EXHIBIT 10.67 RECEIVABLES SALE AGREEMENT DATED AS OF MARCH 7, 2003

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EXHIBIT 10.67

RECEIVABLES SALE AGREEMENT

DATED AS OF MARCH 7, 2003

among

ALLIED WASTE NORTH AMERICA, INC.

AND

THE ORIGINATORS FROM TIME TO TIME PARTY HERETO

as Originators,

and

ALLIED RECEIVABLES FUNDING INCORPORATED,

as Buyer

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TABLE OF CONTENTS

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Page

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Article I Amounts and Terms of the Purchase.................................... 1

Section 1.1 [Reserved]................................................ 1

Section 1.2 Purchase of Receivables................................... 1

Section 1.3 Payment for the Purchase.................................. 3

Section 1.4 Purchase Price Credit Adjustments......................... 4

Section 1.5 Payments and Computations, Etc............................ 5

Section 1.6 Transfer of Records....................................... 6

Section 1.7 Characterization.......................................... 6

Article II Representations and Warranties...................................... 7

Section 2.1 Representations and Warranties of Each Originator......... 7

Article III Conditions of Purchase............................................. 11

Section 3.1 Conditions to Effectiveness of this Agreement............. 11

Section 3.2 Conditions Precedent to Subsequent Payments............... 11

Article IV Covenants........................................................... 12

Section 4.1 Affirmative Covenants of Each Originator.................. 12

Section 4.2 Negative Covenants of Each Originator..................... 16

Article V Termination Events................................................... 17

Section 5.1 Termination Events........................................ 17

Section 5.2 Remedies.................................................. 19

Article VI Indemnification..................................................... 19

Section 6.1 Indemnities by Originator................................. 19

Section 6.2 Other Costs and Expenses.................................. 22

Article VII Miscellaneous...................................................... 22

Section 7.1 Waivers and Amendments.................................... 22

Section 7.2 Notices................................................... 23

Section 7.3 Protection of Ownership Interests of Buyer................ 23

Section 7.4 Confidentiality........................................... 24

Section 7.5 Bankruptcy Petition....................................... 25

Section 7.6 Limitation of Liability................................... 25

Section 7.7 Termination of Immaterial Originators..................... 25

Section 7.8 CHOICE OF LAW............................................. 26

Section 7.9 CONSENT TO JURISDICTION................................... 26

Section 7.10 WAIVER OF JURY TRIAL.................................. 27

Section 7.11 Integration; Binding Effect; Survival of Terms........ 27

Section 7.12 Counterparts; Severability; Section References........ 28

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Exhibits

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Exhibit I Definitions

Exhibit II Originators, Jurisdictions of Organization, Principal Places of Business; Chief

Executive Offices; Location(s) of Records; Federal Employer Identification

Numbers; Other Names

Exhibit III Names of Collection Banks; Lock-Boxes; Collection Accounts

Exhibit IV Form of Compliance Certificate

Exhibit V Copy of Credit and Collection Policy

Exhibit VI Form of Subordinated Note

Exhibit VII Form of Purchase Report

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Schedules

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Schedule A Documents to be Delivered on or Prior to the Initial Purchase

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RECEIVABLES SALE AGREEMENT

THIS RECEIVABLES SALE AGREEMENT, dated as of March 7, 2003, is by and

between Allied Waste North America, Inc., a Delaware corporation, ("Allied"),

each of the entities listed on Exhibit II and a signatory hereto (Allied and

each such Person listed on Exhibit II being herein referred to, individually, as

an "Originator" and, collectively the "Originators" and Allied Receivables

Funding Incorporated, a Delaware corporation ("Buyer"). Unless defined elsewhere

herein, capitalized terms used in this Agreement shall have the meanings

assigned to such terms in Exhibit I hereto (or, if not defined in Exhibit I

hereto, the meaning assigned to such term in Exhibit I to the Credit Agreement).

PRELIMINARY STATEMENTS

Each Originator now owns, and from time to time hereafter will own,

Receivables. Each Originator wishes to sell and assign to Buyer, and Buyer

wishes to purchase from each Originator, all of such Originator's right, title

and interest in and to such Receivables, together with the Related Security and

Collections with respect thereto.

Each Originator and Buyer intend the transactions contemplated hereby

to be true sales of the Receivables from such Originator to Buyer, providing

Buyer with the full benefits of ownership of the Receivables, and each

Originator and Buyer do not intend these transactions to be, or for any purpose

to be characterized as, loans from Buyer to an Originator.

Following the purchase of Receivables from an Originator, Buyer will

obtain loans secured by interests therein and in the associated Related Security

and Collections pursuant to that certain Credit and Security Agreement dated as

of March 7, 2003 (as the same may from time to time hereafter be amended,

supplemented, restated or otherwise modified, the "Credit Agreement") among

Buyer, Allied Waste North America, Inc., as initial Servicer, Blue Ridge Asset

Funding Corporation ("Blue Ridge"), the Liquidity Banks from time to time party

thereto, the Lender Group Agents from time to time party thereto, the other

Conduit Lenders from time to time party thereto and Wachovia Bank, National

Association, as agent for the Lenders (in such capacity, the "Agent").

NOW, THEREFORE, in consideration of the foregoing premises and the

mutual agreements herein contained and other good and valuable consideration,

the receipt and adequacy of which are hereby acknowledged, the parties hereto

agree as follows:

ARTICLE I

AMOUNTS AND TERMS OF THE PURCHASE

SECTION 1.1 [RESERVED].

SECTION 1.2 PURCHASE OF RECEIVABLES.

(a) Effective on the Initial Funding Date, in consideration for

the Purchase Price and upon the terms and subject to the conditions set forth

herein, each Originator does hereby sell,

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assign, transfer, set-over and otherwise convey to Buyer, without recourse

(except to the extent expressly provided herein), and Buyer does hereby purchase

from each Originator, all of such Originator's right, title and interest in and

to all Receivables existing as of the close of business on the Initial Cutoff

Date (other than, with respect to Allied, the Initial Contributed Receivables)

and all Receivables thereafter arising through and including the Termination

Date, together, in each case, with all Related Security relating thereto and all

Collections thereof. In accordance with the preceding sentence, on the date

hereof Buyer shall acquire all of each Originator's right, title and interest in

and to all Receivables existing as of the Initial Cut-Off Date and thereafter

arising through and including the Termination Date, together with all Related

Security relating thereto and all Collections thereof. Buyer shall be obligated

to pay the Purchase Price for the Receivables purchased hereunder in accordance

with Section 1.3.

(b) On each Monthly Reporting Date, each Originator shall (or

shall require the Servicer to) deliver to Buyer a report in substantially the

form of Exhibit VII hereto (each such report being herein called a "Purchase

Report") with respect to the Receivables sold and/or contributed by such

Originator to Buyer during the Settlement Period then most recently ended. In

addition to, and not in limitation of, the foregoing, in connection with the

payment of the Purchase Price for any Receivables purchased hereunder, Buyer may

request that an Originator deliver, and such Originator shall deliver, such

approvals, opinions, information or documents as Buyer may reasonably request.

(c) It is the intention of the parties hereto that each Purchase

of Receivables, Related Security and Collections made hereunder shall constitute

a sale and/or contribution of capital to Buyer, which sale and/or contribution,

as the case may be, is absolute and irrevocable and provides Buyer with the full

benefits of ownership of the Receivables. Except for the Purchase Price Credits

owed pursuant to Section 1.4, each transfer of Receivables, Related Security and

Collections hereunder is made without recourse to Originator; provided, however,

that (i) each Originator shall be liable to Buyer for all representations,

warranties, covenants and indemnities made by such Originator pursuant to the

terms of the Transaction Documents to which Originator is a party and (ii) such

transfers do not constitute and are not intended to result in an assumption by

Buyer or any assignee thereof of any obligation of such Originator or any other

Person arising in connection with the Receivables, the related Contracts and/or

other Related Security or any other obligations of an Originator. In view of the

intention of the parties hereto that each Purchase of Receivables, Related

Security and Collections made hereunder shall constitute a sale and/or

contribution of such Receivables, Related Security and Collections rather than

loans secured thereby, each Originator agrees that it will, on or prior to the

date hereof and in accordance with Section 4.1(e)(ii), mark its master data

processing records relating to the Receivables with a legend acceptable to Buyer

and to the Agent (as Buyer's assignee), evidencing that Buyer has acquired such

Receivables as provided in this Agreement and to note in its financial

statements that its Receivables have been absolutely transferred to Buyer. Upon

the request of Buyer or the Agent (as Buyer's assignee), each Originator will

file or cause to be filed such financing or continuation statements, or

amendments thereto or assignments thereof, and such other instruments or

notices, as may be necessary to give public notice of and to perfect and

maintain the perfection of Buyer's ownership interest in the Receivables and the

Related Security and Collections with respect thereto.

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SECTION 1.3 PAYMENT FOR THE PURCHASE.

(a) The Purchase Price for the Purchase of Receivables in

existence as of the close of business on the Initial Cutoff Date (together with

all Related Security and all Collections ) from an Originator (other than the

Initial Contributed Receivables) shall be payable in full by Buyer to such

Originator on the Initial Funding Date, and shall be paid to such Originator in

the following manner:

(i) by delivery of immediately available funds, to the

extent of funds made available to Buyer on or prior to the Initial

Funding Date in connection with any loan made to it under the Credit

Agreement; provided that a portion of such funds owed to Allied shall

be offset by amounts owed by Allied to Buyer on account of the issuance

of equity having a total value of not less than the Required Capital

Amount,

(ii) the balance, by delivery of the proceeds of a

subordinated revolving loan from each Originator to Buyer (a

"Subordinated Loan" evidenced by an interest-bearing Subordinated Note

issued by Buyer to such Originator on the Initial Funding Date in the

form attached hereto as Exhibit VI) in an amount not to exceed the

least of (A) the remaining unpaid portion of such Purchase Price, (B)

the maximum Subordinated Loan (aggregated with all Subordinated Loans

then outstanding to Originator) that could be borrowed without

rendering Buyer's Net Worth less than the Required Capital Amount and

(C) twenty percent (20%) of such Purchase Price. Each Originator is

hereby authorized by Buyer to endorse on the schedule attached to such

Originator's Subordinated Note an appropriate notation evidencing the

date and amount of each advance thereunder, as well as the date of each

payment with respect thereto, provided that the failure to make such

notation shall not affect any obligation of Buyer thereunder, and

(iii) to the extent the sum of amounts in subsection (i)

and (ii) above shall be less than the Purchase Price for the Purchase

on the Initial Funding Date, such difference shall be transferred to

Buyer by Allied through Buyer's acceptance of a contribution to its

capital from Allied.

The Purchase Price for each Receivable coming into existence after the Initial

Cutoff Date shall be due and owing in full by Buyer to each Originator or its

designee on the date each such Receivable came into existence (except that Buyer

may, with respect to any such Purchase Price, offset against such Purchase Price

any amounts owed by such Originator to Buyer hereunder and which have become due

but remain unpaid) and shall be paid to Originator in the manner provided in the

following paragraphs (b), (c) and (d).

(b) With respect to any Receivables coming into existence after

the Initial Cutoff Date, on each Settlement Date, Buyer shall pay the Purchase

Price therefor (together with all Related Security and all Collections) in

accordance with Section 1.3(d) and in the following manner:

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first, by delivery of immediately available funds to the

applicable Originator, to the extent of funds available to Buyer from

any subsequent loan made to it under the Credit Agreement, Collections

or other cash on hand;

second, by delivery of the proceeds of a Subordinated Loan to

such Originator, provided that the making of any such Subordinated Loan

shall be subject to the provisions set forth in Section 1.3(a)(ii); and

third, in the case of Allied only (at Allied's sole

discretion), unless any Originator or Buyer has declared the

Termination Date to have occurred pursuant to this Agreement, by

accepting a contribution to its capital in an amount equal to the

remaining unpaid balance of such Purchase Price owing to Allied.

Subject to the limitations set forth in Section 1.3(a)(ii), each

Originator irrevocably agrees to advance each Subordinated Loan requested by

Buyer on or prior to the Termination Date. The Subordinated Loans shall be

evidenced by, and shall be payable in accordance with the terms and provisions

of the Subordinated Note and shall be payable solely from funds which Buyer is

not required under the Credit Agreement to set aside for the benefit of, or

otherwise pay over to, the Agent for the benefit of the Secured Parties.

(c) From and after the Termination Date, no Originator shall be

obligated to (but may, at its option): (i) sell Receivables to Buyer, or (ii) in

the case of Allied, contribute Receivables to Buyer's capital pursuant to clause

third of Section 1.3(b) unless Allied reasonably determines that the Purchase

Price therefor will be satisfied with funds available to Buyer from loans made

to Buyer under the Credit Agreement, Collections, proceeds of Subordinated

Loans, other cash on hand or otherwise.

(d) Although (i) the Purchase Price for each Receivable coming

into existence after the Initial Cutoff Date shall be due and payable in full by

Buyer to each applicable Originator on the date such Receivable comes into

existence, and (ii) subject to the provisions of the Credit Agreement,

Collections are applied daily to pay the Purchase Price of Receivables, Related

Security and Collections transferred hereunder on such day, final settlement of

the Purchase Price between Buyer and Originator shall be effected on a monthly

basis on Settlement Dates with respect to all Receivables, Related Security and

Collections coming into existence during the same Calculation Period and based

on the information contained in the Purchase Report delivered by Originator for

the Calculation Period then most recently ended. Although final settlement shall

be effected on Settlement Dates, increases or decreases in the amount owing

under the Subordinated Note made pursuant to Section 1.3 and any contribution of

capital by Allied to Buyer made pursuant to Section 1.3(b) shall be effective as

of the last Business Day of the Calculation Period to which such final

settlement relates.

SECTION 1.4 PURCHASE PRICE CREDIT ADJUSTMENTS.

If on any day after the Initial Funding Date:

(a) the Outstanding Balance of a Receivable is:

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(i) reduced as a result of any defective or rejected or

returned goods or services, any cash discount or any adjustment or

otherwise by Originator or any Affiliate thereof, or as a result of any

tariff or other governmental action, or

(ii) reduced or canceled as a result of a setoff in

respect of any claim by any Person (whether such claim arises out of

the same or a related transaction or an unrelated transaction), or

(iii) reduced on account of the obligation of Originator or

any Affiliate thereof to pay the related Obligor any rebate or refund,

or

(iv) less than the amount included in the calculations in

any Purchase Report, or

(b) any of the representations and warranties set forth in Section

2.1(i), Section 2.1(j), Section 2.1(r), Section 2.1(s), Section 2.1(t) and

Section 2.1(u) are not true when made or deemed made with respect to any

Receivable,

then, in such event, Buyer shall be entitled to a credit (each, a "Purchase

Price Credit") against the Purchase Price otherwise payable to the related

Originator hereunder equal to (i) in the case of subsection (a) above, the

amount of such reduction, cancellation or lesser amount and (ii) in the case of

subsection (b) above, the Outstanding Balance of such Receivable. If such

Purchase Price Credit exceeds the Original Balance of the Receivables coming

into existence on any day, then the related Originator shall pay the remaining

amount of such Purchase Price Credit in cash immediately, provided that if the

Termination Date has not occurred, Originators shall be allowed to deduct the

remaining amount of any Purchase Price Credit owed by it from any indebtedness

owed to it under its Subordinated Note.

If Buyer receives a Purchase Price Credit in an amount equal to, or an

Originator pays to Buyer and Buyer receives (whether in cash or by a reduction

in the indebtedness owed to such Originator under its Subordinated Note) an

amount equal to the Outstanding Balance of any Receivable described in

subsection (b) above, then, if such Originator identifies such Receivable in the

next Monthly Report delivered to Buyer and its assigns, then Buyer shall be

deemed, on the Settlement Date related to such Monthly Report, to have

reconveyed to such Originator such Receivable, any Related Security and all

subsequent Collections (excluding any related Deemed Collection) without any

further action required on the part of Buyer.

SECTION 1.5 PAYMENTS AND COMPUTATIONS, ETC.

All amounts to be paid or deposited by Buyer hereunder shall be paid or

deposited in accordance with the terms hereof on the day when due in immediately

available funds to the account of appropriate Originator designated from time to

time by such Originator or as otherwise directed by such Originator. In the

event that any payment owed by any Person hereunder becomes due on a day that is

not a Business Day, then such payment shall be made on the next succeeding

Business Day. If any Person fails to pay any amount hereunder when due, such

Person agrees to pay, on demand, the Default Fee in respect thereof until paid

in full; provided, however, that such Default Fee shall not at any time exceed

the maximum rate permitted by applicable law. All computations of interest

payable hereunder shall be made on

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the basis of a year of 360 days for the actual number of days (including the

first but excluding the last day) elapsed.

SECTION 1.6 TRANSFER OF RECORDS.

(a) In connection with each Purchase hereunder, each Originator

hereby sells, transfers, assigns and otherwise conveys to Buyer all of such

Originator's right and title to and interest in the Records relating to all

Receivables sold or contributed hereunder, without the need for any further

documentation in connection with such Purchase. In connection with each such

transfer, each Originator, as of the Initial Funding Date hereby grants to each

of Buyer, the Agent and the Servicer an irrevocable, non-exclusive license to

use, without royalty or payment of any kind, all software used by such

Originator to account for the Receivables, to the extent necessary to administer

the Receivables, whether such software is owned by such Originator or is owned

by others and used by such Originator under license agreements with respect

thereto, provided that should the consent of any licensor of such software be

required for the grant of the license described herein, to be effective, such

Originator hereby agrees that upon the request of Buyer (or Buyer's assignee),

each Originator will use its reasonable efforts to obtain the consent of such

third-party licensor. The license granted hereby shall be irrevocable until the

indefeasible payment in full of the Obligations of Buyer under the Credit

Agreement, and shall terminate on the date this Agreement terminates in

accordance with its terms.

(b) Each Originator (i) shall take such action requested by Buyer

and/or the Agent (as Buyer's assignee), from time to time on and after the

Initial Funding Date, that may be necessary or appropriate to ensure that Buyer

and its assigns have an enforceable ownership interest in the Records relating

to the Receivables, Related Security and Collections purchased from such

Originator hereunder, and (ii) shall use its reasonable efforts to ensure that

Buyer, the Agent and the Servicer each has an enforceable right (whether by

license or sublicense or otherwise) on and after the Initial Funding Date to use

all of the computer software used to account for the Receivables and/or to

recreate such Records.

SECTION 1.7 CHARACTERIZATION.

If, notwithstanding the intention of the parties expressed in Section

1.2(c), any sale by an Originator, or contribution by Allied, to Buyer of

Receivables, Related Security and Collections hereunder shall be characterized

as a secured loan and not a sale or contribution or such sale or contribution,

as the case may be, shall for any reason be ineffective or unenforceable, then

this Agreement shall be deemed to constitute a security agreement under the UCC

and other applicable law. For this purpose and without being in derogation of

the parties' intention that the sale or contribution of Receivables, Related

Security and Collections hereunder shall constitute a true sale and/or absolute

assignment thereof, each Originator, as of the Initial Funding Date, hereby

grants to Buyer a security interest in all of such Originator's right, title and

interest in, to and under all Receivables as of the Initial Funding Date

existing and thereafter arising, all Collections and Related Security with

respect thereto, each Lock-Box and Collection Account, all other rights and

payments relating to the Receivables and all proceeds of the foregoing

(collectively, the "Originator Collateral") to secure the prompt and complete

payment of a loan deemed to have been made in an amount equal to the Purchase

Price of the Receivables, Related Security and Collections, together with all

other obligations of such Originator hereunder, which

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security interest is, as of the Initial Funding Date, prior to all other Adverse

Claims thereto. Buyer and its assigns shall, on and after the Initial Funding

Date, have, in addition to the rights and remedies which they may have under

this Agreement, all other rights and remedies provided to a secured creditor

under the UCC and other applicable law, which rights and remedies shall be

cumulative.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

SECTION 2.1 REPRESENTATIONS AND WARRANTIES OF EACH ORIGINATOR.

Each Originator hereby represents and warrants as to itself to Buyer on

the date hereof, on the date of each Purchase and on each date that any

Receivable comes into existence that:

(a) Existence and Power. Its jurisdiction of organization is

correctly set forth in Exhibit II to this Agreement. It is duly organized under

the laws of such jurisdiction and is a "registered organization" as defined in

the UCC in effect in such jurisdiction. It is validly existing and in good

standing under the laws of its jurisdiction of organization. It is duly

qualified to do business and is in good standing as a foreign entity, and has

and holds all organizational power and all governmental licenses,

authorizations, consents and approvals required to carry on its business in each

jurisdiction in which its business is conducted except where the failure to do

so qualify or so hold could not reasonably be expected to have a Material

Adverse Effect.

(b) Power and Authority; Due Authorization, Execution and

Delivery. Its execution and delivery of this Agreement and each other

Transaction Document to which it is a party, and the performance of its

obligations hereunder and thereunder and, its use of the proceeds of the

Purchase made hereunder, are within its organizational powers and authority and

have been duly authorized by all necessary organizational action on its part.

This Agreement and each other Transaction Document to which it is a party has

been duly executed and delivered by it.

(c) No Conflict. Its execution and delivery of this Agreement and

each other Transaction Document to which it is a party, and the performance of

its obligations hereunder and thereunder do not contravene or violate (i) its

Organizational Documents, (ii) any law, rule or regulation applicable to it,

(iii) any restrictions under any agreement, contract or instrument to which it

is a party or by which it or any of its property is bound, or (iv) any order,

writ, judgment, award, injunction or decree binding on or affecting it or its

property, and do not result in the creation or imposition of any Adverse Claim

on its assets (except as created hereunder) except, in any case, where such

contravention or violation could not reasonably be expected to have a Material

Adverse Effect; and no transaction contemplated hereby requires compliance with

any bulk sales act or similar law.

(d) Governmental Authorization. Other than the filing of the

financing statements required hereunder, no authorization or approval or other

action by, and no notice to or filing with, any governmental authority or

regulatory body is required for its due execution and

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delivery of this Agreement and each other Transaction Document to which it is a

party and the performance of its obligations hereunder and thereunder.

(e) Actions, Suits. There are no actions, suits or proceedings

pending, or to the best of its knowledge, threatened, against or affecting it,

or any of its properties, in or before any court, arbitrator or other body, that

could reasonably be expected to have a Material Adverse Effect. It is not in

default with respect to any order of any court, arbitrator or governmental body.

(f) Binding Effect. This Agreement and each other Transaction

Document to which it is a party constitute its legal, valid and binding

obligations, enforceable against it in accordance with their respective terms,

except as such enforcement may be limited by applicable bankruptcy, insolvency,

reorganization or other similar laws relating to or limiting creditors' rights

generally and by general principles of equity (regardless of whether enforcement

is sought in a proceeding in equity or at law).

(g) Accuracy of Information. All information heretofore furnished

by it or any of its Affiliates to Buyer (or its assigns) for purposes of or in

connection with this Agreement, any of the other Transaction Documents or any

transaction contemplated hereby or thereby is true and accurate in every

material respect on the date such information is stated or certified and does

not and will not contain any material misstatement of fact or omit to state a

material fact or any fact necessary to make the statements contained therein,

taken as a whole, not misleading.

(h) Use of Proceeds. No portion of any Purchase Price payment

hereunder will be used (i) for a purpose that violates, or would be inconsistent

with, any law, rule or regulation applicable to it or (ii) to acquire any

security in any transaction which is subject to Section 12, 13 or 14 of the

Securities Exchange Act of 1934, as amended.

(i) Good Title. Immediately prior to each Purchase hereunder , it

owns and has good and marketable title to the Originator Collateral, free and

clear of any Adverse Claim, except as created by the Transaction Documents.

(j) Perfection.

(i) This Agreement creates, as of the Initial Funding

Date, a valid and continuing security interest (as defined in the UCC)

in the Originator Collateral in favor of Buyer, which security

interest, as of the Initial Funding Date, is prior to all other Liens

and is enforceable as such as against creditors and purchasers from it.

(ii) There have been duly filed, as of the Initial Funding

Date, all financing statements or other similar instruments or

documents necessary under the UCC (or any comparable law) of all

appropriate jurisdictions to perfect (A) Buyer's (and, if necessary,

such Originator's) ownership interest in each Receivable, its

Collections and the Related Security and (B) the Buyer's security

interest in the Originator Collateral.

(iii) Other than the security interest granted to Buyer

pursuant to this Agreement, it has not pledged, assigned, sold, granted

a security interest in, or otherwise

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conveyed any of the Originator Collateral other than liens that are

released on or prior to the date such Originator Collateral is conveyed

to Buyer pursuant to this Agreement.

(iv) Its jurisdiction of organization is a jurisdiction

whose law generally requires information concerning the existence of a

nonpossessory security interest to be made generally available in a

filing, record or registration system as a condition or result of such

a security interest's obtaining priority over the rights of a lien

creditor which respect to collateral.

(v) It has not authorized the filing of and is not aware

of any financing statements against it that include a description of

collateral covering the Originator Collateral other than any financing

statement relating to the security interest granted to Buyer hereunder

or that has been terminated or released. It is not aware of any

judgment or tax lien filings against Originator.

(vi) Each Receivable constitutes an "account" "payment

intangible" or "chattel paper" within the meaning of the UCC.

(k) Places of Business and Locations of Records. Its principal

places of business and chief executive office and the offices where it keeps all

of its Records are located at the address(es) listed on Exhibit II attached

hereto or such other locations of which Buyer has been notified in accordance

with Section 4.2(a) in jurisdictions where all action required by Section 4.2(a)

has been taken and completed. Its Federal Employer Identification Number is

correctly set forth on Exhibit II attached hereto.

(l) Collections. The conditions and requirements set forth in

Section 4.1(i) have at all times been satisfied and duly performed. The names

and addresses of all Collection Banks, together with the account numbers of its

Collection Accounts at each Collection Bank and the post office box number of

each Lock-Box, are listed on Exhibit III attached hereto. It has not granted any

Person, other than Buyer (and its assigns), as contemplated by this agreement,

dominion and control of any Lock-Box or Collection Account, or the right to take

dominion and control of any such Lock-Box or Collection Account at a future time

or upon the occurrence of a future event.

(m) Material Adverse Effect. Since December 31, 2001 no event has

occurred that would have a Material Adverse Effect.

(n) Names. The name in which it has executed this Agreement is

identical to its name as indicated on the public record of its jurisdiction of

organization which shows it to have been organized. In the past five (5) years,

it has not used any organizational names, trade names or assumed names other

than the name in which it has executed this Agreement and as listed on Exhibit

II attached hereto.

(o) Ownership of Buyer. Allied Waste North America, Inc. owns,

directly or indirectly, 100% of the issued and outstanding equity interests of

Buyer, free and clear of any Adverse Claim, other than, on and after the Initial

Funding Date, the Adverse Claim subject to the Standstill Agreement (which shall

be in place within 90 days after the Initial Funding Date).

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Such equity interests are validly issued, fully paid and nonassessable, and

there are no options, warrants or other rights to acquire securities of Buyer.

(p) Not a Holding Company or an Investment Company. It is not a

"holding company" or a "subsidiary holding company" of a "holding company"

within the meaning of the Public Utility Holding Company Act of 1935, as

amended, or any successor statute. It is not an "investment company" within the

meaning of the Investment Company Act of 1940, as amended, or any successor

statute.

(q) Compliance with Law. It has complied in all respects with all

applicable laws, rules, regulations, orders, writs, judgments, injunctions,

decrees or awards to which it may be subject, except where the failure to so

comply could not reasonably be expected to have a Material Adverse Effect. Each

Receivable, together with the Contract related thereto, does not contravene any

laws, rules or regulations applicable thereto (including, without limitation,

laws, rules and regulations relating to truth in lending, fair credit billing,

fair credit reporting, equal credit opportunity, fair debt collection practices

and privacy), and no part of such Contract is in violation of any such law, rule

or regulation, except where such contravention or violation could not reasonably

be expected to have a Material Adverse Effect.

(r) Compliance with Credit and Collection Policy. It has complied

with the Credit and Collection Policy with regard to each Receivable and the

related Contract, and has not made any change to such Credit and Collection

Policy, except in compliance with Section 4.1(a)(vii).

(s) Payments to Originator. With respect to each Receivable,

Related Security and Collection transferred to Buyer hereunder, the Purchase

Price received by it constitutes reasonably equivalent value (determined as of

the date of such transfer) in consideration therefor. No transfer by it of any

Receivable hereunder is or may be voidable under any section of the Bankruptcy

Reform Act of 1978 (11 U.S.C. Sections 101 et seq.), as amended.

(t) Enforceability of Contracts. Each Contract with respect to

each Receivable is effective to create, and has created, a legal, valid and

binding obligation of the related Obligor to pay the Outstanding Balance of the

Receivable created thereunder and any accrued interest thereon, enforceable

against the Obligor in accordance with its terms, except as such enforcement may

be limited by applicable bankruptcy, insolvency, reorganization or other similar

laws relating to or limiting creditors' rights generally and by general

principles of equity (regardless of whether enforcement is sought in a

proceeding in equity or at law).

(u) Eligible Receivables. Each Receivable reflected in any

Purchase Report as an Eligible Receivable was an Eligible Receivable on the date

of its acquisition by Buyer hereunder.

(v) Accounting. It accounts for the transactions contemplated by

this Agreement as sales.

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ARTICLE III

CONDITIONS OF PURCHASE

SECTION 3.1 CONDITIONS TO EFFECTIVENESS OF THIS AGREEMENT.

The effectiveness of this Agreement is subject to the conditions

precedent that (a) Buyer shall have received on or before the Closing Date those

documents listed on Schedule A hereto and identified therein as to be received

on or before the Closing Date and (b) all of the conditions to the effectiveness

of the Credit Agreement shall have been satisfied or waived in accordance with

the terms thereof.

SECTION 3.2 CONDITIONS PRECEDENT TO SUBSEQUENT PAYMENTS.

Buyer's obligation to purchase Receivables, Related Security and

Collections shall be subject to the conditions precedent that: (a) Buyer shall

have been capitalized with the Initial Contributed Receivables; (b) the Facility

Termination Date shall not have occurred under the Credit Agreement; (c) Buyer

(or its assigns) shall have received such other approvals, opinions or documents

as it may reasonably request (provided that Buyer's obligation to purchase shall

not be subject to receipt of such approval, opinion or document requested

pursuant to this clause (c) unless reasonable prior notice has been given to

Buyer and such approval, opinion or document has not been received on or before

the Settlement Date next succeeding the date of such request); (d) on the date

such Receivable came into existence, the following statements shall be true (and

acceptance of the proceeds of any payment for such Receivable shall be deemed a

representation and warranty by Originator that such statements are then true):

(i) the representations and warranties set forth in

Article II are true and correct on and as of the date such Receivable

came into existence as though made on and as of such date; and

(ii) no event has occurred and is continuing that will

constitute a Termination Event or an Unmatured Termination Event; and

(e) Buyer shall have received on or before the Initial Funding Date those

documents listed on Schedule A hereto and identified therein as to be received

on or before the Initial Funding Date.

Notwithstanding the foregoing conditions precedent, on and after the Initial

Funding Date, on the date each Receivable arises and is transferred to Buyer in

accordance with the provisions hereof, title to such Receivable and the Related

Security and Collections with respect thereto shall vest in Buyer for purposes

of collateral security (and each Originator hereby grants to Buyer a security

interest therein for such purposes) for the repayment to Buyer of any and all

funds of Buyer received by such Originator at any time to the extent such funds

did not constitute either (i) Purchase Price payments owed to such Originator by

Buyer or (ii) payments permitted by the terms of the Transaction Documents in

respect of the principal of, or interest on, any Subordinated Loan owed by Buyer

to such Originator, such title to vest in Buyer for such purposes whether or not

the conditions precedent to Buyer's obligation to purchase such Receivable were

in fact satisfied.

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ARTICLE IV

COVENANTS

SECTION 4.1 AFFIRMATIVE COVENANTS OF EACH ORIGINATOR.

Until the date on which this Agreement terminates in accordance with

its terms, each Originator hereby covenants, as to itself, as set forth below:

(a) Financial Reporting. Allied will maintain, for itself and each

of its Subsidiaries, a system of accounting established and administered in

accordance with GAAP, and will furnish or cause to be furnished to Buyer (or its

assigns):

(i) Annual Reporting. Within ninety (90) days after the

close of each fiscal years of the Performance Guarantor, copies of the

Performance Guarantor's audited, unqualified financial statements

(which shall include balance sheets, statements of income and retained

earnings and a statement of cash flows) for such fiscal year prepared

in accordance with GAAP and certified in a manner acceptable to Buyer

(or its assigns) by independent public accountants of nationally

recognized standing acceptable to Buyer (or its assigns).

(ii) Quarterly Reporting. Within forty-five (45) days

after the close of the first three (3) quarterly periods of each of the

Performance Guarantor's respective fiscal years, the Performance

Guarantor's balance sheets as at the close of each such period and

statements of income and retained earnings and a statement of cash

flows for it for the period from the beginning of such fiscal year to

the end of such quarter, all certified by its chief financial officer.

(iii) Compliance Certificate. Together with the financial

statements required hereunder, a compliance certificate in

substantially the form of Exhibit IV attached hereto, signed by an

Authorized Officer of each Originator and dated the date of such annual

financial statement or such quarterly financial statement, as the case

may be.

(iv) Shareholders Statements and Reports. Promptly upon

the furnishing thereof to shareholders of the Performance Guarantor,

copies of all financial statements, reports and proxy statements so

furnished.

(v) S.E.C. Filings. Promptly upon the filing thereof,

copies of all registration statements and annual, quarterly, monthly or

other regular reports which the Performance Guarantor, it or any of

their respective Subsidiaries files with the Securities and Exchange

Commission.

(vi) Copies of Notices. Promptly upon its receipt of any

notice, request for consent, financial statements, certification,

report or other communication under or in connection with any

Transaction Document from any Person other than Buyer, the Agent or

Blue Ridge, copies of the same.

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(vii) Change in Credit and Collection Policy. Promptly

after the effectiveness of any material change in or amendment to the

Credit and Collection Policy, a copy of such Credit and Collection

Policy then in effect and a notice indicating such change or amendment;

provided, that if any proposed change or amendment would be reasonably

likely to adversely affect the collectibility of the Receivables or

decrease the credit quality of any newly created Receivables, the

Buyer's (and the Agent's and each Lender Group Agent's) prior written

consent thereto shall be required.

(viii) Other Information. Promptly, from time to time, such

other information, documents, records or reports relating to the

Receivables or the condition or operations, financial or otherwise, of

it as Buyer (or its assigns) may from time to time reasonably request

in order to protect the interests of Buyer (and its assigns) under or

as contemplated by this Agreement.

(b) Notices. It will notify Buyer (or its assigns) in writing of

any of the following promptly upon learning of the occurrence thereof,

describing the same and, if applicable, the steps being taken with respect

thereto:

(i) Termination Events or Unmatured Termination Events.

The occurrence of each Termination Event and each Unmatured Termination

Event, by a statement of its Authorized Officer.

(ii) Judgment and Proceedings. (A) The entry of any

judgment or decree against it or any of its Subsidiaries if the

aggregate amount of all judgments and decrees then outstanding against

it and its Subsidiaries exceeds $50,000,000 after deducting (1) the

amount with respect to which it or any such Subsidiary is insured and

with respect to which the insurer has assumed responsibility in

writing, and (2) the amount for which it or any such Subsidiary is

otherwise indemnified if the terms of such indemnification are

satisfactory to Buyer (or its assigns), and (B) the filing or

commencement of, or of any threat or notice of intention of any Person

to file or commence, any action, suit or proceeding, whether at law or

in equity or by or before any governmental authority, against such

Originator or any of its Subsidiaries that could, individually or in

the aggregate, reasonably be expected to have a Material Adverse

Effect; provided, that any notice required by this clause (B) shall be

provided as soon as possible and in any event within five (5) Business

Days after any Authorized Officer of such Originator has knowledge of

such filing, commencement, threat or notice of intention.

(iii) Material Adverse Effect. Any development known to any

Authorized Officer that has had, or could, individually or in the

aggregate, reasonably be expected to have, a Material Adverse Effect.

(iv) Defaults Under Other Agreements. The occurrence of a

default or an event of default under any other financing arrangement or

arrangements that, individually or in the aggregate, equal or exceed

$50,000,000 and pursuant to which it is a debtor or an obligor.

(v) ERISA Events. The occurrence of any ERISA Event.

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(vi) Downgrade of Originator. Any downgrade in, or

withdrawal of, the rating of any of its Indebtedness by S&P or by

Moody's, setting forth the Indebtedness affected and the nature of such

change.

(c) Compliance with Laws and Preservation of Existence. It will

comply in all respects with all applicable laws, rules, regulations, orders,

writs, judgments, injunctions, decrees or awards to which it may be subject,

except where the failure to so comply could not reasonably be expected to have a

Material Adverse Effect. It will preserve and maintain its legal existence,

rights, franchises and privileges in the jurisdiction of its organization, and

qualify and remain qualified in good standing as a foreign entity in each

jurisdiction where its business is conducted, except where the failure to so

preserve and maintain or qualify could not reasonably be expected to have a

Material Adverse Effect.

(d) Audits. It will furnish to Buyer (or its assigns) from time to

time such information with respect to it and the Receivables as Buyer (or its

assigns) may reasonably request. It will, from time to time during regular

business hours as requested by Buyer (or its assigns), upon reasonable notice

and at its sole cost, permit Buyer (or its assigns) or their respective agents

or representatives, (i) to examine and make copies of and abstracts from all

Records in the possession or under its control relating to the Receivables and

the Related Security, including, without limitation, the related Contracts, and

(ii) to visit its offices and properties for the purpose of examining such

materials described in clause (i) above, and to discuss matters relating to its

financial condition or the Receivables and the Related Security or its

performance under any of the Transaction Documents or its performance under the

Contracts and, in each case, with any of its officers or employees having

knowledge of such matters (each of the foregoing examinations and visits, a

"Review"); provided, however, that, so long as no Amortization Event has

occurred and is continuing, (A) excluding the first Review after the Closing

Date, each Originator shall only be responsible for the costs and expenses of

two (2) Reviews in any one calendar year, and (B) the Buyer (or its assigns)

will not request more than four (4) Reviews in any one calendar year.

(e) Keeping and Marking of Records and Books.

(i) It will maintain and implement administrative and

operating procedures (including, without limitation, an ability to

recreate records evidencing Receivables in the event of the destruction

of the originals thereof), and keep and maintain all documents, books,

records and other information reasonably necessary or advisable for the

collection of all Receivables (including, without limitation, records

adequate to permit the immediate identification of each new Receivable

and all Collections of and adjustments to each existing Receivable). It

will give Buyer (or its assigns) notice of any material change in the

administrative and operating procedures referred to in the previous

sentence.

(ii) It will (A) on or prior to the date hereof, mark its

master data processing records and other books and records relating to

the Receivables with a legend, acceptable to Buyer (or its assigns),

describing Buyer's ownership interests in the Receivables and further

describing the security interest of the Agent (on behalf of the Secured

Parties) under the Credit Agreement and (B) upon the request of Buyer

(or its assigns): (1) mark

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each Contract with a legend describing Buyer's ownership interests in

the Receivables and further describing the security interest of the

Agent (on behalf of the Secured Parties) and (2) deliver to Buyer (or

its assigns) all Contracts (including, without limitation, all multiple

originals of any such Contract) relating to the Receivables.

(f) Compliance with Contracts and Credit and Collection Policy. It

will timely and fully (i) perform and comply with all provisions, covenants and

other promises required to be observed by it under the Contracts related to the

Receivables, and (ii) comply with the Credit and Collection Policy in regard to

each Receivable and the related Contract; provided, however, any failure to so

perform or comply shall not constitute a breach hereof except to the extent such

failure or non-compliance could be reasonably expected to have a Material

Adverse Effect.

(g) Ownership. It will take all necessary action to establish and

maintain, irrevocably in Buyer, (i) legal and equitable title to the Receivables

and the Collections and (ii) all right, title and interest in the Related

Security associated with the Receivables, in each case, free and clear of any

Adverse Claims other than Adverse Claims in favor of Buyer (and its assigns)

(including, without limitation, the filing of all financing statements or other

similar instruments or documents necessary under the UCC (or any comparable law)

of all appropriate jurisdictions to perfect Buyer's security interest in such

Receivables, Related Security and Collections and such other action to perfect,

protect or more fully evidence the security interest of Buyer as Buyer (or its

assigns) may reasonably request).

(h) Secured Parties' Reliance. It acknowledges that the Agent and

the Secured Parties are entering into the transactions contemplated by the

Credit Agreement in reliance upon Buyer's identity as a legal entity that is

separate from it and any Affiliates thereof. Therefore, from and after the date

of execution and delivery of this Agreement, it will take all reasonable steps

including, without limitation, all steps that Buyer or any assignee of Buyer may

from time to time reasonably request to maintain Buyer's identity as a separate

legal entity and to make it manifest to third parties that Buyer is an entity

with assets and liabilities distinct from those of it and any Affiliates thereof

and not just a division of it or any such Affiliate. Without limiting the

generality of the foregoing and in addition to the other covenants set forth

herein, it (i) will not hold itself out to third parties as liable for the debts

of Buyer nor purport to own the Receivables and other assets acquired by Buyer,

(ii) will take all other actions necessary on its part to ensure that Buyer is

at all times in compliance with the "separateness covenants" set forth in

Section 7.1(i) of the Credit Agreement and (iii) will cause all tax liabilities

arising in connection with the transactions contemplated herein or otherwise to

be allocated between it and Buyer on an arm's-length basis and in a manner

consistent with the procedures set forth in U.S. Treasury Regulations

Sections 1.1502-33(d) and 1.1