Oklahoma-Cushing Purchase and Sale Agreement - Cushing Municipal Authority and Corrections Corporation of America
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (the "Agreement") for the convenience
of the parties hereto dated as of November 26, 1997, but effective upon the
Closing Date, is entered into by and among the CUSHING MUNICIPAL AUTHORITY, an
Oklahoma Public Trust (the "Authority"), and CORRECTIONS CORPORATION OF AMERICA,
a Tennessee corporation ("CCA").
W I T N E S S E T H:
WHEREAS, CCA desires to purchase the Facility, and the Authority
desires to sell the Facility to CCA and to use the proceeds therefrom in
furtherance of its government purposes; and,
WHEREAS, the parties desire to set forth in this Agreement the terms
and provisions relating to said purchase and sale.
NOW, THEREFORE, in consideration of Ten Dollars ($10.00) cash in hand
paid by CCA to the Authority, receipt thereof is hereby acknowledged by the
Authority, and for other good and valuable consideration, the parties hereto
agree as follows:
ARTICLE I
DEFINITIONS
In each and every place in and throughout this Agreement, whenever the
following terms, or any of them are used, unless the context shall clearly
indicate another or different meaning or intent, they shall have the following
meanings:
"Bank" shall mean First Union National Bank of North Carolina, in its
capacity as issuer of the Letter of Credit.
"Bonds" or "1996 Bonds" shall mean the Cushing Municipal Authority
Correctional Facility Revenue Bonds, Series 1996 in the aggregate principal
amount of $36,070,000 issued by the Authority pursuant to the terms and
provisions of that certain Bond Indenture (the "Indenture"), dated as of October
1, 1996, between the Authority and Liberty Bank and Trust Company of Oklahoma
City, National Association, as Trustee (the "Trustee").
"Closing" or "Closing Date" shall mean the date that the consideration
under Section 2.3(i) and (ii) is paid by CCA and the Authority conveys the
Facility to CCA, but in no event later than December 1, 1997, unless otherwise
mutually agreed to by the parties.
"Facility" shall mean the real property, easements, fixtures, personal
property and incorporeal hereditaments located on the Land, and any additions or
improvements thereto, including the Cimarron Correctional Facility, a 500-cell
medium security correctional facility constructed and placed thereon.
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"Land" shall mean the real property comprising approximately 71 acres
and located in the City of Cushing, Payne County, Oklahoma, described on Exhibit
A, attached hereto and incorporated herein, and upon which the Facility is
constructed.
"Letter of Credit" shall mean that certain Letter of Credit dated the
date of issuance of the Bonds issued by the Bank in the maximum amount of
$36,761,753.42.
"Management Agreement" shall mean the Management Services Agreement
dated as of April 1, 1996, by and between CCA and the Authority pertaining to
the operation and management of the Facility by CCA, including any amendments or
supplements thereto.
"Reimbursement Agreement" shall mean the Reimbursement and Credit
Agreement dated as of October 1, 1996, between the Authority and CCA, and any
amendments and supplements thereto.
"Training Services Agreement" means the Training Services Agreement
dated as of October 1, 1996, by and between CCA and the Authority pertaining to
the pretraining and preparation relating to the Facility, including any
amendments or supplements thereto.
ARTICLE II
CONVEYANCE OF FACILITY
2.1 Conveyance. (a) On the Closing Date, and upon payment by CCA to or
on behalf of the Authority of the consideration set out in Section 2.3(i) and
(ii) below, the Authority will convey to CCA the Land, buildings and
improvements comprising the Facility by Warranty Deed, in the same form attached
hereto as Exhibit B, and the machinery, equipment and other items of personal
property comprising the Facility by Bill of Sale and Assignment, in the same
form attached hereto as Exhibit C. The Bill of Sale and Assignment will include
an assignment of all right, title and interest of the Authority under (i) the
Monitor Agreement, dated as of August 29, 1995, between the Authority and Norris
& Associates, Inc., and (ii) the Marketing Services Agreement, dated as of
August 29, 1995, between the Authority and Capitol Consultants relating to the
Facility, and an assumption by CCA of all obligations of the Authority under
said agreements from and after the Closing.
(b) CCA may obtain, at its option and at its expense, (i) an
owner's title insurance commitment from a title insurance company of its choice
to issue a title insurance policy insuring marketable fee simple title to the
Facility to CCA, which will contain only those title exceptions described in the
Warranty Deed attached hereto as Exhibit B, (ii) an as-built survey for the
Facility prepared by an Oklahoma registered land surveyor of its choice, which
will disclose no matters affecting the Facility other than those described in
the Warranty Deed attached hereto as Exhibit B, (iii) a Phase I environmental
site assessment report for the Facility from an environmental engineer of its
choice, which will disclose no adverse or material environmental matters
affecting the Facility other than those matters caused or created by CCA, and/or
(iv) a going concern appraisal. The
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Authority agrees to execute and deliver to the title company issuing said title
insurance policy on or before the Closing such resolutions, consents, notices
and title affidavits and certifications reasonably requested or customarily
required by the title company in order to enable the title company to issue its
title policy to CCA, upon payment of the premium therefor, without title
exceptions or requirements other than those title exceptions contained in the
Warranty Deed attached hereto as Exhibit B and with the standard preprinted
title exceptions deleted therefrom.
2.2 Exclusions from Conveyance. (i) It is specifically acknowledged and
agreed by the parties that CCA is not acquiring the rights to the Authority's
inmate pay telephone service agreement relating to the Facility, or to any
renewals or replacements thereof entered into by the Authority, as part of this
transaction. CCA agrees to allow the Authority and the vendor under the inmate
pay telephone service agreement with the Authority access to the inmate pay
telephone equipment in the Facility during normal business hours upon reasonable
notice to operate, maintain and repair the equipment.
(ii) On the Closing Date, CCA agrees to convey to the
Authority a Utility Easement and a Roadway Easement in the same forms attached
hereto as Exhibit D. It is specifically acknowledged and agreed by the parties
that CCA is not acquiring the electric poles, electric lines and appurtenances,
water lines and sewer lines which are physically located within such Utility
Easement or Roadway Easement.
2.3 Consideration. (i) On the Closing Date, CCA will pay to the
Authority the amount of One Million Five Hundred Thousand Dollars ($1,500,000)
by cashier's or certified check or wire transfer funds, subject to the
prorations set forth in Section 2.4.
(ii) As additional consideration to the Authority hereunder,
on the Closing Date, CCA will reimburse the Bank the amount paid by the Bank
under the Letter of Credit to the Trustee in order to prepay, in full, the
principal amount of the 1996 Bonds, without premium, plus accrued interest
through and including the Closing Date. The foregoing payment by CCA shall be
without any reimbursement by the Authority to CCA under the Reimbursement
Agreement, which reimbursement obligation of the Authority CCA forgives,
releases and forever discharges the Authority from and after the Closing. On the
Closing Date, the Authority will provide written instructions to the Trustee
directing the Trustee to pay to CCA the amount of all surplus funds held by the
Trustee under the Indenture as an additional management fee to CCA under the
Management Agreement.
(iii) As additional consideration to the Authority hereunder,
CCA agrees that the Authority shall be the sole provider of the following
utility services for the Facility: electric, water, sewer and gas; provided that
the amount charged by the Authority for gas shall not exceed the best applicable
rate published by Arkansas Louisiana Gas Company for customers of similar size
and usage; and provided further the amount charged by the Authority for
electric, water and sewer services shall not be greater than the rates charged
by the Authority to other commercial customers of similar size and usage.
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<PAGE> 4
(iv) The Authority and CCA each acknowledge and agree that the
consideration for the Facility set forth herein was negotiated by the parties at
arms length. CCA represents that the consideration for the Facility is a fair
price offered by CCA after examination of the cost of other like facilities in
the marketplace, and that CCA is under no obligation to purchase. The Authority
represents that the consideration for the Facility is a fair price agreed to by
the Authority after reasonable investigation and calculation, and that the
Authority is under no obligation to sell.
2.4 Prorations. Real estate taxes with respect to the Land shall be
prorated to the Closing Date. The Authority will pay any special assessments
maturing with respect to the Land to the date of Closing, and special
assessments, if any, maturing on or after the date of Closing shall be paid by
CCA.
2.5 Closing Costs. CCA will pay (i) the recording costs and transfer
taxes to record the Warranty Deed, (ii) the premium for the owner's title
insurance policy issued to CCA, (iii) the cost of the as-built survey, the Phase
I environmental site assessment report and the going concern appraisal obtained
by CCA, (iv) the legal expenses of J. Stewart Arthurs, as counsel to the
Authority, and J. Scott Brown, as bond counsel, and (v) the expense to calculate
as provided in the Indenture the rebate amount of earnings, if any, due to the
federal government, and the rebate amount of earnings, if any, determined by
such calculation to be owed to the federal government.
2.6 Termination of Agreements. Upon and after the Closing, the
Management Agreement and the Training Services Agreement shall each terminate
and shall be of no further force or effect; provided, however, that (i) the fees
due to CCA under the Management Agreement for services provided by CCA prior to
the Closing shall be billed, collected and paid to CCA as provided in the
Management Agreement and (ii) the indemnification provisions contained in the
Management Agreement shall continue in full force and effect with respect to any
act or cause of action occurring or accruing prior to the Closing. The Authority
agrees to authorize and direct the Trustee under the Indenture to pay to CCA any
amounts received by the Trustee subsequent to the Closing from any Transferring
Entities (as defined in the Management Agreement) for services provided by the
Authority or CCA prior to the Closing. The Authority agrees to assist and to
cooperate in good faith with CCA in connection with the billing, collection and
payment of all such fees, and agrees to promptly remit to CCA any payments it
receives for such fees. Notwithstanding the foregoing, CCA acknowledges and
agrees that the obligation of the Authority to make any payments under the
Management Agreement shall be limited and special obligations of the Authority
payable solely from the amounts received from the Transferring Entities (as
defined in the Management Agreement) and shall never become a debt or obligation
of any trustee, employee or officer of the Authority.
2.7 Further Assurances/Cooperation. CCA and the Authority 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.
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<PAGE> 5
ARTICLE III
REPRESENTATIONS
3.1 Representations and Covenants by CCA. CCA makes the following
representations as the basis for the undertakings on its part herein contained
and hereby covenants and agrees:
(a) CCA is a corporation duly incorporated under the laws of
Tennessee and is qualified to do business in and is in good standing in
Oklahoma.
(b) Neither the execution and delivery of this Agreement, the
consummation of the transactions contemplated hereby, nor the fulfillment of or
compliance with the terms and conditions of this Agreement conflict with or
result in a breach of any of the terms, conditions or provisions of any
corporate restriction or any agreement or instrument to which CCA is now a party
or by which it is bound, or constitute a default under any of the foregoing, or
result in the creation or imposition of any prohibited lien, charge or
encumbrance of any nature whatsoever upon any of the property or assets of CCA
under the terms of any instrument or agreement.
(c) CCA has full power and authority to execute and deliver
this Agreement and upon such execution and delivery, said document shall be
valid and legally binding against CCA in accordance with its terms.
3.2 Representations by the Authority. The Authority has been duly
created and is existing under the laws of the State of Oklahoma and under the
Trust Indenture creating the Authority it has the power to enter into the
transactions contemplated by, and to carry out its obligations under, this
Agreement and will do or cause to be done all things necessary to keep the
Authority in existence and in good standing so long as necessary for the
purposes thereof. The Authority is not in default under any of the provisions
contained in its Trust Indenture or in the laws of Oklahoma or in any other
instrument by which it is bound. By proper action of its Trustees, the Authority
has been duly authorized to execute, deliver and perform this Agreement, the
Warranty Deed attached hereto as Exhibit B, and the Bill of Sale and Assignment
attached hereto as Exhibit C.
ARTICLE IV
MISCELLANEOUS
4.1 Successors and Assigns. All terms, provisions, conditions,
covenants, warranties and agreements contained herein shall be binding upon the
successors and assigns of both the Authority and CCA and all such terms,
provisions, conditions, covenants, warranties and agreements shall likewise
inure to the benefit of everyone who may at any time be a beneficiary hereunder.
4.2 Preservation and Inspection of Documents. All documents received by
CCA or the Authority under the provisions of this Agreement shall be retained in
its possession and shall be subject at all reasonable times to the inspection of
CCA and the Authority and their agents and their
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<PAGE> 6
representatives, any of whom may make copies thereof under such reasonable terms
and regulations as the holder of such documents may set out.
4.3 Parties Interested Herein. Nothing in this Agreement expressed or
implied is intended or shall be construed to confer upon, or to give to, any
person or corporation, other than the Authority or CCA, any right, remedy or
claim under or by reason of this Agreement or any covenant, condition or
stipulation thereon.
4.4 Severability of Invalid Provisions. If any one or more of the
covenants or agreements provided in this Agreement on the part of the parties
hereto to be performed should be contrary to law, then such covenant or
covenants or agreement or agreements shall be deemed severable from the
remaining covenants and agreements, and shall in no way affect the validity of
the other provisions of this Agreement.
4.5 Consents and Approvals. Whenever the written consent or approval of
any party hereto shall be required under the provisions of this Agreement, such
consent or approval shall not be unreasonably withheld or delayed.
4.6 Notices, Demands and Requests. All notices, demands and requests to
be given or made hereunder to or by the parties shall be in writing and shall be
properly made if delivered personally, or sent by registered or certified mail,
or by a nationally recognized express courier service, all charges prepaid, to
the other party at the address set forth below, or at such other address as may
hereafter be provided in writing. The date of personal delivery, or the date of
mailing or of delivery to such nationally recognized express courier service, as
the case may be, shall be the date of such notice, demand or request:
(a) AUTHORITY
Cushing Municipal Authority
City Hall
P. O. Box 311
Cushing, Oklahoma 74023-0311
Attn: Chairman
(b) CCA
Doctor R. Crants
Chairman and Chief Executive Officer
Corrections Corporation of America
10 Burton Hills Boulevard
Nashville, Tennessee 37215
4.7 Counterparts. This Agreement may be executed in several
counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.
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4.8 Applicable Law. This Agreement shall be governed exclusively by
the applicable laws of the State of Oklahoma.
4.9 Section Headings Not Controlling. The headings of the several
sections of this Agreement have been prepared for convenience of reference only
and shall not control, affect the meaning of, or be taken as an interpretation
of any provision of this Agreement.
4.10 Amendment. This Agreement may only be amended by mutual agreement
in writing signed between the parties.
4.11 Entire Agreement. The foregoing represents the entire agreement
between the parties.
4.12 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.
4.13 Broker and Commission. CCA and the Authority each warrant to the
other than no broker has been involved in the transactions set forth in this
Agreement, and each will indemnify and hold the other party harmless from any
claims for broker commissions arising from such party's actions.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by its duly authorized officers all as of the day and year first above
written.
(SEAL) CUSHING MUNICIPAL AUTHORITY
ATTEST:
/s/ Joe R. Manning, Jr.
-----------------------------------
Joe R. Manning, Jr., Chairman
/s/ Albertein Flint
-----------------------------
Secretary
CORRECTIONS CORPORATION OF
AMERICA
By: /s/ Doctor R. Crants
-------------------------------
Title: Chairman & CEO
----------------------------
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<PAGE> 8
STATE OF OKLAHOMA )
) SS
COUNTY OF PAYNE )
The foregoing instrument was acknowledged before me this 1st day of
December, 1997, by Joe R. Manning, Jr., Chairman of Cushing Municipal Authority,
a public trust, on behalf of said Authority.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Brenda D. Butcher
---------------------------------
Notary Public
My Commission Expires:
9-9-2001
----------------------
STATE OF TENNESSEE )
) SS
COUNTY OF DAVIDSON )
The foregoing instrument was acknowledged before me this 26th day of
November, 1997, by Doctor R. Crants, the Chairman & CEO of Corrections
Corporation of America, on behalf of said corporation.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Carole M. Maxson
-------------------------------------
Notary Public
My Commission Expires:
9/23/2000
----------------------
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<PAGE> 9
EXHIBIT A
(Real Estate Description)
(Cimarron Correctional Facility)
A tract, piece or parcel of land in the Southwest Quarter (SW/4) of Section
Sixteen (16), Township Seventeen (17) North, Range Five (5) East of the Indian
Meridian, Payne County, State of Oklahoma, more particularly described as
follows: Beginning at a 40D nail for the SW corner of said SW/4; thence N
89(degree)17'22" E, along the South line of said SW/4 a distance of 2595.89 feet
to a 1/2 inch iron pin at the SE corner of said SW/4; thence N 01(degree)23'02"
W a distance of 986.67 feet to a 1/2 inch iron pin at the NE corner of the S1/2
of the NE/4, SE/4, SW/4; thence S 89(degree)25'49" W a distance of 646.01 feet
to a 1/2 inch iron pin at the NW corner of S/2, NE/4, SE/4, SW/4; thence N
01(degree)12'40" W a distance of 329.41 feet to a 1/2 inch iron pin at the NE
corner of the W/2, SE/4, SW/4; thence S 89(degree)28'39" W a distance of 645.02
feet to a 1/2 inch iron pin at the NE corner of the SW/4, SW/4; thence S
81(degree)44'00" W a distance of 1301.39 feet to a 40D nail on the West line of
said SW/4; thence S 00(degree)41'45" E, along the West line of said SW/4 a
distance of 1148.57 feet to the point or place of beginning.
<PAGE> 10
EXHIBIT B
WARRANTY DEED
<PAGE> 11
EXHIBIT C
BILL OF SALE AND ASSIGNMENT
STATE OF OKLAHOMA ss.
ss. KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF _________________ ss.
THAT, CUSHING MUNICIPAL AUTHORITY, a duly formed Public Trust of the State of
Oklahoma, acting by and through its trustees ("Grantor" or "Seller"), for and in
consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and
valuable consideration to it in hand paid by CORRECTIONS CORPORATION OF AMERICA,
a Tennessee corporation ("Grantee" or "Purchaser"), to the extent legally
permissible, has GRANTED, SOLD, ASSIGNED, TRANSFERRED, CONVEYED, and DELIVERED
and does by these presents GRANT, SELL, ASSIGN, TRANSFER, CONVEY, and DELIVER
unto the said Purchaser, all of Seller's right, title and interest in and to the
following described properties, rights, and interests (the "Personal Property"),
located on or about that certain land described on Exhibit A, attached hereto
and incorporated herein for all purposes, or the buildings, improvements,
structures and fixtures thereon (the "Real Property"), or used in connection
with the operation thereof:
All permits, licenses (but excluding Seller's business and
operating licenses), approvals, entitlements and other government,
quasi-government and non-government authorizations including,
without limitation, certificates of use and occupancy, required in
connection with the ownership, planning, development, construction,
use, operation or maintenance of the Real Property, to the extent the
same are assignable by Seller, any leases, contract rights, loan
agreements, mortgages, easements, covenants, restrictions or other
agreements or instruments affecting all or a portion of the Real
Property or Personal Property, to the extent the same are assignable by
Seller, and other intangible property or any interest therein owned or
held by Seller in connection with the Real Property, including all
rights to use the trade name applicable to the Real Property, and
zoning rights related to the Real Property, or any part thereof, and
Seller's accounts receivable relating to the Real Property, to the
extent the same are assignable by Seller; provided, however, such
Personal Property shall not include the general corporate trademarks,
trade names (except as set forth above), service marks, logos or
insignia or the books and records of Seller and Seller's business and
operating licenses for the facilities on the Real Property.
All warranties and guaranties with respect to the Real
Property or Personal Property, whether express or implied, which Seller
now holds or under which Seller is the beneficiary, to the extent the
same are assignable by Seller.
All site plans, surveys, soil and substrata studies,
architectural drawings, plans and specifications, engineering plans and
studies, floor plans, landscape plans, Americans with Disabilities Act
compliance reports, environmental reports and studies, professional
inspection reports, construction and/or architect's reports or
certificates, feasibility studies,
<PAGE> 12
appraisals, and other similar plans and studies that relate to the Real
Property, to the extent the same are assignable by Seller.
That certain Monitor Agreement, dated as of August 29, 1995,
between the Seller and Norris & Associates, Inc., and that certain
Marketing Services Agreement, dated as of August 29, 1995, between the
Seller and Capitol Consultants.
All furnishings, equipment, tools, machinery, fixtures,
appliances, and all other tangible personal property located on or
about the Real Property or used in connection with the operation
thereof which is owned by Seller including, but not limited to, all
those items of tangible personal property described on Exhibit B,
attached hereto and incorporated herein for all purposes.
THERE IS EXPRESSLY EXCLUDED FROM THE PERSONAL PROPERTY THE
FOLLOWING: (i) all those items of tangible and intangible personal property
described on Exhibit C, attached hereto and incorporated herein for all
purposes, (ii) personal property owned by employees of Seller and personal
property owned by inmates housed at the Real Property, and (iii) except as
otherwise specifically provided herein, all management, service and operating
agreements and contracts entered into by Seller with respect to the Real
Property or the Personal Property, including, but not limited to, agreements and
contracts to house inmates at the Real Property and the inmate pay telephone
service agreement relating to the Real Property, including any renewals or
replacements thereof entered into by the Seller.
TO HAVE AND TO HOLD the Personal Property unto the said Purchaser, its
successors and assigns, forever, and Seller does hereby bind itself and its
successors to warrant and forever defend, all and singular, title to the said
Personal Property unto the said Purchaser, its successors and assigns, against
every person whomsoever lawfully claiming or to claim the same, or any part
thereof by, through or under Seller, but not further or otherwise.
Seller and its successors hereby warrants, represents, covenants and
agrees with Purchaser as follows:
(i) That Seller is the owner of the Personal Property, which Personal
Property is free and clear of any and all liens, security interests, or other
encumbrances;
(ii) That Seller shall indemnify and hold harmless Purchaser from and
against any and all liability, loss, damage, cost or expense, including
reasonable attorneys' fees, which Purchaser may suffer or incur by reason of any
act or cause of action occurring or accruing prior to the effective date hereof
and arising out of the ownership and/or operation of the Real Property or the
Personal Property, except for any liability, loss, damage, cost or expense
arising out of the actions or omissions of the Purchaser and except for any
matters which Purchaser has agreed to indemnify and hold the Seller harmless
from and against as set forth in that certain Management Services Agreement
dated as of April 1, 1996, between the Seller and Purchaser.
<PAGE> 13
Purchaser and its successors and assigns hereby warrant, represent,
covenant and agree with Seller that Purchaser shall indemnify and hold harmless
Seller from and against any and all liability, loss, damage, cost or expense,
including reasonable attorneys' fees, which Seller may suffer or incur by reason
of any act or cause of action occurring or accruing subsequent to the effective
date hereof and arising out of the ownership and/or operation of the Real
Property or the Personal Property, except any liability, loss, damage, cost or
expense arising out of the actions or omissions of the Seller.
The agreements, covenants, warranties and representations herein set
forth shall be binding upon and shall inure to the benefit of Seller and
Purchaser and their respective successors and assigns.
IN WITNESS WHEREOF, the parties hereto have caused this Bill of Sale
and Assignment to be executed by its duly authorized officers effective as of
December 1, 1997.
SELLER:
CUSHING MUNICIPAL AUTHORITY
-------------------------------------
(SEAL) Joe R. Manning, Jr., Chairman
ATTEST:
------------------------------
Secretary
PURCHASER:
CORRECTIONS CORPORATION OF AMERICA
By:
----------------------------------
Title:
------------------------------
<PAGE> 14
STATE OF OKLAHOMA )
) SS
COUNTY OF______________ )
The foregoing instrument was acknowledged before me this _____ day of
_____________, 1997, by Joe R. Manning, Jr., Chairman of Cushing Municipal
Authority, a public trust, on behalf of said Authority.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
-------------------------------------
Notary Public
My Commission Expires:
----------------------
STATE OF ________________ )
) SS
COUNTY OF _______________ )
The foregoing instrument was acknowledged before me this _____ day of
______________, 1997, by ____________________________, the
________________________________ of Corrections Corporation of America, on
behalf of said corporation.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
-------------------------------------
Notary Public
My Commission Expires:
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<PAGE> 15
Exhibit A to Bill of Sale and Assignment
Property Description
A tract, piece or parcel of land in the Southwest Quarter (SW/4) of
Section Sixteen (16), Township Seventeen (17) North, Range Five (5)
East of the Indian Meridian, Payne County, State of Oklahoma, more
particularly described as follows: Beginning at a 40D nail for the SW
corner of said SW/4; thence N 89(degree)17'22" E, along the South line
of said SW/4 a distance of 2595.89 feet to a 1/2 inch iron pin at the
SE corner of said SW/4; thence N 01(degree)23'02" W a distance of
986.67 feet to a 1/2 inch iron pin at the NE corner of the S1/2 of the
NE/4, SE/4, SW/4; thence S 89(degree)25'49" W a distance of 646.01 feet
to a 1/2 inch iron pin at the NW corner of S/2, NE/4, SE/4, SW/4;
thence N 01(degree)12'40" W a distance of 329.41 feet to a 1/2 inch
iron pin at the NE corner of the W/2, SE/4, SW/4; thence S
89(degree)28'39" W a distance of 645.02 feet to a 1/2 inch iron pin at
the NE corner of the SW/4, SW/4; thence S 81(degree)44'00" W a distance
of 1301.39 feet to a 40D nail on the West line of said SW/4; thence S
00(degree)41'45" E, along the West line of said SW/4 a distance of
1148.57 feet to the point or place of beginning, a tract to contain
70.926 acres more or less.
<PAGE> 16
Exhibit B to Bill of Sale and Assignment
Items of Personal Property
See Exhibit B-1 to Bill of Sale and Assignment, attached hereto and
incorporated herein. Seller and Purchaser agree to attach as Exhibit B to this
Bill of Sale and Assignment an updated schedule of the items of tangible
personal property as soon as the same is completed, and when so attached such
schedule shall be deemed a part of this Bill of Sale and Assignment.
<PAGE> 17
Exhibit B-1 to Bill of Sale and Assignment
Items of Personal Property
<PAGE> 18
Exhibit C to Bill of Sale and Assignment
Seller's Excluded Personal Property
Asset Number Vendor Description
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NONE