EX-4.8.1 Supplement to Amended Restated Pledge Agr



 





Exhibit 4.8.1





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 the signature pages thereto and those additional entities that
thereafter become parties thereto (each a “Pledgor” and collectively, (the
“Pledgors”) and THE BANK OF NEW YORK TRUST COMPANY, N.A., in its capacity as
trustee under the Indenture (as defined below) (the “Trustee”).



WITNESSETH:




     WHEREAS, pursuant to (a) that certain Indenture dated as of September 9, 2004 as amended 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;



     WHEREAS, capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to such terms in the Pledge Agreement, and if not defined therein, in the
Indenture; and



     WHEREAS, the Pledgors have entered into the Pledge Agreement in order to induce the Initial
Purchasers to purchase the Notes and to induce the Trustee to enter into the Indenture and continue
to perform its duties thereunder; and



     WHEREAS, pursuant to, and except as otherwise provided in, Section 4.20 of the
Indenture, new direct or indirect Subsidiaries of the Company (if such new Subsidiary owns Equity
Interests in another Subsidiary) and any existing Subsidiary that owns any Equity Interests in such
new Subsidiary if such existing Subsidiary is not currently a party to the Pledge Agreement), must
execute and deliver certain Security Documents, including the Pledge Agreement to provide to the
Trustee a supplement to the Pledge Agreement, and such other security documents requested by the
Trustee in its discretion and the execution of the Pledge Agreement by the undersigned new Pledgor
or Pledgors (collectively, the “New Pledgor”) 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 Pledgor hereby
agrees as follows:



     SECTION 1. In accordance with Section 17 of the Pledge Agreement, the New Pledgor, by
its signature below, becomes a ‘Pledgor’ under the Pledge Agreement with the same force and effect
as if originally named therein as a ‘Pledgor’ and the New Pledgor hereby (a) agrees to all



 









 




of the terms and provisions of the Pledge Agreement applicable to it as a ‘Pledgor’ thereunder and
(b) represents and warrants that the representations and warranties made by it as a ‘Pledgor’
thereunder are true and correct on and as of the date hereof. In furtherance of the foregoing, the
New Pledgor, as security for the full and prompt payment and performance of the Secured Obligations
now or hereafter existing and all obligations of such New Pledgor pursuant to this Agreement, the
Indenture and the other Noteholder Documents (as defined in the Intercreditor Agreement) to which
such New Pledgor is a party, does hereby grant and assign to the Trustee, for the benefit of the
Noteholders, a continuing security interest in and security title to all Equity Interests or other
securities of such Pledgor, regardless of class or designation, and all warrants, options, purchase
rights, conversion or exchange rights, voting rights, calls or claims of any character with respect
thereto (hereafter collectively referred to as “Pledged Interests”) of any Subsidiary of
the New Pledgor listed on Exhibit A attached hereto and any Pledged Collateral of any
Subsidiary of the New Pledgor obtained in the future. Concurrently with the delivery hereof, the
New Pledgor shall, subject to the provisions of the Intercreditor Agreement, deliver to and deposit
with the Trustee all certificates representing any of the Pledged Collateral, to the extent such
Pledged Interests are represented by certificates, together with undated powers endorsed in blank
by the New Pledgor, and, to the extent any of the Pledged Collateral shall not be represented by
certificates, the New Pledgor hereby authorizes the Trustee to file Uniform Commercial Code
financing statements in order to perfect the security interest granted to the Trustee under the
Pledge Agreement in such Pledged Collateral. Exhibit A, “Pledged Interests,” attached
hereto supplements Schedule 1 to the Pledge Agreement and shall be deemed a part thereof
for all purposes of the Pledge Agreement. Each reference to a ‘Pledgor’ in the Pledge Agreement
shall be deemed to include the New Pledgor. The Pledge Agreement is incorporated herein by
reference.




     SECTION 2. The New Pledgor represents and warrants to the Trustee and the Noteholders that
this Supplement has been duly executed and delivered by the New Pledgor 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).



     SECTION 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.



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



     SECTION 5. This Supplement is intended to take effect as a sealed instrument and shall be
construed in accordance with and governed by the laws of the State of New York, without regard to
the conflict of laws principles thereof, except to the extent that the validity or perfection of
the security interest hereunder, or remedies hereunder, in respect of any particular Collateral are
governed by the laws of a jurisdiction other than the State of New York.




2









 








     IN WITNESS WHEREOF, the New Pledgor has duly executed this Supplement to the Pledge Agreement
as of the day and year first above written.



	 	 	 	 	 
	 	SYSCON JUSTICE SYSTEMS, INC., a California corporation

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	MODELING SOLUTIONS LLC, a
Nevada limited liability company

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	Title:  	Name: 	 
	 



	 	 	 	 	 
	 	THE BANK OF NEW YORK TRUST

COMPANY, N.A., as Trustee

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



3









 





EXHIBIT A




ADDITIONAL PLEDGED INTERESTS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	Name of Pledged	 	 	Number of Pledged	 	 	Class of Pledged	 	 	Percentage of Class	 	 	 	 
	 	Name of Pledgor	 	 	Company	 	 	Shares/Units	 	 	Interests	 	 	Owned	 	 	Certificate Nos.	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 






4