Exhibit 10.1
LEASE TERMINATION AGREEMENT
THIS AGREEMENT is executed effective the 26th day of April, 2002, by and between
CPT Operating Partnership, L.P. ("CPT"), whose address is 0000 XXX Xxxxxxxxx,
Xxxxx 000, Xxxx Xxxxx Xxxxxxx, XX 00000, and Wackenhut Corrections Corporation
("WCC"), whose address is 0000 Xxxxxxxxx Xxxxx, Xxxx Xxxxx Xxxxxxx, XX 00000.
WHEREAS, CPT is the owner of the premises known as the Jena Juvenile Justice
Center and land consisting of approximately One Hundred (100) acres located at
000 Xxxx Xxxx Xxxx, Xxxx, Xxxxxxxxx 00000 (the "Premises"), as further shown and
delineated on Exhibit "A"; and
WHEREAS, CPT and WCC have previously entered into a lease agreement (the
"Lease") wherein WCC agreed to lease the Premises from CPT for a period of ten
(10) years upon terms and conditions set forth in the Lease; and
WHEREAS, WCC no longer requires the use of the Premises for its business
purposes and would benefit from the sale of the Premises by CPT to a third party
and the termination of the Lease; and
WHEREAS, the sale of the Premises by CPT to a third party is in the best
interest of CPT and WCC; and
WHEREAS, CPT has entered into, or is about to enter into, an agreement with the
State of Louisiana for the sale and purchase of the Premises (the "Purchase
Agreement"), a copy of which is attached hereto as Exhibit B; and
WHEREAS, WCC has reviewed and approved the Purchase Agreement; and
NOW, THEREFORE, in consideration of benefits mutually exchanged and received,
the mutual promises contained herein and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties do
hereby agree as follows:
1. In the event CPT sells the Premises to the State of Louisiana or an
associated state agency or division (the "State") for $14,500,000, upon the
terms and conditions contained in the Purchase Agreement or upon terms and
conditions otherwise agreed to by CPT and WCC, WCC shall pay to CPT the
difference between the net proceeds received at closing from the State of
Louisiana and the sum of $15,500,000.
2. WCC hereby waives any and all Rights of First Refusal contained in Article
XII of the Master Agreement to Lease between CPT Operating Partnership and
WCC, dated April 28, 1998, relating to or arising from the contemplated
sale of the Premises to the State of Louisiana.
3. WCC agrees to provide CPT full access to the Premises for the purpose of
fulfilling CPT's obligations under the proposed sale of the Premises to the
State of Louisiana, and to take any further reasonable action that may be
necessary to facilitate CPT's sale of the Premises to the State of
Louisiana as stated under the Purchase Agreement.
4. WCC hereby grants CPT the right to include any and all furniture, fixtures
and equipment (FF&E) that may be present at the Premises in its sale of the
Premises to the State of Louisiana and agrees to waive any rights of
ownership or possession of such FF&E with respect to such sale.
5. WCC and CPT mutually represent and warrant as follows:
i. Authorization and Approvals. The execution, delivery, and
performance by WCC and CPT of this Agreement and the consummation of
the transactions contemplated hereby are within WCC's and CPT's powers,
have been duly authorized by all necessary corporate action, do not
contravene (i) WCC's and CPT's organizational documents and corporate
resolutions or (ii) any law or any contractual restriction binding on
or affecting WCC and CPT, and no consent, authorization or approval or
other action by, and no notice to or filing with, any other party or
governmental authority is required for the due execution, delivery and
performance by WCC and CPT of this Agreement or the consummation of the
transactions contemplated by this Agreement.
ii. Enforceable Obligations. WCC and CPT have duly executed and
delivered this Agreement. This Agreement is the legal, valid, and
binding obligation of WCC and CPT enforceable against WCC and CPT in
accordance with its terms, except as such enforceability may be limited
by any applicable bankruptcy, insolvency, reorganization, moratorium,
or similar law affecting creditors' rights generally.
6. WCC shall pay to CPT a Lease Termination Fee of Two Million Five Hundred
Thousand Dollars ($2,500,000) upon the date of closing of the sale of the
Premises to the State as consideration for termination of the Lease with
CPT.
7. CPT and WCC agree that the Lease will be terminated effective the date of
the closing of the sale of the Premises to the State and that CPT will file
any and all necessary or requested documentation of such Lease termination
with the proper authorities.
8. WCC, on behalf of itself, its successors and assigns, agrees to indemnify
and make CPT whole with respect to any and all losses, liabilities,
obligations, claims or litigation of any sort or description whatsoever
incurred by CPT, arising from or related to the sale of the Premises to the
State or the provisions set forth in the Purchase Agreement.
9. WCC agrees and acknowledges that it shall be responsible for and shall
reimburse CPT on a monthly basis for all costs and expenses incurred by CPT
relative to the conveyance of the Jena facility to the State of Louisiana.
WCC's obligation to CPT shall commence upon execution of this Agreement and
shall continue throughout the course of negotiations and eventual closing.
This obligation is not contingent upon the closing of the Jena facility
and, notwithstanding a termination of the Purchase Agreement by Louisiana,
WCC shall remain obligated to CPT for all costs and expenses attendant to
the proposed transaction. CPT will use its best efforts to minimize these
closing costs and expenses.
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IN WITNESS WHEREOF, the Parties have executed this Agreement and hereby
represent and warrant that they are duly authorized officers of their respective
companies and have been given the authority to sign this document and legally
bind their respective companies, effective the date first set forth above.
WITNESS: CPT OPERATING PARTNERSHIP, L.P.
/s/ Xxxxx Xxxxxx /s/ Xxxxxxx X. Xxxxx
--------------------------------- -----------------------------------------
By: Xxxxxxx X. Xxxxx, President and CEO
Correctional Properties Trust,
General Partner
WITNESS: WACKENHUT CORRECTIONS CORPORATION
/s/ Xxxxx Xxxxxx /s/ Xxxx X. Xxxxxx
--------------------------------- -----------------------------------------
By: Xxxx X. Xxxxxx, Senior Vice President
General Counsel
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