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Exhibit 10.12
FORM OF CONTRIBUTION AGREEMENT
THIS CONTRIBUTION AGREEMENT (the "Agreement"), dated as of the __ day
of December, 1998, is by and among Corrections Corporation of America, a
Tennessee corporation, and certain of its subsidiaries listed on the signature
pages hereto, located at 00 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000
(collectively, "CCA"), and Juvenile and Jail Facility Management Services, LLC,
a Delaware limited liability company, located at 00 Xxxxxx Xxxxx Xxxxxxxxx,
Xxxxxxxxx, Xxxxxxxxx 00000 ("Juvenile and Jail Management").
WHEREAS, CCA is a party to that certain Amended and Restated Agreement
and Plan of Merger, dated as of September 29, 1998 (the "Merger Agreement"), by
and between CCA and CCA Prison Realty Trust, a Maryland real estate investment
trust ("Prison Realty"), pursuant to which CCA will merge with and into Prison
Realty Corporation, a newly formed Maryland corporation ("New Prison Realty"),
with New Prison Realty being the surviving corporation, and Prison Realty will
merge with and into New Prison Realty with New Prison Realty being the surviving
corporation (collectively, the "Merger");
WHEREAS, pursuant to the terms of the Merger and in order that New
Prison Realty may comply with the rules and regulations governing the
qualification and operation of a real estate investment trust (a "REIT"), at the
Closing (as hereinafter defined), prior to the consummation of the Merger, CCA
desires to transfer, convey, and assign all right, title and interest in and to
certain contracts with government entities related to the management and
operation of correction and detention facilities by CCA together with certain
accounts receivable and accounts payable related thereto and certain other net
assets used in connection therewith to Juvenile and Jail Management in exchange
for the consideration described herein, and will enter into certain other
agreements and undertake certain other actions all related thereto;
WHEREAS, the parties intend that the foregoing transactions qualify for
non-recognition treatment under Section 721 of the Internal Revenue Code of
1986, as amended; and
WHEREAS, the parties wish to confirm certain of the transactions
contemplated by the Merger and described herein and certain other matters.
NOW, THEREFORE, in consideration of these premises and the mutual
promises set forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, each of the parties
hereto hereby agrees as follows:
1. Transfer and Assignment of Management Contracts and Related Assets.
Subject to the terms and conditions of this Agreement, at the Closing (as
hereinafter defined), CCA shall transfer, convey, and assign to Juvenile and
Jail Management all of CCA's right, title and interest in and to those certain
management contracts (the "Management Contracts") and those certain accounts
receivable and accounts payable and other net assets exclusively related to the
management and operation of the correction and detention facilities listed on
Exhibit A attached hereto and
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incorporated herein by this reference (the Management Contracts, together with
the accounts receivable and accounts payable and other net assets are defined,
collectively, as the "Management Contract Assets").
2. Consideration. As consideration for the transfer, conveyance and
assignment of the Management Contract Assets to Juvenile and Jail Management,
CCA shall receive from Juvenile and Jail Management one hundred percent (100%)
of the non-voting limited liability company membership interest of Juvenile and
Jail Management (the "Membership Interest"). The Membership Interest shall
obligate Juvenile and Jail Management to distribute to the holder thereof
ninety-five percent (95%) of Juvenile and Jail Management's net income, as
determined in accordance with generally accepted accounting principles.
3. Liabilities to be Assumed by Juvenile and Jail Management. Juvenile
and Jail Management shall assume at the Closing (as hereinafter defined) all
liabilities related to the Management Contract Assets, including the related
accounts payable, as additional consideration to CCA hereunder.
4. Closing. The closing of the transactions contemplated hereby (the
"Closing") shall occur prior to the Merger on a date designated by CCA and
acceptable to Juvenile and Jail Management. At the Closing, CCA shall deliver
the Management Contract Assets and the rights set forth in paragraph 2 hereof
shall take effect. Juvenile and Jail Management shall deliver evidence of
ownership of the Membership Interest to CCA.
5. Conditions to Closing. The following shall be a condition of CCA's
obligation to close the transactions contemplated hereby:
The fulfillment or waiver of all conditions to CCA's and Prison
Realty's obligations under the Merger Agreement (except section 6.01(h)
of the Merger Agreement).
6. Accounts Receivable. If CCA shall receive payment for accounts
billed before the Closing or otherwise, then CCA shall pay the same to Juvenile
and Jail Management by check endorsement to Juvenile and Jail Management,
delivered in three business days after the receipt by CCA. If an endorsement is
not possible, CCA shall pay appropriate sums to Juvenile and Jail Management
promptly after receipt.
7. Further Assurances. The parties agree that this Agreement should be
supplemented
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by such further documents in form and substance reasonably satisfactory to the
parties and as may be reasonably requested by the parties or their counsel to
give effect to the foregoing and the general intent thereof. Such agreements
will contain, in addition to the terms and conditions set forth in this
Agreement, such terms and conditions deemed necessary to effectuate the
transactions contemplated thereby. The parties hereto hereby agree to act in
good faith and use reasonable efforts to consummate the transactions
contemplated herein and to take such other actions as may be required to
facilitate the consummation of the Merger and to ensure that New Prison Realty
shall continue to qualify and operate as a REIT after the Merger.
8. Termination. This Agreement shall cease to be effective if the
Merger is not consummated on or before December 31, 1999. This Agreement may be
terminated at any time prior to the Closing by mutual agreement of CCA and
Juvenile and Jail Management.
9. Confidentiality. Except as required by applicable law or legal
process or as approved by CCA, Juvenile and Jail Management and its
representatives shall maintain in confidence and not disclose to any third party
any information related to CCA, its subsidiaries, or Juvenile and Jail
Management or its representatives obtained in the course of the transaction. The
above restrictions shall not apply to information that (i) is or becomes public
(other than by reason of this paragraph) or (ii) was known or available to
Juvenile and Jail Management or its representatives from a third party having a
lawful right to disclose such information.
10. Successors. This Agreement shall be binding upon each of the
parties and shall also be binding upon their respective successors or assigns,
including a transferee of all or substantially all its assets.
11. Governing Law. This Agreement shall be governed by laws of the
State of Tennessee as to interpretation, construction and performance,
regardless of the choice of law provisions of Tennessee or any other
jurisdiction.
12. Amendments. This Agreement may not be modified or amended except by
a duly executed instrument in writing signed by CCA and Juvenile and Jail
Management.
13. Severability. If any provision of this Agreement shall be held
illegal, invalid or unenforceable, such illegality, invalidity or
unenforceability shall attach only to such provision and shall not in any manner
affect or render illegal, invalid or unenforceable any other provision of this
Agreement, and this Agreement shall be carried out as if any such illegal,
invalid or unenforceable provision were not contained herein.
14. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument. Delivery of an executed
counterpart of this Agreement by facsimile shall be equally effective as
delivery of a manually executed counterpart. Any party delivering an unexecuted
counterpart of this Agreement by facsimile shall also deliver a manually
executed counterpart, but
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the failure to deliver a manually executed counterpart shall not affect the
validity, enforceability and binding effect of this Agreement.
15. Interpretation. The provisions of this Agreement shall be
interpreted in a reasonable manner to effect the intentions of the parties and
this Agreement.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed by its duly authorized officer on the day first above written.
CCA:
CORRECTIONS CORPORATION OF AMERICA,
a Tennessee corporation
By:
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Its:
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CONCEPT INCORPORATED, a Delaware corporation
By:
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Its:
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CORRECTION PARTNERS, INC., a Delaware
corporation
By:
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Its:
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DIBOLL CORRECTIONAL CENTER, INC., a
Kentucky corporation
By:
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Its:
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JUVENILE AND JAIL MANAGEMENT:
JUVENILE AND JAIL FACILITY MANAGEMENT
SERVICES, LLC, a Delaware limited liability
company
By:
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Its:
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EXHIBIT A
Xxxxxxxx Xxxxx Xxxx
Xxx Xxxxxx Xxxx
Xxx Xxxxxx Jail Annex
Xxxxxxxxxx Intermediate Sanction Facility
Citrus County Detention Facility
Xxxxx X. Xxxx Criminal Justice Center
Davidson County Juvenile Detention Center
Xxxxxxxxx Detention Center
Hernando County Jail
Lake City Correctional Center
Liberty County Jail
Xxxxxx County Jail II
Metro-Davidson County Detention Facility
Ockeechobee Juvenile Offender Correction Center
Xxxxx Youthful Offender Correctional Facility
Silverdale Facilities
Southwest Indiana Youth Village
Tall Trees
Venus Pre-Release Center
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