EIGHTH AMENDMENT TO RECEIVABLES SALE AGREEMENT THIS EIGHTH AMENDMENT TO RECEIVABLES SALE AGREEMENT

EXHIBIT 10.53

EIGHTH AMENDMENT TO

      THIS EIGHTH AMENDMENT TO RECEIVABLES SALE AGREEMENT , dated as of May 31, 2005 (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. Amendments .

     The Agreement is hereby amended as follows:

     (a)  Exhibit III hereto hereby replaces the existing Exhibit III to the Agreement.

     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 representations and warranties shall be deemed to have been restated as of the effective date of this Amendment, (ii) each of the Originators and the Buyer 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 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 become effective as of the date the Eighth Amendment to the Credit Security Agreement, dated as of the date hereof, becomes effective by its terms (the

“ Amendment Effective Date ”), upon execution by each of the parties hereto and receipt of all executed counterparts of the signature pages by such parties. Except as otherwise amended by this Amendment, the Agreement shall continue in full force and effect and is hereby ratified and confirmed.

     SECTION 4. Governing Law .

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

     SECTION 5. 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 6. 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.

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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.

[Signature Page to Eighth Amendment to Receivables Sale Agreement for Allied]

[additional signatures to follow]

[Signature Page to Eighth Amendment to Receivables Sale Agreement for Allied]

[additional signatures to follow]

[Signature Page to Eighth Amendment to Receivables Sale Agreement for Allied]

Acknowledged and consented to:

WACHOVIA BANK, NATIONAL ASSOCIATION,
as Agent

[end of signatures]

[Signature Page to Eighth Amendment to Receivables Sale Agreement for Allied]

Exhibit III

Names of Collection Banks; Lock-Boxes & Collection Accounts