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EXHIBIT 10.1
MUTUAL TERMINATION AND RELEASE AGREEMENT
This MUTUAL TERMINATION AND RELEASE AGREEMENT (the "Agreement"), dated
as of the 30th day of June, 2000, is made and entered into by and among Prison
Realty Trust, Inc. ("Prison Realty"), Corrections Corporation of America
("CCA"), Prison Management Services, Inc. ("PMSI"), and Juvenile and Jail
Facility Management Services, Inc. ("JJFMSI"), on the one hand (collectively,
the "Companies"), and Pacific Life Insurance Company, on the other hand
("Pacific Life").
W I T N E S S E T H:
WHEREAS, Prison Realty, CCA, PMSI and JJFMSI, on the one hand, and
Pacific Life, on the other hand, have entered into that certain Securities
Purchase Agreement, dated as of April 5, 2000, as executed on April 16, 2000
(the "Securities Purchase Agreement"); and
WHEREAS, pursuant to Section 10.1(a) of the Securities Purchase
Agreement, the Securities Purchase Agreement may be terminated and the
transactions contemplated thereby may be abandoned at any time prior to the
Closing Date (as such term is defined in the Securities Purchase Agreement) of
the Securities Purchase Agreement by the mutual written consent of Pacific Life
and the Companies.
NOW, THEREFORE, in consideration of the premises, the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties do hereby agree as
follows:
1. Termination of Securities Purchase Agreement. The Companies, on the
one hand, and Pacific Life, on the other hand, hereby terminate the Securities
Purchase Agreement pursuant to, and in accordance with, Section 10.1(a) of the
Securities Purchase Agreement. In connection with the termination of the
Securities Purchase Agreement, all further obligations of the parties under the
Securities Purchase Agreement, including the obligations set forth in Section
7.3 of the Securities Purchase Agreement, except as is set forth in the next
sentence of this Section 1, shall be terminated without further liability or
obligation on the part of any party. The Companies have agreed that within five
(5) business days after the date of this Agreement, to pay any invoices
previously submitted by Pacific Life which remain unpaid and any final closing
invoice submitted by Pacific Life within such period with respect to expenses
actually incurred by Pacific Life pursuant to Section 7.3.
2. Release, Discharge and Dismissal.
2.1 Release by the Companies. Each of the Companies, on behalf of the
Companies and the Companies' successors, attorneys, accountants, advisors,
assigns, officers, directors, affiliates, agents, employees, relatives, and
representatives hereby knowingly and voluntarily releases, acquits and forever
discharges Pacific Life, its successors, attorneys, accountants, advisors,
assigns, affiliates, agents, officers, directors, employees, relatives and
representatives (the "Pacific Life Parties) from any and all actions, causes of
action, claims, suits, demands, rights, damages, costs, invoices,
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accounts, judgments, executions, debts, obligations, rights of contribution and
indemnification, and any and all other liabilities of any kind or nature
whatsoever, either in law or in equity, known or unknown, suspected or
unsuspected, foreseen or unforeseen, matured or unmatured, which from the
beginning of the world up to and including the date hereof exists, or may have
existed or which hereafter can, shall or may exist relating to or arising out of
the Securities Purchase Agreement.
2.2 Release by Pacific Life. Pacific Life, on behalf of itself and its
successors, attorneys, accountants, advisors, assigns, officers, directors,
affiliates, agents, employees, relatives, and representatives hereby knowingly
and voluntarily releases, acquits and forever discharges the Companies, and
their successors, assigns, attorneys, accountants, advisors, affiliates, agents,
and employees, relatives and representatives (the "Companies Parties") from any
and all actions, causes of action, claims, suits, demands, rights, damages,
costs, invoices, accounts, judgments, executions, debts, obligations, rights of
contribution and indemnification, and any and all other liabilities of any kind
or nature whatsoever, either in law or in equity, known or unknown, suspected or
unsuspected, foreseen or unforeseen, matured or unmatured, which from the
beginning of the world up to and including the date hereof exists, or may have
existed or which hereafter can, shall or may exist relating to or arising out of
the Securities Purchase Agreement.
3. Confidentiality and Non-Disclosure. Pacific Life hereby agrees that
any of the information furnished or otherwise obtained, directly or indirectly,
in connection with the transactions contemplated by the Securities Purchase
Agreement, by Pacific Life, or its directors, officers, partners, employees,
agents or representatives including, without limitation, attorneys, accountants,
partners, experts and consultants (collectively, the "Representatives") and all
reports, analysis, compilations, data, studies or other documents prepared by
Pacific Life or its Representatives containing or based, in whole or in part, on
any such furnished information (collectively, the "Information") will be kept
strictly confidential and will not, without the prior written consent of the
Companies, be disclosed to any other individual, corporation, partnership, joint
venture, trust or association in any manner whatsoever, in whole or in part;
provided that if Pacific Life determines, based on the advice of counsel, that
it is legally obligated to release the Information, Pacific Life may release
only such portion of the Information as it is legally required to disclose after
notice to and consultation with the Companies.
4. Successors and Assigns. The provisions hereof shall inure to the
benefit of, and be binding upon, the successors and assigns of the parties
hereto.
5. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF MARYLAND WITHOUT GIVING EFFECT TO
CONFLICTS OF LAW PRINCIPLES THEREOF.
6. Entire Agreement; Amendment. This Agreement constitutes the full and
entire understanding and agreement between the parties with regard to the
subject hereof and supercedes and terminates all prior agreements relating to
the subject matter hereof. No party hereto shall have any right or obligation of
any kind whatsoever under all other agreements relating to the subject matter
hereof between or among Pacific Life on the one hand, and any or all of the
Companies, on the other. Except as expressly provided herein, neither this
Agreement
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nor any term hereof may be amended, waived, discharged or terminated other than
by a written instrument signed by the Companies and by Pacific Life.
7. Counterparts; Facsimile Signatures. This Agreement may be executed
in any number of counterparts, each of which may be executed by only one of the
parties hereto, each of which shall be enforceable against the party actually
executing such counterpart, and all of which together shall constitute one
instrument. Facsimile signatures shall be deemed to constitute original
signatures.
8. Representation and Warranty of the Companies. Each of the Companies
represents and warrants to Pacific Life that this Agreement has been duly
authorized, executed and delivered by each of them and constitutes a valid and
legally binding obligation of each of them. This representation and warranty
shall survive execution and delivery of this Agreement and shall not be governed
by the provisions of Section 2.2 hereof.
9. Representation and Warranty of Pacific Life. Pacific Life represents
and warrants to the Companies that this Agreement has been duly authorized,
executed and delivered by it and constitutes a valid and legally binding
obligation of it. This representation and warranty shall survive execution and
delivery of this Agreement and shall not be governed by the provisions of
Section 2.1 hereof.
10. Public Announcements. The Companies, the Subsidiaries or Pacific
Life shall use its or their reasonable best efforts, to provide drafts of any
press release, public announcement or filing with any Governmental Entity
concerning this Agreement or the subject matter hereof, except as and to the
extent that any such party shall be obligated to make any such disclosure by law
or by the rules of the NYSE, and then only after consultation with the other
regarding the basis of such obligation and the content of such press release,
public announcement or filing.
Signature page follows.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered, all as of the day and year first above written.
COMPANIES:
PRISON REALTY TRUST, INC.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Its: Chairman of the Board of Directors
CORRECTIONS CORPORATION OF AMERICA
/s/ Doctor ▇. ▇▇▇▇▇▇
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By: Doctor ▇. ▇▇▇▇▇▇
Its: Chief Executive Officer
PRISON MANAGEMENT SERVICES, INC.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Its: Chief Executive Officer
JUVENILE AND JAIL FACILITY
MANAGEMENT SERVICES, INC.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Its: Chief Executive Officer
PACIFIC LIFE:
PACIFIC LIFE INSURANCE COMPANY
/s/ ▇▇▇▇▇▇ ▇▇▇▇
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By: ▇▇▇▇▇▇ ▇▇▇▇
Its: Assistant Vice President
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Its: Vice President and Assistant Secretary
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