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EXHIBIT 10.29
LEASE AGREEMENT
(CUSHING)
THIS LEASE AGREEMENT ("Lease") dated as of the 12th day of December,
1997, by and between CCA PRISON REALTY TRUST, a Maryland real estate investment
trust ("Landlord") and CORRECTIONS CORPORATION OF AMERICA, a Tennessee
corporation ("Tenant").
RECITALS
WHEREAS, Tenant (or one of Tenant's affiliates) has concurrently
conveyed to Landlord the property described in Exhibit A hereto, and Landlord
and Tenant desire that Landlord lease such property back to Tenant; and
WHEREAS, Landlord and Tenant have entered into a Master Agreement to
Lease dated July 18, 1997 (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;
NOW, THEREFORE, in consideration of the premises and of their
respective agreements and undertakings herein, Landlord and Tenant agree 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 Cushing, Xxxxx County, Oklahoma, 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"); such Leased Property collectively known and
described at the date hereof as Cimarron Correctional Facility;
SUBJECT, HOWEVER, to the lien of the mortgage debt described in Exhibit
C 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 D 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 December 12, 1997 (the
"Commencement Date") and expiring on December 11, 2007 (the "Expiration Date").
The Term of this Lease may be renewed on the mutual agreement 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
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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.
ARTICLE III
OTHER TERMS AND CONDITIONS
3.1 Master Agreement Incorporated Herein. 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.
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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: /s/ Doctor X. Xxxxxx, III
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Title: President
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CORRECTIONS CORPORATION OF AMERICA
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Title: Vice President, Finance
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EXHIBIT A
[LEGAL DESCRIPTION OF LEASED PROPERTY]
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EXHIBIT B
BASE RENT SCHEDULE
(Property: Cimarron Correctional Facility, Cushing, Xxxxx County, Oklahoma)
Tenant will pay to Landlord annual Base Rent of $4,212,640.00 payable
in equal monthly instalments beginning on the Commencement Date of: $351,053.33
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: Cimarron Correctional Facility, Cushing, Xxxxx County, Oklahoma)
This property is subject to the following Mortgage Debt (or subsequent
Mortgage Debt):
1. Mortgage and Security Agreement in favor of First Union
National Bank as Administrative Agent dated December 12,
1997
2. Assignment of Rents, Leases and Profits in favor of First
Union National Bank as Administrative Agent dated December
12, 1997.
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EXHIBIT D
PERMITTED EXCEPTIONS
(Property: Cimarron Correctional Facility, Cushing, Xxxxx County, Oklahoma)
