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

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 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 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 Paying Agent, the Conversion Agent, 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 (the “Registrar”), an office or agency where Notes may be presented for payment (the “Paying Agent”), ) and an office or agency where Notes may be presented for conversion (the “Conversion Agent”) and an ). The Corporate Trust Office shall be considered as one such office or agency where notices to or upon of the Company in respect for each of the Notes and this Indenture may be servedaforesaid purposes. 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 Indenturetheir transfer and exchange. 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, the term “Registrar” includes any co-registrars and the term “Conversion Agent” includes any additional conversion agent. The Company initially appoints the Trustee as (i) Registrar, Paying Agent includes any such additional paying agentsand Conversion Agent in connection with the Notes and (ii) the Depositary custodian with respect to the Global Notes. The term Company may enter into an appropriate agency agreement with any Registrar, Paying Agent or Conversion Agent includes any not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such additional conversion agentsagent. The Company shall promptly notify the Trustee and the Holders of any change in the name and address of any Registrarsuch agent, Paying Agent and Conversion Agentif not the Trustee. 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 act as such and shall be entitled to appropriate compensation therefor pursuant to Section 8.087.07. The Company or any of its domestically organized Wholly Owned Subsidiaries may act as Paying Agent or Registrar. The Company may act as Paying Agent, remove any Registrar, Paying Agent or Conversion Agent or co-Registrar. The Company initially appoints the Trustee as the Paying Agent, the Conversion Agent, the upon written notice to such 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 to the continental United StatesTrustee; 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, as the case may be, and delivered to the Trustee or (2) notification to the Trustee, and accepted by the Trustee, that the 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.

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 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 recordation of, and shall record, the names and addresses of HoldersHolders of the Notes, 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 Agent” includes any such additional paying agentsagent, including any named pursuant to Section 4.06. The term “Conversion Agent Agent” includes any such additional conversion agentsagent, including any named pursuant to Section 4.06. The Company shall promptly enter into an appropriate agency agreement with any Registrar, Paying Agent, Conversion Agent or co-Registrar not a party to this Indenture. Any such agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee and the Holders in writing of any change in the name and address of any Registrar, Paying Agent and Conversion Agentsuch 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 8.087.06. The Company or any of its domestic wholly owned Subsidiaries may act as the Paying Agent, the Registrar, the Conversion Agent or a co-Registrar. 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 office of ▇▇▇▇▇ Fargo Bank, National Association at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, 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; 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 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 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, Securities 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 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 agentsagent, including any named pursuant to Section 6.5. The term Conversion Agent includes any such additional conversion agentsagent, including any named pursuant to Section 6.5. The Company shall promptly enter into an appropriate limited agency agreement with any Registrar, Paying Agent, Conversion Agent or co-registrar (in each case, if such Registrar, agent or co-registrar is a Person other than the Trustee). The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee and the Holders of any change in the name and address of any Registrar, Paying Agent and Conversion Agentsuch 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 act as such and shall be entitled to appropriate compensation therefor pursuant to Section 8.089.7. The Company or any Subsidiary or an Affiliate of either of them may act as Paying Agent, Registrar, Conversion Agent or co-Registrarregistrar. The Company hereby initially appoints the Trustee as the Paying Agent, the Conversion Agent, the Registrar, Paying Agent and as its agent for service of notice and demands 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 acts; provided that the Paying Agent, Conversion Agent and Registrar must be located within the continental United StatesSecurities.

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 (“the "Registrar”"), an office or agency where Notes may be presented for redemption or repurchase, if applicable, and for payment (“the "Paying Agent”)") and, 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, of Notes and shall record, the names of their transfer 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, registrars and one or more additional paying agents and one or more additional conversion agentsagents for Notes. The term "Paying Agent Agent" includes any such additional paying agents. The agent, the term Conversion Agent "Registrar" includes any such additional co-registrar and the term "Conversion Agent" includes any additional conversion agentsagent. The Company shall promptly enter into an appropriate agency agreement with any Registrar, Paying Agent or Conversion Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Company shall notify the Trustee and the Holders of any change in the name and address of any such Agent 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 and or Conversion AgentAgent 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, 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 act as such and shall be entitled to appropriate compensation therefor pursuant to Section 8.089.06. The Company or any Subsidiary incorporated or organized within the United States of America may act as Paying Agent, Registrar, Conversion Agent or co-Registrar. The Company initially appoints the Trustee as the Paying Agent, the Conversion Agent, the Registrar, Paying Agent and as its agent for service of notice and demands 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 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 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 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 Paying Agent, the Conversion Agent, 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 Securities may be presented for registration of transfer or for exchange (“Registrar”"REGISTRAR"), an office or agency where Notes Securities may be presented for 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 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 Securities (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 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 agentsagent, including any named pursuant to Section 6.5. The term Conversion Agent includes any such additional conversion agentsagent, including any named pursuant to Section 6.5. The Company shall promptly enter into an appropriate limited agency agreement with any Registrar, Paying Agent, Conversion Agent or co-registrar (in each case, if such Registrar, agent or co-registrar is a Person other than the Trustee). Each agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee and the Holders of any change in the name and address of any Registrar, Paying Agent and Conversion Agentsuch 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 act as such and shall be entitled to appropriate compensation therefor pursuant to Section 8.089.7. The Company 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, the Registrar, Paying Agent and as its agent for service of notice and demands 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 acts; provided that the Paying Agent, Conversion Agent and Registrar must be located within the continental United StatesSecurities.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain in the continental United States (i) an office or agency where Notes may be presented for registration of transfer or for exchange (including any co-registrar, the “Registrar”), (ii) an office or agency where Notes may be presented for payment (“Paying Agent”), an ) and (iii) a Conversion Agent office or agency where Notes may be presented or surrendered for conversion (“Conversion Agent”) and an office or agency where notices to or upon the Company in respect of 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 may be servedIndenture. 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 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 “Register”)Registrar reissues the surrendered Note to the Transferee Holder or (ii) the Registrar issues a new Note to the Transferee Holder. The entries Conversion Agent must be informed of any conversion in accordance with the Register 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 may change any Paying Agent, Conversion Agent, Registrar or co-registrar without prior notice to any Holder of a Note. The Company shall be conclusive, notify the Trustee in writing and the parties may treat each Person whose Trustee shall notify the Holders of the Notes of the name is recorded in the Register pursuant and address of any Agent not a party to the terms hereof as a Holder hereunder for all purposes of this Indenture. The Company may have one act as Paying Agent, Registrar 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 agentsregistrar. The Company shall promptly enter into an appropriate agency agreement with any Agent not a party to this Indenture. The agreement shall implement the provisions hereof that relate to such Agent. The Company shall notify the Trustee and the Holders Agents in writing of any change in the name and address of any Registrar, Paying Agent and Conversion such Agent. If the Company fails to maintain a Registrar, Paying Agent or Conversion Agent, any presentationsor fails to give the foregoing notice, 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 Company shall direct the Trustee to act as such, and shall be entitled to appropriate compensation therefor pursuant in accordance with Section 7.6. Notwithstanding anything to Section 8.08the 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 may initially appoints The Depository Trust Company to act as Paying AgentDepositary with respect to each Global Note. Initially, Registrareach Global Note shall be issued to the Depositary, Conversion Agent or co-Registrar. 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, the Conversion Agent, 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 for the Notes and to act as custodian with respect to the Global Notes. In 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 perform its obligations under this Indenture, the Company shall forthwith appoint an additional agent who shall provide written notice of such to the Trustee. Such additional Agent shall become the Paying Agent hereunder upon written acceptance of the duties and obligations set forth herein. Subject to the payment by the Company to the Paying Agent of any fees, costs, expenses or other obligations owed and outstanding to the Paying Agent, the costs and expenses (including its counsels’ fees and expenses) incurred by the additional Agent in connection with such proceeding shall be located within paid by the continental 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 StatesStates 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 Paying Agent is acting in its capacity as intermediary with respect to all payments made under any Notes.

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 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 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 ▇▇▇-▇▇▇▇-▇▇▇▇/13/AMERICAS 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 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”"REGISTRAR"), an office or agency where Notes may be presented for redemption, repurchase or payment (“Paying Agent”"PAYING AGENT"), an office or agency where Notes 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 and this Indenture may be served. Such office shall be the Corporate Trust Office of the Trustee. Pursuant to Section 6.5, the Company shall 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 Notes and this Indenture may be served in the Borough of Manhattan, The City of New York. Such office in New York shall be initially located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 8W, New York, New York 10286. 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, "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 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 agentsagent, including any named pursuant to Section 6.5. The term Conversion Agent includes any such additional conversion agentsagent, including any named pursuant to Section 6.5. The Company shall promptly enter into an appropriate limited agency agreement with any Registrar, Paying Agent, Conversion Agent or co-registrar (in each case, if such Registrar, agent or co-registrar is a Person other than the Trustee). Each such agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee and the Holders of any change in the name and address of any Registrar, Paying Agent and Conversion Agentsuch 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 act as such and shall be entitled to appropriate compensation therefor pursuant to Section 8.089.7. The Company 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, the Registrar, Paying Agent and as its agent for service of notice and demands 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 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 recordation of, and shall record, the names and addresses of HoldersHolders of the Notes, 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-Registrarsregistrars, one or more additional paying agents and one or more additional conversion agents. The term Paying Agent includes any such additional paying agentsagent, including any named pursuant to Section 4.05. The term Conversion Agent includes any such additional conversion agentsagent, including any named pursuant to Section 4.05. The Company shall promptly 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 and the Holders of any change in the name and address of any Registrar, Paying Agent and Conversion Agentsuch 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 8.087.07. 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 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 recordation of, and shall record, the names and addresses of HoldersHolders of the Notes, 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-Registrarsregistrars, 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 enter into an appropriate agency agreement with any Registrar, Paying Agent, Conversion Agent or co-registrar not a party to this Indenture, which (a) shall implement the provisions of this Indenture relating to such agent 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 and the Holders of any change in the name and address of any Registrarsuch agent, Paying Agent and Conversion Agentof 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 18 served at the Corporate Trust Office or in accordance with with Section 1.0514.01; provided that the Trustee shall be entitled to appropriate compensation therefor pursuant to Section 8.088.06. The Company 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 StatesBorough of Manhattan, New York City.

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 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 recordation of, and shall record, the names and addresses of HoldersHolders of the Notes, 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 Agent” includes any such additional paying agentsagent, including any named pursuant to Section 4.06. The term “Conversion Agent Agent” includes any such additional conversion agentsagent, including any named pursuant to Section 4.06. The Company shall promptly enter into an appropriate agency agreement with any Registrar, Paying Agent, Conversion Agent or co-Registrar not a party to this Indenture. Any such agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee and the Holders of any change in the name and address of any Registrar, Paying Agent and Conversion Agentsuch 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 8.087.06. The Company or any of its domestic wholly owned Subsidiaries may act as the Paying Agent, the Registrar, the Conversion Agent or a co-Registrar. 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 office of U.S. Bank National Association at ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, St. ▇▇▇▇ 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; 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 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 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, "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 such co-registrar or co-registrars and the term "PAYING AGENT" includes any additional paying agent or paying agents. The term Company may change any Paying Agent, Conversion Agent includes or Registrar without notice to any such additional conversion agentsHolder. The Company shall promptly notify the Trustee and the Holders in writing of any change in the name and address of any Registrar, 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 AgentAgent or Registrar. If the Company fails to appoint or maintain a itself or another Person as Registrar, Paying Conversion Agent or Conversion Paying 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 act as such and shall be entitled to appropriate compensation therefor pursuant to Section 8.087.7. The Company may act as Paying shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such Agent, Registrar, Conversion Agent or co-Registrar. The Company shall notify the Trustee of the name and address of any such Agent. The Company initially appoints the office of the Trustee as the Paying Agent, the Conversion Agent, the Registrar, and as its agent for service of notice and demands 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 B▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ 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 acts; provided that the Paying Agent, Conversion Agent and Registrar must be located within the continental United StatesNotes.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain in the continental United States 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 recordation of, and shall record, the names and addresses of HoldersHolders of the Notes, 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-Registrarsregistrars, 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 enter into an appropriate agency agreement with any Registrar, Paying Agent, Conversion Agent or co-registrar not a party to this Indenture, which (i) shall implement the provisions of this Indenture relating to such agent 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 and the Holders of any change in the name and address of any Registrarsuch agent, Paying Agent and Conversion Agentof 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 18 served at the Corporate Trust Office or in accordance with Section 1.0515.01; provided that the Trustee shall be entitled to appropriate compensation therefor pursuant to Section 8.088.06. The Company 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 have an office or agency located within the continental United StatesBorough of Manhattan, New York City.

Registrar, Paying Agent and Conversion Agent. The Company shall maintain in the continental United States 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 recordation of, and shall record, the names and addresses of HoldersHolders of the Securities, the Notes Securities held by each Holder and the transfer, exchange and conversion of the 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 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 agentsagent, including any named pursuant to Section 4.05. The term Conversion Agent includes any such additional conversion agentsagent, including any named pursuant to Section 4.05. The Company shall promptly 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. The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee and the Holders of any change in the name and address of any Registrar, Paying Agent and Conversion Agentsuch 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 8.087.07. The Company or any Subsidiary or an Affiliate of either of them may act as Paying Agent, Registrar, Conversion Agent or co-Registrarregistrar. The Company initially appoints the Trustee as the Paying Agent, the Conversion Agent, the Registrar, Conversion Agent and as its agent for service of notice and demands 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 acts; provided that the Paying Agent, Conversion Agent and Registrar must be located within the continental United StatesSecurities.