EX-4.18 Copyright Security Agreement, dated June 2



 





Exhibit
4.18



COPYRIGHT SECURITY AGREEMENT




     This COPYRIGHT SECURITY AGREEMENT made as of September 9, 2004, as amended and restated as of
this 29th day of June, 2007 (as it may be amended, supplemented or otherwise modified from
time to time, this “Copyright Security Agreement”), among the Grantors listed on the
signature pages hereof (the “Grantors”), and The Bank of New York Trust Company, N.A., in
its capacity as Trustee under the Indenture (as defined below) (the “Trustee”).



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 29, 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]




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     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.



	 	 	 	 	 
	 	SYSCON HOLDINGS LTD., a British Columbia company

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	SYSCON JUSTICE SYSTEMS CANADA LTD., a British Columbia company

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	APPALOOSA ACQUISITION COMPANY LTD., a British Columbia company

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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	 	ACCEPTED AND ACKNOWLEDGED BY:



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

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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SCHEDULE I

to

COPYRIGHT SECURITY AGREEMENT




Copyright Registrations




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Grantor	 	 	Country	 	 	 	Copyright	 	 	 	Registration No.	 	 	 	Registration Date	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 





Copyright Licenses





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