<PAGE>   1
                                                                    Exhibit 10.1

                                                                  Conformed Copy



                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

     EXCHANGE AND REGISTRATION RIGHTS AGREEMENT, dated as of May 15, 1997, among
Allied Waste Industries, Inc., a Delaware corporation (the "Company"), Goldman,
Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Credit
Suisse First Boston Corporation, as representatives of the purchasers (the
"Purchasers"), identified on Schedule I to the Note Purchase Agreement (as
defined herein), of the 11.30% Senior Discount Notes due June 1, 2007, of the
Company.

     The Company proposes to issue and sell to the Purchasers (as defined
herein) upon the terms set forth in the Note Purchase Agreement the Securities
(as defined herein). As an inducement to the Purchasers to enter into the Note
Purchase Agreement and in satisfaction of a condition to the obligations of the
Purchasers thereunder, the Company agrees with the Purchasers for the benefit of
holders (as defined herein) from time to time of the Registrable Securities (as
defined herein) as follows:

     1. Certain Definitions.

     For purposes of this Exchange and Registration Rights Agreement, the
following terms shall have the following respective meanings:

         "Base Interest" shall mean the interest, if any, that would otherwise
     accrue on the Securities under the terms thereof and the Indenture, without
     giving effect to the provisions of this Agreement.

         The term "broker-dealer" shall mean any broker or dealer registered
     with the Commission under the Exchange Act.

         "Closing" shall mean the date of the closing of the issuance and sale
     of the Securities pursuant to the Note Purchase Agreement.

         "Commission" shall mean the United States Securities and Exchange
     Commission, or any other federal agency at the time administering the
     Exchange Act or the Securities Act, whichever is the relevant statute for
     the particular purpose.

         "Effective Time," in the case of (i) an Exchange Registration, shall
     mean the time and date as of which the Commission declares the Exchange
     Registration Statement effective or as of which the Exchange Registration
     Statement otherwise becomes effective and (ii) a Shelf Registration, shall
     mean the time and date as of which the Commission declares the Shelf
     Registration Statement effective or as of which the Shelf Registration
     Statement otherwise becomes effective.

         "Electing Holder" shall mean any holder of Registrable Securities that
     has returned a completed and signed Notice and Questionnaire to the Company
     in accordance with Section 3(d)(ii) or 3(d)(iii) hereof.
<PAGE>   2
         "Exchange Act" shall mean the Securities Exchange Act of 1934, or any
     successor thereto, as the same shall be amended from time to time.

         "Exchange Offer" shall have the meaning assigned thereto in Section
     2(a) hereof.

         "Exchange Registration" shall have the meaning assigned thereto in
     Section 3(c) hereof.

         "Exchange Registration Statement" shall have the meaning assigned
     thereto in Section 2(a) hereof.

         "Exchange Securities" shall have the meaning assigned thereto in
     Section 2(a) hereof.

         The term "holder" shall mean each of the Purchasers and other persons
     who acquire Registrable Securities from time to time (including any
     successors or assigns), in each case for so long as such person owns any
     Registrable Securities.

         "Indenture" shall mean the Indenture, dated as of May 15, 1997, between
     the Company and First Bank National Association, as Trustee, as the same
     shall be amended from time to time.

         "Note Purchase Agreement" shall mean the Purchase Agreement, dated as
     of May 1, 1997, between the Purchasers and the Company relating to the
     Securities.

         "Notice and Questionnaire" means a Notice of Registration Statement and
     Selling Securityholder Questionnaire substantially in the form of Exhibit A
     hereto.

         The term "person" shall mean a corporation, association, partnership,
     organization, business, individual, government or political subdivision
     thereof or governmental agency.

         "Registrable Securities" shall mean the Securities; provided, however,
     that a Security shall cease to be a Registrable Security when (i) in the
     circumstances contemplated by Section 2(a) hereof, the Security has been
     exchanged for an Exchange Security in an Exchange Offer as contemplated in
     Section 2(a) hereof (provided that any Exchange Security received by a
     broker-dealer in an Exchange Offer in exchange for a Registrable Security
     that was not acquired by the broker-dealer directly from the Company will
     also be a Registrable Security through and including the earlier of the
     90th day after the Exchange Offer is completed or such time as such
     broker-dealer no longer owns such Security); (ii) in the circumstances
     contemplated by Section 2(b) hereof, a Shelf Registration Statement
     registering such Security under the Securities Act has been declared or
     becomes effective and such Security has been sold or otherwise transferred
     by the holder thereof pursuant to and in a manner contemplated by such
     effective Shelf Registration Statement; (iii) such Security is sold
     pursuant to Rule 144 under circumstances in which any legend borne by such
     Security relating to restrictions on transferability thereof, under the
     Securities  Act or otherwise,  is removed by the Company or pursuant to the
     Indenture;  (iv) such Security is eligible to be sold pursuant to paragraph
     (k) of Rule 144; or (v) such Security shall cease to be outstanding.


                                      -2-
<PAGE>   3
          "Registration  Default"  shall have the  meaning  assigned  thereto in
     Section 2(c) hereof.

          "Registration  Expenses"  shall have the meaning  assigned  thereto in
     Section 4 hereof.

          "Resale  Period"  shall have the meaning  assigned  thereto in Section
     2(a) hereof.

         "Restricted Holder" shall mean (i) a holder that is an affiliate of the
     Company within the meaning of Rule 405, (ii) a holder who acquires Exchange
     Securities outside the ordinary course of such holder's business, (iii) a
     holder who has arrangements or understandings with any person to
     participate in the Exchange Offer for the purpose of distributing Exchange
     Securities and (iv) a holder that is a broker-dealer, but only with respect
     to Exchange Securities received by such broker-dealer pursuant to an
     Exchange Offer in exchange for Registrable Securities acquired by the
     broker-dealer directly from the Company.

         "Rule 144," "Rule 405" and "Rule 415" shall mean, in each case, such
     rule promulgated under the Securities Act (or any successor provision), as
     the same shall be amended from time to time.

         "Securities" shall mean, collectively, the 11.30% Senior Discount Notes
     due June 1, 2007 of the Company to be issued and sold to the Purchasers,
     and securities issued in exchange therefor or in lieu thereof pursuant to
     the Indenture.

         "Securities Act" shall mean the Securities Act of 1933, or any
     successor thereto, as the same shall be amended from time to time.

          "Shelf  Registration"  shall  have the  meaning  assigned  thereto  in
     Section 2(b) hereof.

         "Shelf Registration Statement" shall have the meaning assigned thereto
     in Section 2(b) hereof.

          "Special  Interest" shall have the meaning assigned thereto in Section
     2(c) hereof.

         "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, or
     any successor thereto, and the rules, regulations and forms promulgated
     thereunder, all as the same shall be amended from time to time.

     Unless the context otherwise requires, any reference herein to a "Section"
or "clause" refers to a Section or clause, as the case may be, of this Exchange
and Registration Rights Agreement, and the words "herein," "hereof" and
"hereunder" and other words of similar import refer to this Exchange and
Registration Rights Agreement as a whole and not to any particular Section or
other subdivision.

     2. Registration Under the Securities Act.

     (a) Except as set forth in Section 2(b) below, the Company agrees to file
under the Securities Act, as soon as practicable, but no later than 60 days
after the Closing, a registration statement


                                      -3-
<PAGE>   4
relating to an offer to exchange (such registration statement, the "Exchange
Registration Statement", and such offer, the "Exchange Offer") any and all of
the Securities for a like aggregate principal amount at maturity of debt
securities issued by the Company, which debt securities are substantially
identical to the Securities, respectively (and are entitled to the benefits of a
trust indenture which is substantially identical to the Indenture or is the
Indenture and which has been qualified under the Trust Indenture Act), except
that they have been registered pursuant to an effective registration statement
under the Securities Act and do not contain provisions for the additional
interest contemplated in Section 2(c) below (such new debt securities
hereinafter called "Exchange Securities"). The Company agrees to use its best
efforts to cause the Exchange Registration Statement to become effective under
the Securities Act as soon as practicable, but no later than 180 days after the
Closing. The Exchange Offer will be registered under the Securities Act on the
appropriate form and will comply with all applicable tender offer rules and
regulations under the Exchange Act. The Company further agrees to use its best
efforts to commence and complete the Exchange Offer promptly, but no later than
45 days after such registration statement has become effective, hold the
Exchange Offer open for at least 30 days and issue Exchange Securities for all
Registrable Securities that have been properly tendered and not withdrawn on or
prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed
to have been "completed" only if the debt securities received by holders other
than Restricted Holders in the Exchange Offer for Registrable Securities are,
upon receipt, transferable by each such holder without need for further
compliance with Section 5 of the Securities Act and the Exchange Act (except for
the requirement to deliver a prospectus included in the Exchange Registration
Statement applicable to resales by any broker-dealer of Exchange Securities
received by such broker-dealer pursuant to an Exchange Offer in exchange for
Registrable Securities other than those acquired by the broker-dealer directly
from the Company), and without material restrictions under the blue sky or
securities laws of a substantial majority of the States of the United States of
America. The Exchange Offer shall be deemed to have been completed upon the
earlier to occur of (i) the Company having exchanged the Exchange Securities for
all outstanding Registrable Securities pursuant to the Exchange Offer and (ii)
the Company having exchanged, pursuant to the Exchange Offer, Exchange
Securities for all Registrable Securities that have been properly tendered and
not withdrawn before the expiration of the Exchange Offer, which shall be on a
date that is at least 30 days following the commencement of the Exchange Offer.
The Company agrees (x) to include in the Exchange Registration Statement a
prospectus for use in connection with any resales of Exchange Securities by a
broker-dealer, other than resales of Exchange Securities received by a
broker-dealer pursuant to an Exchange Offer in exchange for Registrable
Securities acquired by the broker-dealer directly from the Company, and (y) to
keep such Exchange Registration Statement effective for a period (the "Resale
Period") beginning when Exchange Securities are first issued in the Exchange
Offer and ending upon the earlier of the expiration of the 90th day after the
Exchange Offer has been completed or such time as such broker-dealers no longer
own any Registrable Securities. With respect to such Exchange Registration
Statement, each broker-dealer that holds Exchange Securities received in an
Exchange Offer in exchange for Registerable Securities not acquired by it
directly from the Company shall have the benefit of the rights of
indemnification and contribution set forth in Sections 6(a), (c), (d) and (e)
hereof.

     (b) If prior to the time the Exchange Offer is completed existing
Commission interpretations are changed such that the Securities received by
holders other than Restricted Holders in the Exchange Offer for Registrable
Securities are not or would not be, upon receipt, transferable by


                                      -4-
<PAGE>   5
each such holder without need for further compliance with Section 5 of the
Securities Act (except for the requirement to deliver a prospectus included in
the Exchange Registration Statement applicable to resales by broker-dealers of
Exchange Securities received by such broker-dealer pursuant to an Exchange Offer
in exchange for Registrable Securities other than those acquired by the
broker-dealer directly from the Company), in lieu of conducting the Exchange
Offer contemplated by Section 2(a) the Company shall file under the Securities
Act as soon as practicable, but no later than the later of 30 days after the
time such obligation to file arises and 60 days after the Closing, a "shelf"
registration statement providing for the registration of, and the sale on a
continuous or delayed basis by the holders of, all of the Registrable
Securities, pursuant to Rule 415 or any similar rule that may be adopted by the
Commission (such filing, the "Shelf Registration" and such registration
statement, the "Shelf Registration Statement"). In addition, in the event that
the Purchasers shall not have resold all of the Securities initially purchased
by them from the Company pursuant to the Note Purchase Agreement prior to the
consummation of the Exchange Offer, the Company shall file under the Securities
Act as soon as practicable a Shelf Registration Statement. The Company agrees to
use its best efforts (i) to cause the Shelf Registration Statement to become or
be declared effective no later than 120 days after such Shelf Registration
Statement is filed and to keep such Shelf Registration Statement continuously
effective in order to permit the prospectus forming a part thereof to be usable
by holders for resales of Registrable Securities for a period ending on the
earlier of the second anniversary of the Closing or such time as there are no
longer any Registrable Securities outstanding, provided, however, that no holder
shall be entitled to be named as a selling securityholder in the Shelf
Registration Statement or to use the prospectus forming a part thereof for
resales of Registrable Securities unless such holder is an Electing Holder, and
(ii) after the Effective Time of the Shelf Registration Statement, promptly upon
the request of any holder of Registrable Securities that is not then an Electing
Holder, to take any action reasonably necessary to enable such holder to use the
prospectus forming a part thereof for resales of Registrable Securities,
including, without limitation, any action necessary to identify such holder as a
selling securityholder in the Shelf Registration Statement, provided, however,
that nothing in this Clause (ii) shall relieve any such holder of the obligation
to return a completed and signed Notice and Questionnaire to the Company in
accordance with Section 3(d)(iii) hereof. The Company further agrees to
supplement or make amendments to the Shelf Registration Statement, as and when
required by the rules, regulations or instructions applicable to the
registration form used by the Company for such Shelf Registration Statement or
by the Securities Act or rules and regulations thereunder for shelf
registration, and the Company agrees to furnish to each Electing Holder copies
of any such supplement or amendment prior to its being used or promptly
following its filing with the Commission.

     (c) In the event that (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 Section
2(a) or 2(b), respectively, or (ii) such 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 pursuant to Section 2(a) or 2(b),
respectively, or (iii) the Exchange Offer has not been completed within 45 days
after the initial effective date of the Exchange Registration Statement relating
to the Exchange Offer (if the Exchange Offer is then required to be made) or
(iv) any Exchange Registration Statement or Shelf Registration Statement
required by Section 2(a) or 2(b) hereof is filed and declared effective but
shall thereafter either be withdrawn by the


                                      -5-
<PAGE>   6
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 (each such event referred to in clauses (i) through (iv), a
"Registration Default" and each period during which a Registration Default has
occurred and is continuing, a "Registration Default Period"), then, as
liquidated damages for such Registration Default, subject to the provisions of
Section 9(b), special cash interest ("Special Interest"), in addition to Base
Interest, shall accrue and be payable at a per annum rate of 0.25% for the first
90 days of the Registration Default Period, at a per annum rate of 0.50% for the
second 90 days of the Registration Default Period, at a per annum rate of 0.75%
for the third 90 days of the Registration Default Period and at a per annum rate
of 1.0% thereafter for the remaining portion of the Registration Default Period.

     (d) The Company shall take all reasonable actions necessary or advisable to
be taken by it to ensure that the transactions contemplated herein are effected
as so contemplated.

     (e) Any reference herein to a registration statement as of any time shall
be deemed to include any document incorporated, or deemed to be incorporated,
therein by reference as of such time and any reference herein to any
post-effective amendment to a registration statement as of any time shall be
deemed to include any document incorporated, or deemed to be incorporated,
therein by reference as of such time.


     3. Registration Procedures.

     If the Company files a registration statement pursuant to Section 2(a) or
Section 2(b), the following provisions shall apply:

     (a) At or before the Effective Time of the Exchange Offer or the Shelf
Registration, as the case may be, the Company shall qualify the Indenture under
the Trust Indenture Act of 1939.

     (b) In the event that such qualification would require the appointment of a
new trustee under the Indenture, the Company shall appoint a new trustee
thereunder pursuant to the applicable provisions of the Indenture.

     (c) In connection with the Company's obligations with respect to the
registration of Exchange Securities as contemplated by Section 2(a) (the
"Exchange Registration"), if applicable, the Company shall, as soon as
practicable (or as otherwise specified):

         (i) prepare and file with the Commission, as soon as practicable but no
     later than 60 days after the Closing, an Exchange Registration Statement on
     any form which may be utilized by the Company and which shall permit the
     Exchange Offer and resales of Exchange Securities by broker-dealers during
     the Resale Period to be effected as contemplated by Section 2(a), and use
     its best efforts to cause such Exchange Registration Statement to become
     effective as soon as practicable thereafter, but no later than 180 days
     after the Closing;


                                      -6-
<PAGE>   7
         (ii) as soon as practicable prepare and file with the Commission such
     amendments and supplements to such Exchange Registration Statement and the
     prospectus included therein as may be necessary to effect and maintain the
     effectiveness of such Exchange Registration Statement for the periods and
     purposes contemplated in Section 2(a) hereof and as may be required by the
     applicable rules and regulations of the Commission and the instructions
     applicable to the form of such Exchange Registration Statement, and
     promptly provide each broker-dealer holding Exchange Securities with such
     number of copies of the prospectus included therein (as then amended or
     supplemented), in conformity in all material respects with the requirements
     of the Securities Act and the Trust Indenture Act and the rules and
     regulations of the Commission thereunder, as such broker-dealer reasonably
     may request prior to the expiration of the Resale Period, for use in
     connection with resales of Exchange Securities;

         (iii) promptly notify each broker-dealer that has requested or received
     copies of the prospectus included in such registration statement, and
     confirm such advice in writing, (A) when such Exchange Registration
     Statement or the prospectus included therein or any prospectus amendment or
     supplement or post-effective amendment has been filed, and, with respect to
     such Exchange Registration Statement or any post-effective amendment, when
     the same has become effective, (B) of any comments by the Commission and by
     the blue sky or securities commissioner or regulator of any state with
     respect thereto or any request by the Commission for amendments or
     supplements to such Exchange Registration Statement or prospectus or for
     additional information, (C) of the issuance by the Commission of any stop
     order suspending the effectiveness of such Exchange Registration Statement
     or the initiation or threatening of any proceedings for that purpose, (D)
     if at any time the representations and warranties of the Company
     contemplated by Section 5 cease to be true and correct in all material
     respects, (E) of the receipt by the Company of any notification with
     respect to the suspension of the qualification of the Exchange Securities
     for sale in any jurisdiction or the initiation or threatening of any
     proceeding for such purpose or (F) at any time during the Resale Period
     when a prospectus is required to be delivered under the Securities Act,
     that such Exchange Registration Statement, prospectus, prospectus amendment
     or supplement or post-effective amendment does not conform in all material
     respects to the applicable requirements of the Securities Act and the Trust
     Indenture Act and the rules and regulations of the Commission thereunder or
     contains an untrue statement of a material fact or omits to state a
     material fact required to be stated therein or necessary to make the
     statements therein not misleading in light of the circumstances then
     existing;

          (iv) in the event that the Company would be required, pursuant to
     Section 3(c)(iii)(F) above, to notify any broker-dealers holding Exchange
     Securities, without unreasonable delay prepare and furnish to each such
     holder a reasonable number of copies of a prospectus supplemented or
     amended so that, as thereafter delivered to purchasers of such Exchange
     Securities during the Resale Period, such prospectus shall conform in all
     material respects to the applicable requirements of the Securities Act and
     the Trust Indenture Act and the rules and regulations of the Commission
     thereunder and shall not contain an untrue statement of a material fact or
     omit to state a material fact required to be stated therein or necessary to
     make the statements therein not misleading in light of the circumstances
     then existing;


                                      -7-
<PAGE>   8
         (v) use its reasonable best efforts to obtain the withdrawal of any
     order suspending the effectiveness of such Exchange Registration Statement
     or any post-effective amendment thereto at the earliest practicable date;

         (vi) use its reasonable best efforts to (A) register or qualify the
     Exchange Securities under the securities laws or blue sky laws of such
     jurisdictions as are contemplated by Section 2(a), if such registration or
     qualification is required by such laws, no later than the commencement of
     the Exchange Offer, (B) keep such registrations or qualifications in effect
     and comply with such laws so as to permit the continuance of offers, sales
     and dealings therein in such jurisdictions until the expiration of the
     Resale Period and (C) take any and all other actions as may be reasonably
     necessary or advisable to enable each broker-dealer holding Exchange
     Securities to consummate the disposition thereof in such jurisdictions;
     provided, however, that the Company shall not be required for any such
     purpose to (1) qualify as a foreign corporation in any jurisdiction wherein
     it would not otherwise be required to qualify but for the requirements of
     this Section 3(c)(vi), (2) consent to general service of process in any
     such jurisdiction or (3) make any changes to its certificate of
     incorporation or by-laws or any agreement between it and its stockholders;

         (vii) use its reasonable best efforts to obtain the consent or approval
     of each governmental agency or authority, whether federal, state or local,
     which may be required to effect the Exchange Registration, the Exchange
     Offer and the offering and sale of Exchange Securities by broker-dealers
     during the Resale Period;

         (viii) provide a CUSIP number for all Exchange Securities, not later
     than the applicable Effective Time;

         (ix) comply with all applicable rules and regulations of the
     Commission, and make generally available to its securityholders as soon as
     practicable but no later than eighteen months after the effective date of
     such Exchange Registration Statement, an earning statement of the Company
     and its subsidiaries complying with Section 11(a) of the Securities Act
     (including, at the option of the Company, Rule 158 thereunder).

     (d) In connection with the Company's obligations with respect to the Shelf
Registration, if applicable, the Company shall, as soon as practicable (or as
otherwise specified):

         (i) prepare and file with the Commission, as soon as practicable but
     in any case within the time periods specified in Section 2(b), a Shelf
     Registration Statement on any form which may be utilized by the Company and
     which shall register all of the Registrable Securities for resale by the
     holders thereof in accordance with such method or methods of disposition as
     may be specified by such of the holders as, from time to time, may be
     Electing Holders and use its reasonable best efforts to cause such Shelf
     Registration Statement to become effective as soon as practicable but in
     any case within the time periods specified in Section 2(b);

         (ii) not less than 30 calendar days prior to the Effective Time of the
     Shelf Registration Statement, mail the Notice and Questionnaire to the
     holders of Registrable Securities; no holder shall be entitled to be named
     as a selling securityholder in the Shelf Registration


                                      -8-
<PAGE>   9
     Statement as of the Effective Time, and no holder shall be entitled to use
     the prospectus forming a part thereof for resales of Registrable Securities
     at any time, unless such holder has returned a completed and signed Notice
     and Questionnaire to the Company by the deadline for response set forth
     therein; provided, however, holders of Registrable Securities shall have at
     least 28 calendar days from the date on which the Notice and Questionnaire
     is first mailed to such holders to return a completed and signed Notice and
     Questionnaire to the Company;

         (iii) after the Effective Time of the Shelf Registration Statement,
     upon the request of any holder of Registrable Securities that is not then
     an Electing Holder, promptly send a Notice and Questionnaire to such
     holder; provided that the Company shall not be required to take any action
     to name such holder as a selling securityholder in the Shelf Registration
     Statement or to enable such holder to use the prospectus forming a part
     thereof for resales of Registrable Securities until such holder has
     returned a completed and signed Notice and Questionnaire to the Company;

         (iv) as soon as practicable prepare and file with the Commission such
     amendments and supplements to such Shelf Registration Statement and the
     prospectus included therein as may be necessary to effect and maintain the
     effectiveness of such Shelf Registration Statement for the period specified
     in Section 2(b) hereof and as may be required by the applicable rules and
     regulations of the Commission and the instructions applicable to the form
     of such Shelf Registration Statement, and furnish to the Electing Holders
     copies of any such supplement or amendment simultaneously with or prior to
     its being used or filed with the Commission;

         (v) comply with the provisions of the Securities Act with respect to
     the disposition of all of the Registrable Securities covered by such Shelf
     Registration Statement in accordance with the intended methods of
     disposition by the Electing Holders provided for in such Shelf Registration
     Statement;

         (vi) provide (A) the Electing Holders, (B) the underwriters (which
     term, for purposes of this Exchange and Registration Rights Agreement,
     shall include a person deemed to be an underwriter within the meaning of
     Section 2(11) of the Securities Act), if any, thereof, (C) any sales or
     placement agent therefor, (D) counsel for any such underwriter or agent and
     (E) not more than one counsel for all the Electing Holders the opportunity
     to participate in the preparation of such Shelf Registration Statement,
     each prospectus included therein or filed with the Commission and each
     amendment or supplement thereto;

         (vii) for a reasonable period prior to the filing of such Shelf
     Registration Statement, and throughout the period specified in Section
     2(b), make available at reasonable times at the Company's principal place
     of business or such other reasonable place for inspection by the persons
     referred to in Section 3(d)(vi) who shall certify to the Company that they
     have a current intention to sell the Registrable Securities pursuant to the
     Shelf Registration such financial and other information and books and
     records of the Company, and cause the officers, employees, counsel and
     independent certified public accountants of the Company to respond to such
     inquiries, as shall be reasonably necessary, in the judgment of the
     respective counsel referred to in such Section, to conduct a reasonable
     investigation within the meaning of Section 11 of the Securities Act;
     provided, however, that each such party shall be required to maintain


                                      -9-
<PAGE>   10
     in confidence and not to disclose to any other person any information or
     records reasonably designated by the Company as being confidential, until
     such time as (A) such information becomes a matter of public record
     (whether by virtue of its inclusion in such registration statement or
     otherwise), (B) such person shall be required so to disclose such
     information pursuant to a subpoena or order of any court or other
     governmental agency or body having jurisdiction over the matter (subject to
     the requirements of such order, and only after such person shall have given
     the Company prompt prior written notice of such requirement) or (C) such
     information is required to be set forth in such Shelf Registration
     Statement or the prospectus included therein or in an amendment to such
     Shelf Registration Statement or an amendment or supplement to such
     prospectus in order that such Shelf Registration Statement, prospectus,
     amendment or supplement, as the case may be, complies with applicable
     requirements of the federal securities laws and the rules and regulations
     of the Commission and does not contain an untrue statement of a material
     fact or omit to state therein a material fact required to be stated therein
     or necessary to make the statements therein not misleading in light of the
     circumstances then existing;

          (viii) promptly notify each of the Electing Holders, any sales or
     placement agent therefor and any underwriter thereof (which notification
     may be made through any managing underwriter that is a representative of
     such underwriter for such purpose) and confirm such advice in writing, (A)
     when such Shelf Registration Statement or the prospectus included therein
     or any prospectus amendment or supplement or post-effective amendment has
     been filed, and, with respect to such Shelf Registration Statement or any
     post-effective amendment, when the same has become effective, (B) of any
     comments by the Commission and by the blue sky or securities commissioner
     or regulator of any state with respect thereto or any request by the
     Commission for amendments or supplements to such Shelf Registration
     Statement or prospectus or for additional information, (C) of the issuance
     by the Commission of any stop order suspending the effectiveness of such
     Shelf Registration Statement or the initiation or threatening of any
     proceedings for that purpose, (D) if at any time the representations and
     warranties of the Company contemplated by Section 3(d)(xvii) or Section 5
     cease to be true and correct in all material respects, (E) of the receipt
     by the Company of any notification with respect to the suspension of the
     qualification of the Registrable Securities for sale in any jurisdiction or
     the initiation or threatening of any proceeding for such purpose or (F) if
     at any time when a prospectus is required to be delivered under the
     Securities Act, such Shelf Registration Statement, prospectus, prospectus
     amendment or supplement or post-effective amendment does not conform in all
     material respects to the applicable requirements of the Securities Act and
     the Trust Indenture Act and the rules and regulations of the Commission
     thereunder or contains an untrue statement of a material fact or omits to
     state any material fact required to be stated therein or necessary to make
     the statements therein not misleading in light of the circumstances then
     existing;

         (ix) use its reasonable best efforts to obtain the withdrawal of any
     order suspending the effectiveness of such registration statement or any
     post-effective amendment thereto at the earliest practicable date;

         (x) if requested by any managing underwriter or underwriters, any
     placement or sales agent or any Electing Holder, promptly incorporate in a
     prospectus supplement or


                                      -10-
<PAGE>   11
     post-effective amendment such information as is required by the applicable
     rules and regulations of the Commission and as such managing underwriter
     or underwriters, such agent or such Electing Holder specifies should be
     included therein relating to the terms of the sale of such Registrable
     Securities, including information with respect to the principal amount at
     maturity of Registrable Securities being sold by such Electing Holder or
     agent or to any underwriters, the name and description of such Electing
     Holder, agent or underwriter, the offering price of such Registrable
     Securities and any discount, commission or other compensation payable in
     respect thereof, the purchase price being paid therefor by such
     underwriters and with respect to any other terms of the offering of the
     Registrable Securities to be sold by such Electing Holder or agent or to
     such underwriters; and make all required filings of such prospectus
     supplement or post-effective amendment promptly after notification of the
     matters to be incorporated in such prospectus supplement or post-effective
     amendment;

         (xi) furnish to each Electing Holder, each placement or sales agent, if
     any, therefor, each underwriter, if any, thereof and the respective counsel
     referred to in Section 3(d)(vi) an executed copy (or, in the case of an
     Electing Holder, a conformed copy) of such Shelf Registration Statement,
     each such amendment and supplement thereto (in each case including all
     exhibits thereto (in the case of an Electing Holder of Registrable
     Securities, upon request) and documents incorporated by reference therein)
     and such number of copies of such Shelf Registration Statement (excluding
     exhibits thereto and documents incorporated by reference therein unless
     specifically so requested by such Electing Holder, agent or underwriter, as
     the case may be) and of the prospectus included in such Shelf Registration
     Statement (including each preliminary prospectus and any summary
     prospectus), in conformity in all material respects with the applicable
     requirements of the Securities Act and the Trust Indenture Act and the
     rules and regulations of the Commission thereunder, and such other
     documents, as such Electing Holder, agent, if any, and underwriter, if any,
     may reasonably request in order to facilitate the offering and disposition
     of the Registrable Securities owned by such Electing Holder, offered or
     sold by such agent or underwritten by such underwriter and to permit such
     Electing Holder, agent and underwriter to satisfy the prospectus delivery
     requirements of the Securities Act; and the Company hereby consents to the
     use of such prospectus (including such preliminary and summary prospectus)
     and any amendment or supplement thereto by each such Electing Holder and by
     any such agent and underwriter, in each case in the form most recently
     provided to such person by the Company, in connection with the offering and
     sale of the Registrable Securities covered by the prospectus (including
     such preliminary and summary prospectus) or any supplement or amendment
     thereto;

         (xii) use its reasonable best efforts to (A) register or qualify the
     Registrable Securities to be included in such Shelf Registration Statement
     under such securities laws or blue sky laws of such jurisdictions as any
     Electing Holder and each placement or sales agent, if any, therefor and
     underwriter, if any, thereof shall reasonably request, (B) keep such
     registrations or qualifications in effect and comply with such laws so as
     to permit the continuance of offers, sales and dealings therein in such
     jurisdictions during the period the Shelf Registration is required to
     remain effective under Section 2(b) above and for so long as may be
     necessary to enable any such Electing Holder, agent or underwriter to
     complete its distribution of Securities pursuant to such Shelf Registration
     Statement and (C) take any and all other actions as may be reasonably
     necessary or advisable to enable each such Electing Holder, agent, if any,
     and


                                      -11-
<PAGE>   12
     underwriter, if any, to consummate the disposition in such jurisdictions of
     such Registrable Securities; provided, however, that the Company shall not
     be required for any such purpose to (1) qualify as a foreign corporation in
     any jurisdiction wherein it would not otherwise be required to qualify but
     for the requirements of this Section 3(d)(xii), (2) consent to general
     service of process in any such jurisdiction or (3) make any changes to its
     certificate of incorporation or by-laws or any agreement between it and its
     stockholders;

         (xiii) use its reasonable best efforts to obtain the consent or
     approval of each governmental agency or authority, whether federal, state
     or local, which may be required to effect the Shelf Registration or the
     offering or sale in connection therewith or to enable the selling holder or
     holders to offer, or to consummate the disposition of, their Registrable
     Securities;

         (xiv) cooperate with the Electing Holders and the managing
     underwriters, if any, to facilitate the timely preparation and delivery of
     certificates representing Registrable Securities to be sold, which
     certificates shall be printed, lithographed or engraved, or produced by any
     combination of such methods, and which shall not bear any restrictive
     legends; and, in the case of an underwritten offering, enable such
     Registrable Securities to be in such denominations and registered in such
     names as the managing underwriters may request at least two business days
     prior to any sale of the Registrable Securities;

         (xv) provide a CUSIP number for all Registrable Securities, not later
     than the applicable Effective Time;

         (xvi) enter into one or more underwriting agreements, engagement
     letters, agency agreements, "best efforts" underwriting agreements or
     similar agreements, as appropriate, including customary provisions relating
     to indemnification and contribution, and take such other actions in
     connection therewith as any Electing Holders aggregating at least 20% in
     aggregate principal amount at maturity of the Registrable Securities at the
     time outstanding shall reasonably request in order to expedite or
     facilitate the disposition of such Registrable Securities;

         (xvii) whether or not an agreement of the type referred to in Section
     3(d)(xvi) hereof is entered into and whether or not any portion of the
     offering contemplated by the Shelf Registration is an underwritten offering
     or is made through a placement or sales agent or any other entity, (A) make
     such representations and warranties to the Electing Holders and the
     placement or sales agent, if any, therefor and the underwriters, if any,
     thereof in form, substance and scope as are customarily made in connection
     with an offering of debt securities pursuant to any appropriate agreement
     or to a registration statement filed on the form applicable to the Shelf
     Registration; (B) obtain an opinion of counsel to the Company in customary
     form and covering such matters, of the type customarily covered by such an
     opinion, as the managing underwriters, if any, or as any Electing Holders
     of at least 20% in aggregate principal amount at maturity of the
     Registrable Securities at the time outstanding may reasonably request,
     addressed to such Electing Holder or Electing Holders and the placement or
     sales agent, if any, therefor and the underwriters, if any, thereof and
     dated the effective date of such Shelf Registration Statement (and if such
     Shelf Registration Statement contemplates an underwritten offering of a
     part or all of the Registrable Securities, dated the


                                      -12-
<PAGE>   13
     date of the closing under the underwriting agreement relating thereto) (it
     being agreed that the matters to be covered by such opinion shall include
     the due incorporation and good standing of the Company and its
     subsidiaries; the qualification of the Company and its subsidiaries to
     transact business as foreign corporations; the due authorization, execution
     and delivery of the relevant agreement of the type referred to in Section
     3(d)(xvi) hereof; the due authorization, execution, authentication and
     issuance, and the validity and enforceability, of the Securities; the
     absence of material legal or governmental proceedings involving the
     Company; the absence of a breach by the Company or any of its subsidiaries
     of, or a default under, material agreements binding upon the Company or any
     subsidiary of the Company; the absence of governmental approvals required
     to be obtained in connection with the Shelf Registration, the offering and
     sale of the Registrable Securities, this Exchange and Registration Rights
     Agreement or any agreement of the type referred to in Section 3(d)(xvi)
     hereof, except such approvals, if any, as may be required under state
     securities or blue sky laws; the material compliance as to form of such
     Shelf Registration Statement and any documents incorporated by reference
     therein and of the Indenture with the requirements of the Securities Act
     and the Trust Indenture Act and the rules and regulations of the Commission
     thereunder, respectively; and, as of the date of the opinion and of the
     Shelf Registration Statement or most recent post-effective amendment
     thereto, as the case may be, the absence from such Shelf Registration
     Statement and the prospectus included therein, as then amended or
     supplemented, and from the documents incorporated by reference therein (in
     each case other than the financial statements and other financial
     information contained therein) of an untrue statement of a material fact or
     the omission to state therein a material fact necessary to make the
     statements therein not misleading (in the case of such documents, in the
     light of the circumstances existing at the time that such documents were
     filed with the Commission under the Exchange Act)); (C) obtain a "cold
     comfort" letter or letters from the independent certified public
     accountants of the Company addressed to the selling Electing Holders, the
     placement or sales agent, if any, therefor or the underwriters, if any,
     thereof, dated (i) the effective date of such Shelf Registration Statement
     and (ii) the effective date of any prospectus supplement to the prospectus
     included in such Shelf Registration Statement or post-effective amendment
     to such Shelf Registration Statement which includes unaudited or audited
     financial statements as of a date or for a period subsequent to that of the
     latest such statements included in such prospectus (and, if such Shelf
     Registration Statement contemplates an underwritten offering pursuant to
     any prospectus supplement to the prospectus included in such Shelf
     Registration Statement or post-effective amendment to such Shelf
     Registration Statement which includes unaudited or audited financial
     statements as of a date or for a period subsequent to that of the latest
     such statements included in such prospectus, dated the date of the closing
     under the underwriting agreement relating thereto), such letter or letters
     to be in customary form and covering such matters of the type customarily
     covered by letters of such type; (D) deliver such documents and
     certificates, including officers' certificates, as may be reasonably
     requested by any Electing Holders of at least 20% in aggregate principal
     amount at maturity of the Registrable Securities at the time outstanding or
     the placement or sales agent, if any, therefor and the managing
     underwriters, if any, thereof to evidence the accuracy of the
     representations and warranties made pursuant to clause (A) above or those
     contained in Section 5(a) hereof and the compliance with or satisfaction of
     any agreements or conditions contained in the underwriting agreement or
     other agreement entered into by the Company; and (E) undertake such


                                      -13-
<PAGE>   14
     obligations relating to expense reimbursement, indemnification and
     contribution as are provided in Section 6 hereof;

         (xviii) notify in writing each holder of Registrable Securities of any
     proposal by the Company to amend or waive any provision of this Exchange
     and Registration Rights Agreement pursuant to Section 9(h) hereof and of
     any amendment or waiver effected pursuant thereto, each of which notices
     shall contain the text of the amendment or waiver proposed or effected, as
     the case may be;

         (xix) in the event that any broker-dealer registered under the Exchange
     Act shall underwrite any Registrable Securities or participate as a member
     of an underwriting syndicate or selling group or "assist in the
     distribution" (within the meaning of the Rules of Fair Practice and the
     By-Laws of the National Association of Securities Dealers, Inc. ("NASD") or
     any successor thereto, as amended from time to time) thereof, whether as a
     holder of such Registrable Securities or as an underwriter, a placement or
     sales agent or a broker or dealer in respect thereof, or otherwise, assist
     such broker-dealer in complying with the requirements of such Rules and
     By-Laws, including by (A) if such Rules or By-Laws shall so require,
     engaging a "qualified independent underwriter" (as defined in such Schedule
     (or any successor thereto)) to participate in the preparation of the Shelf
     Registration Statement relating to such Registrable Securities, to exercise
     usual standards of due diligence in respect thereto and, if any portion of
     the offering contemplated by such Shelf Registration Statement is an
     underwritten offering or is made through a placement or sales agent, to
     recommend the yield of such Registrable Securities, (B) indemnifying any
     such qualified independent underwriter to the extent of the indemnification
     of underwriters provided in Section 6 hereof (or to such other customary
     extent as may be requested by such underwriter) and (C) providing such
     information to such broker-dealer as may be required in order for such
     broker-dealer to comply with the requirements of the Rules of Fair Practice
     of the NASD; and

         (xx) comply with all applicable rules and regulations of the
     Commission, and make generally available to its securityholders as soon as
     practicable but in any event not later than eighteen months after the
     effective date of such Shelf Registration Statement, an earning statement
     of the Company and its subsidiaries complying with Section 11(a) of the
     Securities Act (including, at the option of the Company, Rule 158
     thereunder).

     (e) In the event that the Company would be required, pursuant to Section
3(d)(viii)(F) above, to notify the Electing Holders, the placement or sales
agent, if any, therefor and the managing underwriters, if any, thereof, the
Company shall without delay prepare and furnish to each of the Electing Holders,
to each placement or sales agent, if any, and to each such underwriter, if any,
a reasonable number of copies of a prospectus supplemented or amended so that,
as thereafter delivered to purchasers of Registrable Securities, such prospectus
shall conform in all material respects to the applicable requirements of the
Securities Act and the Trust Indenture Act and the rules and regulations of the
Commission thereunder and shall not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading in light of the circumstances then
existing. Each Electing Holder agrees that upon receipt of any notice from the
Company pursuant to Section 3(d)(viii)(F) hereof, such Electing Holder shall
forthwith discontinue the disposition of Registrable Securities


                                      -14-
<PAGE>   15
pursuant to the Shelf Registration Statement applicable to such Registrable
Securities until such Electing Holder shall have received copies of such amended
or supplemented prospectus, and if so directed by the Company, such Electing
Holder shall deliver to the Company (at the Company's expense) all copies, other
than permanent file copies, then in such Electing Holder's possession of the
prospectus covering such Registrable Securities at the time of receipt of such
notice.

     (f) In the event of a Shelf Registration, in addition to the information
required to be provided by each Electing Holder in its Notice Questionnaire, the
Company may require such Electing Holder to furnish to the Company such
additional information regarding such Electing Holder and such Electing Holder's
intended method of distribution of Registrable Securities as may be required in
order to comply with the Securities Act. Each such Electing Holder agrees to
notify the Company as promptly as practicable of any inaccuracy or change in
information previously furnished by such Electing Holder to the Company or of
the occurrence of any event in either case as a result of which any prospectus
relating to such Shelf Registration contains or would contain an untrue
statement of a material fact regarding such Electing Holder or such Electing
Holder's intended method of disposition of such Registrable Securities or omits
to state any material fact regarding such Electing Holder or such Electing
Holder's intended method of disposition of such Registrable Securities required
to be stated therein or necessary to make the statements therein not misleading
in light of the circumstances then existing, and promptly to furnish to the
Company any additional information required to correct and update any previously
furnished information or required so that such prospectus shall not contain,
with respect to such Electing Holder or the disposition of such Registrable
Securities, an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading in light of the circumstances then existing.

     (g) Until the expiration of two years after the Closing, the Company will
not, and will not permit any of its "affiliates" (as defined in Rule 144) to,
resell any of the Securities that have been reacquired by any of them except
pursuant to an effective registration statement under the Securities Act.


     4. Registration Expenses.

     The Company agrees to bear and to pay or cause to be paid promptly all
expenses incident to the Company's performance of or compliance with this
Exchange and Registration Rights Agreement, including (a) all Commission and any
NASD registration, filing and review fees and expenses including fees and
disbursements of counsel for the placement or sales agent or underwriters in
connection with such registration, filing and review, (b) all fees and expenses
in connection with the qualification of the Securities for offering and sale
under the State securities and blue sky laws referred to in Section 3(d)(xii)
hereof and determination of their eligibility for investment under the laws of
such jurisdictions as any managing underwriters or the Electing Holders may
designate, including any fees and disbursements of counsel for the Electing
Holders (subject to the limitations of Clause (i) below) or underwriters in
connection with such qualification and determination, (c) all expenses relating
to the preparation, printing, production, distribution and reproduction of each
registration statement required to be filed hereunder, each prospectus included
therein or prepared for distribution pursuant hereto, each amendment or
supplement to


                                      -15-
<PAGE>   16
the foregoing, the expenses of preparing the Securities for delivery and the
expenses of printing or producing any underwriting agreements, agreements among
underwriters, selling agreements and blue sky or legal investment memoranda and
all other documents in connection with the offering, sale or delivery of
Securities to be disposed of (including certificates representing the
Securities), (d) messenger, telephone and delivery expenses relating to the
offering, sale or delivery of Securities and the preparation of documents
referred in clause (c) above, (e) fees and expenses of the Trustee under the
Indenture, any agent of the Trustee and any counsel for the Trustee and of any
collateral agent or custodian, (f) internal expenses (including all salaries and
expenses of the Company's officers and employees performing legal or accounting
duties), (g) fees, disbursements and expenses of counsel and independent
certified public accountants of the Company (including the expenses of any
opinions or "cold comfort" letters required by or incident to such performance
and compliance), (h) fees, disbursements and expenses of any "qualified
independent underwriter" engaged pursuant to Section 3(d)(xix) hereof, (i) fees,
disbursements and expenses of one counsel for the Electing Holders retained in
connection with a Shelf Registration, as selected by the Electing Holders of at
least a majority in aggregate principal amount at maturity of the Registrable
Securities held by Electing Holders (which counsel shall be reasonably
satisfactory to the Company), (j) any fees charged by securities rating services
for rating the Securities, and (k) fees, expenses and disbursements of any other
persons, including special experts, retained by the Company in connection with
such registration (collectively, the "Registration Expenses"). To the extent
that any Registration Expenses are incurred, assumed or paid by any holder of
Registrable Securities or any placement or sales agent therefor or underwriter
thereof, the Company shall reimburse such person for the full amount of the
Registration Expenses so incurred, assumed or paid promptly after receipt of a
request therefor. Notwithstanding the foregoing, the holders of the Registrable
Securities being registered shall pay all agency fees and commissions and
underwriting discounts and commissions attributable to the sale of such
Registrable Securities and the fees and disbursements of any counsel or other
advisors or experts retained by such holders (severally or jointly), other than
the counsel and experts specifically referred to above.

5. Representations and Warranties.

     The Company represents and warrants to, and agrees with, each Purchaser and
each of the holders from time to time of Registrable Securities that:

         (a) Each registration statement covering Registrable Securities and
     each prospectus (including any preliminary or summary prospectus)
     contained therein or furnished pursuant to Section 3(d) or Section 3(c)
     hereof and any further amendments or supplements to any such registration
     statement or prospectus, when it becomes effective or is filed with the
     Commission, as the case may be, and, in the case of an underwritten
     offering of Registrable Securities, at the time of the closing under the
     underwriting agreement relating thereto, will conform in all material
     respects to the applicable requirements of the Securities Act and the Trust
     Indenture Act and the rules and regulations of the Commission thereunder
     and will not contain an untrue statement of a material fact or omit to
     state a material fact required to be stated therein or necessary to make
     the statements therein not misleading; and at all times subsequent to the
     Effective Time when a prospectus would be required to be delivered under
     the Securities Act, other than from (i) such time as a notice has been
     given to holders of


                                      -16-
<PAGE>   17
Registrable Securities pursuant to Section 3(d)(viii)(F) or Section 3(c)(iii)(F)
hereof until (ii) such time as the Company furnishes an amended or supplemented
prospectus pursuant to Section 3(e) or Section 3(c)(iv) hereof, each such
registration statement, and each prospectus (including any summary prospectus)
contained therein or furnished pursuant to Section 3(d) or Section 3(c) hereof,
as then amended or supplemented, will conform in all material respects to the
applicable requirements of the Securities Act and the Trust Indenture Act and
the rules and regulations of the Commission thereunder and will not contain an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading in
the light of the circumstances then existing; provided, however, that this
representation and warranty shall not apply to any statements or omissions made
in reliance upon and in conformity with information furnished in writing to the
Company by a holder of Registrable Securities expressly for use therein.

     (b) Any documents incorporated by reference in any prospectus referred to
in Section 5(a) hereof, when they become or became effective or are or were
filed with the Commission, as the case may be, will conform or conformed in all
material respects to the requirements of the Securities Act or the Exchange Act,
as applicable, and none of such documents will contain or contained an untrue
statement of a material fact or will omit or omitted to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading; provided, however, that this representation and warranty shall not
apply to any statements or omissions made in reliance upon and in conformity
with information furnished in writing to the Company by a holder of Registrable
Securities expressly for use therein.

     (c) The compliance by the Company with all of the provisions of this
Exchange and Registration Rights Agreement and the consummation of the
transactions herein contemplated will not conflict with or result in a breach of
any of the terms or provisions of, or constitute a default under, any indenture,
mortgage, deed of trust, loan agreement or other agreement or instrument to
which the Company or any subsidiary of the Company is a party or by which the
Company or any subsidiary of the Company is bound or to which any of the
property or assets of the Company or any subsidiary of the Company is subject,
nor will such action result in any violation of the provisions of the
certificate of incorporation, as amended, or the by-laws of the Company or any
statute or any order, rule or regulation of any court or governmental agency or
body having jurisdiction over the Company or any subsidiary of the Company or
any of their properties; and no consent, approval, authorization, order,
registration or qualification of or with any such court or governmental agency
or body is required for the consummation by the Company of the transactions
contemplated by this Exchange and Registration Rights Agreement, except the
registration under the Securities Act of the Securities, qualification of the
Indenture under the Trust Indenture Act and such consents, approvals,
authorizations, registrations or qualifications, if any, as may be required
under State securities or blue sky laws in connection with the offering and
distribution of the Securities.

     (d) This Exchange and Registration Rights Agreement has been duly
authorized, executed and delivered by the Company.


                                      -17-
<PAGE>   18
   6. Indemnification.

     (a) Indemnification by the Company. The Company shall indemnify and hold
harmless each of the holders of Registrable Securities included in an Exchange
Registration Statement, each of the Electing Holders of Registrable Securities
included in a Shelf Registration Statement and each person who participates as a
placement or sales agent or as an underwriter in any offering or sale of such
Registrable Securities against any losses, claims, damages or liabilities, joint
or several, to which such holder, agent or underwriter may become subject under
the Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any
Exchange Registration Statement or Shelf Registration Statement, as the case may
be, under which such Registrable Securities were registered under the Securities
Act, or any preliminary, final or summary prospectus contained therein or
furnished by the Company to any such holder, Electing Holder, agent or
underwriter, or any amendment or supplement thereto, or arise out of or are
based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and the Company shall, and it hereby agrees to, reimburse such
holder, such Electing Holder, such agent and such underwriter for any legal or
other expenses reasonably incurred by them in connection with investigating or
defending any such action or claim as such expenses are incurred; provided,
however, that the Company shall not be liable to any such person in any such
case to the extent that any such loss, claim, damage or liability arises out of
or is based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in such registration statement, or preliminary, final or
summary prospectus, or amendment or supplement thereto, in reliance upon and in
conformity with written information furnished to the Company by such person
expressly for use therein;

     (b) Indemnification by the Holders and any Agents and Underwriters. The
Company may require, as a condition to including any Registrable Securities in
any registration statement filed pursuant to Section 2(b) hereof and to entering
into any underwriting agreement with respect thereto, that the Company shall
have received an undertaking reasonably satisfactory to it from the Electing
Holder of such Registrable Securities and from each underwriter named in any
such underwriting agreement, severally and not jointly, to (i) indemnify and
hold harmless the Company, and all other holders of Registrable Securities,
against any losses, claims, damages or liabilities to which the Company or such
other holders of Registrable Securities may become subject, under the Securities
Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon an untrue statement
or alleged untrue statement of a material fact contained in such registration
statement, or any preliminary, final or summary prospectus contained therein or
furnished by the Company to any such Electing Holder, agent or underwriter, or
any amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, in
each case to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with written information furnished to the Company by such
Electing Holder or underwriter expressly for use therein, and (ii) reimburse the
Company for any legal or other expenses reasonably incurred by the Company in
connection with investigating or defending any such action or claim as such
expenses are incurred; provided, however, that no


                                      -18-
<PAGE>   19
such Electing Holder shall be required to undertake liability to any person
under this Section 6(b) for any amounts in excess of the dollar amount of the
proceeds to be received by such Electing Holder from the sale of such Electing
Holder's Registrable Securities pursuant to such registration.

   (c) Notices of Claims, Etc. Promptly after receipt by an indemnified party
under subsection (a) or (b) above of written notice of the commencement of any
action, such indemnified party shall, if a claim in respect thereof is to be
made against an indemnifying party pursuant to the indemnification provisions
of or contemplated by this Section 6, notify such indemnifying party in writing
of the commencement of such action; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party other than under the indemnification provisions of or
contemplated by Section 6(a) or 6(b) hereof. In case any such action shall be
brought against any indemnified party and it shall notify an indemnifying party
of the commencement thereof, such indemnifying party shall be entitled to
participate therein and, to the extent that it shall wish, jointly with any
other indemnifying party similarly notified, to assume the defense thereof, with
counsel reasonably satisfactory to such indemnified party (who shall not, except
with the consent of the indemnified party, be counsel to the indemnifying
party), and, after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, such indemnifying party shall
not be liable to such indemnified party for any legal expenses of other counsel
or any other expenses, in each case subsequently incurred by such indemnified
party, in connection with the defense thereof other than reasonable costs of
investigation. No indemnifying party shall, without the written consent of the
indemnified party, effect the settlement or compromise of, or consent to the
entry of any judgment with respect to, any pending or threatened action or claim
in respect of which indemnification or contribution may be sought hereunder
(whether or not the indemnified party is an actual or potential party to such
action or claim) unless such settlement, compromise or judgment (i) includes an
unconditional release of the indemnified party from all liability arising out of
such action or claim and (ii) does not include a statement as to or an admission
of fault, culpability or a failure to act by or on behalf of any indemnified
party.

     (d) Contribution. If for any reason the indemnification provisions
contemplated by Section 6(a) or Section 6(b) are unavailable to or insufficient
to hold harmless an indemnified party in respect of any losses, claims, damages
or liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative fault of the indemnifying party and the indemnified party in connection
with the statements or omissions which resulted in such losses, claims, damages
or liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations. The relative fault of such indemnifying party and
indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact relates to information supplied by
such indemnifying party or by such indemnified party, and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The parties hereto agree that it would not be just
and equitable if contributions pursuant to this Section 6(d) were determined by
pro rata allocation (even if the holders or any agents or underwriters or all of
them were treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable considerations referred
to in this Section


                                      -19-
<PAGE>   20
6(d). The amount paid or payable by an indemnified party as a result of the
losses, claims, damages, or liabilities (or actions in respect thereof) referred
to above shall be deemed to include any legal or other fees or expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this
Section 6(d), no holder shall be required to contribute any amount in excess of
the amount by which the dollar amount of the proceeds received by such holder
from the sale of any Registrable Securities (after deducting any fees, discounts
and commissions applicable thereto) exceeds the amount of any damages which such
holder has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission, and no underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Registrable Securities underwritten by it and distributed to
the public were offered to the public exceeds the amount of any damages which
such underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The holders' and any underwriters'
obligations in this Section 6(d) to contribute shall be several in proportion to
the principal amount at maturity of Registrable Securities registered or
underwritten, as the case may be, by them and not joint.

     (e) The obligations of the Company under this Section 6 shall be in
addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each officer, director and partner of
each holder, agent and underwriter and each person, if any, who controls any
holder, agent or underwriter within the meaning of the Securities Act; and the
obligations of the holders and any agents or underwriters contemplated by this
Section 6 shall be in addition to any liability which the respective holder,
agent or underwriter may otherwise have and shall extend, upon the same terms
and conditions, to each officer and director of the Company (including any
person who, with his consent, is named in any registration statement as about to
become a director of the Company) and to each person, if any, who controls the
Company within the meaning of the Securities Act.

     7. Underwritten Offerings.

     (a) Selection of Underwriters. If any of the Registrable Securities covered
by the Shelf Registration are to be sold pursuant to an underwritten offering,
the managing underwriter or underwriters thereof shall be designated by Electing
Holders holding at least a majority in aggregate principal amount at maturity of
the Registrable Securities to be included in such offering, provided that such
designated managing underwriter or underwriters is or are reasonably acceptable
to the Company.

     (b) Participation by Holders. Each holder of Registrable Securities hereby
agrees with each other such holder that no such holder may participate in any
underwritten offering hereunder unless such holder (i) agrees to sell such
holder's Registrable Securities on the basis provided in any underwriting
arrangements approved by the persons entitled hereunder to approve such arrange-
ments and (ii) completes and executes all questionnaires, powers of attorney,
indemnities, under writing agreements and other documents reasonably required
under the terms of such underwriting arrangements.


                                      -20-
<PAGE>   21
     8. Rule 144.

     The Company covenants to the holders of Registrable Securities that to the
extent it shall be required to do so under the Exchange Act, the Company shall
timely file the reports required to be filed by it under the Exchange Act or the
Securities Act (including the reports under Section 13 and 15(d) of the Exchange
Act referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission
under the Securities Act) and the rules and regulations adopted by the
Commission thereunder, and shall take such further action as any holder of
Registrable Securities may reasonably request, all to the extent required from
time to time to enable such holder to sell Registrable Securities without
registration under the Securities Act within the limitations of the exemption
provided by Rule 144 under the Securities Act, as such Rule may be amended from
time to time, or any similar or successor rule or regulation hereafter adopted
by the Commission. Upon the request of any holder of Registrable Securities in
connection with that holder's sale pursuant to Rule 144, the Company shall
deliver to such holder a written statement as to whether it has complied with
such requirements.

     9. Miscellaneous.

     (a) No Inconsistent Agreements. The Company represents, warrants, covenants
and agrees that it has not granted, and shall not grant, registration rights
with respect to Registrable Securities or any other securities which would be
inconsistent with the terms contained in this Exchange and Registration Rights
Agreement.

     (b) Specific Performance. The parties hereto acknowledge that there would
be no adequate remedy at law if the Company fails to perform any of its
obligations hereunder and that the Purchasers and the holders from time to time
of the Registrable Securities may be irreparably harmed by any such failure, and
accordingly agree that the Purchasers and such holders, in addition to any other
remedy to which they may be entitled at law or in equity, shall be entitled to
compel specific performance of the obligations of the Company under this
Exchange and Registration Rights Agreement in accordance with the terms and
conditions of this Exchange and Registration Rights Agreement, in any court of
the United States or any State thereof having jurisdiction.

     (c) Notices. All notices, requests, claims, demands, waivers and other
communications hereunder shall be in writing and shall be deemed to have been
duly given when delivered by hand, if delivered personally or by courier, or
three days after being deposited in the mail (registered or certified mail,
postage prepaid, return receipt requested) as follows: If to the Company, to it
at 15880 North Greenway-Hayden Loop, Suite 100, Scottsdale, AZ 85260, Attention:
Vice President-Chief Financial Officer, with a copy to Fried, Frank, Harris,
Shriver & Jacobson, One New York Plaza, New York, NY 10004, Attention: David
Golay, and if to a holder, to the address of such holder set forth in the
security register or other records of the Company, or to such other address as
the Company or any such holder may have furnished to the other in writing in
accordance herewith, except that notices of change of address shall be effective
only upon receipt.

     (d) Parties in Interest. All the terms and provisions of this Exchange and
Registration Rights Agreement shall be binding upon, shall inure to the benefit
of and shall be enforceable by the parties hereto and the holders from time to
time of the Registrable Securities and the respective successors and assigns of
the parties hereto and such holders. In the event that any transferee of any
holder of


                                      -21-
<PAGE>   22
Registrable Securities shall acquire Registrable Securities, in any manner,
whether by gift, bequest, purchase, operation of law or otherwise, such
transferee shall, without any further writing or action of any kind, be deemed a
beneficiary hereof for all purposes and such Registrable Securities shall be
held subject to all of the terms of this Exchange and Registration Rights
Agreement, and by taking and holding such Registrable Securities such transferee
shall be entitled to receive the benefits of, and be conclusively deemed to have
agreed to be bound by all of the applicable terms and provisions of this
Exchange and Registration Rights Agreement. If the Company shall so request, any
such successor, assign or transferee shall agree in writing to acquire and hold
the Registrable Securities subject to all of the applicable terms hereof.

     (e) Survival. The respective indemnities, agreements, representations,
warranties and each other provision set forth in this Exchange and Registration
Rights Agreement or made pursuant hereto shall remain in full force and effect
regardless of any investigation (or statement as to the results thereof) made by
or on behalf of any holder of Registrable Securities, any director, officer or
partner of such holder, any agent or underwriter or any director, officer or
partner thereof, or any controlling person of any of the foregoing, and shall
survive delivery of and payment for the Registrable Securities pursuant to the
Note Purchase Agreement and the transfer and registration of Registrable
Securities by such holder and the consummation of an Exchange Offer.

     (f) LAW GOVERNING. THIS EXCHANGE AND REGISTRATION RIGHTS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

     (g) Headings. The descriptive headings of the several Sections and
paragraphs of this Exchange and Registration Rights Agreement are inserted for
convenience only, do not constitute a part of this Exchange and Registration
Rights Agreement and shall not affect in any way the meaning or interpretation
of this Exchange and Registration Rights Agreement.

     (h) Entire Agreement; Amendments. This Exchange and Registration Rights
Agreement and the other writings referred to herein (including the Indenture and
the form of Securities) or delivered pursuant hereto which form a part hereof
contain the entire understanding of the parties with respect to its subject
matter. This Exchange and Registration Rights Agreement supersedes all prior
agreements and understandings between the parties with respect to its subject
matter. This Exchange and Registration Rights Agreement may be amended and the
observance of any term of this Exchange and Registration Rights Agreement may be
waived (either generally or in a particular instance and either retroactively or
prospectively) only by a written instrument duly executed by the Company and the
holders of at least a majority in aggregate principal amount at maturity of the
Registrable Securities at the time outstanding. Each holder of any Registrable
Securities at the time or thereafter outstanding shall be bound by any amendment
or waiver effected pursuant to this Section 9(h), whether or not any notice,
writing or marking indicating such amendment or waiver appears on such
Registrable Securities or is delivered to such holder.

     (i) Inspection. For so long as this Exchange and Registration Rights
Agreement shall be in effect, this Exchange and Registration Rights Agreement
and a complete list of the names and addresses of all the holders of Registrable
Securities shall be made available for inspection and


                                      -22-
<PAGE>   23
copying on any business day by any holder of Registrable Securities for proper
purposes only (which shall include any purpose related to the rights of the
holders of Registrable Securities under the Securities, the Indenture and this
Agreement) at the offices of the Company at the address thereof set forth in
Section 9(c) above and at the office of the Trustee under the Indenture.

     (j) Counterparts. This agreement may be executed by the parties in
counterparts, each of which shall be deemed to be an original, but all such
respective counterparts shall together constitute one and the same instrument.

     Agreed to and accepted as of the date referred to above.



                                 ALLIED WASTE INDUSTRIES, INC.


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


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



                                 GOLDMAN, SACHS & CO.
                                 MERRILL LYNCH, PIERCE, FENNER &
                                    SMITH INCORPORATED
                                 CREDIT SUISSE FIRST BOSTON
                                    CORPORATION

                  As Representatives of the several Purchasers


                                  By:   /s/  Goldman, Sachs & Co.
                                       --------------------------
                                 (Goldman, Sachs & Co.)

                                 On behalf of each of the Purchasers




                                      -23-
<PAGE>   24
                                                                       Exhibit A



                          ALLIED WASTE INDUSTRIES, INC.


                         INSTRUCTION TO DTC PARTICIPANTS

                                (Date of Mailing)

                     URGENT - IMMEDIATE ATTENTION REQUESTED

                         DEADLINE FOR RESPONSE: [DATE]*/


     The Depository Trust Company ("DTC") has identified you as a DTC
Participant through which beneficial interests in the Allied Waste Industries,
Inc. (the "Company") 11.30% Senior Discount Notes due 2007 (the "Securities")
are held.

     The Company is in the process of registering the Securities under the
Securities Act of 1933 for resale by the beneficial owners thereof. In order to
have their Securities included in the registration statement, beneficial owners
must complete and return the enclosed Notice of Registration Statement and
Selling Securityholder Questionnaire.

     It is important that beneficial owners of the Securities receive a copy of
the enclosed materials as soon as possible as their rights to have the
Securities included in the registration statement depend upon their returning
the Notice and Questionnaire by [DEADLINE FOR RESPONSE]. Please forward a copy
of the enclosed documents to each beneficial owner that holds interests in the
Securities through you. If you require more copies of the enclosed materials or
have any questions pertaining to this matter, please contact Allied Waste
Industries, Inc., 15880 North Greenway-Hayden Loop, Suite 100, Scottsdale, AZ
85260, Attention: Vice-President-Chief Financial Officer, (602) 423-2946.


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

 */ Not less than 28 calendar days from date of mailing.

<PAGE>   25
                          Allied Waste Industries, Inc.


                        Notice of Registration Statement
                                       and
                      Selling Securityholder Questionnaire


                                     (Date)


     Reference is hereby made to the Exchange and Registration Rights Agreement
(the "Exchange and Registration Rights Agreement") between Allied Waste
Industries, Inc. (the "Company") and the Purchasers named therein. Pursuant to
the Exchange and Registration Rights Agreement, the Company has filed with the
United States Securities and Exchange Commission (the "Commission") a
registration statement on Form [___] (the "Shelf Registration Statement") for
the registration and resale under Rule 415 of the Securities Act of 1933, as
amended (the "Securities Act"), of the Company's 11.30% Senior Discount Notes
due 2007 (the "Securities"). A copy of the Exchange and Registration Rights
Agreement is attached hereto. All capitalized terms not otherwise defined herein
shall have the meanings ascribed thereto in the Exchange and Registration Rights
Agreement.

     Each beneficial owner of Registrable Securities (as defined below) is
entitled to have the Registrable Securities beneficially owned by it included in
the Shelf Registration Statement. In order to have Registrable Securities
included in the Shelf Registration Statement, this Notice of Registration
Statement and Selling Securityholder Questionnaire ("Notice and Questionnaire")
must be completed, executed and delivered to the Company's counsel at the
address set forth herein for receipt ON OR BEFORE [DEADLINE FOR RESPONSE].
Beneficial owners of Registrable Securities who do not complete, execute and
return this Notice and Questionnaire by such date (i) will not be named as
selling securityholders in the Shelf Registration Statement and (ii) may not use
the Prospectus forming a part thereof for resales of Registrable Securities.

     Certain legal consequences arise from being named as a selling
securityholder in the Shelf Registration Statement and related Prospectus.
Accordingly, holders and beneficial owners of Registrable Securities are advised
to consult their own securities law counsel regarding the consequences of being
named or not being named as a selling securityholder in the Shelf Registration
Statement and related Prospectus.

     The term "Registrable Securities" is defined in the Exchange and
Registration Rights Agreement.



                                    A-2
<PAGE>   26
                                    ELECTION

     The undersigned holder (the "Selling Securityholder") of Registrable
Securities hereby elects to include in the Shelf Registration Statement the
Registrable Securities beneficially owned by it and listed below in Item (3).
The undersigned, by signing and returning this Notice and Questionnaire, agrees
to be bound with respect to such Registrable Securities by the terms and
conditions of this Notice and Questionnaire and the Exchange and Registration
Rights Agreement, including, without limitation, Section 6 of the Exchange and
Registration Rights Agreement, as if the undersigned Selling Securityholder were
an original party thereto.

     Upon any sale of Registrable Securities pursuant to the Shelf Registration
Statement, the Selling Securityholder will be required to deliver to the Company
and Trustee the Notice of Transfer set forth in Appendix A to the Prospectus and
as Exhibit B to the Exchange and Registration Rights Agreement.

     The Selling Securityholder hereby provides the following information to the
Company and represents and warrants that such information is accurate and
complete:


                                       A-3
<PAGE>   27
                                  QUESTIONNAIRE

(1)   (a)   Full Legal Name of Selling Securityholder:

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

      (b)   Full Legal Name of Registered Holder (if not the same as in (a)
            above) of Registrable Securities Listed in Item (3) below:

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

      (c)   Full Legal Name of DTC Participant (if applicable and if not the
            same as (b) above) Through Which Registrable Securities Listed in
            Item (3) below are Held:

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

(2)   Address for Notices to Selling Securityholder:

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

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

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


      Telephone:
                     ----------------

      Fax:
                     ----------------

      Contact Person:
                     ----------------


(3)   Beneficial Ownership of Securities:

     Except as set forth below in this Item (3), the undersigned does not
beneficially own any Securities.

     (a) Principal amount at maturity of Registrable Securities beneficially
         owned:
               ----------------

         CUSIP No(s). of such Registrable Securities:
                                                     ----------------

     (b) Principal amount at maturity of Securities other than Registrable
         Securities beneficially owned:
                                       ----------------

         CUSIP No(s). of such other Securities:
                                               ----------------



                                       A-4
<PAGE>   28
   (c)   Principal amount at maturity of Registrable Securities which the
         undersigned wishes to be included in the Shelf Registration Statement:


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

          CUSIP No(s). of such Registrable Securities to be included in the
          Shelf Registration Statement:
                                       -----------------------------------------

(4)  Beneficial Ownership of Other Securities of the Company:

     Except as set forth below in this Item (4), the undersigned Selling
Securityholder is not the beneficial or registered owner of any other securities
of the Company, other than the Securities listed above in Item (3).

     State any exceptions here:




(5)  Relationships with the Company:

     Except as set forth below, neither the Selling Securityholder nor any of
its affiliates, officers, directors or principal equity holders (5% or more) has
held any position or office or has had any other material relationship with the
Company (or its predecessors or affiliates) during the past three years.

     State any exceptions here:




(6)   Plan of Distribution:

      Except as set forth below, the undersigned Selling Securityholder intends
to distribute the Registrable Securities listed above in Item (3) only as
follows (if at all): Such Registrable Securities may be sold from time to time
directly by the undersigned Selling Securityholder or, alternatively, through
underwriters, broker-dealers or agents. Such Registrable Securities may be sold
in one or more transactions at fixed prices, at prevailing market prices at the
time of sale, at varying prices determined at the time of sale, or at negotiated
prices. Such sales may be effected in transactions (which may involve crosses or
block transactions) (i) on any national securities exchange or quotation service
on which the Registered Securities may be listed or quoted at the time of sale,
(ii) in the over-the-counter market, (iii) in transactions otherwise than on
such exchanges or services or in the over-the-counter market, or (iv) through
the writing of options. In connection with sales of the

                                    A-5
<PAGE>   29
Registrable Securities or otherwise, the Selling Securityholder may enter into
hedging transactions with broker-dealers, which may in turn engage in short
sales of the Registrable Securities in the course of hedging the positions they
assume. The Selling Securityholder may also sell Registrable Securities short
and deliver Registrable Securities to close out such short positions, or loan or
pledge Registrable Securities to broker-dealers that in turn may sell such
securities.



     State any exceptions here:








     By signing below, the Selling Securityholder acknowledges that it
understands its obligation to comply, and agrees that it will comply, with the
provisions of the Exchange Act and the rules and regulations thereunder,
particularly Regulation M (which governs manipulation, stabilization and trading
activity during a distribution of securities).

     In the event that the Selling Securityholder transfers all or any portion
of the Registrable Securities listed in Item (3) above after the date on which
such information is provided to the Company, the Selling Securityholder agrees
to notify the transferee(s) at the time of the transfer of its rights and
obligations under this Notice and Questionnaire and the Exchange and
Registration Rights Agreement.

     By signing below, the Selling Securityholder consents to the disclosure of
the information contained herein in its answers to Items (1) through (6) above
and the inclusion of such information in the Shelf Registration Statement and
related Prospectus. The Selling Securityholder understands that such information
will be relied upon by the Company, and any underwriters in an underwritten
offering of such Selling Securityholder's Registrable Securities listed in
Item(3) above, in connection with the preparation of the Shelf Registration
Statement and related Prospectus.

     In accordance with the Selling Securityholder's obligation under Section
3(d) of the Exchange and Registration Rights Agreement to provide such
information as may be required by law for inclusion in the Shelf Registration
Statement, the Selling Securityholder agrees to promptly notify the Company of
any inaccuracies or changes in the information provided herein which may occur
subsequent to the date hereof at any time while the Shelf Registration Statement
remains in effect. All notices hereunder and

                                    A-6
<PAGE>   30
pursuant to the Exchange and Registration Rights Agreement shall be made in
writing, by hand-delivery, first-class mail, or air courier guaranteeing
overnight delivery as follows:


      (i)   To the Company:

            Allied Waste Industries, Inc.
            15880 North Greenway-Hayden Loop, Suite 100
            Scottsdale, AZ  85260
            Attention: Vice-President-Chief Financial Officer
            (602) 423-2946


      (ii)  With a copy to:

            Fried, Frank, Harris, Shriver & Jacobson
            One New York Plaza
            New York, NY 10004
            Attention: David Golay
            (212) 859-8000

     Once this Notice and Questionnaire is executed by the Selling
Securityholder and received by the Company's counsel, the terms of this Notice
and Questionnaire, and the representations and warranties contained herein,
shall be binding on, shall inure to the benefit of and shall be enforceable by
the respective successors, heirs, personal representatives, and assigns of the
Company and the Selling Securityholder (with respect to the Registrable
Securities beneficially owned by such Selling Securityholder and listed in Item
(3) above. This Agreement shall be governed in all respects by the laws of the
State of New York.


                                       A-7
<PAGE>   31
     IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused
this Notice and Questionnaire to be executed and delivered either in person or
by its duly authorized agent.

Dated:
      ----------------






               ------------------------------------------------------
               Selling Securityholder
               (Print/type full legal name of beneficial
               owner of Registrable Securities)



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




PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON
OR BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY'S COUNSEL AT:


            Fried, Frank, Harris, Shriver & Jacobson
            One New York Plaza
            New York, NY 10004
            Attention: David Golay
            (212) 859-8000

                                       A-8
<PAGE>   32
                                                                       Exhibit B


NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

First Bank National Association
Allied Waste Industries, Inc.
c/o First Bank National Association
First Trust Center
180 East Fifth Street
St. Paul, MN  55101

Attention:  Trust Officer

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


Dear Sirs:

     Please be advised that _____________________ has transferred $___________
aggregate principal amount at maturity of the above-referenced Notes pursuant to
an effective Registration Statement on Form [___] (File No. 333-____) filed by
the Company.

     We hereby certify that the prospectus delivery requirements, if any, of the
Securities Act of 1933, as amended, have been satisfied and that the above-named
beneficial owner of the Notes is named as a "Selling Holder" in the Prospectus
dated ___________, 199_ or in supplements thereto, and that the aggregate
principal amount at maturity of the Notes transferred are the Notes listed in
such Prospectus opposite such owner's name.

Dated:


                        Very truly yours,



                        ------------------------
                        (Name)



                     By:
                        -----------------------
                        (Authorized Signature)



                                       B-1