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                                                                     EXHIBIT 4.2



                           PICCADILLY CAFETERIAS, INC.

                                  71,000 UNITS

                                  CONSISTING OF

                    $71,000,000 SENIOR SECURED NOTES DUE 2007
                                      WITH
                      71,000 COMMON STOCK PURCHASE WARRANTS

                                       AND

                                   4,500 UNITS

                                  CONSISTING OF

                        $4,500,000 TERM B NOTES DUE 2007
                                      WITH
                      4,500 COMMON STOCK PURCHASE WARRANTS


                              AMENDED AND RESTATED
                               PURCHASE AGREEMENT



                                                               December 12, 2000


JEFFERIES & COMPANY, INC.
400 Poydras Street
New Orleans, LA 70130

Ladies and Gentlemen:

         Piccadilly Cafeterias, Inc., a Louisiana corporation (the "Company"),
and Jefferies & Company, Inc. (the "Initial Purchaser") have entered into that
certain Purchase Agreement dated December 12, 2000 (the "Original Purchase
Agreement"). The Company hereby confirms its agreement with you, the Initial
Purchaser, to amend and restate the Original Purchase Agreement in its entirety
as set forth below (the Original Purchase Agreement as so amended and restated,
the "Agreement"):

         1. The Units. Subject to the terms and conditions herein contained, the
Company shall issue and sell to the Initial Purchaser (i) an aggregate of 71,000
units (each a "Fixed Rate Unit" and collectively, the "Fixed Rate Units"), each
Fixed Rate Unit consisting of $1,000 principal amount of its Series A Senior
Secured Notes due 2007 (the "Fixed Rate Notes") and
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one warrant (collectively, the "Warrants") to purchase initially 10.51 shares of
the Company's common stock, no par value (the "Common Stock"), at an initial
purchase price per share equal to 110% of the last reported sale price of the
Common Stock on the New York Stock Exchange on December 20, 2000 and (ii) an
aggregate of 4,500 units (each a "Term B Unit," collectively the "Term B Units"
and together with the Fixed Rate Units, the "Units"), each Term B Unit
consisting of $1,000 principal amount of its Series A Term B Notes due 2007 (the
"Term B Notes" and together with the Fixed Rate Notes, the "Senior Notes") and
one Warrant. The Senior Notes are to be issued under an Indenture (the
"Indenture") to be dated as of the Closing Date (as defined in Section 3 below)
by and between the Company and The Bank of New York, as trustee (the "Trustee").
The Senior Notes will be secured on a pari passu basis with each other, with any
indebtedness under the $5.5 million Term Loan Credit Agreement (the "Term Loan
Credit Facility") dated as of the Closing Date among the Company, as borrower,
Hibernia National Bank, as administrative agent, and each lender a party thereto
and with the obligations of the Company under its New Credit Facility (as
defined in the Indenture), but subject to certain priorities granted in favor of
the financial institutions holding such obligations under the New Credit
Facility as more specifically set forth in an Intercreditor and Collateral
Agency Agreement (the "Intercreditor Agreement") to be dated as of the Closing
Date among the Company, the Trustee, Hibernia National Bank, as collateral agent
(the "Collateral Agent") and such financial institutions. The Warrants are to be
issued under a Warrant Agreement between the Company and The Bank of New York,
as warrant agent (the "Warrant Agent"), to be dated as of the Closing Date (the
"Warrant Agreement") for the benefit of the holders of the Senior Notes (the
"Noteholders"). The shares of Common Stock issuable upon exercise of the
Warrants are herein referred to as the "Warrant Shares." The Fixed Rate Notes,
the Term B Notes, the Warrants, the Warrant Shares, the Fixed Rate Units and the
Term B Units are collectively referred to herein as the "Securities."

         The Units are being offered and sold to the Initial Purchaser without
being registered under the Securities Act of 1933, as amended (the "Act"), in
reliance on exemptions therefrom.

         In connection with the sale of the Units, the Company has prepared a
preliminary offering circular dated November 13, 2000 (the "Preliminary
Memorandum"), and a final offering circular dated the date hereof (the "Final
Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein
being referred to as a "Memorandum"), setting forth or including, among other
things, a description of the terms of the Units, the terms of the offering of
the Units and a description of the business of the Company and any material
developments relating to the Company occurring after the date of the most recent
historical financial statements included therein.

         The Initial Purchaser and its direct and indirect transferees of the
Securities will be entitled to the benefits of a Registration Rights Agreement
to be dated as of the Closing Date (the "Registration Rights Agreement"),
pursuant to which the Company will agree, among other things, to file with the
Securities and Exchange Commission (the "Commission"), under the circumstances
set forth therein, (i) a single registration statement under the Act (the
"Exchange Offer Registration Statement"), relating to the Series B Senior
Secured Notes due 2007 of the Company and the Series B Term B Notes due 2007 of
the Company (collectively, the "Exchange Notes") to be offered in exchange (the
"Exchange Offer") for the Fixed Rate Notes and the Term B Notes, respectively,
(ii) as and to the extent required by the Registration Rights Agreement, a


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shelf registration statement pursuant to Rule 415 under the Act (the "Shelf
Registration Statement"), relating to the resale by certain holders of the
Senior Notes and (iii) a shelf registration statement pursuant to Rule 415 under
the Act (the "Warrant Registration Statement" and, together with the Exchange
Offer Registration Statement and the Shelf Registration Statement, the
"Registration Statements") covering the issuance by the Company of the Warrant
Shares and the resale of the Warrants and the Warrant Shares and to use its best
efforts to cause such Registration Statements to be declared effective.

         This Agreement, the Senior Notes, the Indenture, Security Documents (as
defined in Annex I hereto), the Security Document Amendments (as defined in
Annex I hereto), the Intercreditor Agreement, the Warrant Agreement and the
Registration Rights Agreement are hereinafter referred to collectively as the
"Operative Documents."

         2. Representations and Warranties. The Company represents and warrants
to and agrees with the Initial Purchaser that:

                  (a) As of its date, the Preliminary Memorandum did not, and on
         the date of this Agreement and on the Closing Date, the Final
         Memorandum does not and will not, and any amendment or supplement
         thereto will not, contain any untrue statement of a material fact or
         omit to state any material fact necessary to make the statements
         therein, in light of the circumstances under which they were made, not
         misleading, except that the representations and warranties set forth in
         this Section 2(a) do not apply to statements or omissions made in
         reliance upon and in conformity with information relating to the
         Initial Purchaser furnished to the Company in writing by the Initial
         Purchaser expressly for use in the Preliminary Memorandum, Final
         Memorandum or any amendment or supplement thereto.

                  (b) The Company is duly incorporated, validly existing and in
         good standing under the laws of the State of Louisiana, with all
         requisite corporate power and authority to own its properties and
         conduct its business as now conducted and as described in the Final
         Memorandum; the Company is duly qualified to do business as a foreign
         corporation in good standing in all other jurisdictions where the
         ownership or leasing of its properties or the conduct of its business
         requires such qualification, except where the failure to be so
         qualified would not, individually or in the aggregate, have a material
         adverse effect on the general affairs, management, business, condition
         (financial or otherwise), prospects or results of operations of the
         Company (any such effect, a "Material Adverse Effect").

                  (c) The Company has all requisite corporate power and
         authority to execute, deliver and perform its obligations under this
         Agreement and the other Operative Documents to which it is a party and
         to consummate the transactions contemplated hereby and thereby,
         including, without limitation, the power and authority to issue, sell
         and deliver the Units as contemplated by this Agreement.

                  (d) This Agreement has been duly and validly authorized,
         executed and delivered by the Company and is a valid and legally
         binding obligation of the Company



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<PAGE>   4

         enforceable against it in accordance with its terms, except as such
         enforceability may be limited by bankruptcy, insolvency,
         reorganization, moratorium and other similar laws now or hereinafter in
         effect relating to or affecting creditors' rights generally and to
         general principles of equity (regardless of whether such enforceability
         is considered in a proceeding in equity or at law) and, as to rights of
         indemnification and contribution, by principles of public policy or
         U.S. federal or state securities laws relating thereto.

                  (e) The Senior Notes have been duly and validly authorized for
         issuance and sale to the Initial Purchaser by the Company pursuant to
         this Agreement and, when issued and authenticated in accordance with
         the terms of the Indenture and delivered against payment therefor in
         accordance with the terms hereof, will be the valid and legally binding
         obligations of the Company, enforceable against it in accordance with
         their terms and entitled to the benefits of the Indenture, except as
         such enforceability may be limited by bankruptcy, insolvency,
         reorganization, moratorium and other similar laws now or hereinafter in
         effect relating to or affecting creditors' rights generally and to
         general principles of equity (regardless of whether such enforceability
         is considered in a proceeding in equity or at law).

                  (f) The Fixed Rate Notes issuable in exchange for the Term B
         Notes have been duly and validly authorized for issuance by the Company
         and, when issued and authenticated in accordance with the terms of the
         Indenture will be the valid and legally binding obligations of the
         Company, enforceable against it in accordance with their terms and
         entitled to the benefits of the Indenture, except as such
         enforceability may be limited by bankruptcy, insolvency,
         reorganization, moratorium and other similar laws now or hereinafter in
         effect relating to or affecting creditors' rights generally and to
         general principles of equity (regardless of whether such enforceability
         is considered in a proceeding in equity or at law).

                  (g) The Exchange Notes have been duly and validly authorized
         for issuance by the Company and, when issued and authenticated in
         accordance with the terms of the Indenture, the Registration Rights
         Agreement and the Exchange Offer, will be the valid and legally binding
         obligations of the Company, enforceable against it in accordance with
         their terms and entitled to the benefits of the Indenture, except as
         such enforceability may be limited by bankruptcy, insolvency,
         reorganization, moratorium and other similar laws now or hereinafter in
         effect relating to or affecting creditors' rights generally and to
         general principles of equity (regardless of whether such enforceability
         is considered in a proceeding in equity or at law).

                  (h) The Indenture has been duly and validly authorized by the
         Company and, when duly executed and delivered (assuming the due
         execution and delivery thereof by the Trustee), will be a valid and
         legally binding obligation of the Company, enforceable against it in
         accordance with its terms, except as such enforceability may be limited
         by bankruptcy, insolvency, reorganization, moratorium and other similar
         laws now or hereinafter in effect relating to or affecting creditors'
         rights generally and to general principles of equity (regardless of
         whether such enforceability is considered in a



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         proceeding in equity or at law). The Indenture meets the requirements
         for qualification under the Trust Indenture Act of 1939, as amended
         (the "TIA").

                  (i) Each of the Security Documents and Security Document
         Amendments has been duly and validly authorized by the Company and,
         when duly executed and delivered by the Company (assuming the due
         execution and delivery thereof by each other party thereto), will be a
         valid and legally binding obligation of the Company enforceable against
         it in accordance with its terms, except as such enforceability may be
         limited by bankruptcy, insolvency, reorganization, moratorium and other
         similar laws now or hereinafter in effect relating to or affecting
         creditors' rights generally and to general principles of equity
         (regardless of whether such enforceability is considered in a
         proceeding in equity or at law).

                  (j) The Intercreditor Agreement has been duly and validly
         authorized by the Company and, when duly executed and delivered by the
         Company (assuming the due execution and delivery thereof by each other
         party thereto), will be a valid and legally binding obligation of the
         Company enforceable against it in accordance with its terms, except as
         such enforceability may be limited by bankruptcy, insolvency,
         reorganization, moratorium and other similar laws now or hereinafter in
         effect relating to or affecting creditors' rights generally and to
         general principles of equity (regardless of whether such enforceability
         is considered in a proceeding in equity or at law).

                  (k) The Registration Rights Agreement has been duly and
         validly authorized by the Company and, when duly executed and delivered
         by the Company (assuming the due execution and delivery thereof by the
         Initial Purchaser), will be a valid and legally binding obligation of
         the Company, enforceable against it in accordance with its terms,
         except as such enforceability may be limited by bankruptcy, insolvency,
         reorganization, moratorium and other similar laws now or hereinafter in
         effect relating to or affecting creditors' rights generally and to
         general principles of equity (regardless of whether such enforceability
         is considered in a proceeding in equity or at law) and, as to rights of
         indemnification and contribution, by principles of public policy or
         U.S. federal or state securities laws relating thereto.

                  (l) The Warrant Agreement has been duly and validly authorized
         by the Company and, when duly executed and delivered by the Company
         (assuming due execution and delivery thereof by the Warrant Agent),
         will constitute a valid and legally binding agreement of the Company,
         enforceable against it in accordance with its terms, except as such
         enforceability may be limited by bankruptcy, insolvency,
         reorganization, moratorium and other similar laws now or hereinafter in
         effect relating to or affecting creditors' rights generally and to
         general principles of equity (regardless of whether such enforceability
         is considered in a proceeding in equity or at law).

                  (m) The Warrants have been duly and validly authorized by the
         Company and, when duly executed by the Company and countersigned by the
         Warrant Agent in accordance with the provisions of the Warrant
         Agreement and when delivered to and paid for by the Initial Purchaser
         in accordance with the terms of this Agreement, will have




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         been duly executed, issued and delivered and will constitute valid and
         legally binding obligations of the Company, entitled to the benefits of
         the Warrant Agreement and enforceable against the Company in accordance
         with their terms, except as such enforceability may be limited by
         bankruptcy, insolvency, reorganization, moratorium and other similar
         laws now or hereinafter in effect relating to or affecting creditors'
         rights generally and to general principles of equity (regardless of
         whether such enforceability is considered in a proceeding in equity or
         at law).

                  (n) The Warrant Shares have been duly and validly authorized
         for issuance by the Company and, when issued upon exercise of the
         Warrants in accordance with the terms and conditions contained in the
         Warrant Agreement, will be duly authorized, validly issued, fully paid
         and non-assessable and will not be subject to any preemptive or similar
         rights. The Warrant Shares have been duly reserved for issuance in
         accordance with the terms of the Warrants and the Warrant Agreement.

                  (o) No consent, waiver, approval, authorization or order of or
         filing, registration, qualification, license or permit of or with any
         court or governmental agency or body, or third party is required for
         the issuance and sale by the Company of the Units to the Initial
         Purchaser or the consummation by the Company of each of the other
         transactions contemplated hereby or by any of the other Operative
         Documents (including, without limitation, the issuance of the Exchange
         Notes pursuant to the Exchange Offer, the issuance of Fixed Rate Notes
         in exchange for Term B Notes and the issuance of the Warrant Shares
         upon the exercise of the Warrants), except, in each case, such as have
         been obtained, and other than such as may be required under state
         securities or "Blue Sky" laws in connection with the purchase and
         resale of the Units by the Initial Purchaser and the receipt by the
         Company of orders from the Commission declaring the Warrant
         Registration Statement, the Exchange Offer Registration Statement
         and/or the Shelf Registration Statement effective. The Company is not
         (A) in violation of its charter or bylaws, (B) in breach or violation
         of any statute, judgment, decree, order, rule or regulation applicable
         to it or any of its properties or assets, except for any such breach or
         violation which would not, individually or in the aggregate, have a
         Material Adverse Effect, or (C) in breach of or default under (nor has
         any event occurred which, with notice or passage of time or both, would
         constitute a default under) or in violation of any of the terms or
         provisions of any indenture, mortgage, deed of trust, loan agreement,
         note, lease, license, permit, certificate, contract or other agreement
         or instrument to which it is a party or to which it or its properties
         or assets is subject (collectively, "Contracts"), except for any such
         breach, default, violation or event which would not, individually or in
         the aggregate, have a Material Adverse Effect.

                  (p) The execution, delivery and performance by the Company of
         this Agreement and each of the other Operative Documents and the
         consummation of the transactions contemplated hereby and thereby
         (including, without limitation, the issuance and sale of the Units to
         the Initial Purchaser, the issuance of Fixed Rate Notes in exchange for
         Term B Notes, the issuance of the Exchange Notes in the Exchange Offer
         and the issuance of the Warrant Shares upon the exercise of the
         Warrants), do not and will not violate, conflict with or constitute or
         result in a breach of or a default under (or




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         constitute an event which with notice or passage of time or both would
         constitute a default under) or cause an acceleration of any obligation
         under, or (except for the transactions contemplated hereby) result in
         the imposition or creation of (or the obligation to create or impose)
         any mortgage, pledge, security interest, encumbrance, lien or charge of
         any kind (including any conditional sale or other title retention
         agreement or lease in the nature thereof) other than those created by
         the Security Documents and the Security Document Amendments, on any
         properties or assets of the Company with respect to (A) the terms or
         provisions of any Contract, (B) the charter or bylaws of the Company,
         or (C) (assuming compliance with all applicable state securities or
         "Blue Sky" laws and assuming the accuracy of the representations and
         warranties of the Initial Purchaser in Section 8 hereof) any statute,
         judgment, decree, order, rule or regulation applicable to the Company
         or any of its properties or assets.

                  (q) Ernst & Young LLP, which is reporting on certain of the
         audited financial statements of the Company included in the Final
         Memorandum, are independent public accountants within the meaning of
         the Act and the rules and regulations promulgated thereunder. The
         audited financial statements of the Company and related notes thereto
         included in the Final Memorandum present fairly in all material
         respects the consolidated financial position of the Company, as of the
         dates indicated, and its consolidated results of operations and cash
         flow for the periods specified, in accordance with generally accepted
         accounting principles ("GAAP") consistently applied throughout such
         periods, except as otherwise stated therein. The summary and selected
         historical financial and operating data included in the Final
         Memorandum present fairly in all material respects the information
         shown therein and have been prepared and compiled on a basis consistent
         with the audited financial statements included therein, except as
         stated therein.

                  (r) The pro forma financial and operating data (including the
         notes thereto) and other pro forma financial information included in
         the Final Memorandum (i) comply as to form in all material respects
         with the applicable requirements of Regulation S-X promulgated under
         the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
         (ii) have been prepared in all material respects in accordance with the
         Commission's rules and guidelines with respect to pro forma financial
         statements, and (iii) have been properly computed on the bases
         described therein; the assumptions used in the preparation of the pro
         forma financial and operating data and other pro forma financial
         information included in the Final Memorandum are reasonable and the
         adjustments used therein are appropriate to give effect to the
         transactions or circumstances referred to therein.

                  (s) There is not pending or, to the knowledge of the Company,
         threatened, any action, suit, proceeding, inquiry or investigation to
         which the Company is a party, or to which the property or assets of the
         Company is subject, before or brought by any court, arbitrator or
         governmental agency or body which, if determined adversely to the
         Company, would, individually or in the aggregate, have a Material
         Adverse Effect or which seeks to restrain, enjoin, prevent the
         consummation of or otherwise challenge the issuance or sale of the
         Units to be sold hereunder or the consummation of the other
         transactions described in the Final Memorandum.



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                  (t) The Company owns or possesses adequate licenses or other
         rights to use all trademarks, service marks, trade names and know-how
         necessary to conduct the businesses now or proposed to be operated by
         it and as described in the Final Memorandum; the Company has not
         received any notice of conflict with (or knows of any such conflict
         with) asserted rights of others with respect to any trademarks, service
         marks, trade names or know-how which, if such assertion of conflict
         were sustained, would, individually or in the aggregate, have a
         Material Adverse Effect.

                  (u) The Company possesses all licenses, permits, certificates,
         consents, orders, approvals and other authorizations from, and has made
         all declarations and filings with, all federal, state, local and other
         governmental authorities, all self-regulatory organizations and all
         courts and other tribunals, including without limitation under any
         applicable Environment Laws (as defined below), presently required or
         necessary to own or lease, as the case may be, and to operate its
         respective properties and to carry on its respective businesses as now
         or proposed to be conducted as set forth in the Final Memorandum
         ("Permits"), except where the failure to obtain such Permits would not,
         individually or in the aggregate, have a Material Adverse Effect; the
         Company has fulfilled and performed all of its obligations with respect
         to such Permits and no event has occurred which allows, or after notice
         or lapse of time would allow, revocation or termination thereof or
         results in any other material impairment of the rights of the holder of
         any such Permit, except where the failure to perform such obligations
         or the occurrence of such event would not have a Material Adverse
         Effect; and the Company has not received any notice of any proceeding
         relating to revocation or modification of any such Permit, except where
         such revocation or modification would not, individually or in the
         aggregate, have a Material Adverse Effect.

                  (v) Since the respective dates as to which information is
         given in the Final Memorandum, except as described therein and except
         for the transactions contemplated hereby, (i) the Company has not
         incurred any liabilities or obligations, direct or contingent, or
         entered into or agreed to enter into any transactions or contracts
         (written or oral) not in the ordinary course of business, (ii) the
         Company has not purchased any of its outstanding capital stock, nor
         declared, paid or otherwise made any dividend or distribution of any
         kind on its capital stock and (iii) there has not been any change in
         the capital stock or long-term indebtedness of the Company other than
         changes in borrowings under the Company's revolving line of credit in
         the ordinary course of business.

                  (w) The Company has filed all necessary federal, state and
         foreign income and franchise tax returns and, has paid all taxes shown
         as due thereon; and other than tax deficiencies which the Company is
         contesting in good faith and for which the Company has provided
         adequate reserves, there is no tax deficiency that has been asserted
         against the Company that would have, individually or in the aggregate,
         a Material Adverse Effect.




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                  (x) The statistical and market-related data included in the
         Final Memorandum are based on or derived from sources which the Company
         believes to be reliable and accurate.

                  (y) Neither the Company nor any agent acting on its behalf has
         taken or will take any action that might cause this Agreement or the
         sale of the Units to violate Regulation T, U or X of the Board of
         Governors of the Federal Reserve System, in each case as in effect, or
         as the same may hereafter be in effect, on the Closing Date.

                  (z) The Company has good and defensible title to all real
         property and good title to all personal property described in the Final
         Memorandum as being owned by it and good and defensible title to a
         leasehold estate in the real and personal property described in the
         Final Memorandum as being leased by it free and clear of all liens,
         charges, encumbrances or restrictions other than Permitted Liens (as
         defined in the Indenture).

                  (aa) There are no legal or governmental proceedings involving
         or affecting the Company or any of its properties or assets which would
         be required to be described in a prospectus pursuant to the Act that
         are not described in the Final Memorandum, nor are there any material
         contracts or other documents which would be required to be described in
         a prospectus pursuant to the Act that are not described in the Final
         Memorandum.

                  (bb) Except as described in the Final Memorandum or as would
         not, individually or in the aggregate, have a Material Adverse Effect
         (A) the Company is in compliance with and not subject to any known
         liability under applicable Environmental Laws (as defined below), (B)
         the Company has made all filings and provided all notices required
         under any applicable Environmental Law, and has, and is in compliance
         with, all Permits required under any applicable Environmental Laws and
         each of them is in full force and effect, (C) there is no civil,
         criminal or administrative action, suit, demand, claim, hearing, notice
         of violation, investigation, proceeding, notice or demand letter or
         request for information pending or, to the knowledge of the Company,
         threatened against the Company under any Environmental Law, (D) no
         lien, charge, encumbrance or restriction has been recorded under any
         Environmental Law with respect to any assets, facility or property
         owned, operated, leased or controlled by the Company, (E) the Company
         has not received notice that it has been identified as a potentially
         responsible party under the Comprehensive Environmental Response,
         Compensation and Liability Act of 1980, as amended ("CERCLA"), or any
         comparable state law, and (F) no property or facility of the Company is
         (i) listed or, to the knowledge of the Company proposed for listing on
         the National Priorities List under CERCLA or (ii) listed in the
         Comprehensive Environmental Response, Compensation, Liability
         Information System List promulgated pursuant to CERCLA, or on any
         comparable list maintained by any state or local governmental
         authority.

                  For purposes of this Agreement, "Environmental Laws" means the
         common law and all applicable federal, state and local laws or
         regulations, codes, orders, decrees, judgments or injunctions issued,
         promulgated, approved or entered thereunder, relating to




                                       9
<PAGE>   10


         pollution or protection of public or employee health and safety or the
         environment, including, without limitation, laws relating to (i)
         emissions, discharges, releases or threatened releases of hazardous
         materials into the environment (including, without limitation, ambient
         air, surface water, ground water, land surface or subsurface strata),
         (ii) the manufacture, processing, distribution, use, generation,
         treatment, storage, disposal, transport or handling of hazardous
         materials, and (iii) underground and above ground storage tanks and
         related piping, and emissions, discharges, releases or threatened
         releases therefrom.

                  (cc) There is no strike, labor dispute, slowdown or work
         stoppage with the employees of the Company which is pending or, to the
         knowledge of the Company, threatened. To the knowledge of the Company,
         no collective bargaining organizing activities are taking place with
         respect to the Company.

                  (dd) The Company does not have any liability for any
         prohibited transaction or funding deficiency or any complete or partial
         withdrawal liability with respect to any pension, profit sharing,
         401(k) plan or other plan which is subject to the Employee Retirement
         Income Security Act of 1974, as amended ("ERISA"), to which the Company
         makes or ever has made a contribution and in which any employee of the
         Company is or has ever been a participant. With respect to such plans,
         the Company is in compliance in all material respects with all
         applicable provisions of ERISA.

                  (ee) After giving effect to the offering and sale of the
         Units, the Company will not be an "investment company" or "promoter" or
         "principal underwriter" for an "investment company," as such terms are
         defined in the Investment Company Act of 1940, as amended, and the
         rules and regulations thereunder.

                  (ff) The Fixed Rate Notes, the Term B Notes, the Exchange
         Notes, the Warrants, the Warrant Shares, the Common Stock, the Fixed
         Rate Units, the Term B Units, the Indenture, the Registration Rights
         Agreement, the Security Documents, the Security Document Amendments,
         the Warrant Agreement and this Agreement conform in all material
         respects to the descriptions thereof in the Final Memorandum.

                  (gg) No holder of securities of the Company will be entitled
         to have such securities registered under the registration statements
         required to be filed by the Company pursuant to the Registration Rights
         Agreement other than as expressly permitted thereby.

                  (hh) Immediately after the consummation of the transactions
         contemplated by this Agreement and the Indenture, the fair value and
         present fair saleable value of the assets of the Company will exceed
         the sum of its stated liabilities and identified contingent
         liabilities; the Company is not and after giving effect to the
         execution, delivery and performance of this Agreement and the
         Indenture, and the consummation of the transactions contemplated hereby
         and thereby will not be, (a) left with unreasonably small capital with
         which to carry on its business as it is proposed to be conducted, (b)
         unable to pay its debts (contingent or otherwise) as they mature or (c)
         otherwise insolvent.




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                  (ii) When the Units are issued and delivered pursuant to this
         Agreement, none of the Securities (except for the Warrant Shares) will
         be of the same class (within the meaning of Rule 144A under the Act) as
         any other securities of the Company that are listed on a national
         securities exchange registered under Section 6 of the Exchange Act or
         that are quoted in a United States automated inter-dealer quotation
         system.

                  (jj) Each of the Preliminary Memorandum and the Final
         Memorandum, as of its date, contains all the information specified in,
         and meeting the requirements of, Rule 144A(d)(4) under the Act.

                  (kk) Assuming the accuracy of the representations and
         warranties of the Initial Purchaser in Section 8 hereof, it is not
         necessary in connection with the offer, sale and delivery of the Units
         to the Initial Purchaser in the manner contemplated by this Agreement
         to register any of the Units under the Act or to qualify the Indenture
         under the TIA.

                  (ll) The Company has not taken, and will not take, directly or
         indirectly, any action designed to, or that might be reasonably
         expected to cause or result in stabilization or manipulation of the
         price of the Securities.

                  (mm) Subsequent to the respective dates as of which
         information is given in the Final Memorandum, there has not been any
         event or condition having a Material Adverse Effect.

                  (nn) The respective forms of the Security Documents and the
         Security Document Amendments, including the respective forms of
         acknowledgments thereto, comply with the laws of the jurisdiction where
         the property and interests covered by such documents are located,
         including all applicable recording, filing and registration laws and
         regulations, and are adequate and legally sufficient for the purposes
         intended to be accomplished thereby.

                  (oo) The Security Documents, as amended by the Security
         Document Amendments, create a valid lien on the collateral described
         therein in favor the Collateral Agent for the ratable benefit of the
         Noteholders and the commercial lending institutions that are or may
         become parties to the Company's New Credit Facility, as security for
         the obligations stated to be secured thereby, but subject to the terms
         of the Intercreditor Agreement. The liens and security interests
         created by the Security Documents prior to the execution and delivery
         of the Security Document Amendments are valid and perfect first
         priority liens and security interests, subject only to Permitted Liens
         (as defined in the Indenture); and all filings and all other actions
         necessary or desirable to perfect and maintain the perfection and
         priority of such lien prior to the Closing Date have been made or
         taken. Upon the filing of the Security Document Amendments in the
         places specified in Schedule C, the liens and security interests
         created by the Security Documents, as amended by the Security Document
         Amendments, will be perfected, first priority liens and security
         interests, subject only to such liens and security interests as




                                       11
<PAGE>   12

         may have priority subject only to Permitted Liens (as defined in the
         Indenture). The execution and delivery of the Security Document
         Amendments will not affect or impair the priority of the liens and
         security interests created by the Security Documents and existing prior
         to the execution of the Security Document Amendments. No other filings
         are necessary or desirable to perfect and maintain the perfection and
         priority of the liens and security interests created by the Security
         Documents, as amended by the Security Document Amendments, other the
         filing of periodic UCC continuation statements.

                  (pp) Neither the Company nor any of its respective Affiliates
         (as defined in Rule 501(b) of Regulation D under the Act) has directly,
         or through any agent, (i) sold, offered for sale, solicited offers to
         buy or otherwise negotiated in respect of, any "security" (as defined
         in the Act) which is or could be integrated with the sale of the Fixed
         Rate Units or the Term B Units in a manner that would require the
         registration under the Act of either the Fixed Rate Units or the Term B
         Units or (ii) engaged in any form of general solicitation or general
         advertising (as those terms are used in Regulation D under the Act) in
         connection with the offering of the Units or in any manner involving a
         public offering within the meaning of Section 4(2) of the Act.

                  (qq) The Company has (a) all insurance policies sufficient for
         compliance with all material governmental requirements and all material
         agreements and (b) insurance coverage in at least amounts and against
         such risks (including public liability) that are usually insured
         against by companies similarly situated and engaged in the same or a
         similar business for the assets and operations of the Company.

         3. Purchase, Sale and Delivery of the Units. On the basis of the
representations, warranties, agreements and covenants herein contained and
subject to the terms and conditions herein set forth, the Company agrees to
issue and sell to the Initial Purchaser, and Initial Purchaser agrees to
purchase from the Company (i) 71,000 Fixed Rate Units at a purchase price of
$873.00 per Fixed Rate Unit and (ii) 4,500 Term B Units at a purchase price of
$873.00 per Term B Unit. One or more certificates in definitive global form
representing the Fixed Rate Units and one or more certificates in definitive
global form representing the Term B Units, all registered in the name of Cede &
Co. as nominee of The Depository Trust Company ("DTC"), shall be deposited on
the Closing Date, by or on behalf of the Company, with DTC or its designated
custodian, against payment by or on behalf of the Initial Purchaser of the
purchase price therefor, by wire transfer (same day funds) to such account or
accounts as the Company shall specify at least 48 hours prior to the Closing
Date. Such delivery of and payment for the Units shall be made at the offices of
Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P., Four United
Plaza, 8555 United Plaza Boulevard, Baton Rouge, Louisiana 70809, at 10:00 a.m.,
Baton Rouge time, on December 21, 2000, or at such other place, time or date as
the Initial Purchaser, on the one hand, and the Company, on the other hand, may
agree upon, such time and date of delivery against payment being herein referred
to as the "Closing Date."

         4. Offerings by the Initial Purchaser. The Initial Purchaser proposes
to offer the Units at the prices and upon the terms set forth in the Final
Memorandum, as soon as practicable after this Agreement is entered into and as
in the judgment of the Initial Purchaser is advisable.




                                       12
<PAGE>   13

         5. Covenants of the Company. The Company covenants and agrees with the
Initial Purchaser that:

                  (a) The Company shall not make any amendment or supplement to
         the Final Memorandum of which the Initial Purchaser shall not
         previously have been advised and furnished a copy for a reasonable
         period of time prior to the proposed amendment or supplement and as to
         which the Initial Purchaser shall not have given its consent. The
         Company shall promptly, upon the reasonable request of the Initial
         Purchaser, make any amendments or supplements to the Preliminary
         Memorandum or the Final Memorandum that may be necessary or advisable
         in connection with the resale of the Units by the Initial Purchaser.

                  (b) The Company shall cooperate with the Initial Purchaser in
         arranging for the qualification of the Securities for offering and sale
         under the securities or "Blue Sky" laws of such jurisdictions as the
         Initial Purchaser may designate and shall continue such qualifications
         in effect for as long as may be necessary to complete the resale of the
         Units; provided, however, that in connection therewith, the Company
         shall not be required to qualify as a foreign corporation or to execute
         a general consent to service of process in any jurisdiction or subject
         itself to taxation in excess of a nominal dollar amount in any such
         jurisdiction where it is not then so subject.

                  (c) If, at any time prior to the completion of the initial
         resale by the Initial Purchaser of the Units, any event occurs as a
         result of which the Final Memorandum as then amended or supplemented
         would include any untrue statement of a material fact, or omit to state
         a material fact necessary to make the statements therein, in the light
         of the circumstances under which they were made, not misleading, or if
         for any other reason it is necessary at any time to amend or supplement
         the Final Memorandum to comply with applicable law, the Company will
         promptly notify the Initial Purchaser thereof and will prepare, at the
         expense of the Company, an amendment or supplement to the Final
         Memorandum that corrects such statement or omission or effects such
         compliance.

                  (d) The Company will, without charge, provide to the Initial
         Purchaser and to counsel for the Initial Purchaser as many copies of
         the Final Memorandum or any amendment or supplement thereto as the
         Initial Purchaser may reasonably request.

                  (e) The Company will apply the net proceeds from the offerings
         of the Units as set forth under "Use of Proceeds" in the Final
         Memorandum.

                  (f) For so long as any of the Securities (other than the
         Warrant Shares) remain outstanding, the Company will furnish to the
         Initial Purchaser copies of all reports and other communications
         (financial or otherwise) furnished by the Company to the Trustee, the
         Collateral Agent, the Warrant Agent or to the holders of the Securities
         and, as soon as available, copies of any reports or financial
         statements furnished to or filed by the Company with the Commission or
         any national securities exchange on which any class of securities of
         the Company may be listed.




                                       13
<PAGE>   14

                  (g) Prior to the Closing Date, the Company will furnish to the
         Initial Purchaser, as soon as they have been prepared, if at all, a
         copy of any unaudited interim financial statements of the Company for
         any period subsequent to the period covered by the most recent
         financial statements appearing in the Final Memorandum.

                  (h) Neither the Company nor any of its affiliates will sell,
         offer for sale or solicit offers to buy or otherwise negotiate in
         respect of any "security" (as defined in the Act) which could be
         integrated with the sale of the Fixed Rate Units or the Term B Units in
         a manner which would require the registration under the Act of either
         the Fixed Rate Units or the Term B Units.

                  (i) The Company will not solicit any offer to buy or offer to
         sell the Units by means of any form of general solicitation or general
         advertising (as those terms are used in Regulation D under the Act) or
         in any manner involving a public offering within the meaning of Section
         4(2) of the Act.

                  (j) For so long as any of the Securities remain outstanding,
         the Company will make available, upon request, to any seller or
         prospective purchaser of any of the Securities the information
         specified in Rule 144A(d)(4) under the Act, unless the Company is then
         subject to Section 13 or 15(d) of the Exchange Act.

                  (k) The Company will use its best efforts to permit the
         Securities (other than the Warrant Shares) to be (i) designated PORTAL
         securities in accordance with the rules and regulations adopted by the
         NASD relating to trading in the PORTAL Market and (ii) eligible for
         clearance and settlement through DTC, including preparation of a Letter
         of Representations.

                  (l) The Company will cure promptly any defects in the creation
         and issuance of the Securities and the execution and delivery of the
         Security Documents and the Security Document Amendments. At its
         expense, the Company will promptly execute and deliver to the
         Collateral Agent upon request all such other documents, agreements and
         instruments to comply with or accomplish the covenants and agreements
         of the Company in the Security Documents and the Security Document
         Amendments or to further evidence and more fully describe the
         collateral intended as security for the Senior Notes, or to correct any
         omissions in the Security Documents and the Security Document
         Amendments, or to state more fully the security obligations set out
         herein or in any of the Security Documents or the Security Document
         Amendments, or to perfect, protect, preserve and maintain any liens
         created pursuant to any of the Security Documents or the Security
         Document Amendments and the first priority status of such liens
         (subject only to Permitted Liens (as defined in the Indenture)), or to
         make any recordings, to file any notices or obtain any consents, all as
         may be necessary or appropriate in connection therewith. The Company
         will warrant and defend the first priority status of the liens created
         by the Security Documents and the Security Document Amendments, subject
         only to Permitted Liens.




                                       14
<PAGE>   15

                  (m) The Company shall use its best efforts to do and perform
         all things required or necessary to be done and performed under this
         Agreement by it prior to the Closing Date and to satisfy all conditions
         precedent to the delivery of the Units.

                  (n) During the period of two years after the Closing Date (or
         such shorter period as may be provided for in Rule 144(k) under the
         Act, as the same may be in effect from time to time), the Company will
         not, and will not permit any of its subsidiaries or other affiliates
         (as defined in Rule 144A under the Act) controlled by it to resell any
         of the Securities which constitute "restricted securities" under Rule
         144 that have been reacquired by any of them, except pursuant to an
         effective registration statement under the Act.

         6. Expenses. The Company agrees to pay all costs and expenses incident
to the performance of its obligations under this Agreement, whether or not the
transactions contemplated herein are consummated or this Agreement is terminated
pursuant to Section 11 hereof, including all costs and expenses incident to (i)
the printing, word processing or other production of documents with respect to
the transactions contemplated hereby, including any costs of printing the
Preliminary Memorandum and the Final Memorandum and any amendment or supplement
thereto, (ii) all arrangements relating to the delivery to the Initial Purchaser
of copies of the foregoing documents, (iii) the fees and disbursements of the
counsel, the accountants and any other experts or advisors retained by the
Company, (iv) preparation, issuance and delivery to the Initial Purchaser of the
Units, (v) the qualification of the Securities under state securities and "Blue
Sky" laws, including filing fees and fees and disbursements of counsel incurred
by the Initial Purchaser relating thereto, (vi) the fees, disbursements and
charges of Vinson & Elkins L.L.P., counsel to the Initial Purchaser, incurred in
connection with the transactions contemplated hereby, (vii) expenses in
connection with any meetings with prospective investors in the Units, (viii)
fees and expenses of the Trustee, the Warrant Agent and the Collateral Agent,
including fees and expenses of their respective counsel, (ix) all expenses and
listing fees incurred in connection with the application for quotation of any of
the Securities on the PORTAL Market and (x) any fees charged by investment
rating agencies for the rating of the Fixed Rate Notes or the Term B Notes. If
the sale of the Units provided for herein is not consummated because any
condition to the obligations of the Initial Purchaser set forth in Section 7
hereof is not satisfied, because this Agreement is terminated or because of any
failure, refusal or inability on the part of the Company to perform all
obligations and satisfy all conditions on its part to be performed or satisfied
hereunder (other than solely by reason of a default by the Initial Purchaser on
its obligations hereunder after all conditions hereunder have been satisfied in
accordance herewith), the Company agrees to promptly reimburse the Initial
Purchaser upon demand for all out-of-pocket expenses (including fees,
disbursements and charges of Vinson & Elkins L.L.P., counsel for the Initial
Purchaser) that shall have been incurred by the Initial Purchaser in connection
with the proposed purchase and sale of the Units. The Company shall not be
liable to the Initial Purchaser for loss of contemplated profits from the
transactions covered by this Agreement.

         7. Conditions of the Initial Purchaser's Obligations. The obligation of
the Initial Purchaser to purchase and pay for the Fixed Rate Units shall be
subject to its concurrent purchase of the Term B Units and vice versa. In
addition, the obligation of the Initial Purchaser to purchase and pay for either
the Fixed Rate Units or the Term B Units shall, in its sole




                                       15
<PAGE>   16

discretion, be subject to the satisfaction or waiver of the following conditions
on or prior to the Closing Date:

                  (a) On the Closing Date, the Initial Purchaser shall have
         received the opinion, dated as of the Closing Date and addressed to the
         Initial Purchaser, of Jones, Walker, Waechter, Poitevent Carrere &
         Denegre, L.L.P., counsel for the Company, substantially to the effect
         as set forth in Exhibit A subject to customary assumptions and
         qualifications. On the Closing Date, the Initial Purchaser shall have
         also received an opinion, dated as of the Closing Date and addressed to
         the Initial Purchaser, of counsel for the Company in each of the States
         of Texas, Alabama, Florida, Georgia, Tennessee, Virginia, South
         Carolina, Kentucky, Missouri, Oklahoma and Kansas, substantially to the
         effect as set forth in Exhibit B to the extent the opinions set forth
         in Exhibit B relate to matters of each such state's laws, subject, in
         each case, to customary assumptions and qualifications.

                  (b) On the Closing Date, the Initial Purchaser shall have
         received the opinion, in form and substance satisfactory to the Initial
         Purchaser, dated as of the Closing Date and addressed to the Initial
         Purchaser, of Vinson & Elkins L.L.P., counsel for the Initial
         Purchaser, with respect to certain legal matters relating to this
         Agreement and such other related matters as the Initial Purchaser may
         require. In rendering such opinion, Vinson & Elkins L.L.P. shall have
         received and may rely upon such certificates and other documents and
         information as it may reasonably request to pass upon such matters.

                  (c) The Initial Purchaser shall have received from the Ernst &
         Young LLP a comfort letter dated as of the Closing Date, in form and
         substance satisfactory to the Initial Purchaser.

                  (d) The representations and warranties of the Company
         contained in this Agreement shall be true and correct in all material
         respects on and as of the date hereof and on and as of the Closing Date
         as if made on and as of the Closing Date (except for the
         representations and warranties which were true and correct as of a
         certain specified date which shall continue to be true and correct as
         of such date); the statements of the Company's officers made pursuant
         to any certificate delivered in accordance with the provisions hereof
         shall be true and correct in all material respects on and as of the
         date made and on and as of the Closing Date; the Company shall have
         complied in all material respects with all agreements and satisfied all
         conditions on its part to be performed or satisfied hereunder at or
         prior to the Closing Date; and, except as described in the Final
         Memorandum (exclusive of any amendment or supplement thereto after the
         date hereof), subsequent to the date of the most recent financial
         statements in such Final Memorandum, there shall have been no
         development that, singly or in the aggregate, is reasonably likely to
         have a Material Adverse Effect.

                  (e) Neither the sale of the Fixed Rate Units nor the sale of
         the Term B Units hereunder shall be enjoined (temporarily or
         permanently) on the Closing Date.

                  (f) Subsequent to the date of the most recent financial
         statements in the Final Memorandum (exclusive of any amendment or
         supplement thereto after the date hereof), other than as described in
         such Final Memorandum or contemplated hereby, the




                                       16
<PAGE>   17

         Company shall not have incurred any liabilities or obligations, direct
         or contingent (other than in the ordinary course of business), that are
         material to the Company or entered into any transactions not in the
         ordinary course of business that are material to the business,
         condition (financial or other) or results of operations or prospects of
         the Company, and there shall not have been any adverse change in the
         capital stock or long-term indebtedness of the Company that is material
         to the business, condition (financial or other) or results of
         operations or prospects of the Company.

                  (g) Subsequent to the date of the most recent financial
         statements in the Final Memorandum (exclusive of any amendment or
         supplement thereto after the date hereof), the conduct of the business
         and operations of the Company shall not have been interfered with by
         strike, fire, flood, hurricane, accident or other calamity (whether or
         not insured) or by any court or governmental action, order or decree,
         and, except as otherwise stated therein, the properties of the Company
         shall not have sustained any loss or damage (whether or not insured) as
         a result of any such occurrence, except any such interference, loss or
         damage which would not, individually or in the aggregate, have a
         Material Adverse Effect.

                  (h) The Initial Purchaser shall have received a certificate of
         the Company dated the Closing Date, signed on behalf of the Company by
         its Chairman of the Board, President or any Senior Vice President and
         the Chief Financial Officer, to the effect that:

                           (i) the representations and warranties of the Company
                  contained in this Agreement are true and correct in all
                  material respects as of the date hereof and as of the Closing
                  Date (except for the representations and warranties which were
                  true and correct as of a certain specified date which shall
                  continue to be true and correct as of such date), and the
                  Company has performed all covenants and agreements and
                  satisfied hereunder all conditions on its part to be performed
                  or satisfied hereunder at or prior to the Closing Date;

                           (ii) at the Closing Date, since the date hereof or
                  since the date of the most recent financial statements in the
                  Final Memorandum (exclusive of any amendment or supplement
                  thereto after the date hereof), no event or events have
                  occurred, no information has become known nor does any
                  condition exist that, individually or in the aggregate, would
                  have a Material Adverse Effect;

                           (iii) since the date hereof or since the date of the
                  most recent financial statements in the Final Memorandum
                  (exclusive of any amendment or supplement thereto after the
                  date hereof), other than as described in the Final Memorandum
                  or contemplated hereby, the Company has not incurred any
                  liabilities or obligations, direct or contingent (other than
                  in the ordinary course of business), that are material to the
                  Company or entered into any transactions not in the ordinary
                  course of business that are material to the business,
                  condition (financial or other) or results of operations or
                  prospects of the Company and there has not been any change in
                  the capital stock or long-term indebtedness of the Company
                  that is material to the business, condition (financial or
                  other) or results of operations or prospects of the Company;
                  and



                                       17
<PAGE>   18

                           (iv) neither the sale of the Fixed Rate Units nor the
                  sale of the Term B Units hereunder has been enjoined
                  (temporarily or permanently).

                  (i) On the Closing Date, the Initial Purchaser shall have
         received a counterpart, conformed as executed, of the Indenture, which
         shall have been entered into by the Company and the Trustee.

                  (j) On the Closing Date, the Initial Purchaser shall have
         received the Registration Rights Agreement and the Warrant Agreement
         duly executed by the Company.

                  (k) On or before the Closing Date, the Initial Purchaser shall
         have received a copy, certified by a responsible officer of the
         Company, as true and correct, of each Security Document executed prior
         to the Closing Date.

                  (l) On or before the Closing Date, the Initial Purchaser shall
         have received the Security Document Amendments, in each case, executed
         in a sufficient number of counterparts to permit the filing or
         recordation thereof in each jurisdiction necessary to perfect the lien
         and security interest intended to be created thereby, in each case in
         form and substance satisfactory to counsel for the Initial Purchaser.

                  (m) On or before the Closing Date, the Initial Purchaser shall
         have received the Intercreditor Agreement and the Pledge and Securities
         Account Agreement (as defined in the Indenture) executed by the parties
         thereto in form and substance satisfactory to counsel for the Initial
         Purchaser.

                  (n) On or before the Closing Date, the Initial Purchaser shall
         have received evidence that the Company is prepared to close the New
         Credit Facility, with all conditions precedent thereunder having been
         satisfied or waived.

                  (o) On or before the Closing Date, the Initial Purchaser shall
         have received lien searches for the assets of the Company and are
         satisfied with the status thereof.

                  (p) On or before the Closing Date, the Initial Purchaser shall
         have received evidence that the Company is prepared to close the Term
         Loan Credit Facility, with all conditions precedent thereunder having
         been satisfied or waived.

         On or before the Closing Date, the Initial Purchaser and counsel for
the Initial Purchaser shall have received such further documents, opinions,
certificates, letters and schedules or instruments relating to the business,
corporate, legal and financial affairs of the Company as they shall have
heretofore reasonably requested from the Company.

         All such documents, opinions, certificates, letters, schedules or
instruments delivered pursuant to this Agreement will comply with the provisions
hereof only if they are reasonably satisfactory in all material respects to the
Initial Purchaser. The Company shall furnish to the Initial Purchaser such
conformed copies of such documents, opinions, certificates, letters, schedules
and instruments in such quantities as the Initial Purchaser shall reasonably
request.




                                       18
<PAGE>   19


         8. Offerings of Units; Restrictions on Transfer. The Initial Purchaser
has advised the Company that it proposes to offer the Units for sale upon the
terms and conditions set forth in this Agreement and in the Final Memorandum.
The Initial Purchaser hereby represents and warrants to, and agrees with, the
Company that the Initial Purchaser (i) is purchasing the Units pursuant to a
private sale exempt from registration under the Act, (ii) has not solicited and
will not solicit offers for, or offer or sell, the Units by means of any form of
general solicitation or general advertising or in any manner involving a public
offering within the meaning of Section 4(2) of the Act, and (iii) will solicit
offers for the Units only from, and will offer, sell or deliver the Units as
part of their initial offering only to, (A) persons whom the Initial Purchaser
reasonably believes to be qualified institutional buyers as defined in Rule 144A
promulgated under the Act ("QIBs"), or if any such person is buying for one or
more institutional accounts for which such person is acting as fiduciary or
agent, only when such person has represented to the Initial Purchaser that each
such account is a QIB, to whom notice has been given that such sale or delivery
is being made in reliance on Rule 144A, in each case, in transactions under Rule
144A or (B) to a limited number of institutional "accredited investors" as
defined in Rule 501(a) (1), (2), (3) or (7) promulgated under the Act that make
the representations to and agreements with the Company specified in Annex A to
the Final Memorandum in private sales exempt from registration under the Act.

         9. Indemnification and Contribution. (a) The Company agrees to
indemnify and hold harmless the Initial Purchaser, its affiliates and each
person, if any, who controls the Initial Purchaser within the meaning of Section
15 of the Act or Section 20 of the Exchange Act, against any losses, claims,
damages or liabilities to which the Initial Purchaser, its affiliates or such
controlling person may become subject under the Act, the Exchange Act or
otherwise, insofar as any such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon:

                  (i) any untrue statement or alleged untrue statement of any
         material fact contained in any Memorandum or any amendment or
         supplement thereto or any application or other document, or any
         amendment or supplement thereto, executed by the Company or based upon
         written information furnished by or on behalf of the Company filed in
         any jurisdiction in order to qualify the Securities under the
         securities or "Blue Sky" laws thereof or filed with any securities
         association or securities exchange (each an "Application"); or

                  (ii) the omission or alleged omission to state, in any
         Memorandum or any amendment or supplement thereto or any Application, a
         material fact required to be stated therein or necessary to make the
         statements therein, in the light of the circumstances under which they
         were made, not misleading,

and will reimburse, as incurred, the Initial Purchaser, each such affiliate and
each such controlling person for any reasonable legal or other reasonable
expenses incurred by the Initial Purchaser, such affiliate or such controlling
person in connection with investigating, defending against or appearing as a
third-party witness in connection with any such loss, claim, damage, liability
or action; provided, however, that the Company will not be liable in any such
case to the extent that any such loss, claim, damage, or liability arises out of
or is based upon any untrue statement or alleged untrue


                                       19
<PAGE>   20

statement or omission or alleged omission made in any Memorandum or any
amendment or supplement thereto or any Application in reliance upon and in
conformity with written information concerning the Initial Purchaser furnished
to the Company by the Initial Purchaser specifically for use therein. This
indemnity agreement will be in addition to any liability that the Company may
otherwise have to the indemnified parties. The Company shall not be liable under
this Section 9 for any settlement of any claim or action effected without its
prior written consent, which shall not be unreasonably withheld.

         The Initial Purchaser shall not, without the prior written consent of
the Company, effect any settlement or compromise of any pending or threatened
proceeding in respect of which the Company is or could have been a party, or
indemnity could have been sought hereunder by the Company, unless such
settlement (A) included an unconditional written release of the Company, in form
and substance reasonably satisfactory to the Company, from all liability on
claims that are the subject matter of such proceeding and (B) does not include
any statement as to an admission of fault, culpability or failure to act by or
on behalf of the Company.

         (b) The Initial Purchaser agrees to indemnify and hold harmless the
Company and its directors and officers and each person, if any, who controls the
Company within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act against any losses, claims, damages or liabilities to which the
Company or any such director, officer or controlling person may become subject
under the Act, the Exchange Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon (i) any untrue statement or alleged untrue statement of any material fact
contained in any Memorandum or any amendment or supplement thereto or any
Application, or (ii) the omission or the alleged omission to state therein a
material fact required to be stated in any Memorandum or any amendment or
supplement thereto or any Application, or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, in each case to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged omission was made
in reliance upon and in conformity with written information concerning the
Initial Purchaser, furnished to the Company by the Initial Purchaser
specifically for use therein; and subject to the limitation set forth
immediately preceding this clause, will reimburse, as incurred, any reasonable
legal or other expenses incurred by the Company or any such director, officer or
controlling person in connection with investigating or defending against or
appearing as a third party witness in connection with any such loss, claim,
damage, liability or action in respect thereof. This indemnity agreement will be
in addition to any liability that the Initial Purchaser may otherwise have to
the indemnified parties. The Initial Purchaser shall not be liable under this
Section 9 for any settlement of any claim or action effected without its
consent, which shall not be unreasonably withheld.

         The Company shall not, without the prior written consent of the Initial
Purchaser, effect any settlement or compromise of any pending or threatened
proceeding in respect of which the Initial Purchaser is or could have been a
party, or indemnity could have been sought hereunder by the Initial Purchaser,
unless such settlement (A) includes an unconditional written release of the
Initial Purchaser, in form and substance reasonably satisfactory to the Initial
Purchaser, from all liability on claims that are the subject matter of such
proceeding and (B) does not include any


                                       20
<PAGE>   21

statement as to an admission of fault, culpability or failure to act by or on
behalf of the Initial Purchaser.

         (c) Promptly after receipt by an indemnified party under this Section 9
of notice of the commencement of any action for which such indemnified party is
entitled to indemnification under this Section 9, such indemnified party will,
if a claim in respect thereof is to be made against the indemnifying party under
this Section 9, notify the indemnifying party of the commencement thereof in
writing; but the omission to so notify the indemnifying party (i) will not
relieve the indemnifying party from any liability under paragraph (a) or (b)
above unless and to the extent such failure results in the forfeiture by the
indemnifying party of substantial rights and defenses and (ii) will not, in any
event, relieve the indemnifying party from any obligations to any indemnified
party other than the indemnification obligation provided in paragraphs (a) and
(b) above. In case any such action is brought against any indemnified party, and
it notifies the indemnifying party of the commencement thereof, the indemnifying
party will be entitled to participate therein and, to the extent that it may
wish, jointly with any other indemnifying party similarly notified, to assume
the defense thereof, with counsel reasonably satisfactory to such indemnified
party; provided, however, that if (i) the use of counsel chosen by the
indemnifying party to represent the indemnified party would present such counsel
with a conflict of interest, (ii) the defendants in any such action include both
the indemnified party and the indemnifying party and the indemnified party shall
have been advised by counsel that there may be one or more legal defenses
available to it and/or other indemnified parties that are different from or
additional to those available to the indemnifying party, or (iii) the
indemnifying party shall not have employed counsel reasonably satisfactory to
the indemnified party to represent the indemnified party within a reasonable
time after receipt by the indemnifying party of notice of the institution of
such action, then, in each such case, the indemnifying party shall not have the
right to direct the defense of such action on behalf of such indemnified party
or parties and such indemnified party or parties shall have the right to select
separate counsel to defend such action on behalf of such indemnified party or
parties. After notice from the indemnifying party to such indemnified party of
its election so to assume the defense thereof and approval by such indemnified
party of counsel appointed to defend such action, the indemnifying party will
not be liable to such indemnified party under this Section 9 for any legal or
other expenses, other than reasonable costs of investigation, subsequently
incurred by such indemnified party in connection with the defense thereof,
unless (i) the indemnified party shall have employed separate counsel in
accordance with the proviso to the immediately preceding sentence (it being
understood, however, that in connection with such action the indemnifying party
shall not be liable for the expenses of more than one separate counsel (in
addition to local counsel) in any one action or separate but substantially
similar actions in the same jurisdiction arising out of the same general
allegations or circumstances, designated by the Initial Purchaser in the case of
paragraph (a) of this Section 9 or the Company in the case of paragraph (b) of
this Section 9, representing the indemnified parties under such paragraph (a) or
paragraph (b), as the case may be, who are parties to such action or actions) or
(ii) the indemnifying party has authorized in writing the employment of counsel
for the indemnified party at the expense of the indemnifying party. After such
notice from the indemnifying party to such indemnified party, the indemnifying
party will not be liable for the costs and expenses of any settlement of such
action effected by such indemnified party without the prior written consent of
the indemnifying party (which consent shall not be unreasonably withheld),
unless such indemnified party waived in writing its rights



                                       21
<PAGE>   22

under this Section 9, in which case the indemnified party may effect such a
settlement without such consent.

         (d) In circumstances in which the indemnity agreement provided for in
the preceding paragraphs of this Section 9 is unavailable to, or insufficient to
hold harmless, an indemnified party in respect of any losses, claims, damages or
liabilities (or actions in respect thereof), each indemnifying party, in order
to provide for just and equitable contribution, shall contribute to the amount
paid or payable by such indemnified party as a result of such losses, claims,
damages or liabilities (or actions in respect thereof) in such proportion as is
appropriate to reflect (i) the relative benefits received by the indemnifying
party or parties on the one hand and the indemnified party on the other from the
offering of the Units or (ii) if the allocation provided by the foregoing clause
(i) is not permitted by applicable law, not only such relative benefits but also
the relative fault of the indemnifying party or parties on the one hand and the
indemnified party on the other in connection with the statements or omissions or
alleged statements or omissions that resulted in such losses, claims, damages or
liabilities (or actions in respect thereof). The relative benefits received by
the Company on the one hand and the Initial Purchaser on the other shall be
deemed to be in the same proportion as the total proceeds from the offering
(before deducting expenses) received by the Company bear to the total discounts
and commissions received by the Initial Purchaser. The relative fault of the
parties shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company
on the one hand, or the Initial Purchaser on the other, the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission or alleged statement or omission, and any other
equitable considerations appropriate in the circumstances. The Company and the
Initial Purchaser agree that it would not be equitable if the amount of such
contribution were determined by pro rata or per capita allocation or by any
other method of allocation that does not take into account the equitable
considerations referred to in the first sentence of this paragraph (d).
Notwithstanding any other provision of this paragraph (d), the Initial Purchaser
shall not be obligated to make contributions hereunder that in the aggregate
exceed the total discounts, commissions and other compensation received by the
Initial Purchaser under this Agreement, less the aggregate amount of any damages
that the Initial Purchaser has otherwise been required to pay by reason of the
untrue or alleged untrue statements or the omissions or alleged omissions to
state a material fact, and no person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this paragraph (d), each affiliate of the
Initial Purchaser, and each person, if any, who controls the Initial Purchaser
within the meaning of Section 15 of the Act or Section 20 of the Exchange Act,
shall have the same rights to contribution as the Initial Purchaser, and each
director of the Company, each officer of the Company and each person, if any,
who controls the Company within the meaning of Section 15 of the Act or Section
20 of the Exchange Act, shall have the same rights to contribution as the
Company.

         10. Survival Clause. The respective representations, warranties,
agreements, covenants, indemnities and other statements of the Company, its
officers and the Initial Purchaser set forth in this Agreement or made by or on
behalf of them pursuant to this Agreement shall remain in full force and effect,
regardless of (i) any investigation made by or on



                                       22
<PAGE>   23

behalf of the Company, any of its officers or directors, the Initial Purchaser,
its affiliates or any controlling person referred to in Section 9 hereof and
(ii) delivery of and payment for the Units. The respective agreements,
covenants, indemnities and other statements set forth in Sections 6, 9 and 15
hereof shall remain in full force and effect, regardless of any termination or
cancellation of this Agreement.

         11. Termination. (a) This Agreement may be terminated in the sole
discretion of the Initial Purchaser by notice to the Company given prior to the
Closing Date in the event that the Company shall have failed, refused or been
unable to perform all obligations and satisfy all conditions on its part to be
performed or satisfied hereunder at or prior thereto or, if at or prior to the
Closing Date:

                  (i) the Company shall have sustained any loss or interference
         with respect to its businesses or properties from fire, flood,
         hurricane, accident or other calamity, whether or not covered by
         insurance, or from any strike, labor dispute, slow down or work
         stoppage or any legal or governmental proceeding, which loss or
         interference, in the sole judgment of the Initial Purchaser, has had or
         has a Material Adverse Effect, or there shall have been, in the sole
         judgment of the Initial Purchaser, any event or development that,
         individually or in the aggregate, has or could be reasonably likely to
         have a Material Adverse Effect (including without limitation a change
         in control of the Company), except in each case as described in the
         Final Memorandum (exclusive of any amendment or supplement thereto);

                  (ii) trading in securities of the Company or in securities
         generally on the New York Stock Exchange, American Stock Exchange or
         the NASDAQ National Market shall have been suspended or minimum or
         maximum prices shall have been established on any such exchange or
         market;

                  (iii) a banking moratorium shall have been declared by New
         York or United States authorities;

                  (iv) there shall have been (A) an outbreak or escalation of
         hostilities between the United States and any foreign power, or (B) an
         outbreak or escalation of any other insurrection or armed conflict
         involving the United States or any other national or international
         calamity or emergency, or (C) any material change in the financial
         markets of the United States which, in the case of (A), (B) or (C)
         above and in the sole judgment of the Initial Purchaser, makes it
         impracticable or inadvisable to proceed with the offering or the
         delivery of the Units as contemplated by the Final Memorandum; or

                  (v) the Fixed Rate Notes or the Term B Notes shall have been
         downgraded such that the Fixed Rate Notes or the Term B Notes are rated
         below "B2" by Moody's Investors Service, Inc. or "B+" by Standard &
         Poor's Ratings Services or placed on any "watch list" for possible
         downgrading by Moody's Investors Service, Inc. or Standard & Poor's
         Ratings Services.



                                       23
<PAGE>   24

         (b) Termination of this Agreement pursuant to this Section 11 shall be
without liability of either party to the other party except as provided in
Section 10 hereof.

         12. Information Supplied by the Initial Purchaser. The statements set
forth in the last sentence of the last paragraph on the front cover page, the
first and second sentence of the third paragraph, the fourth paragraph, the
fifth paragraph, the fifth and sixth sentence of the sixth paragraph and the
seventh paragraph under the heading "Plan of Distribution" in the Memorandum (to
the extent such statements relate to the Initial Purchaser) constitute the only
information furnished by the Initial Purchaser to the Company for the purposes
of Sections 2(a) and 9 hereof and the Initial Purchaser confirms that such
statements are correct as of the date hereof and as of the Closing Date.

         13. Notices. All communications hereunder shall be in writing and, if
sent to the Initial Purchaser, shall be mailed or delivered to: Jefferies &
Company, Inc., 11100 Santa Monica Blvd., Los Angeles, CA 90025, Attention: Jerry
M. Gluck, with a copy to Vinson & Elkins L.L.P., 1001 Fannin, Suite 2300,
Houston, Texas 77002-6760, Attention: T. Mark Kelly; or if sent to the Company,
shall be mailed or delivered to the Company at 3232 Sherwood Forest Blvd., Baton
Rouge, Louisiana 70816, Attention: Mark L. Mestayer, with a copy to Jones,
Walker, Waetcher, Poitevent, Carrere & Denegre, L.L.P., 201 St. Charles Avenue,
Suite 5100, New Orleans, Louisiana 70170, Attention: Curtis Hearn.

         All such notices and communications shall be deemed to have been duly
given: when delivered by hand, if personally delivered; five business days after
being deposited in the mail, postage prepaid, if mailed; and one business day
after being timely delivered to a next-day air courier.

         14. Successors. This Agreement shall inure to the benefit of and be
binding upon the Initial Purchaser, the Company and their respective successors
and nothing expressed or mentioned in this Agreement is intended or shall be
construed to give any other person any legal or equitable right, remedy or claim
under or in respect of this Agreement, or any provisions herein contained; this
Agreement and all conditions and provisions hereof being intended to be and
being for the sole and exclusive benefit of such persons and for the benefit of
no other person except that (i) the indemnities of the Company contained in
Section 9 of this Agreement shall also be for the benefit of any affiliates of
the Initial Purchaser and any person or persons who control the Initial
Purchaser within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act and (ii) the indemnities of the Initial Purchaser contained in
Section 9 of this Agreement shall also be for the benefit of the directors of
the Company, its officers and any person or persons who control the Company
within the meaning of Section 15 of the Act or Section 20 of the Exchange Act.
No purchaser of Securities from the Initial Purchaser will be deemed a successor
because of such purchase.

         15. APPLICABLE LAW. THE VALIDITY AND INTERPRETATION OF THIS AGREEMENT,
AND THE TERMS AND CONDITIONS SET FORTH HEREIN SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.




                                       24
<PAGE>   25

         16. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]




                                       25
<PAGE>   26


         If the foregoing correctly sets forth our understanding, please
indicate your acceptance thereof in the space provided below for that purpose,
whereupon this letter, which has been executed on December 12, 2000 and amended
and restated on December 19, 2000, to be effective as of December 12, 2000,
shall constitute a binding agreement between the Company and the Initial
Purchaser.

                                                    Very truly yours,

                                                    PICCADILLY CAFETERIAS, INC.


                                                    By:
                                                       -------------------------
                                                    Name:
                                                    Title:


The foregoing Agreement is hereby confirmed and accepted on December 12, 2000,
as amended and restated on December 19, 2000, to be effective as of December 12,
2000.



JEFFERIES & COMPANY, INC.


By:
   ---------------------------
   Name:
   Title:

                              Amended and Restated
                               Purchase Agreement

                                Signature Page 1

<PAGE>   27






                                                                       EXHIBIT A


                 OPINION OF JONES, WALKER, WAECHTER, POITEVENT,
                            CARRERE & DENEGRE, L.L.P.

CAPITALIZED TERMS USED BUT NOT DEFINED IN THIS OPINION SHALL HAVE THE MEANING
SET FORTH IN THE PURCHASE AGREEMENT. ADDITIONAL DEFINITIONS ARE SET FORTH IN
ANNEX I HERETO.

         (i) The Company is duly incorporated, validly existing and in good
standing under the laws of its jurisdiction of incorporation and has all
requisite corporate power and authority to own its properties and to conduct its
business as described in the Final Memorandum. The Company is duly qualified to
do business as a foreign corporation in good standing in each jurisdiction where
the ownership or leasing of its properties or the conduct of its business
requires such qualification, except where the failure to be so qualified would
not, individually or in the aggregate, have a Material Adverse Effect.

         (ii) None of the authorized but unissued shares of capital stock of the
Company are subject to any preemptive or similar rights.

         (iii) The Warrant Shares have been duly authorized and reserved for
issuance by the Company, and when issued, sold and delivered by the Company
pursuant to the Warrant Agreement against payment therefor, will be validly
issued, fully paid and non-assessable and will not have been issued in violation
of or subject to any preemptive rights and will conform to the description of
the Common Stock contained in the Final Memorandum.

         (iv) To our knowledge, no holder of securities of the Company is
entitled to have such securities registered under a registration statement
required to be filed by the Company pursuant to the Registration Rights
Agreement other than as expressly permitted thereby.

         (v) The Company has the requisite corporate power and authority to
execute, deliver and perform its obligations under the Purchase Agreement and
each of the other Operative Documents to which it is a party and to consummate
the transactions contemplated thereby, including, without limitation, the
corporate power and authority to issue, sell and deliver the Units as
contemplated by the Purchase Agreement.

         (vi) The Purchase Agreement has been duly and validly authorized,
executed and delivered by the Company.

         (vii) The Indenture and each Security Document and Security Document
Amendment have been duly and validly authorized, executed and delivered by the
Company to the extent it is a party thereto and, assuming the due authorization,
execution and delivery thereof by the Trustee, will be the valid and legally
binding agreement of the Company, enforceable against each of it in accordance
with its terms, except as such enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium and other similar laws now or hereinafter
in effect relating to or affecting creditors' rights generally and to general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).


                                      A - 1
<PAGE>   28

The Indenture meets the requirements for qualification under the Trust Indenture
Act of 1939, as amended (the "TIA").

         (viii) The Senior Notes have been duly and validly authorized for
issuance and sale to the Initial Purchaser by the Company pursuant to the
Purchase Agreement and have been duly and validly executed and, when
authenticated in accordance with the terms of the Indenture and delivered
against payment therefor in accordance with the terms hereof, will be the valid
and legally binding obligations of the Company, enforceable against the Company
in accordance with their terms and entitled to the benefits of the Indenture,
except as such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium and other similar laws now or hereinafter in effect
relating to or affecting creditors' rights generally and to general principles
of equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law), and the holders of the Senior Notes will be
entitled to the benefits of the Indenture.

         (ix) The Exchange Notes have been duly and validly authorized for
issuance by the Company and, when issued and authenticated in accordance with
the terms of the Indenture, the Registration Rights Agreement and the Exchange
Offer, will be the valid and legally binding obligations of the Company,
enforceable against the Company in accordance with their terms and entitled to
the benefits of the Indenture, except as such enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium and other similar laws now or
hereinafter in effect relating to or affecting creditors' rights generally and
to general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).

         (x) The Fixed Rate Notes issuable in exchange for the Term B Notes have
been duly and validly authorized for issuance by the Company and, when issued
and authenticated in accordance with the terms of the Indenture, will be the
valid and legally binding obligations of the Company, enforceable against the
Company in accordance with their terms and entitled to the benefits of the
Indenture, except as such enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium and other similar laws now or hereinafter
in effect relating to or affecting creditors' rights generally and to general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).

         (xi) The Warrants have been duly and validly authorized by the Company
and, when executed by the Company and countersigned by the Warrant Agent in
accordance with the provisions of the Warrant Agreement and when delivered to
and paid for by the Initial Purchaser in accordance with the terms of this
Agreement, will have been duly executed, issued and delivered and will
constitute valid and legally binding obligations of the Company, entitled to the
benefits of the Warrant Agreement and enforceable against the Company in
accordance with their terms, except as such enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium and other similar laws now or
hereinafter in effect relating to or affecting creditors' rights generally and
to general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law)

         (xii) The Warrant Agreement has been duly and validly authorized,
executed and delivered by the Company and, upon execution and delivery by the
Warrant Agent thereunder, will constitute a valid and legally binding obligation
of the Company, enforceable against the Company in accordance with its terms,
except as such enforceability may be limited by



                                      A - 2
<PAGE>   29

bankruptcy, insolvency, reorganization, moratorium and other similar laws now or
hereafter in effect relating to or affecting creditors' rights generally and to
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).

         (xiii) The Registration Rights Agreement has been duly and validly
authorized, executed and delivered by the Company and (assuming the due
authorization, execution and delivery thereof by the Initial Purchaser) is the
valid and legally binding agreement of the Company, enforceable against it in
accordance with its terms, except as such enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium and other similar laws now or
hereinafter in effect relating to or affecting creditors' rights generally and
to general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law) and, as to rights of
indemnification and contribution, by principles of public policy or federal or
state securities or "Blue Sky" laws relating thereto.

         (xiv) The New Credit Facility, the Indenture, the Fixed Rate Notes, the
Term B Notes, the Warrants, the Warrant Agreement, the Fixed Rate Units, the
Term B Units, the Security Documents, the Security Document Amendments, the
Intercreditor Agreement and the Registration Rights Agreement conform in all
material respects to the descriptions thereof contained in the Final Memorandum.

         (xv) The execution, delivery and performance by the Company of the
Purchase Agreement and each of the other Operative Documents, the compliance by
it with all the provisions hereof and thereof and the consummation of the
transactions contemplated thereby (including, without limitation, the issuance
and sale of the Units to the Initial Purchaser, the issuance of the Exchange
Notes in the Exchange Offer, the issuance of Fixed Rate Notes in exchange for
the Term B Notes and the issuance of the Warrant Shares upon the exercise of the
Warrants), do not conflict with or constitute or result in a breach or a default
under (or an event which with notice or passage of time or both would constitute
a default under) or violation of or cause an acceleration of any obligation
under, or result in the imposition or creation of (or the obligation to create
or impose) a lien (other than those created pursuant to the Security Documents
and Security Document Amendments) on any properties or assets of the Company
with respect to (i) the terms or provisions of any indenture, mortgage, deed of
trust, loan agreement, note, lease, license, permit, certificate, contract or
other agreement known to us to which the Company is a party, (ii) the
certificate of incorporation or bylaws of the Company, or (iii) (assuming
compliance with all applicable state securities or "Blue Sky" laws and assuming
the accuracy of the representations and warranties of the Initial Purchaser in
Section 8 of the Purchase Agreement) any statute, judgment, decree, order, rule
or regulation known to us to be applicable to the Company or any of its
properties or assets.

         (xvi) No consent, waiver, approval, authorization or order of or
filing, registration, qualification, license or permit of or with any court or
governmental agency or body, or, to our knowledge, any third party is required
for the issuance and sale by the Company of the Units to the Initial Purchaser
or the consummation by the Company of the other transactions contemplated by any
of the Operative Documents (including, without limitation, the issuance of the
Exchange Notes in the Exchange Offer, the issuance of Fixed Rate Notes in
exchange for Term B Notes and the issuance of the Warrant Shares upon the
exercise of the Warrants), except (i) such as may be required under state
securities or "Blue Sky" laws, as to which we express no


                                      A - 3

<PAGE>   30

opinion,(ii) those which have previously been obtained, (iii) the receipt by the
Company of orders declaring the Warrant Registration Statement, the Exchange
Offer Registration Statement and/ or the Shelf Registration Statement effective
from the Commission and (iv) the timely and proper filing of the Security
Documents Amendments.

         (xvii) To our knowledge, there are no legal or governmental proceedings
involving or affecting the Company or any of its properties or assets which
would be required to be described in a prospectus pursuant to the Act that are
not so described in the Final Memorandum, nor are there any material contracts
or other documents which would be required to be described in a prospectus
pursuant to the Act that are not so described in the Final Memorandum.

         (xviii) The Company is not, nor immediately after the sale of the Units
to be sold under the Purchase Agreement and the application of the proceeds from
such sales (as described in the Final Memorandum under the caption "Use of
Proceeds") will it be, an "investment company" as such term is defined in the
Investment Company Act of 1940, as amended.

         (xix) No registration under the Act of any of the Units is required in
connection with the sale of the Units to the Initial Purchaser as contemplated
by the Purchase Agreement and the Final Memorandum or in connection with the
initial resale of the Units by the Initial Purchaser, and prior to the
commencement of the Exchange Offer, the Indenture is not required to be
qualified under the TIA, in each case assuming (i) that the purchasers who buy
such Units in the initial resale thereof are qualified institutional buyers as
defined in Rule 144A promulgated under the Act or institutional "accredited
investors" within the meaning of Rule 501 (a) (1), (2), (3), or (7) of the
Securities Act, (ii) the accuracy of the Initial Purchaser's representations in
Section 8 of the Purchase Agreement and those of the Company contained in the
Purchase Agreement regarding the absence of a general solicitation in connection
with the sale of such Units to the Initial Purchaser and the initial resale
thereof and (iii) the due performance by the Initial Purchaser of the agreements
set forth in Section 8 of the Purchase Agreement.

         (xx) Neither the consummation of the transactions contemplated by the
Purchase Agreement nor the sale, issuance, execution or delivery of the Units
will violate Regulation T, U or X of the Board of Governors of the Federal
Reserve System.

         (xxi) The form of the Security Documents, the Security Document
Amendments and the Financing Statements, including the form of acknowledgments
thereto, comply with all applicable recording, filing and registration laws and
regulations of the State of Louisiana and are adequate and legally sufficient
for the purposes intended to be accomplished thereby.

         (xxii) So far as the law of the State of Louisiana is concerned, each
of the Security Documents, as amended by the Security Document Amendments,
constitutes a legal, valid and binding obligation of the Company, enforceable
against it in accordance with its terms except as limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws of general
application relating to or affecting creditors' rights generally and to general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).

         (xxiii) Upon the recordings and filings as provided in following
paragraph, the Mortgages and the Mortgage Amendments are effective to create in
favor of the Collateral Agent



                                      A - 4
<PAGE>   31

for the benefit of the Noteholders and the other creditors identified therein,
as security for the payment of the Indebtedness (as defined in the Mortgages),
up to the maximum amount stated therein, a valid mortgage lien on all of, to the
extent adequately described therein, the Company's right, title and interest in
and to the portion of the Premises (as defined in the Mortgages) constituting
real or immovable property and fixtures described in the Mortgages as being
mortgaged thereby and a perfected security interest in all of, to the extent
adequately described therein, the Company's right, title and interest in and to
the portion of the Premises constituting property, other than real or immovable
property and fixtures, in which a security interest can be created, and
perfected by the filings contemplated by the following paragraph, under Article
9 of the Uniform Commercial Code as in effect in the State of Louisiana.

         (xxiv) Fully executed counterparts of the Mortgage Amendments should be
filed for record in each parish in the State of Louisiana where any portion of
the Premises is located. Fully executed counterparts of the Financing Statements
should be filed for record with the Clerk of Court of any Parish of the State of
Louisiana (other than the Parish of Orleans) or the Recorder of Mortgages of the
Parish of Orleans. Other than the foregoing, no authorization, consent,
approval, license or exemption of, or filing or registration with, any
governmental authority of the State of Louisiana is necessary for either the due
execution and delivery by the Company of the Security Documents or the Security
Document Amendments or with the holding and enforcement by the Collateral Agent
of the Security Documents, as amended by the Security Document Amendments, or
the obligations secured thereby, except for such authorizations, consents,
approvals, licenses or exemptions of, or filings or registrations with any
governmental authority that are required to be obtained or maintained, as the
case may be, by the Trustee in order for the Trustee to be or remain qualified
to act in the capacity of trustee.

         (xxv) For so long as the Senior Notes and the Exchange Notes are
outstanding and not matured, after the recordings and filings specified in the
previous paragraph have occurred, no instruments need be recorded, registered or
filed or re-recorded, re-registered or re-filed in any public office in the
State of Louisiana in connection with the execution and delivery of the Security
Documents and the Security Document Amendments in order to maintain the
perfection of the liens and security interests created thereby after the date of
recordation, other than (A) that in the case of proceeds constituting a portion
of the collateral, continuation of perfection of the Trustee's security interest
therein is limited to the extent set forth in the Uniform Commercial Code as in
effect in the State of Louisiana, (ii) that in the case of property which
becomes Premises after the date hereof, Section 552 of the Federal Bankruptcy
Code limits the extent to which property acquired by a debtor after the
commencement of a case under the Federal Bankruptcy Code may be subject to a
security interest arising from a security agreement entered into by the debtor
before the commencement of such case, and (iii) continuation statements as
required by the Uniform Commercial Code as in effect in the State of Louisiana.
The effect of recordation of each Mortgage Amendment will cease unless each such
Mortgage Amendment is reinscribed by the filing of a signed, written notice of
reinscription that meets the requirements of Louisiana Civil Code article 3333
within ten years after the date of the applicable Mortgage. Each reinscription
that is filed before the effect of recordation ceases will continue the effect
of recordation for ten years from the day notice of reinscription is filed.

         (xxvi) No state or local recording tax, stamp tax or other similar fee,
tax or governmental charge (other than statutory filing and recording fees to be
paid upon the filing of the Security



                                      A - 5
<PAGE>   32

Documents Amendments) is required to be paid in connection with the filing and
recording of any of the Security Documents, as amended by the Security Document
Amendments.

         (xxvii) The execution, delivery and performance of by the Company of
its obligations under the Security Documents and the Security Document
Amendments will not result in a violation of any laws, rules and regulations of
the State of Louisiana which, in our experience, exercising customary
professional diligence, are normally applicable to transactions of the type
provided for in the Security Documents.

         (xxviii) Certain of the Operative Documents specify a choice of New
York law to govern such documents. Louisiana Civil Code Article 3540 (1992)
provides that a Louisiana court should give effect to the choice of law
stipulations in such Operative Documents unless a Louisiana court finds that (i)
there are public policy considerations justifying the refusal to honor the
agreement's choice of law stipulation as written or (ii) the chosen
jurisdiction's own conflict of law principles dictate the application of another
body of law.

         (xxix) Upon (i) execution and delivery of the Security Agreement by the
Company and (ii) filing of a financing statement with the Clerk of Court of any
Parish of the State of Louisiana (other than the Parish of Orleans) or the
Recorder of Mortgages of the Parish of Orleans, the Security Agreement will
create and constitute a valid, enforceable and perfected security interest in
such collateral described therein.

         (xxx) The Pledge and Securities Account Agreement is effective to
create a valid lien upon the securities accounts identified therein. The Pledge
and Collateral Account Agreement is effective to grant "control" over such
securities accounts to the Collateral Agent, resulting in the perfection of such
lien in favor of the Collateral Agent.

         (xxxi) Except as otherwise provided herein, no other filings are
necessary or desirable to perfect and maintain the perfection and priority of
the liens and security interests created by the Security Documents, as amended
by the Security Document Amendments, other the filing of period UCC continuation
statements.

         (xxxii) Subject to the assumptions, reliances and disclaimers listed
therein, the discussion of United States federal tax matters contained in
"Certain U.S. Federal Tax Considerations" in the Final Memorandum is accurate in
all material respects.


         We have participated in conferences with officers and other
representatives of the Company, representatives of the independent public
accountants for the Company, representatives of the Initial Purchaser and
counsel for the Initial Purchaser, at which conferences the contents of the
Final Memorandum and related matters were discussed, and, although we have not
independently verified and are not passing upon and assume no responsibility for
the accuracy, completeness or fairness of the statements contained in the Final
Memorandum (except to the extent specified in paragraph (xiv) of this opinion
letter), no facts have come to our attention which cause us to believe that the
Final Memorandum, on the date thereof or at the Closing Date, contained an
untrue statement of a material fact or omitted to state a material fact
necessary to make the statements contained therein, in light of the


                                      A - 6
<PAGE>   33

circumstances under which they were made, not misleading (it being understood
that we make no comment with respect to the financial statements and related
notes thereto and the other financial, numerical and accounting data included in
the Final Memorandum).

         In rendering the foregoing opinions, we have relied, to the extent we
deemed proper, upon the representations and certifications of officers of the
Company or of public officials. As used in this letter, the phrase "to our
knowledge" means the actual knowledge, without independent verification, of the
lawyers in this firm who have been involved in the transactions contemplated by
the Purchase Agreement.

References to the Final Memorandum in this opinion letter shall include any
amendment or supplement thereto prepared at the Closing Date in accordance with
the provisions of the Purchase Agreement.



                                      A - 7
<PAGE>   34





                                                                       EXHIBIT B


                            OPINION OF LOCAL COUNSEL

CAPITALIZED TERMS USED BUT NOT DEFINED IN THIS OPINION SHALL HAVE THE MEANING
SET FORTH IN THE PURCHASE AGREEMENT. ADDITIONAL DEFINITIONS ARE SET FORTH IN
ANNEX I HERETO.

                  i. The form of the Security Documents, the Security Document
         Amendments and the Financing Statements, including the form of
         acknowledgments thereto, comply with all applicable recording, filing
         and registration laws and regulations of the States of [Texas, Alabama,
         Florida, Georgia, Tennessee, Virginia, South Carolina, Kentucky,
         Missouri, Oklahoma or Kansas] and are adequate and legally sufficient
         for the purposes intended to be accomplished thereby.

                  ii. So far as the law of the States of [Texas, Alabama,
         Florida, Georgia, Tennessee, Virginia, South Carolina, Kentucky,
         Missouri, Oklahoma and Kansas] are concerned, each of the Security
         Documents, as amended by the Security Document Amendments, constitutes
         a legal, valid and binding obligation of the Company, enforceable
         against it in accordance with its terms except as limited by
         bankruptcy, insolvency, reorganization, moratorium or other similar
         laws of general application relating to or affecting creditors' rights
         generally and to general principles of equity (regardless of whether
         such enforceability is considered in a proceeding in equity or at law).

                  iii. Upon the recordings and filings as provided in following
         paragraph, the Mortgages and the Mortgage Amendments are effective to
         continue in favor of the Trustee for the benefit of the Noteholders, as
         security for the payment of the Indebtedness (as defined in the
         Mortgages) a valid mortgage lien on all of, to the extent adequately
         described therein, the Company's right, title and interest in and to
         the portion of the Premises (as defined in the Mortgages) constituting
         real or immovable property and fixtures described in the Mortgages as
         being mortgaged thereby and a perfected security interest in all of, to
         the extent adequately described therein, the Company's right, title and
         interest in and to the portion of the Premises constituting property,
         other than real or immovable property and fixtures, in which a security
         interest can be created, and perfected by the filings contemplated by
         the following paragraph, under Article 9 of the Uniform Commercial Code
         as in effect in the States of [Texas, Alabama, Florida, Georgia,
         Tennessee, Virginia, South Carolina, Kentucky, Missouri, Oklahoma and
         Kansas].

                  iv. Fully executed counterparts of the Mortgage Amendments
         should be filed for record in each county in the States of [Texas,
         Alabama, Florida, Georgia, Tennessee, Virginia, South Carolina,
         Kentucky, Missouri, Oklahoma and Kansas] where any portion of the
         Premises is located. Fully executed counterparts of the Financing
         Statements should be filed for record with the Secretary of State of
         the States [Texas, Alabama, Florida, Georgia, Tennessee, Virginia,
         South Carolina, Kentucky, Missouri, Oklahoma

                                      B - 1
<PAGE>   35

         and Kansas]. Other than the foregoing, no authorization, consent,
         approval, license or exemption of, or filing or registration with, any
         governmental authority of the States of [Texas, Alabama, Florida,
         Georgia, Tennessee, Virginia, South Carolina, Kentucky, Missouri,
         Oklahoma or Kansas] is necessary for either the due execution and
         delivery by the Company of the Security Documents or the Security
         Document Amendments or with the holding and enforcement by the
         Collateral Agent (or the Trustee) of the Security Documents, as amended
         by the Security Document Amendments, or the obligations secured
         thereby, except for such authorizations, consents, approvals, licenses
         or exemptions of, or filings or registrations with any governmental
         authority that are required to be obtained or maintained, as the case
         may be, by the Trustee in order for the Trustee to be or remain
         qualified to act in the capacity of trustee.

                  v. For so long as the Senior Notes and the Exchange Notes are
         outstanding and not matured, after the recordings and filings specified
         in the previous paragraph have occurred, no instruments need be
         recorded, registered or filed or re-recorded, re-registered or re-filed
         in any public office in the States of [Texas, Alabama, Florida,
         Georgia, Tennessee, Virginia, South Carolina, Kentucky, Missouri,
         Oklahoma or Kansas] in connection with the execution and delivery of
         the Security Documents and the Security Document Amendments in order to
         maintain the perfection of the liens and security interests created
         thereby after the date of recordation, other than (A) that in the case
         of proceeds constituting a portion of the Premises, continuation of
         perfection of the Trustee's security interest therein is limited to the
         extent set forth in the Uniform Commercial Code as in effect in the
         States of [Texas, Alabama, Florida, Georgia, Tennessee, Virginia, South
         Carolina, Kentucky, Missouri, Oklahoma or Kansas], (ii) that in the
         case of property which becomes Premises after the date hereof, Section
         552 of the Federal Bankruptcy Code limits the extent to which property
         acquired by a debtor after the commencement of a case under the Federal
         Bankruptcy Code may be subject to a security interest arising from a
         security agreement entered into by the debtor before the commencement
         of such case, and (iii) continuation statements as required by the
         Uniform Commercial Code as in effect in the States of [Texas, Alabama,
         Florida, Georgia, Tennessee, Virginia, South Carolina, Kentucky,
         Missouri, Oklahoma or Kansas] . We also call to the Initial Purchaser's
         attention that after the maturity of the Senior Notes, action must be
         taken to avoid application of relevant statutes of limitations to the
         Senior Notes and the liens securing same, including without limitation,
         the liens created by the Mortgages.

                  vi. No state or local recording tax, stamp tax or other
         similar fee, tax or governmental charge (other than statutory filing
         and recording fees to be paid upon the filing of the Security Documents
         Amendments) is required to be paid in connection with the filing and
         recording of any of the Security Documents, as amended by the Security
         Document Amendments [, except specify for Tennessee, Florida, Alabama
         and Georgia].

                  vii. The execution, delivery and performance of by the Company
         of its obligations under the Security Documents and the Security
         Document Amendments will not result in a violation of any laws, rules
         and regulations of the States of [Texas, Alabama, Florida, Georgia,
         Tennessee, Virginia, South Carolina, Kentucky, Missouri, Oklahoma and
         Kansas] which, in our experience, exercising customary professional



                                      B - 2
<PAGE>   36

         diligence, are normally applicable to transactions of the type provided
         for in the Security Documents.

                  viii. A [Texas, Alabama, Florida, Georgia, Tennessee,
         Virginia, South Carolina, Kentucky, Missouri, Oklahoma or Kansas] state
         court of competent jurisdiction or a federal court sitting in the
         States of [Texas, Alabama, Florida, Georgia, Tennessee, Virginia, South
         Carolina, Kentucky, Missouri, Oklahoma or Kansas] of competent
         jurisdiction and applying conflicts of laws principles of the State of
         [Texas, Alabama, Florida, Georgia, Tennessee, Virginia, South Carolina,
         Kentucky, Missouri, Oklahoma or Kansas], as the case may be, if
         properly presented with a choice of law issue, will honor the choice of
         New York law to govern the Security Documents and the Security Document
         Amendments that state such documents shall be governed by the laws of
         the State of New York, except to the extent the laws of other
         jurisdictions may be mandatorily applicable to perfection, the effect
         of perfection on non-perfection and the availability of remedies under
         the Security Documents.

                  ix. Upon (i) execution and delivery of the Security Agreement
         by the Company and (ii) filing of a financing statement with the office
         of the Secretary of State of each of [Texas, Alabama, Florida, Georgia,
         Tennessee, Virginia, South Carolina, Kentucky, Missouri, Oklahoma and
         Kansas] and the Parish Clerk of any Parish of the State of Louisiana
         (other than the Parish of Orleans) or the Recorder of Mortgages of the
         Parish of Orleans, the Security Agreement will create and constitute a
         valid, enforceable and perfected security interest in such collateral
         described therein.

                  x. The execution and delivery of the Security Document
         Amendments will not affect or impair the priority of the liens and
         security interests created by the Security Documents and existing prior
         to the execution of the Security Document Amendments. No other filings
         are necessary or desirable to perfect and maintain the perfection and
         priority of the liens and security interests created by the Security
         Documents, as amended by the Security Document Amendments, other the
         filing of period UCC continuation statements.

         In rendering the foregoing opinions, we have relied, to the extent we
deemed proper, upon the representations and certifications of officers of the
Company or of public officials.




                                      B - 3




<PAGE>   37




                                     ANNEX I

         "Financing Statements" shall mean the Uniform Commercial Code financing
statements, the terminations of Uniform Commercial Code financing statements,
the partial releases to Uniform Commercial Code financing statements and the
amendments to Uniform Commercial Code financing statements, each as set forth in
Schedule A hereto.

         "Mortgages" mean each agreements listed on Schedule B hereto.

         "Mortgage Amendments" shall mean the amendments to the Mortgages set
forth on Schedule C hereto.

         "Security Agreement" shall mean the Security Agreement, dated as of
December 17, 1999 by the Company, as grantor, in favor of Hibernia National
Bank, as Collateral Agent, as amended by First Amendment to Security Agreement
dated as of the Closing Date.

         "Security Documents" shall mean the Mortgages, the Security Agreement
and the Pledge and Securities Account Agreement.

         "Security Document Amendments" shall mean the Mortgage Amendments and
the First Amendment to the Security Agreement.