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EXHIBIT 2
AGREEMENT OF SALE
(PAMLICO CORRECTIONAL FACILITY)
THIS AGREEMENT OF SALE (the "Agreement") is made in
consideration of the mutual agreements contained herein, to be effective as of
the effective date set forth herein, by and between CORRECTIONS CORPORATION OF
AMERICA, a Maryland corporation (formerly known as Prison Realty Trust, Inc.,
and Prison Realty Corporation), successor in interest by merger to U.S.
Corrections Leasing (NC) Pamlico Facility, Inc., a North Carolina corporation
("Seller"), and CPT OPERATING PARTNERSHIP, L.P., a Delaware limited partnership
("Purchaser"). It is hereby mutually agreed:
1. Sale. The Seller shall sell, assign, transfer and convey to
Purchaser, and Purchaser shall purchase from the Seller, subject to and upon the
terms and conditions contained herein, the interests of the Seller in the
following described property (hereinafter collectively referred to as the
"Property"):
o That certain real property containing approximately 137.47 acres,
located in Bayboro, Pamlico County, North Carolina, and being more
particularly described on EXHIBIT A, attached hereto and
incorporated herein by reference, together with all easements,
rights and privileges appurtenant to said real property (the
"Land"), and together with all buildings, structures, improvements
and fixtures owned by Seller located thereon, including a medium
security correctional facility having a design capacity of
approximately 528 beds (the "Improvements");
o The machinery, equipment, and personal property owned by Seller
located on or installed in the Land or the Improvements described on
EXHIBIT B, attached hereto and incorporated herein by reference
(collectively, the "Personalty");
o The contract rights of the Seller, as lessor, under that certain
Lease Agreement, dated June 19, 1997, by and between U.S.
Corrections Corporation, as lessor, and the State of North Carolina,
as lessee, as assigned to U.S. Corrections Leasing (NC) Pamlico
Facility, Inc., pursuant to Assignment of Agreement, dated October
31, 1997 (the "Lease Agreement"), provided that Purchaser assumes
all of the obligations of Seller under the Lease Agreement from and
after the Closing.
o The warranties, guaranties and permits relating to the Land, the
Improvements and/or the Personalty (the "Warranties and Permits"),
if any, but only to the extent that such Warranties and Permits are
transferable by Seller and subject to the rights of the State of
North Carolina in the Warranties and Permits as set forth in the
Lease Agreement, and provided that Purchaser assumes all of the
obligations of Seller under the Warranties and Permits from and
after the Closing;
o All rights, if any, which Seller may have to use the name "Pamlico
Correctional Facility";
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2. PURCHASE PRICE (a) The purchase price (the "Purchase Price") for the
Property shall be Twenty-Four Million Fifty Thousand Dollars ($24,050,000.00).
The Purchase Price shall be paid by Purchaser to Seller on the Closing Date,
less any ▇▇▇▇▇▇▇ Money paid to Seller, by federal reserve wire transfer wired to
the account designated by Seller.
The Purchase Price shall be allocated among the Land, the Improvements, the
Personalty, and the other Property as mutually agreed by Seller and Purchaser.
o Within three (3) business days following the effective date of this
Agreement, Purchaser will deliver to the Nashville, Tennessee office
of First American Title Insurance Company located at AmSouth Center,
Suite 2055, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (the "Escrow Agent") a check in the amount of
One Thousand Dollars ($1,000.00), as ▇▇▇▇▇▇▇ money. In addition,
within three (3) business days following May 1, 2001, and provided
this Agreement continues in effect as of such date, Purchaser will
deliver to the Escrow Agent a cashier's check, or federal reserve
wire transfer funds, in the amount of Forty-Nine Thousand Dollars
($49,000.00), as additional ▇▇▇▇▇▇▇ money hereunder (said ▇▇▇▇▇▇▇
money, any additional ▇▇▇▇▇▇▇ money and all interest earned thereon
being collectively referred to as the "▇▇▇▇▇▇▇ Money"). The Escrow
Agent shall deposit the ▇▇▇▇▇▇▇ Money in an FDIC insured interest
bearing account at a national bank located in Nashville, Tennessee.
All ▇▇▇▇▇▇▇ Money shall be held and delivered by the Escrow Agent in
accordance with the terms and provisions of this Agreement.
o Seller and Purchaser each acknowledge and agree that the
consideration for the Property set forth herein was negotiated by
the parties at arms length. Purchaser represents that the
consideration for the Property is a fair and reasonable price
offered by Purchaser after reasonable examination of the cost of
other like facilities in the marketplace, and that Purchaser is
under no obligation to purchase the Property. Seller represents that
the consideration for the Property is a fair and reasonable price
agreed to by the Seller after reasonable investigation and
calculation, and that the Seller is under no obligation to sell the
Property.
3. SURVEY. Seller shall obtain, at the expense of Purchaser, and
provide to Purchaser prior to the Closing, a survey of the Land and the
Improvements (the "Survey") prepared by an engineer or surveyor licensed in the
State in which the Land is located and reasonably acceptable to Purchaser. The
Survey will be prepared in accordance with the "Minimum Standard Detail
Requirements for ALTA/ACSM Land Title Surveys" as adopted by ALTA, ACSM and NSPS
in 1999. The surveyor shall certify the Survey to Seller, Purchaser and to such
other parties designated by Purchaser. In the event Purchaser proceeds to close
this transaction on the Closing Date, Purchaser shall be deemed to have accepted
all matters shown on the Survey, which matters shall be deemed to be "Permitted
Exceptions", as such term is hereafter defined.
4. TITLE INSURANCE. (b) Purchaser shall obtain, at its expense, an
owner's title insurance commitment for the Land (the "Title Commitment") to
issue an ALTA Owner's Policy of Title Insurance, or comparable state promulgated
policy (the "Title Policy") from First American Title Insurance Company or
another national title insurance company reasonably satisfactory to the parties
(the "Title Company"). Purchaser shall provide a copy of the Title Commitment
and copies of all recorded documents referenced therein to the Seller prior to
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the Closing. Seller agrees to provide to Purchaser copies of any owner's title
insurance policies issued to Seller insuring the Land and the Improvements in
the possession of Seller at its Nashville, Tennessee office, but without any
representation or warranty by Seller as to the accuracy or completeness of any
such title insurance policies. In the event Purchaser proceeds to close this
transaction on the Closing Date, Purchaser shall be deemed to have accepted all
title exceptions shown in the Title Commitment, which title exceptions shall be
deemed to be "Permitted Exceptions", as such term is hereinafter defined.
o For purposes of this Agreement, the term "Permitted Exceptions"
means (i) any title exceptions shown in the Title Commitment, and
any matters shown on the Survey, which were either not objected to
by Purchaser, or which were timely objected to by Purchaser but such
objections were either resolved or were waived as provided in this
Agreement, and (ii) the standard printed title exceptions included
in the ALTA standard form owner's policy of title insurance, or
comparable state promulgated policy (other than those that are
customarily removable by a title affidavit executed by Seller in
customary form and substance, excluding survey matters). The
standard title exception in the Title Commitment and in the Title
Policy for survey matters may, at the option of and at the expense
of Purchaser, be deleted and be replaced by a title exception for
the matters shown on the Survey, which title exception for the
matters shown on the Survey shall be deemed to be a Permitted
Exception. "Permitted Exceptions" shall not include any liens on the
Property securing any indebtedness owing by Seller, which liens
shall be released in connection with the Closing.
5. EXPENSES AND PRORATIONS. (a) In addition to the expenses,
adjustments and prorations set forth elsewhere in this Agreement, the expenses
of this transaction and closing prorations shall be paid, as of the date of
Closing, as follows:
o Purchaser will pay the costs and expenses for the Survey referred to
in Paragraph 3; the title insurance examination fees and premiums
for the issuance of the Title Commitment and the Title Policy
referred to in Paragraph 4; the cost, if any, to delete the standard
title exception for survey matters from the Title Policy; and the
cost for the Environmental Report referred to in Paragraph 23.
o Purchaser will pay the documentary stamp taxes and other recording
or transfer taxes and the recording costs incurred in recording the
deed and the other closing instruments to Purchaser.
o Seller will pay its own, attorney's fees incurred in the
negotiation, preparation and review of this Agreement and the
closing documents and the closing of this transaction. Purchaser
will pay its own attorney's fees incurred in the negotiation,
preparation and review of this Agreement and the closing documents
and the closing of this transaction.
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o Ad valorem and personal property taxes for the year of closing,
charges for utilities serving the Property, and other items of
expense in connection with the use or operation of the Property, for
which Seller is obligated to pay, shall be apportioned between the
parties as of the date of Closing. Items of income in connection
with the use or operation of the Property, to which Seller is
entitled to receive, will be apportioned between the parties as of
the date of Closing.
o Seller and Purchaser shall each pay one-half (1/2) of the escrow
fees, if any, to the Escrow Agent in connection with its serving as
the escrow agent under this Agreement.
Purchaser's obligations to pay the costs and expenses described in Paragraph
5(a)(i), (iii) and (v) hereof shall survive the Closing of this transaction or
any termination of this Agreement. Seller's obligations to pay the costs and
expenses described in Paragraph 5(a)(iii) and (v) hereof shall survive the
Closing of this transaction or any termination of this Agreement.
o If the Closing occurs before the real estate and personal property
taxes that are being apportioned under this Agreement for the year
of Closing have been determined, such taxes shall be prorated at
Closing on the basis of the tax rate for the preceding calendar year
applied to the latest assessed valuation. In the event the amounts
of any other items of income or expense to be apportioned or
allocated between the parties pursuant to this Agreement are not
available as of the date of Closing, Seller and Purchaser agree to
apportion any such items to be effective as of the date of Closing
as soon as the same become ascertainable. Seller shall cause all
utility meters serving the Property that are being apportioned under
this Agreement to be read as of Closing, or as soon thereafter as
reasonably possible, and shall, within ten (10) days from the
receipt of the utility ▇▇▇▇ by Seller, pay to Purchaser, or to the
appropriate utility company, all charges due to the date of Closing.
Any deposits by Seller with utility companies will be refunded to
Seller. Municipal or other governmental taxes or assessments for
improvements assessed before the Closing Date and which do not
relate to tax periods beyond the Closing Date shall be paid by
Seller in full.
o For purposes of this Paragraph 5., prorations shall be calculated to
the date of Closing, with items of income and expense for periods
prior to the date of Closing being attributed to and being the
responsibility of Seller, and items of income and expense for
periods on and subsequent to the date of Closing being attributed to
and being the responsibility of Purchaser. Notwithstanding the
foregoing, in the event the Purchase Price is not received by or on
behalf of Seller on the Closing Date prior to the time that Seller
incurs an additional day of interest under its credit facility, then
the date for prorations will be extended to the Business Day on
which the Purchase Price is received by or on behalf of Seller
without incurring an additional day of interest under its credit
facility.
5. BROKER AND COMMISSION. Seller and Purchaser each represents,
warrants and covenants to the other that there are no brokers involved in the
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transaction herein, and each will indemnify and hold the other harmless from and
against any claims for brokers' commissions arising from such party's action or
agreement. The provisions of this Paragraph shall survive the Closing, or the
termination of this Agreement.
6. CLOSING. (b) The closing (the "Closing Date" or "Closing", as such
date may be extended from time to time) of the purchase and sale contemplated
herein shall take place at 10:00 A.M. Central Standard Time concurrently at the
offices of the Title Company in Nashville, Tennessee, and in Fort Lauderdale,
Florida, on June 15, 2001, or at such other date, time and place as Purchaser
and Seller may mutually agree. In the event any waiting period (including any
extensions thereof) under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act (the "HSR Act") applicable
to the sale or purchase of the Property has not expired or been terminated as of
the Closing Date, then the Closing Date shall be extended to the date which is
five (5) business days following the expiration or termination of such waiting
period. Notwithstanding anything to the contrary contained in this Agreement,
all objection or termination time periods set forth in Paragraphs 3., 4., 7.,
10., and 23. hereof, or elsewhere in this Agreement, if not sooner expired,
shall be deemed to expire as of the date and time of the Closing.
o At the Closing, the Seller shall:
o execute, acknowledge and deliver to Purchaser a Special Warranty
Deed conveying to Purchaser marketable, fee simple title to the
Land and Improvements, subject only to Permitted Exceptions;
o deliver to Purchaser possession and occupancy of the Property,
subject to the Lease, and the Service Contracts;
o execute, acknowledge and deliver to Purchaser a ▇▇▇▇ of Sale,
with special warranty of title, for all Personalty being conveyed
hereunder, free and clear of all liens and encumbrances created
by Seller;
o execute, acknowledge and deliver to Purchaser an Assignment and
Assumption Agreement assigning all of Seller's right, title and
interest, as lessor, under the Lease Agreement, provided
Purchaser assumes all of the obligations of Seller under the
Lease from and after the Closing.
o to the extent transferrable by Seller, execute and deliver to
Purchaser an assignment of the Warranties and Permits, provided
Purchaser assumes all of the obligations of Seller under the
Warranties and Permits from and after the Closing. Seller agrees
to cooperate in good faith with Purchaser in connection with
Purchaser obtaining consents to the transfer to Purchaser of
those Warranties and Permits that are not transferrable without
the consent of the party providing or issuing such warranty or
permit.
o deliver to the Title Company releases or pay-off letters with
respect to any liens granted by Seller or other indebtedness of
Seller secured by the Property reasonably satisfactory in form
and content to the Title Company;
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o deliver such instruments or documents as are necessary, or
reasonably required by Purchaser or by the Title Company, to
evidence the status and capacity of Seller and the authority of
the person or persons who are executing the various documents on
behalf of Seller in connection with the execution and delivery of
this Agreement and the consummation of the purchase and sale
transaction contemplated hereby;
o execute, acknowledge and deliver to Purchaser a non-foreign
affidavit in accordance with the Internal Revenue Code of 1986,
as amended, and the regulations thereunder; and
o execute, acknowledge and deliver a title affidavit, in customary
form and substance, to the Title Company enabling it to issue the
Title Policy to Purchaser without those standard printed title
exceptions which are customarily removable by a title affidavit
executed by Seller, except Permitted Exceptions and exceptions
for survey matters as set forth in Paragraph 4. hereof
o execute, acknowledge and deliver to Purchaser an Assignment and
Assumption Agreement assigning all of Seller's rights and
obligations under the Service Contracts (as hereinafter defined),
provided Purchaser assumes all of the obligations of Seller under
the Service Contracts from and after the Closing.
o At Closing, Purchaser shall pay the Purchase Price as provided in
Paragraph 2. hereof, and possession of the Property shall pass to
Purchaser as of 12:01 A.M. on the Closing Date. At the Closing,
Purchaser shall execute, acknowledge and deliver to Seller an
Assignment and Assumption Agreement assuming all of the Seller's
obligations, as lessor, under the Lease from and after the Closing,
and an Assignment and Assumption Agreement assuming all of the
Seller's obligations under the Service Contracts from and after the
Closing. At the Closing, Purchaser shall also deliver such
instruments or documents as are necessary, or reasonably required by
Seller or by the Title Company, to evidence the status and capacity
of Purchaser and the authority of the person or persons who are
executing the various documents on behalf of Purchaser in connection
with the execution and delivery of this Agreement and the
consummation of the purchase and sale transaction contemplated
hereby.
o All closing documents, including, without limitation, the documents
referred to in Paragraphs 7(b) and 7(c), to be executed,
acknowledged and delivered, as applicable, by the parties pursuant
to this Agreement or the requirements of the Title Company shall be
reasonably satisfactory to the parties and their legal counsel.
Seller and Purchaser agree to use reasonable, diligent and good
faith efforts to agree upon the form of the closing documents within
the time periods specified herein, and if no time period is
specified, on or before the Closing. Purchaser shall covenant and
agree to assume from and after the date of Closing all obligations
for which Seller is liable under the contracts, agreements or
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arrangements to be assigned hereunder to and assumed by Purchaser.
Seller shall covenant and agree to indemnify and to hold Purchaser
harmless from and against all obligations of Seller under such
contracts, agreements and arrangements prior to the date of Closing,
o Notwithstanding anything to the contrary contained in this
Agreement, the obligations of the Seller under this Agreement are
contingent upon and subject to the satisfaction of each of the
following conditions: (i) Seller obtaining prior to the expiration
of the Inspection Period (as hereinafter defined) approval of this
Agreement and the transactions contemplated hereunder by the Board
of Directors of Seller, and by all lenders whose approval is
required under the various credit facilities of Seller, and (ii)
obtaining prior to the Closing Date an estoppel certificate from the
State of North Carolina as provided in Paragraph 19. of the Lease
Agreement, in form and substance reasonably satisfactory to Seller
and Purchaser, and the consent, if required, from the State of North
Carolina to the assignment of the Lease to Purchaser. Seller
represents and warrants to the Purchaser that it will use
reasonable, diligent and good faith efforts to satisfy each of the
foregoing contingencies prior to the expiration of the time period
applicable to each such contingency. In the event any one or more of
the conditions precedent set forth in this Paragraph 7(e) are not
satisfied on or prior to the expiration of the time period
applicable to such condition precedent, Seller shall have the option
to terminate this Agreement by written notice to the Purchaser given
prior to the expiration of such time period or within three (3)
business days after the expiration of such time period. In the event
Seller fails to exercise its option to terminate this Agreement
within the foregoing time periods, or in the event Seller proceeds
to close this transaction on the Closing Date, then all unsatisfied
conditions precedent shall be deemed to have been waived by Seller.
o Notwithstanding anything to the contrary contained in this
Agreement, the obligations of the Purchaser under this Agreement are
contingent upon and subject to the satisfaction of each of the
following conditions: (i) Purchaser obtaining prior to the
expiration of the Inspection Period approval of this Agreement and
the transactions contemplated hereunder by the Board of Trustees of
Purchaser, and by all lenders whose approval is required under the
credit facility of Purchaser, (ii) Purchaser obtaining prior to the
expiration of the Inspection Period a commitment from Bank of
America or another financial institution selected by Purchaser for
financing for the purchase of the Property on terms reasonably
satisfactory to Purchaser, and (iii) obtaining prior to the Closing
Date an estoppel certificate from the State of North Carolina as
provided in Paragraph 19. of the Lease Agreement, in form and
substance reasonably satisfactory to Seller and Purchaser, and the
consent, if required, from the State of North Carolina to assign the
Lease to the Purchaser. Purchaser represents and warrants to Seller
that it will use reasonable, diligent and good faith efforts to
satisfy each of the foregoing contingencies prior to the expiration
of the time period applicable to each such contingency. In the event
any one or more of the conditions precedent set forth in this
Paragraph 7(f) are not satisfied on or prior to the expiration of
the time period applicable to such condition precedent, Purchaser
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shall have the option to terminate this Agreement by written notice
to the Seller given prior to the expiration of such time period or
within three (3) business days after the expiration of such time
period. In the event Purchaser fails to exercise its option to
terminate this Agreement within the foregoing time period, or in the
event the Purchaser proceeds to close this transaction on the
Closing Date, then all unsatisfied conditions precedent shall be
deemed to have been waived by the Purchaser.
In the event this Agreement is terminated in accordance with
Paragraphs 7(e) or 7(f) hereof, the parties shall be relieved from any further
liability hereunder, except for any obligations of the parties which expressly
survive a termination of this Agreement, and the ▇▇▇▇▇▇▇ Money shall be paid to
Purchaser.
7. REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER. Seller
represents, warrants and covenants to Purchaser that:
o Seller has all requisite corporate power and authority and is duly
authorized to execute and deliver and to perform and observe the
terms and provisions of this Agreement, and all documents to be
executed by Seller pursuant to this Agreement, to transfer title to
the Property to Purchaser, and to consummate the transactions
contemplated herein, without the consent or joinder by any person or
entity not already obtained, other than those approvals and consents
set forth in Paragraph 7(e) hereof, and those consents, if any,
required in order to transfer the rights of Seller in and to the
Warranties and Permits (which consents Seller makes no
representation, warranty or covenant whatsoever).
o No person, corporation, firm or entity other than Purchaser has any
right, or option, to acquire the Property from Seller or is entitled
to possession under or through Seller of all or any part thereof,
and Seller has no knowledge and has received no notice that any
party has any such right or option from, under or through any party
other than Seller, except for those rights as are set forth in the
Lease and in the Service Contracts, and except as otherwise
expressly provided in Paragraph 26. hereof. Except as otherwise
expressly provided in Paragraph 26. hereof, Seller shall not provide
any information to other interested purchasers of the Property, or
negotiate with other parties, or solicit or accept offers to sell
the Property so long as this Agreement remains in effect.
o Seller will cooperate reasonably and in good faith with Purchaser in
connection with the Purchaser conducting its due diligence review of
the Property.
o Seller shall provide to Purchaser such information, and shall
execute, acknowledge and deliver such agreements, documents and
instruments, including opinions of Seller's legal counsel, as may be
reasonably necessary or required in connection with any HSR Act
filings in connection with the sale or purchase of the Property
pursuant to this Agreement.
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o The Lease is, as of the effective date of this Agreement, in full
force and effect in accordance with its terms, and, to Seller's
knowledge, has no uncured breach or default (nor any claim for
breach or default) by Seller or by the State of North Carolina, as
tenant thereunder, and, to Seller's knowledge, no off-sets or
defenses are available to any party under the Lease. Seller has no
knowledge of any claim or dispute concerning or relating to the
validity or binding effect of the Lease in accordance with its terms
or conditions, and has received no written notice of any such claims
or disputes. Seller shall not amend, modify or terminate the Lease
prior to the Closing Date without the prior written consent of
Purchaser, which consent shall not be unreasonably withheld,
conditioned or delayed by Purchaser. Copies of the Lease and any
amendments thereto have been delivered by Seller to Purchaser on or
before the effective date of this Agreement, and Purchaser
acknowledges the receipt of such documents delivered by Seller.
o There are no service contracts, operating agreements or maintenance
agreements entered into by Seller, which are in force and which
affect the Property or the operation or maintenance thereof, except
for those contracts described on EXHIBIT C, attached hereto and
incorporated herein by reference for the Improvements (the "Service
Contracts").
o Seller has no knowledge and has received no written notice that the
construction of the Improvements on the Property violates any
provision of any applicable building codes, fire regulations or
other governmental ordinances, orders or regulations. To the
knowledge of Seller, all material certificates of occupancy,
licenses, permits, authorizations and approvals required by any
governmental authority with respect to the construction of the
Improvements as a correctional facility in accordance with the plans
and specifications for the Improvements and the acceptance of such
Improvements by the State of North Carolina as a tenant under the
Lease have been obtained. Copies of all such certificates, licenses,
permits, authorizations and approvals in the possession of Seller
have been delivered by Seller to Purchaser on or before the
effective date of this Agreement, and Purchaser acknowledges receipt
of such documents delivered by Seller.
o Seller has received no written notice from any mortgagee, insurance
company, insurance rating board, fire rating board, governmental
agency or authority or from the State of North Carolina as a tenant
under the Lease recommending or requiring any repairs to be done on
the Improvements, except as disclosed in that certain Loss
Prevention Report, dated April 7, 1999, from Affiliated FM Insurance
Company, a copy of which has been delivered by Seller to Purchaser
on or before the effective date of this Agreement, and Purchaser
acknowledges receipt of such documents delivered by Seller.
o Except for those matters, if any, disclosed in the Environmental
Report to be obtained by Seller pursuant to Paragraph 23. hereof,
Seller has no actual knowledge that any hazardous or toxic
substances have been used, stored or disposed of on the Property
during Seller's ownership of the Property or that other
environmental conditions currently exist on the Property in
violation of any applicable local, state or federal environmental
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laws, and Seller has not received any written notification from any
local, state or federal regulatory agency that such a violation
exists.
o Seller is not a party to any litigation, and Seller knows of no
litigation or threatened litigation of a material nature, affecting
the Property, except as expressly provided herein. Seller has no
actual knowledge of any pending or contemplated condemnation
proceedings affecting the Property or any part thereof. At the time
of Closing, no goods or services will have been contracted by Seller
for the Property which remain unpaid and which might give rise to
mechanics' or materialmen's liens affecting all or any part of the
Property, or to which Purchaser will be bound.
o Seller has received no written notice that there are any special
assessments against or relating to the Property, and Seller knows of
no such proposed assessments. Seller has not commenced any tax
reduction proceedings affecting the Property or any part thereof as
of the effective date of this Agreement, and Seller will not
initiate any such proceedings prior to the Closing.
Notwithstanding anything to the contrary contained in this
Agreement, the representations, warranties and covenants of Seller contained in
this Paragraph 8., or elsewhere in this Agreement, are made expressly subject to
and are qualified by the matters disclosed in (i) the letter, dated February 28,
2001, from Purchaser to Seller, together with the Facility Accessment, dated
January 22, 2001; the letter, dated February 23, 2001, from the North Carolina
Department of Correction to ▇.▇. ▇▇▇▇▇▇▇ with ▇▇▇▇▇▇ Building Corporation; and
the Pamlico Correctional Facility Trouble List-14 Feb 2001 enclosed therewith,
and (ii) the memorandum, dated Wednesday, January 24, 2001, 2:33:36 PM from
▇▇▇▇▇ ▇▇▇▇▇ to ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, and ▇▇▇▇▇ ▇▇▇▇▇▇, together with the
North Carolina Department of Correction Procedure for Performing Physical
Alterations, Modifications, Improvements, etc. to Corrections Corporation of
America's Facilities at Bayboro and Spruce Pine, North Carolina enclosed
therewith.
Notwithstanding anything to the contrary contained in this
Agreement, Seller makes no representation or warranty whatsoever concerning the
accuracy or completeness of any due diligence materials or confidential
information provided by Seller pursuant to this Agreement or the transactions
contemplated herein (other than those due diligence materials or confidential
information prepared by employees of Seller)
Any representation, warranty or covenant contained in this Agreement
which is made to Seller's "actual knowledge", or "knowledge", or "knowledge,
information or belief", or other words of similar meaning, shall be limited to
the actual knowledge of Seller. Seller shall have no obligation to undertake any
inquiry or investigation to determine whether any matter so represented,
warranted or covenanted is true.
In the event at any time prior to the Closing the Seller obtains
actual knowledge that any representation, warranty or covenant contained in this
Paragraph 8. or elsewhere in this Agreement, made upon Seller's actual
knowledge, or knowledge, or knowledge, information and belief, or other words of
similar meaning, is no longer accurate in any material respect, Seller shall
promptly notify Purchaser in writing and specify therein the factors rendering
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such representation, warranty or covenant inaccurate. Any such representation,
warranty or covenant shall be deemed to be amended in accordance with such
notification. Purchaser shall have the right following such notification and
prior to the Closing to terminate this Agreement by written notice to the
Seller. In the event this Agreement is terminated in accordance with this
Paragraph 8., the parties shall be relieved from any further liability
hereunder, except for any obligations of the parties which expressly survive a
termination of this Agreement, and the ▇▇▇▇▇▇▇ Money shall be paid to Purchaser.
In the event Purchaser proceeds to close this transaction on the Closing Date,
Purchaser shall be deemed to have accepted all representations, warranties and
covenants of the Seller, as so amended.
Except for the representations, warranties and covenants of Seller
contained in this Paragraph 8, or elsewhere in this Agreement or in the
documents to be executed and delivered by Seller in connection with the Closing,
Seller has not made, and does not make, any other representations, warranties or
covenants with respect to the Property, and the Property is being sold in its
existing condition.
8. REPRESENTATIONS, WARRANTIES, AND COVENANTS OF PURCHASER. Purchaser
represents, warrants and covenants to Seller that:
o Purchaser has all requisite corporate power and authority and is
duly authorized to execute and deliver and to perform and observe
the terms and provisions of this Agreement, and all documents to be
executed by Purchaser pursuant to this Agreement, to acquire title
to the Property, and to consummate the transactions contemplated
herein, without the consent or joinder by any person or entity not
already obtained, other than those approvals and consents set forth
in Paragraph 7(f) hereof.
o Purchaser will return to Seller promptly following any termination
of this Agreement all due diligence materials and confidential
information provided by Seller to Purchaser pursuant to this
Agreement, which obligation of Purchaser shall survive any
termination of this Agreement.
o Purchaser shall provide to Seller such information, and shall
execute, acknowledge and deliver such agreements, documents and
instruments, including opinions of Purchaser's legal counsel, as may
be reasonably necessary or required in connection with any HSR Act
filings in connection with the sale or purchase of the Property
pursuant to this Agreement.
9. INSPECTION OF PROPERTY/CONDITION OF PROPERTY.
o During the period commencing upon the effective date of this
Agreement and continuing until 5:00 P.M. Central Daylight Savings
time on June 1, 2001 (the "Inspection Period") or the date of the
termination of this Agreement, as the case may be, the Purchaser,
its agents, employees and representatives, shall have the right, at
Purchaser's expense, to enter upon the Property at all reasonable
times to conduct inspections, investigations and studies of the
Property, and to otherwise conduct due diligence with respect to the
physical, financial and other aspects of the Property, including,
but not limited to, review of the Lease, the Warranties and Permits,
the Survey, the Title Commitment, the Service Contracts, and the
Environmental Report, as Purchaser may deem necessary or desirable
under the circumstances to determine whether the Property is
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suitable for Purchaser's purposes. In the event the results of such
inspections, investigations, studies and other due diligence by the
Purchaser are unacceptable to the Purchaser, in Purchaser's sole
discretion, then Purchaser shall have the option to terminate this
Agreement for any reason by giving written notice to the Seller
prior to the expiration of the Inspection Period. In the event this
Agreement is terminated in accordance with this Paragraph 10(a), the
parties shall be relieved from any further liability hereunder,
except for any obligations of the parties which expressly survive a
termination of this Agreement, and the ▇▇▇▇▇▇▇ Money shall be paid
to Purchaser. In the event the Purchaser does not elect to terminate
this Agreement prior to the expiration of the Inspection Period,
Purchaser acknowledges that the ▇▇▇▇▇▇▇ Money will then be "at risk"
and non-refundable to Purchaser unless Purchaser becomes entitled to
a return of the ▇▇▇▇▇▇▇ Money by reason of the breach of this
Agreement by the Seller or the failure of one or more of the
conditions precedent to Purchaser's obligations set forth in this
Agreement.
o In the exercise of the right and privilege of entry herein granted,
neither Purchaser nor its agents, employees or representatives shall
interfere with the use or enjoyment of the Property by Seller or its
activities or operations thereon, or the use or enjoyment of the
Property by the State of North Carolina under the Lease or its
activities or operations thereon. Purchaser hereby covenants and
agrees to indemnify and hold Seller harmless from any and all loss,
liability, cost, claim, demand, damage, action, cause of action and
suit arising out of or in any manner related to the acts or
omissions of Purchaser and/or its agents, employees, representatives
and independent contractors in exercising its rights under Paragraph
10(a). In the event this Agreement is terminated, Purchaser shall
repair any damages resulting from such inspections and restore the
Property to the same condition which existed prior to the exercise
of its rights under Paragraph 10(a). Purchaser's obligations under
this Paragraph 10(b) shall survive the Closing of this transaction
or any termination of this Agreement.
o SAVE AND EXCEPT FOR THE MATTERS EXPRESSLY CONTAINED IN THIS
AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT SELLER HAS NOT MADE AND
IS NOT MAKING AND SPECIFICALLY DISCLAIMS ANY WARRANTIES,
REPRESENTATIONS OR GUARANTEES OF ANY KIND OR CHARACTER, EXPRESS OR
IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, WITH RESPECT TO
THE CONDITION OF THE PROPERTY AND ITS SUITABILITY FOR ANY PARTICULAR
PURPOSE OR USE. PURCHASER ACKNOWLEDGES THAT IT IS GENERALLY FAMILIAR
WITH THE PROPERTY, AND THAT IT IS RELYING UPON ITS OWN EXPERTISE AND
THAT OF ITS CONSULTANTS IN PURCHASING THE PROPERTY, AND THAT IT WILL
CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY AS IT
DEEMS NECESSARY INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND
ENVIRONMENTAL CONDITIONS OF THE PROPERTY AND SHALL RELY UPON THE
SAME. SELLER SHALL SELL AND CONVEY TO PURCHASER, AND PURCHASER SHALL
ACCEPT, THE PROPERTY "AS IS, ARE IS, WITH ALL FAULTS". THE TERMS AND
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CONDITIONS OF THIS PARAGRAPH 10(C) SHALL EXPRESSLY SURVIVE THE
CLOSING AND SHALL NOT MERGE WITH THE PROVISIONS OF ANY CLOSING
DOCUMENTS AND SHALL, AT THE OPTION OF THE SELLER, BE INCORPORATED
INTO THE DEEDS AND BILLS OF SALE FOR THE PROPERTY. SELLER IS NOT
LIABLE OR BOUND IN ANY MANNER BY ANY ORAL OR WRITTEN STATEMENTS,
REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY FURNISHED
BY ANY AGENT, EMPLOYEE, CONTRACTOR, CONSULTANT, REPRESENTATIVE OR
OTHER PERSON, UNLESS THE SAME ARE EXPRESSLY SET FORTH OR ARE
REFERRED TO HEREIN.
10. DEFAULT. (c) In event that Purchaser defaults, which default is not
cured by Purchaser within ten (10) days following receipt by Purchaser of
written notice of default from Seller, and Seller has not defaulted, Seller
shall be entitled, at Seller's option:
o to declare this Agreement terminated, and to receive the ▇▇▇▇▇▇▇
Money. Upon any such declaration, the parties shall be relieved
from any further liability hereunder, except for any obligations
of the parties which expressly survive a termination of this
Agreement; or
o to exercise any other right or remedy Seller may have at law or
in equity by reason of such default including, but not limited
to, the recovery of reasonable attorneys' fees incurred by Seller
in connection therewith.
o In the event that Seller defaults, which default is not cured by
Seller within ten (10) days following receipt by the Seller of
written notice of default from Purchaser, and Purchaser has not
defaulted, Purchaser shall be entitled, at Purchaser's option:
o to compel Seller to convey the Property to Purchaser by a suit
for specific performance, and to recover all costs incidental to
such suit, including reasonable attorney's fees; or,
o to declare this Agreement terminated, and to receive the ▇▇▇▇▇▇▇
Money. Upon any such declaration, the parties shall be relieved
from any further liability hereunder, except for any obligations
of the parties which expressly survive a termination of this
Agreement; provided, however, Purchaser shall not, in such event,
be obligated to pay or reimburse the Seller for the costs and
expenses for the Survey referred to in Paragraph 3., for one-half
(1/2) of Seller's attorney's fees referred to in Paragraph
5(a)(iii), or for the Environmental Report referred to in
Paragraph 23.; or
o to exercise any other right or remedy Purchaser may have at law
or in equity by reason of such default including, but not limited
to, the recovery of reasonable attorneys' fees incurred by
Purchaser in connection therewith.
11. RISK OF LOSS. (d) All risk of loss of or to the Property, in whole
or in part, as a result of any exercise of the power of eminent domain, or by
reason of fire, flood, windstorm or other casualty, shall remain on Seller until
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the transfer of legal title to Purchaser. Purchaser shall assume the risk of
loss or damage to the Property from and after the transfer of legal title to the
Purchaser.
o If, before the date of Closing, any condemnation (taking by eminent
domain) proceeding is or has been commenced with respect to the
Property, or fire or any other casualty results in material damage
to the Property, Purchaser shall have the option of either
terminating this Agreement or of completing the purchase
contemplated herein. "Material damage" and "material", as used in
this paragraph, shall mean damage to the Property having a cost to
repair in excess of $500,000.00 per occurrence. In event the
Purchaser shall elect to terminate this Agreement, Purchaser shall
be entitled to receive the ▇▇▇▇▇▇▇ Money, and the parties shall be
relieved of and discharged from any further liability hereunder,
except for any obligations of the parties which expressly survive a
termination of this Agreement. If, however, Purchaser shall elect to
complete this transaction, or if the damage to the Property is not
material, Purchaser shall be entitled, in the case of fire or other
casualty, to receive from the insurance carrier all insurance
proceeds and to receive a credit for the amount of Seller's
deductible or, in the case of condemnation, to receive the entire
award for the Property, or the portion thereof so taken. Seller
shall execute and deliver to Purchaser on the Closing hereunder all
proper instruments for the assignment and collection of such
proceeds and awards. Seller shall promptly notify Purchaser in
writing of any loss, actual, pending or threatened, to the Property.
12. BINDING EFFECT. This Agreement shall be binding upon and shah inure
to the benefit of all of the parties hereto and their respective successors and
assigns, subject however, to Paragraph 20. hereof.
13. ENTIRE AGREEMENT; AMENDMENTS. This Agreement embodies and
constitutes the entire understanding between the parties with respect to the
transactions contemplated herein, and all prior or contemporaneous agreements,
understandings, representations and statements (oral or written), including the
letter of intent, dated January 15, 2001, the Agreement of Sale (Mountain View
Correctional Facility and Pamlico Correctional Facility), effective February 7,
2001, and the letter agreement, dated February 12, 2001, executed by the parties
(collectively, the "Prior Agreements"), are superceded by and are merged into
this Agreement in all respects. For the avoidance of doubt, Seller and Purchaser
acknowledge and agree that the Prior Agreements are terminated, null and void
and of no further force and effect from and after the effective date of this
Agreement. Neither this Agreement nor any provision hereof may be waived,
modified, amended, discharged or terminated except by an instrument in writing
signed by the party against whom the enforcement of such waiver, modification,
amendment, discharge or termination is sought, and then only to the extent set
forth in such instrument.
14. NOTICES. Any notice, request, demand, instruction or other
communication hereunder shall be in writing and shall be either (a) delivered in
person, (b) sent by certified mail, return receipt requested, (c) delivered by a
nationally recognized delivery service, or (d) sent by facsimile transmission.
and addressed as follows:
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To Seller: To Purchaser:
▇▇▇▇ ▇▇▇▇▇▇▇▇, President & CEO ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President & CEO
Corrections Corporation of America Correctional Properties Trust
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇ Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇
With copies to:
D. ▇▇▇▇ ▇▇▇▇, Esq. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇, P.A. Josias, Goren, Cherof, ▇▇▇▇▇ & ▇▇▇▇▇, P.A.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Ft. ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇ Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇
or at such other address, and to the attention of such other person, as the
parties shall give notice as herein provided. A notice, request, demand,
instruction and other communication shall be deemed to be duly received: (a) if
delivered in person or by a nationally recognized delivery service, on the date
when delivered to the address of the recipient; (b) if sent by mail, on the date
of receipt by the recipient as shown on the return-receipt card; or (c) if sent
by facsimile, upon receipt by the sender of an acknowledgment or transmission
report generated by the machine from which the facsimile was sent indicating
that the facsimile was sent in its entirety to the recipient's facsimile number;
provided that if a notice, request, demand, instruction or other communication
is served by hand or is received by facsimile on a day which is not a Business
Day, as hereinafter defined, or after 5:00 P.M. at the addressee's location on
any Business Day, such notice or communication shall be deemed to be duly
received by the recipient at 9:00 A.M. at the addressee's location on the first
Business Day thereafter.
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15. TIME IS OF THE ESSENCE. Time is of the essence of this Agreement.
In the event that the time period for any act to be taken or notice to be given
hereunder expires on a date which is not a Business Day, then such time period
shall be extended to the next day which is a Business Day. For purposes hereof,
a "Business Day" is any calendar day other than a Saturday, Sunday or legal
holiday.
16. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original document, but all of
which shall constitute a single document. This Agreement will not be binding
upon or constitute evidence of a contract between the parties until such time as
the original or a counterpart of this Agreement has been executed by each party.
17. CAPTIONS. The captions contained herein are for purposes of
identification and convenience only and shall not be considered in construing
this Agreement.
18. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Tennessee.
19. ASSIGNMENT. Purchaser shall have the right to assign this Agreement
to any affiliate or subsidiary of Purchaser, and from and after such assignment,
wherever in this Agreement reference is made to Purchaser such reference shall
also mean such assignee who shall succeed to all the rights, duties and
obligations of Purchaser hereunder, however, CPT Operating Partnership, L.P.
shall not be released hereunder. Purchaser agrees to promptly notify Seller of
any such assignment. In all other events, this Agreement shall not be assigned
by Purchaser, in whole or in part, without the prior written consent of Seller,
which consent Seller may give or withhold in its sole and absolute discretion.
20. SURVIVAL. It is understood and agreed by the parties hereto that
whether or not it is specifically so provided herein any term or provision of
this Agreement, which by its nature or effect, is required to be kept, observed
or performed after the Closing and conveyance of title, shall not be merged
therein, but shall be and remain binding upon and for the benefit of the parties
hereto until fully kept, observed or performed. Notwithstanding the foregoing,
any and all liability of Seller for breach of representations, warranties and
covenants of Seller set forth in Paragraph 8. hereof, or elsewhere in this
Agreement, shall only continue for a period of six (6) months after the date of
Closing. In the event Purchaser has not commenced suit in a court of competent
jurisdiction alleging a breach of any such representations, warranties or
covenants within said six (6) month period, then Seller shall be released and
discharged from any and all liability for the breach thereof.
21. FURTHER ASSURANCES/COOPERATION. Seller and Purchaser each agree to
cooperate in good faith with each other and to execute and deliver in connection
with the Closing such other and further agreements, documents and instruments as
may be reasonably necessary or required in order to fully consummate the
transactions contemplated by this Agreement.
22. ENVIRONMENTAL AUDIT. Seller shall obtain, at the expense of
Purchaser, and provide to Purchaser prior to the Closing, a Phase I
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environmental site assessment report (and such other environmental studies as
Purchaser deems reasonably necessary based on the results of the Phase I
environmental site assessment) of the Land and Improvements (the "Environmental
Report") from an environmental engineer or consultant selected by Seller and
reasonably satisfactory to Purchaser. In the event Purchaser proceeds to close
this transaction on the Closing Date, Purchaser shall be deemed to have accepted
all matters disclosed in the Environmental Report.
23. ESCROW AGENT. In the event that either party to this Agreement
makes demand upon Escrow Agent for tender of the ▇▇▇▇▇▇▇ Money held by the
Escrow Agent, Escrow Agent shall give written notice to the other party as
provided herein. Such notice shall be given in the manner provided in Paragraph
15. of this Agreement. If within three (3) business days following delivery of
such notice, Escrow Agent has not received notice of any objection to the
disbursement of the ▇▇▇▇▇▇▇ Money from the other party, Escrow Agent shall
disburse the ▇▇▇▇▇▇▇ Money in accordance with the instructions it has received.
A party's failure to object to such disbursement shall not be deemed to be a
waiver of its right to assert a claim against the other party to any ▇▇▇▇▇▇▇
Money so disbursed, however, it shall relieve Escrow Agent of any liability for
disbursing the funds by following this procedure. In the event any dispute
should arise with regard to the ▇▇▇▇▇▇▇ Money tendered to Escrow Agent as
provided in Paragraph 2. hereof, Escrow Agent shall be entitled to deposit the
same with a federal court of competent jurisdiction in Nashville, Tennessee, and
thereafter be relieved of all obligations under this Agreement. In performing
any of its duties hereunder, Escrow Agent shall not incur any liability to any
party for any damage, loss or expense, except for willful default, gross
negligence, or breach of trust. Purchaser and Seller jointly and severally agree
to indemnify and hold Escrow Agent harmless against any and all other losses,
claims, damages, liabilities and expenses including, without limitation,
reasonable attorneys' fees, which may be imposed upon the Escrow Agent or
incurred by Escrow Agent in connection with the performance of its duties
hereunder, except for willful default, gross negligence, or breach of trust. As
between Seller and Purchaser, the prevailing party in any action regarding the
▇▇▇▇▇▇▇ Money shall be entitled to recover from the other party all amounts
which it has paid under its indemnity in the preceding sentence and shall
further be entitled to recover all court costs and attorney's fees incurred with
respect to the resolution of the dispute. The obligations of Seller and
Purchaser under this Paragraph 24. shall survive the Closing of this transaction
or any termination of this Agreement.
24. CONFIDENTIALITY. Seller and Purchaser each covenant and agree with
the other party that: (a) all discussions and negotiations by the parties with
respect to this Agreement or the transactions contemplated by this Agreement and
(b) all information furnished by or obtained from the other party in connection
with this Agreement or the transactions contemplated by this Agreement are to be
kept confidential and are not to be disclosed to third parties without the prior
written consent of the other party, except (i) as required in the written
opinion of legal counsel by applicable law, regulation or legal process, (ii) to
those directors, officers, employees of the parties hereto, and those
representatives of the parties' legal, accounting and financial advisors, who
need to know of such discussions and negotiations for purposes of evaluating the
transactions contemplated by this Agreement, and (iii) to those third parties as
may be reasonably necessary to facilitate the consummation of the transactions
contemplated by this Agreement. Any disclosure of confidential information
proposed to be made by a party pursuant to (i) above shall only be of such
portion of the confidential information as is legally required to be disclosed
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after notice to and consultation with the other party. The obligations of Seller
and Purchaser under this Paragraph 25. shall survive the Closing of this
transaction or any termination of this Agreement.
25. SALE TO STATE OF NORTH CAROLINA. Notwithstanding any covenant,
representation, warranty or other provision to the contrary contained in this
Agreement, the Seller shall have the right and shall be authorized by the
Purchaser during the period commencing upon the effective date of this Agreement
and continuing until 5:00 P.M., Central Daylight Savings time on May 1, 2001,
to, among other things, provide information to, discuss and negotiate with, and
solicit and accept offers from the State of North Carolina in connection with
the sale of the Property to the State of North Carolina, and to enter into a
contract with the State of North Carolina for the sale of the Property on such
terms, provisions and conditions as the Seller may, in its sole discretion,
determine to be acceptable. In the event the Seller enters into a contract with
the State of North Carolina for the sale of the Property prior to 5:00 P.M.,
Central Daylight Savings time on May 1, 2001, then this Agreement shall
automatically terminate concurrently with the execution of such contract with
the State of North Carolina. In the event this Agreement terminates in
accordance with this Paragraph 26., the Seller shall give written notice thereof
to Purchaser within one (1) business day following the date of such termination,
the parties shall be relieved from any further liability hereunder, except for
any obligations of the parties which expressly survive a termination of this
Agreement, and the ▇▇▇▇▇▇▇ Money shall be paid to Purchaser.
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IN WITNESS WHEREOF, each of the parties hereto has signed this
Agreement on the date shown below their respective signatures. This Agreement
shall, for all purposes, be deemed to be fully executed and effective on the
latest of the dates of execution by Seller and Purchaser shown below.
SELLER:
CORRECTIONS CORPORATION OF
AMERICA
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------
Title: President and CEO
Date:
PURCHASER:
CPT OPERATING PARTNERSHIP,
L.P.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------
Title: President and CEO
Date:
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EXHIBIT A
METES AND BOUNDS DESCRIPTION
UNITED STATES CORRECTION PROPERTY
PAMLICO COUNTY, NORTH CAROLINA
That 137.47 acre tract of land lying in the ▇▇. ▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and being the same tract found in Deed Book (D.B.) 317
Page (Pg.) 602 and (D.B.) 317 (Pg.) 605 in the Register of Deeds of said Pamlico
County, and being bounded on the North and East by SR ▇▇▇▇ (▇▇▇ ▇▇▇▇ ▇▇▇▇ 60
foot public right-of-way), on the South by SR ▇▇▇▇ (▇▇▇▇ ▇▇▇▇ ▇▇▇▇ 60 foot
public right-of-way), and on the West by the land of ▇▇▇▇▇▇▇ ▇▇▇▇ now or
formerly (N/F) (D.B.) 137 (Pg.) 375; and being more particularly described as
follows:
Commencing at NC Geodetic Survey (NCGS) Station "BAY CITY" (NC Grid
Coordinates Northing = 526,975.3568, Easting = 2,666,260.8710), thence South 06
degrees 05' 43" East (all bearings referenced to NC Grid North) distant 3175.77
feet (all distances are unadjusted measured horizontal ground with a combined
grid factor = 0.9998733) to an existing 1/2" outside diameter (O.D.) iron pipe
in the Western right-of-way of said SR 1002, being the Beginning of said United
States Correction Corporation property.
Running thence from said Beginning point along said SR 1002
right-of-way (R/W) the following three (3) courses and distances: South 11
degrees 12' 12" East 1769.81 feet to an existing 1/2" (O.D.) iron pipe; thence
Southwesterly 1097.96 feet along a non-tangential curve concave to the
Southwest, central angle 33 degrees 06' 35", radius 1900.00 feet to an existing
1/2" (O.D.) iron pipe, thence South 21 degrees 54' 23" West 2451.41 feet to a
point; thence leaving said (R/W) North 60 degrees 20' 11" West 360.49 feet to a
point; thence South 60 degrees 20' 11" West 350.05 feet to a point in said
Northern (R/W) of SR 1203; thence along said SR 1203 Northern (R/W), North 60
degrees 20' 11" West 766.86 feet to a point; thence leaving said Northern (R/W)
North 29 degrees 39' 49" East 350.00 feet to a point; thence North 60 degrees
20' 11" West 250.00 feet to a point; thence South 29 degrees 39' 49" West 350.00
feet to a point in the Northern (R/W) of said SR 1203; thence along said
Northern (R/W) North 60 degrees 20' 11" West 353.41 feet to an existing 1/2"
(O.D.) aluminum pipe in the centerline of an existing ditch, and corner for said
▇▇▇▇▇▇▇ ▇▇▇▇; thence along the said ▇▇▇▇ line, said property line also being the
centerline of a ditch, the following five (5) courses and distances North 48
degrees 07' 45" East 23.45 feet to an existing 1/2" (O.D.) aluminum pipe, thence
North 36 degrees 01' 47" East 103.80 feet to an existing 1/2" (O.D.) aluminum
pipe; thence North 60 degrees 58' 45" East 49.99 feet to an existing 1/2" (O.D.)
aluminum pipe; thence North 61 degrees 43' 07" East 134.63 feet to an existing
1/2" (O.D.) aluminum pipe; thence North 25 degrees 17' 47" East 4832.70 feet to
the Point of Beginning and containing 137.47 acres.
21
EXHIBIT B
SCHEDULE OF PERSONALTY - PAMLICO
EXHIBIT C
SCHEDULE OF SERVICE CONTRACTS - PAMLICO
o Agreement, dated July 9, 1999, between Bay River Metropolitan
Sewerage District, Corrections Corporation of America, and U.S.
Corrections Leasing (NC) Pamlico Facility, Inc.
o Cable Television Installation and Subscription Agreement, dated July
1, 1998, between Corrections Corporation of America Inmate Fund and
Correctional Cable TV, Inc.
o Sales and Service Agreement, dated May 6, 1998, between Eastern
Propane, Inc., and Corrections Corporation of America.
o Electric Service Agreement, dated January 12, 1998, between U.S.
Corrections Corporation and Tideland Electric Membership
Corporation.