<PAGE>   1
                                                                     EXHIBIT 4.1

                                                                  Conformed Copy













                          ALLIED WASTE INDUSTRIES, INC.

                                                                       As Issuer


                                       to


                         FIRST BANK NATIONAL ASSOCIATION

                                                                      As Trustee


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

                                    Indenture

                            Dated as of May 15, 1997

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




                                  $418,000,000


                      11.30% SENIOR DISCOUNT NOTES DUE 2007
<PAGE>   2
                          ALLIED WASTE INDUSTRIES, INC.

                 Certain Sections of this Indenture relating to
                         Sections 310 through 318 of the
                          Trust Indenture Act of 1939:

<TABLE>
<CAPTION>
Trust Indenture                                                              Indenture
  Act Section                                                                 Section
  -----------                                                                 -------
<S>                        <C>                                              <C>
Section 310(a)(1)          ...............................................       609
         (a)(2)            ...............................................       609
         (a)(3)            ...............................................       Not Applicable
         (a)(4)            ...............................................       Not Applicable
         (b)               ...............................................       608
                                                                                 610
Section 311(a)             ...............................................       613
         (b)               ...............................................       613
Section 312(a)             ...............................................       701
                                                                                 702(a)
         (b)               ...............................................       702(b)
         (c)               ...............................................       702(c)
Section 313(a)             ...............................................       703(a)
         (a)(4)            ...............................................       101
                                                                                 1004
         (b)               ...............................................       703(a)
         (c)               ...............................................       703(a)
         (d)               ...............................................       703(b)
Section 314(a)             ...............................................       704
         (b)               ...............................................       Not Applicable
         (c)(1)            ...............................................       102
         (c)(2)            ...............................................       102
         (c)(3)            ...............................................       Not Applicable
         (d)               ...............................................       Not Applicable
         (e)               ...............................................       102
Section 315(a)             ...............................................       601
         (b)               ...............................................       602
         (c)               ...............................................       601
         (d)               ...............................................       601
         (e)               ...............................................       514
Section 316(a)             ...............................................       101
         (a)(1)(A)         ...............................................       502
                                                                                 512
</TABLE>


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

Note:    This reconciliation and tie shall not, for any purpose, be deemed to be
         a part of the Indenture.
<PAGE>   3
<TABLE>
<CAPTION>
<S>                        <C>                                                <C>
         (a)(1)(B)         ...............................................       513
         (a)(2)            ...............................................       Not Applicable
         (b)               ...............................................       508
         (c)               ...............................................       104
Section 317(a)(1)          ...............................................       503
         (a)(2)            ...............................................       504
         (b)               ...............................................       1003
Section 318(a)             ...............................................       107
</TABLE>


INDENTURE, dated as of May 15, 1997, among ALLIED WASTE INDUSTRIES, INC., a
corporation duly organized and existing under the laws of the State of Delaware
(herein called the "Company"), having its principal office at 15880 North
Greenway-Hayden Loop, Suite 100, Scottsdale, AZ 85260, and FIRST BANK NATIONAL
ASSOCIATION, a national banking association, as Trustee (herein called the
"Trustee").


                             RECITALS OF THE COMPANY

                  The Company has duly authorized the creation of an issue of
$418,000,000 aggregate principal amount of its 11.30% Senior Discount Notes due
2007(herein called the "Securities") of substantially the tenor and amount
hereinafter set forth, and to provide therefor the Company has duly authorized
the execution and delivery of this Indenture. The Securities may consist of
either or both of Original Securities or Exchange Securities, each as defined
herein. The Original Securities and the Exchange Securities shall rank pari
passu with one another.

                  The Company owns beneficially and of record 100% of the
Capital Stock of Allied Waste North America, Inc. ("Allied Waste N.A."); the
Company and Allied Waste N.A. are members of the same consolidated group of
companies and are engaged in related businesses.

                  All things necessary (i) to make the Securities, when executed
by the Company and authenticated and delivered hereunder and duly issued by the
Company, the valid obligations of the Company and (ii) to make this Indenture a
valid agreement of the Company, all in accordance with their respective terms,
have been done.
<PAGE>   4
                  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

          For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually agreed, for the equal and
proportionate benefit of all Holders of the Securities, as follows:

                                   ARTICLE ONE

                        Definitions and Other Provisions
                             of General Application

SECTION 101.      Definitions

                  For all purposes of this Indenture, except as otherwise
expressly provided or unless the context otherwise requires:

                  (1) the terms defined in this Article have the meanings
         assigned to them in this Article and include the plural as well as the
         singular;

                  (2) all other terms used herein which are defined in the Trust
         Indenture Act, either directly or by reference therein, have the
         meanings assigned to them therein;

                  (3) all accounting terms not otherwise defined herein have the
         meanings assigned to them in accordance with generally accepted
         accounting principles, and, except as otherwise herein expressly
         provided, the term "generally accepted accounting principles" with
         respect to any computation required or permitted hereunder shall mean
         such accounting principles as are generally accepted at the date of
         such computation;

                  (4) all references in this Indenture and the Securities to
         interest in respect of any Security shall be deemed to include all
         Special Interest, if any, in respect of such Security, unless the
         context otherwise requires, and express mention of the payment of
         Special Interest in any provision hereof or thereof shall not

                                      -2-
<PAGE>   5
         be construed as excluding reference to Special Interest in those
         provisions hereof or thereof where such express mention is not made;
         all references in this Indenture and the Securities to principal in
         respect of any Security shall be deemed to include any Redemption Price
         or Purchase Price payable in respect of such Security pursuant to any
         redemption or Offer to Purchase hereunder (and all such references to
         the Stated Maturity of the principal in respect of any Security shall
         be deemed to include the Redemption Date with respect to any such
         Redemption Price and the Purchase Date with respect to any such
         Purchase Price), and express mention of the payment of any Redemption
         Price or Purchase Price in any provision hereof or thereof shall not be
         construed as excluding reference to any Redemption Price or Purchase
         Price in those provisions hereof or thereof where such express
         reference is not made;

                  (5) all references in this Indenture to the "principal" of any
         Security shall refer to the Accreted Value of such Security and all
         references in this Indenture to the "principal amount" of any Security
         shall refer to the amount of the principal sum stated as payable by the
         Company on June 1, 2007 to the Holder of such Security in the first
         paragraph of the form of face of the Securities in Section 202, in each
         case unless the context otherwise requires;

                  (6) references in this Indenture to the "Collateral
         Agreement," to the requirements thereof and to the related terms
         "Collateral," "Collateral Account" and "Credit Suisse Letter of Credit"
         shall be applicable only if the Collateral Agreement is, and such
         references shall not be applicable if the Collateral Agreement is not,
         executed and delivered by the Company pursuant to the requirements of
         the Note Purchase Agreement;

                  (7) unless the context otherwise requires, any reference to
         "Article", "Section" or "Annex" refers to an Article or Section of or
         Annex to this Indenture; and

                                      -3-
<PAGE>   6
                  (8) the words "herein", "hereof" and "hereunder" and other
         words of similar import refer to this Indenture as a whole and not to
         any particular Article, Section or other subdivision.

                  "Accreted Value" means, (a) as of any date prior to June 1,
2002, an amount per $1,000 principal amount of Securities that is equal to the
sum of (i) the initial offering price ($574.36 per $1,000 principal amount of
Notes) of such Securities and (ii) the portion of the excess of the principal
amount of such Securities over such initial offering price which shall have been
amortized through such date, such amount to be so amortized on a daily basis and
compounded semi-annually on each June 1 and December 1 at the rate of 11.30% per
annum from the date of original issue of the Securities through the date of
determination computed on the basis of a 360-day year of twelve 30-day months
and (b) as of any date on or after June 1, 2002, the principal amount of each
Security.

                  "Acquisition" means the acquisition by the Company and certain
of its Subsidiaries, pursuant to a Stock Purchase Agreement dated September 17,
1996 among the Company, Allied Waste N.A., Allied Canada, Laidlaw and certain of
its subsidiaries, of substantially all of the non-hazardous solid waste
management business conducted by Laidlaw in the United States and Canada.

                  "Act", when used with respect to any Holder, has the meaning
specified in Section 104.

                  "Affiliate" of any Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such Person. For the purposes of this definition, "control" when
used with respect to any Person means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

                  "Agent Member" means any member of, or participant in, the
Depositary.

                                      -4-
<PAGE>   7
                  "Allied Canada" means Allied Waste Holdings (Canada) Ltd., a
Canadian corporation and a Subsidiary of the Company.

                  "Allied Canada Debentures" means the Zero Coupon Junior
Subordinated Debenture of Allied Canada and the 7% Junior Subordinated Debenture
of Allied Canada issued to Laidlaw in connection with the Acquisition and
subsequently transferred by Laidlaw to Allied Finance.

                  "Allied Finance" means Allied Waste Finance (Canada) Ltd., a
Canadian corporation and a Subsidiary of the Company.

                  "Allied Finance Debentures" means the Zero Coupon Junior
Subordinated Debenture of Allied Finance and the 7% Junior Subordinated
Debenture of Allied Finance issued to Laidlaw in exchange for the Allied Canada
Debentures issued to Laidlaw in connection with the Acquisition.

                  "Allied Insurance" means Allied Insurance and Indemnity
Corporation, a Vermont corporation and a Subsidiary of the Company, engaged
solely in the business of issuing insurance policies with respect to the closure
and post-closure financial assurance obligations of the Company and its
Restricted Subsidiaries.

                  "Allied Waste N.A." has the meaning specified in the second
recital herein.

                  "Allied Waste N.A. Notes" means the 10 1/4% Senior
Subordinated Notes due 2006 issued by Allied Waste N.A.

                  "Applicable Procedures" means, with respect to any transfer or
transaction involving a Global Security or beneficial interest therein, the
rules and procedures of the Depositary for such Security, Euroclear and Cedel,
in each case to the extent applicable to such transaction and as in effect at
the time of such transfer or transaction.

                  "Asset Disposition" by any Person that is the Company or any
Restricted Subsidiary means any transfer, conveyance, sale, lease or other
disposition by such Person

                                      -5-
<PAGE>   8
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, (ii) the
property or assets of such Person or any Restricted Subsidiary representing a
division or line of 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 Wholly Owned Restricted Subsidiary
or by such Person to a Wholly Owned 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 Eight and (z) any disposition that
constitutes a Restricted Payment or Permitted Investment that is permitted
pursuant to Section 1010.

                  "Authenticating Agent" means any Person authorized by the
Trustee pursuant to Section 614 to act on behalf of the Trustee to authenticate
Securities.

                  "Bank Agreement" means the Credit Agreement, dated as of
December 30, 1996 among the Company, Allied Waste N.A., Goldman Sachs Credit
Partners L.P., Credit Suisse, Citibank, N.A. and the other Lenders referred to
therein, or any bank credit agreement that replaces, amends, supplements,
restates or renews such Credit Agreement.

                  "Bank Facility Capacity Increase" means a replacement,
amendment, supplement, restatement, renewal or other modification of the Bank
Agreement that increases the aggregate amount of borrowings permitted under the
Bank Agreement.

                  "Bank Facility Limit" means (x) $1,275 million less principal
payments of term loans and permanent commitment reductions with respect to
revolving loans under the Bank Agreement since the date of this Indenture or (y)
following a Bank Facility Capacity Increase, the Increased

                                      -6-
<PAGE>   9
Bank Facility Limit, less principal payment of term loans and permanent
commitment reductions with respect to revolving loans under the Bank Agreement,
as so replaced, amended, supplemented, restated, renewed or modified, since the
date of such Bank Facility Capacity Increase.

                  "Base Interest" means the interest that would otherwise accrue
on the Securities under the terms thereof and the Indenture, without giving
effect to any Special Interest.

                  "Board of Directors" means, with respect to the Company, the
board of directors of the Company or any duly authorized committee of that
board. Except as otherwise provided or unless the context otherwise requires,
each reference herein to the "Board of Directors" shall mean the Board of
Directors of the Company.

                  "Board Resolution" of the Company means a copy of a resolution
certified by the Secretary or an Assistant Secretary of the Company to have been
duly adopted by its Board of Directors and to be in full force and effect on the
date of such certification, and delivered to the Trustee. Except as otherwise
expressly provided or unless the context otherwise requires, each reference
herein to a "Board Resolution" shall mean a Board Resolution of the Company.

                  "Business Day" means each Monday, Tuesday, Wednesday, Thursday
and Friday which is not a day on which banking institutions in The City of New
York are authorized or obligated by law or executive order to close.

                  "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

                                      -7-
<PAGE>   10
principal amount of such obligation shall be the capitalized amount thereof that
would 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.

                  "Cedel" means Cedel, S.A. (or any successor securities
clearing agency).

                  "Change of Control" has the meaning specified in Section
1015(c).

                  "Collateral" has the meaning specified in Section 1101.

                  "Collateral Account" has the meaning specified in Section
1101.

                  "Collateral Agreement" means the Senior Discount Note
Collateral Agreement, dated as of May 15, 1997, between the Company and First
Bank National Association, as Trustee, if such agreement is executed and
delivered by the Company pursuant to the requirements of the Note Purchase
Agreement.

                  "Commission" means the Securities and Exchange Commission, as
from time to time constituted, created under the Exchange Act, or, if at any
time after the execution of this instrument such Commission is not existing and
performing the duties now assigned to it under the Trust Indenture Act, then the
body performing such duties at such time.

                  "Common Stock" of any Person means Capital Stock of such
Person that does not rank 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 any other shares of Capital Stock
of such Person.

                                      -8-
<PAGE>   11
                  "Company" means the Person named as the "Company" in the first
paragraph of this instrument until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor Person.

                  "Company Order" or "Company Request" means a written request
or order signed in the name of the Company by its Chairman of the Board, its
Vice Chairman of the Board, its President or a Vice President, and by its
Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and
delivered to the Trustee.

                  "Consolidated EBITDA" of any Person means for any period the
Consolidated Net Income for such period increased by the sum of (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; provided, however, that the
Consolidated Interest Expense, Consolidated Income Tax Expense and consolidated
depreciation and amortization expense 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 to 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

                                      -9-
<PAGE>   12
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 the acquisition by Allied Waste N.A. of the
Subsidiaries of the Company, the acquisition by the Company of the Subsidiaries
of Laidlaw pursuant to the Acquisition and 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.

                  "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

                                      -10-
<PAGE>   13
of credit, bankers' acceptances or similar facilities; (iv) fees with respect to
interest rate swap or similar agreements or foreign currency hedge, exchange or
similar agreements; (v) any Preferred Stock dividends declared and paid or
payable in cash; and (vi) any interest capitalized in accordance with generally
accepted accounting principles; provided, however, that Consolidated Interest
Expense shall not include interest expense or amortization of Debt discounts
relating to the Allied Canada Debentures.

                  "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 (i) 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 (subject to the final proviso of the definition of
Consolidated EBITDA Coverage Ratio when Consolidated Net Income is being
computed for purposes of calculating the Consolidated EBITDA Coverage Ratio),
(ii) 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,
(iii) 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, (iv) gains or losses on asset dispositions by such Person or its
Consolidated Subsidiaries, (v) any net income (loss) of a Consolidated
Subsidiary that is attributable to a minority interest in such Consolidated
Subsidiary, (vi) all extraordinary gains and extraordinary losses that involve a
present or future cash payment, (vii) 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 Clause (A) above, shall be deemed non-cash charges
until the period that cash disbursements

                                      -11-
<PAGE>   14
attributable to such charges are made, at which point such charges shall be
deemed cash charges) and (viii) the tax effect of any of the items described in
Clauses (i) through (vii) above.

                  "Consolidated Net Worth" of any Person at any date means the
consolidated stockholders' equity of such Person and its Restricted Subsidiaries
at such date, as determined on a consolidated basis in accordance with generally
accepted accounting principles, less amounts included therein which are
attributable to Redeemable Interests of such Person; provided, however, that,
with respect to the Company and its Restricted Subsidiaries, adjustments
following the date of this Indenture to the accounting books and records of the
Company and its Restricted Subsidiaries in accordance with Accounting Principles
Board Opinions Nos. 16 and 17 (or successor opinions thereto) or otherwise
resulting from the acquisition of control of the Company by another Person shall
not be given effect to.

                  "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
as of such date or for such period, as the case may be; provided, however, that,
for any particular period (or portion thereof) 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.

                  "Corporate Trust Office" means the office of the Trustee
maintained in New York, New York, at which at any particular time its corporate
trust business shall be administered.

                                      -12-
<PAGE>   15
                  "corporation" means a corporation, association, company,
joint-stock company or business trust.

                  "Credit Suisse" means Credit Suisse First Boston Corporation.

                  "Credit Suisse Letter of Credit" means the irrevocable letter
of credit, dated May 15, 1997, issued by Credit Suisse in favor of the Trustee
in the amount of $12.5 million, if such letter of credit is issued pursuant to
the requirements of the Collateral Agreement.

                  "Debt" means (without duplication), with respect to any
Person, whether recourse is to all or a portion of the assets of such Person,
(i) every obligation of such Person for money borrowed, (ii) every obligation of
such Person evidenced by bonds, debentures, notes or other similar instruments,
including obligations Incurred in connection with the acquisition of property,
assets or businesses, (iii) every reimbursement obligation of such Person with
respect to letters of credit, bankers' acceptances or similar facilities issued
for the account of such Person, (iv) every obligation of such Person issued or
assumed as the deferred purchase price of property or services (but excluding
trade accounts payable or accrued liabilities arising in the ordinary course of
business), (v) every Capital Lease Obligation of such Person, (vi) the maximum
fixed redemption or repurchase price of Redeemable Interests of such Person at
the time of determination, (vii) every net payment obligation of such Person
under interest rate swap or similar agreements or foreign currency hedge,
exchange or similar agreements at the time of determination and (viii) every
obligation of the type referred to in Clauses (i) through (vii) of another
Person and all dividends of another Person the payment of which, in either case,
such Person has Guaranteed or for which such Person is responsible or liable,
directly or indirectly, jointly or severally, as obligor, Guarantor or
otherwise.

                  "Defaulted Interest" has the meaning specified in
Section 308.

                                      -13-
<PAGE>   16
                  "defeasance" has the meaning specified in Section 1202.

                  "Depositary" means, with respect to any Securities, a clearing
agency that is registered as such under the Exchange Act and is designated by
the Company to act as Depositary for such Securities (or any successor
securities clearing agency so registered).

                  "DTC" means The Depository Trust Company, a New York
corporation.

                  "Euroclear" means the Euroclear Clearance System (or any
successor securities clearing agency).

                  "Event of Default" has the meaning specified in Section 501.

                  "Excepted Disposition" means a transfer, conveyance, sale,
lease or other disposition by the Company or any Restricted Subsidiary of (i)
the Capital Stock or assets of Specialized Waste or (ii) any other asset of the
Company or any Restricted Subsidiary the fair market value of which does not
exceed $5 million by itself or $10 million in aggregate with all other assets
disposed of in Excepted Dispositions under this Clause (ii) in any fiscal year.

                  "Exchange Act" means the Securities Exchange Act of 1934 (or
any successor statute), as it may be amended from time to time.

                  "Exchange and Registration Rights Agreement" means the
Exchange and Registration Rights Agreement, dated as of May 15, 1997, among the
Company, Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Credit Suisse, as representatives of the Initial Purchasers,
and the Holders from time to time as provided therein, as such agreement may be
amended from time to time.

                  "Exchange Offer" means an offer made by the Company pursuant
to the Exchange and Registration Rights Agreement under an effective
registration statement under the Securities Act to exchange securities
substantially

                                      -14-
<PAGE>   17
identical to Outstanding Securities (except for the differences provided for
herein) for Outstanding Securities.

                  "Exchange Registration Statement" means a registration
statement of the Company under the Securities Act registering Exchange
Securities for distribution pursuant to the Exchange Offer.

                  "Exchange Securities" means the Securities issued pursuant to
the Exchange Offer and their Successor Securities.

                  "Expiration Date" has the meaning specified in Section 104.

                  "Global Security" means a Security that is registered in the
Security Register in the name of a Depositary or a nominee thereof.

                  "Guaranty" 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 Guaranty by any Person shall not
include endorsements by such Person for collection or deposit, in either case,
in the ordinary course of business.

                  "Holder" means a Person in whose name a Security is registered
in the Security Register.

                                      -15-
<PAGE>   18
                  "Increased Bank Facility Limit" means, in connection with any
Bank Facility Capacity Increase, the amount that is the least of (i) the
aggregate amount of Debt permitted to be outstanding under the terms of the Bank
Agreement, as amended pursuant to such Bank Facility Capacity Increase, (ii) the
amount equal to three times Consolidated EBITDA of Allied Waste N.A. and its
Restricted Subsidiaries for the most recently ended four fiscal quarters period
for which financial statements are available immediately preceding the date of
such Bank Facility Capacity Increase and (iii) the amount equal to the sum of
(x) the maximum amount of Debt that Allied Waste N.A. would be permitted to
Incur on such date under the Consolidated EBITDA Coverage Ratio test set forth
in the first paragraph of Section 1009 on the terms contemplated by the Bank
Agreement, as amended pursuant to such Bank Facility Capacity Increase, and (y)
the aggregate amount of Debt outstanding under the Bank Agreement on such date.

                  "Incur" means, with respect to any Debt of any Person, to
create, issue, incur (by conversion, exchange or otherwise), assume, Guarantee
or otherwise become liable in respect of such Debt, or the taking of any other
action which would cause such Debt, in accordance with generally accepted
accounting principles to be recorded on the balance sheet of such Person (and
"Incurrence", "Incurred", "Incurrable" and "Incurring" shall have meanings
correlative to the foregoing), provided that, the Debt of any other Person
becoming a Restricted Subsidiary of such Person will be deemed for this purpose
to have been Incurred by such Person at the time such other Person becomes a
Restricted Subsidiary of such Person; provided, further, that a change in
generally accepted accounting principles that results in an obligation of such
Person that exists at such time becoming Debt shall not be deemed an Incurrence
of such Debt.

                  "Indenture" means this instrument as originally executed or as
it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust

                                      -16-
<PAGE>   19
Indenture Act that are deemed to be a part of and govern this instrument and any
such supplemental indenture, respectively.

                  "Initial Purchasers" means Goldman, Sachs & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated and Credit Suisse, as purchasers of
the Securities from the Company pursuant to the Note Purchase Agreement.

                  "Intercompany Agreements" means the Management Agreement
between the Company and Allied Waste N.A. dated November 15, 1996.

                  "Interest Payment Date" means the Stated Maturity of an
instalment of interest on the Securities.

                  "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 Guaranty of any obligation of or for the account of such other
Person or any direct or indirect issuance by such Person of such a Guaranty or
(iv) any other investment of cash or other property by such Person in or for the
account of such other Person.

                                      -17-
<PAGE>   20
                  "Laidlaw" means Laidlaw Inc., a corporation organized under
the laws of Canada.

                  "Laidlaw Securities Purchase Agreement" means the Securities
Purchase Agreement, dated as of April 21, 1997, among Apollo Investment Fund
III, L.P., a Delaware limited partnership, Apollo Overseas Partners III, L.P., a
Delaware limited partnership, and Apollo (U.K.) Partners III, L.P., an English
limited partnership, Blackstone Capital Partners II Merchant Banking Fund L.P.,
a Delaware limited partnership, Blackstone Offshore Capital Partners II L.P., a
Cayman Islands limited partnership, and Blackstone Family Investment Partnership
II L.P., a Delaware limited partnership, Laidlaw and Laidlaw Transportation,
Inc., a Delaware corporation and a wholly-owned subsidiary of Laidlaw, and the
Company.

                  "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).

                  "Maturity", when used with respect to any Security, means the
date on which the principal of such Security becomes due and payable as therein
or herein provided, whether at the Stated Maturity or by declaration of
acceleration, call for redemption or otherwise.

                  "Net Available Proceeds" from any Asset Disposition by any
Person that is the Company or any Restricted Subsidiary means cash or readily
marketable cash equivalents 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

                                      -18-
<PAGE>   21
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 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.

                  "Net Offering Proceeds" of any Public Offering of securities
by any Person means the aggregate proceeds consisting of cash and cash
equivalents received by such Person from such Public Offering, net of all
underwriting and placement discounts, commissions and similar costs.

                  "Note Purchase Agreement" means the Purchase Agreement, dated
as of May 1, 1997, between the Company and the Initial Purchasers, as such
agreement may be amended from time to time.

                  "Notice of Default" means a written notice of the kind
specified in Section 501(4).

                  "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".

                                      -19-
<PAGE>   22
                  "Offer to Purchase" means an offer, set forth in a writing
(the "Offer Document") sent by the Company by first class mail, postage prepaid,
to each Holder at his address appearing in the Security Register on the date of
the Offer Document, to purchase up to the principal amount of Securities
specified in such Offer Document at the purchase price specified in such Offer
Document (as determined pursuant to this Indenture). Unless otherwise required
by applicable law, the Offer Document shall specify an expiration date (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 a settlement date (the "Purchase
Date") for the purchase of Securities within five Business Days after the Offer
Expiration Date. The Company shall notify the Trustee in writing at least 15
Business Days (or such shorter period as is acceptable to the Trustee) prior to
the mailing of the Offer Document of the Company's obligation to make an Offer
to Purchase, and 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 will include (i) the most recent annual and quar-
terly financial statements and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" required to be filed with the
Trustee pursuant to Section 1016 (which requirements may be satisfied by
delivery of such documents together with the Offer Document), (ii) a description
of material developments in the Company's business subsequent to the date of the
latest of such financial statements referred to in Clause (i) (including a
description of the events requiring the Company to make the Offer to Purchase),
(iii) if applicable, appropriate pro forma financial information concerning the
Offer to Purchase and the events requiring the Company to make the Offer to
Purchase and (iv) any other information required by applicable law to be
included therein. The Offer Document shall contain all instructions and
materials necessary to enable such Holder to tender Securities

                                      -20-
<PAGE>   23
pursuant to the Offer to Purchase. The Offer Document shall also state:

                  (1) the Section of this 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
         Securities 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 Indenture) (the
         "Purchase Amount");

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

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

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

                  (7) that (x) in the event the Purchase Date is prior to June
         1, 2002, any Security not tendered or tendered but not purchased by the
         Company pursuant to the Offer to Purchase will continue to accrete in
         value and any Special Interest thereon will continue to accrue and (y)
         in the event the Purchase Date is on or after June 1, 2002, interest on
         any Security not tendered or tendered but not purchased by the Company
         pursuant to the Offer to Purchase will continue to accrue;

                                      -21-
<PAGE>   24
                  (8) that on the Purchase Date the purchase price will become
         due and payable upon each Security accepted for payment pursuant to the
         Offer to Purchase and that the principal thereof shall cease to accrete
         in value and any interest thereon shall cease to accrue on and after
         the Purchase Date;

                  (9) that each Holder electing to tender a Security pursuant to
         the Offer to Purchase will be required to surrender such Security at
         the place or places specified in the Offer Document prior to the close
         of business on the Offer Expiration Date (such Security 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 authorized in writing and bearing appropriate signature
         guarantees);

                 (10) that Holders will be entitled to withdraw all or any
         portion of Securities 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 Security the Holder
         tendered, the certificate number of the Security the Holder tendered
         and a statement that such Holder is withdrawing all or a portion of his
         tender;

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

                                      -22-
<PAGE>   25
                  (12) that in the case of any Holder whose Security is
         purchased only in part, the Company shall execute, and the Trustee
         shall authenticate and deliver to the Holder of such Security without
         service charge, a new Security or Securities, of any authorized
         denomination as requested by such Holder, in an aggregate principal
         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" of the Company means a certificate
signed by the Chairman of the Board, a Vice Chairman of the Board, the President
or a Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary
or an Assistant Secretary, of the Company, and delivered to the Trustee. One of
the officers signing an Officers' Certificate given pursuant to Section 1021
shall be the principal executive, financial or accounting officer of the
Company. Unless the context otherwise requires, each reference herein to an
"Officers' Certificate" shall mean an Officers' Certificate of the Company.
References herein, or in any Security, to any officer of a Person that is a
partnership shall mean such officer of the partnership or, if none, of a general
partner of the partnership authorized thereby to act on its behalf.

                  "Opinion of Counsel" means a written opinion of counsel, who
may be counsel for the Company, and who shall be acceptable to the Trustee.

                  "Original Securities" means all Securities other than Exchange
Securities.

                  "Outstanding", when used with respect to Securities, means, as
of the date of determination, all Securities theretofore authenticated and
delivered under this Indenture, except:

                  (i) Securities theretofore cancelled by the Trustee or
         delivered to the Trustee for cancellation;

                                      -23-
<PAGE>   26
                  (ii) Securities for whose payment or redemption money in the
         necessary amount has been theretofore deposited with the Trustee or any
         Paying Agent (other than the Company) in trust or set aside and
         segregated in trust by the Company (if the Company shall act as a
         Paying Agent) for the Holders of such Securities; provided that, if
         such Securities are to be redeemed, notice of such redemption has been
         duly given pursuant to this Indenture or provision therefor
         satisfactory to the Trustee has been made;

                  (iii) Securities which have been defeased pursuant to Section
         1202; and

                  (iv) Securities which have been paid pursuant to Section 307
         or in exchange for or in lieu of which other Securities have been
         authenticated and delivered pursuant to this Indenture, other than any
         such Securities in respect of which there shall have been presented to
         the Trustee proof satisfactory to it that such Securities are held by a
         bona fide purchaser in whose hands such Securities are valid
         obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by the Company or any other obligor upon the Securities or any Affiliate of the
Company or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which the Trustee knows to be so owned shall
be so disregarded. Securities so owned which have been pledged in good faith may
be regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and that
the pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor.

                                      -24-
<PAGE>   27
                  "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.

                  "Paying Agent" means any Person authorized by the Company to
pay the principal of (and premium, if any) or interest on any Securities on
behalf of the Company.

                  "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 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
and having peer group rating of B or better (or the equivalent thereof) by
Thompson BankWatch, Inc. or outstanding long-term debt rated BBB or better (or
the equivalent thereof) by Standard & Poor's Ratings Group or Baa or better (or
the equivalent thereof) by Moody's Investors Service, Inc., (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

                                      -25-
<PAGE>   28
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 (ii) and (iii) above,
(vii) repurchase obligations with a term of not more than seven 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
Service, 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, (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 Waste N.A., in connection with management incentive plans not to exceed
$5 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 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 the obligor with respect to such
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

                                      -26-
<PAGE>   29
consideration from an Asset Disposition made pursuant to, and in compliance
with, Section 1014, (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 $50 million.

                  "Person" means any individual, corporation, partnership, joint
venture, trust, unincorporated organization or government or any agency or
political subdivision thereof.

                  "Predecessor Security" of any particular Security means every
Security issued before, and evidencing all or a portion of the same debt as that
evidenced by, such particular Security; and, for the purposes of this
definition, any Security authenticated and delivered under Section 307 in
exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall
be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen
Security.

                  "Preferred Stock", as applied to the Capital Stock of any
Person, means Capital Stock of such Person (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 Amount" has the meaning specified in the definition
of "Offer to Purchase".

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

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

                                      -27-
<PAGE>   30
                  "Redeemable Interest" of any Person means any equity security
of or other ownership interest in such Person that by its terms (or by the terms
of any security into which it is convertible or for which it is exchangeable)
or otherwise (including upon the occurrence of an event) matures or is required
to be redeemed (pursuant to any sinking fund obligation or otherwise) or is
convertible into or exchangeable for Debt or is redeemable at the option of the
holder thereof, in whole or in part, at any time prior to the final Stated
Maturity of the Securities.

                  "Redemption Date", when used with respect to any Security to
be redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

                  "Redemption Price", when used with respect to any Security to
be redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

                  "Registered Securities" means the Exchange Securities and all
other Securities sold or otherwise disposed of pursuant to an effective
registration statement under the Securities Act, together with their respective
Successor Securities.

                  "Registration Default" means the occurrence of any of the
following events: (i) the Company has not filed the Exchange Registration
Statement or Shelf Registration Statement on or before the date on which such
registration statement is required to be filed pursuant to the Exchange and
Registration Rights Agreement, (ii) the Exchange Registration Statement or Shelf
Registration Statement has not become effective or been declared effective by
the Commission on or before the date on which such registration statement is
required to become or be declared effective under the requirements of the
Exchange and Registration Rights Agreement or (iii) the Exchange Offer has not
been completed within 45 days after the initial effective date of the Exchange
Registration Statement(if the Exchange Offer is then required to be made under
the Exchange and Registration Rights Agreement) or (iv) any Exchange
Registration Statement or Shelf Registration Statement required to be filed
pursuant the Exchange and Registration Rights

                                      -28-
<PAGE>   31
Agreement is filed and declared effective but shall thereafter either be
withdrawn by the Company or shall become subject to an effective stop order
issued pursuant to Section 8(d) of the Securities Act suspending the
effectiveness of such registration statement (except as specifically permitted
herein) without being succeeded immediately by an additional registration
statement filed and declared effective.

                  "Registration Default Period" means any period during which a
Registration Default has occurred and is continuing.

                  "Regular Record Date" for the interest payable on any Interest
Payment Date means May 15 and November 15 (whether or not a Business Day), as
the case may be, next preceding such Interest Payment Date.

                  "Regulation S" means Regulation S under the Securities Act (or
any successor provision), as it may be amended from time to time.

                  "Regulation S Certificate" means a certificate substantially
in the form set forth in Annex A.

                  "Regulation S Global Security" has the meaning specified in
Section 201.

                  "Regulation S Legend" means a legend substantially in the form
of the legend required in the form of Security set forth in Section 202 to be
placed upon Regulation S Securities.

                  "Regulation S Securities" means all Securities required
pursuant to Section 306(c) to bear a Regulation S Legend. Such term includes the
Regulation S Global Security.

                  "Reinvested Amounts", with respect to any Asset Disposition,
means amounts invested, within one year from the later of the date of the
related Asset Disposition or the receipt of the Net Available Proceeds from such
Asset Disposition, in assets that will be used in the business of

                                      -29-
<PAGE>   32
the Company or any of its Wholly Owned Restricted Subsidiaries as such business
is conducted prior to such Asset Disposition (determined by the Board of
Directors in good faith, as evidenced by a resolution of such Board of
Directors), and, upon consummation of such investment, are owned by the Company
or any of its Restricted Subsidiaries.

                  "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.

                  "Repurchase" means the repurchase, pursuant to the Laidlaw
Securities Purchase Agreement, by the Company of the Allied Finance Debentures
held by Laidlaw and a warrant to acquire 20.4 million shares of Common Stock of
the Company held by Laidlaw Transportation, Inc.

                  "Required Filing Dates" has the meaning specified in Section
1016.

                  "Restricted Global Security" has the meaning specified in 
Section 201.

                  "Restricted Payment" has the meaning specified in Section
1010.

                  "Restricted Period" means the period of 41 consecutive days
beginning on and including the later of (i) the day on which Securities are
first offered to persons other than distributors (as defined in Regulation S) in
reliance on Regulation S and (ii) the last original issue date of the
Securities.

                  "Restricted Securities" means all Securities required pursuant
to Section 306(c) to bear a Restricted Securities Legend. Such term includes the
Restricted Global Security.

                  "Restricted Securities Certificate" means a certificate
substantially in the form set forth in Annex B.

                                      -30-
<PAGE>   33
                  "Restricted Securities Legend" means a legend substantially in
the form of the legend required in the form of Security set forth in Section 202
to be placed upon a Restricted Security.

                  "Restricted Subsidiary" means (i) at any date, a Subsidiary of
the Company that is not an Unrestricted Subsidiary as of such date and (ii) for
any period, a Subsidiary of the Company that for any portion of such period is
not an Unrestricted Subsidiary, provided that such term shall mean such
Subsidiary only for such portion of such period.

                  "Rule 144A" means Rule 144A under the Securities Act (or any
successor provision), as it may be amended from time to time.

                  "Rule 144A Securities" means the Securities purchased by the
Initial Purchasers from the Company pursuant to the Note Purchase Agreement,
other than the Regulation S Securities.

                  "Secured Obligations" has the meaning specified in Section
1101.

                  "Securities" has the meaning specified in the first paragraph
of the recitals to this instrument and includes the Exchange Securities.

                  "Securities Act" means the Securities Act of 1933 (or any
successor statute), as it may be amended from time to time.

                  "Securities Act Legend" means a Restricted Securities Legend
or a Regulation S Legend.

                  "Security Register" and "Security Registrar" have the
respective meanings specified in Section 306.

                  "Shelf Registration Statement" means a shelf registration
statement under the Securities Act filed by the Company, if required by, and
meeting the requirements of,

                                      -31-
<PAGE>   34
the Exchange and Registration Rights Agreement, registering Original Securities
for resale.

                  "Special Interest" has the meaning specified in the form of
the Securities set forth in Section 202.

                  "Special Mandatory Redemption" has the meaning specified in
Section 1101.

                  "Special Record Date" for the payment of any Defaulted
Interest means a date fixed by the Trustee pursuant to Section 308.

                  "Specialized Waste" means Specialized Waste Systems, Inc., a
Texas corporation. The Company owns 50% of the Common Stock and 100% of the
Preferred Stock of Specialized Waste.

                  "Stated Maturity", when used with respect to any Security or
any instalment of interest thereon, means the date specified in such Security as
the fixed date on which the principal of such Security or such instalment of
interest, as the case may be, is due and payable.

                  "Subsidiary" of any Person means (i) a corporation more than
50% of the combined voting power of the outstanding Voting Stock of which is
owned, directly or indirectly, by such Person or by one or more other
Subsidiaries of such Person or by such Person and one or more Subsidiaries
thereof, (ii) a partnership of which such Person, or one or more other
Subsidiaries of such Person or such Person and one or more other Subsidiaries
thereof, directly or indirectly, is the general partner and has the power to
direct the policies, management and affairs or (iii) any other Person (other
than a corporation) in which such Person, or one or more other Subsidiaries of
such Person or such Person and one or more other Subsidiaries thereof, directly
or indirectly, has at least a majority ownership interest and power to direct
the policies, management and affairs thereof. Except as otherwise expressly
provided or unless the context otherwise requires, references herein to
"Subsidiary" shall mean a Subsidiary of the Company.

                                      -32-
<PAGE>   35
                  "Successor Company" has the meaning specified in Section 801.

                  "Successor Security" of any particular Security means every
Security issued after, and evidencing all or a portion of the same debt as that
evidenced by, such particular Security; and, for the purposes of this
definition, any Security authenticated and delivered under Section 307 in
exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall
be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen
Security.

                  "Trust Indenture Act" means the Trust Indenture Act of 1939 as
in force at the date as of which this instrument was executed; provided,
however, that in the event the Trust Indenture Act of 1939 is amended after such
date, "Trust Indenture Act" means, to the extent required by any such amendment,
the Trust Indenture Act of 1939 as so amended.

                  "Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean such successor Trustee.

                  "U.S. Government Obligations" means securities that are (x)
direct obligations of the United States of America for the payment of which its
full faith and credit is pledged or (y) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case, are
not callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank (as defined in Section 3(a)(2) of
the Securities Act of 1933, as amended) as custodian with respect to any such
U.S. Government Obligation or a specific payment of principal of or interest on
any such U.S. Government Obligation held by such custodian for the account of
the holder of such depository receipt, provided that

                                      -33-
<PAGE>   36
(except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt from
any amount received by the custodian in respect of the U.S. Government
Obligation or the specific payment of principal of or interest on the U.S.
Government Obligation evidenced by such depository receipt.

                  "Unpermitted Debt" has the meaning specified in Section 1018.

                  "Unrestricted Securities Certificate" means a certificate
substantially in the form set forth in Annex C.

                  "Unrestricted Subsidiary" means (i) at any date, a Subsidiary
of the Company that is an Unrestricted Subsidiary in accordance with the
provisions of Section 1018 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 Section 1018, provided that such term shall mean such
Subsidiary only for such portion of such period.

                  "Vice President", when used with respect to the Company or the
Trustee, means any vice president of such Person, whether or not designated by a
number or a word or words added before or after the title "vice president".

                  "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.

                  "Weighted Average Life" means, as of the date of
determination, with respect to any Debt, the quotient obtained by dividing (i)
the sum of the products of the number of years from the date of determination to
the dates of each successive scheduled principal payment of such Debt and the
amount of such principal by (ii) the sum of all such principal payments.

                                      -34-
<PAGE>   37
                  "Wholly Owned Restricted Subsidiary" means a Restricted
Subsidiary all of the outstanding Capital Stock or other ownership interests of
which (other than directors' qualifying shares) shall at the time be owned by
the Company or by one or more Wholly Owned Restricted Subsidiaries or by the
Company and one or more Wholly Owned Restricted Subsidiaries.

SECTION 102. Compliance Certificates and Opinions.

                  Upon any application or request by the Company to the Trustee
to take any action under any provision of this Indenture, the Company shall
furnish to the Trustee such certificates and opinions as may be required under
the Trust Indenture Act or this Indenture. Each such certificate or opinion
shall be given in the form of an Officers' Certificate, if to be given by an
officer of the Company, or an Opinion of Counsel, if to be given by counsel, and
shall comply with the requirements of the Trust Indenture Act and any other
requirement set forth in this Indenture.

                  Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include

                  (1) a statement that each individual signing such certificate
         or opinion has read such covenant or condition and the definitions
         herein relating thereto;

                  (2) 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;

                  (3) a statement that, in the opinion of each such individual,
         he 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 complied with; and

                  (4) a statement as to whether or not, in the opinion of each
         such individual, such condition or covenant has been complied with.

                                      -35-
<PAGE>   38
SECTION 103. Form of Documents Delivered to Trustee.

                  In any case where several matters are required to be certified
by, or covered by an opinion of, any specified Person, it is not necessary that
all such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

                  Any certificate or opinion of an officer of the Company may be
based, insofar as it relates to legal matters, upon a certificate or opinion of,
or representations by, counsel, unless such officer knows, or in the exercise
of reasonable care should know, that the certificate or opinion or
representations with respect to the matters upon which his certificate or
opinion is based are erroneous. Any such certificate or opinion of counsel may
be based, insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, an officer or officers of the Company stating
that the information with respect to such factual matters is in the possession
of the Company, unless such counsel knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect to
such matters are erroneous.

                  Where any Person is required to make, give or execute two or
more applications, requests, consents, certificates, statements, opinions or
other instruments under this Indenture, they may, but need not, be consolidated
and form one instrument.

SECTION 104. Acts of Holders; Record Dates.

                  Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent

                                      -36
<PAGE>   39
duly appointed in writing; and, except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are
delivered to the Trustee and, where it is hereby expressly required, to the
Company. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of the Holders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and (subject to Section 601) conclusive in favor of
the Trustee and the Company, if made in the manner provided in this Section.

                  The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee deems sufficient.

                  The ownership of Securities shall be proved by the Security
Register.

                  Any request, demand, authorization, direction, notice,
consent, waiver or other Act of the Holder of any Security shall bind every
future Holder of the same Security and the Holder of every Security issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof
in respect of anything done, omitted or suffered to be done by the Trustee or
the Company in reliance thereon, whether or not notation of such action is made
upon such Security.

                  The Company may set any day as a record date for the purpose
of determining the Holders of Outstanding

                                      -37-
<PAGE>   40
Securities entitled to give, make or take any request, demand, authorization,
direction, notice, consent, waiver or other action provided or permitted by this
Indenture to be given, made or taken by Holders of Securities, provided that the
Company may not set a record date for, and the provisions of this paragraph
shall not apply with respect to, the giving or making of any notice,
declaration, request or direction referred to in the next paragraph. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities on such record date, and no other Holders, shall be entitled to take
the relevant action, whether or not such Holders remain Holders after such
record date; provided that no such action shall be effective hereunder unless
taken on or prior to the applicable Expiration Date by Holders of the requisite
principal amount of Outstanding Securities on such record date. Nothing in this
paragraph shall be construed to prevent the Company from setting a new record
date for any action for which a record date has previously been set pursuant to
this paragraph (whereupon the record date previously set shall automatically and
with no action by any Person be cancelled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities on the date such
action is taken. Promptly after any record date is set pursuant to this
paragraph, the Company, at its own expense, shall cause notice of such record
date, the proposed action by Holders and the applicable Expiration Date to be
given to the Trustee in writing and to each Holder of Securities in the manner
set forth in Section 106.

                  The Trustee may set any day as a record date for the purpose
of determining the Holders of Outstanding Securities entitled to join in the
giving or making of (i) any Notice of Default, (ii) any declaration of accel-
eration referred to in Section 502, (iii) any request to institute proceedings
referred to in Section 507(2) or (iv) any direction referred to in Section 512.
If any record date is set pursuant to this paragraph, the Holders of Outstanding
Securities on such record date, and no other Holders, shall be entitled to join
in such notice, declaration, request or direction, whether or not such Holders
remain Holders after such record date; provided that no such

                                      -38-
<PAGE>   41
action shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities on such record date. Nothing in this paragraph shall be construed to
prevent the Trustee from setting a new record date for any action for which a
record date has previously been set pursuant to this paragraph (whereupon the
record date previously set shall automatically and with no action by any Person
be cancelled and of no effect), and nothing in this paragraph shall be construed
to render ineffective any action taken by Holders of the requisite principal
amount of Outstanding Securities on the date such action is taken. Promptly
after any record date is set pursuant to this paragraph, the Trustee, at the
Company's expense, shall cause notice of such record date, the proposed action
by Holders and the applicable Expiration Date to be given to the Company in
writing and to each Holder of Securities in the manner set forth in Section 106.

                  With respect to any record date set pursuant to this Section,
the party hereto which sets such record date may designate any day as the
"Expiration Date" and from time to time may change the Expiration Date to any
earlier or later day; provided that no such change shall be effective unless
notice of the proposed new Expiration Date is given to the other party hereto in
writing, and to each Holder of Securities in the manner set forth in Section
106, on or prior to the existing Expiration Date. If an Expiration Date is not
designated with respect to any record date set pursuant to this Section, the
party hereto which set such record date shall be deemed to have initially
designated the 180th day after such record date as the Expiration Date with
respect thereto, subject to its right to change the Expiration Date as provided
in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be
later than the 180th day after the applicable record date.

                  Without limiting the foregoing, a Holder entitled hereunder to
take any action hereunder with regard to any particular Security may do so with
regard to all or any part of the principal amount of such Security or by one or
more duly appointed agents each of which may do so pursuant to

                                      -39-
<PAGE>   42
such appointment with regard to all or any part of such principal amount.

SECTION 105. Notices, Etc., to Trustee and the Company.

                  Any request, demand, authorization, direction, notice,
consent, waiver or Act of Holders or other document provided or permitted by
this Indenture to be made upon, given or furnished to, or filed with,

                  (1) the Trustee by any Holder or by the Company shall be
         sufficient for every purpose hereunder if made, given, furnished or
         filed in writing to or with the Trustee at its Corporate Trust Office,
         Attention: Corporate Trust Department, or at any other address
         previously furnished in writing to the Holders or the Company by the
         Trustee, or, with respect to notices by the Company, transmitted by
         facsimile transmission (confirmed by guaranteed overnight courier) to
         the following facsimile number: (612) 244-0711 or to any other
         facsimile number previously furnished in writing to the Company by the
         Trustee, or

                  (2) the Company by the Trustee or by any Holder shall be
         sufficient for every purpose hereunder (unless otherwise herein
         expressly provided) if in writing and mailed, first-class postage
         prepaid, to it addressed to it at the address of the Company's
         principal office specified in the first paragraph of this instrument or
         at any other address previously furnished in writing to the Trustee by
         the Company or, with respect to notices by the Trustee, transmitted by
         facsimile transmission (confirmed by guaranteed overnight courier) to
         the following facsimile number: (602) 423-9424 or to any other
         facsimile number previously furnished in writing to the Trustee by the
         Company.

SECTION 106. Notice to Holders; Waiver.

                  Where this Indenture provides for notice to Holders of any
event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, to
each

                                      -40-
<PAGE>   43
Holder affected by such event, at his address as it appears in the Security
Register, not later than the latest date (if any), and not earlier than the
earliest date (if any), prescribed for the giving of such notice. In any case
where notice to Holders is given by mail, neither the failure to mail such
notice, nor any defect in any notice so mailed, to any particular Holder shall
affect the sufficiency of such notice with respect to other Holders. Where this
Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice. Waivers of
notice by Holders shall be filed with the Trustee, but such filing shall not be
a condition precedent to the validity of any action taken in reliance upon such
waiver.

            In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice by mail,
then such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.

SECTION 107.      Conflict with Trust Indenture Act.

            If any provision hereof limits, qualifies or conflicts with a
provision of the Trust Indenture Act that is required under such Act to be a
part of and govern this Indenture, the latter provision shall control. If any
provision of this Indenture modifies or excludes any provision of the Trust
Indenture Act that may be so modified or excluded, the latter provision shall be
deemed to apply to this Indenture as so modified or to be excluded, as the case
may be. Until such time as this Indenture shall be qualified under the Trust
Indenture Act, this Indenture, the Company and the Trustee shall be deemed for
all purposes hereof to be subject to and governed by the Trust Indenture Act to
the same extent as would be the case if this Indenture were so qualified on the
date hereof.


                                      -41-
<PAGE>   44
SECTION 108.      Effect of Headings and Table of Contents.

            The Article and Section headings herein and the Table of Contents
are for convenience only and shall not affect the construction hereof.

SECTION 109.      Successors and Assigns.

            All covenants and agreements in this Indenture by the Company shall
bind its successors and assigns, whether so expressed or not.

SECTION 110.      Separability Clause.

            In case any provision in this Indenture or in the Securities shall
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 111.      Benefits of Indenture.

            Nothing in this Indenture or in the Securities, express or implied,
shall give to any Person, other than the parties hereto and their successors
hereunder and the Holders of Securities, any benefit or any legal or equitable
right, remedy or claim under this Indenture.

SECTION 112.      Governing Law.

            THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

SECTION 113.      Legal Holidays.

            In any case where any Interest Payment Date, Redemption Date,
Purchase Date or Stated Maturity of any Security shall not be a Business Day,
then (notwithstanding any other provision of this Indenture or of the
Securities) payment of interest or principal (and premium, if any) need not be
made on such date, but may be made on the next succeeding Business Day with the
same force and effect as if


                                      -42-
<PAGE>   45
made on the Interest Payment Date, Redemption Date or Purchase Date or at the
Stated Maturity, provided that no interest shall accrue for the period from and
after such Interest Payment Date, Redemption Date, Purchase Date or Stated
Maturity, as the case may be.


                                   ARTICLE TWO

                                 Security Forms

SECTION 201.      Forms Generally; Initial Forms of Rule 144A and Regulation S
                  Securities.

            The Securities and the Trustee's certificates of authentication
shall be in substantially the forms set forth in this Article, with such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture, and may have such letters, numbers or
other marks of identification and such legends or endorsements placed thereon as
may be required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such Securities,
as evidenced by their execution thereof.

            The definitive Securities shall be printed, lithographed or
engraved or produced by any combination of these methods on steel engraved
borders or may be produced in any other manner permitted by the rules of any
securities exchange on which the Securities may be listed, all as determined by
the officers executing such Securities, as evidenced by their execution thereof.

            Upon their original issuance, Rule 144A Securities shall be issued
in the form of one or more Global Securities registered in the name of DTC, as
Depositary, or its nominee and deposited with the Trustee, as custodian for DTC,
for credit by DTC to the respective accounts of beneficial owners of the
Securities represented thereby (or such other accounts as they may direct). Such
Global Securities, together with their Successor Securities which are Global


                                      -43-
<PAGE>   46
Securities other than the Regulation S Global Security are collectively herein
called the "Restricted Global Security".

            Upon their original issuance, Regulation S Securities shall be
issued in the form of one or more Global Securities registered in the name of
DTC, as Depositary, or its nominee and deposited with the Trustee, as custodian
for DTC, for credit by DTC to the respective accounts of beneficial owners of
the Securities represented thereby (or such other accounts as they may direct),
provided that upon such deposit all such Securities shall be credited to or
through accounts maintained at DTC by or on behalf of Euroclear or Cedel. Such
Global Securities, together with their Successor Securities which are Global
Securities other than the Restricted Global Security are collectively herein
called the "Regulation S Global Security".

SECTION 202.      Form of Face of Security.

            [IF THE SECURITY IS A RESTRICTED SECURITY, THEN INSERT -- THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT (1) TO A PERSON WHO THE TRANSFEROR REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
UNDER THE SECURITIES ACT ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144A, (2) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR
RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
AVAILABLE), (4) TO AN INSTITUTION THAT IS AN ACCREDITED INVESTOR WITHIN THE
MEANING OF RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT (IF AVAILABLE), OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT AND, IN EACH CASE (1) THROUGH (5), IN ACCORDANCE WITH ALL
APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER
JURISDICTIONS.


                                      -44-
<PAGE>   47
            [IF THE SECURITY IS A REGULATION S SECURITY, THEN INSERT -- THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD OR DELIVERED IN THE
UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON, UNLESS
THIS SECURITY IS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS THEREOF IS AVAILABLE.]

            [IF THE SECURITY IS A GLOBAL SECURITY, THEN INSERT -- THIS SECURITY
IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS
SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND
NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME
OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.]

            [IF THE SECURITY IS A GLOBAL SECURITY AND THE DEPOSITORY TRUST
COMPANY IS TO BE THE DEPOSITARY THEREFOR, THEN INSERT -- UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]

            THIS NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT. FOR PURPOSES OF
SECTIONS 1272, 1273 AND 1275 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986,
AS AMENDED, THE ISSUE PRICE OF THIS SECURITY IS 57.436% OF ITS PRINCIPAL AMOUNT,
THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS $425.64 PER $1,000 OF STATED FACE
AMOUNT, THE ISSUE DATE IS MAY 15, 1997 AND THE YIELD TO MATURITY IS 11.30%.


                                      -45-
<PAGE>   48
                          ALLIED WASTE INDUSTRIES, INC.
                      11.30% SENIOR DISCOUNT NOTES DUE 2007

[If Restricted Global Security - CUSIP No. 019589AB6]
[If Regulation S Security - CUSIP No. U01961AA6]
[If Regulation S Global Security - ISIN No. USU01961AA63]

No. __________                                        $________

            Allied Waste Industries, Inc., a corporation duly organized and
existing under the laws of Delaware (herein called the "Company", which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to __________________, or registered
assigns, the principal sum of ______________ Dollars (such amount the "principal
amount" of this Security) [IF THE SECURITY IS A GLOBAL SECURITY, THEN 
INSERT -- , or such other principal amount (which, when taken together with the
principal amounts of all other Outstanding Securities, shall not exceed
$418,000,000 in the aggregate at any time) as may be set forth in the records of
the Trustee hereinafter referred to in accordance with the Indenture,] on June
1, 2007 and to pay interest thereon from June 1, 2002 or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semi-annually on June 1 and December 1 in each year, commencing December 1,
2002, at the rate of 11.30% per annum, until the principal hereof is paid or
made available for payment; provided that any amount of principal of (and
premium, if any) and interest on this Security which is overdue shall bear
interest (to the extent that payment thereof shall be legally enforceable) at
the rate of 13.30% per annum, from the date such amount is due to the day it is
paid or made available for payment, and such overdue interest shall be payable
on demand [IF THE SECURITY IS AN ORIGINAL SECURITY, THEN INSERT -- ; provided
further that, if any Registration Default occurs under the Exchange and
Registration Rights Agreement, as liquidated damages for such Registration
Default, special cash interest ("Special Interest"), in addition to the Base
Interest, shall accrue and be payable during the Registration Default Period for
such Registration Default at a per annum rate of 0.25% for the first 90 days of
such Registration Default Period, at a


                                      -46-
<PAGE>   49
per annum rate of 0.50% for the second 90 days of such Registration Default
Period, at a per annum rate of 0.75% for the third 90 days of such Registration
Default Period and at a per annum rate of 1.0% thereafter for the remaining
portion of such Registration Default Period].

            The interest so payable, and punctually paid or duly provided for,
on any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the May 15 or November 15 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date [IF THE
SECURITY IS AN ORIGINAL SECURITY, THEN INSERT --, provided that any accrued and
unpaid interest (including Special Interest) on this Security upon the issuance
of an Exchange Security in exchange for this Security shall cease to be payable
to the Holder hereof and shall be payable on the next Interest Payment Date for
such Exchange Security to the Holder thereof on the related Regular Record
Date]. Any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on the relevant Regular Record Date
and may either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities not less than 10
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture. Interest on this
Security shall be computed on the basis set forth in the Indenture.

            The principal of this Security shall not accrue interest (other than
Special Interest, if any) until June 1, 2002, except in the case of a default in
payment of principal and premium, if any, upon acceleration or redemption, in
which case interest shall be payable pursuant to the preceding paragraph on such
overdue principal (and


                                      -47-
<PAGE>   50
premium, if any), such interest shall be payable on demand and, if not so paid
on demand, such interest shall itself bear interest at the rate of 13.30% per
annum (to the extent that the payment of such interest shall be legally
enforceable), and shall accrue from the date of such demand for payment to the
date payment of such interest has been made or duly provided for, and such
interest on unpaid interest shall also be payable on demand.

            Payment of the principal of (and premium, if any) and any such
interest on this Security will be made at the office or agency of the Company in
the Borough of Manhattan, The City of New York, New York, maintained for such
purpose and at any other office or agency maintained by the Company for such
purpose, 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; provided,
however, that at the option of the Company payment of interest may be made by
check mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register; provided further that all payments of the
principal (and premium, if any) and interest on Securities, the Holders of which
have given wire transfer instructions to the Company or its agent at least 10
Business Days prior to the applicable payment date will be required to be made
by wire transfer of immediately available funds to the accounts specified by
such Holders in such instructions.

            Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

            Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.


                                      -48-
<PAGE>   51
            IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed under its corporate seal.

Dated:


                                   ALLIED WASTE INDUSTRIES, INC.

[SEAL]



                                   By___________________________________


Attest:


______________________________



SECTION 203.      Form of Reverse of Security.

            This Security is one of a duly authorized issue of Securities of the
Company designated as its 11.30% Senior Discount Notes Due 2007 (herein called
the "Securities"), limited in aggregate principal amount to $418,000,000, issued
and to be issued under an Indenture, dated as of May 15, 1997 (herein called the
"Indenture", which term shall have the meaning assigned to it in such
instrument), among the Company and First Bank National Association, as Trustee
(herein called the "Trustee", which term includes any successor trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the Securities, are, and
are to be, authenticated and delivered.

            The Securities are subject to redemption upon not less than 30 nor
more than 60 days' notice by mail, to each


                                      -49-
<PAGE>   52
Holder of Securities to be redeemed at such Holder's address appearing in the
Security Register, in amounts of $1,000 or an integral multiple of $1,000
principal amount, (i) at the following Redemption Price (expressed as a
percentage of Accreted Value) plus any accrued but unpaid Special Interest to
but excluding the Redemption Date if redeemed during the six-month period
beginning on December 1 of the year indicated below:

            Year                    Redemption Price
            ----                    ----------------

            2001                          107.000%

and (ii) at the following Redemption Prices (expressed as percentages of
principal amount) plus any accrued but unpaid interest (including Special
Interest) to but excluding the Redemption Date if redeemed during the 12-month
period beginning on June 1 of each of the years indicated below:

            Year                    Redemption Price
            ----                    ----------------

            2002                          105.650%
            2003                          102.825%
            2004 and thereafter           100.000%

provided that, in each case (i) and (ii), interest installments whose Stated
Maturity is on or prior to such Redemption Date will be payable to the Holders
of such Securities, or one or more Predecessor Securities, of record at the
close of business on the relevant Regular Record Dates referred to on the face
hereof.

            The Securities are further subject to redemption at any time or from
time to time, prior to June 1, 2000, in an amount up to 33 1/3% in aggregate
principal amount of Securities originally issued under the Indenture, at the
option of the Company, from the net proceeds of one or more Public Offerings of
Capital Stock (other than Redeemable Interests) of the Company, at a Redemption
Price equal to 111.30% of their Accreted Value as of, together with any accrued
but unpaid Special Interest to, the Redemption Date, provided that the notice of
redemption with respect to any such redemption is mailed within 30 days
following the


                                      -50-
<PAGE>   53
closing of the corresponding Public Offering. Such redemption shall occur upon
not less than 30 nor more than 60 days notice by mail to each Holder of
Securities to be redeemed at such Holder's address appearing in the Security
Register, in amounts of $1,000 or an integral multiple of $1,000 principal
amount. Any Special Interest due on an Interest Payment Date that is on or prior
to such Redemption Date will be payable to the Holders of such Securities, or
one or more Predecessor Securities, of record at the close of business on the
relevant Regular Record Dates referred to on the face hereof.

            The Securities are further subject to a Special Mandatory Redemption
at 100% of the Accreted Value of the Securities, together with accrued but
unpaid Special Interest, if any, to the Redemption Date, in the event (a) the
Company has concluded, in its sole judgment, that the Repurchase will not be
consummated on or prior to June 16, 1997, as certified to the Trustee pursuant
to the requirements of the Collateral Agreement, or otherwise or (b) for any
other reason, the Repurchase is not consummated on or prior to June 16, 1997.

            The Securities do not have the benefit of any sinking fund
obligations.

            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.

            In the event of redemption or purchase pursuant to an Offer to
Purchase of this Security in part only, a new Security or Securities of like
tenor for the unredeemed or unpurchased portion hereof will be issued in the
name of the Holder hereof upon the cancellation hereof.

            If an Event of Default shall occur and be continuing, the principal
of all the Securities may be declared due and payable in the manner and with the
effect provided in the Indenture.


                                      -51-
<PAGE>   54
            The Indenture contains provisions for defeasance at any time of (i)
the entire indebtedness of this Security or (ii) certain restrictive covenants
and Events of Default with respect to this Security, in each case upon
compliance with certain conditions set forth therein.

            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 rights of the Holders of the Securities under the Indenture at
any time by the Company and the Trustee with the consent of the Holders of a
majority in aggregate principal amount of the Securities at the time
Outstanding. The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the Securities at the
time Outstanding, on behalf of the Holders of all the Securities, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Security.

            As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities, the Holders of not less than 25% in principal amount of the
Securities at the time Outstanding shall have made written request to the
Trustee to institute proceedings in respect of such Event of Default as Trustee
and offered the Trustee reasonable indemnity and the Trustee shall not have
received from the Holders of a majority in principal amount of Securities at the
time Outstanding a direction inconsistent with such request and shall have
failed to institute any such proceeding for 60 days after receipt of such
notice, request and offer of indemnity. The foregoing shall not


                                      -52-
<PAGE>   55
apply to certain suits described in the Indenture, including any suit instituted
by the Holder of this Security for the enforcement of any payment of principal
hereof or any premium or interest hereon on or after the respective due dates
expressed herein (or, in the case of redemption, on or after the Redemption Date
or, in the case of any purchase of this Security required to be made pursuant to
an Offer to Purchase, on the Purchase Date).

            No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of (and
premium, if any) and interest on this Security at the times, place and rate, and
in the coin or currency, herein prescribed.

            As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar duly executed by,
the Holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Securities, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.

            The Securities are issuable only in registered form without coupons
in denominations of $1,000 principal amount and any integral multiple thereof.
As provided in the Indenture and subject to certain limitations therein set
forth, Securities are exchangeable for a like aggregate principal amount of
Securities of a different authorized denomination, as requested by the Holder
surrendering the same.

            No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.


                                      -53-
<PAGE>   56
            Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.

            All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

            The Indenture and this Security shall be governed by and construed
in accordance with the laws of the State of New York.


                                      -54-
<PAGE>   57
                       OPTION OF HOLDER TO ELECT PURCHASE

            If you want to elect to have this Security purchased in its entirety
by the Company pursuant to Section 1014 or 1015 of the Indenture, check the box:

                                       [ ]

            If you want to elect to have only a part of this Security purchased
by the Company pursuant to Section 1014 or 1015 of the Indenture, state the
principal amount of this Security you want to elect to have so purchased by the
Company: $___________

Dated:______________    Your Signature:_________________________________________
                                       (Sign exactly as name appears on the
                                        other side of this Security)


Signature Guarantee:____________________________________________________________
                    Notice: Signature(s) must be guaranteed by an "eligible
                    guarantor institution" meeting the requirements of the
                    Trustee, which requirements will include membership or
                    participation in STAMP or such other "signature guarantee
                    program" as may be determined by the Trustee in addition to,
                    or in substitution for STAMP, all in accordance with the
                    Securities Exchange Act of 1934, as amended.

SECTION 204.      Form of Trustee's Certificate of Authentication.


                                      -55-
<PAGE>   58
            This is one of the Securities referred to in the within-mentioned
Indenture.

                              _______________________________,
                                    as Trustee


                              By  ___________________________
                                       Authorized Signature


                                  ARTICLE THREE

                                 The Securities

SECTION 301.      Title and Terms.

            The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is limited to $418,000,000,
except for Securities authenticated and delivered upon registration of transfer
of, or in exchange for, or in lieu of, other Securities pursuant to Section 303,
304, 305, 306, 307, 906, 1109 or in connection with an Offer to Purchase
pursuant to Section 1014 or 1015. The Company may issue Exchange Securities from
time to time pursuant to an Exchange Offer, in each case pursuant to a Board
Resolution and subject to Section 303, in authorized denominations in exchange
for a like principal amount of Original Securities. Upon any such exchange the
Original Securities shall be cancelled in accordance with Section 310 and shall
no longer be deemed Outstanding for any purpose. In no event shall the aggregate
principal amount of Original Securities and Exchange Securities Outstanding
exceed $418,000,000.

            The Securities shall be known and designated as the "11.30% Senior
Discount Notes due 2007" of the Company. The Securities are being issued at a
discount from their principal amount and no interest (other than Special
Interest, if any) will accrue on the Securities prior to June 1, 2002. Their
Stated Maturity shall be June 1, 2007 and they shall bear interest at the rate
of 11.30% per annum (the "Base Interest"), from June 1, 2002 or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, as the case may be, payable semi-


                                      -56-
<PAGE>   59
annually on June 1 and December 1, commencing December 1, 2002, until the
principal thereof is paid or made available for payment; provided that any
amount of principal of (and premium, if any) and interest on the Securities
which is overdue shall bear interest (to the extent that payment thereof shall
be legally enforceable) at the rate of 13.30% per annum, from the date such
amount is due to the day it is paid or made available for payment, and such
overdue interest shall be payable on demand; provided, further, with respect to
Original Securities, that if a Registration Default occurs, as liquidated
damages for such Registration Default, Special Interest, in addition to the Base
Interest, shall accrue and be payable during the Registration Default Period for
such Registration Default at a per annum rate of 0.25% for the first 90 days of
such Registration Default Period, at a per annum rate of 0.50% for the second 90
days of such Registration Default Period, at a per annum rate of 0.75% for the
third 90 days of such Registration Default Period and at a per annum rate of
1.0% thereafter for the remaining portion of such Registration Default Period.
The Company shall provide written notice to the Trustee of any Registration
Default and of the end of the Registration Default Period for such Registration
Default. Accrued Special Interest, if any, shall be paid in cash in arrears
semi-annually on June 1 and December 1 in each year.

            The principal of (and premium, if any) and interest on the
Securities shall be payable at the office or agency of the Company in the
Borough of Manhattan, The City of New York, New York, maintained for such
purpose and at any other office or agency maintained by the Company for such
purpose; provided, however, that at the option of the Company payment of
interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register; provided further
that all payments of the principal (and premium, if any) and interest on
Securities, the Holders of which have given wire transfer instructions to the
Company or its agent at least 10 Business Days prior to the applicable payment
date will be required to be made by wire transfer of immediately available funds
to the accounts specified by such Holders in such instructions.


                                      -57-
<PAGE>   60
            The Securities shall be subject to redemption as provided in Article
Eleven.

            The Securities shall be subject to repurchase by the Company
pursuant to an Offer to Purchase as provided in Sections 1014 and 1015.

            The Securities shall not have the benefit of any sinking fund
obligations.

            The Securities shall be subject to defeasance at the option of the
Company as provided in Article Twelve.

            Unless the context otherwise requires, the Original Securities and
the Exchange Securities shall constitute one series for all purposes under the
Indenture, including with respect to any amendment, waiver, acceleration or
other Act of Holders, redemption or Offer to Purchase.

SECTION 302.      Denominations.

            The Securities shall be issuable only in registered form without
coupons, and only in denominations of $1,000 principal amount and, any integral
multiple thereof.

SECTION 303.      Execution, Authentication, Delivery and Dating.

            The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its Vice Chairman of the Board, Chief Executive Officer,
its President or one of its Vice Presidents, under its corporate seal reproduced
thereon attested by its Secretary or one of its Assistant Secretaries. The
signature of any of these officers on the Securities may be manual or facsimile.

            Securities bearing the manual or facsimile signatures of individuals
who were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities.


                                      -58-
<PAGE>   61
            At any time and from time to time after the execution and delivery
of this Indenture, the Company may deliver Securities executed by the Company to
the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities; and the Trustee in accordance
with such Company Order shall authenticate and deliver such Securities as in
this Indenture provided and not otherwise.

            At any time and from time to time after the execution and delivery
of this Indenture and after the effectiveness of a registration statement under
the Securities Act with respect thereto, the Company may deliver Exchange
Securities executed by the Company to the Trustee for authentication, together
with a Company Order for the authentication and delivery of such Exchange
Securities and a like principal amount of Original Securities for cancellation
in accordance with Section 310 of this Indenture, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities. Prior to
authenticating such Exchange Securities, and accepting any additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, if requested, and (subject to Section 601)
shall be fully protected in relying upon, an Opinion of Counsel stating in
substance

            (a) that all conditions hereunder precedent to the authentication
      and delivery of such Exchange Securities have been complied with and that
      such Exchange Securities, when such Securities have been duly
      authenticated and delivered by the Trustee (and subject to any other
      conditions specified in such Opinion of Counsel), have been duly issued
      and delivered and will constitute valid and legally binding obligations
      of the Company, enforceable in accordance with their terms, subject to
      bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
      and similar laws of general applicability relating to or affecting
      creditors' rights and to general equity principles; and


                                      -59-
<PAGE>   62
            (b) that the issuance of the Exchange Securities in exchange for
      Original Securities has been effected in compliance with the Securities
      Act.

            Each Security shall be dated the date of its authentication.

            No Security shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder.

SECTION 304.      Temporary Securities.

            Pending the preparation of definitive Securities, the Company may
execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Securities, which Securities are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities, in lieu of which they
are issued and with such appropriate insertions, omissions, substitutions and
other variations as the officers executing such Securities may determine, as
evidenced by their execution thereof.

            If temporary Securities are issued, the Company will cause
definitive Securities to be prepared without unreasonable delay. After the
preparation of definitive Securities, the temporary Securities shall be
exchangeable for definitive Securities, upon surrender of the temporary
Securities at any office or agency of the Company designated pursuant to Section
1002, without charge to the Holder. Upon surrender for cancellation of any one
or more temporary Securities the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of
definitive Securities of authorized denominations. Until so exchanged the
temporary Securities shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities.


                                      -60-
<PAGE>   63
SECTION 305.      Global Securities.

            (a) Each Global Security authenticated under this Indenture shall be
registered in the name of the Depositary designated by the Company for such
Global Security or a nominee thereof and delivered to such Depositary or a
nominee thereof or custodian therefor, and each such Global Security shall
constitute a single Security for all purposes of this Indenture.

            (b) Notwithstanding any other provision in this Indenture, no Global
Security may be exchanged in whole or in part for Securities registered, and no
transfer of a Global Security in whole or in part may be registered, in the name
of any Person other than the Depositary for such Global Security or a nominee
thereof unless (i) such Depositary (A) has notified the Company that it is
unwilling or unable to continue as Depositary for such Global Security or (B)
has ceased to be a clearing agency registered as such under the Exchange Act,
and in either case the Company fails to appoint a successor Depositary, (ii) the
Company, at its option, executes and delivers to the Trustee a Company Order
stating that it elects to cause the issuance of the Securities in certificated
form and that all Global Securities shall be exchanged in whole for Securities
that are not Global Securities (in which case such exchange shall be effected by
the Trustee) or (iii) there shall have occurred and be continuing an Event of
Default or any event which after notice or lapse of time or both would be an
Event of Default with respect to such Global Security.

            (c) If any Global Security is to be exchanged for other Securities
or cancelled in whole, it shall be surrendered by or on behalf of the
Depositary or its nominee to the Trustee, as Security Registrar, for exchange or
cancellation as provided in this Article Three. If any Global Security is to be
exchanged for other Securities or cancelled in part, or if another Security is
to be exchanged in whole or in part for a beneficial interest in any Global
Security, then either (i) such Global Security shall be so surrendered for
exchange or cancellation as provided in this Article Three or (ii) the principal
amount thereof shall be reduced or increased by an amount equal to the portion


                                      -61-
<PAGE>   64
thereof to be so exchanged or cancelled, or equal to the principal amount of
such other Security to be so exchanged for a beneficial interest therein, as the
case may be, by means of an appropriate adjustment made on the records of the
Trustee, as Security Registrar, whereupon the Trustee, in accordance with the
Applicable Procedures, shall instruct the Depositary or its authorized
representative to make a corresponding adjustment to its records. Upon any such
surrender or adjustment of a Global Security, the Trustee shall, subject to
Section 306(c) and as otherwise provided in this Article Three, authenticate and
deliver any Securities issuable in exchange for such Global Security (or any
portion thereof) to or upon the order of, and registered in such names as may be
directed by, the Depositary or its authorized representative. Upon the request
of the Trustee in connection with the occurrence of any of the events specified
in the preceding paragraph, the Company shall promptly make available to the
Trustee a reasonable supply of Securities that are not in the form of Global
Securities. The Trustee shall be entitled to rely upon any order, direction or
request of the Depositary or its authorized representative which is given or
made pursuant to this Article Three if such order, direction or request is given
or made in accordance with the Applicable Procedures.

            (d) Every Security authenticated and delivered upon registration of
transfer of, or in exchange for or in lieu of, a Global Security or any portion
thereof, whether pursuant to this Article Three or otherwise, shall be
authenticated and delivered in the form of, and shall be, a Global Security,
unless such Security is registered in the name of a Person other than the
Depositary for such Global Security or a nominee thereof.

            (e) The Depositary or its nominee, as registered owner of a Global
Security, shall be the Holder of such Global Security for all purposes under the
Indenture and the Securities, and owners of beneficial interests in a Global
Security shall hold such interests pursuant to the Applicable Procedures.
Accordingly, any such owner's beneficial interest in a Global Security will be
shown only on, and the transfer of such interest shall be effected only


                                      -62-
<PAGE>   65
through, records maintained by the Depositary or its nominee or its Agent
Members.

SECTION 306.      Registration, Registration of Transfer and Exchange Generally;
                  Restrictions on Transfer and Exchange; Securities Act Legends.

            (a) Registration, Registration of Transfer and Exchange Generally.
The Company shall cause to be kept at the Corporate Trust Office of the Trustee
a register (the register maintained in such office and in any other office or
agency of the Company designated pursuant to Section 1002 being herein sometimes
collectively referred to as the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Securities and of transfers and exchanges of Securities. The
Trustee is hereby appointed "Security Registrar" for the purpose of registering
Securities and transfers and exchanges of Securities as herein provided. Such
Security Register shall distinguish between Original Securities and Exchange
Securities.

            Upon surrender for registration of transfer of any Security at an
office or agency of the Company designated pursuant to Section 1002 for such
purpose, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Securities of any authorized denominations, of a like aggregate principal
amount and bearing such restrictive legends as may be required by this
Indenture.

            At the option of the Holder, and subject to the other provisions of
this Section 306, Securities may be exchanged for other Securities of any
authorized denominations, of a like aggregate principal amount, upon surrender
of the Securities to be exchanged at any such office or agency. Whenever any
Securities are so surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, the Securities which the Holder making
the exchange is entitled to receive.

            All Securities issued upon any registration of transfer or exchange
of Securities shall be the valid


                                      -63-
<PAGE>   66
obligations of the Company, evidencing the same debt, and (except for the
differences between Original Securities and Exchange Securities provided for
herein) entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.

            Every Security presented or surrendered for registration of transfer
or for exchange shall (if so required by the Company or the Security Registrar)
be duly endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed, by the
Holder thereof or his attorney duly authorized in writing.

            No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 303, 304, 305, 306, 906, 1014, 1015 or 1109 not
involving any transfer.

            The Company shall not be required (i) to issue, register the
transfer of or exchange any Security during a period beginning at the opening of
business 15 days before the day of the mailing of a notice of redemption of
Securities selected for redemption under Section 1105 and ending at the close of
business on the day of such mailing, or (ii) to register the transfer of or
exchange any Security so selected for redemption in whole or in part, except the
unredeemed portion of any Security being redeemed in part.

            (b) Certain Transfers and Exchanges. Notwithstanding any other
provision of this Indenture or the Securities, transfers and exchanges of
Securities and beneficial interests in a Global Security of the kinds specified
in this Section 306(b) shall be made only in accordance with this Section
306(b).

                (i) Restricted Global Security to Regulation S Global Security.
      If the owner of a beneficial interest in the Restricted Global Security
      wishes at any time to transfer such interest to a Person who wishes to


                                      -64-
<PAGE>   67
      acquire the same in the form of a beneficial interest in the Regulation S
      Global Security, such transfer may be effected only in accordance with the
      provisions of this Clause (b)(i) and Clause (b)(iv) below and subject to
      the Applicable Procedures. Upon receipt by the Trustee, as Security
      Registrar, of (A) an order given by the Depositary or its authorized
      representative directing that a beneficial interest in the Regulation S
      Global Security in a specified principal amount be credited to a specified
      Agent Member's account and that a beneficial interest in the Restricted
      Global Security in an equal principal amount be debited from another
      specified Agent Member's account and (B) a Regulation S Certificate,
      satisfactory to the Trustee and duly executed by the owner of such
      beneficial interest in the Restricted Global Security or his attorney duly
      authorized in writing, then the Trustee, as Security Registrar but subject
      to Clause (b)(iv) below, shall reduce the principal amount of the
      Restricted Global Security and increase the principal amount of the
      Regulation S Global Security by such specified principal amount as
      provided in Section 305(c).

               (ii) Regulation S Global Security to Restricted Global Security.
      If the owner of a beneficial interest in the Regulation S Global Security
      wishes at any time to transfer such interest to a Person who wishes to
      acquire the same in the form of a beneficial interest in the Restricted
      Global Security, such transfer may be effected only in accordance with
      this Clause (b)(ii) and subject to the Applicable Procedures. Upon receipt
      by the Trustee, as Security Registrar, of (A) an order given by the
      Depositary or its authorized representative directing that a beneficial
      interest in the Restricted Global Security in a specified principal amount
      be credited to a specified Agent Member's account and that a beneficial
      interest in the Regulation S Global Security in an equal principal amount
      be debited from another specified Agent Member's account and (B) if such
      transfer is to occur during the Restricted Period, a Restricted Securities
      Certificate, satisfactory to the Trustee and duly executed by the


                                      -65-
<PAGE>   68
      owner of such beneficial interest in the Regulation S Global Security or
      his attorney duly authorized in writing, then the Trustee, as Security
      Registrar, shall reduce the principal amount of the Regulation S Global
      Security and increase the principal amount of the Restricted Global
      Security by such specified principal amount as provided in Section 305(c).

              (iii) Exchanges between Global Security and Non-Global Security. A
      beneficial interest in a Global Security may be exchanged for a Security
      that is not a Global Security as provided in Section 305, provided that,
      if such interest is a beneficial interest in the Restricted Global
      Security, or if such interest is a beneficial interest in the Regulation S
      Global Security and such exchange is to occur during the Restricted
      Period, then such interest shall be exchanged for a Restricted Security
      (subject in each case to Section 306(c)).

               (iv) Regulation S Global Security to be Held Through Euroclear or
      Cedel during Restricted Period. The Company shall use its best efforts to
      cause the Depositary to ensure that, until the expiration of the
      Restricted Period, beneficial interests in the Regulation S Global
      Security may be held only in or through accounts maintained at the
      Depositary by Euroclear or Cedel (or by Agent Members acting for the
      account thereof), and no person shall be entitled to effect any transfer
      or exchange that would result in any such interest being held otherwise
      than in or through such an account; provided that this Clause (b)(iv)
      shall not prohibit any transfer or exchange of such an interest in
      accordance with Clause (b)(ii) above.

            (c) Securities Act Legends. Rule 144A Securities and their Successor
Securities shall bear a Restricted Securities Legend, and Regulation S
Securities and their Successor Securities shall bear a Regulation S Legend,
subject to the following:


                                      -66-
<PAGE>   69
                (i) subject to the following Clauses of this Section 306(c), a
      Security or any portion thereof which is exchanged, upon transfer or
      otherwise, for a Global Security or any portion thereof shall bear the
      Securities Act Legend borne by such Global Security while represented
      thereby;

               (ii) subject to the following Clauses of this Section 306(c), a
      new Security which is not a Global Security and is issued in exchange for
      another Security (including a Global Security) or any portion thereof,
      upon transfer or otherwise, shall bear the Securities Act Legend borne by
      such other Security, provided that, if such new Security is required
      pursuant to Section 306(b)(iii) to be issued in the form of a Restricted
      Security, it shall bear a Restricted Securities Legend and, if such new
      Security is so required to be issued in the form of a Regulation S
      Security, it shall bear a Regulation S Legend;

              (iii)  Registered Securities shall not bear a Securities Act
      Legend;

               (iv) at any time after the Securities may be freely transferred
      without registration under the Securities Act or without being subject to
      transfer restrictions pursuant to the Securities Act, a new Security which
      does not bear a Securities Act Legend may be issued in exchange for or in
      lieu of a Security (other than a Global Security) or any portion thereof
      which bears such a legend if the Trustee has received an Unrestricted
      Securities Certificate, satisfactory to the Trustee and duly executed by
      the Holder of such legended Security or his attorney duly authorized in
      writing, and after such date and receipt of such certificate, the Trustee
      shall authenticate and deliver such a new Security in exchange for or in
      lieu of such other Security as provided in this Article Three;

                (v) a new Security which does not bear a Securities Act Legend
      may be issued in exchange for or in lieu of a Security (other than a
      Global Security) or any portion thereof which bears such a legend if, in


                                      -67-
<PAGE>   70
      the Company's judgment, placing such a legend upon such new Security is
      not necessary to ensure compliance with the registration requirements of
      the Securities Act, and the Trustee, at the direction of the Company,
      shall authenticate and deliver such a new Security as provided in this
      Article Three; and

               (vi) notwithstanding the foregoing provisions of this Section
      306(c), a Successor Security of a Security that does not bear a particular
      form of Securities Act Legend shall not bear such form of legend unless
      the Company has reasonable cause to believe that such Successor Security
      is a "restricted security" within the meaning of Rule 144, in which case
      the Trustee, at the direction of the Company, shall authenticate and
      deliver a new Security bearing a Restricted Securities Legend in exchange
      for such Successor Security as provided in this Article Three.

SECTION 307.      Mutilated, Destroyed, Lost and Stolen Securities.

            If any mutilated Security is surrendered to the Trustee, the Company
shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of like tenor and principal amount and bearing a number
not contemporaneously outstanding.

            If there shall be delivered to the Company and the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any
Security and (ii) such security or indemnity as may be required by either of
them to save each of them and any agent of any of them harmless, then, in the
absence of notice to the Company or the Trustee that such Security has been
acquired by a bona fide purchaser, the Company shall execute and upon its
request the Trustee shall authenticate and deliver, in lieu of any such
destroyed, lost or stolen Security, a new Security of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

            In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and


                                      -68-
<PAGE>   71
payable, the Company in its discretion may, instead of issuing a new Security,
pay such Security.

            Upon the issuance of any new Security under this Section, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

            Every new Security issued pursuant to this Section in lieu of any
mutilated, destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the mutilated,
destroyed, lost or stolen Security shall be at any time enforceable by anyone,
and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities duly issued hereunder.

            The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies of any Holder with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Securities.

SECTION 308.      Payment of Interest; Interest Rights Preserved.

            Interest on any Security which is payable, and is punctually paid or
duly provided for, on any Interest Payment Date shall be paid to the Person in
whose name that Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest.

            Any interest on any Security which is payable, but is not punctually
paid or duly provided for, on any Interest Payment Date (herein called
"Defaulted Interest") shall forthwith cease to be payable to the Holder on the
relevant Regular Record Date by virtue of having been such Holder, and such
Defaulted Interest may be paid by the Company, at its election in each case, as
provided in Clause (1) or (2) below:


                                      -69-
<PAGE>   72
            (1) The Company may elect to make payment of any Defaulted Interest
      to the Persons in whose names the Securities (or their respective
      Predecessor Securities) are registered at the close of business on a
      Special Record Date for the payment of such Defaulted Interest, which
      shall be fixed in the following manner. The Company shall notify the
      Trustee in writing of the amount of Defaulted Interest proposed to be paid
      on each Security and the date of the proposed payment, and at the same
      time the Company shall deposit with the Trustee an amount of money equal
      to the aggregate amount proposed to be paid in respect of such Defaulted
      Interest or shall make arrangements satisfactory to the Trustee for such
      deposit prior to the date of the proposed payment, such money when
      deposited to be held in trust for the benefit of the Persons entitled to
      such Defaulted Interest as in this Clause provided. Thereupon the Trustee
      shall fix a Special Record Date for the payment of such Defaulted Interest
      which shall be not more than 15 days and not less than 10 days prior to
      the date of the proposed payment and not less than 10 days after the
      receipt by the Trustee of the notice of the proposed payment. The Trustee
      shall promptly notify the Company of such Special Record Date and, in the
      name and at the expense of the Company, shall cause notice of the proposed
      payment of such Defaulted Interest and the Special Record Date therefor to
      be mailed, first-class postage prepaid, to each Holder of Securities at
      such Holder's address as it appears in the Security Register, not less
      than 10 days prior to such Special Record Date. Notice of the proposed
      payment of such Defaulted Interest and the Special Record Date therefor
      having been so mailed, such Defaulted Interest shall be paid to the
      Persons in whose names the Securities (or their respective Predecessor
      Securities) are registered at the close of business on such Special Record
      Date and shall no longer be payable pursuant to the following Clause (2).

            (2) The Company may make payment of any Defaulted Interest in any
      other lawful manner not inconsistent with the requirements of any
      securities exchange on which the Securities may be listed, and upon such


                                      -70-
<PAGE>   73
      notice as may be required by such exchange, if, after notice given by the
      Company to the Trustee of the proposed payment pursuant to this Clause,
      such manner of payment shall be deemed practicable by the Trustee.

            Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security.

SECTION 309.      Persons Deemed Owners.

            Prior to due presentment of a Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name such Security is registered as the owner of such
Security for the purpose of receiving payment of principal of (and premium, if
any) and (subject to Section 308) interest on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

SECTION 310.      Cancellation.

            All Securities surrendered for payment, redemption, repurchase
pursuant to any Offer to Purchase, registration of transfer or exchange shall,
if surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly cancelled by it. The Company may at any time deliver to
the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and all Securities so delivered shall be promptly cancelled by the
Trustee. No Securities shall be authenticated in lieu of or in exchange for any
Securities cancelled as provided in this Section, except as expressly permitted
by this Indenture. All cancelled Securities held by the Trustee shall be
disposed of by the Trustee and the


                                      -71-
<PAGE>   74
Trustee will certify as to such disposal to the reasonable satisfaction of the
Company.

SECTION 311.      Computation of Interest.

            Interest on the Securities shall be computed on the basis of a
360-day year of twelve 30-day months provided, however, that any Special
Interest on Original Securities and any interest on overdue principal of (and
premium, if any) and interest on any Securities, shall be computed on the basis
of a 365-day or 366-day year, as the case may be, and the number of days
actually elapsed during the relevant Registration Default Period or the period
of default in the payment of such overdue principal (and premium, if any) or
interest.

                                  ARTICLE FOUR

                           Satisfaction and Discharge

SECTION 401.      Satisfaction and Discharge of Indenture.

            This Indenture shall cease to be of further effect (except as to any
surviving rights of registration of transfer or exchange of Securities herein
expressly provided for), and the Trustee, on demand of and at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when

            (1)  either

                  (A) all Securities theretofore authenticated and delivered
            (other than (i) Securities which have been destroyed, lost or stolen
            and which have been replaced or paid as provided in Section 307 and
            (ii) Securities for whose payment money has theretofore been
            deposited in trust or segregated and held in trust by the Company
            and thereafter repaid to the Company or discharged from such trust,
            as provided in Section 1003) have been delivered to the Trustee for
            cancellation; or


                                      -72-
<PAGE>   75
                  (B)  all such Securities not theretofore delivered to the
            Trustee for cancellation

                     (i) have become due and payable, or

                     (ii) will become due and payable at their Stated Maturity
                  within one year, or

                     (iii) are to be called for redemption within one year under
                  arrangements satisfactory to the Trustee for the giving of
                  notice of redemption by the Trustee in the name, and at the
                  expense, of the Company,

            and the Company, in the case of (i), (ii) or (iii) above, has
            deposited or caused to be deposited with the Trustee as trust funds
            in trust for the purpose an amount sufficient to pay and discharge
            the entire indebtedness on such Securities not theretofore delivered
            to the Trustee for cancellation, for principal (and premium, if any)
            and interest to the date of such deposit (in the case of Securities
            which have become due and payable) or to the Stated Maturity or
            Redemption Date, as the case may be;

            (2)  the Company has paid or caused to be paid all other sums
      payable hereunder by the Company; and

            (3) the Company has delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel, each stating that all conditions
      precedent herein provided for relating to the satisfaction and discharge
      of this Indenture have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607, the obligations of
the Trustee to any Authenticating Agent under Section 614 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of
this Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive.


                                      -73-
<PAGE>   76
SECTION 402.      Application of Trust Money.

            Subject to the provisions of the last paragraph of Section 1003, all
money deposited with the Trustee pursuant to Section 401 shall be held in trust
and applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for whose payment such money has been deposited with the
Trustee.


                                  ARTICLE FIVE

                                    Remedies

SECTION 501.      Events of Default.

            "Event of Default", wherever used herein, means any one of the
following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body):

            (1) default in the payment of any interest upon any Security when it
      becomes due and payable, and continuance of such default for a period of
      30 days; or

            (2) default in the payment of the principal of (or premium, if any,
      on) any Security at its Maturity; or

            (3)  failure to perform or comply with the provisions of Sections
      801, 1014 and 1015; or

            (4) default in the performance, or breach, of any covenant or
      warranty of the Company in this Indenture (other than a covenant or
      warranty a default in whose performance or whose breach is elsewhere in
      this


                                      -74-
<PAGE>   77
      Section specifically dealt with) or the Securities, and continuance of
      such default or breach for a period of 60 days after there has been given,
      in the manner provided in Section 106, to the Company by the Trustee or to
      the Company and the Trustee by the Holders of at least 10% in principal
      amount of the Outstanding Securities a written notice specifying such
      default or breach and requiring it to be remedied and stating that such
      notice is a "Notice of Default" hereunder; or

            (5) a default or defaults under the terms of any bond(s),
      debenture(s), note(s) or other evidence(s) of, or obligations
      constituting, Debt by the Company or any Restricted Subsidiary, or under
      any mortgage(s), indenture(s), agreement(s) or instrument(s) under which
      there may be issued or existing or by which there may be secured or
      evidenced, any Debt of the Company or any Restricted Subsidiary, in each
      case with a principal or similar amount then outstanding, individually or
      in the aggregate, in excess of $25 million, whether such Debt now exists
      or is hereafter Incurred, which default or defaults constitute a failure
      to pay any portion of the principal or similar amount of such Debt when
      due and payable after the expiration of any applicable grace period with
      respect thereto or will have resulted in such Debt becoming or being
      declared due and payable prior to the date on which it would otherwise
      have become due and payable; or

            (6) a final judgment or final judgments (not subject to appeal) for
      the payment of money are entered against the Company or any Restricted
      Subsidiary in an aggregate amount in excess of $25 million by a court or
      courts of competent jurisdiction, which judgments remain unstayed,
      undischarged or unbonded for a period of 60 days after the entry of such
      Judgment or Judgments; or

            (7) the entry by a court having jurisdiction in the premises of (A)
      a decree or order for relief in respect of the Company or any Restricted
      Subsidiary in an involuntary case or proceeding under any applicable
      Federal or State bankruptcy, insolvency, reorganization


                                      -75-
<PAGE>   78
      or other similar law or (B) a decree or order adjudging the Company or any
      Restricted Subsidiary a bankrupt or insolvent, or approving as properly
      filed a petition seeking reorganization, arrangement, adjustment or
      composition of or in respect of the Company or any Restricted Subsidiary
      under any applicable Federal or State law, or appointing a custodian,
      receiver, liquidator, assignee, trustee, sequestrator or other similar
      official of the Company or any Restricted Subsidiary or of any substantial
      part of the property of the Company or any Restricted Subsidiary, or
      ordering the winding up or liquidation of the affairs of the Company or
      any Restricted Subsidiary, and the continuance of any such decree or order
      for relief or any such other decree or order unstayed and in effect for a
      period of 60 consecutive days; or

            (8) the commencement by the Company or any Restricted Subsidiary of
      a voluntary case or proceeding under any applicable Federal or State
      bankruptcy, insolvency, reorganization or other similar law or of any
      other case or proceeding to be adjudicated a bankrupt or insolvent, or the
      consent by the Company or any Restricted Subsidiary to the entry of a
      decree or order for relief in respect of the Company or any Restricted
      Subsidiary in an involuntary case or proceeding under any applicable
      Federal or State bankruptcy, insolvency, reorganization or other similar
      law or to the commencement of any bankruptcy or insolvency case or
      proceeding against the Company or any Restricted Subsidiary or the filing
      by the Company or any Restricted Subsidiary of a petition or answer or
      consent seeking reorganization or relief under any applicable Federal or
      State law, or the consent by the Company or any Restricted Subsidiary to
      the filing of such a petition or to the appointment of or taking
      possession by a custodian, receiver, liquidator, assignee, trustee,
      sequestrator or similar official of the Company or any Restricted
      Subsidiary or of any substantial part of the property of the Company or
      any Restricted Subsidiary, or the making by the Company or any Restricted
      Subsidiary of an assignment for the benefit of creditors, or the admission
      by the Company


                                      -76-
<PAGE>   79
      or any Restricted Subsidiary in writing of its inability to pay its debts
      generally as they become due, or the taking of corporate action by the
      Company or any Restricted Subsidiary in furtherance of any such action.

SECTION 502.      Acceleration of Maturity; Rescission and Annulment.

            If an Event of Default (other than an Event of Default specified in
Section 501(7) or (8)) occurs and is continuing, then and in every such case the
Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities may declare the principal of all the Securities to be due
and payable immediately, by a notice in writing to the Company (and to the
Trustee if given by the Holders), and upon any such declaration such principal
and any accrued interest shall become immediately due and payable. If an Event
of Default specified in Section 501(7) or (8) occurs and is continuing, the
principal of and any accrued interest on the Securities then Outstanding shall
automatically, and without any declaration or other action on the part of the
Trustee or any Holder, become immediately due and payable.

            At any time after such a declaration of acceleration has been made
and before a judgment or decree for payment of the money due has been obtained
by the Trustee as hereinafter in this Article provided, the Holders of a
majority in principal amount of the Outstanding Securities, by written notice to
the Company and the Trustee, may rescind and annul such declaration and its
consequences if

            (1)  the Company has paid or deposited with the Trustee a sum
      sufficient to pay

                  (A)  all overdue interest on all Securities,

                  (B) the principal of (and premium, if any, on) any Securities
            which have become due otherwise than by such declaration of
            acceleration (including any Securities required to have been
            purchased on the Purchase Date pursuant to an


                                      -77-
<PAGE>   80
            Offer to Purchase made by the Company) and any interest thereon at
            the rate borne by the Securities,

                  (C) to the extent that payment of such interest is lawful,
            interest upon overdue interest at the rate provided therefor in the
            Securities, and

                  (D) all sums paid or advanced by the Trustee hereunder and the
            reasonable compensation, expenses, disbursements and advances of the
            Trustee, its agents and counsel;

and

            (2) all Events of Default, other than the non-payment of the
      principal of Securities which have become due solely by such declaration
      of acceleration, have been cured or waived as provided in Section 513.

No such rescission shall affect any subsequent default or impair any right
consequent thereon.

SECTION 503.      Collection of Indebtedness and Suits for Enforcement by
                  Trustee.

            The Company covenants that if

            (1) default is made in the payment of any interest on any Security
      when such interest becomes due and payable and such default continues for
      a period of 30 days, or

            (2) default is made in the payment of the principal of (or premium,
      if any, on) any Security at the Maturity thereof or, with respect to any
      Security required to have been purchased pursuant to an Offer to Purchase
      made by the Company, at the Purchase Date thereof,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole


                                      -78-
<PAGE>   81
amount then due and payable on such Securities for principal (and premium, if
any) and interest, and, to the extent that payment of such interest shall be
legally enforceable, interest on any principal (and premium, if any) and
interest that is overdue, at the rate provided therefor in the Securities, and,
in addition thereto, such further amount as shall be sufficient to cover the
costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.

            If an Event of Default occurs and is continuing, the Trustee may in
its discretion proceed to protect and enforce its rights and the rights of the
Holders by such appropriate judicial proceedings as the Trustee shall deem most
effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

SECTION 504.      Trustee May File Proofs of Claim.

            In case of any judicial proceeding relative to the Company or any
other obligor upon the Securities or the property of the Company or its
creditors, the Trustee shall be entitled and empowered, by intervention in such
proceeding or otherwise, to take any and all actions, including participation as
a member, voting or otherwise, of any committee of creditors, authorized under
the Trust Indenture Act in order to have claims of the Holders and the Trustee
allowed in any such proceeding. In particular, the Trustee shall be authorized
to collect and receive any moneys or other property payable or deliverable on
any such claims and to distribute the same; and any custodian, receiver,
assignee, trustee, liquidator, sequestrator or other similar official in any
such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 607.


                                      -79-
<PAGE>   82
            Notwithstanding the foregoing, no provision of this Indenture shall
be deemed to authorize the Trustee to authorize or consent to or accept or adopt
on behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities or the rights of any Holder thereof or to
authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding; provided, however, that the Trustee may, on behalf of such Holders,
vote for the election of a trustee in bankruptcy or similar official and be a
member of a creditors' or other such committee.

SECTION 505.      Trustee May Enforce Claims Without Possession of Securities.

            All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

SECTION 506.      Application of Money Collected.

            Any money collected by the Trustee pursuant to this Article, the
Collateral Agreement or the Credit Suisse Letter of Credit, in each case shall
be applied in the following order, at the date or dates fixed by the Trustee
and, in case of the distribution of such money on account of principal (or
premium, if any) or interest, upon presentation of the Securities and the
notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:

            FIRST: To the payment of all amounts due the Trustee under Section
      607; and


                                      -80-
<PAGE>   83
            SECOND: To the payment of the amounts then due and unpaid for
      principal of (and premium, if any) and interest on the Securities in
      respect of which or for the benefit of which such money has been
      collected, ratably, without preference or priority of any kind, according
      to the amounts due and payable on such Securities for principal (and
      premium, if any) and interest, respectively.

SECTION 507.      Limitation on Suits.

            No Holder of any Security shall have any right to institute any
proceeding, judicial or otherwise, with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless

            (1) such Holder has previously given written notice to the Trustee
      of a continuing Event of Default;

            (2) the Holders of not less than 25% in principal amount of the
      Outstanding Securities shall have made written request to the Trustee to
      institute proceedings in respect of such Event of Default in its own name
      as Trustee hereunder;

            (3) such Holder or Holders have offered to the Trustee reasonable
      indemnity against the costs, expenses and liabilities to be incurred in
      compliance with such request;

            (4) the Trustee for 60 days after its receipt of such notice,
      request and offer of indemnity has failed to institute any such
      proceeding; and

            (5) no direction inconsistent with such written request has been
      given to the Trustee during such 60-day period by the Holders of a
      majority in principal amount of the Outstanding Securities;

it being understood and intended that no one or more Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of
this Indenture to affect,


                                      -81-
<PAGE>   84
disturb or prejudice the rights of any other Holders, or to obtain or to seek to
obtain priority or preference over any other Holders or to enforce any right
under this Indenture, except in the manner herein provided and for the equal and
ratable benefit of all the Holders.

SECTION 508.      Unconditional Right of Holders to Receive Principal, Premium
                  and Interest.

            Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of (and premium, if any) and (subject to
Section 308) any interest on such Security on the respective Stated Maturities
expressed in such Security (or, in the case of redemption or repurchase, on the
Redemption Date or the Purchase Date, as the case may be) and to institute suit
for the enforcement of any such payment, and such rights shall not be impaired
without the consent of such Holder.

SECTION 509.      Restoration of Rights and Remedies.

            If the Trustee or any Holder has instituted any proceeding to
enforce any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case, subject to any
determination in such proceeding, the Company, the Trustee and the Holders shall
be restored severally and respectively to their former positions hereunder and
thereafter all rights and remedies of the Trustee and the Holders shall continue
as though no such proceeding had been instituted.

SECTION 510.      Rights and Remedies Cumulative.

            Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities in the last paragraph
of Section 307, no right or remedy herein conferred upon or reserved to the
Trustee or to the Holders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition


                                      -82-
<PAGE>   85
to every other right and remedy given hereunder or now or hereafter existing at
law or in equity or otherwise. The assertion or employment of any right or
remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

SECTION 511.      Delay or Omission Not Waiver.

            No delay or omission of the Trustee or of any Holder of any Security
to exercise any right or remedy accruing upon any Event of Default shall impair
any such right or remedy or constitute a waiver of any such Event of Default or
an acquiescence therein. Every right and remedy given by this Article or by law
to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case
may be.

SECTION 512.      Control by Holders.

            The Holders of a majority in principal amount of the Outstanding
Securities shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising
any trust or power conferred on the Trustee, provided that

            (1) such direction shall not be in conflict with any rule of law or
      with this Indenture, and

            (2) the Trustee may take any other action deemed proper by the
      Trustee which is not inconsistent with such direction.

SECTION 513.      Waiver of Past Defaults.

            The Holders of not less than a majority in principal amount of the
Outstanding Securities may on behalf of the Holders of all the Securities waive
any past default hereunder and its consequences, except a default

            (1) in the payment of the principal of (or premium, if any) or
      interest on any Security (including any Security which is required to have
      been purchased


                                      -83-

<PAGE>   86
         pursuant to an Offer to Purchase made by the Company), or

                  (2) in respect of a covenant or provision hereof which under
         Article Nine cannot be modified or amended without the consent of the
         Holder of each Outstanding Security affected.

                  Upon any such waiver, such default shall cease to exist, and
any Event of Default arising therefrom shall be deemed to have been cured, for
every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other default or impair any right consequent thereon.

SECTION 514.      Undertaking for Costs.

                  In any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, a court may require any party litigant in
such suit to file an undertaking to pay the costs of such suit, and may assess
costs against any such party litigant, in the manner and to the extent provided
in the Trust Indenture Act; provided, that neither this Section nor the Trust
Indenture Act shall be deemed to authorize any court to require such an
undertaking or to make such an assessment in any suit instituted by the Company,
the Trustee or any Holder, or group of Holders, holding in the aggregate at
least 10% in principal amount of the Outstanding Securities or in any suit
instituted by any Holder for the enforcement of principal of (and premium, if
any) or interest on any Security on or after the respective Stated Maturities
expressed in such Security (or, in the case of redemption, on or after the
Redemption Date or, in the case of any purchase required to be made pursuant to
an Offer to Purchase, on or after the Purchase Date).

SECTION 515.      Waiver of Stay, Usury or Extension Laws.

                  The Company covenants (to the extent that it may lawfully do
so) that it will not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay, usury or
extension law wherever 

                                      -84-
<PAGE>   87
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law
and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.


                                   ARTICLE SIX

                                   The Trustee

SECTION 601.      Certain Duties and Responsibilities.

                  The duties and responsibilities of the Trustee shall be as
provided by the Trust Indenture Act, and shall include taking such actions and
exercising such rights with respect to the Collateral (pursuant to the
Collateral Agreement and making such drawings under the Credit Suisse Letter of
Credit as may be necessary to protect and enforce the rights of the Holders
under the Securities and this Indenture and as otherwise required by the other
provisions of this Indenture. Notwithstanding the foregoing, no provision of
this Indenture or the Collateral Agreement, shall require the Trustee to expend
or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder or thereunder, or in the exercise of
any of its rights or powers, if it shall have reasonable grounds for believing
that repayment of such funds or adequate indemnity against such risk or
liability is not reasonably assured to it. Whether or not herein or therein
expressly so provided, every provision of this Indenture and the Collateral
Agreement, relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Section.

                                      -85-
<PAGE>   88
SECTION 602.      Notice of Defaults.

                  The Trustee shall give the Holders notice of any default
hereunder as and to the extent provided by the Trust Indenture Act; provided,
however, that in the case of any default of the character specified in Section
501(4), no such notice to Holders shall be given until at least 30 days after
the occurrence thereof. For the purpose of this Section, the term "default"
means any event which is, or after notice or lapse of time or both would become,
an Event of Default.

SECTION 603.      Certain Rights of Trustee.

                  Subject to the provisions of Section 601:

                  (a) the Trustee may rely and shall be protected in acting or
         refraining from acting upon any resolution, certificate, statement,
         instrument, opinion, report, notice, request, direction, consent,
         order, bond, debenture, note, other evidence of indebtedness or other
         paper or document believed by it to be genuine and to have been signed
         or presented by the proper party or parties;

                  (b) any request or direction of the Company mentioned herein
         shall be sufficiently evidenced by a Company Request or Company Order
         and any resolution of the Board of Directors may be sufficiently
         evidenced by a Board Resolution;

                  (c) whenever in the administration of this Indenture the
         Trustee shall deem it desirable that a matter be proved or established
         prior to taking, suffering or omitting any action hereunder, the
         Trustee (unless other evidence be herein specifically prescribed) may,
         in the absence of bad faith on its part, rely upon an Officers'
         Certificate;

                  (d) the Trustee may consult with counsel and the written
         advice of such counsel or any Opinion of Counsel shall be full and
         complete authorization and protection in respect of any action taken,
         suffered or 

                                      -86-
<PAGE>   89
         omitted by it hereunder in good faith and in reliance thereon;

                  (e) the Trustee shall be under no obligation to exercise any
         of the rights or powers vested in it by this Indenture at the request
         or direction of any of the Holders pursuant to this Indenture, unless
         such Holders shall have offered to the Trustee reasonable security or
         indemnity against the costs, expenses and liabilities which might be
         incurred by it in compliance with such request or direction;

                  (f) the Trustee shall not be bound to make any investigation
         into the facts or matters stated in any resolution, certificate,
         statement, instrument, opinion, report, notice, request, direction,
         consent, order, bond, debenture, note, other evidence of indebtedness
         or other paper or document, but the Trustee, in its discretion, may
         make such further inquiry or investigation into such facts or matters
         as it may see fit, and, if the Trustee shall determine to make such
         further inquiry or investigation, it shall be entitled to examine the
         books, records and premises of the Company, personally or by agent or
         attorney;

                  (g) the Trustee may execute any of the trusts or powers
         hereunder or perform any duties hereunder either directly or by or
         through agents or attorneys and the Trustee shall not be responsible
         for any misconduct or negligence on the part of any agent or attorney
         appointed with due care by it hereunder; and

                  (h) Except with respect to Section 1001, the Trustee shall
         have no duty to inquire as to the performance by the Company of the
         covenants set forth in Article Ten beyond its good faith review of any
         certificates or other notices received by it from the Company.

                                      -87-
<PAGE>   90
SECTION 604.               Not Responsible for Recitals
                           or Issuance of Securities.

                  The recitals contained herein and in the Securities, except
the Trustee's certificates of authentication, shall be taken as the statements
of the Company, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this
Indenture or the Securities. The Trustee shall not be accountable for the use or
application by the Company of Securities or the proceeds thereof.

SECTION 605.               May Hold Securities.

                  The Trustee, any Authenticating Agent, any Paying Agent, any
Security Registrar or any other agent of the Company or the Trustee, in its
individual or any other capacity, may become the owner or pledgee of Securities
and, subject to Sections 608 and 613, may otherwise deal with the Company and
any other obligor upon the Securities with the same rights it would have if it
were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such
other agent.

SECTION 606.               Money Held in Trust.

                  Subject to the requirements of the Collateral Agreement with
respect to the Collateral, money held by the Trustee in trust hereunder need not
be segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any money received by it hereunder
except as otherwise agreed with the Company.

SECTION 607.               Compensation and Reimbursement.

                  The Company agrees

                  (1) to pay to the Trustee from time to time reasonable
         compensation for all services rendered by it hereunder and under the
         Collateral Agreement (which compensation shall not be limited by any
         provision of  

                                      -88-
<PAGE>   91
         law in regard to the compensation of a trustee of an express trust);

                  (2) except as otherwise expressly provided herein, to
         reimburse the Trustee upon its request for all reasonable expenses,
         disbursements and advances incurred or made by the Trustee in
         accordance with any provision of this Indenture and the Collateral
         Agreement (including the reasonable compensation and the expenses and
         disbursements of its agents and counsel), except any such expense,
         disbursement or advance as may be attributable to its negligence or bad
         faith; and

                  (3) to indemnify the Trustee for, and to hold it harmless
         against, any loss, liability or expense incurred without negligence or
         bad faith on its part, arising out of or in connection with the
         acceptance or administration of this trust and the trust contemplated
         by the Collateral Agreement including the costs and expenses, of
         defending itself against any claim or liability in connection with the
         exercise or performance of any of its powers or duties hereunder.

SECTION 608.               Disqualification; Conflicting Interests.

                  If the Trustee has or shall acquire a conflicting interest
within the meaning of the Trust Indenture Act, the Trustee shall either
eliminate such interest or resign, to the extent and in the manner provided by,
and subject to the provisions of, the Trust Indenture Act and this Indenture.

SECTION 609.               Corporate Trustee Required; Eligibility.

                  There shall at all times be a Trustee hereunder which shall be
a Person that is eligible pursuant to the Trust Indenture Act to act as such,
has a combined capital and surplus of at least $50 million and has its Corporate
Trust Office located in the Borough of Manhattan, The City of New York. If such
Person publishes reports of condition at least annually, pursuant to law or to
the requirements of its supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus 

                                      -89-
<PAGE>   92

of such Person shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published. If at any time the
Trustee shall cease to be eligible in accordance with the provisions of this
Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

SECTION 610.               Resignation and Removal;
                           Appointment of Successor.

                  (a) No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee under
Section 611.

                  (b) The Trustee may resign at any time by giving written
notice thereof to the Company. If an instrument of acceptance by a successor
Trustee shall not have been delivered to the Trustee within 30 days after the
giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee.

                  (c) The Trustee may be removed at any time by Act of the
Holders of a majority in principal amount of the Outstanding Securities,
delivered to the Trustee and the Company.

                  (d)  If at any time:

                  (1) the Trustee shall fail to comply with Section 608 after
         written request therefor by the Company or by any Holder who has been a
         bona fide Holder of a Security for at least six months, or

                  (2) the Trustee shall cease to be eligible under Section 609
         and shall fail to resign after written request therefor by the Company
         or by any such Holder, or

                  (3) the Trustee shall become incapable of acting or shall be
         adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
         property shall be 

                                      -90-
<PAGE>   93

         appointed or any public officer shall take charge or control of the
         Trustee or of its property or affairs for the purpose of
         rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee, or (ii) subject to Section 514, any Holder who has been a bona fide
Holder of a Security for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee.

                  (e) If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause, the Company, by a Board Resolution, shall promptly appoint a
successor Trustee. If, within one year after such resignation, removal or
incapability, or the occurrence of such vacancy, a successor Trustee shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities delivered to the Company and the retiring Trustee, the
successor Trustee so appointed shall, forthwith upon its acceptance of such
appointment, become the successor Trustee and supersede the successor Trustee
appointed by the Company. If no successor Trustee shall have been so appointed
by the Company or the Holders and accepted appointment in the manner hereinafter
provided, any Holder who has been a bona fide Holder of a Security for at least
six months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor Trustee.

                  (f) The Company shall give notice of each resignation and
each removal of the Trustee and each appointment of a successor Trustee to all
Holders in the manner provided in Section 106. Each notice shall include the
name of the successor Trustee and the address of its Corporate Trust Office.

                                      -91-
<PAGE>   94
SECTION 611.               Acceptance of Appointment by Successor.

                  Every successor Trustee appointed hereunder shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring Trustee shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee; but, on request of the
Company or the successor Trustee, such retiring Trustee shall, upon payment of
its charges, execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee and shall duly
assign, transfer and deliver to such successor Trustee all property and money
held by such retiring Trustee hereunder. Upon request of any such successor
Trustee, the Company shall execute any and all instruments for more fully and
certainly vesting in and confirming to such successor Trustee all such rights,
powers and trusts.

                  No successor Trustee shall accept its appointment unless at
the time of such acceptance such successor Trustee shall be qualified and
eligible under this Article.

SECTION 612.               Merger, Conversion, Consolidation
                           or Succession to Business.

                  Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all the corporate
trust business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so 

                                      -92-
<PAGE>   95
authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities.

SECTION 613.               Preferential Collection
                           of Claims Against Company.

                  If and when the Trustee shall be or become a creditor of the
Company or any other obligor upon the Securities, the Trustee shall be subject
to the provisions of the Trust Indenture Act regarding the collection of claims
against the Company or any such other obligor.

SECTION 614.               Appointment of Authenticating Agent.

                  The Trustee may appoint an Authenticating Agent or Agents
which shall be authorized to act on behalf of the Trustee to authenticate
Securities issued upon original issue and upon exchange, registration of
transfer, partial redemption or partial purchase or pursuant to Section 307, and
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if such Securities had
been authenticated by the Trustee hereunder. Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee's certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50 million and
subject to supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so pub-

                                      -93-
<PAGE>   96
lished. If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, such Authenticating Agent shall
resign immediately in the manner and with the effect specified in this Section.

                  Any corporation into which an Authenticating Agent may be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which such
Authenticating Agent shall be a party, or any corporation succeeding to the
corporate agency or corporate trust business of an Authenticating Agent, shall
continue to be an Authenticating Agent, provided such corporation shall be
otherwise eligible under this Section, without the execution or filing of any
paper or any further act on the part of the Trustee or the Authenticating Agent.

                  An Authenticating Agent may resign at any time by giving
written notice thereof to the Trustee and the Company. The Trustee may at any
time terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and the Company. Upon receiving such a
notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall mail written notice of
such appointment first-class postage prepaid, to each Holder of Securities at
such Holder's address as it appears in the Security Register. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers and duties of its predecessor hereunder, with
like effect as if originally named as an Authenticating Agent. No successor
Authenticating Agent shall be appointed unless eligible under the provisions of
this Section.

                  The Trustee agrees to pay to each Authenticating Agent from
time to time reasonable compensation for its services under this Section, and
the Trustee shall be entitled to be reimbursed for such payments, subject to the
provisions of Section 607.

                                      -94-
<PAGE>   97
                  If an appointment is made pursuant to this Section, the
Securities may have endorsed thereon, in addition to the Trustee's certificate
of authentication, an alternative certificate of authentication in the following
form:

                  This is one of the Securities described in the
within-mentioned Indenture.


                                     ______________________________,
                                                          As Trustee



                                      By___________________________,
                                             As Authenticating Agent



                                       By___________________________
                                                  Authorized Officer



                                  ARTICLE SEVEN

                Holders' Lists and Reports by Trustee and Company

SECTION 701.               Company to Furnish Trustee
                           Names and Addresses of Holders.

                  The Company will furnish or cause to be furnished
to the Trustee

                  (a) semi-annually, not more than 15 days after each May 15 and
         November 15, commencing November 15, 2002, a list, in such form as the
         Trustee may reasonably require, of the names and addresses of the
         Holders as of such date; and

                  (b) at such other times as the Trustee may request in writing,
         within 30 days after the receipt by 

                                      -95-
<PAGE>   98

         the Company of any such request, a list of similar form and content as
         of a date not more than 15 days prior to the time such list is
         furnished; 

excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.

SECTION 702.               Preservation of Information;
                           Communications to Holders.

                  (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders contained in the most
recent list furnished to the Trustee as provided in Section 701 and the names
and addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished.

                  (b) The rights of Holders to communicate with other Holders
with respect to their rights under this Indenture or under the Securities, and
the corresponding rights and duties of the Trustee, shall be as provided by the
Trust Indenture Act.

                  (c) Every Holder of Securities, by receiving and holding the
same, agrees with the Company and the Trustee that neither the Company nor the
Trustee nor any agent of any of them shall be held accountable by reason of any
disclosure of information as to names and addresses of Holders made pursuant to
the Trust Indenture Act.

SECTION 703.               Reports by Trustee.

                  (a) The Trustee shall transmit to Holders such reports
concerning the Trustee and its actions under this Indenture as may be required
pursuant to the Trust Indenture Act at the times and in the manner provided
pursuant thereto.

                  (b) A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each stock exchange upon
which the Securities are

                                      -96-
<PAGE>   99
listed, with the Commission and with the Company. The Company will notify the
Trustee when the Securities are listed on any stock exchange.

SECTION 704.               Reports by the Company.

                  The Company shall file with the Trustee and the Commission,
and transmit to Holders, such information, documents and other reports, and
such summaries thereof, as may be required pursuant to the Trust Indenture Act
at the times and in the manner provided pursuant to such Act; provided that any
such information, documents or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 shall be
filed with the Trustee within 15 days after the same is so required to be filed
with the Commission.

SECTION 705.               Officers' Certificate with Respect to Change
                           in Interest Rates.

                  Within five days after the day on which any Special Interest
begins accruing, and within five days after any Special Interest ceases to
accrue, the Company shall deliver an Officers' Certificate to the Trustee (i) if
such day is prior to June 1, 2002, stating as applicable (a) that Special
Interest is accruing and payable and the rate of such Special Interest or (b)
that Special Interest is no longer accruing and payable and in either case the
date on which such Special Interest began or ceased to accrue and (ii) if such
day is on or after June 1, 2002, stating the interest rate thereupon in effect
for the Unregistered Securities (if any are Outstanding) and the date on which
such rate became effective.

                                      -97-
<PAGE>   100
                                 ARTICLE EIGHT

                          Merger, Consolidation, Etc.

SECTION 801.      Mergers, Consolidations and Certain
                  Transfers, Leases and Acquisitions of Assets.

                  The Company (a) shall not, and shall not permit any Restricted
Subsidiary to, consolidate with or merge into any Person, provided that this
Clause (a) shall not prohibit any such consolidation or merger by a Restricted
Subsidiary if (i) such Restricted Subsidiary ceases to be a Restricted
Subsidiary in such consolidation or merger or (ii) such consolidation or merger
is with or into the Company or a Wholly Owned Restricted Subsidiary; (b) shall
not permit any Person other than a Wholly Owned Restricted Subsidiary to
consolidate with or merge into (i) the Company or (ii) any Restricted
Subsidiary, provided that this Clause (b) shall not prohibit any such
consolidation or merger with or into a Restricted Subsidiary if such Restricted
Subsidiary ceases to be a Restricted Subsidiary in such consolidation or merger;
(c) shall 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; and (d) shall not, and shall not permit any Restricted
Subsidiary to, in one or a series of transactions, (i) acquire Capital Stock of
or other ownership interests in any other Person such that such other Person
becomes a Restricted Subsidiary (excluding transactions with an aggregate
purchase price of not more than $50 million with respect to the consummation of
which, as of the date of this Indenture, the Company has entered into a letter
of intent, option or other contract) or (ii) directly or indirectly, purchase,
lease or otherwise acquire all or substantially all of the properties and assets
of any Person or any existing business (whether existing as a separate entity,
subsidiary, division, unit or otherwise) of any Person (excluding transactions
with an aggregate purchase price of not more than $50 million with respect to
the consummation of which, as of the date of this Indenture, the Company has
entered into a letter of intent, option or other contract), unless, in any such
transaction 

                                      -98-
<PAGE>   101
(or series) contemplated by Clause (a), (b), (c) or (d) 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 or such Subsidiary at
         the time of such transaction (or series), no Event of Default, and no
         event which, after notice or lapse of time, or both, would become an
         Event of Default, shall have occurred and be continuing;

                  (2) in case the Company shall consolidate with or merge into
         another Person or shall directly or indirectly, in one or a series of
         transactions, transfer, convey, sell, lease or otherwise dispose of
         all or substantially all of its properties and assets as an entirety,
         the Person formed by such consolidation or into which the Company is
         merged or the Person which acquires by transfer, conveyance, sale,
         lease or other disposition all or substantially all of the properties
         and assets of the Company and its Subsidiaries on a consolidated basis
         (for purposes of this Article Eight, a "Successor Company") shall be a
         corporation, partnership, limited liability company or trust, shall be
         organized and validly existing under the laws of the United States of
         America, any State thereof or the District of Columbia and shall
         expressly assume by an indenture supplemental hereto executed and
         delivered to the Trustee, in form satisfactory to the Trustee, the due
         and punctual payment of the principal of (and premium, if any) and
         interest on all the Securities and the performance of every covenant of
         this Indenture on the part of the Company to be performed or observed;

                  (3) immediately after giving effect to such transaction (or
         series), the Consolidated Net Worth of the Company or, if applicable,
         the Successor Company shall be equal to or greater than 90% of the
         Consolidated Net Worth of the Company and its Restricted Subsidiaries
         immediately prior to such transaction (or series);

                                      -99-
<PAGE>   102
                  (4) if such transaction (or series) involves Allied Waste N.A.
         or any of its Restricted Subsidiaries, either (x) Allied Waste N.A.
         or, in a transaction (or series) in which Allied Waste N.A. does not
         survive, the Person formed by such transaction (or series) 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 of Section
         1009 or (y) the Consolidated EBITDA Coverage Ratio of Allied Waste
         N.A., or, if applicable, its successor entity and its Restricted
         Subsidiaries for the most recently ended four full fiscal quarter
         period for which internal financial statements are available
         immediately preceding consummation 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,
         would be no less than such Consolidated EBITDA Coverage Ratio,
         calculated without giving effect to such transaction (or series) or any
         other transaction (or series) that is subject to the provisions of this
         Section and that occurred after the later of December 30, 1996 and the
         date that is twelve months before the date of such transaction (or
         series);

                  (5) if such transaction (or series) involves the Company or
         any of its Restricted Subsidiaries (other than Allied Waste N.A. and
         any of its Restricted Subsidiaries), either (x) the Company or, if
         applicable, the Successor Company, as the case may be, 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


                                     -100-
<PAGE>   103
         at least $1.00 of additional Debt pursuant to the Consolidated EBITDA
         Coverage Ratio test set forth in the first paragraph of Section 1008 or
         (y) the Consolidated EBITDA Coverage Ratio of the Company, or, if
         applicable, the Successor Company, as the case may be, and its
         Restricted Subsidiaries 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,
         would be no less than such Consolidated EBITDA Coverage Ratio,
         calculated without giving effect to such transaction (or series) or any
         other transaction (or series) that is subject to the provisions of this
         Section and that occurred after the later of December 30, 1996 and the
         date that is twelve months before the date of such transaction (or
         series);

                  (6) if, as a result of any such transaction (or series),
         property and assets of the Company would become subject to a Lien which
         would not be permitted by Section 1012, the Company or, if applicable,
         the Successor Company, as the case may be, will have taken such steps
         as necessary effectively to secure the Securities equally and ratably
         with (or prior to, as provided in Section 1012) Debt secured by such
         Lien; and

                  (7) unless such transaction (or series) is of the type
         referred to in Clause (b)(ii) or Clause (d) above and involves an
         aggregate purchase price of less than $50 million, the Company has
         delivered to the Trustee an Officers' Certificate and an Opinion of
         Counsel, each stating that such transaction (or series) and, if a
         supplemental indenture is required in connection with such transaction
         (or series), such supplemental indenture complies with this Article and
         that all conditions precedent herein provided for relating to such
         transaction (or series) have been complied with, and, with respect to
         such Officers' Certificate, setting forth in reasonable detail the
         calculations 

                                     -101-
<PAGE>   104
         referred to in Clauses (3) and (4) or (5), as applicable, above.

SECTION 802.      Successor Substituted.

                  Upon any consolidation of the Company with, or merger of the
Company into, any other Person or any transfer, conveyance, sale, lease or other
disposition of all or substantially all of the properties and assets of the
Company and its Subsidiaries on a consolidated basis, in each case in accordance
with Section 801, the Successor Company shall succeed to, and be substituted
for, and may exercise every right and power of, the Company under this Indenture
with the same effect as if such Successor Company had been named as the Company
herein, and thereafter, except in the case of a lease, the predecessor Person
shall be relieved of all obligations and covenants under this Indenture and the
Securities.


                                  ARTICLE NINE

                             Supplemental Indentures

SECTION 901.      Supplemental Indentures Without Consent of Holders.

                  Without the consent of any Holders, the Company, when
authorized by a Board Resolution of the Company, and the Trustee, at any time
and from time to time, may enter into one or more indentures supplemental
hereto, in form satisfactory to the Trustee, for any of the following purposes:

                  (1)  to evidence the succession of another Person
         to the Company and the assumption by any such successor
         of the covenants of the Company herein and in the Securities; or

                  (2)  to add to the covenants of the Company for the benefit
         of the Holders, or to surrender any right or power herein conferred 
         upon the Company; or


                                     -102-
<PAGE>   105
                  (3)  to secure the Securities pursuant to the requirements of
         Section 1012 or otherwise; or

                  (4) to comply with any requirements of the Commission in order
         to effect qualification of this Indenture under the Trust Indenture Act
         in connection with the issuance of the Exchange Securities and
         thereafter maintain the qualification of this Indenture under the Trust
         Indenture Act; or

                  (5) to cure any ambiguity, to correct or supplement any
         provision herein which may be inconsistent with any other provision
         herein, or to make any other provisions with respect to matters or
         questions arising under this Indenture which shall not be inconsistent
         with the provisions of this Indenture, provided that such action
         pursuant to this Clause (5) shall not adversely affect the interests of
         the Holders in any material respect; or

                  (6) to add to, change or eliminate any of the provisions of
         this Indenture to permit or facilitate the issuance of Global
         Securities and matters related thereto, provided that such action
         pursuant to this Clause (6) shall not adversely affect the interests of
         the Holders in any material respect.

SECTION 902.      Supplemental Indentures with Consent of Holders.

                  With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Securities, by Act of said Holders delivered
to the Company and the Trustee, the Company, when authorized by a Board
Resolution of the Company, and the Trustee may enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or
of modifying in any manner the rights of the Holders under this Indenture;
provided, however, that no such supplemental indenture shall, without the
consent of the Holder of each Outstanding Security affected thereby,

                                     -103-
<PAGE>   106
                  (1) change the Stated Maturity of the principal of, or any
         installment of interest on, any Security, or reduce the principal
         thereof or the rate of interest thereon or any premium payable upon the
         redemption thereof, or change the place of payment where, or the coin
         or currency in which, the principal of (or premium, if any) or interest
         on any Security is payable, or impair the right to institute suit for
         the enforcement of any such payment on or after the Stated Maturity
         thereof (or, in the case of redemption, on or after the Redemption Date
         or, in the case of an Offer to Purchase which has been made, on or
         after the applicable Purchase Date), or

                  (2) reduce the percentage in principal amount of the
         Outstanding Securities, the consent of whose Holders is required for
         any such supplemental indenture, or the consent of whose Holders is
         required for any waiver (of compliance with certain provisions of this
         Indenture or certain defaults hereunder and their consequences)
         provided for in this Indenture, or

                  (3) modify any of the provisions of this Section, Section 513
         or Section 1022 except to increase any such percentage or to provide
         that certain other provisions of this Indenture cannot be modified or
         waived without the consent of the Holder of each Outstanding Security
         affected thereby, or

                  (4) modify Sections 1014 and 1015 of this Indenture in a
         manner adverse to the Holders thereof in any material respect, or

                  (5) following the mailing to a Holder of an Offer Document
         with respect to an Offer to Purchase, modify the provisions of this
         Indenture with respect to such Offer to Purchase in a manner adverse to
         such Holder in any material respect.

                  It shall not be necessary for any Act of Holders under this
Section to approve the particular form of any proposed supplemental indenture,
but it shall be sufficient if such Act shall approve the substance thereof.

                                     -104-
<PAGE>   107
SECTION 903.      Execution of Supplemental Indentures.

                  In executing, or accepting the additional trusts created by,
any supplemental indenture permitted by this Article or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be entitled
to receive, and (subject to Section 601) shall be fully protected in relying
upon, an Opinion of Counsel stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture. The Trustee may, but
shall not be obligated to, enter into any such supplemental indenture which
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise.

SECTION 904.      Effect of Supplemental Indentures.

                  Upon the execution of any supplemental indenture under this
Article, this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes; and
every Holder of Securities theretofore or thereafter authenticated and delivered
hereunder shall be bound thereby.

SECTION 905.      Conformity with Trust Indenture Act.

                  Every supplemental indenture executed pursuant to this Article
shall conform to the requirements of the Trust Indenture Act.

SECTION 906.      Reference in Securities to Supplemental Indentures.

                  Securities authenticated and delivered after the execution of
any supplemental indenture pursuant to this Article may, and shall if required
by the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities so modified as to conform, in the opinion of the Trustee and the
Company, to any such supplemental indenture may be prepared and executed by the
Company and authenticated and delivered by the Trustee in exchange for
Outstanding Securities.

                                     -105-
<PAGE>   108
                                   ARTICLE TEN

                                    Covenants

SECTION 1001.     Payment of Principal, Premium and Interest.

                  The Company will duly and punctually pay the principal of (and
premium, if any) and interest on the Securities in accordance with the terms of
the Securities and this Indenture.

SECTION 1002.     Maintenance of Office or Agency.

                  The Company will maintain in the Borough of Manhattan, The
City of New York, an office or agency where Securities may be presented or
surrendered for payment, where Securities may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Company in
respect of the Securities and this Indenture may be served. The Company will
give prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency. If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, surrenders, notices and demands
may be made or served at the Corporate Trust Office of the Trustee, and the
Company hereby appoints the Trustee as its agent to receive all such
presentations, surrenders, notices and demands.

                  The Company may also from time to time designate one or more
other offices or agencies (in or outside the Borough of Manhattan, The City of
New York) where the Securities may be presented or surrendered for any or all
such purposes and may from time to time rescind such designations; provided,
however, that no such designation or rescission shall in any manner relieve the
Company of its obligation to maintain an office or agency in the Borough of
Manhattan, The City of New York, for such purposes. The Company will give prompt
written notice to the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency.

                                     -106-
<PAGE>   109
SECTION 1003.     Money for Security Payments to Be Held in Trust.

                  If the Company shall at any time act as its own Paying Agent,
it will, on or before each due date of the principal of (and premium, if any) or
interest on any of the Securities, segregate and hold in trust for the benefit
of the Persons entitled thereto a sum sufficient to pay the principal (and
premium, if any) or interest so becoming due until such sums shall be paid to
such Persons or otherwise disposed of as herein provided and will promptly
notify the Trustee of its action or failure so to act.

                  Whenever the Company shall have one or more Paying Agents, it
will, prior to each due date of the principal of (and premium, if any) or
interest on any Securities, deposit with a Paying Agent a sum sufficient to pay
such amount, such sum to be held as provided by the Trust Indenture Act, and
(unless such Paying Agent is the Trustee) the Company will promptly notify the
Trustee of its action or failure so to act.

                  The Company will cause each Paying Agent other than the
Trustee to execute and deliver to the Trustee an instrument in which such Paying
Agent shall agree with the Trustee, subject to the provisions of this Section,
that such Paying Agent will (i) comply with the provisions of the Trust
Indenture Act applicable to it as a Paying Agent (or, until such time as this
Indenture shall be qualified under the Trust Indenture Act, which would be
applicable to it as Paying Agent if the Indenture were so qualified) and (ii)
during the continuance of any default by the Company (or any other obligor upon
the Securities) in the making of any payment in respect of the Securities, upon
the written request of the Trustee, forthwith pay to the Trustee all sums held
in trust by such Paying Agent as such.

                  The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which 

                                     -107-
<PAGE>   110
such sums were held by the Company or such Paying Agent; and, upon such payment
by any Paying Agent to the Trustee, such Paying Agent shall be released from all
further liability with respect to such money.

                  Subject to any applicable abandoned property laws, any money
deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of (and premium, if any) or interest on
any Security and remaining unclaimed for two years after such principal (and
premium, if any) or interest has become due and payable shall be paid to the
Company on Company Request, or (if then held by the Company) shall be discharged
from such trust; and the Holder of such Security shall thereafter, as an
unsecured general creditor, look only to the Company for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in The City of New
York, notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such publication,
any unclaimed balance of such money then remaining will be repaid to the
Company.

SECTION 1004.     Existence.

                  Subject to Article Eight, the Company will do or cause to be
done all things necessary to preserve and keep in full force and effect its
existence, rights (charter and statutory) and franchises; provided, however,
that the Company shall not be required to preserve any such right or franchise
if the Board of Directors of the Company shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Company and
that the loss thereof is not disadvantageous in any material respect to the
Holders.

                                     -108-
<PAGE>   111
SECTION 1005.              Maintenance of Properties.

                  The Company will cause substantially all properties used or
useful in the conduct of its business or the business of any Restricted
Subsidiary to be maintained and kept in good working order reasonable wear and
tear excepted and supplied with all necessary equipment and will cause to be
made all necessary repairs, renewals, replacements, betterments and improvements
thereof, including, without limitation, maintaining and operating its solid
waste landfills in substantial compliance with applicable federal, state,
provincial and local regulations, all as in the judgment of the Company may be
necessary so that the business carried on in connection therewith may be
properly and advantageously conducted at all times; provided, however, that
nothing in this Section shall prevent the Company or any Restricted Subsidiary
from discontinuing the operation or maintenance of any of such properties if
such discontinuance is, in the judgment of the Company, desirable in the conduct
of its business or the business of any Restricted Subsidiary and not
disadvantageous in any material respect to the Holders.

SECTION 1006.              Payment of Taxes and Other Claims.

                  The Company will pay or discharge or cause to be paid or
discharged (1) all taxes, assessments and governmental charges levied or imposed
upon the Company or any of its Subsidiaries or upon the income, profits or
property of the Company or any of its Subsidiaries, and (2) all lawful claims
for labor, materials and supplies which, if unpaid, might by law become a lien
upon the property of the Company or any of its Restricted Subsidiaries;
provided, however, that the Company shall not be required to pay or discharge or
cause to be paid or discharged any such tax, assessment, charge or claim whose
amount, applicability or validity is being contested in good faith by
appropriate proceedings.

                                     -109-
<PAGE>   112
SECTION 1007.              Maintenance of Insurance.

                  The Company shall, and the Company shall cause its Restricted
Subsidiaries to, keep at all times all of their properties which are of an
insurable nature insured against loss or damage, to provide required financial
assurances to governmental agencies under applicable environmental regulations
relating to its landfill and collection operations and to maintain liability
insurance, with insurers believed by the Company to be responsible, in each case
to the extent, in the judgment of the Company, to do so comports with good
business practice.

SECTION 1008.              Limitation on Debt of the Company and
                           Certain of its Restricted Subsidiaries

                  The Company shall not Incur any Debt and shall not permit any
of its Restricted Subsidiaries (other than Allied Waste N.A. and its 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 and its Restricted Subsidiaries 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 as 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 and
its Restricted Subsidiaries (other than Allied Waste N.A. and its Restricted
Subsidiaries) may Incur the following Debt:

                  (i) Debt under the Bank Agreement in an aggregate principal
         amount at any one time outstanding not to exceed the Bank Facility
         Limit then in effect;

                  (ii) 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, 

                                     -110-
<PAGE>   113
         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 (ii) 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;

                  (iii) Debt evidenced by the Securities and other Debt
         outstanding on the date of the Indenture;

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

                  (v) Debt Incurred to renew, extend, refund otherwise refinance
         any outstanding Debt permitted in Clauses (i) through (iii) above;
         provided, however, that such Debt does not exceed the principal amount
         (or accreted value in the case of original issue discount Debt) of Debt
         so renewed, extended, refunded or otherwise refinanced; and provided
         further, that Debt the proceeds of which are used to refinance or
         refund Debt which expressly states that it is subordinate in right of
         payment to the Securities shall only be permitted if (a) the
         refinancing or refunding Debt is made subordinate to the Securities to
         substantially the same extent as, or a greater extent than, the Debt
         being refinanced or refunded is subordinated to the Securities and (b)
         such refinancing or refunding Debt (x) does not have a final Stated
         Maturity earlier than the final Stated Maturity of the refinanced or
         refunded Debt or permit redemption or other retirement of such Debt
         (including pursuant to an offer to purchase by the Company) at the
         option of the holder thereof prior to the final Stated Maturity of the
         Debt being refinanced or refunded, other than a redemption or other
         retirement at the option of the holder of such Debt on terms and in
         circumstances that are substantially similar to those on and in which
         the Debt being


                                     -111-
<PAGE>   114
         refinanced or refunded may be redeemed or otherwise retired and (y)
         does not have a Weighted Average Life less than the Weighted Average
         Life of the Debt being refinanced or refunded; and

             (vi) Debt not otherwise permitted to be Incurred pursuant to
         Clauses (i) through (v) above, which, in aggregate amount, together
         with the aggregate amount of all other Debt previously Incurred
         pursuant to this Clause (vi) and then outstanding, does not exceed $75
         million.

SECTION 1009.      Limitation on Debt of Allied Waste
                   N.A. and its Restricted Subsidiaries

                  The Company shall not permit Allied Waste N.A. or any
Restricted Subsidiary of Allied Waste N.A. 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 Allied Waste N.A. and its
Restricted Subsidiaries 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 as 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 if
such Incurrence or issuance is on or prior to December 31, 1999 and 2.25 to 1.0
if thereafter.

                  Without regard to the foregoing limitations, Allied Waste N.A.
and its Restricted Subsidiaries may Incur the following Debt:

                  (i) Debt under the Bank Agreement in an aggregate principal
         amount at any one time outstanding not to exceed the Bank Facility
         Limit then in effect;

                  (ii) Debt owed by Allied Waste N.A. to the Company or to any
         Restricted Subsidiary or Debt owed by a Restricted Subsidiary of Allied
         Waste N.A. to the Company or to a Restricted Subsidiary; provided,

                                     -112-
<PAGE>   115
         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 (ii) 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;

                  (iii) Debt outstanding on the date of the Indenture;

                  (iv) Debt Incurred in connection with an acquisition, merger
         or consolidation transaction permitted under Section 801, which Debt
         (a) was issued by a Person prior to the time such Person becomes a
         Restricted Subsidiary of Allied Waste N.A. in such transaction
         (including by way of merger or consolidation with Allied Waste N.A. or
         another Restricted Subsidiary of Allied Waste N.A.) and was not issued
         in contemplation of such transaction or (b) is issued by Allied Waste
         N.A. or a Restricted Subsidiary of Allied Waste N.A. to a seller in
         connection with such transaction, in an aggregate amount for all such
         Debt issued pursuant to this Clause (iv) not to exceed $50 million at
         any one time outstanding;

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

                  (vi) Debt Incurred to renew, extend, refund or otherwise
         refinance any outstanding Debt permitted in Clauses (i) through (iv)
         above; provided, however, that such Debt does not exceed the principal
         amount (or accreted value in the case of original issue discount Debt)
         of Debt so renewed, extended, refunded or otherwise refinanced; and
         provided further, that Debt the proceeds of which are used to refinance
         or refund Debt which expressly states that it is subordinate in right
         of payment to the Securities shall only be 

                                     -113-
<PAGE>   116
         permitted if (a) the refinancing or refunding Debt is made subordinate
         to the Securities to substantially the same extent as, or a greater
         extent than, the Debt being refinanced or refunded is subordinated to
         the Securities and (b) such refinancing or refunding Debt (x) does not
         have a final Stated Maturity earlier than the final Stated Maturity of
         the refinanced or refunded Debt or permit redemption or other
         retirement of such Debt (including pursuant to an offer to purchase by
         the Company) at the option of the holder thereof prior to the final
         Stated Maturity of the Debt being refinanced or refunded, other than a
         redemption or other retirement at the option of the holder of such Debt
         on terms and in circumstances that are substantially similar to those
         on and in which the Debt being refinanced or refunded may be redeemed
         or otherwise retired and (y) does not have a Weighted Average Life less
         than the Weighted Average Life of the Debt being refinanced or
         refunded; and

                  (vii) Debt not otherwise permitted to be Incurred pursuant to
         Clauses (i) through (vi) above, which, in aggregate amount, together
         with the aggregate amount of all other Debt previously Incurred
         pursuant to this Clause (vii) and then outstanding, does not exceed 5%
         of the Consolidated Total Assets of Allied Waste N.A. and its
         Restricted Subsidiaries at the time of such Incurrence.

                  Notwithstanding the foregoing, the Company shall not permit
Allied Insurance to Incur any Debt other than reimbursement obligations with
respect to letters of credit and other financial assurance obligations issued to
enable Allied Insurance to issue insurance policies for the benefit of the
Company and its Restricted Subsidiaries.

SECTION 1010.              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 

                                     -114-
<PAGE>   117
or any Restricted Subsidiary or to the holders thereof in their capacity as such
(excluding any dividends or distributions (u) 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), (v) dividends or distributions by a
Restricted Subsidiary to the Company or another Restricted Subsidiary and (w)
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 other rights to purchase or acquire, or any securities convertible or
exchangeable into, 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 or other acquisition or retirement by any Restricted Subsidiary of
any of its Capital Stock, other 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,
directly or indirectly, any Investment that is not a Permitted Investment; or
(iv) redeem, defease (whether legal, covenant or other defeasance), repurchase,
retire or otherwise acquire or retire for value, prior to any scheduled
maturity, repayment or sinking fund payment, Debt of the Company (other than the
Securities) that is subordinate in right of payment to the Securities (each of
the transactions described in Clauses (i) through (iv) being referred to herein
as a "Restricted Payment"), if at the time thereof:

                  (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,

                  (2) the Company would, at the time of such Restricted Payment
         and after giving pro forma effect 

                                     -115-
<PAGE>   118
         thereto as if such Restricted Payment had been made at the beginning of
         the Company's 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 of Section 1008,
         or

                  (3) upon giving effect to such Restricted Payment, the
         aggregate of all Restricted Payments (excluding Restricted Payments
         permitted by Clauses (i), (iii) and (iv) of the next succeeding
         paragraph) from the date of this 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 Consolidated Net Income (or, in case
                  Consolidated Net Income shall be negative, less 100% of such
                  deficit) of the Company for the period (taken as one
                  accounting period) from January 1, 1997 through 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 (other than to a Restricted Subsidiary) 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 or exchanged for Capital Stock (other than
                  Redeemable Interests) of the Company after January 1, 1997;
                  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 

                                     -116-
<PAGE>   119
                  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 1, 1997 from
                  an Unrestricted Subsidiary of the Company; and

                           (d) $10 million, less any amounts paid pursuant to
                  Clause (ii) of the next sentence.

The foregoing provisions of this Section 1010 shall not be violated by reason
of:

                  (i) the Repurchase;

                  (ii) payments (x) of cash dividends on any shares of Preferred
         Stock of the Company outstanding on the date of this Indenture in an
         amount not to exceed the stated dividend rate on the date of this
         Indenture on such Preferred Stock (which payments in the aggregate
         shall not exceed $700,000 for each fiscal year) and (y) to redeem any
         convertible Preferred Stock of the Company outstanding on the date of
         this Indenture if the conversion price for such Preferred Stock is no
         greater than 80% of the then market price of the stock into which such
         Preferred Stock is redeemable; provided that the aggregate of all
         amounts paid pursuant to this Clause (ii), together with all amounts
         paid pursuant to Clause (3)(d) of the foregoing sentence, shall not
         exceed $10 million;

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

                  (iv) any refinancing or refunding of Debt permitted pursuant
         to Clause (vi) of the second paragraph of Section 1009 or pursuant to
         Clause (v) of the second paragraph of Section 1008; and

                                     -117-
<PAGE>   120
                  (v) the purchase, redemption or other acquisition or
         retirement for value of any 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 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.

                  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 will 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 the second preceding paragraph.

SECTION 1011.              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 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, directly or
indirectly, 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 (i), (ii)
or (iii), any encumbrance or restriction:

                                     -118-
<PAGE>   121
                  (a) pursuant to the Securities, this Indenture or any other
         agreement in effect on the date of this Indenture,

                  (b) pursuant to the Allied Waste N.A. Notes, including any
         Guarantees thereof or any Liens securing any of such debt,

                  (c) pursuant to the Bank Agreement, including any Guarantees
         of or Liens securing the Debt Incurred thereunder,

                  (d) pursuant to an agreement relating to any Debt Incurred by
         such Subsidiary prior to and outstanding on the date on which such
         Subsidiary became a Subsidiary of the Company (including by reason of a
         merger or consolidation with another Subsidiary of the Company),
         provided that such Debt was not Incurred in anticipation of becoming a
         Subsidiary,

                  (e) pursuant to 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,

                  (f) pursuant to customary non-assignment provisions in leases
         or purchase agreements entered into in the ordinary course of business,

                  (g) pursuant to purchase money obligations for property
         acquired in the ordinary course of business or liens in connection
         therewith permitted to be Incurred under Section 1012 that impose
         restrictions of the nature described in Clause (iii) above on the
         property so acquired,

                  (h) pursuant to Debt permitted to be Incurred by Allied Waste
         N.A. and its Restricted Subsidiaries pursuant to Section 1009;
         provided, however, that the provisions relating to such encumbrance or
         restriction 

                                     -119-
<PAGE>   122
         contained in such Debt are no more restrictive in any material respect
         than the restrictions contained in the indenture pursuant to which the
         Allied Waste N.A. Notes were issued or

                  (i) pursuant to an agreement effecting a renewal, extension,
         refinancing or refunding of Debt Incurred pursuant to an agreement
         referred to in Clause (a), (b), (c) or (h) 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 being renewed, extended,
         refinanced or refunded, as determined in good faith by the Board of
         Directors.

SECTION 1012.              Limitation on Liens.

                  The Company shall not Incur any Lien on property or assets of
the Company now owned or hereafter acquired without making effective provision
for securing the Securities, provided that in the event such Lien secures Debt
which is subordinate in right of payment to the Securities, the Securities are
secured on a basis prior to such Debt as to such property or assets for so long
as such Debt will be so secured.

                  The foregoing restrictions will not apply to (a) Liens
existing at the date of this Indenture in respect of Debt existing at the date
of this Indenture or (b) to:

                  (i) Liens on property of the Company in favor of the United
         States of America or any state thereof, or any instrumentality of
         either, to secure certain payments pursuant to any contract or statute;

                  (ii) Liens for taxes or assessments or other governmental
         charges or levies which are being contested in good faith by
         appropriate proceedings promptly instituted and diligently conducted
         and for which a 

                                     -120-
<PAGE>   123
         reserve or other appropriate provision, if any, as shall be required in
         accordance with generally accepted accounting principles shall have
         been made; and

                  (iii) Liens to secure (x) Debt Incurred pursuant to Clause (i)
         of the second paragraph of Section 1008, (y) Debt Incurred pursuant to
         Clause (v) of the second paragraph of Section 1008 to extend, renew,
         refinance or refund (or successive extensions, renewals, refinancings
         or refundings), in whole or in part, the Debt under the Bank Agreement
         and (z) Debt consisting of Permitted Interest Rate or Currency
         Protection Agreements with respect to the Debt referred to in Clauses
         (x) and (y) above.

SECTION 1013.              Limitation on Transactions with
                           Affiliates and Related Persons.

                  The Company shall not, and shall not permit any Restricted
Subsidiary of the Company to, directly or indirectly, enter into any transaction
(or series of related transactions) (including the purchase, sale, lease or
exchange of property, the rendering of any service or the making of any loan or
advance) after the date of this Indenture with any Affiliate or Related Person
unless:

                  (i) such Affiliate or Related Person is (both before and after
         such transaction) (a) the Company or a Restricted Subsidiary or (b)
         another Restricted Subsidiary, the minority interests in which are not
         held by any Affiliate or Related Person; or

                  (ii) where the total consideration given or to be provided by
         the Company or such Restricted Subsidiary in or pursuant to such
         transaction (or series) (including cash, the fair value of non-cash
         property and the assumption of Debt) (a) will be no more than $1
         million, the Chief Executive Officer, the Chief Operating Officer or
         the Chief Financial Officer 

                                     -121-
<PAGE>   124
         certifies in an Officers' Certificate that the terms of the transaction
         (or series) are in the best interests of the Company or such Restricted
         Subsidiary and are no less favorable to the Company or such Restricted
         Subsidiary than those that could be obtained in a comparable
         arm's-length transaction with an entity that is not an Affiliate or
         Related Person, (b) will be in excess of $1 million but no more than $5
         million, a majority of the disinterested members of the Board of
         Directors determines in its good faith judgment, as evidenced by a
         Board Resolution, that the terms of the transaction are in the best
         interests of the Company or such Restricted Subsidiary and are no less
         favorable to the Company or such Restricted Subsidiary than those that
         could be obtained in a comparable arm's-length transaction with an
         entity that is not an Affiliate or a Related Person; or (c) will be in
         excess of $5 million, a nationally recognized investment banking firm
         (which may not be an Affiliate or Related Person of the Company),
         delivers a written opinion to the Board of Directors prior to
         consummation of such transaction (or series) that the terms of the
         transaction (or series) are in the best interests of the Company or
         such Restricted Subsidiary and are no less favorable to the Company or
         such Restricted Subsidiary than those that could be obtained in a
         comparable arm's-length transaction with an entity that is not an
         Affiliate or Related Person;

provided, however, that the foregoing restriction shall not apply to the
Repurchase or to the Intercompany Agreements as in effect on the date of this
Indenture or the transactions contemplated thereby.

SECTION 1014.              Limitation on Certain Asset Dispositions.

                  (a) The Company shall not make, and shall not permit any
Restricted Subsidiary to make, any Asset Disposition in one or more related
transactions 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 

                                     -122-
<PAGE>   125
         value of the shares or the assets disposed of, as determined in good
         faith by the Board of Directors of the Company and evidenced by a Board
         Resolution for any transaction (or series of transactions) involving in
         excess of $1 million and not involving solely a 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% of the consideration received by the Company
         (or such Subsidiary) for such disposition consists of (u) cash or
         readily marketable cash equivalents, (v) 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 Securities) and
         release of the Company and its Restricted Subsidiaries from all
         liability in respect of the Debt or other liabilities assumed, (w)
         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 Wholly Owned Restricted Subsidiaries as such
         business is conducted immediately prior to such Asset Disposition or
         (x) 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), less any Reinvested Amounts, are applied by the
         Company (or a Restricted Subsidiary) within one year from the later of
         the date of such Asset Disposition or the receipt of such Net Available
         Proceeds, (A) first, to repayment (in whole or in part) of Debt of the
         Company or its Restricted Subsidiaries then outstanding under any
         agreements or instruments which would require such application or which
         would prohibit payments pursuant to Clause (B) following; (B) second,
         to the extent Net Available Proceeds are not required to be applied to
         Debt as specified in Clause (A), to purchases of

                                     -123-
<PAGE>   126
         Outstanding Securities pursuant to an Offer to Purchase (to the extent
         such an offer is not prohibited by the terms of any Debt then
         outstanding) at a purchase price equal to 100% of their Accreted Value
         as of the purchase date plus any accrued interest to the date of
         purchase (provided, however, that installments of interest whose Stated
         Maturity is on or prior to the Purchase Date will be payable to the
         Holders of such Securities registered as such at the close of business
         on the relevant Regular Record Dates according to their terms and as
         set forth in Section 308) and, to the extent required by the terms
         thereof, any other Debt of the Company that is pari passu with the
         Securities at a price no greater than 100% of the principal amount
         thereof plus accrued interest to the date of purchase (or 100% of the
         accreted value in the case of original issue discount Debt); 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 Indenture.

                  Notwithstanding the foregoing, the Company shall not be
required to comply with the requirements of Clause (iii) of the preceding
paragraph if the Net Available Proceeds (less Reinvested Amounts) available for
use to make an Offer to Purchase, together with all Net Available Proceeds (less
Reinvested Amounts) from prior Asset Dispositions which were available for use
to make an Offer to Purchase but pursuant to this paragraph were not so used,
are less than $50 million. Notwithstanding the foregoing, if any Restricted
Subsidiary in which a Reinvested Amount is invested becomes an Unrestricted
Subsidiary thereafter, then such change in status shall be deemed to be an Asset
Disposition with Net Available Proceeds of cash in an amount equal to such
Reinvested Amount, and such an amount of cash shall be applied pursuant to
Clause (iii) above (subject to this paragraph).

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

                                     -124-
<PAGE>   127
                  (b) The Company shall mail by first class mail the Offer
Document for an Offer to Purchase required pursuant to Section 1014(a) 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 Section 1014(a) or the
receipt of the Net Available Proceeds from such Asset Disposition. The aggregate
Accreted Value of the Securities 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 Section 1014(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 Securities owned by such Holder pursuant to
the Offer to Purchase, subject to the requirement that any portion of a Security
tendered must be tendered in an integral multiple of $1,000 principal amount.

                  The Company shall not be entitled to any credit against its
obligations under this Section 1014 for the Accreted Value of any Securities
acquired or redeemed by the Company otherwise than pursuant to the Offer to
Purchase pursuant to this Section 1014.

                  (c) Not later than the date of the Offer Document with respect
to an Offer to Purchase pursuant to this Section 1014, the Company shall
deliver to the Trustee an Officers' Certificate as to (i) the Purchase Amount,
(ii) the allocation of the Net Available Proceeds from the Asset Disposition
pursuant to which such Offer to Purchase is being made, including, with respect
to Reinvested Amounts, the assets acquired and a statement that such assets will
be used in the business of the Company and any of its Wholly Owned Restricted
Subsidiaries as such business was conducted prior to such Asset Disposition, and
(iii) the compliance of such allocation with the provisions of Section 1014(a).

                  The Company and the Trustee shall perform their respective
obligations specified in the Offer Document for the Offer to Purchase. On or
prior to the Purchase Date, the Company shall (i) accept for payment (on a pro
rata basis, if necessary) Securities or portions thereof tendered pursuant to
the Offer to Purchase, (ii) deposit with the

                                     -125-
<PAGE>   128
Paying Agent (or, if the Company is acting as its own Paying Agent, segregate
and hold in trust as provided in Section 1003) money sufficient to pay the
purchase price of all Securities or portions thereof so accepted and (iii)
deliver or cause to be delivered to the Trustee all Securities so accepted
together with an Officers' Certificate stating the Securities 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 Securities so
accepted payment in an amount equal to the Purchase Price for each $1,000
principal amount of Securities so accepted, and the Company shall promptly
execute a new Security or Securities equal in principal amount to any
unpurchased portion of the Security surrendered, and thereafter the Trustee
shall promptly authenticate and mail or deliver to such Holders such new
Security or Securities. Any Security not accepted for payment shall be promptly
mailed or delivered by the Company to the Holder thereof. The Company shall
publicly announce the results of the Offer to Purchase on or as soon as
practicable after the Purchase Date.

                  (d) Notwithstanding the foregoing, this Section 1014 shall not
apply to any Asset Disposition which constitutes a transfer, conveyance, sale,
lease or other disposition of all or substantially all of the properties and
assets of the Company and its Subsidiaries subject to Section 801.

SECTION 1015.              Change of Control.

                  (a) Upon the occurrence of a Change of Control, each Holder of
a Security shall have the right to have such Security repurchased by the Company
on the terms and conditions set forth in this Section 1015 and this Indenture.
The Company shall, within 30 days following the date the Company becomes aware
of the consummation of a transaction that results in a Change of Control, mail
an Offer Document with respect to an Offer to Purchase all Outstanding
Securities at a purchase price equal to 101% of their Accreted Value as of the
purchase date plus any accrued interest to the Purchase Date (provided, however,
that installments of interest whose Stated Maturity is on or 

                                     -126-
<PAGE>   129
prior to the Purchase Date shall be payable to the Holders of such Securities,
or one or more Predecessor Securities, registered as such at the close of
business on the relevant Regular Record Dates according to their terms and as
set forth in Section 308). Each Holder shall be entitled to tender all or any
portion of the Securities owned by such Holder pursuant to the Offer to
Purchase, subject to the requirement that any portion of a Security tendered
must be tendered in an integral multiple of $1,000 principal amount.

                  (b) 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 Securities 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 1003) money sufficient to pay
the Purchase Price of all Securities or portions thereof so accepted and (iii)
deliver or cause to be delivered to the Trustee all Securities so accepted
together with an Officers' Certificate stating the Securities 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 Securities so accepted
payment in an amount equal to the Purchase Price for each $1,000 of Securities
so accepted, and the Company shall promptly execute a new Security or Securities
equal in principal amount to any unpurchased portion of the Security surrendered
as requested by the Holder, and thereafter the Trustee shall promptly
authenticate and mail or deliver to such Holders such new Security or
Securities. Any Security not accepted for payment shall be promptly mailed or
delivered by the Company to the Holder thereof. The Company shall publicly
announce the results of the Offer to Purchase on or as soon as practicable after
the Purchase Date.

                  (c) A "Change of Control" shall be deemed to have occurred in
the event that, after the date of this Indenture, (i) any Person, or any
Persons acting together that would constitute a "group" (a "Group", which term
also includes each member thereof) for purposes of Section 13(d) under the
Exchange Act or any successor provision, together 

                                     -127-
<PAGE>   130
with any Affiliates or Related Persons thereof (other than any employee stock
option plan), shall beneficially own (within the meaning of Rule 13d-3 of the
Exchange Act or any successor provision) 50% or more of the total voting power
of all classes of Voting Stock of the Company; (ii) any Person or Group,
together with any Affiliates or Related Persons thereof, shall succeed in having
sufficient of its nominees 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 Group, shall constitute a majority of the Board of
Directors of the Company; (iii) there occurs any transaction or series of
related transactions, 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); or (iv) Allied
Waste N.A. ceases to be a Subsidiary of the Company.

SECTION 1016.              Provision of Financial Information.

                  (a) So long as any of the Securities are Outstanding, and in
addition to and without limitation of the Company's obligations pursuant to
Section 704, whether or not the Company is required to be subject to Section
13(a) or 15(d) of the Exchange Act, or any successor provisions, the Company
(unless not permitted by the Commission to do so) shall file with the Commission
the annual reports, quarterly reports and other documents which the Company
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 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
(i) transmit by mail to all Holders, as 

                                     -128-
<PAGE>   131


their names and addresses appear in the Security Register, without cost to such
Holders, and (ii) file with the Trustee, copies of the annual reports, quarterly
reports and other documents which the Company files 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 were required to comply
with such Sections or successor provisions and (b) if filing such documents by
the Company with the Commission is not permitted under the Exchange Act,
promptly upon written request supply copies of such documents to any prospective
Holder. Notwithstanding the foregoing, the Trustee shall have no duty to review
such documents for purposes of determining compliance with any provisions of
this Indenture.

            (b) If the Company at any time is not subject to the reporting
requirements of Section 13 or Section 15(d) of the Exchange Act (or any
successor provisions) while any Securities constitute Restricted Securities, it
will take all actions necessary to permit resales of the Restricted Securities
to be made pursuant to Rule 144A, including furnishing to any holder of such a
security (or a beneficial interest therein), or to any prospective purchaser
designated by such holder, upon the request of such holder, such financial and
other information as may be required to be delivered under paragraph (d)(4) of
Rule 144A to permit such resales and that information that would be required if
the Company were subject to the informational requirements of Sections 13 or
15(d) of the Exchange Act.

SECTION 1017.     Resale of Acquired Securities.

            The Company shall not, and shall cause its Affiliates not to, resell
or otherwise dispose of any Securities acquired by them, whether pursuant to
Section 1014 or 1015, in the open market or otherwise, and shall, and shall
cause its Affiliates to, surrender all such Securities acquired to the Trustee
for cancellation.



                                     -129-
<PAGE>   132
SECTION 1018.     Unrestricted Subsidiaries.

            The Company at any time may designate any Person that is a
Subsidiary, or after the date of this 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 for all purposes of this Indenture. In addition, the
Company may at any time terminate the status of any 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 for all purposes of this Indenture. Each such designation
or termination shall be evidenced by a Board Resolution and shall be effective
upon the later of (i) the date specified therein and (ii) the delivery by the
Company to the Trustee of such Board Resolution and an Officer's Certificate
stating that the requirements of this Section 1018 will have been satisfied upon
effectiveness of such designation or termination.

            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 shall
be effective, and no Person may otherwise become a Restricted Subsidiary, if:

            (a) (i) in the event such Subsidiary is Allied Waste N.A. or another
      Subsidiary that is not a Subsidiary of Allied Waste N.A., the Consolidated
      EBITDA Coverage Ratio of the Company and its Restricted Subsidiaries for
      the four full fiscal quarters of the Company next preceding the effective
      date of such purported change or other event, calculated on a pro forma
      basis as if such change or other event had been effective at the beginning
      of such period, would not exceed 2.0 to 1.0 and (ii) in the event such
      Subsidiary is a Subsidiary of Allied Waste N.A., the Consolidated EBITDA
      Coverage Ratio of Allied Waste N.A. and its Restricted Subsidiaries for
      the four full fiscal




                                     -130-
<PAGE>   133
      quarters of the Company next preceding the effective date of such
      purported change or other event, calculated on a pro forma basis as if
      such change or other event had been effective at the beginning of such
      period, would not exceed 2.0 to 1.0 if such purported change is to occur
      on or prior to December 31, 1999 and 2.25 to 1.0 if thereafter,

            (b) in the case of any change in status of such a Subsidiary from a
      Restricted Subsidiary to an Unrestricted Subsidiary, the Restricted
      Payment resulting from such change would violate Clause (3) of the first
      paragraph of Section 1010, or

            (c) 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 may become an Unrestricted Subsidiary, and the status of any
Unrestricted Subsidiary as an Unrestricted Subsidiary shall 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 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 Guaranty of, any Debt of such Subsidiary
      (including any undertaking, agreement or instrument evidencing such Debt)
      or (B) is directly or indirectly liable for any Debt of such Subsidiary.

Any termination of the status of an Unrestricted Subsidiary as an Unrestricted
Subsidiary pursuant to the preceding sentence shall be deemed to result in a
breach of this



                                     -131-
<PAGE>   134
Section 1018 in any circumstance in which the Company would not have been
permitted to change the status of such Unrestricted Subsidiary to the status of
a Restricted Subsidiary pursuant to the provisions of 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 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 other assets or (y) such Debt is secured by a Lien on any property
of the Company or 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 for all purposes of this Indenture 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.

SECTION 1019.     Limitation on Sale of
                  Capital Stock of Subsidiaries.

            The Company shall not, and shall not permit any Restricted
Subsidiary to, issue, transfer, convey, sell, lease or otherwise dispose of any
shares of Capital Stock of or other ownership interests in a Restricted
Subsidiary, or options, warrants or other rights to acquire, or securities
convertible into or exchangeable for, such Capital Stock or other ownership
interests, to any Person (other than the Company or a Wholly Owned Restricted
Subsidiary) except in a transaction that consists of a transfer, conveyance,
sale, lease or other disposition of all the Capital Stock of and




                                     -132-
<PAGE>   135
other ownership interests in such Restricted Subsidiary owned by the Company and
any Subsidiary of the Company, and that is in accordance with the provisions of
Section 1014 to the extent such provisions apply.


SECTION 1020.     Restriction on Business and Incurrence of
                  Debt by Allied Finance.

            The Company shall not permit Allied Finance to engage in any
activities, transactions or business, including, without limitation, the
Incurrence of any Debt, provided that the foregoing shall not prohibit Allied
Finance from (i) holding the Allied Canada Debentures and engaging in any other
activities and transactions that are directly related to its status as an
obligor under the Allied Finance Debentures or its status as a holder of the
Allied Canada Debentures or (ii) consolidating with or merging into the Company
or another Restricted Subsidiary of the Company.

SECTION 1021.     Statement by Officers as to
                  Default; Compliance Certificates.

            (a) The Company will deliver to the Trustee, within 90 days after
the end of each fiscal year of the Company ending after the date of this
Indenture an Officers' Certificate, stating whether or not to the best knowledge
of the signers thereof the Company is in default in the performance and
observance of any of the terms, provisions and conditions of this Indenture
(without regard to any period of grace or requirement of notice provided
hereunder) and, if the Company shall be in default, specifying all such defaults
and the nature and status thereof of which they may have knowledge.

            (b) The Company shall deliver to the Trustee, as soon as possible
and in any event within 30 days after the Company becomes aware of the
occurrence of an Event of Default or an event which, with notice or the lapse of
time or both, would constitute an Event of Default, an Officers' Certificate
setting forth the details of such Event of Default or default, and the action
which the Company proposes to take with respect thereto.




                                    -133-
<PAGE>   136
SECTION 1022.     Waiver of Certain Covenants.

            The Company may omit in any particular instance to comply with any
covenant or condition set forth in Section 801 and Sections 1004 through 1021,
inclusive, if before the time for such compliance the Holders of at least a
majority in principal amount of the Outstanding Securities shall, by Act of such
Holders, either waive such compliance in such instance or generally waive
compliance with such covenant or condition, but no such waiver shall extend to
or affect such covenant or condition except to the extent so expressly waived,
and, until such waiver shall become effective, the obligations of the Company
and the duties of the Trustee in respect of any such covenant or condition shall
remain in full force and effect; provided, however, with respect to an Offer to
Purchase as to which an Offer Document has been mailed, no such waiver may be
made or shall be effective against any Holder tendering Securities pursuant to
such Offer to Purchase, and the Company may not omit to comply with the terms of
such Offer Document as to such Holder, unless such Holder shall have waived such
requirement.


                                 ARTICLE ELEVEN

                            Redemption of Securities

SECTION 1101.     Collateral Agreement; Special Mandatory
                  Redemption.

            Pursuant to the Collateral Agreement, the net proceeds of the
Offering initially will be invested in securities that are the direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged and such securities will be deposited in a
segregated collateral trust account with the Trustee (the "Collateral Account").
Pursuant to the Collateral Agreement, the due and punctual payment and
performance of all obligations and indebtedness of the Company, whether now or
hereafter existing, under the Securities and this Indenture, including
obligations with respect to the repayment of the principal of (and premium, if
any) and any



                                     -134-
<PAGE>   137
interest accrued on such Securities, both before and after the commencement of a
bankruptcy, reorganization or similar proceeding involving the Company to the
extent permitted by applicable law (collectively, the "Secured Obligations")
will be secured by a first priority lien in favor of the Trustee on the
Collateral Account, the securities and any other assets in the Collateral
Account and all other assets constituting Collateral under the Collateral
Agreement (the "Collateral"), subject to the release of such lien and the
release of such Collateral to the Company upon the satisfaction of the
condition precedent specified in Section 4.2 of the Collateral Agreement for
such release.

            In the event (a) the Company has concluded, in its sole judgment,
that the Repurchase will not be consummated on or prior to June 16, 1997, as
certified to the Trustee pursuant to the requirements of the Collateral
Agreement, or otherwise or (b) for any other reason, the Repurchase is not
consummated on or prior to June 16, 1997, the Company shall redeem all
Outstanding Securities at a Redemption Price of 100% of the Accreted Value of
the Securities plus accrued and unpaid Special Interest, if any, to the
Redemption Date (the "Special Mandatory Redemption").

SECTION 1102.     Redemption at the Election of the Company.

            The Securities may be redeemed at the election of the Company, at
the times and the Redemption Prices and subject to the conditions and other
requirements specified in the form of Security hereinbefore set forth.

SECTION 1103.     Applicability of Article.

            Redemption of Securities, either at the election of the Company or
mandatory, as permitted or required by any provision of the Securities and this
Indenture, shall be made in accordance with such provision and the applicable
provisions of this Article.



                                     -135-
<PAGE>   138
SECTION 1104.     Election to Redeem; Notice to Trustee.

            The election of the Company to redeem any Securities pursuant to
Section 1102 shall be evidenced by a Board Resolution. In case of any redemption
at the election of the Company of less than all the Securities, the Company
shall, at least 60 days prior to the Redemption Date fixed by the Company
(unless a shorter notice shall be satisfactory to the Trustee), notify the
Trustee of such Redemption Date and of the principal amount of Securities to be
redeemed. In addition, in case of any redemption at the election of the Company
pursuant to Section 1102, the Company shall, at least 60 days prior to the
Redemption Date (unless a shorter notice shall be satisfactory to the Trustee),
furnish the Trustee with an Officers' Certificate evidencing compliance with
Section 1102 (after giving effect to such proposed redemption).

SECTION 1105.     Selection by Trustee of Securities
                  to Be Redeemed.

            If less than all the Securities are to be redeemed, the particular
Securities to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities not previously
called for redemption, by such method as the Trustee shall deem fair and
appropriate and which may provide for the selection for redemption of portions
(equal to $1,000 or any integral multiple thereof) of the principal amount of
Securities of a denomination larger than $1,000.

            The Trustee shall promptly notify the Company and each Security
Registrar in writing of the Securities selected for redemption and, in the case
of any Securities selected for partial redemption, the principal amount thereof
to be redeemed.

            For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Securities redeemed or to be redeemed only in part, to the
portion of such Securities which has been or is to be redeemed.



                                     -136-
<PAGE>   139
SECTION 1106.     Notice of Redemption.

            Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 (7 in the case of the Special Mandatory
Redemption) nor more than 60 (10 in the case of the Special Mandatory
Redemption) days prior to the Redemption Date, to each Holder of Securities to
be redeemed, at his address appearing in the Security Register.

            All notices of redemption shall state:

            (1)  the Redemption Date,

            (2)  the Redemption Price,

            (3) whether the redemption is being made pursuant to Section 1101 or
      1102 and, if being made pursuant to Section 1102, a brief statement
      setting forth the Company's right to effect such redemption and the
      Company's basis therefor,

            (4) if less than all the Outstanding Securities are to be redeemed,
      the identification (and, in the case of partial redemption of any
      Securities, the principal amounts) of the particular Securities to be
      redeemed,

            (5) that on the Redemption Date the Redemption Price will become due
      and payable upon each such Security to be redeemed and that interest
      thereon will cease to accrue on and after said date,

            (6)  the place or places where such Securities are to be surrendered
      for payment of the Redemption Price,

            (7) that in the case that a Security is only redeemed in part, the
      Company shall execute and the Trustee shall authenticate and deliver to
      the Holder of such Security without service charge, a new Security or
      Securities in an aggregate amount equal to the unredeemed portion of the
      Security, and



                                     -137-
<PAGE>   140
            (8) if the redemption is being made pursuant to Section 1102, the
      aggregate principal amount of all Securities that will have been redeemed
      pursuant to Section 1102 through and including the Redemption Date for
      which such notice is being given.

            Notice of redemption of Securities to be redeemed pursuant to this
Article Eleven shall be given by the Company; provided that notice of redemption
shall be given by the Trustee in the name and at the expense of the Company in
the case of the Special Mandatory Redemption or in other cases where the Company
has so requested.

SECTION 1107.     Deposit of Redemption Price;
                  Liquidation of Collateral Account
                  and Draw on Credit Suisse
                  Letter of Credit.

            (a) In the case of redemption pursuant to Section 1102, prior to any
Redemption Date, the Company shall deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold
in trust as provided in Section 1003) an amount of money sufficient to pay the
Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date) any accrued interest on, all the Securities which are to be
redeemed on that date.

            (b) In the event of a Special Mandatory Redemption pursuant to
Section 1101, the Trustee shall pay the Holders on the Redemption Date pursuant
to Section 1108 (i) first, out of amounts available from the Collateral Account
and (ii) second, in the event that the amount by which by the aggregate amount
payable to Holders pursuant to the Special Mandatory Redemption exceeds the
amount available from the Collateral Account, from a drawing by the Trustee on
the Credit Suisse Letter of Credit in the amount of such excess. In the event
the aggregate amount payable to Holders pursuant to the Special Mandatory
Redemption exceeds the aggregate amount available from the Collateral Account
and from the Credit Suisse Letter of Credit, prior to any Redemption Date for
such Special Mandatory Redemption, the Company shall deposit with the Trustee or
with a Paying



                                     -138-
<PAGE>   141
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold
in trust as provided in Section 1003) an amount of money sufficient to pay such
excess. Notwithstanding any other provision of this Indenture, all payments to
be made to the Holders pursuant to the Special Mandatory Redemption from the
Collateral Account and from drawings under the Credit Suisse Letter of Credit
shall be made directly by the Trustee as set forth above, and no such payment
shall be made through the Company or a Paying Agent.

SECTION 1108.     Securities Payable on Redemption Date.

            Notice of redemption having been given as aforesaid, the Securities
so to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall
be paid by the Company or Paying Agent or, in the case of the Special Mandatory
Redemption, the Trustee, at the Redemption Price, together with any accrued
interest to the Redemption Date; provided, however, that installments of
interest whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Regular
Record Dates according to their terms and the provisions of Section 308.

            If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal of (and premium, if any) and
interest on such Security shall be deemed overdue and shall, until paid, bear
interest from the Redemption Date at the rate provided by the Security.

SECTION 1109.     Securities Redeemed in Part.

            Any Security which is to be redeemed only in part shall be
surrendered at an office or agency of the Company designated for that purpose
pursuant to Section 1002 (with, if the Company or the Trustee so requires, due
endorsement




                                     -139-
<PAGE>   142
by, or a written instrument of transfer in form satisfactory to the Company and
the Trustee duly executed by, the Holder thereof or his attorney duly authorized
in writing), and the Company shall execute, and the Trustee shall authenticate
and deliver to the Holder of such Security without service charge, a new
Security or Securities, of any authorized denomination as requested by such
Holder, in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal amount of the Security so surrendered.

                                 ARTICLE TWELVE

                       Defeasance and Covenant Defeasance

SECTION 1201.     Company's Option to Effect Defeasance
                  or Covenant Defeasance.

            The Company may at its option by Board Resolution, at any time after
the Exchange Offer has been consummated (or, if applicable, the Shelf
Registration Statement has been declared or otherwise become effective) in
accordance with the Exchange and Registration Rights Agreement, elect to have
either Section 1202 or Section 1203 applied to the Outstanding Securities upon
compliance with the conditions set forth below in this Article Twelve.

SECTION 1202.     Defeasance and Discharge.

            Upon the Company's exercise of the option provided in Section 1201
applicable to this Section, the Company shall be deemed to have been discharged
from its obligations with respect to the Outstanding Securities, on and after
the date the conditions set forth below are satisfied (hereinafter,
"defeasance"). For this purpose, such defeasance means that the Company shall be
deemed to have paid and discharged the entire indebtedness represented by the
Outstanding Securities and to have satisfied all its other obligations under
such Securities and this Indenture insofar as such Securities are concerned (and
the Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following




                                     -140-
<PAGE>   143
which shall survive until otherwise terminated or discharged hereunder: (A) the
rights of Holders of such Securities to receive, solely from the trust fund
described in Section 1204 and as more fully set forth in such Section, payments
in respect of the principal of (and premium, if any) and interest on such
Securities when such payments are due, (B) the Company's obligations with
respect to such Securities under Sections 304, 305, 306, 307, 1002, 1003 and
1016, (C) the rights, powers, trusts, duties and immunities of the Trustee
hereunder and (D) this Article Twelve. Subject to compliance with this Article
Twelve the Company may exercise its option under this Section 1202
notwithstanding the prior exercise of its option under Section 1203.

SECTION 1203.     Covenant Defeasance.

            Upon the Company's exercise of the option provided in Section 1201
applicable to this Section, (i) the Company shall be released from its
obligations under Sections 1005 through 1015, inclusive, Sections 1017, 1018 and
1019 and Clauses (3), (4) and (5) of Section 801, and (ii) the occurrence of an
event specified in Section 501(3) (with respect to Section 801, only Clauses
(1), (3), (4) and (5) thereof), 501(4) (with respect to any of Sections 1005
through 1015, inclusive, and Sections 1017, 1018 and 1019), 501(5) and 501(6)
shall not be deemed to be an Event of Default on and after the date the
conditions set forth below are satisfied (hereinafter, "covenant defeasance").
For this purpose, such covenant defeasance means that the Company may omit to
comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such Section, Clause or Article, whether directly or
indirectly by reason of any reference elsewhere herein to any such Section,
Clause or Article or by reason of any reference in any such Section, Clause or
Article to any other provision herein or in any other document; but the
remainder of this Indenture and such Securities shall be unaffected thereby.



                                     -141-
<PAGE>   144
SECTION 1204.     Conditions to Defeasance or
                  Covenant Defeasance.

            The following shall be the conditions to application of either
Section 1202 or Section 1203 to the then Outstanding Securities:

            (1) The Company shall irrevocably have deposited or caused to be
      deposited with the Trustee (or another trustee satisfying the requirements
      of Section 609 who shall agree to comply with the provisions of this
      Article Twelve applicable to it) as trust funds in trust for the purpose
      of making the following payments, specifically pledged as security for,
      and dedicated solely to, the benefit of the Holders of such Securities,
      (A) money in an amount, or (B) U.S. Government Obligations which through
      the scheduled payment of principal and interest in respect thereof in
      accordance with their terms will provide, not later than one day before
      the due date of any payment, money in an amount, or (C) a combination
      thereof, in an amount sufficient in the opinion of a nationally recognized
      firm of independent certified public accountants expressed in a written
      opinion with respect thereto delivered to the Trustee, to pay and
      discharge, and which shall be applied by the Trustee (or other qualifying
      trustee) to pay and discharge, the principal of (premium, if any) and each
      installment of interest, if any, on the outstanding Securities on the
      Stated Maturity of such principal or installment of interest in accordance
      with the terms of this Indenture and of such Securities.

            (2) In the case of an election under Section 1202, the Company shall
      have delivered to the Trustee an Opinion of Counsel stating that (x) the
      Company has received from, or there has been published by, the Internal
      Revenue Service a ruling, or (y) since the date of this Indenture there
      has been a change in the applicable Federal income tax law, in either case
      to the effect that, and based thereon such opinion shall confirm that, the
      Holders of the Outstanding Securities will not recognize gain or loss for
      Federal income tax purposes as a result of such deposit, defeasance and



                                     -142-
<PAGE>   145
      discharge and will be subject to Federal income tax on the same amount, in
      the same manner and at the same times as would have been the case if such
      deposit, defeasance and discharge had not occurred.

            (3) In the case of an election under Section 1203, the Company shall
      have delivered to the Trustee an Opinion of Counsel to the effect that the
      Holders of the Outstanding Securities will not recognize gain or loss for
      Federal income tax purposes as a result of such deposit and covenant
      defeasance and will be subject to Federal income tax on the same amount,
      in the same manner and at the same times as would have been the case if
      such deposit and covenant defeasance had not occurred.

            (4) The Company shall have delivered to the Trustee an Officer's
      Certificate to the effect that the Securities, if then listed on any
      securities exchange or approved for trading in any automated quotation
      system, will not be delisted or disapproved for such trading as a result
      of such deposit.

            (5) No Event of Default or event which with notice or lapse of time
      or both would become an Event of Default shall have occurred and be
      continuing on the date of such deposit or, insofar as subsections 501(7)
      and (8) are concerned, at any time during the period ending on the 91st
      day after the date of such deposit (it being understood that this
      condition shall not be deemed satisfied until the expiration of such
      period).

            (6) Such defeasance or covenant defeasance shall not cause the
      Trustee to have a conflicting interest within the meaning of the Trust
      Indenture Act (assuming all Securities are in default within the meaning
      of such Act).

            (7) Such defeasance or covenant defeasance shall not result in a
      breach or violation of, or constitute a default under, any other agreement
      or instrument to which the Company is a party or by which it is bound.



                                     -143-
<PAGE>   146
            (8) The Company shall have delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel, each stating that all conditions
      precedent provided for relating to either the defeasance under Section
      1202 or the covenant defeasance under Section 1203 (as the case may be)
      have been complied with.

            (9) Such defeasance or covenant defeasance shall not result in the
      trust arising from such deposit constituting an investment company as
      defined in the Investment Company Act of 1940, as amended from time to
      time, or such trust shall be qualified under such act or exempt from
      regulation thereunder.

SECTION 1205.     Deposited Money and U.S. Government
                  Obligations to be Held in Trust;
                  Other Miscellaneous Provisions.

            Subject to the provisions of the last paragraph of Section 1003, all
money and U.S. Government Obligations (including the proceeds thereof) deposited
with the Trustee (or other qualifying trustee--collectively, for purposes of
this Section 1205, the "Trustee") pursuant to Section 1204 in respect of the
Securities shall be held in trust and applied by the Trustee, in accordance with
the provisions of such Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Holders of such Securities,
of all sums due and to become due thereon in respect of principal (and premium,
if any) and interest, but such money need not be segregated from other funds
except to the extent required by law.

            The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 1204 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of the Outstanding Securities.

            Anything in this Article Twelve to the contrary notwithstanding, the
Trustee shall deliver or pay to the



                                     -144-
<PAGE>   147
Company from time to time upon Company Request and be relieved of all liability
with respect to any money or U.S. Government Obligations held by it as provided
in Section 1204 which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written opinion with respect
thereto delivered to the Trustee, are in excess of the amount thereof which
would then be required to be deposited to effect an equivalent defeasance or
covenant defeasance.

SECTION 1206.     Reinstatement.

            If the Trustee or the Paying Agent is unable to apply any money in
accordance with Section 1202 or 1203 by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the Company's obligations under this Indenture and the
Securities shall be revived and reinstated as though no deposit had occurred
pursuant to this Article Twelve until such time as the Trustee or Paying Agent
is permitted to apply all such money in accordance with Section 1202 or 1203;
provided, however, that if the Company makes any payment of principal of (and
premium, if any) or interest on any Security following the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of
such Securities to receive such payment from the money held by the Trustee or
the Paying Agent.


                                ARTICLE THIRTEEN

                 Jurisdiction and Consent to Service of Process

SECTION 1301.     Jurisdiction and Consent to Service of
                  Process.

            (a) The Company hereby irrevocably and unconditionally submits, for
itself and its property, to the nonexclusive jurisdiction of any New York State
court or Federal court of the United States of America sitting in New York City,
and any appellate court from any thereof, in any action or proceeding arising
out of or relating to the Securities, this Indenture or the Collateral
Agreement, or



                                     -145-
<PAGE>   148
for recognition or enforcement of any judgment, and the Company hereby
irrevocably and unconditionally agrees that all claims in respect of any such
action or proceeding may be heard and determined in such New York State or, to
the extent permitted by law, in such Federal court. The Company agrees that a
final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law. Nothing in this Article Thirteen shall affect any right that
any Holder or the Trustee may otherwise have to bring any action or proceeding
relating to the Securities, this Indenture or the Collateral Agreement against
the Company or its properties in the courts of any jurisdiction.

            (b) The Company hereby irrevocably and unconditionally waives, to
the fullest extent it may legally and effectively do so, any objection which it
may now or hereafter have to the laying of venue of any suit, action or
proceeding arising out of or relating to the Securities, this Indenture or the
Collateral Agreement in any New York State or Federal court. The Company hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such
court.

            (c) The Company irrevocably consents to service of process in the
manner provided for notices in Section 105. Nothing in this Agreement will
affect the right of any Holder or the Trustee to serve process in any other
manner permitted by law.



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

            This instrument may be executed in any number of counterparts, each
of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.


                                     -146-
<PAGE>   149
            IN WITNESS WHEREOF, the parties hereto have caused this 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 INDUSTRIES, INC.


                                      By:   /s/ Roger A. Ramsey
                                            ---------------------------
                                            Name:  Roger A. Ramsey
                                            Title: Chief Executive Officer


                                      By:   /s/ Henry L. Hirvela
                                            ---------------------------
                                            Name:  Henry L. Hirvela
                                            Title: Vice President

Attest:


 /s/ Steven M. Helm
--------------------
 Steven M. Helm


                                      FIRST BANK NATIONAL ASSOCIATION,
                                      As Trustee

                                      By:   /s/ Richard H. Prokosch
                                            ---------------------------
                                            Name:  Richard H. Prokosch
                                            Title: Trust Officer

Attest:


 /s/ Kathe M. Barrett
---------------------
 Kathe M. Barrett


                                     -147-
<PAGE>   150


STATE OF NEW YORK )   
                      ss.:
COUNTY OF NEW YORK)


            On the 15th day of May, 1997, before me personally came Roger A.
Ramsey, to me known, who, being by me duly sworn, did depose and say that he is
the Chief Executive Officer of Allied Waste Industries, Inc., the corporation
described in and which executed the foregoing instrument; that he knows the seal
of said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.




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


                                     -148-
<PAGE>   151



STATE OF NEW YORK )   
                      ss.:    
COUNTY OF NEW YORK)


            On the 15th day of May, 1997, before me personally came Henry L.
Hirvela, to me known, who, being by me duly sworn, did depose and say that he is
the Vice President and CFO of Allied Waste Industries, Inc., the corporation
described in and which executed the foregoing instrument; that he knows the seal
of said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.





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

                                     -149-
<PAGE>   152




                                                ANNEX A -- Form of
                                                Regulation S Certificate







                            REGULATION S CERTIFICATE

        (For transfers pursuant to Section 306(b)(i) of the Indenture)



First Bank National Association
First Trust Center
180 East Fifth Street
St. Paul, Minnesota  55101

            Re:   11.30% Senior Discount Notes due 2007
                  of Allied Waste Industries, Inc.
                  (the "Securities")

            Reference is made to the Indenture, dated as of May 15, 1997 (the
"Indenture"), from Allied Waste Industries, Inc. (the "Company") to First Bank
National Association, as Trustee. Terms used herein and defined in the Indenture
or in Regulation S or Rule 144 under the U.S. Securities Act of 1933 (the
"Securities Act") are used herein as so defined.

            This certificate relates to U.S. $____________ principal amount of
Securities, which are evidenced by the following certificate(s) (the "Specified
Securities"):

            CUSIP No(s). ___________________________

            CERTIFICATE No(s). _____________________

The person in whose name this certificate is executed below (the "Undersigned")
hereby certifies that either (i) it is the sole beneficial owner of the
Specified Securities or (ii) it is acting on behalf of all the beneficial owners
of the Specified Securities and is duly authorized by them to do so. Such
beneficial owner or owners are referred to herein collectively as the "Owner".
The Specified Securities are represented by a Global Security and are held
through the Depositary or an Agent Member in the name of the Undersigned, as or
on behalf of the Owner.



                                      A-1
<PAGE>   153
            The Owner has requested that the Specified Securities be transferred
to a person (the "Transferee") who will take delivery in the form of a
Regulation S Security. In connection with such transfer, the Owner hereby
certifies that, unless such transfer is being effected pursuant to an effective
registration statement under the Securities Act, it is being effected in
accordance with Rule 904 or Rule 144 under the Securities Act and with all
applicable securities laws of the states of the United States and other
jurisdictions. Accordingly, the Owner hereby further certifies as follows:

            (1)   Rule 904 Transfers.  If the transfer is being effected in
     accordance with Rule 904:

                  (A) the Owner is not a distributor of the Securities, an
            affiliate of the Company or any such distributor or a person acting
            on behalf of any of the foregoing;

                  (B) the offer of the Specified Securities was not made to a
            person in the United States;

                  (C) either:

                      (i) at the time the buy order was originated, the
                  Transferee was outside the United States or the Owner and any
                  person acting on its behalf reasonably believed that the
                  Transferee was outside the United States, or

                      (ii) the transaction is being executed in, on or through
                  the facilities of the Eurobond market, as regulated by the
                  Association of International Bond Dealers, or another
                  designated offshore securities market and neither the Owner
                  nor any person acting on its behalf knows that the transaction
                  has been prearranged with a buyer in the United States;




                                      A-2
<PAGE>   154
                  (D) no directed selling efforts have been made in the United
            States by or on behalf of the Owner or any affiliate thereof;

                  (E) if the Owner is a dealer in securities or has received a
            selling concession, fee or other remuneration in respect of the
            Specified Securities, and the transfer is to occur during the
            Restricted Period, then the requirements of Rule 904(c)(1) have been
            satisfied; and

                  (F) the transaction is not part of a plan or scheme to evade
            the registration requirements of the Securities Act.

            (2)   Rule 144 Transfers.  If the transfer is being effected
      pursuant to Rule 144:

                  (A) the transfer is occurring after a holding period of at
            least one year (computed in accordance with paragraph (d) of Rule
            144) has elapsed since the Specified Securities were last acquired
            from the Company or from an affiliate of the Company, whichever is
            later, and is being effected in accordance with the applicable
            amount, manner of sale and notice requirements of Rule 144; or

                  (B) the transfer is occurring after a holding period of at
            least two years has elapsed since the Specified Securities were last
            acquired from the Company or from an affiliate of the Company,
            whichever is later, and the Owner is not, and during the preceding
            three months has not been, an affiliate of the Company.

            This certificate and the statements contained herein are made for
your benefit and the benefit of the Company and the Initial Purchasers.



Dated:

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




                                      A-3
<PAGE>   155
                              (Print the name of the Undersigned, as such term
                              is defined in the second paragraph of this
                              certificate.)




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

                              (If the Undersigned is a corporation, partnership
                              or fiduciary, the title of the person signing on
                              behalf of the Undersigned must be stated.)






                                      A-4
<PAGE>   156
                                           ANNEX B -- Form of Restricted
                                           Securities Certificate




                        RESTRICTED SECURITIES CERTIFICATE

        (For transfers pursuant to Section 306(b)(ii) of the Indenture)



First Bank National Association
First Trust Center
180 East Fifth Street
St. Paul, Minnesota  55101

            Re:   11.30% Senior Discount Notes due 2007
                  of Allied Waste Industries, Inc.
                  (the "Securities")

            Reference is made to the Indenture, dated as of May 15, 1997 (the
"Indenture"), from Allied Waste Industries, Inc. (the "Company") to First Bank
National Association, as Trustee. Terms used herein and defined in the Indenture
or in Rule 144A or Rule 144 under the U.S. Securities Act of 1933 (the
"Securities Act") are used herein as so defined.

            This certificate relates to U.S. $_____________ principal amount of
Securities, which are evidenced by the following certificate(s) (the "Specified
Securities"):

            CUSIP No(s). ___________________________
            ISIN No(s). If any. ____________________
            CERTIFICATE No(s). _____________________

The person in whose name this certificate is executed below (the "Undersigned")
hereby certifies that either (i) it is the sole beneficial owner of the
Specified Securities or (ii) it is acting on behalf of all the beneficial owners
of the Specified Securities and is duly authorized by them to do so. Such
beneficial owner or owners are referred to herein collectively as the "Owner".
The Specified Securities are represented by a Global Security and are held
through the Depositary or an Agent Member in the name of the Undersigned, as or
on behalf of the Owner.




                                      B-1
<PAGE>   157
            The Owner has requested that the Specified Securities be transferred
to a person (the "Transferee") who will take delivery in the form of a
Restricted Security. In connection with such transfer, the Owner hereby
certifies that, unless such transfer is being effected pursuant to an effective
registration statement under the Securities Act, it is being effected in
accordance with Rule 144A or Rule 144 under the Securities Act and all
applicable securities laws of the states of the United States and other
jurisdictions. Accordingly, the Owner hereby further certifies as follows:

            (1)   Rule 144A Transfers.  If the transfer is being effected in
      accordance with Rule 144A:

                  (A) the Specified Securities are being transferred to a person
            that the Owner and any person acting on its behalf reasonably
            believe is a "qualified institutional buyer" within the meaning of
            Rule 144A, acquiring for its own account or for the account of a
            qualified institutional buyer; and

                  (B) the Owner and any person acting on its behalf have taken
            reasonable steps to ensure that the Transferee is aware that the
            Owner may be relying on Rule 144A in connection with the transfer;
            and

            (2)   Rule 144 Transfers.  If the transfer is being effected
      pursuant to Rule 144:

                  (A) the transfer is occurring after a holding period of at
            least one year (computed in accordance with paragraph (d) of Rule
            144) has elapsed since the Specified Securities were last acquired
            from the Company or from an affiliate of the Company, whichever is
            later, and is being effected in accordance with the applicable
            amount, manner of sale and notice requirements of Rule 144; or

                  (B) the transfer is occurring after a holding period of at
            least two years has elapsed



                                       B-2
<PAGE>   158
            since the Specified Securities were last acquired from the Company
            or from an affiliate of the Company, whichever is later, and the
            Owner is not, and during the preceding three months has not been, an
            affiliate of the Company.



            This certificate and the statements contained herein are made for
your benefit and the benefit of the Company and the Initial Purchasers.



Dated:
                               -----------------------------------------------
                              (Print the name of the Undersigned, as such term
                              is defined in the second paragraph of this
                              certificate.)





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

                              (If the Undersigned is a corporation, partnership
                              or fiduciary, the title of the person signing on
                              behalf of the Undersigned must be stated.)


                                       B-3
<PAGE>   159
                                         ANNEX C -- Form of Unrestricted
                                         Securities Certificate




                       UNRESTRICTED SECURITIES CERTIFICATE

      (For removal of Securities Act Legends pursuant to Section 306(c))



First Bank National Association
First Trust Center
180 East Fifth Street
St. Paul, Minnesota  55101

            Re:   11.30% Senior Discount Notes due 2007
                  of Allied Waste Industries, Inc.
                  (the "Securities")

            Reference is made to the Indenture, dated as of May 15, 1997 (the
"Indenture"), from Allied Waste Industries, Inc. (the "Company") to First Bank
National Association, as Trustee. Terms used herein and defined in the Indenture
or in Rule 144 under the U.S. Securities Act of 1933 (the "Securities Act") are
used herein as so defined.

            This certificate relates to U.S. $_____________ principal amount of
Securities, which are evidenced by the following certificate(s) (the "Specified
Securities"):

            CUSIP No(s). ___________________________

            CERTIFICATE No(s). _____________________

The person in whose name this certificate is executed below (the "Undersigned")
hereby certifies that either (i) it is the sole beneficial owner of the
Specified Securities or (ii) it is acting on behalf of all the beneficial owners
of the Specified Securities and is duly authorized by them to do so. Such
beneficial owner or owners are referred to herein collectively as the "Owner".
If the Specified Securities are represented by a Global Security, they are held
through the Depositary or an Agent Member in the name of the Undersigned, as or
on behalf of the Owner. If the Specified Securities are not represented by a




                                      C-1
<PAGE>   160
Global Security, they are registered in the name of the Undersigned, as or on
behalf of the Owner.

            The Owner has requested that the Specified Securities be exchanged
for Securities bearing no Securities Act Legend pursuant to Section 306(c) of
the Indenture. In connection with such exchange, the Owner hereby certifies that
the exchange is occurring after a holding period of at least two years (computed
in accordance with paragraph (d) of Rule 144) has elapsed since the Specified
Securities were last acquired from the Company or from an affiliate of the
Company, whichever is later, and the Owner is not, and during the preceding
three months has not been, an affiliate of the Company. The Owner also
acknowledges that any future transfers of the Specified Securities must comply
with all applicable securities laws of the states of the United States and other
jurisdictions.

            This certificate and the statements contained herein are made for
your benefit and the benefit of the Company and the Initial Purchasers.



Dated:
                               --------------------------------------------
                              (Print the name of the Undersigned, as such term
                              is defined in the second paragraph of this
                              certificate.)





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

                              (If the Undersigned is a corporation, partnership
                              or fiduciary, the title of the person signing on
                              behalf of the Undersigned must be stated.)



                                       C-2
<PAGE>   161
                                TABLE OF CONTENTS

                                                                      Page

RECITALS OF THE COMPANY................................................1

                                   ARTICLE ONE

                        Definitions and Other Provisions
                             of General Application

SECTION 101.      Definitions..........................................2
                  Accreted Value.......................................3
                  Acquisition..........................................3
                  Act   ...............................................4
                  Affiliate............................................4
                  Agent Member.........................................4
                  Allied Canada........................................4
                  Allied Canada Debentures.............................4
                  Allied Finance.......................................4
                  Allied Finance Debentures............................4
                  Allied Insurance.....................................4
                  Allied Waste N.A.....................................4
                  Allied Waste N.A. Notes..............................5
                  Applicable Procedures................................5
                  Asset Disposition....................................5
                  Authenticating Agent.................................5
                  Bank Agreement.......................................5
                  Bank Facility Capacity Increase......................5
                  Bank Facility Limit..................................6
                  Base Interest........................................6
                  Board of Directors...................................6
                  Board Resolution.....................................6
                  Business Day.........................................6
                  Capital Lease Obligation.............................6
                  Capital Stock........................................7
                  Cedel................................................7
                  Change of Control....................................7
                  Collateral...........................................7


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       be deemed to be a part of the Indenture.

                                       -i-
<PAGE>   162
                                                                      Page

                  Collateral Account...................................7
                  Collateral Agreement.................................7
                  Commission...........................................7
                  Common Stock.........................................7
                  Company..............................................7
                  Company Order........................................7
                  Consolidated EBITDA..................................8
                  Consolidated EBITDA Coverage Ratio...................8
                  Consolidated Income Tax Expense......................9
                  Consolidated Interest Expense........................9
                  Consolidated Net Income..............................9
                  Consolidated Net Worth..............................10
                  Consolidated Subsidiaries...........................10
                  Consolidated Total Assets...........................10
                  Corporate Trust Office..............................11
                  corporation.........................................11
                  Credit Suisse.......................................11
                  Credit Suisse Letter of Credit......................11
                  Debt  ..............................................11
                  Defaulted Interest..................................11
                  defeasance..........................................12
                  Depositary..........................................12
                  DTC   ..............................................12
                  Euroclear...........................................12
                  Event of Default....................................12
                  Excepted Disposition................................12
                  Exchange Act........................................12
                  Exchange and Registration Rights Agreement..........12
                  Exchange Offer......................................12
                  Exchange Registration Statement.....................12
                  Exchange Securities.................................13
                  Expiration Date.....................................13
                  Global Security.....................................13
                  Guaranty............................................13
                  Holder..............................................13
                  Increased Bank Facility Limit.......................13
                  Incur...............................................14



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       be deemed to be a part of the Indenture.

                                      -ii-
<PAGE>   163
                                                                     Page

                  Indenture...........................................14
                  Initial Purchasers..................................14
                  Intercompany Agreements.............................14
                  Interest Payment Date...............................14
                  Interest Rate or Currency Protection
                        Agreement.....................................14
                  Investment..........................................15
                  Laidlaw.............................................15
                  Laidlaw Securities Purchase Agreement...............15
                  Lien  ..............................................15
                  Maturity............................................15
                  Net Available Proceeds..............................16
                  Net Offering Proceeds...............................16
                  Note Purchase Agreement.............................16
                  Notice of Default...................................16
                  Offer Document......................................16
                  Offer Expiration Date...............................16
                  Offer to Purchase...................................17
                  Officers' Certificate...............................19
                  Opinion of Counsel..................................20
                  Original Securities.................................20
                  Outstanding.........................................20
                  pari passu..........................................21
                  Paying Agent........................................21
                  Permitted Interest Rate or Currency Protection
                        Agreement.....................................21
                  Permitted Investment................................21
                  Person..............................................23
                  Predecessor Security................................23
                  Preferred Stock.....................................23
                  Public Offering.....................................23
                  Purchase Amount.....................................23
                  Purchase Date.......................................23
                  Purchase Price......................................23
                  Redeemable Interest.................................23
                  Redemption Date.....................................24
                  Redemption Price....................................24


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       be deemed to be a part of the Indenture.

                                      -iii-
<PAGE>   164
                                                                     Page



                  Registered Securities...............................24
                  Registration Default................................24
                  Registration Default Period.........................24
                  Regular Record Date.................................24
                  Regulation S........................................25
                  Regulation S Certificate............................25
                  Regulation S Global Security........................25
                  Regulation S Legend.................................25
                  Regulation S Securities.............................25
                  Reinvested Amounts..................................25
                  Related Person......................................25
                  Repurchase..........................................25
                  Required Filing Dates...............................25
                  Restricted Global Security..........................25
                  Restricted Payment..................................25
                  Restricted Period...................................26
                  Restricted Securities...............................26
                  Restricted Securities Certificate...................26
                  Restricted Securities Legend........................26
                  Restricted Subsidiary...............................26
                  Rule 144A...........................................26
                  Rule 144A Securities................................26
                  Secured Obligations.................................26
                  Securities..........................................26
                  Securities Act......................................26
                  Securities Act Legend...............................26
                  Security Register...................................27
                  Shelf Registration Statement........................27
                  Special Interest....................................27
                  Special Mandatory Redemption........................27
                  Special Record Date.................................27
                  Specialized Waste...................................27
                  Stated Maturity.....................................27
                  Subsidiary..........................................27
                  Successor Company...................................27
                  Successor Security..................................28
                  Trust Indenture Act.................................28

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Note:  This table of contents shall not, for any purpose,
       be deemed to be a part of the Indenture.

                                      -iv-
<PAGE>   165
                                                                     Page


                  Trustee.............................................28
                  U.S. Government Obligations.........................28
                  Unpermitted Debt....................................28
                  Unrestricted Securities Certificate.................29
                  Unrestricted Subsidiary.............................29
                  Vice President......................................29
                  Voting Stock........................................29
                  Weighted Average Life...............................29
                  Wholly Owned Restricted Subsidiary..................29

SECTION 102.      Compliance Certificates and Opinions................29
SECTION 103.      Form of Documents Delivered to Trustee..............30
SECTION 104.      Acts of Holders; Record Dates.......................31
SECTION 105.      Notices, Etc., to Trustee and the Company...........34
SECTION 106.      Notice to Holders; Waiver...........................34
SECTION 107.      Conflict with Trust Indenture Act...................35
SECTION 108.      Effect of Headings and Table of Contents............35
SECTION 109.      Successors and Assigns..............................35
SECTION 110.      Separability Clause.................................35
SECTION 111.      Benefits of Indenture...............................36
SECTION 112.      Governing Law.......................................36
SECTION 113.      Legal Holidays......................................36

                                   ARTICLE TWO

                                 Security Forms

SECTION 201.      Forms Generally; Initial Forms of Rule 144A
                        and Regulation S Securities...................36
SECTION 202.      Form of Face of Security............................37
SECTION 203.      Form of Reverse of Security.........................41
SECTION 204.      Form of Trustee's Certificate of
                        Authentication................................46

                                  ARTICLE THREE

                                 The Securities

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       be deemed to be a part of the Indenture.

                                       -v-
<PAGE>   166
                                                                     Page


SECTION 301.      Title and Terms.....................................47
SECTION 302.      Denominations.......................................48
SECTION 303.      Execution, Authentication, Delivery
                        and Dating....................................49
SECTION 304.      Temporary Securities................................50
SECTION 305.      Global Securities...................................51
SECTION 306.      Registration, Registration of Transfer and
                        Exchange Generally; Restrictions on
                        Transfer and Exchange; Securities Act
                        Legends.......................................52
                        (a)     Registration, Registration of
                                Transfer and Exchange Generally.......52
                        (b)     Certain Transfers and Exchanges.......54
                                 (i) Restricted Global Security to
                                     Regulation S Global Security.....54
                                (ii) Regulation S Global Security to
                                     Restricted Global Security.......54
                               (iii) Exchanges between Global
                                     Security and Non-Global Security.55
                                (iv) Regulation S Global Security to
                                     be Held Through Euroclear or
                                     Cedel during Restricted Period...55
                        (c)     Securities Act Legends................55
SECTION 307.      Mutilated, Destroyed, Lost and
                        Stolen Securities.............................57
SECTION 308.      Payment of Interest; Interest
                        Rights Preserved..............................58
SECTION 309.      Persons Deemed Owners...............................59
SECTION 310.      Cancellation........................................60
SECTION 311.      Computation of Interest.............................60

                                  ARTICLE FOUR

                           Satisfaction and Discharge

SECTION 401.      Satisfaction and Discharge of Indenture.............60



-----------

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       be deemed to be a part of the Indenture.

                                      -vi-
<PAGE>   167
                                                                     Page

SECTION 402.      Application of Trust Money..........................62


                                  ARTICLE FIVE

                                    Remedies

SECTION 501.      Events of Default...................................62
SECTION 502.      Acceleration of Maturity; Rescission
                        and Annulment.................................64
SECTION 503.      Collection of Indebtedness and Suits
                        for Enforcement by Trustee....................66
SECTION 504.      Trustee May File Proofs of Claim....................66
SECTION 505.      Trustee May Enforce Claims
                        Without Possession of Securities..............67
SECTION 506.      Application of Money Collected......................67
SECTION 507.      Limitation on Suits.................................68
SECTION 508.      Unconditional Right of Holders to Receive
                        Principal, Premium and Interest...............69
SECTION 509.      Restoration of Rights and Remedies..................69
SECTION 510.      Rights and Remedies Cumulative......................69
SECTION 511.      Delay or Omission Not Waiver........................69
SECTION 512.      Control by Holders..................................70
SECTION 513.      Waiver of Past Defaults.............................70
SECTION 514.      Undertaking for Costs...............................70
SECTION 515.      Waiver of Stay, Usury or Extension Laws.............71

                                   ARTICLE SIX

                                   The Trustee

SECTION 601.      Certain Duties and Responsibilities.................71
SECTION 602.      Notice of Defaults..................................72
SECTION 603.      Certain Rights of Trustee...........................72
SECTION 604.      Not Responsible for Recitals or
                        Issuance of Securities........................73
SECTION 605.      May Hold Securities.................................74
SECTION 606.      Money Held in Trust.................................74


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       be deemed to be a part of the Indenture.

                                      -vii-
<PAGE>   168
                                                                     Page


SECTION 607.      Compensation and Reimbursement......................74
SECTION 608.      Disqualification; Conflicting Interests.............75
SECTION 609.      Corporate Trustee Required; Eligibility.............75
SECTION 610.      Resignation and Removal;
                        Appointment of Successor......................75
SECTION 611.      Acceptance of Appointment by Successor..............77
SECTION 612.      Merger, Conversion, Consolidation
                        or Succession to Business.....................77
SECTION 613.      Preferential Collection
                        of Claims Against Company.....................78
SECTION 614.      Appointment of Authenticating Agent.................78

                                  ARTICLE SEVEN

            Holders' Lists and Reports by Trustee and Company

SECTION 701.      Company to Furnish Trustee
                        Names and Addresses of Holders................80
SECTION 702.      Preservation of Information;
                        Communications to Holders.....................80
SECTION 703.      Reports by Trustee..................................81
SECTION 704.      Reports by the Company..............................81
SECTION 705.      Officers' Certificate with Respect to Change
                        in Interest Rates.............................82

                                  ARTICLE EIGHT

                           Merger, Consolidation, Etc.

SECTION 801.      Mergers, Consolidations and Certain
                        Transfers, Leases and Acquisitions
                        of Assets.....................................82
SECTION 802.      Successor Substituted...............................85

                                  ARTICLE NINE

                             Supplemental Indentures

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       be deemed to be a part of the Indenture.

                                     -viii-
<PAGE>   169
                                                                      Page

SECTION 901.      Supplemental Indentures
                        Without Consent of Holders....................86
SECTION 902.      Supplemental Indentures
                        with Consent of Holders.......................87
SECTION 903.      Execution of Supplemental Indentures................88
SECTION 904.      Effect of Supplemental Indentures...................88
SECTION 905.      Conformity with Trust Indenture Act.................88
SECTION 906.      Reference in Securities
                        to Supplemental Indentures....................88

                                   ARTICLE TEN

                                    Covenants

SECTION 1001.     Payment of Principal, Premium and Interest..........89
SECTION 1002.     Maintenance of Office or Agency.....................89
SECTION 1003.     Money for Security Payments
                        to Be Held in Trust...........................90
SECTION 1004.     Existence...........................................91
SECTION 1005.     Maintenance of Properties...........................91
SECTION 1006.     Payment of Taxes and Other Claims...................92
SECTION 1007.     Maintenance of Insurance............................92
SECTION 1008.     Limitation on Debt of the Company and
                        Certain of its Restricted Subsidiaries........92
SECTION 1009.     Limitation on Debt of Allied Waste
                        N.A. and its Restricted Subsidiaries..........94
SECTION 1010.     Limitation on Restricted Payments...................96
SECTION 1011.     Limitations Concerning Distributions by
                        Subsidiaries, Etc.............................99
SECTION 1012.     Limitation on Liens................................101
SECTION 1013.     Limitation on Transactions with
                        Affiliates and Related Persons...............102
SECTION 1014.     Limitation on Certain Asset Dispositions...........103
SECTION 1015.     Change of Control..................................106
SECTION 1016.     Provision of Financial Information.................108
SECTION 1017.     Resale of Acquired Securities......................109


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       be deemed to be a part of the Indenture.

                                      -ix-
<PAGE>   170
                                                                     Page


SECTION 1018.     Unrestricted Subsidiaries..........................109
SECTION 1019.     Limitation on Sale of
                        Capital Stock of Subsidiaries................111
SECTION 1020.     Restriction on Business and Incurrence of
                        Debt by Allied Finance.......................112
SECTION 1021.     Statement by Officers as to
                        Default; Compliance Certificates.............112
SECTION 1022.     Waiver of Certain Covenants........................112

                                 ARTICLE ELEVEN

                            Redemption of Securities

SECTION 1101.     Collateral Agreement; Special
                        Mandatory Redemption.........................113
SECTION 1102.     Redemption at the Election of the Company..........114
SECTION 1103.     Applicability of Article...........................114
SECTION 1104.     Election to Redeem; Notice to Trustee..............114
SECTION 1105.     Selection by Trustee of Securities
                        to Be Redeemed...............................114
SECTION 1106.     Notice of Redemption...............................115
SECTION 1107.     Deposit of Redemption Price;
                        Liquidation of Collateral Account
                        and Draw on Credit Suisse
                        Letter of Credit.............................116
SECTION 1108.     Securities Payable on Redemption Date..............117
SECTION 1109.     Securities Redeemed in Part........................117

                                 ARTICLE TWELVE

                       Defeasance and Covenant Defeasance

SECTION 1201.     Company's Option to Effect Defeasance
                        or Covenant Defeasance.......................118
SECTION 1202.     Defeasance and Discharge...........................118
SECTION 1203.     Covenant Defeasance................................118


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       be deemed to be a part of the Indenture.


                                      -x-
<PAGE>   171
                                                                     Page


SECTION 1204.     Conditions to Defeasance or
                        Covenant Defeasance..........................119
SECTION 1205.     Deposited Money and U.S. Government
                        Obligations to be Held in Trust;
                        Other Miscellaneous Provisions...............121
SECTION 1206.     Reinstatement......................................122

                                ARTICLE THIRTEEN

             Jurisdiction and Consent to Service of Process

SECTION 1301.     Jurisdiction and Consent to Service of
                        Process......................................122


ANNEX A -- Form of Regulation S Certificate

ANNEX B -- Form of Restricted Securities Certificate

ANNEX C -- Form of Unrestricted Securities Certificate






-----------

Note:  This table of contents shall not, for any purpose,
       be deemed to be a part of the Indenture.


                                      -xi-