of execution of this Agreement, the Initial Purchasers
shall have received from Ernst & Young LLP a letter, in form and substance
satisfactory to the Initial Purchasers, addressed to the Initial Purchasers and
dated the date hereof (i) confirming that they are independent registered public
accountants within the meaning of the Securities Act and are in compliance with
the applicable requirements relating to the qualification of accountants under
Rule 2-01 of Regulation S-X of the Commission and (ii) stating, as of the date
hereof (or, with respect to matters involving changes or developments since the
respective dates as of which specified financial information is given in the
Offering Memorandum, as of a date not more than five days prior to the date
hereof), the conclusions and findings of such firm with respect to the financial
information and such other matters as are ordinarily covered by accountants'
"comfort letters" to underwriters in connection with registered public
offerings.

          (g) With respect to the letter of Ernst & Young, LLP referred to in
the preceding paragraph and to the extent delivered to the Initial Purchasers
concurrently with the execution of this Agreement (the "initial letter"), the
Company shall have furnished to the Initial Purchaser a letter (the "bring-down
letter") of such accountants, addressed to the Initial Purchasers and dated the
Closing Date (i) confirming that they are independent registered public
accountants within the meaning of the Securities Act and are in compliance with
the applicable requirements relating to the qualification of accountants under
Rule 2-01 of Regulation S-X of the Commission, (ii) stating, as of the delivery
of the bring-down letter (or, with respect to matters involving changes or
developments since the respective dates as of which specified financial
information is given in the Offering Memorandum, as of a date not more than five
days prior to the date of the bring-down letter), the conclusions and findings
of such firm with respect to the financial information and other matters covered
by the initial letter and (iii) confirming in all material respects the
conclusions and findings set forth in the initial letter.

          (h) Neither the Company, any Guarantor nor any of their respective
subsidiaries shall have sustained, since the date of the latest audited
financial statements included or incorporated by reference in the Offering
Memorandum, any material loss or interference with its business from fire,
explosion, flood or other calamity, whether or not covered by insurance, or from
any labor dispute or court or governmental action, order or decree, which loss
or interference could reasonably be expected to have a Material Adverse Effect
otherwise than as set forth or contemplated in the Offering Memorandum; and (ii)
since such date, there shall not have been any change in the capital stock or
long-term debt of the Company, any Guarantor or any of their respective
subsidiaries or any material adverse change, or any development involving a
prospective material adverse change, in or affecting the general affairs,
management, financial position, stockholders' equity or results of operations of
the Company and its subsidiaries, otherwise than as set forth or contemplated in
the Offering Memorandum.


                                       20

          (i) The Company and each Guarantor shall have furnished or caused to
be furnished to the Initial Purchasers on the Closing Date certificates of
officers of the Company and each Guarantor satisfactory to Lehman Brothers Inc.
as to the accuracy of the representations and warranties of the Company and each
Guarantor herein at and as of the Closing Date, as to the performance by the
Company and each Guarantor in all material respects of all of their obligations
hereunder to be performed at or prior to the Closing Date and as to such other
matters as Lehman Brothers Inc. may reasonably request.

          (j) Subsequent to the execution and delivery of this Agreement (i) no
downgrading shall have occurred in the rating accorded the Company's debt
securities by any "nationally recognized statistical rating organization," as
that term is defined by the Commission for purposes of Rule 436(g)(2) of the
Rules and Regulations and (ii) no such organization shall have publicly
announced that it has under surveillance or review, with possible negative
implications, its rating of any of the Company's debt securities.

          (k) The Notes shall have been designated for trading on the PORTAL
Market(SM).

          (l) The Company and the Guarantors shall have executed and delivered
the Registration Rights Agreement, and the Initial Purchasers shall have
received an original copy thereof, duly executed by the Company and the
Guarantors.

          (m) The Company, the Guarantors and the Trustee shall have executed
and delivered the Indenture, and the Initial Purchasers shall have received an
original copy thereof, duly executed by the Company, the Guarantors and the
Trustee.

          (n) Subsequent to the execution and delivery of this Agreement there
shall not have occurred any of the following: (i) trading in securities
generally on the New York Stock Exchange or the American Stock Exchange or in
the over-the-counter market, or trading in any securities of the Company on any
exchange or in the over-the-counter market, shall have been suspended or minimum
prices shall have been established on any such exchange or such market by the
Commission, by such exchange or by any other regulatory body or governmental
authority having jurisdiction; (ii) a banking moratorium shall have been
declared by Federal or state authorities; (iii) the United States shall have
become engaged in hostilities, there shall have been an escalation is
hostilities involving the United States or there shall have been a declaration
of a national emergency or war by the United States; or (iv) there shall have
occurred such a material adverse change in general economic, political or
financial conditions (or the effect of international conditions on the financial
markets in the United States shall be such) as to make it, in the judgment of
Lehman Brothers Inc., impracticable or inadvisable to proceed with offering or
delivery of the Notes being delivered on the Closing Date.

          (o) On or prior to the Delivery Date, DTC shall have accepted the
Notes for clearance.

          All opinions, letters, evidence and certificates mentioned above or
elsewhere in this Agreement shall be deemed to be in compliance with the
provisions hereof only if they are in form and substance reasonably satisfactory
to counsel for the Initial Purchasers.


                                       21

     8. Indemnification and Contribution.

          (a) The Company and each Guarantor jointly and severally shall
indemnify and hold harmless each Initial Purchaser, its directors, officers and
employees and each person, if any, who controls any Initial Purchaser within the
meaning of the Securities Act, from and against any loss, claim, damage or
liability, joint or several, or any action in respect thereof (including, but
not limited to, any loss, claim, damage, liability or action relating to
purchases and sales of Notes), to which that Initial Purchaser, director,
officer, employee or controlling person may become subject, under the Securities
Act or otherwise, insofar as such loss, claim, damage, liability or action
arises out of, or in connection with, (i) any untrue statement or alleged untrue
statement of a material fact contained (A) in the Offering Memorandum or in any
amendment or supplement thereto or (B) in any Blue Sky application or other
document prepared or executed by the Company or any Guarantor (or based upon any
written information furnished by the Company or any Guarantor) specifically for
the purpose of qualifying any or all of the Notes under the securities laws of
any state or other jurisdiction (any such application, document or information
being hereinafter called a "Blue Sky Application"), or (ii) the omission or
alleged omission to state in the Offering Memorandum, or in any amendment or
supplement thereto, or in any Blue Sky Application, any material fact required
to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading or (iii) any act or
failure to act or any alleged act or failure to act by any Initial Purchaser in
connection with, or relating in any manner to, the Notes or the offering
contemplated hereby, and which is included as part of or referred to in any
loss, claim, damage, liability or action arising out of or based upon matters
covered by clause (i) or (ii) above (provided that neither the Company nor the
Guarantors shall be liable under this clause (iii) to the extent that it is
determined in a final judgment by a court of competent jurisdiction that such
loss, claim, damage, liability or action resulted directly from any such acts or
failures to act undertaken or omitted to be taken by such Initial Purchaser
through its bad faith, gross negligence or willful misconduct), and shall
reimburse each Initial Purchaser and each such director, officer, employee or
controlling person promptly upon demand for any legal or other expenses
reasonably incurred by that Initial Purchaser, director, officer, employee or
controlling person in connection with investigating or defending or preparing to
defend against any such loss, claim, damage, liability or action as such
expenses are incurred; provided, however, that the Company and the Guarantors
shall not be liable in any such case to the extent that any such loss, claim,
damage, liability or action arises out of, or is based upon, any untrue
statement or alleged untrue statement or omission or alleged omission made in
the Offering Memorandum, or in any such amendment or supplement, or in any Blue
Sky Application, in reliance upon and in conformity with written information
concerning such Initial Purchaser furnished to the Company by or on behalf of
any Initial Purchaser specifically for inclusion therein and described in
Section 8(e). The foregoing indemnity agreement is in addition to any liability
that the Company or the Guarantors may otherwise have to any Initial Purchaser
or to any director, officer, employee or controlling person of that Initial
Purchaser.

          (b) Each Initial Purchaser, severally and not jointly, shall indemnify
and hold harmless the Company, each Guarantor, their respective officers and
employees, each of their respective directors, and each person, if any, who
controls the Company or any Guarantor within the meaning of the Securities Act,
in each case from and against any loss, claim, damage or liability, joint or
several, or any action in respect thereof, to which the Company, any Guarantor


                                       22

or any such director, officer or controlling person may become subject, under
the Securities Act or otherwise, insofar as such loss, claim, damage, liability
or action arises out of, or in connection with, (i) any untrue statement or
alleged untrue statement of a material fact contained (A) in the Offering
Memorandum or in any amendment or supplement thereto, (B) in any Blue Sky
Application or (ii) the omission or alleged omission to state in the Offering
Memorandum, or in any amendment or supplement thereto, or in any Blue Sky
Application any material fact required to be stated therein or necessary to make
the statements therein not misleading, but in each case only to the extent that
the untrue statement or alleged untrue statement or omission or alleged omission
was made in reliance upon and in conformity with written information concerning
such Initial Purchaser furnished to the Company through the Representatives by
or on behalf of that Initial Purchaser specifically for inclusion therein and
specified in section 8(e), and shall reimburse the Company, any Guarantor and
any such director, officer or controlling person for any legal or other expenses
reasonably incurred by the Company, any Guarantor or any such director, officer
or controlling person in connection with investigating or defending or preparing
to defend against any such loss, claim, damage, liability or action as such
expenses are incurred. The foregoing indemnity agreement is in addition to any
liability which any Initial Purchaser may otherwise have to the Company, any
Guarantor or any such director, officer, employee or controlling person.

          (c) Promptly after receipt by an indemnified party under this Section
8 of notice of any claim or the commencement of any action, the indemnified
party shall, if a claim in respect thereof is to be made against the
indemnifying party under this Section 8, notify the indemnifying party in
writing of the claim or the commencement of that action; provided, however, that
the failure to notify the indemnifying party shall not relieve it from any
liability which it may have under this Section 8 except to the extent it has
been materially prejudiced by such failure and, provided, further, that the
failure to notify the indemnifying party shall not relieve it from any liability
which it may have to an indemnified party otherwise than under this Section 8.
If any such claim or action shall be brought against an indemnified party, and
it shall notify the indemnifying party thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it wishes, jointly with
any other similarly notified indemnifying party, to assume the defense thereof
with counsel reasonably satisfactory to the indemnified party. After notice from
the indemnifying party to the indemnified party of its election to assume the
defense of such claim or action, the indemnifying party shall not be liable to
the indemnified party under this Section 8 for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense
thereof other than reasonable costs of investigation; provided, however, that
the Initial Purchasers shall have the right to employ counsel to represent
jointly the Initial Purchasers and those other Initial Purchasers and their
respective directors, officers, employees and controlling persons who may be
subject to liability arising out of any claim in respect of which indemnity may
be sought by the Initial Purchasers against the Company or any Guarantor under
this Section 8 if, in the reasonable judgment of the Initial Purchasers, it is
advisable for the Initial Purchasers and those directors, officers, employees
and controlling persons to be jointly represented by separate counsel, and in
that event the fees and expenses of such separate counsel shall be paid by the
Company or any Guarantor. No indemnifying party shall (i) without the prior
written consent of the indemnified parties (which consent shall not be
unreasonably withheld), settle or compromise or consent to the entry of any
judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought
hereunder


                                       23

(whether or not the indemnified parties are actual or potential parties to such
claim or action) unless such settlement, compromise or consent includes an
unconditional release of each indemnified party from all liability arising out
of such claim, action, suit or proceeding, or (ii) be liable for any settlement
of any such action effected without its written consent (which consent shall not
be unreasonably withheld), but if settled with the consent of the indemnifying
party or if there be a final judgment of the plaintiff in any such action, the
indemnifying party agrees to indemnify and hold harmless any indemnified party
from and against any loss or liability by reason of such settlement or judgment
and does not include any statement as to or findings of fault, culpability or
failure to act by or on behalf of any indemnified person.

          (d) If the indemnification provided for in this Section 8 shall for
any reason be unavailable to or insufficient to hold harmless an indemnified
party under Section 8(a), 8(b) or 8(c) in respect of any loss, claim, damage or
liability, or any action in respect thereof, referred to therein, then each
indemnifying party shall, in lieu of indemnifying such indemnified party,
contribute to the amount paid or payable by such indemnified party as a result
of such loss, claim, damage or liability, or action in respect thereof, (i) in
such proportion as shall be appropriate to reflect the relative benefits
received by the Company and the Guarantors on the one hand and the Initial
Purchasers on the other from the offering of the Notes or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of the Company and the
Guarantors, on the one hand, and the Initial Purchasers on the other with
respect to the statements or omissions which resulted in such loss, claim,
damage or liability, or action in respect thereof, as well as any other relevant
equitable considerations. The relative benefits received by the Company and the
Guarantors, on the one hand, and the Initial Purchasers on the other with
respect to such offering shall be deemed to be in the same proportion as the
total net proceeds from the offering of the Notes purchased under this Agreement
(before deducting expenses) received by the Company and the Guarantors on the
one hand, and the purchase discounts in Section 3 hereof received by the Initial
Purchasers with respect to the Notes purchased under this Agreement, on the
other hand, bear to the total gross proceeds from the offering of the Notes
under this Agreement. The relative fault shall be determined by reference to
whether the untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact relates to information supplied by the
Company or the Guarantors on the other hand, or the Initial Purchasers on the
other hand, the intent of the parties and their relative knowledge, access to
information and opportunity to correct or prevent such statement or omission.
For purposes of the preceding two sentences, the net proceeds deemed to be
received by the Company shall be deemed to be also for the benefit of the
Guarantors and information supplied by the Company shall also be deemed to have
been supplied by the Guarantors. The Company, the Guarantors, and the Initial
Purchasers agree that it would not be just and equitable if contributions
pursuant to this Section 8 were to be determined by pro rata allocation (even if
the Initial Purchasers were treated as one entity for such purpose) or by any
other method of allocation which does not take into account the equitable
considerations referred to herein. The amount paid or payable by an indemnified
party as a result of the loss, claim, damage or liability, or action in respect
thereof, referred to above in this Section 8 shall be deemed to include, for
purposes of this Section 8(d), any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this Section 8(d), no Initial
Purchaser shall be required to contribute any amount in excess of the amount by
which the


                                       24

total price at which the Notes initially purchased by it and distributed to the
public was offered to the Eligible Purchasers exceeds the amount of any damages
which such Initial Purchaser has otherwise paid or become liable to pay by
reason of any untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. The Initial
Purchasers' obligations to contribute as provided in this Section 8(d) are
several in proportion to their respective underwriting obligations and not
joint.

          (e) The Initial Purchasers severally confirm and the Company and the
Guarantors acknowledge that the statements with respect to the offering of the
Notes by the Initial Purchasers set forth in the last sentence on the cover
page, in the last paragraph on page (ii) and in the eighth, ninth and fourteenth
paragraphs in the section entitled "Plan of Distribution" in the Offering
Memorandum are correct and constitute the only information concerning such
Initial Purchasers furnished in writing to the Company or any Guarantor by or on
behalf of the Initial Purchasers specifically for inclusion in the Offering
Memorandum.

     9. Defaulting Initial Purchasers. If, on the Closing Date, any Initial
Purchaser defaults in the performance of its obligations under this Agreement,
the remaining non-defaulting Initial Purchasers shall be obligated to purchase
the Notes which the defaulting Initial Purchaser agreed but failed to purchase
on the Closing Date in the respective proportions which the amount of Notes set
opposite the name of each remaining non-defaulting Initial Purchaser in Schedule
I hereto bears to the total number amount of Notes set opposite the names of all
the remaining non-defaulting Initial Purchasers in Schedule I hereto; provided,
however, that the remaining non-defaulting Initial Purchasers shall not be
obligated to purchase any of the Notes on the Closing Date if the total amount
of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but
failed to purchase on such date exceeds 9.09% of the total amount of Notes to be
purchased on the Closing Date, and any remaining non-defaulting Initial
Purchasers shall not be obligated to purchase more than 110% of the amount of
Notes which it agreed to purchase on the Closing Date pursuant to the terms of
Section 3. If the foregoing maximums are exceeded, the remaining non-defaulting
Initial Purchasers, or those other Initial Purchasers satisfactory to the
Representatives who so agree, shall have the right, but shall not be obligated,
to purchase, in such proportion as may be agreed upon among them, all the Notes
to be purchased on the Closing Date. If the remaining Initial Purchasers or
other Initial Purchasers satisfactory to the Representatives do not elect to
purchase the Notes which the defaulting Initial Purchaser or Initial Purchasers
agreed but failed to purchase on the Closing Date, this Agreement shall
terminate without liability on the part of any non-defaulting Initial Purchaser
or the Company or the Guarantors, except that the Company and the Guarantors
will continue to be liable for the payment of expenses to the extent set forth
in Section 6.

          Nothing contained herein shall relieve a defaulting Initial Purchaser
of any liability it may have to the Company or any Guarantor for damages caused
by its default. If other Initial Purchasers are obligated or agree to purchase
the Notes of a defaulting or withdrawing Initial Purchaser, the Company may
postpone the Closing Date for up to seven full business days in order to effect
any changes that in the opinion of counsel for the Company or counsel for the
Initial Purchasers may be necessary in the Offering Memorandum or in any other
document or arrangement.


                                       25

     10. Termination. The obligations of the Initial Purchasers hereunder may be
terminated by the Initial Purchasers by notice given to and received by the
Company prior to delivery of and payment for the Notes if, prior to that time,
any of the events described in Sections 7(i), 7(j) or 7(n) shall have occurred
or if the Initial Purchasers shall decline to purchase the Notes for any reason
permitted under this Agreement.

     11. Reimbursement of Initial Purchasers' Expenses. If (a) the Company shall
fail to tender the Notes for delivery to the Initial Purchasers by reason of any
failure, refusal or inability on the part of the Company or any Guarantor to
perform any agreement on their part to be performed, or because any other
condition of the obligations hereunder required to be fulfilled by the Company
or any Guarantor is not fulfilled, the Company and the Guarantors will reimburse
the Initial Purchasers for all reasonable out-of-pocket expenses (including
reasonable fees and disbursements of counsel) incurred by the Initial Purchasers
in connection with this Agreement and the proposed purchase of the Notes, and
upon demand the Company and the Guarantors shall pay the full amount thereof to
the Initial Purchasers. If this Agreement is terminated pursuant to Section 9 by
reason of the default of one or more Initial Purchasers, the Company and the
Guarantors shall not be obligated to reimburse any defaulting Initial Purchaser
on account of those expenses.

     12. Notices, etc. All statements, requests, notices and agreements
hereunder shall be in writing, and:

          (a) if to the Initial Purchasers, shall be delivered or sent by mail
or facsimile transmission to Lehman Brothers Inc., 745 Seventh Avenue, New York,
N.Y. 10019, Attention: Syndicate Department, (fax: (212) 526-0943), with a copy
to Latham & Watkins LLP, 885 Third Avenue, Suite 1000, New York, N.Y. 10022,
Attention: Robert Zuccaro, (fax (212) 751-4864) and with a copy, in the case of
any notice pursuant to Section 8(c), to the Director of Litigation, Office of
the General Counsel, Lehman Brothers Inc., 399 Park Avenue, New York, NY 10022
(fax (212) 520-0421);

          (b) if to the Company or any Guarantor, shall be delivered or sent by
mail, telex or facsimile transmission to Corrections Corporation of America, 10
Burton Hills Boulevard, Nashville, Tennessee 37215, Attention: Irving E. Lingo,
Jr. (Fax: (615) 263-3170); provided, however, that any notice to an Initial
Purchaser pursuant to Section 8(c) shall be delivered or sent by mail or
facsimile transmission to such Initial Purchaser at its address set forth in its
acceptance telex to Lehman Brothers Inc., which address will be supplied to any
other party hereto by Lehman Brothers Inc. upon request. Any such statements,
requests, notices or agreements shall take effect at the time of receipt
thereof. The Company shall be entitled to act and rely upon any request,
consent, notice or agreement given or made on behalf of the Initial Purchasers
by Lehman Brothers Inc. as if the notice or agreement was given by all of the
Initial Purchasers.

     13. Persons Entitled to Benefit of Agreement. This Agreement shall inure to
the benefit of and be binding upon the Initial Purchasers, the Company, the
Guarantors and their respective successors. This Agreement and the terms and
provisions hereof are for the sole benefit of only those persons, except that
(A) the representations, warranties, indemnities and agreements of the Company
and the Guarantors contained in this Agreement shall also be


                                       26

deemed to be for the benefit of the person or persons, if any, who control any
Initial Purchaser within the meaning of Section 15 of the Securities Act and (B)
the indemnity agreement of the Initial Purchasers contained in Section 8(b) of
this Agreement shall be deemed to be for the benefit of directors of the Company
and the Guarantors, officers of the Company and the Guarantors and any person
controlling the Company or the Guarantors within the meaning of Section 15 of
the Securities Act. Nothing in this Agreement is intended or shall be construed
to give any person, other than the persons referred to in this Section 13, any
legal or equitable right, remedy or claim under or in respect of this Agreement
or any provision contained herein.

     14. Survival. The respective indemnities, representations, warranties and
agreements of the Company, the Guarantors and the Initial Purchasers contained
in this Agreement or made by or on behalf of them, respectively, pursuant to
this Agreement, shall survive the delivery of and payment for the Notes and
shall remain in full force and effect, regardless of any investigation made by
or on behalf of any of them or any person controlling any of them.

     15. Definition of the Terms "Business Day" and "Subsidiary". For purposes
of this Agreement, (a) "business day" means any day on which the New York Stock
Exchange, Inc. is open for trading and (b) "subsidiary" has the meaning set
forth in Rule 405 of the Rules and Regulations.

     16. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

     17. Counterparts. This Agreement may be executed in one or more
counterparts and, if executed in more than one counterpart, the executed
counterparts shall each be deemed to be an original but all such counterparts
shall together constitute one and the same instrument.

     18. Headings. The headings herein are inserted for convenience of reference
only and are not intended to be part of, or to affect the meaning or
interpretation of, this Agreement.


                                       27

          If the foregoing correctly sets forth the agreement among the Company,
the Guarantors, and the Initial Purchasers, please indicate your acceptance in
the space provided for that purpose below.

                                        Very truly yours,

                                        CORRECTIONS CORPORATION OF AMERICA


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


                                        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


                                       28

                                                               Execution Version

Accepted:

LEHMAN BROTHERS INC.
J.P. MORGAN SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
WACHOVIA CAPITAL MARKETS, LLC
SG AMERICAS SECURITIES, LLC
AVONDALE PARTNERS
BB&T CAPITAL MARKETS, A DIVISION OF SCOTT AND STRINGFELLOW, INC.
FIRST ANALYSIS SECURITIES CORPORATION
JEFFERIES & COMPANY, INC.
MORGAN JOSEPH & CO. INC.
UTENDAHL CAPITAL PARTNERS

For themselves and as representatives for the several Initial Purchasers named
in Schedule I

By LEHMAN BROTHERS INC., as Authorized Representative


By /s/ Stephen Sleigh
   ----------------------------------
Name: Stephen Sleigh
      -------------------------------
Title: Managing Director
       ------------------------------


By J.P. MORGAN SECURITIES INC., as Authorized Representative


By /s/ Gerard J. Murray
   ----------------------------------
Name: Gerard J. Murray
      -------------------------------
Title: Managing Director
       ------------------------------


By BANC OF AMERICA SECURITIES LLC, as Authorized Representative


By /s/ Douglas W. McCurdy
   ----------------------------------
Name: Douglas W. McCurdy
      -------------------------------
Title: Principal
       ------------------------------


                                       A-1

                                                                EXHIBIT 99.1


News Release                                CCA
                                            CORRECTIONS CORPORATION OF AMERICA



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


      CORRECTIONS CORPORATION OF AMERICA COMPLETES OFFERING OF SENIOR NOTES

NASHVILLE, TENN. - MARCH 23, 2005 - CORRECTIONS CORPORATION OF AMERICA (NYSE:
CXW) (the "Company") today announced that it has completed its offering of
$375.0 million aggregate principal amount of 6.25% senior notes due 2013 in an
institutional private placement, as previously announced. The issue price is
100% of the principal amount of the notes. The Company plans to use the net
proceeds of the offering and cash on hand to purchase all of the Company's
$250.0 million 9.875% senior notes due 2009 that were tendered pursuant to the
tender offer previously announced, to prepay $110.0 million in aggregate
principal amount of the Company's existing term loans under the Company's senior
secured credit facility, and to pay fees and expenses associated with these
transactions.

The securities have not been registered under the Securities Act of 1933, as
amended (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. The notes are being offered only to qualified
institutional buyers in reliance on Rule 144A under the Securities Act and
outside of the United States in accordance with Regulation S under the
Securities Act.

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.


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