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in the open market and agreed to convert all debentures so
purchased.
By letter dated March 4, 1987, Metals instructed Chemical
Bank in New York, Chemical Bank in London, S. G. Warburg & Co.,
Ltd., in London, and Banque Internationale a Luxembourg S.A. in
Luxembourg (the agents), that any debentures surrendered to them
for conversion "should be forwarded in the normal course to
Chemical Bank in New York as principal conversion agent (not as
Trustee, as indicated in the letter to you dated February 24,
1987 from the Guarantor)." By a second letter dated March 4,
1987, Metals advised Chemical Bank in New York that it had
instructed all of the conversion agents "to forward all
Debentures surrendered to them for conversion to Chemical Bank in
New York as principal conversion agent." Metals further
instructed Chemical Bank in New York that such converted
debentures were to be held for the account of Metals, as provided
by section 4.12 of the indenture dated as of June 1, 1968. The
letter to Chemical Bank also provided:
In your role as principal conversion agent,
converted Debentures held for the account of the
Guarantor should be surrendered for redemption to
Chemical Bank as paying agent as provided by Section
4.12 of the Indenture. Chemical Bank as paying agent
is further instructed to pay the redemption price
($1,000 principal amount plus $15.97 accrued interest
per $1,000 Debenture) to the Guarantor on the
Redemption Date, or, in the event that knowledge of
conversions is not known in time to make payment on the
Redemption Date, as soon as possible thereafter. * * *
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