Allied NA refers to Allied Waste North America, Inc., the issuer of the notes, and its direct and indirect subsidiaries; and

EXHIBIT 10.54

NINTH AMENDMENT TO
CREDIT AND SECURITY AGREEMENT

     THIS NINTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT, dated as of May 31, 2005 (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”), BLUE RIDGE ASSET FUNDING CORPORATION, as a lender (“Blue Ridge”), WACHOVIA BANK, NATIONAL ASSOCIATION, as the Agent (the “Agent”) and as Liquidity Bank and as Lender Group Agent, ATLANTIC ASSET SECURITIZATION CORP., 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, Blue Ridge, Agent, Atlantic Asset and Atlantic Group Agent have entered into that certain Credit and Security Agreement, dated as of March 7, 2003 (as amended, restated, supplemented or otherwise modified to the date hereof, the “Agreement”);

     WHEREAS, the Borrower, Servicer, Blue Ridge, 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) The definition of “Commitment Termination Date” in Exhibit I to the Agreement is hereby amended and restated in its entirety as follows:

“Commitment Termination Date: May 30, 2006.”

     (b) The definition of “Dilution Horizon Ratio” in Exhibit I to the Agreement is hereby amended and restated in its entirety as follows:

“Dilution Horizon Ratio: As of any Cut-off Date, a ratio (expressed as a decimal), computed by dividing (1) the aggregate sales generated by the Originators during the Calculation Period ending on such Cut-Off Date by (2) the Net Pool Balance as of such Cut-Off Date.”

     (c) The definition of “Facility Termination Date” in Exhibit I to the Agreement is hereby amended and restated in its entirety as follows:

“Facility Termination Date: The earliest of (i) the Liquidity Termination Date, (ii) the Amortization Date and (iii) May 31, 2008.”

     (d) The definition of “Required Reserve Factor Floor” is hereby amended by replacing such definition in its entirety with the following:

“Required Reserve Factor Floor: For any Calculation Period, the sum (expressed as a percentage) of (i) the greatest of (a) four (4) times the Unrated Obligor Concentration Limit, (b) two (2) times the A-3/P-3 Obligor Concentration Limit and (c) one (1) times the A-2/P-2 Obligor Concentration Limit, (ii) the sum of the percentages by which each Special Concentration Limit exceeds the Obligor Concentration Limit that would have been applicable to the related Obligor if such Special Concentration Limit did not apply (for example, if the Special Concentration Limit for an Obligor is 2% and the Obligor Concentration Limit that would have been applicable to such Obligor if no Special Concentration Limit was established is 1%, the excess for purposes of this subclause (ii) would be 1%), (iii) the Federal Government Concentration Limit, (iv) the Municipal Obligor Offset Percentage, (v) the product of the Adjusted Dilution Ratio and the Dilution Horizon Ratio, in each case, as of the immediately preceding Cut-Off Date and (vi) 0.50%.”

     (e) Section 9.1(h) is hereby amended and restated in its entirety as follows:

“(h) As at the end of any Calculation Period:

     (f) The table set forth in Exhibit IV hereto hereby replaces the existing Exhibit IV to the Agreement.

     SECTION 2. Special Obligor and Special Concentration Limit.

     Subject to the terms and conditions of the Agreement, including without limitation the provisions of the definition of “Special Concentration Limit”, the Agent and the Lender hereby agree that as of the date hereof Oakleaf Waste Management, LLC (“Oakleaf”) shall no longer be considered a Special Obligor and the Receivables of Oakleaf and its Affiliates shall not be subject to a Special Concentration Limit.

     SECTION 3. Consent of Performance Guarantor.

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     Reference is hereby made to that certain Performance Undertaking, dated as of February 28, 2003, by Allied Waste Industries, Inc., (the “Performance Guarantor”) in favor of Allied Receivables Funding Incorporated. The Performance Guarantor hereby ratifies and consents to this Ninth Amendment, the Amended and Restated Atlantic Fee Letter and the Second Amended and Restated Blue Ridge Fee Letter, each dated as of the date hereof, and to each of the following amendments and additional agreements executed and delivered after March 7, 2003: (i) First Amendment to Receivables Sale Agreement, dated as of August 8, 2003; (ii) Second Amendment to Receivables Sale Agreement, dated as of October 15, 2003; (iii) Third Amendment to Receivables Sale Agreement, dated as of January 28, 2004; (iv) Fourth Amendment to Receivables Sale Agreement, dated as of March 5, 2004; (v) Fifth Amendment to Receivables Sale Agreement, dated as of June 23, 2004; (vi) Sixth Amendment to Receivables Sale Agreement, dated as of September 29, 2004; (vii) Seventh Amendment to Receivables Sale Agreement, dated as of December 28, 2004; (viii) First Amendment to Credit Security Agreement, dated as of June 5, 2003; (ix) Second Amendment to Credit Security Agreement, dated as of August 8, 2003; (x) Third Amendment to Credit Security Agreement, dated as of October 15, 2003; (xi) Fourth Amendment to Credit Security Agreement, dated as of January 28, 2004; (xii) Fifth Amendment to Credit Security Agreement, dated as of March 5, 2004; (xiii) Fifth Amendment to Credit Security Agreement, dated as of June 23, 2004; (xiv) Seventh Amendment to Credit Security Agreement, dated as of September 29, 2004; (xv) Eighth Amendment to Credit Security Agreement, dated as of December 28, 2004; (xvi) Joinder Agreement to Receivables Sale Agreement, dated as of September 29, 2004; (xvii) First Amendment to Collection Agreement, dated as of September 29, 2004; (xviii) Amended and Restated Blue Ridge Fee Letter, dated as of September 29, 2004; and (xix) Atlantic Fee Letter, dated as of September 29, 2004.

     SECTION 4. Effectiveness and Effect.

     This Amendment shall become effective as of May 31, 2005 (the “Effective Date”); provided, that each of the following conditions precedent shall have been satisfied:

     (a) (i) This Amendment; (ii) the Eighth Amendment to the Receivables Sale Agreement, dated as of the date hereof; (iii) the Second Amendment to Collection Account Agreement; (iv) the Third Amendment to the Liquidity Purchase Agreement, dated as of the date hereof, among the Purchasers named therein, Blue Ridge and the Agent; (v) the First Amendment to the Liquidity Asset Purchase Agreement, dated as of the date hereof, among the Purchasers named therein, Atlantic Asset the Atlantic Group Agent and the Atlantic Liquidity Bank, (vi) the Second Amended and Restated Fee Letter for Blue Ridge and (vii) the Amended and Restated Fee Letter for the Atlantic Group, dated as of the date hereof, shall have been executed and delivered by a duly authorized officer of each party thereto.

     (b) The Agent, the Blue Ridge Agent and the Atlantic Group Agent shall each have received a Certificate of an officer of each of the Borrower and the Servicer certifying that the representations and warranties of each of the Borrower and the Servicer contained in the Transaction Documents are true and correct on and as of the date hereof as though made on and as of the date hereof.

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     (c) The Borrower and the Servicer shall each be in compliance with each of its covenants set forth herein and each of the Transaction Documents to which it is a party.

     (d) No event has occurred which constitutes an Amortization Event or an Unmatured Amortization Event and the Termination Date shall not have occurred.

     SECTION 5. Reference to and Effect on the Agreement and the Related Documents.

     (a) Upon the effectiveness of this Amendment, (i) each of the Loan Parties hereby reaffirms all representations and warranties made by it in Article V 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 Loan Parties hereby represents and warrants that no Amortization Event or Unmatured Amortization 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.

     (b) The Borrower hereby agrees that in addition to any costs otherwise required to be paid pursuant to the Transaction Documents, the Borrower shall pay the reasonable legal fees and out-of pocket expenses of each of the Agent’s and the Atlantic Group Agent’s counsel, and all audit fees and due diligence costs incurred by the Agent and the Atlantic Group Agent in connection with the consummation of this Amendment.

     SECTION 6. Governing Law.

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

     SECTION 7. 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 8. 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 Ninth Amendment to Credit and Security Agreement]

Consented to this ___ day of May __, 2005:

WACHOVIA BANK, NATIONAL ASSOCIATION,
as Liquidity Agent and sole Investor under
the Blue Ridge Liquidity Agreement

ATLANTIC ASSET SECURITIZATION CORP.,
as a Lender

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

[Signature Page to Ninth Amendment to Credit and Security Agreement]

Exhibit IV

Names of Collection Banks; Lock-Boxes & Collection Accounts