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EXHIBIT 10.47a
SATISFACTION AND DISCHARGE OF INDENTURE
This Satisfaction and Discharge of Indenture is dated as of January 27,
1997 between Aspect Telecommunications Corporation, corporation duly organized
and existing under the laws of the State of California (the "Company"), having
its principal place of business at 0000 Xxx Xxxxx, Xxx Xxxx, XX 00000-0000, and
State Street Bank and Trust Company of CA, N.A., as Trustee (the "Trustee"),
having its principal corporate trust office at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx
0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000.
WHEREAS, the Company and the Trustee are parties to an Indenture dated as
of September 21, 1993 (the "Indenture") with respect to the issuance by the
Company of $55,000,000 aggregate principal amount of 5% Convertible Subordinated
Debentures due 2003 (the "Debentures"); and
WHEREAS, all Debentures heretofore authenticated and delivered (other than
(i) Debentures which have been destroyed, lost or stolen and which have been
replaced or paid as provided in Section 2.6 of the Indenture and (ii) Debentures
for whose payment money has heretofore been deposited in trust or segregated and
held in trust by the Company and thereafter repaid to the Company or discharged
from such trust, as provided in Section 5.4 of the Indenture) have been
delivered to the Trustee for cancellation; and
WHEREAS, the Company has paid or caused to be paid all other sums
payable by the Company pursuant to the Indenture; and
WHEREAS, the Company has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel in compliance with Section 16.5 of the Indenture; and
WHEREAS, Section 13.1 of the Indenture provides that the Trustee shall, on
demand of and at the cost and expense of the Company, execute proper instruments
acknowledging satisfaction of and discharge of the Indenture;
NOW, THEREFORE, in consideration of the mutual promises herein contained,
the receipt and adequacy of which are hereby acknowledged, it is mutually
covenanted and agreed, for the equal and proportionate benefit of all holders of
Debentures as follows:
ARTICLE I
SATISFACTION AND DISCHARGE
1.1 The Indenture shall cease to be of further effect; provided, however,
that notwithstanding the satisfaction and discharge of the Indenture, the
obligations of the Company under Sections 2.6, 2.8, 8.6, 8.10 and Article XIII
of the Indenture and the obligations of the Trustee under Sections 2.5(g), 2.6,
2.8, 16.11 and Articles VIII and XIII of the Indenture shall survive.
1.2 The Company hereby orders the Trustee to destroy all canceled
Debentures held by the Trustee in a manner customarily used to destroy such
debentures. Promptly upon completion of such
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destruction, the Trustee shall furnish to the Company a certificate stating that
such Debentures have been destroyed.
ARTICLE II
MISCELLANEOUS PROVISIONS
2.1 Terms not otherwise defined in this agreement shall have the meanings
assigned to them in the Indenture.
2.2 This agreement shall be governed by, and construed in accordance with,
the laws of the State of California.
2.3 This agreement may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all of which shall
together constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Satisfaction and
Discharge of Indenture to be duly executed as of the date written above.
ASPECT TELECOMMUNICATIONS CORPORATION
A California Corporation
/s/ Xxxx X .Xxxxxx
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Xxxx X. Xxxxxx,
Vice President, Finance and Chief Financial Officer
STATE STREET BANK AND TRUST COMPANY OF CA, N.A.
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
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Title: Assistant Vice President
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