EXCHANGE AGENT AGREEMENTExchange Agent Agreement • August 1st, 2007 • Securus Technologies, Inc. • Communications services, nec • New York
Securus Technologies, Inc., a Delaware corporation (the “Company”) proposes to make an offer (the “Exchange Offer”) to exchange all of its outstanding 11% Second-priority Senior Secured Notes due 2011 issued in a private placement on June 29, 2007 (the “2007 Notes”) for its 11% Second-priority Senior Secured Notes due 2011 (the “2007 Exchange Notes”) and $268,000 principal amount of its outstanding 11% Second-priority Senior Secured Notes due 2011 issued in a private placement on September 9, 2004 (the “2004 Notes”, and together with the 2007 Notes, the “Old Securities”) for its 11% Second-priority Senior Secured Notes due 2011 (the “2004 Exchange Notes, and together with the 2007 Exchange Notes, the “New Securities”). 2007 Exchange Notes will be issued under new CUSIP numbers and 2004 Exchange Notes will be issued under CUSIP numbers ____________ and ____________. The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated August ___,
AMENDED AND RESTATED COPYRIGHT SECURITY AGREEMENTAmended and Restated Copyright Security Agreement • August 1st, 2007 • Securus Technologies, Inc. • Communications services, nec
This COPYRIGHT 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 “Copyright Security Agreement”), 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”).
PLEDGE AGREEMENTPledge Agreement • August 1st, 2007 • Securus Technologies, Inc. • Communications services, nec • British Columbia
THIS PLEDGE AGREEMENT, entered into as of June 29, 2007 (as it may be amended, supplemented or otherwise modified from time to time, this “Agreement”), by each of the parties 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, as pledgors (collectively, the “Pledgors”, and each, a “Pledgor”) and THE BANK OF NEW YORK TRUST COMPANY, N.A., in its capacity as Trustee under the Indenture (as defined below) (the “Trustee”).
LIMITED LIABILITY COMPANY AGREEMENT OF MODELING SOLUTIONS L.L.C.Limited Liability • August 1st, 2007 • Securus Technologies, Inc. • Communications services, nec • Nevada
This Limited Liability Company Agreement (this “Agreement”) of Modeling Solutions L.L.C. (the “Company”) is entered into and effective as of June 29, 2007, by Syscon Justice Systems, Inc., a California corporation, as member (the “Member”).
AMENDED AND RESTATED PATENT SECURITY AGREEMENTPatent Security Agreement • August 1st, 2007 • Securus Technologies, Inc. • Communications services, nec
This PATENT 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 “Patent Security Agreement”), 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”).
AMENDED AND RESTATED SECURITY AGREEMENTCopyright Security Agreement • August 1st, 2007 • Securus Technologies, Inc. • Communications services, nec • New York
This SECURITY AGREEMENT made as of September 9, 2004, as amended and restated as of June 29, 2007 (as it may be amended, supplemented or otherwise modified from time to time, this “Agreement”), 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”).
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • August 1st, 2007 • Securus Technologies, Inc. • Communications services, nec
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”).
ContractSupplemental Indenture • August 1st, 2007 • Securus Technologies, Inc. • Communications services, nec • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of June 29, 2007, among Securus Technologies, Inc., a Delaware corporation (the “Issuer”), each of the parties identified as a Guarantor on the schedules to the signature pages hereto (each, a “Guarantor” and collectively, the “Guarantors”) and The Bank of New York Trust Company, N.A., as Trustee under the Indenture (the “Trustee”).
Supplement No.1 (this “Supplement”) dated as of June 29, 2007 to the Pledge Agreement dated as of September 9, 2004 (as amended, restated, supplemented or otherwise modified from time to time, the “Pledge Agreement”) by each of the parties listed on...Securus Technologies, Inc. • August 1st, 2007 • Communications services, nec
WHEREAS, pursuant to (a) that certain Indenture dated as of September 9, 2004 as amended as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Indenture”), 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) the Purchase Agreement dated as of June 25, 2007 (the “Purchase Agreement”), among the Company, the Guarantors and UBS Securities LLC (the “Initial Purchaser”), the Company is issuing $40,000,000 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;
AMENDED AND RESTATED PLEDGE AGREEMENTPledge Agreement • August 1st, 2007 • Securus Technologies, Inc. • Communications services, nec • New York
THIS PLEDGE AGREEMENT, entered into as of September 9, 2004, as amended and restated as of June 29, 2007 (as it may be amended, supplemented or otherwise modified from time to time, this “Agreement”), by each of the parties 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, as pledgors (collectively, the “Pledgors”, and each, a “Pledgor”) and THE BANK OF NEW YORK TRUST COMPANY, N.A., in its capacity as Trustee under the Indenture (as defined below) (the “Trustee”).
FIRST AMENDMENT TO SUBORDINATION AND INTERCREDITOR AGREEMENTSubordination and Intercreditor Agreement • August 1st, 2007 • Securus Technologies, Inc. • Communications services, nec • New York
This FIRST AMENDMENT TO SUBORDINATION AND INTERCREDITOR AGREEMENT (this “Amendment”) is dated as of June 29, 2007, and is entered into among LAMINAR DIRECT CAPITAL, L.P., a Delaware limited partnership (“Laminar”, and, together with any other Person that becomes a party to the Subordination Agreement (as defined below) as a “Subordinated Creditor” pursuant to a Subordinated Creditor Supplement (as defined in the Subordination Agreement), each, a “Subordinated Creditor”, and collectively, “Subordinated Creditors”), SECURUS TECHNOLOGIES, INC., a Delaware corporation (“Company”), the Subsidiaries of Company party hereto (collectively, “Subsidiary Guarantors” and, together with Company, collectively, “Debtors”) and ING CAPITAL LLC, as Agent for all Senior Creditors (as defined in the Subordination Agreement) party to the Senior Credit Agreement (as defined below) (“Agent”).
SECURITY AGREEMENTSecurity Agreement • August 1st, 2007 • Securus Technologies, Inc. • Communications services, nec • British Columbia
This SECURITY AGREEMENT made as of June 29, 2007 (as it may be amended, supplemented or otherwise modified from time to time, this “Agreement”), 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”).
COPYRIGHT SECURITY AGREEMENTCopyright Security Agreement • August 1st, 2007 • Securus Technologies, Inc. • Communications services, nec
This COPYRIGHT 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 “Copyright Security Agreement”), 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”).
ContractSecurus Technologies, Inc. • August 1st, 2007 • Communications services, nec
Supplement No. 1 (this “Supplement”) dated as of June 29, 2007, to the Security Agreement dated as of September 29, 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”).
LIMITED LIABILITY COMPANY AGREEMENT OF MODELING SOLUTIONS, L.L.C.Limited Liability Company • August 1st, 2007 • Securus Technologies, Inc. • Communications services, nec • Wisconsin
This Limited Liability Company Agreement (this “Agreement”) of Modeling Solutions, L.L.C. (the “Company”) is entered into and effective as of June 29, 2007, by Modeling Solutions LLC, a Nevada limited liability company, as member (the “Member”).
AMENDED AND RESTATED TRADEMARK SECURITY AGREEMENTAmended and Restated Trademark Security Agreement • August 1st, 2007 • Securus Technologies, Inc. • Communications services, nec
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”).
