Exhibit 10.1(d)


 


ACKNOWLEDGMENT
OF


INTELLECTUAL
PROPERTY COLLATERAL LIEN


 


This Acknowledgment of Intellectual Property
Collateral Lien (this “Acknowledgment”) is dated as of November 14,
2005, by each of Evolving Systems, Inc., a Delaware corporation (“ESI”), Telecom Software Enterprises, LLC, a Colorado limited
liability company (“TSE”) and
Evolving Systems Holdings, Inc. (“ESH,” and
together with ESI and TSE, individually and collectively, the “Grantor”), in favor of CapitalSource Finance LLC, a Delaware limited
liability company, as Agent for the Lenders (as defined below) under the Loan
Agreements (as defined below) (in such capacities, “Secured
Party”).


 


W I T N E S S E T H:


 


WHEREAS, pursuant to (i) that certain Credit
Agreement (as the same exists and may be amended, restated, supplemented,
extended, renewed, replaced or otherwise modified from time to time, the “US Loan Agreement”), dated as of the date hereof, among
Grantor, the other Credit Parties named therein, Secured Party and the Lenders named therein (the “US Lenders”) and (ii) that certain Revolving Facility
Agreement (as the same exists and may be amended, restated, supplemented,
extended, renewed, replaced or otherwise modified from time to time, the “UK Loan Agreement,” and together with the US Loan Agreement,
the “Loan Agreements”), dated
as of the date hereof, among Evolving Systems Ltd., Evolving Systems Holdings
Ltd, the other Credit Parties named therein, Secured Party, as Agent, and the Lenders named
therein (the “UK Lenders,” and together with the
US Lenders, the “Lenders”), the Lenders have agreed
to provide loans to each of the Borrowers under the Loan Agreements; and


 


WHEREAS, pursuant to the terms of the Security
Agreement (as defined in the Loan Agreement), Grantor granted to Secured Party,
for itself and the benefit of the Lenders, certain liens on the Collateral to
secure its Obligations (as defined in the Security Agreement) under the Loan
Agreement and the Guaranty (as defined in the Security Agreement); and


 


WHEREAS, pursuant to the terms of the Security
Agreement, Grantor is required to execute and deliver this Acknowledgment in
favor of Secured Party, for itself and the benefit of the Lenders;


 


NOW, THEREFORE, in consideration of the premises and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and to induce Secured Party and Lenders to enter into the
Loan Documents and to make the loans thereunder, Grantor hereby agrees with
Secured Party as follows:


 


Section 1.              Defined Terms. 
Capitalized terms used herein and not otherwise defined shall have the
meanings assigned to such terms in the Security Agreement or, to the extent the
same are used or defined therein, the meanings provided in Article 9 of
the UCC in effect on the date hereof. 
Whenever the context so requires, each reference to gender includes the
masculine and feminine, the singular number includes the plural and vice
versa.  This Acknowledgment shall mean
such agreement as the same now exists or may hereafter be amended, modified,
supplemented, extended, renewed, restated or replaced, from time to time.  Unless otherwise specified, all accounting
terms not defined in the Loan Documents shall have the meanings given to such
terms in and shall be interpreted in accordance with GAAP.


 





















 


References in this
Acknowledgment to any Person shall include such Person and its successors and
permitted assigns.


 


Section 2.              Reaffirmation of Grant of
Security Interest in Intellectual Property Collateral. 
Grantor, as collateral security for the full, prompt and complete
payment and performance when due (whether at stated maturity, by acceleration
or otherwise) of the Obligations of Grantor, hereby reaffirms its grant to
Secured Party, for itself and the benefit of the Lenders, of a first priority
security interest in the Collateral, and further collaterally assigns, conveys,
mortgages, pledges, hypothecates and transfers to Secured Party, for itself and
the benefit of the Lenders, and grants to Secured Party, for itself and the
benefit of the Lenders, a lien on and security interest in all of its right,
title and interest in, to and under the following Collateral of Grantor (herein
referred to as “Intellectual
Property Collateral”):


 


(a)           all of its owned Trademarks and any
Trademark Licenses to which it is a party, including those referred to on Schedule I
hereto;


 


(i)            all renewals, reissues, continuations or extensions of
the foregoing;


 


(ii)           all goodwill of the business connected with the use
of, and symbolized by, each Trademark and each Trademark License;


 


(iii)          all Proceeds of the foregoing, including any claim by
Grantor against third parties for past, present, future (i) infringement
or dilution of any Trademark or Trademark licensed under any Trademark License
or (ii) injury to the goodwill associated with any Trademark or any
Trademark licensed under any Trademark License;


 


(b)           all
of its Copyrights and any Copyright Licenses to which it is a party, including
those referred to on Schedule II
hereto;


 


(i)            all
renewals, reissues, continuations or extensions of the foregoing; and


 


(ii)           all
Proceeds of the foregoing, including any claim by Grantor against third parties
for past, present, future infringement or dilution of any Copyright or
Copyright licensed under any Copyright License; and


 


(c)           all
of its Patents and any Patent Licenses to which it is a party, including those
referred to on Schedule III
hereto;


 


(i)            all
renewals, reissues, continuations or extensions of the foregoing; and


 


(ii)           all
Proceeds of the foregoing, including any claim by Grantor against third parties
for past, present or future infringement or dilution of any Patent or any
Patent licensed under any Patent License.


 


Section 3.              Acknowledgment. 
The security interests reaffirmed herein are granted in conjunction with
the security interest granted to Secured Party, for itself and the benefit of
the Lenders, pursuant to the Security Agreement and Grantor hereby acknowledges
and affirms that the rights and remedies of Secured Party and Lenders with
respect to the security interest in the Intellectual Property 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


 


2





















 


as if fully set forth
herein.  To the extent that there is any
conflict or inconsistency between this Acknowledgment and the Security
Agreement, the terms and conditions of the Security Agreement shall govern.


 


IN WITNESS WHEREOF, Grantor has caused this Acknowledgment
of Intellectual Property Collateral Lien to be executed and delivered by its
duly authorized offer as of the date first set forth above.


 


 


	
  EVOLVING SYSTEMS, INC., as a Grantor

  
	
   

  
	
   

  
	
  By:

  	
  /s/Brian R. Ervine

  	
   

  
	
  Name: Brian R. Ervine

  
	
  Title: Executive Vice President, Chief Financial and Administrative
  Officer

  
	
   

  
	
  TELECOM SOFTWARE ENTERPRISES, LLC, as a Grantor

  
	
   

  
	
  By:

  	
  /s/Brian R. Ervine

  	
   

  
	
  Name: Brian R. Ervine

  
	
  Title: Executive Vice President, Chief Financial and Administrative
  Offic

  
	
   

  
	
  EVOLVING SYSTEMS HOLDINGS, INC., as a Grantor

  
	
   

  
	
   

  
	
  By:

  	
  /s/Brian R. Ervine

  	
   

  
	
  Name: Brian R. Ervine

  
	
  Title: Executive Vice President, Chief Financial and Administrative
  Offic

  
	
   

  
	
   

  
	
  Accepted and Agreed:

  
	
   

  
	
  CAPITALSOURCE FINANCE LLC, as Secured Party

  
	
   

  
	
   

  
	
  By:

  	
  /s/Steven A. Museles

  	
   

  
	
   

  	
  Name: Steven A. Museles

  
	
   

  	
  Title: Senior Vice President

  
					



 


3





















 


SCHEDULE I

to

ACKNOWLEDGMENT OF INTELLECTUAL PROPERTY LIEN

TRADEMARK REGISTRATIONS


 


A.            REGISTERED TRADEMARKS


 


Including Mark Reg. No. and Date


 


	
  Type of

  Trademark

  	
   

  	
  Jurisdiction

  	
   

  	
  Number

  	
   

  	
  Holder

  	
   

  	
  Date

  Granted

  	
   

  	
  Description

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Service Mark

  	
   

  	
  United States

  	
   

  	
  2,197,486

  	
   

  	
  Evolving Systems, Inc.

  	
   

  	
  Oct. 20, 1998

  	
   

  	
  Evolving Systems

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Trademark

  	
   

  	
  United States

  	
   

  	
  2,355,550

  	
   

  	
  Evolving Systems, Inc.

  	
   

  	
  June 6, 2000

  	
   

  	
  Evolving Systems

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Trademark

  	
   

  	
  United States

  	
   

  	
  2,357,983

  	
   

  	
  Evolving Systems, Inc.

  	
   

  	
  June 13, 2000

  	
   

  	
  Evolving Systems Logo (design)


  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Trademark

  	
   

  	
  United States

  	
   

  	
  2,196,447

  	
   

  	
  Evolving Systems, Inc.

  	
   

  	
  Oct. 13, 1998

  	
   

  	
  OrderPath

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Trademark

  	
   

  	
  United States

  	
   

  	
  2,510,765

  	
   

  	
  Evolving Systems, Inc.

  	
   

  	
  Nov. 20, 2001

  	
   

  	
  NumberManager

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Trademark

  	
   

  	
  United States

  	
   

  	
  2,673,290

  	
   

  	
  Evolving Systems, Inc.

  	
   

  	
  Jan. 7, 2003

  	
   

  	
  NumeriTrack

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Trademark and Service
  Mark

  	
   

  	
  United States

  	
   

  	
  2,388,101

  	
   

  	
  Evolving Systems, Inc.

  	
   

  	
  Sept. 19, 2000

  	
   

  	
  What the World of
  Telecom is Coming to

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Trademark Supplemental Register

  	
   

  	
  United States

  	
   

  	
  1,836,474

  	
   

  	
  Evolving Systems, Inc.

  	
   

  	
  May 10, 1994

  	
   

  	
  Evolving Systems

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Trademark

  	
   

  	
  United States

  	
   

  	
  2,930,141

  	
   

  	
  Evolving Systems, Inc.

  	
   

  	
  March 8, 2005

  	
   

  	
  ServiceXpress

  



 


4





















 


	
  Trademark

  	
   

  	
  Canada

  	
   

  	
  TMA0530757

  	
   

  	
  Evolving Systems, Inc.

  	
   

  	
  Aug. 3, 2000

  	
   

  	
  EVOLVING SYSTEMS and Design

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Trademark

  	
   

  	
  Canada

  	
   

  	
  TMA0530911

  	
   

  	
  Evolving Systems, Inc.

  	
   

  	
  Aug. 9, 2000

  	
   

  	
  EVOLVING SYSTEMS

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Trademark

  	
   

  	
  Canada

  	
   

  	
  TMA0530826

  	
   

  	
  Evolving Systems, Inc.

  	
   

  	
  Aug. 8, 2000

  	
   

  	
  NODEMASTER

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Trademark

  	
   

  	
  Canada

  	
   

  	
  TMA0530777

  	
   

  	
  Evolving Systems, Inc.

  	
   

  	
  Aug. 7, 2000

  	
   

  	
  NUMBERMANAGER

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Trademark

  	
   

  	
  Canada

  	
   

  	
  TMA0530912

  	
   

  	
  Evolving Systems, Inc.

  	
   

  	
  Aug. 9, 2000

  	
   

  	
  ORDERPATH

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Trademark

  	
   

  	
  Canada

  	
   

  	
  TMA0530778

  	
   

  	
  Evolving Systems, Inc.

  	
   

  	
  Aug. 7, 2000

  	
   

  	
  WHAT THE WORLD OF TELECOM
  IS COMING TO

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Trademark

  	
   

  	
  European Community

  	
   

  	
  2350692

  	
   

  	
  Evolving Systems, Inc.

  	
   

  	
  Sept. 16, 2002

  	
   

  	
  OmniPresence Server

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Trademark

  	
   

  	
  State of Colorado

  	
   

  	
  19991083946

  	
   

  	
  Telecom Software
  Enterprises, LLC

  	
   

  	
  May 3, 1999

  	
   

  	
  ServiceLink

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Trademark

  	
   

  	
  State of Colorado

  	
   

  	
  19991083945

  	
   

  	
  Telecom Software Enterprises,
  LLC

  	
   

  	
  May 3, 1999

  	
   

  	
  LNP WebLink

  



 


B.            TRADEMARK APPLICATIONS


 


None


 


C.            TRADEMARK LICENSES


 


None.


 


D.            LIST
OF URLS/DOMAIN NAMES:


 


evolving.com


evolvinglearning.com


telecomse.com


 


5





















 


SCHEDULE II

to

ACKNOWLEDGMENT OF INTELLECTUAL PROPERTY LIEN

COPYRIGHT REGISTRATIONS


 


A.            REGISTERED COPYRIGHTS


 


Including Copyright Reg. No. and Date


 


None.


 


B.            COPYRIGHT APPLICATIONS


 


None.


 


C.            COPYRIGHT LICENSES


 


Including Name of Agreement, Parties and Date of Agreement


 


None.


 


6





















 


SCHEDULE III

to

ACKNOWLEDGMENT OF INTELLECTUAL PROPERTY LIEN

PATENT REGISTRATIONS


 


A.            REGISTERED PATENTS


 


	
  County

  	
   

  	
  Holder

  	
   

  	
  Name

  	
   

  	
  Registration

  Number

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  United
  States

  	
   

  	
  Evolving
  Systems, Inc.

  	
   

  	
  Systems
  and Method for Providing Network Element Management Functionality for
  Managing and Provisioning Network Elements Associated with Number Portability

  	
   

  	
  6,122,362

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  United
  States

  	
   

  	
  Evolving
  Systems, Inc.

  	
   

  	
  Systems
  and Methods for Providing Order and Service Mediation for Telecommunications
  Systems

  	
   

  	
  6,169,793
  B1

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  United
  States

  	
   

  	
  Evolving
  Systems, Inc.

  	
   

  	
  Apparatus
  and Method for Extracting Presence, Location and Availability Data from a
  Communication Device Deployed in a Network

  	
   

  	
  6,662,015
  B2

  	
   

  



 


B.            PATENT LICENSES


 


None.


 


7





















 


SCHEDULE III

to

ACKNOWLEDGMENT OF INTELLECTUAL PROPERTY LIEN

PATENT REGISTRATIONS


 


A.            PATENT APPLICATIONS


 


	
  County

  	
   

  	
  Applicant

  	
   

  	
  Name

  	
   

  	
  Application

  Number

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  United States

  	
   

  	
  Evolving Systems, Inc.

  	
   

  	
  Presence, Location and Availability
  Communication System and Method

  	
   

  	
  10/144,107

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  United States

  	
   

  	
  Evolving Systems, Inc.

  	
   

  	
  Test Harness for Enterprise Application
  Integration Environment

  	
   

  	
  10/665,076

  



 


8