THE SECURITIES ACT.
AS USED
HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE
THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.
THE
INDENTURE CONTAINS A PROVISION REQUIRING THE INDENTURE TRUSTEE TO REFUSE TO
REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING RESTRICTIONS.
Each Book-Entry Note shall also bear the following legend on the face thereof:
57
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO WEST OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
TRANSFERS OF THIS BOOK-ENTRY NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS BOOK-ENTRY NOTE SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
SECTION 2.12 OF THE INDENTURE.
Each Regulation S Temporary Book-Entry Note shall bear the following legend on
the face thereof:
THIS NOTE IS A REGULATION S TEMPORARY BOOK-ENTRY NOTE WITHIN THE MEANING OF THE
INDENTURE REFERRED TO HEREINAFTER AND IS SUBJECT TO RESTRICTIONS ON THE TRANSFER
AND EXCHANGE THEREOF AND ON THE PAYMENT OF INTEREST THEREON AS SPECIFIED IN THE
INDENTURE.
Section 2.03
Note Registrar and Paying Agent
(A)
WITH RESPECT TO EACH SERIES OF NOTES, THERE SHALL AT ALL TIMES BE
MAINTAINED AN OFFICE OR AGENCY IN THE LOCATION SET FORTH IN SECTION 13.04 HEREOF
WHERE NOTES OF SUCH SERIES MAY BE PRESENTED OR SURRENDERED FOR REGISTRATION OF
TRANSFER OR FOR EXCHANGE (EACH, A "NOTE REGISTRAR"), AND FOR PAYMENT THEREOF
(EACH, A "PAYING AGENT") AND WHERE NOTICES TO OR DEMANDS
UPON WEST IN RESPECT
OF SUCH NOTES MAY BE SERVED. FOR SO LONG AS ANY SERIES OF NOTES IS LISTED ON ANY
STOCK EXCHANGE, WEST SHALL APPOINT AND MAINTAIN A PAYING AGENT AND A NOTE
REGISTRAR IN THE JURISDICTION IN WHICH SUCH STOCK EXCHANGE IS LOCATED.
WEST
SHALL CAUSE EACH NOTE REGISTRAR TO KEEP A REGISTER OF EACH SUCH SERIES OF NOTES
FOR WHICH IT IS ACTING AS NOTE REGISTRAR AND OF THEIR TRANSFER AND EXCHANGE (THE
"REGISTER").
WRITTEN NOTICE OF THE LOCATION OF EACH SUCH OTHER OFFICE OR AGENCY
AND OF ANY CHANGE OF LOCATION THEREOF SHALL BE GIVEN BY THE INDENTURE TRUSTEE TO
WEST AND THE HOLDERS OF SUCH SERIES.
IN THE EVENT THAT NO SUCH OFFICE OR AGENCY
SHALL BE MAINTAINED OR NO SUCH NOTICE OF LOCATION OR OF CHANGE OF LOCATION SHALL