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EXHIBIT 10.32
TERMINATION AGREEMENT WITH RESPECT TO
AMENDED AND RESTATED SERVICES AGREEMENT
This TERMINATION AGREEMENT WITH RESPECT TO AMENDED AND RESTATED SERVICES
AGREEMENT (the "Agreement") is entered into as of September 29, 2000, by and
among Prison Realty Trust, Inc., a Maryland corporation formerly known as Prison
Realty Corporation ("Prison Realty"), Corrections Corporation of America, a
Tennessee corporation formerly known as Correctional Management Services
Corporation ("CCA"), and CCA Acquisition Sub, Inc., a Tennessee corporation and
wholly owned subsidiary of Prison Realty ("Sub"). Sub is a party to this
Agreement for the purpose of acknowledging and consenting to the agreements of
Prison Realty and CCA contained herein.
W I T N E S S E T H:
WHEREAS, Prison Realty and CCA are parties to that certain Amended and
Restated Services Agreement, dated March 5, 1999, as amended by Amendment Number
One to Amended and Restated Services Agreement, dated as of June 9, 2000 (the
"Amended and Restated Services Agreement"), copies of which are attached hereto
as Exhibit A;
WHEREAS, Prison Realty, CCA and Sub are parties to that certain
Agreement and Plan of Merger, dated June 30, 2000, pursuant to which CCA will
merge with and into Sub with Sub being the surviving corporation (the "Merger");
and
WHEREAS, pursuant to Section 7.21 of that certain Amended and Restated
Credit Agreement, dated August 4, 1999, by and among Prison Realty as Borrower,
certain of its subsidiaries as Guarantors, those parties identified as the
Lenders thereunder, Xxxxxx Commercial Paper Inc. ("Xxxxxx") as Administrative
Agent, Societe Generale as Documentation Agent, The Bank of Nova Scotia as
Syndication Agent, and Southtrust Bank (formerly known as Southtrust Bank, N.A.)
as Co-Agent, as amended by the terms of that certain Waiver and Amendment, dated
June 9, 2000, by and between Prison Realty and Xxxxxx as Administrative Agent on
behalf of the Lenders, Prison Realty has agreed to cause the termination of the
Amended and Restated Services Agreement in connection with, and at the time of,
the consummation of the Merger.
NOW, THEREFORE, in consideration of the premises, and other good and
valuable considerations, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree that the Amended and Restated Services
Agreement shall be, and hereby is, terminated and shall be of no further force
or effect, effective as of the completion of the Merger.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
PRISON REALTY TRUST, INC.
By: /s/ Xxxx X. Xxxxxxxx
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Title: President and Chief Executive Officer
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CORRECTIONS CORPORATION
OF AMERICA
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Title: Secretary and Chief Financial Officer
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CCA ACQUISITION SUB, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Title: President
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EXHIBIT A
[intentionally omitted]
