TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
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SUBJECT TO, THE REGISTRATION REQUIREMENTS OF 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:
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 2.11 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
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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