Exhibit 4.6
EXECUTION VERSION
COPYRIGHT SECURITY AGREEMENT
This COPYRIGHT SECURITY AGREEMENT (this "Copyright Security Agreement") is
made this 9th day of September, 2004, 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 Morgan Stanley & 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 Copyright Security 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 Copyright Security 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.
GRANTORS: SECURUS TECHNOLOGIES, INC., a Delaware
corporation
By: /s/ Lewis Schoenwettek
-------------------------------------
Name: Lewis Schoenwettek
Title: Vice President
T-NETIX, INC., a Delaware corporation
By: /s/ Lewis Schoenwettek
-------------------------------------
Name: Lewis Schoenwettek
Title: Vice President
TELEQUIP LABS, INC., a Nevada Corporation
By: /s/ Lewis Schoenwettek
-------------------------------------
Name: Lewis Schoenwettek
Title: Vice President
T-NETIX TELECOMMUNICATIONS
SERVICES, INC., a Texas corporation
By: /s/ Lewis Schoenwettek
-------------------------------------
Name: Lewis Schoenwettek
Title: Vice President
SPEAKEZ, INC., a Colorado corporation
By: /s/ Lewis Schoenwettek
-------------------------------------
Name: Lewis Schoenwettek
Title: Vice President
T-NETIX MONITORING CORPORATION, a
Colorado corporation
By: /s/ Lewis Schoenwettek
-------------------------------------
Name: Lewis Schoenwettek
Title: Vice President
EVERCOM HOLDINGS, INC., a Delaware
corporation
By: /s/ Lewis Schoenwettek
-------------------------------------
Name: Lewis Schoenwettek
Title: Vice President
EVERCOM, INC., a Delaware corporation
By: /s/ Lewis Schoenwettek
-------------------------------------
Name: Lewis Schoenwettek
Title: Vice President
EVERCOM SYSTEMS, INC., a Delaware
corporation
By: /s/ Lewis Schoenwettek
-------------------------------------
Name: Lewis Schoenwettek
Title: Vice President
FORTUNELINX, INC., a Delaware
corporation
By: /s/ Lewis Schoenwettek
-------------------------------------
Name: Lewis Schoenwettek
Title: Vice President
EVERCONNECT, INC., a Delaware
corporation
By: /s/ Lewis Schoenwettek
-------------------------------------
Name: Lewis Schoenwettek
Title: Vice President
ACCEPTED AND ACKNOWLEDGED
BY:
THE BANK OF NEW YORK TRUST
COMPANY, N.A., as Trustee
By: /s/ George W. Bemister
-------------------------------------
Name: George W. Bemister
Title: ASSISTANT VICE PRESIDENT
SCHEDULE I
TO
COPYRIGHT SECURITY AGREEMENT
COPYRIGHT REGISTRATIONS
T-NETIX, INC. AND SUBSIDIARIES:
None.
EVERCOM HOLDINGS, INC. AND SUBSIDIARIES:
REGISTRATION REGISTRATION
GRANTOR COUNTRY COPYRIGHT NO. DATE
------- ------- --------- ------------ ------------
Evercom Systems, Inc. USA EVERCOM INVISION TXu 1-065-233 11/23/2001
Evercom Systems, Inc. USA EVERCOM CAM TXu 1-112-890 11/26/2001
Evercom Systems, Inc. USA EVERCOM LEMS TXu 1-065-234 11/23/2001
Fortune LinX, Inc. USA FORTUNELINX TXu 1-034-898 11/26/2001
Evercom Systems, Inc. USA EVERCOM PORTAL TXu 1-025-385 11/23/2001
Evercom Systems, Inc. USA EVERCOM SYSTEMS TXu 1-043-262 11/23/2001
Evercom Systems, Inc. USA EVERCOM VALIDATION TXu-1 -036-262 11/23/2001
Evercom Systems, Inc. USA EVERCOM BILLING TXu-1-025-371 11/21/2001
Evercom Systems, Inc. USA EVERCOM CUSTOMER CARE TXu-1-039-431 11/23/2001
COPYRIGHT LICENSES
T-NETIX, INC. AND SUBSIDIARIES:
None.
EVERCOM HOLDINGS, INC. AND SUBSIDIARIES:
None.