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

Registrar, Paying Agent and Conversion Agent. The Company shall maintain an office or agency where Notes may be presented for registration of transfer or for 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 (“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 recording 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 “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 additional paying agent, including any named pursuant to Section 4.02. The term Conversion Agent includes any additional conversion agent, including any named pursuant to Section 4.02. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Conversion Agent or co-registrar not a party to this Indenture, which shall incorporate the terms of the TIA. Any such agreement shall implement the provisions of this 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 Trustee may agree to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 6.06. The Company or any of its domestically incorporated wholly owned Subsidiaries may act as Paying Agent, Registrar, Conversion Agent or 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 Corporate Trust Office to be such office or agency of the Company for the aforesaid purposes. The Company may at any time rescind the designation of the Paying Agent, Conversion Agent or the Registrar or approve a change in the location through which any of them acts.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain in the City of New York, New York or the City of Boston, Massachusetts an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”the "REGISTRAR"), an office or agency where Notes may be presented for payment (“Paying Agent”), the "PAYING AGENT") and an office or agency where the Notes may be presented for conversion (“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"CONVERSION AGENT"). The Registrar shall keep a register for the recording 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 “Register”). The entries in the Register shall be conclusive, "REGISTER") 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 Indenturetheir transfer and exchange. The Company may have appoint one or more co-registrars, registrars and one or more additional paying agents upon the reasonable approval of the other Registrar or Registrars or Paying Agent or Paying Agents, as the case may be, and one or more additional conversion agentsat the expense of the Company. The term Paying Agent "REGISTRAR" includes any co-registrar or co-registrars and the term "PAYING AGENT" includes any additional paying agentagent or paying agents. The Company may change any Paying Agent, including Conversion Agent or Registrar without notice to any named Holder. The Company shall promptly notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. The Company or any Subsidiary may act as Paying Agent (except for purposes specified in Sections 2.8 and 4.1), Conversion Agent or Registrar. If the Company fails to appoint or maintain itself or another Person as Registrar, Conversion Agent or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 4.02. The term Conversion Agent includes any additional conversion agent, including any named pursuant to Section 4.027.7. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Conversion Agent or co-registrar not a party to this Indenture, which shall incorporate the terms of the TIA. Any such The agreement shall implement the provisions of this Indenture that relate to such agentAgent. 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 Trustee may agree to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 6.06. The Company or any of its domestically incorporated wholly owned Subsidiaries may act as Paying Agent, Registrar, Conversion Agent or co-registrar. The Company initially appoints the office of the Trustee as the Paying Agent, the Conversion Agent, and the Registrar, in connection with the Notes, and at the Corporate Trust Office to be such office Office, and through it the offices of its agent, State Street Bank and Trust Company, N.A., 61 Bxxxxxxx, Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx the offices or agency agencies for each of the Company for the aforesaid purposes. The Company may at any time rescind the designation of the purposes designated in this Section 2.3 to act as Registrar, Paying Agent, Agent and Conversion Agent or with respect to the Registrar or approve a change in the location through which any of them actsNotes.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain an office or agency where Notes Securities may be presented for registration of transfer or for exchange (“Registrar”"REGISTRAR"), an office or agency where Notes Securities may be presented for redemption, repurchase or payment (“Paying Agent”"PAYING AGENT"), an office or agency where Notes Securities may be presented for conversion (“Conversion Agent”"CONVERSION AGENT") and an office or agency where notices and demands to or upon the Company in respect of the Notes 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 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 for the recording of, and shall record, the names and addresses of holders of the Notes, the Notes held by each holder Securities and the transfer, exchange of their transfer and conversion of 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 Indentureexchange. 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 4.026.5. The term Conversion Agent includes any additional conversion agent, including any named pursuant to Section 4.026.5. The Company shall enter into an appropriate limited agency agreement with any Registrar, Paying Agent, Conversion Agent or co-registrar not (in each case, if such Registrar, agent or co-registrar is a party to this Indenture, which shall incorporate Person other than the terms of the TIATrustee). Any such The agreement shall implement the provisions of this 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 Trustee may agree to shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 6.069.7. The Company or any Subsidiary or an Affiliate of its domestically incorporated wholly owned Subsidiaries either of them may act as Paying Agent, Registrar, Conversion Agent or co-registrar. The Company hereby initially appoints the Trustee as the Paying Agent, the Conversion Agent, and the Registrar, Paying Agent and Conversion Agent in connection with the Notes, and the Corporate Trust Office to be such office or agency of the Company for the aforesaid purposes. The Company may at any time rescind the designation of the Paying Agent, Conversion Agent or the Registrar or approve a change in the location through which any of them actsSecurities.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain in the continental United States an office or agency where Notes may be presented for registration of transfer or for 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 (“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 recording recordation of, and shall record, the names and addresses of holders of the NotesHolders, the Notes held by each holder 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 Holder hereunder for all purposes of this Indenture. The Company may have one or more co-registrarsRegistrars, one or more additional paying agents and one or more additional conversion agents. The term Paying Agent includes any such additional paying agent, including any named pursuant to Section 4.02agents. The term Conversion Agent includes any such additional conversion agent, including any named pursuant to Section 4.02agents. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Conversion Agent or co-registrar not a party to this Indenture, which shall incorporate the terms of the TIA. Any such agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall promptly notify the Trustee and the Holders of any change in the name and address of any such agentRegistrar, 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 served at the Corporate Trust Office or in accordance with Section 1.05; provided that the Trustee may agree to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 6.068.08. The Company or any of its domestically incorporated wholly owned Subsidiaries may act as Paying Agent, Registrar, Conversion Agent or co-registrarRegistrar. The Company initially appoints the Trustee as the Paying Agent, the Conversion Agent, and the Registrar, and as its agent for service of notice and demands in connection with the Notes, and the Corporate Trust Office to be such office or agency of the Company for the aforesaid purposes. The Company may at any time rescind 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 Paying Agent, Conversion Agent and Registrar must be located within the continental United States.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”), an office or agency in Minneapolis, Minnesota, where Notes may be presented for payment (“Paying Agent”), an office or agency where Notes may be presented for conversion (“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 recording recordation of, and shall record, the names and addresses of holders Holders of the Notes, the Notes held by each holder Holder and the transfer, exchange and conversion of 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 Holder hereunder for all purposes of this Indenture. The Company may have one or more co-registrarsRegistrars, one or more additional paying agents and one or more additional conversion agents. The term “Paying Agent Agent” includes any additional paying agent, including any named pursuant to Section 4.024.06. The term “Conversion Agent Agent” includes any additional conversion agent, including any named pursuant to Section 4.024.06. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Conversion Agent or co-registrar Registrar not a party to this Indenture, which shall incorporate the terms of the TIA. Any such agreement shall implement the provisions of this 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 Trustee may agree to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 6.067.06. The Company or any of its domestically incorporated domestic wholly owned Subsidiaries may act as the Paying Agent, the Registrar, the Conversion Agent or a co-registrarRegistrar. 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 Office 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 time by written notice to the Holders and the Company, to be such office or agency of the Company for the aforesaid purposes. The Company may at any time rescind or change the designation of the Paying Agent, the Conversion Agent or and/or the Registrar or approve a change in the location through which any of them acts.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain in the Borough of Manhattan, New York City an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”), an office or agency in where Notes may be presented for payment (“Paying Agent”), an office or agency where Notes may be presented for conversion (“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 recording recordation of, and shall record, the names and addresses of holders Holders of the Notes, the Notes held by each holder Holder and the transfer, exchange and conversion of 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 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 agent, including any named pursuant to Section 4.02agents. The term Conversion Agent includes any such additional conversion agent, including any named pursuant to Section 4.02agents. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Conversion Agent or co-registrar not a party to this Indenture, which shall incorporate the terms of the TIA. Any such agreement (a) shall implement the provisions of this Indenture that relate relating to such agentagent and (b) in the case of the Paying Agent, shall include the provisions set forth in Section 5.05. The Company shall promptly notify the Trustee of the name and address of any such agent, and of any change therein. 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 served at the Corporate Trust Office or in accordance with Section 14.01; provided that the Trustee may agree to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 6.068.06. The Company or any of its domestically incorporated wholly owned Subsidiaries may act as Paying Agent, Registrar, Conversion Agent or 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 Corporate Trust Office to be such office or agency of the Company for the aforesaid purposes. The Company may at any time rescind 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 Paying Agent, Conversion Agent and Registrar must be located within the Borough of Manhattan, New York City.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain an office or agency where Notes Securities may be presented for registration of transfer or for exchange (“Registrar”), an office or agency in the Borough of Manhattan, City of New York, where Notes Securities may be presented for payment (“Paying Agent”), an office or agency where Notes Securities may be presented for conversion (“Conversion Agent”) and an office or agency where notices to or upon the Company in respect of the Notes Securities and this Indenture may be served. The Registrar shall keep a register for the recording recordation of, and shall record, the names and addresses of holders Holders of the NotesSecurities, the Notes Securities held by each holder Holder and the transfer, exchange and conversion of Notes Securities (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 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 4.024.05. The term Conversion Agent includes any additional conversion agent, including any named pursuant to Section 4.024.05. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Conversion Agent or co-registrar not a party to this Indenture, which shall incorporate the terms of the TIA. Any such The agreement shall implement the provisions of this 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 Trustee may agree to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 6.067.07. The Company or any Subsidiary or an Affiliate of its domestically incorporated wholly owned Subsidiaries either of them may act as Paying Agent, Registrar, Conversion Agent or co-registrar. The Company initially appoints the Trustee as the Paying Agent, the Conversion Agent, and the Registrar, Conversion Agent and Paying Agent in connection with the Notes, and the Corporate Trust Office to be such office or agency of the Company for the aforesaid purposes. The Company may at any time rescind the designation of the Paying Agent, Conversion Agent or the Registrar or approve a change in the location through which any of them actsSecurities.

Registrar, Paying Agent and Conversion Agent. The Company shall Issuer will maintain (i) an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”), (ii) an office 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”) and an office or agency where notices to or upon the Company in respect ). The Registrar will keep a register of the Notes and this Indenture may be served. The Registrar shall keep a register for the recording of, of their transfer 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 “Register”). The entries in the Register shall be conclusive, and the parties Issuer 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 appoint one or more co-registrars, registrars and one or more additional paying agents and one or more additional conversion agents. The term “Registrar” includes any co-registrar, the term “Paying Agent Agent” includes any additional paying agent, including any named pursuant to Section 4.02. The and the term “Conversion Agent Agent” includes any additional conversion agent, including any named pursuant to Section 4.02. The Company shall enter into an appropriate agency agreement with Issuer may change any Registrar, Paying Agent, Conversion Agent or co-registrar not a party Registrar without notice to this Indenture, which shall incorporate the terms of the TIA. Any such agreement shall implement the provisions of this Indenture that relate to such agentany Holder. The Company shall Issuer will notify the Trustee in writing of the name and address of any such agentAgent not a party to this Supplemental Indenture. If the Company Issuer fails to appoint or maintain a another entity as Registrar, Paying Agent or Conversion Agent, the Trustee may agree to shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 6.06such. The Company Issuer or any of its domestically incorporated wholly owned Subsidiaries may act as Paying Agent, Registrar, Conversion Agent or co-registrarRegistrar. The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Issuer initially appoints the Trustee to act as the Registrar and Paying AgentAgent and to act as Custodian with respect to the Global Notes. The Issuer initially appoints Computershare Trust Company, N.A. and Computershare Inc. to act as Conversion Agent pursuant to a Voluntary Conversion Agent Agreement dated as of the Conversion Agentdate 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 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 when requested by the Trustee, and the Registrar, in connection with Trustee is entitled to rely conclusively on the Notes, and the Corporate Trust Office to be such office or agency accuracy of the Company for the aforesaid purposes. The Company may at any time rescind the designation of the Paying Agent, Conversion Agent or the Registrar or approve a change in the location through which any of them actsIssuer’s calculations without independent verification.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”), an office or agency in the Borough of Manhattan, City of New York, New York, where Notes may be presented for payment and through which the Company shall pay the principal of, and interest, including any Additional Interest on, and Additional Amounts with respect to, the Notes (“Paying Agent”), an office or agency where Notes may be presented for conversion (“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 recording recordation of, and shall record, the names and addresses of holders Holders of the Notes, the Notes held by each holder Holder and the transfer, exchange and conversion of 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 Holder hereunder for all purposes of this Indenture. The Company may have one or more co-registrarsRegistrars, 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 4.025.02. The term Conversion Agent includes any additional conversion agent, including any named pursuant to Section 4.025.02. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Conversion Agent or co-registrar Registrar not a party to this Indenture, which shall incorporate the terms of the TIA. Any such agreement shall implement the provisions of this 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 Trustee may agree to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 6.068.06. The Company or any of its domestically incorporated wholly owned Subsidiaries may act as Paying Agent, Registrar, Conversion Agent or co-registrarRegistrar. The Company initially appoints the Trustee The Bank of New York Mellon as the Paying Agent, the Transfer Agent, the Conversion Agent, and the Registrar, in connection with the Notes, and the Corporate Trust Office office of The Bank of New York Mellon, 000 Xxxxxxx Xxxxxx, Floor 4E, New York, NY 10286, USA, to be such office or agency of the Company for the aforesaid purposes. The Company may at any time rescind the designation obligation of the Agents are several, and not joint. If the Company maintains an additional Paying AgentAgent in a European Union member state, Conversion it will ensure that it maintains such Paying Agent in a European Union member state that will not be obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any other Directive implementing the Registrar conclusions of the ECOFIN Council meeting of November 26-27, 2000 or approve any law implementing or complying with, or introduced in order to conform to, such Directive (so long as there is such a change in the location through which any of them actsmember state).

Registrar, Paying Agent and Conversion Agent. ‌ The Company shall maintain an office or agency where Notes may shall be presented for registration of transfer or for exchange (“Registrar”), an office or agency where Notes may be presented for payment (“Paying Agent”), ) and an office or agency where Notes may be presented for conversion (“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 of the recording of, Notes (the “Notes Register”) and of their transfer and exchange. The Notes Register shall record, contain the names and addresses of holders the Holders and principal amounts (and stated interest) of the Notesamounts owing to, each Holder pursuant to the Notes held by each holder and the transfer, exchange and conversion of Notes (the “Register”)terms hereof from time to time. The entries in the Notes Register shall be conclusiveconclusive absent manifest error, and the parties may Company, the Trustee and the Holders shall treat each Person person whose name is recorded in the Notes Register pursuant to the terms hereof as a holder 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 may have 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 Agent” includes any additional paying agent, including any named pursuant to Section 4.02. The agent and the term “Conversion Agent Agent” includes any additional conversion agent, including any named pursuant to Section 4.02. The Company shall enter into an appropriate agency agreement with may change any Registrar, Paying Agent, Registrar or Conversion Agent or co-registrar not a party without notice to this Indenture, which shall incorporate the terms of the TIA. Any such agreement shall implement the provisions of this 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 Trustee may agree to shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 6.06such. The Company or any of its domestically incorporated wholly owned Subsidiaries may act as Paying Agent, Registrar, Registrar or Conversion Agent or co-registrarAgent. The Company initially appoints the Trustee to act as the Registrar, Paying Agent, the Agent and Conversion Agent, and the Registrar, in connection with the Notes, and the Corporate Trust Office to be such office or agency of the Company for the aforesaid purposes. The Company may at any time rescind the designation of the Paying Agent, Conversion Agent or the Registrar or approve a change in the location through which any of them acts.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”), an office or agency in the Borough of Manhattan, City of New York, New York, where Notes may be presented for payment (“Paying Agent”), an office or agency where Notes may be presented for conversion (“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 recording recordation of, and shall record, the names and addresses of holders Holders of the Notes, the Notes held by each holder Holder and the transfer, exchange and conversion of 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 Holder hereunder for all purposes of this Indenture. The Company may have one or more co-registrarsRegistrars, one or more additional paying agents and one or more additional conversion agents. The term “Paying Agent Agent” includes any additional paying agent, including any named pursuant to Section 4.024.06. The term “Conversion Agent Agent” includes any additional conversion agent, including any named pursuant to Section 4.024.06. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Conversion Agent or co-registrar Registrar not a party to this Indenture, which shall incorporate the terms of the TIA. Any such agreement shall implement the provisions of this 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 Trustee may agree to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 6.067.06. The Company or any of its domestically incorporated domestic wholly owned Subsidiaries may act as the Paying Agent, the Registrar, the Conversion Agent or a co-registrarRegistrar. 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 Office 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 time by written notice to the Holders and the Company, to be such office or agency of the Company for the aforesaid purposes. The Company may at any time rescind or change the designation of the Paying Agent, the Conversion Agent or and/or the Registrar or approve a change in the location through which any of them acts.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”), an office or agency in the Borough of Manhattan, City of New York, New York, where Notes may be presented for payment (“Paying Agent”), an office or agency where Notes may be presented for conversion (“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 recording recordation of, and shall record, the names and addresses of holders Holders of the Notes, the Notes held by each holder Holder and the transfer, exchange and conversion of 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 Holder hereunder for all purposes of this Indenture. The Company may have one or more co-registrarsRegistrars, one or more additional paying agents and one or more additional conversion agents. The term “Paying Agent Agent” includes any additional paying agent, including any named pursuant to Section 4.024.06. The term “Conversion Agent Agent” includes any additional conversion agent, including any named pursuant to Section 4.024.06. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Conversion Agent or co-registrar Registrar not a party to this Indenture, which shall incorporate the terms of the TIA. Any such agreement shall implement the provisions of this 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 Trustee may agree to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 6.067.06. The Company or any of its domestically incorporated domestic wholly owned Subsidiaries may act as the Paying Agent, the Registrar, the Conversion Agent or a co-registrarRegistrar. 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 Office 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 time by written notice to the Holders and the Company, to be such office or agency of the Company for the aforesaid purposes. The Company may at any time rescind or change the designation of the Paying Agent, the Conversion Agent or and/or the Registrar or approve a change in the location through which any of them acts.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain an office or agency where Notes Securities may be presented for registration of transfer or for exchange (“Registrar”), an office or agency where Notes Securities may be presented for payment (“Paying Agent”), an office or agency where Notes Securities may be presented for conversion (“Conversion Agent”) and an office or agency where notices to or upon the Company in respect of the Notes Securities and this Indenture may be served. The Registrar shall keep a register for the recording recordation of, and shall record, the names and addresses of holders of the NotesHolders, the Notes Securities held by each holder Holder and the transfer, exchange and conversion of Notes Securities (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 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 4.023.05. The term Conversion Agent includes any additional conversion agent, including any named pursuant to Section 4.023.05. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Conversion Agent or co-registrar not a party to this Indenture, which shall incorporate the terms of the TIA. Any such The agreement shall implement the provisions of this 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 Trustee may agree to shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 6.066.07. The Company or any of its domestically incorporated wholly owned Wholly Owned Subsidiaries may act as Paying Agent, Registrar, Conversion Agent or co-registrar. The Company initially appoints the Trustee as the Paying Agent, the Conversion Agent, and the Registrar, Conversion Agent and Paying Agent in connection with the NotesSecurities, and each of the Corporate Trust Office of the Trustee and the office or agency of the Trustee in New York, New York to be such office or agency of the Company for the aforesaid purposes. The Company may at any time rescind the designation of the Paying Agent, Conversion Agent or the Registrar or approve a change in the location through which any of them acts.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain an office or agency where Notes may be presented for registration of transfer or for 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 (“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 recording recordation of, and shall record, the names and addresses of holders Holders of the Notes, the Notes held by each holder Holder and the transfer, exchange and conversion of 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 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 4.024.05. The term Conversion Agent includes any additional conversion agent, including any named pursuant to Section 4.024.05. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Conversion Agent or co-registrar not a party to this Indenture, which shall incorporate the terms of the TIA. Any such agreement shall implement the provisions of this 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 Trustee may agree to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 6.067.07. The Company or any of its domestically incorporated wholly owned Wholly Owned Subsidiaries may act as Paying Agent, Registrar, Conversion Agent or 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 Corporate Trust Office to be such office or agency of the Company for the aforesaid purposes. The Company may at any time rescind the designation of the Paying Agent, Conversion Agent or the Registrar or approve a change in the location through which any of them acts.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain in the City of New York, New York an office or agency where Notes Debentures may be presented for registration of transfer or for exchange (“Registrar”the "REGISTRAR"), an office or agency where Notes Debentures may be presented for payment (“Paying Agent”), an office or agency where Notes may be presented for conversion (“Conversion Agent”the "PAYING AGENT") and an office or agency where notices to or upon the Company in respect of the Notes and this Indenture Debentures may be servedpresented for conversion (the "CONVERSION AGENT"). The Registrar shall keep a register for the recording 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 Debentures (the “Register”). The entries in the Register shall be conclusive, "REGISTER") 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 Indenturetheir transfer and exchange. The Company may have appoint one or more co-registrars, registrars and one or more additional paying agents upon the reasonable approval of the other Registrar or Registrars or Paying Agent or Paying Agents, as the case may be, and one or more additional conversion agentsat the expense of the Company. The term Paying Agent "REGISTRAR" includes any co-registrar or co-registrars and the term "PAYING AGENT" includes any additional paying agentagent or paying agents. The Company may change any Paying Agent, including Conversion Agent or Registrar without notice to any named Holder. The Company shall promptly notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. The Company or any Subsidiary may act as Paying Agent (except for purposes specified in Sections 2.8 and 4.1), Conversion Agent or Registrar. If the Company fails to appoint or maintain itself or another Person as Registrar, Conversion Agent or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 4.02. The term Conversion Agent includes any additional conversion agent, including any named pursuant to Section 4.027.7. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Conversion Agent or co-registrar not a party to this Indenture, which shall incorporate the terms of the TIA. Any such The agreement shall implement the provisions of this Indenture that relate to such agentAgent. 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 Trustee may agree to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 6.06. The Company or any of its domestically incorporated wholly owned Subsidiaries may act as Paying Agent, Registrar, Conversion Agent or co-registrar. The Company initially appoints the office of the Trustee at 127 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, Xxxx, 00000-0000, xxd through it the offices of its agent, Society Trust Company of New York, 5 Haxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx the offices or agencies for each of the purposes designated in this Section 2.3 to act as the Paying Agent, the Conversion Agent, and the Registrar, in connection with the Notes, Paying Agent and the Corporate Trust Office to be such office or agency of the Company for the aforesaid purposes. The Company may at any time rescind the designation of the Paying Agent, Conversion Agent or with respect to the Registrar or approve a change in the location through which any of them actsDebentures.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain in the continental United States an office or agency where Notes may be presented for registration of transfer or for 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 (“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 recording recordation of, and shall record, the names and addresses of holders of the NotesHolders, the Notes held by each holder 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 Holder hereunder for all purposes of this Indenture. The Company may have one or more co-registrarsRegistrars, one or more additional paying agents and one or more additional conversion agents. The term Paying Agent includes any such additional paying agent, including any named pursuant to Section 4.02agents. The term Conversion Agent includes any such additional conversion agent, including any named pursuant to Section 4.02agents. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Conversion Agent or co-registrar not a party to this Indenture, which shall incorporate the terms of the TIA. Any such agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall promptly notify the Trustee and the Holders of any change in the name and address of any such agentRegistrar, 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 may agree to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 6.068.08. The Company or any of its domestically incorporated wholly owned Subsidiaries may act as Paying Agent, Registrar, Conversion Agent or co-registrarRegistrar. The Company initially appoints the Trustee as the Paying Agent, the Conversion Agent, and the Registrar, and as its agent for service of notice and demands in connection with the Notes, and the Corporate Trust Office to be such office or agency of the Company for the aforesaid purposes. The Company may at any time rescind 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 Paying Agent, Conversion Agent and Registrar must be located within the continental United States.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain in the continental United States an office or agency where Notes may be presented for registration of transfer or for 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 (“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 recording recordation of, and shall record, the names and addresses of holders of the NotesHolders, the Notes held by each holder 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 Holder hereunder for all purposes of this Indenture. The Company may have one or more co-registrarsRegistrars, one or more additional paying agents and one or more additional conversion agents. The term Paying Agent includes any such additional paying agent, including any named pursuant to Section 4.02agents. The term Conversion Agent includes any such additional conversion agent, including any named pursuant to Section 4.02agents. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Conversion Agent or co-registrar not a party to this Indenture, which shall incorporate the terms of the TIA. Any such agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall promptly notify the Trustee of any change in the name and address of any such agentRegistrar, 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 served at the 000-0000-0000/13/AMERICAS Corporate Trust Office or in accordance with Section 1.05; provided that the Trustee may agree to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 6.068.08. The Company or any of its domestically incorporated wholly owned Subsidiaries may act as Paying Agent, Registrar, Conversion Agent or co-registrarRegistrar. The Company initially appoints the Trustee as the Paying Agent, the Conversion Agent, and the Registrar, in connection with the Notes, and the Corporate Trust Office to be such office or agency of the Company for the aforesaid purposes. The Company may at any time rescind 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 Paying Agent, Conversion Agent and Registrar must be located within the continental United States.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain in the continental United States an office or agency where Notes may be presented for registration of transfer or for 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 (“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 recording recordation of, and shall record, the names and addresses of holders of the NotesHolders, the Notes held by each holder 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 Holder hereunder for all purposes of this Indenture. The Company may have one or more co-registrarsRegistrars, one or more additional paying agents and one or more additional conversion agents. The term Paying Agent includes any such additional paying agent, including any named pursuant to Section 4.02agents. The term Conversion Agent includes any such additional conversion agent, including any named pursuant to Section 4.02agents. 000-0000-0000/7/AMERICAS The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Conversion Agent or co-registrar not a party to this Indenture, which shall incorporate the terms of the TIA. Any such agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall promptly notify the Trustee and the Holders of any change in the name and address of any such agentRegistrar, 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 served at the Corporate Trust Office or in accordance with Section 1.05; provided that the Trustee may agree to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 6.068.08. The Company or any of its domestically incorporated wholly owned Subsidiaries may act as Paying Agent, Registrar, Conversion Agent or co-registrarRegistrar. The Company initially appoints the Trustee as the Paying Agent, the Conversion Agent, and the Registrar, and as its agent for service of notice and demands in connection with the Notes, and the Corporate Trust Office to be such office or agency of the Company for the aforesaid purposes. The Company may at any time rescind 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 Paying Agent, Conversion Agent and Registrar must be located within the continental United States.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain in the Borough of Manhattan, New York City an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”), an office or agency in where Notes may be presented for payment (“Paying Agent”), an office or agency where Notes may be presented surrendered for conversion (“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 recording recordation of, and shall record, the names and addresses of holders Holders of the Notes, the Notes held by each holder Holder and the transfer, exchange and conversion of 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 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 agent, including any named pursuant to Section 4.02agents. The term Conversion Agent includes any such additional conversion agent, including any named pursuant to Section 4.02agents. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Conversion Agent or co-registrar not a party to this Indenture, which shall incorporate the terms of the TIA. Any such agreement (i) shall implement the provisions of this Indenture that relate relating to such agentagent and (ii) in the case of the Paying Agent, shall include the provisions set forth in Section 5.05. The Company shall promptly notify the Trustee of the name and address of any such agent, and of any change therein. If the Company fails to maintain any of 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 served at the Corporate Trust Office or in accordance with Section 15.01; provided that the Trustee may agree to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 6.068.06. The Company or any of its domestically incorporated wholly owned Subsidiaries may act as Paying Agent, Registrar, Conversion Agent or 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 Corporate Trust Office to be such office or agency of the Company for the aforesaid purposes. The Company may at any time rescind 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 Paying Agent, Conversion Agent and Registrar must have an office or agency located within the Borough of Manhattan, New York City.