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Exhibit 10(ff)
EXERCISE AGREEMENT
(Holdenville)
THIS EXERCISE AGREEMENT is entered into effective as of January 5,
1998, by and between CCA PRISON REALTY TRUST, a Maryland real estate investment
trust (the "Company") and CORRECTIONS CORPORATION OF AMERICA, a Tennessee
corporation ("CCA").
R E C I T A L S:
WHEREAS, the Company and CCA entered into a Right to Purchase Agreement
dated as of July 7, 1997 whereby, among other things, CCA granted the Company an
option to acquire any Future Facility under terms and conditions set forth
therein (the "Right to Purchase Agreement"); and
WHEREAS, CCA owns a correctional facility in Holdenville, Xxxxxx
County, Oklahoma, on real estate described on Exhibit A, attached hereto (the
"Facility"); and
WHEREAS, the Company desires to exercise its option to acquire the
Facility; and
WHEREAS, the Right to Purchase Agreement provides that Future
Facilities will be acquired on terms and conditions generally consistent with
the terms and conditions of the Company's acquisition of certain other
facilities from CCA, one of which facilities was a certain facility in
Youngstown, Ohio, acquired by the Company pursuant to an Option Agreement dated
July 7, 1997 (the "Youngstown Option Agreement") which CCA and the Company have
agreed to partially incorporate by reference for the purpose of setting forth
certain of the terms and conditions of the Company's acquisition of the
Facility;
NOW, THEREFORE, for and in consideration of the premises, and other
good and valuable considerations, the receipt and sufficiency of which are
hereby acknowledged, the Company and CCA hereby agree as follows:
1. Exercise of Option. The Company hereby exercises its option to
acquire the Facility, pursuant to the terms of Paragraph 3 of the
Right to Purchase Agreement. The Facility will be transferred
subject to that certain Lease and Operation Agreement between the
Holdenville Industrial Authority (the "Authority") and the
Oklahoma Department of Corrections, dated as of July 1, 1996 (the
"L & O Agreement").
2. Terms. The purchase price for the Facility is $36,132,118.00:
The Facility will be leased to CCA pursuant to the Master
Agreement to Lease between the Company and CCA, dated July 18,
1997 on the following terms:
Term - Ten (10) years with three (3) five (5) year renewals
Rent - $3,974.533.00 per year, subject to adjustment
to fair market value for the first, second and third
extended terms.
The lease will be subject to the L & O Agreement.
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3. Additional Terms. (i) The conveyance of the Facility shall not
include the rights of CCA under (a) the Monitor Agreement dated
August 29, 1995 with Xxxxxx & Associates or (b) the Marketing
Services Agreement dated August 29, 1995 with Capitol
Consultants. Further, it is specifically acknowledged and agreed
by the parties that CCA does not own, and is not conveying to the
Company, any rights to the inmate pay telephone service
agreements relating to the Facility, or to any renewals or
replacements thereof. The Company acknowledges that the Authority
and the vendor under the inmate pay telephone service agreement
with the Authority may have access to the inmate pay telephone
equipment in the Facility during normal business hours upon
reasonable notice to operate, maintain and repair the equipment.
(ii) For convenience of reference, CCA and the Company agree
that the Company's acquisition of the Facility shall be
undertaken in accordance with the following provisions of the
Youngstown Option Agreement: Articles IV, V, VI, VII, VIII, IX,
X, XI and to the extent applicable, the definitions set forth in
Article I, all of which are incorporated herein by reference and
made a part hereof. The Effective Date of this Exercise Agreement
shall be the date first written above.
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IN WITNESS WHEREOF, the Company and CCA have executed this Exercise
Agreement as of the day and date first set forth above.
CCA PRISON REALTY TRUST, a Maryland real
estate investment trust
By: /S/ Doctor X. Xxxxxx
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Title: President
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CORRECTIONS CORPORATION OF AMERICA,
a Tennessee corporation
By: /S/ Xxxxxxx X. Xxxxxxxxxx
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Title: Vice President, Finance
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EXHIBIT A
A tract of land lying in the Southeast Quarter (SE/4) of Section 10,
Township 7 North, Range 8 East, Indian Meridian, Xxxxxx County, Oklahoma,
further described as a point of beginning at a point along the South line of
said SE/4, S 89(degree)20'02" W, 469.25 feet from the Southeast corner of said
SE/4; thence along the South line of said SE/4, S 89(degree)20'02" W, 1030.75
feet; thence N 00(degree)57'37" W, 2323.20 feet and parallel to the East line of
said SE/4; thence N 89(degree)20'02" E, 1500.00 feet and parallel to the South
line of said SE/4; thence along said East line of the SE/4 S 00(degree)57'37" E,
1859.20 feet; thence S 89(degree)20'02" W, 469.25 feet; thence S
00(degree)57'37" E, 464.00 feet to the Point of Beginning, containing 75 acres,
more or less.
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