<PAGE>   1
                                                                    Confidential
                                                                   Exhibit 10.22



                                                           March 7, 1999

Allied Waste Industries, Inc.
15880 North Greenway-Hayden Loop
Scottsdale, Arizona  85260


                            Equity Commitment Letter

Ladies and Gentlemen:

              You have advised us that you have entered into an agreement, dated
the date hereof (the "Agreement"), with the corporation referred to as Blue (the
"Target") pursuant to which you will acquire (the "Acquisition") all of the
outstanding capital stock of the Target. References to the "Company" mean you
and your subsidiaries. Capitalized terms used but not otherwise defined herein
shall have the meaning given thereto in the Agreement.

              You have advised us that the total funds necessary to consummate
the Acquisition and to pay related fees and expenses will be approximately $9
billion. (The approximate sources and uses of the funds necessary to consummate
the Acquisition are set forth on Exhibit A hereto.) Such funds will be provided
by (i) the incurrence of up to $9.750 billion principal amount of indebtedness
(the "Bank Financing") under a replacement bank credit facility on the terms set
forth in the bank commitment letter, dated the date hereof (the "Bank Commitment
Letter"), and (ii) the issuance and sale by you of 1,000,000 shares (the
"Shares") of a newly created series of preferred stock having the terms set
forth on Exhibit B hereto, at an aggregate purchase price of $1.0 billion
(together with the Bank Financing, the "Financing"). The Acquisition, the
Financing and the other transactions contemplated hereby are collectively
referred to herein as the "Transactions."

              You agree to sell to each of the undersigned, or one or more of
their respective affiliated investment funds under management and/or designees
(collectively, 
<PAGE>   2
the "Investors"), and each of the undersigned, severally and not jointly,
commits to purchase, or to cause one or more of its affiliated investment funds
under management and/or designees to purchase, upon the terms and subject to the
conditions set forth or referred to herein and the Exhibits attached hereto,
including, but not limited to Exhibit C (collectively, the "Commitment Letter"),
the number of Shares set forth under its name on the signature page hereto. The
purchase of the Shares shall take place simultaneously with the consummation of
the Merger, on a date that you will designate to us in writing no later than ten
days prior to such date.

              Upon the earlier of (i) the effective time of the Merger and (ii)
the Target paying or becoming obligated to pay the Company any amounts by reason
of, or in connection with, the termination of the Agreement (including, without
limitation, any amounts payable pursuant to Section 5.11(b) of the Agreement),
you shall as promptly as reasonably practicable pay by wire transfer of
immediately available funds to Apollo Management IV, LP or its designees
("Apollo"), Blackstone Management Partners III LLC ("Blackstone"), GSCP, Inc.
and DLJ Merchant Banking II, Inc., or its designee, a non-refundable transaction
fee of $11.0 million, $8.75 million, $2.5 million and $2.75 million,
respectively.

              You agree (a) to indemnify and hold harmless us, our affiliates
and partners, and the respective officers, directors, members, employees,
advisors and agents of each of us, our affiliates and partners (each, an
"indemnified person"), from and against (and to reimburse each indemnified
person as the same are incurred) any and all losses, claims, damages,
liabilities, costs and expenses (collectively, "Losses") to which any
indemnified person may become subject or incur directly or indirectly based
upon, arising out of, or in connection with this Commitment Letter, the
Financing, the use of the proceeds thereof, the other Transactions (including
the Acquisition) or any related transaction or any claim, litigation,
investigation or proceeding relating to any of the foregoing, regardless of
whether any indemnified person is a party thereto, and to reimburse each
indemnified person upon demand for any reasonable legal or other reasonable out
of pocket expenses incurred in connection with investigating or defending any of
the foregoing, provided that the foregoing indemnity will not, as to any
indemnified person, apply to Losses to the extent they are found by a final,
non-appealable judgment of a court to arise from the willful misconduct or gross
negligence of such indemnified person, and (b) whether or not the Financing is
consummated, to reimburse us and our affiliates on demand for all reasonable
out-of-pocket expenses (including, but not limited to, reasonable expenses of
due diligence, consultant's fees and expenses, travel expenses, and reasonable
fees, charges and disbursements of counsel) incurred in connection with the
Transactions and any related documentation 


                                       2
<PAGE>   3
or the amendment, modification or waiver thereof. No indemnified person shall be
liable for any indirect, consequential or punitive damages in connection with
this Commitment Letter, the definitive financing documentation or its activities
related to the Transactions.

              You hereby represent and covenant that (a) to the best of your
knowledge, all information (excluding information of a general economic nature
and financial projections) concerning you, the Target, the Acquisition, and the
other Transactions (the "Information") that has been or will be prepared by or
on behalf of you or any of your authorized representatives and that has been
made or will be made available to us or any of our authorized representatives in
connection with the Transactions, when taken as a whole, will at the time made
available be correct in all material respects and will not contain any untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements contained therein not materially misleading in light of
the circumstances under which such statements are made, (b) all financial
projections concerning you, the Acquisition, and the other Transactions or, to
the best of your knowledge, the Target (the "Projections") that have been
prepared by or on behalf of you or the Target or any of your or its authorized
representatives and that have been or will be made available to us or any of our
authorized representatives in connection with the Transactions have been and at
the time made available will be prepared in good faith based upon assumptions
believed by you to be reasonable and (c) the transactions contemplated by the
Commitment Letter have been approved by a majority of the members of the
Company's board of directors who are not affiliated with the purchasers of the
Shares and the directors have received an opinion of Chase Securities Inc. to
the effect that the transactions contemplated by this Commitment Letter are fair
to the Company from a financial point of view. You agree to supplement the
Information and the Projections from time to time until the effective time of
the Merger so that the representations and covenants in the preceding sentence
remain correct.

              This Commitment Letter and our commitment hereunder shall not be
assignable by you (and any purported assignment shall be null and void), are
solely for the benefit of the parties hereto and do not confer any benefits
upon, or create any rights in favor of, any person other than the parties hereto
and the indemnified persons referred to above. This Commitment Letter may not be
amended or waived except by an instrument in writing signed by each party
hereto. This Commitment Letter may be executed in any number of counterparts,
each of which shall be an original, and all of which, when taken together, shall
constitute one agreement. Delivery of an executed signature page of this
Commitment Letter by facsimile transmission shall be as effective 


                                       3
<PAGE>   4
as delivery of a manually executed counterpart hereof. This Commitment Letter is
the only agreement that has been entered into between us relating to our
commitment with respect to any Shares and sets forth the entire understanding of
the parties with respect thereto (other than a separate agreement regarding
certain modifications to the existing shareholders' and registration rights
agreements among you and certain of our affiliates).

              This Commitment Letter shall be governed by and construed in
accordance with the laws of the State of New York. EACH OF THE PARTIES HERETO
IRREVOCABLY AGREES TO WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR
COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF
THIS COMMITMENT LETTER OR THE PERFORMANCE OF SERVICES HEREUNDER. You irrevocably
and unconditionally submit to the exclusive jurisdiction of any state or federal
court sitting in the Borough of Manhattan, The City of New York, over any suit,
action or proceeding arising out of or relating to this Commitment Letter.
Service of any process, summons, notice or document by registered mail addressed
to you at your address set forth above shall be effective service of process
against you for any such suit, action or proceeding brought in any such court.
You irrevocably and unconditionally waive any objection to the laying of venue
of any such suit, action or proceeding brought in any such court and any claim
that any such suit, action or proceeding has been brought in an inconvenient
forum. A final judgment in any such suit, action or proceeding brought in any
such court may be enforced in any other courts to whose jurisdiction you are or
may be subject, by suit upon judgment.


              This Commitment Letter is delivered to you on the understanding
that you shall not, and shall cause your directors, officers, employees, agents
and advisors (collectively, "Representatives") not to, directly or indirectly,
disclose this Commitment Letter or any of its terms or substance to any other
person except (i) on a confidential basis to your Representatives who are
directly involved in the consideration of this matter and agree to keep this
Commitment Letter and its terms and substance confidential, (ii) as may be
compelled in a judicial or administrative proceeding (in which case you agree to
inform us promptly thereof), (iii) on a confidential basis, to Target and its
Representatives who are directly involved in the consideration of the
Acquisition so long as Target has agreed to keep, and to cause its
Representatives to keep, this Commitment Letter and its terms and substance
confidential (except as contemplated by clause (iv) of this sentence), (iv) the
reference to this Commitment Letter in the Agreement and (v) to the extent
required under applicable securities laws. Notwithstanding the foregoing, any
press release or filing with the Securities and Exchange Commission disclosing
this Commitment Letter or the terms or substance 


                                       4
<PAGE>   5
hereof shall be subject to our prior review and consent, which shall not be
unreasonably withheld or delayed.

              Our commitment in this Commitment Letter will terminate at 5:00
p.m., New York City time, on March 8, 1999, unless on or prior to such time you
sign and return an enclosed counterpart of this Commitment Letter and, if so
accepted on or prior to such time, the commitment contained herein will
terminate at 5:00 p.m., New York City time, on the earliest of (i) the
termination of the Agreement, (ii) the material amendment of the Agreement or
the waiver by the Company of any of the conditions or covenants contained
therein, in each case without the approval of Apollo and Blackstone, which may
be given or withheld in their sole discretion, (iii) the date you notify us that
you have elected not to consummate the Merger, (iv) the date of execution and
delivery of a definitive agreement among us with respect to the purchase and
sale of the Shares and (v) December 31, 1999 (or such later date as may be
agreed to by you and us). The reimbursement, fee, indemnification, choice of
law, submission to jurisdiction and confidentiality provisions contained herein
shall remain in full force and effect regardless of whether definitive financing
documentation shall be executed and delivered and notwithstanding the
termination of this Commitment Letter or our commitment contained herein.



                                       5
<PAGE>   6
              If the foregoing correctly sets forth our agreement, please
indicate your acceptance of the terms hereof by returning to us executed
counterparts hereof.

                                  Very truly yours,


                                  APOLLO MANAGEMENT IV, L.P.



                                  By:____________________________
                                     Name:
                                     Title: Vice President
                                  Number of shares: 440,000
                                  Aggregate purchase price: $440,000,000


                                  BLACKSTONE CAPITAL PARTNERS III
                                  MERCHANT BANKING FUND L.P.
                                  By: Blackstone Management
                                      Associates III L.L.C.,
                                      its General Partner



                                  By:____________________________
                                     Name:
                                     Title:

                                  Number of shares:  350,000
                                  Aggregate purchase price:  $350,000,000
<PAGE>   7
                                  GREENWICH STREET CAPITAL PARTNERS II, L.P.
                                  GSCP OFFSHORE FUND, L.P.
                                  GREENWICH FUND, L.P.
                                  GREENWICH STREET EMPLOYEES FUND, L.P.
                                  TRV EXECUTIVE FUND, L.P.

                                  By: GREENWICH STREET
                                      INVESTMENTS II, L.L.C.,
                                      their General Partner



                                  By:____________________________
                                     Name:
                                     Title:

                                  Number of shares 100,000
                                  Aggregate purchase price $100,000,000
<PAGE>   8
                                  DLJMB FUNDING II, INC.

                                  By:  DLJMB Funding, Inc.

                                  By:____________________________
                                     Name:
                                     Title:
                                  Number of shares: 15,707.286
                                  Aggregate purchase price: $15,707,286


                                  DLJ MERCHANT BANKING PARTNERS II, L.P.


                                  By: DLJ Merchant Banking II, Inc.
                                      Managing General Partner



                                  By:____________________________
                                     Name:
                                     Title:
                                  Number of shares: 68,155.846
                                  Aggregate purchase price: $68,155,846


                                  DLJ MERCHANT BANKING PARTNERS II-A, L.P.

                                  By: DLJ Merchant Banking II, Inc.
                                      Managing General Partner



                                  By:____________________________
                                     Name:
                                     Title:
                                  Number of shares: 2,714.282
                                  Aggregate purchase price: $2,714,282
<PAGE>   9
                                  DLJ DIVERSIFIED PARTNERS, L.P.

                                  By: DLJ Diversified Partners, Inc.
                                      Managing General Partner



                                  By:____________________________
                                     Name:
                                     Title:
                                  Number of shares: 3,984.699
                                  Aggregate purchase price: $3,984,699


                                  DLJ DIVERSIFIED PARTNERS-A, L.P.

                                  By: DLJ Diversified Partners, Inc.
                                      Managing General Partner



                                  By:____________________________
                                     Name:
                                     Title:
                                  Number of shares: 1,479.781
                                  Aggregate purchase price: $1,479,781


                                  DLJ MILLENNIUM PARTNERS, L.P.

                                  By: DLJ Merchant Banking II, Inc.
                                      Managing  General Partner

                                  By:____________________________
                                     Name:
                                     Title:
                                  Number of shares: 1,102.004
                                  Aggregate purchase price: $1,102,004
<PAGE>   10
                                  DLJ MILLENNIUM PARTNERS-A, L.P.

                                  By: DLJ Merchant Banking II, Inc.
                                      Managing  General Partner



                                  By:____________________________
                                     Name:
                                     Title:
                                  Number of shares: 214.936
                                  Aggregate purchase price: $214,936


                                  DLJ FIRST ESC L.P.

                                  By: DLJ LBO Plans Management Corporation
                                      General Partner



                                  By:____________________________
                                     Name:
                                     Title:
                                  Number of shares: 131.148
                                  Aggregate purchase price: $131,148


                                  DLJ OFFSHORE PARTNERS II, C.V.

                                  By: DLJ Merchant Banking II, Inc.
                                      Managing  General Partner



                                  By:____________________________
                                     Name:
                                     Title:
                                  Number of shares: 3,351.548
                                  Aggregate purchase price: $3,351,548
<PAGE>   11
                                  DLJ EAB PARTNERS, L.P.

                                  By: DLJ LBO Plans Management Corporation
                                      General Partner


                                  By:____________________________
                                     Name:
                                     Title:
                                  Number of shares: 306.011
                                  Aggregate purchase price: $306,011


                                  DLJ ESC II L.P.

                                  By: DLJ LBO Plans Management Corporation
                                      General Partner


                                  By:____________________________
                                     Name:
                                     Title:
                                  Number of shares: 12,852.459
                                  Aggregate purchase price: $12,852,459

Accepted and agreed to as 
of the date first written above by:

ALLIED WASTE INDUSTRIES, INC.

By:____________________________
   Name:
   Title:
<PAGE>   12
                                                                       Exhibit A


                  Sources and Uses of Funds on the Merger Date
                             (in million of dollars)

                             For Consolidated Entity

<TABLE>
<CAPTION>
           Use of Funds                                Sources of Funds
           ------------                                ----------------
<S>                                  <C>        <C>                               <C>     

Consideration for Shares             $7,065.0   Revolving Facility                $    0.0

Consideration for Options for BFI       291.7   Senior Unsecured Increasing        2,500.0
                                                Rate Note Facility and/or Senior
                                                Subordinated Notes

Severance and Termination               177.0   Asset Sale Term Loan Facility      1,500.0
Payments

Repayment of Commercial Paper           740.5   Tranche A Facility                 2,250.0
of BFI

Repayment of existing Senior            319.8   Tranche B Facility                 1,000.0
Secured Credit Facility of
Borrower

Excess Cash                              47.3   Tranche C Facility                 1,000.0

Transaction Costs                       100.0   Equity Contribution                  750.0
                                                                                  --------
Financing Fees                          258.7   Total Sources                     $9,000.0
                                     --------                                     ========
   Total Uses                        $9,000.0
                                     ========
</TABLE>
<PAGE>   13
                                                                       EXHIBIT B


                   $1,000,000,000 CONVERTIBLE PREFERRED STOCK
                            SUMMARY OF PROPOSED TERMS


INVESTORS.............     Those parties signatory to the commitment letter to
                           which this term sheet is attached (the "Commitment
                           Letter") and their respective affiliated funds under
                           management and/or designees (the "Investors").

ISSUER................     Allied Waste Industries, Inc., a Delaware corporation
                           (the "Company").

ISSUE.................     1,000,000 shares of Series _ Senior Convertible
                           Preferred Stock, par value $.10 per share (the
                           "Preferred Stock").

LIQUIDATION
PREFERENCE............     $1,000 per share of Preferred Stock, plus the value
                           of accrued and unpaid dividends through and including
                           the date of determination (the "Liquidation
                           Preference").

                           Upon any liquidation, dissolution or other winding up
                           of the affairs of the Company, before any
                           distribution or payment is made to any equity
                           security of the Company ranking junior to the
                           Preferred Stock, the holders of the Preferred Stock
                           shall be paid the greater of (a) the Liquidation
                           Preference or (b) the amount that would be payable to
                           the holders of shares of Preferred Stock if the
                           holders of the Preferred Stock had converted all
                           outstanding shares of Preferred Stock into shares of
                           common stock, par value $.01 per share, of the
                           Company (the "Common Stock"), immediately prior to
                           such liquidation, dissolution or other winding up.

INITIAL AGGREGATE
LIQUIDATION
PREFERENCE............     $1,000,000,000.
<PAGE>   14
PURCHASE PRICE........     On the date of issuance of the Preferred Stock (the
                           "Issue Date"), the Investors shall purchase the
                           Preferred Stock for total cash consideration equal to
                           $1,000,000,000 or $1,000 per share.

REGISTRATION/
TRANSFER..............     The Preferred Stock will be sold in a private
                           placement directly by the Company to the Investors
                           and initially shall not be registered under the
                           Securities Act of 1933, as amended.

                           The Company shall enter into an amended and restated
                           registration rights agreement with the Investors
                           providing the rights contemplated by that certain
                           letter agreement dated the date of the Commitment
                           Letter (the "Letter Agreement").

DIVIDENDS.............     Dividends shall accrue from the Issue Date at an
                           annual rate equal to the greater of:

                           (a) (i) with respect to dividends accruing prior to
                           the earlier of the date the Stockholder Approval (as
                           defined below) is obtained and the tenth anniversary
                           of the Issue Date, (A) 6.5% of the Liquidation
                           Preference per annum during the first six months
                           following the Issue Date and (B) thereafter, 6.5% of
                           the Liquidation Preference per annum plus an
                           additional 1% of the Liquidation Preference per annum
                           for each six month period after the Issue Date until
                           the Stockholder Approval is obtained, (ii) with
                           respect to dividends accruing on or after the date
                           the Stockholder Approval has been obtained and on or
                           before the tenth anniversary of the Issue Date, 6.5%
                           of the Liquidation Preference per annum, or (iii)
                           with respect to dividends accruing after the tenth
                           anniversary of the Issue Date, 12% of the Liquidation
                           Preference per annum; and


                                       2
<PAGE>   15
                           (b) the quarterly dividend last declared, as of such
                           Dividend Payment Date, by the board of directors of
                           the Company with respect to the Common Stock.

                           Notwithstanding the foregoing, (i) dividends shall
                           never accrue at a rate in excess of 12% of the
                           Liquidation Preference per annum and (ii) any
                           dividends accruing on or after the fifth anniversary
                           of the Issue Date that are not paid in cash on the
                           applicable Dividend Payment Date shall accrue at 12%
                           of the Liquidation Preference per annum.

                           Dividends shall be payable, in cash, when, as and if
                           declared by the board of directors of the Company,
                           and if not paid on the applicable Dividend Payment
                           Date, shall be added to the Liquidation Preference on
                           such Dividend Payment Date. Thereafter, such dividend
                           will no longer be payable in cash. "Dividend Payment
                           Date" means March 31, June 30, September 30 and
                           December 31 of each year.

CONVERSION
RIGHTS................     From and after receipt of the Stockholder Approval,
                           each share of Preferred Stock shall be convertible at
                           the option of the holder initially into the number of
                           fully paid and nonassessable shares of Common Stock
                           equal to the Liquidation Preference at the time of
                           conversion divided by $18.00.

                           For so long as the Stockholder Approval is not
                           obtained, the Preferred Stock shall be convertible at
                           the option of the holder into the number of shares of
                           Series _ Junior Preferred Stock, par value $.10 per
                           share, of the Company (the "Junior Preferred Stock"),
                           determined pursuant to the preceding paragraph.
                           Depositary share arrangements will be put in place to
                           the extent necessary due to authorized share
                           limitations. The Junior Preferred Stock shall be
                           non-redeemable and shall at least have all rights of
                           a share of Common Stock (including, but not limited


                                       3
<PAGE>   16
                           to, ranking no less than pari passu with the Common
                           Stock as to dividends and any other distributions
                           declared on the Common Stock and payment upon
                           liquidation). The Junior Preferred Stock will be
                           entitled to vote with the Common Stock on a share for
                           share basis and shall, to the extent permitted by the
                           rules of any applicable stock exchange or other
                           trading market, be convertible share for share into
                           Common Stock, subject to adjustments to voting and
                           conversion rights, if any, for depositary share
                           arrangements.

                           The conversion privileges set forth above shall
                           include customary anti-dilution protection.

LISTING...............     The Company shall use its reasonable best efforts to
                           cause the shares of Common Stock and, to the extent
                           permitted, the Junior Preferred Stock (if, as and
                           when issued and offered pursuant to an effective
                           registration statement) issuable upon conversion of
                           the Preferred Stock to be listed or otherwise
                           eligible for trading on each principal trading market
                           for the Common Stock.

OPTIONAL
REDEMPTION
RIGHTS................     The Company shall not have the right to redeem the
                           Preferred Stock prior to the later of (a) the third
                           anniversary of the Issue Date and (b) receipt of the
                           Stockholder Approval. Thereafter, the Company shall
                           have the right to redeem the Preferred Stock, in
                           whole but not in part, at the Liquidation Preference;
                           provided, if such redemption is prior to the fifth
                           anniversary of the Issue Date, the Company shall have
                           such right only if the average closing price of the
                           Common Stock (as reported (absent manifest error) in
                           The Wall Street Journal), for the thirty consecutive
                           trading days ending on the date of notice of the
                           Company's intent to redeem the Preferred Stock
                           exceeds 150% of the conversion price, as then in
                           effect. Any such redemption shall be effected no
                           earlier than thirty days after the Investors receive
                           such notice of redemption.


                                       4
<PAGE>   17
RANKING...............     The Preferred Stock shall rank senior to all existing
                           and future classes of common or preferred stock of
                           the Company.

VOTING RIGHTS.........     The Preferred Stock and the Junior Preferred Stock
                           shall have the right to vote, together with the
                           Common Stock, as a single class, on all matters on
                           which the Company's common stockholders are entitled
                           to vote. For purposes of such voting, (a) each share
                           of Preferred Stock shall have the number of votes
                           equal to the number of shares of Common Stock then
                           issuable upon conversion of such share of Preferred
                           Stock (without regard to whether the Stockholder
                           Approval has been obtained) and (b) each share of
                           Junior Preferred Stock will have the number of votes
                           that would otherwise be represented by the number of
                           shares of Common Stock in lieu of whose issuance such
                           share of Junior Preferred Stock is issued.

                           For so long as any shares of Preferred Stock or
                           Junior Preferred Stock are outstanding, the holders
                           of Preferred Stock and Junior Preferred Stock, voting
                           separately as a class, shall have the right to elect
                           the number of directors of the Company that Apollo
                           and Blackstone or their affiliates would be entitled
                           to elect pursuant to the Second Amended and Restated
                           Share Agreement (the "Stockholders' Agreement"), by
                           and among the Company and the Investors. Such
                           directors will be deemed to be the directors elected
                           by Apollo and Blackstone under the Stockholders'
                           Agreement.

                           The Preferred Stock and the Junior Preferred Stock
                           shall each be entitled to vote as a separate class
                           with respect to amendments to the Company's
                           certificate of incorporation, by merger or otherwise,
                           that adversely affect the rights of each such class
                           of stock.

STOCKHOLDER
APPROVAL..............     To comply with the requirements of the New York Stock
                           Exchange, the Company shall use its reasonable best


                                       5
<PAGE>   18
                           efforts to obtain stockholder approval of the
                           conversion of the Preferred Stock into shares of
                           Common Stock (the "Stockholder Approval"). If
                           feasible, the Company shall present a proposal for
                           the Stockholder Approval (together, to the extent
                           consistent with their fiduciary duties, with the
                           affirmative recommendation of a majority of the
                           members of the Company's board of directors not
                           affiliated with the Investors or their affiliates) at
                           the Company's 1999 annual meeting of its
                           stockholders. Unless previously adopted, the Company
                           shall resubmit a proposal for the Stockholder
                           Approval at the next two annual meetings of its
                           stockholders, at two special meetings of its
                           stockholders convened at the Investors' request and
                           at any other meetings chosen by the Company.

CHANGE OF
CONTROL...............     Upon the occurrence of a change of control, the
                           Company shall offer to purchase any and all of the
                           shares of Preferred Stock at 101% of the Liquidation
                           Preference.

PREFERRED STOCK 
PURCHASE
AGREEMENT.............     The shares of Preferred Stock shall be issued 
                           pursuant to a stock purchase agreement reasonably
                           satisfactory to the Investors (including the form of
                           the certificate of designation attached thereto).
                           Such stock purchase agreement shall contain (a)
                           representations and warranties substantially similar
                           to those in the definitive documentation for the Debt
                           Financing (which shall not serve as conditions to
                           closing but shall otherwise survive the closing) and
                           (b) other representations and warranties relating to
                           organization, capitalization, validity of the shares
                           and similar matters (which shall serve as conditions
                           to, and survive, the closing); indemnities;
                           covenants; and conditions precedent subject to the
                           foregoing, customary for agreements of such type and
                           a covenant on the part of (i) the Investors to vote
                           any shares of Common Stock, Preferred Stock and
                           Junior Preferred Stock beneficially owned by them, or
                           their affiliates, entitled to vote with respect to
                           the Stockholder Approval for such proposal 


                                       6
<PAGE>   19
                           and (ii) the Company to provide Rule 144A(d)
                           information. Those matters that are not covered or
                           made clear by the Commitment Letter or this term
                           sheet are subject to approval by the Investors (it
                           being understood that the terms and conditions of the
                           definitive documents shall not be inconsistent with
                           the provisions of this term sheet or the Commitment
                           Letter).

OTHER
AGREEMENTS............     The Investors and the Company will also enter into
                           the Stockholders Agreement contemplated by the Letter
                           Agreement. The Investors will enter into an amendment
                           of the existing Investment Agreement which will,
                           among other things, add the new Investors as parties,
                           provide that each party thereto will vote in
                           accordance with the terms thereof, and provide
                           certain restrictions on the transfer of shares of the
                           Investors other than Apollo and Blackstone to the
                           effect that such Investors shall not transfer any
                           shares, beneficially owned by them, of the Company in
                           a manner not available to affiliates under the
                           Federal securities laws.


                                       7
<PAGE>   20
                                                                       EXHIBIT C


                                   CONDITIONS

              Each Investor's several commitment pursuant to the Commitment
Letter, dated March 7, 1999 (the "Commitment Letter"), is subject to the
satisfaction of the following conditions (capitalized terms used but not defined
herein shall, unless otherwise specified, have the meanings assigned to such
terms in the Commitment Letter):

              (1) the preparation, execution and delivery of definitive
         documents relating to the purchase and sale of the Shares reasonably
         satisfactory to each of the Investors;

              (2) the Acquisition and each of the other Transactions (other than
         the purchase by such Investor of the Shares to be purchased by it)
         shall have been consummated or shall be consummated simultaneously with
         the other Transactions, without any waiver by the Company of the
         conditions thereto without the prior written consent of the Investors
         affiliated with Apollo and Blackstone, which may be given or withheld
         in their sole discretion; and the Bank Financing shall be consummated
         on terms that in all material respects are as favorable to the Company
         and the Investors as those set forth in the Bank Commitment Letter;

              (3) the termination or expiration of all applicable waiting
         periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1975,
         as amended, and the rules promulgated thereunder (the "HSR Act"),
         provided, that with respect to the purchase of the Shares such Investor
         has used its reasonable best efforts to obtain clearance under the HSR
         Act prior to satisfaction of the conditions to the Agreement and the
         Bank Financing (other than the purchase of the Shares).