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EXHIBIT 10.14
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Assignment and
Assumption Agreement") is executed and delivered as of this 31st day of
December, 1998, by and among CORRECTIONS CORPORATION OF AMERICA, a Tennessee
corporation ("CCA"), CORRECTIONS PARTNERS, INC., a Delaware corporation ("CPI"),
GADSDEN CORRECTIONAL INSTITUTE, INC., a Kentucky corporation ("GCI") and PRISON
MANAGEMENT SERVICES, LLC, a Delaware limited liability company ("Prison
Management"). This Assignment and Assumption Agreement is being delivered
pursuant to that certain Contribution Agreement dated as of the 31st day of
December, 1998 (the "Contribution Agreement"), among CCA, CPI, GCI and Prison
Management. Capitalized terms used herein without definition are used herein as
defined in the Contribution Agreement.
1. Assignment of Assets. CCA, CPI and GCI hereby assign to Prison
Management, any and all of their right, title and interest in and to the
management contracts relating to the government-owned adult detention
facilities listed on Schedule A attached hereto, and all accounts receivable
relating to such facilities.
2. Assumption of Liabilities. Prison Management hereby assumes and
undertakes to pay, perform and otherwise discharge, all of the liabilities
described in Schedule B (the "Assumed Liabilities") attached hereto.
3. Further Assurances. Each party hereto shall execute, acknowledge and
deliver to the other party all documents, and shall take all actions, reasonably
requested by such other party from time to time to confirm or effect the matters
set forth herein, or to otherwise carry out the purpose of the Contribution
Agreement and this Assignment and Assumption Agreement.
4. Contribution Agreement. This Assignment and Assumption Agreement is
entered into pursuant to and is subject to all of the terms of the Contribution
Agreement, and nothing herein shall be deemed to modify any of the
representations, warranties, covenants and obligations of the parties
thereunder.
5. Interpretation. In the event of any conflict or inconsistency between
the terms, provisions and conditions of this Assignment and Assumption Agreement
and the Contribution Agreement, the terms, provisions and conditions of the
Contribution Agreement shall govern.
6. Counterparts. This Assignment and Assumption Agreement may be executed
in counterparts, each of which shall be deemed to be an original but all of
which together shall constitute a single agreement.
7. Governing Law. This Assignment and Assumption Agreement shall be
governed by and construed in accordance with the laws of the State of Tennessee.
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IN WITNESS WHEREOF, the parties hereto have executed this Assignment
and Assumption Agreement as of the day and year first above written.
CORRECTIONS CORPORATION OF AMERICA
By: /s/ Doctor X. Xxxxxx
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Its: Chief Executive Officer
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CORRECTIONS PARTNERS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Its: President
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GADSDEN CORRECTIONAL INSTITUTE, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Its: President
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PRISON MANAGEMENT SERVICES, LLC
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Its: Chief Manager
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SCHEDULE A
FACILITIES COVERED BY ASSIGNMENT
CCA
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FACILITY LOCATION BED CAPACITY
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Bay Correctional Facility................... Panama City, Florida 750
Guayama Correctional Center................. Guayama, Puerto Rico 1,000
Xxxxxxxx County Correctional Facility....... Whiteville, Tennessee 2,016
Idaho Correctional Facility................. Boise, Idaho 1,250
Lawrenceville Correctional Center........... Lawrenceville, Virginia 1,500
Ponce Adult Correctional Facility........... Ponce, Puerto Rico 1,000
South Central Correctional Facility......... Clifton, Tennessee 1,506
Xxxxxxxxx County Correctional Facility...... Woodville, Mississippi 850
Xxxx Correctional Center.................... Winnfield, Louisiana 1,474
CPI
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FACILITY LOCATION BED CAPACITY
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Delta Correctional Facility................. Greenwood, Mississippi 1,016
GCI
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FACILITY LOCATION BED CAPACITY
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Gadsden Correctional Institution............ Gadsden, Florida 800
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SCHEDULE B
ASSUMED LIABILITIES
The liability to be assumed by Prison Management consists of $5,000,000 of
indebtedness outstanding under the $125,000,000 REVOLVING CREDIT FACILITY
Pursuant to Credit Agreement among CORRECTIONS CORPORATION OF AMERICA, the
Lenders Party thereto and FIRST UNION NATIONAL BANK OF TENNESSEE, as Agent,
dated September 6, 1996.
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