1
EXHIBIT 10.2
MUTUAL WRITTEN CONSENT TO TERMINATE
AGREEMENT AND PLAN OF MERGER
This MUTUAL WRITTEN CONSENT TO TERMINATE AGREEMENT AND PLAN OF MERGER,
dated as of June 30, 2000 ("the Agreement"), is by and among PRISON REALTY
TRUST, INC., a Maryland corporation ("Prison Realty"); CCA ACQUISITION SUB, INC.
("CCA Sub"), PMSI ACQUISITION SUB, INC. ("PMSI Sub"), and JJFMSI ACQUISITION
SUB, INC. ("JJFMSI Sub"), each a Tennessee corporation and a wholly-owned
subsidiary of Prison Realty; CORRECTIONS CORPORATION OF AMERICA, a Tennessee
corporation ("CCA"); PRISON MANAGEMENT SERVICES, INC., a Tennessee corporation
("PMSI"); and JUVENILE AND JAIL FACILITY MANAGEMENT SERVICES, INC., a Tennessee
corporation ("JJFMSI").
W I T N E S S E T H:
WHEREAS, Prison Realty, CCA Sub, PMSI Sub, JJFMSI Sub, CCA, PMSI, and
JJFMSI are parties to that certain Agreement and Plan of Merger, dated December
26, 1999 (the "Agreement and Plan of Merger");
WHEREAS, Section 7.01 of the Agreement and Plan of Merger provides that
the agreement may be terminated at any time prior to the Effective Time (as
defined therein) by the mutual written consent of the parties thereto; and
WHEREAS, each of Prison Realty, CCA Sub, PMSI Sub, JJFMSI Sub, CCA,
PMSI, and JJFMSI desire to terminate the Agreement and Plan of Merger as
evidenced hereby.
NOW, THEREFORE in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
TERMINATION. Each of Prison Realty, CCA Sub, PMSI Sub, JJFMSI Sub, CCA,
PMSI, and JJFMSI hereby terminate the Agreement and Plan of Merger pursuant to
Section 7.01 thereof.
IN WITNESS WHEREOF, each of the undersigned has caused the foregoing
Agreement to be executed as of the date first above written.
COMPANIES:
PRISON REALTY TRUST, INC.
By: /s/Xxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Chairman of the Board of
Directors
[Additional Signature Page to Follow]
2
CCA ACQUISITION SUB, INC.
By: /s/Xxxxxxx X. Xxxxxxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: President and Chief Executive
Officer
PMSI ACQUISITION SUB, INC.
By /s/Xxxxxxx X. Xxxxxxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: President and Chief Executive
Officer
JJFMSI ACQUISITION SUB, INC.
By: /s/Xxxxxxx X. Xxxxxxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: President and Chief Executive
Officer
CORRECTIONS CORPORATION OF AMERICA
By: /s/Xxxxxxx X. Xxxxxxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Chief Financial Officer and
Secretary
PRISON MANAGEMENT SERVICES, INC.
By: /s/Xxxxxxx X. Xxxxxxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: President and Chief Executive
Officer
JUVENILE AND JAIL FACILITY
MANAGEMENT SERVICES, INC.
By: /s/Xxxxxxx X. Xxxxxxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: President and Chief Executive
Officer
