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EXHIBIT 10.1
AMENDED AND RESTATED TENANT INCENTIVE AGREEMENT
THIS AMENDED AND RESTATED TENANT INCENTIVE AGREEMENT (the
"Agreement") is entered into on this 4th day of May, 1999, by and between PRISON
REALTY CORPORATION, a Maryland corporation (the "Company"), and CORRECTIONAL
MANAGEMENT SERVICES CORPORATION, a Tennessee corporation ("CMSC").
W I T N E S S E T H:
WHEREAS, the Company and CMSC are parties to that certain Tenant
Incentive Agreement, dated as of January 1, 1999 (the "Tenant Incentive
Agreement"), pursuant to which the Company agreed to make certain incentive
payments to CMSC;
WHEREAS, the purpose of the Tenant Incentive Agreement was to induce
CMSC to lease from the Company certain operational correctional and detention
facilities (individually, a "Facility" and, collectively, the "Facilities")
and certain start-up and additional facilities (individually, an "Additional
Facility" and, collectively, the "Additional Facilities"); and
WHEREAS, the Company and CMSC desire to amend and restate the Tenant
Incentive Agreement to clarify and amend certain terms and provisions thereof.
NOW, THEREFORE, in consideration for the foregoing and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree that the Tenant Incentive Agreement is
amended and restated as follows:
1. Tenant Incentive. As an incentive to CMSC to lease and continue to
lease the Facilities and Additional Facilities from the Company, the Company
agrees to pay to CMSC a fee equal to (a) $840 multiplied by the total number of
beds at each Facility leased by CMSC, and (b) $4,000 multiplied by the total
number of beds at each Additional Facility leased by CMSC. The amount of such
fees shall be payable in cash upon execution of the applicable lease agreement
or at such other time as agreed upon by the parties. The amount of the incentive
fee referenced in clause (b) of the first sentence hereof is intended to
approximate the cost of preparing each Additional Facility for use by CMSC,
including without limitation costs incurred by CMSC in ramping the facility to
full occupancy.
2. Term. This Agreement shall expire on January 1, 2003, unless the
parties hereto have agreed to extend this Agreement pursuant to the terms
mutually acceptable to the parties.
3. Authorization. Each party to the Agreement hereby represents and
warrants that the execution, delivery, and performance of the Agreement are
within the powers of each party and have been duly authorized by the party; the
execution and performance of this Agreement by each party have been duly
authorized by all applicable laws and regulations; and this Agreement
constitutes the valid and enforceable obligation of each party in accordance
with its terms.
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4. Amendment. This Agreement may be amended only with the written
consent of both parties hereto.
5. Notices. Any notice required or permitted herein to be given shall
be given in writing and shall be delivered by United States mail, first class
postage prepaid return receipt requested, as set forth below:
If to the Company:
Prison Realty Corporation
10 Burton Hills Boulevard
Nashville, TN 37215
Attn: Michael W. Devlin, Chief Operating Officer
If to CMSC:
Correctional Management Services Corporation
10 Burton Hills Boulevard
Nashville, TN 37215
Attn: Darrell K. Massengale, Chief Financial Officer
6. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, and all of which shall
together constitute one agreement.
7. Headings. Section headings are for convenience or reference only and
shall not be used to construe the meaning of any provision in this Agreement.
8. Law. This Agreement shall be construed in accordance with the laws
of the State of Tennessee.
9. Severability. Should any part of this Agreement be invalid or
unenforceable, such invalidity or unenforceability shall not affect the validity
and enforceability of the remaining portion.
10. Successors. This Agreement shall be binding upon and inure to the
benefit of the respective parties and their permitted assigns and successors in
interest.
11. Waivers. No waiver of any breach of any of the terms or conditions
of this Agreement shall be held to be a waiver of any other or subsequent
breach; nor shall any waiver be valid or binding unless the same shall be in
writing and signed by the party alleged to have granted the waiver.
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12. Entire Agreement. This Agreement constitutes the entire agreement
of the parties hereto and supersedes all prior agreements and presentations with
respect to the subject matter hereof.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
PRISON REALTY CORPORATION, a
Maryland corporation
By: /s/ D. Robert Crants, III
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Its: President
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CORRECTIONAL MANAGEMENT
SERVICES CORPORATION, a Tennessee
corporation
By: /s/ Doctor R. Crants
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Its: Chief Executive Officer
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