Notice of Securities of a Successor Issuer Deemed to be Registered — Form 8-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 8-K12G3 Prison Realty Corp Form 8-K12G3 20 103K
2: EX-3.2 Amended and Restated Bylaws of the Company 19 75K
3: EX-4.6 Form of 7.5 Convertible 23 82K
4: EX-4.7 Note From the Company 2 17K
5: EX-10.1 Master Agreement to Lease Dated 1/1/99 52 230K
14: EX-10.10 Assignment Agreement Dated 12/31/98 5 26K
15: EX-10.11 Contribution Agreement Dated 12/31/98 19 71K
16: EX-10.12 Contribution Agreement Dated 12/31/98 5 27K
17: EX-10.13 Contribution Agreement Dated 12/31/98 5 27K
18: EX-10.14 Assignment & Assumption Agreement 12/31/98 4 21K
19: EX-10.15 Assignment & Assumption Agreement 12/31/98 4 22K
20: EX-10.16 Services Agreement Dated 1/1/99 4 19K
21: EX-10.17 Tenant Insentive Agreement 1/1/99 4 18K
6: EX-10.2 Form of Lease Agreement 5 20K
22: EX-10.22 Note Purchase Agreement 1/1/99 48 214K
23: EX-10.26 Administration Service Agreement 1/1/99 5 28K
24: EX-10.27 Administration Service Agreement 1/1/99 5 28K
25: EX-10.28 Employment Agreement Dated 1/1/99 6 35K
26: EX-10.29 Employment Agreement Dated 1/1/99 6 35K
7: EX-10.3 Right to Purchase Agreement 7 33K
27: EX-10.30 Employment Agreement 5 26K
28: EX-10.31 Amended and Restated Charter 4 21K
29: EX-10.32 Amended and Restated Charter 4 21K
30: EX-10.33 Credit Agreement Dated 1/1/99 127 476K
31: EX-10.34 Standstill Agreement Dated 12/31/98 14 65K
32: EX-10.35 Intercreditor and Subordination Agreement 13 61K
33: EX-10.36 Note Purchase Agreement Dated 12/31/98 57 259K
34: EX-10.37 Registration Rights Agreement 12/31/98 21 93K
35: EX-10.38 Preemptive Rights Agreement 4 24K
8: EX-10.4 Service Mark & Trade Name Use Agreement 10 39K
9: EX-10.5 Service Mark & Name Use Agreement 8 35K
10: EX-10.6 Service Mark & Trade Name Use Agreement 8 34K
11: EX-10.7 Promissory Note Dated 12/31/98 4 22K
12: EX-10.8 Guaranty Agreement Dated 12/31/98 4 21K
13: EX-10.9 Assignment Agreement Dated 12/31/98 4 20K
36: EX-23.1 Consent of Arthur Andersen LLP 1 12K
37: EX-23.2 Consent of Arthur Andersen LLP 1 12K
38: EX-23.3 Consent of Arthur Andersen LLP 1 12K
39: EX-99.1 Press Release 1/4/99 1 13K
EXHIBIT 10.9
ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT (the "Assignment Agreement") is executed and
delivered as of this 31st day of December, 1998, by and between CORRECTIONS
CORPORATION OF AMERICA, a Tennessee corporation ("CCA") and CORRECTIONS
PARTNERS, INC., a Delaware corporation ("CPI") and.
1. Assignment of Assets. CCA hereby assigns to CPI, any and all of its
right, title and interest in and to the management contracts relating to
government-owned adult detention facilities listed on Schedule A attached
hereto, provided that such right, title and interest expressly does not include
the possessory interest in the real property used in connection with the
management contract relating to the Huerfano County Correctional Facility.
2. 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 this
Assignment Agreement.
3. Counterparts. This Assignment 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.
4. Governing Law. This Assignment Agreement shall be governed by and
construed in accordance with the laws of the State of Tennessee.
[remainder of this page intentionally left blank]
IN WITNESS WHEREOF, the parties hereto have executed this Assignment
Agreement as of the day and year first above written.
CORRECTIONS CORPORATION OF AMERICA
By: /s/ Doctor R. Crants
------------------------------
Its: Chief Executive Officer
------------------------------
CORRECTIONS PARTNERS, INC.
By: /s/ Darrell K. Massengale
------------------------------
Its: President
------------------------------
2
SCHEDULE A
FACILITIES COVERED BY ASSIGNMENT
[Download Table]
FACILITY LOCATION BED CAPACITY
-------- -------- ------------
Bent County Correctional Facility ....... Las Animas, Colorado 700
Bridgeport Pre-Parole Transfer Facility . Bridgeport, Texas 200
California City Correctional Facility ... California City, California 2,304
Central Arizona Detention Center ........ Florence, Arizona 2,048
Cibola County Corrections Center ........ Milan, New Mexico 376
Cimarron Correctional Facility .......... Cushing, Oklahoma 960
*Coffee Correctional Facility ............ Nicholls, Georgia 508
Davis Correctional Facility ............. Holdenville, Oklahoma 960
D.C. Correctional Treatment Facility .... Washington, D.C. 866
*Diamondback Correctional Facility ....... Watonga, Oklahoma 1,440
Eden Detention Center ................... Eden, Texas 1,225
Houston Processing Center ............... Houston, Texas 411
*Kit Carson Correctional Center .......... Burlington, Colorado 768
Laredo Processing Center ................ Laredo, Texas 258
Leavenworth Detention Center ............ Leavenworth, Kansas 327
*Maurice Sigler Detention Facility/
Polk County Jail Annex ............... Frostproof, Florida 1,008
*Mendota Correctional Facility ........... Mendota, California 1,024
Mineral Wells Pre-Parole Transfer
Facility ............................. Mineral Wells, Texas 2,103
*Montana Correctional Facility ........... Shelby, Montana 512
*Mountainview Correctional Institution ... Spruce Pine, North Carolina 528
New Mexico Women's Correctional
Facility .............................. Grants, New Mexico 322
North Fork Correctional Center .......... Sayre, Oklahoma 1,440
Northeast Ohio Correctional Center ...... Youngstown, Ohio 2,016
Prairie Correctional Facility ........... Appleton, Minnesota 1,338
San Diego Correctional Facility ......... San Diego, California 1,000
San Diego Jail .......................... San Diego, California 200
Shelby Training Center .................. Memphis, Tennessee 200
Southern Nevada Women's Correctional
Facility .............................. Las Vegas, Nevada 500
T. Don Hutto Correctional Center ........ Taylor, Texas 480
Torrance County Detention Facility ...... Estancia, New Mexico 910
Webb County Correctional Center ......... Laredo, Texas 500
West Tennessee Detention Center ......... Mason, Tennessee 600
*Wheeler Correctional Facility ........... Alamo, Georgia 508
Whiteville Correctional Facility ........ Whiteville, Tennessee 1,536
---------------
* Facilities currently under construction.
3
BILL OF SALE
For good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, CORRECTIONS CORPORATION OF AMERICA, a Tennessee
corporation, ("CCA") has bargained and contributed, and by these presents does
bargain and contribute unto CORRECTIONS PARTNERS, INC., a Delaware corporation
("CPI") all of its right, title and interest in the following:
1) Any and all equipment and other personal property used in
connection with the management and operation of the Correctional Treatment
Facility in Washington, D.C., the Eden Detention Center, the San Diego Jail
and the Southern Nevada Women's Correctional Facility.
2) Any and all leasehold improvements relating to the Correctional
Treatment Facility in Washington, D.C., the Eden Detention Center and the
Southern Nevada Women's Correctional Facility.
3) Any and all equipment and other personal property located at the
CCA Corporate Headquarters, 10 Burton Hills Boulevard, Nashville,
Tennessee, 37215.
This Bill of Sale is being delivered pursuant to that certain Assignment
Agreement dated as of the 31st day of December, 1998 (the "Assignment
Agreement"), between CCA and CPI.
Dated this 31st day of December, 1998.
CORRECTIONS CORPORATION OF AMERICA
By: /s/ Doctor R. Crants
-------------------------------
Its: Chief Executive Officer
------------------------------
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