EX-4.15 Security Agreement, dated June 29, 2007



 





EXHIBIT 4.15




SECURITY AGREEMENT




     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”).



W I T N E S S E T H:




     WHEREAS, pursuant to (a) that certain Indenture dated September 9, 2004 (as amended, restated,
supplemented or otherwise modified from time to time, the “Indenture”), and 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) one or more Purchase Agreements (each, a Purchase Agreement”), among the Company,
the Guarantors, the initial purchaser(s) party thereto (collectively, the “Initial
Purchasers”), 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 Trustee to enter into the Indenture and to induce the Initial
Purchasers to enter into the Purchase Agreements and purchase the Notes (as hereinafter defined),
the Grantors have agreed to grant a continuing Lien on the Collateral (as hereinafter defined) in
order to secure the prompt and complete payment, observance and performance of the obligations of
the Grantors, including the Company, arising from this Agreement, the Indenture and the other Note
Documents (the “Secured Obligations”), by the granting of the security interest
contemplated by this Agreement;



     WHEREAS, the Company, the Guarantors, the Trustee and the Intercreditor Agent (as defined in
the Intercreditor Agreement), among others, have entered into that certain Intercreditor Agreement,
dated as of September 9, 2004 (as amended, restated, supplemented or otherwise modified from time
to time, the “Intercreditor Agreement”), pursuant to which the liens upon and security
interests in the Collateral granted by this Agreement are and shall be subordinated in all respects
to the liens upon and security interests in the Collateral granted pursuant to, and subject to the
terms and conditions of, the Senior Lender Documents (as defined in the Intercreditor Agreement);
and



     WHEREAS each Grantor has duly authorized the execution, delivery and performance of this
Agreement.



     NOW, THEREFORE, for and in consideration of the recitals made above and other good and
valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the
parties hereto agree as follows:



     1. Defined Terms. 



 









 





          (a) Capitalized terms used herein and not defined shall have the meanings ascribed to them in
that certain Credit Agreement (as further amended, restated, refinanced, replaced, supplemented or
otherwise modified from time to time, the “Credit Agreement”) dated as of the date hereof,
among the Company, ING Capital LLC, as administrative agent (the “Administrative Agent”),
the Guarantors, and the various financial institutions party thereto from time to time.



          (b) “Copyrights” means copyrights and copyright registrations, including, without
limitation, the copyright registrations and recordings thereof and all applications in connection
therewith listed on Schedule 1 attached hereto and made a part hereof, and (i) all renewals
or extensions thereof, (ii) all income, royalties, damages and payments now and hereafter due
and/or payable under and with respect thereto, including, without limitation, payments under all
licenses entered into in connection therewith and damages and payments for past or future
infringements thereof, (iii) the right to sue for past, present and future infringements thereof,
(iv) the goodwill of such Grantor’s business symbolized by the foregoing and connected therewith,
and (v) all of such Grantor’s rights corresponding thereto throughout the world.



          (c) “Copyright Security Agreement” means each Amended and Restated Copyright Security
Agreement among the Grantors, or any of them, and the Trustee, for the benefit of the Noteholders,
in substantially the form of Exhibit A attached hereto, pursuant to which the Grantors have
granted to the Trustee, for the benefit of the Noteholders, a Security Interest in all their
respective Copyrights.



          (d) “Designs” means all industrial designs, design patents and other designs now owned
or existing or hereafter adopted or acquired, including those listed on Schedule 1 attached
hereto and all registrations and recordings thereof and all applications in connection, and (i) all
renewals or extensions thereof, (ii) all income, royalties, damages and payments now and hereafter
due and/or payable under and with respect thereto, including, without limitation, payments under
all licenses entered into in connection therewith and damages and payments for past or future
infringements thereof, (iii) the right to sue for past, present and future infringements thereof,
(iv) the goodwill of such Grantor’s business symbolized by the foregoing and connected therewith,
and (v) all of such Grantor’s rights corresponding thereto throughout the world..



          (e) “Intellectual Property” means any and all Intellectual Property Licenses, Patents,
Copyrights, Trademarks, Designs the goodwill associated with such Trademarks, trade secrets and
customer lists.



          (f) “Intellectual Property Licenses” means rights under or interest in any patent,
trademark, copyright or other intellectual property, including, without limitation, rights under or
interest in software license agreements with any other party, whether such Grantor is a licensee or
licensor under any such license agreement, including the license agreements listed on Schedule
2 attached hereto and made a part hereof, and the right to use the foregoing in connection with
the enforcement of the Trustee’s rights under the Indenture, including, without limitation, the
right to prepare for sale and sell any and all Equipment now or hereafter owned by such Grantor and
now or hereafter covered by such licenses.



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          (g) “Note Documents” means this Agreement, the Purchase Agreements, the Amended and
Restated Pledge Agreement dated as of the date hereof, by and among certain of the Grantors and the
Trustee, the Indenture, the Notes and all other documents relating to the Security Interest
required by this Agreement to be entered into by the Grantors.



          (h) “Noteholders” means the holders of the Notes. A “Noteholder” means any
one of them.



          (i) “Notes” shall mean (a) the initial $154,000,000 in aggregate principal amount of
11% second-priority senior secured notes due 2011 issued by the Company, (b) the exchange notes
issued in exchange therefor as contemplated by the Registration Rights Agreement dated as of
September 9, 2004, (c) the follow-on $40,000,000 in aggregate principal amount of 11%
second-priority senior secured notes due 2011 to be issued by the Company pursuant to the
Indenture, (d) the exchange notes issued in exchange therefor as contemplated by the Registration
Rights Agreement dated as of June           , 2007, and (e) any additional notes issued under the
Indenture by the Company, to the extent permitted by the Indenture and the Credit Agreement.



          (j) “Patents” means patents and patent applications, including, without limitation,
the patents and patent applications listed on Schedule 3 attached hereto and made a part
hereof, and (i) all reissues, continuations, or extensions thereof, (ii) all income, royalties,
damages and payments now and hereafter due and/or payable under and with respect thereto,
including, without limitation, payments under all licenses entered into in connection therewith and
damages and payments for past or future infringements thereof, (iii) the right to sue for past,
present and future infringements thereof, and (iv) all of such Grantor’s rights corresponding
thereto throughout the world.



          (k) “Patent Security Agreement” means each Amended and Restated Patent Security
Agreement among the Grantors, or any of them, and the Trustee, for the benefit of the Noteholders,
in substantially the form of Exhibit C attached hereto, pursuant to which the Grantors have
granted to the Trustee, for the benefit of the Noteholders, a Security Interest in all their
respective Patents.



          (l) “PPSA” means the Personal Property Security Act (British Columbia) or the regulations
thereunder, as they may be amended, restated or replaced by successor legislation of comparable
effect.



          (m) “Records”, as used in this Agreement, means information that is inscribed on a
tangible medium or which is stored in an electronic or other medium and is retrievable in
perceivable form.



          (n) “Trademarks” means trademarks, trade names, registered trademarks, trademark
applications, service marks, registered service marks and service mark applications, including,
without limitation, the trade names, registered trademarks, trademark applications, registered
service marks and service mark applications listed on Schedule 4 attached hereto and made a
part hereof, and (i) all renewals thereof, (ii) all income, royalties, damages and payments now and
hereafter due and/or payable under and with respect thereto, including, without



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limitation, payments under all licenses entered into in connection therewith and damages and
payments for past or future infringements or dilutions thereof, (iii) the right to sue for past,
present and future infringements and dilutions thereof, (iv) the goodwill of such Grantor’s
business symbolized by the foregoing and connected therewith, and (v) all of such Grantor’s rights
corresponding thereto throughout the world.



          (o) “Trademark Security Agreement” means each Amended and Restated Trademark Security
Agreement among the Grantors, or any of them, and the Trustee, for the benefit of the Noteholders,
in substantially the form of Exhibit B attached hereto, pursuant to which the Grantors have
granted to the Trustee, for the benefit of the Noteholders, a Security Interest in all their
respective Trademarks.



          (p) Unless the context requires or unless otherwise specified, all the terms used herein
without initial capitals which are defined in the PPSA have the same meaning in this Agreement as
in the PPSA.



     2. Grant of Security. Each Grantor hereby unconditionally grants to the
Trustee, for the benefit of the Noteholders, a continuing mortgage, charge, assignment, transfer
(except any assignment or transfer of Intellectual Property) and security interest in (together
with a right of setoff against) all of its present and after-acquired personal property except
Accounts and Inventory (collectively, the “Collateral”), and such Collateral shall include
such Grantor’s right, title and interest in and to the following, whether now owned or hereafter
acquired or arising:



          (a) All increases, additions, accretions and accessions to, and all extensions, revisions,
renewals, continuations or replacement of any of the Collateral (collectively, the “Accessions”);



          (b) All chattel paper in which such Grantor now or hereafter has an interest, and any part
thereof (the “Chattel Paper”);



          (c) All documents of title, whether negotiable or non-negotiable, including, without
limitation, all warehouse receipts and bills of lading, in which such Grantor now or hereafter has
an interest, and any part thereof (collectively, the “Documents of Title”);



          (d) All goods in which such Grantor now or hereafter has an interest other than Inventory or
consumer goods and any part thereof, including, without limitation, all tools, apparatus, fixtures,
plant, machinery, furniture, chattels, vehicles, vessels, air conditioning, heating, ventilating,
electrical , mechanical, plumbing, communications and data systems, elevators, escalators and other
conveyancing devices, boilers, furnaces, carpets, blinds, window coverings, curtains, awnings,
lighting fixtures, doors, windows, demising walls and partitions, wiring, pipes, conduits, seasonal
decorations (collectively, the “Equipment”);



          (e) All letters of credit, advices of credit and all other instruments in which such Grantor
now or hereafter has an interest, and any part thereof (collectively, the “Instruments”);



          (f) All intangible property of whatever kind in which such Grantor now or hereinafter has an
interest excluding Accounts but, including, without limitation, all of such



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Grantor’s choses in action, contractual rights, agreements, leases of personal property,
licence rights, licences, permits, goodwill (including the goodwill associated with any Trademark,
Patent or Copyright), Patents, Trademarks, Copyrights, Designs, URLs and domain names, other
industrial or Intellectual Property or rights therein or applications therefor, whether under
license or otherwise, programs, programming materials, blueprints, drawings, purchase orders,
customer lists, monies due or recoverable from pension funds, route lists, rights to payment and
other rights under any royalty or licensing agreements, including Intellectual Property Licenses,
infringement claims, computer programs, information contained on computer disks or tapes, software,
literature, reports, catalogs, pension plan refunds, pension plan refund claims, insurance premium
rebates, tax refunds, and tax refund claims, uncertificated securities, and any and all supporting
obligations in respect thereof (collectively, the “Intangibles”);



          (g) All money in which such Grantor now or hereafter has an interest and any part thereof (the
“Money”);



          (h) All books, papers, documents, writings, tapes, magnetic or other machine readable data and
records, and all other information, however stored, recording or relating to any of the Collateral
(collectively, the “Records”);



          (i) All shares, stock warrants, bonds, debentures, debenture stock, mortgages and other
securities in which such Grantor now or hereafter has an interest, and any part thereof
(collectively, the “Securities”); and



          (j) All proceeds and personal property in any form derived directly or indirectly from any
dealing with the Collateral or any part thereof and all proceeds of proceeds and any part thereof
(collectively, the “Proceeds”);



          Notwithstanding the foregoing, the Collateral shall not include any Accounts, Inventory or
Hedge Agreements now owned or existing or hereafter acquired or entered into by any Grantor, or any
proceeds thereof.



     3. Security for Obligations. This Agreement and the Security Interest created hereby
secures the payment and performance of all the Secured Obligations. Without limiting the
generality of the foregoing, this Agreement secures the payment of all amounts which constitute
part of the Secured Obligations and would be owed by the Company and the Grantors, or any of them,
to the Noteholders, but for the fact that they are unenforceable due to the existence of a
bankruptcy proceedings involving any of the Grantors. The Secured Obligations may be reduced to
zero from time to time without affecting the validity, perfection or enforceability of this
Agreement or the security interests created hereby until this Agreement is terminated in accordance
with Section 22 hereof.



     4. The Grantors Remain Liable. Anything herein to the contrary notwithstanding, (a)
each of the Grantors shall remain liable under the contracts and agreements included in the
Collateral to the extent set forth therein to perform all of the duties and obligations thereunder
to the same extent as if this Agreement had not been executed, (b) the exercise by the Trustee or
any Noteholder of any of the rights hereunder shall not release any of the Grantors from any of
their respective duties or obligations under the contracts and agreements included in the



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Collateral, and (c) none of the Trustee and the Noteholders, including the Initial Purchasers,
shall have any obligation or liability under the contracts and agreements included in the
Collateral by reason of this Agreement, nor shall any of the Trustee or the Noteholders, including
the Initial Purchasers, be obligated to perform any of the obligations or duties of any of the
Grantors thereunder or to take any action to collect or enforce any claim for payment assigned
hereunder. Until an Event of Default shall occur and be continuing, except as otherwise provided
in this Agreement, the Indenture or the other Note Documents, the Grantors shall have the right to
possession and enjoyment of the Collateral for the purpose of conducting the ordinary course of
their respective businesses, subject to and upon the terms hereof and of the Indenture and other
Note Documents.



     5. Nature of Security Interests. Notwithstanding each Grantor’s right to possession
and enjoyment of the Collateral as permitted herein and in the Indenture and the other Note
Documents, the security interests created hereby shall operate as fixed and specific mortgages, and
charges of all of the Collateral presently existing, and with respect to all future Collateral,
shall operate as fixed and specific mortgages and charges of such future Collateral which shall
attach at the moment such Grantor acquires right or interest therein.



     6. Attachment. Each Grantor acknowledges that value has been given. The security
interests created hereby are intended to attach, as to all of the Collateral in which such Grantor
has an interest, forthwith when such Grantor executes this Agreement, and, as to all Collateral in
which such Grantor acquires any right or interest after the execution of this Agreement, when such
Grantor acquires such right or interest.



     7. Representations and Warranties. Each Grantor hereby represents and warrants to the
Trustee and the Noteholders, including the Initial Purchasers, as follows:



          (a) The exact legal name of each of the Grantors is set forth on the signature pages of this
Agreement or a supplement hereto. No Grantor conducts nor has conducted, business under any trade
name or other name other than those set forth on Schedule 6 attached hereto. The chief
executive office for each Grantor is specified next to its name in Schedule 6.



          (b) All of the Equipment of the Grantors is located at the places specified in Schedule
6.11 to the Credit Agreement or such similar provision of any successor Credit Agreement to the
Credit Agreement as in effect on the date hereof. Each Grantor covenants and agrees that, for so
long as this Agreement shall be in effect, it will comply with the terms and conditions of
Section 6.11 of the Credit Agreement with respect to locations of Collateral.



          (c) As at the date of this Agreement, the aggregate value of the serial numbered goods of the
Grantors is not greater than $...



          (d) As of the Agreement Date, no Grantor has any interest in, or title to, any registered
Copyrights, registered Designs, registered Patents, registered Trademarks, or Intellectual Property
Licenses except as set forth on Schedules 1, 2, 3 and 4, respectively, attached hereto.
This Agreement is effective to create a valid and continuing Lien on and, upon the Copyright
Security Agreement with the Canadian Copyright Office, this Agreement with the Canadian
Intellectual Property Office (Industrial Design Branch), and the United States



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Copyright Office and filing of the Patent Security Agreement and the Trademark Security
Agreement with the Canadian Patent Office, Canadian Trademark Office and United States Patent and
Trademark Office, and the filing of appropriate PPSA and Uniform Commercial Code financing
statements in the jurisdiction(s) listed next to each Grantor’s name on Schedule 7 hereto,
all action necessary to perfect the Trustee’s Lien on each Grantor’s Patents, Trademarks,
Copyrights or Designs shall have been duly taken and such perfected Liens are enforceable as such
as against any and all creditors of and purchasers from any Grantor.



          (e) This Agreement creates a valid security interest in the Collateral of each of the
Grantors, to the extent a security interest therein can be created under the PPSA, securing the
payment of the Secured Obligations. Except to the extent a security interest in the Collateral
cannot be perfected by the filing of a financing statement under the PPSA and the Uniform
Commercial Code, all filings and other actions necessary to perfect such security interest have
been duly taken or will have been taken upon the filing of PPSA the Uniform Commercial Code
financing statements listing each Grantor, as a debtor, and the Trustee, as secured party, in the
jurisdiction(s) listed next to such Grantor’s name on Schedule 6 attached hereto. Upon the
making of such filings, the Trustee shall have a second-priority perfected security interest in the
Collateral (subject only to Permitted Liens) of each of the Grantors to the extent such security
interest can be perfected by the filing of a financing statement under the PPSA the Uniform
Commercial Code.



          (f) The parties intend that, to the extent permitted by applicable law, that all of the
Collateral shall remain personal property regardless of the manner of its attachment or affixation
to real property.



     8. Covenants. Each Grantor covenants and agrees with the Trustee and the Noteholders,
including the Initial Purchasers, that from and after the date of this Agreement and until the
date of termination of this Agreement in accordance with Section 22 hereof:



          (a) Possession of Collateral. In the event that any Collateral, including, without
limitation, proceeds, is evidenced by or consists of Documents of Title, Instruments, Securities or
Chattel Paper, and if and to the extent that perfection or priority of the Security Interest is
dependent on or enhanced by possession, the applicable Grantor, subject to the provisions of the
Intercreditor Agreement and in accordance with Section 10 hereof, shall promptly execute
such other documents or, if applicable, endorse and deliver physical possession of such Documents
of Title, Instruments, Securities or Chattel Paper to the Trustee;



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          (b) Chattel Paper. Subject to the provisions of the Intercreditor Agreement, to the
extent such assets constitute Collateral, if any Grantor retains possession of any Chattel Paper or
instruments promptly upon the request of the Trustee, such Chattel Paper and instruments shall be
marked with the following legend: “This writing and the obligations evidenced or secured hereby are
subject to the security interest of The Bank of New York Trust Company, N.A. as Trustee for the
benefit of the Noteholders”;



          (c) Control Agreements.



               (i) After an Event of Default occurs and during the continuation thereof, each Grantor shall
obtain an authenticated control agreement, in form and substance satisfactory to the Trustee, from
each bank or financial institution holding an Account for such Grantor, and



               (ii) After an Event of Default occurs and during the continuation thereof, each Grantor shall
obtain authenticated control agreements, all in form and substance satisfactory to the Trustee,
from each issuer of uncertificated securities, securities intermediary, or commodities intermediary
issuing or holding any financial assets or commodities to or for any Grantor;



          (d) Letter of Credit Rights. Each Grantor that is or becomes the beneficiary of a
letter of credit shall promptly, to the extent such assets constitute Collateral, and in any event
within two (2) Business Days after becoming a beneficiary, notify the Trustee thereof and, subject
to the provisions of the Intercreditor Agreement, after an Event of Default occurs and during the
continuation thereof, upon the request by the Trustee, enter into a tri-party agreement with the
Trustee and the issuer and/or confirmation bank with respect to assigning the rights and interests
of such Grantor in and under the letter of credit to the Trustee and, subject to the provisions of
the Intercreditor Agreement, directing all payments thereunder to the Disbursement Account;



          (e) Choses in Action. Each Grantor shall promptly notify the Trustee in writing upon
obtaining a choses in action against any third party after the date hereof and promptly amend
Schedule 5 to this Agreement, and do such other acts or things deemed reasonably necessary
or desirable by the Trustee to give the Trustee a second-priority perfected security interest in
any such choses in action;



          (f) Government Contracts. If any Chattel Paper arises out of a contract or contracts
with the Federal Government of Canada (including the provincial and municipal governments), United
States of America or any department, agency, or instrumentality thereof, to the extent such assets
constitute Collateral, the Grantors shall immediately notify the Trustee thereof in writing and
execute any instruments or take any steps reasonably required by the Trustee in order that all
moneys due or to become due under such contract or contracts shall be assigned, to the extent the
Grantors are not obligated at such time to assign such moneys to the Intercreditor Agent (as
defined in the Intercreditor Agreement) under the Senior Lender Documents (as defined in the
Intercreditor Agreement), to the Trustee for the benefit of the Noteholders and notice thereof
given under the Federal Assignment of Claims Act of 1940 or



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other Applicable Law; provided it shall not be a Default hereunder if the governmental
department, agency or instrumentality fails to respond;



          (g) Intellectual Property.



               (i) In order to facilitate filings with the Canadian Patent Office, the Canadian Trademark
Office, the Canadian Copy Right Office, United States Patent and Trademark Office and the United
States Copyright Office, each Grantor shall execute and deliver to the Trustee one or more
Copyright Security Agreements, Trademark Security Agreements and Patent Security Agreements to
evidence the Trustee’s Lien on such Grantor’s Patents, Trademarks or Copyrights and the other
Intangibles of such Grantor relating thereto or represented thereby.



               (ii) In the event that any of the Patent, Trademark, Copyright or Design Collateral is
infringed upon, or misappropriated or diluted by a third party in a manner that has a material
adverse effect on the Grantors, taken as a whole, such Grantor shall comply with Section
8(e) of this Agreement. Each Grantor shall have the duty, to the extent necessary or
economically desirable in the operation of such Grantor’s business, (1) to promptly sue for
infringement, misappropriation or dilution and to recover any and all damages for such
infringement, misappropriation or dilution, (2) to prosecute diligently any trademark application
or service mark application that is part of the Trademarks pending as of the date hereof or
hereafter until the termination of this Agreement, (3) to prosecute diligently any patent
application that is part of the Patents pending as of the date hereof or hereafter until the
termination of this Agreement, and (4) to take all reasonable and necessary action to preserve and
maintain all of such Grantor’s Trademarks, Patents, Copyrights, Designs, Intellectual Property
Licenses, and its rights therein, including the filing of applications for renewal, affidavits of
use, affidavits of noncontestability and opposition and interference and cancellation proceedings.
Any expenses incurred in connection with the foregoing shall be borne by the appropriate Grantor.
Each Grantor further agrees not to abandon any Trademark, Patent, Copyright, Design or Intellectual
Property License that is necessary or economically desirable in the operation of such Grantor’s
business.



               (iii) The Grantors acknowledge and agree that the Trustee and the Noteholders shall have no
duties with respect to the Trademarks, Patents, Copyrights, Designs or Intellectual Property
Licenses. Without limiting the generality of this Section 8(g), the Grantors acknowledge
and agree that none of the Trustee or the Noteholders, including the Initial Purchasers, shall be
under any obligation to take any steps necessary to preserve rights in the Trademarks, Patents,
Copyrights, Designs or Intellectual Property Licenses against any other Person, but, subject to the
provisions of the Intercreditor Agreement, any Noteholder or the Trustee may do so at its option
from and after the occurrence of an Event of Default, and all expenses incurred in connection
therewith (including, without limitation, reasonable fees and expenses of attorneys and other
professionals for the Noteholders and the Trustee) shall be for the sole account of the appropriate
Grantor and shall be added to the obligations secured hereby.



               (iv) In the event any Grantor, either itself or through any agent, employee, licensee or
designee, files an application for the registration of any Patent, Trademark, Copyright or Design
with the Canadian Patent Office, the Canadian Trademark Office, the



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Canadian Copyright Office, Canadian Intellectual Property Office (Industrial Design Office),
United States Patent and Trademark Office, the United States Copyright Office or any similar office
or agency, it shall give the Trustee written notice thereof within 10 days thereafter. Promptly
upon any such filing, each Grantor shall comply with Section 8(g)(i) hereof;



          (h) Reincorporate, Office. Each Grantor covenants and agrees that such Grantor will
not, without at least thirty (30) days’ prior written notice to the Trustee, (i) reincorporate or
reorganize itself under the laws of any jurisdiction other than the jurisdiction in which such
Grantor is incorporated or organized as of the date hereof; or (ii) change its chief executive
office;



          (i) Insurance; Risk of Loss. The Grantors shall, at their own expense, maintain
insurance with respect to the Collateral in such amounts, against such risks, in such form and with
such insurers, as set forth in the Credit Agreement. Each Grantor agrees to pay all required
taxes, liens and assessments upon the Collateral, and its use or operation, as required under the
Credit Agreement;



          (j) Transfers and Other Liens. The Grantors shall not (i) sell, assign (by operation
of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the
Collateral, except Collateral as expressly otherwise permitted by the Indenture, or (ii) create or
permit to exist any Lien upon or with respect to any of the Collateral of any of the Grantors,
except for Permitted Liens. The inclusion of Proceeds in the Collateral shall not be deemed to
constitute the Trustee’s consent to any sale or other disposition of any of the Collateral except
as expressly permitted in this Agreement, the Indenture or the other Note Documents; and



          (k) Other Actions as to Any and All Collateral. Each Grantor shall promptly notify
the Trustee in writing upon acquiring or otherwise obtaining any Collateral after the date hereof
consisting of Trademarks, Patents, Copyrights, Designs, Intellectual Property Licenses, Chattel
Paper (electronic, tangible or otherwise), Documents of Title, Instruments and Securities and, in
accordance with Section 10 hereof or otherwise upon the request of the Trustee, promptly
execute such other documents, or, if applicable, subject to the provisions of the Intercreditor
Agreement, deliver such Chattel Paper, Documents of Title, Instruments and Securities or other
documents in accordance with Section 8 hereof and do such other acts or things deemed
reasonably necessary or desirable by the Trustee to protect the Security Interest therein.



          (l) Cash Proceeds from Non-cash Collateral. Each Grantor shall hold all cash proceeds
realized from the sale, transfer, conveyance or other disposition of any non-cash Collateral in a
“deposit account” segregated from any cash property of such Grantor related to or realized from the
monetization of any Accounts or Inventory of such Grantor.



     9. Relation to Other Security Documents. The provisions of this Agreement shall be
read and construed with the other Note Documents referred to below in the manner so indicated.



          (a) Pledge Agreement. In the event any Grantor executes and delivers to the Trustee a
pledge agreement pursuant to which such Grantor pledges to the Trustee all of the Equity Interests
of such Grantor’s Subsidiary or Subsidiaries, such pledge agreement shall



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control to the extent there is any inconsistency between this Agreement and such pledge
agreement with respect to the pledge of such Equity Interests.



          (b) Patent, Trademark, Copyright Security Agreements. The provisions of the Copyright
Security Agreements, Trademark Security Agreements and Patent Security Agreements are supplemental
to the provisions of this Agreement, and nothing contained in the Copyright Security Agreements,
Trademark Security Agreements or the Patent Security Agreements shall limit any of the rights or
remedies of the Trustee hereunder.



     10. Further Assurances.



          (a) Each Grantor agrees that from time to time, at its own expense, such Grantor will promptly
execute and deliver all further instruments and documents, and take all further action, that may be
reasonably necessary or that the Trustee may reasonably request in accordance with the provisions
of the Intercreditor Agreement, in order to perfect and protect any security interest granted or
purported to be granted hereby or to enable the Trustee to exercise and enforce its rights and
remedies hereunder with respect to any of the Collateral.



          (b) Each Grantor authorizes the filing of such financing, financing change or continuation
statements, or amendments thereto, and such Grantor will execute and deliver to the Trustee such
other instruments or notices, as may be reasonably necessary or as the Trustee may reasonably
request in accordance with the provisions of the Intercreditor Agreement, in order to perfect and
preserve the Security Interest granted or purported to be granted hereby.



          (c) Each Grantor authorizes the Trustee to file, transmit, or communicate, as applicable,
financing statements, in-lieu financing statements, financing change statements and other
amendments describing the Collateral as “all present and after acquired personal property of debtor
other than Accounts and Inventory and any proceeds thereof” or “all assets of debtor other than
Accounts and Inventory and any proceeds thereof” or words of similar effect, in order to perfect
the Trustee’s security interest in the Collateral, without such Grantor’s signature to the extent
permitted by Applicable Law. A photocopy or other reproduction of this Agreement or any financing
statement covering the Collateral or any part thereof shall be sufficient as a financing statement
where permitted by Applicable Law. Each Grantor also hereby ratifies its authorization for the
Trustee to have filed in any jurisdiction any financing statements, in-lieu financing statements,
financing change statements or amendments thereto if filed prior to the date hereof.



          (d) Each Grantor acknowledges that it is not authorized to file any financing statement or
amendment or termination statement with respect to any financing statement filed in connection with
this Agreement, subject to such Grantor’s rights under Section 9-509(d)(2) of the Uniform
Commercial Code and the provisions of the Intercreditor Agreement.



     11. The Trustee’s Right to Perform Contracts. Subject to the provisions of the
Intercreditor Agreement, upon the occurrence of an Event of Default, the Trustee (or its designee)
may, but is under no obligation to, proceed to perform any and all of the obligations of any
Grantor contained in any contract, lease or other agreement and exercise any and all rights of any
Grantor therein contained as fully as such Grantor itself could.



11









 





     12. Trustee Appointed Attorney. Each Grantor hereby irrevocably appoints the Trustee
its true and lawful attorney, with full authority in the place and stead of such Grantor and in the
name of such Grantor or otherwise, at such time as an Event of Default has occurred and is
continuing under the Indenture, to, subject to the provisions of the Intercreditor Agreement, take
any action and execute any instrument which is necessary or advisable or that the Trustee may
reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including,
without limitation:



          (a) to ask, demand, collect, sue for, recover, compromise, receive and give acquittance and
receipts for moneys due and to become due under or in connection with the Collateral of such
Grantor;



          (b) to receive and open all mail addressed to such Grantor and to notify postal authorities to
change the address for the delivery of mail to such Grantor to that of the Trustee;



          (c) to receive, endorse, and collect any Documents of Title, drafts or other Instruments and
Chattel Paper in each case to the extent constituting Collateral in connection therewith;



          (d) to file any claims or take any action or institute any proceedings which the Trustee may
deem necessary or desirable for the collection of any of the Collateral of such Grantor or
otherwise to enforce the rights of the Trustee with respect to any of the Collateral;



          (e) to use any labels, Patents, Trademarks, trade names, URLs, domain names, Copyrights,
Designs, advertising matter or other industrial or intellectual property rights, in advertising for
sale and selling Collateral and to collect any amounts due under contracts or Instruments of such
Grantor; and



          (f) the Trustee on behalf of the Noteholders shall have the right, subject to the provisions
of the Intercreditor Agreement, but shall not be obligated, to bring suit in its own name to
enforce the Trademarks, Patents, Copyrights, Designs, and Intellectual Property Licenses and, if
the Trustee shall commence any such suit, the appropriate Grantor shall, at the request of the
Trustee, do any and all lawful acts and execute any and all proper documents reasonably required by
the Trustee in aid of such enforcement.



          To the extent permitted by law, each Grantor hereby ratifies all that such power of attorney
shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an
interest and shall be irrevocable until this Agreement is terminated and is given for valuable
consideration.



     13. Trustee May Perform. If any of the Grantors fails to perform any agreement
contained herein, the Trustee, subject to the provisions of the Intercreditor Agreement, may, but
is not obligated to, itself perform, or cause performance of, such agreement, and the reasonable
expenses of the Trustee incurred in connection therewith shall be payable, jointly and severally,
by the Grantors. The Trustee shall endeavor to provide prior written notice of the Trustee’s
performance under this Section 11, but failure to give such notice shall not affect the Trustee’s
rights under this Section 11.



12









 





     14. Trustee’s Duties. The powers conferred on the Trustee hereunder are solely to
protect the Trustee’s interest in the Collateral for the benefit of the Noteholders and shall not
impose any duty upon the Trustee to exercise any such powers. Except for the safe custody of any
Collateral in its actual possession and the accounting for moneys actually received by it
hereunder, the Trustee shall have no duty as to any Collateral or as to the taking of any necessary
steps to preserve rights against prior parties or any other rights pertaining to any Collateral.
The Trustee shall be deemed to have exercised reasonable care in the custody and preservation of
any Collateral in its actual possession if such Collateral is accorded treatment substantially
equal to that which the Trustee accords its own property.



     15. Collection of Accounts. At any time upon the occurrence and during the
continuation of an Event of Default, the Trustee or the Trustee’s designee may, subject to the
provisions of the Intercreditor Agreement, (a) notify any party obligated to pay under any Chattel
Paper, Security or Instrument (“Account Debtor”) of any Grantor that the Accounts,
Securities or Instruments (other than any of the foregoing that constitute proceeds of Accounts or
Inventory of any Grantor) have been assigned to the Trustee for the benefit of the Noteholders or
that the Trustee has a security interest therein, and (b) collect the Accounts, Chattel Paper,
Securities or Instruments (other than any of the foregoing that constitute proceeds of Accounts or
Inventory of any Grantor) directly, and any collection costs and expenses shall constitute part of
such Grantor’s Secured Obligations under the Indenture. Each Grantor agrees that it will hold in
trust for the Trustee, as the Trustee’s trustee, any funds that it receives and, subject to the
provisions of the Intercreditor Agreement, immediately will deliver such funds to the Trustee in
their original form as received by such Grantor.



     16. Remedies. Upon the occurrence and during the continuance of an Event of Default,
subject to the provisions of the Intercreditor Agreement:



          (a) The Trustee may exercise in respect of the Collateral, in addition to other rights and
remedies provided for herein, in the other Loan Documents, or otherwise available to it, all the
rights and remedies of a secured party upon a default under the PPSA. Without limiting the
generality of the foregoing, each Grantor expressly agrees that in any such event the Trustee,
without demand of performance or other demand, advertisement or notice of any kind (except a notice
specified below of time and place of public or private sale or as expressly required by the
Indenture) to or upon any of the Grantors or any other Person (all and each of which demands,
advertisements and notices are hereby expressly waived to the maximum extent permitted by the PPSA
and other Applicable Law), may take immediate possession of the Collateral and (i) require the
Grantors to, and each Grantor hereby agrees that it will at its own expense and upon request of the
Trustee forthwith, assemble all or part of the Collateral as directed by the Trustee and make it
available to the Trustee at one or more locations where such Grantor regularly maintains Inventory
and (ii) without notice except as specified below, sell the Collateral or any part thereof in one
or more parcels at public or private sale, at any of the Trustee’s offices or elsewhere, for cash,
on credit or for future delivery, and upon such other terms as the Trustee may deem commercially
reasonable. Each Grantor agrees that, to the extent notice of sale shall be required by law, at
least fifteen (15) days’ notice to any of the Grantors of the time and place of any public sale or
the time after which any private sale is to be made shall constitute reasonable notification and
specifically such notice shall constitute a reasonable “authenticated notification of disposition”
within the meaning of Section 9-611 of the Uniform



13









 







Commercial Code, as in effect from time to time in any applicable jurisdiction. The Trustee
shall not be obligated to make any sale of Collateral regardless of notice of sale having been
given. The Trustee may adjourn any public or private sale from time to time by announcement at the
time and place fixed therefor, and such sale may, without further notice, be made at the time and
place to which it was so adjourned.



          (b) The Trustee is hereby granted a license or other right to use, without liability for
royalties or any other charge, each Grantor’s labels, Patents, Copyrights, Designs, rights of use
of any name, trade secrets, trade names, Trademarks, service marks and advertising matter, URLs,
domain names, other industrial or intellectual property or any property of a similar nature,
whether owned by any of the Grantors or with respect to which any of the Grantors have rights under
license, sublicense or other agreements, as it pertains to the Collateral, in preparing for sale,
advertising for sale and selling any Collateral, and each Grantor’s rights under all licenses and
all franchise agreements shall inure to the benefit of the Trustee.



          (c) Any cash held by the Trustee as Collateral and all cash proceeds received by the Trustee
in respect of any sale of, collection from, or other realization upon all or any part of the
Collateral shall be applied in whole or in part by the Trustee against all or any amounts due under
the Secured Obligations in such order as may be set forth in the Indenture. Any surplus of such
cash or cash proceeds held by the Trustee and remaining after payment in full of all the Secured
Obligations shall be delivered to the Grantors.



          (d) Each Grantor hereby acknowledges that the Secured Obligations arose out of a commercial
transaction, and agrees that, if an Event of Default shall occur, the Trustee shall have the right
to an immediate writ of possession without notice of a hearing. The Trustee shall have the right
to the appointment of a receiver for the properties and assets of each of the Grantors, and each
Grantor hereby consents to such rights and such appointment and hereby waives any objection such
Grantors may have thereto or the right to have a bond or other security posted by the Trustee.



     17. Remedies Cumulative. Each right, power, and remedy of the Trustee as provided for
in this Agreement or in the other Note Documents or now or hereafter existing at law or in equity
or by statute or otherwise shall be cumulative and concurrent and shall be in addition to every
other right, power, or remedy provided for in this Agreement or in the other Note Documents or now
or hereafter existing at law or in equity or by statute or otherwise, and the exercise or beginning
of the exercise by the Trustee, of any one or more of such rights, powers or remedies shall not
preclude the simultaneous or later exercise by the Trustee of any or all such other rights, powers
or remedies.



     18. Marshalling. The Trustee shall not be required to marshal any present or future
collateral security (including, without limitation, the Collateral) for, or other assurances of
payment of, the Secured Obligations or any of them or to resort to such collateral security or
other assurances of payment in any particular order, and all of its rights and remedies hereunder
and in respect of such collateral security and other assurances of payment shall be cumulative and
in addition to all other rights and remedies, however existing or arising. To the extent that it
lawfully may, each Grantor hereby agrees that it will not invoke any law relating to the
marshalling of collateral which might cause delay in or impede the enforcement of the Trustee’s



14









 







rights and remedies under this Agreement or under any other instrument creating or evidencing
any of the Secured Obligations or under which any of the Secured Obligations is outstanding or by
which any of the Secured Obligations is secured or payment thereof is otherwise assured, and, to
the extent that it lawfully may, each Grantor hereby irrevocably waives the benefits of all such
laws.



     19. Indemnity and Expenses.



          (a) Each Grantor, jointly and severally, agrees to indemnify the Trustee, the Initial
Purchasers and the Noteholders from and against all claims, lawsuits and liabilities (including
reasonable attorneys’ fees) growing out of or resulting from this Agreement (including, without
limitation, enforcement of this Agreement) or any other Note Document to which such Grantor is a
party, except claims, losses or liabilities resulting from the gross negligence or willful
misconduct of the party seeking indemnification as determined by a final non-appealable order of a
court of competent jurisdiction. This provision shall survive the termination of this Agreement
and the Indenture and the repayment of the Secured Obligations.



          (b) The Grantors shall, upon demand, pay to the Trustee, jointly and severally, the amount of
any and all expenses, including, without limitation, the reasonable fees and expenses of its
counsel incurred and the fees and expenses of any experts and agents, which the Trustee may incur
in connection with (i) the administration of this Agreement, (ii) the custody, preservation, use or
operation of, or, upon an Event of Default, the sale of, collection from, or other realization
upon, any of the Collateral in accordance with this Agreement and the other Note Documents, (iii)
the exercise or enforcement of any of the rights of the Trustee hereunder or (iv) the failure by
any of the Grantors to perform or observe any of the provisions hereof.



     20. Merger, Amendments; Etc. THIS WRITTEN AGREEMENT, TOGETHER WITH THE OTHER NOTE
DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. No waiver of any provision of this Agreement, and
no consent to any departure by any of the Grantors herefrom, shall in any event be effective unless
the same shall be in writing and signed by the Trustee, and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which given. No amendment
of any provision of this Agreement shall be effective unless the same shall be in writing and
signed by the Trustee and each of the Grantors to which such amendment applies.



     21. Addresses for Notices. All notices and other communications provided for
hereunder shall be given in the form and manner and delivered to the Trustee at its address
specified in the Indenture, and to any of the Grantors at their respective addresses specified in
the Indenture, or, as to any party, at such other address as shall be designated by such party in a
written notice to the other party.



     22. Continuing Security Interest: Assignments under Indenture. This Agreement shall
create a continuing security interest in the Collateral and shall (a) remain in full force and
effect until the Secured Obligations have been paid in full in cash or otherwise satisfied to the



15









 







satisfaction of the Trustee, (b) be binding upon each of the Grantors, and their respective
successors and assigns, and (c) inure to the benefit of, and be enforceable by, the Trustee, and
its successors, transferees and assigns. Upon payment in full in cash, or other satisfaction to
the satisfaction of the Trustee, of the Secured Obligations, the security interest granted hereby
shall terminate and all rights to the Collateral shall immediately revert to the Grantors or any
other Person entitled thereto. At such time as the Secured Obligations have been paid in full in
cash or otherwise satisfied to the satisfaction of the Trustee, the Trustee will promptly authorize
the filing of appropriate termination statements to terminate the Security Interest. No transfer
or renewal, extension, assignment or termination of this Agreement, the Indenture, any other Note
Document or any other instrument or document executed and delivered by the Company or any of the
Grantors to the Trustee, nor the taking of further security, nor the retaking or re-delivery of the
Collateral to the Company and the Grantors, or any of them, by the Trustee, nor any other act of
the Noteholders, or any of them, shall release any of the Grantors from any obligation, except a
release or discharge executed in writing by the Trustee with respect to such obligation or payment
of such obligation or upon payment in full in cash, or other satisfaction to the satisfaction of
the Trustee, of the Secured Obligations. The Trustee shall not by any act, delay, omission or
otherwise, be deemed to have waived any of its rights or remedies hereunder, unless such waiver is
in writing and signed by the Trustee and then only to the extent therein set forth. A waiver by
the Trustee of any right or remedy on any occasion shall not be construed as a bar to the exercise
of any such right or remedy which the Trustee would otherwise have had on any other occasion. In
the event of any sale of Collateral permitted by Section 11.03 of the Indenture, or any other
permitted sale of all or any portion of the Collateral that may be permitted by the Trustee, the
Trustee will, promptly upon the written request of the appropriate Grantor, execute and deliver to
the relevant Grantor termination statements provided to the Trustee to terminate the Security
Interest in such Collateral.



     23. Governing Law. This Agreement shall be governed by and construed in accordance
with and governed by the laws of the Province of British Columbia and the federal laws of Canada
applicable therein and shall be treated in all respects as a British Columbia contract.



     24. New Subsidiaries. Pursuant to Section 4.20 of the Indenture, any new direct or
indirect Subsidiary (whether by acquisition, creation or designation) of the Company is required to
enter into this Agreement by executing and delivering in favor of the Trustee an instrument in the
form of Annex 1 attached hereto. Upon the execution and delivery of Annex 1 by
such new Subsidiary, such Subsidiary shall become a Grantor hereunder with the same force and
effect as if originally named as a Grantor herein. The execution and delivery of any instrument
adding an additional Grantor as a party to this Agreement shall not require the consent of any
Grantor hereunder. The rights and obligations of each Grantor hereunder shall remain in full force
and effect notwithstanding the addition of any new Grantor hereunder.



     25. Trustee. Each reference herein to any right granted to, benefit conferred upon or
power exercisable by the “Trustee” shall be a reference to Trustee for the benefit of the
Noteholders, and each action taken or right exercised hereunder shall be deemed to have been so
taken or exercised by Trustee for the benefit of the Noteholders.



16









 





     26. Statutory Waivers. To the fullest extent permitted by law, each Grantor waives all
of the rights, benefits and protection given by the provisions of any existing or future statute
which imposes limitations upon the rights, remedies or powers of the Administrative Agent or upon
the methods of realization of security, including any seize or sue or anti-deficiency statute or
any similar provisions if any other statute.



     27. Amalgamation. In the event of the amalgamation of any Grantor, this Agreement and
all other security delivered by such Grantor in connection with this Agreement shall be binding on
the amalgamated corporation and charge its present and after-acquired personal property secure the
present and future Secured Obligations of the amalgamated corporation, all as if the amalgamated
corporation had originally executed and delivered those documents; provided nothing in this section
shall be construed as a consent or a permission for any Grantor to amalgamate.



     28. Delivery of Copy/Waiver. Each grantor hereby acknowledges receiving a copy of this
Agreement. Each Grantor waives all rights to receive from the Trustee a copy of any financing
statement or financing change statement registered or verification statement issued at any time in
respect of this Agreement.



     29. Joint and Several Liability. If more than one person executes this Security
Agreement as Grantor, their obligations hereunder and the liability resulting therefrom shall be
joint and several.



     30. Miscellaneous.



          (a) This 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 Agreement or any other Loan 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.



          (b) Any provision of this Agreement which is prohibited or unenforceable shall be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions
hereof in that jurisdiction or affecting the validity or enforceability of such provision in any
other jurisdiction.



          (c) Headings used in this Agreement are for convenience only and shall not be used in
connection with the interpretation of any provision hereof.



          (d) The pronouns used herein shall include, when appropriate, either gender and both singular
and plural, and the grammatical construction of sentences shall conform thereto.



17









 





          (e) Notwithstanding anything herein to the contrary, (i) the liens and security interests
granted to the Trustee pursuant to this 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.



          (f) In connection with its appointment and acting hereunder, the Trustee is entitled to all
rights, privileges, protections, benefits and immunities provided to it under the Indenture.



[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]



18









 





     IN WITNESS WHEREOF, the undersigned parties hereto have executed this Agreement by and
through their duly authorized officers, as of the day and year first above written.



	 	 	 	 	 
	GRANTORS:       	SYSCON HOLDINGS LTD., a British Columbia company

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	SYSCON JUSTICE SYSTEMS CANADA LTD., a British Columbia company

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	APPALOOSA ACQUISITION COMPANY LTD., a British Columbia company

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	TRUSTEE:                	THE BANK OF NEW YORK TRUST
COMPANY, N.A., as Trustee

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



19









 






	 	 	 	 	 



SCHEDULE 1




COPYRIGHTS & DESIGNS




 









 








SCHEDULE 2




INTELLECTUAL PROPERTY LICENSES




 









 








SCHEDULE 3




PATENTS




 









 








SCHEDULE 4




TRADEMARKS




 









 








SCHEDULE 5




CHOSES IN ACTION




 









 








SCHEDULE 6




NAME; TRADE NAMES; CHIEF EXEXUTIVE OFFICE




 









 








SCHEDULE 7




LIST OF PPSA/UCC FILING JURISDICTIONS




Grantor                               Jurisdictions





 









 








Annex 1 to Security Agreement

Form of Supplement





     Supplement No.            (this “Supplement”) dated as of                               , 20     , to the
Security Agreement dated as of June           , 2007 (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”).



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,
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, the initial purchaser(s) party thereto (collectively, the “Initial
Purchasers”), 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, capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to such terms in the Security Agreement;



     WHEREAS, the Grantors have entered into the Security Agreement in order to induce the Trustee
to enter into the Indenture and continue to perform its duties thereunder; and



     WHEREAS, pursuant to Section 4.20 of the Indenture, new direct or indirect Subsidiaries of the
Company must execute and deliver certain Security Documents, including the Security Agreement, and
the execution of the Security Agreement by the undersigned new Grantor or Grantors (collectively,
the “New Grantors”) may be accomplished by the execution of this Supplement in favor of the
Trustee for the benefit of the Noteholders.



     NOW, THEREFORE, for and in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the New Grantor hereby
agrees as follows:



     1. In accordance with Section 24 of the Security Agreement, the New Grantor, by its
signature below, becomes a “Grantor” under the Security Agreement with the same force and effect as
if originally named therein as a “Grantor” and the New Grantor hereby (a) agrees to all of the
terms and provisions of the Security Agreement applicable to it as a “Grantor” thereunder and (b)
represents and warrants that the representations and warranties made by it as a “Grantor”
thereunder are true and correct on and as of the date hereof. In furtherance of the foregoing, the
New Grantor, as security for the payment and performance in full of the Secured Obligations, does
hereby grant, assign, and pledge to the Trustee, for the benefit of the Noteholders, a security
interest in and security title to all Collateral of the New Grantor to secure the full and prompt
payment of the Secured Obligations. Schedule 1, “Copyrights”, Schedule 2,
“Intellectual Property Licenses”, Schedule 3, “Patents”, Schedule 4, “Trademarks”,
Schedule 5, “Choses in Action ”, Schedule 6, “Name; Trade Names; Chief Executive
Office”, Schedule 8 “PPSA/UCC Filing Jurisdictions” attached hereto supplement



 









 





Schedule 1, Schedule 2, Schedule 3, Schedule 4, Schedule
5, Schedule 6, and Schedule 7, respectively, to the Security Agreement and
shall be deemed a part thereof for all purposes of the Security Agreement. Each reference to a
“Grantor” in the Security Agreement shall be deemed to include the New Grantor. The Security
Agreement is incorporated herein by reference.



     2. The New Grantor represents and warrants to the Trustee and the Noteholders that this
Supplement has been duly executed and delivered by the New Grantor and constitutes its legal, valid
and binding obligation, enforceable against it in accordance with its terms, except as
enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent
transfer, moratorium or other similar laws affecting creditors’ rights generally and general
principles of equity (regardless of whether such enforceability is considered in a proceeding at
law or in equity).



     3. This Supplement may be executed in multiple 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. Delivery of a counterpart hereof by facsimile transmission or by e-mail transmission
shall be as effective as delivery of a manually executed counterpart hereof.



     4. Except as expressly supplemented hereby, the Security Agreement shall remain in full force
and effect.



     5. This Supplement shall be construed in accordance with and governed by the laws of the
Province of British Columbia, without regard to the conflict of laws principles thereof.



     6. Notwithstanding anything herein to the contrary, (i) the liens and security interests
granted to the Trustee pursuant to this 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]



 









 





     IN WITNESS WHEREOF, the New Grantor and the Trustee have duly executed this Supplement to the
Security Agreement as of the day and year first above written.



	 	 	 	 	 
	NEW GRANTOR:       	[Name of New Grantor]

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	Address:  	 	 
	 
	 	  	
 	 
	 
	 	  	
 	 
	 
	 	  	
 	 
	 
	TRUSTEE:       	THE BANK OF NEW YORK TRUST COMPANY, N.A.

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



EXHIBIT A




AMENDED AND RESTATED COPYRIGHT SECURITY AGREEMENT





     This COPYRIGHT SECURITY AGREEMENT made as of September 9, 2004, as amended and restated as of
this ___ day of ____________, ___ (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”).



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,
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, the initial purchaser(s) party thereto (collectively, the “Initial
Purchasers”), 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 Purchasers to enter into the Purchase Agreements 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 June           , 2007 (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 Canadian or United States copyright registrations or applications
therefor after the date hereof. The Grantors hereby authorize the Trustee unilaterally to modify
this Agreement by amending Schedule I to include any future Canadian or 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
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.



	 	 	 	 	 
	 	 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	ACCEPTED AND ACKNOWLEDGED BY:



THE BANK OF NEW YORK TRUST COMPANY, N.A., as the Trustee

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 








SCHEDULE I

to

AMENDED AND RESTATED COPYRIGHT SECURITY AGREEMENT




Copyright Registrations




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Grantor	 	 	Country	 	 	 	Copyright	 	 	 	Registration No.	 	 	 	Registration Date	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 





Copyright Licenses




 









 








EXHIBIT B




AMENDED AND RESTATED TRADEMARK SECURITY AGREEMENT




     This TRADEMARK SECURITY AGREEMENT made as of September 9, 2004, as amended and restated as of
this            day of                               ,            (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,
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, the initial purchaser(s) party thereto (collectively, the “Initial
Purchasers”), 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 Purchasers to enter into the Purchase Agreements 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 June           , 2007 (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]



 









 





     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.



	 	 	 	 	 
	 	 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	ACCEPTED AND ACKNOWLEDGED BY:



THE BANK OF NEW YORK TRUST COMPANY, N.A., as the Trustee

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 








SCHEDULE I

to

AMENDED AND RESTATED TRADEMARK SECURITY AGREEMENT




Trademark Registrations/Applications




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	Application/	 	 	 	 
	 	Grantor	 	 	Country	 	 	Mark	 	 	Registration No.	 	 	App/Reg Date	 
	 	 

	 	 	 
	 	 	 
	 	 	 
	 	 	 	 
	 	 

	 	 	 
	 	 	 
	 	 	 
	 	 	 	 
	 	 

	 	 	 
	 	 	 
	 	 	 
	 	 	 	 
	 	 

	 	 	 
	 	 	 
	 	 	 
	 	 	 	 
	 	 

	 	 	 
	 	 	 
	 	 	 
	 	 	 	 
	 	 

	 	 	 
	 	 	 
	 	 	 
	 	 	 	 
	 	 

	 	 	 
	 	 	 
	 	 	 
	 	 	 	 
	 	 

	 	 	 
	 	 	 
	 	 	 
	 	 	 	 
	 





Trade Names




Trademark Licenses





 









 








EXHIBIT C




AMENDED AND RESTATED PATENT SECURITY AGREEMENT




     This PATENT SECURITY AGREEMENT made as of September 9, 2004, as amended and restated as of
this            day of                               ,            (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”).



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,
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, the initial purchaser(s) party thereto (collectively, the “Initial
Purchasers”), 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 Purchasers to enter into the Purchase Agreements 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 June           , 2007 (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 Patent 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 PATENT 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 “Patent Collateral”):



 









 





          (a) all of its Patents and Patent Intellectual Property Licenses to which it is a party
including those referred to on Schedule I hereto;



          (b) all reissues, continuations 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 Patent or any
Patent licensed under any Intellectual Property License.



     3. SECURITY AGREEMENT. The security interests granted pursuant to this Patent
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 Patent 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
patentable inventions or become entitled to the benefit of any patent application or patent for any
reissue, division, or continuation, of any patent, the provisions of this Patent Security Agreement
shall automatically apply thereto. The Grantors shall give prompt notice in writing to the Trustee
with respect to any such new patent rights. 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 patent rights of such Grantor.
Notwithstanding the foregoing, no failure to so modify this Patent 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 Patent 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 Patent 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 Patent 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]



 









 





     IN WITNESS WHEREOF, each Grantor has caused this Patent Security Agreement to be executed and
delivered by its duly authorized officer as of the date first set forth above.



	 	 	 	 	 
	 	 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	ACCEPTED AND ACKNOWLEDGED BY:



THE BANK OF NEW YORK TRUST COMPANY, N.A., as the Trustee

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 








SCHEDULE I




to




AMENDED AND RESTATED PATENT SECURITY AGREEMENT




Patent Registrations/ Applications




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	Application/	 	 	 	 
	 	Grantor	 	 	Country	 	 	Patent	 	 	Registration No.	 	 	App/Reg Date	 
	 	 

	 	 	 
	 	 	 
	 	 	 
	 	 	 	 
	 	 

	 	 	 
	 	 	 
	 	 	 
	 	 	 	 
	 	 

	 	 	 
	 	 	 
	 	 	 
	 	 	 	 
	 	 

	 	 	 
	 	 	 
	 	 	 
	 	 	 	 
	 	 

	 	 	 
	 	 	 
	 	 	 
	 	 	 	 
	 	 

	 	 	 
	 	 	 
	 	 	 
	 	 	 	 
	 	 

	 	 	 
	 	 	 
	 	 	 
	 	 	 	 
	 	 

	 	 	 
	 	 	 
	 	 	 
	 	 	 	 
	 





Patent Licenses