CORRECTIONS CORP OF AMERICA/MD
WAIVER AND AMENDMENT
<DOCUMENT>
<TYPE>EX-10.10
<SEQUENCE>9
<FILENAME>g67883ex10-10.txt
<DESCRIPTION>WAIVER AND AMENDMENT
<TEXT>

<PAGE>   1
                                                                   EXHIBIT 10.10


                              WAIVER AND AMENDMENT

        THIS WAIVER AND AMENDMENT, dated as of March 5, 2001 (this "Agreement"),
is entered into between CORRECTIONS CORPORATION OF AMERICA, a Maryland
corporation ("Company"), and PMI MEZZANINE FUND, L.P., a Delaware limited
partnership ("PMI"), in light of the following:

        WHEREAS, Company and PMI are parties to that certain Note Purchase
Agreement, dated as of December 31, 1998, as amended by that certain Waiver and
Amendment, dated as of June 30, 2000, and as further amended, supplemented, or
otherwise modified from time to time (the "Note Agreement") pursuant to which
Company issued to PMI its $30,000,000 8.0% convertible, extendable, subordinated
note due February 28, 2005 (the "Note");

        WHEREAS, Company has informed PMI that Company has violated certain of
the covenants contained in the Note Agreement, as more particularly described in
Section 2 below;

        WHEREAS, Company has requested that PMI waive Company's breach of such
covenants and agree to certain amendments to the Note Agreement and the Note, as
more particularly described below;

        WHEREAS, subject to the terms and conditions set forth below, PMI is
willing to agree to certain waivers and amendments, as more particularly
described below.

        NOW THEREFORE, in consideration of the above premises and the mutual
covenants, conditions, and provisions hereinafter set forth, the parties hereto
agree as follows:

1. DEFINITIONS; CONSTRUCTION.

           (a) Any and all initially capitalized terms used herein shall have
the meanings ascribed thereto in the Note Agreement or the Note, as applicable,
unless specifically defined herein. Unless the context of this Agreement clearly
requires otherwise, references to the plural include the singular, references to
the singular include the plural, the part includes the whole, the terms
"include" and "including" are not limiting, and the term "or" has the inclusive
meaning represented by the phrase "and/or".

           (b) As used herein, the following terms shall have the following
definition:

        "Designated Event of Default" has the meaning ascribed thereto in
Section 2 below.


<PAGE>   2

        "Senior Credit Defaults" means Company's failure to comply with certain
terms of the Senior Credit Agreement as a result of the Designated Event of
Default.

        "Senior Notes Indenture" means Company's Indenture, dated as of June 10,
1999, between Company and State Street Bank and Trust Company, as amended by
that certain First Supplemental Indenture, dated as of June 11, 1999, between
Company and State Street Bank and Trust Company.

        "Senior Credit Agreement" means that certain Amended and Restated Credit
Agreement, dated as of August 4, 1999, by and among Company, the Subsidiary
Guarantors (as defined therein), the Lenders (as defined therein), Lehman
Commercial Paper Inc., as administrative agent, Societe Generale, as
documentation agent, The Bank of Nova Scotia, as syndication agent, and
Southtrust Bank, as co-agent, as amended by (i) that certain Waiver and
Amendment, dated as of June 9, 2000, (ii) that certain Consent and Amendment,
dated as of November 17, 2000, and (iii) that certain Consent and Amendment,
dated as of January 10, 2001.

        "Senior Credit Documents" means the Senior Credit Agreement, the Senior
Notes Indenture, and any other agreement entered into now or in the future by
and among Company, the Subsidiary Guarantors (as defined in the Senior Credit
Agreement), the Lenders (as defined in the Senior Credit Agreement), Lehman
Commercial Paper Inc., as administrative agent, Societe Generale, as
documentation agent, The Bank of Nova Scotia, as syndication agent, and
Southtrust Bank, as co-agent, in connection with the Senior Credit Agreement.

2. DESIGNATED EVENT OF DEFAULT.

        Company hereby acknowledges that the following material event of default
(the "Designated Event of Default") has occurred and is continuing: in violation
of Section 6.15(b)(i) of the Note Agreement, Company failed to maintain a ratio
of Total Indebtedness to LTM Post Merger EBITDA of at least 7.50:1:00 as of
December 31, 2000.

3. REPRESENTATIONS AND WARRANTIES.

        Company hereby represents and warrants to PMI that:

           (a) Authority. Company has the requisite corporate power and
authority to execute and deliver this Agreement and to perform its obligations
hereunder, under the Note Agreement (as modified hereby), and under the Note (as
modified hereby). The execution, delivery and performance by Company of this
Agreement, the Note Agreement (as modified hereby), the Note (as modified
hereby), and the transactions contemplated hereby and thereby have been duly
approved by all necessary corporate action of Company and no other corporate
proceedings on the part of Company are necessary to consummate such transactions
(except as expressly contemplated hereby and thereby).



                                       2
<PAGE>   3

           (b) Enforceability. This Agreement has been duly executed and
delivered by Company. Each of this Agreement and, after giving effect to this
Agreement, the Note Agreement, the Note, and the other Transaction Documents is
the legal, valid and binding obligation of Company, enforceable against Company
in accordance with its terms, and is in full force and effect.

           (c) No Conflicts. Neither the execution and delivery of this
Agreement, nor the consummation of the transactions contemplated hereby, nor
performance of and compliance with the terms and provisions hereof by Company
will, at the time of such performance, (i) violate or conflict with any
provision of its charter or bylaws, (ii) violate, contravene or materially
conflict with any requirement of law or any other law, regulation, order, writ,
judgment, injunction, decree or permit applicable to it, except for any
violation, contravention or conflict which could not reasonably be expected to
have a material adverse effect, or (iii) violate, contravene or conflict with
contractual provisions of, or cause an event of default under, any indenture,
loan agreement, mortgage, deed of trust, contract or other agreement or
instrument to which it is a party or by which it may be bound (including,
without limitation, the Senior Credit Agreement or the Senior Notes Indenture),
except for any violation, contravention or conflict which could not reasonably
be expected to have a material adverse effect.

           (d) No Default. (i) After giving effect to the waivers set forth in
Section 4 hereof, no Unmatured Event of Default or Event of Default shall have
occurred and be continuing under the Note Agreement, the Note, or any other
Transaction Document, and (ii) other than the Senior Credit Defaults, no default
or event of default exists under the Senior Credit Documents.

        The foregoing representations and warranties shall be deemed made as of
the date of the execution and delivery hereof and as of the date of the
effectiveness of this Agreement.

4. WAIVERS.

        Subject to the satisfaction of the conditions contained herein, and in
reliance on the representations and warranties of Company contained herein, PMI
hereby waives the Designated Event of Default, which waiver shall be effective
when each of the conditions contained herein have been satisfied.

5. AMENDMENTS TO NOTE AGREEMENT.

        Subject to the satisfaction of the conditions contained herein, Company
and PMI hereby amend the Note Agreement as follows:

           (a) Section 6.15 of the Note Agreement hereby is amended by deleting
Section 6.15(b)(i) in its entirety and inserting the following new Section
6.15(b)(i) in lieu thereof:



                                       3
<PAGE>   4

               (i) Maximum Total Leverage. At all times the ratio of Total
        Indebtedness to Post Merger EBITDA of the Consolidated Parties for the
        immediately preceding four full fiscal quarters ("LTM Post Merger
        EBITDA") shall be equal to or less than the ratio set forth below for
        such fiscal quarter.

<TABLE>
<CAPTION>
           --------------------------------------------------------------------
           Fiscal Quarter                                            Ratio
           --------------------------------------------------------------------
<S>                                                                <C>
           Q1 - 2001                                               8.58:1.00
           --------------------------------------------------------------------
           Q2 - 2001                                               7.81:1.00
           --------------------------------------------------------------------
           Q3 - 2001                                               6.71:1.00
           --------------------------------------------------------------------
           Q4 - 2001 and for each fiscal quarter thereafter        6.60:1.00
           --------------------------------------------------------------------
</TABLE>

           (b) Section 6.15 of the Note Agreement hereby is further amended by
deleting Section 6.15(b)(ii) in its entirety and inserting the following new
Section 6.15(b)(ii) in lieu thereof:

               (ii) Post Merger Interest Coverage Ratio. The Post Merger
        Interest Coverage Ratio, as of the last day of each fiscal quarter of
        the Consolidated Parties, shall be equal to or greater than the ratio
        set forth below for such fiscal quarter. For purposes of determining
        compliance with this Section 6.15(b)(ii), (A) during the first quarter
        of 2001, all necessary calculations for the immediately preceding twelve
        month period shall be determined by multiplying (i) the sum of the
        applicable component of the Post Merger Interest Coverage Ratio for the
        fourth quarter of 2000 plus such component for the first quarter of 2001
        by (ii) two, and (B) during the second quarter of 2001, all necessary
        calculations for the immediately preceding twelve month period shall be
        determined by multiplying (i) the sum of the applicable component of the
        Post Merger Interest Coverage Ratio for the fourth quarter of 2000 plus
        such component for the first quarter of 2001 plus such component for the
        second quarter of 2001 by (ii) four-thirds.

<TABLE>
<CAPTION>
           ------------------------------------------------------------------
           Fiscal Quarter                                        Ratio
           ------------------------------------------------------------------
<S>                                                            <C>
           Q1 - 2001                                           1.17:1.00
           ------------------------------------------------------------------
           Q2 - 2001                                           1.17:1.00
           ------------------------------------------------------------------
           Q3 - 2001                                           1.22:1.00
           ------------------------------------------------------------------
           Q4 - 2001 and for each fiscal quarter thereafter    1.22:1.00
           ------------------------------------------------------------------
</TABLE>

                                       4
<PAGE>   5

           (c) Section 6.15 of the Note Agreement hereby is further amended by
deleting Section 6.15(b)(iii) in its entirety and inserting the following new
Section 6.15(b)(iii) in lieu thereof:

               (iii) Fixed Charge Coverage. The Fixed Charge Coverage Ratio, as
        of the last day of each fiscal quarter of the Consolidated Parties,
        shall be equal to or greater than the ratio set forth below for such
        fiscal quarter. For purposes of determining compliance with this Section
        6.15(b)(iii), (A) during the first quarter of 2001, all necessary
        calculations for the immediately preceding twelve month period shall be
        determined by multiplying (i) the sum of the applicable component of the
        Fixed Charge Coverage Ratio for the fourth quarter of 2000 plus such
        component for the first quarter of 2001 by (ii) two, and (B) during the
        second quarter of 2001, all necessary calculations for the immediately
        preceding twelve month period shall be determined by multiplying (i) the
        sum of the applicable component of the Fixed Charge Coverage Ratio for
        the fourth quarter of 2000 plus such component for the first quarter of
        2001 plus such component for the second quarter of 2001 by (ii)
        four-thirds.

<TABLE>
<CAPTION>
           ------------------------------------------------------------------
           Fiscal Quarter                                            Ratio
           ------------------------------------------------------------------
<S>                                                                <C>
           Q1 - 2001                                               1.00:1.00
           ------------------------------------------------------------------
           Q2 - 2001                                               1.00:1.00
           ------------------------------------------------------------------
           Q3 - 2001                                               1.00:1.00
           ------------------------------------------------------------------
           Q4 - 2001 and for each fiscal quarter thereafter        1.00:1.00
           ------------------------------------------------------------------
</TABLE>


6. AMENDMENTS TO NOTE.

        Subject to the satisfaction of the conditions contained herein, Company
and PMI hereby amend the Note as follows:

           (a) The following definition set forth in Section 2 of the Note
hereby is amended and restated in its entirety to read as follows:

        "Conversion Price" means a price per share of Common Stock equal to
        $1.0677.



                                       5
<PAGE>   6

         "Conversion Ratio" means, subject to the provisions for adjustment set
         forth herein, 93.659 Conversion Shares to be delivered upon conversion
         of One Hundred Dollars ($100) of principal amount of this Note. The
         Corporation acknowledges and agrees that, assuming no other
         adjustments, if the Corporation were to issue an aggregate of
         46,900,000 shares of its Common Stock in connection with the Federal
         Class Action Settlements and the State Class Action Settlements on
         February 28, 2001, the Conversion Ratio would be adjusted so that the
         Holder shall be entitled to receive 112.32 Conversion Shares to be
         delivered upon conversion of One Hundred Dollars ($100) of principal
         amount of this Note.

           (b) Section 2 of the Note hereby is amended by adding the following
new definitions thereto:

         "Federal Class Action Settlements" shall mean the settlement of each of
         the following lawsuits, which are pending in the United States District
         Court for the Middle District of Tennessee, Nashville Division: (i) In
         re Prison Realty Securities Litigation, Civil Action No. 3:99-0458,
         (ii) In re Old CCA Securities Litigation, Civil Action No. 3:99-0452,
         and (iii) John Neiger, on behalf of himself and all others similarly
         situated v. Doctor Crants, Robert Crants, and Prison Realty Trust,
         Inc., Civil Action No. 3:99-1205, the terms of which settlements are
         set forth in those certain documents entitled "Notice of Pendency of
         Class Actions, Proposed Settlement Thereof, Settlement Hearing and
         Right to Share in Settlement Fund," dated October 16, 2000, and
         "Supplemental Notice of Pendency of Class Actions, Proposed Settlement
         Thereof, Settlement Hearing and Right to Share in Settlement Fund,"
         dated January 8, 2001.

        "State Class Action Settlements" shall mean the settlement of each of
        the following lawsuits, which are pending in the Court of Chancery for
        the State of Tennessee, Twentieth Judicial District, Davidson County:
        (i) Dasburg, S.A., on behalf of itself and all others similarly situated
        v. Corrections Corporation of America, Doctor R. Crants, Thomas W.
        Beasley, Charles A. Blanchette, and David L. Myers, Civil Action No.
        98-2391-III, the terms of which settlement are set forth in those
        certain documents entitled "Notice of Pendency of Class Action, Proposed
        Settlement Thereof, Settlement Hearing and Right to Share in Settlement
        Fund," dated October 13, 2000 and "Supplemental Notice of Pendency of
        Class Action, Proposed Settlement Thereof, Settlement Hearing and Right
        to Share in Settlement Fund," dated January 10, 2001, (ii) Wanstrath v.
        Crants, et al., Civil Action No. 99-1719-III, the terms of which
        settlement are set forth in those certain documents entitled Stipulation
        of Settlement, dated October 5, 2000, and Amendment to the Stipulation
        of Settlement, dated January 6, 2001, and (iii) Bernstein v. Prison
        Realty Trust, Inc., Civil Action No. 99-3794-II, the terms of which
        settlement are set forth in those certain documents entitled Stipulation
        of Settlement,



                                       6
<PAGE>   7

        dated October 5, 2000, and Amendment to the Stipulation of Settlement,
        dated January 6, 2001.

7. CONDITIONS PRECEDENT.

        The effectiveness of the waivers and amendments contained in this
Agreement (but not the effectiveness of this Agreement, which will be effective
upon the satisfaction of the terms contained in Section 8.2(b)) is subject to
the fulfillment, to the satisfaction of PMI and its counsel, of each of the
following conditions:

           (a) PMI shall have received a counterpart of this Agreement duly
executed and delivered by Company, and the same shall be in full force and
effect;

           (b) PMI and Company shall have entered into an amendment to the
Registration Rights Agreement in the form attached hereto as Exhibit A (herein,
the "Amendment to Registration Rights Agreement"). In this regard, from and
after the date of the effectiveness of the waivers and amendments contained in
this Agreement, PMI and Company agree that all references in the Note Agreement
to the Registration Rights Agreement automatically shall be deemed to be
references to the Registration Rights Agreement, as amended by the Amendment to
Registration Rights Agreement, and that the Registration Rights Agreement, as so
amended, shall evidence, for all purposes, the agreements between PMI and
Company relating to the registration of shares of Registrable Stock, as defined
in the Registration Rights Agreement, as amended by the Amendment to
Registration Rights Agreement;

           (c) after giving effect hereto, no Unmatured Event of Default or
Event of Default shall have occurred and be continuing;

           (d) PMI shall have received payment of all of its costs and expenses
(including attorneys fees and costs) incurred in connection with the Designated
Event of Default and the preparation, negotiation, execution, and delivery of
this Agreement and the Amendment to Registration Rights Agreement; and

           (e) each of the representations and warranties contained herein shall
be true and correct in all respects on and as of the effectiveness hereof, as
though made on and as of such date.

8. MISCELLANEOUS.

        8.1 CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER.

            (a) THE VALIDITY OF THIS WAIVER, THE CONSTRUCTION, INTERPRETATION,
AND ENFORCEMENT HEREOF AND THEREOF, AND THE RIGHTS OF THE PARTIES HERETO AND
THERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR THEREUNDER



                                       7
<PAGE>   8

OR RELATED HERETO OR THERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

            (b) THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN
CONNECTION WITH THIS WAIVER SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND
FEDERAL COURTS LOCATED IN THE CITY OF NEW YORK, STATE OF NEW YORK. COMPANY AND
PMI WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE
TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE
EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION.

            (c) COMPANY AND PMI HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY
TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS WAIVER
OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT
CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS.
COMPANY AND PMI REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY
AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL
COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS WAIVER MAY BE FILED AS A
WRITTEN CONSENT TO A TRIAL BY THE COURT.

    8.2 COUNTERPARTS; TELEFACSIMILE EXECUTION; EFFECTIVENESS.

        (a) This Agreement may be executed in any number of counterparts, each
of which, when so executed and delivered, shall be deemed an original. All of
such counterparts shall constitute but one and the same instrument. Delivery of
an executed counterpart of this Agreement by telefacsimile shall be equally as
effective as delivery of an original executed counterpart of this Agreement.

        (b) This Agreement shall be effective as of the date first written above
when one or more counterparts hereof shall have been executed by Company and PMI
and shall have been delivered to PMI.

    8.3 LIMITED WAIVER.

        The waivers, consents, and modifications herein are limited to the
specifics hereof, shall not apply with respect to any facts or occurrences other
than those on which the same are based, shall not excuse future non-compliance
with the Note Agreement, and except as expressly set forth herein, shall not
operate as a waiver or an amendment of any right, power or remedy of PMI, nor as
a consent to any further or other matter, under the Note Agreement or the Note.




                                       8
<PAGE>   9

        IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered as of the date first above written.

                                    CORRECTIONS CORPORATION OF AMERICA,
                                    a Maryland corporation



                                    By: /s/ Irving E. Lingo
                                        ----------------------------------------
                                    Its Chief Financial Officer
                                        ----------------------------------------

                                    PMI MEZZANINE FUND, L.P.,
                                    a Delaware limited partnership



                                    By: Pacific Mezzanine Investors, LLC, a
                                        Delaware limited liability company,
                                        its General Partner


                                    By: /s/ Robert Bartholomew
                                        ----------------------------------------
                                    Its Managing Principal
                                        ----------------------------------------




                                       S-1
<PAGE>   10
                                   EXHIBIT A

                                  AMENDMENT TO
                          REGISTRATION RIGHTS AGREEMENT


                  This Amendment to the Registration Rights Agreement (this
"Amendment") is entered into as of March 5, 2001, by and between CORRECTIONS
CORPORATION OF AMERICA, a Maryland corporation, with its principal office
located at 10 Burton Hills Boulevard, Nashville, Tennessee 37215 (the
"Corporation"), and PMI MEZZANINE FUND, L.P., a Delaware limited partnership
with its principal office at 610 Newport Center Drive, Newport Beach, California
92660 (the "Investor").

                                    RECITALS

                  WHEREAS, the Company and the Investor are parties to that
certain Registration Rights Agreement, dated as of December 31, 1998 (the
"Registration Rights Agreement");

                  WHEREAS, the parties hereto desire to amend the Registration
Rights Agreement in accordance with the amendment provision of Section 14(a)
thereof, as set forth herein.

                                    AGREEMENT

                  NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:

                  1. Defined Terms. Capitalized terms used herein and not
otherwise defined shall have the meanings given to them in the Registration
Rights Agreement as amended hereby.

                  2. Amendments to Registration Rights Agreement. The
Registration Rights Agreement is hereby amended as follows:

                     (a) Section 2(a) is hereby amended and restated in its
entirety to read as follows:

                  Shelf Registration. At any time and from time to time, if the
Holder or Holders of the then Registrable Stock propose to dispose of at least
twenty-five percent (25%) of the then Registrable Stock (such Holder or Holders
being herein called the "Initiating Holders"), the Initiating Holders may
request the Corporation in writing to effect such Registration, stating the
number of shares of Registrable Stock to be disposed of by such Initiating
Holders (which shall be not less than twenty-five percent (25%) of the then
Registrable Stock). Any such Registration will be a registration of a delayed
and continuous offering pursuant to Rule 415 under the Act (a "Shelf
Registration"). Upon receipt of such request, the Corporation will give prompt
written notice thereof to all other Holders whereupon such other Holders shall
give written notice to the Corporation and the Initiating Holders within fifteen
(15) days after receipt of the Corporation's notice (the "Notice Period") if
they propose to dispose of any shares of Registrable Stock pursuant to such
Registration, stating the number of shares of Registrable Stock they propose to
dispose of pursuant thereto, which number shall, subject to the provisions
hereof, be allocated on a pro rata basis to any offerings and sales of
Registrable Stock made pursuant to the Shelf Registration. Subject to Section
4(c), the Corporation will use its best efforts to effect promptly after the
Notice



<PAGE>   11


Period (but in any event within sixty (60) days following receipt of the
request for Registration) the Registration under the Act of all the shares of
Registrable Stock specified in the requests of the Initiating Holders and the
requests of such other Holders, notice of which is respectively subject,
however, to the limitations set forth in Section 4. The Corporation shall take
all necessary actions, at its expense, to permit each offer and sale of
Registrable Stock requested by the Initiating Holders (including the offer and
sale of any shares of Registrable Stock of such other Holders) within three (3)
Business Days of receipt of written request therefor, or as soon thereafter as
is reasonably practicable and without unreasonable expense, prior to the
expiration of the Shelf Registration as provided in Section 3(b).

                     (b) Section 2(b) is hereby amended and restated in its
entirety to read as follows:

                  Demand Registration. At any time from time to time following
the earlier of (i) the next date upon which the Corporation becomes eligible to
file a registration statement on Form S-3, and (ii) December 5, 2002, Initiating
Holders may make a written request for registration of their securities. After
receipt of a written request (a "Demand Registration Request") from any
Initiating Holder stating that such Initiating Holder desires and intends to
have the Corporation register (a "Demand Registration") all or a portion of the
Registrable Securities held by them under such circumstances, the Corporation
shall give notice (the "Registration Notice") to all of the Holders within
thirty (30) days of the Corporation's receipt of such registration request, and
the Corporation shall cause to be included in such registration all Registrable
Securities requested to be included therein by any such Holder within fifteen
(15) days after such Registration Notice is effective (subject to the provisions
of Section 2(c) and the final sentence of this Section 2(b)). After such fifteen
(15)-day period, the Corporation shall file as promptly as practicable a
registration statement and use its reasonable best efforts to cause such
registration statement to become effective under the Act and remain effective
for six (6) months or such shorter period as may be required if all such
Registrable Securities covered by such registration statement are sold prior to
the expiration of such six (6)-month period; provided, that, subject to the
following sentence, the Corporation shall not be obligated to effect any Demand
Registration pursuant to this Section 2(b) requested by the Initiating Holders
after the Corporation has effected three (3) Demand Registrations requested by
the Initiating Holders pursuant to this Section 2(b); provided, further, that to
the extent that any Registrable Securities that are initially requested to be
included by the Initiating Holder requesting the Demand Registration under this
Section 2 are not so included as a result of the provisions of the final
sentence of Section 2(c), the Corporation shall continue to be obligated to
effect three (3) Demand Registrations for such Initiating Holder pursuant to
this Section 2(b). Upon the request of either the Initiating Holders or the
Corporation, a Demand Registration shall be effected as a public offering
underwritten by a nationally recognized underwriter selected in accordance with
Section 7 below.

                     (c) Section 2(c) is hereby added to read as follows:

                  In the event of an underwritten offering pursuant to this
Section 2, if the managing underwriter of such offering shall advise the Holders
in writing that, in its opinion, the distribution of a specified portion of the
securities requested to be included in the registration would be reasonably
likely to materially adversely affect the distribution of all securities that
are to be offered by increasing the aggregate amount of the offering in excess
of the maximum amount of


                                      -2-

<PAGE>   12

securities which such managing underwriter believes can reasonably be sold in
the contemplated distribution within a price range acceptable to the Initiating
Holders, then the securities to be included in the registration shall be limited
to such number as can be sold within such price range and shall be allocated
among all the Holders thereof, including the Initiating Holders, in proportion
(as nearly as practicable) to the amount of Registrable Securities of the
Corporation owned by each Holder requesting inclusion therein. Notwithstanding
the foregoing, the parties hereto acknowledge that the managing underwriter may
determine, in its sole discretion, that all or certain shares of Common Stock or
other securities requested to be included in a registration pursuant to Section
2 by one or more particular parties shall be excluded or limited in order to not
adversely impact the offering and that this exclusion or limitation may or may
not be consistent with the pro rata stipulations of the priority provisions
above.

                     (d) Section 6(d) is hereby deleted in its entirety.

                  3. Governing Law. This Amendment shall be governed in all
respects by and construed in accordance with the local laws of the State of
Delaware and not the choice of law rules of such state. Any legal action or
proceeding with respect to this Amendment may be brought in the courts of the
State of Delaware or of the United States of America for the District of
Delaware, and, by execution and delivery of this Amendment, each of the
Corporation and the Investor hereby accepts for itself and in respect of its
property, generally and unconditionally, the jurisdiction of the aforesaid
courts. The Corporation irrevocably consents to the service of process out of
any of the aforementioned courts in any such action or proceeding by the mailing
of copies thereof by registered or certified mail, postage prepaid, to the
Corporation at its address set forth herein, such service to become effective
thirty (30) days after such mailing.

                  4. Entire Amendment. This Amendment, and the terms and
provisions hereof, constitute the entire agreement among the parties pertaining
to the subject matter hereof and supersedes any and all prior or contemporaneous
amendments relating to the subject matter hereof. Except as expressly amended
hereby, the Registration Rights Agreement shall remain unchanged and in full
force and effect. To the extent any terms or provisions of this Amendment
conflict with those of the Registration Rights Agreement, the terms and
provisions of this Amendment shall control. This Amendment shall be deemed part
of and is hereby incorporated into the Registration Rights Agreement.

                  5. Counterparts. This Amendment may be executed in any number
of counterparts, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Amendment by signing
any such counterpart. Delivery of an executed counterpart of this Amendment by
telefacsimile shall be equally as effective as delivery of an original executed
counterpart of this Amendment. Any party delivering an executed counterpart of
this Amendment by telefacsimile also shall deliver an original executed
counterpart of this Amendment, but the failure to deliver an original executed
counterpart shall not affect the validity, enforceability, and binding effect of
this Amendment.

                  6. Amendments. This Amendment cannot be altered, amended,
changed or modified in any respect or particular unless each such alteration,
amendment, change or modification shall have been agreed to by each of the
parties and reduced to writing in its entirety and signed and delivered by each
party.


                            [Signature page follows.]


                                      -3-


<PAGE>   13




                  IN WITNESS WHEREOF, the parties have caused this Amendment to
the Registration Rights Agreement to be executed and delivered as of the date
first written above.


                                  CORRECTIONS CORPORATION OF
                                  AMERICA, a Maryland corporation

                                  By:
                                     ------------------------------------------

                                  Its:
                                      -----------------------------------------

                                  PMI MEZZANINE FUND, L.P., a Delaware
                                  limited partnership

                                  By   Pacific Mezzanine Investors, LLC, a
                                       Delaware limited liability company, its
                                       General Partner


                                       By:
                                          -------------------------------------

                                       Its:
                                           ------------------------------------

                                  Address:

                                  610 Newport Center Drive, Suite 1100
                                  Newport Beach, California 92660
                                  Attention:  _________________________________
                                  Telefacsimile:  (949) 720-4222

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