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EXHIBIT 10.15
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Assignment and Assumption
Agreement") is executed and delivered as of this 31st day of December, 1998, by
and among CORRECTIONS CORPORATION OF AMERICA, a Tennessee corporation ("CCA"),
CONCEPT INCORPORATED, a Delaware corporation ("Concept"), CORRECTIONS PARTNERS,
INC., a Delaware corporation ("CPI") and JUVENILE AND JAIL FACILITY MANAGEMENT
SERVICES, LLC, a Delaware limited liability company ("JJFMS, LLC"). This
Assignment and Assumption Agreement is being delivered pursuant to that certain
Contribution Agreement dated as of the 31st day of December, 1998 (the
"Contribution Agreement"), among CCA, Concept, CPI and JJFMS, LLC. Capitalized
terms used herein without definition are used herein as defined in the
Contribution Agreement.
1. Assignment of Assets. CCA, Concept and CPI hereby assign to JJFMS,
LLC, any and all of their right, title and interest in and to the management
contracts relating to the government-owned jails and juvenile detention
facilities listed on Schedule A attached hereto, and all accounts receivable
relating to such facilities.
2. Assumption of Liabilities. JJFMS, LLC hereby assumes and undertakes to
pay, perform and otherwise discharge, all of the liabilities described in
Schedule B (the "Assumed Liabilities") attached hereto.
3. Further Assurances. Each party hereto shall execute, acknowledge and
deliver to the other party all documents, and shall take all actions, reasonably
requested by such other party from time to time to confirm or effect the matters
set forth herein, or to otherwise carry out the purpose of the Contribution
Agreement and this Assignment and Assumption Agreement.
4. Contribution Agreement. This Assignment and Assumption Agreement is
entered into pursuant to and is subject to all of the terms of the Contribution
Agreement, and nothing herein shall be deemed to modify any of the
representations, warranties, covenants and obligations of the parties
thereunder.
5. Interpretation. In the event of any conflict or inconsistency between
the terms, provisions and conditions of this Assignment and Assumption Agreement
and the Contribution Agreement, the terms, provisions and conditions of the
Contribution Agreement shall govern.
6. Counterparts. This Assignment and Assumption Agreement may be executed
in counterparts, each of which shall be deemed to be an original but all of
which together shall constitute a single agreement.
7. Governing Law. This Assignment and Assumption Agreement shall be
governed by and construed in accordance with the laws of the State of Tennessee.
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IN WITNESS WHEREOF, the parties hereto have executed this Assignment and
Assumption Agreement as of the day and year first above written.
CORRECTIONS CORPORATION OF AMERICA
By: /s/ Doctor X. Xxxxxx
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Its: Chief Executive Officer
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CONCEPT INCORPORATED
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Its: President
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CORRECTIONS PARTNERS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Its: President
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JUVENILE AND JAIL FACILITY
MANAGEMENT SERVICES, LLC
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Its: Chief Manager
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SCHEDULE A
FACILITIES COVERED BY ASSIGNMENT
CCA
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FACILITY LOCATION BED CAPACITY(1)
-------- -------- ---------------
Bay County Jail............................... Panama City, Florida 000
Xxx Xxxxxx Xxxx Xxxxx......................... Xxxxxx Xxxx, Xxxxxxx 401
Brownfield Intermediate Sanction Facility..... Xxxxxxxxxx, Texas 200
Citrus County Detention Facility.............. Lecanto, Florida 300
Xxxxx X. Xxxx Criminal Justice Center......... Tulsa, Oklahoma 1,440
Xxxxxxxxx Detention Center.................... Elizabeth, New Jersey 300
Hernando County Jail.......................... Brooksville, Florida 000
Xxxx Xxxx Xxxxxxxxxxxx Xxxxxx................. Xxxx Xxxx, Xxxxxxx 350
Liberty County Jail........................... Liberty, Texas 382
Xxxxxx County Jail II......................... Indianapolis, Indiana 670
Metro-Davidson County Detention Facility...... Nashville, Tennessee 1,092
Ponce Youthful Offender Correctional
Facility.................................... Ponce, Puerto Rico 500
Silverdale Facilities......................... Chattanooga, Tennessee 503
Tall Trees.................................... Memphis, Tennessee 63
Venus Pre-Release Center...................... Venus, Texas 1,000
CONCEPT
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FACILITY LOCATION BED CAPACITY(1)
-------- -------- ---------------
Xxxxxxxx State Jail........................... Bartlett, Texas 962
CPI
FACILITY LOCATION BED CAPACITY(1)
-------- -------- ---------------
Davidson County Juvenile Detention Center..... Nashville, Tennessee 100
Okeechobee Juvenile Offender Correction
Center...................................... Okeechobee, Florida 96
Southwest Indiana Youth Village............... Vincennes, Indiana 132
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(1) Listed bed capacity does not include 128 beds currently under expansion at
the Silverdale Facilities.
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SCHEDULE B
ASSUMED LIABILITIES
The liability to be assumed by JJFMS, LLC consists of $5,000,000 of
indebtedness outstanding under the $125,000,000 REVOLVING CREDIT FACILITY
Pursuant to Credit Agreement among CORRECTIONS CORPORATION OF AMERICA, the
Lenders Party thereto and FIRST UNION NATIONAL BANK OF TENNESSEE, as Agent,
dated September 6, 1996.
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