FIFTH SUPPLEMENTAL INDENTURE


         FIFTH SUPPLEMENTAL INDENTURE, dated as of December 29, 1999 (the "Fifth
Supplemental  Indenture")  among  ALLIED WASTE NORTH  AMERICA,  INC., a Delaware
corporation  (the  "Company"),  having its principal  place of business at 15880
North  Greenway-Hayden  Loop, Suite 100, Scottsdale,  Arizona 85260, and each of
the guarantors  signatory hereto (the "Guarantors") and U.S. Bank Trust National
Association, as trustee (the "Trustee").

                                   WITNESSETH:

         WHEREAS,  the  Company,   Allied  Waste  Industries,   Inc.,  the  sole
stockholder  of the Company  ("Allied"),  and the  subsidiary  guarantors  party
thereto  and the  Trustee  executed  and  delivered  an  Indenture,  dated as of
December 23, 1998 (the "Indenture"),  to provide for the issuance by the Company
from time to time of debt securities evidencing its unsecured  indebtedness (the
"Securities");

         WHEREAS,  pursuant to resolutions  adopted by the Board of Directors of
the Company,  the Company issued (i) $300,000,000  aggregate principal amount of
its 73/8%  Senior  Notes due 2004 (the  "Five-Year  Notes")  pursuant to a First
Supplemental  Indenture,  dated  as of  December  23,  1998,  (ii)  $600,000,000
aggregate  principal  amount of its 75/8% Senior Notes due 2006 (the "Seven-Year
Notes") pursuant to a Second  Supplemental  Indenture,  dated as of December 23,
1998,  and (iii)  $875,000,000  aggregate  principal  amount of its 77/8% Senior
Notes due 2009 (the "Ten-Year Notes" and,  together with the Five-Year Notes and
the Seven-Year Notes, the "Notes") pursuant to a Third  Supplemental  Indenture,
dated as of December 23, 1998 (the  Indenture,  as  supplemented  by the related
Supplemental  Indenture  for the  applicable  series  of Notes,  the  "Indenture
Series");

         WHEREAS,  subsequent to the issuance of the Securities, the Company has
acquired certain other Restricted  Subsidiaries identified on Schedule A hereto,
which are required to guarantee the Company's  obligations  under the Securities
and the Indenture  Series in accordance with the terms of the Securities and the
Indenture Series;

         WHEREAS, each of the Restricted  Subsidiaries identified on Schedules A
hereto (the  "Subsidiary  Guarantors")  has duly  authorized  the  execution and
delivery of this Fifth Supplemental  Indenture to provide for the Guarantees (as
defined in the Indenture Series);

         WHEREAS,  pursuant to  resolutions  adopted by the Board of  Directors,
partners or members,  as the case may be, of each of the Subsidiary  Guarantors,
each of the  Subsidiary  Guarantors  has duly  authorized  the  guarantee of the
Company's obligations under the Securities and the Indenture Series;

         NOW THEREFORE, for and in consideration of the premises, it is mutually
covenanted and agreed, for the equal and proportionate benefit of all Holders of
the Securities or any series thereof, as follows:

                                   ARTICLE ONE
                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

         SECTION 101.      Definitions.
                           -----------

         All  capitalized  terms used herein without  definition  shall have the
meanings specified in the Indenture.

         SECTION 102.      Provisions of General Application.
                           ---------------------------------

         All rules of construction and other  provisions of general  application
set forth in Article  One of the  Indenture  are hereby  incorporated  herein by
reference.

         SECTION 103.      Effectiveness.
                           -------------

         This Fifth  Supplemental  Indenture  shall  become  effective  upon the
effectiveness of the Merger without any further action by the parties hereto.

                                   ARTICLE TWO
                                    GUARANTEE

         SECTION 201.      Senior Guarantee.
                           ----------------

         Each of  Allied  and  the  Subsidiary  Guarantors  hereby  jointly  and
severally  unconditionally  guarantees on a senior basis for the benefit of each
Holder of a Security that has been  authenticated  and delivered by the Trustee,
and for the  benefit  of the  Trustee  on  behalf  of such  Holder,  the due and
punctual  payment of the  principal  of,  premium,  if any, and interest on such
Security  when and as the same  shall  become  due and  payable,  whether at its
Stated  Maturity or following  acceleration,  call for  redemption,  purchase or
otherwise,  in each case in  accordance  with the terms and  conditions  of such
Security,  this Fifth Supplemental  Indenture and the Indenture Series.  Each of
the  Subsidiary  Guarantors  shall  be from  the  effective  date of this  Fifth
Supplemental  Indenture a "Subsidiary  Guarantor" within the meaning and for all
purposes of the Indenture.  In addition,  Allied hereby guarantees to the extent
set forth in the Senior Guarantee endorsed upon each Security for the benefit of
the Holder thereof, the obligations of each Subsidiary Guarantor thereunder.

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                                  ARTICLE THREE
              PARTICULAR REPRESENTATIONS, WARRANTIES AND COVENANTS
                        OF THE COMPANY AND THE GUARANTORS

         SECTION 301.      Authority of the Company.
                           ------------------------

         The Company  represents and warrants that it is duly  authorized  under
the laws of the State of  Delaware  and all other  applicable  laws to  execute,
deliver and perform this Fifth Supplemental Indenture,  and all corporate action
on its part required for the execution,  delivery and  performance of this Fifth
Supplemental Indenture by the Company has been duly and effectively taken.

         SECTION 302.      Authority of the Guarantors.
                           ---------------------------

         Each Guarantor represents and warrants that it is duly authorized under
the laws of the  jurisdiction  of its  incorporation/organization  and all other
applicable  laws  to  execute,  deliver  and  perform  this  Fifth  Supplemental
Indenture,  and all  corporate  or other  action  on its part  required  for the
execution, delivery and performance of this Fifth Supplemental Indenture by such
Guarantor has been duly and effectively taken.

         SECTION 303.      Truth of Recitals and Statements of the Company.
                           -----------------------------------------------

         The  Company  represents  and  warrants  that the  recitals of fact and
statements contained in this Fifth Supplemental Indenture with respect to it are
true and correct in all  material  respects,  and that the  recitals of fact and
statements  contained in all certificates  and other documents  furnished by the
Company  in  connection  herewith  will  be true  and  correct  in all  material
respects.

         SECTION 304.      Truth of Recitals and Statements of the Guarantors.
                           --------------------------------------------------

         Each  Guarantor  represents  and warrants that the recitals of fact and
statements contained in this Fifth Supplemental Indenture with respect to it are
true and correct in all  material  respects,  and that the  recitals of fact and
statements  contained in all certificates and other documents  furnished by such
Guarantor  in  connection  herewith  will be true and  correct  in all  material
respects.

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                                  ARTICLE FOUR
                             CONCERNING THE TRUSTEE

         SECTION 401.      Acceptance of Trusts.
                           --------------------

         The  Trustee  accepts  the trusts  hereunder  and agrees to perform the
same, but only upon the terms and  conditions set forth in the Indenture  Series
and in this Fifth  Supplemental  Indenture,  to all of which the Company and the
Guarantors  agree and the Holders of Securities at any time outstanding by their
acceptance thereof agree.

         SECTION 402.      No Responsibility of the Trustee for Recitals, etc.
                           ---------------------------------------------------

         The  recitals  and  statements  contained  in this  Fifth  Supplemental
Indenture  shall be taken as the recitals and  statements of the Company and the
Guarantors, and the Trustee assumes no responsibility for the correctness of the
same. The Trustee makes no  representations as to the validity or sufficiency of
this Fifth Supplemental Indenture.

                                  ARTICLE FIVE
                            MISCELLANEOUS PROVISIONS

         SECTION 501.      Binding Agreement; Assignments.
                           ------------------------------

         Whenever in this Fifth Supplemental Indenture any of the parties hereto
is referred to, such  reference  shall be deemed to include the  successors  and
assigns of such party;  and all  covenants,  promises  and  agreements  by or on
behalf of each Guarantor that are contained in this Fifth Supplemental Indenture
shall bind and inure to the  benefit of each party  hereto and their  respective
successors and assigns.

         SECTION 502.      Relation to Indenture.
                           ---------------------

         The  provisions  of this  Fifth  Supplemental  Indenture  shall  become
effective  immediately  upon the  execution  and  delivery  hereof.  This  Fifth
Supplemental  Indenture and all the terms and provisions  herein contained shall
form a part of the  Indenture  as fully and with the same  effect as if all such
terms and provisions had been set forth in the Indenture and each and every term
and condition  contained in the Indenture shall apply to this Fifth Supplemental
Indenture  with the same  force and effect as if the same were set forth in full
in this  Fifth  Supplemental  Indenture,  with such  omissions,  variations  and
modifications thereof as may be appropriate to make each such term and condition
consistent  with this Fifth  Supplemental  Indenture.  The  Indenture  is hereby
ratified and confirmed and shall remain and continue in full force and effect in
accordance with the terms and provisions thereof, as supplemented and amended by
this Fifth Supplemental  Indenture and the Indenture and this Fifth Supplemental
Indenture shall be read, taken and construed together as one instrument.

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<PAGE>

         SECTION 503.      Counterparts.
                           ------------

         This  Fifth   Supplemental   Indenture   may  be  executed  in  several
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one instrument.



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<PAGE>



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

                 ALLIED WASTE NORTH AMERICA, INC.


                By:     /s/ G. THOMAS ROCHFORD, JR.
                     --------------------------------
                     Name:  G. Thomas Rochford, Jr.
                     Title: Treasurer


                 ALLIED WASTE INDUSTRIES, INC.

                 for purposes of Article 2 and as Guarantor of the Securities
                 and as Guarantor of the obligations of the Subsidiary
                 Guarantors under the Subsidiary Guarantees


                By:     /s/ G. THOMAS ROCHFORD, JR.
                     --------------------------------
                     Name:  G. Thomas Rochford, Jr.
                     Title: Treasurer




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


                By:     /s/ G. THOMAS ROCHFORD, JR.
                     --------------------------------
                     Name:  G. Thomas Rochford, Jr.
                     Title: Treasurer


                U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee


                By:     /s/ RICHARD H. PROKOSCH
                     --------------------------------
                     Name: Richard H. Prokosch
                     Title: Assistant Vice President




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                                   SCHEDULE A

Name of Subsidiary Guarantor                       State of Organization
----------------------------                       ---------------------
Allied Waste Sycamore Landfill, LLC                Delaware
Beattie's Rubbish Disposal, Inc.                   Massachusetts
BFI Ref-Fuel, Inc.                                 Delaware
Blue Ridge Landfill General Partnership            Kentucky
Browning-Ferris Industries of Milwaukee, Inc       Wisconsin
Brundidge Landfill, LLC                            Delaware
Chilton Landfill, LLC                              Delaware
Cocopah Landfill, Inc.                             Delaware
Copper Mountain Landfill, Inc.                     Delaware
Courtney Ridge Landfill, LLC                       Delaware
Defeo Enterprises, Inc.                            Connecticut
Draw Enterprises Real Estate, L.P.                 Illinois
F.P. McNamara Rubbish Removal, Inc.                Massachusetts
Forest View Landfill, LLC                          Delaware
Giordano Recycling Corp.                           New Jersey
Green Valley Landfill General Partnership          Kentucky
Houston Towers TX, LP                              Delaware
Imperial Landfill, Inc.                            California
Metro Enviro Transfer, LLC                         Delaware
Moorhead Landfill General Partnership              Kentucky
New York Waste Services, Inc.                      New York
Northwest Waste Industries, Inc.                   Washington
Piedmont Trash Services, Inc.                      Virginia
PM Recycling, Inc.                                 Connecticut
Rabanco Companies                                  Washingtion
Regional Disposal Company                          Washington
Recycle Seattle II                                 Washington
Royal Oaks Landfill TX, LP                         Delaware
Saline County Landfill, Inc.                       Illinois
Sangamon Valley Landfill Inc.                      Delaware
Seattle Disposal Company Inc.                      Washington
Taylor Ridge Landfill, Inc.                        Delaware
Tennessee Union County Landfill, Inc.              Delaware
U.S. Disposal II                                   Washington



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