TRADEMARK SECURITY AGREEMENT

 

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                                                                     Exhibit 4.7

 

                          TRADEMARK SECURITY AGREEMENT

 

     This TRADEMARK SECURITY AGREEMENT (this "Trademark Security Agreement") is

made this 9th day of September, 2004, among the Grantors listed on the signature

pages hereof (the "Grantors"), and Bank of New York Trust Company, N.A., 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

Trademark 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 TRADEMARK 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 "Trademark Collateral"):

 

          (a) all of its Trademarks and Trademark Intellectual Property Licenses

to which it is a party including those referred to on Schedule I hereto;

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          (b) all renewals of the foregoing;

 

          (c) all goodwill of the business connected with the use of, and

symbolized by, each Trademark and each Trademark Intellectual Property License;

and

 

          (d) all products and proceeds of the foregoing, including, without

limitation, any claim by the Grantor against third parties for past, present or

future (i) infringement or dilution of any Trademark or any Trademark licensed

under any Intellectual Property License or (ii) injury to the goodwill

associated with any Trademark or any Trademark licensed under any Intellectual

Property License.

 

     3. SECURITY AGREEMENT. The security interests granted pursuant to this

Trademark 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

Trademark 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. If any Grantor shall obtain rights to any

new trademarks, the provisions of this Trademark Security Agreement shall

automatically apply thereto. The Grantors shall give prompt notice in writing to

the Trustee with respect to any such new trademarks or renewal or extension of

any trademark registration. Without limiting the Grantors' obligations under

this Section 4, the Grantors hereby authorize the Trustee unilaterally to modify

this Trademark Security Agreement by amending Schedule I to include any such new

trademark rights of such Grantor. Notwithstanding the foregoing, no failure to

so modify this Trademark 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 Trademark 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 Trademark 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 Trademark 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

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the event of any conflict between the terms of the Intercreditor Agreement and

the terms of this Trademark Security Agreement, the terms of the Intercreditor

Agreement shall govern.

 

                            [SIGNATURE PAGE FOLLOWS]

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     IN WITNESS WHEREOF, each Grantor has caused this Trademark Security

Agreement to be executed and delivered by its duly authorized officer as of the

date first set forth above.

 

GRANTORS:                               SECURUS TECHNOLOGIES, INC.,

                                        a Delaware corporation

 

 

                                        By: /s/ Lewis Schoenwettek

                                            ------------------------------------

                                            Name: Lewis Schoenwettek

                                            Title: Vice President

 

 

                                        T-NETIX, INC.,

                                        a Delaware corporation

 

 

                                        By: /s/ Lewis Schoenwettek

                                            ------------------------------------

                                            Name: Lewis Schoenwettek

                                            Title: Vice President

 

 

                                        TELEQUIP LABS, INC.,

                                        a Nevada corporation

 

 

                                        By: /s/ Lewis Schoenwettek

                                            ------------------------------------

                                            Name: Lewis Schoenwettek

                                            Title: Vice President

 

 

                                        T-NETIX TELECOMMUNICATIONS

                                        SERVICES, INC., a Texas corporation

 

 

                                        By: /s/ Lewis Schoenwettek

                                            ------------------------------------

                                            Name: Lewis Schoenwettek

                                            Title: Vice President

 

 

                                        SPEAKEZ, INC., a Colorado corporation

 

 

                                        By: /s/ Lewis Schoenwettek

                                            ------------------------------------

                                            Name: Lewis Schoenwettek

                                            Title: Vice President

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