ALLIED WASTE INDUSTRIES INC
AMENDMENT TO CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>exhibit101.txt
<DESCRIPTION>AMENDMENT TO CREDIT AGREEMENT
<TEXT>

                                                                  EXHIBIT 10.1



     AMENDMENT  dated as of January 25, 2001 (this  "Amendment"),  to the Credit
Agreement (the "Credit Agreement") dated as of July 21, 1999, among ALLIED WASTE
INDUSTRIES,  INC.  ("Allied  Waste"),  ALLIED  WASTE NORTH  AMERICA,  INC.  (the
"Borrower");  the lenders party thereto (the "Lenders"); and THE CHASE MANHATTAN
BANK ("Chase"),  as administrative agent (in such capacity,  the "Administrative
Agent") and collateral agent (in such capacity,  the "Collateral Agent") for the
Lenders and as collateral trustee (in such capacity,  the "Collateral  Trustee")
for the Shared Collateral Secured Parties.

     The Borrower has requested that the Lenders amend certain provisions of the
Credit Agreement,  and the Lenders are willing so to amend the Credit Agreement,
on the terms and subject to the conditions set forth herein.  Capitalized  terms
used herein and not otherwise defined herein shall have the meanings assigned to
such terms in the Credit Agreement.

     Accordingly, in consideration of the mutual agreements herein contained and
other good and valuable consideration,  the sufficiency and receipt of which are
hereby acknowledged, the parties hereto agree as follows:

     SECTION 1. Amendment of Credit  Agreement.  The Credit  Agreement is hereby
                -------------------------------
amended, effective as of the Amendment Effective Date, as follows:

                  (a)  Amendment of Section 1.01.

     (i) The following  definitions are hereby inserted in alphabetical order in
Section 1.01 of the Credit Agreement:

     ""HENS  Partnerships"  means,  collectively,  American  Ref-Fuel Company of
      -------------------
Hempstead, American Ref-Fuel Company of Essex County, American
Ref-Fuel Company of Niagara, L.P., and American Ref-Fuel Company of Southeastern
Connecticut."

     ""Ref-Fuel  Subsidiaries"  means the  special  purpose  vehicles  formed in
      -----------------------
connection with the Ref-Fuel  Transaction for the purpose of purchasing  trucks,
construction  equipment,  containers  and/or  other  equipment  to be  leased to
subsidiaries of Allied Waste."

     ""Ref-Fuel  Subsidiary Purchase Money Debt" shall have the meaning assigned
      ------------------------------------------
thereto in Section 6.01A."

     ""Ref-Fuel  Transaction" means the sale of the interests of Allied Waste in
      ----------------------
certain of the Ref-Fuel  companies  and the  restructuring  of the  interests of
Allied Waste in other Ref-Fuel companies."

                                         1
<PAGE>

     ""2001  Indenture"  means (i) the Indenture  among AWNA and/or Allied Waste
       ---------------
and the trustee named therein or (ii)  Supplement  No. 6 to the AWNA Senior Note
Indenture,  in either case dated on or prior to December 31,  2001,  as amended,
supplemented  or otherwise  modified  from time to time in  accordance  with the
provisions of this Agreement."

     ""2001  Senior  Notes" means senior  secured  notes of AWNA or Allied Waste
      --------------------
issued on or prior to December 31, 2001 pursuant to the 2001 Indenture."

     (ii) Each of the definitions of "Collateral Trust  Agreement",  "Indemnity,
Subrogation  and  Contribution   Agreement",   "Non-Shared   Collateral   Pledge
Agreement",   "Non-Shared  Collateral  Security  Agreement",  "Parent  Guarantee
Agreement",  "Security  Agreements",  "Security  Documents",  "Shared Collateral
Pledge  Agreement",  "Shared  Collateral  Security  Agreement"  and  "Subsidiary
Guarantee  Agreement" in Section 1.01 of the Credit  Agreement is hereby amended
by inserting the following phrase at the end of each such definition:

     ", as amended,  supplemented  or  otherwise  modified  from time to time in
accordance with the provisions of this Agreement".

     (iii)  The  definition  of  "Loan  Party"  in  Section  1.01 of the  Credit
Agreement is hereby  amended by inserting  the  following  proviso at the end of
such definition:

     "; provided that no Ref-Fuel Subsidiary need become a Loan Party until such
time as it has no Ref-Fuel Subsidiary Purchase Money Debt outstanding".

     (iv) The  definition  of  "Prepayment  Event" in Section 1.01 of the Credit
Agreement  is hereby  amended by  inserting  the phrase "and (xix)"  immediately
following the phrase "Section 6.01A(xvi)" in clause (y) of paragraph (c) of such
definition.

     (v) The definition of "Subsidiary" in Section 1.01 of the Credit  Agreement
is hereby  amended by  inserting  the  following  proviso at the end of the last
sentence of such definition:

     "; provided that the Ref-Fuel  Subsidiaries shall be deemed Subsidiaries on
and after the consummation of the Ref-Fuel Transaction".

     (b)  Amendment  of Section  2.08(b).  Paragraph  (b) of Section 2.08 of the
          ------------------------------
Credit  Agreement is hereby  amended by inserting the following  sentence at the
end of such paragraph:

     "Notwithstanding  the  foregoing,  upon the  consummation  of the  Ref-Fuel
Transaction  and the  replacement  of the  outstanding  Letters of Credit in the
approximate aggregate amount of $130,000,000 relating to Ref-Fuel, the Revolving
Commitments  shall  automatically be reduced by  $200,000,000;  provided however
that (i) the Revolving  Commitments shall only be reduced by $100,000,000 if the
Borrower or Allied Waste shall have received at least $750,000,000 but less than
$1,000,000,000 in gross cash proceeds from the offering of the 2001 Senior Notes
prior to the  consummation of the Ref-Fuel  Transaction and (ii) no reduction of
the Revolving Commitments shall occur if the Borrower or Allied Waste shall have
received at least $1,000,000,000 in gross cash proceeds from the offering of the
2001 Senior Notes prior to the  consummation of the Ref-Fuel  Transaction."  (c)
Amendment  of Section  6.01A.  Section  6.01A of the Credit  Agreement is hereby
amended as follows:

                                       2
<PAGE>

     (i) The word "and" at the end of clause  (xviii) of Section 6.01A is hereby
deleted.

     (ii) Clause (xiii) of 6.01A is hereby  amended by inserting the phrase "and
the 2001 Senior Notes"  immediately  following the phrase  "paragraphs (iii) and
(v)" therein.

     (iii)  The  period at the end of clause  (xix) of  Section  6.01A is hereby
deleted and replaced with a semicolon.

     (iv) The following new clauses are hereby  inserted  immediately  following
clause (xviii) of Section 6.01A:

     "(xix) up to the aggregate principal amount of the 2001 Senior Notes issued
by the Borrower or Allied Waste  pursuant to the 2001  Indenture and the related
Guarantees,  if any, by Allied  Waste  and/or its  subsidiaries  of the issuer's
obligations  with respect to such 2001 Senior  Notes;  provided that 100% of the
Net  Available  Proceeds from the issuance of such 2001 Senior Notes are used to
prepay Term Loans in accordance with Section 2.11(c);

     (xx)  up  to  $280,000,000   of  Indebtedness   incurred  by  the  Ref-Fuel
Subsidiaries  to finance  the  acquisition  of trucks,  construction  equipment,
containers  and/or other  equipment to be leased to subsidiaries of Allied Waste
and refinancings thereof not in excess of the aggregate principal amount of such
Indebtedness (the "Ref-Fuel Subsidiary Purchase Money Debt"); and".
                  -----------------------------------------

     (v) Clause (xix) of Section 6.01A is hereby  re-numbered  as clause "(xxi)"
and the  reference  to  clause  "(xviii)"  therein  is  hereby  replaced  with a
reference to clause "(xx)".

     (d) Amendment of Section  6.02A.  Section 6.02A of the Credit  Agreement is
         ---------------------------
hereby amended as  follows :

     (i) The word "and" at the end of paragraph  (h) of Section  6.02A is hereby
deleted.

     (ii) The period at the end of  paragraph  (i) of Section  6.02(A) is hereby
replaced with a semicolon.

                                       3
<PAGE>

     (iii) The following new paragraphs  are hereby  inserted at the end of such
Section 6.02A:

     "(k) all Liens created under the Shared Collateral  Security  Agreement and
the Shared  Collateral Pledge Agreement  securing  obligations in respect of the
2001 Senior Notes,  provided that such  obligations are initially  secured under
such agreements at or about the time of issuance of the 2001 Senior Notes; and

     (l) all Liens on the assets of Ref-Fuel  Subsidiaries created to secure the
Ref-Fuel  Subsidiary  Purchase  Money Debt and  refinancings  thereof  permitted
pursuant to clause (xx) of Section 6.01A."

     (e) Amendment of Section  6.05A.  Section 6.05A of the Credit  Agreement is
         ---------------------------
hereby amended as  follows:

     (i)  Paragraph  (a) of Section  6.05A is hereby  amended by  inserting  the
following proviso at the end of such paragraph:

     "; and  provided  further  that,  after the  consummation  of the  Ref-Fuel
Transaction,  neither Allied Waste nor any Restricted  Subsidiary shall make any
additional  Investment in any Ref-Fuel Subsidiary except to the extent permitted
by paragraph (r) of this Section 6.05A."

     (ii) The word "and" at the end of paragraph  (o) of Section 6.05A is hereby
deleted.

     (iii) The period at the end of  paragraph  (p) of  Section  6.05A is hereby
deleted and replaced with a semicolon.

     (iv) The following new  paragraphs  are hereby  inserted at the end of such
Section 6.05A:

     "(q) the Guarantees, if any, issued by Allied Waste and/or its subsidiaries
in respect of the 2001 Senior Notes; and

     (r)  the  acquisition  of  additional  equity  interests  in  the  Ref-Fuel
Subsidiaries  not owned by Allied  Waste or its  Subsidiaries  in  exchange  for
equity interests in the HENS Partnerships  owned by Allied Waste or subsidiaries
of Allied Waste."

     (f)  Amendment  of Section  6.09A.  Paragraph  (c) of Section  6.09A of the
Credit  Agreement is hereby  amended by replacing  the phrase "and (vi)" in such
paragraph (c) with the following phrase:

     ", (vi)  transactions  pursuant to which the  Ref-Fuel  Subsidiaries  lease
trucks,   construction   equipment,   containers   and/or  other   equipment  to
subsidiaries of Allied Waste and (vii)".


                                       4
<PAGE>

     (g) Amendment of Section  6.13A.  Section 6.13A of the Credit  Agreement is
hereby  amended by deleting  the table set forth in such Section in its entirety
and replacing it with the following table:

                                    " Period
                                      ------
               Minimum Ratio
               -------------

 December 31, 1999 to September 30, 2000     1.75 to 1.00
 December 31, 2000 to September 30, 2001     2.25 to 1.00
 December 31, 2001 to September 30 2002      2.25 to 1.00
 December 31, 2002 to September 30, 2003     2.50 to 1.00
 December 31, 2003 to September 30, 2004     2.75 to 1.00
 December 31, 2004 and thereafter            3.00 to 1.00"

     (h) Amendment of Section  6.14A.  Section 6.14A of the Credit  Agreement is
hereby  amended by deleting  the table set forth in such Section in its entirety
and replacing it with the following table:

                                   " Period
                                     ------
                   Maximum Ratio
                   -------------

 December 31, 1999 to September 30, 2000     6.25 to 1.00
 December 31, 2000 to September 30, 2001     5.50 to 1.00
 December 31, 2001 to September 30 2002      5.00 to 1.00
 December 31, 2002 to September 30, 2003     4.50 to 1.00
 December 31, 2003 to September 30, 2004     4.00 to 1.00
 December 31, 2004 and thereafter            3.50 to 1.00"

     SECTION 2. Waiver of Section  6.02A.  The  provisions  of Section 6.02A are
                ------------------------
hereby  waived to the extent  necessary  to permit the 2001  Senior  Notes to be
secured on a pari passu basis with the AWNA Senior  Notes and the BFI  Indenture
Debt.

     SECTION 3 . Amendment of Shared Collateral  Security  Documents.  If Allied
                 ---------------------------------------------------
Waste and the Borrower  elect, at the time of issuance of the 2001 Senior Notes,
to have the obligations in respect of the 2001 Senior Notes secured by the Liens
on the collateral under the Shared Collateral  Security Agreement and the Shared
Collateral  Pledge  Agreement,  the  Borrower,  Allied  Waste and Chase,  in its
capacity as Collateral  Trustee,  (a) shall cause each of the Shared  Collateral
Security  Agreement,  the Shared  Collateral Pledge Agreement and the Collateral
Trust Agreement to be amended (x) to include  obligations in respect of the 2001
Senior Notes in the definitions of (i) "Obligations" under the Shared Collateral
Security  Agreement and the Shared Collateral Pledge Agreement and (ii) "Secured
Obligations"  under the Collateral Trust  Agreement,  (y) to include the trustee
under the 2001  Indenture as a "Trustee" and a "Secured  Party" (for the benefit
of the holders of the 2001 Senior  Notes) under such  agreements  and (z) and to
make such other  conforming  changes to such  agreements  as may be necessary or
desirable  in  connection  with the  foregoing  and (b)  agree to take all other
actions,   including  executing,   filing,   amending  and  recording  financing
statements and all other documents or instruments as may be deemed  necessary or
desirable  to grant and  perfect the Liens  under the Shared  Collateral  Pledge
Agreement and Shared  Collateral  Security  Agreement  securing  obligations  in
respect of the 2001 Senior Notes,  all at the expense of the Borrower and Allied
Waste.  The Required Lenders hereby consent to such amendments and authorize the
Collateral  Trustee to enter  into such  amendments  and take the other  actions
contemplated by the foregoing.

                                       5
<PAGE>

     SECTION 4.  Representations  and  Warranties.  To induce the other  parties
                 --------------------------------
hereto to enter into this  Amendment,  each of the  Borrower  and  Allied  Waste
represents and warrants to each of the Lenders,  the  Administrative  Agent, the
Collateral Agent and the Collateral Trustee that, as of the Amendment  Effective
Date:

     (a) This Amendment has been duly  authorized,  executed and delivered by it
and  constitutes  its  legal,  valid  and  binding  obligation,  enforceable  in
accordance  with its  terms  except as such  enforceability  may be  limited  by
bankruptcy,  insolvency,  reorganization,   moratorium  or  other  similar  laws
affecting  creditors'  rights  generally  and by  general  principles  of equity
(regardless of whether such  enforceability is considered in a proceeding at law
or in equity).

     (b) The  representations  and  warranties  set forth in Article  III of the
Credit Agreement are true and correct in all material  respects on and as of the
Amendment  Effective  Date with the same  effect as though made on and as of the
Amendment  Effective  Date,  except  to  the  extent  such  representations  and
warranties expressly relate to an earlier date.

     (c) After giving effect to the agreements and waivers herein, no Default or
Event of Default has occurred and is continuing.

     SECTION 5.  Effectiveness.  This  Amendment  shall become  effective on the
                 --------------
first date on which all of the following  conditions  shall have been satisfied,
which date shall in no event be later than  February  28,  2001 (the  "Amendment
Effective  Date") : (a) the  Borrower  or Allied  Waste  shall have  issued 2001
Senior Notes for gross cash proceeds of not less than $500,000,000 pursuant to a
public  offering,  a  transaction  pursuant to Rule 144A  promulgated  under the
Securities Act of 1933 or other private placement  transaction (the "Offering"),
(b) 100% of the Net  Available  Proceeds  of the  Offering  shall have been used
substantially  simultaneously  with the  issuance of such 2001  Senior  Notes to
prepay  outstanding  Senior  Term  Loans,  pro  rata,  in  accordance  with  the
respective  principal amounts thereof,  (c) if the obligations in respect of the
2001 Senior Notes are to be secured under the Shared Collateral Pledge Agreement
and  Shared  Collateral  Security  Agreement,   the  Administrative  Agent,  the
Collateral  Agent and the  Collateral  Trustee shall have  received  opinions of
outside counsel for Allied Waste and the Borrower  satisfactory to them covering
such matters as the Administrative Agent and the Collateral Agent may reasonably
request with respect to the matters  contemplated by Section 2 of this Amendment
(Allied  Waste and the Borrower  hereby  directing  such counsel to deliver such
opinions),  and (d) the Administrative Agent shall have received counterparts of
this Amendment that,  when taken together,  bear the signatures of the Borrower,
Allied Waste and AWNA.

     SECTION 6. Effect of Amendment.  Except as expressly set forth herein, this
                --------------------
Amendment  shall not by implication  or otherwise  limit,  impair,  constitute a
waiver of or  otherwise  affect the  rights and  remedies  of the  Lenders,  the
Administrative  Agent, the Collateral Agent or the Collateral  Trustee under the
Credit Agreement or any other Loan Document,  and shall not alter, modify, amend
or in any way affect any of the terms,  conditions,  obligations,  covenants  or
agreements  contained  in the Credit  Agreement  or any other  provision  of the
Credit  Agreement or of any other Loan  Document,  all of which are ratified and
affirmed in all  respects and shall  continue in full force and effect.  Nothing
herein  shall be deemed to entitle the Borrower or Allied Waste to a consent to,
or a waiver,  amendment,  modification  or other  change  of,  any of the terms,
conditions,  obligations,  covenants  or  agreements  contained  in  the  Credit
Agreement or any other Loan Document in similar or different circumstances. This
Amendment  shall apply and be effective  only with respect to the  provisions of
the Credit Agreement specifically referred to herein.

                                       6

<PAGE>

     SECTION 7. Costs and Expenses.  The Borrower and Allied Waste,  jointly and
                ------------------
severally,  agree to  reimburse  the  Administrative  Agent  for its  reasonable
out-of-pocket  expenses  in  connection  with  this  Amendment,   including  the
reasonable fees, charges and disbursements of Cravath,  Swaine & Moore,  counsel
for the Agent.

     SECTION 8.  Counterparts.  This  Amendment may be executed in any number of
                 ------------
counterparts and by different parties hereto in separate  counterparts,  each of
which when so executed and delivered  shall be deemed an original,  but all such
counterparts together shall constitute but one and the same instrument. Delivery
of any executed  counterpart  of a signature page of this Amendment by facsimile
transmission   shall  be  as  effective  as  delivery  of  a  manually  executed
counterpart hereof.

     SECTION  9.  Applicable  Law.  THIS  AMENDMENT  SHALL BE  GOVERNED  BY, AND
                  ---------------
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     SECTION 10.  Headings.  The headings of this  Amendment are for purposes of
                  --------
reference only and shall not limit or otherwise affect the meaning hereof. I

                                       7
<PAGE>



                  N WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their duly authorized officers, all as of the
date and year first above written.


                                            ALLIED WASTE INDUSTRIES, INC.,

                                           by
                                           -------------------------------
                                           Name:
                                           Title:


                                           ALLIED WASTE NORTH AMERICA, INC.,

                                           by
                                           -------------------------------
                                           Name:
                                           Title:


                                           THE CHASE MANHATTAN BANK,
                                           individually and as Administrative
                                           Agent, Collateral Agent and
                                           Collateral Trustee,

                                            by
                                            -----------------------------
                                            Name:
                                            Title:


                                           Name of Institution:

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

                                           by
                                           --------------------------------
                                           Name:
                                           Title:











                                        8


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