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If an agreement was reached by which RMECC would effect the
conversion, Metals was obligated to sell to RMECC upon demand
shares of common stock sufficient to convert all outstanding
debentures (less any shares held by RMECC). Unless otherwise
agreed, RMECC would pay Metals the conversion price for shares
purchased.
Between June 1, 1971, and June 1, 1981, inclusive, the
debentures were redeemable with a premium. After June 1, 1981,
RMECC had the right to call the debentures for redemption without
premium. Debentures could be redeemed in two ways: (1) RMECC at
its option could call some or all of the debentures for
redemption; or (2) debentures were subject to redemption through
the operation of the sinking fund. If all of the debentures were
called for redemption (or specifically numbered debentures were
called), the holder could effect conversion up to the close of
business on the date of redemption. Upon conversion, the rights
of the holder of such debenture ceased. RMECC could call for a
redemption if the U.S. tax laws changed and caused RMECC to pay
"additional interest". Under the indenture, RMECC agreed to pay
as "additional interest" any taxes, assessments, and governmental
charges that may be imposed on foreign debenture holders, with
specified conditions and exceptions.
As guarantor of the debentures, Metals unconditionally
guaranteed to the debenture holders the punctual payment of the
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Last modified: May 25, 2011