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EXHIBIT 4(x)
CORRECTIONS CORPORATION OF AMERICA
REGISTRATION RIGHTS AGREEMENT
This Agreement is made and dated as of April 5, 1996, by and between
CORRECTIONS CORPORATION OF AMERICA, a Delaware corporation with its principal
office located at 102 Woodmont Boulevard, Nashville, Tennessee 37205 (the
"Corporation"), and Sodexho S.A., a French corporation (the "Investor").
The parties hereby agree as follows:
1. Definitions. As used in this Agreement, the following terms
have the following meanings:
"Act" means the Securities Act of 1933, as amended, or any
federal statute or code which is a successor thereto.
"Commission" means the Securities and Exchange Commission.
"Exchange Act" means the Securities and Exchange Act of 1934,
as amended, or any federal statute or code which is a successor thereto.
"Holder" means a holder of Registrable Stock and any person
holding Registrable Stock to whom registration rights have been transferred
pursuant to this Agreement.
"Initiating Holders" has the meaning specified in Section 2.
"Register, Registered, and Registration" refer to a
registration effected by filing a registration statement in compliance with the
Act and the declaration or ordering by the Commission of the effectiveness of
such registration statement.
"Registrable Stock" means all shares of the Corporation's
common stock, $1.00 par value (the "Common Stock"), issued or issuable upon
conversion of the Convertible, Subordinated Notes, originally due February 28,
2002 (the "Notes"), issued by the Corporation pursuant to that certain Note
Purchase Agreement of even date herewith between the Investor and the
Corporation (the "Note Purchase Agreement"), and held by the original purchaser
of such Notes or by a person to whom Registration rights have been transferred
pursuant to the provisions of this Agreement, all shares of Common Stock issued
in lieu of such shares in any reorganization of the Corporation and all shares
of Common Stock issued in respect of such shares as a result of a stock split,
stock dividend, recapitalization, or combination.
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"Rule 144" means Rule 144 issued by the Commission under the
Act, as may be amended from time to time, or any subsequent rule pertaining to
the disposition of securities without registration.
2. Required Registration.
(a) At any time after June 22, 1997 and from time to time
thereafter, if the Holder or Holders of the then Registrable Stock propose to
dispose of at least twenty-five percent (25%) of the then Registrable Stock
(such Holder or Holders being herein called the "Initiating Holders"), the
Initiating Holders may request the Corporation in writing to effect such
Registration, stating the number of shares of Registrable Stock to be disposed
of by such Initiating Holders (which shall be not less than twenty-five percent
(25%) of the then Registrable Stock). Any such Registration will be a
registration of a delayed and continuous offering pursuant to Rule 415 under
the Act (a "Shelf Registration"). Upon receipt of such request, the
Corporation will give prompt written notice thereof to all other Holders
whereupon such other Holders shall give written notice to the Corporation and
the Initiating Holders within fifteen (15) days after receipt of the
Corporation's notice (the "Notice Period") if they propose to dispose of any
shares of Registrable Stock pursuant to such Registration, stating the number
of shares of Registrable Stock they propose to dispose of pursuant thereto,
which number shall, subject to the provisions hereof, be allocated on a pro
rata basis to any offerings and sales of Registrable Stock made pursuant to the
Shelf Registration.
(b) Subject to Section 4(c), the Corporation will use its
best efforts to effect promptly after the Notice Period (but in any event
within sixty (60) days following receipt of the request for Registration) the
Registration under the Act of all the shares of Registrable Stock specified in
the requests of the Initiating Holders and the requests of such other Holders,
notice of which is respectively subject, however, to the limitations set forth
in Section 4. If such Registration is a Shelf Registration, the Corporation
shall take all necessary actions, at its expense, to permit each offer and sale
of Registrable Stock requested by the Initiating Holders (including the offer
and sale of any shares of Registrable Stock of such other Holders) within three
(3) Business Days of receipt of written request therefor, or as soon thereafter
as is reasonably practicable and without unreasonable expense, prior to the
expiration of the Shelf Registration as provided in Section 3(b).
3. Registration Procedures. Whenever the Corporation is required
by the provisions of Sections 2 or 5 to use its best efforts to effect the
Registration of shares of Registrable Stock under the Act, the Corporation
will:
(a) prepare and file with the Commission a registration
statement with respect to such shares and use its best efforts to cause such
registration statement to become and remain effective as provided herein;
(b) prepare and file with the Commission such amendments
and supplements to such registration statement and the prospectus and any
prospectus supplement used in connection therewith as may be necessary to keep
such registration statement effective and current and to comply
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with the provisions of the Act with respect to the disposition of all shares of
Common Stock covered by such registration statement, but for no longer than six
(6) months subsequent to the initial effective date of such registration
statement; provided, however, that any Shelf Registration shall be kept
effective until the earlier of (i) the sale of all Registrable Stock registered
thereunder and (ii) such time as, in the reasonable opinion of counsel to the
Corporation, further offers and sales under the Shelf Registration are no
longer permissible pursuant to Rule 415 under the Act and the pronouncements of
the Commission thereunder.
(c) enter into and perform its obligations under an
underwriting agreement with respect to any underwritten offering, in usual and
customary form, with the managing underwriter of such offering, and each Holder
participating in such Registration shall, subject to the terms and conditions
of this Section 3 set forth below, also enter into and perform its obligations
under such an agreement;
(d) furnish to each underwriter and each Holder
participating in a Registration pursuant to Sections 2 or 5 such number of
copies of a prospectus, including a preliminary prospectus and any prospectus
supplement, a registration statement, the exhibits thereto, and all documents
incorporated therein by reference, in conformity with the requirements of the
Act, and such other documents as such underwriter or Holder may reasonably
request in order to facilitate the public sale of the shares of Common Stock by
such underwriter or Holder, as the case may be, and promptly furnish to each
underwriter and Holder notice of any stop order or similar notice issued by the
Commission or state agency charged with the regulation of securities, and
notice of any NASDAQ or other listing of the shares of Common Stock covered by
such Registration Statement;
(e) use its best efforts (i) to register or qualify the
shares of Common Stock covered by such registration statement under such other
securities or blue sky or other applicable laws of such jurisdictions within
the United States as each Holder selling shares shall reasonably request, (ii)
to keep such registration or qualification in effect for so long as such
registration statement remains in effect, and (iii) to take any other action
which may be reasonably necessary or advisable to enable such Holder to
consummate the disposition in such jurisdictions of the shares of Common Stock
owned by such Holder; provided, however, that in no event shall the Corporation
be obligated to qualify to do business as a foreign corporation in any
jurisdiction wherein it would not but for the requirements of this paragraph
(e) be obligated to be so qualified or to consent to general service of process
in any such jurisdiction;
(f) use its best efforts to furnish to each Holder
selling shares a signed counterpart, addressed to the Holder selling shares, of
(i) an opinion of counsel to the Corporation, dated the effective date of the
registration statement, and (ii) a "comfort" letter, dated the effective date
of the registration statement, signed by the independent public accountants who
have certified the Corporation's financial statements included in the
registration statement, covering substantially the same matters with respect to
the registration statement (and the prospectus and any prospectus supplement
included therein) and (in the case of the "comfort" letter) with respect to
events subsequent to the date of the financial statements and with respect to
financial data contained in the
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prospectus that is not extracted from the Corporation's audited financial
statements, as are customarily covered (at the time of such Registration) in
opinions of issuer's counsel and in "comfort" letters delivered to underwriters
in underwritten public offerings of securities;
(g) furnish to each Holder participating in a
Registration pursuant to Sections 2 or 5, upon request of such Holder, copies
of all correspondence between the Corporation, the Commission and any
applicable state securities regulatory agencies relating to such Registration;
(h) permit each Holder participating in a Registration
pursuant to Sections 2 and 5 and the designated representatives of such Holder
to inspect and copy all records of the Corporation reasonably related to such
Registration; provided, however, the Corporation shall not be required to
permit the examination of any portion of its records for which the Commission
has granted a request for confidentiality;
(i) use its best efforts to obtain all approvals required
from the National Association of Securities Dealers, Inc., if any;
(j) during the period referred to in Section 3(b) that
the Corporation is required to keep such registration statement effective,
promptly notify each Holder of Registrable Stock covered by such registration
statement at any time when a prospectus relating thereto is required to be
delivered under the Act, of the happening of any event as a result of which the
prospectus or any prospectus supplement included in such registration
statement, as then in effect, or any material incorporated by reference
therein, includes an untrue statement of a material fact or omits to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing, or if
it is necessary to amend or supplement such prospectus or any prospectus
supplement or registration statement or material incorporated by reference
therein to comply with the law, and at the request of any such Holder, prepare
and furnish to such Holder a reasonable number of copies of a supplement to or
an amendment of such prospectus or any prospectus supplement or material
incorporated by reference therein as may be necessary so that, as thereafter
delivered to the purchasers of such Registrable Stock, such prospectus or any
prospectus supplement or material incorporated by reference therein shall not
include an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances then existing and so that such
prospectus or prospectus supplement or registration statement or material
incorporated by reference therein, as amended or supplemented, will comply with
the law;
(k) upon delivery of the certificates with respect to the
Registrable Stock to be Registered pursuant hereto, issue to any underwriter to
which the Holder may sell such Registrable Stock in connection with any such
Registrations (and to any direct or indirect transferee or any such
underwriter) certificates evidencing such Registrable Stock without any legend
restricting the transferability of the Registrable Stock;
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(l) make available, as soon as reasonably practicable, an
earnings statement satisfying the provisions of Section 11(a) of the Act and
Rule 158 promulgated thereunder; and
(m) that in conjunction with any Registration pursuant to
Section 2 or 5, it will, at its expense, use its best efforts to cause the
Registrable Stock covered by such Registration to be listed on the New York
Stock Exchange or such other national securities exchange on which the Common
Stock is listed, subject to notice of issuance, and will provide prompt notice
to such exchange of the issuance thereof from time to time.
If the Corporation fails to keep a Registration requested pursuant to
Section 2 effective for such period as is required by Section 3(b) and all of
the shares of Registrable Stock subject to such Registration are not sold, the
rights of the Holders to request Registration pursuant to Section 2 will not be
deemed to have been affected by operation of the provisions of Section 4(a).
Any Holder dissatisfied with the terms and conditions of the
underwriting agreement referred to in Section 3(c) may withdraw from the
request for Registration made pursuant to Section 5 and may refuse to execute
such underwriting agreement.
4. Limitations on Required Registration.
(a) The Corporation shall not be required to effect more
than three (3) Registrations pursuant to Section 2. A Registration requested
pursuant to Section 2 shall not be deemed to have been effected (i) unless a
registration statement with respect thereto has become effective or (ii) if
after it has become effective, such Registration is interfered with by any stop
order, injunction or other order or requirement of the Commission or other
governmental agency or court for any reason not attributable to the Holders
participating in such Registration and has not thereafter become effective.
(b) The Corporation shall not Register securities for
sale for its own account in any Registration requested pursuant to Section 2
unless permitted to do so by the written consent of Holders who hold at least a
majority of the Registrable Stock as to which Registration has been requested.
(c) The Corporation shall be entitled to postpone for a
reasonable period of time (but not exceeding 90 days) the filing of any
registration statement otherwise required to be prepared and filed by it
pursuant to Section 2(a) if the Corporation determines, in its reasonable
judgment, that such registration and offering would interfere with any
financing, acquisition, corporate reorganization or other material transaction
involving the Corporation or any of its Affiliates or would require premature
disclosure thereof, and promptly gives the holders of Registrable Stock
requesting registration thereof pursuant to Section 2(a) written notice of such
determination, containing a general statement of the reasons for such
postponement and an approximation of the anticipated delay. If the Corporation
shall so postpone the filing of a registration statement, such holders of
Registrable Stock requesting registration thereof pursuant to Section 2(a)
shall have the right to
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withdraw the request for registration by giving written notice to the
Corporation within 30 days after receipt of the notice of postponement and, in
the event of such withdrawal, such request shall not be counted for purposes of
the requests for registration to which holders of Registrable Stock are
entitled pursuant to Section 2(a) hereof.
5. Incidental Registration. If the Corporation at any time after
June 22, 1997 proposes to Register any of its securities under the Act (other
than a Registration effected to implement an employee benefit plan, a
transaction to which Rule 145 of the Commission is applicable, or a
Registration required pursuant to Section 2), it will each such time give
written notice to all Holders of its intention to do so not less than thirty
(30) days prior to the intended filing date of such Registration, together with
a list of all jurisdictions in which the Corporation intends to register the
securities to be offered. Upon the written request of a Holder or Holders
given within fifteen (15) days after receipt of any such notice (stating the
number of shares of Registrable Stock to be disposed of by such Holder or
Holders and the intended method of disposition), the Corporation will use its
best efforts to cause all such shares of Registrable Stock intended to be sold
by Holders who or which have requested Registration thereof, to be Registered
under the Act so as to permit the disposition by such Holder or Holders of the
shares so Registered, subject, however, to the limitations set forth in Section
6.
6. Limitations on Incidental Registration.
(a) If the Registration of which the Corporation gives
notice pursuant to Section 5 is for an underwritten offering, only securities
(including, without limitation, Registrable Stock) which are to be included in
the underwriting may be included in the Registration.
(b) If the managing underwriter of any underwritten
offering shall inform the Corporation by letter of its belief that the number
or type of Registrable Stock requested to be included in a Registration
pursuant to Section 5 would materially adversely affect such offering, then the
Corporation will include in such Registration, to the extent of the number and
type which the Corporation is so advised can be sold in (or during the time of)
such offering, first, all securities proposed by the Corporation to be sold for
its own account and, second, all other registered securities of the Corporation
requested to be included in such Registration pro rata among such holders on
the basis of the estimated gross proceeds of the securities of such holders
requested to be so included.
(c) Subject to the Corporation's complying with the
priorities set forth in Section 6(b), nothing contained in this Section 6 shall
prevent the Corporation from withdrawing any securities requested to be
included for its own account in such a Registration either before or after the
effectiveness of such Registration.
(d) The Corporation shall not be required to effect any
registration of Registrable Stock pursuant to Section 5 if it shall deliver to
the Holder or Holders requesting such registration an opinion (which opinion
shall be reasonably satisfactory to such Holder or Holders) of Stokes and
Bartholomew (or other counsel reasonably satisfactory to such Holder or
Holders) to the effect that
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all Registrable Stock held by such Holder or Holders may be sold in the public
market without registration under the Securities Act and any applicable State
securities laws.
7. Designation of Managing Underwriter. In the case of any
Registration which is intended to be an underwritten public offering, the
Corporation shall have the right to designate a managing underwriter of such
underwritten offering, which shall be a nationally recognized investment
banking firm.
8. Cooperation of Prospective Sellers.
(a) Each Holder that is a prospective seller of
Registrable Stock will furnish to the Corporation such information regarding
such Holder and the distribution of such Registrable Stock as the Corporation
may from time to time reasonably request in writing. Such Holder shall not be
required to make any representations or warranties to or agreements with the
Corporation or the underwriters, if any, other than representations, warranties
or agreements regarding such Holder, such Holder's intended method of
distribution and any other representations required by law.
(b) Failure of a Holder that is a prospective seller of
Registrable Stock to furnish the information and agreements described in this
Section 8 shall be deemed sufficient reason to exclude any shares of
Registrable Stock to be sold by such Holder. However, such failure shall not
affect the obligations of the Corporation under this Agreement to remaining
Holders who furnish such information and agreements unless, in the opinion of
counsel to the Corporation or the managing underwriter, such failure impairs or
may impair the legality of the registration statement or the underlying
offering.
(c) The Holders of Registrable Stock included in the
registration statement will not (until receipt of a supplemental or amended
prospectus or prospectus supplement) effect sales thereof after receipt of
telegraphic or written notice from the Corporation to suspend sales to permit
the Corporation to correct or update a registration statement or prospectus or
prospectus supplement; but the obligations of the Corporation with respect to
maintaining any registration statement current and effective shall be extended
by a period of days equal to the period such suspension is in effect.
(d) At the end of the period during which the Corporation
is obligated to keep the registration statement current and effective as
described in paragraph (b) of Section 3 (and any extensions thereof required by
the preceding paragraph), the Holders of Registrable Stock included in the
registration statement shall discontinue sales of Registrable Stock pursuant to
such registration statement upon receipt of notice from the Corporation of its
intention to remove from Registration the Registrable Stock covered by such
registration statement which remain unsold, and such Holders shall notify the
Corporation of the number of Registered shares of Registrable Stock which
remain unsold immediately upon receipt of such notice from the Corporation.
9. Expenses of Registration. All expenses (other than
underwriting discounts and commissions incurred pursuant to this Agreement in
effecting any Registration), including, without
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limitation, all registration and filing fees, printing and engraving expenses,
expenses of compliance with blue sky laws, registrar, transfer agent, and
escrow fees, fees and disbursements of counsel and public accountants to the
Corporation, and reasonable fees and expenses of a single legal counsel for all
selling Holders shall be borne by the Corporation, provided that any additional
registration and qualification fees and expenses that directly result from the
inclusion of securities held by the Holders in the case of any Registration
effected pursuant to Section 5 shall be borne pro rata by the Holders in
proportion to the number of shares of Registrable Stock being offered by them.
10. Indemnification.
(a) The Corporation will indemnify each Holder requesting
or joining in a Registration, each officer, director, agent, or partner
thereof, and such Holder's legal counsel and independent accountants, and each
person, if any, who controls any thereof within the meaning of Section 15 of
the Act or Section 20 of the Exchange Act, and each underwriter of the
securities so Registered, and their respective successors (collectively,
"Indemnitees"), against all claims, losses, damages and liabilities, joint or
several, or actions in respect thereof, arising out of or based on any untrue
statement (or alleged untrue statement) of a material fact contained in any
registration statement, prospectus, prospectus supplement, offering circular or
other document prepared by or at the direction of the Corporation incident to
any Registration, qualification or compliance (or in any related registration
statement, notification or the like) or any omission (or alleged omission) to
state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading in the light of the circumstances in
which they were made, or any violation of any rule or regulation promulgated
under the Act or any state securities law applicable to the Corporation or
relating to action or inaction required of the Corporation in connection with
any such Registration, qualification, or compliance, and will reimburse each
such Indemnitee for any legal and any other expenses reasonably incurred in
connection with investigating, settling or defending any such claim, loss,
damage, liability, or action; provided, however, that the indemnity agreement
contained in this Section 10(a) shall not apply to amounts paid in settlement
of any such claim, loss, damage, liability, or action if such settlement is
effected without the consent of the Corporation (which consent shall not be
unreasonably withheld) nor shall the Corporation be liable in any such case to
the extent that any such claim, loss, damage or liability arises out of or is
based on any untrue statement or omission in any such document made in reliance
on and in conformity with information furnished to the Corporation in writing
by such Indemnitee(s) specifically for use therein and except that the
foregoing indemnity agreement is subject to the condition that, insofar as it
relates to any such untrue statement (or alleged untrue statement) or omission
(or alleged omission) made in the preliminary prospectus but eliminated or
remedied in an amended prospectus on file with the Commission at the time the
registration statement becomes effective or in an amended or supplemented
prospectus filed with the Commission pursuant to Rule 424(b) (a "Final
Prospectus"), such indemnity agreement shall not inure to the benefit of any
underwriter, or any Indemnitee if there is no underwriter, if a copy of such
Final Prospectus was not furnished to the person or entity asserting the loss,
liability, claim, or damage at or prior to the time such furnishing is required
by the Act so long as such Final Prospectus has been furnished to such
underwriter or such Indemnitee prior to such time; provided, further, that this
indemnity shall not be deemed to relieve any underwriter of any of its due
diligence obligations.
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(b) Each Holder of shares of Registrable Stock included
in a Registration which is effected will, severally, but not jointly, indemnify
(and the Corporation and each such Holder will use its best efforts to cause
each underwriter of the securities so registered so to indemnify) the
Corporation and its officers and directors and its legal counsel, and each
person, if any, who controls any of the foregoing within the meaning of Section
15 of the Act or Section 20 of the Exchange Act, and their respective
successors, against all claims, losses, damages, and liabilities, joint or
several, or actions in respect thereof, arising out of or based on any untrue
statement (or alleged untrue statement) of a material fact contained in any
registration statement, prospectus, prospectus supplement, offering circular or
other document prepared by or at the direction of the Holder or underwriter
incident to any registration, qualification or compliance (or in any related
registration statement, notification or the like) or any omission (or alleged
omission) to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading in the light of the
circumstances in which they were made and will reimburse the Corporation and
each other person indemnified pursuant to this paragraph (b) for any legal and
any other expenses reasonably incurred in connection with investigating,
settling, or defending any such claim, loss, damage, liability or action;
provided, however, that this paragraph (b) shall apply only if such statement,
alleged statement, omission, or alleged omission was made in reliance upon and
in conformity with information (including, without limitation, written negative
responses to inquiries) furnished to the Corporation by such Holder or
underwriter in writing, specifically for use therein, and except that the
foregoing indemnity agreement is subject to the condition that, insofar as it
relates to any such untrue statement (or alleged untrue such statement) or
omission (or alleged omission) made in the preliminary prospectus but
eliminated or remedied in a Final Prospectus, such indemnity agreement shall
not inure to the benefit of the Corporation, if a copy of such Final Prospectus
was not furnished to the person or entity asserting the loss, liability, claim,
or damage at or prior to the time such furnishing is required by the Act so
long as such Final Prospectus has been furnished to such Holder or underwriter
prior to such time; provided, further, that this indemnity shall not be deemed
to relieve any underwriter of any of its obligations, as to any Holder;
provided, further, that the indemnity agreement contained in this Section 10(b)
shall not apply, as to any Holder, to amounts paid in settlement of any such
claim, loss, damage, liability, or action if such settlement is effected
without the consent of such Holder, which consent shall not be unreasonably
withheld; provided, further, that the liability of any such holder under this
Section 10(b) and Section 10(e) shall be limited in the aggregate to the total
public offering price of the Registrable Stock sold by such Holder.
(c) Each party entitled to indemnification hereunder (the
"Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified
Party has actual knowledge of any claim as to which indemnity may be sought,
and shall permit the Indemnifying Party (at its expense) to assume the defense
of any claim or any litigation resulting therefrom; provided, however, that
counsel for the Indemnifying Party, who shall conduct the defense of such claim
or litigation, shall be satisfactory to the Indemnified Party, and the
Indemnified Party may participate in such defense at such party's expense;
provided, further, that the omission by any Indemnified Party to give notice as
provided herein shall not relieve the Indemnifying Party of its obligations
under this Section 10 except to the extent that the omission is materially
prejudicial to the ability of the Indemnifying Party to defend such claim or
litigation. No Indemnifying
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Party, in defense of any such claim or litigation, shall, except with the
consent of each Indemnified Party, consent to entry of any judgment or enter
into any settlement which does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such Indemnified Party of a release from
all liability in respect to such claim or litigation.
(d) If the indemnification provided for in this Section
10 is held by a court of competent jurisdiction to be unavailable to an
Indemnified Party with respect to any loss, liability, claim, damage, or
expense referred to herein, then the Indemnifying Party hereunder shall
contribute to the amount paid or payable by such Indemnified Party as a result
of such loss, liability, claim, damage or expense, in such proportion as is
appropriate to reflect the relative benefit of the Indemnifying Party on the
one hand and of the Indemnified Party on the other in connection with the
statements or omissions which resulted in such loss, liability, claim, damage,
or expense. If the allocation provided above is held by a court of competent
jurisdiction to be unavailable, then each Indemnifying Party shall contribute
to the amount paid or payable by such Indemnified Party as a result of such
loss, liability, claim, damage, or expense, in such proportion as is
appropriate to reflect the relative fault of the Indemnifying Party on the one
hand and the Indemnified Party on the other hand in connection with the
statements or omissions which resulted in such loss, liability, claim, damage,
or expense as well as any other relevant equitable considerations. The
relative fault of the Indemnifying Party and of the Indemnified Party shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission to state a material fact
relates to information supplied by the Indemnifying Party or by the Indemnified
Party and the parties' relevant intent, knowledge, access to information and
opportunities to correct or prevent such statement or omission.
The parties agree that it would not be just and equitable if
contribution pursuant to this Section 10 were determined by pro rata allocation
or by any other method of allocation that does not take account of the
equitable considerations referred to above. The amount paid or payable by an
Indemnified Party as a result of the claims, losses, damages, and liabilities
referred to above shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses reasonably incurred by such
Indemnified Party in connection with investigating or defending any such action
or claim.
(e) No Holder that is a seller of Registrable Stock
covered by such registration statement or person controlling such seller other
than the Corporation shall be obligated to make contribution hereunder that in
the aggregate exceeds the total public offering price of the Registrable Stock
sold by such Holder, less the aggregate amount of any damages that such Holder
and its controlling persons have otherwise been required to pay pursuant to
this Section 10. The obligations of such Holders to contribute are several in
proportion to their respective ownership of the securities covered by such
registration statement and not joint.
(f) The indemnity and contribution provided herein shall
be in addition to, and not in lieu of, any other liability that one party may
have to another.
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(g) The obligation of the Corporation under this Section
10 shall survive the prepayment and/or conversion, if any, of the Notes, the
completion of any offering of Registrable Stock in a registration statement
under this Agreement, or otherwise.
11. Rule 144 Requirements. The Corporation shall take all actions
reasonably necessary to enable Holders of Registrable Stock to sell such
securities without registration under the Act within the limitation of the
exemptions provided by Rule 144 including, without limiting the generality of
the foregoing, filing on a timely basis all reports required to be filed by the
Exchange Act. Upon the request of any Holder of Registrable Stock, the
Corporation will deliver to such Holder a written statement as to whether it
has complied with such requirements.
12. "Stand-Off" Agreement. In consideration for the Corporation
performing its obligations under this Agreement, each Holder severally agrees
for a period of time (not to exceed ninety (90) days) from the effective date
of the Registration of securities of the Corporation (upon the written request
of the Corporation or the underwriters managing any underwritten offering of
the Corporation's securities) not to sell, make any short sale of, loan, grant
any option for the purchase of, or otherwise dispose of any Registrable Stock,
other than shares of Registrable Stock included in the Registration, without
the prior written consent of the Corporation or of such underwriters, as the
case may be.
13. Delay of Registration. Unless jointly exercised by the
Holders of at least 66-2/3% of the Registrable Stock, no Holder shall have any
right to take any action to restrain, enjoin or otherwise delay any
Registration as the result of any controversy that might arise with respect to
the interpretation or implementation of this Agreement.
14. Miscellaneous.
(a) Amendment. This Agreement shall not be amended
without the written consent of the Corporation and the Holders of at least
66-2/3% of the Registrable Stock.
(b) Governing Law. This Agreement shall be governed in
all respects by and construed in accordance with the local laws of the State of
New York and not the choice of law rules of such state. Any legal action or
proceeding with respect to this Agreement may be brought in the courts of the
State of New York or of the United States of America for the District of New
York and, by execution and delivery of this Agreement, each of the Corporation
and the Purchaser hereby accepts for itself and in respect of its property,
generally and unconditionally, the jurisdiction of the aforesaid courts. The
Corporation irrevocably consents to the service of process out of any of the
aforementioned courts in any such action or proceeding by the mailing of copies
thereof by registered or certified mail, postage prepaid, to the Corporation at
its address set forth herein, such service to become effective thirty (30) days
after such mailing. The English language version of all documents related to
the transactions contemplated hereby shall govern.
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(c) Successors and Assigns. This Agreement shall be
binding upon and inure to the benefit of and be enforceable by the parties
hereto and, with respect to the Corporation, its respective successors and
assigns, and, with respect to the Investor, any holder of any Registrable
Stock, subject to the provisions respecting the minimum numbers of percentages
of shares of Registrable Stock required in order to be entitled to certain
rights, or take certain actions, contained herein. The Investor (and not any
other Holder or any other Person) shall be permitted, in connection with a
transfer or disposition of Registrable Stock permitted by the Note Purchase
Agreement, to impose conditions or constraints on the ability of the
transferee, as a Holder, to request a Registration pursuant to Section 2 and
shall provide the Corporation with copies of such conditions or constraints and
the identity of such transferees.
(d) Notices, Etc. All notices, requests, consents, and
other communications hereunder shall be in writing and shall be mailed,
certified mail, return receipt requested, postage prepaid, or delivered by
overnight courier service, or by telex or telefacsimile transmission, addressed
as follows:
if to the Corporation to the address set forth on the first
page of this Agreement (telefacsimile number (615) 269-8635);
if to a Holder, to the address and telex or telefacsimile
transmission number set forth below such Holder's signature on this
Agreement;
if to any subsequent Holder, to it at such address as may have
been furnished to the Corporation in writing by such Holder;
or, in any such case, at such other address or addresses as shall have been
furnished in writing to the Corporation (in the case of a Holder of Registrable
Stock) or to the Holders of Registrable Stock (in the case of the Corporation)
in accordance with the provisions of this Section; and shall be deemed to have
been given three (3) days after mailing, if mailed, or one (l) business day
after delivery to the courier, if delivered by overnight courier service or
after transmission, if sent by telex or telefacsimile transmission.
(e) Severability. In case any provision of this
Agreement shall be held to be invalid, illegal, or unenforceable, it shall, to
the extent practicable, be modified so as to make it valid, legal, and
enforceable and to retain, as nearly as practicable, the intent of the parties,
and the validity, legality, and enforceability of the remaining provisions of
this Agreement shall not in any way be affected or impaired thereby.
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(f) Titles and Subtitles; Sections. The titles and
subtitles of this Agreement are intended for reference and shall not by
themselves determine the construction or interpretation of this Agreement.
References to Sections herein are to Sections of this Agreement unless
otherwise specified.
(g) Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
(h) Entire Agreement. This Agreement and the other
document delivered pursuant hereto constitute the full and entire understanding
and agreement between the parties with regard to the subjects hereof and
thereof.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed themselves or by their respective representatives thereunto duly
authorized as of the day and year first above written.
CORRECTIONS CORPORATION OF AMERICA,
a Delaware corporation
By:
--------------------------------
Its:
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SODEXHO S.A.
By:
--------------------------------
Its:
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Address:
Sodexho S.A.
3 avenue Newton
78180 Montigny-le-Bretonneux
FRANCE
Attention: Bernard Carton
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