Option Agreement [Amendment No. 1] - Juvenile Jail Facility Management Services Inc. and Sodexho Alliance SA
AMENDMENT NUMBER ONE
TO
OPTION AGREEMENT
This AMENDMENT NUMBER ONE TO OPTION AGREEMENT (the "Amendment") is
entered into on this 13th day of November, 2000, by and between JUVENILE AND
JAIL FACILITY MANAGEMENT SERVICES, INC., a Tennessee corporation, or its
designee ("JJFMS"), and SODEXHO ALLIANCE, S.A., a French societe anonyme, or its
designee ("Sodexho").
WITNESSETH:
WHEREAS, JJFMS and Sodexho, among others, are parties to that certain
Stock Acquisition Agreement, dated as of September 11, 2000 (the "Stock
Acquisition Agreement"), pursuant to which: (i) Sodexho agreed to purchase from
CCA (UK) Limited, a company incorporated in England and Wales whose registered
number is 2147489 ("CCA UK"), fifty percent (50%) of the aggregate issued and
outstanding shares of U.K. Detention Services Limited, a company incorporated in
England and Wales whose registered number is 2147491 ("UKDS") (the "UKDS
Shares"); and (ii) Sodexho agreed to purchase from JJFMS fifty percent (50%) of
the aggregate issued and outstanding shares of Corrections Corporation of
Australia Pty. Ltd. A.C.N. 010 921 641, an Australian corporation ("CCA
Australia") (the "CCA Australia Shares");
WHEREAS, JJFMS and Sodexho are also parties to that certain Option
Agreement, dated as of September 11, 2000 (the "Option Agreement"), pursuant to
which Sodexho granted to JJFMS the option to purchase: (i) twenty-five percent
(25%) of the aggregate issued and outstanding shares of UKDS (the "UKDS Option
Shares"); and (ii) twenty-five (25%) of the aggregate issued and outstanding
shares of CCA Australia (the "CCA Australia Option Shares"), provided that the
purchase and sale of the UKDS Shares and the CCA Australia Shares is completed
under the terms of the Stock Acquisition Agreement;
WHEREAS, simultaneously herewith, the parties to the Stock Acquisition
Agreement have amended the terms of such agreement to provide for an adjustment
to the Purchase Price (as such term is defined in the Stock Acquisition
Agreement) of the UKDS Shares and the CCA Australia Shares; and
WHEREAS, in connection with the foregoing, the parties now desire to
amend the terms of the Option Agreement to provide for an adjustment to the
purchase price of the UKDS Option Shares and the CCA Australia Option Shares
under the Option Agreement as set forth herein.
NOW, THEREFORE, for and in consideration of the premises and the mutual
promises, covenants, agreements, and conditions in this Amendment, and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
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1. Amendment to Option Agreement.
1.1 The existing language of Section 3 of the Option Agreement shall be
deleted in its entirety, and, in lieu thereof, the following language shall be
inserted:
"3. Purchase Price of Shares. During the period beginning on the date
of this Agreement and ending on 11:59 p.m., Nashville, Tennessee time,
on the date which is eighteen (18) months from the date of this
Agreement (the "Initial Period"), (i) the aggregate purchase price of
the UKDS Option Shares shall be Three Million One Hundred Twenty-Five
Thousand U.S. Dollars ($3,125,000)(US); and (ii) the aggregate purchase
price of the CCA Australia Option Shares shall be Eight Hundred
Seventy-Five Thousand U.S. Dollars ($875,000)(US). During the period
beginning on the day immediately following the end of the Initial
Period and ending on 11:59 p.m., Nashville, Tennessee time, on the day
of the second anniversary of the date of this Agreement (the
"Subsequent Period"), (i) the aggregate purchase price of the UKDS
Option Shares shall be Three Million Two Hundred Eighty-One Thousand
Two Hundred Fifty U.S. Dollars ($3,281,250)(US), and (ii) the aggregate
purchase price of the CCA Australia Option Shares shall be Nine Hundred
Eighteen Thousand Seven Hundred Fifty U.S. Dollars ($918,750)(US). The
purchase price shall be payable by bank wire transfer or such other
form of payment as may be acceptable to JJFMS and Sodexho."
1.2 All other provisions contained in the Option 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 Purchase Price adjustment and the amendment contained in Section 1.1. above.
2. Authorization. Each of JJMSI and Sodexho hereby represent and
warrant to each other that the execution, delivery, and performance of this
Amendment are within the powers of such party and have been duly authorized by
such party, the execution and performance of this Amendment by such party have
been duly authorized by all applicable laws and regulations, and this Amendment
constitutes the valid and enforceable obligation of such party in accordance
with its terms.
3. Effect of Amendment. Except as modified or amended herein, all terms
and provisions of the Option Agreement shall continue and remain in full force
and effect. Any capitalized terms used herein and not otherwise defined shall
have such meaning as may be ascribed to them in the Option Agreement.
4. Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be deemed to have been
duly given if delivered by hand; mailed (registered or certified mail, postage
prepaid, return receipt requested); or by nationally recognized courier service
as follows:
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If to JJFMS:
Juvenile and Jail Facility Management Services, Inc.
10 Burton Hills Boulevard
Nashville, Tennessee 37215
Attn: Chief Executive Officer and President
With a copy to:
Elizabeth E. Moore, Esq.
Stokes Bartholomew Evans & Petree, P.A.
424 Church Street, Suite 2800
Nashville, Tennessee 37219
If to Sodexho:
Sodexho Alliance, S.A.
3 avenue Newton
78180 Montigny-le-Bretonneux
FRANCE
Attn: Jean-Pierre Cuny
With a copy to:
Howard K. Fuguet, Esq.
Ropes & Gray
One International Place
Boston, Massachusetts 02110
5. Severability. The invalidity or unenforceability of any provision of
this Amendment shall not affect the validity or enforceability of any other term
or provision hereof, and this Amendment in such event shall be construed in all
respects as if any invalid or unenforceable provisions were not included in this
Amendment.
6. Governing Law. This Amendment shall be governed by and be
interpreted under the laws of the State of New York without regard to the
conflicts of law principles thereof. Each party hereby irrevocably submits to
the non-exclusive jurisdiction of the United States District Court for the
Southern District of New York over any action or proceeding to enforce any right
under this Agreement. The parties further acknowledge that irrevocable damage
would occur in the event that any of the provisions of this Amendment were not
performed in accordance with their specific terms or were otherwise breached.
Accordingly, the parties shall be entitled to an injunction to prevent breaches
of the provisions of this Agreement and to enforce specifically the terms and
provisions hereof in the United States District Court for the Southern District
of New York, this being in
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addition to any other remedy to which they may be entitled at law or equity. The
English language version of all documents related to the transactions
contemplated hereby shall govern.
7. Entire Agreement. This Amendment constitutes the entire agreement
and supersedes all prior agreements and understandings, both written and oral,
between the parties with respect to the subject matter hereof, except for such
additional agreements as are contained in the Stock Acquisition Agreement and in
any agreements related thereto.
8. Amendment. No change or modification of this Amendment shall be
valid unless the same is in writing and signed by the parties to this Amendment.
This Amendment may be terminated at any time by an instrument in writing signed
by the parties to this Amendment.
9. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original.
10. Section Headings. The section headings are for reference only and
shall not limit or control the meaning of any provision of this Amendment.
11. Waiver. No delay or omission on the part of either party hereto in
exercising any right hereunder shall operate as a waiver of such right or any
other right under this Amendment; however, any of the terms or conditions of
this Amendment may be waived in writing at any time by the party hereto which is
entitled to the benefit thereof.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.
SODEXHO:
SODEXHO ALLIANCE, S.A.
By: /s/ Jean-Pierre Cuny
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Title: Senior Vice President
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JJFMS:
JUVENILE AND JAIL FACILITY MANAGEMENT
SERVICES, INC.
By: /s/ Darrell K. Massengale
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Title: President and CEO
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