Common use of Rule 904 Transfers Clause in Contracts

Rule 904 Transfers. If the transfer is being effected in accordance with Rule 904: (A) the Owner is not a distributor of the Securities, an affiliate of the Issuer or any such distributor or a person acting on behalf of any of the foregoing; (B) the offer of the Specified Securities was not made to a person in the United States; (C) either: (i) at the time the buy order was originated, the Transferee was outside the United States or the Owner and any person acting on its behalf reasonably believed that the Transferee was outside the United States, or (ii) the transaction is being executed in, on or through the facilities of the Eurobond market, as regulated by the Association of International Bond Dealers, or another designated offshore securities market and neither the Owner nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States; (D) no directed selling efforts have been made in the United States by or on behalf of the Owner or any affiliate thereof; (E) if the Owner is a dealer in securities or has received a selling concession, fee or other remuneration in respect of the Specified Securities, and the transfer is to occur during the Restricted Period, then the requirements of Rule 904(c) (1) have been satisfied; and (F) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act. (A) the transfer is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the Specified Securities were last acquired from the Issuer or from an affiliate of the Issuer, whichever is later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of Rule 144; or (B) the transfer is occurring after a holding period of at least two years (computed in accordance with paragraph (d) of Rule 144) has elapsed since the Specified Securities were last acquired from the Issuer or from an affiliate of the Issuer, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Issuer. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer and the Purchasers. Dated: ___________________________________ (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) by:________________________________ Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) A-3 129 ANNEX B -- Form of Restricted Securities Certificate RESTRICTED SECURITIES CERTIFICATE (For transfers pursuant to Section 2.13(b) (ii) and (iii) of the Indenture) IBJ Schrxxxx Xxxk & Trust Company, as Trustee One Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Re: 10% Senior Notes due 2006 of Octel Developments PLC (the "Securities") Reference is made to the Indenture, dates as of May 5, 1998 (the "Indenture"), among Octel Developments PLC (the "Issuer"), Octel Corp. (the "Guarantor") and IBJ Schrxxxx Xxxk & Trust Company, as Trustee. Terms used herein and defined in the indenture or in Regulation S or Rule 144 under the U.S. Securities Act of 1933, as amended (the "Securities Act") are used herein as so defined. This certificate relates to U.S. $____________ principal amount of Securities, which are evidenced by the following certificate(s) (the "Specified Securities"): CUSIP No(s). ___________________________________ CERTIFICATE No(s). _____________________________ The person in whose name this certificate is executed below (the "Undersigned") hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the "Owner". If the Specified Securities are represented by a Global Security, they are held through the Book-Entry Depositary who issued a Depositary Interest to the Depositary (or its nominee) who holds such interest in the name of the Undersigned. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be transferred to a person (the "Transferee") who will take delivery in the form of a Restricted Security. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected in B-1 130 accordance with Rule 144A or Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby further certifies as follows:

Rule 904 Transfers. If the transfer is being effected in accordance with Rule 904: (A) the Owner is not a distributor of the Securities, an affiliate of the Issuer Depositor or the Trust or any such distributor or a person acting on behalf of any of the foregoing; (B) the offer of the Specified Securities was not made to a person in the United States; (C) either:; (i) at the time the buy order was originated, the Transferee was outside the United States or the Owner and any person acting on its behalf reasonably believed that the Transferee was outside the United States, or (ii) the transaction is being executed in, on or through the facilities of the Eurobond market, as regulated by the Association of International Bond Dealers, or another designated offshore securities market and neither the Owner nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States; (D) no directed selling efforts have been made in the United States by or on behalf of the Owner or any affiliate thereof; (E) if the Owner is a dealer in securities or has received a selling concession, fee or other remuneration in respect of the Specified Securities, and the transfer is to occur during the Restricted Period, then the requirements of Rule 904(c) (1) have been satisfied; and (FE) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act. (A) the transfer is occurring after a holding period of at least one year two years (computed in accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Securities were last acquired from the Issuer Depositor or the Trust or from an affiliate (as such term is defined in Rule 144) of the IssuerDepositor or the Trust, whichever is later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of paragraphs (e), (f) and (h) of Rule 144; or; (B) the transfer is occurring after a holding period of at least two three years (computed in accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Securities were last acquired from the Issuer Depositor or the Trust or from an affiliate (as such term is defined in Rule 144) of the IssuerDepositor or the Trust, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Issuer. This certificate and Depositor or the statements contained herein are made for your benefit and Trust; or (C) the benefit of the Issuer and the Purchasers. Dated: ___________________________________ (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) by:________________________________ Name: Title: (If the Undersigned Owner is a corporation"qualified institutional buyer" within the meaning of Rule 144A, partnership and is transferring the Securities to an institution that is an "accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) A-3 129 ANNEX B -- Form of Restricted Securities Certificate RESTRICTED SECURITIES CERTIFICATE (For transfers pursuant to Section 2.13(b) (ii) and (iii7) of the Indenture) IBJ Schrxxxx Xxxk & Trust Company, as Trustee One Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Re: 10% Senior Notes due 2006 of Octel Developments PLC (the "Securities") Reference is made to the Indenture, dates as of May 5, 1998 (the "Indenture"), among Octel Developments PLC (the "Issuer"), Octel Corp. (the "Guarantor") and IBJ Schrxxxx Xxxk & Trust Company, as Trustee. Terms used herein and defined in the indenture or in Regulation S or Rule 144 under the U.S. Securities Act of 1933, as amended (the "Securities Act") are used herein as so defined. This certificate relates to U.S. $____________ principal amount of Securities, which are evidenced by the following certificate(s) (the "Specified Securities"): CUSIP No(s). ___________________________________ CERTIFICATE No(s). _____________________________ The person in whose name this certificate is executed below (the "Undersigned") hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the "Owner". If the Specified Securities are represented by a Global Security, they are held through the Book-Entry Depositary who issued a Depositary Interest to the Depositary (or its nominee) who holds such interest in the name of the Undersigned. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be transferred to a person (the "Transferee") who will take delivery in the form of a Restricted Security. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected in B-1 130 accordance with Rule 144A or Rule 144 D under the Securities Act and all applicable securities laws in a transaction exempt from the registration requirements of the states of the United States and other jurisdictions. Accordingly, the Owner hereby further certifies as follows:Securities Act.

Rule 904 Transfers. If the transfer is being effected in accordance with Rule 904: (A) the Owner is not a distributor of the Securities, an affiliate of the Issuer Corporation or any such distributor or a person acting on in behalf of any of the foregoing; (B) the offer of the Specified Securities was not made to a person in the United States; (C) either:; (i) at the time the buy order was originated, the Transferee was outside the United States or the Owner and any person acting on its behalf reasonably believed that the Transferee was outside the United States, or (ii) the transaction is being executed in, on or through the facilities of the Eurobond market, as regulated by the Association of International Bond Dealers, or another designated offshore securities market and neither the Owner nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States; (D) no directed selling efforts have been made in the United States by or on behalf of the Owner or any affiliate thereof; (E) if the Owner is a dealer in securities or has received a selling concession, fee or other remuneration in respect of the Specified Securities, and the transfer is to occur during the Restricted Period, then the requirements of Rule 904(c) (1) have been satisfied; and (FE) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Actact. (A) the transfer is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the Specified Securities were last acquired from the Issuer or from an affiliate of the Issuer, whichever is later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of Rule 144; or (B) the transfer is occurring after a holding period of at least two years (computed in accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Securities were last acquired from the Issuer Corporation or from an affiliate (as such term is defined in Rule 144) of the IssuerCorporation, whichever is later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of paragraphs (e), (f) and (h) of Rule 144; (B) the transfer is occurring after a holding period by the Owner of at least three years has elapsed since the date the Specified Securities were acquired from the Corporation or from an affiliate (as such term is defined in Rule 144) of the Corporation, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Issuer. This certificate and Corporation; or (C) the statements contained herein are made for your benefit and the benefit of the Issuer and the Purchasers. Dated: ___________________________________ (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) by:________________________________ Name: Title: (If the Undersigned Owner is a corporationqualified institutional buyer within the meaning of Rule 144a, partnership and is transferring the Securities to an institution that is an "accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) A-3 129 ANNEX B -- Form of Restricted Securities Certificate RESTRICTED SECURITIES CERTIFICATE (For transfers pursuant to Section 2.13(b) (ii) and (iii7) of the Indenture) IBJ Schrxxxx Xxxk & Trust Company, as Trustee One Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Re: 10% Senior Notes due 2006 of Octel Developments PLC (the "Securities") Reference is made to the Indenture, dates as of May 5, 1998 (the "Indenture"), among Octel Developments PLC (the "Issuer"), Octel Corp. (the "Guarantor") and IBJ Schrxxxx Xxxk & Trust Company, as Trustee. Terms used herein and defined in the indenture or in Regulation S or Rule 144 under the U.S. Securities Act of 1933, as amended (the "Securities Act") are used herein as so defined. This certificate relates to U.S. $____________ principal amount of Securities, which are evidenced by the following certificate(s) (the "Specified Securities"): CUSIP No(s). ___________________________________ CERTIFICATE No(s). _____________________________ The person in whose name this certificate is executed below (the "Undersigned") hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the "Owner". If the Specified Securities are represented by a Global Security, they are held through the Book-Entry Depositary who issued a Depositary Interest to the Depositary (or its nominee) who holds such interest in the name of the Undersigned. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be transferred to a person (the "Transferee") who will take delivery in the form of a Restricted Security. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected in B-1 130 accordance with Rule 144A or Rule 144 D under the Securities Act and all applicable securities laws in a transaction exempt from the registration requirements of the states of the United States and other jurisdictions. Accordingly, the Owner hereby further certifies as follows:Securities Act.

Rule 904 Transfers. If the transfer is being effected in accordance with Rule 904: (A) the Owner is not a distributor of the Securities, an affiliate of the Issuer Company or any such distributor or a person acting on behalf of any of the foregoing; (B) the offer of the Specified Securities was not made to a person in the United States; (C) either: (i) at the time the buy order was originated, the Transferee was outside the United States or the Owner and any person acting on its behalf reasonably believed that the Transferee was outside the United States, or (ii) the transaction is being executed in, on or through the facilities of the Eurobond market, as regulated by the Association of International Bond Dealers, or another designated offshore securities market and neither the Owner nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States; (D) no directed selling efforts have been made in the United States by or on behalf of the Owner or any affiliate thereof; (E) if the Owner is a dealer in securities or has received a selling concession, fee or other remuneration renumeration in respect of the Specified Securities, and the transfer is to occur during the Restricted Period, then the requirements of Rule 904(c) (1) have been satisfied; and (F) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act. (A) the transfer is occurring after a holding period of at least one year two years (computed in accordance with paragraph (d) of Rule 144) has elapsed since the Specified Securities were last acquired from the Issuer Company or from an affiliate of the IssuerCompany, whichever is later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of Rule 144; or (B) the transfer is occurring after a holding period of at least two three years (computed in accordance with paragraph (d) of Rule 144) has elapsed since the Specified Securities were last acquired from the Issuer Company or from an affiliate of the IssuerCompany, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the IssuerCompany. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer Company, the Guarantors and the Initial Purchasers. Dated: ___________________________________ ------------------------------------------------ (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) by:________________________________ By: --------------------------------------------- Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) A-3 129 179 ANNEX B -- Form of Restricted Securities Certificate RESTRICTED SECURITIES CERTIFICATE (For transfers pursuant to Section 2.13(b) 306(b)(ii), (iiiii), (iv) and (iiiv) of the Indenture) IBJ Schrxxxx Xxxk & First Bank National Association First Trust Company, as Trustee One Center 180 Xxxx Xxxxx Xxxxxx Xxx Xx. Xxxx, XX 00000 Xxxxxxxxx 55101 Re: 1010 1/4% Senior Notes due 2006 of Octel Developments PLC Allied Waste North America, Inc. (the "Securities") -------------------------------- Reference is made to the Indenture, dates dated as of May 5December 1, 1998 1996 (the "Indenture"), among Octel Developments PLC from Allied Waste North America, Inc. (the "IssuerCompany"), Octel Corp. the Guarantors named therein and Allied Waste Finance (the "Guarantor"Canada) and IBJ Schrxxxx Xxxk & Trust CompanyLtd., as future Guarantor to First Bank National Association, as Trustee. Terms used herein and defined in the indenture Indenture or in Regulation S Rule 144A or Rule 144 under the U.S. Securities Act of 1933, as amended 1933 (the "Securities Act") are used herein as so defined. This certificate relates to U.S. $_____________ principal amount of Securities, which are evidenced by the following certificate(s) (the "Specified Securities"): CUSIP No(s). ___________________________ ISIN No(s), If any. ____________________ CERTIFICATE No(s). _____________________________ The person in whose name this certificate is executed below (the "Undersigned") hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the "Owner". If the Specified Securities are represented by a Global Security, they are held through the Book-Entry Depositary who issued a Depositary Interest to the Depositary (or its nominee) who holds such interest an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be transferred to a person (the "Transferee") who will take delivery in the form of a Restricted Security. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected in B-1 130 accordance with Rule 144A or Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby further certifies as follows:In

Rule 904 Transfers. If the transfer is being effected in ------------------ accordance with Rule 904: (A) the Owner owner is not a distributor of the SecuritiesNotes, an affiliate of the Issuer Company or any such distributor or a person acting on behalf of any of the foregoing; (B) the offer of the Specified Securities Notes was not made to a person in the United States; (C) either: (i) at the time the buy order was originated, the Transferee was outside the United States or the Owner and any person acting on its behalf reasonably believed that the Transferee was outside the United States, or (ii) the transaction is being executed in, on or through the facilities of of, the Eurobond market, as regulated by the Association of International Bond Dealers, or another designated offshore securities market and neither the Owner nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States; (D) no directed selling efforts have been made in the United States by or on behalf of the Owner or any affiliate thereof; (E) if the Owner is a dealer in securities or has received a selling concession, fee or other remuneration in respect of the Specified SecuritiesNotes, and the transfer is to occur during the Restricted Period, then the requirements of Rule 904(c) (1904(c)(1) have been satisfied; and (F) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act. (A) the transfer is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the Specified Securities Notes were last acquired from the Issuer Company or from an affiliate of the IssuerCompany, whichever is later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of Rule 144; or (B) the transfer is occurring after a holding period of at least two years (computed in accordance with paragraph (d) of Rule 144) has elapsed since the Specified Securities Notes were last acquired from the Issuer Company or from an affiliate of the IssuerCompany, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the IssuerCompany. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer Company and the Initial Purchasers. Dated: ____________________________________________________________ (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) by:________________________________ By: ---------------------------------------------------------- Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) A-3 129 ANNEX B -- Form of Restricted Securities Notes Certificate RESTRICTED SECURITIES NOTES CERTIFICATE (For transfers pursuant to Section 2.13(b(S) 3.06(b)(ii), (iiiii), (iv) and (iiiv) of the Indenture) IBJ Schrxxxx Xxxk & United States Trust Company, as Trustee One Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Company of New York [Address] Re: 10-1/4% Senior Subordinated Notes due 2006 2007 of Octel Developments PLC AFC Enterprises, Inc. (the "SecuritiesNotes") --------------------------------- Reference is made to the Indenture, dates dated as of May 521, 1998 1997 (the "Indenture"), among Octel Developments PLC from AFC Enterprises, Inc. (the "Issuer"), Octel Corp. (the "GuarantorCompany") and IBJ Schrxxxx Xxxk & to United States Trust CompanyCompany of New York, as Trustee. Terms used herein and defined in the indenture Indenture or in Regulation S Rule 144A or Rule 144 under the U.S. Securities Act of 1933, as amended (the "Securities Act") ), are used herein as so defined. This certificate relates to U.S. $_________________ principal amount of SecuritiesNotes, which are evidenced by the following certificate(scertificates) (the "Specified SecuritiesNotes"): CUSIP No(s). ____________________________ ISIN No(s), If any. _____________________ CERTIFICATE No(s). _____________________________ The person in whose name this certificate is executed below (the "Undersigned") hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities Notes or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities Notes and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the "Owner". If the Specified Securities Notes are represented by a Global SecurityNote, they are held through the Book-Entry Depositary who issued a Depositary Interest to the Depositary (or its nominee) who holds such interest an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities Notes are not represented by a Global SecurityNotes, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities Notes be transferred to a person Person (the "Transferee") who will take delivery in the form of a Restricted SecurityNote. In connection with such transfer, the Owner owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected in B-1 130 accordance with Rule 144A or Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner owner hereby further certifies as followsas: