SECURITY AGREEMENTSecurity Agreement • October 7th, 2008 • Securus Technologies, Inc. • Communications services, nec • New York
This SECURITY AGREEMENT (this “Agreement”), dated as of September 30, 2008, among 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, jointly and severally, the “Grantors” and each, individually, a “Grantor”), and WELLS FARGO FOOTHILL, LLC, in its capacity as agent for the Lender Group and the Hedge Agreement Providers (together with its successors, the “Agent”).
CREDIT AGREEMENT by and among SECURUS TECHNOLOGIES, INC. as Parent and as a Borrower THE VARIOUS SUBSIDIARIES OF PARENT PARTY HERETO as Borrowers, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, and WELLS FARGO FOOTHILL, LLC as the Arranger...Credit Agreement • October 7th, 2008 • Securus Technologies, Inc. • Communications services, nec • New York
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 ___,
FIRST AMENDMENT TO2004 Restricted Stock Plan • March 30th, 2007 • Securus Technologies, Inc. • Communications services, nec
WHEREAS, the Board by written consent pursuant to Section 13 of the Plan desire to increase the amount of Shares available for Awards
Schedule 1.1Securus Technologies, Inc. • October 14th, 2008 • Communications services, nec
Accounts maintained with (i) any bank that satisfies the criteria described in clause (d) above, or (ii) any other bank organized under the laws of the United States or any state thereof so long as the amount maintained with any such other bank is less than or equal to $100,000 and is insured by the Federal Deposit Insurance Corporation, (f) repurchase obligations of any commercial bank satisfying the requirements of clause (d) of this definition or recognized securities dealer having combined capital and surplus of not less than $250,000,000, having a term of not more than seven days, with respect to securities satisfying the criteria in clauses (a) or (d) above, (g) debt securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any commercial bank satisfying the criteria described in clause (d) above, and (h) Investments in money market funds substantially all of whose assets are invested in the types of assets describ
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”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 13th, 2005 • Securus Technologies, Inc. • Communications services, nec • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of October 12, 2005 by and among SECURUS TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”), the Lenders (as defined below) signatory hereto, ING CAPITAL LLC, in its capacity as Syndicated Issuing Lender (the “Syndicated Issuing Lender”), ING CAPITAL LLC, in its capacity as Alternative Issuing Lender (the “Alternative Issuing Lender”), and ING CAPITAL LLC, in its capacity as Administrative Agent (the “Administrative Agent”).
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”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 24th, 2008 • Securus Technologies, Inc. • Communications services, nec • Delaware
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of June 20, 2008 by and between Securus Technologies, Inc., a Delaware corporation (the “Corporation”), and William Markert (the “Executive”).
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”).
STOCK PURCHASE AGREEMENT BY AND AMONG SECURUS TECHNOLOGIES, INC., APPALOOSA ACQUISITION COMPANY LTD., 0787223 B.C. LTD., AND MR. FLOYD SULLY DATED AS OF APRIL 11, 2007Stock Purchase Agreement • April 16th, 2007 • Securus Technologies, Inc. • Communications services, nec • British Columbia
This STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of the 11th day of April, 2007, by and among Securus Technologies, Inc., a Delaware corporation (the “Parent”), Appaloosa Acquisition Company Ltd., a company organized under the laws of British Columbia (the “Purchaser”), 0787223 B.C. Ltd., a company organized under the laws of British Columbia (the “Seller”), and the Seller’s sole shareholder, Mr. Floyd Sully (“Mr. Sully”). Terms used herein and not otherwise defined shall have the meanings set forth in Section 13.3 hereof.
SETTLEMENT AGREEMENTSettlement Agreement • November 14th, 2008 • Securus Technologies, Inc. • Communications services, nec • British Columbia
This SETTLEMENT AGREEMENT, dated as of the 12th day of November, 2008, by and among Securus Technologies, Inc., a Delaware corporation (the “Parent”), Syscon Justice Systems Canada, Ltd., a company organized under the laws of British Columbia (as successor to Appaloosa Acquisition Company Ltd., a company organized under the laws of British Columbia) (the “Purchaser”), 0787223 B.C. Ltd., a company organized under the laws of British Columbia (the “Seller”), and the Seller’s sole shareholder, Mr. Floyd Sully (“Mr. Sully”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Purchase Agreement (as defined below).
FIRST AMENDMENT TO AMENDED AND RESTATED PROFESSIONAL SERVICES AGREEMENTProfessional Services Agreement • October 7th, 2008 • Securus Technologies, Inc. • Communications services, nec • New York
This First Amendment to Amended and Restated Professional Services Agreement (this “Amendment”) is entered into as of September 30, 2008, by and among T-Netix, Inc., a Delaware corporation, Evercom Systems, Inc., a Delaware corporation (collectively, the “Companies”), and H.I.G. Capital, LLC, a Delaware limited liability company (the “Consultant”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 13th, 2008 • Securus Technologies, Inc. • Communications services, nec • Texas
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of June 11, 2008 by and between Securus Technologies, Inc., a Delaware corporation (the “Corporation”), and Richard A. Smith (the “Executive”).
RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • June 24th, 2008 • Securus Technologies, Inc. • Communications services, nec • Delaware
This Restricted Stock Purchase Agreement (this “Agreement”) is dated as of June 30, 2008 between Securus Technologies, Inc., a Delaware corporation (the “Corporation”), and William Markert (the “Executive”). Capitalized terms not otherwise defined herein shall have their respective meanings as set forth in the Securus Technologies, Inc. 2004 Restricted Stock Plan (the “Plan”), a copy of which has been provided to the Executive.
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”).
FIRST AMENDMENT TO LEASELease • August 15th, 2005 • Securus Technologies, Inc. • Communications services, nec • Texas
THIS FIRST AMENDMENT TO LEASE (this “Amendment”) is entered into as of the 29th day of November, 2004, by and between THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey corporation (“Landlord”) and T-NETIX, INC., a Delaware corporation (“Tenant”).
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;
PATENT SECURITY AGREEMENTPatent Security Agreement • October 7th, 2008 • Securus Technologies, Inc. • Communications services, nec
This PATENT SECURITY AGREEMENT (this "Patent Security Agreement") is made this 30th day of September, 2008, among the Grantors listed on the signature pages hereof (collectively, jointly and severally, "Grantors" and each individually “Grantor”), and WELLS FARGO FOOTHILL, LLC, in its capacity as administrative agent for the Lender Group and the Hedge Agreement Providers (together with its successors, “Agent”).
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • October 7th, 2008 • Securus Technologies, Inc. • Communications services, nec
This TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) is made this 30th day of September, 2008, among Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and WELLS FARGO FOOTHILL, LLC, in its capacity as Agent for the Lender Group and the Hedge Agreement Providers (together with its successors, “Agent”).
COPYRIGHT SECURITY AGREEMENTCopyright Security Agreement • October 7th, 2008 • Securus Technologies, Inc. • Communications services, nec
This COPYRIGHT SECURITY AGREEMENT (this “Copyright Security Agreement”) is made this 30th day of September, 2008, among Grantors listed on the signature pages hereof ( collectively, jointly and severally, “Grantors” and each individually “Grantor”), and WELLS FARGO FOOTHILL, LLC, in its capacity as Agent for the Lender Group and the Hedge Agreement Providers (together with its successors, the “Agent”).
CONSULTING AGREEMENTConsulting Agreement • November 14th, 2008 • Securus Technologies, Inc. • Communications services, nec • British Columbia
This CONSULTING AGREEMENT is made and entered into as of the 12th day of November, 2008, by and between Syscon Justice Systems Canada Ltd., a company organized under the laws of British Columbia (the “Company”) and 0787223 B.C. Ltd., a company organized under the laws of British Columbia (the “Consultant”).
SECURITY AGREEMENTSecurity Agreement • October 7th, 2008 • Securus Technologies, Inc. • Communications services, nec • British Columbia
This SECURITY AGREEMENT (this “Agreement”), dated as of September 30, 2008, among 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, jointly and severally, the “Grantors” and each, individually, a “Grantor”), and WELLS FARGO FOOTHILL, LLC, in its capacity as agent for the Lender Group and the Hedge Agreement Providers (together with its successors, the “Agent”).
FIRST AMENDMENT TO AMENDED AND RESTATED CONSULTING SERVICES AGREEMENTConsulting Services Agreement • October 7th, 2008 • Securus Technologies, Inc. • Communications services, nec • New York
This First Amendment to Amended and Restated Consulting Services Agreement (this “Amendment”) is entered into as of September 30, 2008, by and between T-Netix, Inc., a Delaware corporation, Evercom Systems, Inc., a Delaware corporation (collectively, the “Companies”), and H.I.G. Capital, LLC, a Delaware limited liability company (the “Consultant”).
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 31st, 2008 • Securus Technologies, Inc. • Communications services, nec • New York
THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of January __, 2008, by and among SECURUS TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”), the Subsidiaries of the Borrower party hereto as the Guarantors (as defined in the hereinafter defined Credit Agreement), the Lenders (as defined below) signatory hereto, and ING CAPITAL LLC, in its capacity as the Administrative Agent (the “Administrative Agent”).
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”).
PATENT SECURITY AGREEMENTPatent Security Agreement • October 7th, 2008 • Securus Technologies, Inc. • Communications services, nec
This PATENT SECURITY AGREEMENT (this “Patent Security Agreement”) is made this 30th day of September, 2008, among the Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and WELLS FARGO FOOTHILL, LLC, in its capacity as administrative agent for the Lender Group and the Hedge Agreement Providers (together with its successors, “Agent”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 15th, 2006 • Securus Technologies, Inc. • Communications services, nec • New York
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of April ___, 2006, by and among SECURUS TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”), the Subsidiaries of the Borrower party hereto as the Guarantors (as defined in the hereinafter defined Credit Agreement), the Lenders (as defined below) signatory hereto, and ING CAPITAL LLC, in its capacity as the Administrative Agent (the “Administrative Agent”).
ContractSecurus Technologies, Inc. • November 14th, 2007 • Communications services, nec • New York
We understand that Securus Technologies, Inc., a Delaware corporation (“you” or “Securus”), will be in violation of certain financial covenants in the (i) Credit Agreement, dated September 9, 2004, by and among Securus, ING and the other lenders party thereto, as amended (the “Credit Agreement”) and (ii) Indenture for its 11% Second-Priority Senior Secured Notes due 2011 (the “Indenture”), and may not meet those covenants through 2008 (the “Anticipated Defaults”).
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”).
AMENDED AND RESTATED INTERCREDITOR AGREEMENTAnd Restated Intercreditor Agreement • November 14th, 2008 • Securus Technologies, Inc. • Communications services, nec • New York
AMENDED AND RESTATED INTERCREDITOR AGREEMENT, dated as of September 30, 2008, among WELLS FARGO FOOTHILL, LLC (“Foothill”), as Intercreditor Agent, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (f/k/a The Bank of New York Trust Company, N.A.), as Trustee, SECURUS TECHNOLOGIES INC., a Delaware corporation (the “Company”) and the Subsidiaries of the Company listed on Schedule I hereto.
