PRISON REALTY TRUST INC
STOCK PURCHASE AGREEMENT DATED 9/11/00
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>g64166ex10-1.txt
<DESCRIPTION>STOCK PURCHASE AGREEMENT DATED 9/11/00
<TEXT>

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                                                                    EXHIBIT 10.1


                            STOCK PURCHASE AGREEMENT

        THIS STOCK PURCHASE AGREEMENT (the "Agreement"), dated as of September
11, 2000, is made by and among Prison Realty Trust, Inc., a Maryland corporation
formerly known as Prison Realty Corporation ("Prison Realty"), and Sodexho
Alliance, S.A., a French societe anonyme ("Sodexho"). (Sodexho is sometimes
referred to herein as the "Seller").

                                   WITNESSETH:

        WHEREAS, Sodexho owns 1,749,532 shares of the common stock of
Corrections Corporation of America, a Tennessee corporation formerly known as
Correctional Management Services Corporation ("CCA"), $0.01 par value per share
(the "CCA Common Stock"), representing approximately 16.0% of CCA's issued and
outstanding capital stock, on a fully-diluted basis (the "Shares");

        WHEREAS, pursuant to the terms of CCA's charter, CCA shall not be merged
with or sold to another entity without the prior consent of the holders of 80.0%
of CCA's capital stock;

        WHEREAS, in connection with the restructuring of Prison Realty (the
"Restructuring"), Prison Realty, CCA Acquisition Sub, Inc., a Tennessee
corporation and wholly-owned subsidiary of Prison Realty ("CCA Acquisition
Sub"), and CCA have entered into an Agreement and Plan of Merger, dated as of
June 30, 2000 (the "Merger Agreement"), to effect the merger of CCA with and
into CCA Acquisition Sub (the "Merger");

        WHEREAS, immediately prior to the consummation of the Merger, Prison
Realty desires to purchase, and Sodexho desires to sell, all of the Shares for
the non-cash consideration comprised of securities of Prison Realty as set forth
herein;

        WHEREAS, Prison Realty and Sodexho are entering into this Agreement to
provide for the purchase and sale of the Shares and to establish various rights
and obligations in connection therewith and in connection with such other
transactions contemplated hereby; and

        WHEREAS, the Restructuring, including the Merger and the transactions
contemplated by this Agreement, is intended to serve as an alternative to
agreements previously entered into by the parties hereto with respect to a
restructuring of Prison Realty, including, but not limited to, (i) the Agreement
and Plan of Merger dated December 26, 1999 by and among Prison Realty and
certain of its wholly-owned subsidiaries, including CCA Acquisition Sub, and
CCA, Prison Management Services, Inc., a Tennessee corporation ("PMSI"), and
Juvenile and Jail Facility Management Services, Inc., a Tennessee corporation
("JJFMSI") (Prison Realty, CCA, PMSI and JJFMSI known, collectively, as the
"Companies"), (ii) those certain Securities Purchase Agreements dated December
26, 1999 and April 5, 2000 (as executed on April 16, 2000), respectively, by and
among the Companies, on the one hand, and affiliates of the Fortress Investment
Group LLC and The Blackstone Group, LLC, and Pacific Life Insurance Company, on
the other hand, respectively, and



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(iii) that certain Stock Purchase Agreement dated December 21, 1999 by and among
Prison Realty, CCA, Baron Asset Fund, a Massachusetts business trust ("Baron"),
and Sodexho.

        NOW, THEREFORE, in consideration of the foregoing and of the
representations, warranties, conditions, covenants and agreements contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. PURCHASE AND SALE OF THE SHARES AND SODEXHO VOTE.

        1.1 PURCHASE AND SALE OF SHARES. Subject to the terms and conditions of
this Agreement and on the basis of the representations and warranties set forth
herein, Sodexho agrees to sell to Prison Realty, and Prison Realty agrees to
purchase from Sodexho, all of the Shares, totaling 1,749,532 shares of CCA
Common Stock, for the purchase prices and consideration set forth in Section 1.2
hereof.

        1.2 PURCHASE PRICE AND CONSIDERATION FOR THE SHARES. Subject to the
terms and conditions set forth in this Agreement, in consideration for the sale
and delivery of the Shares by Sodexho, Prison Realty will issue and deliver to
Sodexho at the Closing, as defined herein, shares of its voting common stock,
$0.01 par value per share ("Prison Realty Common Stock"), with an aggregate
value of eight million dollars (U.S.) ($8,000,000), as calculated below (the
Prison Realty Common Stock to be issued and delivered to Sodexho as
consideration for the Shares known as the "Purchase Price").

        The number of shares of Prison Realty Common Stock to be issued and
delivered to Sodexho as the Purchase Price shall be determined by dividing
$8,000,000 (U.S.) by the lesser of (i) $3.4375 (U.S.), the closing price of
shares of Prison Realty Common Stock on the New York Stock Exchange (the "NYSE")
on Friday, June 23, 2000, (ii) the average closing price of Prison Realty Common
Stock on the NYSE over the five trading days ending two trading days prior to
the closing of the Merger, (iii) the conversion price of any of Prison Realty's
secured or unsecured indebtedness existing prior to the Merger, and (iv) the
exercise price of any equity securities issued by Prison Realty prior to the
Merger in satisfaction of its existing contractual obligations.

        The number of shares of Prison Realty Common Stock to be issued and
delivered to Sodexho pursuant to the foregoing formula is identical to the
consideration payable, directly or indirectly, to Baron in connection with
Prison Realty's purchase of the shares of CCA Common Stock held by Baron or
otherwise in connection with the purchase of the shares or the completion of the
Merger, except for warrants to purchase up to $3,000,000 in shares of Prison
Realty Common Stock to be issued to Baron as consideration for its consent to
the Merger, with such warrants having such valuation formula as (i) set forth in
the Stock Purchase Agreement by and between Baron and Prison Realty dated June
30, 2000 and (ii) described in the joint proxy statement/prospectus of Prison
Realty and CCA, dated August 4, 2000, which is a part of Prison Realty's
Registration Statement on Form S-4 (Reg. no. 333-41778) filed with the
Securities and Exchange Commission on July 19,


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2000, as supplemented on September 5, 2000. Except for the foregoing, there are
no other agreements or understandings between Prison Realty and Baron with
respect to these matters.

        1.3 MERGER VOTES. Subject to the terms and conditions set forth in this
Agreement, in consideration for the purchase of the Shares by Prison Realty,
Sodexho agrees to vote, or cause to be voted, all of the Shares in favor of the
Merger and the related transactions to be approved by the shareholders of CCA in
connection therewith and agrees to vote, or cause to be voted, any shares of
Prison Realty Common Stock owned by Sodexho in favor of the actions recommended
by the Board of Directors of Prison Realty for approval by Prison Realty's
stockholders at a special meeting of the stockholders of Prison Realty to be
held in connection with the Restructuring.

        1.4 EFFECT ON CERTAIN EXISTING AGREEMENTS. Subject to the terms and
conditions set forth herein, the parties hereto acknowledge and agree (and the
parties have received a letter from CCA pursuant to which CCA acknowledges and
agrees) that this agreement supercedes the Purchase-Related Agreements (as
herein defined) with respect to the parties' rights, duties and obligations
thereunder and the Purchase-Related Agreements shall each, at the time of the
Closing and thereafter, be considered null and void and of no further force or
effect with respect to the parties, and the rights and obligations contained in
each such document shall no longer be binding upon the parties hereto. For
purposes hereof, "Purchase-Related Agreements" means all agreements entered into
by and among the parties hereto in connection with the purchase by Sodexho and
Baron of the Shares from CCA, including without limitation (i) the Stock
Purchase Agreement, dated December 28, 1998, by and among CCA, Sodexho and
Baron, (ii) the Registration Rights Agreement, dated December 30, 1998, by and
among CCA, Sodexho and Baron, (iii) the Shareholders' Agreement, dated December
30, 1998, among Baron, Sodexho and CCA, and (iv), except for provisions
regarding the right of Sodexho to have a representative serve on the board of
directors of Prison Realty, the Agreement in Principle, among Sodexho, CCA
Prison Realty Trust, a Maryland real estate investment trust ("Old Prison
Realty"), the former Corrections Corporation of America (a predecessor in
interest to Prison Realty) ("Old CCA") and CCA. Prison Realty hereby confirms
that Sodexho shall be entitled to have a representative serve on the board of
directors of Prison Realty as previously agreed to by the parties.

        1.5 CLOSING. The closing of the purchase by Prison Realty of the Shares
(the "Closing") shall take place at a time to be mutually agreed upon by the
parties, at the offices of Stokes Bartholomew Evans & Petree, P.A. in Nashville,
Tennessee or at such other place as the parties shall mutually agree; provided,
however, that the Closing shall take place prior to the closing of the Merger.

        At the Closing, Sodexho shall deliver to Prison Realty a certificate or
certificates, registered in Sodexho's name, representing the Shares being
acquired by Prison Realty pursuant to this Agreement, accompanied by a blank
stock power relating thereto, against payment of the Purchase Price. At the
Closing, Prison Realty shall deliver to Sodexho a certificate or certificates,
registered in Sodexho's name, representing the shares of Prison Realty Common
Stock being issued to Sodexho as the Purchase Price pursuant to the terms of
this Agreement.


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        1.6 TERMINATION. This Agreement may be terminated by any of the parties
hereto if the purchase and sale of the Shares shall not have been consummated on
or before October 31, 2000, unless the failure to consummate the purchase and
sale of the Shares is the result of a material breach of this Agreement by the
party seeking to terminate this Agreement. Upon termination of this Agreement
pursuant to this Section 1.6, this Agreement shall forthwith become void and
shall have no effect, and the obligations of the parties hereto with respect to
the matters set forth herein shall terminate.

2. REPRESENTATIONS AND WARRANTIES OF SODEXHO. Sodexho hereby represents and
warrants to Prison Realty as of the date hereof as follows:

        2.1 ORGANIZATION. Sodexho represents and warrants that it is a societe
anonyme duly organized, validly existing and in good standing under the laws of
France.

        2.2 DUE AUTHORIZATION. Sodexho has all right, power and authority to
enter into this Agreement and to consummate the transactions contemplated
hereby. The execution and delivery of this Agreement by Sodexho and the
consummation by Sodexho of the transactions contemplated hereby have been duly
authorized by all necessary action on behalf of Sodexho. This Agreement has been
duly executed and delivered by Sodexho and constitutes a valid and binding
agreement of Sodexho enforceable in accordance with its terms, except that (i)
such enforcement may be subject to bankruptcy, insolvency, reorganization,
moratorium or other similar laws now or hereafter in effect relating to
creditors' rights, and (ii) the remedy of specific performance and injunctive
and other forms of equitable relief may be subject to equitable defenses and to
the discretion of the court before which any proceeding therefor may be brought.

        2.3 OWNERSHIP OF SHARES. (i) Sodexho is the beneficial owner of the
number of Shares set forth in Section 1.1 hereof, free and clear of all liens,
claims, charges, restrictions, security interests, equities, proxies, pledges or
encumbrances of any kind; (ii) except for the Shares, Sodexho does not own any
other capital stock, equity interest or debt instrument issued by CCA, nor does
it own any right, option or warrant to acquire any of the foregoing; (iii)
Sodexho has the full right, power, authority and capacity to sell and transfer
the Shares owned by it; and (iv) by virtue of the transfer of the Shares owned
by Sodexho to Prison Realty at the Closing, Prison Realty will obtain full title
to such Shares, free and clear of all liens, claims, charges, restrictions,
security interests, equities, proxies, pledges or encumbrances of any kind. As
of the date of the Closing, Sodexho represents that it has no claims of any kind
against Prison Realty or CCA with respect to the Shares, or the sale thereof.

        2.4 CONFLICTING AGREEMENTS AND OTHER MATTERS. Neither the execution and
delivery of this Agreement nor the performance by Sodexho of its obligations
hereunder will conflict with, result in a breach of the terms, conditions or
provisions of, constitute a default under, result in the creation of any
mortgage, security interest, encumbrance, lien or charge of any kind upon any of
the properties or assets of Sodexho pursuant to, or require any consent,
approval or other action by or any notice to or filing with any court or
administrative or governmental body pursuant to, the

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organizational documents or agreements of Sodexho or any agreement, instrument,
order, judgment, decree, statute, law, rule or regulation by which Sodexho is
bound.

        2.5 BROKERAGE. There are no claims for brokerage commissions or finder's
fees or similar compensation in connection with the transactions contemplated by
this Agreement based on any arrangement made by or on behalf of Sodexho.

        2.6 OFFERING OF SHARES. Neither Sodexho nor any Person, as defined
hereafter, acting on the behalf of it has offered the Shares for sale to,
solicited any offers to buy the Shares from or otherwise approached or
negotiated with respect to the CCA Common Stock with any Person other than
Prison Realty. Neither Sodexho nor any Person acting on the behalf of it has
taken or will take any action (including, without limitation, any offering of
any securities of CCA under circumstances which would require the integration of
such offering with the offering of the Shares under the Securities Act of 1933,
as amended (the "Act") and the rules and regulations of the U.S. Securities and
Exchange Commission (the "Commission") thereunder) which might subject the sale
of the Shares to the registration requirements of Section 5 of the Act.

        2.7 ACTIONS PENDING; COMPLIANCE WITH LAW. (a) There is no action, suit,
investigation, proceeding, claim or penalty pending or, to the knowledge of
Sodexho threatened by any public official or governmental authority or agency,
against Sodexho or any of its respective properties or assets by or before any
court, arbitrator or governmental body, department, commission, board, bureau,
agency or instrumentality, which questions the validity of this Agreement or the
Shares or any action taken or to be taken pursuant hereto or thereto or which is
reasonably likely to result in any material adverse change in the business,
prospects or financial condition of Sodexho, (b) Sodexho is not in default in
any material respect with respect to any judgment, order, writ, injunction,
decree or award; and (c) the business of Sodexho is in compliance with
applicable Federal, state and local laws and regulations, as well as all
applicable laws and regulations of any applicable foreign governmental agency or
authority, all to the extent necessary to avoid any material adverse effect on
the business, properties or condition (financial or other) of Sodexho taken as a
whole.

3. REPRESENTATIONS AND WARRANTIES OF PRISON REALTY. Prison Realty hereby
represents and warrants to Sodexho as of the date hereof as follows:

        3.1 ORGANIZATION. Prison Realty is a corporation duly organized and
existing in good standing under the laws of the State of Maryland and has the
power to own its respective property and to carry on its respective business as
now being conducted.

        3.2 DUE AUTHORIZATION.

            (A) The execution and delivery of this Agreement by Prison Realty
and compliance by Prison Realty with all the provisions of this Agreement: (i)
are within the corporate power and authority of Prison Realty; and (ii) have
been authorized by all requisite corporate

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proceedings on the part of Prison Realty. This Agreement has been duly executed
and delivered by Prison Realty and constitutes the valid and binding agreement
of Prison Realty enforceable in accordance with its terms, except that (a) such
enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium
or other similar laws now or hereafter in effect relating to creditors rights,
and (b) the remedy of specific performance and injunctive and other forms of
equitable relief may be subject to equitable defenses and to the discretion of
the court before which any proceeding therefor may be brought.

            (B) The issuance of the Prison Realty Common Stock to be issued
pursuant to the terms of this Agreement has been duly authorized by Prison
Realty, and the shares of Prison Realty Common Stock to be issued pursuant to
the terms of this Agreement have been reserved for issuance and, when issued and
delivered in accordance with this Agreement, will be validly issued, fully paid
and nonassessable and listed for trading on the NYSE or such other exchange as
Prison Realty Common Stock may be traded. There are no preemptive rights or
other rights to subscribe for or purchase securities existing with respect to
the issuance of the Prison Realty Common Stock by Prison Realty pursuant hereto.

            (C) Prison Realty shall: (i) at the Closing, have filed with the
Commission a registration statement which shall have been declared effective by
the Commission with respect to the issuance of the Prison Realty Common Stock at
Closing; or, in the alternative, (ii) have filed, within 15 days following the
Closing, a registration statement which is subsequently declared effective by
the Commission within 60 days following the filing of such registration
statement with the Commission.

        3.3 CONFLICTING AGREEMENTS AND CHARTER PROVISIONS. Neither the execution
and delivery of this Agreement and the purchase of the Shares or the issuance
and delivery of the Prison Realty Common Stock as consideration therefore, nor
fulfillment of nor compliance with the terms and provisions hereof or thereof,
will conflict with or result in a breach of the terms, conditions or provisions
of, or give rise to a right of termination under, or constitute a default under,
or result in any violation of, the Charter or Bylaws of Prison Realty or any
mortgage, agreement, security, instrument, order, judgment, decree, statute,
law, rule or regulation to which Prison Realty or any of its property is
subject.

        3.4 BROKERS OR FINDERS. No agent, broker, investment banker or other
firm or Person, is or will be entitled to any broker's fee or any other
commission or similar fee from Prison Realty in connection with any of the
transactions contemplated by this Agreement. As used herein, "Person" shall mean
any individual, partnership, joint venture, corporation, trust, unincorporated
organization, government or department or agency of a government.

        3.5 FULL DISCLOSURE. Neither the representations appearing in Section 3
of this Agreement, nor any schedule, exhibit, list, certificate or other
instrument and document furnished or to be furnished by Prison Realty to Sodexho
pursuant to this Agreement contains any untrue

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statement of a material fact or omits to state any material fact required to be
stated herein or therein or necessary to make the statements and information
contained herein or therein not misleading.

4. CONDITIONS TO THE OBLIGATIONS OF EACH OF PRISON REALTY AND SODEXHO. The
obligations of the parties to consummate the transactions contemplated hereunder
shall be contingent upon the satisfaction of the conditions contained in this
Section 4. If any of these conditions is not satisfied, or waived by the
appropriate party, no party hereto shall have any obligation to perform any of
its obligations under this Agreement, and this Agreement shall be void and of no
further force and effect.

        4.1 Those conditions precedent set forth in Sections 6.01, 6.02, and
6.03 of the Merger Agreement.

        4.2 The approval of the Merger and the transactions contemplated hereby
by Lehman Commercial Paper Inc. ("Lehman"), the administrative agent of the
Company's $1.0 billion senior secured credit facility, as required by the terms
of the Amended and Restated Credit Agreement dated August 4, 1999 by and among
the Company as Borrower, certain of its subsidiaries as Guarantors, those
parties identified as the Lenders thereunder, Lehman as Administrative Agent,
Societe Generale as Documentation Agent, The Bank of Nova Scotia as Syndication
Agent, and Southtrust Bank (formerly known as Southtrust Bank, N.A.) as
Co-Agent, as amended by the terms of that ceratin Waiver and Amendment, dated
June 9, 2000.

        4.3 The waiting period applicable to the purchase of the Shares under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, shall
have expired or been terminated.

5. CONDITIONS TO THE OBLIGATIONS OF PRISON REALTY. The obligation of Prison
Realty to purchase the Shares at the Closing is, at its option, subject to the
satisfaction, on or before such date, of the following conditions:

            (A) The representations and warranties of Sodexho contained in
Section 2 hereof shall be true and correct on and as of the date of the Closing
with the same effect as though such representations and warranties had been made
on and as of such date, and Sodexho shall have certified to such effect to
Prison Realty in writing.

            (B) Sodexho shall have performed and complied with all agreements
and conditions contained herein required to be performed or complied with by it
prior to or at the date of the Closing, and Sodexho shall have certified to such
effect to Prison Realty in writing.

            (C) All corporate and other proceedings to be taken by Sodexho in
connection with the transactions contemplated hereby and all documents incident
thereto shall be satisfactory in form and substance to Prison Realty and its
counsel, and Prison Realty and its counsel shall have received all such
counterpart originals or certified or other copies of such documents as they may
reasonably request.

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            (D) Pursuant to Section 1.3 herein, Sodexho shall have voted, or
caused to be voted, all of the Shares in favor of the Merger and the related
transactions to be approved by the stockholders of CCA in connection therewith
and shall have voted, or caused to be voted, all shares of Prison Realty Common
Stock owned by it in favor of the matters necessary to complete the
Restructuring to be approved by the stockholders of Prison Realty in connection
therewith.

6. CONDITIONS TO THE OBLIGATIONS OF SODEXHO. The obligation of Sodexho to sell
the Shares being purchased by Prison Realty at the Closing is subject to the
satisfaction, on or before such dates, of the following conditions:

            (A) The representations and warranties contained in Section 3 hereof
shall be true and correct on and as of the date of the Closing with the same
effect as though such representations and warranties had been made on and as of
such date.

            (B) Prison Realty shall have performed and complied with all
agreements and conditions contained herein required to be performed or complied
with by it prior to or on the date of the Closing.

            (C) All corporate and other proceedings to be taken by Prison Realty
in connec tion with the transactions contemplated hereby and all documents
incident thereto shall be satisfactory in form and substance to Sodexho and its
counsel, and Sodexho and its counsel shall have received all such counterpart
originals or certified or other copies of such documents as they may reasonably
request.

            (D) The shares of Prison Realty Common Stock to be issued as
consideration for the purchase of the Shares shall have been approved for
listing on the NYSE, subject to official notice of issuance, if applicable.

            (E) The Stock Acquisition Agreement by and among Prison Realty; CCA;
Juvenile and Jail Facility Management Services Inc., a Tennessee corporation;
Corrections Corporation of America (U.K.) Limited, a company incorporated in
England and Wales; and Sodexho, shall have been duly executed by the parties
thereto.

7. MISCELLANEOUS.

        7.1 CLAIMS BY SODEXHO. Assuming full compliance by Prison Realty with
its obligations under this Agreement, Sodexho, on behalf of itself and each of
its successors, assigns, affiliates, agents, officers, directors, employees and
representatives, hereby knowingly and voluntarily releases, acquits and forever
discharges Prison Realty and its successors, assigns, affiliates, agents,
officers, directors, employees and representatives from any and all actions,
causes of action, claims, suits, damages, costs, judgments and any and all other
liabilities of any, either in law or in equity, which have arisen or may arise
as a result of or related to Baron's status as a shareholder of CCA, including,
but not limited to, its initial purchase of shares of CCA Common Stock in
December

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1998, and the payment by Prison Realty of the Baron Consideration in connection
with Prison Realty's purchase of shares of CCA Common Stock held by Baron and
Baron's consent to the Merger.

        7.2 REGISTRATION RIGHTS. In the event the shares issued to Sodexho under
the terms of this Agreement are deemed not to be registered for the purposes of
resale under the Securities Act of 1933, as amended (the "Act"), Prison Realty
shall, upon the request of Sodexho, promptly register all or a portion of such
shares for the purposes of resale under the Act pursuant to a registration
statement covering such resale filed with, and declared effective by, the
Securities and Exchange Commission.

        7.3 GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Tennessee without giving effect to
conflicts of law principles thereof. The English language version of all
documents related to the transactions contemplated hereby will govern.

        7.4 JURISDICTION; FORUM; SERVICE OF PROCESS; WAIVER OF JURY TRIAL. With
respect to any suit, action or proceeding ("Proceeding") arising out of or
relating to this Agreement each of Prison Realty and Sodexho hereby irrevocably:

            (A) submit to the non-exclusive jurisdiction of the United States
District Court for the Middle District of Tennessee or any state court located
in the State of Tennessee, County of Davidson and the non-exclusive jurisdiction
of the U.S. District Court for the Southern District of New York (collectively,
the "Selected Courts") and waive any objection to venue being laid in the
Selected Courts whether based on the grounds of FORUM NON CONVENIENS or
otherwise;

            (B) consent to service of process in any Proceeding by the mailing
of copies thereof by registered or certified mail, postage prepaid, or by
recognized international express carrier or delivery service, to any party
hereto at their respective addresses referred to in Section 7.5 hereof;
provided, however, that nothing herein shall affect the right of any party
hereto to serve process in any other manner permitted by law; and

            (C) waive, to the fullest extent permitted by law, any right they
may have to a trial by jury in any Proceeding.

        7.5 SUCCESSORS AND ASSIGNS. Except as otherwise provided herein, the
provisions hereof shall inure to the benefit of, and be binding upon, the
successors by operation of law and permitted assigns of the parties hereto. No
assignment of this Agreement may be made by any party at any time, whether or
not by operation of law, without the other parties' prior written consent.

        7.6 ENTIRE AGREEMENT; AMENDMENT. This Agreement together with the
Exhibits attached hereto constitutes the full and entire understanding and
agreement between the parties with regard to the subjects hereof. Except as
expressly provided herein, neither this Agreement nor any

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term hereof may be amended, waived, discharged or terminated other than by a
written instrument signed by all parties hereto.

        7.7 NOTICES, ETC. All notices and other communications provided for or
permitted hereunder shall be made in writing and delivered by hand delivery,
facsimile, or any courier guaranteeing overnight delivery to the addresses
and/or facsimile numbers listed below. All such notices and communications shall
be deemed to have been duly given: at the time delivered by hand, if personally
delivered; five business days after being deposited in the mail, postage
prepaid, if mailed; when receipt is confirmed, if delivered by facsimile; and on
the next business day, if timely delivered to a courier guaranteeing overnight
delivery.

        if to Prison Realty:

        Prison Realty Trust, Inc.
        10 Burton Hills Boulevard, Suite 100
        Nashville, Tennessee 37215
        Attention: John D. Ferguson, Chief Executive Officer and President

        with a copy to:

        Stokes & Bartholomew, P.A.
        424 Church St., Suite 2800
        Nashville, Tennessee 37219
        Attention: Elizabeth E. Moore, Esq.

        if to Sodexho:

        Sodexho Alliance, S.A.
        Port de la Bourdonnais
        75007 Paris, FRANCE
        Attention: Jean Pierre Cuny

        with a copy to:

        Ropes & Gray
        One International Place
        Boston, Massachusetts 02110-2624
        Attention: Howard K. Fuguet, Esq.

or to such other address as any party may, from time to time, designate in a
written notice given in a like manner.




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        7.8 DELAYS OR OMISSIONS. Except as expressly provided herein, no delay
or omission to exercise any right, power or remedy accruing to any party hereto
upon any breach or default of another party under this Agreement, shall impair
any such right, power or remedy nor shall it be construed to be a waiver of any
such breach or default, or an acquiescence therein, or of any similar breach or
default thereafter occurring; nor shall any waiver of any single breach or
default be deemed a waiver of any other breach or default theretofore or
thereafter occurring. Any waiver, permit, consent or approval of any kind or
character on the part of any party of any breach or default under this
Agreement, or any waiver on the part of any such party of any provisions or
conditions of this Agreement, must be in writing and shall be effective only to
the extent specifically set forth in such writing. All remedies, either under
this Agreement or by law or otherwise afforded to any party shall be cumulative
and not alternative.

        7.9 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which may be executed by only one of the parties hereto,
each of which shall be enforceable against the party actually executing such
counterpart, and all of which together shall constitute one instrument.

        7.10 SEVERABILITY. In the event that any provision of this Agreement
becomes or is declared by a court of competent jurisdiction to be illegal,
unenforceable or void, this Agreement shall continue in full force and effect
without said provisions; provided that no such severability shall be effective
if it materially changes the economic benefit of this Agreement to any party. It
is hereby stipulated and declared to be the intention of the parties that they
would have executed the remaining terms, provisions, covenants and restrictions
without including any of such which may be hereafter declared invalid, void or
unenforceable.

        7.11 TITLES AND SUBTITLES. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement. The terms "affiliate" and "associate"
shall have the meanings ascribed to them in Rule 12b-2 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").

        7.12 FURTHER ACTIONS; REASONABLE EFFORTS. Upon the terms and subject to
the conditions hereof, each of the parties agrees to use its reasonable efforts
to take, or cause to be taken, all actions, and to do, or cause to be done, and
to assist and cooperate with the other parties in doing, all things necessary,
proper or advisable to consummate and make effective, in the most expeditious
manner practicable, the transactions contemplated by this Agreement, including
without limitation (i) the obtaining of all necessary actions or nonactions,
waivers, consents and approvals from governmental or regulatory entities and the
making of all necessary registrations and filings and the taking of all steps as
may be necessary to obtain an approval or waiver from, or to avoid an action or
proceeding by, any Governmental Entity, (ii) the obtaining of all necessary
consents, approvals or waivers from third parties, (iii) the defending of any
lawsuits or other legal proceedings, whether judicial or administrative,
challenging this Agreement or the consummation of the transactions contemplated
hereby, including seeking to have any stay or temporary restraining order
entered by any court or other Governmental Entity or any restraint vacated or
reversed, and (iv) the execution and delivery

                                       11


<PAGE>   12



of any additional instruments necessary to consummate the transactions
contemplated by, and to fully carry out the purposes of this Agreement.

        7.13 ENFORCEMENT OF AGREEMENT. The parties hereto agree that irreparable
damage would occur in the event that any of the provisions of this Agreement
were not performed in accordance with its specific terms or was otherwise
breached. It is accordingly agreed that the parties shall be entitled to an
injunction or injunctions and other equitable remedies to prevent breaches of
this Agreement and to enforce specifically the terms and provisions hereof in
any of the Selected Courts, this being in addition to any other remedy to which
they are entitled at law or in equity. Any requirements for the securing or
posting of any bond with respect to such remedy are hereby waived by each of the
parties hereto.

        7.14 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. (a) All representations
and warranties contained herein or made in writing by any party in connection
herewith shall survive the execution and delivery of this Agreement and the
purchase, sale and delivery of the Shares, regardless of any investigation made
by or on behalf of any party; (b) Sodexho hereby covenants and agrees with
Prison Realty that, regardless of any investigation made at any time by or on
behalf of Prison Realty or any information Prison Realty may have and,
regardless of the Closing hereunder, Sodexho shall indemnify Prison Realty and
its respective directors, officers, employees and affiliates, and each of its
successors and assigns, and hold it and them harmless from, against and in
respect of any and all costs, losses, claims, liabilities, fines, penalties,
damages and expenses (including interest which may be imposed in connection
therewith, court costs and reasonable fees and disbursements of counsel)
incurred by any of them resulting from any misrepresentation, breach of warranty
or nonfulfillment of any agreement, covenant or obligation made by Sodexho in
this Agreement (including, without limitation, any certificate, document or
instrument delivered in connection herewith); and (c) Prison Realty hereby
covenants and agrees with Sodexho that, regardless of any investigation made at
any time by or on behalf of Sodexho or any information Sodexho may have and,
regardless of the Closing hereunder, Prison Realty shall indemnify Sodexho and
its respective directors, officers, employees and affiliates, and each of its
successors and assigns, and hold it and them harmless from, against and in
respect of any and all costs, losses, claims, liabilities, fines, penalties,
damages and expenses (including interest which may be imposed in connection
therewith, court costs and reasonable fees and disbursements of counsel)
incurred by any of them resulting from any misrepresentation, breach of warranty
or nonfulfillment of any agreement, covenant or obligation made by Prison Realty
in this Agreement (including, without limitation, any certificate, document or
instrument delivered in connection herewith).

        7.15 EXPENSES. Except as otherwise provided in this Agreement, or in any
other agreement referred to in this Agreement, each of the parties shall be
responsible for their own expenses relating to the transactions contemplated
hereby, except for filing fees previously paid by Prison Realty in connection
with the approval of the Merger and the transactions contemplated hereby by the
Federal Trade Commission under the Hart-Scott-Rodino Antitrust Improvement Act
of 1976.

                                       12


<PAGE>   13


        IN WITNESS WHEREOF, Prison Realty and Sodexho have caused this Agreement
to be duly executed and delivered, all as of the day and year first above
written.

                                    PRISON REALTY:

                                    PRISON REALTY TRUST, INC.
                                    A MARYLAND CORPORATION



                                    By: /s/ John D. Ferguson
                                        ----------------------------------------
                                    Its: President/Chief Executive Officer
                                         ---------------------------------------


                                    SODEXHO:

                                    SODEXHO ALLIANCE, S.A.
                                    A FRENCH SOCIETE ANONYME



                                    By: /s/ Jean-Pierre Cuny
                                        ----------------------------------------
                                    Its: Senior Vice President
                                         ---------------------------------------







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</TEXT>
</DOCUMENT>
