COPYRIGHT SECURITY AGREEMENT

 

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                                                                     Exhibit 4.6

 

                                                               EXECUTION VERSION

 

                          COPYRIGHT SECURITY AGREEMENT

 

     This COPYRIGHT SECURITY AGREEMENT (this "Copyright Security Agreement") is

made this 9th day of September, 2004, 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").

 

                                   WITNESSETH:

 

     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) the Purchase Agreement

dated as of August 18, 2004 (the "Purchase Agreement"), among the Company, the

Guarantors, Credit Suisse First Boston LLC and Morgan Stanley & Co. Incorporated

(the "Initial Purchasers"), the Company is issuing $154,000,000 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, in order to induce the Initial Purchasers to enter into the

Purchase Agreement 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 September 9, 2004 (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;

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          (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 United States copyright registrations or

applications therefor after the date hereof. The Grantors hereby authorize the

Trustee unilaterally to modify this Copyright Security Agreement by amending

Schedule I to include any future 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