1
EXHIBIT 4.21
THE NOTE EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAWS, AND, ACCORDINGLY, NEITHER THIS NOTE, THE SHARES OF COMMON STOCK
ISSUABLE UPON CONVERSION OF THIS NOTE, NOR ANY INTEREST OR PARTICIPATION HEREIN
OR THEREIN MAY BE TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
REGISTRATION.
PRISON REALTY CORPORATION
NOTE
No. 2
$10,000,000 January 29, 1999
FOR VALUE RECEIVED, the undersigned, PRISON REALTY CORPORATION (herein
called the "Company"), a corporation organized and existing under the laws of
the State of Maryland, hereby promises to pay to the order of MDP VENTURES IV
LLC, or its registered assigns (the "Holder"), the principal sum of TEN MILLION
DOLLARS ($10,000,000) on the Maturity Date (as defined in the Purchase Agreement
referred to below). The Company also promises to pay interest (computed on the
basis of a 360 day year of twelve 30 day months) (a) from the date hereof until
the earlier of (i) the Maturity Date, (ii) the date this Note and all amounts
payable in connection herewith have been paid to the Holder and (iii) the
occurrence of a Termination Event (as defined in the Purchase Agreement) on the
unpaid balance hereof at the rate of 9.5% per annum, payable semi-annually in
arrears, on the last day of each June and December, commencing June 30, 1999,
and on the Maturity Date (each such date an "Interest Payment Date") and (b)
from the earlier of (i) the Maturity Date or (ii) the occurrence of an Event of
Default until the date this Note and all amounts payable in connection herewith
have been paid to the Holder, at the rate of 20% per annum payable on demand. In
addition, the Company promises to pay Contingent Interest (as defined in the
Purchase Agreement) to the Holder as set forth in Section 2.5 of the Purchase
Agreement.
Payments of principal of, premium, if any, and interest (including,
without limitation, Contingent Interest) on this Note are to be made in lawful
money of the United States of America. Payments shall be made to the Holder at
such place and by such means as provided in the Purchase Agreement.
This Note is one of a series of convertible notes issued pursuant to a
Note Purchase Agreement, dated as of December 31, 1998 (as from time to time
amended, the "Purchase Agreement"), among the Company, as issuer, and the
Investor named therein, and is entitled to the benefits thereof. Capitalized
terms not otherwise defined herein shall have the meanings ascribed to such
terms in the Purchase Agreement. As provided in the Purchase Agreement, this
Note (i) is subject to redemption prior to Maturity, as provided in Section 12.1
of the Purchase
2
Agreement and (ii) is convertible into shares of the Company's Common Stock, as
provided in Section 13 of the Purchase Agreement.
This Note is a registered Note and, as provided in the Purchase
Agreement, upon surrender of this Note for registration of transfer, duly
endorsed, or accompanied by a written instrument of transfer duly executed, by
the registered holder hereof or such holder's attorney duly authorized in
writing, a new Note (for a like principal amount) or Notes (in authorized
denominations) will be issued to, and registered in the name of, the transferee.
Prior to due presentment for registration of transfer, the Company may treat the
person in whose name this Note is registered as the owner hereof for the purpose
of receiving payment and for all other purposes, and the Company will not be
affected by any notice to the contrary.
If this Note is collected by or through an attorney at law or
otherwise, then the Company shall be obligated to pay, in addition to the
principal balance hereof and any premium and accrued interest hereon, reasonable
attorney's fees and all out-of-pocket costs of the Holder in connection with the
collection or enforcement of this Note.
The Company hereby waives presentment, demand, protest or notice of any
kind in connection with this Note.
This Note shall be governed by the laws of the State of New York.
PRISON REALTY CORPORATION
By: /s/ Michael W. Devlin
-------------------------------------
Name: Michael W. Devlin
---------------------------------
Title: Chief Operating Officer
---------------------------------
3
THE NOTE EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAWS, AND, ACCORDINGLY, NEITHER THIS NOTE, THE SHARES OF COMMON STOCK
ISSUABLE UPON CONVERSION OF THIS NOTE, NOR ANY INTEREST OR PARTICIPATION HEREIN
OR THEREIN MAY BE TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
REGISTRATION.
PRISON REALTY CORPORATION
NOTE
No. 3
$4,250,000 January 29, 1999
FOR VALUE RECEIVED, the undersigned, PRISON REALTY CORPORATION (herein
called the "Company"), a corporation organized and existing under the laws of
the State of Maryland, hereby promises to pay to the order of CHRISTOPHER
JEFFRIES, or his registered assigns (the "Holder"), the principal sum of FOUR
MILLION TWO HUNDRED AND FIFTY THOUSAND DOLLARS ($4,250,000) on the Maturity Date
(as defined in the Purchase Agreement referred to below). The Company also
promises to pay interest (computed on the basis of a 360 day year of twelve 30
day months) (a) from the date hereof until the earlier of (i) the Maturity Date,
(ii) the date this Note and all amounts payable in connection herewith have been
paid to the Holder and (iii) the occurrence of a Termination Event (as defined
in the Purchase Agreement) on the unpaid balance hereof at the rate of 9.5% per
annum, payable semi-annually in arrears, on the last day of each June and
December, commencing June 30, 1999, and on the Maturity Date (each such date an
"Interest Payment Date") and (b) from the earlier of (i) the Maturity Date or
(ii) the occurrence of an Event of Default until the date this Note and all
amounts payable in connection herewith have been paid to the Holder, at the rate
of 20% per annum payable on demand. In addition, the Company promises to pay
Contingent Interest (as defined in the Purchase Agreement) to the Holder as set
forth in Section 2.5 of the Purchase Agreement.
Payments of principal of, premium, if any, and interest (including,
without limitation, Contingent Interest) on this Note are to be made in lawful
money of the United States of America. Payments shall be made to the Holder at
such place and by such means as provided in the Purchase Agreement.
This Note is one of a series of convertible notes issued pursuant to a
Note Purchase Agreement, dated as of December 31, 1998 (as from time to time
amended, the "Purchase Agreement"), among the Company, as issuer, and the
Investor named therein, and is entitled to the benefits thereof. Capitalized
terms not otherwise defined herein shall have the meanings ascribed to such
terms in the Purchase Agreement. As provided in the Purchase Agreement, this
4
Note (i) is subject to redemption prior to Maturity, as provided in Section 12.1
of the Purchase Agreement and (ii) is convertible into shares of the Company's
Common Stock, as provided in Section 13 of the Purchase Agreement.
This Note is a registered Note and, as provided in the Purchase
Agreement, upon surrender of this Note for registration of transfer, duly
endorsed, or accompanied by a written instrument of transfer duly executed, by
the registered holder hereof or such holder's attorney duly authorized in
writing, a new Note (for a like principal amount) or Notes (in authorized
denominations) will be issued to, and registered in the name of, the transferee.
Prior to due presentment for registration of transfer, the Company may treat the
person in whose name this Note is registered as the owner hereof for the purpose
of receiving payment and for all other purposes, and the Company will not be
affected by any notice to the contrary.
If this Note is collected by or through an attorney at law or
otherwise, then the Company shall be obligated to pay, in addition to the
principal balance hereof and any premium and accrued interest hereon, reasonable
attorney's fees and all out-of-pocket costs of the Holder in connection with the
collection or enforcement of this Note.
The Company hereby waives presentment, demand, protest or notice of any
kind in connection with this Note.
This Note shall be governed by the laws of the State of New York.
PRISON REALTY CORPORATION
By: /s/ Michael W. Devlin
-------------------------------------
Name: Michael W. Devlin
---------------------------------
Title: Chief Operating Officer
---------------------------------
5
THE NOTE EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAWS, AND, ACCORDINGLY, NEITHER THIS NOTE, THE SHARES OF COMMON STOCK
ISSUABLE UPON CONVERSION OF THIS NOTE, NOR ANY INTEREST OR PARTICIPATION HEREIN
OR THEREIN MAY BE TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
REGISTRATION.
PRISON REALTY CORPORATION
NOTE
No. 4
$3,000,000 January 29, 1999
FOR VALUE RECEIVED, the undersigned, PRISON REALTY CORPORATION (herein
called the "Company"), a corporation organized and existing under the laws of
the State of Maryland, hereby promises to pay to the order of LISA JEFFRIES, or
her registered assigns (the "Holder"), the principal sum of THREE MILLION
DOLLARS ($3,000,000) on the Maturity Date (as defined in the Purchase Agreement
referred to below). The Company also promises to pay interest (computed on the
basis of a 360 day year of twelve 30 day months) (a) from the date hereof until
the earlier of (i) the Maturity Date, (ii) the date this Note and all amounts
payable in connection herewith have been paid to the Holder and (iii) the
occurrence of a Termination Event (as defined in the Purchase Agreement) on the
unpaid balance hereof at the rate of 9.5% per annum, payable semi-annually in
arrears, on the last day of each June and December, commencing June 30, 1999,
and on the Maturity Date (each such date an "Interest Payment Date") and (b)
from the earlier of (i) the Maturity Date or (ii) the occurrence of an Event of
Default until the date this Note and all amounts payable in connection herewith
have been paid to the Holder, at the rate of 20% per annum payable on demand. In
addition, the Company promises to pay Contingent Interest (as defined in the
Purchase Agreement) to the Holder as set forth in Section 2.5 of the Purchase
Agreement.
Payments of principal of, premium, if any, and interest (including,
without limitation, Contingent Interest) on this Note are to be made in lawful
money of the United States of America. Payments shall be made to the Holder at
such place and by such means as provided in the Purchase Agreement.
This Note is one of a series of convertible notes issued pursuant to a
Note Purchase Agreement, dated as of December 31, 1998 (as from time to time
amended, the "Purchase Agreement"), among the Company, as issuer, and the
Investor named therein, and is entitled to the benefits thereof. Capitalized
terms not otherwise defined herein shall have the meanings ascribed to such
terms in the Purchase Agreement. As provided in the Purchase Agreement, this
Note (i) is subject to redemption prior to Maturity, as provided in Section 12.1
of the Purchase
6
Agreement and (ii) is convertible into shares of the Company's Common Stock, as
provided in Section 13 of the Purchase Agreement.
This Note is a registered Note and, as provided in the Purchase
Agreement, upon surrender of this Note for registration of transfer, duly
endorsed, or accompanied by a written instrument of transfer duly executed, by
the registered holder hereof or such holder's attorney duly authorized in
writing, a new Note (for a like principal amount) or Notes (in authorized
denominations) will be issued to, and registered in the name of, the transferee.
Prior to due presentment for registration of transfer, the Company may treat the
person in whose name this Note is registered as the owner hereof for the purpose
of receiving payment and for all other purposes, and the Company will not be
affected by any notice to the contrary.
If this Note is collected by or through an attorney at law or
otherwise, then the Company shall be obligated to pay, in addition to the
principal balance hereof and any premium and accrued interest hereon, reasonable
attorney's fees and all out-of-pocket costs of the Holder in connection with the
collection or enforcement of this Note.
The Company hereby waives presentment, demand, protest or notice of any
kind in connection with this Note.
This Note shall be governed by the laws of the State of New York.
PRISON REALTY CORPORATION
By: /s/ Michael W. Devlin
-------------------------------------
Name: Michael W. Devlin
---------------------------------
Title: Chief Operating Officer
---------------------------------
7
THE NOTE EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAWS, AND, ACCORDINGLY, NEITHER THIS NOTE, THE SHARES OF COMMON STOCK
ISSUABLE UPON CONVERSION OF THIS NOTE, NOR ANY INTEREST OR PARTICIPATION HEREIN
OR THEREIN MAY BE TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
REGISTRATION.
PRISON REALTY CORPORATION
NOTE
No. 5
$1,750,000 January 29, 1999
FOR VALUE RECEIVED, the undersigned, PRISON REALTY CORPORATION (herein
called the "Company"), a corporation organized and existing under the laws of
the State of Maryland, hereby promises to pay to the order of THE CHRISTOPHER
JEFFRIES ROTH IRA, or its registered assigns (the "Holder"), the principal sum
of ONE MILLION SEVEN HUNDRED AND FIFTY THOUSAND DOLLARS ($1,750,000) on the
Maturity Date (as defined in the Purchase Agreement referred to below). The
Company also promises to pay interest (computed on the basis of a 360 day year
of twelve 30 day months) (a) from the date hereof until the earlier of (i) the
Maturity Date, (ii) the date this Note and all amounts payable in connection
herewith have been paid to the Holder and (iii) the occurrence of a Termination
Event (as defined in the Purchase Agreement) on the unpaid balance hereof at the
rate of 9.5% per annum, payable semi-annually in arrears, on the last day of
each June and December, commencing June 30, 1999, and on the Maturity Date (each
such date an "Interest Payment Date") and (b) from the earlier of (i) the
Maturity Date or (ii) the occurrence of an Event of Default until the date this
Note and all amounts payable in connection herewith have been paid to the
Holder, at the rate of 20% per annum payable on demand. In addition, the Company
promises to pay Contingent Interest (as defined in the Purchase Agreement) to
the Holder as set forth in Section 2.5 of the Purchase Agreement.
Payments of principal of, premium, if any, and interest (including,
without limitation, Contingent Interest) on this Note are to be made in lawful
money of the United States of America. Payments shall be made to the Holder at
such place and by such means as provided in the Purchase Agreement.
This Note is one of a series of convertible notes issued pursuant to a
Note Purchase Agreement, dated as of December 31, 1998 (as from time to time
amended, the "Purchase Agreement"), among the Company, as issuer, and the
Investor named therein, and is entitled to the benefits thereof. Capitalized
terms not otherwise defined herein shall have the meanings ascribed to such
terms in the Purchase Agreement. As provided in the Purchase Agreement, this
Note (i) is subject to redemption prior to Maturity, as provided in Section 12.1
of the Purchase
8
Agreement and (ii) is convertible into shares of the Company's Common Stock, as
provided in Section 13 of the Purchase Agreement.
This Note is a registered Note and, as provided in the Purchase
Agreement, upon surrender of this Note for registration of transfer, duly
endorsed, or accompanied by a written instrument of transfer duly executed, by
the registered holder hereof or such holder's attorney duly authorized in
writing, a new Note (for a like principal amount) or Notes (in authorized
denominations) will be issued to, and registered in the name of, the transferee.
Prior to due presentment for registration of transfer, the Company may treat the
person in whose name this Note is registered as the owner hereof for the purpose
of receiving payment and for all other purposes, and the Company will not be
affected by any notice to the contrary.
If this Note is collected by or through an attorney at law or
otherwise, then the Company shall be obligated to pay, in addition to the
principal balance hereof and any premium and accrued interest hereon, reasonable
attorney's fees and all out-of-pocket costs of the Holder in connection with the
collection or enforcement of this Note.
The Company hereby waives presentment, demand, protest or notice of any
kind in connection with this Note.
This Note shall be governed by the laws of the State of New York.
PRISON REALTY CORPORATION
By: /s/ Michael W. Devlin
-------------------------------------
Name: Michael W. Devlin
---------------------------------
Title: Chief Operating Officer
---------------------------------
9
THE NOTE EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAWS, AND, ACCORDINGLY, NEITHER THIS NOTE, THE SHARES OF COMMON STOCK
ISSUABLE UPON CONVERSION OF THIS NOTE, NOR ANY INTEREST OR PARTICIPATION HEREIN
OR THEREIN MAY BE TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
REGISTRATION.
PRISON REALTY CORPORATION
NOTE
No. 6
$500,000 January 29, 1999
FOR VALUE RECEIVED, the undersigned, PRISON REALTY CORPORATION (herein
called the "Company"), a corporation organized and existing under the laws of
the State of Maryland, hereby promises to pay to the order of GEORGE VON WERZ,
or his registered assigns (the "Holder"), the principal sum of FIVE HUNDRED
THOUSAND DOLLARS ($500,000) on the Maturity Date (as defined in the Purchase
Agreement referred to below). The Company also promises to pay interest
(computed on the basis of a 360 day year of twelve 30 day months) (a) from the
date hereof until the earlier of (i) the Maturity Date, (ii) the date this Note
and all amounts payable in connection herewith have been paid to the Holder and
(iii) the occurrence of a Termination Event (as defined in the Purchase
Agreement) on the unpaid balance hereof at the rate of 9.5% per annum, payable
semi-annually in arrears, on the last day of each June and December, commencing
June 30, 1999, and on the Maturity Date (each such date an "Interest Payment
Date") and (b) from the earlier of (i) the Maturity Date or (ii) the occurrence
of an Event of Default until the date this Note and all amounts payable in
connection herewith have been paid to the Holder, at the rate of 20% per annum
payable on demand. In addition, the Company promises to pay Contingent Interest
(as defined in the Purchase Agreement) to the Holder as set forth in Section 2.5
of the Purchase Agreement.
Payments of principal of, premium, if any, and interest (including,
without limitation, Contingent Interest) on this Note are to be made in lawful
money of the United States of America. Payments shall be made to the Holder at
such place and by such means as provided in the Purchase Agreement.
This Note is one of a series of convertible notes issued pursuant to a
Note Purchase Agreement, dated as of December 31, 1998 (as from time to time
amended, the "Purchase Agreement"), among the Company, as issuer, and the
Investor named therein, and is entitled to the benefits thereof. Capitalized
terms not otherwise defined herein shall have the meanings ascribed to such
terms in the Purchase Agreement. As provided in the Purchase Agreement, this
Note (i) is subject to redemption prior to Maturity, as provided in Section 12.1
of the Purchase Agreement and
10
(ii) is convertible into shares of the Company's Common Stock, as provided in
Section 13 of the Purchase Agreement.
This Note is a registered Note and, as provided in the Purchase
Agreement, upon surrender of this Note for registration of transfer, duly
endorsed, or accompanied by a written instrument of transfer duly executed, by
the registered holder hereof or such holder's attorney duly authorized in
writing, a new Note (for a like principal amount) or Notes (in authorized
denominations) will be issued to, and registered in the name of, the transferee.
Prior to due presentment for registration of transfer, the Company may treat the
person in whose name this Note is registered as the owner hereof for the purpose
of receiving payment and for all other purposes, and the Company will not be
affected by any notice to the contrary.
If this Note is collected by or through an attorney at law or
otherwise, then the Company shall be obligated to pay, in addition to the
principal balance hereof and any premium and accrued interest hereon, reasonable
attorney's fees and all out-of-pocket costs of the Holder in connection with the
collection or enforcement of this Note.
The Company hereby waives presentment, demand, protest or notice of any
kind in connection with this Note.
This Note shall be governed by the laws of the State of New York.
PRISON REALTY CORPORATION
By: /s/ Michael W. Devlin
-------------------------------------
Name: Michael W. Devlin
---------------------------------
Title: Chief Operating Officer
---------------------------------
11
THE NOTE EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAWS, AND, ACCORDINGLY, NEITHER THIS NOTE, THE SHARES OF COMMON STOCK
ISSUABLE UPON CONVERSION OF THIS NOTE, NOR ANY INTEREST OR PARTICIPATION HEREIN
OR THEREIN MAY BE TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
REGISTRATION.
PRISON REALTY CORPORATION
NOTE
No. 7
$250,000 January 29, 1999
FOR VALUE RECEIVED, the undersigned, PRISON REALTY CORPORATION (herein
called the "Company"), a corporation organized and existing under the laws of
the State of Maryland, hereby promises to pay to the order of PHILIP AARONS, or
his registered assigns (the "Holder"), the principal sum of TWO HUNDRED AND
FIFTY THOUSAND DOLLARS ($250,000) on the Maturity Date (as defined in the
Purchase Agreement referred to below). The Company also promises to pay interest
(computed on the basis of a 360 day year of twelve 30 day months) (a) from the
date hereof until the earlier of (i) the Maturity Date, (ii) the date this Note
and all amounts payable in connection herewith have been paid to the Holder and
(iii) the occurrence of a Termination Event (as defined in the Purchase
Agreement) on the unpaid balance hereof at the rate of 9.5% per annum, payable
semi-annually in arrears, on the last day of each June and December, commencing
June 30, 1999, and on the Maturity Date (each such date an "Interest Payment
Date") and (b) from the earlier of (i) the Maturity Date or (ii) the occurrence
of an Event of Default until the date this Note and all amounts payable in
connection herewith have been paid to the Holder, at the rate of 20% per annum
payable on demand. In addition, the Company promises to pay Contingent Interest
(as defined in the Purchase Agreement) to the Holder as set forth in Section 2.5
of the Purchase Agreement.
Payments of principal of, premium, if any, and interest (including,
without limitation, Contingent Interest) on this Note are to be made in lawful
money of the United States of America. Payments shall be made to the Holder at
such place and by such means as provided in the Purchase Agreement.
This Note is one of a series of convertible notes issued pursuant to a
Note Purchase Agreement, dated as of December 31, 1998 (as from time to time
amended, the "Purchase Agreement"), among the Company, as issuer, and the
Investor named therein, and is entitled to the benefits thereof. Capitalized
terms not otherwise defined herein shall have the meanings ascribed to such
terms in the Purchase Agreement. As provided in the Purchase Agreement, this
Note (i) is subject to redemption prior to Maturity, as provided in Section 12.1
of the Purchase Agreement and
12
(ii) is convertible into shares of the Company's Common Stock, as provided in
Section 13 of the Purchase Agreement.
This Note is a registered Note and, as provided in the Purchase
Agreement, upon surrender of this Note for registration of transfer, duly
endorsed, or accompanied by a written instrument of transfer duly executed, by
the registered holder hereof or such holder's attorney duly authorized in
writing, a new Note (for a like principal amount) or Notes (in authorized
denominations) will be issued to, and registered in the name of, the transferee.
Prior to due presentment for registration of transfer, the Company may treat the
person in whose name this Note is registered as the owner hereof for the purpose
of receiving payment and for all other purposes, and the Company will not be
affected by any notice to the contrary.
If this Note is collected by or through an attorney at law or
otherwise, then the Company shall be obligated to pay, in addition to the
principal balance hereof and any premium and accrued interest hereon, reasonable
attorney's fees and all out-of-pocket costs of the Holder in connection with the
collection or enforcement of this Note.
The Company hereby waives presentment, demand, protest or notice of any
kind in connection with this Note.
This Note shall be governed by the laws of the State of New York.
PRISON REALTY CORPORATION
By: /s/ Michael W. Devlin
-------------------------------------
Name: Michael W. Devlin
---------------------------------
Title: Chief Operating Officer
---------------------------------
13
THE NOTE EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAWS, AND, ACCORDINGLY, NEITHER THIS NOTE, THE SHARES OF COMMON STOCK
ISSUABLE UPON CONVERSION OF THIS NOTE, NOR ANY INTEREST OR PARTICIPATION HEREIN
OR THEREIN MAY BE TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
REGISTRATION.
PRISON REALTY CORPORATION
NOTE
No. 8
$125,000 January 29, 1999
FOR VALUE RECEIVED, the undersigned, PRISON REALTY CORPORATION (herein
called the "Company"), a corporation organized and existing under the laws of
the State of Maryland, hereby promises to pay to the order of BRIAN COLLINS, or
his registered assigns (the "Holder"), the principal sum of ONE HUNDRED AND
TWENTY FIVE THOUSAND DOLLARS ($125,000) on the Maturity Date (as defined in the
Purchase Agreement referred to below). The Company also promises to pay interest
(computed on the basis of a 360 day year of twelve 30 day months) (a) from the
date hereof until the earlier of (i) the Maturity Date, (ii) the date this Note
and all amounts payable in connection herewith have been paid to the Holder and
(iii) the occurrence of a Termination Event (as defined in the Purchase
Agreement) on the unpaid balance hereof at the rate of 9.5% per annum, payable
semi-annually in arrears, on the last day of each June and December, commencing
June 30, 1999, and on the Maturity Date (each such date an "Interest Payment
Date") and (b) from the earlier of (i) the Maturity Date or (ii) the occurrence
of an Event of Default until the date this Note and all amounts payable in
connection herewith have been paid to the Holder, at the rate of 20% per annum
payable on demand. In addition, the Company promises to pay Contingent Interest
(as defined in the Purchase Agreement) to the Holder as set forth in Section 2.5
of the Purchase Agreement.
Payments of principal of, premium, if any, and interest (including,
without limitation, Contingent Interest) on this Note are to be made in lawful
money of the United States of America. Payments shall be made to the Holder at
such place and by such means as provided in the Purchase Agreement.
This Note is one of a series of convertible notes issued pursuant to a
Note Purchase Agreement, dated as of December 31, 1998 (as from time to time
amended, the "Purchase Agreement"), among the Company, as issuer, and the
Investor named therein, and is entitled to the benefits thereof. Capitalized
terms not otherwise defined herein shall have the meanings ascribed to such
terms in the Purchase Agreement. As provided in the Purchase Agreement, this
Note (i) is subject to redemption prior to Maturity, as provided in Section 12.1
of the Purchase Agreement and
14
(ii) is convertible into shares of the Company's Common Stock, as provided in
Section 13 of the Purchase Agreement.
This Note is a registered Note and, as provided in the Purchase
Agreement, upon surrender of this Note for registration of transfer, duly
endorsed, or accompanied by a written instrument of transfer duly executed, by
the registered holder hereof or such holder's attorney duly authorized in
writing, a new Note (for a like principal amount) or Notes (in authorized
denominations) will be issued to, and registered in the name of, the transferee.
Prior to due presentment for registration of transfer, the Company may treat the
person in whose name this Note is registered as the owner hereof for the purpose
of receiving payment and for all other purposes, and the Company will not be
affected by any notice to the contrary.
If this Note is collected by or through an attorney at law or
otherwise, then the Company shall be obligated to pay, in addition to the
principal balance hereof and any premium and accrued interest hereon, reasonable
attorney's fees and all out-of-pocket costs of the Holder in connection with the
collection or enforcement of this Note.
The Company hereby waives presentment, demand, protest or notice of any
kind in connection with this Note.
This Note shall be governed by the laws of the State of New York.
PRISON REALTY CORPORATION
By: /s/ Michael W. Devlin
-------------------------------------
Name: Michael W. Devlin
---------------------------------
Title: Chief Operating Officer
---------------------------------
15
THE NOTE EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAWS, AND, ACCORDINGLY, NEITHER THIS NOTE, THE SHARES OF COMMON STOCK
ISSUABLE UPON CONVERSION OF THIS NOTE, NOR ANY INTEREST OR PARTICIPATION HEREIN
OR THEREIN MAY BE TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
REGISTRATION.
PRISON REALTY CORPORATION
NOTE
No. 9
$125,000 January 29, 1999
FOR VALUE RECEIVED, the undersigned, PRISON REALTY CORPORATION (herein
called the "Company"), a corporation organized and existing under the laws of
the State of Maryland, hereby promises to pay to the order of STEVE HOFFMAN, or
his registered assigns (the "Holder"), the principal sum of ONE HUNDRED AND
TWENTY FIVE THOUSAND DOLLARS ($125,000) on the Maturity Date (as defined in the
Purchase Agreement referred to below). The Company also promises to pay interest
(computed on the basis of a 360 day year of twelve 30 day months) (a) from the
date hereof until the earlier of (i) the Maturity Date, (ii) the date this Note
and all amounts payable in connection herewith have been paid to the Holder and
(iii) the occurrence of a Termination Event (as defined in the Purchase
Agreement) on the unpaid balance hereof at the rate of 9.5% per annum, payable
semi-annually in arrears, on the last day of each June and December, commencing
June 30, 1999, and on the Maturity Date (each such date an "Interest Payment
Date") and (b) from the earlier of (i) the Maturity Date or (ii) the occurrence
of an Event of Default until the date this Note and all amounts payable in
connection herewith have been paid to the Holder, at the rate of 20% per annum
payable on demand. In addition, the Company promises to pay Contingent Interest
(as defined in the Purchase Agreement) to the Holder as set forth in Section 2.5
of the Purchase Agreement.
Payments of principal of, premium, if any, and interest (including,
without limitation, Contingent Interest) on this Note are to be made in lawful
money of the United States of America. Payments shall be made to the Holder at
such place and by such means as provided in the Purchase Agreement.
This Note is one of a series of convertible notes issued pursuant to a
Note Purchase Agreement, dated as of December 31, 1998 (as from time to time
amended, the "Purchase Agreement"), among the Company, as issuer, and the
Investor named therein, and is entitled to the benefits thereof. Capitalized
terms not otherwise defined herein shall have the meanings ascribed to such
terms in the Purchase Agreement. As provided in the Purchase Agreement, this
Note (i) is subject to redemption prior to Maturity, as provided in Section 12.1
of the Purchase Agreement and
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(ii) is convertible into shares of the Company's Common Stock, as provided in
Section 13 of the Purchase Agreement.
This Note is a registered Note and, as provided in the Purchase
Agreement, upon surrender of this Note for registration of transfer, duly
endorsed, or accompanied by a written instrument of transfer duly executed, by
the registered holder hereof or such holder's attorney duly authorized in
writing, a new Note (for a like principal amount) or Notes (in authorized
denominations) will be issued to, and registered in the name of, the transferee.
Prior to due presentment for registration of transfer, the Company may treat the
person in whose name this Note is registered as the owner hereof for the purpose
of receiving payment and for all other purposes, and the Company will not be
affected by any notice to the contrary.
If this Note is collected by or through an attorney at law or
otherwise, then the Company shall be obligated to pay, in addition to the
principal balance hereof and any premium and accrued interest hereon, reasonable
attorney's fees and all out-of-pocket costs of the Holder in connection with the
collection or enforcement of this Note.
The Company hereby waives presentment, demand, protest or notice of any
kind in connection with this Note.
This Note shall be governed by the laws of the State of New York.
PRISON REALTY CORPORATION
By: /s/ Michael W. Devlin
-------------------------------------
Name: Michael W. Devlin
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Title: Chief Operating Officer
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