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EXHIBIT 10.2
SECOND MASTER AMENDMENT TO LEASE AGREEMENTS
THIS SECOND MASTER AMENDMENT TO LEASE AGREEMENTS ("Amendment") is made
and entered into as of the 9th day of June, 2000, by and between PRISON REALTY
TRUST, INC. (formerly Prison Realty Corporation), a Maryland corporation
("Landlord") and CORRECTIONS CORPORATION OF AMERICA (formerly Correctional
Management Services Corporation), a Tennessee corporation ("Tenant").
WITNESSETH:
WHEREAS, Landlord and Tenant have entered into those certain Lease
Agreements dated January 1, 1999, and thereafter, along with all amendments
thereto, as set forth on Schedule A (each such lease agreement referred to
individually as a "Lease," and collectively as the "Leases"), whereby Landlord
agreed to lease to Tenant and Tenant agreed to lease from Landlord certain
properties (the property that is the subject of an individual Lease being
referred to as "Leased Property," and the properties that are the subject of the
Leases collectively being referred to as "Leased Properties"), as more
particularly set forth therein;
WHEREAS, Landlord and Tenant have entered into a Master Agreement to
Lease dated January 1, 1999, along with all amendments thereto (the "Master
Agreement"), which sets forth certain agreements of the parties with respect to
the lease of the Leased Properties;
WHEREAS, Landlord and Tenant now desire to amend the Leases as more
particularly set forth herein; and
WHEREAS, Landlord and Tenant have agreed that the payment of all Base
Rent and Additional Rent for December, 1999 shall be deferred.
NOW, THEREFORE, in consideration of the premises and of their
respective agreements and undertakings herein, Landlord and Tenant agree as
follows:
1. Effective January 1, 2000, and subject to the terms and
provisions and the satisfaction of the conditions set forth hereinafter, Section
2.1 of each Lease is deleted in its entirety and the following Section 2.1 shall
be inserted in lieu thereof.
2.1 Base Rent. Tenant shall pay Landlord Base Rent for
the Term in arrears in installments payable on each June 30 and December 31
during the Term, the Extended Term the Second Extended Term and the Third
Extended Term, in accordance with the Base Rent Schedule attached hereto as
Exhibit B, provided, for calendar year 2000, the Base Rent installment due June
30, 2000 shall be deferred to September 30, 2000. Additionally, for the period
beginning January 1, 2000 through September 30, 2000, Tenant shall pay to
Landlord installments of Base Rent as follows:
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Payment Amount Due Date of Payment
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$12,945,205 February 14, 2000
$11,946,692 April 7, 2000
$4,000,000 Within five (5) business days
of May 5, 2000
$2,000,000 Within five (5) business days
of June 16, 2000
$12,000,000 Within five (5) business days
of July 5, 2000
$8,000,000 Within five (5) business days
of August 5, 2000
$5,000,000 Within five (5) business days
of September 5, 2000
The foregoing installments shall be applied first to pay all Base Rent
for December, 1999 and thereafter, to pay a portion of the Base Rent
due for the period from January 1, 2000 through September 30, 2000. On
September 30, 2000 all unpaid Base Rent and Additional Rent due for the
period from January 1, 2000 through September 30, 2000 shall be due and
payable.
Reference is made to the following agreements by and between
Landlord and Tenant: Amendment Number One to Business Development
Agreement dated as of June 9, 2000, Amendment Number One to Amended and
Restated Services Agreement dated as of June 9, 2000, and Amendment
Number One to Amended and Restated Tenant Incentive Agreement dated as
of June 9, 2000 (collectively, the "Agreements"). Pursuant to the
Agreements, the payment of certain fees due from Landlord to Tenant has
been deferred (the "Deferred Fees"), as more specifically set forth
therein. Notwithstanding the other provisions hereof, in the event that
Landlord pays to Tenant and Tenant accepts any portion of the Deferred
Fees prior to the date due under the Agreements, (the "Advance Fee
Payments"), then, in such event, Tenant shall pay to Landlord all Base
Rent accruing after January 1, 2000 and unpaid, through the date of
such Advance Fee Payments, in the same proportion as the Advance Fee
Payments bear to the Deferred Fees.
2. In addition to payments of Base Rent as set forth above,
Tenant hereby agrees to pay Landlord interest on all sums of Base Rent which
would have been payable to Landlord pursuant to the terms of the Leases had the
Leases not been amended pursuant to this Amendment, from the date each such
payment of Base Rent would have been payable, to the date such Base Rent is
actually paid. Such interest shall accrue at a rate equal to the then current
non-default rate of interest
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applicable to Tenant's Loan and Security Agreement with Foothill Capital
Corporation, as Agent and Lender, as such agreement may be amended, modified or
refinanced from time to time. The foregoing interest rate shall adjust as and
when Tenant's interest rate adjusts pursuant to the aforesaid Loan and Security
Agreement.
3. In the event Tenant fails to pay in cash when due any
installment of Base Rent pursuant to revised Section 2.1 as set forth in
Paragraph 1 above, all Base Rent which would have been payable as of the date of
such failure to pay, had the Leases not been amended pursuant to this Amendment,
shall become immediately due and payable to Landlord.
4. It is an express condition of the Amendment that the
provisions hereof shall be effective only upon Landlord's receipt of such
resolutions and/or fairness opinions as may be required pursuant to that certain
First Supplemental Indenture between Landlord and State Street Bank and Trust
Company, as trustee, dated as of June 11, 1999. Landlord agrees to provide to
Tenant copies of all such resolutions and/or fairness opinions promptly
following receipt thereof by Landlord.
5. Except as modified or amended herein, all terms and provisions
of each Lease shall continue and remain in full force and effect.
[signatures on the following page]
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first set forth above:
LANDLORD:
PRISON REALTY TRUST, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Its: Chairman of the Board of Directors
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TENANT:
CORRECTIONS CORPORATION OF AMERICA
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Its: Chief Financial Officer and Secretary
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SCHEDULE A
1. Lease Agreement (Transcor)
2. Lease Agreement (Headquarters)
3. Lease Agreement (Bent County)
4. Lease Agreement (Bridgeport)
5. Lease Agreement (California City)
6. Lease Agreement (Central Arizona)
7. Lease Agreement (Cibola County)
8. Lease Agreement (Cimarron)
9. Lease Agreement (Coffee)
10. Lease Agreement (Crossroads)
11. Lease Agreement (Xxxxx)
12. Lease Agreement (Diamondback)
13. Lease Agreement (Eden)
14. Lease Agreement (Xxxx)
15. Lease Agreement (Houston)
16. Lease Agreement (Huerfano)
17. Lease Agreement (Kit Xxxxxx)
18. Lease Agreement (Laredo)
19. Lease Agreement (Leavenworth)
20. Lease Agreement (Xxx)
21. Lease Agreement (Xxxxxx)
22. Lease Agreement (Mineral Xxxxx)
23. Lease Agreement (NM Women's)
24. Lease Agreement (North Fork)
25. Lease Agreement (Northeast Ohio)
26. Lease Agreement (Otter Creek)
27. Lease Agreement (Prairie)
28. Lease Agreement (River City)
29. Lease Agreement (Shelby)
30. Lease Agreement (T. Xxx Xxxxx)
31. Lease Agreement (Torrance County)
32. Lease Agreement (Xxxx County)
33. Lease Agreement (West Tennessee)
34. Lease Agreement (Xxxxxxx)
35. Lease Agreement (Whiteville)
36. Lease Agreement (Xxxxxxxx)
37. Lease Agreement (East Mesa)
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