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                                                                    Exhibit 10.2




                                                                  EXECUTION COPY





                           Nebco Evans Holding Company





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                                  $250,000,000

                 SENIOR REDEEMABLE EXCHANGEABLE PREFERRED STOCK
                                    DUE 2008

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                          REGISTRATION RIGHTS AGREEMENT

                            DATED AS OF MARCH 6, 1998

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                          Donaldson, Lufkin & Jenrette
                             Securities Corporation









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     This Registration Rights Agreement (this "Agreement") is made and entered
into as of March 6, 1998, by and between Nebco Evans Holding Company, a Delaware
corporation ("the Company") and Donaldson, Lufkin & Jenrette Securities
Corporation ("DLJ" or the "Initial Purchaser"), who have agreed to purchase an
aggregate of $250,000,000 in principal amount of 11 1/4% Senior Redeemable
Exchangeable Preferred Stock due 2008 (the "Preferred Stock") of the Company
pursuant to the Purchase Agreement (as defined below).

     This Agreement is made pursuant to the Purchase Agreement, dated February
27, 1998 (the "Purchase Agreement"), by and between the Company and the Initial
Purchaser. In order to induce the Initial Purchaser to purchase the Preferred
Stock, the Company has agreed to provide the registration rights set forth in
this Agreement. The execution and delivery of this Agreement is a condition to
the obligations of the Initial Purchaser set forth in the Purchase Agreement.

     The parties hereby agree as follows:

1.   DEFINITIONS

     As used in this Agreement, the following capitalized terms shall have the
following meanings:

     Act: The Securities Act of 1933, as amended.

     Broker-Dealer: Any broker or dealer registered under the Exchange Act.

     Broker-Dealer Transfer Restricted Securities: New Preferred Stock or New
Exchange Debentures that are acquired by a Broker-Dealer in the Exchange Offer
in exchange for Preferred Stock or Exchange Debentures, as the case may be, that
such Broker-Dealer acquired for its own account as a result of market-making
activities or other trading activities (other than Preferred Stock or Exchange
Debentures acquired directly from the Company or any of its respective
affiliates).

     Business Day: Any day except a Saturday, Sunday or other day in the City of
New York, or in the city of the corporate trust office of the Trustee, on which
banks are authorized to close.

     Certificated Securities: As defined in the Certificate of Designation and
Indenture.

     Certificate of Designations: The Certificate of Designations, Preferences
and Relative, Participating, Optional and other Special Rights of Preferred
Stock and Qualifications, Limitations and Restrictions thereof of the Preferred
Stock dated March 6, 1998.

     Closing Date: The date hereof.

     Commission: The Securities and Exchange Commission.

     Consummate: An Exchange Offer shall be deemed "Consummated" for purposes of
this Agreement upon the occurrence of (a) the filing and effectiveness under the
Act of the Exchange Offer Registration Statement relating to the New Preferred
Stock or if the Preferred Stock has been exchanged for the Exchange Debentures,
the New Exchange Debentures to be issued in the Exchange Offer, (b) the
maintenance of such Registration Statement continuously effective and the
keeping of the Exchange Offer open for a period not


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less than the minimum period required pursuant to Section 3(b) hereof and (c)
the delivery by the Company to the Transfer Agent of shares of New Preferred
Stock in the same aggregate Liquidation Preference or the aggregate Liquidation
Preference of Preferred Stock tendered by Holders thereof pursuant to the
Exchange Offer, or if the Preferred Stock has been exchanged for Exchange
Debentures, the delivery by the Company to the Trustee of New Exchange
Debentures in the same aggregate principal amount as the aggregate principal
amount of Exchange Debentures tendered by Holders thereof pursuant to the
Exchange Offer.

     Damages Payment Date: Each Dividend Payment Date or Interest Payment Date,
as the case may be.

     Debentures: The Exchange Debentures and the New Exchange Debentures.

     Dividend Payment Date: As defined in the Certificate of Designations.

     Effectiveness Target Date: As defined in Section 5.

     Exchange Act: The Securities Exchange Act of 1934, as amended.

     Exchange Debentures: The Company's 11 1/4% Subordinated Exchange Debentures
due 2008, including, without limitation, all such debentures issued in lieu of
payment of cash interest.

     Exchange Offer: The registration by the Company under the Act of the New
Preferred Stock or if the Preferred Stock has been exchanged for Exchange
Debentures, the New Exchange Debentures pursuant to the Exchange Offer
Registration Statement pursuant to which the Company shall offer the Holders of
all outstanding Transfer Restricted Securities held by such holders the
opportunity to exchange all such outstanding Transfer Restricted Securities for
New Preferred Stock with the same aggregate Liquidation Preference as the
Preferred Stock tendered in such exchange offer by such Holders, or New Exchange
Debentures in an aggregate principal amount equal to the aggregate principal
amount of the Exchange Debentures tendered in such exchange offer by such Holder
as, the case may be.

     Exchange Offer Registration Statement: The Registration Statement relating
to the Exchange Offer, including the related Prospectus.

     Exchangeable Preferred Stock: The Preferred Stock and the New Preferred
Stock.

     Exempt Resales: The transactions in which the Initial Purchaser proposes to
sell the Preferred Stock (i) to certain "qualified institutional buyers," as
such term is defined in Rule 144A under the Act or (ii) outside the United
States in reliance upon Regulation S under the Securities Act to non-U.S.
persons.

     Global Security Holder: As defined in the Certificate of Designations with
respect to Prefered Stock and the Indenture with respect to the Exchange
Debentures.

     Holders: As defined in Section 2 hereof.

     Indemnified Holder: As defined in Section 8(a) hereof.



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     Indenture: The Indenture, to be entered into between the Company and
pursuant to which the State Street Bank and Trust Company, trustee (the
"Trustee"), upon the exchange of the Exchangeable Preferred Stock for Debentures
in accordance with the Certificate of Designation, Debentures are to be issued,
as such Indenture is amended or supplemented from time to time in accordance
with the terms thereof.

     Interest Payment Date: As defined in the Indenture and the Exchange
Debentures.

     Liquidation Preference: As defined in the Certificate of Designation.

     NASD: National Association of Securities Dealers, Inc.

     New Exchange Debentures: The Company's 11 1/4% Subordinated Exchange
Debentures due 2008 to be issued pursuant to the Indenture (i) in the Exchange
Offer or (ii) upon the request of any Holder of Exchange Debentures covered by a
Shelf Registrations Statement, in exchange for such Exchange Debentures,
including, without limitation, all such debentures issued in lieu of payment of
cash interest thereon.

     New Preferred Stock: The Company's 11 1/4% Senior Cumulative Exchangeable
Preferred Stock due 2008 to be issued pursuant to the Certificate of
Designations (i) in the Exchange Offer or (ii) upon the request of any Holder of
Preferred Stock covered by a Shelf Registration Statement, in exchange for such
Preferred Stock, including without limitation, all such Preferred Stock issued
in lieu of payment of cash thereon.

     Offering Memorandum: As defined in the Purchase Agreement.

     Person: Any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization, government
or any agency or political subdivision thereof or any other entity.

     Prospectus: The prospectus included in a Registration Statement at the time
such Registration Statement is declared effective, as amended or supplemented by
any prospectus supplement and by all other amendments thereto, including
post-effective amendments, and all material incorporated by reference into such
Prospectus.

         Record Holder: With respect to any Damages Payment Date, each Person
who is a Holder of Preferred Stock or Debentures, as the case may be, on the
record date with respect to the Dividend Payment Date or Interest Payment Date,
respectively, on which such Damages Payment Date shall occur.

     Registration Default: As defined in Section 5 hereof.

     Registration Statement: Any registration statement of the Company relating
to (a) an offering of New Preferred Stock pursuant to an Exchange Offer or (b)
the registration for resale of Transfer Restricted Securities pursuant to the
Shelf Registration Statement, in each case, (i) which is filed pursuant to the
provisions of this Agreement and (ii) including the Prospectus included therein,
all amendments and supplements thereto (including post-effective amendments) and
all exhibits and material incorporated by


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reference therein.

     Restricted Broker-Dealer: Any Broker-Dealer which holds Broker-Dealer
Transfer Restricted Securities.

     Shelf Registration Statement: As defined in Section 4 hereof.

     TIA: The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb) as in
effect on the date of the Indenture.

     Transfer Restricted Securities: Prefered Stock or Debentures, until the
earliest to occur of (a) the date on which such Prefered Stock or Debenture is
exchanged in the Exchange Offer and entitled to be resold to the public by the
Holder thereof without complying with the prospectus delivery requirements of
the Act, (b) the date on which such Prefered Stock or Debenture has been
disposed of in accordance with a Shelf Registration Statement, (c) the date on
which such Prefered Stock or Debenture is disposed of by a Broker-Dealer
pursuant to the "Plan of Distribution" contemplated by the Exchange Offer
Registration Statement (including delivery of the Prospectus contained therein)
or (d) the date on which such Note Prefered Stock or Debenture is distributed to
the public pursuant to Rule 144 under the Act.

     Underwritten Registration or Underwritten Offering: A registration in which
securities of the Company are sold to an underwriter for reoffering to the
public.

2.   HOLDERS

     A Person is deemed to be a holder of Transfer Restricted Securities (each,
a "Holder") whenever such Person owns Transfer Restricted Securities.

3.   REGISTERED EXCHANGE OFFER

     (a) Unless the Exchange Offer shall not be permitted by applicable federal
law (after the procedures set forth in Section 6(a)(i) below have been complied
with), the Company shall (i) cause to be filed with the Commission, on or prior
to 60 days after the Closing Date, the Exchange Offer Registration Statement,
(ii) use its best efforts to cause such Exchange Offer Registration Statement to
become effective at the earliest possible time, but in no event later than 120
days after the Closing Date, (iii) in connection with the foregoing, (A) file
all pre-effective amendments to such Exchange Offer Registration Statement as
may be necessary in order to cause such Exchange Offer Registration Statement to
become effective, (B) file, if applicable, a post-effective amendment to such
Exchange Offer Registration Statement pursuant to Rule 430A under the Act and
(C) cause all necessary filings, if any, in connection with the registration and
qualification of the New Preferred Stock or the New Exchange Debentures, as the
case may be, to be made under the Blue Sky laws of such jurisdictions as are
necessary to permit Consummation of the Exchange Offer provided that in no event
shall the Company be obligated to qualify to do business in any jurisdiction
where it is not now so qualified, or take any action which would subject it to
General Service of Process in any jurisdiction where it is not now so subject,
and (iv) upon the effectiveness of such Exchange Offer Registration Statement,
use its reasonable best efforts to commence and Consummate the Exchange Offer.
The Exchange Offer shall be on the appropriate form permitting registration of
the New Preferred Stock or


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the New Exchange Debentures, as the case may be, to be offered in exchange for
the Preferred Stock or the Exchange Debentures, as the case may be, that are
Transfer Restricted Securities and to permit sales of Broker-Dealer Transfer
Restricted Securities by Restricted Broker-Dealers as contemplated by Section
3(c) below.

     (b) The Company shall use its best efforts to cause the Exchange Offer
Registration Statement to be effective continuously, and shall keep the Exchange
Offer open, for a period of not less than the minimum period required under
applicable federal and state securities laws to Consummate the Exchange Offer;
provided, however, that in no event shall such period be less than 20 Business
Days. The Company shall cause the Exchange Offer to comply with all applicable
federal and state securities laws. No securities other than the Exchangeable
Preferred stock and the Debentures shall be included in the Exchange Offer
Registration Statement. The Company shall use its best efforts to cause the
Exchange Offer to be Consummated on the earliest practicable date after the
Exchange Offer Registration Statement has become effective.

     (c) The Company shall include a "Plan of Distribution" section in the
Prospectus contained in the Exchange Offer Registration Statement and indicate
therein that any Restricted Broker-Dealer who holds Preferred Stock or Exchange
Debentures that are Transfer Restricted Securities and that were acquired for
the account of such Broker-Dealer as a result of market-making activities or
other trading activities, may exchange such Preferred Stock or Exchange
Debentures (other than Transfer Restricted Securities acquired directly from the
Company or any affiliate of the Company) pursuant to the Exchange Offer;
however, such Broker-Dealer may be deemed to be an "underwriter" within the
meaning of the Act and must, therefore, deliver a prospectus meeting the
requirements of the Act in connection with the sales of the New Preferred Stock
received by such Broker-Dealer in the Exchange Offer, which prospectus delivery
requirement may be satisfied by the delivery by such Broker-Dealer of the
Prospectus contained in the Exchange Offer Registration Statement. Such "Plan of
Distribution" section shall also contain all other information with respect to
such sales of Broker-Dealer Transfer Restricted Securities by Restricted
Broker-Dealers that the Commission may require in order to permit such sales
pursuant thereto, but such "Plan of Distribution" shall not name any such
Broker-Dealer or disclose the amount of Notes held by any such Broker-Dealer
except to the extent required by the Commission.

     The Company shall use its best efforts to keep the Exchange Offer
Registration Statement continuously effective, supplemented and amended as
required by the provisions of Section 6(c) below to the extent necessary to
ensure that it is available for sales of Broker-Dealer Transfer Restricted
Securities by Restricted Broker-Dealers, and to ensure that such Registration
Statement conforms with the requirements of this Agreement, the Act and the
policies, rules and regulations of the Commission as announced from time to
time, for a period of 120 days from the date on which the Exchange Offer is
Consummated.

     The Company shall provide sufficient copies of the latest version of such
Prospectus to such Restricted Broker-Dealers promptly upon request, and in no
event later than two days after such request, at any time during such 120-day
period in order to facilitate such sales.

4.   SHELF REGISTRATION

     (a) Shelf Registration. If (i) the Company is not required to file an
Exchange Offer Registration Statement with respect to the New Preferred Stock
because the Exchange Offer is not permitted by applicable


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law (after the procedures set forth in Section 6(a)(i) below have been complied
with) or (ii) if any Holder of Transfer Restricted Securities shall notify the
Company within 20 Business Days following the Consummation of the Exchange Offer
that (A) such Holder is prohibited by law or Commission policy from
participating in the Exchange Offer or (B) such Holder may not resell the New
Preferred Stock or New Exchange Debentures acquired by it in the Exchange Offer
to the public without delivering a prospectus and the Prospectus contained in
the Exchange Offer Registration Statement is not appropriate or available for
such resales by such Holder or (C) such Holder is a Broker-Dealer and holds
Preferred Stock or Exchange Debentures acquired directly from the Company or one
of its respective affiliates, then the Company shall (x) cause to be filed on or
prior to the earliest of (1) 45 days after the date on which the Company is
notified by the Commission or otherwise determines that they are not required to
file the Exchange Offer Registration Statement pursuant to clause (i) above and
(2) 45 days after the date on which the Company receives the notice specified in
clause (ii) above, a shelf registration statement pursuant to Rule 415 under the
Act, (which may be an amendment to the Exchange Offer Registration Statement (in
either event, the "Shelf Registration Statement")), relating to all Transfer
Restricted Securities the Holders of which shall have provided the information
required pursuant to Section 4(b) hereof, and (y) use their respective best
efforts to cause such Shelf Registration Statement to be declared effective by
the Commission at the earliest possible time, but in no event later than 120
days after the date on which the Company becomes obligated to file such Shelf
Registration Statement. If, after the Company has filed an Exchange Offer
Registration Statement which satisfies the requirements of Section 3(a) above,
the Company is required to file and make effective a Shelf Registration
Statement solely because the Exchange Offer shall not be permitted under
applicable federal law, then the filing of the Exchange Offer Registration
Statement shall be deemed to satisfy the requirements of clause (x) above. Such
an event shall have no effect on the requirements of clause (y) above, or on the
Effectiveness Target Date as defined in Section 5 below. The Company shall use
its best efforts to keep the Shelf Registration Statement discussed in this
Section 4(a) continuously effective, supplemented and amended as required by and
subject to the provisions of Sections 6(b) and (c) hereof to the extent
necessary to ensure that it is available for sales of Transfer Restricted
Securities by the Holders thereof entitled to the benefit of this Section 4(a),
and to ensure that it conforms with the requirements of this Agreement, the Act
and the policies, rules and regulations of the Commission as announced from time
to time, for a period of at least two years (as extended pursuant to Section
6(c)(i)) following the date on which such Shelf Registration Statement first
becomes effective under the Act or such shorter period ending when all of the
Transfer Restricted Securities available for sale thereunder have been sold
pursuant thereto.

     (b) Provision by Holders of Certain Information in Connection with the
Shelf Registration Statement. No Holder of Transfer Restricted Securities may
include any of its Transfer Restricted Securities in any Shelf Registration
Statement pursuant to this Agreement unless and until such Holder furnishes to
the Company in writing, within 20 days after receipt of a request therefor, such
information specified in Item 507 of Regulation S-K under the Act for use in
connection with any Shelf Registration Statement or Prospectus or preliminary
Prospectus included therein. No Holder of Transfer Restricted Securities shall
be entitled to Liquidated Damages pursuant to Section 5 hereof unless and until
such Holder has provided all such information. Each Holder as to which any Shelf
Registration Statement is being effected agrees to furnish promptly to the
Company all information required to be disclosed in order to make the
information previously furnished to the Company by such Holder not materially
misleading.

5.   LIQUIDATED DAMAGES

     If (i) any Registration Statement required by this Agreement is not filed
with the Commission on


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or prior to the date specified for such filing in this Agreement, (ii) any such
Registration Statement has not been declared effective by the Commission on or
prior to the date specified for such effectiveness in this Agreement (the
"Effectiveness Target Date"), (iii) the Exchange Offer has not been Consummated
within 30 Business Days after the Effectiveness Target Date with respect to the
Exchange Offer Registration Statement or (iv) any Registration Statement
required by this Agreement is filed and declared effective but shall thereafter
cease to be effective or fail to be usable for its intended purpose without
being succeeded immediately by a post-effective amendment to such Registration
Statement that cures such failure and that is itself immediately declared
effective (each such event referred to in clauses (i) through (iv), a
"Registration Default"), the Company hereby agrees to pay to each Holder of
Transfer Restricted Securities, for the first 90-day period immediately
following the occurrence of such Registration Default, liquidated damages in an
amount equal to $.05 per week per $1,000 principal amount of Transfer Restricted
Securities held by such Holder for each week or portion thereof that the
Registration Default continues. The amount of the liquidated damages payable to
each Holder shall increase by an additional $.05 per week per $1,000 in
principal amount of Transfer Restricted Securities with respect to each
subsequent 90-day period until all Registration Defaults have been cured, up to
a maximum amount of liquidated damages of $.50 per week per $1,000 principal
amount of Transfer Restricted Securities held by such Holder. Notwithstanding
anything to the contrary set forth herein, (1) upon filing of the Exchange Offer
Registration Statement (and/or, if applicable, the Shelf Registration
Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange
Offer Registration Statement (and/or, if applicable, the Shelf Registration
Statement), in the case of (ii) above, (3) upon Consummation of the Exchange
Offer, in the case of (iii) above, or (4) upon the filing of a post-effective
amendment to the Registration Statement or an additional Registration Statement
that causes the Exchange Offer Registration Statement (and/or, if applicable,
the Shelf Registration Statement) to again be declared effective or made usable
in the case of (iv) above, the liquidated damages payable with respect to the
Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or
(iv), as applicable, shall cease.

     All accrued liquidated damages shall be paid to the Global Security Holder
by wire transfer of immediately available funds or by federal funds check and to
Holders of Certificated Securities by wire transfer to the accounts specified by
them or by mailing checks to their registered addresses if no such accounts have
been specified on each Damages Payment Date. Following the cure of all
Registration Defaults relating to any particular Transfer Restricted Securities,
the accrual of liquidated damages with respect to such Transfer Restricted
Securities will cease. All obligations of the Company set forth in the preceding
paragraph that are outstanding with respect to any Transfer Restricted Security
at the time such security ceases to be a Transfer Restricted Security shall
survive until such time as all such obligations with respect to such security
shall have been satisfied in full.

6.   REGISTRATION PROCEDURES

     (a) Exchange Offer Registration Statement. In connection with the Exchange
Offer, the Company shall comply with all applicable provisions of Section 6(c)
below, shall use its best efforts to effect such exchange and to permit the sale
of Broker-Dealer Transfer Restricted Securities being sold in accordance with
the intended method or methods of distribution thereof (which shall be in a
manner consistent with the terms of this Agreement), and shall comply with all
of the following provisions:

          (i) If, following the date hereof and prior to Consummation of the
     Exchange Offer, there has been published a change in Commission policy with
     respect to exchange offers such as the


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     Exchange Offer, such that in the reasonable judgment of counsel to the
     Company there is a substantial question as to whether the Exchange Offer is
     permitted by applicable federal law or Commission policy, the Company
     hereby agrees to seek a no-action letter or other favorable decision from
     the Commission allowing the Company to Consummate an Exchange Offer for
     such Preferred Stock or Exchange Debentures, as the case may be. The
     Company hereby agrees to pursue the issuance of such a decision to the
     Commission staff level but shall not be required to take commercially
     unreasonable action to effect a change of Commission policy. In connection
     with the foregoing, the Company hereby agrees, however, but subject to the
     proviso set forth above, to take all such other actions as are reasonably
     requested by the Commission or otherwise required in connection with the
     issuance of such decision, including without limitation to (A) participate
     in telephonic conferences with the Commission, (B) deliver to the
     Commission staff an analysis prepared by counsel to the Company setting
     forth the legal bases, if any, upon which such counsel has concluded that
     such an Exchange Offer should be permitted and (C) diligently pursue a
     resolution (which need not be favorable) by the Commission staff of such
     submission.

          (ii) As a condition to its participation in the Exchange Offer
     pursuant to the terms of this Agreement, each Holder of Transfer Restricted
     Securities shall furnish, upon the request of the Company, prior to the
     Consummation of the Exchange Offer, a written representation to the Company
     (which may be contained in the letter of transmittal contemplated by the
     Exchange Offer Registration Statement) to the effect that (A) it is not an
     affiliate of the Company, (B) it is not engaged in, and does not intend to
     engage in, and has no arrangement or understanding with any person to
     participate in, a distribution of the New Preferred Stock or the New
     Exchange Debentures, as the case may be, to be issued in the Exchange Offer
     and (C) it is acquiring the New Preferred Stock, the New Exchange
     Debentures in its ordinary course of business. In addition, all such
     holders of Transfer Restricted Securities shall otherwise cooperate in the
     Company's preparation for the Exchange Offer. Each Holder hereby
     acknowledges and agrees that any Broker-Dealer and any such Holder using
     the Exchange Offer to participate in a distribution of the securities to be
     acquired in the Exchange Offer (1) could not under Commission policy as in
     effect on the date of this Agreement rely on the position of the Commission
     enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and
     Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted
     in the Commission's letter to Shearman & Sterling dated July 2, 1993, and
     similar no-action letters (including, if applicable, any no-action letter
     obtained pursuant to clause (i) above), and (2) must comply with the
     registration and prospectus delivery requirements of the Act in connection
     with a secondary resale transaction and that such a secondary resale
     transaction must be covered by an effective registration statement
     containing the selling security holder information required by Item 507 or
     508, as applicable, of Regulation S-K if the resales are of New Preferred
     Stock or New Exchange Debentures, as the case may be obtained by such
     Holder in exchange for Preferred Stock or Exchange Debentures as the case
     may be, acquired by such Holder directly from the Company or an affiliate
     thereof.

          (iii) To the extent required by the Commission, prior to effectiveness
     of the Exchange Offer Registration Statement, the Company shall provide a
     supplemental letter to the Commission (A) stating that the Company is
     registering the Exchange Offer in reliance on the position of the
     Commission enunciated in Exxon Capital Holdings Corporation (available May
     13, 1988), Morgan Stanley and Co., Inc. (available June 5, 1991) and, if
     applicable, any no-action letter obtained pursuant to clause (i) above, (B)
     including a representation that the Company has not entered into


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     any arrangement or understanding with any Person to distribute the New
     Preferred Stock or the New Exchange Debentures, as the case may be, to be
     received in the Exchange Offer and that, to the best of the Company's
     information and belief, each Holder participating in the Exchange Offer is
     acquiring the New Preferred Stock or the New Exchange Debentures, as the
     case may be, in its ordinary course of business and has no arrangement or
     understanding with any Person to participate in the distribution of the New
     Preferred Stock or New Exchange Debentures, as the case may be, received in
     the Exchange Offer and (C) any other undertaking or representation required
     by the Commission as set forth in any no-action letter obtained pursuant to
     clause (i) above.

     (b) Shelf Registration Statement. In connection with the Shelf Registration
Statement, the Company shall comply with all the provisions of Section 6(c)
below and shall use its best efforts to effect such registration to permit the
sale of the Transfer Restricted Securities being sold in accordance with the
intended method or methods of distribution thereof (as indicated in the
information furnished to the Company pursuant to Section 4(b) hereof), and
pursuant thereto the Company will prepare and file with the Commission a
Registration Statement relating to the registration on any appropriate form
under the Act, which form shall be available for the sale of the Transfer
Restricted Securities in accordance with the intended method or methods of
distribution thereof within the time periods and otherwise in accordance with
the provisions hereof.

     (c) General Provisions. In connection with any Registration Statement and
any related Prospectus required by this Agreement to permit the sale or resale
of Transfer Restricted Securities (including, without limitation, any Exchange
Offer Registration Statement and the related Prospectus, to the extent that the
same are required to be available to permit sales of Broker-Dealer Transfer
Restricted Securities by Restricted Broker-Dealers), the Company shall:

          (i) use its best efforts to keep such Registration Statement
     continuously effective and provide all requisite financial statements for
     the period specified in Section 3 or 4 of this Agreement, as applicable.
     Upon the occurrence of any event that would cause any such Registration
     Statement or the Prospectus contained therein (A) to contain a material
     misstatement or omission or (B) not to be effective and usable for resale
     of Transfer Restricted Securities during the period required by this
     Agreement, the Company shall file promptly an appropriate amendment to such
     Registration Statement, (1) in the case of clause (A), correcting any such
     misstatement or omission, and (2) in the case of either clause (A) or (B),
     use its best efforts to cause such amendment to be declared effective and
     such Registration Statement and the related Prospectus to become usable for
     their intended purpose(s) as soon as practicable thereafter.
     Notwithstanding the foregoing, at any time after Consummation of the
     Exchange Offer, the Company may allow the Shelf Registration Statement to
     cease to be effective and usable if (x) the Board of Directors of the
     Company determines in good faith that it is in the best interests of the
     Company not to disclose the existence of or facts surrounding any proposed
     or pending material corporate transaction involving the Company, and the
     Company notifies the Holders within two business days after the Board makes
     such determination, or (y) the Prospectus contained in the Shelf
     Registration Statement contains an untrue statement of a material fact or
     omits to state a material fact necessary in order to make the statements
     therein, in light of the circumstances under which they were made, not
     misleading;

          (ii) prepare and file with the Commission such amendments and
     post-effective amendments to the Registration Statement as may be necessary
     to keep the Registration Statement


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     effective for the applicable period set forth in Section 3 or 4 hereof, or
     such shorter period as will terminate when all Transfer Restricted
     Securities covered by such Registration Statement have been sold; cause the
     Prospectus to be supplemented by any required Prospectus supplement, and as
     so supplemented to be filed pursuant to Rule 424 under the Act, and to
     comply fully with Rules 424, 430A and 462 as applicable, under the Act in a
     timely manner; and comply with the provisions of the Act with respect to
     the disposition of all securities covered by such Registration Statement
     during the applicable period in accordance with the intended method or
     methods of distribution by the sellers thereof set forth in such
     Registration Statement or supplement to the Prospectus;

          (iii) advise the underwriter(s), if any, and selling Holders promptly
     and, if requested by such Persons, confirm such advice in writing, (A) when
     the Prospectus or any Prospectus supplement or post-effective amendment has
     been filed, and, with respect to any Registration Statement or any
     post-effective amendment thereto, when the same has become effective, (B)
     of any request by the Commission for amendments to the Registration
     Statement or amendments or supplements to the Prospectus or for additional
     information relating thereto, (C) of the issuance by the Commission of any
     stop order suspending the effectiveness of the Registration Statement under
     the Act or of the suspension by any state securities commission of the
     qualification of the Transfer Restricted Securities, as applicable for
     offering or sale in any jurisdiction, or the initiation of any proceeding
     for any of the preceding purposes, (D) of the existence of any fact or the
     happening of any event that makes any statement of a material fact made in
     the Registration Statement, the Prospectus, any amendment or supplement
     thereto or any document incorporated by reference therein untrue, or that
     requires the making of any additions to or changes in the Registration
     Statement in order to make the statements therein not misleading, or that
     requires the making of any additions to or changes in the Prospectus in
     order to make the statements therein, in the light of the circumstances
     under which they were made, not misleading. If at any time the Commission
     shall issue any stop order suspending the effectiveness of the Registration
     Statement, or any state securities commission or other regulatory authority
     shall issue an order suspending the qualification or exemption from
     qualification of the Transfer Restricted Securities under state securities
     or Blue Sky laws, the Company shall use its best efforts to obtain the
     withdrawal or lifting of such order at the earliest possible time;

          (iv) furnish to the Initial Purchaser, each selling Holder named in
     any Registration Statement or Prospectus and each of the underwriter(s) in
     connection with such sale, if any, before filing with the Commission,
     copies of any Registration Statement or any Prospectus included therein or
     any amendments or supplements to any such Registration Statement or
     Prospectus (including all documents incorporated by reference after the
     initial filing of such Registration Statement), which documents will be
     subject to the review and comment of such Holders and underwriter(s) in
     connection with such sale, if any, for a period of at least five Business
     Days, and the Company will not file any such Registration Statement or
     Prospectus or any amendment or supplement to any such Registration
     Statement or Prospectus (including all such documents incorporated by
     reference) if the selling Holders of the Transfer Restricted Securities
     covered by such Registration Statement or the underwriter(s) in connection
     with such sale shall not have had such an opportunity to participate in the
     preparation thereof;

          (v) prior to the filing of any document that is to be incorporated by
     reference into a Registration Statement or Prospectus, provide copies of
     such document to the selling Holders and


                                       10
<PAGE>   12

     to the underwriter(s) in connection with such sale, if any, make the
     Company's and the Subsidiary Guarantors' representatives available for
     discussion of such document and other customary due diligence matters, and
     include such information in such document prior to the filing thereof as
     such selling Holders or underwriter(s), if any, reasonably may request;

          (vi) make available at reasonable times at the Company's principal
     place of business for inspection by the selling Holders of transfer who
     shall certify to the Company that they have a current intention to sell
     Transfer Restricted Securities pursuant to a Shelf Registration Statement
     Restricted Securities, any managing underwriter participating in any
     disposition pursuant to such Registration Statement and any attorney or
     accountant retained by such selling Holders or any of such underwriter(s),
     all pertinent financial and other pertinent information of the Company and
     cause the Company's officers, directors and employees to respond to such
     inquiries as shall be reasonably necessary; in the reasonable judgment of
     counsel to such Holders, to conduct a reasonable investigation; provided,
     however, that each such party shall be required to maintain in confidence
     and not to disclose to any other person any information or records
     reasonably designated by the Company in writing as being confidential,
     until such time as (A) such information becomes a matter of public record
     (whether by virtue of its inclusion in such Registration Statement or
     otherwise), or (B) such person shall be required so to disclose such
     information pursuant to the subpoena or order of any court or other
     governmental agency or body having jurisdiction over the matter (subject to
     the requirements of such order, and only after such person shall have given
     the Company prompt prior written notice of such requirement), or (C) such
     information is required to be set forth in such Registration Statement or
     the Prospectus included therein or in an amendment or supplement to such
     Registration Statement or an amendment or supplement to such Prospectus in
     order that such Registration Statement, Prospectus, amendment or
     supplement, as the case may be, does not contain an untrue statement of a
     material fact or omit to state therein a material fact required to be
     stated therein or necessary to make the statements therein not misleading;

          (vii) if requested by any selling Holders or the underwriter(s), as
     applicable, in connection with such sale, if any, promptly include in any
     Registration Statement or Prospectus, pursuant to a supplement or
     post-effective amendment if necessary, such information that is required by
     the Act as such selling Holders and underwriter(s), if any, may reasonably
     request to have included therein, and make all required filings of such
     Prospectus supplement or post-effective amendment as soon as practicable
     after the Company is notified of the matters to be included in such
     Prospectus supplement or post-effective amendment;

          (viii) furnish to each selling Holder and each of the underwriter(s)
     in connection with such sale, if any, without charge, at least one copy of
     the Registration Statement, as first filed with the Commission, and of each
     amendment thereto, including all documents incorporated by reference
     therein and all exhibits (including exhibits incorporated therein by
     reference);

          (ix) deliver to each selling Holder and each of the underwriter(s), if
     any, without charge, as many copies of the Prospectus (including each
     preliminary prospectus) and any amendment or supplement thereto as such
     Persons reasonably may request; the Company hereby consents to the use (in
     accordance with law) of the Prospectus and any amendment or supplement
     thereto by each of the selling Holders and each of the underwriter(s), if
     any, in connection with the offering and the sale of the Transfer
     Restricted Securities covered by the Prospectus or any amendment or

                                       11
<PAGE>   13

     supplement thereto. Notwithstanding the foregoing, at any time after
     Consummation of the Exchange Offer, the Company may allow the Shelf
     Registration Statement to cease to be effective and usable if (x) the Board
     of Directors of the Company determines in good faith that it is in the best
     interests of the Company not to disclose the existence of or facts
     surrounding any proposed or pending material corporate transaction
     involving the Company, and the Company notifies the Holders within two
     business days after the Board makes such determination, or (y) the
     Prospectus contained in the Shelf Registration Statement contains an untrue
     statement of a material fact or omits to state a material fact necessary in
     order to make the statements therein, in light of the circumstances under
     which they were made, not misleading;

          (x) enter into such agreements (including an underwriting agreement)
     and make such representations and warranties and take all such other
     actions in connection therewith in order to expedite or facilitate the
     disposition of the Transfer Restricted Securities pursuant to any
     Registration Statement contemplated by this Agreement as may be reasonably
     requested by any Holder who holds at lease 5% in aggregate principal amount
     of such class of Transfer Restricted Securities or underwriter in
     connection with any sale or resale pursuant to any Registration Statement
     contemplated by this Agreement, provided, that, the Company shall not be
     required to enter into any such agreement more than once with respect to
     all of the Transfer Restricted Securities, and in the case of a Shelf
     Registration Statement, may delay entering into such agreement if the Board
     of Directors of the Company determines in good faith that it is in the best
     interests of the Company not to disclose the existence of or facts
     surrounding any proposed or pending corporate transaction involving the
     Company; and in such connection, whether or not an underwriting agreement
     is entered into and whether or not the registration is an Underwritten
     Registration, the Company shall:

               (A) furnish to each selling Holder who holds at least 5% in
          aggregate principal amount of such class of Transfer Restricted
          Securities and each underwriter, if any, in such substance and scope
          as they may request and as is customarily made in connection with an
          offering of debt securities pursuant to a Registration Statement upon
          the effectiveness of the Shelf Registration Statement and to each
          Restricted Broker-Dealer upon Consummation of the Exchange Offer:

                    (1) a certificate, dated the date of Consummation of the
               Exchange Offer or the date of effectiveness of the Shelf
               Registration Statement, as the case may be, signed on behalf of
               the Company by (x) the President or any Vice President and (y) a
               principal financial or accounting officer of the Company
               confirming, as of the date thereof, the matters set forth in
               paragraphs (a) through (c) of Section 9 of the Purchase Agreement
               and such other similar matters as the Holders, underwriter(s)
               and/or Restricted Broker-Dealers may reasonably request;

                    (2) an opinion, dated the date of Consummation of the
               Exchange Offer or the date of effectiveness of the Shelf
               Registration Statement, as the case may be, of counsel for the
               Company, covering matters customarily covered in opinions
               requested in Underwritten Offerings and dated the date of
               effectiveness of the Shelf Registration Statement or the date of
               Consummation of the Exchange Offer, as the case may be; and



                                       12
<PAGE>   14

                    (3) customary comfort letters, dated as of the date of
               effectiveness of the Shelf Registration Statement or the date of
               Consummation of the Exchange Offer, as the case may be, from the
               Company's independent accountants, in the customary form and
               covering matters of the type customarily covered in comfort
               letters to underwriters in connection with an offering of debt
               securities pursuant to a Registration Statement and affirming the
               matters set forth in the comfort letters delivered pursuant to
               Section 9(f) of the Purchase Agreement, without exception;

                         (B) set forth in full or incorporated by reference in
                    the underwriting agreement, if any, in connection with any
                    sale or resale pursuant to any Shelf Registration Statement
                    the indemnification provisions and procedures of Section 8
                    hereof with respect to all parties to be indemnified
                    pursuant to said Section; and

                         (C) deliver such other documents and certificates as
                    may be reasonably requested by the selling Holders, the
                    underwriter(s), if any, and Restricted Broker-Dealers, if
                    any, to evidence compliance with clause (A) above and with
                    any customary conditions contained in the underwriting
                    agreement or other agreement entered into by the Company
                    pursuant to this clause (x).

          The above shall be done at each closing under such underwriting or
     similar agreement, as and to the extent required thereunder, and if at any
     time the representations and warranties of the Company contemplated in
     (A)(1) above cease to be true and correct, the Company shall so advise the
     underwriter(s), if any, selling Holders who hold at least 5% in aggregate
     principal amount of such class of Transfer Restricted Securities and each
     Restricted Broker-Dealer promptly and if requested by such Persons, shall
     confirm such advice in writing;

          (xi) prior to any public offering of Transfer Restricted Securities,
     cooperate with the selling Holders, the underwriter(s), if any, and its
     counsel in connection with the registration and qualification of the
     Transfer Restricted Securities under the securities or Blue Sky laws of
     such jurisdictions as the selling Holders or underwriter(s), if any, may
     reasonably request and do any and all other acts or things reasonably
     necessary or advisable to enable the disposition in such jurisdictions of
     the Transfer Restricted Securities covered by the applicable Registration
     Statement; provided, however, that the Company shall not be required to
     register or qualify as a foreign corporation where it is not now so
     qualified or to take any action that would subject it to the service of
     process in suits or to taxation, other than as to matters and transactions
     relating to the Registration Statement, in any jurisdiction where it is not
     now so subject;

          (xii) issue, upon the request of any Holder of Preferred Stock or
     Exchange Debentures, as the case may be, covered by any Shelf Registration
     Statement contemplated by this Agreement, New Preferred Stock or New
     Exchange Debentures, as the case may be, having an aggregate liquidation
     preference or an aggregate principal amount, as the case may be, equal to
     the aggregate liquidation preference of Preferred Stock or aggregate
     principal amount of Exchange Debentures, as the case may be, surrendered to
     the Company by such Holder in exchange therefor or being sold by such
     Holder; such New Preferred Stock or New Exchange Debentures to be
     registered in the name of such Holder or in the name of the purchaser(s) of
     such Preferred Stock or such Exchange


                                       13
<PAGE>   15

     Debentures, as the case may be; in return, the Preferred Stock or the
     Exchange Debentures, as the case may be, held by such Holder shall be
     surrendered to the Company for cancellation;

          (xiii) in connection with any sale of Transfer Restricted Securities
     that will result in such securities no longer being Transfer Restricted
     Securities, cooperate with the selling Holders and the underwriter(s), if
     any, to facilitate the timely preparation and delivery of certificates
     representing Transfer Restricted Securities to be sold and not bearing any
     restrictive legends; and to enable such Transfer Restricted Securities to
     be in such denominations and registered in such names as such Holders or
     the underwriter(s), if any, may request at least two Business Days prior to
     such sale of Transfer Restricted Securities;

          (xiv) use its best efforts to cause the disposition of the Transfer
     Restricted Securities covered by the Registration Statement to be
     registered with or approved by such other governmental agencies or
     authorities as may be necessary to enable the seller or sellers thereof or
     the underwriter(s), if any, to consummate the disposition of such Transfer
     Restricted Securities, subject to the proviso contained in clause (xi)
     above;

          (xv) subject to Section 6(c)(i), if any fact or event contemplated by
     Section 6(c)(iii)(D) above shall exist or have occurred, prepare a
     supplement or post-effective amendment to the Registration Statement or
     related Prospectus or any document incorporated therein by reference or
     file any other required document so that, as thereafter delivered to the
     purchasers of Transfer Restricted Securities, the Prospectus will not
     contain an untrue statement of a material fact or omit to state any
     material fact necessary to make the statements therein, in the light of the
     circumstances under which they were made, not misleading;

          (xvi) provide a CUSIP number for all Transfer Restricted Securities
     not later than the effective date of a Registration Statement covering such
     Transfer Restricted Securities and provide the Trustee under the Indenture
     with printed certificates for the Transfer Restricted Securities which are
     in a form eligible for deposit with the Depository Trust Company;

          (xvii) cooperate and assist in any filings required to be made with
     the NASD and in the performance of any due diligence investigation by any
     underwriter (including any "qualified independent underwriter") that is
     required to be retained in accordance with the rules and regulations of the
     NASD;

          (xviii) otherwise use its best efforts to comply with all applicable
     rules and regulations of the Commission, and make generally available to
     its security holders with regard to any applicable Registration Statement,
     as soon as practicable, a consolidated earnings statement meeting the
     requirements of Rule 158 (which need not be audited) covering a
     twelve-month period (A) commencing at the end of any fiscal year in which
     Transfer Restricted Securities are sold to underwriters in a firm or best
     efforts underwritten offering or (B) if not sold to underwriters in such an
     offering beginning with the first month of the Company's first fiscal
     quarter commencing a further effective date of the Registration Statement;

          (xix) if Debentures are being included in Registration Statement,
     cause the Indenture to be qualified under the TIA not later than the
     effective date of the first Registration Statement


                                       14
<PAGE>   16

     required by this Agreement and, in connection therewith, cooperate with the
     Trustee and the Holders of Notes to effect such changes to the Indenture as
     may be required for such Indenture to be so qualified in accordance with
     the terms of the TIA; and execute and use its best efforts to cause the
     Trustee to execute, all documents that may be required to effect such
     changes and all other forms and documents required to be filed with the
     Commission to enable such Indenture to be so qualified in a timely manner;
     and

          (xx) provide promptly to each Holder upon request each document filed
     with the Commission pursuant to the requirements of Section 13 or Section
     15(d) of the Exchange Act.

     (d) Restrictions on Holders. Each Holder agrees by acquisition of a
Transfer Restricted Security or Broker-Dealer Transfer Restricted Securities, as
applicable that, upon receipt of the notice referred to in Section 6(c)(i) or
any notice from the Company of the existence of any fact of the kind described
in Section 6(c)(iii)(D) hereof, such Holder will immediately discontinue
disposition of Transfer Restricted Securities pursuant to the applicable
Registration Statement until such Holder's receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 6(c)(xv) hereof, or
until it is advised in writing by the Company that the use of the Prospectus may
be resumed, and has received copies of any additional or supplemental filings
that are incorporated by reference in the Prospectus (the "Advice"). If so
directed by the Company, each Holder will deliver to the Company (at the
Company's expense) all copies, other than permanent file copies then in such
Holder's possession, of the Prospectus covering such Transfer Restricted
Securities or Broker-Dealer Transfer Restricted Securities that was current at
the time of receipt of either such notice. In the event the Company shall give
any such notice, the time period regarding the effectiveness of such
Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall
be extended by the number of days during the period from and including the date
of the giving of such notice pursuant to Section 6(c)(i) or Section 6(c)(iii)(D)
hereof to and including the date when each selling Holder covered by such
Registration Statement shall have received the copies of the supplemented or
amended Prospectus contemplated by Section 6(c)(xv) hereof or shall have
received the Advice.

     The Company may require each Holder of Transfer Restricted Securities or
Broker-Dealer Transfer Restricted Securities as to which any registration is
being effected to furnish to the Company such information regarding such Holder
and such Holder's intended method of distribution of the applicable Transfer
Restricted Securities as the Company may from time to time reasonably request in
writing, but only to the extent that such information is required in order to
comply with the Act. Each such Holder agrees to notify the Company as promptly
as practicable of (i) any inaccuracy or change in information previously
furnished by such Holder to the Company, or (ii) the occurrence of any event, in
either case, as a result of which any prospectus relating to such registration
contains or would contain an untrue statement of a material fact regarding such
Holder or such Holder's intended method of distribution of the applicable
Transfer Restricted Securities or Broker-Dealer Transfer Restricted Securities
or omits to state any material fact regarding such Holder or such Holder's
intended method of distribution f the applicable Transfer Restricted Securities
or Broker-Dealer Transfer Restricted Securities required to be stated therein or
necessary to make the statements therein not misleading and promptly to furnish
to the Company any additional information required to correct and update any
previously furnished information or required so that such Prospectus shall not
contain, with respect to such Holder or the distribution of the applicable
Transfer Restricted Securities or Broker-Dealer Transfer Restricted Securities
or Broker-Dealer Transfer Restricted Securities an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading.



                                       15
<PAGE>   17

7.   REGISTRATION EXPENSES

     (a) All expenses incident to the Company's performance of or compliance
with this Agreement will be borne by the Company, regardless of whether a
Registration Statement becomes effective, including without limitation: (i) all
registration and filing fees and expenses (including filings made by any Initial
Purchaser or Holder with the NASD (and, if applicable, the fees and expenses of
any "qualified independent underwriter") and its counsel that may be required by
the rules and regulations of the NASD); (ii) all fees and expenses of compliance
with federal securities and state Blue Sky or securities laws; (iii) all
expenses of printing (including printing certificates for the New Preferred
Stock or New Exchange Debentures, as the case may be, to be issued in the
Exchange Offer and printing of Prospectuses); (iv) all fees and disbursements of
counsel for the Company and, in accordance with Section 7(b) below, the Holders
of Transfer Restricted Securities; (v) all messenger and delivery services and
telephone expenses of the Company; (vi) all application and filing fees in
connection with listing the Exchangeable Preferred Stock or Debentures, as the
case may be, on a national securities exchange or automated quotation system
pursuant to the requirements hereof and (vii) all fees and disbursements of
independent certified public accountants of the Company (including the expenses
of any special audit and comfort letters required by or incident to such
performance).

     (b) the Company will, in any event, bear its internal expenses (including,
without limitation, all salaries and expenses of any of its officers and
employees performing legal or accounting duties), the expenses of any annual
audit and the fees and expenses of any Person, including special experts,
retained by the Company.

     (c) In connection with any Registration Statement required by this
Agreement, as applicable, (including, without limitation, the Exchange Offer
Registration Statement and the Shelf Registration Statement), the Company will
reimburse the Initial Purchaser and the Holders of Transfer Restricted
Securities being tendered in the Exchange Offer and/or pursuant to the "Plan of
Distribution" contained in the Exchange Offer Registration Statement or
registered pursuant to the Shelf Registration Statement, as applicable, for the
reasonable fees and disbursements of not more than one counsel, who shall be
chosen by the Holders of a majority in principal amount of the Transfer
Restricted Securities for whose benefit such Registration Statement is being
prepared.

8.   INDEMNIFICATION

     (a) The Company agrees to indemnify and hold harmless (i) the Initial
Purchaser, (ii) each Holder, (iii) each person, if any, who controls (within the
meaning of Section 15 of the Act or Section 20 of the Exchange Act) the Initial
Purchaser or any Holder (any of the persons referred to in this clause (iii)
being hereinafter referred to as a "controlling person") and (iv) the respective
officers, directors, partners, employees, representatives and agents of the
Initial Purchaser or any Holder or any controlling person (any person referred
to in clause (i), (ii), (iii) or (iv) in such capacity may hereinafter be
referred to as an "Indemnified Holder"), from and against any and all losses,
claims, damages, liabilities, judgments, actions and expenses (including without
limitation and as incurred, reimbursement of all reasonable costs of
investigating, preparing, pursuing or defending any claim or action, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, including the fees and expenses of counsel to any Indemnified
Holder) directly or indirectly caused by, related to, based upon, arising out of
or in connection with any untrue statement or alleged untrue statement of a
material fact contained in any


                                       16
<PAGE>   18

Registration Statement, preliminary prospectus or Prospectus (or any amendment
or supplement thereto), or any omission or alleged omission to state therein 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, except insofar as such losses, claims, damages, liabilities,
judgments, actions or expenses are caused by any untrue statement or omission or
alleged untrue statement or omission that is made in reliance upon and in
conformity with information relating to any Initial Purchaser or any of the
Holders furnished in writing to the Company by the Initial Purchaser or any of
the Holders expressly for use therein; and except insofar as(1) any such losses,
claims, damages, liabilities, judgments, actions or expenses suffered or
incurred by any Indemnified Person resulted from an action, claim, or suit by
any person who purchased the Exchangeable Preferred Stock or Debentures, as the
case may be, from any Initial Purchaser in an Exempt Resale, (2) the Initial
Purchasers failed to deliver or provide a copy of the Offering Memorandum to
such person at or prior to the confirmation of the sale of the Notes and (3) the
Offering Memorandum, (as so amended or supplemented) would have cured the defect
giving rise to such losses, claims, damages, liabilities, judgments, actions, or
expenses. The Company also agrees to reimburse each Indemnified Holder for any
and all reasonable fees and expenses (including, without limitation, the
reasonable fees and expenses of counsel) as they are incurred in connection with
enforcing such Indemnified Holder's rights under this Agreement (including,
without limitation, its rights under this Section 8). The Company shall notify
the Initial Purchaser and any Holder promptly of the institution, threat or
assertion of any claim, proceeding (including any governmental investigation) or
litigation in connection with the matters addressed by this Agreement which
involves the Company or an Indemnified Holder.

     In case any action or proceeding (including any governmental or regulatory
investigation or proceeding) shall be brought or asserted against any of the
Indemnified Holders with respect to which indemnity may be sought against the
Company, such Indemnified Holder shall promptly notify the Company in writing
(provided, that the failure to give such notice shall not relieve the Company of
its obligations pursuant to this Agreement), and the Company shall assume the
defense thereof, including the employment of counsel reasonably satisfactory to
such Indemnified Holder and payment of all fees and expenses (regardless of
whether it is ultimately determined that an Indemnified Holder is not entitled
to indemnification hereunder). Such Indemnified Holder shall have the right to
employ separate counsel in any such action and participate in the defense
thereof, but the fees and expenses of such counsel shall be at the expense of
such Indemnified Holder unless (i) the employment of such counsel shall have
been specifically authorized in writing by the Company, (ii) the Company shall
have failed to assume the defense and employ counsel or (iii) the named parties
to any such action (including any impleaded parties) include both such
Indemnified Holder and the Company, and such Indemnified Holder shall have been
advised by such counsel that there may be one or more legal defenses available
to it which are different from or additional to those available to the Company
(in which case the Company shall not have the right to assume the defense of
such action on behalf of such Indemnified Holder, it being understood, however,
that the Company shall not, in connection with any one such action or separate
but substantially similar or related actions in the same jurisdiction arising
out of the same general allegations or circumstances, be liable for the fees and
expenses of more than one separate firm of attorneys (in addition to any local
counsel) for all such Indemnified Holders, which firm shall be designated in
writing by the Indemnified Holders, and that all such reasonable fees and
expenses shall be reimbursed as they are incurred). the Company shall not be
liable for any settlement of any such action or proceeding effected without the
prior written consent of the Company, but if settled with the written consent of
the Company, which consent will not be unreasonably withheld, the Company agrees
to indemnify and hold harmless any Indemnified Holder from and against any loss,
claim, damage, liability, judgment, action or expense by reason of any such
settlement. Notwithstanding the


                                       17
<PAGE>   19

foregoing sentence, if at any time an Indemnified Holder shall have requested
the Company to reimburse the Indemnified Holder for fees and expenses of counsel
as contemplated by the second sentence of this paragraph, the Company agrees
that it shall be liable for any settlement of any proceeding effected without
the Company's written consent if (i) such settlement is entered into more than
thirty (30) business days after receipt by the Company of the aforesaid request,
and (ii) the Company shall not have reimbursed the Indemnified Holder in
accordance with such request or contested the reasonableness of such fees and
expenses prior to the date of such settlement. The Company shall not, without
the prior written consent of the Indemnified Holder (which consent shall not be
unreasonably withheld), settle, compromise or consent to the entry of judgment
in or otherwise seek to terminate any pending or threatened action, claim,
litigation or proceeding in respect of which indemnification or contribution may
be sought hereunder by such (whether or not any Indemnified Holder is a party
thereto), unless such settlement, compromise, consent or termination includes an
unconditional release of such Indemnified Holder from all liability arising out
of such action, claim, litigation or proceeding.

     (b) Each Holder of Transfer Restricted Securities agrees, severally and not
jointly, to indemnify and hold harmless the Company, any person controlling
(within the meaning of Section 15 of the Act or Section 20 of the Exchange Act)
the Company, and the officers, directors, partners, employees, representatives
and agents of each such person (the "the Company Indemnified Parties"), to the
same extent as the foregoing indemnity from the Company to each of the
Indemnified Holders, but only with respect to claims and actions based on
information relating to such Holder furnished in writing by such Holder
expressly for use in any Registration Statement; provided however, that in no
case shall any Holder be liable or responsible for any amount in excess of the
amount by which the total received by such Holder with respect to its sale of
Transfer Restricted Securities pursuant to a Registration Statement exceeds (i)
the amount paid by such Holder for such Transfer Restricted Securities and (ii)
the amount of any damages which such Holder has otherwise been required to pay
by reason of such untrue or alleged untrue statement or omission or alleged
omission. In case any action shall be brought against any the Company
Indemnified Party in respect of which indemnity may be sought against a Holder
of Transfer Restricted Securities, such Holder shall have the rights and duties
given the Company, and the Company Indemnified Parties shall have the rights and
duties given to each Holder by the preceding paragraph.

     (c) If the indemnification provided for in this Section 8 is unavailable to
an indemnified party in respect of any losses, claims, damages, liabilities,
judgments, actions or expenses referred to therein, then each indemnifying
party, in lieu of indemnifying such indemnified party, shall contribute to the
amount paid or payable by such indemnified party as a result of such losses,
claims, damages, liabilities, judgments, actions or expenses (i) in such
proportion as is appropriate to reflect the relative benefits received by the
indemnifying party (or parties, as applicable), on the one hand, and the
indemnified party (or parties, as applicable), on the other hand, from the
initial placement and the sale of Transfer Restricted Securities pursuant to the
applicable Registration Statement or (ii) if such allocation provided by clause
(i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the indemnifying party (or parties, as
applicable), and of the indemnified party (or parties, as applicable), as well
as any other relevant equitable considerations. The relative benefits received
by the Company shall be deemed to be equal to the


                                       18
<PAGE>   20

total proceeds from the initial placement (net of the Initial Purchaser's
commissions, but before deducting expenses) as set forth on the cover page of
the Offering Memorandum. The relative benefits of the Initial Purchaser shall be
deemed to be equal to the total purchase discounts and commissions as set forth
on the cover page of the Offering Memorandum and benefits received by any other
Indemnified Holders shall be deemed to be equal to the total proceeds received
by such Holder upon its sale of Preferred Stock . The relative fault of the
Company, on the one hand, and the Indemnified Holders, on the other hand, 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 related to information supplied by either of the Company on the
one hand, or by the Indemnified Holders, on the other hand, and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.

     The Company, the Initial Purchaser and each Holder of Transfer Restricted
Securities agree that it would not be just and equitable if contribution
pursuant to this Section 8(c) were determined by pro rata allocation or by any
other method of allocation which does not take account of the equitable
considerations referred to in the immediately preceding paragraph. The amount
paid or payable by an indemnified party as a result of the losses, claims,
damages, liabilities, judgments, actions or expenses referred to in the
immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this Section 8, the Initial
Purchaser (and such Initial Purchaser's related Indemnified Holders), shall not
be required to contribute, in the aggregate, any amount in excess of the amount
equal to (A) the amount of the total purchase discounts and commissions
applicable to such Transfer Restricted Securities less (B) any amount paid or
contributed by the Initial Purchaser under the Purchase Agreement; nor shall any
Holder or its related Indemnified Holders be required to contribute, in the
aggregate, any amount in excess of the amount by which the total received by
such Holder with respect to the sale of its Transfer Restricted Securities
pursuant to a Registration Statement exceeds the sum of (A) the amount paid by
such Holder for such Transfer Restricted Securities plus (B) the amount of any
damages which such Holder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. 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.

     The indemnity and contribution agreements of the Company contained in this
Section 8 are in addition to any liability or obligation which the Company may
otherwise have to the Indemnified Holders. The obligations of the Initial
Purchaser, any Holder, Underwriter or agent thereof contemplated by this Section
8 shall be in addition to any liability which the respective Initial Purchaser,
Holder or Underwriter (or agent thereof) may otherwise have and shall extend
upon the same terms and conditions to each officer and director of the Company
and to each person, if any, who controls the Company within the meaning of the
Act.

9.   RULE 144A

     The Company hereby agrees with each Holder, for so long as any Transfer
Restricted Securities remain outstanding and during any period in which the
Company is not subject to Section 13 or 15(d) of the Securities Exchange Act, to
make available, upon request of any Holder of Transfer Restricted Securities, to
any Holder or beneficial owner of Transfer Restricted Securities in connection
with any sale thereof and any prospective purchaser of such Transfer Restricted
Securities designated by such Holder or beneficial owner, the information
required by Rule 144A(d)(4) under the Act in order to permit resales of such
Transfer Restricted Securities pursuant to Rule 144A.

10.  UNDERWRITTEN REGISTRATIONS



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<PAGE>   21

     No Holder may participate in any Underwritten Registration hereunder unless
such Holder (a) agrees to sell such Holder's Transfer Restricted Securities on
the basis provided in customary underwriting arrangements entered into in
connection therewith and (b) completes and executes all reasonable
questionnaires, powers of attorney, lock-up letters and other documents required
under the terms of such underwriting arrangements.

11.  SELECTION OF UNDERWRITERS

     For any Underwritten Offering of Transfer Restricted Securities, the
investment banker or investment bankers and manager or managers for any
Underwritten Offering, that will administer such offering will be selected by
the Holders of a majority in aggregate principal amount of the Transfer
Restricted Securities included in such offering provided, however, that such
investment bankers and managers must be reasonably satisfactory to the Company.
Such investment bankers and managers are referred to herein as the
"underwriters."

12.  MISCELLANEOUS

     (a) Remedies. The Company agrees that monetary damages would not be
adequate compensation for any loss incurred by reason of a breach by them of the
provisions of this Agreement and hereby agree to waive the defense in any action
for specific performance that a remedy at law would be adequate.

     (b) No Inconsistent Agreements. The Company will not, on or after the date
of this Agreement, enter into any agreement with respect to its securities that
is inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof. The Company has not previously
entered into any agreement granting any registration rights with respect to its
securities to any Person. The rights granted to the Holders hereunder do not in
any way conflict with and are not inconsistent with the rights granted to the
holders of the Company's securities under any agreement in effect on the date
hereof.

     (c) Adjustments Affecting the Preferred Stock or Exchange, Debentures. The
Company will not take any action, or voluntarily permit any change to occur,
with respect to the Preferred Stock or Exchange Debentures that would materially
and adversely affect the ability of the Holders to Consummate any Exchange
Offer.

     (d) Amendments and Waivers. The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to or departures from
the provisions hereof may not be given unless (i) in the case of Section 5
hereof and this Section 12(d)(i), the Company has obtained the written consent
of the Holders of all outstanding Transfer Restricted Securities and (ii) in the
case of all other provisions hereof, the Company has obtained the written
consent of Holders of a majority of the outstanding principal amount of Transfer
Restricted Securities. Notwithstanding the foregoing, a waiver or consent to
departure from the provisions hereof that relates exclusively to the rights of
Holders whose securities are being tendered pursuant to the Exchange Offer and
that does not affect directly or indirectly the rights of other Holders whose
securities are not being tendered pursuant to such Exchange Offer may be given
by the Holders of a majority of the outstanding principal amount of Transfer
Restricted Securities subject to such Exchange Offer.



                                       20
<PAGE>   22

     (e) Notices. All notices and other communications provided for or permitted
hereunder shall be made in writing by hand-delivery, first-class mail
(registered or certified, return receipt requested), telex, telecopier, or air
courier guaranteeing overnight delivery:

          (i) if to a Holder, at the address set forth on the records of the
     Registrar under the Indenture, with a copy to the Registrar under the
     Indenture;

                           With a copy to:

                                    Latham & Watkins
                                    885 Third Avenue
                                    New York, New York 10022
                                    Telecopier No.: (212) 751-4864
                                    Attention: Philip E. Coviello, Jr.


          (ii) if to the Company:

                                    Nebco Evans Holding Company
                                    545 Steamboat Road
                                    Greenwich, Connecticut 06830
                                    Telecopier No.: (203) 661-5756
                                    Attention:  Diane Moog

                           With a copy to:

                                    Wachtell, Lipton, Rosen & Katz
                                    51 West 52nd Street
                                    New York, New York 10019
                                    Telecopier No.: (212) 403-2000
                                    Attention:  Adam O. Emmerich

     All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; when receipt
acknowledged, if telecopied; and on the next business day, if timely delivered
to an air courier guaranteeing overnight delivery.

     Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee at the
address specified in the Indenture.

     (f) Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties, including
without limitation and without the need for an express assignment, subsequent
Holders of Transfer Restricted Securities; provided, however, that this
Agreement shall not inure to the benefit of or be binding upon a successor or
assign of a Holder unless and to the extent such successor or assign acquired
Transfer Restricted Securities directly from such Holder at a time when such
Holder could not transfer such Transfer Restricted Securities pursuant to a
Shelf


                                       21
<PAGE>   23

Registration Statement. Each Holder of Transfer Restricted Securities agrees to
be bound by and comply with the terms and provisions of this Agreement.

     (g) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

     (h) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

     (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, AS APPLIED TO
CONTRACTS MADE AND PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK WITHOUT
REGARD TO THE CONFLICT OF LAW RULES.

     (j) Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.

     (k) Entire Agreement. This Agreement is intended by the parties as a final
expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the registration rights granted with respect to the Transfer
Restricted Securities. This Agreement supersedes all prior agreements and
understandings among the parties with respect to such subject matter.

                            [signature page follows]


                                       22
<PAGE>   24

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.

\
                                        NEBCO EVANS HOLDING COMPANY

                                        By:  _______________________________
                                             Name:
                                             Title:




DONALDSON, LUFKIN & JENRETTE
  SECURITIES CORPORATION


         By:  _________________________
              Name:
              Title:



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