Common use of Registrar, Paying Agent and Conversion Agent Clause in Contracts

Registrar, Paying Agent and Conversion Agent. The Company agrees that the office or agency maintained by the Company pursuant to Sections 2.4 of the Original Indenture, with respect to the Notes, shall be located in the continental United States. The Company shall also maintain an office in the continental United States where the Notes may be presented for conversion (the “Conversion Agent”). The Company initially appoints the Trustee as the Conversion Agent and initially designates the office or agency maintained by the Company in New York City pursuant to Section 2.4 of the Original Indenture as the place of payment for the Notes (the “Place of Payment”). The Company shall enter into an appropriate agency agreement with any Conversion Agent not a party to this Supplemental Indenture. The agreement shall implement the provisions of this Supplemental Indenture that relate to such agent. The Company shall notify the Trustee of the name and address of any such agent. If the Company fails to maintain a Conversion Agent, the Company shall act as Conversion Agent. In addition to Section 2.4 of the Original Indenture, the Company may remove any Conversion Agent upon 30 days’ prior written notice to such Conversion Agent and to the Trustee; provided that no such removal shall become effective until (1) acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Company and such successor Conversion Agent and delivered to the Trustee or (2) notification to the Trustee that the Company shall serve as Conversion Agent until the appointment of a successor in accordance with clause (1) above. The Conversion Agent may resign at any time upon written notice; provided that the Trustee may resign as Conversion Agent only if the Trustee also resigns as Trustee in accordance with Section 7.8 of the Original Indenture. If the Conversion Agent receives any cash or shares of Common Stock hereunder, the Conversion Agent agrees to hold such cash or shares in trust for the sole benefit of the relevant Holders. The Company may appoint additional Conversion Agents and may approve any change in the office through which any Conversion Agent acts.

Registrar, Paying Agent and Conversion Agent. The Company agrees that the shall maintain (i) an office or agency maintained by the Company pursuant to Sections 2.4 of the Original Indenture, with respect to the Notes, shall be located in the continental United States. The Company shall also maintain an office in the continental United States where the Notes may be presented for conversion registration of transfer or for exchange (including any co-registrar, the “Conversion Registrar”), (ii) an office or agency where Notes may be presented for payment (“Paying Agent”)) and (iii) a Conversion Agent office or agency where Notes may be presented or surrendered for conversion. The Paying Agent shall be responsible for paying sums due on the Notes and arranging on behalf of and at the expense of the Company for notices to be communicated to Holders in accordance with the terms of this Indenture. The Registrar shall keep a register of the Notes and of their transfer and exchange and facilitate any transfers or exchanges of Notes or beneficial interests in the Global Notes. No transfer may be effected unless the Note is surrendered to the Registrar and either (i) the Registrar reissues the surrendered Note to the Transferee Holder or (ii) the Registrar issues a new Note to the Transferee Holder. The Conversion Agent must be informed of any conversion in accordance with the customary practice of the Depositary The Company may appoint one or more co-registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent. The Company initially appoints may change any Paying Agent, Conversion Agent, Registrar or co-registrar without prior notice to any Holder of a Note. The Company shall notify the Trustee as in writing and the Conversion Agent and initially designates Trustee shall notify the office or agency maintained by the Company in New York City pursuant to Section 2.4 Holders of the Original Indenture Notes of the name and address of any Agent not a party to this Indenture. The Company may act as the place of payment for the Notes (the “Place of Payment”)Paying Agent, Registrar or co-registrar. The Company shall enter into an appropriate agency agreement with any Conversion Agent not a party to this Supplemental Indenture. The agreement shall implement the provisions of this Supplemental Indenture hereof that relate to such agentAgent. The Company shall notify the Trustee and the Agents in writing of the name and address of any such agentAgent. If the Company fails to maintain a Registrar, Paying Agent or Conversion Agent, or fails to give the foregoing notice, the Company shall direct the Trustee to act as such, and shall be entitled to appropriate compensation in accordance with Section 7.6. Notwithstanding anything to the contrary herein, if in the Paying Agent’s opinion, acting reasonably, it deems it appropriate to delegate any of its roles, duties or obligations created hereunder or under any other agreement to a third party, the Company hereby acknowledges the potential for, and acquiesces to, such delegation. The Depositary shall be a clearing agency registered under the Exchange Act. The Company initially appoints The Depository Trust Company to act as Depositary with respect to each Global Note. Initially, each Global Note shall be issued to the Depositary, registered in the name of Cede & Co., as the nominee of the Depositary, and deposited with the Trustee as custodian for Cede & Co. The Company initially appoints the Trustee to act as the Paying Agent, Conversion AgentAgent and Registrar for the Notes and to act as custodian with respect to the Global Notes. In addition the event that Definitive Notes are issued (and no Global Notes remain outstanding) and the Paying Agent informs the Company that it is unable to Section 2.4 of the Original perform its obligations under this Indenture, the Company may remove any Conversion Agent upon 30 days’ prior shall forthwith appoint an additional agent who shall provide written notice to of such Conversion Agent and to the Trustee; provided that no such removal . Such additional Agent shall become effective until (1) the Paying Agent hereunder upon written acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into the duties and obligations set forth herein. Subject to the payment by the Company and such successor Conversion Agent and delivered to the Trustee Paying Agent of any fees, costs, expenses or (2) notification other obligations owed and outstanding to the Trustee Paying Agent, the costs and expenses (including its counsels’ fees and expenses) incurred by the additional Agent in connection with such proceeding shall be paid by the Company. Upon receipt of the identity of the additional Agent, the Paying Agent shall deliver any funds then held hereunder to the additional Agent. Upon its resignation and delivery of any funds, the Agent shall be discharged of and from any and all further obligations arising in connection with this Indenture, but shall continue to enjoy the benefit of Section 7.6. The Paying Agent shall collect all forms from the relevant Depositary that are required to exempt payments under the Notes from United States federal income tax withholding. In connection therewith, the Paying Agent shall provide the Company with a properly completed Internal Revenue Service Form W-8IMY, and the aforementioned forms shall provide that the Company shall serve Paying Agent is acting in its capacity as Conversion Agent until the appointment of a successor in accordance intermediary with clause (1) above. The Conversion Agent may resign at respect to all payments made under any time upon written notice; provided that the Trustee may resign as Conversion Agent only if the Trustee also resigns as Trustee in accordance with Section 7.8 of the Original Indenture. If the Conversion Agent receives any cash or shares of Common Stock hereunder, the Conversion Agent agrees to hold such cash or shares in trust for the sole benefit of the relevant Holders. The Company may appoint additional Conversion Agents and may approve any change in the office through which any Conversion Agent actsNotes.

Registrar, Paying Agent and Conversion Agent. The Company agrees that the Issuer shall maintain an office or agency maintained by the Company pursuant to Sections 2.4 where Securities may be presented for registration of the Original Indenturetransfer or for exchange ("Registrar"), with respect to the Notes, shall be located in the continental United States. The Company shall also maintain an office in the continental United States or agency where the Notes Securities may be presented for payment ("Paying Agent"), an office or agency where Securities may be presented for conversion (the “"Conversion Agent”). The Company initially appoints the Trustee as the Conversion Agent ") and initially designates the an office or agency maintained by where notices and demands to or upon the Company Issuer in New York City pursuant to Section 2.4 respect of the Original Securities and this Indenture as the place of payment for the Notes (the “Place of Payment”)may be served. The Company Registrar shall keep a register of the Securities and of their transfer and exchange. The Issuer may appoint one or more co-Registrars, one or more additional Paying Agents and one or more additional Conversion Agents. The term "Registrar" includes any co-Registrar, the term "Paying Agent" includes any additional Paying Agent and the term "Conversion Agent" includes any additional Conversion Agent. The Issuer may change any Registrar, Paying Agent or Conversion Agent without notice to any Holder. If the Issuer fails to appoint or maintain another person as Registrar, Paying Agent or Conversion Agent, the Trustee shall act as such. The Issuer or any Affiliate of the Issuer may act as Registrar or Conversion Agent. Except for purposes of Article 9, the Issuer or any Affiliate of the Issuer may act as Paying Agent. The Issuer shall enter into an appropriate agency agreement with any Conversion Agent not a party to this Supplemental Indenture. The agreement shall implement the provisions of this Supplemental Indenture that relate to such agentAgent. The Company Issuer shall promptly notify the Trustee of the name and address of any such agentAgent not a party to this Indenture. If the Company Issuer fails to maintain a Conversion Registrar, Paying Agent, the Company shall act as Conversion Agent. In addition to Section 2.4 of the Original Indenture, the Company may remove any Conversion Agent upon 30 days’ prior written notice to such Conversion Agent and to the Trustee; provided that no such removal shall become effective until (1) acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Company and such successor Conversion Agent and delivered to the Trustee or (2) notification to the Trustee that the Company shall serve as Conversion Agent until the appointment of a successor in accordance with clause (1) above. The Conversion Agent may resign at any time upon written notice; provided that the Trustee may resign as Conversion Agent only if the Trustee also resigns as Trustee in accordance with Section 7.8 of the Original Indenture. If the Conversion Agent receives any cash or shares of Common Stock hereunder, the Conversion Agent agrees to hold such cash or shares in trust for the sole benefit of the relevant Holders. The Company may appoint additional Conversion Agents and may approve any change in the office through which any Conversion Agent acts.agent for

Registrar, Paying Agent and Conversion Agent. The Company agrees that the shall maintain an office or agency maintained by where Notes may be presented for registration of transfer or for exchange (the Company pursuant to Sections 2.4 of the Original Indenture“Registrar”), with respect to the Notes, shall be located in the continental United States. The Company shall also maintain an office in or agency where Notes may be presented for payment (the continental United States “Paying Agent”) and an office or agency where the Notes may be presented for conversion (the “Conversion Agent”). The Corporate Trust Office shall be considered as one such office or agency of the Company for each of the aforesaid purposes. The Registrar shall keep a register of the Notes (the “Register”) and of their transfer and exchange. The Company may have one or more co-registrars, one or more additional paying agents and one or more additional conversion agents. The term “Paying Agent” includes any additional paying agent, the term “Registrar” includes any co-registrars and the term “Conversion Agent” includes any additional conversion agent. The Company initially appoints the Trustee as the (i) Registrar, Paying Agent and Conversion Agent and initially designates the office or agency maintained by the Company in New York City pursuant to Section 2.4 of the Original Indenture as the place of payment for connection with the Notes and (ii) the “Place of Payment”)Depositary custodian with respect to the Global Notes. The Company shall may enter into an appropriate agency agreement with any Registrar, Paying Agent or Conversion Agent not a party to this Supplemental Indenture. The agreement shall implement the provisions of this Supplemental Indenture that relate to such agent. The Company shall notify the Trustee of the name and address of any such agent, if not the Trustee. If the Company fails to maintain a Registrar, Paying Agent or Conversion Agent, the Company Trustee shall act as Conversion Agent. In addition such and shall be entitled to appropriate compensation therefor pursuant to Section 2.4 7.07. The Company or any of the Original Indenture, the its domestically organized Wholly Owned Subsidiaries may act as Paying Agent or Registrar. The Company may remove any Registrar, Paying Agent or Conversion Agent upon 30 days’ prior written notice to such Registrar, Paying Agent, Conversion Agent and to the Trustee; provided provided, however, that no such removal shall become effective until (1) acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Company and such successor Registrar, Paying Agent or Conversion Agent Agent, as the case may be, and delivered to the Trustee or (2) notification to the Trustee Trustee, and accepted by the Trustee, that the Company Trustee shall serve as Registrar, Paying Agent or Conversion Agent until the appointment of a successor in accordance with clause (1) above. The Registrar, Paying Agent or Conversion Agent may resign at any time upon written notice; provided that the Trustee may resign as Conversion Agent only if the Trustee also resigns as Trustee in accordance with Section 7.8 of the Original Indenture. If the Conversion Agent receives any cash or shares of Common Stock hereunder, the Conversion Agent agrees to hold such cash or shares in trust for the sole benefit of the relevant Holders. The Company may appoint additional Conversion Agents and may approve any change in the office through which any Conversion Agent acts.

Registrar, Paying Agent and Conversion Agent. The Company agrees that the shall maintain an office or agency maintained by the Company pursuant to Sections 2.4 where Securities may be presented for registration of the Original Indenturetransfer or for exchange ("REGISTRAR"), with respect to the Notes, shall be located in the continental United States. The Company shall also maintain an office in the continental United States or agency where the Notes Securities may be presented for redemption, repurchase or payment ("PAYING AGENT"), an office or agency where Securities may be presented for conversion ("CONVERSION AGENT") and an office or agency where notices and demands to or upon the “Company in respect of the Securities and this Indenture may be served. Pursuant to Section 6.5, the Company will at all times maintain a Registrar, Paying Agent, Conversion Agent”)Agent and an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served in the Borough of Manhattan, New York City. The Registrar shall keep a register of the Securities and of their transfer and exchange. The Company initially appoints the Trustee as the Conversion may have one or more co-registrars, one or more additional paying agents and one or more additional conversion agents. The term Paying Agent and initially designates the office or agency maintained by the Company in New York City includes any additional paying agent, including any named pursuant to Section 2.4 of the Original Indenture as the place of payment for the Notes (the “Place of Payment”)6.5. The term Conversion Agent includes any additional conversion agent, including any named pursuant to Section 6.5. The Company shall enter into an appropriate limited agency agreement with any Registrar, Paying Agent, Conversion Agent not or co-registrar (in each case, if such Registrar, agent or co-registrar is a party to this Supplemental IndenturePerson other than the Trustee). The agreement shall implement the provisions of this Supplemental Indenture that relate to such agent. The Company shall notify the Trustee of the name and address of any such agent. If the Company fails to maintain a Registrar, Paying Agent or Conversion Agent, the Company Trustee shall act as Conversion Agent. In addition such and shall be entitled to appropriate compensation therefor pursuant to Section 2.4 of the Original Indenture, the Company may remove any Conversion Agent upon 30 days’ prior written notice to such Conversion Agent and to the Trustee; provided that no such removal shall become effective until (1) acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Company and such successor Conversion Agent and delivered to the Trustee or (2) notification to the Trustee that the Company shall serve as Conversion Agent until the appointment of a successor in accordance with clause (1) above. The Conversion Agent may resign at any time upon written notice; provided that the Trustee may resign as Conversion Agent only if the Trustee also resigns as Trustee in accordance with Section 7.8 of the Original Indenture. If the Conversion Agent receives any cash or shares of Common Stock hereunder, the Conversion Agent agrees to hold such cash or shares in trust for the sole benefit of the relevant Holders9.7. The Company or any Subsidiary or an Affiliate of either of them may appoint additional Conversion Agents and may approve any change in the office through which any act as Paying Agent, Registrar, Conversion Agent actsor co-registrar. The Company hereby initially appoints the Trustee as Registrar, Paying Agent and Conversion Agent in connection with the Securities.

Registrar, Paying Agent and Conversion Agent. The Company agrees that the Issuer will maintain (i) an office or agency maintained by the Company pursuant to Sections 2.4 where Notes may be presented for registration of the Original Indenturetransfer or for exchange (“Registrar”), with respect to the Notes, shall be located in the continental United States. The Company shall also maintain (ii) an office in the continental United States or agency where Notes may be presented for payment (“Paying Agent”) and (iii) an office or agency where the Notes may be presented for conversion (the “Conversion Agent”). The Company initially appoints the Trustee as the Conversion Agent and initially designates the office or agency maintained by the Company in New York City pursuant to Section 2.4 Registrar will keep a register of the Original Indenture as the place Notes and of payment for the Notes their transfer and exchange (the “Place of PaymentRegister”). The Company shall enter into an appropriate agency agreement with Issuer may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Paying Agent” includes any additional paying agent, and the term “Conversion Agent” includes any additional conversion agent. The Issuer may change any Paying Agent, Conversion Agent or Registrar without notice to any Holder. The Issuer will notify the Trustee in writing of the name and address of any Agent not a party to this Supplemental Indenture. The agreement shall implement the provisions of this Supplemental Indenture that relate to such agent. The Company shall notify the Trustee of the name and address of any such agent. If the Company Issuer fails to appoint or maintain a another entity as Registrar, Paying Agent or Conversion Agent, the Company Trustee shall act as Conversion such. The Issuer or any of its Subsidiaries may act as Paying Agent. In addition to Section 2.4 of the Original Indenture, the Company may remove any Conversion Agent upon 30 days’ prior written notice or Registrar. The Issuer initially appoints The Depository Trust Company (“DTC”) to such Conversion act as Depositary with respect to the Global Notes. The Issuer initially appoints the Trustee to act as the Registrar and Paying Agent and to act as Custodian with respect to the Trustee; provided that no such removal shall become effective until (1) acceptance of an appointment by a successor Global Notes. The Issuer initially appoints Computershare Trust Company, N.A. and Computershare Inc. to act as evidenced by an appropriate agreement entered into by the Company and such successor Conversion Agent pursuant to a Voluntary Conversion Agent Agreement dated as of the date of this Supplemental Indenture. The Issuer shall be responsible for making calculations called for under the Notes, including but not limited to determination of redemption price, premium, if any, and delivered any additional amounts or other amounts payable on the Notes. The Issuer will make the calculations in good faith and, absent manifest error, its calculations will be final and binding on the Holders. The Issuer will provide a schedule of its calculations to the Trustee or (2) notification to when requested by the Trustee, and the Trustee that is entitled to rely conclusively on the Company shall serve as Conversion Agent until the appointment of a successor in accordance with clause (1) above. The Conversion Agent may resign at any time upon written notice; provided that the Trustee may resign as Conversion Agent only if the Trustee also resigns as Trustee in accordance with Section 7.8 accuracy of the Original Indenture. If the Conversion Agent receives any cash or shares of Common Stock hereunder, the Conversion Agent agrees to hold such cash or shares in trust for the sole benefit of the relevant Holders. The Company may appoint additional Conversion Agents and may approve any change in the office through which any Conversion Agent actsIssuer’s calculations without independent verification.

Registrar, Paying Agent and Conversion Agent. The Company agrees that the office or will at all times maintain a Registrar, Paying Agent and agency maintained by the Company pursuant to Sections 2.4 of the Original Indenture, with respect to the Notes, shall be located in the continental United States. The Company shall also maintain an office in the continental United States where the Notes Securities may be presented for conversion (the a “Conversion Agent”)) in the Borough of Manhattan, The City of New York. The Company initially appoints the Trustee as the Conversion Agent and initially designates the office or agency maintained by the Company in New York City pursuant will give prompt written notice to Section 2.4 of the Original Indenture as the place of payment for the Notes (the “Place of Payment”). The Company shall enter into an appropriate agency agreement with any Conversion Agent not a party to this Supplemental Indenture. The agreement shall implement the provisions of this Supplemental Indenture that relate to such agent. The Company shall notify the Trustee of the name and address address, and any change in the name or address, of each Conversion Agent. If at any time the Company shall fail to maintain any such agent. If required Conversion Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations and surrenders may be made or served at the Corporate Trust Office of the Trustee, and the Company fails hereby appoints the Trustee as its agent to receive all such presentations and surrenders. The Company hereby appoints Deutsche Bank Trust Company Americas as the initial Conversion Agent for the Securities. Deutsche Bank Trust Company Americas shall be entitled to all of the rights, protections, exculpations and indemnities afforded to the Trustee in connection with its role as Conversion Agent. The Company may also from time to time designate one or more additional conversion agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Conversion Agent, the . The Company shall act as Conversion Agent. In addition to Section 2.4 of the Original Indenture, the Company may remove any Conversion Agent upon 30 days’ prior will give prompt written notice to such Conversion Agent and to the Trustee; provided that no such removal shall become effective until (1) acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Company and such successor Conversion Agent and delivered to the Trustee of any such designation or (2) notification to the Trustee that the Company shall serve as Conversion Agent until the appointment rescission and of a successor in accordance with clause (1) above. The Conversion Agent may resign at any time upon written notice; provided that the Trustee may resign as Conversion Agent only if the Trustee also resigns as Trustee in accordance with Section 7.8 of the Original Indenture. If the Conversion Agent receives any cash or shares of Common Stock hereunder, the Conversion Agent agrees to hold such cash or shares in trust for the sole benefit of the relevant Holders. The Company may appoint additional Conversion Agents and may approve any change in the office through which name or address of any Conversion Agent actsAgent. The term “Conversion Agent” includes any additional conversion agent.

Registrar, Paying Agent and Conversion Agent. The Company agrees that the shall maintain an office or agency maintained by where Notes may be presented for registration of transfer or for exchange (the Company pursuant to Sections 2.4 of the Original Indenture"Registrar"), with respect to the Notes, shall be located in the continental United States. The Company shall also maintain an office in or agency where Notes may be presented for redemption or repurchase, if applicable, and for payment (the continental United States "Paying Agent") and, an office or agency where the Notes may be presented for conversion (the “"Conversion Agent”"). The Registrar shall keep a register of Notes and of their transfer and exchange (the "Register"). The Company initially appoints may have one or more co-registrars and one or more additional paying agents or conversion agents for Notes. The term "Paying Agent" includes any additional paying agent, the Trustee as term "Registrar" includes any additional co-registrar and the term "Conversion Agent and initially designates the office or agency maintained by the Company in New York City pursuant to Section 2.4 of the Original Indenture as the place of payment for the Notes (the “Place of Payment”)Agent" includes any additional conversion agent. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent or Conversion Agent not a party to this Supplemental Indenture. The agreement shall implement the provisions of this Supplemental Indenture that relate to such agentAgent. The Company shall notify the Trustee of the name and address of any such agentAgent and shall furnish the Trustee with an executed counterpart of any such agency agreement. The Company at any time may replace any Registrar, Paying Agent or Conversion Agent or change the location of any such office or agency without notice to any Holder. The Company will give prompt written notice to the Trustee of any such replacement or change in location. If the Company fails to maintain a Registrar, Paying Agent or Conversion Agent, the Company Trustee shall act as Conversion Agent. In addition such and shall be entitled to appropriate compensation therefor pursuant to Section 2.4 of the Original Indenture, the Company may remove any Conversion Agent upon 30 days’ prior written notice to such Conversion Agent and to the Trustee; provided that no such removal shall become effective until (1) acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Company and such successor Conversion Agent and delivered to the Trustee or (2) notification to the Trustee that the Company shall serve as Conversion Agent until the appointment of a successor in accordance with clause (1) above. The Conversion Agent may resign at any time upon written notice; provided that the Trustee may resign as Conversion Agent only if the Trustee also resigns as Trustee in accordance with Section 7.8 of the Original Indenture. If the Conversion Agent receives any cash or shares of Common Stock hereunder, the Conversion Agent agrees to hold such cash or shares in trust for the sole benefit of the relevant Holders9.06. The Company or any Subsidiary incorporated or organized within the United States of America may appoint additional Conversion Agents and may approve any change in the office through which any act as Paying Agent, Conversion Agent actsor Registrar. The Company initially appoints the Trustee as Registrar, Paying Agent and Conversion Agent in connection with the Notes.

Registrar, Paying Agent and Conversion Agent. ‌ The Company agrees that the shall maintain an office or agency maintained by the Company pursuant to Sections 2.4 of the Original Indenture, with respect to the Notes, where Notes shall be located in the continental United States. The Company shall also maintain presented for registration of transfer or for exchange (“Registrar”), an office in the continental United States or agency where the Notes may be presented for payment (“Paying Agent”) and an office or agency where Notes may be presented for conversion (the “Conversion Agent”). The Company initially appoints the Trustee as the Conversion Agent and initially designates the office or agency maintained by the Company in New York City pursuant to Section 2.4 Registrar shall keep a register of the Original Indenture as the place of payment for the Notes (the “Place Notes Register”) and of Payment”)their transfer and exchange. The Notes Register shall contain the names and addresses of the Holders and principal amounts (and stated interest) of the amounts owing to, each Holder pursuant to the terms hereof from time to time. The entries in the Notes Register shall be conclusive absent manifest error, and the Company, the Trustee and the Holders shall treat each person whose name is recorded in the Notes Register pursuant to the terms hereof as a Holder hereunder for all purposes of this Indenture. The Notes Register shall be available for inspection by the Company and any Holder at any reasonable time and from time to time upon reasonable prior notice. The Company shall enter into an appropriate agency agreement with may appoint one or more co-registrars, one or more additional paying agents and one or more additional conversion agents. The term “Registrar” includes any co-registrar, the term “Paying Agent” includes any additional paying agent and the term “Conversion Agent” includes any additional conversion agent. The Company may change any Paying Agent, Registrar or Conversion Agent not a party without notice to this Supplemental Indenture. The agreement shall implement the provisions of this Supplemental Indenture that relate to such agentany Holder. The Company shall notify the Trustee in writing of the name and address of any such agentAgent not a party to this Indenture. If the Company fails to appoint or maintain a another entity as Registrar, Paying Agent or Conversion Agent, the Company Trustee shall act as such. The Company or any of its Subsidiaries may act as Paying Agent, Registrar or Conversion Agent. In addition The Company initially appoints the Trustee to Section 2.4 of the Original Indentureact as Registrar, the Company may remove any Conversion Agent upon 30 days’ prior written notice to such Conversion Paying Agent and to the Trustee; provided that no such removal shall become effective until (1) acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Company and such successor Conversion Agent and delivered to the Trustee or (2) notification to the Trustee that the Company shall serve as Conversion Agent until the appointment of a successor in accordance with clause (1) above. The Conversion Agent may resign at any time upon written notice; provided that the Trustee may resign as Conversion Agent only if the Trustee also resigns as Trustee in accordance with Section 7.8 of the Original Indenture. If the Conversion Agent receives any cash or shares of Common Stock hereunder, the Conversion Agent agrees to hold such cash or shares in trust for the sole benefit of the relevant Holders. The Company may appoint additional Conversion Agents and may approve any change in the office through which any Conversion Agent actsAgent.

Registrar, Paying Agent and Conversion Agent. The Company agrees that the -------------------------------------------------------- shall maintain an office or agency maintained by the Company pursuant to Sections 2.4 where Securities may be presented for registration of the Original Indenturetransfer or for exchange ("Registrar"), with respect to the Notes, shall be located in the continental United States. The Company shall also maintain an office in the continental United States or agency where the Notes Securities may be presented for purchase or payment ("Paying Agent") and an office or agency where Securities may be presented for conversion (the “"Conversion Agent”"). The Registrar shall keep a register of the Securities and of their transfer and exchange. The Company initially appoints the Trustee as the Conversion may have one or more co-registrars, one or more additional paying agents and one or more additional conversion agents. The term Paying Agent and initially designates the office or agency maintained by the Company in New York City includes any additional paying agent, including any named pursuant to Section 2.4 of the Original Indenture as the place of payment for the Notes (the “Place of Payment”)4.5. The term Conversion Agent includes any additional conversion agent, including any named pursuant to Section 4.5. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Conversion Agent, Calculation Agent not or co-registrar (in each case, if such person is a party to this Supplemental Indentureperson other than the Trustee). The agreement shall implement the provisions of this Supplemental Indenture that relate to such agent. The Company shall notify the Trustee of the name and address of any such agent. If the Company fails to maintain a Registrar, Paying Agent, Calculation Agent or Conversion Agent, the Company Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.7. The Company or any Subsidiary or an Affiliate of either of them may act as Paying Agent, Registrar, Conversion Agent or co-registrar. The Calculation Agent may not be an Affiliate of the Company or any Subsidiary thereof. The Company initially appoints the Trustee as Registrar, Conversion Agent, Calculation Agent and Paying Agent in connection with the Securities. In addition to Section 2.4 The Trustee may resign from any or all of the Original Indenture, the Company may remove any Conversion Agent such appointments upon 30 days’ prior ' written notice to such Conversion Agent and to the Trustee; provided that no such removal shall become effective until (1) acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Company and such successor Conversion Agent and delivered to the Trustee or (2) notification to the Trustee that the Company shall serve as Conversion Agent until the appointment of a successor in accordance with clause (1) above. The Conversion Agent may resign at any time upon written notice; provided that the Trustee may resign as Conversion Agent only if the Trustee also resigns as Trustee in accordance with Section 7.8 of the Original Indenture. If the Conversion Agent receives any cash or shares of Common Stock hereunder, the Conversion Agent agrees to hold such cash or shares in trust for the sole benefit of the relevant Holders. The Company may appoint additional Conversion Agents and may approve any change in the office through which any Conversion Agent actsCompany.

Registrar, Paying Agent and Conversion Agent. The Company agrees that the shall maintain an office or agency maintained by the Company pursuant to Sections 2.4 where Notes may be presented for registration of the Original Indenturetransfer or for exchange (“Registrar”), with respect to the Notes, shall be located in the continental United States. The Company shall also maintain an office or agency in the continental United States Minneapolis, Minnesota, where the Notes may be presented for payment (“Paying Agent”), an office or agency where Notes may be presented for conversion (the “Conversion Agent”). The Company initially appoints the Trustee as the Conversion Agent ) and initially designates the an office or agency maintained by where notices to or upon the Company in New York City pursuant to Section 2.4 respect of the Original Notes and this Indenture as the place of payment may be served. The Registrar shall keep a register for the recordation of, and shall record, the names and addresses of Holders of the Notes, the Notes held by each Holder and the transfer, exchange and conversion of Notes (the “Place of PaymentRegister”). The entries in the Register shall be conclusive, and the parties may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Holder hereunder for all purposes of this Indenture. The Company may have one or more co-Registrars, one or more additional paying agents and one or more additional conversion agents. The term “Paying Agent” includes any additional paying agent, including any named pursuant to Section 4.06. The term “Conversion Agent” includes any additional conversion agent, including any named pursuant to Section 4.06. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Conversion Agent or co-Registrar not a party to this Supplemental Indenture. The Any such agreement shall implement the provisions of this Supplemental Indenture that relate to such agent. The Company shall notify the Trustee in writing of the name and address of any such agent. If the Company fails to maintain a Registrar, Paying Agent or Conversion Agent, the Company shall Trustee may agree to act as Conversion Agent. In addition such and shall be entitled to appropriate compensation therefor pursuant to Section 2.4 7.06. The Company or any of its domestic wholly owned Subsidiaries may act as the Original IndenturePaying Agent, the Company may remove any Conversion Agent upon 30 days’ prior written notice to such Conversion Agent and to the Trustee; provided that no such removal shall become effective until (1) acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Company and such successor Conversion Agent and delivered to the Trustee or (2) notification to the Trustee that the Company shall serve as Conversion Agent until the appointment of a successor in accordance with clause (1) above. The Conversion Agent may resign at any time upon written notice; provided that the Trustee may resign as Conversion Agent only if the Trustee also resigns as Trustee in accordance with Section 7.8 of the Original Indenture. If the Conversion Agent receives any cash or shares of Common Stock hereunderRegistrar, the Conversion Agent agrees or a co-Registrar. The Company initially appoints the Trustee as the Paying Agent, the Conversion Agent, and the Registrar, in connection with the Notes, and the office of Xxxxx Fargo Bank, National Association at 000 Xxxxxxxx Xxxxxxxxx, 00xx Xxxxx, Xxx Xxxxxxx, XX 00000, Attention: Corporate Trust Service, Account Manager for Mindspeed Technologies, Inc. 6.75% Convertible Senior Notes due 2017, or such other address as the Trustee may designate from time to hold time by written notice to the Holders and the Company, to be such cash office or shares in trust agency of the Company for the sole benefit of the relevant Holdersaforesaid purposes. The Company may appoint additional at any time rescind or change the designation of the Paying Agent, the Conversion Agents and may Agent and/or the Registrar or approve any a change in the office location through which any Conversion Agent of them acts.

Registrar, Paying Agent and Conversion Agent. The Company agrees that the shall maintain an office or agency maintained by the Company pursuant to Sections 2.4 where Notes may be presented for registration of the Original Indenturetransfer or for exchange (“Registrar”), with respect to the Notes, shall be located an office or agency in the continental United States. The Company shall also maintain Borough of Manhattan, City of New York, New York, where Notes may be presented for payment (“Paying Agent”), an office in the continental United States or agency where the Notes may be presented for conversion (the “Conversion Agent”). The Company initially appoints the Trustee as the Conversion Agent ) and initially designates the an office or agency maintained by where notices to or upon the Company in New York City pursuant to Section 2.4 respect of the Original Notes and this Indenture as the place of payment may be served. The Registrar shall keep a register for the recordation of, and shall record, the names and addresses of Holders of the Notes, the Notes held by each Holder and the transfer, exchange and conversion of Notes (the “Place of PaymentRegister”). The entries in the Register shall be conclusive, and the parties may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Holder hereunder for all purposes of this Indenture. The Company may have one or more co-Registrars, one or more additional paying agents and one or more additional conversion agents. The term “Paying Agent” includes any additional paying agent, including any named pursuant to Section 4.06. The term “Conversion Agent” includes any additional conversion agent, including any named pursuant to Section 4.06. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Conversion Agent or co-Registrar not a party to this Supplemental Indenture. The Any such agreement shall implement the provisions of this Supplemental Indenture that relate to such agent. The Company shall notify the Trustee of the name and address of any such agent. If the Company fails to maintain a Registrar, Paying Agent or Conversion Agent, the Company shall Trustee may agree to act as Conversion Agent. In addition such and shall be entitled to appropriate compensation therefor pursuant to Section 2.4 7.06. The Company or any of its domestic wholly owned Subsidiaries may act as the Original IndenturePaying Agent, the Company may remove any Conversion Agent upon 30 days’ prior written notice to such Conversion Agent and to the Trustee; provided that no such removal shall become effective until (1) acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Company and such successor Conversion Agent and delivered to the Trustee or (2) notification to the Trustee that the Company shall serve as Conversion Agent until the appointment of a successor in accordance with clause (1) above. The Conversion Agent may resign at any time upon written notice; provided that the Trustee may resign as Conversion Agent only if the Trustee also resigns as Trustee in accordance with Section 7.8 of the Original Indenture. If the Conversion Agent receives any cash or shares of Common Stock hereunderRegistrar, the Conversion Agent agrees or a co-Registrar. The Company initially appoints the Trustee as the Paying Agent, the Conversion Agent, and the Registrar, in connection with the Notes, and the office of U.S. Bank National Association at 00 Xxxxxxxxxx Xxxxxx, St. Xxxx MN 55107-1419, Attention: Corporate Trust Services—Administrator for A. M. Castle & Co. 7.00% Convertible Senior Notes due 2017, or such other address as the Trustee may designate from time to hold time by written notice to the Holders and the Company, to be such cash office or shares in trust agency of the Company for the sole benefit of the relevant Holdersaforesaid purposes. The Company may appoint additional at any time rescind or change the designation of the Paying Agent, the Conversion Agents and may Agent and/or the Registrar or approve any a change in the office location through which any Conversion Agent of them acts.

Registrar, Paying Agent and Conversion Agent. The Company agrees that the office or agency maintained by the Company pursuant to Sections 2.4 of the Original Indenture, with respect to the Notes, shall be located in the continental United States. The Company shall also maintain an office in the continental United States an office or agency where the Notes may be presented for registration of transfer or exchange (“Registrar”), an office or agency where Notes may be presented for payment (“Paying Agent”), an office or agency where Notes may be presented for conversion (the “Conversion Agent”) and an office or agency where notices to or upon the Company in respect of the Notes and this Indenture may be served. The Registrar shall keep a register for the recordation of, and shall record, the names and addresses of Holders, the Notes held by each Holder and the transfer, exchange and conversion of the Notes (the “Register”). The entries in the Register shall be conclusive, and the parties may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Holder hereunder for all purposes of this Indenture. The Company may have one or more co-Registrars, one or more additional paying agents and one or more additional conversion agents. The term Paying Agent includes any such additional paying agents. The term Conversion Agent includes any such additional conversion agents. The Company shall promptly notify the Trustee and the Holders of any change in the name and address of any Registrar, Paying Agent and Conversion Agent. If the Company fails to maintain a Registrar, Paying Agent or Conversion Agent, any presentations, surrenders, notices and demands required to be made by, or at the office of, any such agent may be made or 18 served at the Corporate Trust Office or in accordance with Section 1.05; provided that the Trustee shall be entitled to appropriate compensation therefor pursuant to Section 8.08. The Company may act as Paying Agent, Registrar, Conversion Agent or co-Registrar. The Company initially appoints the Trustee as the Conversion Agent and initially designates Paying Agent, the office or agency maintained by the Company in New York City pursuant to Section 2.4 of the Original Indenture as the place of payment for the Notes (the “Place of Payment”). The Company shall enter into an appropriate agency agreement with any Conversion Agent not a party to this Supplemental Indenture. The agreement shall implement the provisions of this Supplemental Indenture that relate to such agent. The Company shall notify the Trustee of the name and address of any such agent. If the Company fails to maintain a Conversion Agent, the Company shall act Registrar, and as Conversion Agent. In addition its agent for service of notice and demands in connection with the Notes, and the Corporate Trust Office to Section 2.4 be such office or agency of the Original Indenture, Company for the aforesaid purposes. The Company may remove any Conversion Agent upon 30 days’ prior written notice to such Conversion Agent and to the Trustee; provided that no such removal shall become effective until (1) acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Company and such successor Conversion Agent and delivered to the Trustee or (2) notification to the Trustee that the Company shall serve as Conversion Agent until the appointment of a successor in accordance with clause (1) above. The Conversion Agent may resign at any time upon written noticerescind the designation of the Paying Agent, Conversion Agent or the Registrar or approve a change in the location through which any of them acts; provided that the Trustee may resign as Paying Agent, Conversion Agent only if and Registrar must be located within the Trustee also resigns as Trustee in accordance with Section 7.8 of the Original Indenture. If the Conversion Agent receives any cash or shares of Common Stock hereunder, the Conversion Agent agrees to hold such cash or shares in trust for the sole benefit of the relevant Holders. The Company may appoint additional Conversion Agents and may approve any change in the office through which any Conversion Agent actscontinental United States.

Registrar, Paying Agent and Conversion Agent. The Company agrees that the shall maintain an office or agency maintained by the Company pursuant to Sections 2.4 where Securities may be presented for registration of the Original Indenturetransfer or for exchange ("Registrar"), with respect to the Notes, shall be located in the continental United States. The Company shall also maintain an office in the continental United States or agency where the Notes Securities may be presented for purchase or payment ("Paying Agent") and an office or agency where Securities may be presented for conversion into Common Stock (the “"Conversion Agent”"). The Registrar shall keep a register of the Securities and of their transfer and exchange. The Company initially appoints may have one or more co-registrars, one or more additional paying agents and one or more additional conversion agents. The term Paying Agent includes any additional paying agent. The term Conversion Agent includes any additional conversion agent. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders. If the Trustee is not the Registrar, the Company shall cause to be furnished to the Trustee at least semiannually on August 21 and February 21 a listing of Holders dated within 15 days of the date on which the list is furnished and at such other times as the Conversion Agent Trustee may request in writing a list, in such form and initially designates as of such date as the office or agency maintained by the Company in New York City pursuant to Section 2.4 Trustee may reasonably require, of the Original Indenture as the place names and addresses of payment for the Notes (the “Place of Payment”)Holders. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Conversion Agent or co-registrar (if not a party to this Supplemental Indenturethe Trustee or an affiliate of the Trustee). The agreement shall implement the provisions of this Supplemental Indenture that relate to such agentagent and the relevant Security. The Company shall notify the Trustee of the name and address of any such agent. If the Company fails to maintain a Registrar, Paying Agent or Conversion Agent, it shall direct the Company shall Trustee to act as Conversion Agentsuch and the Trustee shall be entitled to compensation as agreed to in writing therefor. In addition to Section 2.4 The Company or an Affiliate of the Original Indenture, the Company may remove any act as Paying Agent, Registrar, Conversion Agent upon 30 days’ prior written notice to such or co-registrar. The Company initially appoints the Trustee as Registrar, Conversion Agent and to Paying Agent in connection with the Trustee; provided that no such removal shall become effective until (1) acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Company and such successor Conversion Agent and delivered to the Trustee or (2) notification to the Trustee that the Company shall serve as Conversion Agent until the appointment of a successor in accordance with clause (1) above. The Conversion Agent may resign at any time upon written notice; provided that the Trustee may resign as Conversion Agent only if the Trustee also resigns as Trustee in accordance with Section 7.8 of the Original Indenture. If the Conversion Agent receives any cash or shares of Common Stock hereunder, the Conversion Agent agrees to hold such cash or shares in trust for the sole benefit of the relevant Holders. The Company may appoint additional Conversion Agents and may approve any change in the office through which any Conversion Agent actsSecurities.

Registrar, Paying Agent and Conversion Agent. The Company agrees that the office or agency maintained by the Company pursuant to Sections 2.4 3.5 of the Original Indenture, with respect to the Notes, shall be located in the continental United States. The Company shall also maintain an office in the continental United States where the Notes may be presented for conversion (the “Conversion Agent”). The Company initially appoints the Trustee as the Conversion Agent and initially designates the office or agency maintained by the Company in New York City pursuant to Section 2.4 3.5 of the Original Indenture as the place of payment for the Notes (the “Place of Payment”). The Company shall enter into an appropriate agency agreement with any Conversion Agent not a party to this Supplemental Indenture. The agreement shall implement the provisions of this Supplemental Indenture that relate to such agent. The Company shall notify the Trustee of the name and address of any such agent. If the Company fails to maintain a Conversion Agent, the Company shall act as Conversion Agent. In addition to Section 2.4 6.9 of the Original Indenture, the Company may remove any Conversion Agent upon 30 days’ prior written notice to such Conversion Agent and to the Trustee; provided that no such removal shall become effective until (1) acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Company and such successor Conversion Agent and delivered to the Trustee or (2) notification to the Trustee that the Company shall serve as Conversion Agent until the appointment of a successor in accordance with clause (1) above. The Conversion Agent may resign at any time upon written notice; provided that the Trustee may resign as Conversion Agent only if the Trustee also resigns as Trustee in accordance with Section 7.8 6.9 of the Original Indenture. If the Conversion Agent receives any cash or shares of Common Stock hereunder, the Conversion Agent agrees to hold such cash or shares in trust for the sole benefit of the relevant Holders. The Company may appoint additional Conversion Agents and may approve any change in the office through which any Conversion Agent acts.

Registrar, Paying Agent and Conversion Agent. The Company agrees that the office or agency maintained by the Company pursuant to Sections 2.4 2.03 of the Original Indenture, with respect to the Notes, shall be located in the continental United States. The Company shall also maintain an office in the continental United States where the Notes may be presented for conversion (the “Conversion Agent”). The Company initially appoints the Trustee as the Conversion Agent and initially designates the office or agency maintained by the Company in New York City pursuant to Section 2.4 2.03 of the Original Indenture as the place of payment for the Notes (the “Place of Payment”). The Company shall enter into an appropriate agency agreement with any Conversion Agent not a party to this Supplemental Indenture. The agreement shall implement the provisions of this Supplemental Indenture that relate to such agent. The Company shall notify the Trustee of the name and address of any such agent. If the Company fails to maintain a Conversion Agent, the Company shall act as Conversion Agent. In addition to Section 2.4 2.03 of the Original Indenture, the Company may remove any Conversion Agent upon 30 days’ prior written notice to such Conversion Agent and to the Trustee; provided that no such removal shall become effective until (1) acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Company and such successor Conversion Agent and delivered to the Trustee or (2) notification to the Trustee that the Company shall serve as Conversion Agent until the appointment of a successor in accordance with clause (1) above. The Conversion Agent may resign at any time upon written notice; provided that the Trustee may resign as Conversion Agent only if the Trustee also resigns as Trustee in accordance with Section 7.8 7.08 of the Original Indenture. If the Conversion Agent receives any cash or shares of Common Stock hereunder, the Conversion Agent agrees to hold such cash or shares in trust for the sole benefit of the relevant Holders. The Company may appoint additional Conversion Agents and may approve any change in the office through which any Conversion Agent acts.

Registrar, Paying Agent and Conversion Agent. The Company agrees that the shall maintain an office or agency maintained by the Company pursuant to Sections 2.4 where Notes may be presented for registration of the Original Indenturetransfer or for exchange (“Registrar”), with respect to the Notes, shall be located an office or agency in the continental United States. The Company shall also maintain Borough of Manhattan, City of New York, New York, where Notes may be presented for payment (“Paying Agent”), an office in the continental United States or agency where the Notes may be presented for conversion (the “Conversion Agent”). The Company initially appoints the Trustee as the Conversion Agent ) and initially designates the an office or agency maintained by where notices to or upon the Company in New York City pursuant to Section 2.4 respect of the Original Notes and this Indenture as the place of payment may be served. The Registrar shall keep a register for the recordation of, and shall record, the names and addresses of Holders of the Notes, the Notes held by each Holder and the transfer, exchange and conversion of Notes (the “Place of PaymentRegister”). The entries in the Register shall be conclusive, and the parties may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Holder hereunder for all purposes of this Indenture. The Company may have one or more co-Registrars, one or more additional paying agents and one or more additional conversion agents. The term “Paying Agent” includes any additional paying agent, including any named pursuant to Section 4.06. The term “Conversion Agent” includes any additional conversion agent, including any named pursuant to Section 4.06. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Conversion Agent or co-Registrar not a party to this Supplemental Indenture. The Any such agreement shall implement the provisions of this Supplemental Indenture that relate to such agent. The Company shall notify the Trustee of the name and address of any such agent. If the Company fails to maintain a Registrar, Paying Agent or Conversion Agent, the Company shall Trustee may agree to act as Conversion Agent. In addition such and shall be entitled to appropriate compensation therefor pursuant to Section 2.4 7.06. The Company or any of its domestic wholly owned Subsidiaries may act as the Original IndenturePaying Agent, the Company may remove any Conversion Agent upon 30 days’ prior written notice to such Conversion Agent and to the Trustee; provided that no such removal shall become effective until (1) acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Company and such successor Conversion Agent and delivered to the Trustee or (2) notification to the Trustee that the Company shall serve as Conversion Agent until the appointment of a successor in accordance with clause (1) above. The Conversion Agent may resign at any time upon written notice; provided that the Trustee may resign as Conversion Agent only if the Trustee also resigns as Trustee in accordance with Section 7.8 of the Original Indenture. If the Conversion Agent receives any cash or shares of Common Stock hereunderRegistrar, the Conversion Agent agrees or a co-Registrar. The Company initially appoints the Trustee as the Paying Agent, the Conversion Agent, and the Registrar, in connection with the Notes, and the office of U.S. Bank National Association at 00 Xxxxxxxxxx Xxxxxx, St. Xxxx MN 55107-1419, Attention: Corporate Trust Services—Administrator for A. M. Castle & Co. 5.25% Convertible Senior Secured Notes due 2019, or such other address as the Trustee may designate from time to hold time by written notice to the Holders and the Company, to be such cash office or shares in trust agency of the Company for the sole benefit of the relevant Holdersaforesaid purposes. The Company may appoint additional at any time rescind or change the designation of the Paying Agent, the Conversion Agents and may Agent and/or the Registrar or approve any a change in the office location through which any Conversion Agent of them acts.