Shareholders' Agreement - Corrections Corporation of Australia Pty. Ltd., Corrections Corporation of America and Sodexho SA
SHAREHOLDERS' AGREEMENT
This Shareholders' Agreement (the "Agreement"), dated as of October
17, 1995, is by and among Corrections Corporation of Australia Pty. Ltd., a
Queensland, Australia corporation (the "Corporation"), Corrections Corporation
of America, a Delaware corporation ("CCA") and Sodexho S.A., a French societe
anonyme ("Sodexho") (CCA and Sodexho are sometimes referred to herein
collectively as the "Shareholders").
W I T N E S S E T H:
WHEREAS, CCA owns 22,500 class "C" shares in the capital of the
Corporation, representing in the aggregate one hundred percent (100%) of the
issued and outstanding class "C" shares of the Corporation;
WHEREAS, Sodexho owns 22,500 Class "C" Shares in the Capital of the
Corporation which Shares are held in accordance with Section 3.02(a)(ii) of the
Stock Purchase Agreement as amended on October 17, 1995 (the "Stock Purchase
Agreement"); and
WHEREAS, the parties believe it is in the best interest of the
Corporation and its Shareholders to restrict Transfers of shares of capital of
the Corporation, and desire to set forth the terms and conditions regarding any
Transfers of class "C" shares and to set forth their agreements with respect to
certain other matters.
NOW, THEREFORE, in consideration of the premises and the mutual
promises, covenants, representations, warranties, and conditions contained in
this Agreement, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Corporation and the
Shareholders hereby agree as follows:
1. Definitions.
The following words and terms when used in this Agreement shall have
the meanings set forth below.
(a) "Affiliate" means any person or entity that, directly or
indirectly, through one or more intermediaries, controls, is controlled by, or
is under common control with, the person or entity specified.
(b) "Holder" or "Holders" means one or more Holders of Class
"C" Shares in the Capital of the Corporation, whether legal or beneficial
Holders, or parties to this Agreement or who are otherwise bound by its terms.
(c) "Shares" means all Class "C" Shares in the capital of the
Corporation held by the Holders and all other securities of the Corporation or
any successor of the Corporation which (i) may be issued in exchange for or in
respect of such Shares (whether by way of stock split,
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stock dividend, combination, reclassification, share exchange, reorganization,
exchange, conversion, or any other means), or (ii) may be hereafter acquired by
any Holder or during the term of this Agreement.
(d) "Transfer", "Transferred", or "Transferring" means any
sale, assignment, transfer, conveyance, pledge, hypothecation, mortgage,
encumbrance, gift, or other disposition of any Shares or any interest therein,
whether direct or indirect, or any attempted sale, assignment, transfer,
conveyance, pledge, hypothecation, mortgage, encumbrance, or other disposition
of such Shares or interest, including, without limitation, any commitment or
executory contract relating to the foregoing which is not expressly subject to
this Agreement.
2. Conditions to Transfer.
No Holder shall Transfer all or any part of its Shares, except
expressly in accordance with the terms and conditions of this Agreement.
3. Right of First Refusal on Dispositions by Shareholders. No
Shareholder shall directly or indirectly Transfer any or all Shares owned by it
to a third party unless (a) such Shareholder shall have received a bona-fide
arm's length offer to purchase such Shares from such third party, and (b) the
Shareholder first submits a written offer (the "Offer") to the other
Shareholder (the "Remaining Shareholder") identifying the third party to whom
such Shares are proposed to be sold and the terms of the proposed sale and
offering the opportunity to purchase such Shares on terms and conditions,
including price, not less favorable to the Remaining Shareholder or its
designee than those on which the Shareholder proposes to sell such Shares to
any other purchaser.
The Remaining Shareholder shall act upon the Offer as soon as
practicable after receipt thereof, and in any event within 20 days after
receipt thereof. In the event that the Remaining Shareholder or its designee
shall elect to purchase all or a part of the Shares covered by the Offer, the
Remaining Shareholder shall communicate in writing such election to purchase to
the Shareholder who submitted the Offer, which communication shall be delivered
to such Shareholder as set forth in Section 16 hereof and shall, when taken in
conjunction with the Offer, be deemed to constitute a valid, legally binding
and enforceable agreement for the sale and purchase of the Shares covered
thereby.
In the event that the Remaining Shareholder or its designee does not
purchase all of the Shares offered by such Shareholder pursuant to the Offer,
the unpurchased portion of such Shares may be sold by such Shareholder at any
time within ninety (90) days after receipt of the Offer by the Remaining
Shareholder. Any such sale shall be to the person originally named in the
Offer as the proposed purchaser or transferee and shall be at not less than the
price and upon other terms and conditions, if any, not more favorable to such
purchaser than those specified in the Offer. Any Shares proposed to be sold
after such ninety (90) day period, to a different
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purchaser or at a lower price or otherwise on more favorable terms shall be
subject to the requirements of a prior offer to the Remaining Shareholder
pursuant to this Section 3.
If the purchase price specified in the Offer includes any property
other than cash, such purchase price shall be deemed to be the amount of any
cash included in the purchase price plus the value (as determined in good faith
by the Corporation's regular investment banking firm) of such other property
included in such price. If the Remaining Shareholder exercises its right of
first refusal hereunder, the closing of the purchase of the Shares with respect
to which such right has been exercised shall take place within thirty (30)
calendar days (or if approval of such purchase by the Corporation's
shareholders is required by law or pursuant to any stock exchange rule or
policy, within ninety (90) calendar days) after the Remaining Shareholder gives
notice of such exercise. Upon exercise of its right of first refusal, the
Remaining Shareholder shall be legally obligated to consummate the purchase
contemplated thereby and shall use its best efforts to secure all approvals
required in connection therewith.
4. Right to Participate in Transfers.
(a) If at any time any Remaining Shareholder receives an
Offer pursuant to Section 3 hereof and does not elect to exercise the right of
first refusal granted in Section 3 with respect to such Offer, such Remaining
Shareholder may elect to Transfer a Pro Rata Share, as hereinafter defined, of
the securities described in such Offer. As used in this Section 4, "Pro Rata
Share" means the product of the number of Shares in the Offer and a fraction
(i) the numerator of which is the number of Shares held by such Remaining
Shareholder, and (ii) the denominator of which is the sum of the number of
Shares held by all Remaining Shareholders who choose to exercise the rights
granted in this Section 4, plus the number of Shares held by the Holder making
the Offer.
(b) Each Remaining Shareholder wishing so to participate in
any Transfer under this Section 4 shall notify the Holder making the Offer in
writing of such intention as soon as practicable after such Remaining
Shareholder's receipt of the Offer pursuant to Section 3, and in any event
within thirty (30) days after the date of the Offer. Such notification shall
be delivered or mailed to such Holder in accordance with Section 15 below.
(c) The Holder and each Remaining Shareholder participating
in the proposed Transfer pursuant to this Section 4 shall Transfer to the
proposed transferee (the "Proposed Transferee") (and any Remaining Shareholders
exercising rights of first refusal pursuant to Section 3 hereof) all, or, at
the option of the Proposed Transferee (or any such Remaining Shareholder) any
part of Shares in the Offer (the "Offered Shares") proposed to be Transferred
at not less than the price and upon other terms and conditions, if any, not
more favorable to the Proposed Transferee (or any such Remaining Shareholder)
than those in the Offer provided by the Holder under Section 3 hereof;
provided, however, that any purchase or other acquisition of less than all of
such Offered Shares by the Proposed Transferee (and any Remaining Shareholders
exercising rights of first refusal pursuant to Section 3 hereof) shall be made
from the Holder and each participating Remaining Shareholder pro rata based
upon the relative amount of the Offered
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Shares that the Holder and such participating Remaining Shareholder is
otherwise entitled to Transfer pursuant to Section 4(a).
(d) The Remaining Shareholders' right to participate in a
Transfer pursuant to this Section 4 shall not apply with respect to Transfers
of Shares to the Corporation.
5. Right of First Refusal to Purchase New Securities.
(a) The Corporation shall, prior to any issuance by the
Corporation of any of its securities (other than debt securities with no equity
feature), offer to each Holder owning at least ten percent (10%) of the issued
and outstanding class "C" shares of the Corporation by written notice the
right, for a period of thirty (30) days, to purchase its Pro Rata Amount, as
hereinafter defined, of such securities for cash at a per share amount equal to
the per share price or other consideration for which such securities (the "New
Securities") are to be issued. For purposes of this Section 5, "Pro Rata
Amount" means the product of the New Securities to be issued and a fraction (i)
the numerator of which is the number of Shares held by such Holder as of the
date of the New Securities Notice, as hereinafter defined, and (ii) the
denominator of which is the aggregate number of Shares held on such date by all
Holders of Shares. The first refusal rights of the Holders pursuant to this
Section 5 shall not apply to securities issued (i) as a stock dividend or upon
any subdivision of Shares, provided that the securities issued are limited to
additional Shares, or (ii) pursuant to the exercise of options to purchase
shares of capital stock granted to employees of the Corporation, not to exceed
in the aggregate ten percent (10%) of capital shares outstanding (appropriately
adjusted in each case to reflect stock splits, stock dividends, share
exchanges, combinations of shares, and the like with respect to the Shares).
The Corporation's written notice to the Shareholders (the "New Securities
Notice") shall describe in reasonable detail the securities proposed to be
issued by the Corporation and specify the number, price, and the terms of
payment, and shall be deemed to be dated the date it is given to the
Shareholders in accordance with Section 16 hereof.
(b) Each Shareholder may accept the Corporation's offer as to
the full number of New Securities offered to it in the New Securities Notice or
as to any lesser number, by written notice thereof ("Notice of Acceptance")
given by it to the Corporation prior to the expiration of the aforesaid thirty
(30) day period. A Shareholder who accepts such offer as to any portion of its
Pro Rata Amount of the New Securities shall be referred to herein as a
Participating Shareholder. If any Participating Shareholder shall subscribe
for less than his Pro Rata Amount of the New Securities, the other
Participating Shareholders shall be entitled to purchase the balance of that
Participating Shareholder's Pro Rata Amount of the New Securities in the same
proportion in which they were entitled to purchase the New Securities pursuant
to Section 5(a). Within five (5) days following the expiration of the
aforesaid thirty (30) day period, the Corporation shall notify each
Participating Shareholder of the amount of New Securities which each
Participating Shareholder may purchase pursuant to the foregoing provision and
each Participating Shareholder shall then have fifteen (15) days from the
receipt of such notice to indicate such additional amount of New Securities, if
any, that such Participating Shareholder wishes to purchase. Promptly
thereafter, the Corporation shall sell and each Participating
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Shareholder shall buy, upon the terms specified, the number of New Securities
agreed to be purchased by each Participating Shareholder.
(c) The Corporation shall be free at any time prior to one
hundred twenty (120) days after the date of its New Securities Notice to the
Shareholder, to offer and sell to any third party or parties the number of such
New Securities not agreed by the Shareholder to be purchased by them (the
"Refused Securities"), at a price and on payment terms no less favorable to the
Corporation than those specified in such New Securities Notice to the
Shareholders. However, if such third party sale or sales are not consummated
within such one hundred twenty (120) day period, the Corporation shall not sell
such New Securities as shall not have been purchased within such period without
again complying with this Section 5.
(d) In the event the Corporation shall propose to sell less
than all the Refused Securities (any such sale to be in the manner and on the
terms specified in this Section 5), the Shareholders may, at their sole option
and in their sole discretion, reduce the number of, or other units of
calculation of the amount of, the New Securities specified in their respective
Notices of Acceptance to an amount which shall be not less than the product of:
(i) the ratio of the amount of New Securities in respect of which Notices of
Acceptance were delivered to the Corporation to the total amount of New
Securities specified in the New Securities Notice multiplied by (ii) the total
amount of New Securities proposed to be actually sold by the Corporation
(calculated without regard to this provision). In the event that the
Shareholders so elect to reduce the number or amount of New Securities
specified in their respective Notices of Acceptance, the number or amount of
New Securities by which such New Securities specified in the Notices of
Acceptance are reduced shall not be sold or otherwise disposed of until they
have again been offered to the Purchasers in accordance with this Section 5.
6. Permitted Transfers. Anything herein to the contrary
notwithstanding, the provisions of Sections 2,3,4 and 5 shall not apply to any
Transfer by a Shareholder to any Affiliate of such Shareholder. In the event
of any such Transfer, the transferee of the Shares shall be bound by the terms
and conditions of this Agreement, and shall, as a condition of such transfer,
the transferee shall execute and deliver to the other Shareholder and the
Corporation a written agreement to that effect.
7. Call Option.
(a) In the case of an Event of Default (as described below)
by a Shareholder, the other Shareholder (the "Nondefaulting Shareholder") shall
be granted the option to purchase the Shares held by the other Shareholder at a
fair value price (the "Fair Price"), but in no case shall the Fair Price be
less than the book value of such interest, to be determined by the
Corporation's independent accountants (the "Accountant"). The costs of such
Accountant shall be paid by the Corporation. Such option shall be exercisable
for a period of 15 days following the delivery of the valuation report by the
Accountant.
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(b) If the Non-Defaulting Shareholder has not exercised its
option pursuant to Section 7(a), then the other Shareholder shall be granted
the same option which will thereafter be exercisable from the 16th day until
the 30th day after the delivery of the valuation report by the Accountant.
(c) If after the 30th day following the delivery of the
valuation report by the Accountant neither of the Shareholders has exercised
its option pursuant to Sections 7(a) and (b) hereof, then the Non-Defaulting
Shareholder shall have a new option to purchase the other Shareholder's
interest in the Corporation at a price equal to 90% of the Fair Price. Such
option shall be exercisable for a period of seven days.
(d) If the Non-Defaulting Shareholder has not exercised its
option pursuant to Section 7(c), then the other Shareholder shall have the same
option which will thereafter be exercisable from the 38th day until the 45th
day after the delivery of the valuation report by the Accountant.
(e) The foregoing procedure shall be applied with successive
seven-day options granted to the Non- Defaulting Shareholder and the other
Shareholder at a price that shall be reduced by 10% of the Fair Price
determined by the Accountant at the expiration of each party's option to
purchase at the Fair Price, as so reduced, until any Shareholder decides to
exercise its option.
(f) For purposes of this Section 7, an Event of Default shall
include:
(i) a material default by either Shareholder in
the observance or performance of any of the
terms of this Agreement which default remains
uncured for a period of sixty (60) days after
receipt of reasonable notice thereof by the
Defaulting Shareholder;
(ii) a "change in control" of either Shareholder
resulting in control by any person or
corporation who is a competitor of the
Shareholders. For purposes of this paragraph
"change in control" shall mean (a) the
acquisition of fifty-one percent (51%) or
more of the voting capital stock of such
Shareholder or (b) the ability to control the
Board of Directors of such Shareholder; or
(iii) a Shareholder shall file a petition seeking
reorganization or relief under any applicable
bankruptcy law or consents to the filing of
any such petition or to the appointment of a
receiver, liquidator, assignee, trustee,
sequestrator (or other similar official) for
it or a substantial part of its property.
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8. Requirement of Prior Consent of the Treasurer. Where the
intended transfer of any Shares of the Corporation by a party (whether a party
to this Agreement or a third party) under the provisions of this Agreement
requires the consent of the Treasurer of the Commonwealth of Australia ("The
Treasurer") then such transfer shall be subject to such consent and
notwithstanding anything else contained in this Agreement:
(a) any offer made to or by any such party to purchase or
acquire shares in the Corporation shall be deemed to be subject to that party
obtaining the consent of The Treasurer;
(b) any notice of election, acceptance or agreement by any
such party to purchase or acquire the Shares shall be subject to a condition
precedent to that party obtaining the consent of The Treasurer;
(c) any period of time set out in this Agreement, by which
any such party must purchase or pay for such Shares shall be deemed to be
extended until 5 days after the consent of The Treasurer has been obtained or
refused (or the acquisition prohibited);
(d) the provisions of this Agreement shall be read and
construed subject to the provisions of this Section.
9. Deadlock.
(a) In the event all of the Sodexho designees to the board of
directors of the Corporation (the "Board of Directors"), as a group, or all of
the CCA designees to the Board of Directors, as a group, fail to consent to any
material matter considered by the Board of Directors, the vote of any other
member of the Board of Directors who is not considered a CCA designee or a
Sodexho designee pursuant to Section 13 hereof shall not be counted in such
vote. In the event (i) such disagreement between the Sodexho designees and the
CCA designees referred to in the preceding sentence remains unresolved for a
period of thirty (30) days after the date of such meeting; or (ii) two
successive meetings of the Board of Directors (each of which is called pursuant
to at least 14 days' prior notice to occur at a reasonable time and place)
either fail to occur or are not attended by a majority of the members of the
Board of Directors (each of the matters referred to in clauses (i) or (ii)
above being hereinafter referred to as a "Deadlock"), either Shareholder may
send to the other Shareholder a written notice identifying the Deadlock and
invoking the following procedures (the "Deadlock Notice").
(b) In any case of a Deadlock under Section 9(a), each of the
Shareholders shall within 10 days of a Deadlock Notice covering such Deadlock
cause its members of the Board of Directors to prepare and circulate to the
other Shareholders and the Board of Directors a memorandum setting out its
position on the matter in dispute and its reason for adopting such position and
each such memorandum shall be considered by each Shareholder who shall
respectively use their reasonable endeavors in good faith to resolve such
dispute. Any resolution of the matter by the Shareholders pursuant to this
Section 9(b) shall be a final and binding determination of the matter.
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(c) In the event (x) a Deadlock arises under Section
9(a)(ii), or if no resolution has occurred in accordance with the provisions of
Section 9(b) within 30 days after delivery of the memorandum mentioned therein;
and (y) if any such Deadlock shall prevent the Board of Directors from
continuing to achieve its business purposes or its ability to honor its
contractual commitments in any material respect, either of the Shareholders may
by notice in writing to the Corporation cause the interests of the Shareholders
in the Corporation to be transferred according to the procedure described in
Section 7 above.
(d) In no circumstances shall a Shareholder create an
"artificial Deadlock" in order to invoke the provisions of this Section 9. For
the purposes of this provision an "artificial Deadlock" shall be a Deadlock
caused (other than in circumstances where the interests of the Shareholder
conflicts with the interests of the Corporation) by a Shareholder or its
appointees on the Board of Directors voting against a series of related issues
or proposals in any case where the passage or approval of the same is required
to enable the Corporation to carry on its business properly and efficiently.
(e) The provisions of this Article 9 shall also apply in the
event the Shareholders fail to agree to any material matter considered by the
Shareholders and (i) such disagreement remains unresolved for a period of
thirty (30) days after the date of such meeting; or (ii) two successive
meetings of the Shareholders (each of which is called pursuant to at least 14
days prior notice to occur at a reasonable time and place) either fail to occur
or are not attended by a majority of the Shareholders.
10. Non-Competition.
(a) The Shareholders agree that, except as otherwise provided
herein, they will conduct all of their business with respect to the Prison
Management Business in the countries of Australia, New Zealand and Papua, New
Guinea (the "Australian Zone") exclusively with each other. For purposes of
this Section 10, Prison Management Business means the (i) design, construction,
financing and "full management" of detention or correctional facilities with or
without custodial services and/or (ii) the transportation of prisoners; it
being understood that Sodexho may continue to provide food service, laundry,
housekeeping, maintenance, etc. outside of the Corporation and that the
provisions of such services by Sodexho at a rate of less than $10.00 (U.S.) per
inmate per day (as such amount may be increased by the Board from time to time)
shall not constitute "full management" and shall not constitute the Prison
Management Business. In order to give effect to this decision, the
Shareholders agree that unless unanimously approved by the Board of Directors
in writing or except as otherwise permitted pursuant to this Agreement:
(i) neither Shareholders nor any of their
respective Affiliates will compete with the
Corporation in the Prison Management Business
in the Australian Zone.
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(ii) any third-party approach towards either
Shareholder in relation to a Project (as
defined herein) in the Australian Zone,
whether in its individual capacity or as a
Shareholder shall be immediately introduced
to the Corporation. For purposes of this
Section 10, a Project means any opportunity
related to the Prison Management Business in
the Australian Zone such as requests (with
respect to a particular facility) for
proposals and bids to governmental agencies
and consulting agencies with respect to the
Prison Management Business.
(iii) neither Shareholders nor any of their
respective Affiliates, shall alone or jointly
with others acquire any material interest
(more than 10%) in any company which is a
competitor of the Corporation in the Prison
Management Business in the Australian Zone
(other than competitors for which the
revenues related to the prison management
business constitute less than 10% of the
total revenues for such competitors).
(b) The Shareholders agree that in the event of a breach of
the provisions contained in Section 10(a) hereof, in addition to any other
remedies available to any Shareholder in breach of any such provision shall pay
to the other Shareholder an amount equal to one year's annual revenues
generated by the Prison Management Business which is the subject of such
breach.
(c) If any of the restrictions set forth in Section 10(a)
should for any reason be declared invalid by a court of competent jurisdiction,
the validity or enforcement of the remainder of such restrictions and covenants
shall not thereby be adversely affected. If any provision of Section 10 shall
be adjudicated to be invalid or unenforceable, such provision shall be deemed
deleted, but only to the operation of such provision in the particular
jurisdiction in which such adjudication was made; provided, that to the extent
any such provision may be made valid and enforceable, in such jurisdiction by
limitations on the scope of the activities, geographical area or time period
covered, such provision shall be deemed limited to the extent, and only to that
extent, necessary to make such provision enforceable to the fullest extent
permissible under the laws and public policies applied in such jurisdiction.
11. Confidentiality.
(a) The Shareholders agree at all times during the term of
this Agreement to hold in confidence and keep secret and inviolate all of the
Corporation's confidential and proprietary information, including, without
limitation, the Corporation's budgets, financial statements, development plans,
and the information related thereto, and all unpublished matters relating to
the business, property, trade secrets, proprietary rights, intellectual
property, accounts, books, records, customers, and contracts of the Corporation
which it may know or hereafter come to know; provided, however, that no such
information, whether deemed confidential by the
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Corporation or not, shall be subject to the terms of this Section 11 if it is
part of the public domain, through no fault of the Shareholder.
(b) Each of the Shareholders covenant that the
information described in 11(a) will be kept confidential by such Shareholder,
the entities controlled by such Shareholder and the directors, employees, and
representatives of any of them, using the same standard of care in safeguarding
such information as such Shareholder employs in protecting its own proprietary
information which it desires not to disseminate or publish and that such
information shall only be used by the Shareholder in connection with the
business of the Corporation.
(c) No Shareholder shall at any time take, or cause to be
taken any action, and shall not make, or cause to be made, any omission, which
would be inconsistent with or impair in any way the rights of the Corporation
in the information described in Section 11(a) above. The Shareholders
acknowledge and agree that any unauthorized disclosure or use of the
information described in Section 11(a) above would cause the Corporation
irreparable injury or loss. Accordingly, each Shareholder acknowledges and
agrees that in the event of a breach, or threatened breach, by any of them of
any provisions of this Section 11, the Corporation shall be entitled to an
injunction restraining such Shareholder from the disclosure or unauthorized use
of any such information.
12. Specific Performance.
The Shareholders and the Corporation expressly agree that the
Shareholders and the Corporation will be irreparably harmed and/or injured if
this Agreement is not specifically enforced. Upon a breach or threatened
breach of the terms, covenants, and/or conditions of this Agreement by any of
the Shareholders or the Corporation, the other Shareholders and the Corporation
shall, in addition to all other remedies, each be entitled to a temporary or
permanent injunction, without showing any actual harm, injury, or damage to
such other Shareholders or the Corporation, and/or a decree for specific
performance, in accordance with the provisions of this Agreement.
13. Board of Directors. The Shareholders acknowledge and agree
that each Shareholder shall be entitled to an equal number of nominees to the
Board of Directors, and the Corporation's General Manager, who is currently
Terry Lawson shall be a member of the Corporation's Board of Directors but
shall not be considered a nominee of either Shareholder. Each Shareholder
agrees (i) that in all elections of directors during the term of this
Agreement, such Shareholder shall vote all Shares owned by it for the nominees
of the other Shareholders, and (ii) that any change in the number of directors
shall require the unanimous written consent of all Shareholders.
14. Amendment to Articles of Association, etc. The Shareholders
acknowledge and agree that the affirmative vote of seventy-five percent (75%)
of the Holders of the Shares shall be required for (i) an amendment to the
Corporation's Articles of Association, (ii) the issuance by the Corporation of
any additional class "C" shares or other securities convertible into capital
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shares of the Corporation, or (iii) any merger or combination of the
Corporation with or into any other entity.
15. Term. Unless otherwise specified, this Agreement, and the
respective rights and obligations of the parties hereto, shall continue and be
effective for so long as the parties hereto are shareholders in the
Corporation; provided, however, that Section 13 hereof shall terminate on the
tenth anniversary of the date hereof, unless extended by the mutual agreement
of the parties hereto.
16. Notices.
(a) Any notices required or permitted to be sent hereunder
shall be mailed, certified mail, return receipt requested, postage prepaid, or
delivered by overnight courier service, or by facsimile transmission in the
case of non-U.S. residents, to the following addresses, or such other addresses
as shall be given by notice delivered hereunder, and shall be deemed to have
been given three days after mailing, if mailed, or one business day.
If to the Corporation, to:
Corrections Corporation of Australia Pty Ltd.
Level 4
39 Sherwood Road
Toowong, Queensland 4066
Australia
Attn: Terry Lawson
With a copy to:
Lees Marshall & Warnick, Solicitors
Level 3 Banking Annexe
Central Plaza One
345 Queen Street
Brisbane QLD 4000
Australia
Attn: Malcolm Marshall, Esq.
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If to CCA, to:
Corrections Corporation of America
102 Woodmont Boulevard, Suite 800
Nashville, Tennessee 37205
Attn: Doctor R. Crants
With a copy to:
Elizabeth E. Moore, Esq.
Stokes & Bartholomew, P.A.
424 Church Street, Suite 2800
Nashville, Tennessee 37219
If to Sodexho:
Sodexho S.A.
3, avenue Newton
78180 Montigny-le-Bretonneux
FRANCE
Attn: Jean-Pierre Cuny
With a copy to:
Ropes & Gray
One International Place
Boston, MA 02110
Attn: Jane Goldstein, Esq.
(b) Copies of any notices given, or required to be given to
or by, any Shareholder under this Agreement shall also be furnished to the
Corporation in accordance with the provisions of this Section 16.
17. Legend.
Each certificate evidencing any of the Shares shall bear a
legend substantially as follows:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
CERTAIN RESTRICTIONS ON TRANSFER AND MAY NOT BE SOLD,
EXCHANGED, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED, OR
OTHERWISE DISPOSED OF, EXCEPT IN ACCORDANCE WITH AND SUBJECT
TO ALL THE TERMS AND CONDITIONS OF THAT CERTAIN SHAREHOLDERS'
AGREEMENT, DATED OCTOBER 17, 1995, AMONG
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THE CORPORATION AND ITS SHAREHOLDERS, A COPY OF WHICH THE
CORPORATION WILL FURNISH TO THE HOLDER OF THIS CERTIFICATE
WITHOUT CHARGE UPON REQUEST IN WRITING.
18. Entire Agreement and Amendments.
This Agreement constitutes the entire agreement of the parties
with respect to the subject matter hereof and neither this Agreement nor any
provision hereof may be waived, modified, amended, or terminated except by a
written agreement signed by the parties hereto and in accordance with the terms
of the Articles of Association, as amended.
19. Acknowledgement of Holder. The parties hereto acknowledge and
agree that the 22,500 Class "C" Shares held by CCA in accordance with the Stock
Purchase Agreement shall be regarded by both parties as being held by Sodexho.
20. Governing Law.
This Agreement shall be governed by and be interpreted under
the laws of Queensland without regard to the conflicts of law principles
thereof. Each party hereby irrevocably submits to the non-exclusive
jurisdiction of any state or federal court located in Queensland 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 Agreement 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 any
court in Queensland. This being in addition to any other remedy to which they
may be entitled at law or equity.
21. Successors and Assigns.
This Agreement shall be binding upon the heirs, personal
representatives, executors, administrators, successors, and assigns of the
parties.
22. Waivers.
No waiver of any breach or default hereunder shall be
considered valid unless in writing, and no such waiver shall be deemed a waiver
of any subsequent breach or default of the same or similar nature.
23. Severability.
If any provision of this Agreement shall be held to be
illegal, invalid or unenforceable, such illegality, invalidity or
unenforceability shall attach only to such provision and shall not in any
manner affect or render illegal, invalid or unenforceable any other provision
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<PAGE> 14
of this Agreement, and this Agreement shall be carried out as if any such
illegal, invalid, or unenforceable provision were not contained herein.
24. Descriptive Headings.
Descriptive headings are for convenience only and are not
deemed to be part of this Agreement.
25. Counterparts.
This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
This Agreement was executed as of the date first set forth above.
CORRECTIONS CORPORATION OF
AUSTRALIA PTY. LTD.
By:
------------------------------
Title:
---------------------------
CORRECTIONS CORPORATION OF
AMERICA
By:
------------------------------
Title:
---------------------------
SODEXHO S.A.
By:
------------------------------
Title:
---------------------------
14