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EXHIBIT 4(q)
WARRANT REPURCHASE AGREEMENT
This Warrant Repurchase Agreement is made and entered into this 1st
day of February, 1995, by and between First Union National Bank of Tennessee, a
national banking association ("Seller"), and Corrections Corporation of
America, a Delaware corporation headquartered in Nashville, Tennessee
("Buyer").
FOR AND IN CONSIDERATION of the mutual covenants contained herein and
other good and valuable consideration, the parties hereto agree as follows:
1. Recitals. Seller desires to sell to Buyer, and Buyer is
willing to purchase from Seller, warrants to purchase 60,000 shares of Common
Stock of Buyer owned by Seller (the "Warrants"), all in accordance with the
terms of this Agreement.
2. Redemption of The Warrants. Seller hereby agrees to sell and
assign, and Buyer hereby agrees to purchase all of the Warrants at the closing
on the terms and conditions set forth herein.
3. Payment of Purchase Price. The purchase price (the "Purchase
Price") for the Warrants shall be the product of 60,000 times the difference
between (i) the closing bid price of Buyer's Common Stock as reported on the
New York Stock Exchange on January 5, 1995 ($18.00), and (ii) $7.50, which
represents the current exercise price for the Shares of Common Stock underlying
the Warrants. At the Closing, Buyer shall deliver to Seller by wire transfer
or cash an amount equal to the Purchase Price. At the Closing, Seller shall
deliver to Buyer the certificate(s) evidencing the Warrants.
4. Warranties and Representations of Seller. Seller represents
and warrants that it is the lawful owner of, and has good and marketable title
to, the Warrants; the Warrants are subject to no liens or encumbrances
whatsoever; and Seller has full power and authority to enter into this
Agreement and to convey the valid title of the Warrants to Buyer free and clear
of all liens, pledges and encumbrances whatsoever. Neither the execution and
delivery of this Agreement nor the carrying out of the transactions
contemplated hereby will result in any violation of any term of any material
agreement or instrument to which the Seller is a party or by which it or any of
its properties is bound, or of any law or governmental order, rule or
regulation which is applicable to the Seller. No consents or approvals of any
persons or entities, governmental or otherwise, are required which have not
been, or will not have been prior to the closing, obtained in respect of the
execution and delivery by the Seller of this Agreement and the carrying out of
the transactions contemplated hereby on the part of the Seller.
5. Indemnification by Seller. Seller agrees to defend, indemnify
and hold harmless Buyer from, against in respect of any and all loss or damage
to Buyer in whole or in part resulting from:
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(a) Any breach of any of the warranties by Seller contained
herein, or any misstatement or omission of fact, or failure to state the facts
necessary to make those statements made not misleading, in or under this
Agreement; and
(b) Any liability or obligation arising out of any actions,
suits, proceedings, claims, demands, judgments, costs and expenses (including
court costs and reasonable legal and accounting fees) incident to any of the
foregoing.
6. Closing. The Closing of the purchase and sale of the Warrants
(the "Closing") shall take place on February 1, 1995 or on such other date as
agreed to by the parties hereto.
7. Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Tennessee,
applicable to contracts made and to be performed therein.
8. Survival. All provisions of this Agreement shall survive the
Closing.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first above written.
BUYER:
CORRECTIONS CORPORATION OF AMERICA
/s/ Xxxxxxx X. Xxxxxxxxxx
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Xxxxxxx X. Xxxxxxxxxx, Vice President,
Finance and Chief Financial Officer
SELLER:
FIRST UNION NATIONAL BANK OF TENNESSEE
/s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx, Senior Vice President
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