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EXHIBIT 10.10
ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT (the "Assignment Agreement") is executed and
delivered as of this 31st day of December, 1998, by and between CORRECTIONS
PARTNERS, INC., a Delaware corporation ("CPI"), CONCEPT, INCORPORATED, a
Delaware corporation ("Concept"), TRANSCOR AMERICA, INC., a Tennessee
corporation ("TransCor") certain other subsidiaries, as listed on the signature
pages hereto, (the "Subsidiaries") of CORRECTIONS CORPORATION OF AMERICA, a
Tennessee corporation ("CCA"), and CORRECTIONAL MANAGEMENT SERVICES CORPORATION,
a Tennessee corporation ("Operating Company"). This Agreement is being delivered
pursuant to that certain Contribution Agreement dated as of the 31st day of
December, 1998 (the "Contribution Agreement"), between CCA (and certain of its
subsidiaries) and Operating Company. Capitalized terms used herein without
definition are used herein as defined in the Contribution Agreement.
1. Assignment of Assets. CPI, Concept, TransCor and the Subsidiaries
hereby assign to Operating Company, any and all of their right, title and
interest in and to the management contracts listed on Exhibit B and Exhibit C to
the Contribution Agreement.
2. 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 Agreement.
3. Contribution Agreement. This Assignment 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.
4. Interpretation. In the event of any conflict or inconsistency
between the terms, provisions and conditions of this Assignment Agreement and
the Contribution Agreement, the terms, provisions and conditions of the
Contribution Agreement shall govern.
5. Counterparts. This Assignment 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.
6. Governing Law. This Assignment 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
Agreement as of the day and year first above written.
CPI:
CORRECTIONS PARTNERS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Its: President
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CONCEPT:
CONCEPT, INCORPORATED
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Its: President
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TRANSCOR:
TRANSCOR AMERICA, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Its: Secretary
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SUBSIDIARIES:
▇▇▇ ADJUSTMENT CENTER, INC., a Kentucky
corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Its: President
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▇▇▇▇▇▇ ADJUSTMENT CENTER, INC., a
Kentucky corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Its: President
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OTTER CREEK CORRECTIONAL CENTER, INC.,
a Kentucky corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Its: President
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RIVER CITY CORRECTIONAL CENTER, INC., a
Kentucky corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Its: President
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USCC ▇▇▇▇▇/▇▇▇▇▇▇▇▇ MANAGEMENT
COMPANY, INC., a North Carolina corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Its: President
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USCC PAMLICO MANAGEMENT COMPANY,
INC., a North Carolina corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Its: President
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OPERATING COMPANY:
CORRECTIONAL MANAGEMENT
SERVICES CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Its: Chief Financial Officer & Secretary
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▇▇▇▇ OF SALE
For good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, certain subsidiaries of CORRECTIONS CORPORATION OF
AMERICA, a Tennessee corporation ("CCA"), as listed on the signature lines
below, have bargained and contributed, and by these presents do bargain and
contribute unto CORRECTIONAL MANAGEMENT SERVICES CORPORATION, a Tennessee
corporation ("Operating Company") all of their right, title and interest in and
to the equipment, leasehold improvements and other assets listed in Exhibit B,
Exhibit C, and Exhibit D to that certain Contribution Agreement dated as of the
31st day of December, 1998 (the "Contribution Agreement"), between CCA (and
certain of its subsidiaries) and Operating Company.
This ▇▇▇▇ of Sale is being delivered pursuant to that certain Assignment
Agreement dated as of the 31st day of December, 1998 (the "Assignment
Agreement"), by and between CORRECTIONS PARTNERS, INC., a Delaware corporation
("CPI"), CONCEPT, INCORPORATED, a Delaware corporation ("Concept"), TRANSCOR
AMERICA, INC., a Tennessee corporation ("TransCor"), certain other subsidiaries
of CCA and Operating Company
Dated this 31st day of December, 1998.
SUBSIDIARIES:
CORRECTIONS PARTNERS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Its: President
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CONCEPT, INCORPORATED
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Its: President
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TRANSCOR AMERICA, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Its: Secretary
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▇▇▇ ADJUSTMENT CENTER, INC., a Kentucky
corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Its: President
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▇▇▇▇▇▇ ADJUSTMENT CENTER, INC., a
Kentucky corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Its: President
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OTTER CREEK CORRECTIONAL CENTER, INC.,
a Kentucky corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Its: President
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RIVER CITY CORRECTIONAL CENTER, INC., a
Kentucky corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Its: President
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USCC ▇▇▇▇▇/▇▇▇▇▇▇▇▇ MANAGEMENT
COMPANY, INC., a North Carolina corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Its: President
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USCC PAMLICO MANAGEMENT COMPANY,
INC., a North Carolina corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Its: President
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