Reynolds Metals Company and Consolidated Subsidiaries - Page 9

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                           *    *    *    *    *    *    *                             
                    Section 2.08. * * * If the Company [RMECC] or the                  
               Guarantor [Metals] shall acquire any of the Debentures                  
               (including, without limitation, Debentures delivered to                 
               the Company or the Guarantor to effect a conversion                     
               pursuant to Article Four), such acquisition shall not                   
               operate as a redemption or satisfaction of the                          
               indebtedness represented by such Debentures unless and                  
               until the same are delivered to the Trustee for                         
               cancellation.                                                           
                           *    *    *    *    *    *    *                             
                    Section 4.12.  All Debentures upon conversion                      
               pursuant to this Article Four (hereinafter in this                      
               Section 4.12 called "Converted Debentures") shall be                    
               imprinted or stamped with a legend indicating such                      
               conversion and whether it was effected by the Guarantor                 
               or by the Company and such Converted Debentures shall,                  
               except as they may be used to reduce, or for credit                     
               against, sinking fund payments, as permitted by Section                 
               5.03, be held by the Guarantor or the Company and may,                  
               at any time, be delivered to the Trustee for                            
               cancellation and thereupon shall be cancelled by it.                    
               Converted Debentures shall not be transferred except                    
               from the Guarantor to the Company or from the Company                   
               to the Guarantor.  Converted Debentures shall not be                    
               further convertible into Common Stock of the Guarantor,                 
               and shall not be redeemable, whether by operation of                    
               the sinking fund provided for in Section 5.02 or                        
               otherwise, unless all Debentures at the time                            
               outstanding shall be redeemed at the same time.                         
                           *    *    *    *    *    *    *                             
                    Section 5.01.  The Company may, at its option,                     
               redeem Debentures at the times, in the amounts and at                   
               the redemption prices then applicable thereto as                        
               specified in the form of Debenture hereinabove set                      
               forth. * * *                                                            
                    Section 5.02.  The Debentures shall also be                        
               subject to redemption on June 1, 1979 and on each June                  
               1 thereafter to and including June 1, 1987 (each such                   
               date being herein referred to as a "sinking fund                        
               redemption date"), through the operation of the sinking                 
               fund, at a redemption price equal to 100% of the                        
               principal amount of the Debentures to be redeemed,                      




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Last modified: May 25, 2011