AMENDED AND RESTATED TRADEMARK SECURITY AGREEMENT
Exhibit 4.7
This TRADEMARK SECURITY AGREEMENT made as of September 9, 2004, as amended and restated as of
this 29th day of June, 2007 (as it may be amended, supplemented or otherwise modified from time to
time, this “Trademark Security Agreement”), 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”).
W I T N E S S E T H:
WHEREAS, pursuant to (a) that certain Indenture dated as of September 9, 2004 as amended as of
June 29, 2007 (as may be 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) one or more Purchase Agreements (each, a
“Purchase Agreement”), among the Company, the Guarantors and UBS Securities LLC (the
“Initial Purchaser”), the Company has issued or will issue its Second-Priority Senior
Secured Notes Due 2011 which will be guaranteed on a senior secured basis by the Guarantors;
WHEREAS, in order to induce the Initial Purchaser to enter into the Purchase Agreements and to
induce the Initial Purchaser 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]
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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.
| GRANTORS: | SECURUS TECHNOLOGIES, INC., a Delaware corporation |
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| By: | ||||
| Name: | ||||
| Title: | ||||
| T-NETIX, INC., a Delaware corporation |
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| By: | ||||
| Name: | ||||
| Title: | ||||
| TELEQUIP LABS, INC., a Nevada corporation |
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| By: | ||||
| Name: | ||||
| Title: | ||||
| T-NETIX TELECOMMUNICATIONS SERVICES, INC., a Texas corporation |
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| By: | ||||
| Name: | ||||
| Title: | ||||
TRADEMARK SECURITY AGREEMENT
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| EVERCOM HOLDINGS, INC., a Delaware corporation |
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| By: | ||||
| Name: | ||||
| Title: | ||||
| EVERCOM, INC., a Delaware corporation |
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| By: | ||||
| Name: | ||||
| Title: | ||||
| EVERCOM SYSTEMS, INC., a Delaware corporation |
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| By: | ||||
| Name: | ||||
| Title: | ||||
| SYSCON JUSTICE SYSTEMS, INC., a California corporation |
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| By: | ||||
| Name: | ||||
| Title: | ||||
| MODELING SOLUTIONS LLC., a Nevada limited liability company |
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| By: | ||||
| Name: | ||||
| Title: | ||||
| MODELING SOLUTIONS LLC, a Wisconsin limited liability company |
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| By: | ||||
| Name: | ||||
| Title: | ||||
| TRUSTEE: | THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee |
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| By: | ||||
| Name: | ||||
| Title: | ||||
TRADEMARK SECURITY AGREEMENT
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Trademark Registrations/Applications
| Application/ | ||||||||||||||||||||||
| Grantor | Country | Xxxx | Registration No. | App/Reg Date | ||||||||||||||||||
Trade Names
Trademark Licenses
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