Exhibit 4.10.1
FIRST AMENDMENT TO SUBORDINATION AND INTERCREDITOR
AGREEMENT
This FIRST AMENDMENT TO SUBORDINATION
AND INTERCREDITOR AGREEMENT (this “ Amendment ”)
is dated as of June 29, 2007, and is entered into among
LAMINAR DIRECT CAPITAL, L.P., a Delaware limited partnership
(“ Laminar ”, and, together with any other
Person that becomes a party to the Subordination Agreement (as
defined below) as a “Subordinated Creditor” pursuant to
a Subordinated Creditor Supplement (as defined in the Subordination
Agreement), each, a “ Subordinated Creditor ”,
and collectively, “ Subordinated Creditors ”),
SECURUS TECHNOLOGIES, INC., a Delaware corporation (“
Company ”), the Subsidiaries of Company party hereto
(collectively, “ Subsidiary Guarantors ” and,
together with Company, collectively, “ Debtors
”) and ING CAPITAL LLC, as Agent for all Senior Creditors (as
defined in the Subordination Agreement) party to the Senior Credit
Agreement (as defined below) (“ Agent ”).
RECITALS :
WHEREAS, Debtors, Agent and the other
Senior Creditors have entered into a Credit Agreement dated as of
September 9, 2004 (as the same may be amended, restated,
supplemented or otherwise modified from time to time, the “
Senior Credit Agreement ”);
WHEREAS, as an inducement and one of
the conditions precedent to the agreement of Agent and the other
Senior Creditors to consummate the transactions contemplated by the
Senior Credit Agreement, Agent and the other Senior Creditors
required the Debtors and the Subordinated Creditors to execute and
deliver that certain Subordination and Intercreditor Agreement
dated as of September 9, 2004 (as amended from time to time, the
“ Subordination Agreement ”; capitalized terms
used herein and not otherwise defined shall have the meaning
ascribed to such terms in the Subordination Agreement);
WHEREAS, Debtors, Agent and the other
Senior Creditors have agreed to amend the Senior Credit Agreement
pursuant to that Consent and Third Amendment to Credit Agreement
dated as of even date herewith (the “ Third Amendment
”); and
WHEREAS, in connection with the
execution and delivery of the Third Amendment, Debtors,
Subordinated Creditors, Debtors, and Agent, on behalf of the Senior
Creditors, have agreed to amend the Subordination Agreement on the
terms and conditions set forth herein;
NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
SECTION 1. AMENDMENTS TO
THE SUBORDINATION AGREEMENT
1.1. Section 2.3 of the
Subordination Agreement, Subordinated Debt Payment
Restrictions , is hereby modified and amended by deleting
subsection (a) thereof in its entirety and by inserting the
following in lieu thereof:
(a) Notwithstanding the terms of the
Subordinated Debt Documents, each Debtor hereby agrees that it may
not make, and each Subordinated Creditor hereby agrees that it will
not accept, any Distribution with respect to the Subordinated Debt
until all Senior Debt is indefeasibly paid in full in cash to the
satisfaction of Senior Creditors and all commitments to lend under
the senior Debt Documents shall have been terminated;
provided , however , that Company may make, and each
Subordinated Creditor may accept, (i) PIK Subordinated Debt
Payments, (ii) so long as no Senior Default exists or would be
caused thereby and Distributable Cash Flow is available therefor,
cash payments of interest on the Subordinated Debt due and payable
on a non-accelerated basis in accordance with the terms of the
Subordinated Debt Documents, and (iii) to the extent any
Holders (as defined in the Indenture, as defined in the Senior
Credit Agreement) have not elected to have their Securities (as
defined in the Indenture, as defined in the Senior Credit
Agreement) redeemed pursuant to an Excess Cashflow Offer (as
defined in the Indenture, as defined in the Senior Credit
Agreement) as permitte
