THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT

EXHIBIT 10.2

THIRD AMENDMENT TO

      THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT , dated as of May 29, 2007 (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 ”), VARIABLE FUNDING CAPITAL COMPANY LLC (as successor by assignment to Blue Ridge Asset Funding Corporation), as a lender (“ VFCC ”), WACHOVIA BANK, NATIONAL ASSOCIATION, as the Agent (the “ Agent ”) and as Liquidity Bank and as Lender Group Agent, ATLANTIC ASSET SECURITIZATION LLC, 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, VFCC, Agent, Atlantic Asset and Atlantic Group Agent have entered into that certain Amended and Restated Credit and Security Agreement, dated as of May 30, 2006 (as amended, restated, supplemented or otherwise modified to the date hereof, the “ Agreement ”);

      WHEREAS , the Borrower, Servicer, VFCC, Agent, Atlantic Asset and Atlantic Group Agent 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) Section 9.1(f) of the Agreement is hereby deleted in its entirety and replaced with the following:

     “(f) Failure of Performance Guarantor or any of its Subsidiaries other than Borrower to pay Indebtedness in excess of $50,000,000 in aggregate principal amount (hereinafter, “ Material Indebtedness ”) when due; or the default by Performance Guarantor or any of its Subsidiaries (other than Borrower) in the performance of any term, provision or condition contained in Article VI of the Senior Credit Agreement; or any Material Indebtedness of Performance Guarantor or any of its Subsidiaries other than Borrower shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof.”

     (b) The definition of “Aggregate Commitment” in Exhibit I is hereby deleted in its entirety and the following is substituted in lieu thereof:

“ 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 $300,000,000.”

     (c) Clause (xvii) of the definition of “Eligible Receivable” in Exhibit I to the Agreement is hereby modified by inserting, at the end thereof, prior to the semi-colon, the following phrase “, for the avoidance of doubt, any Forward Billed/Weekly Serviced Receivable that satisfies all other requirements of this definition of Eligible Receivable shall be an Eligible Receivable, but no other Forward Billed Receivable shall be an Eligible Receivable”.

     (d) The definition of “Eligible Receivable” in Exhibit I to the Agreement is hereby modified by deleting the period at the end of clause (xix) of such definition and inserting a semi-colon in lieu thereof and inserting after clause (xix) of such definition , the following:

“ provided , however , on any day on which both (1) the Leverage Ratio does not exceed the applicable Leverage Ratio Trigger and (2) Liquidity equals or exceeds $80,000,000: (a) clauses (i), (ii), (iv) and (xvii) shall not apply; and (b) the following additional clauses shall apply:

(xx) the Obligor of which is (A) a corporation or other business organization, organized under the laws of the United States, Canada or any political subdivision thereof and has its chief executive office in the United States or in Canada; (B) not an Affiliate of any of the parties hereto; (C) a Commercial Obligor; (D) a Municipal Obligor; or (E) a Federal Government Obligor;

(xxi) either (A) as to which the applicable Originator has satisfied and fully performed all obligations on its part with respect to such Receivable required to be fulfilled by it, and no further action is required to be performed by any Person with respect thereto other than payment thereon by the applicable Obligor or (B) such Receivable is a Monthly Forward Billed Receivable or a Forward Billed/Weekly Serviced Receivable, but no other Forward Billed Receivable shall be an Eligible Receivable.”

     (e) The definition of “Facility Termination Date” in Exhibit I is hereby deleted in its entirety and the following is substituted in lieu thereof:

“ Facility Termination Date : The earliest of (i) the Liquidity Termination Date, (ii) the Amortization Date and (iii) May 27, 2008.”

     (f) Exhibit I to the Agreement is hereby modified by inserting the following definitions in their proper alphabetical order:

“ Alternative Borrowing Base : On any day, an amount equal to the Borrowing Base for such day, calculated (i) without giving effect to the proviso clause following clause (xix) of the definition of Eligible Receivable and (ii) by including only 60% of the aggregate

Principal Balance of all Forward Billed/Weekly Serviced Receivables that are Eligible Receivables in the Net Pool Balance.”

“ Forward Billed Receivable : Any Receivable as to which a bill or invoice for services is sent to the related Obligor prior to the rendering of the related service by the related Originator.”

“ Forward Billed/Weekly Serviced Receivable : Any Monthly Forward Billed Receivable as to which the services to which such bill or invoice relates are rendered to the related Obligor on at least a weekly basis.”

“ Leverage Ratio : Has the meaning given such term in that certain Credit Agreement dated as of July 21, 1999, as amended and restated as of March 21, 2005, among Allied Waste Industries, Inc., Allied Waste North America, Inc., JPMorgan Chase Bank, N.A., Citicorp North America, Inc., and UBS Securities LLC, Credit Suisse Fi