exv10w2







EXHIBIT 10.2




SEVENTEENTH AMENDMENT TO

RECEIVABLES SALE AGREEMENT




     THIS SEVENTEENTH AMENDMENT TO RECEIVABLES SALE AGREEMENT, dated as of September 19, 2008 (this
“Amendment”), is entered into by and among ALLIED RECEIVABLES FUNDING INCORPORATED, as
buyer (the “Buyer”), and ALLIED WASTE NORTH AMERICA, INC. and each of the other entities
identified on the signature pages hereto as an “Originator”, as originators (collectively, 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”); and



     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. Amendments.



     The Agreement is amended as follows:




     (a) The definition of “Senior Credit Agreement” set forth in Exhibit I to the
Agreement is amended and restated in its entirety to read as follows:




Senior Credit Agreement: The Credit Agreement dated as of July 21, 1999, as
amended and restated as of March 21, 2005, as may be further amended, modified, waived,
restated, supplemented or replaced (including any refinancing thereof) from time to time,
among Allied Waste Industries, Inc., Allied Waste North America, Inc., the lenders party
thereto, including JPMorgan Chase Bank, N.A., as administrative agent and collateral
agent, Citicorp North America, Inc., as syndication agent, UBS Securities LLC, Credit
Suisse First Boston, acting through its Cayman Islands branch, Wachovia Bank, National
Association, Deutsche Bank Trust Company Americas and the Credit Provider, as co-
documentation agents. For the avoidance of doubt, any reference to any section or article
of the “Senior Credit Agreement” contained in this Agreement shall be deemed to be a
reference to the most current substantively similar section or article of any restated or
replacement (including any refinancing) credit agreement.



     SECTION 2. Representations and Warranties.




     (a) Each Originator represents and warrants to the Buyer and the Secured Parties that
the representations and warranties set forth in Article II of the Agreement (as
amended hereby) are true and correct as of the date hereof (unless stated to relate solely
to an earlier date, in which case such representations and warranties were true and correct
as of such earlier date).



 









 






     (b) Each of the Originators and the Buyer represents and warrants to each other and the
Secured Parties that:




     (i) no Termination Event has occurred and is continuing;




     (ii) its execution and delivery of this Amendment, and its performance of its
obligations under the Agreement (as amended hereby) are within its limited
liability, corporate or partnership powers and have been duly authorized by all
necessary limited liability company, corporate or partnership action on its part;
and




     (iii) the Agreement (as amended hereby) is the valid and legally binding
obligation of such Person, enforceable against such Person in accordance with its
terms.



     SECTION 3. Effectiveness.



     This Amendment shall be effective as of the date hereof, provided that the amendment to the
Agreement set forth in Section 1(a) shall be retroactively effective as of the date of the
Agreement, in each case, upon receipt by the Agent of (i) counterparts to this Amendment duly
executed by each of the parties hereto and (ii) such other documents, certificates and opinions of
counsel as the Agent may reasonably request.



     SECTION 4. Reference to and Effect on the Agreement and the Related Documents.



     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. Except as expressly amended by this Amendment,
the Agreement shall continue in full force and effect and is hereby ratified and confirmed.



     SECTION 5. Governing Law.



     This Amendment has been delivered in New York, New York and shall be deemed a contract made
under and governed by the laws of the State of New York (including for such purpose Sections 5-1401
and 5-1402 of the General Obligations Law of the State of New York).



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     SECTION 6. Severability.



     Each provision of this Amendment is 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 or other electronic means acceptable to
the Agent 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 hereto have caused this Amendment to be executed and delivered
by their duly authorized officers as of the date hereof.



	 	 	 	 	 
	 	ALLIED RECEIVABLES FUNDING 

INCORPORATED, as Buyer

 	 
	 	By:  	 	 
	 	 	Name:  	Michael S. Burnett 	 
	 	 	Title:  	Treasurer 	 
	 
	 	ALLIED WASTE NORTH AMERICA, INC., as an

Originator

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






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The following corporations, as Originators:




ADRIAN LANDFILL, INC.

AGRI-TECH, INC. OF OREGON

ALBANY-LEBANON SANITATION, INC.

ALLIED WASTE INDUSTRIES (ARIZONA), INC.

ALLIED WASTE NORTH AMERICA, INC

ALLIED WASTE SERVICES OF PAGE, INC.

ALLIED WASTE SERVICES OF STILLWATER, INC.

ALLIED WASTE SYSTEMS, INC.

ALLIED WASTE TRANSFER SERVICES OF UTAH, INC.

ALLIED WASTE TRANSPORTATION, INC.

AMERICAN DISPOSAL SERVICES OF ILLINOIS, INC.

AMERICAN DISPOSAL SERVICES OF KANSAS, INC.

AMERICAN DISPOSAL SERVICES OF MISSOURI, INC.

AMERICAN DISPOSAL SERVICES OF WEST VIRGINIA, INC.

APACHE JUNCTION LANDFILL CORPORATION

BFI WASTE SYSTEMS OF NEW JERSEY, INC.

BOND COUNTY LANDFILL, INC.

BORREGO LANDFILL, INC.

BRICKYARD DISPOSAL & RECYCLING, INC.

BROWNING-FERRIS INDUSTRIES OF CALIFORNIA, INC.

BROWNING-FERRIS INDUSTRIES OF OHIO, INC.

BROWNING-FERRIS INDUSTRIES, INC.

CAPITOL RECYCLING AND DISPOSAL, INC.

CELINA LANDFILL, INC.

CENTRAL SANITARY LANDFILL, INC.

CHAMBERS DEVELOPMENT OF NORTH CAROLINA, INC.

CHEROKEE RUN LANDFILL, INC.

CITIZENS DISPOSAL, INC.

CITY-STAR SERVICES, INC.

COPPER MOUNTAIN LANDFILL, INC.

CORVALLIS DISPOSAL CO.

COUNTY DISPOSAL (OHIO), INC.

COUNTY LANDFILL, INC.

DALLAS DISPOSAL CO.

DELTA CONTAINER CORPORATION

DEMPSEY WASTE SYSTEMS II, INC.

DTC MANAGEMENT, INC.

ELDER CREEK TRANSFER & RECOVERY, INC.

ENVIRONMENTAL RECLAMATION COMPANY







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ENVIRONTECH, INC.

F. P. MCNAMARA RUBBISH REMOVAL, INC.

FORWARD, INC.

FRED BARBARA TRUCKING CO., INC.

GEK, INC.

GRANTS PASS SANITATION, INC.

HARLAND’S SANITARY LANDFILL, INC.

ILLINOIS VALLEY RECYCLING, INC.

IMPERIAL LANDFILL, INC.

INTERNATIONAL DISPOSAL CORP. OF CALIFORNIA

KELLER CANYON LANDFILL COMPANY

KELLER DROP BOX, INC.

LAKE NORMAN LANDFILL, INC.

LATHROP SUNRISE SANITATION CORPORATION

LEE COUNTY LANDFILL, INC.

LOOP RECYCLING, INC.

LOOP TRANSFER, INCORPORATED

MCINNIS WASTE SYSTEMS, INC.

MESA DISPOSAL, INC.

NEW MORGAN LANDFILL COMPANY, INC.

NOBLE ROAD LANDFILL, INC.

OAKLAND HEIGHTS DEVELOPMENT, INC.

OTAY LANDFILL, INC.

OTTAWA COUNTY LANDFILL, INC.

PALOMAR TRANSFER STATION, INC.

PITTSBURG COUNTY LANDFILL, INC.

RABANCO, LTD.

RAMONA LANDFILL, INC.

RESOURCE RECOVERY, INC.

ROSSMAN SANITARY SERVICE, INC.

ROXANA LANDFILL, INC.

SALINE COUNTY LANDFILL, INC.

SANGAMON VALLEY LANDFILL, INC.

SAUK TRAIL DEVELOPMENT, INC.

SOURCE RECYCLING, INC.

STANDARD ENVIRONMENTAL SERVICES, INC.

SUNRISE SANITATION SERVICE, INC.

SUNSET DISPOSAL SERVICE, INC.

SUNSET DISPOSAL, INC.

SYCAMORE LANDFILL, INC.

THOMAS DISPOSAL SERVICE, INC.

UNITED DISPOSAL SERVICE, INC.

UPPER ROCK ISLAND COUNTY LANDFILL, INC.

VALLEY LANDFILLS, INC.

WASATCH REGIONAL LANDFILL, INC.

WASTE SERVICES OF NEW YORK, INC.







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WDTR, INC.

WILLAMETTE RESOURCES, INC.

WILLIAMS COUNTY LANDFILL INC.




	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	Michael S. Burnett 	 
	 	 	Title:  	Treasurer of each of the foregoing

corporations 	 







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	 	The following partnerships, as Originators:






GREEN VALLEY LANDFILL GENERAL PARTNERSHIP



By: Allied Waste North America, Inc., as General Partner of each of the foregoing
partnerships




	 	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Michael S. Burnett	 	 
	 

	 	 	 	Title:
	 	Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	And
	 	By: Browning-Ferris Industries of Tennessee,


Inc., as General Partner of each of the 


foregoing partnerships	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Michael S. Burnett	 	 
	 

	 	 	 	Title:
	 	Treasurer	 	 










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	 	 	The following partnerships, as Originators:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CLINTON COUNTY LANDFILL PARTNERSHIP	 	 
	 	 	COUNTY LINE LANDFILL PARTNERSHIP	 	 
	 	 	ILLIANA DISPOSAL PARTNERSHIP	 	 
	 	 	KEY WASTE INDIANA PARTNERSHIP	 	 
	 	 	LAKE COUNTY C & D DEVELOPMENT PARTNERSHIP	 	 
	 	 	NEWTON COUNTY LANDFILL PARTNERSHIP	 	 
	 	 	SPRINGFIELD ENVIRONMENTAL GENERAL PARTNERSHIP	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	Allied Waste North America, Inc., as General


Partner of each of the foregoing partnerships	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Michael S. Burnett	 	 
	 

	 	 	 	Title:
	 	Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	And
	 	By: Allied Waste Landfill Holdings, Inc., as
General Partner of each of the foregoing
partnerships	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Michael S. Burnett	 	 
	 

	 	 	 	Title:
	 	Treasurer	 	 









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	 	 	The following limited liability companies, as

Originators:
	 
	 	 	 	 	 	 
	 	 	ALLIED WASTE SERVICES OF MASSACHUSETTS, LLC
	 	 	ALLIED WASTE NIAGARA FALLS LANDFILL, LLC
	 	 	ALLIED WASTE SERVICES OF NORTH AMERICA, LLC
	 	 	ALLIED WASTE SYCAMORE LANDFILL, LLC
	 	 	ALLIED WASTE SYSTEMS OF ARIZONA, LLC
	 	 	ALLIED WASTE SYSTEMS OF COLORADO, LLC
	 	 	ALLIED WASTE SYSTEMS OF MONTANA, LLC
	 	 	ALLIED WASTE TRANSFER SERVICES OF ARIZONA, LLC
	 	 	ALLIED WASTE TRANSFER SERVICES OF IOWA, LLC
	 	 	ALLIED WASTE TRANSFER SERVICES OF NEW YORK, LLC
	 	 	ALLIED WASTE TRANSFER SERVICES OF OREGON, LLC
	 	 	ALLIED WASTE TRANSFER SERVICES OF RHODE ISLAND, LLC
	 	 	ANDERSON REGIONAL LANDFILL, LLC
	 	 	AUTAUGA COUNTY LANDFILL, LLC
	 	 	BFI TRANSFER SYSTEMS OF ALABAMA, LLC
	 	 	BFI TRANSFER SYSTEMS OF GEORGIA, LLC
	 	 	BFI TRANSFER SYSTEMS OF MARYLAND, LLC
	 	 	BFI TRANSFER SYSTEMS OF MASSACHUSETTS, LLC
	 	 	BFI TRANSFER SYSTEMS OF MISSISSIPPI, LLC
	 	 	BFI TRANSFER SYSTEMS OF PENNSYLVANIA, LLC
	 	 	BFI TRANSFER SYSTEMS OF VIRGINIA, LLC
	 	 	BFI WASTE SERVICES OF PENNSYLVANIA, LLC
	 	 	BFI WASTE SERVICES, LLC
	 	 	BFI WASTE SYSTEMS OF ALABAMA, LLC
	 	 	BFI WASTE SYSTEMS OF ARKANSAS, LLC
	 	 	BFI WASTE SYSTEMS OF GEORGIA, LLC
	 	 	BFI WASTE SYSTEMS OF LOUISIANA, LLC
	 	 	BFI WASTE SYSTEMS OF MISSISSIPPI, LLC
	 	 	BFI WASTE SYSTEMS OF MISSOURI, LLC
	 	 	BFI WASTE SYSTEMS OF NORTH AMERICA, LLC
	 	 	BFI WASTE SYSTEMS OF TENNESSEE, LLC
	 	 	BFI WASTE SYSTEMS OF VIRGINIA, LLC
	 	 	BRDIGETON TRANSFER STATION, LLC









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	 	 	BRUNSWICK WASTE MANAGEMENT FACILITY, LLC	 	 
	 	 	BUTLER COUNTY LANDFILL, LLC	 	 
	 	 	CACTUS WASTE SYSTEMS, LLC	 	 
	 	 	COURTNEY RIDGE LANDFILL, LLC	 	 
	 	 	D & L DISPOSAL L.L.C.	 	 
	 	 	ECDC ENVIRONMENTAL, L.C.	 	 
	 	 	ENVOTECH – ILLINOIS, L.L.C.	 	 
	 	 	FOREST VIEW LANDFILL, LLC	 	 
	 	 	GREENRIDGE RECLAMATION, LLC	 	 
	 	 	GREENRIDGE WASTE SERVICES, LLC	 	 
	 	 	HANCOCK COUNTY DEVELOPMENT COMPANY, LLC	 	 
	 	 	JEFFERSON CITY LANDFILL, LLC	 	 
	 	 	LEE COUNTY LANDFILL SC, LLC	 	 
	 	 	LEMONS LANDFILL, LLC	 	 
	 	 	LIBERTY WASTE SERVICES OF ILLINOIS, L.L.C.	 	 
	 	 	LIBERTY WASTE SERVICES OF MCCOOK, L.L.C.	 	 
	 	 	MADISON COUNTY DEVELOPMENT, LLC	 	 
	 	 	NORTHEAST LANDFILL, LLC	 	 
	 	 	OKLAHOMA CITY LANDFILL, L.L.C.	 	 
	 	 	SHOW-ME LANDFILL, LLC	 	 
	 	 	TOTAL ROLL-OFFS, L.L.C.	 	 
	 	 	WEBSTER PARISH LANDFILL, L.L.C.	 	 
	 	 	WILLOW RIDGE LANDFILL, LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Michael S. Burnett	 	 
	 

	 	 	 	Title:
	 	Treasurer of each of the foregoing limited
liability companies	 	 









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	 	 	ALLIED SERVICES, LLC, as an Originator	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	Allied Waste Landfill Holdings, Inc., as
Managing Member	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	 Michael S. Burnett	 	 
	 

	 	 	 	Title:
	 	Treasurer	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	And
	 	By: Allied Green Power, Inc., as a Member	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	 Michael S. Burnett	 	 
	 

	 	 	 	Title:
	 	Treasurer	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	And
	 	By: Allied Waste North America, Inc., as a
Member	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	 Michael S. Burnett	 	 
	 

	 	 	 	Title:
	 	Vice President and Treasurer	 	 










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	 	 	The following limited partnerships, as Originators:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	ABILENE LANDFILL TX, LP	 	 
	 	 	BFI TRANSFER SYSTEMS OF TEXAS, LP	 	 
	 	 	BFI WASTE SERVICES OF INDIANA, LP	 	 
	 	 	BFI WASTE SERVICES OF TEXAS, LP	 	 
	 	 	BLUE RIDGE LANDFILL TX, LP	 	 
	 	 	CAMELOT LANDFILL TX, LP	 	 
	 	 	EL CENTRO LANDFILL, L.P.	 	 
	 	 	ELLIS COUNTY LANDFILL TX, LP	 	 
	 	 	GALVESTON COUNTY LANDFILL TX, LP	 	 
	 	 	GOLDEN TRIANGLE LANDFILL TX, LP	 	 
	 	 	GREENWOOD LANDFILL TX, LP	 	 
	 	 	GULFWEST LANDFILL TX, LP	 	 
	 	 	ITASCA LANDFILL TX, LP	 	 
	 	 	KERRVILLE LANDFILL TX, LP	 	 
	 	 	LEWISVILLE LANDFILL TX, LP	 	 
	 	 	MCCARTY ROAD LADFILL TX, LP	 	 
	 	 	MEXIA LANDFILL TX, LP	 	 
	 	 	PINE HILL FARMS LANDFILL TX, LP	 	 
	 	 	PLEASANT OAKS LANDFILL TX, LP	 	 
	 	 	SOUTHWEST LANDFILL TX, LP	 	 
	 	 	VICTORIA LANDFILL TX, LP	 	 
	 	 	WHISPERING PINES LANDFILL TX, LP	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
Allied Waste Landfill Holdings, Inc., as sole


General Partner of the foregoing limited


partnerships
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	 Michael S. Burnett	 	 
	 

	 	 	 	Title:
	 	Treasurer	 	 








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	 	DINVERNO, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	Roger Groen 	 
	 	 	Title:  	President 	 






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	 	 	REGIONAL DISPOSAL COMPANY, as an Originator	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
Rabanco, Ltd., as Managing Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Michael S. Burnett	 	 
	 

	 	 	 	Title:
	 	Treasurer	 	 









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

the Atlantic
Group	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:

	 	 

	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:

	 	 

	 	 









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	ALLIED WASTE INDUSTRIES, INC., as
	Performance Guarantor
	 
	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

Michael S. Burnett
	 	 
	Title:

	 	Senior Vice President and Treasurer	 	 










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