EX-10.2 4 ex10-2.txt MUTUAL WRITTEN CONSENT TO TERMINATE DATED 6/30/00 1 EXHIBIT 10.2 MUTUAL WRITTEN CONSENT TO TERMINATE AGREEMENT AND PLAN OF MERGER This MUTUAL WRITTEN CONSENT TO TERMINATE AGREEMENT AND PLAN OF MERGER, dated as of June 30, 2000 ("the Agreement"), is by and among PRISON REALTY TRUST, INC., a Maryland corporation ("Prison Realty"); CCA ACQUISITION SUB, INC. ("CCA Sub"), PMSI ACQUISITION SUB, INC. ("PMSI Sub"), and JJFMSI ACQUISITION SUB, INC. ("JJFMSI Sub"), each a Tennessee corporation and a wholly-owned subsidiary of Prison Realty; CORRECTIONS CORPORATION OF AMERICA, a Tennessee corporation ("CCA"); PRISON MANAGEMENT SERVICES, INC., a Tennessee corporation ("PMSI"); and JUVENILE AND JAIL FACILITY MANAGEMENT SERVICES, INC., a Tennessee corporation ("JJFMSI"). W I T N E S S E T H: WHEREAS, Prison Realty, CCA Sub, PMSI Sub, JJFMSI Sub, CCA, PMSI, and JJFMSI are parties to that certain Agreement and Plan of Merger, dated December 26, 1999 (the "Agreement and Plan of Merger"); WHEREAS, Section 7.01 of the Agreement and Plan of Merger provides that the agreement may be terminated at any time prior to the Effective Time (as defined therein) by the mutual written consent of the parties thereto; and WHEREAS, each of Prison Realty, CCA Sub, PMSI Sub, JJFMSI Sub, CCA, PMSI, and JJFMSI desire to terminate the Agreement and Plan of Merger as evidenced hereby. NOW, THEREFORE 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: TERMINATION. Each of Prison Realty, CCA Sub, PMSI Sub, JJFMSI Sub, CCA, PMSI, and JJFMSI hereby terminate the Agreement and Plan of Merger pursuant to Section 7.01 thereof. IN WITNESS WHEREOF, each of the undersigned has caused the foregoing Agreement to be executed as of the date first above written. COMPANIES: PRISON REALTY TRUST, INC. By: /s/Thomas W. Beasley ---------------------------------------- Name: Thomas W. Beasley Title: Chairman of the Board of Directors [Additional Signature Page to Follow] 2 CCA ACQUISITION SUB, INC. By: /s/Darrell K. Massengale ---------------------------------------- Name: Darrell K. Massengale Title: President and Chief Executive Officer PMSI ACQUISITION SUB, INC. By /s/Darrell K. Massengale ---------------------------------------- Name: Darrell K. Massengale Title: President and Chief Executive Officer JJFMSI ACQUISITION SUB, INC. By: /s/Darrell K. Massengale ---------------------------------------- Name: Darrell K. Massengale Title: President and Chief Executive Officer CORRECTIONS CORPORATION OF AMERICA By: /s/Darrell K. Massengale ---------------------------------------- Name: Darrell K. Massengale Title: Chief Financial Officer and Secretary PRISON MANAGEMENT SERVICES, INC. By: /s/Darrell K. Massengale ---------------------------------------- Name: Darrell K. Massengale Title: President and Chief Executive Officer JUVENILE AND JAIL FACILITY MANAGEMENT SERVICES, INC. By: /s/Darrell K. Massengale ---------------------------------------- Name: Darrell K. Massengale Title: President and Chief Executive Officer