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Exhibit 10.1
AMENDED AND RESTATED LEASE AGREEMENT
(Xxx Adjustment Center, Inc.)
THIS LEASE AGREEMENT ("Lease") dated as of the 17th day of April, 1998,
by and between CCA PRISON REALTY TRUST, a Maryland real estate investment trust
("CCA REIT"), and USCC, INC., a Kentucky corporation ("USCC") (collectively, the
"Landlord") and CORRECTIONS CORPORATION OF AMERICA, a Tennessee corporation
("CCA") and XXX ADJUSTMENT CENTER, INC., a Kentucky corporation ("Subsidiary")
(collectively, the "Tenant").
R E C I T A L S:
WHEREAS, Landlord and Tenant are parties to a Master Agreement to Lease
dated July 17, 1997, as amended by First Amendment to Master Agreement to Lease
dated as of April 17, 1998 (the "Master Agreement") which sets forth certain
agreements of the parties with respect to the lease of various properties
including the property that is the subject of this Lease;
WHEREAS, USCC, as Landlord, and Subsidiary, as Tenant, are parties to a
Lease Agreement dated as of April 17, 1998 whereby USCC has leased certain
property described therein to Subsidiary (the "Original Lease"); and
WHEREAS, CCA REIT has become the ultimate parent of USCC and CCA is the
parent of Subsidiary and the parties desire to amend and restate the Original
Lease;
NOW, THEREFORE, in consideration of the premises and of their
respective agreements and undertakings herein, Landlord and Tenant agree that
the Original Lease is hereby amended and restated as follows:
ARTICLE I
PREMISES AND TERM
1.1 Leased Property. Landlord hereby leases to Tenant and Tenant leases
from Landlord the Land located in Beattyville, Xxx County, Kentucky, described
in Exhibit A hereto, and all Improvements, Fixtures, and Personal Property
thereon or thereto (each as defined in the Master Agreement, and, together with
said Land, the "Leased Property");
SUBJECT, HOWEVER, to the lien of the mortgage debt described in Exhibit
B hereto, if any, and to all easements, liens, encumbrances, restrictions,
agreements, and other title matters existing as of the date hereof and listed in
Exhibit C hereto (collectively "Permitted Exceptions").
1.2 Term. The initial term (the "Fixed Term") of the Lease shall be for
a fixed term of ten (10) years commencing on May 1, 1998 (the "Commencement
Date") and expiring on April 30, 2008 (the "Expiration Date"). The Term of this
Lease may be renewed on the mutual agreement
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of Landlord and Tenant as follows: (i) provided that Tenant gives Landlord
notice on or before the date which is six (6) months prior to the Expiration
Date, upon the mutual agreement of Landlord and Tenant, the Lease shall be
renewed for one (1) additional five (5) year term (the "Extended Term") on the
same terms and provisions (other than with respect to renewal) as the Fixed
Term, as set forth in the Lease; (ii) provided that Tenant gives Landlord notice
on or before the date which is six (6) months prior to the expiration of the
Extended Term, upon the mutual agreement of Landlord and Tenant, the Lease shall
be renewed for one (1) additional five (5) year term (the "Second Extended
Term") on the same terms and provisions (other than with respect to renewal) as
the Fixed Term, as set forth in the Lease; and (iii) provided that Tenant gives
Landlord notice on or before the date which is six (6) months prior to the
expiration of the Second Extended Term, upon the mutual agreement of Landlord
and Tenant, the Lease shall be renewed for one (1) additional five (5) year term
(the "Third Extended Term") on the same terms and provisions (other than with
respect to renewal) as the Fixed Term, as set forth in the Lease. Tenant's right
to so extend the Term of the Lease is conditioned on Landlord's prior approval
of the Extended Term, Second Extended Term, or Third Extended Term, as the case
may be. The term "Term" used in this Agreement means the Fixed Term, Extended
Term, Second Extended Term and Third Extended Term, as appropriate. The term
"Lease Year" means each twelve (12) month period during the Term commencing on
January 1 and ending on December 31, except the first Lease Year of each Lease
shall be the period from the Commencement Date through the following December
31, and the last Lease Year shall end on the date of termination of the Lease if
a day other than December 31. Landlord may terminate this Lease prior to the
expiration of the Term hereof, at any time following the date which is five (5)
years from the date hereof, upon written notice to Tenant not less than eighteen
(18) months prior to the effective date of such termination.
ARTICLE II
RENT
2.1 Base Rent. Tenant shall pay Landlord Base Rent for the Term in
advance in consecutive monthly installments payable on the first day of each
month during the Term, the Extended Term, Second Extended Term and the Third
Extended Term, commencing on the Commencement Date provided for in Section 1.03
of the Master Agreement, in accordance with the Base Rent Schedule attached
hereto as Exhibit B.
2.2 Additional Rent. The Base Rent shall be subject to such increases
over the Term as determined pursuant to Section 2.02 of the Master Agreement.
2.3 Other Additional Rent. Tenant shall also pay all Other Additional
Rent with respect to the Leased Property, as set forth in the Master Agreement.
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ARTICLE III
OTHER TERMS AND CONDITIONS
3.1 Master Agreement Incorporated Herein. This Amended and Restated
Lease Agreement constitutes a "Lease" pursuant to the Master Agreement and all
provisions of the Master Agreement (except any provisions expressly therein not
to be a part of an individual lease of leased property) are hereby incorporated
in and are a part of this Lease of the Leased Property.
3.2 Recordation. At the request of Landlord or Tenant, a short form
memorandum of this Lease may be recorded in the real estate records of any
county which Landlord or Tenant deems appropriate in order to provide legal
notice of the existence hereof.
IN WITNESS WHEREOF, the Landlord and the Tenant have executed this
Lease or caused the same to be executed by their respective duly authorized
officers as of the date first set forth above.
CCA PRISON REALTY TRUST
By:
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Title:
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USCC, INC.
By:
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Title:
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XXX ADJUSTMENT CENTER, INC.
By:
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Title:
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XXXXXXXXXXX XXXXXXXXXXX XX XXXXXXX
By:
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Title:
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EXHIBIT A
[Legal Description of Leased Property]
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EXHIBIT B
Base Rent Schedule
(Property: Xxx Adjustment Center, Inc.)
Tenant will pay to Landlord annual Base Rent of $4,697,000.00 payable
in equal monthly instalments beginning on the Commencement Date of $391,417.00.
Base Rent for the Extended Term, Second Extended Term and Third
Extended Term shall be equal to the fair market rental value of the Leased
Property as of the respective commencement dates thereof.
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EXHIBIT C
Mortgage Debt
(Property: Xxx Adjustment Center, Inc.)
This property is subject to the following Mortgage Debt: (or subsequent
Mortgage Debt)
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EXHIBIT D
Permitted Exceptions
(Property: Xxx Adjustment Center, Inc.)
