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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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