<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
Exchange Act of 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): APRIL 17, 1998
--------------
CCA PRISON REALTY TRUST
-----------------------
(Exact name of registrant as specified in its Declaration of Trust)
<TABLE>
<CAPTION>
Maryland 1-13049 62-1689525
-------- ------- ----------
<S> <C> <C>
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification Number)
organization)
</TABLE>
10 Burton Hills Boulevard, Suite 100
Nashville, Tennessee 37215
---------------------------------------- ---------
(Address of principal executive offices) (Zip Code)
Registrants' telephone number, including area code: (615) 263-0200
---------------
NOT APPLICABLE
--------------
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
<PAGE> 2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
CCA Prison Realty Trust, a Maryland real estate investment trust (the
"Company"), and its wholly-owned subsidiary USCA Corporation ("USCA"), on the
one hand, and U.S. Corrections Corporation, a privately-held owner and former
operator of correctional and detention facilities ("USCC"), on the other hand,
entered into and consummated an Agreement of Merger effective April 17, 1998
(the "USCC Merger Agreement"), whereby USCA merged with and into USCC and the
Company acquired all of the outstanding capital stock and derivative securities
of USCC (the "USCC Merger") in exchange for a cash payment to the shareholders
of USCC of approximately $157 million. As a result of the USCC Merger, the
Company also assumed certain liabilities of USCC as discussed below. The amount
of consideration paid was based on a valuation of USCC made by the Company's
financial advisors, J.C. Bradford & Co. Immediately prior to the USCC Merger,
Corrections Corporation of America, a manager and operator of correctional and
detention facilities ("CCA"), purchased USCC's facility management contracts and
the corresponding enterprise value of operations from USCC for $10 million in
cash. Accordingly, as a result of the USCC Merger, the Company acquired only
real estate properties in substance.
Sources of Company funding for the USCC Merger were cash on hand and
borrowings under the Company's bank credit facility with First Union National
Bank. In addition to the cash paid at the time of the merger, the Company
immediately advanced approximately $79.4 million to its wholly-owned subsidiary
following the merger to enable the payment in full of USCC's liabilities under a
bank credit facility, two subordinated loans, and obligations outstanding for
convertible, redeemable preferred stock. The Company also expects to incur an
additional $28.5 million in additional construction expenses to complete two
correctional facilities under construction by USCC, as well as expansions of
existing USCC facilities currently underway.
By virtue of the USCC Merger, the Company acquired four correctional
and detention facilities in Kentucky, one in Ohio and two, which are currently
under construction, in North Carolina. Such facilities currently have an
aggregate design capacity of approximately 5,200 beds. Prior to the USCC Merger,
USCC operated the Kentucky facilities as correctional and detention facilities
and leased the Ohio facility to the County of Hamilton, Ohio. By contrast, the
Company will not operate the acquired facilities but, rather, has entered into
leases for the Kentucky facilities with, and expects to lease the North Carolina
facilities to, CCA or its affiliates, who will operate the facilities pursuant
to long-term "triple-net" operating leases under the terms of that certain
Master Agreement to Lease, dated July 18, 1997, between the Company and CCA. The
Company will continue to lease the Ohio facility to Hamilton County.
2
<PAGE> 3
The following table sets forth certain information with respect to the
correctional and detention facilities acquired:
<TABLE>
<CAPTION>
Design
Contracting Month/Year Security Capacity
FACILITY/LOCATION ENTITY OPENED LEVEL (Beds)
----------------- ------ ------ ----- ------
<S> <C> <C> <C> <C>
Marion Adjustment Center State of Kentucky Jan-86 Minimum 600
St. Mary, Kentucky
Lee Adjustment Center State of Kentucky Aug-90 Minimum 750
Beatyville, Kentucky
Otter Creek Correctional Center State of Kentucky Nov-93 Minimum 600
Wheelwright, Kentucky
River City Correctional Center Jefferson County, Jan-90 Minimum 400
Louisville, Kentucky Kentucky
Queensgate Correctional Center (1) Hamilton County, NA Medium 850
Cincinnati, Ohio Ohio
Pamlico Correctional Institution State of North Mid-98(2) Medium 1,000
Bayboro, North Carolina Carolina
Avery/Mitchell Correctional Institution State of North Mid-98(2) Medium 1,000
Spruce Pine, North Carolina Carolina
</TABLE>
- -----------------
(1) Facility is leased to and operated by Hamilton County, Ohio.
Census level is estimated.
(2) Anticipated Opening Date.
On April 20, 1998, the Company and CCA issued a press release (the
"Press Release") concerning the USCC Merger and the execution of the USCC Merger
Agreement.
The foregoing description of the USCC Merger and related transactions
does not purport to be complete and is qualified in its entirety by reference to
the USCC Merger Agreement and the Press Release, each of which is incorporated
herein by reference to Exhibits 2.2 and 99.1, respectively, of the Current
Report on Form 8-K filed by the Company on April 22, 1998.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
As explained in Item 2 above, through the USCC Merger, the Company
acquired the real estate assets of the former private facility
manager, U.S. Corrections Corporation. The Company, as a real
estate investment trust,
3
<PAGE> 4
will not operate any of the acquired correctional and detention
facilities and will only lease the facilities to another private
operator of correctional and detention facilities, CCA. For this
reason, the historical financial statements of the operating
entity, U.S. Corrections Corporation, are not included.
(b) PRO FORMA FINANCIAL INFORMATION.
CCA Prison Realty Trust
Pro Forma Consolidated Balance Sheet as of December 31, 1997
(unaudited).
The USCC Merger has been accounted for as a purchase of assets
and the acquired correctional and detention properties have been
recorded at their fair market value.
(c) EXHIBITS.
<TABLE>
<CAPTION>
Exhibit No. Exhibit
----------- -------
<S> <C>
2.1 Agreement of Merger, dated April 17, 1998, between CCA Prison
Realty Trust and USCA Corporation, on the one hand, and U.S.
Corrections Corporation, on the other hand (incorporated by
reference to Exhibit 2.2 to the Current Report on Form 8-K
filed by the Company with the Securities and Exchange
Commission on April 22, 1998).
10.1 Amended and Restated Lease Agreement by and between CCA Prison
Realty Trust, USCC, Inc., Corrections Corporation of America
and Lee Adjustment Center, Inc. dated April 17, 1998, with
respect to Lee Adjustment Center.
10.2 Amended and Restated Lease Agreement by and between CCA Prison
Realty Trust, USCC, Inc., Corrections Corporation of America
and Marion Adjustment Center, Inc. dated April 17, 1998, with
respect to Marion Adjustment Center.
10.3 Amended and Restated Lease Agreement by and between CCA Prison
Realty Trust, USCC, Inc., Corrections Corporation of America
and Otter Creek Correctional Center, Inc. dated April 17, 1998,
with respect to Otter Creek Correctional Center.
10.4 Amended and Restated Lease Agreement by and between CCA Prison
Realty Trust, USCC, Inc., Corrections Corporation of America
and River City Correctional Center, Inc. dated April 17, 1998,
with respect to River City Correctional Center.
99.1 Press Release, dated April 20, 1998, issued by CCA Prison
Realty Trust and Corrections Corporation of America
(incorporated by reference to Exhibit 99.1 of the Current
Report on Form 8-K filed by the Company with the Securities and
Exchange Commission on April 22, 1998).
</TABLE>
4
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CCA PRISON REALTY TRUST
Date: May 4, 1998 /s/ D. Robert Crants, III
-----------------------------
Name: D. Robert Crants, III
Title: President
5
<PAGE> 6
FINANCIAL STATEMENT INDEX
<TABLE>
<S> <C>
CCA Prison Realty Trust Pro Forma Consolidated
Balance Sheet of December 31, 1997 (unadited) ..............................F-2
</TABLE>
F-1
<PAGE> 7
CCA PRISON REALTY TRUST
PROFORMA CONSOLIDATED BALANCE SHEET - UNAUDITED
DECEMBER 31, 1997
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AMOUNTS)
<TABLE>
<CAPTION>
AS PRO FORMA
PREVIOUSLY ADJUST- PRO FORMA
REPORTED MENTS CONSOLIDATED
<S> <C> <C> <C>
ASSETS
REAL ESTATE PROPERTIES, AT COST
CORRECTIONAL AND DETENTION FACILITIES 458,360 (B) 236,500 694,860
LESS - ACCUMULATED DEPRECIATION (5,088) (5,088)
--------- ---------- ----------
NET REAL ESTATE PROPERTIES 453,272 236,500 689,772
CASH AND CASH EQUIVALENTS 756 (A) 103,514 -
(B) (104,270)
OTHER ASSETS 410 410
--------- ---------- ----------
TOTAL ASSETS 454,438 235,744 690,182
========= ========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
DISTRIBUTIONS PAYABLE 9,170 9,170
LINE OF CREDIT 32,000 (B) 132,230 164,230
ACCOUNTS PAYABLE AND ACCRUED EXPENSES 519 519
--------- ---------- ----------
TOTAL LIABILITIES 41,689 132,230 173,919
--------- ---------- ----------
COMMITMENTS AND CONTINGENCIES - -
SHAREHOLDERS' EQUITY
PREFERRED SHARES, $.01 PAR VALUE; 10,000,000 SHARES AUTHORIZED;
4,300,000 SHARES ISSUED AND OUTSTANDING AFTER ADJUSTMENT - (A) 43 43
COMMON SHARES, $.01 PAR VALUE; 90,000,000 SHARES AUTHORIZED;
21,576,000 SHARES ISSUED AND OUTSTANDING 216 216
CAPITAL IN EXCESS OF PAR VALUE 414,841 (A) 103,471 518,312
ACCUMULATED DISTRIBUTIONS IN EXCESS OF NET INCOME (2,308) (2,308)
--------- ---------- ----------
TOTAL SHAREHOLDERS' EQUITY 412,749 103,514 516,263
--------- ---------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 454,438 235,744 690,182
========= ========== ==========
</TABLE>
(A) DURING THE FIRST QUARTER OF 1998, THE COMPANY CLOSED AN OFFERING OF
4,300,000 SHARES OF 8% SERIES A CUMULATIVE PREFERRED SHARES (LIQUIDATION
PREFERENCE $25.00 PER SHARE) NETTING $104,270 FROM GROSS PROCEEDS OF $107,500. A
PORTION OF THESE PROCEEDS WERE USED IN THE ACQUISITION OF USCC.
(B) TO RECORD THE PURCHASE OF REAL ESTATE ASSETS USING CASH ON HAND AND DRAWS
UNDER THE BANK CREDIT FACILITY.
F-2
<PAGE> 8
EXHIBIT INDEX
10.1 Amended and Restated Lease Agreement by and between
CCA Prison Realty Trust, USCC, Inc., Corrections
Corporation of America and Lee Adjustment Center,
Inc. dated April 17, 1998, with respect to Lee
Adjustment Center.
10.2 Amended and Restated Lease Agreement by and between
CCA Prison Realty Trust, USCC, Inc., Corrections
Corporation of America and Marion Adjustment Center,
Inc. dated April 17, 1998, with respect to Marion
Adjustment Center.
10.3 Amended and Restated Lease Agreement by and between
CCA Prison Realty Trust, USCC, Inc., Corrections
Corporation of America and Otter Creek Correctional
Center, Inc. dated April 17, 1998, with respect to
Otter Creek Correctional Center.
10.4 Amended and Restated Lease Agreement by and between
CCA Prison Realty Trust, USCC, Inc., Corrections
Corporation of America and River City Correctional
Center, Inc. dated April 17, 1998, with respect to
River City Correctional Center.
<PAGE> 1
Exhibit 10.1
AMENDED AND RESTATED LEASE AGREEMENT
(Lee Adjustment Center, Inc.)
THIS LEASE AGREEMENT ("Lease") dated as of the 17th day of April, 1998,
by and between CCA PRISON REALTY TRUST, a Maryland real estate investment trust
("CCA REIT"), and USCC, INC., a Kentucky corporation ("USCC") (collectively, the
"Landlord") and CORRECTIONS CORPORATION OF AMERICA, a Tennessee corporation
("CCA") and LEE ADJUSTMENT CENTER, INC., a Kentucky corporation ("Subsidiary")
(collectively, the "Tenant").
R E C I T A L S:
WHEREAS, Landlord and Tenant are parties to a Master Agreement to Lease
dated July 17, 1997, as amended by First Amendment to Master Agreement to Lease
dated as of April 17, 1998 (the "Master Agreement") which sets forth certain
agreements of the parties with respect to the lease of various properties
including the property that is the subject of this Lease;
WHEREAS, USCC, as Landlord, and Subsidiary, as Tenant, are parties to a
Lease Agreement dated as of April 17, 1998 whereby USCC has leased certain
property described therein to Subsidiary (the "Original Lease"); and
WHEREAS, CCA REIT has become the ultimate parent of USCC and CCA is the
parent of Subsidiary and the parties desire to amend and restate the Original
Lease;
NOW, THEREFORE, in consideration of the premises and of their
respective agreements and undertakings herein, Landlord and Tenant agree that
the Original Lease is hereby amended and restated as follows:
ARTICLE I
PREMISES AND TERM
1.1 Leased Property. Landlord hereby leases to Tenant and Tenant leases
from Landlord the Land located in Beattyville, Lee County, Kentucky, described
in Exhibit A hereto, and all Improvements, Fixtures, and Personal Property
thereon or thereto (each as defined in the Master Agreement, and, together with
said Land, the "Leased Property");
SUBJECT, HOWEVER, to the lien of the mortgage debt described in Exhibit
B hereto, if any, and to all easements, liens, encumbrances, restrictions,
agreements, and other title matters existing as of the date hereof and listed in
Exhibit C hereto (collectively "Permitted Exceptions").
1.2 Term. The initial term (the "Fixed Term") of the Lease shall be for
a fixed term of ten (10) years commencing on May 1, 1998 (the "Commencement
Date") and expiring on April 30, 2008 (the "Expiration Date"). The Term of this
Lease may be renewed on the mutual agreement
<PAGE> 2
of Landlord and Tenant as follows: (i) provided that Tenant gives Landlord
notice on or before the date which is six (6) months prior to the Expiration
Date, upon the mutual agreement of Landlord and Tenant, the Lease shall be
renewed for one (1) additional five (5) year term (the "Extended Term") on the
same terms and provisions (other than with respect to renewal) as the Fixed
Term, as set forth in the Lease; (ii) provided that Tenant gives Landlord notice
on or before the date which is six (6) months prior to the expiration of the
Extended Term, upon the mutual agreement of Landlord and Tenant, the Lease shall
be renewed for one (1) additional five (5) year term (the "Second Extended
Term") on the same terms and provisions (other than with respect to renewal) as
the Fixed Term, as set forth in the Lease; and (iii) provided that Tenant gives
Landlord notice on or before the date which is six (6) months prior to the
expiration of the Second Extended Term, upon the mutual agreement of Landlord
and Tenant, the Lease shall be renewed for one (1) additional five (5) year term
(the "Third Extended Term") on the same terms and provisions (other than with
respect to renewal) as the Fixed Term, as set forth in the Lease. Tenant's right
to so extend the Term of the Lease is conditioned on Landlord's prior approval
of the Extended Term, Second Extended Term, or Third Extended Term, as the case
may be. The term "Term" used in this Agreement means the Fixed Term, Extended
Term, Second Extended Term and Third Extended Term, as appropriate. The term
"Lease Year" means each twelve (12) month period during the Term commencing on
January 1 and ending on December 31, except the first Lease Year of each Lease
shall be the period from the Commencement Date through the following December
31, and the last Lease Year shall end on the date of termination of the Lease if
a day other than December 31. Landlord may terminate this Lease prior to the
expiration of the Term hereof, at any time following the date which is five (5)
years from the date hereof, upon written notice to Tenant not less than eighteen
(18) months prior to the effective date of such termination.
ARTICLE II
RENT
2.1 Base Rent. Tenant shall pay Landlord Base Rent for the Term in
advance in consecutive monthly installments payable on the first day of each
month during the Term, the Extended Term, Second Extended Term and the Third
Extended Term, commencing on the Commencement Date provided for in Section 1.03
of the Master Agreement, in accordance with the Base Rent Schedule attached
hereto as Exhibit B.
2.2 Additional Rent. The Base Rent shall be subject to such increases
over the Term as determined pursuant to Section 2.02 of the Master Agreement.
2.3 Other Additional Rent. Tenant shall also pay all Other Additional
Rent with respect to the Leased Property, as set forth in the Master Agreement.
2
<PAGE> 3
ARTICLE III
OTHER TERMS AND CONDITIONS
3.1 Master Agreement Incorporated Herein. This Amended and Restated
Lease Agreement constitutes a "Lease" pursuant to the Master Agreement and all
provisions of the Master Agreement (except any provisions expressly therein not
to be a part of an individual lease of leased property) are hereby incorporated
in and are a part of this Lease of the Leased Property.
3.2 Recordation. At the request of Landlord or Tenant, a short form
memorandum of this Lease may be recorded in the real estate records of any
county which Landlord or Tenant deems appropriate in order to provide legal
notice of the existence hereof.
IN WITNESS WHEREOF, the Landlord and the Tenant have executed this
Lease or caused the same to be executed by their respective duly authorized
officers as of the date first set forth above.
CCA PRISON REALTY TRUST
By:
------------------------------------
Title:
---------------------------------
USCC, INC.
By:
------------------------------------
Title:
---------------------------------
LEE ADJUSTMENT CENTER, INC.
By:
------------------------------------
Title:
---------------------------------
3
<PAGE> 4
CORRECTIONS CORPORATION OF AMERICA
By:
------------------------------------
Title:
---------------------------------
4
<PAGE> 5
EXHIBIT A
[Legal Description of Leased Property]
<PAGE> 6
EXHIBIT B
Base Rent Schedule
(Property: Lee Adjustment Center, Inc.)
Tenant will pay to Landlord annual Base Rent of $4,697,000.00 payable
in equal monthly instalments beginning on the Commencement Date of $391,417.00.
Base Rent for the Extended Term, Second Extended Term and Third
Extended Term shall be equal to the fair market rental value of the Leased
Property as of the respective commencement dates thereof.
<PAGE> 7
EXHIBIT C
Mortgage Debt
(Property: Lee Adjustment Center, Inc.)
This property is subject to the following Mortgage Debt: (or subsequent
Mortgage Debt)
<PAGE> 8
EXHIBIT D
Permitted Exceptions
(Property: Lee Adjustment Center, Inc.)
<PAGE> 1
Exhibit 10.2
AMENDED AND RESTATED LEASE AGREEMENT
(Marion Adjustment Center, Inc.)
THIS LEASE AGREEMENT ("Lease") dated as of the 17th day of April, 1998,
by and between CCA PRISON REALTY TRUST, a Maryland real estate investment trust
("CCA REIT"), and USCC, INC., a Kentucky corporation ("USCC") (collectively, the
"Landlord") and CORRECTIONS CORPORATION OF AMERICA, a Tennessee corporation
("CCA") and MARION ADJUSTMENT CENTER, INC., a Kentucky corporation
("Subsidiary") (collectively, the "Tenant").
R E C I T A L S:
WHEREAS, Landlord and Tenant are parties to a Master Agreement to Lease
dated July 17, 1997, as amended by First Amendment to Master Agreement to Lease
dated as of April 17, 1998 (the "Master Agreement") which sets forth certain
agreements of the parties with respect to the lease of various properties
including the property that is the subject of this Lease;
WHEREAS, USCC, as Landlord, and Subsidiary, as Tenant, are parties to a
Lease Agreement dated as of April 17, 1998 whereby USCC has leased certain
property described therein to Subsidiary (the "Original Lease"); and
WHEREAS, CCA REIT has become the ultimate parent of USCC and CCA is the
parent of Subsidiary and the parties desire to amend and restate the Original
Lease;
NOW, THEREFORE, in consideration of the premises and of their
respective agreements and undertakings herein, Landlord and Tenant agree that
the Original Lease is hereby amended and restated as follows:
ARTICLE I
PREMISES AND TERM
1.1 Leased Property. Landlord hereby leases to Tenant and Tenant leases
from Landlord the Land located in Saint Mary, Marion County, Kentucky, described
in Exhibit A hereto, and all Improvements, Fixtures, and Personal Property
thereon or thereto (each as defined in the Master Agreement, and, together with
said Land, the "Leased Property");
SUBJECT, HOWEVER, to the lien of the mortgage debt described in Exhibit
B hereto, if any, and to all easements, liens, encumbrances, restrictions,
agreements, and other title matters existing as of the date hereof and listed in
Exhibit C hereto (collectively "Permitted Exceptions").
1.2 Term. The initial term (the "Fixed Term") of the Lease shall be for
a fixed term of ten (10) years commencing on May 1, 1998 (the "Commencement
Date") and expiring on April 30, 2008 (the "Expiration Date"). The Term of this
Lease may be renewed on the mutual agreement
<PAGE> 2
of Landlord and Tenant as follows: (i) provided that Tenant gives Landlord
notice on or before the date which is six (6) months prior to the Expiration
Date, upon the mutual agreement of Landlord and Tenant, the Lease shall be
renewed for one (1) additional five (5) year term (the "Extended Term") on the
same terms and provisions (other than with respect to renewal) as the Fixed
Term, as set forth in the Lease; (ii) provided that Tenant gives Landlord notice
on or before the date which is six (6) months prior to the expiration of the
Extended Term, upon the mutual agreement of Landlord and Tenant, the Lease shall
be renewed for one (1) additional five (5) year term (the "Second Extended
Term") on the same terms and provisions (other than with respect to renewal) as
the Fixed Term, as set forth in the Lease; and (iii) provided that Tenant gives
Landlord notice on or before the date which is six (6) months prior to the
expiration of the Second Extended Term, upon the mutual agreement of Landlord
and Tenant, the Lease shall be renewed for one (1) additional five (5) year term
(the "Third Extended Term") on the same terms and provisions (other than with
respect to renewal) as the Fixed Term, as set forth in the Lease. Tenant's right
to so extend the Term of the Lease is conditioned on Landlord's prior approval
of the Extended Term, Second Extended Term, or Third Extended Term, as the case
may be. The term "Term" used in this Agreement means the Fixed Term, Extended
Term, Second Extended Term and Third Extended Term, as appropriate. The term
"Lease Year" means each twelve (12) month period during the Term commencing on
January 1 and ending on December 31, except the first Lease Year of each Lease
shall be the period from the Commencement Date through the following December
31, and the last Lease Year shall end on the date of termination of the Lease if
a day other than December 31. Landlord may terminate this Lease prior to the
expiration of the Term hereof, at any time following the date which is five (5)
years from the date hereof, upon written notice to Tenant not less than eighteen
(18) months prior to the effective date of such termination.
ARTICLE II
RENT
2.1 Base Rent. Tenant shall pay Landlord Base Rent for the Term in
advance in consecutive monthly installments payable on the first day of each
month during the Term, the Extended Term, Second Extended Term and the Third
Extended Term, commencing on the Commencement Date provided for in Section 1.03
of the Master Agreement, in accordance with the Base Rent Schedule attached
hereto as Exhibit B.
2.2 Additional Rent. The Base Rent shall be subject to such increases
over the Term as determined pursuant to Section 2.02 of the Master Agreement.
2.3 Other Additional Rent. Tenant shall also pay all Other Additional
Rent with respect to the Leased Property, as set forth in the Master Agreement.
2
<PAGE> 3
ARTICLE III
OTHER TERMS AND CONDITIONS
3.1 Master Agreement Incorporated Herein. This Amended and Restated
Lease Agreement constitutes a "Lease" pursuant to the Master Agreement and all
provisions of the Master Agreement (except any provisions expressly therein not
to be a part of an individual lease of leased property) are hereby incorporated
in and are a part of this Lease of the Leased Property.
3.2 Recordation. At the request of Landlord or Tenant, a short form
memorandum of this Lease may be recorded in the real estate records of any
county which Landlord or Tenant deems appropriate in order to provide legal
notice of the existence hereof.
IN WITNESS WHEREOF, the Landlord and the Tenant have executed this
Lease or caused the same to be executed by their respective duly authorized
officers as of the date first set forth above.
CCA PRISON REALTY TRUST
By:
---------------------------------
Title:
------------------------------
USCC, INC.
By:
---------------------------------
Title:
------------------------------
MARION ADJUSTMENT CENTER, INC.
By:
---------------------------------
Title:
------------------------------
3
<PAGE> 4
CORRECTIONS CORPORATION OF AMERICA
By:
----------------------------------
Title:
-------------------------------
4
<PAGE> 5
EXHIBIT A
[Legal Description of Leased Property]
<PAGE> 6
EXHIBIT B
Base Rent Schedule
(Property: Marion Adjustment Center, Inc.)
Tenant will pay to Landlord annual Base Rent of $5,038,000.00 payable
in equal monthly instalments beginning on the Commencement Date of $419,833.00.
Base Rent for the Extended Term, Second Extended Term and Third
Extended Term shall be equal to the fair market rental value of the Leased
Property as of the respective commencement dates thereof.
<PAGE> 7
EXHIBIT C
Mortgage Debt
(Property: Marion Adjustment Center, Inc.)
This property is subject to the following Mortgage Debt: (or subsequent
Mortgage Debt)
<PAGE> 8
EXHIBIT D
Permitted Exceptions
(Property: Marion Adjustment Center, Inc.)
<PAGE> 1
Exhibit 10.3
AMENDED AND RESTATED LEASE AGREEMENT
(Otter Creek Correctional Center, Inc.)
THIS LEASE AGREEMENT ("Lease") dated as of the 17th day of April, 1998,
by and between CCA PRISON REALTY TRUST, a Maryland real estate investment trust
("CCA REIT"), and USCC, INC., a Kentucky corporation ("USCC") (collectively, the
"Landlord") and CORRECTIONS CORPORATION OF AMERICA, a Tennessee corporation
("CCA") and OTTER CREEK CORRECTIONAL CENTER, INC., a Kentucky corporation
("Subsidiary") (collectively, the "Tenant").
R E C I T A L S:
WHEREAS, Landlord and Tenant are parties to a Master Agreement to Lease
dated July 17, 1997, as amended by First Amendment to Master Agreement to Lease
dated as of April 17, 1998 (the "Master Agreement") which sets forth certain
agreements of the parties with respect to the lease of various properties
including the property that is the subject of this Lease;
WHEREAS, USCC, as Landlord, and Subsidiary, as Tenant, are parties to a
Lease Agreement dated as of April 17, 1998 whereby USCC has leased certain
property described therein to Subsidiary (the "Original Lease"); and
WHEREAS, CCA REIT has become the ultimate parent of USCC and CCA is the
parent of Subsidiary and the parties desire to amend and restate the Original
Lease;
NOW, THEREFORE, in consideration of the premises and of their
respective agreements and undertakings herein, Landlord and Tenant agree that
the Original Lease is hereby amended and restated as follows:
ARTICLE I
PREMISES AND TERM
1.1 Leased Property. Landlord hereby leases to Tenant and Tenant leases
from Landlord the Land located in Wheelwright, Floyd County, Kentucky, described
in Exhibit A hereto, and all Improvements, Fixtures, and Personal Property
thereon or thereto (each as defined in the Master Agreement, and, together with
said Land, the "Leased Property");
SUBJECT, HOWEVER, to the lien of the mortgage debt described in Exhibit
B hereto, if any, and to all easements, liens, encumbrances, restrictions,
agreements, and other title matters existing as of the date hereof and listed in
Exhibit C hereto (collectively "Permitted Exceptions").
1.2 Term. The initial term (the "Fixed Term") of the Lease shall be for
a fixed term of ten (10) years commencing on May 1, 1998 (the "Commencement
Date") and expiring on April 30, 2008 (the "Expiration Date"). The Term of this
Lease may be renewed on the mutual agreement
<PAGE> 2
of Landlord and Tenant as follows: (i) provided that Tenant gives Landlord
notice on or before the date which is six (6) months prior to the Expiration
Date, upon the mutual agreement of Landlord and Tenant, the Lease shall be
renewed for one (1) additional five (5) year term (the "Extended Term") on the
same terms and provisions (other than with respect to renewal) as the Fixed
Term, as set forth in the Lease; (ii) provided that Tenant gives Landlord notice
on or before the date which is six (6) months prior to the expiration of the
Extended Term, upon the mutual agreement of Landlord and Tenant, the Lease shall
be renewed for one (1) additional five (5) year term (the "Second Extended
Term") on the same terms and provisions (other than with respect to renewal) as
the Fixed Term, as set forth in the Lease; and (iii) provided that Tenant gives
Landlord notice on or before the date which is six (6) months prior to the
expiration of the Second Extended Term, upon the mutual agreement of Landlord
and Tenant, the Lease shall be renewed for one (1) additional five (5) year term
(the "Third Extended Term") on the same terms and provisions (other than with
respect to renewal) as the Fixed Term, as set forth in the Lease. Tenant's right
to so extend the Term of the Lease is conditioned on Landlord's prior approval
of the Extended Term, Second Extended Term, or Third Extended Term, as the case
may be. The term "Term" used in this Agreement means the Fixed Term, Extended
Term, Second Extended Term and Third Extended Term, as appropriate. The term
"Lease Year" means each twelve (12) month period during the Term commencing on
January 1 and ending on December 31, except the first Lease Year of each Lease
shall be the period from the Commencement Date through the following December
31, and the last Lease Year shall end on the date of termination of the Lease if
a day other than December 31. Landlord may terminate this Lease prior to the
expiration of the Term hereof, at any time following the date which is five (5)
years from the date hereof, upon written notice to Tenant not less than eighteen
(18) months prior to the effective date of such termination.
ARTICLE II
RENT
2.1 Base Rent. Tenant shall pay Landlord Base Rent for the Term in
advance in consecutive monthly installments payable on the first day of each
month during the Term, the Extended Term, Second Extended Term and the Third
Extended Term, commencing on the Commencement Date provided for in Section 1.03
of the Master Agreement, in accordance with the Base Rent Schedule attached
hereto as Exhibit B.
2.2 Additional Rent. The Base Rent shall be subject to such increases
over the Term as determined pursuant to Section 2.02 of the Master Agreement.
2.3 Other Additional Rent. Tenant shall also pay all Other Additional
Rent with respect to the Leased Property, as set forth in the Master Agreement.
2
<PAGE> 3
ARTICLE III
OTHER TERMS AND CONDITIONS
3.1 Master Agreement Incorporated Herein. This Amended and Restated
Lease Agreement constitutes a "Lease" pursuant to the Master Agreement and all
provisions of the Master Agreement (except any provisions expressly therein not
to be a part of an individual lease of leased property) are hereby incorporated
in and are a part of this Lease of the Leased Property.
3.2 Recordation. At the request of Landlord or Tenant, a short form
memorandum of this Lease may be recorded in the real estate records of any
county which Landlord or Tenant deems appropriate in order to provide legal
notice of the existence hereof.
IN WITNESS WHEREOF, the Landlord and the Tenant have executed this
Lease or caused the same to be executed by their respective duly authorized
officers as of the date first set forth above.
CCA PRISON REALTY TRUST
By:
----------------------------------
Title:
-------------------------------
USCC, INC.
By:
----------------------------------
Title:
-------------------------------
OTTER CREEK CORRECTIONAL CENTER, INC.
By:
----------------------------------
Title:
-------------------------------
3
<PAGE> 4
CORRECTIONS CORPORATION OF AMERICA
By:
----------------------------------
Title:
-------------------------------
4
<PAGE> 5
EXHIBIT A
[Legal Description of Leased Property]
<PAGE> 6
EXHIBIT B
Base Rent Schedule
(Property: Otter Creek Correctional Center, Inc.)
Tenant will pay to Landlord annual Base Rent of $3,740,000.00 payable
in equal monthly instalments beginning on the Commencement Date of $311,667.00.
Base Rent for the Extended Term, Second Extended Term and Third
Extended Term shall be equal to the fair market rental value of the Leased
Property as of the respective commencement dates thereof.
<PAGE> 7
EXHIBIT C
Mortgage Debt
(Property: Otter Creek Correctional Center, Inc.)
This property is subject to the following Mortgage Debt: (or subsequent
Mortgage Debt)
<PAGE> 8
EXHIBIT D
Permitted Exceptions
(Property: Otter Creek Correctional Center, Inc.)
<PAGE> 1
Exhibit 10.4
AMENDED AND RESTATED LEASE AGREEMENT
(River City Correctional Center, Inc.)
THIS LEASE AGREEMENT ("Lease") dated as of the 17th day of April, 1998,
by and between CCA PRISON REALTY TRUST, a Maryland real estate investment trust
("CCA REIT"), and USCC, INC., a Kentucky corporation ("USCC") (collectively, the
"Landlord") and CORRECTIONS CORPORATION OF AMERICA, a Tennessee corporation
("CCA") and RIVER CITY CORRECTIONAL CENTER, INC., a Kentucky corporation
("Subsidiary") (collectively, the "Tenant").
R E C I T A L S:
WHEREAS, Landlord and Tenant are parties to a Master Agreement to Lease
dated July 17, 1997, as amended by First Amendment to Master Agreement to Lease
dated as of April 17, 1998 (the "Master Agreement") which sets forth certain
agreements of the parties with respect to the lease of various properties
including the property that is the subject of this Lease;
WHEREAS, USCC, as Landlord, and Subsidiary, as Tenant, are parties to a
Lease Agreement dated as of April 17, 1998 whereby USCC has leased certain
property described therein to Subsidiary (the "Original Lease"); and
WHEREAS, CCA REIT has become the ultimate parent of USCC and CCA is the
parent of Subsidiary and the parties desire to amend and restate the Original
Lease;
NOW, THEREFORE, in consideration of the premises and of their
respective agreements and undertakings herein, Landlord and Tenant agree that
the Original Lease is hereby amended and restated as follows:
ARTICLE I
PREMISES AND TERM
1.1 Leased Property. Landlord hereby leases to Tenant and Tenant leases
from Landlord the Land located in Louisville, Jefferson County, Kentucky,
described in Exhibit A hereto, and all Improvements, Fixtures, and Personal
Property thereon or thereto (each as defined in the Master Agreement, and,
together with said Land, the "Leased Property");
SUBJECT, HOWEVER, to the lien of the mortgage debt described in Exhibit
B hereto, if any, and to all easements, liens, encumbrances, restrictions,
agreements, and other title matters existing as of the date hereof and listed in
Exhibit C hereto (collectively "Permitted Exceptions").
1.2 Term. The initial term (the "Fixed Term") of the Lease shall be for
a fixed term of ten (10) years commencing on May 1, 1998 (the "Commencement
Date") and expiring on April 30, 2008 (the "Expiration Date"). The Term of this
Lease may be renewed on the mutual agreement
<PAGE> 2
of Landlord and Tenant as follows: (i) provided that Tenant gives Landlord
notice on or before the date which is six (6) months prior to the Expiration
Date, upon the mutual agreement of Landlord and Tenant, the Lease shall be
renewed for one (1) additional five (5) year term (the "Extended Term") on the
same terms and provisions (other than with respect to renewal) as the Fixed
Term, as set forth in the Lease; (ii) provided that Tenant gives Landlord notice
on or before the date which is six (6) months prior to the expiration of the
Extended Term, upon the mutual agreement of Landlord and Tenant, the Lease shall
be renewed for one (1) additional five (5) year term (the "Second Extended
Term") on the same terms and provisions (other than with respect to renewal) as
the Fixed Term, as set forth in the Lease; and (iii) provided that Tenant gives
Landlord notice on or before the date which is six (6) months prior to the
expiration of the Second Extended Term, upon the mutual agreement of Landlord
and Tenant, the Lease shall be renewed for one (1) additional five (5) year term
(the "Third Extended Term") on the same terms and provisions (other than with
respect to renewal) as the Fixed Term, as set forth in the Lease. Tenant's right
to so extend the Term of the Lease is conditioned on Landlord's prior approval
of the Extended Term, Second Extended Term, or Third Extended Term, as the case
may be. The term "Term" used in this Agreement means the Fixed Term, Extended
Term, Second Extended Term and Third Extended Term, as appropriate. The term
"Lease Year" means each twelve (12) month period during the Term commencing on
January 1 and ending on December 31, except the first Lease Year of each Lease
shall be the period from the Commencement Date through the following December
31, and the last Lease Year shall end on the date of termination of the Lease if
a day other than December 31. Landlord may terminate this Lease prior to the
expiration of the Term hereof, at any time following the date which is five (5)
years from the date hereof, upon written notice to Tenant not less than eighteen
(18) months prior to the effective date of such termination.
ARTICLE II
RENT
2.1 Base Rent. Tenant shall pay Landlord Base Rent for the Term in
advance in consecutive monthly installments payable on the first day of each
month during the Term, the Extended Term, Second Extended Term and the Third
Extended Term, commencing on the Commencement Date provided for in Section 1.03
of the Master Agreement, in accordance with the Base Rent Schedule attached
hereto as Exhibit B.
2.2 Additional Rent. The Base Rent shall be subject to such increases
over the Term as determined pursuant to Section 2.02 of the Master Agreement.
2.3 Other Additional Rent. Tenant shall also pay all Other Additional
Rent with respect to the Leased Property, as set forth in the Master Agreement.
2
<PAGE> 3
ARTICLE III
OTHER TERMS AND CONDITIONS
3.1 Master Agreement Incorporated Herein. This Amended and Restated
Lease Agreement constitutes a "Lease" pursuant to the Master Agreement and all
provisions of the Master Agreement (except any provisions expressly therein not
to be a part of an individual lease of leased property) are hereby incorporated
in and are a part of this Lease of the Leased Property.
3.2 Recordation. At the request of Landlord or Tenant, a short form
memorandum of this Lease may be recorded in the real estate records of any
county which Landlord or Tenant deems appropriate in order to provide legal
notice of the existence hereof.
IN WITNESS WHEREOF, the Landlord and the Tenant have executed this
Lease or caused the same to be executed by their respective duly authorized
officers as of the date first set forth above.
CCA PRISON REALTY TRUST
By:
----------------------------------
Title:
-------------------------------
USCC, INC.
By:
----------------------------------
Title:
-------------------------------
RIVER CITY CORRECTIONAL CENTER, INC.
By:
----------------------------------
Title:
-------------------------------
3
<PAGE> 4
CORRECTIONS CORPORATION OF AMERICA
By:
----------------------------------
Title:
-------------------------------
4
<PAGE> 5
EXHIBIT A
[Legal Description of Leased Property]
<PAGE> 6
EXHIBIT B
Base Rent Schedule
(Property: River City Correctional Center, Inc.)
Tenant will pay to Landlord annual Base Rent of $2,079,000.00 payable
in equal monthly instalments beginning on the Commencement Date of $173,250.00.
Base Rent for the Extended Term, Second Extended Term and Third
Extended Term shall be equal to the fair market rental value of the Leased
Property as of the respective commencement dates thereof.
<PAGE> 7
EXHIBIT C
Mortgage Debt
(Property: River City Correctional Center, Inc.)
This property is subject to the following Mortgage Debt: (or subsequent
Mortgage Debt)
<PAGE> 8
EXHIBIT D
Permitted Exceptions
(Property: River City Correctional Center, Inc.)
