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Allied Waste Industries, LLC – ‘10-K’ for 12/31/04 – EX-10.70

On:  Friday, 2/18/05, at 9:30am ET   ·   For:  12/31/04   ·   Accession #:  950153-5-309   ·   File #:  1-14705

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 2/18/05  Allied Waste Industries, LLC      10-K       12/31/04   21:3.3M                                   Bowne - BPX/FA

Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.31M 
 2: EX-4.33     Instrument Defining the Rights of Security Holders     4     20K 
 3: EX-10.61    Material Contract                                      4     22K 
 4: EX-10.62    Material Contract                                      5     27K 
 5: EX-10.63    Material Contract                                      2     11K 
 6: EX-10.64    Material Contract                                      2     11K 
 7: EX-10.65    Material Contract                                      6     30K 
 8: EX-10.66    Material Contract                                      2     11K 
 9: EX-10.67    Material Contract                                     55    183K 
10: EX-10.68    Material Contract                                    121    423K 
11: EX-10.69    Material Contract                                     22     62K 
12: EX-10.70    Material Contract                                     31     96K 
13: EX-10.71    Material Contract                                     28     91K 
14: EX-10.72    Material Contract                                     15     76K 
15: EX-12.1     Statement re: Computation of Ratios                    2±    13K 
16: EX-14       Code of Ethics                                         3     14K 
17: EX-21       Subsidiaries of the Registrant                        10     42K 
18: EX-23.1     Consent of Experts or Counsel                       HTML      9K 
19: EX-31.1     Certification per Sarbanes-Oxley Act (Section 302)  HTML     15K 
20: EX-31.2     Certification per Sarbanes-Oxley Act (Section 302)  HTML     15K 
21: EX-32       Certification per Sarbanes-Oxley Act (Section 906)  HTML     10K

EX-10.70   —   Material Contract
Exhibit Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
2Aggregate Commitment 
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                                                                   EXHIBIT 10.70

SEVENTH AMENDMENT TO
 CREDIT AND SECURITY AGREEMENT

THIS SEVENTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT, dated as of
September 30, 2004 (this "Amendment"), is entered into by and among ALLIED      
RECEIVABLES FUNDING INCORPORATED, as borrower (the "Borrower"), ALLIED WASTE    
NORTH AMERICA, INC., as the servicer (the "SERVICER"), BLUE RIDGE ASSET FUNDING 
CORPORATION, as a lender ("Blue Ridge"), WACHOVIA BANK, NATIONAL ASSOCIATION, as
the Agent (the "Agent") and as Liquidity Bank and as Lender Group Agent,        
ATLANTIC ASSET SECURITIZATION CORP., as a lender ("Atlantic Asset") and CALYON  
NEW YORK BRANCH, as the Atlantic Group Agent (in such capacity, the "Atlantic   
Group Agent") and as an Atlantic Liquidity Bank (in such capacity, the "Atlantic
Liquidity Bank"). Capitalized terms used and not otherwise defined herein are   
used as defined in the Agreement (as defined below and amended hereby).         

   WHEREAS, the Borrower, Servicer, Blue Ridge and Agent have entered into
that certain Credit and Security Agreement, dated as of March 7, 2003 (as       
amended, restated, supplemented or otherwise modified to the date hereof, the   
"Agreement");                                                                   

     WHEREAS, the Borrower, Servicer, Blue Ridge and Agent desire to amend the
Agreement in certain respects as hereinafter set forth;                         

WHEREAS, this Amendment shall constitute the "Assignment Agreement" 
pursuant to which each party in the Atlantic Group becomes a party to the       
Agreement;                                                                      

NOW THEREFORE, in consideration of the premises and the other mutual
covenants contained herein, the parties hereto agree as follows:                

SECTION 1. Amendments.                                              

The Agreement is hereby amended as follows:                         

(a)  Atlantic/Calyon Joinder.                           

            (i)   Each of the parties to the Agreement agrees that, from
            and after the date hereof, (w) Atlantic Asset shall be a Conduit and
          Lender under the Agreement, (x) Calyon shall be the Atlantic Group
            Agent and a Lender Group Agent under the Agreement, (y) Calyon shall
         be an Atlantic Liquidity Bank under the Agreement and (z) each of
      them shall have all of the rights, duties and obligations of a
        Conduit, a Lender, a Lender Group Agent and a Liquidity Bank, as
          applicable, under the Agreement. Each of Atlantic Asset and Calyon
hereby                                                  


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           appoints and authorizes the Agent to take such action on its behalf
           and to exercise such powers under the Agreement as are delegated to
the Agent by the terms thereof.                         

                  (ii)  Each of Atlantic Asset and Calyon hereby agree to assume
            the duties and obligations of a Conduit, a Lender, a Liquidity Bank,
     and a Lender Group Agent, as applicable, under the Agreement.

(b)   Changes to Exhibit I.                                         

                 (i)   The following definitions in Exhibit I to the Agreement
are hereby amended as follows:                          

            (A)   The definition of "Aggregate Commitment" is hereby amended and
restated in its entirety as follows:        

                       Aggregate Commitment: On any date of determination, the
                aggregate amount of the Liquidity Banks' Commitments to make
         Loans hereunder. As of the date hereof, the Aggregate
Commitment is $230,000,000.                 

           (B)   The definition of "Alternate Base Rate" is hereby amended and
restated in its entirety as follows:        

                      "Alternate Base Rate: For any Lender Group on any day,
             such rate shall be equal to a rate per annum equal to the
                higher as of such day of (A) the Prime Rate, or (B) one-half
                 of one percent (0.50%) above the Federal Funds Effective Rate
                (for purposes of determining the Alternate Base Rate for any
         day, changes in such Prime Rate or such Federal Funds
              Effective Rate shall be effective on the date of each such
change)."                                   

            (C)   The definition of "Broken Funding Costs" is hereby amended and
restated in its entirety as follows:        

                      "Broken Funding Costs: For (i) any Lender Group on any
        day, as defined in the related Assignment Agreement;

                        (ii)  the Blue Ridge Group: (A) in the case of a CP Rate
              Loan made by Blue Ridge, has its principal reduced without
                  compliance by Borrower with the notice requirements hereunder,
                  (B) in the case of a CP Rate Loan made by Blue Ridge or a LIBO
                  Rate Loan made by a Blue Ridge Liquidity Bank, does not become
               subject to an Aggregate Reduction following the delivery of
                any Reduction Notice, (C) in the case of a CP Rate Loan made
   by Blue Ridge, is assigned under the Blue Ridge

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               Liquidity Agreement, or (D) in the case of a LIBO Rate Loan
                 made by a Blue Ridge Liquidity Bank, is terminated or reduced
                 prior to the last day of its Interest Period, an amount equal
                  to the excess, if any, of (I) the related CP Costs or Interest
                (as applicable) that would have accrued during the remainder
            of the tranche periods for Blue Ridge's Commercial Paper
                determined by the Blue Ridge Agent to relate to such Loan or
              Interest Periods (as applicable) subsequent to the date of
               such reduction, assignment or termination (or in respect of
           clause (B) above, the date such Aggregate Reduction was
                designated to occur pursuant to the Reduction Notice) of the
           principal of such Loan if such reduction, assignment or
                 termination had not occurred or such Reduction Notice had not
                 been delivered, over (II) the sum of (x) to the extent all or
                 a portion of such principal is allocated to another Loan made
                 by the Blue Ridge Group, the amount of CP Costs of Blue Ridge
               or Interest owed to the Blue Ridge Liquidity Banks actually
                 accrued during the remainder of such period on such principal
                 for the new Loan, and (y) to the extent such principal is not
               allocated to another Loan made by the Blue Ridge Group, the
                  income, if any, actually received during the remainder of such
                period by the holder of such Loan from investing the portion
             of such principal not so allocated; in the event that the
                 amount referred to in clause (II) exceeds the amount referred
             to in clause (I), the relevant Blue Ridge Group Lender or
               Lenders agree to pay to Borrower the amount of such excess;
and                                         

                      (iii) the Atlantic Group: the amount, if any, by which
             (a) the CP Costs or Interest, as applicable, for any Loan
                funded by the Atlantic Group which would have accrued during
                  the related Settlement Period on the prepayments of such Loans
               relating to such Settlement Period, as applicable, had such
             prepayments not occurred, exceeds (b) the income, if any,
                 received by the Atlantic Group investing the proceeds of such
prepayments.                                

               All Broken Funding Costs shall be due and payable hereunder
upon demand."                               

           (D)   The definition of "Commitment" is hereby amended and restated
in its entirety as follows:                 

                        "Commitment: For each Liquidity Bank that is part of any
               Lender Group, the commitment of such Liquidity Bank to make
                Loans to Borrower hereunder in the event the related Conduit
                elects not to fund such Lender Group's Lender Group Share of
                any Advance in an aggregate principal amount at any one time
                outstanding not to exceed the amount set forth opposite such
Liquidity Bank's name on Schedule A to the  

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              Agreement (in the case of the initial Blue Ridge Liquidity
                Banks or initial Atlantic Liquidity Banks) or the amount set
                  forth opposite such Liquidity Bank's name on Schedule I to the
          related Assignment Agreement (in the case of the other
Liquidity Banks)."                          

       (E)   The definition of "Commitment Termination Date" is hereby
    amended and restated in its entirety as follows:

            "Commitment Termination Date: May 31, 2005."

            (F)   The definition of "CP Costs" is hereby amended and restated in
its entirety as follows:                    

                  "CP Costs: For (i) any Lender Group on any day, as
defined in the related Assignment Agreement;

                      (ii)  the Blue Ridge Group, including any Loan made by
                 the Blue Ridge Group that is made by the Blue Ridge Liquidity
            Banks, but which Loans incur CP Costs in accordance with
                 Sections 1.2 or 1.6(c): for each day, the sum of (A) discount
               or interest accrued on Pooled Commercial Paper on such day,
          plus (B) any and all accrued commissions in respect of
               placement agents and Blue Ridge's commercial paper dealers,
                  and issuing and paying agent fees incurred, in respect of such
              Pooled Commercial Paper for such day, plus (C) other costs
                 associated with funding small or odd-lot amounts with respect
             to all receivable purchase facilities which are funded by
                  Pooled Commercial Paper for such day, minus (D) any accrual of
                  income net of expenses received on such day from investment of
         collections received under all receivable purchase or
         financing facilities funded substantially with Pooled
                Commercial Paper, minus (E) any payment received on such day
                  net of expenses in respect of Broken Funding Costs (or similar
              costs) related to the prepayment of any investment of Blue
             Ridge pursuant to the terms of any receivable purchase or
         financing facilities funded substantially with Pooled
            Commercial Paper; in addition to the foregoing costs, if
                Borrower shall request any Advance during any period of time
                determined by the Blue Ridge Agent in its sole discretion to
              result in incrementally higher CP Costs applicable to Blue
             Ridge's Lender Group Share of such Advance, the principal
           associated with Blue Ridge's Lender Group Share of such
                Advance shall, during such period, be deemed to be funded by
           Blue Ridge in a special pool (which may include capital
          associated with other receivable purchase or financing
              facilities) for purposes of determining such additional CP
               Costs applicable only to such special pool and charged each
      day during such period against such principal; and

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                     (iii) the Atlantic Group: to the extent that Atlantic
                funds a Loan for any Settlement Period by issuing Commercial
           Paper, the rate (or if more than one rate, the weighted
                  average of the rates, and including all dealer fees related to
              such Commercial Paper of Atlantic and all costs associated
              with funding small or odd lot amounts) at which Commercial
            Paper of Atlantic having a term equal to such Settlement
                Period and to be issued to fund such Loan may be sold by any
              placement agent or commercial paper dealer selected by the
                 Atlantic Group Agent on behalf of Atlantic, as agreed between
              each such agent or dealer and the Atlantic Group Agent and
                notice of which has been given by the Agent to the Servicer;
              provided if the rate (or rates) as agreed between any such
        agent or dealer and the Atlantic Group Agent for any
                 Settlement Period for any Loan is a discount rate (or rates),
               then such rate shall be the rate (or if more than one rate,
                the weighted average of the rates) resulting from converting
        such discount rate (or rates) to an interest-bearing
equivalent rate per annum."                 

    (G)   The definition of "Default Rate" is hereby amended and
restated in its entirety as follows:        

                      "Default Rate: For any Lender Group on any day, a rate
                 per annum equal to the sum of (A) the Alternate Base Rate for
               such Lender Group plus (B) 2.00%, changing when and as such
Alternate Base Rate changes."               

         (H)   The definition of "Downgrading Event" is hereby amended and
restated in its entirety as follows:        

                        "Downgrading Event: For (i) any Lender Group on any day,
   as defined in the related Assignment Agreement;

                      (ii)  the Blue Ridge Group: with respect to any Person
                  means the lowering of the rating with regard to the short-term
                 securities of such Person to below (A) A-1 by S&P, or (B) P-1
by Moody's; and                             

                      (iii) Atlantic Group: with respect to any Person means
            the lowering of the rating with regard to the short-term
                 securities of such Person to below (A) A-1 by S&P, (B) P-1 by
Moody's or (C) F1 by Fitch Ratings."        

         (I)   The definition of "Eligible Assignee" is hereby amended and
restated in its entirety as follows:        

                        "Eligible Assignee: For (i) any Lender Group on any day,
   as defined in the related Assignment Agreement;

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                      (ii)  the Blue Ridge Group: a commercial bank having a
                combined capital and surplus of at least $250,000,000 with a
                  rating of its (or its holding company's) short-term securities
                  equal to or higher than (A) A-1 by S&P and (B) P-1 by Moody's;
and                                         

                    (iii) the Atlantic Group: a commercial bank having a
                combined capital and surplus of at least $250,000,000 with a
                  rating of its (or its holding company's) short-term securities
                  equal to or higher than (A) A-1 by S&P, (B) P-1 by Moody's and
(C) F1 by Fitch Ratings."                   

        (J)   The definition of "Federal Funds Effective Rate" is hereby
    amended and restated in its entirety as follows:

                      "Federal Funds Effective Rate: For any Lender Group on
                 any day, including any Loan made by such Lender Group that is
            made by the related Liquidity Banks, for any day for any
              period, a fluctuating interest rate per annum for each day
               during such period equal to (A) the weighted average of the
                 rates on overnight federal funds transactions with members of
                 the Federal Reserve System arranged by federal funds brokers,
                as published for such day (or, if such day is not a Business
               Day, for the preceding Business Day) by the Federal Reserve
                 Bank of New York in the Composite Closing Quotations for U.S.
                  Government Securities; or (B) if such rate is not so published
           for any day which is a Business Day, the average of the
               quotations at approximately 11:30 a.m. (New York City time)
             for such day on such transactions received by such Lender
                  Group's Lender Group Agent from three federal funds brokers of
recognized standing selected by it."        

       (K)   The definition of "Interest Period" is hereby amended and
restated in its entirety as follows:        

                     "Interest Period: For (i) any Lender Group on any day

                          (A)   if Interest for such Loan is
                              calculated on the basis of the LIBO Rate, a period
                           of one, two, three or six months, or such other
                              period as may be mutually agreeable to the related
                            Lender Group Agent and Borrower, commencing on a
                            Business Day selected by Borrower or such Lender
                            pursuant to this Agreement. Such Interest Period
                             shall end on the day in the applicable succeeding
                           calendar month which corresponds numerically to
                      the beginning day of such Interest Period,
                       provided, however, that if there is no such
            numerically corresponding day in

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                             such succeeding month, such Interest Period shall
                           end on the last Business Day of such succeeding
month; or           

                          (B)   if Interest for such Loan is
                         calculated on the basis of the Alternate Base
                       Rate, a period commencing on a Business Day
                             selected by Borrower and agreed to by the related
                            Lender Group Agent, provided that no such period
   shall exceed one month;

                provided, further, however, if any Interest Period would end
              on a day which is not a Business Day, such Interest Period
            shall end on the next succeeding Business Day, provided,
                  however, that in the case of Interest Periods corresponding to
                  the LIBO Rate, if such next succeeding Business Day falls in a
                new month, such Interest Period shall end on the immediately
preceding Business Day.                     

                     In the case of any Interest Period for any Loan which
                  commences before the Amortization Date and would otherwise end
                  on a date occurring after the Amortization Date, such Interest
              Period shall end on the Amortization Date. The duration of
               each Interest Period which commences after the Amortization
                Date shall be of such duration as selected by the applicable
Lender Group Agent."                        

        (L)   The definition of "Interest Reserve" is hereby amended and
restated in its entirety as follows:                    

                      "Interest Reserve: For any Calculation Period and each
                Lender Group, the product (expressed as a percentage) of (A)
              1.5 times (B) the applicable Alternate Base Rate as of the
               immediately preceding Cut-Off Date times (C) a fraction the
                numerator of which is the highest Days Sales Outstanding for
                 the most recent 12 Calculation Periods and the denominator of
which is 360."                              

          (M)   The definition of "LIBO Rate" is hereby amended and restated
in its entirety as follows:                             

                       "LIBO Rate: For any Lender Group on any day and for any
                  Interest Period, the rate per annum determined on the basis of
                  the offered rate for deposits in U.S. dollars of amounts equal
                  or comparable to the principal amount of the related Loan made
              by such Lender Group offered for a term comparable to such
           Interest Period, which rates appear on a Bloomberg L.P.
                  terminal, displayed under the address "US0001M [Index] Q [Go]"
              effective as of 11:00 A.M., London time, two Business Days
                 prior to the first day of such Interest Period, provided that
if no such                                  

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             offered rates appear on such page, the LIBO Rate for such
           Interest Period will be the arithmetic average (rounded
               upwards, if necessary, to the next higher 1/100th of 1%) of
                  rates quoted by not less than two major banks in New York, New
       York, selected by applicable Lender Group Agent, at
              approximately 10:00 a.m.(New York City time), two Business
            Days prior to the first day of such Interest Period, for
                  deposits in U.S. dollars offered by leading European banks for
            a period comparable to such Interest Period in an amount
               comparable to the principal amount of such Loan, divided by
           (A) one minus the maximum aggregate reserve requirement
         (including all basic, supplemental, marginal or other
               reserves) which is imposed against the applicable Lender in
                 respect of Eurocurrency liabilities, as defined in Regulation
                D of the Board of Governors of the Federal Reserve System as
         in effect from time to time (expressed as a decimal),
              applicable to such Interest Period plus (B) the Applicable
               Margin, as defined in the Fee Letter for such Lender Group.

        In any such case, the LIBO Rate shall be rounded, if
 necessary, to the next higher 1/100th of 1%."

           (N)   The definition of "Liquidity Agreement" is hereby amended and
restated in its entirety as follows:                    

                        "Liquidity Agreement: For the Blue Ridge Group, the Blue
          Ridge Liquidity Agreement, for the Atlantic Group, the
                Atlantic Liquidity Agreement and for any other Lender Group,
    as defined in the related Assignment Agreement."

            (O)   The definition of "Liquidity Commitment" is hereby amended and
restated in its entirety as follows:                    

                     "Liquidity Commitment: As to each Liquidity Bank, its
               commitment under the related Liquidity Agreement (which for
                 Blue Ridge Liquidity Banks and Atlantic Liquidity Banks shall
                  equal 102% of its Commitment hereunder and for Liquidity Banks
                related to any other Lender Group shall equal the percentage
           of such Liquidity Bank's Commitment as set forth in the
related Assignment Agreement)."             

      (P)   The definition of "Liquidity Termination Date" is hereby
amended and restated in its entirety as follows:        

                        "Liquidity Termination Date: For any Lender Group on any
day:                                        

                       (A)   the date on which such Lender Group's
                       Liquidity Banks' Liquidity Commitments expire, cease to
be available to the             

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                   applicable Conduit or otherwise cease to be in full
force and effect; or            

                            (B)   the date on which a Downgrading Event with
                       respect to a related Liquidity Bank shall have occurred
                  and been continuing for not less than 30 days, and
                       either (I) the Downgraded Liquidity Bank shall not have
                     been replaced by an Eligible Assignee pursuant to the
                     applicable Liquidity Agreement, or (II) the Liquidity
                      Commitment of such Downgraded Liquidity Bank shall not
                        have been funded or collateralized in such a manner that
                     will avoid a reduction in or withdrawal of the credit
                    rating applied to the Commercial Paper issued by the
                        Conduit to which such Liquidity Agreement applies by any
                  of the rating agencies then rating such Commercial
Paper.                          

           (Q)   The definition of "Prime Rate" is hereby amended and restated
in its entirety as follows:                             

                        "Prime Rate: For any Lender Group on any day, a rate per
                 annum equal to the prime rate of interest announced from time
           to time by the related Lender Group Agent (which is not
                  necessarily the lowest rate charged to any customer), changing
when and as said prime rate changes."       

           (R)   The definition of "Rating Agency Condition" is hereby amended
and restated in its entirety as follows:                

                     "Rating Agency Condition: For (i) any Lender Group on
            any day, as defined in the related Assignment Agreement;

                   (ii)  for the Blue Ridge Group: that Blue Ridge has
                  received any required written notice from S&P and Moody's that
           an amendment, a change or a waiver will not result in a
               withdrawal or downgrade of the then current ratings on Blue
Ridge's Commercial Paper; and               

                        (iii) the Atlantic Group: that Atlantic has received any
               required written notice from S&P, Fitch Ratings and Moody's
                that an amendment, a change or a waiver will not result in a
          withdrawal or downgrade of the then current ratings on
Atlantic's Commercial Paper."               

           (S)   The definition of "Receivable" is hereby amended by replacing
such definition in its entirety with the following:     

                        "Receivable: All indebtedness and other obligations owed
             to Borrower or any Originator (at the time it arises, and
before giving effect                        

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            to any transfer or conveyance under the Receivables Sale
          Agreement) or in which Borrower or an Originator has a
           security interest or other interest, including, without
        limitation, any indebtedness, obligation or interest
                 constituting an account, chattel paper, instrument or general
               intangible, arising in connection with the sale of goods or
            the rendering of services by an Originator and all other
               obligations of each Obligor in respect thereto, and further
           includes, without limitation, the obligation to pay any
                Finance Charges and sales or use taxes with respect thereto;
                 provided, however, that "Receivables" shall only include such
             indebtedness and other obligations that, on the date such
              indebtedness or other obligation arises, are maintained on
              either an Originator's (or the Servicer's) (i) "Commercial
               Management System", excluding the Excluded CMS Districts or
                (ii) "InfoPro System", excluding the Excluded InfoPro System
                 Divisions and InfoPro System obligations with a class code of
               RESI. Indebtedness and other rights and obligations arising
            from any one transaction, including, without limitation,
                indebtedness and other rights and obligations represented by
                 an individual invoice, shall constitute a Receivable separate
              from a Receivable consisting of the indebtedness and other
              rights and obligations arising from any other transaction;
                  provided further, that any indebtedness, rights or obligations
                referred to in the immediately preceding sentence shall be a
          Receivable regardless of whether the account debtor or
                 Borrower treats such indebtedness, rights or obligations as a
separate payment obligation."               

     (ii)  The following definitions are added in the appropriate alphabetical
order to Exhibit I to the Agreement:                                            

(A)   "Atlantic Group Agent: Calyon."                   

   (B)   "Atlantic Asset: Atlantic Asset Securitization Corp."

      (C)   "Atlantic Group: The Lender Group consisting of Atlantic
          Asset, the Atlantic Group Agent and the Atlantic Liquidity Banks."

            (D)   "Atlantic Liquidity Agreement: That certain Liquidity Purchase
        Agreement, dated as of September 30, 2004, by and among Atlantic
         Asset, the financial institutions from time to time party thereto
       and Calyon, as the same may be amended, modified, waived and/or
restated."                                              

            (E)   "Atlantic Liquidity Bank: The financial institutions from time
            to time members of the Atlantic Group as Liquidity Banks thereof and
          Calyon (in its capacity as initial Liquidity Bank for the Atlantic
Group)."                                                

(F)   "Calyon: Calyon New York Branch."                 

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       (G)   "Excluded CMS Districts: The Commercial Management System
    Districts set forth on Schedule I to this Agreement, as such
    schedule may be modified from time to time in writing by the
Borrower, the Lender Group Agents and the Agent."       

    (H)   "Excluded InfoPro System Divisions: The InfoPro System
     Divisions set forth on Schedule II to this Agreement, as such
    schedule may be modified from time to time in writing by the
Borrower, the Lender Group Agents and the Agent."       

(I)   "Fitch Ratings: Fitch, Inc."                      

 (J)   "Reinvestment: As defined in Section 2.2(a) of this
Agreement."                                 

     (c)   Section 1.4(a)(v) is hereby amended and restated in its entirety as
follows:                                                                        

            "(v) any of the representations and warranties of Borrower set forth
      in Section 5.1(i), (j), (r), (s), (t) and (u) were not true when made with
    respect to any Receivable, other than the failure of such representation
      and warranty to be true from and after September 30, 2004 to and including
     October 30, 2004 arising from the failure of Borrower to file or cause to
      be filed on or prior to October 30, 2004 proper UCC termination statements
      necessary to release all security interests and other rights of any Person
 in the Receivables, Contracts and Related Security related to the UCC
Financing Statements listed on Schedule F to this Agreement,"       

     (d)   The first sentence of Section 7.2(c) is hereby amended and restated
in its entirety as follows:                                                     

         "Except in compliance with the provisions of Section 7.1(a)(vii),
such Loan Party will not make any change to the Credit and Collection Policy    
that could adversely affect the collectibility of the Receivables or decrease   
the credit quality of any newly created Receivables."                           

      (e)   Section 8.7(b)(ix) is hereby amended and restated in its entirety as
follows:                                                                        

           "any failure by the Servicer to maintain or to cause any Originator
      or Servicer Party to maintain, all indebtedness and other obligations owed
      to Borrower or any Originator that, on the date such indebtedness or other
 obligation arises (the "Creation Date") on the "Commercial Management
System" (excluding the Excluded CMS Districts) or "InfoPro System"  
(excluding the Excluded InfoPro System Divisions and InfoPro System 
    obligations with a class code of RESI) of any Originator or any Servicer
     Party, on such "Commercial Management System" (excluding the Excluded CMS
 Districts) or "InfoPro System" (excluding the Excluded InfoPro System
      Divisions and InfoPro System obligations with a class code of RESI) at all
times from and after such Creation Date until such time as such     
   indebtedness or other obligations are no longer subject to the terms of
this Agreement."                                                    

11


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  (f)   Section 8.8(b) is hereby amended and restated in its entirety as
follows:                                                                        

         "The Servicer shall maintain, and shall cause each Originator and
Servicer Party to maintain, all indebtedness and other obligations owed to      
Borrower or any Originator that, on the Creation Date, are reported on the      
"Commercial Management System" (excluding the Excluded CMS Districts) or        
"InfoPro System" (excluding the Excluded InfoPro System Divisions and InfoPro   
System obligations with a class code of RESI) of any Originator or any Servicer 
Party, on such "Commercial Management System" (excluding the Excluded CMS       
Districts) or "InfoPro System" (excluding the Excluded InfoPro System Divisions 
and InfoPro System obligations with a class code of RESI) at all times from and 
after such Creation Date until such time as such indebtedness or other          
obligations are no longer subject to the terms of this Agreement."              

(g)   The table set forth in Exhibit IV hereto hereby replaces the  
existing Exhibit IV to the Agreement.                                           

  (h)   Schedule A hereto hereby replaces the existing Schedule A to the
Agreement.                                                                      

  (i)   Schedule C hereto hereby replaces the existing Schedule C to the
Agreement.                                                                      

   (j)   Schedule D hereto is hereby added to the Agreement as Schedule D.

   (k)   Schedule E hereto is hereby added to the Agreement as Schedule E.

   (l)   Schedule F hereto is hereby added to the Agreement as Schedule F.

SECTION 2. Effectiveness and Effect.                                

This Amendment shall become effective as of October 1, 2004 (the    
"Effective Date"); provided, that each of the following conditions precedent    
shall have been satisfied:                                                      

(a)   This Amendment, the Sixth Amendment to the Receivables Sale   
Agreement, dated as of the date hereof, the Joinder Agreement to the Receivables
Sale Agreement, dated as of the date hereof, and the Amended and Restated Fee   
Letter, dated as of the date hereof, shall have been executed and delivered by a
duly authorized officer of each party thereto.                                  

      (b)   The Agent, Blue Ridge Agent and Atlantic Group Agent shall each have
received a Certificate of an officer of each of the Borrower and the Servicer   
certifying that the representations and warranties of each of the Borrower and  
the Servicer contained in the Transaction Documents are true and correct on and 
as of the date hereof as though made on and as of the date hereof.              

12


EX-10.7013th Page of 31TOC1stPreviousNext↓BottomJust 13th

     (c)   The Borrower and the Servicer shall each be in compliance with each
of its covenants set forth herein and each of the Transaction Documents to which
it is a party.                                                                  

     (d)   No event has occurred which constitutes an Amortization Event or an
Unmatured Amortization Event and the Termination Date shall not have occurred.  

     (e)   Calyon shall have received a reliance letter, in form and substance
satisfactory to Calyon, dated as of the date hereof relating to each of the     
following opinions: (i) the corporate matters/enforceability/perfection and     
priority opinion of Latham and Watkins LLP, dated as of March 31, 2003; (2) the 
true sale/substantive non-consolidation opinion of Latham and Watkins LLP, dated
as of March 31, 2003; (3) the internal legal counsel opinion of Allied Waste    
Industries, Inc., dated as of March 21, 2003; (4) the Pennsylvania perfection   
and priority opinion of Reed Smith LLP, dated as of March 21, 2003; and (5) the 
Massachusetts perfection and priority opinion of Bingham McCutchen LLP, dated as
of March 21, 2003.                                                              

     (f)   With respect to each Originator listed on Exhibit I hereto, each of
the Lenders, the Lender Group Agents and the Agent shall have received the      
following legal opinions: (i) corporate matters and enforceability opinion; (ii)
true sale/substantive non-consolidation opinion; (iii) internal legal counsel   
opinion; and (iv) perfection and priority (based solely upon counsel's review of
applicable UCC search reports) opinion with respect to the applicable           
jurisdiction; provided, however, that the opinion described in clause (iv) of   
this paragraph shall only be required with respect to any such Originator if,   
after giving effect to the transfer of the Receivables by such Originator to the
Borrower, the aggregate Outstanding Balance of Receivables transferred to the   
Borrower by such Originator and any other Originator having the same            
jurisdiction of formation as such Originator exceeds 2% of the aggregate        
Outstanding Balance of Receivables."                                            

(g)   The Borrower and the Servicer shall each have taken such other
action, including delivery of approvals, consents, opinions, documents and      
instruments, as Calyon may request.                                             

(h)   The Fee Letter for the Atlantic Group shall be executed and   
delivered to Calyon.                                                            

    (i)   Each of the Lender Group Agents and the Agent shall have received,
by wire transfer in immediately available funds, all fees due to each of them on
the date hereof.                                                                

      (j)   With respect to the Borrower, each of the Lenders, the Lender Groups
Agents and the Agent shall have received a legal opinion regarding corporate    
matters and enforceability regarding this Amendment, the Fee Letter for the     
Calyon and the Amended and Restated Fee Letter for Blue Ridge.                  

13


EX-10.7014th Page of 31TOC1stPreviousNext↓BottomJust 14th

SECTION 3. Reference to and Effect on the Agreement and the Related 
Documents.                                    

(a)   Upon the effectiveness of this Amendment, (i) each of the Loan
Parties hereby reaffirms all representations and warranties made by it in       
Article V of the Agreement (as amended hereby) and agrees that all such         
representations and warranties shall be deemed to have been restated as of the  
effective date of this Amendment, (ii) each of the Loan Parties hereby          
represents and warrants that no Amortization Event or Unmatured Amortization    
Event shall have occurred and be continuing and (iii) each reference in the     
Agreement to "this Agreement", "hereunder", "hereof", "herein" or words of like 
import shall mean and be, and any references to the Agreement in any other      
document, instrument or agreement executed and/or delivered in connection with  
the Agreement shall mean and be, a reference to the Agreement as amended hereby.

    (b)   The Borrower hereby agrees that in addition to any costs otherwise
required to be paid pursuant to the Transaction Documents, the Borrower shall   
pay the reasonable legal fees and out-of pocket expenses of the Agent's counsel,
Hunton & Williams LLP, and all audit fees and due diligence costs incurred by   
the Agent in connection with the consummation of this Amendment.                

SECTION 4. Consent to Sixth Amendment to Receivables Sale Agreement.

   Each of the Lender Group Agents and the Agent hereby approves the Sixth
Amendment to the Receivables Sale Agreement, dated as of the date hereof and all
other documents executed and or delivered in connection herewith.               

SECTION 5. Governing Law.                                           

   This Amendment will be governed by and construed in accordance with the
laws of the State of New York.                                                  

SECTION 6. Severability.                                            

Each provision of this Amendment shall be severable from every other
provision of this Amendment for the purpose of determining the legal            
enforceability of any provision hereof, and the unenforceability of one or more 
provisions of this Amendment in one jurisdiction shall not have the effect of   
rendering such provision or provisions unenforceable in any other jurisdiction. 

14


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SECTION 7. Counterparts.                                            

     This Amendment may be executed in one or more counterparts, each of which
shall be deemed to be an original, but all of which together shall constitute   
one and the same instrument. Delivery of an executed counterpart of a signature 
page by facsimile shall be effective as delivery of a manually executed         
counterpart of this Amendment.                                                  

[remainder of page intentionally left blank]

15


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     IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
by their respective officers thereunto duly authorized, as of the date first    
above written.                                                                  

                                        ALLIED RECEIVABLES FUNDING INCORPORATED,
               as the Borrower

                        By: /s/ GREGORY J. REDDY
                              ------------------------
                       Name:  Gregory J. Reddy
                           Title:  Assistant Secretary

                                 ALLIED WASTE NORTH AMERICA, INC.,
               as the Servicer

                        By: /s/ GREGORY J. REDDY
                               -------------------------
                       Name:  Gregory J. Reddy
                           Title:  Assistant Treasurer

 [additional signatures to follow]

[Signature Page to Seventh Amendment to 
Credit and Security Agreement for Allied] 


EX-10.7017th Page of 31TOC1stPreviousNext↓BottomJust 17th

                                     BLUE RIDGE ASSET FUNDING CORPORATION,
           as a Lender

                                    by:   Wachovia Capital Markets, LLC,
                               as Attorney-in-Fact

                                        By:_____________________________________
                                        Name:___________________________________
                                        Title:__________________________________

                                    WACHOVIA BANK, NATIONAL ASSOCIATION,
                                    as a Liquidity Bank, as Lender Group
                                        Agent for the Lender Group of which Blue
                              Ridge is a member and as Agent

                                        By:_____________________________________
                                        Name:___________________________________
                                        Title:__________________________________

Consented to this ___ day of September, 2004:                                   

WACHOVIA BANK, NATIONAL ASSOCIATION,                                            
as Liquidity Agent and sole Investor under                                      
the Blue Ridge Liquidity Agreement                                              

By:___________________________________                                          
Name:_________________________________                                          
Title:________________________________                                          

 [additional signatures to follow]

[Signature Page to Seventh Amendment to 
Credit and Security Agreement for Allied] 


EX-10.7018th Page of 31TOC1stPreviousNext↓BottomJust 18th

                                    ATLANTIC ASSET SECURITIZATION CORP.,
           as a Lender

                                        By:_____________________________________
                                        Name:___________________________________
                                        Title:__________________________________

                                        By:_____________________________________
                                        Name:___________________________________
                                        Title:__________________________________

                       CALYON NEW YORK BRANCH,
                                       as Atlantic Group Agent and as Atlantic
              Liquidity Bank

                                        By:_____________________________________
                                        Name:___________________________________
                                        Title:__________________________________

                                        By:_____________________________________
                                        Name:___________________________________
                                        Title:__________________________________

 [end of signatures]

[Signature Page to Seventh Amendment to 
Credit and Security Agreement for Allied] 


EX-10.7019th Page of 31TOC1stPreviousNext↓BottomJust 19th

 Exhibit I

 List of New Originators

Albany-Lebanon Sanitation, Inc.                                                 
American Disposal Services of Illinois, Inc.                                    
American Disposal Services of Missouri, Inc.                                    
American Disposal Services of West Virginia, Inc.                               
BFI Waste Systems of New Jersey, Inc.                                           
Capitol Recycling and Disposal, Inc.                                            
City-Star Services, Inc.                                                        
Clarkston Disposal, Inc.                                                        
Corvallis Disposal Co.                                                          
County Disposal (Ohio), Inc.                                                    
County Landfill, Inc.                                                           
D & L Disposal L.L.C.                                                           
Dallas Disposal Co.                                                             
Delta Container Corporation                                                     
Dempsey Waste Systems II, Inc.                                                  
Dinverno, Inc.                                                                  
Grants Pass Sanitation, Inc.                                                    
Harland's Sanitary Landfill, Inc.                                               
Illiana Disposal Partnership                                                    
Island Waste Services Ltd.                                                      
Keller Drop Box, Inc.                                                           
Key Waste Indiana Partnership                                                   
Lathrop Sunrise Sanitation Corporation                                          
McInnis Waste Systems, Inc.                                                     
Packerton Land Company, L.L.C.                                                  
Rabanco, Ltd.                                                                   
Regional Disposal Company                                                       
Rossman Sanitary Service, Inc.                                                  
Suburban Carting Corp.                                                          
Sunrise Sanitation Service, Inc.                                                
Sunset Disposal Service, Inc.                                                   
Sunset Disposal, Inc.                                                           
Thomas Disposal Service, Inc.                                                   
United Disposal Service, Inc.                                                   


EX-10.7020th Page of 31TOC1stPreviousNext↓BottomJust 20th

Schedule A

LENDER GROUPS, LENDER GROUP AGENTS, CONDUIT LENDERS, AND LIQUIDITY
BANKS AND COMMITMENTS OF LIQUIDITY BANKS
I.    Blue Ridge Group                                                          

                                                                [Download Table]
                                    
Conduit Lender:         Blue Ridge  
Lender Group Agent:     Wachovia    
Liquidity Banks:        Wachovia    
Commitment:             $115,000,000

II.   Atlantic Group                                                            

                                                                [Download Table]
                                      
Conduit Lender:         Atlantic Asset
Lender Group Agent:     Calyon        
Liquidity Bank:         Calyon        
Commitment:             $115,000,000  


EX-10.7021st Page of 31TOC1stPreviousNext↓BottomJust 21st

Schedule C

[insert list of originators]


EX-10.7022nd Page of 31TOC1stPreviousNext↓BottomJust 22nd

Schedule D

 Excluded Commercial Management System Districts

Commercial Management System Districts 293, 338, 365, 383, 342, 418, 436, 551,  
711, 777, 1180, 1251, 1454, 1456, 1457, 1486, 1625, 1626, 1639, 1726, 1767,     
1768, 1770, 1771, 1773, 1777, 1779, 1788 and 1793                               


EX-10.7023rd Page of 31TOC1stPreviousNext↓BottomJust 23rd

Schedule E

 Excluded InfoPro System Divisions

InfoPro System Divisions 279, 284, 285, 476, 354, 175, 176 and 261


EX-10.7024th Page of 31TOC1stPreviousNext↓BottomJust 24th

Schedule F

                                                        [Enlarge/Download Table]

       Debtor              File #      File Date  Jurisdiction of Filing        Secured Party      
--------------------  ---------------  ---------  ----------------------  -------------------------
                                                                                                   
    Allied Waste          3163349       6/26/03          Delaware             Citicorp USA, Inc.   
    Systems, Inc.                                                                                  

    Allied Waste          7449062       8/21/03          Illinois         Wireless Capital Partners
Transportation, Inc.                                                                  LLC          

      BFI Waste         200000055292    5/31/00       North Carolina         Recycling Equipment   
  Services, L.L.C.                                                               Corporation       

    Rabanco, Ltd.     2003-129-9301-8  12/12/03        Washington             FleetPride, Inc.     

  Regional Disposal     92-087-0044     3/27/97        Washington             Snohomish County     
       Company                                                                                     


EX-10.7025th Page of 31TOC1stPreviousNext↓BottomJust 25th

Exhibit IV

 Names of Collection Banks; Lock-Boxes & Collection Accounts

                                                        [Enlarge/Download Table]

                                            CMS     InfoPro                               Zip    Lockbox    Other     Account  
Originator                                District  Division  PO Box      Site     State  Code   Account   Account  Description
----------------------------------------  --------  --------  -------  ----------  -----  -----  --------  -------  -----------
                                                                                                                               
BFI Waste Systems of North America, Inc.    121                 78038  Phoenix      AZ    85062  28216049                      
BFI Waste Systems of North America, Inc.    122                830110  Baltimore    MD    21283  28216049                      
BFI Waste Systems of North America, Inc.    131                 78917  Phoenix      AZ    85062  28216049                      
BFI Waste Systems of North America, Inc.    145                 78031  Phoenix      AZ    85062  28216049                      
BFI Waste Systems of North America, Inc.    146                 78031  Phoenix      AZ    85062  28216049                      
BFI Waste Systems of North America, Inc.    153                 78017  Phoenix      AZ    85062  28216049                      
BFI Waste Systems of North America, Inc.    156                 78024  Phoenix      AZ    85062  28216049                      
BFI Waste Systems of North America, Inc.    158                 79064  Phoenix      AZ    85062  28216049                      
BFI Waste Services, LLC                     160               9001227  Louisville   KY    40290  28216049                      
BFI Waste Services of Massachusetts, LLC    175                830102  Baltimore    MD    21283  28216049                      
BFI Waste Systems of North America, Inc.    200               9001219  Louisville   KY    40290  28216049                      
Allied Waste Systems, Inc                   215                 78440  Phoenix      AZ    85062  28216049                      
BFI Waste Systems of North America, Inc.    245                 78429  Phoenix      AZ    85062  28216049                      
Browning-Ferris Industries of Ohio, Inc.    250               9001256  Louisville   KY    40290  28216049                      
BFI Waste Services of Texas, LP             271                 78701  Phoenix      AZ    85062  28216049                      
BFI Waste Services of Texas, LP             272                 78760  Phoenix      AZ    85062  28216049                      
BFI Waste Services of Texas, LP             275                 78720  Phoenix      AZ    85062  28216049                      
BFI Waste Services of Texas, LP             276                 78717  Phoenix      AZ    85062  28216049                      
BFI Waste Services, LLC                     278               9001215  Louisville   KY    40290  28216049                      
BFI Waste Services, LLC                     279               9001216  Louisville   KY    40290  28216049                      
BFI Waste Services, LLC                     280               9001217  Louisville   KY    40290  28216049                      
BFI Waste Services, LLC                     282                 78753  Phoenix      AZ    85062  28216049                      
BFI Waste Services, LLC                     283                 78750  Phoenix      AZ    85062  28216049                      
BFI Waste Services of Texas, LP             288                 78703  Phoenix      AZ    85062  28216049                      
BFI Waste Services, LLC                     300               9001625  Louisville   KY    40290  28216049                      
BFI Waste Services, LLC                     309               9001624  Louisville   KY    40290  28216049                      
BFI Waste Systems of North America, Inc.    316                 78030  Phoenix      AZ    85062  28216049                      
BFI Waste Systems of North America, Inc.    322                830103  Baltimore    MD    21283  28216049                      
BFI Waste Systems of North America, Inc.    323                 78527  Phoenix      AZ    85062  28216049                      


EX-10.7026th Page of 31TOC1stPreviousNext↓BottomJust 26th

                                                        [Enlarge/Download Table]
                                                                                       
BFI Waste Services, LLC                   325  9001202  Louisville  KY  40290  28216049
BFI Waste Services, LLC                   326  9001224  Louisville  KY  40290  28216049
BFI Waste Systems of North America, Inc.  335    78370  Phoenix     AZ  85062  28216049
BFI Waste Systems of North America, Inc.  341   830119  Baltimore   MD  21283  28216049
BFI Waste Services, LLC                   343   830129  Baltimore   MD  21283  28216049
BFI Waste Services, LLC                   344   830130  Baltimore   MD  21283  28216049
BFI Waste Services, LLC                   345   830131  Baltimore   MD  21283  28216049
BFI Waste Services, LLC                   347  9001265  Louisville  KY  40290  28216049
BFI Waste Services, LLC                   358   830135  Baltimore   MD  21283  28216049
Browning-Ferris Industries of Ohio, Inc.  360   830125  Baltimore   MD  21283  28216049
BFI Waste Services, LLC                   362  9001228  Louisville  KY  40290  28216049
BFI Waste Services, LLC                   364  9001229  Louisville  KY  40290  28216049
Allied Waste Transportation, Inc.         368    78029  Phoenix     AZ  85062  28216049
BFI Waste Services, LLC                   378  9001487  Louisville  KY  40290  28216049
BFI Waste Services of Texas, LP           395    78708  Phoenix     AZ  85062  28216049
BFI Waste Services of Texas, LP           397    78718  Phoenix     AZ  85062  28216049
BFI Waste Services of Texas, LP           398    78719  Phoenix     AZ  85062  28216049
BFI Waste Services of Texas, LP           416    78722  Phoenix     AZ  85062  28216049
BFI Waste Services of Massachusetts, LLC  420   830106  Baltimore   MD  21283  28216049
BFI Waste Services, LLC                   421   830137  Baltimore   MD  21283  28216049
BFI Waste Services, LLC                   425  9001626  Louisville  KY  40290  28216049
BFI Waste Services, LLC                   426  9001628  Louisville  KY  40290  28216049
BFI Waste Systems of North America, Inc.  429  9001220  Louisville  KY  40290  28216049
BFI Waste Services, LLC                   430  9001206  Louisville  KY  40290  28216049
Browning-Ferris Industries of Ohio, Inc.  433  9001259  Louisville  KY  40290  28216049
BFI Waste Systems of North America, Inc.  437    78938  Phoenix     AZ  85062  28216049
BFI Waste Services of Pennsylvania, LLC   441   830124  Baltimore   MD  21283  28216049
BFI Waste Services of Massachusetts, LLC  448   830107  Baltimore   MD  21283  28216049
BFI Waste Systems of North America, Inc.  449   830127  Baltimore   MD  21283  28216049
BFI Waste Services, LLC                   450   830039  Baltimore   MD  21283  28216049
BFI Waste Services, LLC                   457  9001489  Louisville  KY  40290  28216049
BFI Waste Services, LLC                   459  9001003  Louisville  KY  40290  28216049
BFI Waste Services of Massachusetts, LLC  485   830104  Baltimore   MD  21283  28216049
BFI Waste Services, LLC                   487  9001630  Louisville  KY  40290  28216049
BFI Waste Systems of North America, Inc.  500  9001221  Louisville  KY  40290  28216049
BFI Waste Services, LLC                   543   830138  Baltimore   MD  21283  28216049
BFI Waste Services, LLC                   552   830140  Baltimore   MD  21283  28216049


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                                                        [Enlarge/Download Table]
                                                                                          
BFI Waste Services of Pennsylvania, LLC    613   830121  Baltimore   MD  21283  28216049  
BFI Waste Services of Pennsylvania, LLC    626   830122  Baltimore   MD  21283  28216049  
BFI Waste Services of Massachusetts, LLC   642   830109  Baltimore   MD  21283  28216049  
BFI Waste Services, LLC                    670  9001225  Louisville  KY  40290  28216049  
BFI Waste Systems of North America, Inc.   681  9001222  Louisville  KY  40290  28216049  
BFI Waste Systems of North America, Inc.   709  9001223  Louisville  KY  40290  28216049  
BFI Waste Services of Texas, LP            715    78756  Phoenix     AZ  85062  28216049  
BFI Waste Services of Massachusetts, LLC   717   830113  Baltimore   MD  21283  28216049  
BFI Waste Services, LLC                    723   830141  Baltimore   MD  21283  28216049  
BFI Waste Services, LLC                    732  9001218  Louisville  KY  40290  28216049  
BFI Waste Services of Texas, LP            741    78723  Phoenix     AZ  85062  28216049  
BFI Waste Services, LLC                    813   830142  Baltimore   MD  21283  28216049  
BFI Waste Systems of North America, Inc.   824  9001632  Louisville  KY  40290  28216049  
BFI Waste Services of Pennsylvania, LLC    847   830123  Baltimore   MD  21283  28216049  
BFI Waste Services, LLC                    852   830132  Baltimore   MD  21283  28216049  
BFI Waste Systems of North America, Inc.   856    78241  Phoenix     AZ  85062  28216049  
BFI Waste Services, LLC                    864  9001267  Louisville  KY  40290  28216049  
BFI Waste Services of Indiana, LP          868  9001245  Louisville  KY  40290  28216049  
BFI Waste Systems of North America, Inc.   896    78940  Phoenix     AZ  85062  28216049  
BFI Waste Services of Massachusetts, LLC   955   830038  Baltimore   MD  21283  28216049  
BFI Waste Services, LLC                    994  9001392  Louisville  KY  40290  28216049  
BFI Waste Services, LLC                   1230   830133  Baltimore   MD  21283  28216049  
BFI Waste Systems of North America, Inc.  1244    78460  Phoenix     AZ  85062  28216049  
BFI Waste Services, LLC                   1258  9001226  Louisville  KY  40290  28216049  
BFI Waste Services of Pennsylvania, LLC   1259   830108  Baltimore   MD  21283  28216049  
BFI Waste Systems of North America, Inc.  1277  9001233  Louisville  KY  40290  28216049  
BFI Waste Services of Pennsylvania, LLC   1435   830111  Baltimore   MD  21283  28216049  
BFI Waste Services, LLC                   1465   830114  Baltimore   MD  21283  28216049  
BFI Waste Services of Texas, LP           1597    78841  Phoenix     AZ  85062  28216049  
BFI Waste Services, LLC                   1723   830134  Baltimore   MD  21283  28216049  
BFI Waste Services, LLC                   1738  9001490  Louisville  KY  40290  28216049  
BFI Waste Systems of North America, Inc.  1757    78729  Phoenix     AZ  85062  28216049  
Allied Services, LLC                      1763  9001660  Louisville  KY  40290  28216049  
BFI Waste Systems of North America, Inc.  1766    79019  Phoenix     AZ  85062  28216049  
BFI Waste Systems of North America, Inc.  1769    79021  Phoenix     AZ  85062  28216049  
BFI Waste Services, LLC                   1778  9001232  Louisville  KY  40290  28216049  
BFI Waste Systems of North America, Inc.  1780    78124  Phoenix     AZ  85062  28216049  


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                                                        [Enlarge/Download Table]
                                                                                                
Browning-Ferris Industries of Ohio, Inc.  1781        830228  Baltimore   MD  21283   28216049  
Greenridge Waste Services, LLC            1782        830147  Baltimore   MD  21283   28216049  
BFI Waste Services, LLC                   1783       9001662  Louisville  KY  40290   28216049  
BFI Waste Services, LLC                   1784       9001663  Louisville  KY  40290   28216049  
BFI Waste Systems of North America, Inc.  1785        830145  Baltimore   MD  21283   28216049  
BFI Waste Services of Massachusetts, LLC  1787        830146  Baltimore   MD  21283   28216049  
BFI Waste Systems of North America, Inc.  1789         79065  Phoenix     AZ  85062   28216049  
Brenham Total Roll-Offs, LP               1791         79037  Phoenix     AZ  85062   28216049  
BFI Waste Services, LLC                   1792       9001665  Louisville  KY  40290   28216049  
Allied Services, LLC                      1794       9001666  Louisville  KY  40290   28216049  
BFI Waste Services, LLC                   1795       9001667  Louisville  KY  40290   28216049  
BFI Waste Systems of North America, Inc.  1796         79054  Phoenix     AZ  85062   28216049  
BFI Waste Systems of North America, Inc.  1797       9001668  Louisville  KY  40290   28216049  
Allied Waste Transportation, Inc.         1798         79070  Phoenix     AZ  85062   28216049  
BFI Waste Services, LLC                   9241       9001484  Louisville  KY  40290   28216049  
BFI Waste Services, LLC                   9455       9001617  Louisville  KY  40290   28216049  
BFI Waste Systems of North America, Inc.        261  9001099  Louisville  KY  40290  648859544  
Browning-Ferris Industries Of Ohio, Inc.        009  9001099  Louisville  KY  40290  648859544  
Allied Services, LLC                            015  9001154  Louisville  KY  40290  648859544  
Allied Services, LLC                            035  9001099  Louisville  KY  40290  648859544  
Allied Waste Systems, Inc. (DE)                 046  9001099  Louisville  KY  40290  648859544  
Allied Waste Systems, Inc. (DE)                 060    78829  Phoenix     AZ  85062  648859544  
Allied Waste Systems, Inc. (DE)                 069    78829  Phoenix     AZ  85062  648859544  
Allied Waste Systems, Inc. (DE)                 070    78829  Phoenix     AZ  85062  648859544  
Allied Waste Systems, Inc. (DE)                 071    78829  Phoenix     AZ  85062  648859544  
Allied Waste Systems, Inc. (DE)                 079    78829  Phoenix     AZ  85062  648859544  
Allied Waste Systems, Inc. (DE)                 091  9001099  Louisville  KY  40290  648859544  
BFI Waste Services Of Massachusetts, LLC        098  9001099  Louisville  KY  40290  648859544  
Rabanco, Ltd.                                   172    78829  Phoenix     AZ  85062  648859544  
Rabanco, Ltd.                                   183    78829  Phoenix     AZ  85062  648859544  
Rabanco, Ltd.                                   197    78829  Phoenix     AZ  85062  648859544  
Rabanco, Ltd.                                   198    78829  Phoenix     AZ  85062  648859544  
Sunrise Sanitation Service, Inc.                205    78829  Phoenix     AZ  85062  648859544  
Sunset Disposal Service,  Inc.                  206    78829  Phoenix     AZ  85062  648859544  
Lathrop Sunrise Sanitation Corporation          207    78829  Phoenix     AZ  85062  648859544  
Delta Container Corporation                     208    78829  Phoenix     AZ  85062  648859544  
Browning-Ferris Industries Of Ohio, Inc.        223  9001099  Louisville  KY  40290  648859544  


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Browning-Ferris Industries Of Ohio, Inc.     226  9001099  Louisville  KY  40290  648859544  
Allied Waste Transportation, Inc.            233    78829  Phoenix     AZ  85062  648859544  
Clarkston Disposal, Inc.                     237  9001099  Louisville  KY  40290  648859544  
Harland's Sanitary Landfill, Inc.            239  9001099  Louisville  KY  40290  648859544  
Allied Waste Systems, Inc. (DE)              240  9001099  Louisville  KY  40290  648859544  
Allied Waste Systems, Inc. (DE)              241  9001099  Louisville  KY  40290  648859544  
Dinverno, Inc.                               247  9001099  Louisville  KY  40290  648859544  
City-Star Services, Inc.                     249  9001099  Louisville  KY  40290  648859544  
BFI Waste Systems of North America, Inc.     253  9001099  Louisville  KY  40290  648859544  
BFI Waste Systems of North America, Inc.     259  9001099  Louisville  KY  40290  648859544  
Dempsey Waste Systems II, Inc.               260  9001099  Louisville  KY  40290  648859544  
Allied Waste Systems, Inc. (DE)              270  9001099  Louisville  KY  40290  648859544  
BFI Waste Systems of New Jersey, Inc.        273  9001099  Louisville  KY  40290  648859544  
Allied Waste Systems, Inc. (DE)              274  9001099  Louisville  KY  40290  648859544  
Island Waste Services Ltd.                   289  9001099  Louisville  KY  40290  648859544  
Suburban Carting Corp.                       293  9001099  Louisville  KY  40290  648859544  
D & L Disposal, L.L.C.                       300  9001099  Louisville  KY  40290  648859544  
Packerton Land Company, L.L.C.               309  9001154  Louisville  KY  40290  648859544  
Allied Waste Transportation, Inc.            330  9001099  Louisville  KY  40290  648859544  
Allied Services, LLC                         340  9001099  Louisville  KY  40290  648859544  
Allied Services, LLC                         346  9001099  Louisville  KY  40290  648859544  
Allied Waste Transportation, Inc.            350  9001099  Louisville  KY  40290  648859544  
D & L Disposal, L.L.C.                       351  9001099  Louisville  KY  40290  648859544  
Allied Waste Transportation, Inc.            352  9001154  Louisville  KY  40290  648859544  
Allied Waste Transportation, Inc.            355  9001154  Louisville  KY  40290  648859544  
American Disposal Services of Illinois, Inc. 366  9001154  Louisville  KY  40290  648859544  
American Disposal Services of Illinois, Inc. 368  9001154  Louisville  KY  40290  648859544  
Allied Waste Systems, Inc. (DE)              375    78829  Phoenix     AZ  85062  648859544  
Sunset Disposal, Inc.                        376  9001099  Louisville  KY  40290  648859544  
County Landfill, Inc.                        381  9001099  Louisville  KY  40290  648859544  
American Disposal Service of                                                                 
  West Virginia, Inc.                        384  9001099  Louisville  KY  40290  648859544  
County Disposal (Ohio), Inc.                 388  9001099  Louisville  KY  40290  648859544  
Allied Services, LLC                         393  9001099  Louisville  KY  40290  648859544  
Allied Services, LLC                         394  9001099  Louisville  KY  40290  648859544  
American Disposal Services of Missouri, Inc. 397  9001099  Louisville  KY  40290  648859544  
Allied Services, LLC                         400  9001154  Louisville  KY  40290  648859544  
Allied Services, LLC                         401  9001099  Louisville  KY  40290  648859544  


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                                                        [Enlarge/Download Table]
                                                                                         
Allied Services, LLC                     435  9001099  Louisville  KY  40290  648859544  
Albany-Lebanon Sanitation, Inc.          450    78829  Phoenix     AZ  85062  648859544  
Capitol Recycling & Disposal, Inc.       451    78829  Phoenix     AZ  85062  648859544  
Corvallis Disposal & Co.                 452    78829  Phoenix     AZ  85062  648859544  
Dallas Disposal Co.                      453    78829  Phoenix     AZ  85062  648859544  
Grants Pass Sanitation, Inc.             454    78829  Phoenix     AZ  85062  648859544  
Keller Drop Box, Inc.                    455    78829  Phoenix     AZ  85062  648859544  
United Disposal Services, Inc.           456    78829  Phoenix     AZ  85062  648859544  
Allied Waste Transportation, Inc.        466    78829  Phoenix     AZ  85062  648859544  
Allied Waste Transportation, Inc.        467    78829  Phoenix     AZ  85062  648859544  
Allied Services, LLC                     468  9001099  Louisville  KY  40290  648859544  
Rossman Sanitary Service, Inc.           469    78829  Phoenix     AZ  85062  648859544  
Mcinnis Waste Systems, Inc.              472    78829  Phoenix     AZ  85062  648859544  
BFI Waste Systems of North America, Inc. 480  9001154  Louisville  KY  40290  648859544  
Rabanco, Ltd.                            482    78829  Phoenix     AZ  85062  648859544  
Regional Disposal Company                487    78829  Phoenix     AZ  85062  648859544  
Thomas Disposal Services, Inc.           497  9001099  Louisville  KY  40290  648859544  
Allied Services, LLC                     501  9001099  Louisville  KY  40290  648859544  
Allied Waste Systems, Inc. (DE)          509    78829  Phoenix     AZ  85062  648859544  
PSI Waste Systems, Inc.                  516    78829  Phoenix     AZ  85062  648859544  
Allied Waste Systems, Inc. (DE)          523    78829  Phoenix     AZ  85062  648859544  
Allied Waste Transportation, Inc.        527    78829  Phoenix     AZ  85062  648859544  
Allied Waste Systems, Inc. (DE)          529    78829  Phoenix     AZ  85062  648859544  
Allied Waste Systems, Inc. (DE)          538    78829  Phoenix     AZ  85062  648859544  
BFI Waste Systems of North America, Inc. 551  9001154  Louisville  KY  40290  648859544  
Allied Waste Transportation, Inc.        710  9001154  Louisville  KY  40290  648859544  
Illiana Disposal Partnership             715  9001099  Louisville  KY  40290  648859544  
Illiana Disposal Partnership             716  9001099  Louisville  KY  40290  648859544  
Key Waste Indiana Partnership            717  9001154  Louisville  KY  40290  648859544  
Allied Waste Transportation, Inc.        719  9001154  Louisville  KY  40290  648859544  
Allied Waste Transportation, Inc.        721  9001154  Louisville  KY  40290  648859544  
Allied Waste Transportation, Inc.        726  9001099  Louisville  KY  40290  648859544  
Allied Waste Transportation, Inc.        729  9001154  Louisville  KY  40290  648859544  
Allied Services, LLC                     730  9001099  Louisville  KY  40290  648859544  
Allied Services, LLC                     732  9001099  Louisville  KY  40290  648859544  
Allied Services, LLC                     737  9001099  Louisville  KY  40290  648859544  
Allied Services, LLC                     742  9001099  Louisville  KY  40290  648859544  



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                                                        [Enlarge/Download Table]
                                                                                                                 
Allied Services, LLC                     743  9001099  Louisville  KY  40290  648859544                          
Allied Services, LLC                     744  9001099  Louisville  KY  40290  648859544                          
Allied Services, LLC                     746  9001099  Louisville  KY  40290  648859544                          
Allied Services, LLC                     747  9001099  Louisville  KY  40290  648859544                          
Allied Waste Transportation, Inc.        753    78829  Phoenix     AZ  85062  648859544                          
Allied Waste Transportation, Inc.        756    78829  Phoenix     AZ  85062  648859544                          
Allied Waste Transportation, Inc.        766  9001154  Louisville  KY  40290  648859544                          
Allied Waste Transportation, Inc.        770  9001154  Louisville  KY  40290  648859544                          
BFI Waste Services, LLC                  780  9001099  Louisville  KY  40290  648859544                          
BFI Waste Services, LLC                  781  9001099  Louisville  KY  40290  648859544                          
Allied Services, LLC                     782  9001099  Louisville  KY  40290  648859544                          
Allied Waste Transportation, Inc.        785    78829  Phoenix     AZ  85062  648859544                          
BFI Waste Services, LLC                  897  9001154  Louisville  KY  40290  648859544                          
BFI Waste Services of Indiana, LP        924  9001099  Louisville  KY  40290  648859544                          
BFI Waste Systems of North America, Inc. 928  9001154  Louisville  KY  40290  648859544                          
BFI Waste Systems of North America, Inc. 933  9001154  Louisville  KY  40290  648859544                          
BFI Waste Services, LLC                  996  9001099  Louisville  KY  40290  648859544                          
Allied Receivables Funding Incorporated                                                  639254986  Concentration
                                                                                                       Account   
Allied Receivables Funding Incorporated                                                  640087243  Incoming ACH 
Allied Receivables Funding Incorporated                                                    1676942  Incoming ACH

Dates Referenced Herein   and   Documents Incorporated by Reference

Referenced-On Page
This ‘10-K’ Filing    Date First  Last      Other Filings
5/31/0548-K
Filed on:2/18/05
For Period End:12/31/048-K
10/30/0411
10/1/0412
9/30/0411110-Q,  8-K
3/31/031310-Q,  424B3,  8-K
3/21/0313
3/7/031
 List all Filings 

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/29/24  Republic Services, Inc.           10-K       12/31/23  154:22M
 2/23/23  Republic Services, Inc.           10-K       12/31/22  142:20M
 2/11/22  Republic Services, Inc.           10-K       12/31/21  143:19M
 2/23/21  Republic Services, Inc.           10-K       12/31/20  153:21M
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