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EXHIBIT 10.164
SHAREHOLDERS' AGREEMENT
This Shareholders' Agreement (the "Agreement"), dated as of December
31, 1996, is by and among Corrections Corporation of America (U.K.) Limited, a
company incorporated in England and Wales whose registered number is 2147489
and whose registered office is 9 Cheapside, London EC2V 6AD ("CCAUK"),
Corrections Corporation of America, a Delaware corporation having its principal
place of business in Nashville, Tennessee, United States ("CCA"), Sodexho S.A.,
a French societe anonyme having its principal place of business in France, or
its designee ("Sodexho") and U.K. Detention Services Limited, a company
incorporated in England and Wales whose registered number is 2147491 and whose
registered office is 40 Bernard Street, WC1N 1LG (the "Company") (CCAUK and CCA
are collectively referred to herein as "CCA" and CCA and Sodexho are sometimes
referred to herein collectively as the "Shareholders").
W I T N E S S E T H:
WHEREAS, CCAUK owns 2,000 "A" Ordinary Shares, 5,000 "B" Ordinary
Shares and 5,000 "C" Ordinary Shares in the capital of the Company,
representing in the aggregate eighty percent (80%) of the issued and
outstanding share capital of the Company;
WHEREAS, Sodexho (i) owns 3,000 "A" Ordinary Shares in the capital of
the Company which shares represent in the aggregate twenty percent (20%) of the
issued and outstanding share capital of the Company, and (ii) has an option
(the "Option") to purchase an additional 2,000 "A" Ordinary Shares and 2,500
"B" Ordinary Shares (the "Option Shares") of the capital stock of the Company
which shares represent thirty percent (30%) of the outstanding shares of the
Company, pursuant to that certain Option Agreement of even date herewith by and
among CCA, CCAUK and Sodexho; and
WHEREAS, the parties believe it is in the best interest of the Company
and its Shareholders to restrict Transfers of shares of capital of the Company,
and desire to set forth the terms and conditions regarding any Transfers of
shares and to set forth their agreements with respect to certain other matters.
NOW, THEREFORE, in consideration of the premises and the mutual
promises, covenants, representations, warranties, and conditions contained in
this Agreement, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Shareholders
hereby agree as follows:
1. Definitions.
The following words and terms when used in this Agreement shall have
the meanings set forth below.
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(a) "Affiliate" means any person or entity that, directly or
indirectly, through one or more intermediaries, controls, is controlled by, or
is under common control with, the person or entity specified.
(b) "Holder" or "Holders" means one or more Holders of "A",
"B" or "C" Ordinary Shares in the capital of the Company, whether legal or
beneficial Holders, or whether parties to this Agreement or who are otherwise
bound by its terms.
(c) "Shares" means all "A", "B" or "C" Ordinary Shares in the
capital of the Company held by the Holders and all other securities of the
Company or any successor of the Company which (i) may be issued in exchange for
or in respect of such Shares (whether by way of share split, dividend,
combination, reclassification, share exchange, reorganization, exchange,
conversion, or any other means), or (ii) may be hereafter acquired by any
Holder or during the term of this Agreement. For purposes of Paragraphs 3 and
4 hereof, "Shares" shall also include all shares of capital stock of CCAUK
owned by CCA.
(d) "Transfer", "Transferred", or "Transferring" means any
sale, assignment, transfer, conveyance, pledge, hypothecation, mortgage,
encumbrance, gift, or other disposition of any Shares or any interest therein,
whether direct or indirect, or any attempted sale, assignment, transfer,
conveyance, pledge, hypothecation, mortgage, encumbrance, or other disposition
of such Shares or interest, including, without limitation, any commitment or
contract relating to the foregoing which is not expressly subject to this
Agreement.
2. Conditions to Transfer.
No Holder shall Transfer all or any of its Shares, except expressly in
accordance with the terms and conditions of this Agreement.
3. Right of First Refusal on Dispositions by Shareholders. No
Shareholder shall directly or indirectly Transfer any or all Shares owned by it
to a third party unless (a) such Shareholder shall have received a bona-fide
arm's length offer to purchase such Shares from such third party, and (b) the
Shareholder first submits a written offer (the "Offer") to the other
Shareholder (the "Remaining Shareholder") identifying the third party to whom
such Shares are proposed to be sold and the terms of the proposed sale and
offering the opportunity to purchase such Shares on terms and conditions,
including price, not less favorable to the Remaining Shareholder or its
designee than those on which the Shareholder proposes to sell such Shares to
any other purchaser.
The Remaining Shareholder shall act upon the Offer as soon as
practicable after receipt thereof, and in any event within 20 days after
receipt thereof. In the event that the Remaining Shareholder or its designee
shall elect to purchase all or a part of the Shares covered by the Offer, the
Remaining Shareholder shall communicate in writing such election to purchase to
the Shareholder who submitted the Offer, which communication shall be delivered
to such Shareholder as set forth in Section 14 hereof and shall, when taken in
conjunction with the Offer, be deemed to constitute a
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valid, legally binding and enforceable agreement for the sale and purchase of
the Shares covered thereby.
In the event that the Remaining Shareholder or its designee does not
purchase all of the Shares offered by such Shareholder pursuant to the Offer,
the unpurchased portion of such Shares may be sold by such Shareholder at any
time within ninety (90) days after receipt of the Offer by the Remaining
Shareholder. Any such sale shall be to the person originally named in the
Offer as the proposed purchaser or transferee and shall be at not less than the
price and upon other terms and conditions, if any, not more favorable to such
purchaser than those specified in the Offer. Any Shares proposed to be sold
after such ninety (90) day period, to a different purchaser or at a lower price
or otherwise on more favorable terms shall be subject to the requirements of a
prior offer to the Remaining Shareholder pursuant to this Section 3.
If the purchase price specified in the Offer includes any property
other than cash, such purchase price shall be deemed to be the amount of any
cash included in the purchase price plus the value (as determined in good faith
by the Company's regular investment banking firm) of such other property
included in such price. If the Remaining Shareholder exercises its right of
first refusal hereunder, the closing of the purchase of the Shares with respect
to which such right has been exercised shall take place within thirty (30)
calendar days (or if approval of such purchase by the Company's shareholders is
required by law or pursuant to any stock exchange rule or policy, within ninety
(90) calendar days) after the Remaining Shareholder gives notice of such
exercise. Upon exercise of its right of first refusal, the Remaining
Shareholder shall be legally obligated to consummate the purchase contemplated
thereby and shall use its best efforts to secure all approvals required in
connection therewith.
4. Right to Participate in Transfers.
(a) If at any time any Remaining Shareholder receives an
Offer pursuant to Section 3 hereof and does not elect to exercise the right of
first refusal granted in Section 3 with respect to such Offer, such Remaining
Shareholder may elect to Transfer a Pro Rata Share, as hereinafter defined, of
the securities described in such Offer. As used in this Section 4, "Pro Rata
Share" means the product of the number of Shares in the Offer and a fraction
(i) the numerator of which is the number of Shares held by such Remaining
Shareholder, and (ii) the denominator of which is the sum of the number of
Shares held by all Remaining Shareholders who choose to exercise the rights
granted in this Section 4, plus the number of Shares held by the Holder making
the Offer.
(b) Each Remaining Shareholder wishing so to participate in
any Transfer under this Section 4 shall notify the Holder making the Offer in
writing of such intention as soon as practicable after such Remaining
Shareholder's receipt of the Offer pursuant to Section 3, and in any event
within thirty (30) days after the date of the Offer. Such notification shall
be delivered or mailed to such Holder in accordance with Section 15 below.
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(c) The Holder and each Remaining Shareholder participating
in the proposed Transfer pursuant to this Section 4 shall Transfer to the
proposed transferee (the "Proposed Transferee") (and any Remaining Shareholders
exercising rights of first refusal pursuant to Section 3 hereof) all, or, at
the option of the Proposed Transferee (or any such Remaining Shareholder) any
part of Shares in the Offer (the "Offered Shares") proposed to be Transferred
at not less than the price and upon other terms and conditions, if any, not
more favorable to the Proposed Transferee (or any such Remaining Shareholder)
than those in the Offer provided by the Holder under Section 3 hereof;
provided, however, that any purchase or other acquisition of less than all of
such Offered Shares by the Proposed Transferee (and any Remaining Shareholders
exercising rights of first refusal pursuant to Section 3 hereof) shall be made
from the Holder and each participating Remaining Shareholder pro rata based
upon the relative amount of the Offered Shares that the Holder and such
participating Remaining Shareholder is otherwise entitled to Transfer pursuant
to Section 4(a).
(d) The Remaining Shareholders' right to participate in a
Transfer pursuant to this Section 4 shall not apply with respect to Transfers
of Shares to the Company.
5. Right of First Refusal to Purchase New Securities.
(a) The Company shall, prior to any issuance by the Company
of any of its securities (other than debt securities with no equity feature),
offer to each Holder owning at least ten percent (10%) of the issued and
outstanding Ordinary Shares of the Company by written notice the right, for a
period of thirty (30) days, to purchase its Pro Rata Amount, as hereinafter
defined, of such securities for cash at a per share amount equal to the per
share price or other consideration for which such securities (the "New
Securities") are to be issued. For purposes of this Section 5, "Pro Rata
Amount" means the product of the New Securities to be issued and a fraction (i)
the numerator of which is the number of Shares held by such Holder as of the
date of the New Securities Notice, as hereinafter defined, and (ii) the
denominator of which is the aggregate number of Shares held on such date by all
Holders of Shares. The first refusal rights of the Holders pursuant to this
Section 5 shall not apply to securities issued (i) as a dividend or upon any
subdivision of Shares, provided that the securities issued are limited to
additional Shares, or (ii) pursuant to the exercise of options to purchase
shares of capital stock granted to employees of the Company, not to exceed in
the aggregate ten percent (10%) of capital shares outstanding (appropriately
adjusted in each case to reflect share splits, dividends, share exchanges,
combinations of shares, and the like with respect to the Shares). The
Company's written notice to the Shareholders (the "New Securities Notice")
shall describe in reasonable detail the securities proposed to be issued by the
Company and specify the number, price, and the terms of payment, and shall be
deemed to be dated the date it is given to the Shareholders in accordance with
Section 14 hereof.
(b) Each Shareholder may accept the Company's offer as to the
full number of New Securities offered to it in the New Securities Notice or as
to any lesser number, by written notice thereof ("Notice of Acceptance") given
by it to the Company prior to the expiration of the aforesaid thirty (30) day
period. A Shareholder who accepts such offer as to any portion of its Pro Rata
Amount of the New Securities shall be referred to herein as a Participating
Shareholder. If any
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Participating Shareholder shall subscribe for less than his Pro Rata Amount of
the New Securities, the other Participating Shareholders shall be entitled to
purchase the balance of that Participating Shareholder's Pro Rata Amount of the
New Securities in the same proportion in which they were entitled to purchase
the New Securities pursuant to Section 5(a). Within five (5) days following
the expiration of the aforesaid thirty (30) day period, the Company shall
notify each Participating Shareholder of the amount of New Securities which
each Participating Shareholder may purchase pursuant to the foregoing provision
and each Participating Shareholder shall then have fifteen (15) days from the
receipt of such notice to indicate such additional amount of New Securities, if
any, that such Participating Shareholder wishes to purchase. Promptly
thereafter, the Company shall sell and each Participating Shareholder shall
buy, upon the terms specified, the number of New Securities agreed to be
purchased by each Participating Shareholder.
(c) The Company shall be free at any time prior to one
hundred twenty (120) days after the date of its New Securities Notice to the
Shareholder, to offer and sell to any third party or parties the number of such
New Securities not agreed by the Shareholder to be purchased by them (the
"Refused Securities"), at a price and on payment terms no less favorable to the
Company than those specified in such New Securities Notice to the Shareholders.
However, if such third party sale or sales are not consummated within such one
hundred twenty (120) day period, the Company shall not sell such New Securities
as shall not have been purchased within such period without again complying
with this Section 5.
(d) In the event the Company shall propose to sell less than
all the Refused Securities (any such sale to be in the manner and on the terms
specified in this Section 5), the Shareholders may, at their sole option and in
their sole discretion, reduce the number of, or other units of calculation of
the amount of, the New Securities specified in their respective Notices of
Acceptance to an amount which shall be not less than the product of: (i) the
ratio of the amount of New Securities in respect of which Notices of Acceptance
were delivered to the Company to the total amount of New Securities specified
in the New Securities Notice multiplied by (ii) the total amount of New
Securities proposed to be actually sold by the Company (calculated without
regard to this provision). In the event that the Shareholders so elect to
reduce the number or amount of New Securities specified in their respective
Notices of Acceptance, the number or amount of New Securities by which such New
Securities specified in the Notices of Acceptance are reduced shall not be sold
or otherwise disposed of until they have again been offered to the Purchasers
in accordance with this Section 5.
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(b) In any case of a Deadlock under Section 8(a), each of the
Shareholders shall within 10 days of a Deadlock Notice covering such Deadlock
cause its members of the Board of Directors to prepare and circulate to the
other Shareholders and the Board of Directors a memorandum setting out its
position on the matter in dispute and its reason for adopting such position and
each such memorandum shall be considered by each Shareholder who shall
respectively use their reasonable endeavors in good faith to resolve such
dispute. Any resolution of the matter by the Shareholders pursuant to this
Section 8(b) shall be a final and binding determination of the matter.
(c) In the event (x) a Deadlock arises under Section
8(a)(ii), or if no resolution has occurred in accordance with the provisions of
Section 8(b) within 30 days after delivery of the memorandum mentioned therein;
and (y) if any such Deadlock prevent the Board of Directors
6. Permitted Transfers. Anything herein to the contrary
notwithstanding, the provisions of Sections 2,3,4 and 5 shall not apply to any
Transfer by a Shareholder to any Affiliate of such Shareholder. In the event
of any such Transfer, the transferee of the Shares shall be bound by the terms
and conditions of this Agreement, and shall, as a condition of such transfer,
the transferee shall execute and deliver to the other Shareholder and the
Company a written agreement to that effect.
7. Call Option.
(a) In the case of an Event of Default (as described below)
by a Shareholder, the other Shareholder (the "Nondefaulting Shareholder") shall
be granted the option to purchase the Shares held by the other Shareholder at a
fair value price (the "Fair Price"), but in no case shall the Fair Price be
less than the book value of such interest, to be determined by the Company's
independent accountants (the "Accountant"). The costs of such Accountant shall
be paid by the Company. Such option shall be exercisable for a period of 15
days following the delivery of the valuation report by the Accountant.
(b) If the Non-Defaulting Shareholder has not exercised its
option pursuant to Section 7(a), then the other Shareholder shall be granted
the same option which will thereafter be exercisable from the 16th day until
the 30th day after the delivery of the valuation report by the Accountant.
(c) If after the 30th day following the delivery of the
valuation report by the Accountant neither of the Shareholders has exercised
its option pursuant to Sections 7(a) and (b) hereof, then the Non-Defaulting
Shareholder shall have a new option to purchase the other Shareholder's
interest in the Company at a price equal to 90% of the Fair Price. Such option
shall be exercisable for a period of seven days.
(d) If the Non-Defaulting Shareholder has not exercised its
option pursuant to Section 7(c), then the other Shareholder shall have the same
option which will thereafter be exercisable from the 38th day until the 45th
day after the delivery of the valuation report by the Accountant.
(e) The foregoing procedure shall be applied with successive
seven-day options granted to the Non- Defaulting Shareholder and the other
Shareholder at a price that shall be reduced by 10% of the Fair Price
determined by the Accountant at the expiration of each party's option to
purchase at the Fair Price, as so reduced, until any Shareholder decides to
exercise its option.
(f) For purposes of this Section 7, an Event of Default shall
include:
(i) a material default by either Shareholder in
the observance or performance of any of the
terms of this Agreement which default remains
uncured for a period of sixty (60) days after
receipt of reasonable notice thereof by the
Defaulting Shareholder;
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(ii) a "change in control" of either Shareholder
resulting in control by any person or Company
who is a competitor of the Shareholders. For
purposes of this paragraph "change in
control" shall mean (a) the acquisition of
fifty-one percent (51%) or more of the voting
capital stock of such Shareholder or (b) the
ability to control the Board of Directors of
such Shareholder; or
(iii) a Shareholder shall file a petition seeking
reorganization or relief under any applicable
bankruptcy or similar law or consents to the
filing of any such petition or to the
appointment of a receiver, liquidator,
assignee, trustee, sequestrator (or other
similar official) for it or a substantial
part of its property.
8. Deadlock. In the event Sodexho exercises the Option for all
of the Option Shares and as a result CCAUK and Sodexho each own fifty percent
(50%) of the outstanding capital stock of the Company, the following provisions
shall apply:
(a) In the event all of the Sodexho designees to the
board of directors of the Corporation (the "Board of Directors"), as a group,
or all of the CCA designees to the Board of Directors, as a group, fail to
consent to any material matter considered by the Board of Directors, the vote
of any other member of the Board of Directors who is not considered a CCA
designee or a Sodexho designee pursuant to Section 11 hereof shall not be
counted in such vote. In the event (i) such disagreement between the Sodexho
designees and the CCA designees referred to in the preceding sentence remains
unresolved for a period of thirty (30) days after the date of such meeting; or
(ii) two successive meetings of the Board of Directors (each of which is called
pursuant to at least 14 days' prior notice to occur at a reasonable time and
place) either fail to occur or are not attended by a majority of the members of
the Board of Directors (each of the matters referred to in clauses (i) or (ii)
above being hereinafter referred to as a "Deadlock"), either Shareholder may
send to the other Shareholder a written notice identifying the Deadlock and
invoking the following procedures (the "Deadlock Notice").
(b) In any case of a Deadlock under Section 8(a), each of the
Shareholders shall within 10 days of a Deadlock Notice covering such Deadlock
cause its members of the Board of Directors to prepare and circulate to the
other Shareholders and the Board of Directors a memorandum setting out its
position on the matter in dispute and its reason for adopting such position and
each such memorandum shall be considered by each Shareholder who shall
respectively use their reasonable endeavors in good faith to resolve such
dispute. Any resolution of the matter by the Shareholders pursuant to this
Section 8(b) shall be a final and binding determination of the matter.
(c) In the event (x) a Deadlock arises under Section
8(a)(ii), or if no resolution has occurred in accordance with the provisions of
Section 8(b) within 30 days after delivery of the memorandum mentioned therein;
and (y) if any such Deadlock shall prevent the Board of Directors
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from continuing to achieve its business purposes or its ability to honor its
contractual commitments in any material respect, either of the Shareholders may
by notice in writing to the Corporation cause the interests of the Shareholders
in the Corporation to be transferred according to the procedure described in
Section 7 above.
(d) In no circumstances shall a Shareholder create an
"artificial Deadlock" in order to invoke the provisions of this Section 8. For
the purposes of this provision an "artificial Deadlock" shall be a Deadlock
caused (other than in circumstances where the interests of the Shareholder
conflicts with the interests of the Corporation) by a Shareholder or its
appointees on the Board of Directors voting against a series of related issues
or proposals in any case where the passage or approval of the same is required
to enable the Corporation to carry on its business properly and efficiently.
(e) The provisions of this Article 8 shall also apply in the
event the Shareholders fail to agree to any material matter considered by the
Shareholders and (i) such disagreement remains unresolved for a period of
thirty (30) days after the date of such meeting; or (ii) two successive
meetings of the Shareholders (each of which is called pursuant to at least 14
days prior notice to occur at a reasonable time and place) either fail to occur
or are not attended by a majority of the Shareholders.
9. Confidentiality.
(a) The Shareholders agree at all times during the term of
this Agreement to hold in confidence and keep secret and inviolate all of the
Company's confidential and proprietary information, including, without
limitation, the Company's budgets, financial statements, development plans, and
the information related thereto, and all unpublished matters relating to the
business, property, trade secrets, proprietary rights, intellectual property,
accounts, books, records, customers, and contracts of the Company which it may
know or hereafter come to know; provided, however, that no such information,
whether deemed confidential by the Company or not, shall be subject to the
terms of this Section 9 if it is part of the public domain, through no fault of
the Shareholder.
(b) Each of the Shareholders covenant that the
information described in 9(a) will be kept confidential by such Shareholder,
the entities controlled by such Shareholder and the directors, employees, and
representatives of any of them, using the same standard of care in safeguarding
such information as such Shareholder employs in protecting its own proprietary
information which it desires not to disseminate or publish and that such
information shall only be used by the Shareholder in connection with the
business of the Company.
(c) No Shareholder shall at any time take, or cause to be
taken any action, and shall not make, or cause to be made, any omission, which
would be inconsistent with or impair in any way the rights of the Company in
the information described in Section 9(a) above. The Shareholders acknowledge
and agree that any unauthorized disclosure or use of the information described
in Section 9(a) above would cause the Company irreparable injury or loss.
Accordingly, each
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Shareholder acknowledges and agrees that in the event of a breach, or
threatened breach, by any of them of any provisions of this Section 9, the
Company shall be entitled to an injunction restraining such Shareholder from
the disclosure or unauthorized use of any such information.
10. Specific Performance.
The Shareholders and the Company expressly agree that the
Shareholders and the Company will be irreparably harmed and/or injured if this
Agreement is not specifically enforced. Upon a breach or threatened breach of
the terms, covenants, and/or conditions of this Agreement by any of the
Shareholders or the Company, the other Shareholders and the Company shall, in
addition to all other remedies, each be entitled to a temporary or permanent
injunction, without showing any actual harm, injury, or damage to such other
Shareholders or the Company, and/or a decree for specific performance, in
accordance with the provisions of this Agreement.
11. Board of Directors. The Shareholders acknowledge and agree
that Sodexho shall be entitled to one nominee to the Board of Directors of the
Company and CCAUK shall be entitled to the remainder of the director nominees.
In the event of the exercise of the Option by Sodexho, each shareholder shall
have be entitled to an equal number of nominees to the Board of Directors. In
the event of the exercise of the Option by Sodexho, each shareholder further
agrees (i) that in all elections of directors during the term of this
Agreement, such shareholder shall vote all shares owned by it for the nominees
of the other shareholders and (ii) that any change in the number of directors
shall require the unanimous written consent of all shareholders.
12. Management Fee. The Shareholders agree that each shall receive
an annual management fee from the Company in the amount of #90,000 in
consideration for the services performed by each for the Company. Such fee
shall be payable quarterly. In the event the management fee for one
Shareholder is increased/decreased, the management fee for the other
Shareholder shall be increased/decreased in a like amount.
13. Amendment to Articles of Association, etc. The Shareholders
agree that within ten days of the execution of this Agreement, the Company's
Articles of Association shall be amended to reflect the agreements herein. The
Shareholders further acknowledge and agree that the affirmative vote of
seventy-five percent (75%) of the Holders of the Shares shall be required for
(i) an amendment to the Company's Articles of Association, (ii) the issuance by
the Company of any additional Ordinary Shares or other securities convertible
into ordinary shares of the Company, or (iii) any merger or combination of the
Company with or into any other entity.
14. Term. Unless otherwise specified, this Agreement, and the
respective rights and obligations of the parties hereto, shall continue and be
effective for so long as the parties hereto are shareholders in the Company.
15. Notices.
(a) Any notices required or permitted to be sent hereunder
shall be mailed, certified mail, return receipt requested, postage prepaid, or
delivered by overnight courier service, or by facsimile transmission in the
case of non-U.S. residents, to the following addresses, or such other
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addresses as shall be given by notice delivered hereunder, and shall be deemed
to have been given three days after mailing, if mailed, or one business day.
If to the Company, to:
Corrections Company of America (U.K.) Limited
9 Cheapside
London EC2C6AD
Attn: Gay Vick
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With a copy to the Shareholders.
If to CCA, to:
Corrections Company of America
102 Woodmont Boulevard, Suite 800
Nashville, Tennessee 37205
Attn: Doctor R. Crants
With a copy to:
Elizabeth E. Moore, Esq.
Stokes & Bartholomew, P.A.
424 Church Street, Suite 2800
Nashville, Tennessee 37219
If to Sodexho:
Sodexho S.A.
3, avenue Newton
78180 Montigny-le-Bretonneux
FRANCE
Attn: Jean-Pierre Cuny
With a copy to:
Ropes & Gray
One International Place
Boston, MA 02110
Attn: Jane Goldstein, Esq.
(b) Copies of any notices given, or required to be given to
or by, any Shareholder under this Agreement shall also be furnished to the
Company in accordance with the provisions of this Section 15.
16. Legend.
Each certificate evidencing any of the Shares shall bear a
legend substantially as follows:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
CERTAIN RESTRICTIONS ON TRANSFER AND MAY NOT BE SOLD,
EXCHANGED, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED,
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OR OTHERWISE DISPOSED OF, EXCEPT IN ACCORDANCE WITH AND
SUBJECT TO ALL THE TERMS AND CONDITIONS OF THAT CERTAIN
SHAREHOLDERS' AGREEMENT, DATED DECEMBER __, 1996, AMONG THE
COMPANY AND ITS SHAREHOLDERS, A COPY OF WHICH THE COMPANY WILL
FURNISH TO THE HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON
REQUEST IN WRITING.
17. Entire Agreement and Amendments.
This Agreement constitutes the entire agreement of the parties
with respect to the subject matter hereof and neither this Agreement nor any
provision hereof may be waived, modified, amended, or terminated except by a
written agreement signed by the parties hereto and in accordance with the terms
of the Articles of Association, as amended.
18. Governing Law.
This Agreement shall be governed by and be interpreted under
the laws of England without regard to the conflicts of law principles thereof.
Each party hereby irrevocably submits to the non-exclusive jurisdiction of the
English courts over any action or proceeding to enforce any right under this
Agreement. The parties further acknowledge that irrevocable damage would occur
in the event that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. Accordingly,
the parties shall be entitled to an injunction to prevent breaches of the
provisions of this Agreement and to enforce specifically the terms and
provisions hereof in any English court. This being in addition to any other
remedy to which they may be entitled at law or equity.
19. Successors and Assigns.
This Agreement shall be binding upon the heirs, transferees, personal
representatives, executors, administrators, successors, and assigns of the
parties.
20. Waivers.
No waiver of any breach or default hereunder shall be
considered valid unless in writing, and no such waiver shall be deemed a waiver
of any subsequent breach or default of the same or similar nature.
21. Severability.
If any provision of this Agreement shall be held to be
illegal, invalid or unenforceable, such illegality, invalidity or
unenforceability shall attach only to such provision and shall not in any
manner affect or render illegal, invalid or unenforceable any other provision
of this Agreement, and
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this Agreement shall be carried out as if any such illegal, invalid, or
unenforceable provision were not contained herein.
22. Descriptive Headings.
Descriptive headings are for convenience only and are not
deemed to be part of this Agreement.
23. Counterparts.
This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
This Agreement was executed as of the date first set forth above.
CORRECTIONS CORPORATION OF
AMERICA (U.K.) LIMITED
By: /s/
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Title:
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CORRECTIONS CORPORATION OF
AMERICA
By: /s/
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Title:
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U.K. DETENTION SERVICES LIMITED
By: /s/
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Title:
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SODEXHO S.A.
By: /s/
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Title:
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13