EXERCISE AGREEMENT (Holdenville) THIS EXERCISE AGREEMENT is entered into effective as of January 5, 1998, by and between CCA PRISON REALTY TRUST, a Maryland real estate investment trust (the "Company") and CORRECTIONS CORPORATION OF AMERICA, a Tennessee corporation ("CCA"). R E C I T A L S: WHEREAS, the Company and CCA entered into a Right to Purchase Agreement dated as of July 7, 1997 whereby, among other things, CCA granted the Company an option to acquire any Future Facility under terms and conditions set forth therein (the "Right to Purchase Agreement"); and WHEREAS, CCA owns a correctional facility in Holdenville, Hughes County, Oklahoma, on real estate described on Exhibit A, attached hereto (the "Facility"); and WHEREAS, the Company desires to exercise its option to acquire the Facility; and WHEREAS, the Right to Purchase Agreement provides that Future Facilities will be acquired on terms and conditions generally consistent with the terms and conditions of the Company's acquisition of certain other facilities from CCA, one of which facilities was a certain facility in Youngstown, Ohio, acquired by the Company pursuant to an Option Agreement dated July 7, 1997 (the "Youngstown Option Agreement") which CCA and the Company have agreed to partially incorporate by reference for the purpose of setting forth certain of the terms and conditions of the Company's acquisition of the Facility; NOW, THEREFORE, for and in consideration of the premises, and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, the Company and CCA hereby agree as follows: 1. Exercise of Option. The Company hereby exercises its option to acquire the Facility, pursuant to the terms of Paragraph 3 of the Right to Purchase Agreement. The Facility will be transferred subject to that certain Lease and Operation Agreement between the Holdenville Industrial Authority (the "Authority") and the Oklahoma Department of Corrections, dated as of July 1, 1996 (the "L & O Agreement"). 2. Terms. The purchase price for the Facility is $36,132,118.00: The Facility will be leased to CCA pursuant to the Master Agreement to Lease between the Company and CCA, dated July 18, 1997 on the following terms: Term - Ten (10) years with three (3) five (5) year renewals Rent - $3,974.533.00 per year, subject to adjustment to fair market value for the first, second and third extended terms. The lease will be subject to the L & O Agreement. <PAGE> 2 3. Additional Terms. (i) The conveyance of the Facility shall not include the rights of CCA under (a) the Monitor Agreement dated August 29, 1995 with Norris & Associates or (b) the Marketing Services Agreement dated August 29, 1995 with Capitol Consultants. Further, it is specifically acknowledged and agreed by the parties that CCA does not own, and is not conveying to the Company, any rights to the inmate pay telephone service agreements relating to the Facility, or to any renewals or replacements thereof. The Company acknowledges that the Authority and the vendor under the inmate pay telephone service agreement with the Authority may have access to the inmate pay telephone equipment in the Facility during normal business hours upon reasonable notice to operate, maintain and repair the equipment. (ii) For convenience of reference, CCA and the Company agree that the Company's acquisition of the Facility shall be undertaken in accordance with the following provisions of the Youngstown Option Agreement: Articles IV, V, VI, VII, VIII, IX, X, XI and to the extent applicable, the definitions set forth in Article I, all of which are incorporated herein by reference and made a part hereof. The Effective Date of this Exercise Agreement shall be the date first written above. 2 <PAGE> 3 IN WITNESS WHEREOF, the Company and CCA have executed this Exercise Agreement as of the day and date first set forth above. CCA PRISON REALTY TRUST, a Maryland real estate investment trust By: /S/ Doctor R. Crants --------------------------------- Title: President --------------------------------- CORRECTIONS CORPORATION OF AMERICA, a Tennessee corporation By: /S/ Darrell K. Massengale --------------------------------- Title: Vice President, Finance --------------------------------- 3 <PAGE> 4 EXHIBIT A A tract of land lying in the Southeast Quarter (SE/4) of Section 10, Township 7 North, Range 8 East, Indian Meridian, Hughes County, Oklahoma, further described as a point of beginning at a point along the South line of said SE/4, S 89(degree)20'02" W, 469.25 feet from the Southeast corner of said SE/4; thence along the South line of said SE/4, S 89(degree)20'02" W, 1030.75 feet; thence N 00(degree)57'37" W, 2323.20 feet and parallel to the East line of said SE/4; thence N 89(degree)20'02" E, 1500.00 feet and parallel to the South line of said SE/4; thence along said East line of the SE/4 S 00(degree)57'37" E, 1859.20 feet; thence S 89(degree)20'02" W, 469.25 feet; thence S 00(degree)57'37" E, 464.00 feet to the Point of Beginning, containing 75 acres, more or less. 4
Source: OneCLE Business Contracts.