EXHIBIT 4.2
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FIRST SUPPLEMENTAL INDENTURE
Dated as of October ___, 1996
between
FRANKLIN RESOURCES, INC.
and
THE CHASE MANHATTAN BANK,
as Trustee
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FIRST SUPPLEMENTAL INDENTURE
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THIS FIRST SUPPLEMENTAL INDENTURE, dated as of October ___, 1996
(this "Supplement"), by and between FRANKLIN RESOURCES, INC., a
Delaware corporation having its principal executive offices located at
777 Mariners Island
Blvd., San Mateo, California 94404 (the "Company"), and THE CHASE
MANHATTAN BANK (formerly known as Chemical Bank), a banking
corporation organized under the laws of the State of New York having
its Corporate Trust Office located at 450 West 33rd Street, New York,
New York 10001, as trustee (the "Trustee"), is to that certain
indenture, dated as of May 19, 1994 (the "Indenture"), between the
Company and the Trustee. Capitalized terms used and not otherwise
defined in this Supplement shall have the meanings ascribed thereto in
the Indenture.
R E C I T A L S
- - - - - - - -
WHEREAS, the Company desires to add Franklin Mutual Advisers,
Inc. (formerly Elmore Securities Corporation), a Delaware corporation
("FMA"), as a Material Subsidiary of the Company under the Indenture,
subject to, and effective upon, the consummation, if any, by FMA of
the acquisition of certain assets of Heine Securities Corporation
pursuant to that certain Agreement to Merge the Businesses of Heine
Securities Corporation, Elmore Securities Corporation and Franklin
Resources, Inc., dated as of June 25, 1996, as amended.
NOW, THEREFORE, THIS SUPPLEMENT WITNESSETH:
1. The definition of "Material Subsidiary" in Section 101 of
the Indenture is hereby amended and restated in its entirety as
follows:
" "Material Subsidiary" means (a) Franklin Advisers, Inc., a
California corporation, (b) Franklin/Templeton Distributors,
Inc., a New York corporation, (c) Franklin/Templeton Investor
Services, Inc., a California corporation, (d) Templeton Global
Advisers Limited (formerly Templeton, Galbraith & Hansberger,
Ltd.), a Bahamas corporation, (e) Templeton Investment Counsel,
Inc., a Florida corporation, (f) Franklin Mutual Advisers, Inc.
(formerly Elmore Securities Corporation), a Delaware corporation
("FMA"), subject to, and effective upon, the consummation, if
any, by FMA of the acquisition of certain assets of Heine
Securities Corporation pursuant to that certain Agreement to
Merge the Businesses of Heine Securities Corporation, Elmore
Securities Corporation and
Franklin Resources, Inc., dated as of June 25, 1996, as amended,
(g) any other Subsidiary which owns, directly or indirectly, any
of the capital stock of any corporation listed in (a) through (f)
above or any successor entity and (h) any other Subsidiary with
which any corporation listed in (a) through (f) above or any
successor entity is merged or consolidated or which acquires or
succeeds to a significant portion of the business, properties or
assets of any corporation listed in (a) through (f) above or any
successor entity."
2. Subparagraph (2) of Section 501 of the Indenture is hereby
amended and restated in its entirety as follows:
" (2) default in the payment of the principal of or any
premium on any Security of such series when it becomes due and
payable at its Maturity; or".
3. Subparagraphs (1) and (2) of Section 801 of the Indenture
are hereby amended and restated in their entirety as follows:
" (1) in case the Company shall consolidate with or merge
into another Person or convey, transfer or lease its properties
and assets as an entirety or substantially as an entirety to any
Person, the entity formed by such consolidation or into which the
Company is merged or the Person which acquires by conveyance or
transfer, or which leases, the properties and assets of the
Company as an entirety or substantially as an entirety shall be a
Corporation organized and existing under the laws of the United
States of America, any state thereof or the District of Columbia
and shall expressly assume, by an indenture (or indentures, if at
such time there is more than one Trustee) supplemental hereto,
executed by the successor Person and delivered to the Trustee, in
form satisfactory to the Trustee, the due and punctual payment of
the principal of, any premium and interest on and any Additional
Amounts with respect to, all the Securities and the performance
of every other covenant of this Indenture on the part of the
Company to be performed or observed;
(2) immediately after giving effect to such transaction, no
Event of Default or event which, after notice or lapse of time,
would become an Event of Default, shall have occurred and be
continuing; and".
4. Section 802 of the Indenture is hereby amended and restated
in its entirety as follows:
" Upon any consolidation or merger or any conveyance, transfer
or lease of the properties and assets of the Company as an
entirety or substantially as an entirety to any Person in
accordance with Section 801, the successor Person formed by such
consolidation or into which the Company is merged or to which
such conveyance, transfer or lease is made shall succeed to, and
be substituted for, and may exercise every right and power of,
the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein; and
thereafter, except in the case of a lease to another Person, the
predecessor Person shall be released from all obligations and
covenants under this Indenture, the Securities and the Coupons."
5. Nothing contained in this Supplement shall be deemed or
construed to relieve the Company or the Trustee of any of their
respective obligations under the Indenture as in effect immediately
prior to the effectiveness of this Supplement, or to impair any rights
or obligations of the Company or the Trustee under the Indenture in
any way, and, except as expressly amended by Sections 1, 2, 3 and 4
above, the Indenture shall remain and continue in full force and
effect and the Company and the Trustee hereby confirm all of the terms
and provisions of the Indenture, as amended by this Supplement.
6. This Supplement shall be governed by, any construed in
accordance with, the laws that govern the Indenture and its
construction.
7. This Supplement may be executed in multiple counterparts,
each of which shall be an original and all of which, when taken
together, shall constitute one and the same instrument.
8. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the sufficiency of this Supplement or
for or in respect of the recitals set forth above, all of which
recitals are made solely by the Company.
IN WITNESS WHEREOF, the parties hereto have caused this
Supplement to be executed by their duly authorized representatives as
of the date first written above.
[SEAL] FRANKLIN RESOURCES, INC.
By: _________________________
Name:
Title:
Attest:
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[SEAL] THE CHASE MANHATTAN BANK
By: _________________________
Name:
Title:
Attest:
--------------------
STATE OF ___________)
: SS.:
COUNTY OF ___________)
On the ______ day of October, 1996, before me personally
came _______________________, to me known, who, being by me duly
sworn, did depose and say that he is the ___________________________
of Franklin Resources, Inc., one of the persons described in and who
executed the foregoing instrument; that he knows the seal of said
Corporation; that the seal affixed to said instrument is such
Corporation's seal; that it was so affixed by authority of the Board
of Directors of said Corporation; and that he signed his name thereto
by like authority.
____________________________
Notary Public
[NOTARIAL SEAL]
STATE OF ____________)
: SS.:
COUNTY OF ____________)
On the ______ day of October, 1996, before me personally
came ____________________, to me known, who, being by me duly sworn,
did depose and say that he is a _________________ of The Chase
Manhattan Bank, one of the persons described in and who executed the
foregoing instrument; that he knows the seal of said Corporation; that
the seal affixed to said instrument is such Corporation's seal; that
it was so affixed by authority of the Board of Directors of said
Corporation; and that he signed his name thereto by like authority.
____________________________
Notary Public
[NOTARIAL SEAL]
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