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AMENDED AND RESTATED CONSULTING SERVICES AGREEMENT

Consulting Services Agreement

AMENDED AND RESTATED CONSULTING SERVICES AGREEMENT You are currently viewing:
This Consulting Services Agreement involves

Evercom Systems, Inc | HIG Capital, LLC | T-NETIX, Inc

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Title: AMENDED AND RESTATED CONSULTING SERVICES AGREEMENT
Governing Law: New York     Date: 5/16/2005

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EXHIBIT 10.3

AMENDED AND RESTATED CONSULTING SERVICES AGREEMENT

This AMENDED AND RESTATED CONSULTING SERVICES AGREEMENT ("Agreement") is

made and entered into as of the 9th day of September, 2004, by and between

T-NETIX, Inc., a Delaware corporation ("T-NETIX"), Evercom Systems, Inc., a

Delaware corporation ("ESI", and together with T-NETIX, each a "Company" and

together the "Companies"), and H.I.G. Capital, LLC, a Delaware limited liability

company (the "Consultant"). This Agreement amends and restates in its entirety

that certain Consulting Services Agreement, dated as of March 3, 2004, by and

between T-NETIX and the Consultant.

1. Appointment of the Consultant. The Companies appoint the Consultant and

the Consultant accepts appointment on the terms and conditions provided in this

Agreement as a consultant to the business of each Company, their parent

companies and their subsidiaries, including any other entities hereafter formed

or acquired by either Company or any such parent or subsidiary to engage in any

business (collectively, the "Company Group").

2. Board of Directors Supervision. The activities of the Consultant to be

performed under this Agreement shall be subject to the supervision of the Board

of Directors of the each respective Company (each, a "Board") to the extent

required by applicable law or regulation and subject to reasonable policies not

inconsistent with the terms of this Agreement adopted by the respective Board

and in effect from time to time. Where not required by applicable law or

regulation, the Consultant shall not require the prior approval of either Board

to perform its duties under this Agreement.

3. Authority of the Consultant. Subject to any limitations imposed by

applicable law or regulation, the Consultant shall render management, consulting

and financial advisory services to the Company Group, which services shall

include advice and assistance concerning any and all aspects of the operations,

planning and financing of the Company Group as needed from time to time,

including conducting relations on behalf of the Company Group with accountants,

attorneys, bankers, financial advisors and other professionals. The Consultant

will also make periodic reports to the Companies with respect to the management

services provided hereunder and the value of the assets of the Company Group.

The Consultant will use its best efforts to cause its employees and agents to

provide the Company Group with the benefit of their special knowledge, skill and

business expertise to the extent relevant to the business and affairs of the

Company Group.

4. Reimbursement of Expenses; Independent Contractor. All obligations or

expenses incurred by the Consultant in the performance of its duties under this

Agreement shall be for the account of, on behalf of, and at the expense of the

Companies, on a joint and several basis. The Consultant shall not be obligated

to make any advance to or for the account of either Company or any other member

of the Company Group or to pay any sums, except out of funds held in accounts

maintained by either Company nor shall the Consultant be obligated to incur any

liability or obligation for the account of either Company or any other member of

the Company Group without assurance that the necessary funds for the discharge

of such liability or obligation will be provided. The Consultant shall be an

independent contractor, and nothing contained in this Agreement shall be deemed

or construed (i) to create a partnership or joint

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venture between either Company or any other member of the Company Group and the

Consultant, or (ii) to cause the Consultant to be responsible in any way for the

debts, liabilities or obligations of the Company Group or any other party, or

(iii) to constitute the Consultant or any of its employees as employees,

officers or agents of any member of the Company Group.

5. Other Activities of the Consultant; Investment Opportunities. Each

Company acknowledges and agrees that neither the Consultant nor any of the

Consultant's employees, officers, directors, affiliates or associates shall be

required to devote full time and business efforts to the duties of the

Consultant specified in this Agreement, but instead shall devote only so much of

such time and efforts as the Consultant reasonably deems necessary. Each Company

further acknowledges and agrees that the Consultant and its affiliates are

engaged in the business of investing in, acquiring and/or managing businesses

for the Consultant's own account, for the account of the Consultant's affiliates

and associates and for the account of other unaffiliated parties, and

understands that the Consultant plans to continue to be engaged in such

businesses (and other business or investment activities) during the term of this

Agreement. No aspect or element of such activities shall be deemed to be engaged

in for the benefit of the Company Group or any member thereof nor to constitute

a conflict of interest. Furthermore, notwithstanding anything herein to the

contrary, the Consultant shall be required to bring only such investments and/or

business opportunities to the attention of the Companies as the Consultant, in

its sole discretion, deems appropriate.

6. Compensation of the Consultant. In consideration of Consultant's

agreement to provide the management services described herein, the Companies

will pay, on a joint and several basis, to the Consultant the following fees:

(a) The Companies will pay, on a joint and several basis, to the

Consultant a yearly base cash consulting and management fee equal to $750,000

(the "Consulting Fee"), to be paid quarterly in arrears on each May 15, August

15, November 15 and February 15 of each year (commencing with the first such

payment on November 15, 2004). The payment by the Companies of the Consulting

Fee hereunder is subject to the applicable restrictions contained in the Credit

Agreement, dated as of September 9, 2004 (as amended, restated, supplemented or

otherwise modified from time to time, the "Credit Agreement"), by and among

Securus Technologies, Inc., a Delaware corporation (together with its successors

and assigns, the "Parent"), as borrower, each subsidiary of the Parent listed as

a Guarantor on the signature pages thereto, the financial institutions from time

to time party thereto (collectively, the "Lenders"), ING Capital LLC, as the

Issuing Lender, and ING Capital LLC, as the administrative agent (the

"Administrative Agent"). If any such restrictions prohibit the payment of any

installment of the Consulting Fee, such installment shall accrue and the

Companies shall make such installment payment as soon as it is permitted to do

so under such restrictions.

(b) Upon termination of this Agreement pursuant to Section 7(b) below, the

Companies will pay a fee of two percent (2%) of the Enterprise Value of the

Parent. As used herein, "Enterprise Value" means:

(i) with respect to the Parent's initial public offering, an amount

equal to the initial public offering price per share in such initial

public offering multiplied by the

-2-

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number of shares of the Parent outstanding on a fully diluted basis after

giving effect to such initial public offering; and

(ii) with respect to a termination described in Section 7(b)(ii)

below, the Total Value (as defined below).

(c) As used herein "Total Value" means the total cash and non-cash

consideration paid to any member of the Company Group or any shareholder thereof

in any transaction or a series of transactions described in Section 7(b)(ii)

below (each, a "Transaction"), including, without limitation, the amount of all

indebtedness for borrowed money of any member of the Company Group party to or

the subject of such Transaction, which is assumed, acquired, retired,

extinguished or defeased by the purchaser or acquiror, or with respect to any

entity acquired by the purchaser or acquiror, which otherwise remains

outstanding. The value of any non-cash consideration included in Total Value

shall be determined as follows:

(i) The value of stock and other securities that are Freely

Tradeable shall be the average closing market price of such stock or

securities for the five consecutive business days preceding the public

announcement of the definitive agreement to enter into a Transaction. For

purposes of the foregoing, a security shall be "Freely Tradeable" if such

security is listed on the New York Stock Exchange, American Stock

Exchan

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