ALLIED WASTE INDUSTRIES INC
EX-10.22
<DOCUMENT>
<TYPE>EX-10.22
<SEQUENCE>23
<FILENAME>p69046exv10w22.txt
<DESCRIPTION>EX-10.22
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.22

                                                                  EXECUTION COPY

                        FOURTEENTH SUPPLEMENTAL INDENTURE

         This FOURTEENTH SUPPLEMENTAL INDENTURE, dated as of April 20, 2004
(this "FOURTEENTH SUPPLEMENTAL INDENTURE"), among ALLIED WASTE NORTH AMERICA,
INC., a corporation duly organized and existing under the laws of the State of
Delaware (the "COMPANY"), having its principal office at 15880 North
Greenway-Hayden Loop, Suite 100, Scottsdale, Arizona 85260, ALLIED WASTE
INDUSTRIES INC., a corporation duly organized and existing under the laws of the
State of Delaware ("ALLIED" or the "PARENT GUARANTOR"), each of the other
GUARANTORS signatory hereto (collectively with the Parent Guarantor, the
"GUARANTORS") and U.S. BANK NATIONAL ASSOCIATION, a national banking
association, as Trustee (the "TRUSTEE").

                                   WITNESSETH:

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

         WHEREAS, pursuant to Board Resolutions (the "RESOLUTIONS"), the Company
has authorized the issuance of $400.0 million of its 7-3/8% Series A Senior
Unsecured Notes Due 2014 (the "SERIES A NOTES") and $400.0 million of its 7-3/8%
Series B Senior Unsecured Notes Due 2014 (the "SERIES B NOTES," and, together
with the Series A Notes, the "NOTES");

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

         WHEREAS, the Company, the Guarantors and the Initial Purchasers entered
into a Registration Rights Agreement, dated as of the date hereof (as such
agreement may be amended, modified or supplemented from time to time, the
"REGISTRATION RIGHTS AGREEMENT") which contemplates (i) the registration with
the Securities and Exchange Commission (the "SEC") of the issuance of the Series
B Notes and (ii) the consummation of an Exchange Offer (defined below) whereby
the Series A Notes may be exchanged for Series B Notes; and

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

                                   ARTICLE I.
                                      TERMS

Section 1.01 TERMS OF THE NOTES.

         The following terms relating to the Notes are hereby established:

         (1)      The Series A Notes shall constitute a series of Securities
having the title "7-3/8% Series A Senior Unsecured Notes Due 2014." The Series B
Notes shall constitute a series of Securities having the title "7-3/8% Series B
Senior Unsecured Notes Due 2014." The Notes shall form their own series for
voting purposes and shall not be part of the same class or series as any other
senior notes issued by the Company.

<PAGE>

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

         (3)      Maturity. The entire outstanding principal of the Notes shall
be payable on April 15, 2014 (the "STATED MATURITY DATE").

         (4)      Interest and Payments. The rate at which the Notes shall bear
interest shall be 7-3/8%. With respect to the Series A Notes, interest shall
accrue from the date hereof. With respect to the Series B Notes, the date from
which interest shall accrue shall be the date on which interest was most
recently paid on the Series A Notes, or if there has been no Interest Payment
Date relating to the Series A Notes prior to the issuance of the Series B Notes,
interest shall accrue from the date hereof. The Interest Payment Dates for the
Notes on which interest will be payable shall be April 15 and October 15 of each
year, beginning October 15, 2004; the Regular Record Dates for the interest
payable on the Notes on any Interest Payment Date shall be April 1 with respect
to the April 15 Interest Payment Date and October 1 with respect to the October
15 Interest Payment Date. Interest on overdue principal and premium, if any,
shall be at a rate of 2% per annum in excess of the rate then in effect;
interest on overdue installments of interest and Special Interest, if any, from
time to time, shall be at the same rate, to the extent lawful; and the basis
upon which interest shall be calculated shall be that of a 360-day year
consisting of twelve 30-day months.

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

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

                  (a)      At any time prior to April 15, 2009, the Company may
         redeem, from time to time, in whole or in part, the Notes upon not less
         than 10 nor more than 60 days' prior notice mailed by first-class mail
         to each Holder's registered address, at a redemption price equal to
         100% of the principal amount of Notes redeemed plus the Applicable
         Premium as of, and accrued and unpaid interest and Special Interest, if
         any, to, but excluding, the Redemption Date, subject to the rights of
         Holders of Notes on the relevant Regular Record Date to receive
         interest due on an Interest Payment Date that is on or prior to the
         Redemption Date.

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<PAGE>

                  (b)      On or after April 15, 2009, the Company may redeem
         all or a part of the Notes upon not less than 10 nor more than 60 days'
         notice, at the redemption prices (expressed as percentages of principal
         amount) set forth below plus accrued and unpaid interest, if any, on
         the Notes redeemed, to the applicable redemption date, if redeemed
         during the twelve-month period beginning on April 15 of the years
         indicated below:

<TABLE>
<CAPTION>
Year                                                                                  Percentage
----                                                                                  ----------
<S>                                                                                   <C>
2009..........................................................................         103.688%
2010..........................................................................         102.458%
2011..........................................................................         101.229%
2012 and thereafter...........................................................         100.000%
</TABLE>

                  (c)      At any time, or from time to time, prior to April 15,
         2007, up to 33-1/3% in aggregate principal amount of the Notes
         originally issued under this Fourteenth Supplemental Indenture shall be
         redeemable, at the option of the Company, from the net proceeds of one
         or more Public Offerings of Capital Stock (other than Redeemable
         Interests) of Allied, at a Redemption Price equal to 107.375% of the
         principal amount thereof, together with accrued but unpaid interest
         (including Special Interest) to the Redemption Date (subject to the
         right of Holders of record on the relevant Regular Record Date to
         receive interest due on an Interest Payment Date that is on or prior to
         the Redemption Date); provided that the notice of redemption with
         respect to any such redemption is mailed within 30 days following the
         closing of the corresponding Public Offering.

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

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

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

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

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

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

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

                  (a)      Asset Dispositions.

                  The Company shall not make, and shall not permit any
         Restricted Subsidiary to make, any Asset Disposition unless: (i) the
         Company (or such Restricted Subsidiary, as the case may be) receives
         consideration at the time of such disposition at least equal to the
         fair

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<PAGE>

         market value of the shares or the assets disposed of, as determined in
         good faith by the Board of Directors for any transaction (or series of
         transactions) involving in excess of $10 million and not involving the
         sale of equipment or other assets specifically contemplated by the
         Company's capital expenditure budget previously approved by the Board
         of Directors; (ii) at least 75% (or any lesser amount as provided
         below) of the consideration received by the Company (or such Restricted
         Subsidiary) consists of (A) cash or readily marketable cash
         equivalents, (B) the assumption of Debt or other liabilities reflected
         on the consolidated balance sheet of the Company and its Restricted
         Subsidiaries in accordance with generally accepted accounting
         principles (excluding Debt or any other liabilities subordinate in
         right of payment to the Notes) and release from all liability on such
         Debt or other liabilities assumed, (C) assets used in, or stock or
         other ownership interests in a Person that upon the consummation of
         such Asset Disposition becomes a Restricted Subsidiary and will be
         principally engaged in, the business of the Company or any of its
         Restricted Subsidiaries as such business is conducted immediately prior
         to such Asset Disposition, (D) any securities, notes or other
         obligations received by the Company or any such Restricted Subsidiary
         from such transferee that are contemporaneously (subject to ordinary
         settlement periods) converted by the Company or such Restricted
         Subsidiary into cash or Cash Equivalents (to the extent of cash and
         Cash Equivalents received), (E) any Designated Noncash Consideration
         received pursuant to this clause (E) that is at the time outstanding,
         not to exceed 15% of Consolidated Total Assets at the time of the
         receipt of such Designated Noncash Consideration (with the fair market
         value of each item of Designated Noncash Consideration being measured
         at the time received and without giving effect to subsequent changes in
         value), or (F) any combination thereof; and (iii) 100% of the Net
         Available Proceeds from such Asset Disposition (including from the sale
         of any marketable cash equivalents received therein) are applied by the
         Company or a Restricted Subsidiary as follows: (A) first, within one
         year from the later of the date of such Asset Disposition or the
         receipt of such Net Available Proceeds, to repayment of Debt of the
         Company or its Restricted Subsidiaries then outstanding under the
         Credit Facility which would require such application or which would
         prohibit payments pursuant to clause (B); (B) second, to the extent Net
         Available Proceeds are not required to be applied as specified in
         clause (A), to purchases of outstanding Notes and other Debt of the
         Company that ranks pari passu in right of payment to the Notes (on a
         pro rata basis based upon the outstanding aggregate principal amount
         thereof) pursuant to an Offer to Purchase (to the extent such an offer
         is not prohibited by the terms of the Credit Facility then in effect)
         at a purchase price equal to 100% of the principal amount thereof plus
         accrued interest to the date of purchase (subject to the rights of
         Holders of record on the relevant Regular Record Date to receive
         interest due on an Interest Payment Date that is on or prior to the
         purchase date); and (C) third, to the extent of any remaining Net
         Available Proceeds following completion of such Offer to Purchase, to
         any other use as determined by the Company which is not otherwise
         prohibited by this Fourteenth Supplemental Indenture and provided
         further that the 75% limitation referred to in clause (ii) above shall
         not apply to any Asset Disposition if the consideration received
         therefrom, as determined in good faith by the Company's Board of
         Directors, is equal to or greater than what the after-tax proceeds
         would have been had the Asset Disposition complied with the
         aforementioned 75% limitation.

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

                                       4
<PAGE>

         (determined by the Board of Directors in good faith) or (ii) to the
         extent the Company elects to redeem the Notes with the Net Available
         Proceeds pursuant to any of the provisions of subsection (5) of this
         Section 1.01.

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

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

                  (b)      Change of Control.

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

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

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

                                       5
<PAGE>

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

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

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

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

                                       6
<PAGE>

         payment shall be promptly mailed or delivered by the Company to the
         Holder thereof. The Company shall publicly announce the results of the
         Offer to Purchase on or as soon as practicable after the Purchase Date.

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

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

                  (d)      Limitation on Consolidated Debt.

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

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

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

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

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

                                       7
<PAGE>

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

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

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

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

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

                  (e)      Limitation on Restricted Payments.

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

                                       8
<PAGE>

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

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

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

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

                  The foregoing covenant shall not be violated by reason of

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

                                       9
<PAGE>

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

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

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

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

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

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

                           (viii)   payments pursuant to the Intercompany
                  Agreements.

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

                  (f)      Limitations Concerning Distributions by Subsidiaries,
         Etc.

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

                                       10
<PAGE>

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

                  (g)      Limitation on Liens.

                  Allied shall not, and the Company shall not, and shall not
         permit any of its Restricted Subsidiaries to, create, Incur, assume or
         otherwise cause or suffer to exist or become effective any Lien (other
         than Permitted Liens) upon any of their property or assets, now owned
         or hereafter acquired (other than, and for so long as the BFI Notes are
         secured by such Collateral, the Collateral subject to the Security
         Agreements, so long as the Debt secured by such Collateral is pari
         passu in right of payment (other than with respect to security) with
         the Notes) to secure Debt of Allied, the Company or any of its
         Restricted Subsidiaries.

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

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

                                       11
<PAGE>

         Officers' Certificate certifying that such Affiliate Transaction
         complies with clause (a) above and that such Affiliate Transaction has
         been approved by a majority of the disinterested members of the Board
         of Directors, or (ii) an opinion as to the fairness to the Company or
         such Restricted Subsidiary, as the case may be, of such Affiliate
         Transaction from a financial point of view issued by an accounting,
         appraisal or investment banking firm of national standing.

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

                  (i)      Provision of Financial Information.

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

                                       12
<PAGE>

         required to comply with such Sections, and (b) if filing such documents
         by the Company (or Allied for so long as the Company is a Wholly-Owned
         Subsidiary of Allied) with the Commission is not permitted under the
         Exchange Act, promptly upon written request supply copies of such
         documents to any prospective Holder.

                  (j)      Unrestricted Subsidiaries.

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

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

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

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

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

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

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

                                       13
<PAGE>

                  "UNPERMITTED DEBT" means any Debt of a Subsidiary of the
                  Company if: (x) a default thereunder (or under any instrument
                  or agreement pursuant to or by which such Debt is issued,
                  secured or evidenced) or any right that the Holders thereof
                  may have to take enforcement action against such Subsidiary or
                  its property or other assets, would permit (whether or not
                  after the giving of notice or the lapse of time or both) the
                  Holders of any Debt of the Company or any other Restricted
                  Subsidiary to declare the same due and payable prior to the
                  date on which it otherwise would have become due and payable
                  or otherwise to take any enforcement action against the
                  Company or any such other Restricted Subsidiary, or (y) such
                  Debt is secured by a Lien on any property or other assets of
                  the Company and any of its other Restricted Subsidiaries.

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

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

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

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

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

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

                                       14
<PAGE>

         paragraph under subsection 12(d) of this Section 1.01, or (y) the
         Consolidated EBITDA Coverage Ratio of the Company or the successor
         entity for the most recently ended four full fiscal quarter period for
         which internal financial statements are available immediately preceding
         the date of such transaction (or series), calculated on a pro forma
         basis as if such transaction (or series) had occurred at the beginning
         of such four full fiscal quarter period, would be no less than such
         Consolidated EBITDA Coverage Ratio, calculated without giving effect to
         such transaction or series or any other transactions (or series) that
         is subject to the provisions of the Indenture described in this
         paragraph and that occurred after the date that is twelve months before
         the date of such transaction (or series);

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

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

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

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

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

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

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

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

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

                                       15
<PAGE>

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

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

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

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

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

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

         (21)     For all purposes, the Series A Notes and the Series B Notes
shall be treated as one series of Securities under this Fourteenth Supplemental
Indenture.

Section 1.02 FORMS.

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

         (2)      Attached hereto as Exhibit B is a true and correct copy of a
specimen certificate of transfer.

         (3)      Attached hereto as Exhibit C is a true and correct copy of a
specimen certificate of exchange.

         (4)      Attached hereto as Exhibit D is a true and correct copy of a
specimen certificate from acquiring institutional accredited investor.

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

                                  ARTICLE II.
                              TRANSFER AND EXCHANGE

Section 2.01 GENERAL.

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

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

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

                                       16
<PAGE>

express provisions of this Fourteenth Supplemental Indenture, the provisions of
this Fourteenth Supplemental Indenture shall govern and be controlling.

         (b)      Global Notes. Notes issued in global form shall be
substantially in the form of Exhibit A attached hereto (including the Global
Note Legend thereon and the "Schedule of Exchanges of Interests in the Global
Note" attached thereto). Notes issued in definitive form shall be substantially
in the form of Exhibit A attached hereto (but without the Global Note Legend
thereon and without the "Schedule of Exchanges of Interests in the Global Note"
attached thereto). Each Global Note shall represent such of the outstanding
Notes as shall be specified therein and each shall provide that it shall
represent the aggregate principal amount of outstanding Notes from time to time
endorsed thereon and that the aggregate principal amount of outstanding Notes
represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions. Any endorsement of a Global
Note to reflect the amount of any increase or decrease in the aggregate
principal amount of outstanding Notes represented thereby shall be made by the
Trustee or the Custodian, at the direction of the Trustee, in accordance with
instructions given by the Holder thereof as required by Section 2.02 of this
Fourteenth Supplemental Indenture.

Section 2.02 REGISTRATION, TRANSFER AND EXCHANGE.

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

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

         (b)      Transfer and Exchange of Beneficial Interests in the Global
Notes. The transfer and exchange of beneficial interests in the Global Notes
shall be effected through the Depositary, in accordance with the provisions of
this Fourteenth Supplemental Indenture and the Applicable Procedures. Beneficial
interests in the Restricted Global Notes shall be subject to restrictions on
transfer comparable to those set forth in this Fourteenth Supplemental Indenture
to the extent required by the Securities Act. Transfers of beneficial interests
in the Global Notes also shall require compliance with either subparagraph (i)
or (ii) below, as applicable, as well as one or more of the other following
subparagraphs, as applicable:

                                       17
<PAGE>

                  (i)      Transfer of Beneficial Interests in the Same Global
         Note. Beneficial interests in any Restricted Global Note may be
         transferred to Persons who take delivery thereof in the form of a
         beneficial interest in the same Restricted Global Note in accordance
         with the transfer restrictions set forth in the Private Placement
         Legend; provided, however, that prior to the expiration of the
         Restricted Period, transfers of beneficial interests in the Regulation
         S Global Note may not be made to a U.S. Person or for the account or
         benefit of a U.S. Person (other than an Initial Purchaser.) Beneficial
         interests in any Unrestricted Global Note may be transferred to Persons
         who take delivery thereof in the form of a beneficial interest in an
         Unrestricted Global Note. No written orders or instructions shall be
         required to be delivered to the Registrar to effect the transfers
         described in this Section 2.02(b)(i).

                  (ii)     All Other Transfers and Exchanges of Beneficial
         Interests in Global Notes. In connection with all transfers and
         exchanges of beneficial interests that are not subject to Section
         2.02(b)(i) above, the transferor of such beneficial interest must
         deliver to the Registrar either (A)(1) a written order from a
         Participant or an Indirect Participant given to the Depositary in
         accordance with the Applicable Procedures directing the Depositary to
         credit or cause to be credited a beneficial interest in another Global
         Note in an amount equal to the beneficial interest to be transferred or
         exchanged and (2) instructions given in accordance with the Applicable
         Procedures containing information regarding the Participant account to
         be credited with such increase or (B)(1) a written order from a
         Participant or an Indirect Participant given to the Depositary in
         accordance with the Applicable Procedures directing the Depositary to
         cause to be issued a Definitive Note in an amount equal to the
         beneficial interest to be transferred or exchanged and (2) instructions
         given by the Depositary to the Registrar containing information
         regarding the Person in whose name such Definitive Note shall be
         registered to effect the transfer or exchange referred to in (1) above.
         Upon consummation of an Exchange Offer by the Company in accordance
         with Section 2.02(f) of this Fourteenth Supplemental Indenture, the
         requirements of this Section 2.02(b)(ii) shall be deemed to have been
         satisfied upon receipt by the Registrar of the instructions contained
         in the Letter of Transmittal delivered by the Holder of such beneficial
         interests in the Restricted Global Notes. Upon satisfaction of all of
         the requirements for transfer or exchange of beneficial interests in
         Global Notes contained in this Fourteenth Supplemental Indenture and
         the Notes or otherwise applicable under the Securities Act, the Trustee
         shall adjust the principal amount of the relevant Global Note(s)
         pursuant to Section 2.02(h) of this Fourteenth Supplemental Indenture.

                  (iii)    Transfer of Beneficial Interests to Another
         Restricted Global Note. A beneficial interest in any Restricted Global
         Note may be transferred to a Person who takes delivery thereof in the
         form of a beneficial interest in another Restricted Global Note if the
         transfer complies with the requirements of Section 2.02(b)(ii) above
         and the Registrar receives the following:

                           (A)      if the transferee will take delivery in the
                  form of a beneficial interest in the 144A Global Note, then
                  the transferor must deliver a certificate in the form of
                  Exhibit B hereto, including the certifications in item (1)
                  thereof;

                           (B)      if the transferee will take delivery in the
                  form of a beneficial interest in the Regulation S Global Note,
                  then the transferor must deliver a certificate in the form of
                  Exhibit B hereto, including the certifications in item (2)
                  thereof; and

                                       18
<PAGE>

                           (C)      if the transferee will take delivery in the
                  form of a beneficial interest in the IAI Global Note, then the
                  transferor must deliver a certificate in the form of Exhibit B
                  hereto, including the certifications and certificates and
                  Opinion of Counsel required by item (3) thereof, if
                  applicable.

                  (iv)     Transfer and Exchange of Beneficial Interests in a
         Restricted Global Note for Beneficial Interests in the Unrestricted
         Global Note. A beneficial interest in any Restricted Global Note may be
         exchanged by any Holder thereof for a beneficial interest in an
         Unrestricted Global Note or transferred to a Person who takes delivery
         thereof in the form of a beneficial interest in an Unrestricted Global
         Note if the exchange or transfer complies with the requirements of
         Section 2.02(b)(ii) above and:

                           (A)      such exchange or transfer is effected
                  pursuant to the Exchange Offer in accordance with the
                  applicable Registration Rights Agreement and the Holder of the
                  beneficial interest to be transferred, in the case of an
                  exchange, or the transferee, in the case of a transfer,
                  certifies in the applicable Letter of Transmittal that it is
                  not (1) a broker-dealer, (2) a Person participating in the
                  distribution of the Exchange Notes or (3) a Person who is an
                  affiliate (as defined in Rule 144) of the Company;

                           (B)      such transfer is effected pursuant to a
                  Shelf Registration Statement in accordance with the applicable
                  Registration Rights Agreement;

                           (C)      such transfer is effected by a Broker-Dealer
                  pursuant to an Exchange Offer Registration Statement in
                  accordance with the applicable Registration Rights Agreement;
                  or

                           (D)      the Registrar receives the following:

                                    (1) if the Holder of such beneficial
                           interest in a Restricted Global Note proposes to
                           exchange such beneficial interest for a beneficial
                           interest in an Unrestricted Global Note, a
                           certificate from such Holder in the form of Exhibit C
                           hereto, including the certifications in item (1)(a)
                           thereof; or

                                    (2) if the Holder of such beneficial
                           interest in a Restricted Global Note proposes to
                           transfer such beneficial interest to a Person who
                           shall take delivery thereof in the form of a
                           beneficial interest in an Unrestricted Global Note, a
                           certificate from such Holder in the form of Exhibit B
                           hereto, including the certifications in item (4)
                           thereof;

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests or if the Applicable Procedures so
                  require, an Opinion of Counsel in form reasonably acceptable
                  to the Registrar to the effect that such exchange or transfer
                  is in compliance with the Securities Act and that the
                  restrictions on transfer contained in this Fourteenth
                  Supplemental Indenture and in the Private Placement Legend are
                  no longer required in order to maintain compliance with the
                  Securities Act.

         If any such transfer is effected pursuant to subparagraph (B) or (D)
above at a time when an Unrestricted Global Note has not yet been issued, the
Company shall issue and, upon receipt of an Authentication Order in accordance
with Section 3.3 of the Indenture, the Trustee shall authenticate one

                                       19
<PAGE>

or more Unrestricted Global Notes in an aggregate principal amount equal to the
aggregate principal amount of beneficial interests transferred pursuant to
subparagraph (B) or (D) above.

         Beneficial interests in an Unrestricted Global Note cannot be exchanged
for, or transferred to Persons who take delivery thereof in the form of, a
beneficial interest in a Restricted Global Note.

         (c)      Transfer or Exchange of Beneficial Interests for Definitive
Notes.

                  (i)      Beneficial Interests in Restricted Global Notes to
         Restricted Definitive Notes. If any Holder of a beneficial interest in
         a Restricted Global Note proposes to exchange such beneficial interest
         for a Restricted Definitive Note or to transfer such beneficial
         interest to a Person who takes delivery thereof in the form of a
         Restricted Definitive Note, then, upon receipt by the Registrar of the
         following documentation:

                           (A)      if the Holder of such beneficial interest in
                  a Restricted Global Note proposes to exchange such beneficial
                  interest for a Restricted Definitive Note, a certificate from
                  such Holder in the form of Exhibit C hereto, including the
                  certifications in item (2)(a) thereof;

                           (B)      if such beneficial interest is being
                  transferred to a QIB in accordance with Rule 144A under the
                  Securities Act, a certificate to the effect set forth in
                  Exhibit B hereto, including the certifications in item (1)
                  thereof;

                           (C)      if such beneficial interest is being
                  transferred to a Non-U.S. Person in an offshore transaction in
                  accordance with Rule 903 or Rule 904 under the Securities Act,
                  a certificate to the effect set forth in Exhibit B hereto,
                  including the certifications in item (2) thereof;

                           (D)      if such beneficial interest is being
                  transferred pursuant to an exemption from the registration
                  requirements of the Securities Act in accordance with Rule 144
                  under the Securities Act, a certificate to the effect set
                  forth in Exhibit B hereto, including the certifications in
                  item (3)(a) thereof;

                           (E)      if such beneficial interest is being
                  transferred to an Institutional Accredited Investor in
                  reliance on an exemption from the registration requirements of
                  the Securities Act other than those listed in subparagraphs
                  (B) through (D) above, a certificate to the effect set forth
                  in Exhibit B hereto, including the certifications,
                  certificates and Opinion of Counsel required by item (3)
                  thereof, if applicable;

                           (F)      if such beneficial interest is being
                  transferred to the Company or any of its Subsidiaries, a
                  certificate to the effect set forth in Exhibit B hereto,
                  including the certifications in item (3)(b) thereof; or

                           (G)      if such beneficial interest is being
                  transferred pursuant to an effective registration statement
                  under the Securities Act, a certificate to the effect set
                  forth in Exhibit B hereto, including the certifications in
                  item (3)(c) thereof,

         the Trustee shall cause the aggregate principal amount of the
         applicable Global Note to be reduced accordingly pursuant to Section
         2.02(h) of this Fourteenth Supplemental Indenture, and the Company
         shall execute and the Trustee shall authenticate and deliver to the
         Person designated in the instructions a Restricted Definitive Note in
         the appropriate

                                       20
<PAGE>

         principal amount. Any Restricted Definitive Note issued in exchange for
         a beneficial interest in a Restricted Global Note pursuant to this
         Section 2.02(c) shall be registered in such name or names and in such
         authorized denomination or denominations as the Holder of such
         beneficial interest shall instruct the Registrar through instructions
         from the Depositary and the Participant or Indirect Participant. The
         Trustee shall deliver such Restricted Definitive Notes to the Persons
         in whose names such Notes are so registered. Any Restricted Definitive
         Note issued in exchange for a beneficial interest in a Restricted
         Global Note pursuant to this Section 2.02(c)(i) shall bear the Private
         Placement Legend and shall be subject to all restrictions on transfer
         contained therein.

                  (ii)     Beneficial Interests in Restricted Global Notes to
         Unrestricted Definitive Notes. A Holder of a beneficial interest in a
         Restricted Global Note may exchange such beneficial interest for an
         Unrestricted Definitive Note or may transfer such beneficial interest
         to a Person who takes delivery thereof in the form of an Unrestricted
         Definitive Note only if:

                           (A)      such exchange or transfer is effected
                  pursuant to an Exchange Offer in accordance with the
                  applicable Registration Rights Agreement and the Holder of
                  such beneficial interest, in the case of an exchange, or the
                  transferee, in the case of a transfer, certifies in the
                  applicable Letter of Transmittal that it is not (1) a
                  broker-dealer, (2) a Person participating in the distribution
                  of the Exchange Notes or (3) a Person who is an affiliate (as
                  defined in Rule 144) of the Company;

                           (B)      such transfer is effected pursuant to a
                  Shelf Registration Statement in accordance with the applicable
                  Registration Rights Agreement;

                           (C)      such transfer is effected by a Broker-Dealer
                  pursuant to the Exchange Offer Registration Statement in
                  accordance with the Registration Rights Agreement; or

                           (D)      the Registrar receives the following:

                                    (1)      if the Holder of such beneficial
                           interest in a Restricted Global Note proposes to
                           exchange such beneficial interest for a Definitive
                           Note that does not bear the Private Placement Legend,
                           a certificate from such Holder in the form of Exhibit
                           C hereto, including the certifications in item (1)(b)
                           thereof; or

                                    (2)      if the Holder of such beneficial
                           interest in a Restricted Global Note proposes to
                           transfer such beneficial interest to a Person who
                           shall take delivery thereof in the form of a
                           Definitive Note that does not bear the Private
                           Placement Legend, a certificate from such Holder in
                           the form of Exhibit B hereto, including the
                           certifications in item (4) thereof;

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests or if the Applicable Procedures so
                  require, an Opinion of Counsel in form reasonably acceptable
                  to the Registrar to the effect that such exchange or transfer
                  is in compliance with the Securities Act and that the
                  restrictions on transfer contained in this Fourteenth
                  Supplemental Indenture herein and in the Private Placement
                  Legend are no longer required in order to maintain compliance
                  with the Securities Act.

                                       21
<PAGE>

         If any such transfer is effected pursuant to subparagraph (B) or (D)
above at a time when an Unrestricted Global Note has not yet been issued, the
Company shall issue and, upon receipt of an Authentication Order in accordance
with Section 3.3 of the Indenture, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the
aggregate principal amount of beneficial interests transferred pursuant to
subparagraph (B) or (D) above.

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

         (d)      Transfer and Exchange of Definitive Notes for Beneficial
Interests.

                  (i)      Restricted Definitive Notes to Beneficial Interests
         in Restricted Global Notes. If any Holder of a Restricted Definitive
         Note proposes to exchange such Note for a beneficial interest in a
         Restricted Global Note or to transfer such Restricted Definitive Notes
         to a Person who takes delivery thereof in the form of a beneficial
         interest in a Restricted Global Note, then, upon receipt by the
         Registrar of the following documentation:

                           (A)      if the Holder of such Restricted Definitive
                  Note proposes to exchange such Note for a beneficial interest
                  in a Restricted Global Note, a certificate from such Holder in
                  the form of Exhibit C hereto, including the certifications in
                  item (2)(b) thereof;

                           (B)      if such Restricted Definitive Note is being
                  transferred to a QIB in accordance with Rule 144A under the
                  Securities Act, a certificate to the effect set forth in
                  Exhibit B hereto, including the certifications in item (1)
                  thereof;

                           (C)      if such Restricted Definitive Note is being
                  transferred to a Non-U.S. Person in an offshore transaction in
                  accordance with Rule 903 or Rule 904 under the Securities Act,
                  a certificate to the effect set forth in Exhibit B hereto,
                  including the certifications in item (2) thereof;

                           (D)      if such Restricted Definitive Note is being
                  transferred pursuant to an exemption from the registration
                  requirements of the Securities Act in accordance with Rule 144
                  under the Securities Act, a certificate to the effect set
                  forth in Exhibit B hereto, including the certifications in
                  item (3)(a) thereof;

                                       22
<PAGE>

                           (E)      if such Restricted Definitive Note is being
                  transferred to an Institutional Accredited Investor in
                  reliance on an exemption from the registration requirements of
                  the Securities Act other than those listed in subparagraphs
                  (B) through (D) above, a certificate to the effect set forth
                  in Exhibit B hereto, including the certifications,
                  certificates and Opinion of Counsel required by item (3)
                  thereof, if applicable;

                           (F)      if such Restricted Definitive Note is being
                  transferred to the Company or any of its Subsidiaries, a
                  certificate to the effect set forth in Exhibit B hereto,
                  including the certifications in item (3)(b) thereof; or

                           (G)      if such Restricted Definitive Note is being
                  transferred pursuant to an effective registration statement
                  under the Securities Act, a certificate to the effect set
                  forth in Exhibit B hereto, including the certifications in
                  item (3)(c) thereof,

         the Trustee shall cancel the Restricted Definitive Note, increase or
         cause to be increased the aggregate principal amount of, in the case of
         clause (A) above, the appropriate Restricted Global Note, in the case
         of clause (B) above, the 144A Global Note, in the case of clause (C)
         above, the Regulation S Global Note, and in all other cases, the IAI
         Global Note.

                  (ii)     Restricted Definitive Notes to Beneficial Interests
         in Unrestricted Global Notes. A Holder of a Restricted Definitive Note
         may exchange such Note for a beneficial interest in an Unrestricted
         Global Note or transfer such Restricted Definitive Note to a Person who
         takes delivery thereof in the form of a beneficial interest in an
         Unrestricted Global Note only if:

                           (A)      such exchange or transfer is effected
                  pursuant to the Exchange Offer in accordance with the
                  applicable Registration Rights Agreement and the Holder, in
                  the case of an exchange, or the transferee, in the case of a
                  transfer, certifies in the applicable Letter of Transmittal
                  that it is not (1) a broker-dealer, (2) a Person participating
                  in the distribution of the Exchange Notes or (3) a Person who
                  is an affiliate (as defined in Rule 144) of the Company;

                           (B)      such transfer is effected pursuant to a
                  Shelf Registration Statement in accordance with the applicable
                  Registration Rights Agreement;

                           (C)      such transfer is effected by a Broker-Dealer
                  pursuant to an Exchange Offer Registration Statement in
                  accordance with the applicable Registration Rights Agreement;
                  or

                           (D)      the Registrar receives the following:

                                    (1)      if the Holder of such Definitive
                           Notes proposes to exchange such Notes for a
                           beneficial interest in the Unrestricted Global Note,
                           a certificate from such Holder in the form of Exhibit
                           C hereto, including the certifications in item (1)(c)
                           thereof; or

                                    (2)      if the Holder of such Definitive
                           Notes proposes to transfer such Notes to a Person who
                           shall take delivery thereof in the form of a
                           beneficial interest in the Unrestricted Global Note,
                           a certificate from

                                       23
<PAGE>

                           such Holder in the form of Exhibit B hereto,
                           including the certifications in item (4) thereof;

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests or if the Applicable Procedures so
                  require, an Opinion of Counsel in form reasonably acceptable
                  to the Registrar to the effect that such exchange or transfer
                  is in compliance with the Securities Act and that the
                  restrictions on transfer contained in this Fourteenth
                  Supplemental Indenture and in the Private Placement Legend are
                  no longer required in order to maintain compliance with the
                  Securities Act.

                  Upon satisfaction of the conditions of any of the
         subparagraphs in this Section 2.02(d)(ii), the Trustee shall cancel the
         Definitive Notes and increase or cause to be increased the aggregate
         principal amount of the Unrestricted Global Note.

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

                  If any such exchange or transfer from an Unrestricted
         Definitive Note or a Restricted Definitive Note, as the case may be, to
         a beneficial interest is effected pursuant to subparagraphs (ii)(B),
         (ii)(D) or (iii) above at a time when an Unrestricted Global Note has
         not yet been issued, the Company shall issue and, upon receipt of an
         Authentication Order in accordance with Section 3.3 of the Indenture,
         the Trustee shall authenticate one or more Unrestricted Global Notes in
         an aggregate principal amount equal to the principal amount of
         Unrestricted Definitive Notes or Restricted Definitive Notes, as the
         case may be, so transferred.

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

                  (i)      Restricted Definitive Notes to Restricted Definitive
         Notes. Any Restricted Definitive Note may be transferred to and
         registered in the name of Persons who take delivery thereof in the form
         of a Restricted Definitive Note if the Registrar receives the
         following:

                           (A)      if the transfer will be made pursuant to
                  Rule 144A under the Securities Act, then the transferor must
                  deliver a certificate in the form of Exhibit B hereto,
                  including the certifications in item (1) thereof;

                                       24
<PAGE>

                           (B)      if the transfer will be made pursuant to
                  Rule 903 or Rule 904, then the transferor must deliver a
                  certificate in the form of Exhibit B hereto, including the
                  certifications in item (2) thereof; and

                           (C)      if the transfer will be made pursuant to any
                  other exemption from the registration requirements of the
                  Securities Act, then the transferor must deliver a certificate
                  in the form of Exhibit B hereto, including the certifications,
                  certificates and Opinion of Counsel required by item (3)
                  thereof, if applicable.

                  (ii)     Restricted Definitive Notes to Unrestricted
         Definitive Notes. Any Restricted Definitive Note may be exchanged by
         the Holder thereof for an Unrestricted Definitive Note or transferred
         to a Person or Persons who take delivery thereof in the form of an
         Unrestricted Definitive Note if:

                           (A)      such exchange or transfer is effected
                  pursuant to an Exchange Offer in accordance with the
                  applicable Registration Rights Agreement and the Holder, in
                  the case of an exchange, or the transferee, in the case of a
                  transfer, certifies in the applicable Letter of Transmittal
                  that it is not (1) a broker-dealer, (2) a Person participating
                  in the distribution of the Exchange Notes or (3) a Person who
                  is an affiliate (as defined in Rule 144) of the Company;

                           (B)      any such transfer is effected pursuant to a
                  Shelf Registration Statement in accordance with the applicable
                  Registration Rights Agreement;

                           (C)      any such transfer is effected by a
                  Broker-Dealer pursuant to an Exchange Offer Registration
                  Statement in accordance with the applicable Registration
                  Rights Agreement; or

                           (D)      the Registrar receives the following:

                                    (1)      if the Holder of such Restricted
                           Definitive Notes proposes to exchange such Notes for
                           an Unrestricted Definitive Note, a certificate from
                           such Holder in the form of Exhibit C hereto,
                           including the certifications in item (1)(d) thereof;
                           or

                                    (2)      if the Holder of such Restricted
                           Definitive Notes proposes to transfer such Notes to a
                           Person who shall take delivery thereof in the form of
                           an Unrestricted Definitive Note, a certificate from
                           such Holder in the form of Exhibit B hereto,
                           including the certifications in item (4) thereof;

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests, an Opinion of Counsel in form
                  reasonably acceptable to the Company to the effect that such
                  exchange or transfer is in compliance with the Securities Act
                  and that the restrictions on transfer contained in this
                  Fourteenth Supplemental Indenture and in the Private Placement
                  Legend are no longer required in order to maintain compliance
                  with the Securities Act.

                  (iii)    Unrestricted Definitive Notes to Unrestricted
         Definitive Notes. A Holder of Unrestricted Definitive Notes may
         transfer such Notes to a Person who takes delivery thereof in the form
         of an Unrestricted Definitive Note. Upon receipt of a request to
         register such a transfer,

                                       25
<PAGE>

         the Registrar shall register the Unrestricted Definitive Notes pursuant
         to the instructions from the Holder thereof.

         (f)      Exchange Offer. Upon the occurrence of an Exchange Offer in
accordance with the applicable Registration Rights Agreement, the Company shall
issue and, upon receipt of an Authentication Order in accordance with Section
3.3, the Trustee shall authenticate (i) one or more Unrestricted Global Notes in
an aggregate principal amount equal to the principal amount of the beneficial
interests in the Restricted Global Notes tendered for acceptance by Persons that
certify in the applicable Letters of Transmittal that (x) they are not
broker-dealers, (y) they are not participating in a distribution of the Exchange
Notes and (z) they are not affiliates (as defined in Rule 144) of the Company,
and accepted for exchange in an Exchange Offer and (ii) Definitive Notes in an
aggregate principal amount equal to the principal amount of the Restricted
Definitive Notes accepted for exchange in an Exchange Offer. Concurrently with
the issuance of such Notes, the Trustee shall cause the aggregate principal
amount of the applicable Restricted Global Notes to be reduced accordingly, and
the Company shall execute and the Trustee shall authenticate and deliver to the
Persons designated by the Holders of Restricted Definitive Notes so accepted
Unrestricted Definitive Notes in the appropriate principal amount.

         (g)      Legends. The following legends shall appear on the face of all
Global Notes and Definitive Notes issued under this Fourteenth Supplemental
Indenture unless specifically stated otherwise in the applicable provisions of
this Fourteenth Supplemental Indenture.

                  (i)      Private Placement Legend.

                           (A)      Except as permitted by subparagraph (B)
                  below, each Global Note and each Definitive Note (and all
                  Notes issued in exchange therefor or substitution thereof)
                  shall bear the legend in substantially the following form:

                           "THIS NOTE (OR ITS PREDECESSORS) WAS ORIGINALLY
                  ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE
                  UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT"),
                  AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE
                  TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
                  APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS
                  HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON
                  THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
                  SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

                           THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE
                  COMPANY THAT (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR
                  OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A
                  PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
                  INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
                  SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF
                  RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE
                  TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES
                  ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
                  THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
                  AVAILABLE), (IV) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A
                  TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
                  SECURITIES ACT OR

                                       26
<PAGE>

                  (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
                  SECURITIES ACT, IN EACH OF CASES (I) THROUGH (V) IN ACCORDANCE
                  WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
                  STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS
                  REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE
                  RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE."

                           (B)      Notwithstanding the foregoing, any Global
                  Note or Definitive Note issued pursuant to subparagraphs
                  (b)(iv), (c)(ii), (c)(iii), (d)(ii), (d)(iii), (e)(ii),
                  (e)(iii) or (f) to this Section 2.02 (and all Notes issued in
                  exchange therefor or substitution thereof) shall not bear the
                  Private Placement Legend.

                  (ii)     Global Note Legend. Each Global Note shall bear a
         legend in substantially the following form:

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

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

         (i)      General Provisions Relating to Transfers and Exchanges.

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

                  (ii)     No service charge shall be made to a Holder of a
         beneficial interest in a Global Note or to a Holder of a Definitive
         Note for any registration of transfer or

                                       27
<PAGE>

         exchange, but the Company may require payment of a sum sufficient to
         cover any transfer tax or similar governmental charge payable in
         connection therewith (other than any such transfer taxes or similar
         governmental charge payable upon exchange or transfer pursuant to
         Sections 3.4, 8.6 and 11.7 of the Indenture and subsections 12(a) and
         12(b) of Section 1.01 of this Fourteenth Supplemental Indenture).

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

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

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

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

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

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

                                  ARTICLE III.
                                   DEFINITIONS

Section 3.01 ADDITIONAL DEFINITIONS.

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

                  "144A GLOBAL NOTE" means a global note substantially in the
         form of Exhibit A hereto bearing the Global Note Legend and the Private
         Placement Legend and deposited with or on behalf of, and registered in
         the name of, the Depositary or its nominee that shall be issued in a
         denomination equal to the outstanding principal amount of the Notes
         sold in reliance on Rule 144A.

                                       28
<PAGE>

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

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

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

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

                  "APPLICABLE PREMIUM" means, with respect to any Note on any
         redemption date, the excess of:

                  (a) the present value at such redemption date of (i) the
         redemption price of the Note at April 15, 2009 (such redemption price
         being set forth in the table appearing above under Section 1.01(5)(b))
         plus (ii) all required interest payments due on the note through April
         15, 2009 (excluding accrued but unpaid interest on the redemption
         date), computed using a discount rate equal to the Treasury Rate as of
         such redemption date plus 50 basis points; over

                  (b) the principal amount of the Note.

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

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

                                       29
<PAGE>

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

                  "BFI " means Browning-Ferris Industries, Inc.

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

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

                  "BROKER-DEALER" has the meaning set forth in the Registration
         Rights Agreement.

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

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

                  "CASH EQUIVALENTS" means (i) United States dollars, (ii)
         securities either issued directly or fully guaranteed or insured by the
         government of the United States of America or any agency or
         instrumentality thereof having maturities of not more than one year,
         (iii) time deposits and certificates of deposit, demand deposits and
         banker's acceptances having maturities of not more than one year from
         the date of deposit, of any domestic commercial bank having capital and
         surplus in excess of $500 million, (iv) demand deposits made in the
         ordinary course of business and consistent with the Company's customary
         cash management policy in any domestic office of any commercial bank
         organized under the laws of the United States of America or any State
         thereof, (v) insured deposits issued by commercial banks of the type
         described in clause (iv) above, (vi) mutual funds whose investment
         guidelines restrict such funds' investments primarily to those
         satisfying the provisions of clauses (i) through (iii) above, (vii)
         repurchase obligations with a term of not more than 90 days for
         underlying securities of the types described in clauses (ii) and (iii)

                                       30
<PAGE>

         above entered into with any bank meeting the qualifications specified
         in clause (iii) above and (viii) commercial paper (other than
         commercial paper issued by an Affiliate or Related Person) rated A-1 or
         the equivalent thereof by Standard & Poor's Ratings Group or P-1 or the
         equivalent thereof by Moody's Investors Services, Inc., and in each
         case maturing within 360 days.

                  "COLLATERAL" means:

                  (i) all of the Capital Stock of substantially all of BFI's
         domestic Restricted Subsidiaries;

                  (ii) 65% of the Capital Stock of BFI's foreign Restricted
         Subsidiaries; and

                  (iii) all tangible and intangible assets (other than real
         property) currently owned by BFI and substantially all of its domestic
         Restricted Subsidiaries and certain tangible and intangible assets of
         certain of our other wholly-owned subsidiaries.

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

                  "COMPARABLE TREASURY ISSUE" means, with respect to the Notes,
         on any date the United States Treasury security selected by an
         Independent Investment Banker as having a maturity comparable to the
         remaining term of such Notes on such date that would be utilized, at
         the time of selection and in accordance with customary financial
         practice, in pricing new issues of corporate debt securities of a
         maturity comparable to the remaining term of the Notes on such date.
         "Independent Investment Banker" means Citigroup Global Markets Inc., or
         if such firm is unwilling or unable to select the Comparable Treasury
         Issue, an independent investment banking institution of national
         standing appointed by the Trustee.

                  "COMPARABLE TREASURY PRICE" means, with respect to any
         Redemption Date for any issue of Notes,

                  (i)      the average of the bid and asked prices for the
         Comparable Treasury Issue (expressed in each case as a percentage of
         its principal amount) on the third business day preceding such
         Redemption Date, as set forth in the daily statistical release (or any
         successor release) published by the Federal Reserve Bank of New York
         and designated "Composite 3:30 p.m. Quotations for U.S. Government
         Securities" or

                  (ii)     if such release (or any successor release) is not
         published or does not contain such prices on such business day:

                         (a)      the average of the Reference Treasury Dealer
                         Quotations for such Redemption Date after excluding
                         the highest and lowest such Reference Treasury Dealer
                         Quotations, or

                         (b)      if the Trustee obtains fewer than four such
                         Reference Treasury Dealer Quotations, the average of
                         all such quotations.

                                       31
<PAGE>

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

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

                                       32
<PAGE>

         savings with respect to such Acquired Business shall be deemed to have
         been taken on the first day of the period for which Consolidated EBITDA
         is being determined (with the intent that such cost savings be
         effectively annualized by extrapolation from the demonstrated cost
         savings since the related acquisition date).

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

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

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

                  "CONSOLIDATED SUBSIDIARIES" of any Person means all other
         Persons that would be accounted for as consolidated Persons in such
         Person's financial statements in accordance

                                       33
<PAGE>

         with generally accepted accounting principles; provided, however, that,
         for any particular period during which any Subsidiary of such Person
         was an Unrestricted Subsidiary, "Consolidated Subsidiaries" shall
         exclude such Subsidiary for such period (or portion thereof) during
         which it was an Unrestricted Subsidiary.

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

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

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

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

                  "CREDIT FACILITY" means the Credit Agreement, dated July 21,
         1999, as amended and restated as of August 20, 2003, as further amended
         and restated as of November 20, 2003, and as further amended and
         restated as of March 30, 2004, among the Company, Allied, certain
         lenders party thereto, and JPMorgan Chase Bank, as Administrative Agent
         and Collateral Agent, and Citicorp North America, Inc., as Syndication
         Agent, as amended, or any bank credit agreement that replaces, amends,
         supplements, restates or renews such Credit Facility.

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

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

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

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

                  "EXCEPTED DISPOSITION" means a transfer, conveyance, sale,
         lease or other disposition by the Company or any Restricted Subsidiary
         of any asset of the Company or any

                                       34
<PAGE>

         Restricted Subsidiary the fair market value of which itself does not
         exceed 2.5% of Consolidated Total Assets of the Company and which in
         the aggregate with all other assets disposed of in Excepted
         Dispositions in any fiscal year does not exceed 5% of Consolidated
         Total Assets of the Company.

                  "EXCHANGE NOTES" means the Notes issued in the Exchange Offer
         pursuant to Section 2.02(f) of this Fourteenth Supplemental Indenture.

                  "EXCHANGE OFFER" has the meaning set forth in the Registration
         Rights Agreement.

                  "EXCHANGE OFFER REGISTRATION STATEMENT" has the meaning set
         forth in the Registration Rights Agreement.

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

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

                  "GLOBAL NOTES" means, individually and collectively, each of
         the Restricted Global Notes and the Unrestricted Global Notes,
         substantially in the form of Exhibit A hereto issued in accordance with
         Section 2.01, 2.02(b)(iv), 2.02(d)(ii) or 2.02(f) of this Fourteenth
         Supplemental Indenture.

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

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

                  "IAI GLOBAL NOTE" means a Global Note bearing the Private
         Placement Legend and held by an Institutional Accredited Investor.

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

                                       35

<PAGE>

                  "INITIAL NOTES" means the first $400.0 million aggregate
         principal amount of Notes issued under this Fourteenth Supplemental
         Indenture on the date hereof.

                  "INITIAL PURCHASERS" means, with respect to the Notes, UBS
         Securities LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities
         Inc., Banc of America Securities LLC, Banc One Capital Markets Inc.,
         BNP Paribas Securities Corp., Credit Lyonnais Securities (USA) Inc.,
         Scotia Capital (USA) Inc. and Wachovia Securities, Inc.

                  "INSTITUTIONAL ACCREDITED INVESTOR" means an institution that
         is an "accredited investor" as defined in Rule 501(a)(1), (2), (3) or
         (7) under the Securities Act, who are not also QIBs.

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

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

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

                  "LETTER OF TRANSMITTAL" means the letter of transmittal to be
         prepared by the Company and sent to all Holders of the Notes for use by
         such Holders in connection with the Exchange Offer.

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

                  "NET AVAILABLE PROCEEDS" from any Asset Disposition by any
         Person that is the Company or any Restricted Subsidiary means cash or
         readily marketable cash equivalent received (including by way of sale
         or discounting of a note, installment receivable, or other receivable,
         but excluding any other consideration received in the form of
         assumption by the acquiree of Debt or other obligations relating to
         such properties or assets or received in any other noncash form)
         therefrom by such Person, net of (i) all legal, title and recording tax
         expenses, commissions and other fees and expenses Incurred and all
         federal, state,

                                       36

<PAGE>

         provincial, foreign and local taxes required to be accrued as a
         liability as a consequence of such Asset Disposition, (ii) all payments
         made by such Person or its Restricted Subsidiaries on any Debt that is
         secured by such assets in accordance with the terms of any Lien upon or
         with respect to such assets or that must, by the terms of such Debt or
         such Lien, or in order to obtain a necessary consent to such Asset
         Disposition, or by applicable law, be repaid out of the proceeds from
         such Asset Disposition, (iii) amounts provided as a reserve by such
         Person or its Restricted Subsidiaries, in accordance with generally
         accepted accounting principles, against liabilities under any
         indemnification obligations to the buyer in such Asset Disposition
         (except to the extent and at the time any such amounts are released
         from any such reserve, such amounts shall constitute Net Available
         Proceeds) and (iv) all distributions and other payments made to
         minority interest holders in Restricted Subsidiaries of such Person or
         joint ventures as a result of such Asset Disposition.

                  "NON-U.S. PERSON" means a Person who is not a U.S. Person.

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

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

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

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

                                       37

<PAGE>

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

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

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

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

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

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

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

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

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

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

                  (11)     that (a) if Notes in an aggregate principal amount
         less than or equal to the Purchase Amount are duly tendered and not
         withdrawn pursuant to the Offer to Purchase, the Company shall purchase
         all such Notes and (b) if Notes in an aggregate principal amount in
         excess of the Purchase Amount are tendered and not withdrawn pursuant
         to the Offer to Purchase, the Company shall purchase Notes having an
         aggregate principal amount equal to the Purchase Amount on a pro rata
         basis (with such adjustments as may be deem appropriate so that only
         Securities in denominations of $1,000 or integral multiples thereof
         shall be purchased); and

                                       38

<PAGE>

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

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

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

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

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

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

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

                  "PERMITTED INTEREST RATE OR CURRENCY PROTECTION AGREEMENT" of
         any Person means any Interest Rate or Currency Protection Agreement
         entered into with one or more financial institutions in the ordinary
         course of business that is designed to protect such Person against
         fluctuations in interest rates or currency exchange rates with respect
         to Debt incurred and which shall have a notional amount no greater than
         the payments due with respect to the Debt being hedged thereby.

                                       39

<PAGE>

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

                  "PERMITTED LIENS" means (i) Liens securing indebtedness under
         the Credit Facility that was permitted by the terms of the Indenture to
         be incurred; (ii) Liens incurred after the date of this Fourteenth
         Supplemental Indenture securing Debt of the Company that ranks pari
         passu in right of payment to the Notes, so long as the Notes are
         secured equally and

                                       40

<PAGE>

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

                                       41

<PAGE>

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

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

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

                  "PRIVATE PLACEMENT LEGEND" means the legend set forth in
         Section 2.02(g)(i) to be placed on all Notes issued under this
         Fourteenth Supplemental Indenture except where otherwise permitted by
         the provisions of this Fourteenth Supplemental Indenture.

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

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

                  "QIB" means a "qualified institutional buyer" as defined in
         Rule 144A.

                  "REFERENCE TREASURY DEALER", means Citigroup Global Markets
         Inc. and its successors, provided, however, that if any of the
         foregoing shall cease to be a primary U.S.

                                       42

<PAGE>

         Government securities dealer in New York City (a "Primary Treasury
         Dealer"), the Company shall substitute therefor another Primary
         Treasury Dealer.

                  "REFERENCE TREASURY DEALER QUOTATIONS" means, with respect to
         each Reference Treasury Dealer and any Redemption Date, the average, as
         determined by the Trustee, of the bid and asked prices for the
         Comparable Treasury Issue (expressed in each case as a percentage of
         its principal amount) quoted in writing to the Trustee by such
         Reference Treasury Dealer at 5:00 p.m. on the third Business Day
         preceding such Redemption Date.

                  "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
         Agreement for the Notes, dated the date hereof, by and among the
         Company and the other parties named on the signature pages thereof, as
         such agreement may be amended, modified or supplemented from time to
         time and, with respect to any Additional Notes, one or more
         registration rights agreements between the Company and the other
         parties thereto, as such agreement(s) may be amended, modified or
         supplemented from time to time, relating to rights given by the Company
         to the purchasers of Additional Notes to register such Additional Notes
         under the Securities Act.

                  "REGULATION S" means Regulation S promulgated under the
         Securities Act.

                  "REGULATION S GLOBAL NOTE" means a global Note bearing the
         Private Placement Legend and deposited with or on behalf of the
         Depositary and registered in the name of the Depositary or its nominee,
         issued in a denomination equal to the outstanding principal amount of
         the Notes initially sold in reliance on Rule 903 of Regulation S.

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

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

                  "RESTRICTED DEFINITIVE NOTE" means a Definitive Note bearing
         the Private Placement Legend.

                  "RESTRICTED GLOBAL NOTE" means a Global Note bearing the
         Private Placement Legend.

                  "RESTRICTED PERIOD" means the 40-day restricted period as
         defined in Regulation S.

                  "RULE 144" means Rule 144 promulgated under the Securities
         Act.

                  "RULE 144A" means Rule 144A promulgated under the Securities
         Act.

                  "RULE 903" means Rule 903 promulgated under the Securities
         Act.

                  "RULE 904" means Rule 904 promulgated the Securities Act.

                  "SECURITY AGREEMENTS" mean (i) the Shared Collateral Pledge
         Agreement, dated July 30, 1999 and amended and restated as of April 29,
         2003, among the Company, BFI and

                                       43

<PAGE>

         certain of its Subsidiaries and JPMorgan Chase Bank, as collateral
         trustee thereunder, (ii) the Shared Collateral Security Agreement,
         dated July 30, 1999 and amended and restated as of April 29, 2003,
         among the Company, BFI and certain of its Subsidiaries and the
         collateral trustee, and (iii) the Collateral Trust Agreement, dated
         July 30, 1999 and amended and restated as of April 29, 2003, among the
         Company, BFI and certain of its Subsidiaries and the collateral trustee
         thereunder.

                  "SHELF REGISTRATION STATEMENT" means the Shelf Registration
         Statement as defined in the Registration Rights Agreement.

                  "SPECIAL INTEREST" means all liquidated damages then owing
         pursuant to Section 5 of the Registration Rights Agreement.

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

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

                  "TREASURY RATE" means, as of any redemption date, the yield to
         maturity as of such redemption date of United States Treasury
         securities with a constant maturity (as compiled and published in the
         most recent Federal Reserve Statistical Release H.15 (519) that has
         become publicly available at least two business days prior to the
         redemption date (or, if such Statistical Release is no longer
         published, any publicly available source of similar market data)) most
         nearly equal to the period from the redemption date to April 15, 2009;
         provided, however, that if the period from the redemption date to April
         15, 2009 is less than one year, the weekly average yield on actually
         traded United States Treasury securities adjusted to a constant
         maturity of one year will be used.

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

                  "UNRESTRICTED DEFINITIVE NOTE" means one or more Definitive
         Notes that do not bear and are not required to bear the Private
         Placement Legend.

                  "UNRESTRICTED GLOBAL NOTE" means a permanent global Note
         substantially in the form of Exhibit A attached hereto that bears the
         Global Note Legend and that has the "Schedule of Exchanges of Interests
         in the Global Note" attached thereto, and that is deposited with or on
         behalf of and registered in the name of the Depositary, representing a
         series of Notes that do not bear the Private Placement Legend.

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

                                       44

<PAGE>

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

                                   ARTICLE IV.
                                  MISCELLANEOUS

         Section 4.01 DEFINITIONS.

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

         Section 4.02 CONFIRMATION OF INDENTURE.

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

         Section 4.03 CONCERNING THE TRUSTEE.

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

         Section 4.04 GOVERNING LAW.

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

         Section 4.05 SEPARABILITY.

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

         Section 4.06 COUNTERPARTS.

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

                                       45

<PAGE>

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

                                    ALLIED WASTE NORTH AMERICA, INC.

                                    By: ________________________________________
                                        Name:  Steven M. Helm
                                        Title: Vice President

                                    ALLIED WASTE INDUSTRIES, INC.

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

                                    By: ________________________________________
                                        Name:  Steven M. Helm
                                        Title: Senior Vice President,
                                               General Counsel & Corporate
                                               Secretary

<PAGE>

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

                                    By : _______________________________________
                                         Name:  Steven M. Helm
                                         Title: Vice President

                                    U.S. BANK NATIONAL ASSOCIATION

                                    By: ________________________________________
                                        Name:
                                        Title:

<PAGE>

                                                                       EXHIBIT A

                                 [Face of Note]

                                                         CUSIP/CINS ____________

                  7 3/8% SERIES A SENIOR UNSECURED NOTES DUE 2014

No. _____                                                          $____________

                        ALLIED WASTE NORTH AMERICA, INC.

promises to pay to Cede & Co.,

or registered assigns,

the principal sum of ___________________________________________________________

Dollars on April 15, 2014.

Interest Payment Dates:  April 15 and October 15, commencing October 15, 2004

Record Dates: April 1 and October 1

Dated:

                                            ALLIED WASTE NORTH AMERICA, INC.

                                            By: ________________________________
                                                Name:
                                                Title:

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

U.S. BANK NATIONAL ASSOCIATION, as Trustee

By: ___________________________________
           Authorized Signatory

                                      A-1

<PAGE>

                                                                       EXHIBIT A

                                 [Back of Note]

                       7 3/8% SENIOR UNSECURED NOTES DUE 2014

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

         [Insert the Private Placement Legend, if applicable, pursuant to the
provision of the Indenture]

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

         1.       INTEREST. Allied Waste North America, Inc., a Delaware
corporation (the "COMPANY"), promises to pay interest on the principal amount of
this Note at 7 3/8% per annum from the date hereof until maturity and shall pay
the Special Interest, if any, payable pursuant to Section 5 of the Registration
Rights Agreement referred to below. The Company shall pay interest and Special
Interest semi-annually in arrears on April 15 and October 15 of each year,
beginning October 15, 2004, or if any such day is not a Business Day, on the
next succeeding Business Day (each an "Interest Payment Date"). Interest on the
Notes shall accrue from the most recent date to which interest has been paid or,
if no interest has been paid, from the date of issuance; provided that if there
is no existing Default in the payment of interest, and if this Note is
authenticated between a record date referred to on the face hereof and the next
succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided, further, that the first Interest
Payment Date shall be October 15, 2004. The Company shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue principal and premium, if any, from time to time on demand at a rate
that is 2% per annum in excess of the rate then in effect; it shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue installments of interest and Special Interest, if any, from time to time
on demand at the same rate to the extent lawful. Interest shall be computed on
the basis of a 360 day year of twelve 30 day months.

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

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

                                      A-2

<PAGE>

                                                                       EXHIBIT A

         4.       INDENTURE. The Company issued the Notes under an Indenture
dated as of December 23, 1998, as amended by the Fourteenth Supplemental
Indenture dated as of April 20, 2004 (together, the "INDENTURE"), each among the
Company, the Guarantors and the Trustee. The terms of the Notes include those
stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939, as amended (15 U.S. Code Sections 77aaa-77bbbb).
The Notes are subject to all such terms, and Holders are referred to the
Indenture and such Act for a statement of such terms. To the extent any
provision of this Note conflicts with the express provisions of the Indenture,
the provisions of the Indenture shall govern and be controlling.

         5.       OPTIONAL REDEMPTION.

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

                  (b)      At any time prior to April 15, 2009, the Company may
redeem, from time to time, in whole or in part, the Notes upon not less than 10
nor more than 60 days' prior notice mailed by first-class mail to each Holder's
registered address, at a redemption price equal to 100% of the principal amount
of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid
interest and Special Interest, if any, to, but excluding, the Redemption Date,
subject to the rights of Holders of Notes on the relevant Regular Record Date to
receive interest due on an Interest Payment Date that is on or prior to the
Redemption Date.

                  (c)      At any time, or from time to time, prior to April 15,
2007, up to 33 1/3% in aggregate principal amount of the Notes originally issued
under the Indenture shall be redeemable, at the option of the Company, from the
net proceeds of one or more Public Offerings of Capital Stock (other than
Redeemable Interests) of Allied, at a Redemption Price equal to 107.375% of the
principal amount thereof, together with accrued but unpaid interest to the
Redemption Date (subject to the right of Holders of record on the relevant
Regular Record Date to receive interest due on an Interest Payment Date that is
on or prior to the Redemption Date); provided that the notice of redemption with
respect to any such redemption is mailed within 30 days following the closing of
the corresponding Public Offering.

                  (d)      On or after April 15, 2009, the Company may redeem
all or a part of the Notes upon not less than 10 nor more than 60 days' notice,
at the redemption prices (expressed as percentages of principal amount) set
forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to
the applicable redemption date, if redeemed during the twelve-month period
beginning on April 15 of the years indicated below:

<TABLE>
<CAPTION>
Year                                                   Percentage
----                                                   ----------
<S>                                                    <C>
2009.........................................           103.688%
2010.........................................           102.458%
2011.........................................           101.229%
2012 and thereafter..........................           100.000%
</TABLE>

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

         7.       REPURCHASE AT OPTION OF HOLDER. The Indenture provides that,
subject to certain conditions, if (i) certain Net Available Proceeds are
available to the Company as a result of Asset

                                      A-3

<PAGE>

                                                                       EXHIBIT A

Dispositions or (ii) a Change of Control occurs, the Company shall be required
to make an Offer to Purchase for all or a specified portion of the Securities.

         8.       NOTICE OF REDEMPTION. Notice of redemption shall be mailed no
less than 10 days but no more than 60 days before the redemption date to each
Holder whose Notes are to be redeemed at its registered address. Notes in
denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000, unless all of the Notes held by a Holder are to be
redeemed. On and after the redemption date interest ceases to accrue on Notes or
portions thereof called for redemption.

         9.       DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered
form without coupons in denominations of $1,000 and integral multiples of
$1,000. The transfer of Notes may be registered and Notes may be exchanged as
provided in the Indenture. The Registrar and the Trustee may require a Holder,
among other things, to furnish appropriate endorsements and transfer documents
and the Company may require a Holder to pay any taxes and fees required by law
or permitted by the Indenture. The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, the Company
need not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed or during the period between a record
date and the corresponding Interest Payment Date.

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

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

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

                                      A-4

<PAGE>

                                                                       EXHIBIT A

principal amount of the then outstanding Notes may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Holders of the
Notes notice of any continuing Default or Event of Default (except a Default or
Event of Default relating to the payment of principal or interest) if it
determines that withholding notice is in their interest. The Holders of a
majority in aggregate principal amount of the Notes then outstanding by notice
to the Trustee may on behalf of the Holders of all of the Notes waive any
existing Default or Event of Default and its consequences under the Indenture
except a continuing Default or Event of Default in the payment of interest on,
or the principal of, the Notes. The Company is required to deliver to the
Trustee annually a statement regarding compliance with the Indenture, and the
Company is required upon becoming aware of any Default or Event of Default, to
deliver to the Trustee a statement specifying such Default or Event of Default.

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

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

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

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

         17.      ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of
Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have all the rights set forth in the Registration Rights
Agreement relating to the Notes dated as of April 20, 2004, among the Company,
the Guarantors and the parties named on the signature pages thereof or, in the
case of Additional Notes, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have the rights set forth in one or more registration
rights agreements, if any, between the Company and the other parties thereto,
relating to rights given by the Company to the purchasers of any Additional
Notes (collectively, the "Registration Rights Agreement").

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

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

                                      A-5

<PAGE>

                                                                       EXHIBIT A

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

                                      A-6

<PAGE>

                                                                       EXHIBIT A

                                 ASSIGNMENT FORM

           To assign this Note, fill in the form below:

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

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

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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

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

Date: __________________________

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

Signature Guarantee: _________________________

                                      A-7

<PAGE>

                                                                       EXHIBIT A

                       OPTION OF HOLDER TO ELECT PURCHASE

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

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

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

                                  $____________

Date: ________________________

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

                                         Tax Identification No.: _______________

Signature Guarantee: ______________

                                      A-8

<PAGE>

                                                                       EXHIBIT A

              SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

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

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

                                      A-9

<PAGE>

                                                                       EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

Allied Waste North America, Inc.
15880 North Greenway - Hayden Loop, Suite 100
Scottsdale, Arizona  85260

U.S. Bank National Association
180 East 5th Street
St. Paul, MN 55101

         Re: 7 3/8% Senior Unsecured Notes due 2014

         Reference is hereby made to the Indenture, dated as of December 23,
1998, as amended by that Fourteenth Supplemental Indenture, dated as of April
20, 2004 (collectively, the "INDENTURE"), between Allied Waste North America,
Inc., as issuer (the "COMPANY"), and U.S. Bank National Association, as trustee.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.

         ___________________ (the "TRANSFEROR") owns and proposes to transfer
the Note[s] or interest in such Note[s] specified in Annex A hereto, in the
principal amount of $___________ in such Note[s] or interests (the "TRANSFER"),
to ___________________________ (the "TRANSFEREE"), as further specified in Annex
A hereto. In connection with the Transfer, the Transferor hereby certifies that:

                             [CHECK ALL THAT APPLY]

         1.       [ ]   CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN THE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The
Transfer is being effected pursuant to and in accordance with Rule 144A under
the United States Securities Act of 1933, as amended (the "SECURITIES ACT"),
and, accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believed and believes is purchasing the beneficial interest or
Definitive Note for its own account, or for one or more accounts with respect to
which such Person exercises sole investment discretion, and such Person and each
such account is a "qualified institutional buyer" within the meaning of Rule
144A in a transaction meeting the requirements of Rule 144A and such Transfer is
in compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note
shall be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the 144A Global Note and/or the Definitive Note and
in the Indenture and the Securities Act.

         2.       [ ]    CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN THE REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO
REGULATION S. The Transfer is being effected pursuant to and in accordance with
Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor
hereby further certifies that (i) the Transfer is not being made to a person in
the United States and (x) at the time the buy order was originated, the
Transferee was outside the United States or such Transferor and any Person
acting on its behalf reasonably believed and believes that the Transferee was
outside the United States or (y) the transaction was executed in, on or through
the facilities of a designated offshore securities market and neither such
Transferor nor any Person acting on its behalf knows that the transaction was
prearranged with a buyer in the United States, (ii) no directed selling efforts
have been made in contravention of the requirements of Rule 903(b) or Rule
904(b) of Regulation S under the Securities Act, (iii) the transaction is not
part of a plan or scheme to evade the registration requirements of the
Securities Act and (iv) if the proposed transfer is being made prior to the
expiration of the Restricted

                                      B-1

<PAGE>

                                                                       EXHIBIT B

Period, the transfer is not being made to a U.S. Person or for the account or
benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of
the proposed transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note shall be subject to the
restrictions on Transfer enumerated in the Private Placement Legend printed on
the Regulation S Global Note and/or the Definitive Note and in the Indenture and
the Securities Act.

         3.       [ ]   CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A
BENEFICIAL INTEREST IN THE IAI GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO ANY
PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The
Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Notes and Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act and
any applicable blue sky securities laws of any state of the United States, and
accordingly the Transferor hereby further certifies that (check one):

                  (a) [ ] such Transfer is being effected pursuant to and in
accordance with Rule 144 under the Securities Act;

                                       or

                   (b)[ ] such Transfer is being effected to the Company or a
subsidiary thereof;

                                       or

                  (c) [ ] such Transfer is being effected pursuant to an
effective registration statement under the Securities Act and in compliance with
the prospectus delivery requirements of the Securities Act;

                                       or

                  (d) [ ] such Transfer is being effected to an Institutional
Accredited Investor and pursuant to an exemption from the registration
requirements of the Securities Act other than Rule 144A, Rule 144 or Rule 904,
and the Transferor hereby further certifies that it has not engaged in any
general solicitation within the meaning of Regulation D under the Securities Act
and the Transfer complies with the transfer restrictions applicable to
beneficial interests in a Restricted Global Note or Restricted Definitive Notes
and the requirements of the exemption claimed, which certification is supported
by (1) a certificate executed by the Transferee in the form of Exhibit D to the
Indenture and (2) an Opinion of Counsel provided by the Transferor or the
Transferee (a copy of which the Transferor has attached to this certification),
to the effect that such Transfer is in compliance with the Securities Act. Upon
consummation of the proposed transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note shall be
subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the IAI Global Note and/or the Definitive Notes and in the
Indenture and the Securities Act.

         4.       [ ]   CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

                  (a)[ ] CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The
Transfer is being effected pursuant to and in accordance with Rule 144 under the
Securities Act and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any state of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of

                                      B-2

<PAGE>

                                                                       EXHIBIT B

the proposed Transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note shall no longer be subject to
the restrictions on transfer enumerated in the Private Placement Legend printed
on the Restricted Global Notes, on Restricted Definitive Notes and in the
Indenture.

                  (b)[ ] CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The
Transfer is being effected pursuant to and in accordance with Rule 903 or Rule
904 under the Securities Act and in compliance with the transfer restrictions
contained in the Indenture and any applicable blue sky securities laws of any
state of the United States and (ii) the restrictions on transfer contained in
the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act. Upon consummation of the proposed
Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note shall no longer be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the Restricted Global Notes, on Restricted Definitive Notes and in the
Indenture.

                  (c)[ ] CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i)
The Transfer is being effected pursuant to and in compliance with an exemption
from the registration requirements of the Securities Act other than Rule 144,
Rule 903 or Rule 904 and in compliance with the transfer restrictions contained
in the Indenture and any applicable blue sky securities laws of any State of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note shall not be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes or Restricted Definitive Notes and in the Indenture.

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

                                              __________________________________
                                                  [Insert Name of Transferor]

                                              By: ______________________________
                                                  Name:
                                                  Title:

Dated: _________________________

                                      B-3

<PAGE>

                                                                       EXHIBIT B

                       ANNEX A TO CERTIFICATE OF TRANSFER

           1. The Transferor owns and proposes to transfer the following:

                            [CHECK ONE OF (a) OR (b)]

              (a) [ ]    a beneficial interest in the:

                  (i)    [ ] 144A Global Note (CUSIP ____________ ), or

                  (ii)   [ ] Regulation S Global Note (CUSIP _____), or

                  (iii)  [ ] IAI Global Note (CUSIP ___________ ); or

              (b) [ ]    a Restricted Definitive Note.

           2. After the Transfer the Transferee will hold:

                                   [CHECK ONE]

              (a) [ ]    a beneficial interest in the:

                  (i)    [ ] 144A Global Note (CUSIP ________ ), or

                  (ii)   [ ] Regulation S Global Note (CUSIP ____________), or

                  (iii)  [ ] IAI Global Note (CUSIP _________); or

                  (iv)   [ ] Unrestricted Global Note (CUSIP ); or

              (b) [ ]    a Restricted Definitive Note; or

              (c) [ ]    an Unrestricted Definitive Note,

               in accordance with the terms of the Indenture.

                                      B-4

<PAGE>

                                                                       EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

Allied Waste North America, Inc.
15880 North Greenway - Hayden Loop, Suite 100
Scottsdale, Arizona  85260

U.S. Bank National Association
180 East 5th Street
St. Paul, MN 55101

           Re: 7 3/8% Senior Unsecured Notes due 2014

                                (CUSIP _________)

         Reference is hereby made to the Indenture, dated as of December 23,
1998, as amended by that Fourteenth Supplemental Indenture, dated as of April
20, 2004 (collectively, the "INDENTURE"), between Allied Waste North America,
Inc., as issuer (the "COMPANY"), and U.S. Bank National Association, as trustee.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.

         ___________________ (the "OWNER") owns and proposes to exchange the
Note[s] or interest in such Note[s] specified herein, in the principal amount of
$___________ in such Note[s] or interests (the "EXCHANGE"). In connection with
the Exchange, the Owner hereby certifies that:

         1.       EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL
INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR
BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE.

                   (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In
connection with the Exchange of the Owner's beneficial interest in a Restricted
Global Note for a beneficial interest in an Unrestricted Global Note in an equal
principal amount, the Owner hereby certifies (i) the beneficial interest is
being acquired for the Owner's own account without transfer, (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to the
Global Notes and pursuant to and in accordance with the United States Securities
Act of 1933, as amended (the "SECURITIES ACT"), (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
beneficial interest in an Unrestricted Global Note is being acquired in
compliance with any applicable blue sky securities laws of any state of the
United States.

                  (b) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Note for an
Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note
is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the Definitive Note is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

                  (c) [ ] HECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the
Owner's Exchange of a Restricted Definitive Note for a beneficial interest in an
Unrestricted Global Note, the Owner hereby certifies (i) the

                                       C-1

<PAGE>

                                                                       EXHIBIT C

beneficial interest is being acquired for the Owner's own account without
transfer, (ii) such Exchange has been effected in compliance with the transfer
restrictions applicable to Restricted Definitive Notes and pursuant to and in
accordance with the Securities Act, (iii) the restrictions on transfer contained
in the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the beneficial interest is
being acquired in compliance with any applicable blue sky securities laws of any
state of the United States.

                  (d) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE
TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

         2.       EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL
INTERESTS IN RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR
BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES.

                  (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Note for a
Restricted Definitive Note with an equal principal amount, the Owner hereby
certifies that the Restricted Definitive Note is being acquired for the Owner's
own account without transfer. Upon consummation of the proposed Exchange in
accordance with the terms of the Indenture, the Restricted Definitive Note
issued shall continue to be subject to the restrictions on transfer enumerated
in the Private Placement Legend printed on the Restricted Definitive Note and in
the Indenture and the Securities Act.

                  (b) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE
TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the
Exchange of the Owner's Restricted Definitive Note for a beneficial interest in
the [CHECK ONE] [ ]144A Global Note, [ ] Regulation S Global Note, [ ] IAI
Global Note with an equal principal amount, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner's own account without
transfer and (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to the Restricted Global Notes and pursuant to
and in accordance with the Securities Act, and in compliance with any applicable
blue sky securities laws of any state of the United States. Upon consummation of
the proposed Exchange in accordance with the terms of the Indenture, the
beneficial interest issued shall be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the relevant Restricted
Global Note and in the Indenture and the Securities Act.

                                       C-2

<PAGE>

                                                                       EXHIBIT C

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

                                      __________________________________________
                                             [Insert Name of Transferor]

                                      By: ______________________________________
                                          Name:
                                          Title:

Dated: _____________________________

                                       C-3

<PAGE>

                                                                       EXHIBIT D

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Allied Waste North America, Inc.
15880 North Greenway - Hayden Loop, Suite 100
Scottsdale, Arizona  85260

U.S. Bank National Association
180 East 5th Street
St. Paul, MN 55101

         Re: 7 3/8% Senior Unsecured Notes due 2014

         Reference is hereby made to the Indenture, dated as of December 23,
1998, as amended by that Fourteenth Supplemental Indenture, dated as of April
20, 2004 (collectively, the "INDENTURE"), between Allied Waste North America,
Inc., as issuer (the "COMPANY"), and U.S. Bank National Association, as trustee.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.

         In connection with our proposed purchase of $____________ aggregate
principal amount of:

                  (a) [ ] a beneficial interest in a Global Note, or

                  (b) [ ] a Definitive Note,

         we confirm that:

         1.       We understand that any subsequent transfer of the Notes or any
interest therein is subject to certain restrictions and conditions set forth in
the Indenture and the undersigned agrees to be bound by, and not to resell,
pledge or otherwise transfer the Notes or any interest therein except in
compliance with, such restrictions and conditions and the United States
Securities Act of 1933, as amended (the "SECURITIES ACT").

         2.       We understand that the offer and sale of the Notes have not
been registered under the Securities Act, and that the Notes and any interest
therein may not be offered or sold except as permitted in the following
sentence. We agree, on our own behalf and on behalf of any accounts for which we
are acting as hereinafter stated, that if we should sell the Notes or any
interest therein, we shall do so only (A) to the Company or any subsidiary
thereof, (B) in accordance with Rule 144A under the Securities Act to a
"qualified institutional buyer" (as defined therein), (C) to an institutional
"accredited investor" (as defined below) that, prior to such transfer, furnishes
(or has furnished on its behalf by a U.S. broker-dealer) to you and to the
Company a signed letter substantially in the form of this letter and an Opinion
of Counsel in form reasonably acceptable to the Company to the effect that such
transfer is in compliance with the Securities Act, (D) outside the United States
in accordance with Rule 904 of Regulation S under the Securities Act, (E)
pursuant to the provisions of Rule 144(k) under the Securities Act or (F)
pursuant to an effective registration statement under the Securities Act, and we
further agree to provide to any person purchasing the Definitive Note or
beneficial interest in a Global Note from us in a transaction meeting the
requirements of clauses (A) through (E) of this paragraph a notice advising such
purchaser that resales thereof are restricted as stated herein.

         3.       We understand that, on any proposed resale of the Notes or
beneficial interest therein, we shall be required to furnish to you and the
Company such certifications, legal opinions and other

                                      D-1

<PAGE>

                                                                       EXHIBIT D

information as you and the Company may reasonably require to confirm that the
proposed sale complies with the foregoing restrictions. We further understand
that the Notes purchased by us shall bear a legend to the foregoing effect.

         4.       We are an institutional "accredited investor" (as defined in
Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and
have such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of our investment in the Notes, and
we and any accounts for which we are acting are each able to bear the economic
risk of our or its investment.

         5.       We are acquiring the Notes or beneficial interest therein
purchased by us for our own account or for one or more accounts (each of which
is an institutional "accredited investor") as to each of which we exercise sole
investment discretion.

           You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.

                                ________________________________________________
                                       [Insert Name of Accredited Investor]

                                By: ____________________________________________
                                    Name:
                                    Title:

Dated:________________________

                                      D-2

</TEXT>
</DOCUMENT>
