Exhibit 4.4
SECURITY AGREEMENT
This SECURITY AGREEMENT (this "Agreement") is made as of September 9, 2004,
among the Grantors listed on the signature pages hereof and those additional
entities that hereafter become parties hereto by executing the form of
Supplement attached hereto as Annex 1 (collectively as the "Grantors" and
individually as a "Grantor"), and THE BANK OF NEW YORK TRUST COMPANY, N.A., in
its capacity as trustee under the Indenture described below) (the "Trustee").
WITNESSETH:
WHEREAS, pursuant to (a) that certain Indenture dated as of the date hereof
(as amended, restated, supplemented or otherwise modified from time to time, the
"Indenture"), and by and among Securus Technologies, Inc., a Delaware
corporation, as issuer (the "Company"), the Subsidiaries of the Company party
thereto as guarantors (the "Guarantors") and the Trustee and (b) that certain
Purchase Agreement dated as of August 18, 2004 (the "Purchase Agreement"), among
the Company, the Guarantors, Credit Suisse First Boston LLC and Xxxxxx Xxxxxxx &
Co. Incorporated (the "Initial Purchasers"), the Company is issuing $154,000,000
aggregate principal amount of its Second-Priority Senior Secured Notes Due 2011
(the "Notes") which will be guaranteed on a senior secured basis by the
Guarantors;
WHEREAS, in order to induce the Trustee to enter into the Indenture and to
induce the Initial Purchasers to enter into the Purchase Agreement and purchase
the Notes, the Grantors have agreed to grant a continuing Lien on the Collateral
(as hereinafter defined) in order to secure the prompt and complete payment,
observance and performance of the obligations of the Grantors, including the
Company, arising from this Agreement, the Indenture and the other Note Documents
(the "Secured Obligations"), by the granting of the security interest
contemplated by this Agreement;
WHEREAS, the Company, the Guarantors, the Trustee and the Intercreditor
Agent (as defined in the Intercreditor Agreement), among others, have entered
into that certain Intercreditor Agreement, dated as of September 9, 2004 (as
amended, restated, supplemented or otherwise modified from time to time, the
"Intercreditor Agreement"), pursuant to which the liens upon and security
interests in the Collateral granted by this Agreement are and shall be
subordinated in all respects to the liens upon and security interests in the
Collateral granted pursuant to, and subject to the terms and conditions of, the
Senior Lender Documents (as defined in the Intercreditor Agreement); and
WHEREAS each Grantor has duly authorized the execution, delivery and
performance of this Agreement.
NOW, THEREFORE, for and in consideration of the recitals made above and
other good and valuable consideration, the receipt, sufficiency and adequacy of
which are hereby acknowledged, the parties hereto agree as follows:
1. Defined Terms.
(a) Capitalized terms used herein and not defined shall have the
meanings ascribed to them in that certain Credit Agreement (as further amended,
restated, refinanced, replaced, supplemented or otherwise modified from time to
time, the "Credit Agreement") dated as of the date hereof, among the Company,
ING Capital LLC, as administrative agent (the "Administrative Agent"), the
Guarantors, and the various financial institutions party thereto from time to
time.
(b) "Copyrights" means copyrights and copyright registrations,
including, without limitation, the copyright registrations and recordings
thereof and all applications in connection therewith listed on Schedule 1
attached hereto and made a part hereof, and (i) all renewals or extensions
thereof, (ii) all income, royalties, damages and payments now and hereafter due
and/or payable under and with respect thereto, including, without limitation,
payments under all licenses entered into in connection therewith and damages and
payments for past or future infringements thereof, (iii) the right to xxx for
past, present and future infringements thereof, (iv) the goodwill of such
Grantor's business symbolized by the foregoing and connected therewith, and (v)
all of such Grantor's rights corresponding thereto throughout the world.
(c) "Copyright Security Agreement" means each Copyright Security
Agreement among the Grantors, or any of them, and the Trustee, for the benefit
of the Noteholders, in substantially the form of Exhibit A attached hereto,
pursuant to which the Grantors have granted to the Trustee, for the benefit of
the Noteholders, a Security Interest in all their respective Copyrights.
(d) "Intellectual Property" means any and all Intellectual Property
Licenses, Patents, Copyrights, Trademarks, the goodwill associated with such
Trademarks, trade secrets and customer lists.
(e) "Intellectual Property Licenses" means rights under or interest in
any patent, trademark, copyright or other intellectual property, including,
without limitation, rights under or interest in software license agreements with
any other party, whether such Grantor is a licensee or licensor under any such
license agreement, including the license agreements listed on Schedule 2
attached hereto and made a part hereof, and the right to use the foregoing in
connection with the enforcement of the Trustee's rights under the Indenture,
including, without limitation, the right to prepare for sale and sell any and
all Equipment now or hereafter owned by such Grantor and now or hereafter
covered by such licenses.
(f) "Note Documents" means this Agreement, the Purchase Agreement, the
Pledge Agreement dated as of the date hereof, by and among certain of the
Grantors and the Trustee, the Indenture, the Notes and all other documents
relating to the Security Interest required by this Agreement to be entered into
by the Grantors.
(g) "Noteholders" means the holders of the Notes. A "Noteholder" means
any one of them.
(h) "Patents" means patents and patent applications, including,
without limitation, the patents and patent applications listed on Schedule 3
attached hereto and made a
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part hereof, and (i) all reissues, continuations, or extensions thereof, (ii)
all income, royalties, damages and payments now and hereafter due and/or payable
under and with respect thereto, including, without limitation, payments under
all licenses entered into in connection therewith and damages and payments for
past or future infringements thereof, (iii) the right to xxx for past, present
and future infringements thereof, and (iv) all of such Grantor's rights
corresponding thereto throughout the world.
(i) "Patent Security Agreement" means each Patent Security Agreement
among the Grantors, or any of them, and the Trustee, for the benefit of the
Noteholders, in substantially the form of Exhibit C attached hereto, pursuant to
which the Grantors have granted to the Trustee, for the benefit of the
Noteholders, a Security Interest in all their respective Patents.
(j) "Records", as used in this Agreement, means information that is
inscribed on a tangible medium or which is stored in an electronic or other
medium and is retrievable in perceivable form.
(k) "Trademarks" means trademarks, trade names, registered trademarks,
trademark applications, service marks, registered service marks and service xxxx
applications, including, without limitation, the trade names, registered
trademarks, trademark applications, registered service marks and service xxxx
applications listed on Schedule 4 attached hereto and made a part hereof, and
(i) all renewals thereof, (ii) all income, royalties, damages and payments now
and hereafter due and/or payable under and with respect thereto, including,
without limitation, payments under all licenses entered into in connection
therewith and damages and payments for past or future infringements or dilutions
thereof, (iii) the right to xxx for past, present and future infringements and
dilutions thereof, (iv) the goodwill of such Grantor's business symbolized by
the foregoing and connected therewith, and (v) all of such Grantor's rights
corresponding thereto throughout the world.
(l) "Trademark Security Agreement" means each Trademark Security
Agreement among the Grantors, or any of them, and the Trustee, for the benefit
of the Noteholders, in substantially the form of Exhibit B attached hereto,
pursuant to which the Grantors have granted to the Trustee, for the benefit of
the Noteholders, a Security Interest in all their respective Trademarks.
2. Grant of Security. Each Grantor hereby unconditionally grants, assigns
and pledges to the Trustee, for the benefit of the Noteholders, a continuing
security interest in (together with a right of setoff against) all of its right,
title and interest in and to, whether now owned or hereafter acquired or
arising, the personal property of such Grantor (hereinafter referred to as the
"Security Interest"), including, without limitation, such Grantor's right, title
and interest in and to the following, whether now owned or hereafter acquired or
arising (collectively, the "Collateral"):
(a) all of such Grantor's books and records (including all of its
Records indicating, summarizing, or evidencing its assets (including the
Collateral) or liabilities, all of its Records relating to its business
operations or financial condition, and all of its goods or General Intangibles
related to such information) ("Books");
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(b) all of such Grantor's "chattel paper" as that term is defined in
the UCC and, in any event, including, without limitation, tangible chattel paper
and electronic chattel paper ("Chattel Paper");
(c) all of such Grantor's interest with respect to any "deposit
account" as that term is defined in the UCC and, in any event, including,
without limitation, any checking or other demand deposit account, time, savings,
passbook or similar account maintained with a bank, other than any of the
foregoing accounts consisting solely of proceeds from Accounts and Inventory
("Deposit Accounts");
(d) all of such Grantor's equipment, machinery, machine tools, motors,
furniture, furnishings, fixtures, vehicles (including, without limitation, motor
vehicles), tools, parts, data processing and computer equipment (including,
without limitation, embedded software and peripheral equipment), manufacturing
equipment, office machinery, trade fixtures and fixtures not forming a part of
real property and goods (other than consumer goods, farm products, or
Inventory), wherever located, together with all parts, manuals, drawings,
instructions, warranties and rights with respect thereto ("Equipment");
(e) all of such Grantor's "general intangibles" as that term is
defined in the UCC and, in any event, including, without limitation, payment
intangibles, contract rights, rights to payment, rights arising under common
law, statutes, or regulations, choses or things in action, goodwill (including
the goodwill associated with any Trademark, Patent or Copyright), Patents,
Trademarks, Copyrights, URLs and domain names, industrial designs, other
industrial or Intellectual Property or rights therein or applications therefor,
whether under license or otherwise, programs, programming materials, blueprints,
drawings, purchase orders, customer lists, monies due or recoverable from
pension funds, route lists, rights to payment and other rights under any royalty
or licensing agreements, including Intellectual Property Licenses, infringement
claims, computer programs, information contained on computer disks or tapes,
software, literature, reports, catalogs, pension plan refunds, pension plan
refund claims, insurance premium rebates, tax refunds, and tax refund claims,
uncertificated securities, and any and all supporting obligations in respect
thereof, and any other personal property other than commercial tort claims,
money, Accounts, Chattel Paper, Deposit Accounts, goods, Investment Property,
Negotiable Collateral, and oil, gas, or other minerals before extraction
("General Intangibles");
(f) all of such Grantor's "investment property" as that term is
defined in the UCC and, in any event, including, without limitation, all
securities, whether certificated or uncertificated, security entitlements,
securities accounts, commodity contracts and commodity accounts as such terms
may be defined in the UCC, and any and all supporting obligations in respect
thereof ("Investment Property");
(g) all of such Grantor's letters of credit, letter of credit rights,
instruments, promissory notes, drafts and documents, as such terms may be
defined in the UCC, and any and all supporting obligations in respect thereof
("Negotiable Collateral");
(h) all of such Grantor's "supporting obligations" as such term is
defined in the UCC, including, without limitation, letters of credit and
guaranties issued in support of
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Chattel Paper, documents, General Intangibles, instruments, or Investment
Property ("Supporting Obligations");
(i) all of such Grantor's interest with respect to any "commercial
tort claims," as that term is defined in the UCC, including, without limitation
those commercial tort claims listed on Schedule 5 attached hereto ("Commercial
Tort Claims");
(j) all of such Grantor's cash, Cash Equivalents or other assets
(other than any assets described in clause (c)) that now or hereafter come into
the possession, custody, or control of the Trustee or any Senior Lender (as
defined in the Intercreditor Agreement), including the Intercreditor Agent (as
defined in the Intercreditor Agreement);
(k) all of the proceeds and products, whether tangible or intangible,
of any of the foregoing, including, without limitation, proceeds of insurance or
commercial tort claims covering any or all of the foregoing, and any and all
Books, Chattel Paper, Deposit Accounts, Equipment, General Intangibles,
Investment Property, Negotiable Collateral, Supporting Obligations, money, or
other tangible or intangible property resulting from the sale, lease, license,
exchange, collection, or other disposition of any of the foregoing, the proceeds
of any award in condemnation with respect to any of the property of the
Grantors, any rebates or refunds, whether for taxes or otherwise, and all
proceeds of any such proceeds, or any portion thereof or interest therein, and
the proceeds thereof, and all proceeds of any loss of, damage to or destruction
of the above, whether insured or not insured, and, to the extent not otherwise
included, any indemnity, warranty or guaranty, payable by reason of loss or
damage to or otherwise with respect to any of the foregoing Collateral
("Proceeds").
Notwithstanding the foregoing, the Collateral shall not include any
Accounts, Inventory or Hedge Agreements now owned or existing or hereafter
acquired or entered into by any Grantor, or any proceeds thereof.
3. Security for Obligations. This Agreement and the Security Interest
created hereby secures the payment and performance of all the Secured
Obligations. Without limiting the generality of the foregoing, this Agreement
secures the payment of all amounts which constitute part of the Secured
Obligations and would be owed by the Company and the Grantors, or any of them,
to the Noteholders, but for the fact that they are unenforceable due to the
existence of a bankruptcy action involving any of the Grantors.
4. The Grantors Remain Liable. Anything herein to the contrary
notwithstanding, (a) each of the Grantors shall remain liable under the
contracts and agreements included in the Collateral to the extent set forth
therein to perform all of the duties and obligations thereunder to the same
extent as if this Agreement had not been executed, (b) the exercise by the
Trustee or any Noteholder of any of the rights hereunder shall not release any
of the Grantors from any of their respective duties or obligations under the
contracts and agreements included in the Collateral, and (c) none of the Trustee
and the Noteholders, including the Initial Purchasers, shall have any obligation
or liability under the contracts and agreements included in the Collateral by
reason of this Agreement, nor shall any of the Trustee or the Noteholders,
including the Initial Purchasers, be obligated to perform any of the obligations
or duties of any of the Grantors thereunder or to take any action to collect or
enforce any claim for payment assigned hereunder.
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Until an Event of Default shall occur and be continuing, except as otherwise
provided in this Agreement, the Indenture or the other Note Documents, the
Grantors shall have the right to possession and enjoyment of the Collateral for
the purpose of conducting the ordinary course of their respective businesses,
subject to and upon the terms hereof and of the Indenture and other Note
Documents.
5. Representations and Warranties. Each Grantor hereby represents and
warrants to the Trustee and the Noteholders, including the Initial Purchasers,
as follows:
(a) The exact legal name of each of the Grantors is set forth on the
signature pages of this Agreement or a supplement hereto. No Grantor conducts,
and, during the five-year period immediately preceding the Agreement Date, no
Grantor has conducted, business under any trade name or other name other than
those set forth on Schedule 6 attached hereto. The Internal Revenue Service
taxpayer identification number and the organizational identification number
issued by the state of formation of each Grantor are listed next to such
Grantor's name on Schedule 6 attached hereto.
(b) All of the Equipment of the Grantors is located at the places
specified in Schedule 6.11 to the Credit Agreement or such similar provision of
any successor Credit Agreement to the Credit Agreement as in effect on the date
hereof. Each Grantor covenants and agrees that, for so long as this Agreement
shall be in effect, it will comply with the terms and conditions of Section 6.11
of the Credit Agreement with respect to locations of Collateral.
(c) As of the Agreement Date, no Grantor has any interest in, or title
to, any registered Copyrights, registered Patents, registered Trademarks, or
Intellectual Property Licenses except as set forth on Schedules 1, 2, 3 and 4,
respectively, attached hereto. This Agreement is effective to create a valid and
continuing Lien on and, upon filing of the Copyright Security Agreement with the
United States Copyright Office and filing of the Patent Security Agreement and
the Trademark Security Agreement with the United States Patent and Trademark
Office, and the filing of appropriate Uniform Commercial Code financing
statements in the jurisdiction(s) listed next to each Grantor's name on Schedule
7 hereto, all action necessary to perfect the Trustee's Lien on each Grantor's
Patents, Trademarks or Copyrights shall have been duly taken and such perfected
Liens are enforceable as such as against any and all creditors of and purchasers
from any Grantor.
(d) This Agreement creates a valid security interest in the Collateral
of each of the Grantors, to the extent a security interest therein can be
created under the UCC, securing the payment of the Secured Obligations. Except
to the extent a security interest in the Collateral cannot be perfected by the
filing of a Uniform Commercial Code financing statement under the UCC, all
filings and other actions necessary to perfect such security interest have been
duly taken or will have been taken upon the filing of Uniform Commercial Code
financing statements listing each Grantor, as a debtor, and the Trustee, as
secured party, in the jurisdiction(s) listed next to such Grantor's name on
Schedule 7 attached hereto. Upon the making of such filings, the Trustee shall
have a second-priority perfected security interest in the Collateral (subject
only to Permitted Liens) of each of the Grantors to the extent such security
interest can be perfected by the filing of a financing statement under the UCC.
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(e) The parties intend that, to the extent permitted by applicable
law, that all of the Collateral shall remain personal property regardless of the
manner of its attachment or affixation to real property.
6. Covenants. Each Grantor covenants and agrees with the Trustee and the
Noteholders, including the Initial Purchasers, that from and after the date of
this Agreement and until the date of termination of this Agreement in accordance
with Section 20 hereof:
(a) Possession of Collateral. In the event that any Collateral,
including, without limitation, proceeds, is evidenced by or consists of
Negotiable Collateral, Investment Property or Chattel Paper, and if and to the
extent that perfection or priority of the Security Interest is dependent on or
enhanced by possession, the applicable Grantor, subject to the provisions of the
Intercreditor Agreement and in accordance with Section 8 hereof, shall promptly
execute such other documents or, if applicable, endorse and deliver physical
possession of such Negotiable Collateral, Investment Property or Chattel Paper
to the Trustee;
(b) Chattel Paper.
(i) Subject to the provisions of the Intercreditor Agreement, to
the extent such assets constitute Collateral, each Grantor shall take all steps
reasonably necessary to grant the Trustee control of all electronic Chattel
Paper in accordance with the UCC and all "transferable records" as that term is
defined in Section 16 of the Uniform Electronic Transaction Act and Section 201
of the federal Electronic Signatures in Global and National Commerce Act as in
effect in any relevant jurisdiction, and
(ii) Subject to the provisions of the Intercreditor Agreement, to
the extent such assets constitute Collateral, if any Grantor retains possession
of any Chattel Paper or instruments promptly upon the request of the Trustee,
such Chattel Paper and instruments shall be marked with the following legend:
"This writing and the obligations evidenced or secured hereby are subject to the
security interest of The Bank of New York Trust Company, N.A. as Trustee for the
benefit of the Noteholders";
(c) Control Agreements.
(i) After an Event of Default occurs and during the continuation
thereof, each Grantor shall obtain an authenticated control agreement, in form
and substance satisfactory to the Trustee, from each bank or financial
institution holding a Deposit Account for such Grantor, and
(ii) After an Event of Default occurs and during the continuation
thereof, each Grantor shall obtain authenticated control agreements, all in form
and substance satisfactory to the Trustee, from each issuer of uncertificated
securities, securities intermediary, or commodities intermediary issuing or
holding any financial assets or commodities to or for any Grantor;
(d) Letter of Credit Rights. Each Grantor that is or becomes the
beneficiary of a letter of credit shall promptly, to the extent such assets
constitute Collateral, and in any event within two (2) Business Days after
becoming a beneficiary, notify the Trustee thereof and,
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subject to the provisions of the Intercreditor Agreement, after an Event of
Default occurs and during the continuation thereof, upon the request by the
Trustee, enter into a tri-party agreement with the Trustee and the issuer and/or
confirmation bank with respect to Letter-of-Credit Rights (as that term is
defined in the UCC) assigning such Letter-of-Credit Rights to the Trustee and,
subject to the provisions of the Intercreditor Agreement, directing all payments
thereunder to the Disbursement Account;
(e) Commercial Tort Claims. Each Grantor shall promptly notify the
Trustee in writing upon incurring or otherwise obtaining a Commercial Tort Claim
against any third party after the date hereof and promptly amend Schedule 5 to
this Agreement, authorize the filing of additional, or amendments to existing,
Uniform Commercial Code financing statements and do such other acts or things
deemed reasonably necessary or desirable by the Trustee to give the Trustee a
second-priority perfected security interest in any such Commercial Tort Claim;
(f) Government Contracts. If any Chattel Paper arises out of a
contract or contracts with the United States of America or any department,
agency, or instrumentality thereof, to the extent such assets constitute
Collateral, the Grantors shall immediately notify the Trustee thereof in writing
and execute any instruments or take any steps reasonably required by the Trustee
in order that all moneys due or to become due under such contract or contracts
shall be assigned, to the extent the Grantors are not obligated at such time to
assign such moneys to the Intercreditor Agent (as defined in the Intercreditor
Agreement) under the Senior Lender Documents (as defined in the Intercreditor
Agreement), to the Trustee for the benefit of the Noteholders and notice thereof
given under the Federal Assignment of Claims Act of 1940 or other Applicable
Law; provided it shall not be a Default hereunder if the governmental
department, agency or instrumentality fails to respond;
(g) Intellectual Property.
(i) In order to facilitate filings with the United States Patent
and Trademark Office and the United States Copyright Office, each Grantor shall
execute and deliver to the Trustee one or more Copyright Security Agreements,
Trademark Security Agreements and Patent Security Agreements to evidence the
Trustee's Lien on such Grantor's Patents, Trademarks and Copyrights, and the
General Intangibles of such Grantor relating thereto or represented thereby.
(ii) In the event that any of the Patent, Trademark or Copyright
Collateral is infringed upon, or misappropriated or diluted by a third party in
a manner that has a material adverse effect on the Grantors, taken as a whole,
such Grantor shall comply with Section 6(e) of this Agreement. Each Grantor
shall have the duty, to the extent necessary or economically desirable in the
operation of such Grantor's business, (1) to promptly xxx for infringement,
misappropriation or dilution and to recover any and all damages for such
infringement, misappropriation or dilution, (2) to prosecute diligently any
trademark application or service xxxx application that is part of the Trademarks
pending as of the date hereof or hereafter until the termination of this
Agreement, (3) to prosecute diligently any patent application that is part of
the Patents pending as of the date hereof or hereafter until the termination of
this Agreement, and (4) to take all reasonable and necessary action to preserve
and maintain all of such Grantor's Trademarks, Patents, Copyrights, Intellectual
Property
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Licenses, and its rights therein, including the filing of applications for
renewal, affidavits of use, affidavits of noncontestability and opposition and
interference and cancellation proceedings. Any expenses incurred in connection
with the foregoing shall be borne by the appropriate Grantor. Each Grantor
further agrees not to abandon any Trademark, Patent, Copyright or Intellectual
Property License that is necessary or economically desirable in the operation of
such Grantor's business.
(iii) The Grantors acknowledge and agree that the Trustee and the
Noteholders shall have no duties with respect to the Trademarks, Patents,
Copyrights or Intellectual Property Licenses. Without limiting the generality of
this Section 6(g), the Grantors acknowledge and agree that none of the Trustee
or the Noteholders, including the Initial Purchasers, shall be under any
obligation to take any steps necessary to preserve rights in the Trademarks,
Patents, Copyrights or Intellectual Property Licenses against any other Person,
but, subject to the provisions of the Intercreditor Agreement, any Noteholder or
the Trustee may do so at its option from and after the occurrence of an Event of
Default, and all expenses incurred in connection therewith (including, without
limitation, reasonable fees and expenses of attorneys and other professionals
for the Noteholders and the Trustee) shall be for the sole account of the
appropriate Grantor and shall be added to the obligations secured hereby.
(iv) In the event any Grantor, either itself or through any
agent, employee, licensee or designee, files an application for the registration
of any Patent, Trademark or Copyright with the United States Patent and
Trademark Office, the United States Copyright Office or any similar office or
agency, it shall give the Trustee written notice thereof within 10 days
thereafter. Promptly upon any such filing, each Grantor shall comply with
Section 6(g)(i) hereof;
(h) Reincorporate. Each Grantor covenants and agrees that such
Grantor will not, without at least thirty (30) days' prior written notice to the
Trustee, reincorporate or reorganize itself under the laws of any jurisdiction
other than the jurisdiction in which such Grantor is incorporated or organized
as of the date hereof;
(i) Insurance; Risk of Loss. The Grantors shall, at their own
expense, maintain insurance with respect to the Collateral in such amounts,
against such risks, in such form and with such insurers, as set forth in the
Credit Agreement. Each Grantor agrees to pay all required taxes, liens and
assessments upon the Collateral, and its use or operation, as required under the
Credit Agreement;
(j) Transfers and Other Liens. The Grantors shall not (i) sell,
assign (by operation of law or otherwise) or otherwise dispose of, or grant any
option with respect to, any of the Collateral, except Collateral as expressly
otherwise permitted by the Indenture, or (ii) create or permit to exist any Lien
upon or with respect to any of the Collateral of any of the Grantors, except for
Permitted Liens. The inclusion of Proceeds in the Collateral shall not be deemed
to constitute the Trustee's consent to any sale or other disposition of any of
the Collateral except as expressly permitted in this Agreement, the Indenture or
the other Note Documents; and
(k) Other Actions as to Any and All Collateral. Each Grantor shall
promptly notify the Trustee in writing upon acquiring or otherwise obtaining any
Collateral after the date
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hereof consisting of Trademarks, Patents, Copyrights, Intellectual Property
Licenses, Investment Property, Chattel Paper (electronic, tangible or
otherwise), documents (as defined in the UCC), or instruments (as defined in the
UCC) and, in accordance with Section 8 hereof or otherwise upon the request of
the Trustee, promptly execute such other documents, or, if applicable, subject
to the provisions of the Intercreditor Agreement, deliver such Chattel Paper or
other documents in accordance with Section 6 hereof and do such other acts or
things deemed reasonably necessary or desirable by the Trustee to protect the
Security Interest therein.
(l) Cash Proceeds from Non-cash Collateral. Each Grantor shall hold
all cash proceeds realized from the sale, transfer, conveyance or other
disposition of any non-cash Collateral in a "deposit account" segregated from
any cash property of such Grantor related to or realized from the monetization
of any Accounts or Inventory of such Grantor.
7. Relation to Other Security Documents. The provisions of this Agreement
shall be read and construed with the other Note Documents referred to below in
the manner so indicated.
(a) Pledge Agreement. In the event any Grantor executes and delivers
to the Trustee a pledge agreement pursuant to which such Grantor pledges to the
Trustee all of the Equity Interests of such Grantor's Subsidiary or
Subsidiaries, such pledge agreement shall control to the extent there is any
inconsistency between this Agreement and such pledge agreement with respect to
the pledge of such Equity Interests.
(b) Patent, Trademark, Copyright Security Agreements. The provisions
of the Copyright Security Agreements, Trademark Security Agreements and Patent
Security Agreements are supplemental to the provisions of this Agreement, and
nothing contained in the Copyright Security Agreements, Trademark Security
Agreements or the Patent Security Agreements shall limit any of the rights or
remedies of the Trustee hereunder.
8. Further Assurances.
(a) Each Grantor agrees that from time to time, at its own expense,
such Grantor will promptly execute and deliver all further instruments and
documents, and take all further action, that may be reasonably necessary or that
the Trustee may reasonably request in accordance with the provisions of the
Intercreditor Agreement, in order to perfect and protect any security interest
granted or purported to be granted hereby or to enable the Trustee to exercise
and enforce its rights and remedies hereunder with respect to any of the
Collateral.
(b) Each Grantor authorizes the filing of such financing or
continuation statements, or amendments thereto, and such Grantor will execute
and deliver to the Trustee such other instruments or notices, as may be
reasonably necessary or as the Trustee may reasonably request in accordance with
the provisions of the Intercreditor Agreement, in order to perfect and preserve
the Security Interest granted or purported to be granted hereby.
(c) Each Grantor authorizes the Trustee to file, transmit, or
communicate, as applicable, Uniform Commercial Code financing statements,
in-lieu financing statements and amendments describing the Collateral as "all
personal property of debtor other than Accounts and Inventory and any proceeds
thereof" or "all assets of debtor other than Accounts and Inventory and any
proceeds thereof" or words of similar effect, in order to perfect the Trustee's
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security interest in the Collateral, without such Grantor's signature to the
extent permitted by Applicable Law. A photocopy or other reproduction of this
Agreement or any financing statement covering the Collateral or any part thereof
shall be sufficient as a financing statement where permitted by Applicable Law.
Each Grantor also hereby ratifies its authorization for the Trustee to have
filed in any jurisdiction any financing statements, in-lieu of financing
statements or amendments thereto if filed prior to the date hereof.
(d) Each Grantor acknowledges that it is not authorized to file any
financing statement or amendment or termination statement with respect to any
financing statement filed in connection with this Agreement, subject to such
Grantor's rights under Section 9-509(d)(2) of the UCC and the provisions of the
Intercreditor Agreement.
9. The Trustee's Right to Perform Contracts. Subject to the provisions of
the Intercreditor Agreement, upon the occurrence of an Event of Default, the
Trustee (or its designee) may, but is under no obligation to, proceed to perform
any and all of the obligations of any Grantor contained in any contract, lease
or other agreement and exercise any and all rights of any Grantor therein
contained as fully as such Grantor itself could.
10. Trustee Appointed Attorney-in-Fact. Each Grantor hereby irrevocably
appoints the Trustee its attorney-in-fact, with full authority in the place and
stead of such Grantor and in the name of such Grantor or otherwise, at such time
as an Event of Default has occurred and is continuing under the Indenture, to,
subject to the provisions of the Intercreditor Agreement, take any action and
execute any instrument which is necessary or advisable or that the Trustee may
reasonably deem necessary or advisable to accomplish the purposes of this
Agreement, including, without limitation:
(a) to ask, demand, collect, xxx for, recover, compromise, receive and
give acquittance and receipts for moneys due and to become due under or in
connection with the Collateral of such Grantor;
(b) to receive and open all mail addressed to such Grantor and to
notify postal authorities to change the address for the delivery of mail to such
Grantor to that of the Trustee;
(c) to receive, indorse, and collect any drafts or other instruments,
documents, Negotiable Collateral and Chattel Paper in each case to the extent
constituting Collateral in connection therewith;
(d) to file any claims or take any action or institute any proceedings
which the Trustee may deem necessary or desirable for the collection of any of
the Collateral of such Grantor or otherwise to enforce the rights of the Trustee
with respect to any of the Collateral;
(e) to use any labels, Patents, Trademarks, trade names, URLs, domain
names, industrial designs, Copyrights, advertising matter or other industrial or
intellectual property rights, in advertising for sale and selling Collateral and
to collect any amounts due under contracts or Negotiable Collateral constituting
Collateral of such Grantor; and
(f) the Trustee on behalf of the Noteholders shall have the right,
subject to the provisions of the Intercreditor Agreement, but shall not be
obligated, to bring suit in its own
11
name to enforce the Trademarks, Patents, Copyrights and Intellectual Property
Licenses and, if the Trustee shall commence any such suit, the appropriate
Grantor shall, at the request of the Trustee, do any and all lawful acts and
execute any and all proper documents reasonably required by the Trustee in aid
of such enforcement.
To the extent permitted by law, each Grantor hereby ratifies all that
such attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
This power of attorney is coupled with an interest and shall be irrevocable
until this Agreement is terminated.
11. Trustee May Perform. If any of the Grantors fails to perform any
agreement contained herein, the Trustee, subject to the provisions of the
Intercreditor Agreement, may, but is not obligated to, itself perform, or cause
performance of, such agreement, and the reasonable expenses of the Trustee
incurred in connection therewith shall be payable, jointly and severally, by the
Grantors. The Trustee shall endeavor to provide prior written notice of the
Trustee's performance under this Section 11, but failure to give such notice
shall not affect the Trustee's rights under this Section 11.
12. Trustee's Duties. The powers conferred on the Trustee hereunder are
solely to protect the Trustee's interest in the Collateral for the benefit of
the Noteholders and shall not impose any duty upon the Trustee to exercise any
such powers. Except for the safe custody of any Collateral in its actual
possession and the accounting for moneys actually received by it hereunder, the
Trustee shall have no duty as to any Collateral or as to the taking of any
necessary steps to preserve rights against prior parties or any other rights
pertaining to any Collateral. The Trustee shall be deemed to have exercised
reasonable care in the custody and preservation of any Collateral in its actual
possession if such Collateral is accorded treatment substantially equal to that
which the Trustee accords its own property.
13. Collection of General Intangibles and Negotiable Collateral. At any
time upon the occurrence and during the continuation of an Event of Default, the
Trustee or the Trustee's designee may, subject to the provisions of the
Intercreditor Agreement, (a) notify any Person (as defined in the Indenture)
that the General Intangibles, Chattel Paper and Negotiable Collateral (other
than any of the foregoing that constitute proceeds of accounts receivable or
inventory of the Grantors) have been assigned to the Trustee for the benefit of
the Noteholders or that the Trustee has a security interest therein, and (b)
collect the General Intangibles and Negotiable Collateral (other than any of the
foregoing that constitute proceeds of accounts receivable or inventory of the
Grantors) directly, and any collection costs and expenses shall constitute part
of such Grantor's Secured Obligations under the Indenture. Each Grantor agrees
that it will hold in trust for the Trustee, as the Trustee's trustee, any funds
that it receives and, subject to the provisions of the Intercreditor Agreement,
immediately will deliver such funds to the Trustee in their original form as
received by such Grantor.
14. Remedies. Upon the occurrence and during the continuance of an Event
of Default, subject to the provisions of the Intercreditor Agreement:
(a) The Trustee may exercise in respect of the Collateral, in addition
to other rights and remedies provided for herein, in the other Loan Documents,
or otherwise available to it, all the rights and remedies of a secured party
upon a default under the UCC. Without limiting
12
the generality of the foregoing, each Grantor expressly agrees that in any such
event the Trustee, without demand of performance or other demand, advertisement
or notice of any kind (except a notice specified below of time and place of
public or private sale or as expressly required by the Indenture) to or upon any
of the Grantors or any other Person (all and each of which demands,
advertisements and notices are hereby expressly waived to the maximum extent
permitted by the UCC and other Applicable Law), may take immediate possession of
the Collateral and (i) require the Grantors to, and each Grantor hereby agrees
that it will at its own expense and upon request of the Trustee forthwith,
assemble all or part of the Collateral as directed by the Trustee and make it
available to the Trustee at one or more locations where such Grantor regularly
maintains Inventory and (ii) without notice except as specified below, sell the
Collateral or any part thereof in one or more parcels at public or private sale,
at any of the Trustee's offices or elsewhere, for cash, on credit or for future
delivery, and upon such other terms as the Trustee may deem commercially
reasonable. Each Grantor agrees that, to the extent notice of sale shall be
required by law, at least fifteen (15) days' notice to any of the Grantors of
the time and place of any public sale or the time after which any private sale
is to be made shall constitute reasonable notification and specifically such
notice shall constitute a reasonable "authenticated notification of disposition"
within the meaning of Section 9-611 of the Uniform Commercial Code, as in effect
from time to time in any applicable jurisdiction. The Trustee shall not be
obligated to make any sale of Collateral regardless of notice of sale having
been given. The Trustee may adjourn any public or private sale from time to time
by announcement at the time and place fixed therefor, and such sale may, without
further notice, be made at the time and place to which it was so adjourned.
(b) The Trustee is hereby granted a license or other right to use,
without liability for royalties or any other charge, each Grantor's labels,
Patents, Copyrights, rights of use of any name, trade secrets, trade names,
Trademarks, service marks and advertising matter, URLs, domain names, industrial
designs, other industrial or intellectual property or any property of a similar
nature, whether owned by any of the Grantors or with respect to which any of the
Grantors have rights under license, sublicense or other agreements, as it
pertains to the Collateral, in preparing for sale, advertising for sale and
selling any Collateral, and each Grantor's rights under all licenses and all
franchise agreements shall inure to the benefit of the Trustee.
(c) Any cash held by the Trustee as Collateral and all cash proceeds
received by the Trustee in respect of any sale of, collection from, or other
realization upon all or any part of the Collateral shall be applied in whole or
in part by the Trustee against all or any amounts due under the Secured
Obligations in such order as may be set forth in the Indenture. Any surplus of
such cash or cash proceeds held by the Trustee and remaining after payment in
full of all the Secured Obligations shall be delivered to the Grantors.
(d) Each Grantor hereby acknowledges that the Secured Obligations
arose out of a commercial transaction, and agrees that, if an Event of Default
shall occur, the Trustee shall have the right to an immediate writ of possession
without notice of a hearing. The Trustee shall have the right to the appointment
of a receiver for the properties and assets of each of the Grantors, and each
Grantor hereby consents to such rights and such appointment and hereby waives
any objection such Grantors may have thereto or the right to have a bond or
other security posted by the Trustee.
13
15. Remedies Cumulative. Each right, power, and remedy of the Trustee as
provided for in this Agreement or in the other Note Documents or now or
hereafter existing at law or in equity or by statute or otherwise shall be
cumulative and concurrent and shall be in addition to every other right, power,
or remedy provided for in this Agreement or in the other Note Documents or now
or hereafter existing at law or in equity or by statute or otherwise, and the
exercise or beginning of the exercise by the Trustee, of any one or more of such
rights, powers or remedies shall not preclude the simultaneous or later exercise
by the Trustee of any or all such other rights, powers or remedies.
16. Marshalling. The Trustee shall not be required to marshal any present
or future collateral security (including, without limitation, the Collateral)
for, or other assurances of payment of, the Secured Obligations or any of them
or to resort to such collateral security or other assurances of payment in any
particular order, and all of its rights and remedies hereunder and in respect of
such collateral security and other assurances of payment shall be cumulative and
in addition to all other rights and remedies, however existing or arising. To
the extent that it lawfully may, each Grantor hereby agrees that it will not
invoke any law relating to the marshalling of collateral which might cause delay
in or impede the enforcement of the Trustee's rights and remedies under this
Agreement or under any other instrument creating or evidencing any of the
Secured Obligations or under which any of the Secured Obligations is outstanding
or by which any of the Secured Obligations is secured or payment thereof is
otherwise assured, and, to the extent that it lawfully may, each Grantor hereby
irrevocably waives the benefits of all such laws.
17. Indemnity and Expenses.
(a) Each Grantor, jointly and severally, agrees to indemnify the
Trustee, the Initial Purchasers and the Noteholders from and against all claims,
lawsuits and liabilities (including reasonable attorneys' fees) growing out of
or resulting from this Agreement (including, without limitation, enforcement of
this Agreement) or any other Note Document to which such Grantor is a party,
except claims, losses or liabilities resulting from the gross negligence or
willful misconduct of the party seeking indemnification as determined by a final
non-appealable order of a court of competent jurisdiction. This provision shall
survive the termination of this Agreement and the Indenture and the repayment of
the Secured Obligations.
(b) The Grantors shall, upon demand, pay to the Trustee, jointly and
severally, the amount of any and all expenses, including, without limitation,
the reasonable fees and expenses of its counsel incurred and the fees and
expenses of any experts and agents, which the Trustee may incur in connection
with (i) the administration of this Agreement, (ii) the custody, preservation,
use or operation of, or, upon an Event of Default, the sale of, collection from,
or other realization upon, any of the Collateral in accordance with this
Agreement and the other Note Documents, (iii) the exercise or enforcement of any
of the rights of the Trustee hereunder or (iv) the failure by any of the
Grantors to perform or observe any of the provisions hereof.
18. Merger, Amendments; Etc. THIS WRITTEN AGREEMENT, TOGETHER WITH THE
OTHER NOTE DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY
NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE
14
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. No waiver
of any provision of this Agreement, and no consent to any departure by any of
the Grantors herefrom, shall in any event be effective unless the same shall be
in writing and signed by the Trustee, and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given. No amendment of any provision of this Agreement shall be effective unless
the same shall be in writing and signed by the Trustee and each of the Grantors
to which such amendment applies.
19. Addresses for Notices. All notices and other communications provided
for hereunder shall be given in the form and manner and delivered to the Trustee
at its address specified in the Indenture, and to any of the Grantors at their
respective addresses specified in the Indenture, or, as to any party, at such
other address as shall be designated by such party in a written notice to the
other party.
20. Continuing Security Interest: Assignments under Indenture. This
Agreement shall create a continuing security interest in the Collateral and
shall (a) remain in full force and effect until the Secured Obligations have
been paid in full in cash or otherwise satisfied to the satisfaction of the
Trustee, (b) be binding upon each of the Grantors, and their respective
successors and assigns, and (c) inure to the benefit of, and be enforceable by,
the Trustee, and its successors, transferees and assigns. Upon payment in full
in cash, or other satisfaction to the satisfaction of the Trustee, of the
Secured Obligations, the security interest granted hereby shall terminate and
all rights to the Collateral shall immediately revert to the Grantors or any
other Person entitled thereto. At such time as the Secured Obligations have been
paid in full in cash or otherwise satisfied to the satisfaction of the Trustee,
the Trustee will promptly authorize the filing of appropriate termination
statements to terminate the Security Interest. No transfer or renewal,
extension, assignment or termination of this Agreement, the Indenture, any other
Note Document or any other instrument or document executed and delivered by the
Company or any of the Grantors to the Trustee, nor the taking of further
security, nor the retaking or re-delivery of the Collateral to the Company and
the Grantors, or any of them, by the Trustee, nor any other act of the
Noteholders, or any of them, shall release any of the Grantors from any
obligation, except a release or discharge executed in writing by the Trustee
with respect to such obligation or payment of such obligation or upon payment in
full in cash, or other satisfaction to the satisfaction of the Trustee, of the
Secured Obligations. The Trustee shall not by any act, delay, omission or
otherwise, be deemed to have waived any of its rights or remedies hereunder,
unless such waiver is in writing and signed by the Trustee and then only to the
extent therein set forth. A waiver by the Trustee of any right or remedy on any
occasion shall not be construed as a bar to the exercise of any such right or
remedy which the Trustee would otherwise have had on any other occasion. In the
event of any sale of Collateral permitted by Section 11.03 of the Indenture, or
any other permitted sale of all or any portion of the Collateral that may be
permitted by the Trustee, the Trustee will, promptly upon the written request of
the appropriate Grantor, execute and deliver to the relevant Grantor termination
statements provided to the Trustee to terminate the Security Interest in such
Collateral.
21. Governing Law. This Agreement is intended to take effect as a sealed
instrument and shall be construed in accordance with and governed by the laws of
the State of New York, except to the extent that the validity or perfection of
the security interest hereunder, or remedies
15
hereunder, in respect of any particular Collateral are governed by the laws of a
jurisdiction other than the State of New York.
22. New Subsidiaries. Pursuant to Section 4.20 of the Indenture, any new
direct or indirect Subsidiary (whether by acquisition, creation or designation)
of the Company is required to enter into this Agreement by executing and
delivering in favor of the Trustee an instrument in the form of Annex 1 attached
hereto. Upon the execution and delivery of Annex 1 by such new Subsidiary, such
Subsidiary shall become a Grantor hereunder with the same force and effect as if
originally named as a Grantor herein. The execution and delivery of any
instrument adding an additional Grantor as a party to this Agreement shall not
require the consent of any Grantor hereunder. The rights and obligations of each
Grantor hereunder shall remain in full force and effect notwithstanding the
addition of any new Grantor hereunder.
23. Trustee. Each reference herein to any right granted to, benefit
conferred upon or power exercisable by the "Trustee" shall be a reference to
Trustee for the benefit of the Noteholders, and each action taken or right
exercised hereunder shall be deemed to have been so taken or exercised by
Trustee for the benefit of the Noteholders.
24. Miscellaneous.
(a) This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original, but all such separate counterparts
shall together constitute but one and the same instrument. In proving this
Agreement or any other Loan Document in any judicial proceedings, it shall not
be necessary to produce or account for more than one such counterpart signed by
the party against whom such enforcement is sought. Any signatures delivered by a
party by facsimile transmission or by e-mail transmission shall be deemed an
original signature hereto.
(b) Any provision of this Agreement which is prohibited or
unenforceable shall be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof in that
jurisdiction or affecting the validity or enforceability of such provision in
any other jurisdiction.
(c) Headings used in this Agreement are for convenience only and shall
not be used in connection with the interpretation of any provision hereof.
(d) The pronouns used herein shall include, when appropriate, either
gender and both singular and plural, and the grammatical construction of
sentences shall conform thereto.
(e) Notwithstanding anything herein to the contrary, (i) the liens and
security interests granted to the Trustee pursuant to this Agreement are
expressly subject and subordinate to the liens and security interests granted to
the Administrative Agent (and its permitted successors and assigns), for the
benefit of the credit parties, pursuant to the Credit Agreement and the related
security documents dated as of September 9, 2004 (as further amended, restated,
refinanced, replaced, supplemented or otherwise modified from time to time), by
and among the Company, the Administrative Agent, the lenders and the other
credit parties party thereto and the other parties party thereto and (ii) the
exercise of any right or remedy by the Trustee hereunder is
16
subject to the limitations and provisions of the Intercreditor Agreement. In the
event of any conflict between the terms of the Intercreditor Agreement and the
terms of this Agreement, the terms of the Intercreditor Agreement shall govern.
(f) In connection with its appointment and acting hereunder, the
Trustee is entitled to all rights, privileges, protections, benefits and
immunities provided to it under the Indenture.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
17
IN WITNESS WHEREOF, the undersigned parties hereto have executed this
Agreement by and through their duly authorized officers, as of the day and year
first above written.
GRANTORS: SECURUS TECHNOLOGIES, INC., a Delaware
corporation
By: /s/ Xxxxx Xxxxxxxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxxxxxxx
Title: Vice President
T-NETIX, INC., a Delaware corporation
By: /s/ Xxxxx Xxxxxxxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxxxxxxx
Title: Vice President
TELEQUIP LABS, INC., a Nevada corporation
By: /s/ Xxxxx Xxxxxxxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxxxxxxx
Title: Vice President
T-NETIX TELECOMMUNICATIONS SERVICES,
INC., a Texas corporation
By: /s/ Xxxxx Xxxxxxxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxxxxxxx
Title: Vice President
SPEAKEZ, INC., a Colorado corporation
By: /s/ Xxxxx Xxxxxxxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxxxxxxx
Title: Vice President
SECURITY AGREEMENT
T-NETIX MONITORING CORPORATION, a
Colorado corporation
By: /s/ Xxxxx Xxxxxxxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxxxxxxx
Title: Vice President
EVERCOM HOLDINGS, INC., a Delaware
corporation
By: /s/ Xxxxx Xxxxxxxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxxxxxxx
Title: Vice President
EVERCOM, INC., a Delaware corporation
By: /s/ Xxxxx Xxxxxxxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxxxxxxx
Title: Vice President
EVERCOM SYSTEMS, INC., a Delaware
corporation
By: /s/ Xxxxx Xxxxxxxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxxxxxxx
Title: Vice President
FORTUNELINX, INC., a Delaware corporation
By: /s/ Xxxxx Xxxxxxxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxxxxxxx
Title: Vice President
EVERCONNECT, INC., a Delaware corporation
By: /s/ Xxxxx Xxxxxxxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxxxxxxx
Title: Vice President
SECURITY AGREEMENT
TRUSTEE: THE BANK OF NEW YORK TRUST COMPANY,
N.A., as Trustee
By: /s/ Xxxxxx Xxxxxxxx
-------------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Assistant Vice President
SECURITY AGREEMENT
SCHEDULE 1
COPYRIGHTS
SCHEDULE 2
INTELLECTUAL PROPERTY LICENSES
SCHEDULE 3
PATENTS
SCHEDULE 4
TRADEMARKS
SCHEDULE 5
COMMERCIAL TORT CLAIMS
SCHEDULE 6
NAME; TRADE NAMES; FEIN; ORGANIZATIONAL
IDENTIFICATION NUMBER
SCHEDULE 7
LIST OF UNIFORM COMMERCIAL CODE FILING JURISDICTIONS
Grantor Jurisdictions
Annex 1 to Security Agreement
Form of Supplement
Supplement No. ____ (this "Supplement") dated as of _______________, 20__,
to the Security Agreement dated as of September 9, 2004 (as amended, restated,
supplemented or otherwise modified from time to time, the "Security Agreement")
by each of the parties listed on the signature pages thereto and those
additional entities that thereafter become parties thereto (each a "Grantor")
and The Bank of New York Trust Company, N.A., in its capacity as Trustee for the
Noteholders (the "Trustee").
WITNESSETH:
WHEREAS, pursuant to (a) that certain Indenture dated as of September 9,
2004 (as amended, restated, supplemented or otherwise modified from time to
time, the "Indenture") among Securus Technologies, Inc., a Delaware corporation,
as issuer (the "Company"), the subsidiaries of the Company party thereto as
guarantors (the "Guarantors") and the Trustee, and (b) the Purchase Agreement
dated as of August 18, 2004 (the "Purchase Agreement"), among the Company, the
Guarantors, Credit Suisse First Boston LLC and Xxxxxx Xxxxxxx & Co. Incorporated
(the "Initial Purchasers"), the Company is issuing $154,000,000 aggregate
principal amount of its Second-Priority Senior Secured Notes Due 2011 (the
"Notes") which will be guaranteed on a senior secured basis by the Guarantors;
WHEREAS, capitalized terms used herein and not otherwise defined herein
shall have the meanings assigned to such terms in the Security Agreement;
WHEREAS, the Grantors have entered into the Security Agreement in order to
induce the Trustee to enter into the Indenture and continue to perform its
duties thereunder; and
WHEREAS, pursuant to Section 4.20 of the Indenture, new direct or indirect
Subsidiaries of the Company must execute and deliver certain Security Documents,
including the Security Agreement, and the execution of the Security Agreement by
the undersigned new Grantor or Grantors (collectively, the "New Grantors") may
be accomplished by the execution of this Supplement in favor of the Trustee for
the benefit of the Noteholders.
NOW, THEREFORE, for and in consideration of the foregoing and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the New Grantor hereby agrees as follows:
1. In accordance with Section 22 of the Security Agreement, the New
Grantor, by its signature below, becomes a "Grantor" under the Security
Agreement with the same force and effect as if originally named therein as a
"Grantor" and the New Grantor hereby (a) agrees to all of the terms and
provisions of the Security Agreement applicable to it as a "Grantor" thereunder
and (b) represents and warrants that the representations and warranties made by
it as a "Grantor" thereunder are true and correct on and as of the date hereof.
In furtherance of the foregoing, the New Grantor, as security for the payment
and performance in full of the Secured Obligations, does hereby grant, assign,
and pledge to the Trustee, for the benefit of the Noteholders, a security
interest in and security title to all Collateral of the New Grantor to secure
the full and prompt payment of the Secured Obligations. Schedule 1,
"Copyrights", Schedule 2, "Intellectual Property Licenses", Schedule 3,
"Patents", Schedule 4, "Trademarks", Schedule 5, "Commercial Tort Claims",
Schedule 6, "Name; Trade Names;
FEIN; organizational identification number", and Schedule 7, "Uniform Commercial
Code Filing Jurisdictions" attached hereto supplement Schedule 1, Schedule 2,
Schedule 3, Schedule 4, Schedule 5, Schedule 6, and Schedule 7, respectively, to
the Security Agreement and shall be deemed a part thereof for all purposes of
the Security Agreement. Each reference to a "Grantor" in the Security Agreement
shall be deemed to include the New Grantor. The Security Agreement is
incorporated herein by reference.
2. The New Grantor represents and warrants to the Trustee and the
Noteholders that this Supplement has been duly executed and delivered by the New
Grantor and constitutes its legal, valid and binding obligation, enforceable
against it in accordance with its terms, except as enforceability thereof may be
limited by bankruptcy, insolvency, reorganization, fraudulent transfer,
moratorium or other similar laws affecting creditors' rights generally and
general principles of equity (regardless of whether such enforceability is
considered in a proceeding at law or in equity).
3. This Supplement may be executed in multiple counterparts, each of which
shall be deemed to be an original, but all such separate counterparts shall
together constitute but one and the same instrument. Delivery of a counterpart
hereof by facsimile transmission or by e-mail transmission shall be as effective
as delivery of a manually executed counterpart hereof.
4. Except as expressly supplemented hereby, the Security Agreement shall
remain in full force and effect.
5. This Supplement shall be construed in accordance with and governed by
the laws of the State of New York.
6. Notwithstanding anything herein to the contrary, (i) the liens and
security interests granted to the Trustee pursuant to this Agreement are
expressly subject and subordinate to the liens and security interests granted to
the Administrative Agent (and its permitted successors and assigns), for the
benefit of the credit parties, pursuant to the Credit Agreement and the related
security documents dated as of September 9, 2004 (as further amended, restated,
refinanced, replaced, supplemented or otherwise modified from time to time), by
and among the Company, the Administrative Agent, the lenders and the other
credit parties party thereto and the other parties party thereto and (ii) the
exercise of any right or remedy by the Trustee hereunder is subject to the
limitations and provisions of the Intercreditor Agreement. In the event of any
conflict between the terms of the Intercreditor Agreement and the terms of this
Agreement, the terms of the Intercreditor Agreement shall govern.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the New Grantor and the Trustee have duly executed this
Supplement to the Security Agreement as of the day and year first above written.
NEW GRANTOR: [NAME OF NEW GRANTOR]
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Address:
----------------------------------------
----------------------------------------
----------------------------------------
TRUSTEE: THE BANK OF NEW YORK TRUST COMPANY, N.A.
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
SUPPLEMENT TO SECURITY AGREEMENT
EXHIBIT A
COPYRIGHT SECURITY AGREEMENT
This COPYRIGHT SECURITY AGREEMENT (this "Copyright Security Agreement") is
made this ___ day of ___________, ____, among the Grantors listed on the
signature pages hereof (the "Grantors"), and The Bank of New York Trust Company,
N.A., in its capacity as Trustee under the Indenture (as defined below) (the
"Trustee").
WITNESSETH:
WHEREAS, pursuant to (a) that certain Indenture dated as of September 9,
2004 (as amended, restated, supplemented or otherwise modified from time to
time, the "Indenture") among Securus Technologies, Inc., a Delaware corporation,
as issuer (the "Company"), the subsidiaries of the Company party thereto as
guarantors (the "Guarantors") and the Trustee, and (b) the Purchase Agreement
dated as of August 18, 2004 (the "Purchase Agreement"), among the Company, the
Guarantors, Credit Suisse First Boston LLC and Xxxxxx Xxxxxxx & Co. Incorporated
(the "Initial Purchasers"), the Company is issuing $154,000,000 aggregate
principal amount of its Second-Priority Senior Secured Notes Due 2011 (the
"Notes") which will be guaranteed on a senior secured basis by the Guarantors;
WHEREAS, in order to induce the Initial Purchasers to enter into the
Purchase Agreement and to induce the Initial Purchasers to purchase the Notes,
the Grantors have agreed to grant a continuing Lien on the Collateral in order
to secure the prompt and complete payment, observance and performance of the
Secured Obligations, by the granting of the security interest contemplated by
the Security Agreement (as defined below);
WHEREAS, the Trustee is willing to enter into the Indenture, but only upon
the condition, among others, that the Grantor shall have executed and delivered
to the Trustee, for the benefit of the Noteholders, that certain Security
Agreement dated as of September 9, 2004 (including all annexes, exhibits or
schedules thereto, as from time to time amended, restated, supplemented or
otherwise modified, the "Security Agreement"); and
WHEREAS, pursuant to the Security Agreement, the Grantor is required to
execute and deliver to the Trustee, for the benefit of the Noteholders, this
Copyright Security Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Grantor hereby agrees as
follows:
1. DEFINED TERMS. All capitalized terms used but not otherwise defined
herein have the meanings given to them in the Security Agreement.
2. GRANT OF SECURITY INTEREST IN COPYRIGHT COLLATERAL. The Grantor hereby
grants to the Trustee, for the benefit of the Noteholders, a continuing security
interest in all of the Grantor's right, title and interest in, to and under the
following, whether presently existing or hereafter created or acquired
(collectively, the "Copyright Collateral"):
(a) all of such Grantor's Copyrights and Copyright Intellectual
Property Licenses to which it is a party including those referred to on Schedule
I hereto;
(b) all renewals or extensions of the foregoing; and
(c) all products and proceeds of the foregoing, including, without
limitation, any claim by the Grantor against third parties for past, present or
future infringement of any Copyright or any Copyright licensed under any
Intellectual Property License.
3. SECURITY AGREEMENT. The security interests granted pursuant to this
Copyright Security Agreement are granted in conjunction with the security
interests granted to the Trustee, for the benefit of the Noteholders, pursuant
to the Security Agreement. The Grantor hereby acknowledges and affirms that the
rights and remedies of the Trustee with respect to the security interest in the
Copyright Collateral made and granted hereby are more fully set forth in the
Security Agreement, the terms and provisions of which are incorporated by
reference herein as if fully set forth herein.
4. AUTHORIZATION TO SUPPLEMENT. The Grantors shall give the Trustee prompt
notice in writing of any additional United States copyright registrations or
applications therefor after the date hereof. The Grantors hereby authorize the
Trustee unilaterally to modify this Agreement by amending Schedule I to include
any future United States registered copyrights or applications therefor of such
Grantor. Notwithstanding the foregoing, no failure to so modify this Copyright
Security Agreement or amend Schedule I shall in any way affect, invalidate or
detract from the Trustee's continuing security interest in all Collateral,
whether or not listed on Schedule I.
5. COUNTERPARTS. This Copyright Security Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original, but all
such separate counterparts shall together constitute but one and the same
instrument. In proving this Copyright Security Agreement or any other Note
Document in any judicial proceedings, it shall not be necessary to produce or
account for more than one such counterpart signed by the party against whom such
enforcement is sought. Any signatures delivered by a party by facsimile
transmission or by e-mail transmission shall be deemed an original signature
hereto.
6. Notwithstanding anything herein to the contrary, (i) the liens and
security interests granted to the Trustee pursuant to this Copyright Security
Agreement are expressly subject and subordinate to the liens and security
interests granted to the Administrative Agent (and its permitted successors and
assigns), for the benefit of the credit parties, pursuant to the Credit
Agreement and the related security documents dated as of September 9, 2004 (as
further amended, restated, refinanced, replaced, supplemented or otherwise
modified from time to time), by and among the Company, the Administrative Agent,
the lenders and the other credit parties party thereto and the other parties
party thereto and (ii) the exercise of any right or remedy by the Trustee
hereunder is subject to the limitations and provisions of the Intercreditor
Agreement. In the event of any conflict between the terms of the Intercreditor
Agreement and the terms of this Agreement, the terms of the Intercreditor
Agreement shall govern.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, each Grantor has caused this Copyright Security
Agreement to be executed and delivered by its duly authorized officer as of the
date first set forth above.
----------------------------------------
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
----------------------------------------
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
COPYRIGHT SECURITY AGREEMENT
ACCEPTED AND ACKNOWLEDGED BY:
THE BANK OF NEW YORK TRUST
COMPANY, N.A., as the Trustee
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
COPYRIGHT SECURITY AGREEMENT
SCHEDULE I
TO
COPYRIGHT SECURITY AGREEMENT
COPYRIGHT REGISTRATIONS
GRANTOR COUNTRY COPYRIGHT REGISTRATION NO. REGISTRATION DATE
------- ------- --------- ---------------- -----------------
COPYRIGHT LICENSES
EXHIBIT B
TRADEMARK SECURITY AGREEMENT
This TRADEMARK SECURITY AGREEMENT (this "Trademark Security Agreement") is
made this ___ day of ___________, ____, among the Grantors listed on the
signature pages hereof (the "Grantors"), and Bank of New York Trust Company,
N.A., as trustee under the Indenture (as defined below) (the "Trustee").
WITNESSETH:
WHEREAS, pursuant to (a) that certain Indenture dated as of September 9,
2004 (as amended, restated, supplemented or otherwise modified from time to
time, the "Indenture") among Securus Technologies, Inc., a Delaware corporation,
as issuer (the "Company"), the subsidiaries of the Company party thereto as
guarantors (the "Guarantors") and the Trustee, and (b) the Purchase Agreement
dated as of August 18, 2004 (the "Purchase Agreement"), among the Company, the
Guarantors, Credit Suisse First Boston LLC and Xxxxxx Xxxxxxx & Co. Incorporated
(the "Initial Purchasers"), the Company is issuing $154,000,000 aggregate
principal amount of its Second-Priority Senior Secured Notes Due 2011 (the
"Notes") which will be guaranteed on a senior secured basis by the Guarantors;
WHEREAS, in order to induce the Initial Purchasers to enter into the
Purchase Agreement and to induce the Initial Purchasers to purchase the Notes,
the Grantors have agreed to grant a continuing Lien on the Collateral in order
to secure the prompt and complete payment, observance and performance of the
Secured Obligations, by the granting of the security interest contemplated by
the Security Agreement (as defined below);
WHEREAS, the Trustee is willing to enter into the Indenture, but only upon
the condition, among others, that the Grantor shall have executed and delivered
to the Trustee, for the benefit of the Noteholders, that certain Security
Agreement dated as of September 9, 2004 (including all annexes, exhibits or
schedules thereto, as from time to time amended, restated, supplemented or
otherwise modified, the "Security Agreement"); and
WHEREAS, pursuant to the Security Agreement, the Grantor is required to
execute and deliver to the Trustee, for the benefit of the Noteholders, this
Trademark Security Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Grantor hereby agrees as
follows:
1. DEFINED TERMS. All capitalized terms used but not otherwise defined
herein have the meanings given to them in the Security Agreement.
2. GRANT OF SECURITY INTEREST IN TRADEMARK COLLATERAL. The Grantor hereby
grants to the Trustee, for the benefit of the Noteholders, a continuing security
interest in all of the Grantor's right, title and interest in, to and under the
following, whether presently existing or hereafter created or acquired
(collectively, the "Trademark Collateral"):
(a) all of its Trademarks and Trademark Intellectual Property Licenses
to which it is a party including those referred to on Schedule I hereto;
(b) all renewals of the foregoing;
(c) all goodwill of the business connected with the use of, and
symbolized by, each Trademark and each Trademark Intellectual Property License;
and
(d) all products and proceeds of the foregoing, including, without
limitation, any claim by the Grantor against third parties for past, present or
future (i) infringement or dilution of any Trademark or any Trademark licensed
under any Intellectual Property License or (ii) injury to the goodwill
associated with any Trademark or any Trademark licensed under any Intellectual
Property License.
3. SECURITY AGREEMENT. The security interests granted pursuant to this
Trademark Security Agreement are granted in conjunction with the security
interests granted to the Trustee, for the benefit of the Noteholders, pursuant
to the Security Agreement. The Grantor hereby acknowledges and affirms that the
rights and remedies of the Trustee with respect to the security interest in the
Trademark Collateral made and granted hereby are more fully set forth in the
Security Agreement, the terms and provisions of which are incorporated by
reference herein as if fully set forth herein.
4. AUTHORIZATION TO SUPPLEMENT. If any Grantor shall obtain rights to any
new trademarks, the provisions of this Trademark Security Agreement shall
automatically apply thereto. The Grantors shall give prompt notice in writing to
the Trustee with respect to any such new trademarks or renewal or extension of
any trademark registration. Without limiting the Grantors' obligations under
this Section 4, the Grantors hereby authorize the Trustee unilaterally to modify
this Agreement by amending Schedule I to include any such new trademark rights
of such Grantor. Notwithstanding the foregoing, no failure to so modify this
Trademark Security Agreement or amend Schedule I shall in any way affect,
invalidate or detract from the Trustee's continuing security interest in all
Collateral, whether or not listed on Schedule I.
5. COUNTERPARTS. This Trademark Security Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original, but all
such separate counterparts shall together constitute but one and the same
instrument. In proving this Trademark Security Agreement or any other Note
Document in any judicial proceedings, it shall not be necessary to produce or
account for more than one such counterpart signed by the party against whom such
enforcement is sought. Any signatures delivered by a party by facsimile
transmission or by e-mail transmission shall be deemed an original signature
hereto.
6. Notwithstanding anything herein to the contrary, (i) the liens and
security interests granted to the Trustee pursuant to this Trademark Security
Agreement are expressly subject and subordinate to the liens and security
interests granted to the Administrative Agent (and its permitted successors and
assigns), for the benefit of the credit parties, pursuant to the Credit
Agreement and the related security documents dated as of September 9, 2004 (as
further amended, restated, refinanced, replaced, supplemented or otherwise
modified from time to time),
by and among the Company, the Administrative Agent, the lenders and the other
credit parties party thereto and the other parties party thereto and (ii) the
exercise of any right or remedy by the Trustee hereunder is subject to the
limitations and provisions of the Intercreditor Agreement. In the event of any
conflict between the terms of the Intercreditor Agreement and the terms of this
Agreement, the terms of the Intercreditor Agreement shall govern.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, each Grantor has caused this Trademark Security
Agreement to be executed and delivered by its duly authorized officer as of the
date first set forth above.
----------------------------------------
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
----------------------------------------
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
TRADEMARK SECURITY AGREEMENT
ACCEPTED AND ACKNOWLEDGED
BY:
THE BANK OF NEW YORK TRUST
COMPANY, N.A., as the Trustee
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
TRADEMARK SECURITY AGREEMENT
SCHEDULE I
to
TRADEMARK SECURITY AGREEMENT
TRADEMARK REGISTRATIONS/APPLICATIONS
APPLICATION/
GRANTOR COUNTRY XXXX REGISTRATION NO. APP/REG DATE
------- ------- ---- ---------------- ------------
TRADE NAMES
TRADEMARK LICENSES
EXHIBIT C
PATENT SECURITY AGREEMENT
This PATENT SECURITY AGREEMENT (this "Patent Security Agreement") is made
this ___ day of ___________, ____, among the Grantors listed on the signature
pages hereof (the "Grantors"), and The Bank of New York Trust Company, N.A., in
its capacity as trustee under the Indenture (as defined below) (the "Trustee").
WITNESSETH:
WHEREAS, pursuant to (a) that certain Indenture dated as of September 9,
2004 (as amended, restated, supplemented or otherwise modified from time to
time, the "Indenture") among Securus Technologies, Inc., a Delaware corporation,
as issuer (the "Company"), the subsidiaries of the Company party thereto as
guarantors (the "Guarantors") and the Trustee, and (b) the Purchase Agreement
dated as of August 18, 2004 (the "Purchase Agreement"), among the Company, the
Guarantors, Credit Suisse First Boston LLC and Xxxxxx Xxxxxxx & Co. Incorporated
(the "Initial Purchasers"), the Company is issuing $154,000,000 aggregate
principal amount of its Second-Priority Senior Secured Notes Due 2011 (the
"Notes") which will be guaranteed on a senior secured basis by the Guarantors;
WHEREAS, in order to induce the Initial Purchasers to enter into the
Purchase Agreement and to induce the Initial Purchasers to purchase the Notes,
the Grantors have agreed to grant a continuing Lien on the Collateral in order
to secure the prompt and complete payment, observance and performance of the
Secured Obligations, by the granting of the security interest contemplated by
the Security Agreement (as defined below);
WHEREAS, the Trustee is willing to enter into the Indenture, but only upon
the condition, among others, that the Grantor shall have executed and delivered
to the Trustee, for the benefit of the Noteholders, that certain Security
Agreement dated as of September 9, 2004 (including all annexes, exhibits or
schedules thereto, as from time to time amended, restated, supplemented or
otherwise modified, the "Security Agreement"); and
WHEREAS, pursuant to the Security Agreement, the Grantor is required to
execute and deliver to the Trustee, for the benefit of the Noteholders, this
Patent Security Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Grantor hereby agrees as
follows:
1. DEFINED TERMS. All capitalized terms used but not otherwise defined
herein have the meanings given to them in the Security Agreement.
2. GRANT OF SECURITY INTEREST IN PATENT COLLATERAL. The Grantor hereby
grants to the Trustee, for the benefit of the Noteholders, a continuing security
interest in all of the Grantor's right, title and interest in, to and under the
following, whether presently existing or hereafter created or acquired
(collectively, the "Patent Collateral"):
(a) all of its Patents and Patent Intellectual Property Licenses to which
it is a party including those referred to on Schedule I hereto;
(b) all reissues, continuations or extensions of the foregoing; and
(c) all products and proceeds of the foregoing, including, without
limitation, any claim by the Grantor against third parties for past, present or
future infringement of any Patent or any Patent licensed under any Intellectual
Property License.
3. SECURITY AGREEMENT. The security interests granted pursuant to this
Patent Security Agreement are granted in conjunction with the security interests
granted to the Trustee, for the benefit of the Noteholders, pursuant to the
Security Agreement. The Grantor hereby acknowledges and affirms that the rights
and remedies of the Trustee with respect to the security interest in the Patent
Collateral made and granted hereby are more fully set forth in the Security
Agreement, the terms and provisions of which are incorporated by reference
herein as if fully set forth herein.
4. AUTHORIZATION TO SUPPLEMENT. If any Grantor shall obtain rights to any
new patentable inventions or become entitled to the benefit of any patent
application or patent for any reissue, division, or continuation, of any patent,
the provisions of this Patent Security Agreement shall automatically apply
thereto. The Grantors shall give prompt notice in writing to the Trustee with
respect to any such new patent rights. Without limiting the Grantors'
obligations under this Section 4, the Grantors hereby authorize the Trustee
unilaterally to modify this Agreement by amending Schedule I to include any such
new patent rights of such Grantor. Notwithstanding the foregoing, no failure to
so modify this Patent Security Agreement or amend Schedule I shall in any way
affect, invalidate or detract from the Trustee's continuing security interest in
all Collateral, whether or not listed on Schedule I.
5. COUNTERPARTS. This Patent Security Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original, but all
such separate counterparts shall together constitute but one and the same
instrument. In proving this Patent Security Agreement or any other Note Document
in any judicial proceedings, it shall not be necessary to produce or account for
more than one such counterpart signed by the party against whom such enforcement
is sought. Any signatures delivered by a party by facsimile transmission or by
e-mail transmission shall be deemed an original signature hereto.
6. Notwithstanding anything herein to the contrary, (i) the liens and
security interests granted to the Trustee pursuant to this Patent Security
Agreement are expressly subject and subordinate to the liens and security
interests granted to the Administrative Agent (and its permitted successors and
assigns), for the benefit of the credit parties, pursuant to the Credit
Agreement and the related security documents dated as of September 9, 2004 (as
further amended, restated, refinanced, replaced, supplemented or otherwise
modified from time to time), by and among the Company, the Administrative Agent,
the lenders and the other credit parties party thereto and the other parties
party thereto and (ii) the exercise of any right or remedy by the Trustee
hereunder is subject to the limitations and provisions of the Intercreditor
Agreement. In the event of any conflict between the terms of the Intercreditor
Agreement and the terms of this Agreement, the terms of the Intercreditor
Agreement shall govern.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, each Grantor has caused this Patent Security Agreement
to be executed and delivered by its duly authorized officer as of the date first
set forth above.
------------------------------------
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
------------------------------------
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
PATENT SECURITY AGREEMENT
ACCEPTED AND ACKNOWLEDGED
BY:
THE BANK OF NEW YORK TRUST
COMPANY, N.A., as the Trustee
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
PATENT SECURITY AGREEMENT
SCHEDULE I
TO
PATENT SECURITY AGREEMENT
PATENT REGISTRATIONS/APPLICATIONS
APPLICATION/
GRANTOR COUNTRY PATENT REGISTRATION NO. APP/REG DATE
------- ------- ------ ---------------- ------------
PATENT LICENSES
