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EXHIBIT 10.1




FOURTEENTH AMENDMENT TO

RECEIVABLES SALE AGREEMENT




     THIS FOURTEENTH AMENDMENT TO RECEIVABLES SALE AGREEMENT, dated as of May 29 2007 (this
“Amendment”), is entered into by and among ALLIED RECEIVABLES FUNDING INCORPORATED, as
buyer (the “Buyer”) and ALLIED WASTE NORTH AMERICA, INC. and the undersigned originators
(the “Originators”). Capitalized terms used and not otherwise defined herein are used as
defined in the Agreement (as defined below and amended hereby).



     WHEREAS, the parties hereto have entered into that certain Receivables Sale Agreement, dated
as of March 7, 2003 (as amended, restated, supplemented or otherwise modified to the date hereof,
the “Agreement”);



     WHEREAS, the parties hereto desire to amend the Agreement in certain respects as hereinafter
set forth;



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



      SECTION 1. Amendment.



Section 7.7(b) of the Agreement is hereby amended by deleting such section and replacing it with
the following:





     “(b) the sum of (i) the aggregate Outstanding Balance of Eligible Receivables
originated by such Originator or, if applicable, such Immaterial Division at the time of the
delivery of such notice and (ii) the aggregate Outstanding Balance of Eligible Receivables
originated by all other Immaterial Originators who have terminated their obligations and
Immaterial Divisions the Receivables of which Buyer has ceased purchasing under this
Agreement since the date that is twelve (12) months prior the date of such notice, is less
than 5% of the aggregate Outstanding Balance of Eligible Receivables on such date,”



     SECTION 2. Reference to and Effect on the Agreement and the Related Documents.


Upon the effectiveness of this Amendment, (i) each of the Originators hereby reaffirms all
representations and warranties made by it in Article II of the Agreement (as amended
hereby) and agrees that all such covenants, 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 Termination 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


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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.




     SECTION 3. Effectiveness and Effect.



This Amendment shall be effective as upon receipt by the Agent of a copy of this Amendment duly
executed by all parties hereto (the “Amendment Effective Date”). Except as otherwise
amended by this Amendment, the Agreement shall continue in full force and effect and is hereby
ratified and confirmed.




     SECTION 4. Fees and Expenses.


The Buyer hereby agrees that in addition to any costs otherwise required to be paid pursuant to the
Transaction Documents, the Buyer 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 5. Governing Law.


This Amendment will be governed by and construed in accordance with the laws of the State of New
York, without giving effect to the conflicts of laws principles thereof (other than Section 5-1401
of the New York General Obligations Law).




     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.




     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]





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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

ALLIED WASTE SERVICES OF NORTH AMERICA, LLC

ALLIED SERVICES, LLC

     By: ALLIED WASTE LANDFILL HOLDINGS, INC.,

               its Managing Member

BFI WASTE SERVICES, LLC

     By: ALLIED WASTE NORTH AMERICA, INC.,

               its Sole Member

BFI WASTE SERVICES OF PENNSYLVANIA, LLC

     By: ALLIED WASTE NORTH AMERICA, INC.,

               its Sole Member

ALLIED WASTE SERVICES OF MASSACHUSETTS, LLC

     By: ALLIED WASTE NORTH AMERICA, INC.,

               its Sole Member

GREENRIDGE WASTE SERVICES, LLC

     By: ALLIED WASTE NORTH AMERICA, INC.,

               its Sole Member

ALLIED WASTE SYSTEMS, INC.

ALLIED WASTE ENVIRONMENTAL MANAGEMENT GROUP, LLC

BFI WASTE SYSTEMS OF NORTH AMERICA, INC.

ALLIED WASTE TRANSPORTATION, INC.

BROWNING-FERRIS INDUSTRIES OF TENNESSEE, INC.

DELTA DADE RECYCLING CORP.

BROWNING-FERRIS INDUSTRIES OF FLORIDA, INC.

BROWNING-FERRIS INDUSTRIES OF OHIO, INC.

ALLIED WASTE SERVICES OF PAGE, INC.

BFI WASTE SERVICES OF TEXAS, LP

      By: ALLIED WASTE LANDFILL HOLDINGS, INC.,

               its General Partner

BFI WASTE SERVICES OF INDIANA, LP

     By: ALLIED WASTE LANDFILL HOLDINGS, INC.,

               its General Partner

BRENHAM TOTAL ROLL-OFFS, LP

     By: ALLIED WASTE LANDFILL HOLDINGS, INC.,

               its General Partner

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.




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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

     By: ALLIED WASTE NORTH AMERICA, INC.,

               its Majority in Interest General Partner

ISLAND WASTE SERVICES LTD.

KELLER DROP BOX, INC.

KEY WASTE INDIANA PARTNERSHIP

     By: ALLIED WASTE NORTH AMERICA, INC.,

               its Majority in Interest General Partner

LATHROP SUNRISE SANITATION CORPORATION

MCINNIS WASTE SYSTEMS, INC.

PACKERTON LAND COMPANY, L.L.C.

RABANCO, LTD.

REGIONAL DISPOSAL COMPANY

     By: RABANCO, LTD.,

               its Managing Partner

ROSSMAN SANITARY SERVICE, INC.

SUNRISE SANITATION SERVICE, INC.

SUNSET DISPOSAL SERVICE, INC.

SUNSET DISPOSAL, INC.

THOMAS DISPOSAL SERVICE, INC.

UNITED DISPOSAL SERVICE, INC.




	 	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Michael S. Burnett	 	 
	 	 	Title: Treasurer	 	 





ALLIED WASTE NORTH AMERICA, INC.




	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Michael S. Burnett	 	 
	 	 	Title: Vice President and Treasurer	 	 






[additional signatures to follow]




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Consented to this 29th day of May 2007:



VARIABLE FUNDING CAPITAL COMPANY LLC




			
	By:

	 	Wachovia Capital Markets, LLC,
	 

	 	as Attorney-in-Fact






	 	 	 	 	 
	By:

	 	 	 	 
	 

	 	 	 	 
	Name:
	 	 	 	 
	 

	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 	 	 





WACHOVIA BANK, NATIONAL ASSOCIATION,




	 	 	 	 	 
	By:

	 	 	 	 
	 

	 	 	 	 
	Name:
	 	 	 	 
	 

	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 	 	 





ATLANTIC ASSET SECURITIZATION LLC,




	 	 	 	 	 
	By:

	 	 	 	 
	 

	 	 	 	 
	Name:
	 	 	 	 
	 

	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 	 	 





	 	 	 	 	 
	By:

	 	 	 	 
	 

	 	 	 	 
	Name:
	 	 	 	 
	 

	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 	 	 





CALYON NEW YORK BRANCH,




	 	 	 	 	 
	By:

	 	 	 	 
	 

	 	 	 	 
	Name:
	 	 	 	 
	 

	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 	 	 





	 	 	 	 	 
	By:

	 	 	 	 
	 

	 	 	 	 
	Name:
	 	 	 	 
	 

	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 	 	 





[additional signatures to follow]




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Consented to this 29th day of May 2007:



ALLIED WASTE INDUSTRIES, INC.

as Performance Guarantor




	 	 	 	 	 
	By:

	 	 	 	 
	 

	 	 	 	 
	Name: Michael S. Burnett	 	 
	Title: Senior Vice President and Treasurer	 	 






[end of signatures]





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