1
EXHIBIT 4(bb)
1997 AMENDMENT TO
1994 SECURITIES PURCHASE AGREEMENT BY AND BETWEEN
CORRECTIONS CORPORATION OF AMERICA AND SODEXHO S.A.
THIS 1997 AMENDMENT TO 1994 SECURITIES PURCHASE AGREEMENT BY AND
BETWEEN CORRECTIONS CORPORATION OF AMERICA AND SODEXHO S.A., dated December 30,
1997 (the "1997 Amendment"), is entered into by and between Sodexho S.A., a
French corporation (the "Purchaser") and Corrections Corporation of America, a
Tennessee corporation and successor in interest to a Delaware corporation of the
same name (the "Corporation").
RECITALS:
WHEREAS, the Corporation and the Purchaser are parties to that certain
Securities Purchase Agreement, dated June 23, 1994, as amended on July 11, 1995
and December 31, 1996 (the Securities Purchase Agreement as amended, known as
the "Securities Purchase Agreement"), pursuant to which, among other things, the
Purchaser received the right to purchase up to $20,000,000 aggregate principal
amount Floating Rate Convertible Note (the "Convertible Note") from the
Corporation on or before December 31, 1997 (the "Expiration Date"); and
WHEREAS, the Purchaser now desires and the Corporation has agreed to
extend the Expiration Date for a period of two (2) years, namely until December
31, 1999 pursuant to the terms and conditions of this Agreement (the
"Extension").
NOW, THEREFORE, for and in consideration of the premises and the mutual
promises, covenants and conditions set forth in this Amendment and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Corporation and the Purchaser hereby agree as follows:
1. Amendment of Securities Purchase Agreement.
1.1 The first full paragraph of Section 2.1 of the Securities Purchase
Agreement is hereby amended by deleting such paragraph in its entirety
from the Securities Purchase Agreement and by substituting in lieu
thereof the following language:
Right to Purchase Floating Rate Notes. Subject to the terms
and conditions set forth below, at any time prior December 31,
1999, the Purchaser will have the right to purchase up to $20
million aggregate principal amount Floating Rate Notes
convertible at the conversion price of $6.825 (the "Rights").
1.2 All other provisions contained in the Securities Purchase
Agreement, any exhibits or attachments thereto, and any documents or
instruments referred to therein, shall be hereby
2
amended, where appropriate and the context permits, to reflect the
Extension and amendments contained in Section 1.1 above.
2. Effectiveness of this Amendment. This 1997 Amendment shall become
effective immediately upon the execution and delivery of this 1997 Amendment by
the Purchaser and the Corporation.
3. Corporate Power and Authorization. The Corporation hereby warrants
and represents to Purchaser that (i) it has the requisite corporate power and
authority to execute, deliver and perform its obligations under this 1997
Amendment; (ii) the execution and delivery by the Corporation of this Amendment
and the consummation of the transactions contemplated hereby (a) have been duly
authorized by all necessary corporate action on the part of the Corporation and
(b) do not and will not require any authorization, consent, approval or license
from or any registration, qualification, designation, declaration or filing
with, any court or government department, commission, board, bureau, agency or
instrumentality, domestic or foreign; and (iii) this 1997 Amendment has been
duly and validly executed and delivered by the Corporation and constitutes the
legal, valid and binding obligation of the Corporation, enforceable in
accordance with its terms.
4. Miscellaneous.
4.1. Amendment to Securities Purchase Agreement. The Securities
Purchase Agreement is hereby, and shall henceforth be deemed to be,
amended, modified and supplemented in accordance with the provisions
hereof, and the respective rights, duties and obligations under the
Securities Purchase Agreement shall hereafter be determined, exercised
and enforced under the Securities Purchase Agreement, as amended,
subject in all respects to such amendments, modifications, and
supplements and all terms and conditions of this 1997 Amendment.
Initially capitalized terms used in this 1997 Amendment shall have the
meanings ascribed thereto in the Securities Purchase Agreement, as
amended hereby, unless otherwise defined herein.
4.2. Ratification of the Agreement. Except as expressly set forth in
this 1997 Amendment, all agreements, covenants, undertakings,
provisions, stipulations, and promises contained in the Agreement and
the Securities are hereby ratified, re-adopted, approved, and confirmed
and remain in full force and effect.
4.3. No Implied Waiver. The execution, delivery and performance of
this 1997 Amendment shall not, except as expressly provided herein,
constitute a waiver or modification of any provision of, or operate as
a waiver of any right, power or remedy of the Purchaser under the
Securities Purchase Agreement or prejudice any right or remedy that
the Purchaser may have or may have in the future under or in
connection with the Securities Purchase Agreement or any instrument or
agreement referred to therein. The Corporation acknowledges and agrees
that the representations and warranties of the Corporation
2
3
contained in the Securities Purchase Agreement and in this 1997
Amendment shall survive the execution and delivery of this 1997
Amendment and the effectiveness hereof.
4.4. Governing Law. The parties hereby expressly agree that this 1997
Amendment shall be governed by, and construed and enforced in
accordance with, the laws of the State of Delaware. The English
language version of all documents relating to the transactions
contemplated hereby will govern.
4.5. Counterparts; Facsimile Execution. This 1997 Amendment may be
executed in counterparts, each of which shall be deemed to be an
original, but all of which together shall constitute one and the same
instrument. Delivery of an executed counterpart of this 1997 Amendment
by facsimile shall be equally as effective as delivery of a manually
executed counterpart. Any party delivering an executed counterpart of
this 1997 Amendment by facsimile shall also deliver a manually executed
counterpart, but the failure to deliver a manually executed counterpart
shall not affect the validity, enforceability, and binding effect of
this 1997 Amendment.
IN WITNESS WHEREOF, the undersigned have caused this 1997 Amendment to
be executed by their duly authorized officers as of the date first written
above.
CORRECTIONS CORPORATION OF AMERICA
By: /s/ Doctor R. Crants
-------------------------------
Its: Chairman and CEO
------------------------------
SODEXHO S.A.
By: /s/ Jean-Pierre Cuny
-------------------------------
Its: Senior V.P.
------------------------------
3