Exhibit 4.7
TRADEMARK SECURITY AGREEMENT
This TRADEMARK SECURITY AGREEMENT (this "Trademark Security Agreement") is
made this 9th day of September, 2004, 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 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
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 Trademark Security 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 Trademark Security 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.
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
TRADEMARK SECURITY AGREEMENT
TRADEMARK REGISTRATIONS/APPLICATIONS
T-NETIX, INC. AND SUBSIDIARIES, INC.:
APPLICATION/
GRANTOR COUNTRY TYPE MARK REGISTRATION NO. APP/REG DATE
- ------------------ ------- ----- ------------------------- ---------------- -----------------
T-NETIX USA SM COGENT (Class 36) 1,537,607 5/2/89
T-NETIX USA SM PIN-LOCK 2,194,830 10/13/98
T-NETIX JMS USA SM Lock&Track Online Pending
T-NETIX USA TM COGENT & Design (Class 9) 1,783,893 7/27/93
T-NETIX USA TM COGENT (Class 9) 1,810,510 12/14/93
T-NETIX Monitoring USA TM CONTAIN 2,176,736 7/28/98
T-NETIX USA TM TEL-BASE 2,268,058 8/10/99
T-NETIX USA TM Digital ComBridge ? Pending
T-NETIX USA TM STRIKE-THREE! 74/490,873 2/17/94 (Pending)
T-NETIX USA TM SECUREVOICE 78/293406 Pending
T-NETIX USA TM VoicEntry Pending
T-NETIX JMS USA TM Lock&Track Pending
T-NETIX USA TM/SM T-NETIX 2,251,603 6/8/99
EVERCOM HOLDINGS, INC. AND SUBSIDIARIES:
APPLICATION/
GRANTOR COUNTRY MARK REGISTRATION NO. APP/REG DATE
- --------------------- ------- -------------------------- ---------------- -------------------------
Evercom Systems, Inc. USA EVERCOM SYSTEMS 75/982,163 7/27/1998
K001D1-10211918 2,698,196 3/18/2003
Evercom Systems, Inc. USA SMARTCONNECT 76/163,962 11/13/2000
K002US-10207748 2,664,188 12/17/2002
Evercom Systems, Inc. USA EVERCOM 75/503,453 6/16/1998
K007US-10210197 2,789,027 12/2/2003
Evercom Systems, Inc. USA EVERCOM SYSTEMS 75/526,392 7/27/1998
K011US-10211924 2,520,541 12/18/2001
Evercom Systems, Inc. USA EVERCOM SYSTEMS 75/526,393 7/27/1998
K012US-10211925 2,585,670 06/25/2002
Evercom Systems, Inc. USA EVERCOM SYSTEMS 75/530,595 8/04/1998
K013US-10211926 2,585,672 6/25/2002
Evercom Systems, Inc. USA MISCELLANEOUS DESIGN 76/491,487 2/20/2003
K014US-10300176
Evercom Systems, Inc. USA ELECTRONICDRAGNET 78/354,063 1/20/2004
K024US-10311996
Evercom Systems, Inc. USA EVERCOM - ITU 76/594,043 5/26/2004
K044US-10312006
Evercom Systems, Inc. USA EVERCOM - USE 76/594,042 5/26/2004
K045US-10312007
Evercom Systems, Inc. USA MISCELLANEOUS DESIGN - ITU U.S. application will be
K042US-10312002 filed in the near future
Evercom Systems, Inc. USA MISCELLANEOUS DESIGN - USE U.S. application will be
K043US-10312004 filed in the near future
Evercom Systems, Inc. USA EVERREACH Proposed mark under
K017US-10311994 consideration for U.S.
intent-to-use application
Evercom Systems, Inc. USA EVERCONNECT Mark under consideration
K047XX1 for U.S. use-based or
intent-to-use application
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APPLICATION/
GRANTOR COUNTRY MARK REGISTRATION NO. APP/REG DATE
- --------------------- ------- -------------------------- ---------------- -------------------------
Evercom Systems, Inc. USA IBNA Proposed mark under
K018US-10311995 consideration for U.S.
intent-to-use application
Evercom Systems, Inc. USA ICBS Mark under consideration
K048XX1 for U.S. use-based
application
Evercom Systems, Inc. USA IT-JAIL Proposed mark under
K028US-10311997 consideration for U.S.
intent-to-use application
PROPOSED TRADEMARKS
Marks Proposed And Screening Search Conducted - Will be Used with "TM"
SECURE RELEASE FACILITY MANAGER 3-WAY CONNECT IT-A
K022XX1 K032XX1 K035XX1 K040XX1
COVERT INTELLIGENT INTELLIGENT
INVESTIGATOR TRANSACT TECHNOLOGIES
K028XX1 K033XX1 ARCHITECTURE
K039XX1
SECURE BOOKING COM-PLUS
K030XX1 K034XX1
Marks Proposed and Screening Search Conducted
- - Will Be Used Without "TM" or Other Claim Of Trademark Rights
CALL MANAGER CONNECTION PLUS
K036XX1 K037XX1
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TRADE NAMES
Evercom Systems, Inc. uses the following DBAs:
- Correction Billing Services
- CBS
TRADEMARK LICENSES
T-NETIX, INC. AND SUBSIDIARIES:
None.
EVERCOM HOLDINGS, INC. AND SUBSIDIARIES:
None.
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