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                                                               EXHIBIT 10.01
                                                                  EXECUTION COPY



                          TENTH SUPPLEMENTAL INDENTURE

      This TENTH SUPPLEMENTAL INDENTURE, dated as of April 9, 2003 (this "TENTH
SUPPLEMENTAL INDENTURE"), among ALLIED WASTE NORTH AMERICA, INC., a corporation
duly organized and existing under the laws of the State of Delaware (the
"COMPANY"), having its principal office at 15880 North Greenway-Hayden Loop,
Suite 100, Scottsdale, Arizona 85260, ALLIED WASTE INDUSTRIES INC., a
corporation duly organized and existing under the laws of the State of Delaware
("ALLIED" or the "PARENT GUARANTOR"), each of the other GUARANTORS signatory
hereto (collectively with the Parent Guarantor, the "GUARANTORS") and U.S. BANK
NATIONAL ASSOCIATION, a national banking association, as Trustee (the
"TRUSTEE").

                                   WITNESSETH:

      WHEREAS, the Company, the Guarantors and the Trustee executed and
delivered an Indenture, dated as of December 23, 1998 (the "INDENTURE"), to
provide for the issuance by the Company from time to time of debt securities
evidencing its indebtedness;

      WHEREAS, pursuant to Board Resolution (the "RESOLUTIONS"), the Company has
authorized the issuance of $450.0 million of its 7-7/8% Senior Notes due 2013
(the "NOTES");

      WHEREAS, the Notes will be guaranteed (the "SENIOR GUARANTEES") by Allied
and each of the other Guarantors;

      WHEREAS, the Company and the Guarantors have filed, in accordance with the
provisions of the Securities Act of 1933, as amended, and the rules and
regulations thereunder (collectively, the "SECURITIES ACT"), with the Securities
and Exchange Commission a registration statement on Form S-3, as amended (File
No. 333-101607) (the "REGISTRATION STATEMENT");

      WHEREAS, the Notes and the Senior Guarantees have been registered under
the Securities Act pursuant to the Registration Statement;

      WHEREAS, the Notes shall be secured by a first priority lien on: (1) all
the Capital Stock of BFI's domestic Restricted Subsidiaries and certain of our
other wholly-owned subsidiaries (the "DOMESTIC PLEDGED STOCK"); (2) 65% of the
Capital Stock of BFI's foreign Restricted Subsidiaries (the "FOREIGN PLEDGED
STOCK"); and (3) all tangible and intangible assets (other than real property)
currently owned by BFI, substantially all of its domestic Restricted
Subsidiaries and certain of our other wholly-owned subsidiaries (collectively,
the "ASSETS"). The Domestic Pledged Stock, the Foreign Pledged Stock and the
Assets are referred collectively as the "COLLATERAL;"

      WHEREAS, BFI and its Subsidiaries that own the Collateral entered into an
amendment on January 25, 2001 to the Shared Collateral Pledge Agreement, dated
July 30, 1999, among the Company, BFI and certain of its Subsidiaries and The
Chase Manhattan Bank, as the collateral trustee thereunder (the "COLLATERAL
TRUSTEE") (as amended, the "PLEDGE AGREEMENT"), an amendment on January 25, 2001
to the Shared Collateral Security Agreement, dated July 30, 1999, among the
Company, BFI and certain of its Subsidiaries and the collateral trustee (as
amended, the "SECURITY AGREEMENT"), and an amendment on January 25, 2001 to the
Collateral Trust Agreement, dated July 30, 1999, among the Company, BFI and
certain of its Subsidiaries and the collateral trustee (together with the Pledge
Agreement and the Security Agreement, the "SECURITY AGREEMENTS"). The Company
and Allied entered into an amendment on December 17, 2002 (the "AMENDMENT"), to
the Credit Facility. Upon issuance of the Notes, the Security Agreements, along
with the Amendment, will provide for the grant by BFI, its Subsidiaries and
certain of

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our other wholly-owned subsidiaries to the collateral agent for the ratable
benefit of the Holders of the Notes of a pledge of, or security interest in, as
the case may be, the Collateral; and

      WHEREAS, the Company desires to establish the terms of the Notes in
accordance with Section 3.1 of the Indenture and to establish the form of the
Notes in accordance with Section 2.1 of the Indenture.

                                   ARTICLE I.
                                      TERMS

      Section 1.01 TERMS OF THE NOTES.

      The following terms relating to the Notes are hereby established:

      (1) The Notes shall constitute a series of Securities having the title
"7-7/8% Senior Notes due 2013." The Notes shall form their own series for voting
purposes and shall not be part of the same class or series as any other senior
notes issued by the Company.

      (2) The aggregate principal amount of the Notes that may be authenticated
and delivered under this Tenth Supplemental Indenture shall be unlimited;
provided, however, that the Company complies with the provisions of this Tenth
Supplemental Indenture, including subsection 12(d) of this Section 1.01.

      (3) Maturity. The entire outstanding principal of the Notes shall be
payable on April 15, 2013 (the "STATED MATURITY DATE").

      (4) Interest and Payments. The rate at which the Notes shall bear interest
shall be 7-7/8%. Interest on the Notes shall accrue from the date hereof. The
Interest Payment Dates for the Notes on which interest will be payable shall be
April 15 and October 15 of each year, beginning October 15, 2003; the Regular
Record Dates for the interest payable on the Notes on any Interest Payment Date
shall be April 1 with respect to the April 15 Interest Payment Date and October
1 with respect to the October 15 Interest Payment Date. Interest on overdue
principal and premium, if any, shall be at a rate of 2% per annum in excess of
the rate then in effect; interest on overdue installments of interest shall be
at the same rate, to the extent lawful; and the basis upon which interest shall
be calculated shall be that of a 360-day year consisting of twelve 30-day
months.

      The place where the principal of (and premium, if any) and interest with
respect to and interest on the Notes shall be payable and the Notes may be
surrendered for the registration of transfer or exchange shall be the Corporate
Trust Office of the Trustee which, as of this writing, is located at 100 Wall
Street, 20th Floor New York, New York 10005, Attention: Corporate Trust
Administration. The place where notices or demands to or upon the Company in
respect of the Notes and this Tenth Supplemental Indenture may be served shall
be the Corporate Trust Office of the Trustee. In addition, payment of interest
on any Note may, at the option of the Company, be made by check mailed to the
address of the Person in whose name the Note is registered at the close of
business on the Regular Payment Date; provided, however, that all payments of
principal, premium, if any, and interest on the Notes to Holders of which have
given wire instructions to the Company or the Paying Agent at least 10 Business
Days prior to the applicable payment date shall be made by wire transfer to an
account maintained by such Holder entitled thereto as specified by such Holder
in the instructions.

      (5) Optional Redemption. The Notes shall not be subject to any redemption
at the option of the Company except as set forth in this paragraph (5).


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            (a) At any time, or from time to time, prior to April 15, 2006, up
      to 33-1/3% in aggregate principal amount of the Notes originally issued
      under this Tenth Supplemental Indenture shall be redeemable, at the option
      of the Company, from the net proceeds of one or more Public Offerings of
      Capital Stock (other than Redeemable Interests) of Allied, at a Redemption
      Price equal to 107.875% of the principal amount thereof, together with
      accrued but unpaid interest to the Redemption Date (subject to the right
      of Holders of record on the relevant Regular Record Date to receive
      interest due on an Interest Payment Date that is on or prior to the
      Redemption Date); provided that the notice of redemption with respect to
      any such redemption is mailed within 30 days following the closing of the
      corresponding Public Offering.

            (b) On or after April 15, 2008, the Company may redeem all or a part
      of the Notes upon not less than 30 nor more than 60 days' notice, at the
      redemption prices (expressed as percentages of principal amount) set forth
      below plus accrued and unpaid interest, if any, thereon, to the applicable
      redemption date, if redeemed during the twelve-month period beginning on
      April 15 of the years indicated below:

<TABLE>
<CAPTION>
Year                                  Percentage
----                                  ----------
<S>                                   <C>
2008................................   103.938%
2009................................   102.625%
2010................................   101.313%
2011 and thereafter.................   100.000%
</TABLE>


      (6) Except as set forth under subsections 12(a) and (b) of this Section
1.01 of this Tenth Supplemental Indenture, the Notes shall not have the benefit
of any mandatory redemption or sinking fund of the Company.

      (7) The Notes shall be issuable in denominations of $1,000.

      (8) Payments of the principal of (and premium, if any) and interest with
respect to the Notes shall be made in U.S. Dollars, and the Notes shall be
denominated in U.S. Dollars.

      (9) The Trustee shall also be the Security Registrar and Paying Agent.

      (10) The entire outstanding principal amount of and any accrued interest,
if any, on the Notes shall be payable upon declaration of acceleration of the
maturity thereof pursuant to Article 5 of the Indenture.

      (11) The Notes shall be payable on the Stated Maturity Date in an amount
equal to the principal amount thereof plus any accrued and unpaid interest
accrued to the Stated Maturity Date.

      (12) There shall be the following additions to the covenants set forth in
the Indenture with respect to the Notes, which shall be effective only for so
long as any of the Notes are Outstanding:

            (a) Asset Dispositions.

            The Company shall not make, and shall not permit any Restricted
      Subsidiary to make, any Asset Disposition unless: (i) the Company (or such
      Restricted Subsidiary, as the case may be) receives consideration at the
      time of such disposition at least equal to the fair market value of the
      shares or the assets disposed of, as determined in good faith by the Board
      of Directors for any transaction (or series of transactions) involving in
      excess of $10


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      million and not involving the sale of equipment or other assets
      specifically contemplated by the Company's capital expenditure budget
      previously approved by the Board of Directors; (ii) at least 75% (or any
      lesser amount as provided below) of the consideration received by the
      Company (or such Restricted Subsidiary) consists of (A) cash or readily
      marketable cash equivalents, (B) the assumption of Debt or other
      liabilities reflected on the consolidated balance sheet of the Company and
      its Restricted Subsidiaries in accordance with generally accepted
      accounting principles (excluding Debt or any other liabilities subordinate
      in right of payment to the Notes) and release from all liability on such
      Debt or other liabilities assumed, (C) assets used in, or stock or other
      ownership interests in a Person that upon the consummation of such Asset
      Disposition becomes a Restricted Subsidiary and will be principally
      engaged in, the business of the Company or any of its Restricted
      Subsidiaries as such business is conducted immediately prior to such Asset
      Disposition, (D) any securities, notes or other obligations received by
      the Company or any such Restricted Subsidiary from such transferee that
      are contemporaneously (subject to ordinary settlement periods) converted
      by the Company or such Restricted Subsidiary into cash or Cash Equivalents
      (to the extent of cash and Cash Equivalents received), (E) any Designated
      Noncash Consideration received pursuant to this clause (E) that is at the
      time outstanding, not to exceed 15% of Consolidated Total Assets at the
      time of the receipt of such Designated Noncash Consideration (with the
      fair market value of each item of Designated Noncash Consideration being
      measured at the time received and without giving effect to subsequent
      changes in value), or (F) any combination thereof; and (iii) 100% of the
      Net Available Proceeds from such Asset Disposition (including from the
      sale of any marketable cash equivalents received therein) are applied by
      the Company or a Restricted Subsidiary as follows: (A) first, within one
      year from the later of the date of such Asset Disposition or the receipt
      of such Net Available Proceeds, to repayment of Debt of the Company or its
      Restricted Subsidiaries then outstanding under the Credit Facility which
      would require such application or which would prohibit payments pursuant
      to clause (B); (B) second, to the extent Net Available Proceeds are not
      required to be applied as specified in clause (A), to purchases of
      outstanding Notes and other Debt of the Company that ranks pari passu in
      right of payment to the Notes (on a pro rata basis based upon the
      outstanding aggregate principal amount thereof) pursuant to an Offer to
      Purchase (to the extent such an offer is not prohibited by the terms of
      the Credit Facility then in effect) at a purchase price equal to 100% of
      the principal amount thereof plus accrued interest to the date of purchase
      (subject to the rights of Holders of record on the relevant Regular Record
      Date to receive interest due on an Interest Payment Date that is on or
      prior to the purchase date); and (C) third, to the extent of any remaining
      Net Available Proceeds following completion of such Offer to Purchase, to
      any other use as determined by the Company which is not otherwise
      prohibited by this Tenth Supplemental Indenture and provided further that
      the 75% limitation referred to in clause (ii) above shall not apply to any
      Asset Disposition if the consideration received therefrom, as determined
      in good faith by the Company's Board of Directors, is equal to or greater
      than what the after-tax proceeds would have been had the Asset Disposition
      complied with the aforementioned 75% limitation.

            Notwithstanding the foregoing, the Company shall not be required to
      comply with the provisions described in clause (iii) of the preceding
      paragraph: (i) if the Net Available Proceeds ("REINVESTED AMOUNTS") are
      invested or committed to be invested within one year from the later of the
      date of the related Asset Disposition or the receipt of such Net Available
      Proceeds in assets that will be used in the business of the Company or any
      of its Restricted Subsidiaries as such business is conducted prior to such
      Asset Disposition (determined by the Board of Directors in good faith) or
      (ii) to the extent the Company


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      elects to redeem the Notes with the Net Available Proceeds pursuant to any
      of the provisions of subsection (5) of this Section 1.01.

            Notwithstanding the foregoing, the Company shall not be required to
      comply with the requirements described in clause (ii) of the second
      preceding paragraph if the Asset Disposition is an Excepted Disposition.

            Any Offer to Purchase pursuant to this subsection 12(a) shall be
      effected by the sending of the written terms and conditions thereof (the
      "OFFER DOCUMENT") by the Company, by first class mail, to Holders of the
      Notes within 30 days after the date which is one year after the later of
      the date of consummation of the Asset Disposition referred to in this
      subsection 12(a) or the receipt of the Net Available Proceeds from such
      Asset Disposition. The aggregate principal amount of the Notes to be
      offered to be purchased pursuant to the Offer to Purchase shall equal the
      Net Available Proceeds required to be made available therefor pursuant to
      clause (iii)(B) of this subsection 12(a) (rounded down to the next lowest
      integral multiple of $1,000). Each Holder shall be entitled to tender all
      or any portion of the Notes owned by such Holder pursuant to the Offer to
      Purchase, subject to the requirement that any portion of a Note tendered
      must be tendered in an integral multiple of $1,000 principal amount.

            (b) Change of Control.

            Within 30 days following the date the Company becomes aware of the
      consummation of a transaction that results in a Change of Control (as
      defined below), the Company shall commence an Offer to Purchase all
      outstanding Notes, at a purchase price equal to 101% of their aggregate
      principal amount plus accrued interest, if any, to the date of purchase
      (subject to the rights of Holders of record on the relevant Regular Record
      Date to receive interest due on an Interest Payment Date that is on or
      prior to the date of purchase).

            A "CHANGE OF CONTROL" shall be deemed to have occurred in the event
      that, after the date of this Tenth Supplemental Indenture,

            (i) so long as the Company is a Subsidiary of Allied: (a) any
      Person, or any Persons (other than a Permitted Allied Successor), acting
      together that would constitute a "Group" (a "GROUP") for purposes of
      Section 13(d) of the Exchange Act (an "ALLIED GROUP"), together with any
      Affiliates or Related Persons thereof (other than any employee stock
      ownership plan), beneficially own 50% or more of the total voting power of
      all classes of Voting Stock of Allied, (b) any Person or Allied Group,
      together with any Affiliates or Related Persons thereof, succeeds in
      having a sufficient number of its nominees who have not been approved by
      the Continuing Directors elected to the Board of Directors of Allied such
      that such nominees, when added to any existing director remaining on the
      Board of Directors of Allied after such election who is an Affiliate or
      Related Person of such Person or Allied Group, shall constitute a majority
      of the Board of Directors of Allied, or (c) there occurs any transaction
      or series of related transactions other than a merger, consolidation or
      other transaction with a Related Business in which the shareholders of
      Allied immediately prior to such transaction (or series) receive (I)
      solely Voting Stock of Allied (or its successor or parent, as the case may
      be), (II) cash, securities and other property in an amount which could be
      paid by the Company as a Restricted Payment under this Tenth Supplemental
      Indenture after giving pro forma effect to such transaction, or (III) a
      combination thereof, and the beneficial owners of the Voting Stock of
      Allied immediately


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      prior to such transaction (or series) do not, immediately after such
      transaction (or series), beneficially own Voting Stock representing more
      than 50% of the total voting power of all classes of Voting Stock of
      Allied (or in the case of a transaction (or series) in which another
      entity becomes a successor to, or parent of, Allied, of the successor or
      parent entity), and

            (ii) if the Company is not a Subsidiary of Allied: (a) any Person,
      or any Persons (other than a Permitted Allied Successor), acting together
      that would constitute a Group for purposes of Section 13(d) of the
      Exchange Act (an "AWNA GROUP"), together with any Affiliates or Related
      Persons thereof (other than any employee stock ownership plan)
      beneficially own 50% or more of the total voting power of all classes of
      Voting Stock of the Company, (b) any Person or AWNA Group, together with
      any Affiliates or Related Persons thereof, succeeds in having a sufficient
      number of its nominees who have not been approved by the Continuing
      Directors elected to the Board of Directors of the Company such that such
      nominees, when added to any existing director remaining on the Board of
      Directors of the Company after such election who is an Affiliate or
      Related Person of such Person or AWNA Group, shall constitute a majority
      of the Board of Directors of the Company, or (c) there occurs any
      transaction or series of related transactions other than a merger,
      consolidation or other transaction with a Related Business in which the
      shareholders of the Company immediately prior to such transaction (or
      series) receive (I) solely Voting Stock of the Company (or its successor
      or parent, as the case may be), (II) cash, securities and other property
      in an amount which could be paid by the Company as a Restricted Payment
      under this Tenth Supplemental Indenture after giving pro forma effect to
      such transaction, or (III) a combination thereof, and the beneficial
      owners of the Voting Stock of the Company immediately prior to such
      transaction (or series) do not, immediately after such transaction (or
      series), beneficially own Voting Stock representing more than 50% of the
      total voting power of all classes of Voting Stock of the Company (or in
      the case of a transaction (or series) in which another entity becomes a
      successor to the Company, of the successor entity).

            The Company shall comply with the requirements of Rule 14e-1 under
      the Exchange Act and any other securities laws and regulations thereunder
      to the extent such laws and regulations are applicable in connection with
      the repurchase of the Notes resulting from a Change of Control.

            The Company and the Trustee shall perform their respective
      obligations specified in the Offer Document for the Offer to Purchase.
      Prior to the Purchase Date, the Company shall (i) accept for payment Notes
      or portions thereof tendered pursuant to the Offer to Purchase, (ii)
      deposit with the Paying Agent (or, if the Company is acting as its own
      Paying Agent, segregate and hold in trust as provided in Section 9.3 of
      the Indenture) money sufficient to pay the Purchase Price of all Notes or
      portions thereof so accepted and (iii) deliver or cause to be delivered to
      the Trustee all Notes so accepted together with an Officers' Certificate
      stating the Notes or portions thereof accepted for payment by the Company.
      The Paying Agent (or the Company if so acting) shall promptly mail or
      deliver to Holders of Notes so accepted payment in an amount equal to the
      Purchase Price for each $1,000 of Notes so accepted, and the Company shall
      promptly execute a new Note or Notes equal in principal amount to any
      unpurchased portion of the Note surrendered as requested by the Holder,
      and the Guarantors shall promptly execute their Senior Guarantees to be
      endorsed thereon, and thereafter the Trustee shall promptly authenticate
      and mail or deliver to such Holders such new Note or Notes. Any Note not
      accepted for payment shall be promptly mailed or delivered by the Company
      to the Holder thereof. The


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      Company shall publicly announce the results of the Offer to Purchase on or
      as soon as practicable after the Purchase Date.

            (c) Changes in Covenants when Senior Notes rated Investment Grade.

            Following the first date upon which the Notes are rated the
      following: (i) Baa3 or better by Moody's Investors Service, Inc.
      ("MOODY'S") and BB+ or better by Standard & Poor's Ratings Group ("S&P");
      or (ii) BBB- or better by S&P and Ba1 or better by Moody's (a "RATING
      EVENT") (or, in any case, if such person ceases to rate the Notes for
      reasons outside of the control of the Company, the equivalent investment
      grade credit rating from any other "nationally recognized statistical
      rating organization" (within the meaning of Rule 15c3-1(c)(2)(vi)(F) under
      the Exchange Act) selected by the Company as a replacement agency) (the
      "RATING EVENT DATE") (and provided no Event of Default or event that with
      notice or the passage of time would constitute an Event of Default shall
      exist on the Rating Event Date), the covenants specifically listed under
      subsections 12(a), 12(d), 12(e), 12(f), 12(h) and 12(j) of this Section
      1.01 of this Tenth Supplemental Indenture shall no longer be applicable to
      the Notes. At no time after a Rating Event Date will the provisions and
      covenants contained in this Tenth Supplemental Indenture at the time of
      the issuance of the Notes that cease to be applicable after the Rating
      Event Date be reinstated.

            (d) Limitation on Consolidated Debt.

            The Company shall not incur any Debt and shall not permit Restricted
      Subsidiaries to Incur any Debt or issue Preferred Stock unless,
      immediately after giving effect to the Incurrence of such Debt or issuance
      of such Preferred Stock and the receipt and application of the proceeds
      thereof, the Consolidated EBITDA Coverage Ratio of the Company for the
      four full fiscal quarters next preceding the Incurrence of such Debt or
      issuance of such Preferred Stock, calculated on a pro forma basis if such
      Debt had been Incurred or such Preferred Stock had been issued and the
      proceeds thereof had been received and so applied at the beginning of the
      four full fiscal quarters, would be greater than 2.0 to 1.0.

            Without regard to the foregoing limitations, the Company or any
      Restricted Subsidiary of the Company may Incur the following Debt:

                  (i) Debt under the Credit Facility in an aggregate principal
            amount at any one time outstanding not to exceed the amount
            permitted to be borrowed thereunder;

                  (ii) Debt evidenced by the Notes and the Senior Guarantees;

                  (iii) Debt owed by the Company to any Restricted Subsidiary or
            Debt owed by a Restricted Subsidiary to the Company or to a
            Restricted Subsidiary; provided, however, that in the event that
            either (x) the Company or the Restricted Subsidiary to which such
            Debt is owed transfers or otherwise disposes of such Debt to a
            Person other than the Company or another Restricted Subsidiary, or
            (y) such Restricted Subsidiary ceases to be a Restricted Subsidiary,
            the provisions of this clause (iii) shall no longer be applicable to
            such Debt and such Debt shall be deemed to have been incurred at the
            time of such transfer or other disposition or at the time such
            Restricted Subsidiary ceases to be a Restricted Subsidiary;


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                  (iv) Debt outstanding on the date of this Tenth Supplemental
            Indenture;

                  (v) Debt Incurred in connection with an acquisition, merger or
            consolidation transaction permitted under the provisions described
            under Section 7.1 of the Indenture (as superseded by subsection 13
            of this Section 1.01 of this Tenth Supplemental Indenture), which
            Debt: (x) was issued by a Person prior to the time such Person
            becomes a Restricted Subsidiary in such transaction (including by
            way of merger or consolidation with the Company or another
            Restricted Subsidiary) and was not issued in contemplation of such
            transaction, or (y) is issued by the Company or a Restricted
            Subsidiary to a seller in connection with such transaction, in an
            aggregate amount for all such Debt issued pursuant to the provisions
            of this Tenth Supplemental Indenture described under this clause (v)
            and then outstanding does not exceed 7.5% of the Consolidated Total
            Assets of the Company at the time of such Incurrence;

                  (vi) Debt consisting of Permitted Interest Rate or Currency
            Protection Agreements;

                  (vii) Debt Incurred to renew, extend, refinance or refund any
            outstanding Debt permitted in the preceding paragraph or in clauses
            (i) through (v) above or Incurred pursuant to this clause (vii);
            provided, however, that such Debt does not exceed the principal
            amount of Debt so renewed, extended, refinanced or refunded (plus
            the amount of any premium and accrued interest, plus customary fees,
            consent payments, expenses and costs relating to the Debt so
            renewed, extended, refinanced or refunded) ("Permitted Refinancing
            Debt"); and

                  (viii) Debt not otherwise permitted to be Incurred pursuant to
            clauses (i) through (vii) above, which, in aggregate amount,
            together with the aggregate amount of all other Debt previously
            Incurred pursuant to the provisions of this clause (viii) and then
            outstanding, does not exceed 7.5% of the Consolidated Total Assets
            of the Company at the time of such Incurrence.

            (e) Limitation on Restricted Payments.

      The Company shall not, and shall not permit any Restricted Subsidiary to,
directly or indirectly: (i) declare or pay any dividend, or make any
distribution, of any kind or character (whether in cash, property or securities)
in respect of the Capital Stock of the Company or any Restricted Subsidiary or
to the Holders thereof in their capacity as such, excluding: (x) any dividends
or distributions to the extent payable in shares of the Capital Stock of the
Company (other than Redeemable Interests) or in options, warrants or other
rights to acquire the Capital Stock of the Company (other than Redeemable
Interests), (y) dividends or distributions by a Restricted Subsidiary to the
Company or another Wholly-Owned Restricted Subsidiary, and (z) the payment of
pro rata dividends by a Restricted Subsidiary to Holders of both minority and
majority interests in such Restricted Subsidiary); (ii) purchase, redeem or
otherwise acquire or retire for value: (a) any Capital Stock of the Company or
any Capital Stock of or other ownership interests in any Subsidiary or any
Affiliate or Related Person of the Company, or (b) any options, warrants or
rights to purchase or acquire shares of Capital Stock of the Company or any
Capital Stock of or other ownership interests in any Subsidiary or any Affiliate
or Related Person of the Company (excluding, in each case of (a) and (b), the
purchase, redemption, acquisition or retirement by any Restricted Subsidiary of
any of its Capital Stock, other


                                       8
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ownership interests or options, warrants or rights to purchase such Capital
Stock or other ownership interests, in each case, owned by the Company or a
Wholly-Owned Restricted Subsidiary); (iii) make any Investment that is not a
Permitted Investment; or (iv) redeem, defease, repurchase, retire or otherwise
acquire or retire for value prior to any scheduled maturity, repayment or
sinking fund payment, Debt of the Company that is subordinate in right of
payment to the Notes (each of the transactions described in clauses (i) through
(iv) being a "RESTRICTED PAYMENT"), if:

            (1) an Event of Default, or an event that with the lapse of time or
      the giving of notice, or both, would constitute an Event of Default, shall
      have occurred and be continuing; or

            (2) the Company would, at the time of such Restricted Payment and
      after giving pro forma effect thereto as if such Restricted Payment had
      been made at the beginning of the most recently ended four full fiscal
      quarter period for which internal financial statements are available
      immediately preceding the date of such Restricted Payment, not have been
      permitted to Incur at least $1.00 of additional Debt pursuant to the
      Consolidated EBITDA Coverage Ratio test set forth in the first paragraph
      under subsection 12(d) of this Section 1.01 of this Tenth Supplemental
      Indenture; or

            (3) upon giving effect to such Restricted Payment, the aggregate of
      all Restricted Payments (excluding Restricted Payments permitted by
      clauses (ii), (iii), (iv), (v) and (vii) of the next succeeding paragraph)
      from the date of this Tenth Supplemental Indenture (the amount so
      expended, if other than in cash, determined in good faith by the Board of
      Directors) exceeds the sum, without duplication, of: (a) 50% of the
      aggregate Consolidated Net Income (or, in case Consolidated Net Income
      shall be negative, less 100% of such deficit) for the period (taken as one
      accounting period) from the beginning of the second fiscal quarter of
      fiscal year 2001 to the end of the Company's most recently ended fiscal
      quarter for which internal financial statements are available at the time
      of such Restricted Payment; (b) 100% of the aggregate net cash proceeds
      from the issuance and sale to Allied of Capital Stock (other than
      Redeemable Interests) of the Company and options, warrants or other rights
      to acquire Capital Stock (other than Redeemable Interests and Debt
      convertible into Capital Stock) of the Company and the principal amount of
      Debt and Redeemable Interests of the Company that has been converted into
      Capital Stock (other than Redeemable Interests) of the Company after
      January 30, 2001, provided that any such net proceeds received by the
      Company from an employee stock ownership plan financed by loans from the
      Company or a Subsidiary of the Company shall be included only to the
      extent such loans have been repaid with cash on or prior to the date of
      determination; (c) 50% of any dividends received by the Company or a
      Wholly-Owned Restricted Subsidiary after January 30, 2001 from an
      Unrestricted Subsidiary of the Company; and (d) $300 million.

      The foregoing covenant shall not be violated by reason of

            (i) the payment of any dividend within 60 days after declaration
      thereof if at the declaration date such payment would have complied with
      the foregoing covenant;


                                       9
<PAGE>

            (ii) any refinancing or refunding of Debt permitted if such
      refinancing or refunding is permitted pursuant to clause (vii) of the
      second paragraph under subsection 12(d) of this Section 1.01 of this Tenth
      Supplemental Indenture;

            (iii) the purchase, redemption or other acquisition or retirement
      for value of any Debt or Capital Stock of the Company or any options,
      warrants or rights to purchase or acquire shares of Capital Stock of the
      Company in exchange for, or out of the net cash proceeds of, the
      substantially concurrent issuance or sale (other than to a Restricted
      Subsidiary of the Company) of Capital Stock (other than Redeemable
      Interests) of the Company; provided that the amount of any such net cash
      proceeds that are utilized for any such purchase, redemption or other
      acquisition or retirement for value shall be excluded from clause (3)(b)
      in the foregoing paragraph of this subsection 12(e);

            (iv) the repurchase, redemption, defeasance, retirement, refinancing
      or acquisition for value or payment of principal of any subordinated Debt
      or Capital Stock through the issuance of new subordinated Debt or Capital
      Stock of the Company.

            (v) the repurchase of any subordinated Debt at a purchase price not
      greater than 101% of the principal amount of such subordinated Debt in the
      event of a Change of Control pursuant to a provision similar to the
      provision contained in subsection 12(b) of this Section 1.01 of this Tenth
      Supplemental Indenture; provided that prior to such repurchase the Company
      has made the Change of Control Offer (the "CHANGE OF CONTROL OFFER") as
      provided in such covenant with respect to the Notes and repurchased all
      Notes validly tendered for repayment in connection with such Change of
      Control Offer;

            (vi) the purchase or redemption of any Debt from Net Available
      Proceeds to the extent permitted under subsection 12(a) of this Section
      1.01 of this Tenth Supplemental Indenture;

            (vii) the repurchase, redemption, defeasance, retirement,
      refinancing or acquisition for value the principal of the Subordinated
      Notes; and

            (viii) payments pursuant to the Intercompany Agreements.

      Upon the designation of any Restricted Subsidiary as an Unrestricted
Subsidiary, an amount equal to the greater of the book value and the fair market
value of all assets of such Restricted Subsidiary at the end of the Company's
most recently ended fiscal quarter for which internal financial statements are
available prior to such designation shall be deemed to be a Restricted Payment
at the time of such designation for purposes of calculating the aggregate amount
of Restricted Payments (including the Restricted Payment resulting from such
designation) permitted under this subsection 12(e) of Section 1.01 of this Tenth
Supplemental Indenture.

      (f) Limitations Concerning Distributions by Subsidiaries, Etc.

      The Company shall not, and shall not permit any Restricted Subsidiary to,
suffer to exist any consensual encumbrance or restriction on the ability of such
Restricted Subsidiary: (i) to pay, directly or indirectly, dividends or make any
other distributions in


                                       10
<PAGE>

respect of its Capital Stock or other ownership interests or pay any Debt or
other obligation owed to the Company or any other Restricted Subsidiary, (ii) to
make loans or advances to the Company or any other Restricted Subsidiary, or
(iii) to sell, lease or transfer any of its property or assets to the Company or
any Wholly-Owned Restricted Subsidiary, except, in any such case, any
encumbrance or restriction existing pursuant to: (a) the Notes, the Indenture,
the Senior Guarantees or any other agreement in effect on the date of this Tenth
Supplemental Indenture; (b) the Credit Facility, including any Guarantees of or
Liens securing the Debt Incurred thereunder; (c) an agreement relating to any
Debt Incurred by such Subsidiary prior to the date on which such Subsidiary was
acquired by the Company and outstanding on such date and not incurred in
anticipation of becoming a Subsidiary; (d) an agreement which has been entered
into for the pending sale or disposition of all or substantially all of the
Capital Stock, other ownership interests or assets of such Subsidiary, provided
that such restriction terminates upon consummation or abandonment of such
disposition and upon termination of such agreement; (e) customary non-assignment
provisions in leases and other agreements entered into in the ordinary course of
business; (f) restrictions contained in any security agreement (including a
capital lease) securing Debt permitted to be Incurred under this Tenth
Supplemental Indenture that impose restrictions of the nature described in
clause (iii) above on the property subject to the Lien of such security
agreement; (g) an agreement effecting a renewal, extension, refinancing or
refunding of Debt incurred pursuant to an agreement referred to in clause (a),
(b) or (f) above; provided, however, that the provisions relating to such
encumbrance or restriction contained in such renewal, extension, refinancing or
refunding agreement are no more restrictive in any material respect than the
provisions contained in the agreement it replaces, as determined in good faith
by the Board of Directors; or (h) such encumbrance or restriction is the result
of applicable corporate law or regulation relating to the payment of dividends
or distributions.

      (g) Limitation on Liens.

      Allied shall not, and the Company shall not, and shall not permit any of
its Restricted Subsidiaries to, create, Incur, assume or otherwise cause or
suffer to exist or become effective any Lien (other than Permitted Liens) upon
any of their property or assets, now owned or hereafter acquired to secure Debt
of Allied, the Company or any of its Restricted Subsidiaries.

      (h) Limitation on Transactions with Affiliates and Related Persons.

      The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit
of, any Affiliate of the Company (each of the foregoing, an "AFFILIATE
TRANSACTION"), unless: (a) such Affiliate Transaction is on terms that are no
less favorable to the Company or such Restricted Subsidiary than those that
would have been obtained in a comparable transaction by the Company or such
Restricted Subsidiary with an unrelated Person; and (b) the Company delivers to
the Trustee, with respect to any Affiliate Transaction or series of related
Affiliate Transactions involving aggregate consideration in excess of $10
million, either: (i) a resolution of the Board of Directors set forth in an
Officers' Certificate certifying that such Affiliate Transaction complies with
clause (a) above and that such Affiliate Transaction has been approved by a
majority of the disinterested members of the Board of Directors, or (ii) an
opinion as to the fairness to the


                                       11
<PAGE>

Company or such Restricted Subsidiary, as the case may be, of such Affiliate
Transaction from a financial point of view issued by an accounting, appraisal or
investment banking firm of national standing.

      Notwithstanding the foregoing, the following items shall not be deemed to
be Affiliate Transactions: (a) customary directors' fees, indemnification or
similar arrangements or any employment agreement or other compensation plan or
arrangement entered into by the Company or any of its Restricted Subsidiaries in
the ordinary course of business including ordinary course loans to employees not
to exceed: (i) $5 million outstanding in the aggregate at any time, and (ii) $2
million to any one employee and consistent with the past practice of the Company
or such Restricted Subsidiary; (b) loans by the Company and its Restricted
Subsidiaries to employees of Allied or any of its Subsidiaries in connection
with management incentive plans not to exceed $25 million at any time
outstanding; provided that such limitation shall not apply to loans the proceeds
of which are used to purchase common stock of: (i) the Company from the Company,
or (ii) Allied from Allied if and to the extent that Allied utilizes the
proceeds thereof to acquire Capital Stock (other than Redeemable Interests) of
the Company; (c) transactions between or among the Company and/or its Restricted
Subsidiaries; (d) payments of customary fees by the Company or any of its
Restricted Subsidiaries to investment banking firms and financial advisors made
for any financial advisory, financing, underwriting or placement services or in
respect of other investment banking activities, including, without limitation,
in connection with acquisitions or divestitures which are approved by a majority
of the Board of Directors in good faith; (e) any agreement as in effect on the
date of this Tenth Supplemental Indenture or any amendment thereto (so long as
such amendment is not disadvantageous to the Holders of the Notes in any
material respect) or any transaction contemplated thereby; and (f) Restricted
Payments that are permitted by the provisions of subsection 12(e) of this
Section 1.01 of this Tenth Supplemental Indenture.

      (i) Provision of Financial Information.

      Whether or not Allied is required to be subject to Section 13(a) or 15(d)
of the Exchange Act, or any successor provision thereto, the Company (or Allied
for so long as the Company is a Wholly-Owned Subsidiary of Allied) shall file
with the Commission the annual reports, quarterly reports and other documents
which the Company (or Allied for so long as the Company is a Wholly-Owned
Subsidiary of Allied) would have been required to file with the Commission
pursuant to such Section 13(a) or 15(d) or any successor provision thereto if
the Company (or Allied for so long as the Company is a Wholly-Owned Subsidiary
of Allied) were so required, such documents to be filed with the Commission on
or prior to the respective dates (the "REQUIRED FILING DATES") by which the
Company would have been required so to file such documents if the Company were
so required. The Company shall also in any event: (a) within 15 days of each
Required Filing Date file with the Trustee copies of the annual reports,
quarterly reports and other documents which the Company (or Allied for so long
as the Company is a Wholly-Owned Subsidiary of Allied) filed with the Commission
pursuant to such Section 13(a) or 15(d) or any successor provisions thereto or
would have been required to file with the Commission pursuant to such Section
13(a) or 15(d) or any successor provisions thereto if the Company (or Allied for
so long as the Company is a Wholly-Owned Subsidiary of Allied) were required to
comply with such Sections, and (b) if filing such documents by the Company (or
Allied for so long as the Company is a Wholly-Owned Subsidiary of Allied) with
the Commission is not permitted under the Exchange Act, promptly upon written
request supply copies of such documents to any prospective Holder.


                                       12
<PAGE>

      (j) Unrestricted Subsidiaries.

      The Company at any time may designate any Person that is a Subsidiary, or
after the date of this Tenth Supplemental Indenture becomes a Subsidiary, of the
Company as an "UNRESTRICTED SUBSIDIARY," whereupon (and until such Person ceases
to be an Unrestricted Subsidiary) such Person and each other Person that is then
or thereafter becomes a Subsidiary of such Person shall be deemed to be an
Unrestricted Subsidiary. In addition, the Company may at any time terminate the
status of any Unrestricted Subsidiary as an Unrestricted Subsidiary, whereupon
such Subsidiary and each other Subsidiary of the Company (if any) of which such
Subsidiary is a Subsidiary shall be a Restricted Subsidiary.

      Notwithstanding the foregoing, no change in the status of a Subsidiary of
the Company from a Restricted Subsidiary to an Unrestricted Subsidiary or from
an Unrestricted Subsidiary to a Restricted Subsidiary will be effective, and no
Person may otherwise become a Restricted Subsidiary, if:

            (i) in the case of any change in status of a Restricted Subsidiary
      to an Unrestricted Subsidiary, the Restricted Payment resulting from such
      change, would violate the provisions of clause (3) of the first paragraph
      of subsection 12(e) of this Section 1.01 of this Tenth Supplemental
      Indenture; or

            (ii) such change or other event would otherwise result (after the
      giving of notice or the lapse of time, or both) in an Event of Default.

      In addition and notwithstanding the foregoing, no Restricted Subsidiary of
the Company may become an Unrestricted Subsidiary, and the status of any
Unrestricted Subsidiary as an Unrestricted Subsidiary will be deemed to have
been immediately terminated (whereupon such Subsidiary and each other Subsidiary
of the Company (if any) of which such Subsidiary is a Subsidiary will be a
Restricted Subsidiary) at any time when:

            (i) such Subsidiary (A) has outstanding Debt that is Unpermitted
      Debt (as defined below), or (B) owns or holds any Capital Stock of or
      other ownership interests in, or a Lien on any property or other assets
      of, the Company or any of its Restricted Subsidiaries; or

            (ii) the Company or any other Restricted Subsidiary (A) provides
      credit support for, or a Guarantee of, any Debt of such Subsidiary
      (including any undertaking, agreement or instrument evidencing such Debt),
      or (B) is directly or indirectly liable on any Debt of such Subsidiary.
      Any termination of the status of an Unrestricted Subsidiary as an
      Unrestricted Subsidiary pursuant to the preceding sentence will be deemed
      to result in a breach of this covenant in any circumstance in which the
      Company would not be permitted to change the status of such Unrestricted
      Subsidiary to the status of a Restricted Subsidiary pursuant to the
      preceding paragraph.

      "UNPERMITTED DEBT" means any Debt of a Subsidiary of the Company if: (x) a
      default thereunder (or under any instrument or agreement pursuant to or by
      which such Debt is issued, secured or evidenced) or any right that the
      Holders thereof may have to take enforcement action against such
      Subsidiary or its property or other assets, would permit (whether or not
      after the giving of notice or the lapse of time or


                                       13
<PAGE>

      both) the Holders of any Debt of the Company or any other Restricted
      Subsidiary to declare the same due and payable prior to the date on which
      it otherwise would have become due and payable or otherwise to take any
      enforcement action against the Company or any such other Restricted
      Subsidiary, or (y) such Debt is secured by a Lien on any property or other
      assets of the Company and any of its other Restricted Subsidiaries.

      Each Person that is or becomes a Subsidiary of the Company shall be deemed
      to be a Restricted Subsidiary at all times when it is a Subsidiary of the
      Company that is not an Unrestricted Subsidiary. Each Person that is or
      becomes a Wholly-Owned Subsidiary of the Company shall be deemed to be a
      Wholly-Owned Restricted Subsidiary at all times when it is a Wholly-Owned
      Subsidiary of the Company that is not an Unrestricted Subsidiary.

      (13) Mergers, Consolidations and Certain Sales of Assets. Section 7.1 of
the Indenture is hereby superseded by the following in respect of the Notes:

      "The Company (i) shall not consolidate with or merge into any Person; (ii)
shall not permit any Person other than a Restricted Subsidiary to consolidate
with or merge into the Company; and (iii) may not, directly or indirectly, in
one or a series of transactions, transfer, convey, sell, lease or otherwise
dispose of all or substantially all of the properties and assets of the Company
and its Subsidiaries on a consolidated basis; unless, in each case of (i), (ii)
and (iii) above:

            (1) immediately before and after giving effect to such transaction
      (or series) and treating any Debt Incurred by the Company or a Subsidiary
      of the Company as a result of such transaction (or series) as having been
      incurred by the Company of such Subsidiary at the time of the transaction
      (or series), no Event of Default, or event that with the passing of time
      or the giving of notice, or both, will constitute an Event of Default,
      shall have occurred and be continuing;

            (2) in a transaction (or series) in which the Company does not
      survive or in which the Company transfers, conveys, sells, leases or
      otherwise disposes of all or substantially all of its properties and
      assets, the successor entity is a corporation, partnership, limited
      liability company or trust and is organized and validly existing under the
      laws of the United States of America, any State thereof or the District of
      Columbia and expressly assumes, by a supplemental indenture executed and
      delivered to the Trustee in form satisfactory to the Trustee, all the
      Company's obligations under this Tenth Supplemental Indenture;

            (3) if such transaction (or series) occurs prior to the occurrence
      of a Rating Event Date, either (x) the Company or the successor entity
      would, at the time of such transaction (or series) and after giving pro
      forma effect thereto as if such transaction (or series) had occurred at
      the beginning of the most recently ended four full fiscal quarter period
      for which internal financial statements are available immediately
      preceding the date of such transaction (or series), have been permitted to
      Incur at least $1.00 of additional Debt pursuant to the Consolidated
      EBITDA Coverage Ratio test set forth in the first paragraph under
      subsection 12(d) of this Section 1.01, or (y) the Consolidated EBITDA
      Coverage Ratio of the Company or the successor entity for the most
      recently ended four full fiscal quarter period for which internal
      financial statements are available immediately preceding the date of such
      transaction (or series), calculated on a pro forma basis as if such
      transaction (or series) had occurred at the beginning of such four full
      fiscal quarter period,


                                       14
<PAGE>

      would be no less than such Consolidated EBITDA Coverage Ratio, calculated
      without giving effect to such transaction or series or any other
      transactions (or series) that is subject to the provisions of the
      Indenture described in this paragraph and that occurred after the date
      that is twelve months before the date of such transaction (or series);

            (4) if, as a result of any such transaction, property or assets of
      the Company or any Restricted Subsidiary of the Company would become
      subject to a Lien prohibited by subsection 12(g) of this Section 1.01, the
      Company or the successor entity shall have secured the Notes as required
      by such covenant; and

            (5) the Company has delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel as specified in the Indenture.

            The Company shall deliver to the Trustee prior to the proposed
      consolidation, merger, sale, transfer, lease or other disposition an
      Officers' Certificate to the foregoing effect and an Opinion of Counsel
      stating that the proposed consolidation, merger, sale, transfer, lease or
      other disposition and such supplemental indenture comply with the
      Indenture and that all conditions precedent to the consummation of such
      transaction under this Section 7.1 have been met."

      (14) Security.

      The Security Agreements shall secure the due and punctual payment of the
principal of and interest on the Notes when and as the same shall be due and
payable, whether on an interest payment date, at maturity, by acceleration,
repurchase, redemption or otherwise, and interest on the overdue principal of
and interest (to the extent permitted by law) on the Notes and performance of
all other obligations of the Company to the Holders of Notes or the Trustee
under this Tenth Supplemental Indenture and the Notes, according to the terms
hereunder or thereunder. Each Holder of Notes, by its acceptance thereof,
consents and agrees to the terms of the Security Agreements (including, without
limitation, the provisions providing for foreclosure and release of the
Collateral) as the same may be in effect or may be amended from time to time in
accordance with their terms. The Company shall deliver to the Trustee copies of
all documents delivered to the collateral trustee pursuant to the Security
Agreements, and shall do or cause to be done all such acts and things as may be
necessary or proper, or as may be required by the provisions of the Security
Agreements, to assure and confirm to the Trustee and the collateral trustee the
security interest in the Collateral contemplated hereby, by the Security
Agreements or any part thereof, as from time to time constituted, so as to
render the same available for the security and benefit of this Tenth
Supplemental Indenture and of the Notes secured hereby, according to the intent
and purposes herein expressed. The Company shall take, or shall cause its
Subsidiaries to take, upon request of the Trustee, any and all actions
reasonably required to cause the Security Agreements to create and maintain, as
security for the obligations of the Company under this Tenth Supplemental
Indenture and the Notes, a valid and enforceable perfected first priority Lien
in and on all the Collateral in favor of the collateral trustee for the benefit
of the Holders of Notes.

            (a) Opinions and Certificates.

                  (i) The Company shall furnish to the Trustee all opinions and
      certificates delivered by the Company in connection with the Security
      Agreements and such opinions and certificates shall be for the benefit of
      the Trustee and the Holders of the Notes.

                  (ii) The Company shall otherwise comply with the provisions of
      TIA Section 314(b).


                                       15
<PAGE>

            (b) Release of Collateral.

                  (i) Subject to this subsection 14(b) of this Section 1.01 of
      this Tenth Supplemental Indenture, the Collateral may be released from the
      Lien and security interest created by the Security Agreements at any time
      or from time to time in accordance with the provisions of the Security
      Agreements. The collateral trustee shall execute, deliver or acknowledge
      any necessary or proper instruments of termination, satisfaction or
      release to evidence the release of any Collateral permitted to be released
      pursuant to this Tenth Supplemental Indenture or the Security Agreements.

                  (ii) The release of any Collateral from the terms of this
      Tenth Supplemental Indenture and the Security Agreements shall not be
      deemed to impair the security under this Tenth Supplemental Indenture in
      contravention of the provisions hereof if and to the extent the Collateral
      is released pursuant to the terms of the Security Agreements. To the
      extent applicable, the Company shall cause TIA Section 313(b), relating to
      reports, and TIA Section 314(d), relating to the release of property or
      securities from the Lien and security interest of the Security Agreements
      and relating to the substitution therefor of any property or securities to
      be subjected to the Lien and security interest of the Security Agreements,
      to be complied with. The Company shall furnish to the Trustee and the
      collateral trustee, prior to each proposed release of Collateral pursuant
      to the Security Agreements, (i) all documents required by TIA Section
      314(d) and (ii) an Opinion of Counsel, which may be rendered by internal
      counsel to the Company, to the effect that such accompanying documents
      constitute all documents required by TIA Section 314(d).

                  (iii) Any certificate or opinion required by TIA Section
      314(d) may be made by an Officer of the Company except in cases where TIA
      Section 314(d) requires that such certificate or opinion be made by an
      independent Person, which Person shall be an independent engineer,
      appraiser or other expert selected or approved by the Trustee and the
      collateral trustee in the exercise of reasonable care.

                  (iv) In the event that the Company wishes to obtain a release
      of any Collateral in accordance with the Security Agreements and has
      delivered the certificates and documents required by the Security
      Agreements and this subsection 14(b) of this Section 1.01 of this Tenth
      Supplemental Indenture, the Trustee shall determine whether it has
      received all documentation required by TIA Section 314(d) in connection
      with such release and, based on such determination and the Opinion of
      Counsel delivered pursuant to Section 10.03(b), shall deliver a
      certificate to the collateral trustee setting forth such determination.
      The Trustee may, to the extent permitted by the Indenture, accept as
      conclusive evidence of compliance with the foregoing provisions the
      appropriate statements contained in such documents and such Opinion of
      Counsel.

            (c) Authorization of Actions to Be Taken by the Trustee Under the
Security Agreements. Subject to the provisions of the Indenture, the Trustee
may, in its sole discretion and without the consent of the Holders of Notes,
instruct, on behalf of the Holders of Notes, the collateral trustee to take all
actions it deems necessary or appropriate in order to (a) enforce the rights of
the Trustee and the Holders of Notes under any of the terms of the Security
Agreements and (b) collect and receive any and all amounts payable in respect of
the obligations of the Company under this Tenth Supplemental Indenture and the
Notes, provided, that in no event shall the collateral trustee be required to
take any actions that violate the terms of the Security Agreements or the Credit
Facility. The Trustee shall have power to institute and maintain such suits and
proceedings as it may deem expedient to preserve or protect its interests and
the interests of the Trustee and the Holders of Notes in the Collateral.


                                       16
<PAGE>

            (d) Authorization of Receipt of Funds by the Trustee Under the
Security Agreements. The Trustee is authorized to receive any funds for the
benefit of the Holders of Notes distributed under the Security Agreements, and
to make further distributions of such funds to the Holders of Notes according to
the provisions of this Tenth Supplemental Indenture.

            (e) Termination of Security Interest. Upon (1) the full and final
payment and performance of all obligations of the Company under this Tenth
Supplemental Indenture and the Notes; (2) the release of the Lien on the
Collateral securing the BFI Notes, the Allied NA Senior Notes and all other
indebtedness of Allied and its Restricted Subsidiaries (other than under the
Credit Facility); or (3) the sale of any such Collateral in accordance with the
applicable provisions of this Tenth Supplemental Indenture, the Trustee shall,
at the request of the Company, deliver a certificate to the collateral trustee
instructing the collateral trustee to release the Liens (or in the case of
clause (3), the Liens on such Collateral) pursuant to this Tenth Supplemental
Indenture and the Security Agreements.

            (f) No Amendments to the Security Agreements. The Company shall not
amend, waive or modify any provisions of the Security Agreements if such
amendment, waiver or modification could reasonably be expected to adversely
impact the Holder of Notes without the consent of a majority of Holder of Notes.

            (g) Maintenance. The Company shall maintain as security for the
obligations of the Company under this Tenth Supplement Indenture and the Notes,
an equal and ratable sharing of the perfected security interest held by the
collateral trustee under the uniform commercial code as in effect in the State
of New York pursuant to the Security Agreements in the Collateral.

      (15) Events of Default. In addition to the Events of Default set forth in
Section 5.1 of the Indenture, the Notes shall include the following additional
Event of Default designated as clause (j) of such Section, which shall be deemed
an Event of Default under Section 5.1 of the Indenture:

            "(j) failure to perform or comply with the provisions of Section 7.1
      of the Indenture (as superseded by subsection 13 of Section 1.01 hereof)
      or the provisions of subsection 12(a) or subsection 12(b) of Section 1.01
      of this Tenth Supplemental Indenture."

            (b) In addition, Section 5.1 of the Indenture is further
      supplemented by adding the following paragraph thereto:

      "If an Event of Default occurs at any time by reason of any willful action
(or inaction) taken (or not taken) by or on behalf of the Company with the
intention of avoiding payment of the premium that the Company would have had to
pay if the Company then had elected to redeem the Notes pursuant to Article 11
of the Indenture and subsection 5 of this Section 1.01 of this Tenth
Supplemental Indenture, then, upon acceleration of the Notes, an equivalent
premium shall also become and be immediately due and payable, to the extent
permitted by law, anything in the Indenture or in the Notes to the contrary
notwithstanding."

      (16) Section 8.1 of the Indenture is hereby supplemented by adding the
following as subsection (m) thereof in respect of the Notes:

            (m) to provide for the issuance of Additional Notes in accordance
      with the limitations set forth in this Tenth Supplemental Indenture as of
      the date hereof;

      (17) Section 15.4 of the Indenture is hereby supplemented to include the
following as clause (d) of such Section in respect of the Notes:


                                       17
<PAGE>

      "(d) In the event that any Subsidiary Guarantor ceases to be a guarantor
under, or to pledge any of its assets to secure obligations under, the Credit
Facility, such Guarantor shall be released from all of its obligations under its
Senior Guarantee endorsed on the Securities and under this Article 15."

      (18) The Notes shall not be issuable as Bearer Securities.

      (19) Interest on any Note shall be payable only to the Person in whose
name that Note (or one or more predecessor Notes thereof) is registered at the
close of business on the Regular Record Date for such interest.

      (20) Article 4 of the Indenture shall be applicable to the Notes.

      (21) The Notes shall not be issuable in definitive form except under the
circumstances described in Section 2.1 of the Indenture.

      Section 1.02 FORMS.

      (1) Attached hereto as Exhibit A is a true and correct copy of the Form of
Note representing the Company's Notes.

      (2) The form of Senior Guarantee shall be as set forth in Section 2.3 of
the Indenture.

                                  ARTICLE II.
                              TRANSFER AND EXCHANGE

      Section 2.01 GENERAL.

      Sections 2.4, 3.2 and 3.3 of the Indenture are hereby modified and
superseded as follows:

      (a) General. The Notes and the Trustee's certificate of authentication
shall be substantially in the form of Exhibit A hereto. The Notes may have
notations, legends or endorsements required by law, stock exchange rule or
usage. Each Note shall be dated the date of its authentication. The Notes shall
be in denominations of $1,000 and integral multiples thereof.

      The terms and provisions contained in the Notes shall constitute, and are
hereby expressly made, a part of this Tenth Supplemental Indenture and the
Company, the Guarantors and the Trustee, by their execution and delivery of this
Tenth Supplemental Indenture, expressly agree to such terms and provisions and
to be bound thereby. However, to the extent any provision of any Note conflicts
with the express provisions of this Tenth Supplemental Indenture, the provisions
of this Tenth Supplemental Indenture shall govern and be controlling.

      (b) Global Notes. Notes issued in global form shall be substantially in
the form of Exhibit A attached hereto (including the Global Note Legend thereon
and the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Notes issued in definitive form shall be substantially in the form of
Exhibit A attached hereto (but without the Global Note Legend thereon and
without the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Each Global Note shall represent such of the outstanding Notes as
shall be specified therein and each shall provide that it shall represent the
aggregate principal amount of outstanding Notes from time to time endorsed
thereon and that the aggregate principal amount of outstanding Notes represented
thereby may from time to time be reduced or increased, as appropriate, to
reflect exchanges and redemptions. Any endorsement of a Global Note to reflect
the amount of any increase or decrease in the aggregate principal amount of
outstanding Notes


                                       18
<PAGE>

represented thereby shall be made by the Trustee or the Custodian, at the
direction of the Trustee, in accordance with instructions given by the Holder
thereof as required by Section 2.02 of this Tenth Supplemental Indenture.

      Section 2.02 REGISTRATION, TRANSFER AND EXCHANGE.

      Section 3.5 of the Indenture is hereby modified and superseded in its
entirety as follows in respect of the Notes:

      (a) Transfers of Interests in Global Notes for Definitive Notes. A Global
Note may not be transferred as a whole except by the Depositary to a nominee of
the Depositary, by a nominee of the Depositary to the Depositary or to another
nominee of the Depositary, or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary. All Global Notes
shall be exchanged by the Company for Definitive Notes if (i) the Company
delivers to the Trustee notice from the Depositary that it is unwilling or
unable to continue to act as Depositary or that it is no longer a clearing
agency registered under the Exchange Act and, in either case, a successor
Depositary is not appointed by the Company within 90 days after the date of such
notice from the Depositary, (ii) the Company in its sole discretion determines
that the Global Notes (in whole but not in part) should be exchanged for
Definitive Notes and delivers a written notice to such effect to the Trustee, or
(iii) there shall have occurred and be continuing a Default or an Event of
Default under the Indenture with respect to the Notes. Upon the occurrence of
either of the preceding events in (i), (ii) or (iii) above, Definitive Notes
shall be issued in such names as the Participants and Indirect Participants and
the Depositary shall instruct the Trustee. Global Notes also may be exchanged or
replaced, in whole or in part, as provided in Sections 3.6 and 3.4 of the
Indenture. Every Note authenticated and delivered in exchange for, or in lieu
of, a Global Note or any portion thereof, pursuant to this Section 2.02 or
Section 3.6 or 3.4 of the Indenture, shall be authenticated and delivered in the
form of, and shall be, a Global Note. A Global Note may not be exchanged for
another Note other than as provided in this Section 2.02(a), however, beneficial
interests in a Global Note may be transferred and exchanged as provided in
Section 2.02(b) or (c) of this Tenth Supplemental Indenture.

      (b) Transfer and Exchange of Beneficial Interests in the Global Notes. The
transfer and exchange of beneficial interests in the Global Notes shall be
effected through the Depositary, in accordance with the provisions of this Tenth
Supplemental Indenture and the Applicable Procedures. Transfers of beneficial
interests in the Global Notes also shall require compliance with either
subparagraph (i) or (ii) below, as applicable, as well as one or more of the
other following subparagraphs, as applicable:

            (i) Transfer of Beneficial Interests in the Same Global Note.
      Beneficial interests in any Global Note may be transferred to Persons who
      take delivery thereof in the form of a beneficial interest in a Global
      Note. No written orders or instructions shall be required to be delivered
      to the Registrar to effect the transfers described in this Section
      2.02(b)(i).

            (ii) All Other Transfers and Exchanges of Beneficial Interests in
      Global Notes. In connection with all transfers and exchanges of beneficial
      interests that are not subject to Section 2.02(b)(i) above, the transferor
      of such beneficial interest must deliver to the Registrar either (A)(1) a
      written order from a Participant or an Indirect Participant given to the
      Depositary in accordance with the Applicable Procedures directing the
      Depositary to credit or cause to be credited a beneficial interest in
      another Global Note in an amount equal to the beneficial interest to be
      transferred or exchanged and (2) instructions given in accordance with the
      Applicable Procedures containing information regarding the


                                       19
<PAGE>
      Participant account to be credited with such increase or (B)(1) a written
      order from a Participant or an Indirect Participant given to the
      Depositary in accordance with the Applicable Procedures directing the
      Depositary to cause to be issued a Definitive Note in an amount equal to
      the beneficial interest to be transferred or exchanged and (2)
      instructions given by the Depositary to the Registrar containing
      information regarding the Person in whose name such Definitive Note shall
      be registered to effect the transfer or exchange referred to in (1) above.
      Upon satisfaction of all of the requirements for transfer or exchange of
      beneficial interests in Global Notes contained in this Tenth Supplemental
      Indenture and the Notes or otherwise applicable under the Securities Act,
      the Trustee shall adjust the principal amount of the relevant Global
      Note(s) pursuant to Section 2.02(g) of this Tenth Supplemental Indenture.

      (c) Transfer of Beneficial Interests in Global Notes to Definitive Notes.
If any Holder of a beneficial interest in a Global Note proposes to exchange
such beneficial interest for a Definitive Note or to transfer such beneficial
interest to a Person who takes delivery thereof in the form of a Definitive
Note, then, upon satisfaction of the conditions set forth in Section 2.02(b)(ii)
of this Tenth Supplemental Indenture, the Trustee shall cause the aggregate
principal amount of the applicable Global Note to be reduced accordingly
pursuant to Section 2.02(g) of this Tenth Supplemental Indenture, and the
Company shall execute and the Trustee shall authenticate and deliver to the
Person designated in the instructions a Definitive Note in the appropriate
principal amount. Any Definitive Note issued in exchange for a beneficial
interest pursuant to this Section 2.02(c) shall be registered in such name or
names and in such authorized denomination or denominations as the Holder of such
beneficial interest shall instruct the Registrar through instructions from the
Depositary and the Participant or Indirect Participant. The Trustee shall
deliver such Definitive Notes to the Persons in whose names such Notes are so
registered. Any Definitive Note issued in exchange for a beneficial interest
pursuant to this Section 2.02(c) shall not bear the Global Legend.

      (d) Transfer and Exchange of Definitive Notes for Beneficial Interests. A
Holder of a Definitive Note may exchange such Note for a beneficial interest in
a Global Note or transfer such Definitive Notes to a Person who takes delivery
thereof in the form of a beneficial interest in a Global Note at any time. Upon
receipt of a request for such an exchange or transfer, the Trustee shall cancel
the applicable Definitive Note and increase or cause to be increased the
aggregate principal amount of one of the Global Notes.

      (e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon
request by a Holder of Definitive Notes and such Holder's compliance with the
provisions of this Section 2.02(e), the Registrar shall register the transfer or
exchange of Definitive Notes. Prior to such registration of transfer or
exchange, the requesting Holder shall present or surrender to the Registrar the
Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. In addition, the requesting Holder
shall provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.02(e).

      A Holder of Definitive Notes may transfer such Notes to a Person who takes
delivery thereof in the form of a Definitive Note. Upon receipt of a request to
register such a transfer, the Registrar shall register the Definitive Notes
pursuant to the instructions from the Holder thereof.

      (f) Legends. Each Global Note issued under this Tenth Supplemental
Indenture shall bear a legend in substantially the following form, unless
specifically stated otherwise in the applicable provisions of this Tenth
Supplemental Indenture:


                                       20
<PAGE>

                  "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
            INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE
            BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO
            ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY
            MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION
            3.6 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN
            WHOLE BUT NOT IN PART PURSUANT TO SECTION 3.5 OF THE INDENTURE,
            (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR
            CANCELLATION PURSUANT TO SECTION 3.9 OF THE INDENTURE AND (IV) THIS
            GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE
            PRIOR WRITTEN CONSENT OF THE COMPANY."

      (g) Cancellation and/or Adjustment of Global Notes. At such time as all
beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note will be returned to or
retained and canceled by the Trustee in accordance with Section 3.9 of the
Indenture. At any time prior to such cancellation, if any beneficial interest in
a Global Note is exchanged for or transferred to a Person who will take delivery
thereof in the form of a beneficial interest in another Global Note or for
Definitive Notes, the principal amount of Notes represented by such Global Note
shall be reduced accordingly and an endorsement shall be made on such Global
Note by the Trustee or by the Depositary at the direction of the Trustee to
reflect such reduction; and if the beneficial interest is being exchanged for or
transferred to a Person who shall take delivery thereof in the form of a
beneficial interest in another Global Note, such other Global Note shall be
increased accordingly and an endorsement shall be made on such Global Note by
the Trustee or by the Depositary at the direction of the Trustee to reflect such
increase.

      (h) General Provisions Relating to Transfers and Exchanges.

            (i) To permit registrations of transfers and exchanges, the Company
      shall execute and the Trustee shall authenticate Global Notes and
      Definitive Notes upon the Company's order or at the Registrar's request.

            (ii) No service charge shall be made to a Holder of a beneficial
      interest in a Global Note or to a Holder of a Definitive Note for any
      registration of transfer or exchange, but the Company may require payment
      of a sum sufficient to cover any transfer tax or similar governmental
      charge payable in connection therewith (other than any such transfer taxes
      or similar governmental charge payable upon exchange or transfer pursuant
      to Sections 3.4, 8.6 and 11.7 of the Indenture and subsections 12(a) and
      12(b) of Section 1.01 of this Tenth Supplemental Indenture).

            (iii) The Registrar shall not be required to register the transfer
      of or exchange any Note selected for redemption in whole or in part,
      except the unredeemed portion of any Note being redeemed in part.

            (iv) All Global Notes and Definitive Notes issued upon any
      registration of transfer or exchange of Global Notes or Definitive Notes
      shall be the valid obligations of the Company, evidencing the same debt,
      and entitled to the same benefits of the Indenture, as the Global Notes or
      Definitive Notes surrendered upon such registration of transfer or
      exchange.


                                       21
<PAGE>

            (v) The Company shall not be required (A) to issue, to register the
      transfer of or to exchange any Notes during a period beginning at the
      opening of business 15 days before the day of any selection of Notes for
      redemption under Section 11.3 of the Indenture and ending at the close of
      business on the day of selection, (B) to register the transfer of or to
      exchange any Note so selected for redemption in whole or in part, except
      the unredeemed portion of any Note being redeemed in part or (C) to
      register the transfer of or to exchange a Note between a record date and
      the next succeeding Interest Payment Date.

            (vi) Prior to due presentment for the registration of a transfer of
      any Note, the Trustee, any Agent and the Company may deem and treat the
      Person in whose name any Note is registered as the absolute owner of such
      Note for the purpose of receiving payment of principal of and interest on
      such Notes and for all other purposes, and none of the Trustee, any Agent
      or the Company shall be affected by notice to the contrary.

            (vii) The Trustee shall authenticate Global Notes and Definitive
      Notes in accordance with the provisions of Section 3.3 of the Indenture.

            (viii) All certifications, certificates and Opinions of Counsel
      required to be submitted to the Registrar pursuant to this Section 2.02 to
      effect a registration of transfer or exchange may be submitted by
      facsimile.

                                  ARTICLE III.
                                   DEFINITIONS

      Section 3.01 ADDITIONAL DEFINITIONS.

      In addition to the definitions set forth in Article I of the Indenture,
the Notes shall include the following additional definitions, which, in the
event of a conflict with the definition of terms in the Indenture, shall
control:

            "ACQUIRED BUSINESS" means (a) any Person at least a majority of the
      capital stock or other ownership interests of which is acquired after the
      date hereof by the Company or a Subsidiary of the Company and (b) any
      assets constituting a discrete business or operating unit acquired on or
      after the date hereof by the Company or a Subsidiary of the Company.

            "ADDITIONAL NOTES" means the aggregate principal amount of Notes
      (other than the Initial Notes) issued under the Indenture, as supplemented
      by this Tenth Supplemental Indenture, in accordance with Section 3.3 of
      the Indenture and subsection 12(d) of Section 1.01 of this Tenth
      Supplemental Indenture, as part of the same series as the Initial Notes.

            "ALLIED NA SENIOR NOTES " means the 7-3/8%, 7-5/8% and 7-7/8% Senior
      Notes issued December 23, 1998, the 8-7/8% Senior Notes issued January 30,
      2001, the 8-1/2% Senior Notes issued in November 2001 and the 9-1/4 Senior
      Notes issued in November 2002 by the Company.

            "ALLIED NA WASTE GROUP" means, collectively, the Company, Allied and
      their respective Subsidiaries, and a member of the Allied NA Waste Group
      means the Company, Allied and each of their respective Subsidiaries.

            "APOLLO" means Apollo Management IV, L.P. or its Permitted
      Transferees (exclusive of the Allied NA Waste Group).


                                       22
<PAGE>

            "APPLICABLE PROCEDURES" means, with respect to any transfer or
      exchange of or for beneficial interests in any Global Note, the rules and
      procedures of the Depositary that apply to such transfer or exchange.

            "ASSET DISPOSITION" by any Person that is the Company or any
      Restricted Subsidiary means any transfer, conveyance, sale, lease or other
      disposition by the Company or any of its Restricted Subsidiaries
      (including a consolidation or merger or other sale of any Restricted
      Subsidiary with, into or to another Person in a transaction in which such
      Subsidiary ceases to be a Restricted Subsidiary of such Person), of (i)
      shares of Capital Stock (other than directors' qualifying shares) or other
      ownership interests of a Restricted Subsidiary or (ii) the property or
      assets of such Person or any Restricted Subsidiary representing a division
      or line or business or (iii) other assets or rights of such Person or any
      Restricted Subsidiary outside of the ordinary course of business, but
      excluding in each case in clauses (i), (ii) and (iii), (x) a disposition
      by a Subsidiary of such Person to such Person or a Restricted Subsidiary
      or by such Person to a Restricted Subsidiary, (y) the disposition of all
      or substantially all of the assets of the Company in a manner permitted
      pursuant to the provisions of Article 7 of the Indenture (as superseded by
      subsection 13 of Section 1.01 hereof) of the Company and (z) any
      disposition that constitutes a Restricted Payment or Permitted Investment
      that is permitted pursuant to the provisions of subsection 12(e) of
      Section 1.01 of this Tenth Supplemental Indenture.

            "BANKRUPTCY LAW" means Title 11, U.S. Code or any similar federal or
      state law for the relief of debtors.

            "BFI " means Browning-Ferris Industries, Inc.

            "BFI NOTES" means the 6.1% and 6.375% Senior Notes issued January
      1996, the 7.875% Senior Notes issued March 1995, the 7.4% Debentures
      issued September 1995, and the 9.25% Debentures issued May 1991 by BFI.

            "BLACKSTONE" means the collective reference to (i) Blackstone
      Capital Partners III Merchant Banking Fund L.P., a Delaware limited
      partnership, Blackstone Capital Partners II Merchant Banking Fund L.P., a
      Delaware limited partnership, Blackstone Offshore Capital Partners III
      L.P., a Cayman Islands limited partnership, Blackstone Offshore Capital
      Partners II L.P., a Cayman Islands limited partnership, Blackstone Family
      Investment Partnership III L.P., a Delaware limited partnership, and
      Blackstone Family Investment Partnership II L.P., a Cayman Islands limited
      partnership (each of the foregoing, a "Blackstone Fund") and (ii) each
      Affiliate of any Blackstone Fund that is not an operating company or
      Controlled by an operating company and each general partner of any
      Blackstone Fund or any Blackstone Affiliate who is a partner or employee
      of the Blackstone Group L.P.

            "CAPITAL LEASE OBLIGATION" of any Person means the obligation to pay
      rent or other payment amounts under a lease of (or other arrangements
      conveying the right to use) real or personal property of such Person which
      is required to be classified and accounted for as a capital lease or a
      liability on a balance sheet of such Person in accordance with generally
      accepted accounting principles. The stated maturity of such obligation
      shall be the date of the last payment of rent or any other amount due
      under such lease prior to the first date upon which such lease may be
      terminated by the lessee without payment of a penalty. The principal
      amount of such obligation shall be the capitalized amount thereof that
      would


                                       23
<PAGE>

      appear on a balance sheet of such Person in accordance with generally
      accepted accounting principles.

            "CAPITAL STOCK" of any Person means any and all shares, interests,
      participations or other equivalents (however designated) of corporate
      stock or other equity participations, including partnership interests,
      whether general or limited, of such Person.

            "CASH EQUIVALENTS" means (i) United States dollars, (ii) securities
      either issued directly or fully guaranteed or insured by the government of
      the United States of America or any agency or instrumentality thereof
      having maturities of not more than one year, (iii) time deposits and
      certificates of deposit, demand deposits and banker's acceptances having
      maturities of not more than one year from the date of deposit, of any
      domestic commercial bank having capital and surplus in excess of $500
      million, (iv) demand deposits made in the ordinary course of business and
      consistent with the Company's customary cash management policy in any
      domestic office of any commercial bank organized under the laws of the
      United States of America or any State thereof, (v) insured deposits issued
      by commercial banks of the type described in clause (iv) above, (vi)
      mutual funds whose investment guidelines restrict such funds' investments
      primarily to those satisfying the provisions of clauses (i) through (iii)
      above, (vii) repurchase obligations with a term of not more than 90 days
      for underlying securities of the types described in clauses (ii) and (iii)
      above entered into with any bank meeting the qualifications specified in
      clause (iii) above and (viii) commercial paper (other than commercial
      paper issued by an Affiliate or Related Person) rated A-1 or the
      equivalent thereof by Standard & Poor's Ratings Group or P-1 or the
      equivalent thereof by Moody's Investors Services, Inc., and in each case
      maturing within 360 days.

            "COMMON STOCK" of any Person means Capital Stock of such Person that
      does not rank prior to the payment of dividends or as of the distribution
      of assets upon any voluntary liquidation, dissolution or winding up of
      such Person, to shares of Capital Stock of any other class of such Person.

            "CONSOLIDATED EBITDA" of any Person means for any period the
      Consolidated Net Income for such period increased by the sum of (without
      duplication) (i) Consolidated Interest Expense of such Person for such
      period, plus (ii) Consolidated Income Tax Expense of such Person for such
      period, plus (iii) the consolidated depreciation and amortization expense
      deducted in determining the Consolidated Net Income of such Person for
      such period; plus (iv) the aggregate amount of letter of credit fees
      accrued during such period; plus (v) all non-cash non-recurring charges
      during such period, including charges for costs related to acquisitions
      (it being understood that (x) non-cash non-recurring charges shall not
      include accruals for closure and post-closure liabilities and (y) charges
      shall be deemed non-cash charges until the period during which cash
      disbursements attributable to such charges are made, at which point such
      charges shall be deemed cash charges; provided that, for purposes of this
      clause (y), the Company shall be required to monitor the actual cash
      disbursements only for those non-cash charges that exceed $1 million
      individually or that exceed $10 million in the aggregate in any fiscal
      year); plus (vi) all cash charges attributable to the execution, delivery
      and performance of the Indenture or the Credit Facility, plus (vii) all
      non-recurring cash charges related to acquisitions and financings
      (including amendments thereto); and minus all non-cash non-recurring gains
      during such period (to the extent included in determining net operating
      income from such period); provided, however, that the Consolidated
      Interest Expense, Consolidated Income Tax Expense and consolidated
      depreciation and amortization expense


                                       24
<PAGE>

      of a Consolidated Subsidiary of such Person shall be added to the
      Consolidated Net Income pursuant to the foregoing only (x) to the extent
      and in the same proportion that the Consolidated Net Income of such
      Consolidated Subsidiary was included in calculating the Consolidated Net
      Income of such Person and (y) only to the extent that the amount specified
      in clause (x) is not subject to restrictions that prevent the payment of
      dividends or the making of distributions of such Person.

            "CONSOLIDATED EBITDA COVERAGE RATIO" of any Person means for any
      period the ratio of (i) Consolidated EBITDA of such Person for such period
      to (ii) the sum of (A) Consolidated Interest Expense of such Person for
      such period, plus (B) the annual interest expense (including the
      amortization of debt discount) with respect to any Debt incurred or
      proposed to be Incurred by such Person or its Consolidated Subsidiaries
      since the beginning of such period to the extent not included in clause
      (ii)(A), minus (C) Consolidated Interest Expense of such Person with
      respect to any Debt that is no longer outstanding or that will no longer
      be outstanding as a result of the transaction with respect to which the
      Consolidated EBITDA Coverage Ratio is being calculated, to the extent
      included within clause (ii)(A); provided, however, that in making such
      computation, the Consolidated Interest Expense of such Person attributable
      to interest on any Debt bearing a floating interest rate shall be computed
      on a pro forma basis as if the rate in effect on the date of computation
      had been the applicable rate for the entire period, and provided further,
      that, in the event such Person or any of its Consolidated Subsidiaries has
      made acquisitions or dispositions of assets not in the ordinary course of
      business (including any other acquisitions of any other Persons by merger,
      consolidation or purchase of Capital Stock) during or after such period,
      the computation of the Consolidated EBITDA Coverage Ratio (and for the
      purpose of such computation, the calculation of Consolidated Net Income,
      Consolidated Interest Expense, Consolidated Income Tax Expense and
      Consolidated EBITDA) shall be made on a pro forma basis as if the
      acquisitions or dispositions had taken place on the first day of such
      period. In determining the pro forma adjustments to Consolidated EBITDA to
      be made with respect to any Acquired Business for periods prior to the
      acquisition date thereof, actions taken by the Company and its Restricted
      Subsidiaries prior to the first anniversary of the related acquisition
      date that result in cost savings with respect to such Acquired Business
      shall be deemed to have been taken on the first day of the period for
      which Consolidated EBITDA is being determined (with the intent that such
      cost savings be effectively annualized by extrapolation from the
      demonstrated cost savings since the related acquisition date).

            "CONSOLIDATED INCOME TAX EXPENSE" of any Person means for any period
      the consolidated provision for income taxes of such Person and its
      Consolidated Subsidiaries for such period determined in accordance with
      generally accepted accounting principles.

            "CONSOLIDATED INTEREST EXPENSE" of any Person means for any period
      the consolidated interest expense included in a consolidated income
      statement (net of interest income) of such Person and its Consolidated
      Subsidiaries for such period determined in accordance with generally
      accepted accounting principles, including without limitation or
      duplication (or, to the extent not so included, with the addition of), (i)
      the portion of any rental obligation in respect of any Capital Lease
      Obligation allocable to interest expense in accordance with generally
      accepted accounting principles; (ii) the amortization of Debt discounts;
      (iii) any payments or fees with respect to letters of credit, bankers'
      acceptances or similar facilities; (iv) the net amount due and payable (or
      minus the net amount receivable), with respect to any interest rate swap
      or similar agreement or foreign currency hedge, exchange or similar
      agreement; (v) any Preferred Stock dividends declared and paid


                                       25
<PAGE>

      or payable in cash; and (v) any interest capitalized in accordance with
      generally accepted accounting principles.

            "CONSOLIDATED NET INCOME" of any Person means for any period the
      consolidated net income (or loss) of such Person and its Consolidated
      Subsidiaries for such period determined in accordance with generally
      accepted accounting principles; provided that there shall be excluded
      therefrom (a) for purposes solely of calculating Consolidated Net Income
      for purposes of clause (3)(a) of the first paragraph of subsection 12(e)
      of Section 1.01 of this Tenth Supplemental Indenture the net income (or
      loss) of any Person acquired by such Person or a Subsidiary of such Person
      in a pooling-of-interests transaction for any period prior to the date of
      such transaction, to the extent such net income was distributed to
      shareholders of such Person or used to purchase equity securities of such
      Person prior to the date of such transaction, (b) the net income (but not
      net loss) of any Consolidated Subsidiary of such Person that is subject to
      restrictions that prevent the payment of dividends or the making of
      distributions to such Person to the extent of such restrictions, (c) the
      net income (or loss) of any Person that is not a Consolidated Subsidiary
      of such Person except to the extent of the amount of dividends or other
      distributions actually paid to such Person by such other Person during
      such period, (d) gains or losses on asset dispositions by such Person or
      its Consolidated Subsidiaries, (e) any net income (or loss) of a
      Consolidated Subsidiary that is attributable to a minority interest in
      such Consolidated Subsidiary, (f) all extraordinary gains and
      extraordinary losses that involve a present or future cash payment, (g)
      all non-cash non-recurring charges during such period, including charges
      for acquisition related costs (it being understood that (A) non-cash
      non-recurring charges shall not include accruals for closure and post
      closure liabilities and (B) charges, other than charges for the accruals
      referred to in (A) above, shall be deemed non-cash charges until the
      period that cash disbursements attributable to such charges are made, at
      which point such charges shall be deemed cash charges) and (h) the tax
      effect of any of the items described in clauses (a) through (g) above.

            "CONSOLIDATED SUBSIDIARIES" of any Person means all other Persons
      that would be accounted for as consolidated Persons in such Person's
      financial statements in accordance with generally accepted accounting
      principles; provided, however, that, for any particular period during
      which any Subsidiary of such Person was an Unrestricted Subsidiary,
      "Consolidated Subsidiaries" shall exclude such Subsidiary for such period
      (or portion thereof) during which it was an Unrestricted Subsidiary.

            "CONSOLIDATED TOTAL ASSETS" of any Person at any date means the
      consolidated total assets of such Person and its Restricted Subsidiaries
      at such date as determined on a consolidated basis in accordance with
      generally accepted accounting principles.

            "CONTINUING DIRECTORS" means, as of any date of determination with
      respect to any Person, any member of the Board of Directors of such Person
      who:

                  (1) was a member of such Board of Directors on the Issue Date;
            or

                  (2) was nominated for election or elected to such Board of
            Directors with the approval of a majority of the Continuing
            Directors who were members of such Board at the time of such
            nomination or election.

            "CREDIT FACILITY" means the Credit Agreement, dated July 21, 1999,
      among the Company, Allied, certain lenders party thereto, and The Chase
      Manhattan Bank, Citicorp


                                       26
<PAGE>

      USA, Inc., DLJ Capital Funding, Inc., Credit Suisse First Boston
      Corporation, as agents, Chase Securities Inc., and Salomon Smith Barney
      Inc., as arrangers, and Chase Securities Inc., as book manager, as
      amended, or any bank credit agreement that replaces, amends, supplements,
      restates or renews such Credit Facility.

            "CUSTODIAN" means the Trustee, as custodian with respect to the
      Notes in global form, or any successor entity thereto.

            "DEFINITIVE NOTE" means a certificated Note registered in the name
      of the Holder thereof and issued in accordance with Section 2.02 of this
      Tenth Supplemental Indenture, substantially in the form of Exhibit A
      hereto except that such Note shall not bear the Global Note Legend and
      shall not have the "Schedule of Exchanges of Interests in the Global Note"
      attached thereto.

            "DEPOSITARY" means, with respect to the Notes issuable or issued in
      whole or in part in global form, the Person specified in Section 3.1(b) of
      the Indenture as the Depositary with respect to the Notes, and any and all
      successors thereto appointed as depositary hereunder and having become
      such pursuant to the applicable provision of this Tenth Supplemental
      Indenture.

            "DESIGNATED NONCASH CONSIDERATION" means the fair market value of
      non-cash consideration received by the Company or one of its Restricted
      Subsidiaries in connection with an Asset Disposition that is so designated
      as Designated Noncash Consideration pursuant to an Officers' Certificate,
      setting forth the basis of such valuation, executed by the principal
      executive officer and the principal financial officer of the Company, less
      the amount of cash or Cash Equivalents received in connection with a sale
      of such Designated Noncash Consideration.

            "EXCEPTED DISPOSITION" means a transfer, conveyance, sale, lease or
      other disposition by the Company or any Restricted Subsidiary of any asset
      of the Company or any Restricted Subsidiary the fair market value of which
      itself does not exceed 2.5% of Consolidated Total Assets of the Company
      and which in the aggregate with all other assets disposed of in Excepted
      Dispositions in any fiscal year does not exceed 5% of Consolidated Total
      Assets of the Company.

            "GAAP" means generally accepted accounting principles set forth in
      the opinions and pronouncements of the Accounting Principles Board of the
      American Institute of Certified Public Accountants and statements and
      pronouncements of the Financial Accounting Standards Board or in such
      other statements by such other entity as have been approved by a
      significant segment of the accounting profession, which are in effect on
      the date hereof.

            "GLOBAL NOTE LEGEND" means the legend set forth in Section
      2.02(g)(ii), which is required to be placed on all Global Notes issued
      under this Tenth Supplemental Indenture.

            "GLOBAL NOTE" means a permanent global Note substantially in the
      form of Exhibit A attached hereto that bears the Global Note Legend and
      that has the "Schedule of Exchanges of Interests in the Global Note"
      attached thereto, and that is deposited with or on behalf of and
      registered in the name of the Depositary, representing a series of Notes.


                                       27
<PAGE>

            "GUARANTEE" by any Person means any obligation, contingent or
      otherwise, of such Person guaranteeing any Debt, or dividends or
      distributions on any equity security, of any other Person (the "primary
      obligor") in any manner, whether directly or indirectly, and including,
      without limitation, any obligation of such Person (i) to purchase or pay
      (or advance or supply funds for the purchase or payment of) such Debt or
      to purchase (or to advance or supply funds for the purchase of) any
      security for the payment of such Debt, (ii) to purchase property,
      securities or services for the purpose of assuring the holder of such Debt
      of the payment of such Debt or (iii) to maintain working capital, equity
      capital or other financial statement condition or liquidity of the primary
      obligor so as to enable the primary obligor to pay such Debt (and
      "GUARANTEED," "GUARANTEEING" and "GUARANTOR" shall have meanings
      correlative to the foregoing); provided, however, that the Guarantee by
      any Person shall not include endorsements for such Person for collection
      or deposit, in either case, in the ordinary course of business.

            "HOLDER" means a Person in whose name a Note is registered.

            "INDIRECT PARTICIPANT" means a Person who holds a beneficial
      interest in a Global Note through a Participant.

            "INITIAL NOTES" means the first $450.0 million aggregate principal
      amount of Notes issued under this Tenth Supplemental Indenture on the date
      hereof.

            "INTERCOMPANY AGREEMENTS" means the Management Agreements between
      Allied and the Company dated November 15, 1996.

            "INTEREST RATE OR CURRENCY PROTECTION AGREEMENT" of any Person means
      any interest rate protection agreement (including, without limitation,
      interest rate swaps, caps, floors, collars, derivative instruments and
      similar agreements), and/or other types of interest hedging agreements and
      any currency protection agreement (including foreign exchange contracts,
      currency swap agreements or other currency hedging arrangements).

            "INVESTMENT" by any Person in any other Person means (i) any direct
      or indirect loan, advance or other extension of credit or capital
      contribution to or for the account of such other Person (by means of any
      transfer of cash or other property to any Person or any payment for
      property or services for the account or use of any Person, or otherwise),
      (ii) any direct or indirect purchase or other acquisition of any Capital
      Stock, bond, note, debenture or other Debt or equity security or evidence
      of Debt, or any other ownership interest, issued by such other Person,
      whether or not such acquisition is from such or any other Person, (iii)
      any direct or indirect payment by such Person on a Guarantee of any
      obligation of or for the account of such other Person or any direct or
      indirect issuance by such Person of such a Guarantee or (iv) any other
      investment of cash or other property by such Person in or for the account
      of such other Person.

            "LIEN" means, with respect to any property or assets, any mortgage
      or deed of trust, pledge, hypothecation, assignment, deposit arrangement,
      security interest, lien, charge, easement or title exception, encumbrance,
      preference, priority or other security agreement or preferential
      arrangement of any kind or nature whatsoever on or with respect to such
      property or assets (including any conditional sale or other title
      retention agreement having substantially the same economic effect as any
      of the foregoing).


                                       28
<PAGE>

            "NET AVAILABLE PROCEEDS" from any Asset Disposition by any Person
      that is the Company or any Restricted Subsidiary means cash or readily
      marketable cash equivalent received (including by way of sale or
      discounting of a note, installment receivable, or other receivable, but
      excluding any other consideration received in the form of assumption by
      the acquiree of Debt or other obligations relating to such properties or
      assets or received in any other noncash form) therefrom by such Person,
      net of (i) all legal, title and recording tax expenses, commissions and
      other fees and expenses Incurred and all federal, state, provincial,
      foreign and local taxes required to be accrued as a liability as a
      consequence of such Asset Disposition, (ii) all payments made by such
      Person or its Restricted Subsidiaries on any Debt that is secured by such
      assets in accordance with the terms of any Lien upon or with respect to
      such assets or that must, by the terms of such Debt or such Lien, or in
      order to obtain a necessary consent to such Asset Disposition, or by
      applicable law, be repaid out of the proceeds from such Asset Disposition,
      (iii) amounts provided as a reserve by such Person or its Restricted
      Subsidiaries, in accordance with generally accepted accounting principles,
      against liabilities under any indemnification obligations to the buyer in
      such Asset Disposition (except to the extent and at the time any such
      amounts are released from any such reserve, such amounts shall constitute
      Net Available Proceeds) and (iv) all distributions and other payments made
      to minority interest holders in Restricted Subsidiaries of such Person or
      joint ventures as a result of such Asset Disposition.

            "NOTES" has the meaning assigned to it in the preamble to this Tenth
      Supplemental Indenture Supplement. The Initial Notes and the Additional
      Notes shall be treated as a single class for all purposes under the
      Indenture, as modified, supplemented and superseded by this Tenth
      Supplemental Indenture.

            "OFFER DOCUMENT" has the meaning specified in the definition of
      "Offer to Purchase."

            "OFFER EXPIRATION DATE" has the meaning specified in the definition
      of "Offer to Purchase."

            "OFFER TO PURCHASE" means an offer, set forth in the Offer Document
      sent by the Company by first class mail, postage prepaid, to each Holder
      at his address appearing in the Note Register on the date of the Offer
      Document, to purchase up to the principal amount of Notes specified in
      such Offer Document at the purchase price (the "PURCHASE PRICE") specified
      in such Offer Document (as determined pursuant to this Tenth Supplemental
      Indenture). Unless otherwise required by applicable law, the Offer
      Document shall specify the Offer Expiration Date of the Offer to Purchase
      which shall be, subject to any contrary requirements of applicable law,
      not less than 30 days or more than 60 days after the date of such Offer
      Document and the Purchase Date for the purchase of Notes within five
      Business Days after the Offer Expiration Date. The Offer Document shall be
      mailed by the Company or, at the Company's request, by the Trustee in the
      name and at the expense of the Company. The Offer Document shall contain
      information concerning the business of the Company and its Subsidiaries
      which the Company in good faith believes will enable such Holders to make
      an informed decision with respect to the Offer to Purchase (which at a
      minimum shall include or include or incorporate by reference (i) the most
      recent annual and quarterly financial statements and "Management's
      Discussion and Analysis of Financial Condition and Results of Operations"
      required to be filed with the Trustee pursuant to subsection 12(i) of
      Section 1.01 of this Tenth Supplemental Indenture (which requirements may
      be satisfied by delivery of such documents together with the Offer to
      Purchase), and (ii) any other information required by


                                       29
<PAGE>

      applicable law to be included therein. The Offer Document shall contain
      all instructions and materials necessary to enable such Holder to tender
      Securities pursuant to the Offer to Purchase. The Offer Document shall
      also state:

            (1) the Section of this Tenth Supplemental Indenture pursuant to
      which the Offer to Purchase is being made;

            (2) the Offer Expiration Date and the Purchase Date;

            (3) the aggregate principal amount of the Outstanding Notes offered
      to be purchased by the Company pursuant to the Offer to Purchase
      (including, if less than 100%, the manner by which such amount has been
      determined as required by this Tenth Supplemental Indenture) (the
      "PURCHASE AMOUNT");

            (4) the purchase price to be paid by the Company for each $1,000
      aggregate principal amount of Notes accepted for payment (as specified
      pursuant to this Tenth Supplemental Indenture);

            (5) that the Holder may tender all or any portion of the Notes
      registered in the name of such Holder and that any portion of a Note
      tendered must be tendered in an integral multiple of $1,000 principal
      amount;

            (6) the place or places where Notes are to be surrendered for tender
      pursuant to the Offer to Purchase;

            (7) that interest on any Note not tendered or tendered but not
      purchased by the Company pursuant to the Offer to Purchase shall continue
      to accrue;

            (8) that on the Purchase Date the purchase price shall become due
      and payable upon each Security accepted for payment pursuant to the Offer
      to Purchase and that interest thereon shall cease to accrue on and after
      the Purchase Date;

            (9) that each Holder electing to tender a Note pursuant to the Offer
      to Purchase shall be required to surrender such Note at the place or
      places specified in the Offer Document prior to the close of business on
      the Offer Expiration Date (such Note being, if the Company or the Trustee
      so requires, duly endorsed by, or accompanied by a written instrument of
      transfer in form satisfactory to the Company and the Trustee duly executed
      by, the Holder thereof or his attorney duly authorize in writing and
      bearing appropriate signature guarantees);

            (10) that Holders shall be entitled to withdraw all or any portion
      of Notes tendered if the Company (or its Paying Agent) receives, not later
      than the close of business on the Offer Expiration Date, a telegram,
      telex, facsimile transmission or letter setting forth the name of the
      Holder, the principal amount of the Note the Holder tendered and a
      statement that such Holder is withdrawing all or a portion of his tender;

            (11) that (a) if Notes in an aggregate principal amount less than or
      equal to the Purchase Amount are duly tendered and not withdrawn pursuant
      to the Offer to Purchase, the Company shall purchase all such Notes and
      (b) if Notes in an aggregate principal amount in excess of the Purchase
      Amount are tendered and not withdrawn pursuant to the Offer to Purchase,
      the Company shall purchase Notes having an aggregate principal


                                       30
<PAGE>

      amount equal to the Purchase Amount on a pro rata basis (with such
      adjustments as may be deem appropriate so that only Securities in
      denominations of $1,000 or integral multiples thereof shall be purchased);
      and

            (12) that in the case of any Holder whose Note is purchased only in
      part, the Company shall execute, and the Trustee shall authenticate and
      deliver to the Holder of such Note without service charge, a new Note or
      Notes, of any authorized denomination as requested by such Holder, in an
      aggregate amount equal to and in exchange for the unpurchased portion of
      the Security so tendered.

      Any Offer to Purchase shall be governed by and effected in accordance with
      the Offer Document for such Offer to Purchase.

            "OFFICERS' CERTIFICATE" means a certificate that meets the
      requirements listed under the definition of Opinion of Counsel signed on
      behalf of the Company by two officers of the Company, one of whom must be
      the principal executive officer, the principal financial officer, the
      treasurer or the principal accounting officer of the Company.

            "OPINION OF COUNSEL" means a certificate or opinion with respect to
      compliance with a condition or covenant provided in this Tenth
      Supplemental Indenture from legal counsel, who may be an employee of or
      counsel to the Company, any Subsidiary of the Company or the Trustee, that
      complies with the provisions of TIA Section 314(e) and includes: (i) a
      statement that the Person making such certificate or opinion has read such
      covenant or condition; (ii) a brief statement as to the nature and scope
      of the examination or investigation upon which the statements or opinions
      contained in such certificate or opinion are based; (iii) a statement
      that, in the opinion of such Person, he or she has made such examination
      or investigation as is necessary to enable him to express an informed
      opinion as to whether or not such covenant or condition has been
      satisfied; and (iv) a statement as to whether or not, in the opinion of
      such Person, such condition or covenant has been satisfied.

            "PARI PASSU" when used with respect to the ranking of any Debt of
      any Person in relation to other Debt of such Person means that each such
      Debt (a) either (i) is not subordinated in right of payment to any other
      Debt of such Person or (ii) is subordinate in right of payment to the same
      Debt of such Person as is the other Debt and is so subordinate to the same
      extent and (b) is not subordinate in right of payment to the other Debt or
      to any Debt of such Person as to which the other Debt is not so
      subordinate.

            "PARTICIPANT" means, with respect to the Depositary, Euroclear or
      Clearstream, a Person who has an account with the Depositary, Euroclear or
      Clearstream, respectively (and, with respect to DTC, shall include
      Euroclear and Clearstream).

            "PERMITTED ALLIED SUCCESSOR" means (i) an issuer, other than Allied,
      of Voting Securities issued to the shareholders of Allied in a merger,
      consolidation or other transaction permitted by clause (i)(c) of the
      definition of Change of Control, (ii) Apollo and (iii) Blackstone.

            "PERMITTED INTEREST RATE OR CURRENCY PROTECTION AGREEMENT" of any
      Person means any Interest Rate or Currency Protection Agreement entered
      into with one or more financial institutions in the ordinary course of
      business that is designed to protect such Person against fluctuations in
      interest rates or currency exchange rates with respect to Debt


                                       31
<PAGE>

      incurred and which shall have a notional amount no greater than the
      payments due with respect to the Debt being hedged thereby.

            "PERMITTED INVESTMENT" means (i) Investments in the Company or any
      Person that is, or as a consequence of such investment becomes, a
      Restricted Subsidiary, (ii) securities either issued directly or fully
      guaranteed or insured by the government of the United States of America or
      any agency or instrumentality thereof having maturities of not more than
      one year, (iii) time deposits and certificates of deposit, demand deposits
      and banker's acceptances having maturities of not more than one year from
      the date of deposit, of any domestic commercial bank having capital and
      surplus in excess of $500 million, (iv) demand deposits made in the
      ordinary course of business and consistent with the Company's customary
      cash management policy in any domestic office of any commercial bank
      organized under the laws of the United States of America or any State
      thereof, (v) insured deposits issued by commercial banks of the type
      described in clause (iv) above, (vi) mutual funds whose investment
      guidelines restrict such funds' investments primarily to those satisfying
      the provisions of clauses (i) through (iii) above, (vii) repurchase
      obligations with a term of not more than 90 days for underlying securities
      of the types described in clauses (ii) and (iii) above entered into with
      any bank meeting the qualifications specified in clause (iii) above,
      (viii) commercial paper (other than commercial paper issued by an
      Affiliate or Related Person) rated A-1 or the equivalent thereof by
      Standard & Poor's Ratings Group or P-1 or the equivalent thereof by
      Moody's Investors Services, Inc., and in each case maturing within 360
      days, (ix) receivables owing to the Company or a Restricted Subsidiary of
      the Company if created or acquired in the ordinary course of business and
      payable or dischargeable in accordance with customary trade terms and
      extensions of trade credit in the ordinary course of business, (x) any
      Investment consisting of loans and advances to employees of the Company or
      any Restricted Subsidiary for travel, entertainment, relocation or other
      expenses in the ordinary course of business, (xi) any Investment
      consisting of loans and advances by the Company or any Restricted
      Subsidiary to employees, officers and directors of the Company or Allied,
      in connection with management incentive plans not to exceed $25 million at
      any time outstanding; provided, however, that to the extent the proceeds
      thereof are used to purchase Capital Stock (other than Redeemable
      Interests) of (A) the Company from the Company or (B) Allied from Allied
      if Allied uses the proceeds thereof to acquire Capital Stock (other than
      Redeemable Interests) of the Company, such limitation on the amount of
      such Investments at any time outstanding shall not apply with respect to
      such Investments, (xii) any Investment consisting of a Permitted Interest
      Rate or Currency Protection Agreement, (xiii) any Investment acquired by
      the Company or any of its Restricted Subsidiaries (A) in exchange for any
      other Investment or accounts receivable held by the Company or any such
      Restricted Subsidiary in connection with or as a result of a bankruptcy,
      workout, reorganization or recapitalization of the issuer of such other
      Investment or accounts receivable or (B) as a result of a foreclosure by
      the Company or any of its Restricted Subsidiaries with respect to any
      secured Investment or other transfer of title with respect to any secured
      Investment in default, (xiv) any Investment that constitutes part of the
      consideration from any Asset Disposition made pursuant to, and in
      compliance with, subsection 12(a) of Section 1.01 of this Tenth
      Supplemental Indenture, (xv) Investments the payment for which consists
      exclusively of Capital Stock (exclusive of Redeemable Interests) of the
      Company, and (xvi) other Investments in an aggregate amount not to exceed
      15% of the Consolidated Total Assets of the Company outstanding at any
      time.


                                       32
<PAGE>

            "PERMITTED LIENS" means (i) Liens securing indebtedness under the
      Credit Facility that was permitted by the terms of the Indenture to be
      incurred; (ii) Liens incurred after the date of this Tenth Supplemental
      Indenture securing Debt of the Company that ranks pari passu in right of
      payment to the Notes, so long as the Notes are secured equally and ratably
      with such Debt for so long as such Debt is secured; (iii) Liens in favor
      of the Company or any Restricted Subsidiary; (iv) Liens on property of, or
      shares of Stock or evidences of Debt of, a Person existing at the time
      such Person is merged into or consolidated with the Company or any
      Restricted Subsidiary of the Company, provided that such Liens were not
      incurred in contemplation of such merger or consolidation and do not
      extend to any assets other than those of the Person merged into or
      consolidated with the Company or any Restricted Subsidiary; (v) Liens on
      property existing at the time of acquisition thereof by the Company or any
      Restricted Subsidiary of the Company, provided that such Liens were not
      incurred in contemplation of such acquisition; (vi) Liens existing on the
      date of this Tenth Supplemental Indenture; (vii) Liens for taxes,
      assessments or governmental charges or claims that are not yet delinquent
      or that are being contested in good faith by appropriate proceedings
      promptly instituted and diligently concluded, provided that any reserve or
      other appropriate provision as shall be required in conformity with GAAP
      shall have been made therefor; (viii) Liens securing Permitted Refinancing
      Debt where the Liens securing the Permitted Refinancing Debt were
      permitted under the Indenture; (ix) landlords', carriers', warehousemen's,
      mechanics', materialmen's, repairmen's or the like Liens arising by
      contract or statute in the ordinary course of business and with respect to
      amounts which are not yet delinquent or are being contested in good faith
      by appropriate proceedings; (x) pledges or deposits made in the ordinary
      course of business (A) in connection with leases, performance bonds and
      similar obligations, or (B) in connection with workers' compensation,
      unemployment insurance and other social security legislation; (xi)
      easements, rights-of-way, restrictions, minor defects or irregularities in
      title and other similar encumbrances which, in the aggregate, do not
      materially detract from the value of the property subject thereto or
      materially interfere with the ordinary conduct of the business of the
      Company or such Restricted Subsidiary; (xii) any attachment or judgment
      Lien that does not constitute an Event of Default; (xiii) Liens in favor
      of the Trustee for its own benefit and for the benefit of the Holders;
      (xiv) any interest or title of a lessor pursuant to a lease constituting a
      Capital Lease Obligation; (xv) pledges or deposits made in connection with
      acquisition agreements or letters of intent entered into in respect of a
      proposed acquisition; (xvi) Liens in favor of prior holders of leases on
      property acquired by the Company or of sublessors under leases on the
      Company property; (xvii) Liens incurred or deposits made to secure the
      performance of tenders, bids, leases, statutory or regulatory obligations,
      banker's acceptances, surety and appeal bonds, government contracts,
      performance and return-of-money bonds and other obligations of a similar
      nature incurred in the ordinary course of business (exclusive of
      obligations for the payment of borrowed money); (xviii) Liens (including
      extensions and renewals thereof) upon real or personal property acquired
      after the date of this Tenth Supplemental Indenture; provided that (a) any
      such Lien is created solely for the purpose of securing Debt incurred, in
      accordance with subsection 12(d) of Section 1.01 of this Tenth
      Supplemental Indenture (1) to finance the cost (including the cost of
      improvement or construction) of the item, property or assets subject
      thereto and such Lien is created prior to, at the time of or within three
      months after the later of the acquisition, the completion of construction
      or the commencement of full operation of such property or (2) to refinance
      any Debt previously so secured, (b) the principal amount of the Debt
      secured by such Lien does not exceed 100% of such cost and (c) any such
      Lien shall not extend to or cover any property or asset other than such
      item of property or assets and any improvements on such item; (xix) leases
      or subleases granted to others that do not materially interfere with the
      ordinary course of


                                       33
<PAGE>

      business of the Company and its Restricted Subsidiaries, taken as a whole;
      (xx) Liens arising from filing Uniform Commercial Code financing
      statements regarding leases; (xxi) Liens on property of, or on shares of
      stock or Debt of, any Person existing at the time such Person becomes, or
      becomes a part of, any Restricted Subsidiary, provided that such Liens do
      not extend to or cover any property or assets of the Company or any
      Restricted Subsidiary other than the property or assets acquired; (xxii)
      Liens encumbering deposits securing Debt under Permitted Interest Rate
      Currency or Commodity Price Agreements; (xxiii) Liens arising out of
      conditional sale, title retention, consignment or similar arrangements for
      the sale of goods entered into by the Company or any of its Restricted
      Subsidiaries in the ordinary course of business in accordance with the
      past practices of the Company and its Restricted Subsidiaries; (xxiv) any
      renewal of or substitution of any Liens permitted by any of the preceding
      clauses, provided that the Debt secured is not increased (other than by
      the amount of any premium and accrued interest, plus customary fees,
      consent payments, expenses and costs related to such renewal or
      substitution of Liens or the incurrence of any related refinancing of
      Debt) and the Liens are not extended to any additional assets (other than
      proceeds and accessions); (xxv) Liens incurred in the ordinary course of
      business of the Company or any Restricted Subsidiary of the Company with
      respect to obligations that do not exceed $50 million at any one time
      outstanding and that (a) are not incurred in connection with the borrowing
      of money or the obtaining of advances or credit (other than trade credit
      in the ordinary course of business) and (b) do not in the aggregate
      materially detract from the value of the property or materially impair the
      use thereof in the operation of business by the Company or such Restricted
      Subsidiary; and (xxvi) Liens on assets of Unrestricted Subsidiaries that
      secure non-recourse Debt of Unrestricted Subsidiaries. This definition
      does not authorize the incurrence of any Debt not otherwise permitted by
      subsection 12(d) of Section 1.01 of this Tenth Supplemental Indenture.

            "PERMITTED TRANSFEREE" means, with respect to any Person: (a) any
      Affiliate of such Person; (b) any investment manager, investment advisor,
      or constituent general partner of such Person; or (c) any investment fund,
      investment account, or investment entity that is organized by such Person
      or its Affiliates and whose investment manager, investment advisor, or
      constituent general partner is such Person or a Permitted Transferee of
      such Person.

            "PREFERRED STOCK", as applied to the Capital Stock of any Person,
      means Capital Stock of such Person of any class or classes (however
      designated) that ranks prior, as to the payment of dividends or as to the
      distribution of assets upon any voluntary or involuntary liquidation,
      dissolution or winding up of such Person, to shares of Capital Stock of
      any other class of such Person.

            "PUBLIC OFFERING" means any underwritten public offering of Capital
      Stock pursuant to a registration statement filed under the Securities Act.

            "PURCHASE DATE" means a settlement for the purchase of Notes within
      five Business Days after the Offer Expiration Date.

            "RELATED BUSINESS" means a business substantially similar to the
      business engaged in by the Company and its Subsidiaries on the date of
      this Tenth Supplemental Indenture.


                                       34
<PAGE>

            "RELATED PERSON" of any Person means, without limitation, any other
      Person owning (a) 5% or more of the outstanding Common Stock of such
      Person or (b) 5% or more of the Voting Stock of such Person.

            "SPECIAL PURPOSE SUBSIDIARIES" means Saguaro National Insurance
      Company, a Vermont corporation, Global Indemnity Assurance, a Vermont
      corporation and a Subsidiary of BFI, Commercial Reassurance Limited, a
      corporation organized under the laws of the Republic of Ireland and a
      Subsidiary of BFI, and Allied Receivables Funding Incorporated, a Delaware
      corporation.

            "SUBORDINATED NOTES" means the 10% Senior Subordinated Notes due
      2009, issued in July 1999 by the Company.

            "TREASURY YIELD" means with respect to any Redemption Date, the rate
      per annum equal to the semi-annual equivalent yield to maturity of the
      Comparable Treasury Issue, assuming a price for the Comparable Treasury
      Issue (expressed as a percentage of its principal amount) equal to the
      Comparable Treasury Price for such Redemption Date.

            "U.S. PERSON" means a U.S. person as defined in Rule 902(o) under
      the Securities Act.

            "UNRESTRICTED SUBSIDIARY" means (i) at any date, a Subsidiary of the
      Company that is an Unrestricted Subsidiary in accordance with the
      provisions of subsection 12(j) of Section 1.01 hereof, and (ii) for any
      period, a Subsidiary of the Company that for any portion of such period is
      an Unrestricted Subsidiary in accordance with the provisions of subsection
      12(j) of Section 1.01 hereof, provided that such term shall mean such
      Subsidiary only for such portion of such period.

            "VOTING STOCK" of any Person means Capital Stock of such Person that
      ordinarily has voting power for the election of directors (or persons
      performing similar functions) of such Person, whether at all times or only
      so long as no senior class of securities has such voting power by reason
      of any contingency.

                                  ARTICLE IV.
                                  MISCELLANEOUS

      Section 4.01 DEFINITIONS.

      Capitalized terms used but not defined in this Tenth Supplemental
Indenture shall have the meanings ascribed thereto in the Indenture.

      Section 4.02 CONFIRMATION OF INDENTURE.

      The Indenture, as modified, supplemented and superseded by this Tenth
Supplemental Indenture, is in all respects ratified and confirmed, and the
Indenture and this Tenth Supplemental Indenture shall be read, taken and
construed as one and the same instrument. (References herein to the Indenture
shall be deemed to be to the Indenture, as modified, supplemented and superseded
by this Tenth Supplemental Indenture).

      Section 4.03 CONCERNING THE TRUSTEE.


                                       35
<PAGE>

      The Trustee assumes no duties, responsibilities or liabilities by reason
of this Tenth Supplemental Indenture other than as set forth in the Indenture
and, in carrying out its responsibilities hereunder, shall have all of the
rights, protections and immunities which it possesses under the Indenture.

      Section 4.04 GOVERNING LAW.

      This Tenth Supplemental Indenture, the Indenture and the Notes shall be
governed by and construed in accordance with the laws of the State of New York
without giving effect to any provisions thereof relating to conflicts of law.

      Section 4.05 SEPARABILITY.

      In case any provision in this Tenth Supplemental Indenture shall for any
reason be held to be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

      Section 4.06 COUNTERPARTS.

      This Tenth Supplemental Indenture may be executed in any number of
counterparts each of which shall be an original, but such counterparts shall
together constitute but one and the same instrument.


                                       36
<PAGE>


      IN WITNESS WHEREOF, the parties hereto have caused this Tenth Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.

                                      ALLIED WASTE NORTH AMERICA, INC.


                                      By:
                                         ---------------------------------------
                                         Name:  Thomas P. Martin
                                         Title: Treasurer


                                      ALLIED WASTE INDUSTRIES, INC.

                                      for purposes of Article 15 of the
                                      Indenture and as Guarantor of the
                                      Securities and as Guarantor of the
                                      obligations of the Subsidiary Guarantors
                                      under the Subsidiary Guarantees


                                      By:
                                         ---------------------------------------
                                         Name:  Thomas P. Martin
                                         Title: Treasurer


<PAGE>


                                      Each of the Subsidiary Guarantors Listed
                                      on Schedule I hereto, as Guarantor of the
                                      Securities


                                      By:
                                         ---------------------------------------
                                         Name:  Thomas P. Martin
                                         Title: Treasurer


                                      U.S. BANK NATIONAL ASSOCIATION


                                      By:
                                         ---------------------------------------
                                         Name:
                                         Title:


<PAGE>


                                                                       EXHIBIT A

                                 [Face of Note]
--------------------------------------------------------------------------------

                                                         CUSIP/CINS ____________

                          7-7/8% SENIOR NOTES DUE 2013

No. ______                                                         $____________

                        ALLIED WASTE NORTH AMERICA, INC.

promises to pay to Cede & Co.,

or registered assigns,

the principal sum of
                    ------------------------------------------------------------

Dollars on April 15, 2013.

Interest Payment Dates:  April 15 and October 15, commencing October 15, 2003

Record Dates: April 1 and October 1

Dated:


                                      ALLIED WASTE NORTH AMERICA, INC.


                                      By:
                                         ---------------------------------------
                                         Name:
                                         Title:



This is one of the Notes referred to
in the within-mentioned Indenture:


U.S. BANK NATIONAL ASSOCIATION,
as Trustee

By:
   --------------------------------
      Authorized Signatory



<PAGE>

                                                                       EXHIBIT A

                                 [Back of Note]

                          7-7/8% SENIOR NOTES DUE 2013

             [Insert the Global Note Legend, if applicable pursuant,
                      to the provisions of the Indenture]

      Capitalized terms used herein shall have the meanings assigned to them in
the Indenture referred to below unless otherwise indicated.

      1. INTEREST. Allied Waste North America, Inc., a Delaware corporation (the
"COMPANY"), promises to pay interest on the principal amount of this Note at
7-7/8% per annum from the date hereof until maturity. The Company shall pay
interest semi-annually in arrears on April 15 and October 15 of each year,
beginning on October 15, 2003, or if any such day is not a Business Day, on the
next succeeding Business Day (each an "Interest Payment Date"). Interest on the
Notes shall accrue from the most recent date to which interest has been paid or,
if no interest has been paid, from the date of issuance; provided that if there
is no existing Default in the payment of interest, and if this Note is
authenticated between a record date referred to on the face hereof and the next
succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided, further, that the first Interest
Payment Date shall be October 15, 2003. The Company shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue principal and premium, if any, from time to time on demand at a rate
that is 2% per annum in excess of the rate then in effect; it shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue installments of interest, from time to time on demand at the same rate
to the extent lawful. Interest shall be computed on the basis of a 360 day year
of twelve 30 day months.

      2. METHOD OF PAYMENT. The Company shall pay interest on the Notes (except
defaulted interest) to the Persons who are registered Holders of Notes at the
close of business on the April 1 or October 1 next preceding the Interest
Payment Date, even if such Notes are canceled after such record date and on or
before such Interest Payment Date, except as provided in Section 3.7(b) of the
Indenture with respect to defaulted interest. The Notes shall be payable as to
principal, premium and interest at the office or agency of the Company
maintained for such purpose within or without the City and State of New York,
or, at the option of the Company, payment of interest may be made by check
mailed to the Holders at their addresses set forth in the register of Holders,
and provided that payment by wire transfer of immediately available funds shall
be required with respect to principal of and interest on all Global Notes and
all other Notes the Holders of which shall have provided wire transfer
instructions to the Company or the Paying Agent at least 10 Business Days prior
to the applicable payment date. Such payment shall be in such coin or currency
of the United States of America as at the time of payment is legal tender for
payment of public and private debts.

      3. PAYING AGENT AND REGISTRAR. Initially, U.S. Bank National Association,
the Trustee under the Indenture, shall act as Paying Agent and Registrar. The
Company may change any Paying Agent or Registrar without notice to any Holder.
The Company or any of its Subsidiaries may act in any such capacity.

      4. INDENTURE. The Company issued the Notes under an Indenture dated as of
December 23, 1998, as amended by the Tenth Supplemental Indenture dated as of
April 9, 2003 (together, the "INDENTURE"), each among the Company, the
Guarantors and the Trustee. The terms of the Notes include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (15 U.S. Code Sections 77aaa-77bbbb).
The Notes are subject to all such terms, and Holders are referred to the
Indenture and such Act for a statement of such terms. To the extent any

                                      A-2
<PAGE>

                                                                       EXHIBIT A

provision of this Note conflicts with the express provisions of the Indenture,
the provisions of the Indenture shall govern and be controlling.

      5. OPTIONAL REDEMPTION.

            (a) Except as set forth in subparagraph (b) and (c) of this
Paragraph 5, the Company shall not have the option to redeem the Notes prior to
the final maturity of such Notes.

            (b) At any time, or from time to time, prior to April 15, 2006, up
to 33-1/3% in aggregate principal amount of the Notes originally issued under
the Indenture shall be redeemable, at the option of the Company, from the net
proceeds of one or more Public Offerings of Capital Stock (other than Redeemable
Interests) of Allied, at a Redemption Price equal to 107.875% of the principal
amount thereof, together with accrued but unpaid interest to the Redemption Date
(subject to the right of Holders of record on the relevant Regular Record Date
to receive interest due on an Interest Payment Date that is on or prior to the
Redemption Date); provided that the notice of redemption with respect to any
such redemption is mailed within 30 days following the closing of the
corresponding Public Offering.

            (c) On or after April 15, 2008, the Company may redeem all or a part
of the Notes upon not less than 30 nor more than 60 days' notice, at the
redemption prices (expressed as percentages of principal amount) set forth below
plus accrued and unpaid interest thereon, to the applicable redemption date, if
redeemed during the twelve-month period beginning on April 15 of the years
indicated below:

<TABLE>
<CAPTION>
         Year                                        Percentage
         ----                                        ----------
<S>                                                  <C>
         2008.....................................    103.938%
         2009......................................   102.625%
         2010......................................   101.313%
         2011 and thereafter.......................   100.000%
</TABLE>

      6. MANDATORY REDEMPTION. Except as set forth in paragraph 7 below, the
Company shall not be required to make mandatory redemption payments with respect
to the Notes.

      7. REPURCHASE AT OPTION OF HOLDER. The Indenture provides that, subject to
certain conditions, if (i) certain Net Available Proceeds are available to the
Company as a result of Asset Dispositions or (ii) a Change of Control occurs,
the Company shall be required to make an Offer to Purchase for all or a
specified portion of the Securities.

      8. NOTICE OF REDEMPTION. Notice of redemption shall be mailed no less than
30 days but no more than 60 days before the redemption date to each Holder whose
Notes are to be redeemed at its registered address. Notes in denominations
larger than $1,000 may be redeemed in part but only in whole multiples of
$1,000, unless all of the Notes held by a Holder are to be redeemed. On and
after the redemption date interest ceases to accrue on Notes or portions thereof
called for redemption.

      9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, the Company


                                      A-3
<PAGE>

                                                                       EXHIBIT A

need not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed or during the period between a record
date and the corresponding Interest Payment Date.

      10. PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated
as its owner for all purposes.

      11. AMENDMENT, SUPPLEMENT AND WAIVER. The Indenture permits, with certain
exceptions as therein provided, the amendment thereof and the modification of
the rights and obligations of the Company and the Guarantors and the rights of
the Holders of the Securities under the Indenture at any time by the Company,
the Guarantors and the Trustee with the consent of the Holders of a majority in
aggregate principal amount of the Notes at the time.

      12. DEFAULTS AND REMEDIES. Events of Default include: (i) default for 30
days in the payment when due of interest on the Notes; (ii) default in payment
when due of principal of or premium, if any, on the Notes when the same becomes
due and payable at maturity, upon redemption (including in connection with an
Offer to Purchase) or otherwise, (iii) failure by the Company to comply with
subsections 12(a) or 12(b) of Section 1.01 of the Indenture or Article 7 of the
Indenture (as superseded by subsection 13 of Section 1.01 of the Tenth
Supplemental Indenture); (iv) failure by the Company for 60 days after notice to
the Company or the Holders of at least 10% in principal amount of the Notes
(including Additional Notes, if any) then outstanding voting as a single class
to comply with certain other agreements in the Indenture and the Notes; (v)
default under certain other agreements relating to Debt of the Company which
default results in the acceleration of such Debt prior to its express maturity;
(vi) certain final judgments for the payment of money that remain undischarged
for a period of 60 days; and (vii) certain events of bankruptcy or insolvency
with respect to the Company or any of its Material Subsidiaries. If any Event of
Default (other than an Event of Default of the type described in clause (vii)
above) occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the then outstanding Notes may declare all the Notes to be
due and payable. Notwithstanding the foregoing, in the case of an Event of
Default arising from certain events of bankruptcy or insolvency, all outstanding
Notes shall become due and payable without further action or notice; provided,
however, that after such acceleration, but before a judgment or decree based on
acceleration, the Holders of a majority in aggregate principal amount of
Outstanding Notes of such issue may, under certain circumstances, rescind and
annul such acceleration if all Events of Default, other than the non-payment of
accelerated principal, have been cured or waived as provided in the Indenture.
Holders may not enforce the Indenture or the Notes except as provided in the
Indenture. Subject to certain limitations, Holders of a majority in principal
amount of the then outstanding Notes may direct the Trustee in its exercise of
any trust or power. The Trustee may withhold from Holders of the Notes notice of
any continuing Default or Event of Default (except a Default or Event of Default
relating to the payment of principal or interest) if it determines that
withholding notice is in their interest. The Holders of a majority in aggregate
principal amount of the Notes then outstanding by notice to the Trustee may on
behalf of the Holders of all of the Notes waive any existing Default or Event of
Default and its consequences under the Indenture except a continuing Default or
Event of Default in the payment of interest on, or the principal of, the Notes.
The Company is required to deliver to the Trustee annually a statement regarding
compliance with the Indenture, and the Company is required upon becoming aware
of any Default or Event of Default, to deliver to the Trustee a statement
specifying such Default or Event of Default.

      13. TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or any
other capacity, may make loans to, accept deposits from, and perform services
for the Company or its Affiliates, and may otherwise deal with the Company or
its Affiliates, as if it were not the Trustee.


                                      A-4
<PAGE>

                                                                       EXHIBIT A

      14. NO RECOURSE AGAINST OTHERS. A director, officer, employee,
incorporator or stockholder, of the Company, as such, shall not have any
liability for any obligations of the Company under the Notes or the Indenture or
for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Notes.

      15. AUTHENTICATION. This Note shall not be valid until authenticated by
the manual signature of the Trustee or an authenticating agent.

      16. ABBREVIATIONS. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

      17. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

      The Company shall furnish to any Holder upon written request and without
charge a copy of the Indenture. Requests may be made to:



ALLIED WASTE NORTH AMERICA, INC.
15880 North Greenway - Hayden Loop, Suite 100
Scottsdale, AZ  85260
Attention:  Treasurer


                                      A-5
<PAGE>

                                                                       EXHIBIT A

                                 ASSIGNMENT FORM

      To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:
                                             -----------------------------------
                                               (Insert assignee's legal name)

--------------------------------------------------------------------------------
                  (Insert assignee's soc. sec. or tax I.D. no.)

--------------------------------------------------------------------------------


--------------------------------------------------------------------------------


--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
              (Print or type assignee's name, address and zip code)

and irrevocably appoint
                       ---------------------------------------------------------
to transfer this Note on the books of the Company. The agent may substitute
another to act for him.


Date:
     -------------------------------


                                      Your Signature:
                                                     ---------------------------
                                         (Sign exactly as your name appears
                                              on the face of this Note)


Signature Guarantee:
                    -------------------------------


                                      A-6
<PAGE>

                                                                       EXHIBIT A

                       OPTION OF HOLDER TO ELECT PURCHASE

      If you want to elect to have this Note purchased by the Company pursuant
to subsection 12(a) or 12(b) of Section 1.01 of the Tenth Supplemental
Indenture, check the appropriate box below:

                   [ ]  Subsection 12(a)    [ ]  Subsection 12(b)

      If you want to elect to have only part of the Note purchased by the
Company pursuant to subsection 12(a) or Section 12(b) of Section 1.01 of the
Tenth Supplemental Indenture, state the amount you elect to have purchased:

                                 $--------------


Date:
     -------------------------------


                                      Your Signature:
                                                     ---------------------------
                                      (Sign exactly as your name appears on the
                                               face of this Note)


                                          Tax Identification No.:
                                                                 ---------------


Signature Guarantee:
                    -------------------------------


                                      A-7
<PAGE>

                                                                       EXHIBIT A

              SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

      The following exchanges of a part of this Global Note for an interest in
another Global Note or for a Definitive Note, or exchanges of a part of another
Global Note or Definitive Note for an interest in this Global Note, have been
made:

<TABLE>
<CAPTION>
                                                                     Principal Amount of
                                                                       this Global Note         Signature of
                       Amount of decrease    Amount of increase in      following such       authorized officer
                       in Principal Amount    Principal Amount of        decrease (or        of Trustee or Note
Date of Exchange       of this Global Note      this Global Note           increase)              Custodian
----------------       -------------------      ----------------     -------------------     ------------------
<S>                    <C>                   <C>                     <C>                     <C>

</TABLE>



                                      A-8