EXHIBIT 3.21
AGREEMENT OF LIMITED PARTNERSHIP
OF CCA PROPERTIES OF TEXAS, L.P.
This AGREEMENT OF LIMITED PARTNERSHIP (the "Agreement") is dated as of
this 27th day of December, 2002, by and between, CCA PROPERTIES OF AMERICA, LLC,
a Tennessee limited liability company (the "General Partner"), and CORRECTIONS
CORPORATION OF AMERICA, a Maryland corporation (the "Limited Partner").
ARTICLE I
DEFINITIONS
1.1 Adjusted Capital Account Deficit. Adjusted Capital Account
Deficit means, with respect to any Partner, the deficit balance, if any, in such
Partner's Capital Account as of the end of the relevant Year after giving effect
to the following adjustments:
(a) Credit to such Capital Account for any amounts which
such Partner is obligated to restore pursuant to this
Agreement or is deemed to be obligated to restore
pursuant to Regulation Section 1.704-l(b)(4)(iv)(f);
and
(b) Debit to such Capital Account for any items described
in Regulation Sections 1.704-l(b)(2)(ii)(d) (4), (5)
and (6).
The foregoing definition of Adjusted Capital Account Deficit is intended to
comply with the provisions of Regulation Section 1.704-l(b)(2)(ii)(d) and shall
be interpreted consistently therewith.
1.2 Agreement. Agreement means this Agreement of Limited
Partnership, as the same may from time to time be amended.
1.3 Book Value. Book Value of an asset means, as of any particular
date, the value at which the asset is properly reflected on the books of the
Partnership as of such date. The Book Value of all Partnership assets shall be
adjusted to equal their respective fair market values, as determined by the
General Partner as of the following times: (i) the acquisition of an additional
Partnership interest by any new or existing Partner, in exchange for more than a
de minimis Capital Contribution; (ii) the distribution by the Partnership to a
Partner of more than a de minimis amount of Partnership property or money; and
(iii) the termination of the Partnership for federal income tax purposes
pursuant to Code Section 708(b)(l)(B).
1.3 Capital Account. Capital Account means, with respect to any
Partner, the Capital Account maintained for such Partner in accordance with
Section 3.1 hereof.
1.4 Code. Code means the Internal Revenue Code of 1986, as
amended.
1.5 General Partner. General Partner means CCA Properties of
America, LLC, a Tennessee member-managed limited liability company.
1.6 Limited Partner. Limited Partner means Corrections Corporation
of America, a Maryland corporation.
1.7 Partners. Partners means collectively the General Partner and
the Limited Partner.
1.8 Partnership. Partnership means CCA Properties of Texas, L.P.,
a Delaware limited partnership.
1.9 Percentage Interests. Percentage Interests means the
percentage interests of the Partners in the Partnership. The Percentage Interest
of the General Partner initially shall be 1%, and the Percentage Interest of the
Limited Partner shall be 99%.
1.10 Real Property and Related Assets. Real Property and Related
Assets means the real property and related assets as set forth on Schedule A
attached hereto.
1.11 Regulations. Regulations means Treasury Department
regulations, temporary regulations and proposed regulations promulgated under
the Code from time to time.
ARTICLE II
FORMATION, NAME, PRINCIPAL PLACE
OF BUSINESS, TERM, MANAGEMENT
2.1 Formation. The General Partner and the Limited Partner hereby
form with each other and/or continue a limited partnership ("Partnership")
pursuant to the provisions of the Delaware Revised Uniform Limited Partnership
Act, as the same may be amended from time to time.
2.2 Name. The Partnership shall operate as CCA Properties of
Texas, L.P. The Partnership may adopt and conduct its business under such
assumed or trade names as the Partners may from time to time determine.
2.3 Principal Place of Business. The principal place of business
of the Partnership shall be 10 Burton Hills Boulevard, Nashville, Tennessee
37215. The business of the Partnership may also be conducted at such other or
additional place or places as agreed upon by the Partners.
2.4 Term. The term of this Partnership shall be for a period of
fifty (50) years from the date of execution of this Agreement, unless sooner
terminated as hereinafter provided.
2.5 Purpose. The purpose and business of the Partnership shall be
to own the Real Property and Related Assets.
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2.6 Powers. In furtherance of the foregoing purposes, the
Partnership has power and authority to (a) own, operate, transfer, convey and
otherwise deal with the Real Property and Related Assets; (b) retain counsel,
accountants, financial advisers, and other professional personnel; and (c)
engage in such other activities and incur such other expenses as may be
necessary or appropriate for the furtherance of the Partnership's purposes,
including without limitation the execution, acknowledgment, and delivery of any
and all instruments the General Partner deems necessary or advisable to the
foregoing.
2.7 Management by General Partner. The management and operation of
the Partnership is vested exclusively in the General Partner. Subject to the
provisions of Section 2.8 below, the General Partner shall have the power on
behalf and in the name of the Partnership to carry out, exercise and implement
any and all of the objectives, purposes and powers of the Partnership set forth
in this Article II.
2.8 Powers of Limited Partner. The Limited Partner shall not take
part in the management of the Partnership business or transact any business for
the Partnership, shall have no power to sign for or to bind the Partnership, and
no Limited Partner shall be personally liable for any of the debts or
obligations of the Partnership beyond the amount of capital contributed by it to
the Partnership. Each of the following matters shall require the affirmative
vote or written consent of Limited Partners holding the aggregate of Partnership
Percentages of all Limited Partners as a group indicated on the following
schedule:
Required Partnership
Percentage of
Action Limited Partners
------ ----------------
Admission of a new General Partner other than
where there is no remaining or surviving General
Partner 100%
Admission of a new General Partner or
election to continue the business of the
Partnership after a General Partner ceases
to be a General Partner where there is no
remaining or surviving General Partner 100%
It is hereby agreed that the Limited Partners shall have no voting rights other
than those set forth in this Section 2.8. Upon the approval of any of the
foregoing Partnership matters pursuant to this Section 2.8, the General Partner
shall be authorized and directed to conclude any transaction so approved. All
Partners, including Partners who may have been opposed to any such transaction,
shall be bound to conclude the transaction or action and to execute such
documents and do such things in furtherance thereof as the General Partner deems
necessary or convenient.
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ARTICLE III
CONTRIBUTIONS; ALLOCATIONS AND DISTRIBUTIONS
3.1 Capital Accounts. There shall be established on the books of
the Partnership a Capital Account for each Partner, which shall reflect the
value of it capital contributions and which shall thereafter be adjusted in
accordance with Regulation Section 1.704-1.
3.2 Capital Contributions. The General Partner shall contribute in
exchange for its Percentage Interest the sum of $1.75 million. The Limited
Partner shall contribute in exchange for its Percentage Interest all of its
right, title and interest in the Real Property and Related Assets. The parties
hereto agree that the Book Value of the Real Property and Related Assets at the
time of contribution by the Limited Partner is approximately $173.0 million. The
General Partner shall make its capital contribution on or before December 31,
2002, and the Limited Partner shall make its capital contribution on or before
December 31, 2002. The Partners may make additional contributions from time to
time as agreed upon by the Partners.
3.3 Allocations and Distributions. Subject to Section 3.3 hereof,
all allocations of Partnership income and loss and all distributions from the
Partnership shall be made in accordance with the Percentage Interests of the
Partners.
3.4 Qualified Income Offset. If any Partner unexpectedly receives
an adjustment or allocation described in Regulations Section
1.704-l(b)(2)(ii)(d)(4), (5) or (6) in any year or other period, and as a result
would, but for this Section 4.2.1, have an Adjusted Capital Account Deficit as
of the last day of such year or other period, then items of income and gain of
the Partnership (consisting of a pro rata portion of each item of Partnership
income, including gross income and gain) for such year or other period (and, if
necessary, for subsequent Years or periods) shall be specially allocated to such
Partner in the amount and in the proportions required to eliminate such deficit
as quickly as possible.
3.5 Tax Allocations. In accordance with Code Section 704(c) and
the Regulations thereunder, income, gain, loss and deduction with respect to any
property contributed to the capital of the Partnership shall, solely for tax
purposes, be allocated among the Partners so as to take account of any variation
between to adjusted basis of such property to the Partnership for federal income
tax purposes and its Book Value. Any elections or other decisions relating to
such allocations shall be made by the General Partner in any manner that
reasonably reflects the purpose and intention of this Agreement. Allocations
pursuant to this Section 3.4 are solely for purposes of federal, state and local
taxes and shall not affect or in any way be taken into account in computing, any
Partner's Capital Account or share of profits, losses, other items or
distributions pursuant to any provision of this Agreement.
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ARTICLE IV
ACCOUNTING MATTERS
4.1 Books and Records. The General Partner shall maintain proper
and complete books of account of the business of the Partnership, which shall be
open to inspection and available for copying by any Partner or Partner's
representative, at the Partnership's principal place of business in Tennessee,
upon reasonable request at reasonable times during normal business hours.
4.2 Fiscal Year. The fiscal year of the Partnership shall end on
the 31st day of December.
4.3 Accounting Method. The books of the Partnership shall be
maintained, and any calculation or computation required to be made under this
Agreement shall be conducted, in accordance with such accounting method as
determined by the General Partner, consistently applied.
4.4 No Certificates. Unless otherwise determined by the General
Partner in its sole discretion, no certificate or other document shall be issued
by the Partnership to the Limited Partner as evidence of its investment in the
Partnership.
ARTICLE V
TERMINATION
This Partnership shall dissolve and terminate upon the first to occur
of the following events:
(a) Upon expiration of the term of the Partnership;
(b) The withdrawal, resignation, removal, dissolution or
bankruptcy of the General Partner, unless there is at such
time a remaining General Partner, or unless within ninety (90)
days a successor General Partner shall be elected by the
Limited Partner, as provided in Section 2.8; or
(c) By the General Partner in its sole discretion.
ARTICLE VI
GENERAL PROVISIONS
6.1 Indemnification. The Partnership shall indemnify and hold the
officers, employees, agents and representatives of the Partnership, the General
Partner, and each of the officers, members, employees, agents, and
representatives of the General Partner harmless from
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any loss or damage, including, without limitation, reasonable legal fees and
court costs, incurred by it or any of them by reason of anything it or any of
them may do or refrain from doing for and on behalf of the Partnership or in
connection with its business or affairs; provided, however, that the Partnership
shall not be required to indemnify any of its officers, employees, agents and
representatives, the General Partner or any of the officers, members, employees,
agents, and representatives of the General Partner for any loss or damage which
it might incur as a result of fraud, willful misconduct or gross negligence
committed by any such person or entity in the performance of their or its duties
under the Agreement.
6.2 Notices. All notices or other communications provided for
under this Agreement shall be in writing and shall be deemed properly given when
actually received or when mailed, if sent by registered or certified United
States mail, postage prepaid, addressed to the principal place of business of
the Partnership or to such other address as any party may specify in writing to
the other parties.
6.3 Limitation on Scope of Partnership. This Partnership extends
only to and is strictly limited to the rights and obligations defined herein and
nothing herein shall be construed to constitute any Partner, or any constituent
member thereof, the agent or general partner of the other, nor to in any manner
limit the Partners in the carrying on of their respective businesses and
activities other than those activities included within the scope of this
Partnership.
6.4 Contribution. Each Partner shall be entitled to contribution
from the others to the extent that he or it may advance, or to be required to
pay, toward any obligation of this Partnership, any such which is in excess of
his or her proportionate share of such obligation at the time of the payment.
6.5 Meetings. Meetings of the Partners may be called by any
Partner of the Partnership by mailing five (5) days notice to the Partners,
stating the purpose(s) of the meeting. Any such meetings shall be held at the
principal place of business of the Partnership, or such other place in
Nashville, Tennessee, as may be designated in the notice. Any action may be
taken by the Partnership upon the written consent of the Partners required,
without a meeting.
6.6 Integration. This Agreement embodies the entire agreement and
understanding among the Partners and supersedes all prior agreements and
understandings, if any, among and between the Partners relating to the subject
matter hereof.
6.7 Applicable Law. This Agreement and the rights of the Partners
shall be governed by and construed and enforced in accordance with the local
laws of the State of Delaware and not the choice of law rules of such state.
6.8 Severability. In case any one or more of the provisions
contained in this Agreement or any application thereof shall be invalid, illegal
or unenforceable in any respect, the validity, legality and enforceability of
the remaining provisions contained herein and any other application thereof
shall not in any way be affected or impaired thereby.
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6.9 Binding Effect. Except as herein otherwise provided to the
contrary, this Agreement shall be binding upon, and inure to the benefit of, the
Partners and their respective heirs, executors, administrators, successors,
transferees and assigns.
6.10 Amendment. This Agreement may not be amended, altered or
modified except by instrument in writing and signed by all of the parties.
[Signatures on following page]
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IN WITNESS WHEREOF, this Agreement is executed as of the date first set
forth above.
GENERAL PARTNER:
CCA PROPERTIES OF AMERICA, LLC, a
Tennessee limited liability company
By: /s/ Todd J. Mullenger
--------------------------------
Title: Vice President, Treasurer
-----------------------------
LIMITED PARTNER:
CORRECTIONS CORPORATION OF AMERICA,
a Maryland corporation
By: /s/ John D. Ferguson
--------------------------------
Title: Chief Executive Officer
and President
-----------------------------
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SCHEDULE A
Bridgeport Pre-Parole Transfer Facility
Community Education Partners (alternative educational facility)
Eden Detention Center
Houston Processing Center
Laredo Processing Center
Webb County Detention Center
Mineral Wells Pre-Parole Transfer Facility
T. Don Hutto Correctional Center
Unimproved Property (2 parcels) - Eden, TX
Unimproved Property - Houston, TX
Unimproved Property - Mineral Wells, TX
Unimproved Property - Venus, TX