Administrative Services Agreement [Amendment No. 1] - Corrections Corporation of America and Prison Management Services Inc.
AMENDMENT NUMBER ONE
TO
ADMINISTRATIVE SERVICES AGREEMENT
This AMENDMENT NUMBER ONE TO ADMINISTRATIVE SERVICES AGREEMENT (the
"Amendment") is entered into on this 29th day of September, 2000, by and between
CORRECTIONS CORPORATION OF AMERICA, a Tennessee corporation formerly known as
Correctional Management Services Corporation (the "Company"), and PRISON
MANAGEMENT SERVICES, INC., a Tennessee corporation ("PMSI"). Any capitalized
terms used herein and not otherwise defined shall have such meaning as may be
ascribed to them in the Administrative Services Agreement, as defined below.
WITNESSETH:
WHEREAS, the Company and PMSI are parties to that certain
Administrative Services Agreement, dated as of January 1, 1999, a copy of which
is attached hereto as Exhibit A (the "Administrative Services Agreement"),
pursuant to which the Company provides certain services to PMSI in exchange for
the payment of a fee by PMSI as set forth in the Administrative Services
Agreement; and
WHEREAS, the Company and PMSI desire to amend the terms of the
Administrative Services Agreement to increase the payments due from PMSI to the
Company thereunder as set forth below.
NOW, THEREFORE, for and in consideration of the foregoing and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. Amendments to Administrative Services Agreement.
1.1 Management Fee. Effective January 1, 2000, and subject to the terms
and provisions and the satisfaction of the conditions set forth hereinafter, the
Administrative Services Agreement shall be amended by deleting the existing
language of Section 2(a) of the Administrative Services Agreement, and in lieu
thereof inserting the following language:
"(a) Management Fee. For and in consideration of the Company's
performance of its duties under this Agreement, Service Company shall
pay to the Company a monthly management fee equal to four hundred fifty
thousand dollars ($450,000) per month. Such management fee shall be
escalated annually at the rate of four percent (4.0%) per annum."
1.2 License Fee. Effective January 1, 2000, and subject to the terms
and provisions and the satisfaction of the conditions set forth hereinafter, the
Administrative Services Agreement shall be amended by adding a new Section 2(b)
thereto, immediately following Section 2(a) as amended above, containing the
following language:
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"(b) License Fee. For and in consideration of the license described in
subparagraph (j) of Section 1, the Service Company shall pay the
Company, a monthly license fee equal to 2.0% of the Service Company's
monthly management revenues. For the purposes of this section, Service
Company's monthly management revenue shall be defined to mean such
revenues of the Service Company derived solely from the operation and
management of corrections and detention facilities by the Service
Company. Service Company agrees to provide the Company upon request
such financial and other information as may be reasonably required to
determine or confirm the amount of the license fee to be paid
hereunder."
1.3 Miscellaneous Amendments. In connection with the amendments set
forth in Sections 1.1 and 1.2 above, the Administrative Services Agreement shall
be further amended by redesignating Sections 2(b) and 2(c) as Sections 2(c) and
2(d), respectively. In addition, all other provisions contained in the
Administrative Services Agreement, any exhibit or attachment thereto, and any
documents or instruments referred to therein, shall hereby be amended, where
appropriate and the context requires, to reflect the amendments contained in
this Section 1.
2. Authorization. Each party to the Amendment hereby represents and
warrants that the execution, delivery, and performance of the Amendment are
within the powers of each party and have been duly authorized by the party, the
execution and performance of this Amendment by each party have been duly
authorized by all applicable laws and regulations, and this Amendment
constitutes the valid and enforceable obligation of each party in accordance
with its terms.
3. Effect of Amendment. Except as modified or amended herein, all terms
and provisions of the Administrative Services Agreement shall continue and
remain in full force and effect.
4. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be an original, and all of which shall
together constitute one agreement.
5. Headings. Section headings are for convenience or reference only and
shall not be used to construe the meaning of any provision in this Amendment.
6. Governing Law. This Amendment shall be construed in accordance with
the laws of the State of Tennessee.
7. Severability. Should any part of this Amendment be invalid or
unenforceable, such invalidity or unenforceability shall not affect the validity
and enforceability of the remaining portion.
8. Successors. This Amendment shall be binding upon and inure to the
benefit of the respective parties and their permitted assigns and successors in
interest.
9. Waivers. No waiver of any breach of any of the terms or conditions
of this Amendment shall be held to be a waiver of any other or subsequent
breach; nor shall any waiver be
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valid or binding unless the same shall be in writing and signed by the party
alleged to have granted the waiver.
10. Entire Agreement. This Amendment constitutes the entire agreement
of the parties hereto and supersedes all prior agreements and presentations with
respect to the subject matter hereof.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.
CORRECTIONS CORPORATION OF AMERICA
By: /s/ Darrell K. Massengale
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Its: Secretary
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PRISON MANAGEMENT SERVICES, INC.
By: /s/ Darrell K. Massengale
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Its: President
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EXHIBIT A
[intentionally omitted]