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Preview Full Doc	2001	Agreement and Plan of Merger Agreement and Plan of Merger (126K) Doc #1397243: Click preview link for longer preview. AGREEMENT AND PLAN OF MERGER dated as of May 1, 2001 among SODEXHO MARRIOTT SERVICES, INC. SODEXHO ALLIANCE, S.A. and SMS ACQUISITION CORP. <PAGE> TABLE OF CONTENTS ----------------- . . . 1397243	Sodexho Alliance, SA Sodexho Alliance, SA ( Apparel ) As referenced in this Agreement and Plan of Merger: SODEXHO ALLIANCE, – AGREEMENT AND PLAN OF MERGER <TEXT> <PAGE> Exhibit 2.1 AGREEMENT AND PLAN OF MERGER dated as of May 1, 2001 among SODEXHO MARRIOTT SERVICES, INC. SODEXHO ALLIANCE, S.A. and SMS ACQUISITION CORP. <PAGE> TABLE OF CONTENTS ----------------- PAGE ---- ARTICLE 1 DEFINITIONS SECTION 1.01. Definitions............................................ 1 ARTICLE 2 THE OFFER SECTION 2.01. The _____________ Sodexho Alliance, – iii <PAGE> AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER dated as of May 1, 2001, among Sodexho Marriott Services, Inc., a Delaware corporation (the "Company"), Sodexho Alliance, S.A., a societe anonyme organized under the laws of the Republic of France ("Parent"), and SMS Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (" _____________ Sodexho Alliance, – 01. Notices. All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission) and shall be given, if to Parent or Merger Subsidiary, to: Sodexho Alliance, S.A. 3, Avenue Newton 78180 Montigny-le-Bretonneux, France Attention: Bernard Carton Fax: 011-33-1-30-85-50-88 with a copy to: Davis Polk & Wardwell _____________ SODEXHO ALLIANCE, – their respective authorized officers as of the day and year first above written. SODEXHO MARRIOTT SERVICES, INC. By: /s/ Michel Landel ------------------------------------ Name: Michel Landel Title: President and Chief Executive Officer SODEXHO ALLIANCE, S.A. By: /s/ Pierre Bellon ------------------------------------ Name: Pierre Bellon Title: Chairman and Chief Executive Officer SMS ACQUISITION CORP. By: /s/ Denis Robin ------------------------------------ Name: Denis Robin Title: President 42 < _____________ dt 1706939 ; Sodexho Marriott Services Sodexho Marriott Services Inc ;	BNY Bank of New York ( Money Center Banks ) As referenced in this Agreement and Plan of Merger: Bank of New York, – Rights" means the preferred stock purchase rights issued pursuant to the Rights Agreement. "Rights Agreement" means the Rights Agreement dated as of October 8, 1993 between the Company and The Bank of New York, as Rights Agent, as amended by Amendment No. 1 thereto dated as of September 30, 1997 and Amendment No. 2 thereto dated as of March 27, 1998. "SEC" means _____________ dt 1726334 ; GSI Goldman Sachs International ( Financial ) As referenced in this Agreement and Plan of Merger: Goldman Sachs International – or omissions included in the Offer Documents based upon information furnished to Parent or Merger Subsidiary by the Company specifically for use therein. SECTION 6.06. Finders' Fees. Except for Goldman Sachs International , whose fees will be paid by Parent, there is no investment banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf _____________ dt 1722585
Preview Full Doc	2001	Assistance Agreement Assistance Agreement (22K) Doc #924212: Click preview link for longer preview. ASSISTANCE AGREEMENT This ASSISTANCE AGREEMENT (this "Agreement") is made and entered into as of March 27, 1998 by and between SODEXHO ALLIANCE, S.A. a societe anonyme organized under the laws of the Republic of France ("Sodexho"), and MARRIOTT INTERNATIONAL, INC., a Delaware corporation to be renamed "Sodexho Marriott Services, Inc." ("SMS"). W I T N E S S E T H: WHEREAS, Sodexho has significant experience and knowledge in the administration, trading, organization, control, . . . 924212	Sodexho Alliance, SA Sodexho Alliance, SA ( Apparel ) As referenced in this Assistance Agreement: SODEXHO ALLIANCE, – OF MARCH 27, 1998 Exhibit 99.(d)(5) ASSISTANCE AGREEMENT This ASSISTANCE AGREEMENT (this "Agreement") is made and entered into as of March 27, 1998 by and between SODEXHO ALLIANCE, S.A. a societe anonyme organized under the laws of the Republic of France ("Sodexho"), and MARRIOTT INTERNATIONAL, INC., a Delaware corporation to be renamed "Sodexho Marriott Services, Inc." (" _____________ Sodexho Alliance, – Financial Officer With a copy to: Sodexho Marriott Services, Inc. 10400 Fernwood Road Bethesda, MD 20817 U.S.A. Fax: (301) 380-6727 Attn: General Counsel If to Sodexho, to: Sodexho Alliance, S.A. 3, avenue Newton 78180 Montigny Le Bretonneux France Fax: 011-33-1-3085-5005 Attn: Bernard Carton All such notices, requests and other communications shall be deemed _____________ SODEXHO ALLIANCE, – injunction or any other equitable remedy which may then be available. 9 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. SODEXHO ALLIANCE, S.A. /s/ Bernard Carton ------------------------------------------ Name: Bernard Carton Title: Senior Vice President And Chief Financial Officer MARRIOTT INTERNATIONAL, INC. (to be renamed "Sodexho Marriott Services, Inc.") /s/ Lawrence E. _____________ Sodexho Alliance, – Termination of Assistance Agreement The undersigned hereby agree that, effective as of the date hereof, the Assistance Agreement (the "1992 Agreement") dated as of September 1, 1992, as amended, between Sodexho Alliance, S.A. ("Sodexho SA") and Sodexho USA, Inc. ("Sodexho USA") shall terminate and have no further force or effect. Sodexho SA shall promptly issue to Sodexho USA an invoice _____________ SODEXHO ALLIANCE, – 1992 Agreement, and Sodexho USA shall promptly make payment in respect thereof. IN WITNESS WHEREOF, the parties hereto have caused this Termination to be duly executed on March 27, 1998. SODEXHO ALLIANCE, S.A. ------------------------------------------ Name: Title: SODEXHO USA, Inc. ------------------------------------------ Name: Title: _____________ dt 1360599 ; Marriott Int'l Marriott International Inc. ( Hotels & Motels ) As referenced in this Assistance Agreement: MARRIOTT INTERNATIONAL, INC – made and entered into as of March 27, 1998 by and between SODEXHO ALLIANCE, S.A. a societe anonyme organized under the laws of the Republic of France ("Sodexho"), and MARRIOTT INTERNATIONAL, INC ., a Delaware corporation to be renamed "Sodexho Marriott Services, Inc." ("SMS"). W I T N E S S E T H: WHEREAS, Sodexho has significant experience and knowledge in _____________ Marriott International, Inc – dated as of the date hereof by and between Sodexho and SMS (the "Royalty Agreement"), the Agreement and Plan of Merger dated as of September 30, 1997 by and among Marriott International, Inc . ("MII"), Marriott-ICC Merger Corp., New Marriott MI, Inc. ("Spinco"), Sodexho and International Catering Corporation, as amended (the "Merger Agreement"), the Distribution Agreement dated as of September 30, 1997 _____________ MARRIOTT INTERNATIONAL, INC – hereto have executed this Agreement as of the date first above written. SODEXHO ALLIANCE, S.A. /s/ Bernard Carton ------------------------------------------ Name: Bernard Carton Title: Senior Vice President And Chief Financial Officer MARRIOTT INTERNATIONAL, INC . (to be renamed "Sodexho Marriott Services, Inc.") /s/ Lawrence E. Hyatt ------------------------------------------ Name: Lawrence E. Hyatt Title: Vice President Annex A Termination of Assistance Agreement The undersigned hereby agree _____________ dt 1326867 ;	Sodexho Alliance, SA Sodexho Alliance, SA ( Restaurants ) As referenced in this Assistance Agreement: SODEXHO ALLIANCE, – OF MARCH 27, 1998 Exhibit 99.(d)(5) ASSISTANCE AGREEMENT This ASSISTANCE AGREEMENT (this "Agreement") is made and entered into as of March 27, 1998 by and between SODEXHO ALLIANCE, S.A. a societe anonyme organized under the laws of the Republic of France ("Sodexho"), and MARRIOTT INTERNATIONAL, INC., a Delaware corporation to be renamed "Sodexho Marriott Services, Inc." (" _____________ Sodexho Alliance, – Financial Officer With a copy to: Sodexho Marriott Services, Inc. 10400 Fernwood Road Bethesda, MD 20817 U.S.A. Fax: (301) 380-6727 Attn: General Counsel If to Sodexho, to: Sodexho Alliance, S.A. 3, avenue Newton 78180 Montigny Le Bretonneux France Fax: 011-33-1-3085-5005 Attn: Bernard Carton All such notices, requests and other communications shall be deemed _____________ SODEXHO ALLIANCE, – injunction or any other equitable remedy which may then be available. 9 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. SODEXHO ALLIANCE, S.A. /s/ Bernard Carton ------------------------------------------ Name: Bernard Carton Title: Senior Vice President And Chief Financial Officer MARRIOTT INTERNATIONAL, INC. (to be renamed "Sodexho Marriott Services, Inc.") /s/ Lawrence E. _____________ Sodexho Alliance, – Termination of Assistance Agreement The undersigned hereby agree that, effective as of the date hereof, the Assistance Agreement (the "1992 Agreement") dated as of September 1, 1992, as amended, between Sodexho Alliance, S.A. ("Sodexho SA") and Sodexho USA, Inc. ("Sodexho USA") shall terminate and have no further force or effect. Sodexho SA shall promptly issue to Sodexho USA an invoice _____________ SODEXHO ALLIANCE, – 1992 Agreement, and Sodexho USA shall promptly make payment in respect thereof. IN WITNESS WHEREOF, the parties hereto have caused this Termination to be duly executed on March 27, 1998. SODEXHO ALLIANCE, S.A. ------------------------------------------ Name: Title: SODEXHO USA, Inc. ------------------------------------------ Name: Title: _____________ dt 1548945
Preview Full Doc	2001	Assistance Agreement Assistance Agreement (22K) Doc #1397239: Click preview link for longer preview. ASSISTANCE AGREEMENT This ASSISTANCE AGREEMENT (this "Agreement") is made and entered into as of March 27, 1998 by and between SODEXHO ALLIANCE, S.A. a societe anonyme organized under the laws of the Republic of France ("Sodexho"), and MARRIOTT INTERNATIONAL, INC., a Delaware corporation to be renamed "Sodexho Marriott Services, Inc." ("SMS"). W I T N E S S E T H: WHEREAS, Sodexho has significant experience and knowledge in the administration, trading, organization, . . . 1397239	Sodexho Alliance, SA Sodexho Alliance, SA ( Apparel ) As referenced in this Assistance Agreement: SODEXHO ALLIANCE, – lt;TEXT> <PAGE> Exhibit 99.(d)(5) ASSISTANCE AGREEMENT This ASSISTANCE AGREEMENT (this "Agreement") is made and entered into as of March 27, 1998 by and between SODEXHO ALLIANCE, S.A. a societe anonyme organized under the laws of the Republic of France ("Sodexho"), and MARRIOTT INTERNATIONAL, INC., a Delaware corporation to be renamed "Sodexho Marriott Services, Inc." (" _____________ Sodexho Alliance, – Financial Officer With a copy to: Sodexho Marriott Services, Inc. 10400 Fernwood Road Bethesda, MD 20817 U.S.A. Fax: (301) 380-6727 Attn: General Counsel If to Sodexho, to: Sodexho Alliance, S.A. 3, avenue Newton 78180 Montigny Le Bretonneux France Fax: 011-33-1-3085-5005 Attn: Bernard Carton All such notices, requests and other communications shall be deemed _____________ SODEXHO ALLIANCE, – any other equitable remedy which may then be available. 9 <PAGE> IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. SODEXHO ALLIANCE, S.A. /s/ Bernard Carton ------------------------------------------ Name: Bernard Carton Title: Senior Vice President And Chief Financial Officer MARRIOTT INTERNATIONAL, INC. (to be renamed "Sodexho Marriott Services, Inc.") /s/ Lawrence E. _____________ Sodexho Alliance, – Termination of Assistance Agreement The undersigned hereby agree that, effective as of the date hereof, the Assistance Agreement (the "1992 Agreement") dated as of September 1, 1992, as amended, between Sodexho Alliance, S.A. ("Sodexho SA") and Sodexho USA, Inc. ("Sodexho USA") shall terminate and have no further force or effect. Sodexho SA shall promptly issue to Sodexho USA an invoice _____________ SODEXHO ALLIANCE, – 1992 Agreement, and Sodexho USA shall promptly make payment in respect thereof. IN WITNESS WHEREOF, the parties hereto have caused this Termination to be duly executed on March 27, 1998. SODEXHO ALLIANCE, S.A. ------------------------------------------ Name: Title: SODEXHO USA, Inc. ------------------------------------------ Name: Title: </TEXT> </DOCUMENT> _____________ dt 1360607 ; Marriott Int'l Marriott International Inc. ( Hotels & Motels ) As referenced in this Assistance Agreement: MARRIOTT INTERNATIONAL, INC – made and entered into as of March 27, 1998 by and between SODEXHO ALLIANCE, S.A. a societe anonyme organized under the laws of the Republic of France ("Sodexho"), and MARRIOTT INTERNATIONAL, INC ., a Delaware corporation to be renamed "Sodexho Marriott Services, Inc." ("SMS"). W I T N E S S E T H: WHEREAS, Sodexho has significant experience and knowledge in _____________ Marriott International, Inc – dated as of the date hereof by and between Sodexho and SMS (the "Royalty Agreement"), the Agreement and Plan of Merger dated as of September 30, 1997 by and among Marriott International, Inc . ("MII"), Marriott-ICC Merger Corp., New Marriott MI, Inc. ("Spinco"), Sodexho and International Catering Corporation, as amended (the "Merger Agreement"), the Distribution Agreement dated as of September 30, 1997 _____________ MARRIOTT INTERNATIONAL, INC – hereto have executed this Agreement as of the date first above written. SODEXHO ALLIANCE, S.A. /s/ Bernard Carton ------------------------------------------ Name: Bernard Carton Title: Senior Vice President And Chief Financial Officer MARRIOTT INTERNATIONAL, INC . (to be renamed "Sodexho Marriott Services, Inc.") /s/ Lawrence E. Hyatt ------------------------------------------ Name: Lawrence E. Hyatt Title: Vice President <PAGE> Annex A Termination of Assistance Agreement The undersigned _____________ dt 1326894 ;	Sodexho Alliance, SA Sodexho Alliance, SA ( Restaurants ) As referenced in this Assistance Agreement: SODEXHO ALLIANCE, – lt;TEXT> <PAGE> Exhibit 99.(d)(5) ASSISTANCE AGREEMENT This ASSISTANCE AGREEMENT (this "Agreement") is made and entered into as of March 27, 1998 by and between SODEXHO ALLIANCE, S.A. a societe anonyme organized under the laws of the Republic of France ("Sodexho"), and MARRIOTT INTERNATIONAL, INC., a Delaware corporation to be renamed "Sodexho Marriott Services, Inc." (" _____________ Sodexho Alliance, – Financial Officer With a copy to: Sodexho Marriott Services, Inc. 10400 Fernwood Road Bethesda, MD 20817 U.S.A. Fax: (301) 380-6727 Attn: General Counsel If to Sodexho, to: Sodexho Alliance, S.A. 3, avenue Newton 78180 Montigny Le Bretonneux France Fax: 011-33-1-3085-5005 Attn: Bernard Carton All such notices, requests and other communications shall be deemed _____________ SODEXHO ALLIANCE, – any other equitable remedy which may then be available. 9 <PAGE> IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. SODEXHO ALLIANCE, S.A. /s/ Bernard Carton ------------------------------------------ Name: Bernard Carton Title: Senior Vice President And Chief Financial Officer MARRIOTT INTERNATIONAL, INC. (to be renamed "Sodexho Marriott Services, Inc.") /s/ Lawrence E. _____________ Sodexho Alliance, – Termination of Assistance Agreement The undersigned hereby agree that, effective as of the date hereof, the Assistance Agreement (the "1992 Agreement") dated as of September 1, 1992, as amended, between Sodexho Alliance, S.A. ("Sodexho SA") and Sodexho USA, Inc. ("Sodexho USA") shall terminate and have no further force or effect. Sodexho SA shall promptly issue to Sodexho USA an invoice _____________ SODEXHO ALLIANCE, – 1992 Agreement, and Sodexho USA shall promptly make payment in respect thereof. IN WITNESS WHEREOF, the parties hereto have caused this Termination to be duly executed on March 27, 1998. SODEXHO ALLIANCE, S.A. ------------------------------------------ Name: Title: SODEXHO USA, Inc. ------------------------------------------ Name: Title: </TEXT> </DOCUMENT> _____________ dt 1548953 ; Sodexho Marriott Services Sodexho Marriott Services Inc
Preview Full Doc	2001	Facility Agreement Facility Agreement (351K) Doc #924197: Click preview link for longer preview. CONFORMED COPY TERM AND REVOLVING FACILITIES AGREEMENT (Euro) 1,720,000,000 and US$1,080,000,000 FACILITY AGREEMENT dated 6 April 2001 for SODEXHO ALLIANCE, S.A. arranged by CITIBANK INTERNATIONAL plc GOLDMAN SACHS INTERNATIONAL AND . . . 924197	Sodexho Alliance, SA Sodexho Alliance, SA ( Apparel ) As referenced in this Facility Agreement: SODEXHO ALLIANCE, – PAGE> Exhibit 99.(b)(1) CONFORMED COPY TERM AND REVOLVING FACILITIES AGREEMENT (Euro) 1,720,000,000 and US$1,080,000,000 FACILITY AGREEMENT dated 6 April 2001 for SODEXHO ALLIANCE, S.A. arranged by CITIBANK INTERNATIONAL plc GOLDMAN SACHS INTERNATIONAL AND SG INVESTMENT BANKING with SOCIETE GENERALE acting as Agent and SOCIETE GENERALE acting as Issuing Bank LINKLATERS & ALLIANCE _____________ SODEXHO ALLIANCE, – Form of TEG Letter......................................... 123 SCHEDULE 12 Material Subsidiaries...................................... 125 SCHEDULE 13 Form of Letter of Credit................................... 126 THIS AGREEMENT is dated 6 April 2001 and made between: (1) SODEXHO ALLIANCE, S.A. (the "Company"); (2) CITIBANK INTERNATIONAL plc, GOLDMAN SACHS INTERNATIONAL and SG INVESTMENT BANKING (whether acting individually or together, the "Arranger"); (3) THE FINANCIAL INSTITUTIONS listed in Schedule _____________ Sodexho Alliance, – if not an Obligor, has accepted its appointment in relation to the proposed Additional Obligor. SCHEDULE 3 Requests PART I Utilisation Request From: [Borrower] To: [Agent] Dated: Dear Sirs Sodexho Alliance, S.A. - (Euro) 1,720,000,000 and US$1,080,000,000 Facility Agreement dated [________] April 2001 (the "Facility Agreement") 1. We wish to borrow a Loan _____________ Sodexho Alliance, – name of relevant Borrower] ________________________________________________________________________________ * Delete as appropriate. PART II Selection Notice Applicable to a Facility A Loan or Facility B Loan From: [Borrower] To: [Agent] Dated: Dear Sirs Sodexho Alliance, S.A. - (Euro) 1,720,000,000 and US$1,080,000,000 Facility Agreement dated [________] April 2001 (the "Facility Agreement") 1. We refer to the following [Facility _____________ Sodexho Alliance, – this option if division of Loans is requested. * Use this option if sub-division is not required. PART III Letters of Credit From: [Borrower] To: [Agent] Dated: Dear Sirs Sodexho Alliance,** S.A. - (Euro) 1,720,000,000 and US$1,080,000,000 Facility Agreement dated [________] April 2001 (the "Facility Agreement") 1. We wish to arrange for a _____________ dt 1706933 ; Citicorp USA Citicorp USA, Inc. As referenced in this Facility Agreement: Citicorp USA, Inc – of that person or a Holding Company of that person or any other Subsidiary of that Holding Company; and (b) for the purposes of this Agreement: (i) Citibank International plc, Citicorp USA, Inc . and Citibank, N.A. will be treated as Affiliates of each other; (ii) Goldman Sachs Credit Partners, L.P. and Goldman Sachs International Bank will be treated as Affiliates _____________ Citicorp USA, Inc – the Kodak Existing Facility dated as of 27 March 1998) due to the transactions contemplated in this Agreement. "Lender" means: (a) any Original Lender (provided that Citibank International plc and Citicorp USA, Inc . shall be deemed to be a single Lender); and (b) any bank, financial institution or other person which has become a Party in accordance with Clause 26 (Changes to _____________ Citicorp USA, Inc – C> Citibank International (Euro)223,333,333.34 (Euro) 350,000,000 US$310,000,000 US$ 50,000,000 plc (for Utilisations other than to a US Person) Citicorp USA, Inc . (for Utilisations to a US Person) Goldman Sachs (Euro)223,333,333.33 (Euro) 350,000,000 US$310,000,000 US$ 50,000,000 International Bank Societe Generale ( _____________ CITICORP USA, INC – Jones The Arranger CITIBANK INTERNATIONAL plc By: John Stafford GOLDMAN SACHS INTERNATIONAL By: Jacquelyn Titus SG INVESTMENT BANKING By: Francois Dupin The Original Lenders CITIBANK INTERNATIONAL plc By: John Stafford CITICORP USA, INC . By: Steven R. Victorin GOLDMAN SACHS INTERNATIONAL BANK By: Jacquelyn Titus SOCIETE GENERALE By: Francois Dupin The Agent SOCIETE GENERALE Address: DEFI/ATM/LEV Tour Societe Generale 17, _____________ dt 1709856 ;	GSI Goldman Sachs International ( Financial ) As referenced in this Facility Agreement: GOLDMAN SACHS INTERNATIONAL – REVOLVING FACILITIES AGREEMENT (Euro) 1,720,000,000 and US$1,080,000,000 FACILITY AGREEMENT dated 6 April 2001 for SODEXHO ALLIANCE, S.A. arranged by CITIBANK INTERNATIONAL plc GOLDMAN SACHS INTERNATIONAL AND SG INVESTMENT BANKING with SOCIETE GENERALE acting as Agent and SOCIETE GENERALE acting as Issuing Bank LINKLATERS & ALLIANCE LINKLATERS Ref: PHPS CONTENTS CLAUSE PAGE _____________ GOLDMAN SACHS INTERNATIONAL – SCHEDULE 13 Form of Letter of Credit................................... 126 THIS AGREEMENT is dated 6 April 2001 and made between: (1) SODEXHO ALLIANCE, S.A. (the "Company"); (2) CITIBANK INTERNATIONAL plc, GOLDMAN SACHS INTERNATIONAL and SG INVESTMENT BANKING (whether acting individually or together, the "Arranger"); (3) THE FINANCIAL INSTITUTIONS listed in Schedule 1 as lenders (the "Original Lenders"); (4) SOCIETE GENERALE as agent _____________ Goldman Sachs International – of this Agreement: (i) Citibank International plc, Citicorp USA, Inc. and Citibank, N.A. will be treated as Affiliates of each other; (ii) Goldman Sachs Credit Partners, L.P. and Goldman Sachs International Bank will be treated as Affiliates of each other; and (iii) except, for the avoidance of doubt, for the purposes of Clause 24.12 (Transactions with Affiliates and shareholders), _____________ GOLDMAN SACHS INTERNATIONAL – avenue Newton - 78180, Montigny-le-Bretonneux, France Fax No: + 33 1 30 85 5185 Attention: The Corporate Secretary By: Sian Herbert-Jones The Arranger CITIBANK INTERNATIONAL plc By: John Stafford GOLDMAN SACHS INTERNATIONAL By: Jacquelyn Titus SG INVESTMENT BANKING By: Francois Dupin The Original Lenders CITIBANK INTERNATIONAL plc By: John Stafford CITICORP USA, INC. By: Steven R. Victorin GOLDMAN SACHS INTERNATIONAL BANK _____________ GOLDMAN SACHS INTERNATIONAL – John Stafford GOLDMAN SACHS INTERNATIONAL By: Jacquelyn Titus SG INVESTMENT BANKING By: Francois Dupin The Original Lenders CITIBANK INTERNATIONAL plc By: John Stafford CITICORP USA, INC. By: Steven R. Victorin GOLDMAN SACHS INTERNATIONAL BANK By: Jacquelyn Titus SOCIETE GENERALE By: Francois Dupin The Agent SOCIETE GENERALE Address: DEFI/ATM/LEV Tour Societe Generale 17, cours Valmy 92972 Paris La Defense Cedex _____________ dt 1866072
Preview Full Doc	2001	Facility Agreement Facility Agreement (351K) Doc #1397232: Click preview link for longer preview. CONFORMED COPY TERM AND REVOLVING FACILITIES AGREEMENT (Euro) 1,720,000,000 and US$1,080,000,000 FACILITY AGREEMENT dated 6 April 2001 for SODEXHO ALLIANCE, S.A. arranged by CITIBANK INTERNATIONAL plc GOLDMAN SACHS INTERNATIONAL . . . 1397232	Sodexho Alliance, SA Sodexho Alliance, SA ( Apparel ) As referenced in this Facility Agreement: SODEXHO ALLIANCE, – gt; Exhibit 99.(b)(1) CONFORMED COPY TERM AND REVOLVING FACILITIES AGREEMENT (Euro) 1,720,000,000 and US$1,080,000,000 FACILITY AGREEMENT dated 6 April 2001 for SODEXHO ALLIANCE, S.A. arranged by CITIBANK INTERNATIONAL plc GOLDMAN SACHS INTERNATIONAL AND SG INVESTMENT BANKING with SOCIETE GENERALE acting as Agent and SOCIETE GENERALE acting as Issuing Bank LINKLATERS & _____________ SODEXHO ALLIANCE, – TEG Letter......................................... 123 SCHEDULE 12 Material Subsidiaries...................................... 125 SCHEDULE 13 Form of Letter of Credit................................... 126 <PAGE> THIS AGREEMENT is dated 6 April 2001 and made between: (1) SODEXHO ALLIANCE, S.A. (the "Company"); (2) CITIBANK INTERNATIONAL plc, GOLDMAN SACHS INTERNATIONAL and SG INVESTMENT BANKING (whether acting individually or together, the "Arranger"); (3) THE FINANCIAL INSTITUTIONS listed in Schedule _____________ Sodexho Alliance, – an Obligor, has accepted its appointment in relation to the proposed Additional Obligor. <PAGE> SCHEDULE 3 Requests PART I Utilisation Request From: [Borrower] To: [Agent] Dated: Dear Sirs Sodexho Alliance, S.A. - (Euro) 1,720,000,000 and US$1,080,000,000 Facility Agreement dated [________] April 2001 (the "Facility Agreement") 1. We wish to borrow a Loan _____________ Sodexho Alliance, – relevant Borrower] ________________________________________________________________________________ * Delete as appropriate. <PAGE> PART II Selection Notice Applicable to a Facility A Loan or Facility B Loan From: [Borrower] To: [Agent] Dated: Dear Sirs Sodexho Alliance, S.A. - (Euro) 1,720,000,000 and US$1,080,000,000 Facility Agreement dated [________] April 2001 (the "Facility Agreement") 1. We refer to the following [Facility _____________ Sodexho Alliance, – if division of Loans is requested. * Use this option if sub-division is not required. <PAGE> PART III Letters of Credit From: [Borrower] To: [Agent] Dated: Dear Sirs Sodexho Alliance,** S.A. - (Euro) 1,720,000,000 and US$1,080,000,000 Facility Agreement dated [________] April 2001 (the "Facility Agreement") 1. We wish to arrange for a _____________ dt 1706938 ; Citicorp USA Citicorp USA, Inc. As referenced in this Facility Agreement: Citicorp USA, Inc – of that person or a Holding Company of that person or any other Subsidiary of that Holding Company; and (b) for the purposes of this Agreement: (i) Citibank International plc, Citicorp USA, Inc . and Citibank, N.A. will be treated as Affiliates of each other; (ii) Goldman Sachs Credit Partners, L.P. and Goldman Sachs International Bank will be treated as Affiliates _____________ Citicorp USA, Inc – the Kodak Existing Facility dated as of 27 March 1998) due to the transactions contemplated in this Agreement. "Lender" means: (a) any Original Lender (provided that Citibank International plc and Citicorp USA, Inc . shall be deemed to be a single Lender); and (b) any bank, financial institution or other person which has become a Party in accordance with Clause 26 (Changes to _____________ Citicorp USA, Inc – C> Citibank International (Euro)223,333,333.34 (Euro) 350,000,000 US$310,000,000 US$ 50,000,000 plc (for Utilisations other than to a US Person) Citicorp USA, Inc . (for Utilisations to a US Person) Goldman Sachs (Euro)223,333,333.33 (Euro) 350,000,000 US$310,000,000 US$ 50,000,000 International Bank Societe Generale ( _____________ CITICORP USA, INC – Jones The Arranger CITIBANK INTERNATIONAL plc By: John Stafford GOLDMAN SACHS INTERNATIONAL By: Jacquelyn Titus SG INVESTMENT BANKING By: Francois Dupin The Original Lenders CITIBANK INTERNATIONAL plc By: John Stafford CITICORP USA, INC . By: Steven R. Victorin GOLDMAN SACHS INTERNATIONAL BANK By: Jacquelyn Titus SOCIETE GENERALE By: Francois Dupin <PAGE> The Agent SOCIETE GENERALE Address: DEFI/ATM/LEV Tour Societe _____________ dt 1709932 ;	Sodexho Marriott Services Sodexho Marriott Services Inc ; GSI Goldman Sachs International ( Financial ) As referenced in this Facility Agreement: GOLDMAN SACHS INTERNATIONAL – REVOLVING FACILITIES AGREEMENT (Euro) 1,720,000,000 and US$1,080,000,000 FACILITY AGREEMENT dated 6 April 2001 for SODEXHO ALLIANCE, S.A. arranged by CITIBANK INTERNATIONAL plc GOLDMAN SACHS INTERNATIONAL AND SG INVESTMENT BANKING with SOCIETE GENERALE acting as Agent and SOCIETE GENERALE acting as Issuing Bank LINKLATERS & ALLIANCE LINKLATERS Ref: PHPS <PAGE> CONTENTS <TABLE& _____________ GOLDMAN SACHS INTERNATIONAL – Form of Letter of Credit................................... 126 <PAGE> THIS AGREEMENT is dated 6 April 2001 and made between: (1) SODEXHO ALLIANCE, S.A. (the "Company"); (2) CITIBANK INTERNATIONAL plc, GOLDMAN SACHS INTERNATIONAL and SG INVESTMENT BANKING (whether acting individually or together, the "Arranger"); (3) THE FINANCIAL INSTITUTIONS listed in Schedule 1 as lenders (the "Original Lenders"); (4) SOCIETE GENERALE as agent _____________ Goldman Sachs International – of this Agreement: (i) Citibank International plc, Citicorp USA, Inc. and Citibank, N.A. will be treated as Affiliates of each other; (ii) Goldman Sachs Credit Partners, L.P. and Goldman Sachs International Bank will be treated as Affiliates of each other; and (iii) except, for the avoidance of doubt, for the purposes of Clause 24.12 (Transactions with Affiliates and shareholders), _____________ GOLDMAN SACHS INTERNATIONAL – avenue Newton - 78180, Montigny-le-Bretonneux, France Fax No: + 33 1 30 85 5185 Attention: The Corporate Secretary By: Sian Herbert-Jones The Arranger CITIBANK INTERNATIONAL plc By: John Stafford GOLDMAN SACHS INTERNATIONAL By: Jacquelyn Titus SG INVESTMENT BANKING By: Francois Dupin The Original Lenders CITIBANK INTERNATIONAL plc By: John Stafford CITICORP USA, INC. By: Steven R. Victorin GOLDMAN SACHS INTERNATIONAL BANK _____________ GOLDMAN SACHS INTERNATIONAL – John Stafford GOLDMAN SACHS INTERNATIONAL By: Jacquelyn Titus SG INVESTMENT BANKING By: Francois Dupin The Original Lenders CITIBANK INTERNATIONAL plc By: John Stafford CITICORP USA, INC. By: Steven R. Victorin GOLDMAN SACHS INTERNATIONAL BANK By: Jacquelyn Titus SOCIETE GENERALE By: Francois Dupin <PAGE> The Agent SOCIETE GENERALE Address: DEFI/ATM/LEV Tour Societe Generale 17, cours Valmy 92972 Paris La _____________ dt 1722584
Preview Full Doc	2000	Option Agreement Option Agreement (21K) Doc #924289: Click preview link for longer preview. THIS OPTION AGREEMENT (the "Agreement") is made and entered into as of September 11, 2000, by and between JUVENILE AND JAIL FACILITY MANAGEMENT SERVICES, INC., a Tennessee corporation, or its designee ("JJFMS"), and SODEXHO ALLIANCE, S.A., a French societe anonyme, or its designee ("Sodexho"). W I T N E S S E T H: WHEREAS, pursuant to the terms of that certain Stock Acquisition Agreement, dated September 11, 2000 (the "Stock Acquisition Agreement"), Sodexho has acquired from Corrections Corporation of America (U.K.) . . . 924289	Sodexho Alliance, SA Sodexho Alliance, SA ( Apparel ) As referenced in this Option Agreement: SODEXHO ALLIANCE, – the "Agreement") is made and entered into as of September 11, 2000, by and between JUVENILE AND JAIL FACILITY MANAGEMENT SERVICES, INC., a Tennessee corporation, or its designee ("JJFMS"), and SODEXHO ALLIANCE, S.A., a French societe anonyme, or its designee ("Sodexho"). W I T N E S S E T H: WHEREAS, pursuant to the terms of that certain Stock _____________ Sodexho Alliance, – Officer and President 5 With a copy to: Elizabeth E. Moore, Esq. Stokes Bartholomew Evans & Petree, P.A. 424 Church Street, Suite 2800 Nashville, Tennessee 37219 If to Sodexho: Sodexho Alliance, S.A. 3 avenue Newton 78180 Montigny-le-Bretonneux FRANCE Attn: Jean-Pierre Cuny With a copy to: Howard K. Fuguet, Esq. Ropes & Gray One International Place Boston, Massachusetts _____________ SODEXHO ALLIANCE, – by the party hereto which is entitled to the benefit thereof. 7 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. SODEXHO: SODEXHO ALLIANCE, S.A. By: /s/ Jean-Pierre Cuny ---------------------------------------- Title: Senior Vice President ------------------------------------- JJFMS: JUVENILE AND JAIL FACILITY MANAGEMENT SERVICES, INC. By: /s/ Darrell K. Massengale ---------------------------------------- Title: President/Chief Executive Officer ------------------------------------- _____________ dt 1360601 ; Sodexho Alliance, SA Sodexho Alliance, SA ( Restaurants ) As referenced in this Option Agreement: SODEXHO ALLIANCE, – the "Agreement") is made and entered into as of September 11, 2000, by and between JUVENILE AND JAIL FACILITY MANAGEMENT SERVICES, INC., a Tennessee corporation, or its designee ("JJFMS"), and SODEXHO ALLIANCE, S.A., a French societe anonyme, or its designee ("Sodexho"). W I T N E S S E T H: WHEREAS, pursuant to the terms of that certain Stock _____________ Sodexho Alliance, – Officer and President 5 With a copy to: Elizabeth E. Moore, Esq. Stokes Bartholomew Evans & Petree, P.A. 424 Church Street, Suite 2800 Nashville, Tennessee 37219 If to Sodexho: Sodexho Alliance, S.A. 3 avenue Newton 78180 Montigny-le-Bretonneux FRANCE Attn: Jean-Pierre Cuny With a copy to: Howard K. Fuguet, Esq. Ropes & Gray One International Place Boston, Massachusetts _____________ SODEXHO ALLIANCE, – by the party hereto which is entitled to the benefit thereof. 7 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. SODEXHO: SODEXHO ALLIANCE, S.A. By: /s/ Jean-Pierre Cuny ---------------------------------------- Title: Senior Vice President ------------------------------------- JJFMS: JUVENILE AND JAIL FACILITY MANAGEMENT SERVICES, INC. By: /s/ Darrell K. Massengale ---------------------------------------- Title: President/Chief Executive Officer ------------------------------------- _____________ dt 1548947 ;	Ropes & Gray Ropes & Gray ( Legal ) As referenced in this Option Agreement: Ropes & Gray, – Section 9 of this Agreement. Delivery of the UKDS Option Shares and the CCA Australia Option Shares and payment therefor (each, a "Closing") shall take place at the offices of Ropes & Gray, in Boston, Massachusetts, at 10:00 a.m., Boston, Massachusetts time, on the tenth Business Day, as hereinafter defined, following the date such notice of exercise is given, or _____________ Ropes & Gray – Nashville, Tennessee 37219 If to Sodexho: Sodexho Alliance, S.A. 3 avenue Newton 78180 Montigny-le-Bretonneux FRANCE Attn: Jean-Pierre Cuny With a copy to: Howard K. Fuguet, Esq. Ropes & Gray One International Place Boston, Massachusetts 02110 12. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other term _____________ dt 1335272
Preview Full Doc	2000	Option Agreement Option Agreement (21K) Doc #1014169: Click preview link for longer preview. OPTION AGREEMENT THIS OPTION AGREEMENT (the "Agreement") is made and entered into as of September 11, 2000, by and between JUVENILE AND JAIL FACILITY MANAGEMENT SERVICES, INC., a Tennessee corporation, or its designee ("JJFMS"), and SODEXHO ALLIANCE, S.A., a French societe anonyme, or its designee ("Sodexho"). W I T N E S S E T H: WHEREAS, pursuant to the terms of that certain Stock Acquisition Agreement, dated September 11, 2000 (the "Stock Acquisition Agreement"), . . . 1014169	Sodexho Alliance, SA Sodexho Alliance, SA ( Apparel ) As referenced in this Option Agreement: SODEXHO ALLIANCE, – the "Agreement") is made and entered into as of September 11, 2000, by and between JUVENILE AND JAIL FACILITY MANAGEMENT SERVICES, INC., a Tennessee corporation, or its designee ("JJFMS"), and SODEXHO ALLIANCE, S.A., a French societe anonyme, or its designee ("Sodexho"). W I T N E S S E T H: WHEREAS, pursuant to the terms of that certain Stock _____________ Sodexho Alliance, – 5 <PAGE> With a copy to: Elizabeth E. Moore, Esq. Stokes Bartholomew Evans & Petree, P.A. 424 Church Street, Suite 2800 Nashville, Tennessee 37219 If to Sodexho: Sodexho Alliance, S.A. 3 avenue Newton 78180 Montigny-le-Bretonneux FRANCE Attn: Jean-Pierre Cuny With a copy to: Howard K. Fuguet, Esq. Ropes & Gray One International Place Boston, _____________ SODEXHO ALLIANCE, – party hereto which is entitled to the benefit thereof. 7 <PAGE> IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. SODEXHO: SODEXHO ALLIANCE, S.A. By: /s/ Jean-Pierre Cuny ---------------------------------------- Title: Senior Vice President ------------------------------------- JJFMS: JUVENILE AND JAIL FACILITY MANAGEMENT SERVICES, INC. By: /s/ Darrell K. Massengale ---------------------------------------- Title: President/Chief Executive Officer ------------------------------------- _____________ dt 1360604 ;	Sodexho Alliance, SA Sodexho Alliance, SA ( Restaurants ) As referenced in this Option Agreement: SODEXHO ALLIANCE, – the "Agreement") is made and entered into as of September 11, 2000, by and between JUVENILE AND JAIL FACILITY MANAGEMENT SERVICES, INC., a Tennessee corporation, or its designee ("JJFMS"), and SODEXHO ALLIANCE, S.A., a French societe anonyme, or its designee ("Sodexho"). W I T N E S S E T H: WHEREAS, pursuant to the terms of that certain Stock _____________ Sodexho Alliance, – 5 <PAGE> With a copy to: Elizabeth E. Moore, Esq. Stokes Bartholomew Evans & Petree, P.A. 424 Church Street, Suite 2800 Nashville, Tennessee 37219 If to Sodexho: Sodexho Alliance, S.A. 3 avenue Newton 78180 Montigny-le-Bretonneux FRANCE Attn: Jean-Pierre Cuny With a copy to: Howard K. Fuguet, Esq. Ropes & Gray One International Place Boston, _____________ SODEXHO ALLIANCE, – party hereto which is entitled to the benefit thereof. 7 <PAGE> IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. SODEXHO: SODEXHO ALLIANCE, S.A. By: /s/ Jean-Pierre Cuny ---------------------------------------- Title: Senior Vice President ------------------------------------- JJFMS: JUVENILE AND JAIL FACILITY MANAGEMENT SERVICES, INC. By: /s/ Darrell K. Massengale ---------------------------------------- Title: President/Chief Executive Officer ------------------------------------- _____________ dt 1548950
Preview Full Doc	2000	Option Agreement Option Agreement (22K) Doc #1014186: Click preview link for longer preview. OPTION AGREEMENT THIS OPTION AGREEMENT (the "Agreement") is made and entered into as of September 11, 2000, by and between JUVENILE AND JAIL FACILITY MANAGEMENT SERVICES, INC., a Tennessee corporation, or its designee ("JJFMS"), and SODEXHO ALLIANCE, S.A., a French societe anonyme, or its designee ("Sodexho"). W I T N E S S E T H: WHEREAS, pursuant to the terms of that certain Stock Acquisition Agreement, dated September 11, 2000 (the "Stock Acquisition Agreement"), . . . 1014186	Sodexho Alliance, SA Sodexho Alliance, SA ( Apparel ) As referenced in this Option Agreement: SODEXHO ALLIANCE, – the "Agreement") is made and entered into as of September 11, 2000, by and between JUVENILE AND JAIL FACILITY MANAGEMENT SERVICES, INC., a Tennessee corporation, or its designee ("JJFMS"), and SODEXHO ALLIANCE, S.A., a French societe anonyme, or its designee ("Sodexho"). W I T N E S S E T H: WHEREAS, pursuant to the terms of that certain Stock _____________ Sodexho Alliance, – lt;PAGE> 6 With a copy to: Elizabeth E. Moore, Esq. Stokes Bartholomew Evans & Petree, P.A. 424 Church Street, Suite 2800 Nashville, Tennessee 37219 If to Sodexho: Sodexho Alliance, S.A. 3 avenue Newton 78180 Montigny-le-Bretonneux FRANCE Attn: Jean-Pierre Cuny With a copy to: Howard K. Fuguet, Esq. Ropes & Gray One International Place Boston, _____________ SODEXHO ALLIANCE, – hereto which is entitled to the benefit thereof. 7 <PAGE> 8 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. SODEXHO: SODEXHO ALLIANCE, S.A. By: /s/ Jean-Pierre Cuny ---------------------------------------- Title: Senior Vice President ------------------------------------- JJFMS: JUVENILE AND JAIL FACILITY MANAGEMENT SERVICES, INC. By: /s/ Darrell K. Massengale ---------------------------------------- Title: President/Chief Executive Officer ------------------------------------- _____________ dt 1360606 ;	Sodexho Alliance, SA Sodexho Alliance, SA ( Restaurants ) As referenced in this Option Agreement: SODEXHO ALLIANCE, – the "Agreement") is made and entered into as of September 11, 2000, by and between JUVENILE AND JAIL FACILITY MANAGEMENT SERVICES, INC., a Tennessee corporation, or its designee ("JJFMS"), and SODEXHO ALLIANCE, S.A., a French societe anonyme, or its designee ("Sodexho"). W I T N E S S E T H: WHEREAS, pursuant to the terms of that certain Stock _____________ Sodexho Alliance, – lt;PAGE> 6 With a copy to: Elizabeth E. Moore, Esq. Stokes Bartholomew Evans & Petree, P.A. 424 Church Street, Suite 2800 Nashville, Tennessee 37219 If to Sodexho: Sodexho Alliance, S.A. 3 avenue Newton 78180 Montigny-le-Bretonneux FRANCE Attn: Jean-Pierre Cuny With a copy to: Howard K. Fuguet, Esq. Ropes & Gray One International Place Boston, _____________ SODEXHO ALLIANCE, – hereto which is entitled to the benefit thereof. 7 <PAGE> 8 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. SODEXHO: SODEXHO ALLIANCE, S.A. By: /s/ Jean-Pierre Cuny ---------------------------------------- Title: Senior Vice President ------------------------------------- JJFMS: JUVENILE AND JAIL FACILITY MANAGEMENT SERVICES, INC. By: /s/ Darrell K. Massengale ---------------------------------------- Title: President/Chief Executive Officer ------------------------------------- _____________ dt 1548952
Preview Full Doc	2006	Registration Rights Agreement Registration Rights Agreement (59K) Doc #1013655: Click preview link for longer preview. REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of December 31, 1998, is made by and between CORRECTIONAL MANAGEMENT SERVICES CORPORATION, a Tennessee corporation (together with its successors, the "Company"), and CFE, INC., a Delaware corporation (together with its successors and assigns, "CFE"). W I T N E S S E T H : WHEREAS, pursuant to that certain fee letter, dated as of December 28, 1998, among the Company, Corrections . . . 1013655	Sodexho Alliance, SA Sodexho Alliance, SA ( Apparel ) As referenced in this Registration Rights Agreement: Sodexho Alliance, – a) The Company represents and warrants to CFE that, other than as provided herein and in that certain Registration Rights Agreement, dated as of December 30, 1998, by and among Sodexho Alliance, S.A., Baron Asset Fund on behalf of the Barron Asset Fund Series and the Company, there are no agreements, understandings or commitments, oral or written, between the Company _____________ dt 1360602 ;	Sodexho Alliance, SA Sodexho Alliance, SA ( Restaurants ) As referenced in this Registration Rights Agreement: Sodexho Alliance, – a) The Company represents and warrants to CFE that, other than as provided herein and in that certain Registration Rights Agreement, dated as of December 30, 1998, by and among Sodexho Alliance, S.A., Baron Asset Fund on behalf of the Barron Asset Fund Series and the Company, there are no agreements, understandings or commitments, oral or written, between the Company _____________ dt 1548948
Preview Full Doc	2000	Stock Acquisition Agreement Stock Acquisition Agreement (79K) Doc #924288: Click preview link for longer preview. THIS STOCK ACQUISITION AGREEMENT (the "Agreement"), dated as of September 11, 2000, is made by and among SODEXHO ALLIANCE, S.A., a French societe anonyme ("Sodexho"); JUVENILE AND JAIL FACILITY MANAGEMENT SERVICES, INC., a Tennessee corporation ("JJFMS") and successor by merger to Juvenile and Jail Facility Services, LLC, a Tennessee limited liability company ("JJFMS LLC"); CORRECTIONS CORPORATION OF AMERICA (U.K.) LIMITED, a company incorporated in England and Wales whose registered number is 2147489 ("CCA UK" and together with JJFMS, " . . . 924288	Sodexho Alliance, SA Sodexho Alliance, SA ( Apparel ) As referenced in this Stock Acquisition Agreement: SODEXHO ALLIANCE, – ACQUISITION AGMT. 9/11/2000 EXHIBIT 99.3 STOCK ACQUISITION AGREEMENT THIS STOCK ACQUISITION AGREEMENT (the "Agreement"), dated as of September 11, 2000, is made by and among SODEXHO ALLIANCE, S.A., a French societe anonyme ("Sodexho"); JUVENILE AND JAIL FACILITY MANAGEMENT SERVICES, INC., a Tennessee corporation ("JJFMS") and successor by merger to Juvenile and Jail Facility Services, LLC, _____________ Sodexho Alliance, – 37215 Attention: John D. Ferguson With a copy to: Elizabeth E. Moore, Esq. Stokes Bartholomew Evans & Petree, P.A. 424 Church Street, Suite 2800 Nashville, Tennessee 37219 If to Sodexho: Sodexho Alliance, S.A. 3, avenue newton 78180 Montigny-le-Bretonneux FRANCE Attention: Jean-Pierre Cuny 25 With a copy to: Howard K. Fuguet, Esq. Ropes & Gray One International Place _____________ SODEXHO ALLIANCE, – following page] 27 IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized officers of the parties hereto on the date first above written. SODEXHO ALLIANCE, S.A. By: /s/ Jean-Pierre Cuny ---------------------------------------- Title: Senior Vice President ------------------------------------- PRISON REALTY TRUST, INC. By: /s/ John D. Ferguson ---------------------------------------- Title: President/Chief Executive Officer ------------------------------------- CORRECTIONS CORPORATION OF AMERICA _____________ dt 1360600 ;	Sodexho Alliance, SA Sodexho Alliance, SA ( Restaurants ) As referenced in this Stock Acquisition Agreement: SODEXHO ALLIANCE, – ACQUISITION AGMT. 9/11/2000 EXHIBIT 99.3 STOCK ACQUISITION AGREEMENT THIS STOCK ACQUISITION AGREEMENT (the "Agreement"), dated as of September 11, 2000, is made by and among SODEXHO ALLIANCE, S.A., a French societe anonyme ("Sodexho"); JUVENILE AND JAIL FACILITY MANAGEMENT SERVICES, INC., a Tennessee corporation ("JJFMS") and successor by merger to Juvenile and Jail Facility Services, LLC, _____________ Sodexho Alliance, – 37215 Attention: John D. Ferguson With a copy to: Elizabeth E. Moore, Esq. Stokes Bartholomew Evans & Petree, P.A. 424 Church Street, Suite 2800 Nashville, Tennessee 37219 If to Sodexho: Sodexho Alliance, S.A. 3, avenue newton 78180 Montigny-le-Bretonneux FRANCE Attention: Jean-Pierre Cuny 25 With a copy to: Howard K. Fuguet, Esq. Ropes & Gray One International Place _____________ SODEXHO ALLIANCE, – following page] 27 IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized officers of the parties hereto on the date first above written. SODEXHO ALLIANCE, S.A. By: /s/ Jean-Pierre Cuny ---------------------------------------- Title: Senior Vice President ------------------------------------- PRISON REALTY TRUST, INC. By: /s/ John D. Ferguson ---------------------------------------- Title: President/Chief Executive Officer ------------------------------------- CORRECTIONS CORPORATION OF AMERICA _____________ dt 1548946
Preview Full Doc	2000	Stock Acquisition Agreement Stock Acquisition Agreement (79K) Doc #1014167: Click preview link for longer preview. STOCK ACQUISITION AGREEMENT THIS STOCK ACQUISITION AGREEMENT (the "Agreement"), dated as of September 11, 2000, is made by and among SODEXHO ALLIANCE, S.A., a French societe anonyme ("Sodexho"); JUVENILE AND JAIL FACILITY MANAGEMENT SERVICES, INC., a Tennessee corporation ("JJFMS") and successor by merger to Juvenile and Jail Facility Services, LLC, a Tennessee limited liability company ("JJFMS LLC"); CORRECTIONS CORPORATION OF AMERICA (U.K.) LIMITED, a company incorporated in England and Wales whose registered . . . 1014167	Sodexho Alliance, SA Sodexho Alliance, SA ( Apparel ) As referenced in this Stock Acquisition Agreement: SODEXHO ALLIANCE, – 2000 <TEXT> <PAGE> EXHIBIT 99.3 STOCK ACQUISITION AGREEMENT THIS STOCK ACQUISITION AGREEMENT (the "Agreement"), dated as of September 11, 2000, is made by and among SODEXHO ALLIANCE, S.A., a French societe anonyme ("Sodexho"); JUVENILE AND JAIL FACILITY MANAGEMENT SERVICES, INC., a Tennessee corporation ("JJFMS") and successor by merger to Juvenile and Jail Facility Services, LLC, _____________ Sodexho Alliance, – Attention: John D. Ferguson With a copy to: Elizabeth E. Moore, Esq. Stokes Bartholomew Evans & Petree, P.A. 424 Church Street, Suite 2800 Nashville, Tennessee 37219 If to Sodexho: Sodexho Alliance, S.A. 3, avenue newton 78180 Montigny-le-Bretonneux FRANCE Attention: Jean-Pierre Cuny 25 <PAGE> With a copy to: Howard K. Fuguet, Esq. Ropes & Gray _____________ SODEXHO ALLIANCE, – 27 <PAGE> IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized officers of the parties hereto on the date first above written. SODEXHO ALLIANCE, S.A. By: /s/ Jean-Pierre Cuny ---------------------------------------- Title: Senior Vice President ------------------------------------- PRISON REALTY TRUST, INC. By: /s/ John D. Ferguson ---------------------------------------- Title: President/Chief Executive Officer ------------------------------------- CORRECTIONS CORPORATION OF AMERICA _____________ dt 1360603 ;	Sodexho Alliance, SA Sodexho Alliance, SA ( Restaurants ) As referenced in this Stock Acquisition Agreement: SODEXHO ALLIANCE, – 2000 <TEXT> <PAGE> EXHIBIT 99.3 STOCK ACQUISITION AGREEMENT THIS STOCK ACQUISITION AGREEMENT (the "Agreement"), dated as of September 11, 2000, is made by and among SODEXHO ALLIANCE, S.A., a French societe anonyme ("Sodexho"); JUVENILE AND JAIL FACILITY MANAGEMENT SERVICES, INC., a Tennessee corporation ("JJFMS") and successor by merger to Juvenile and Jail Facility Services, LLC, _____________ Sodexho Alliance, – Attention: John D. Ferguson With a copy to: Elizabeth E. Moore, Esq. Stokes Bartholomew Evans & Petree, P.A. 424 Church Street, Suite 2800 Nashville, Tennessee 37219 If to Sodexho: Sodexho Alliance, S.A. 3, avenue newton 78180 Montigny-le-Bretonneux FRANCE Attention: Jean-Pierre Cuny 25 <PAGE> With a copy to: Howard K. Fuguet, Esq. Ropes & Gray _____________ SODEXHO ALLIANCE, – 27 <PAGE> IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized officers of the parties hereto on the date first above written. SODEXHO ALLIANCE, S.A. By: /s/ Jean-Pierre Cuny ---------------------------------------- Title: Senior Vice President ------------------------------------- PRISON REALTY TRUST, INC. By: /s/ John D. Ferguson ---------------------------------------- Title: President/Chief Executive Officer ------------------------------------- CORRECTIONS CORPORATION OF AMERICA _____________ dt 1548949
Preview Full Doc	2000	Stock Acquisition Agreement Stock Acquisition Agreement (84K) Doc #1014184: Click preview link for longer preview. STOCK ACQUISITION AGREEMENT THIS STOCK ACQUISITION AGREEMENT (the "Agreement"), dated as of September 11, 2000, is made by and among SODEXHO ALLIANCE, S.A., a French societe anonyme ("Sodexho"); JUVENILE AND JAIL FACILITY MANAGEMENT SERVICES, INC., a Tennessee corporation ("JJFMS") and successor by merger to Juvenile and Jail Facility Services, LLC, a Tennessee limited liability company ("JJFMS LLC"); CORRECTIONS CORPORATION OF AMERICA (U.K.) LIMITED, a company incorporated in England and Wales whose registered . . . 1014184	Sodexho Alliance, SA Sodexho Alliance, SA ( Apparel ) As referenced in this Stock Acquisition Agreement: SODEXHO ALLIANCE, – lt;TEXT> <PAGE> 1 EXHIBIT 10.2 STOCK ACQUISITION AGREEMENT THIS STOCK ACQUISITION AGREEMENT (the "Agreement"), dated as of September 11, 2000, is made by and among SODEXHO ALLIANCE, S.A., a French societe anonyme ("Sodexho"); JUVENILE AND JAIL FACILITY MANAGEMENT SERVICES, INC., a Tennessee corporation ("JJFMS") and successor by merger to Juvenile and Jail Facility Services, LLC, _____________ Sodexho Alliance, – Attention: John D. Ferguson With a copy to: Elizabeth E. Moore, Esq. Stokes Bartholomew Evans & Petree, P.A. 424 Church Street, Suite 2800 Nashville, Tennessee 37219 If to Sodexho: Sodexho Alliance, S.A. 3, avenue newton 78180 Montigny-le-Bretonneux FRANCE Attention: Jean-Pierre Cuny 25 <PAGE> 26 With a copy to: Howard K. Fuguet, Esq. Ropes & _____________ SODEXHO ALLIANCE, – lt;PAGE> 28 IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized officers of the parties hereto on the date first above written. SODEXHO ALLIANCE, S.A. By: /s/ Jean-Pierre Cuny ---------------------------------------- Title: Senior Vice President ------------------------------------- PRISON REALTY TRUST, INC. By: /s/ John D. Ferguson ---------------------------------------- Title: President/Chief Executive Officer ------------------------------------- CORRECTIONS CORPORATION OF AMERICA _____________ dt 1360605 ;	Sodexho Alliance, SA Sodexho Alliance, SA ( Restaurants ) As referenced in this Stock Acquisition Agreement: SODEXHO ALLIANCE, – lt;TEXT> <PAGE> 1 EXHIBIT 10.2 STOCK ACQUISITION AGREEMENT THIS STOCK ACQUISITION AGREEMENT (the "Agreement"), dated as of September 11, 2000, is made by and among SODEXHO ALLIANCE, S.A., a French societe anonyme ("Sodexho"); JUVENILE AND JAIL FACILITY MANAGEMENT SERVICES, INC., a Tennessee corporation ("JJFMS") and successor by merger to Juvenile and Jail Facility Services, LLC, _____________ Sodexho Alliance, – Attention: John D. Ferguson With a copy to: Elizabeth E. Moore, Esq. Stokes Bartholomew Evans & Petree, P.A. 424 Church Street, Suite 2800 Nashville, Tennessee 37219 If to Sodexho: Sodexho Alliance, S.A. 3, avenue newton 78180 Montigny-le-Bretonneux FRANCE Attention: Jean-Pierre Cuny 25 <PAGE> 26 With a copy to: Howard K. Fuguet, Esq. Ropes & _____________ SODEXHO ALLIANCE, – lt;PAGE> 28 IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized officers of the parties hereto on the date first above written. SODEXHO ALLIANCE, S.A. By: /s/ Jean-Pierre Cuny ---------------------------------------- Title: Senior Vice President ------------------------------------- PRISON REALTY TRUST, INC. By: /s/ John D. Ferguson ---------------------------------------- Title: President/Chief Executive Officer ------------------------------------- CORRECTIONS CORPORATION OF AMERICA _____________ dt 1548951
Preview Full Doc	2000	Stock Purchase Agreement Stock Purchase Agreement (39K) Doc #924287: Click preview link for longer preview. 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 . . . 924287	Sodexho Alliance, SA Sodexho Alliance, SA ( Apparel ) As referenced in this Stock Purchase Agreement: Sodexho Alliance, – 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 _____________ Sodexho Alliance, – 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. _____________ SODEXHO ALLIANCE, – 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 ---------------------------------- _____________ dt 1706934 ; Nova Scotia Bank of Nova Scotia ( Regional Banks ) As referenced in this Stock Purchase Agreement: Bank of Nova Scotia – 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, _____________ dt 1700390 ;	LCPI Lehman Commercial Paper Inc. ( Financial ) As referenced in this Stock Purchase Agreement: Lehman Commercial Paper Inc – 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 _____________ dt 1717084
Preview Full Doc	2000	Stock Purchase Agreement Stock Purchase Agreement (39K) Doc #1014165: Click preview link for longer preview. 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 . . . 1014165	Sodexho Alliance, SA Sodexho Alliance, SA ( Apparel ) As referenced in this Stock Purchase Agreement: Sodexho Alliance, – 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 _____________ Sodexho Alliance, – 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 _____________ SODEXHO ALLIANCE, – 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 ---------------------------------- </TEXT> </DOCUMENT> _____________ dt 1706935 ; Nova Scotia Bank of Nova Scotia ( Regional Banks ) As referenced in this Stock Purchase Agreement: Bank of Nova Scotia – 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, _____________ dt 1700441 ;	LCPI Lehman Commercial Paper Inc. ( Financial ) As referenced in this Stock Purchase Agreement: Lehman Commercial Paper Inc – 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 _____________ dt 1717115
Preview Full Doc	2000	Stock Purchase Agreement Stock Purchase Agreement (40K) Doc #1014183: Click preview link for longer preview. 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 . . . 1014183	Sodexho Alliance, SA Sodexho Alliance, SA ( Apparel ) As referenced in this Stock Purchase Agreement: Sodexho Alliance, – 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 _____________ Sodexho Alliance, – 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 _____________ SODEXHO ALLIANCE, – 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 --------------------------------------- 13 </TEXT> </DOCUMENT> _____________ dt 1706936 ; Nova Scotia Bank of Nova Scotia ( Regional Banks ) As referenced in this Stock Purchase Agreement: Bank of Nova Scotia – 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, _____________ dt 1700442 ;	LCPI Lehman Commercial Paper Inc. ( Financial ) As referenced in this Stock Purchase Agreement: Lehman Commercial Paper Inc – 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 _____________ dt 1717116
Preview Full Doc	2000	Stock Purchase Agreement Stock Purchase Agreement (101K) Doc #1014225: Click preview link for longer preview. STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (the "Agreement"), dated as of June 30, 2000, is made by and among Prison Realty Trust, Inc., a Maryland corporation formerly known as Prison Realty Corporation ("Prison Realty"); and Baron Asset Fund, a Massachusetts business trust ("Baron Asset Fund"), and all series thereof, on behalf of itself and one or more mutual funds managed by it, or its affiliates (collectively, "Baron"). (Baron is sometimes referred to herein as the "Seller"). . . . 1014225	Sodexho Alliance, SA Sodexho Alliance, SA ( Apparel ) As referenced in this Stock Purchase Agreement: Sodexho Alliance, – LLC and Pacific Life Insurance Company, on the other hand, respectively, and (iii) that certain Stock Purchase Agreement dated December 21, 1999 by and among Prison Realty, CCA, Baron and Sodexho Alliance, S.A., a French societe anonyme ("Sodexho"). NOW, THEREFORE, in consideration of the foregoing and of the representations, warranties, conditions, covenants and agreements contained herein, and other good and _____________ dt 1706937 ; Nova Scotia Bank of Nova Scotia ( Regional Banks ) As referenced in this Stock Purchase Agreement: Bank of Nova Scotia – 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 the Waiver and Amendment, dated June 9, 2000. _____________ dt 1700443 ;	LCPI Lehman Commercial Paper Inc. ( Financial ) As referenced in this Stock Purchase Agreement: Lehman Commercial Paper Inc – the exception of the condition in Section 5.02(f) related to the purchase of the Shares). 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 _____________ dt 1717117

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