<PAGE>   1
                                                                     Exhibit 3.1
                                                                         1-25-96

                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                           NEBCO EVANS HOLDING COMPANY

                                    ARTICLE I

            The name of the corporation (which is hereinafter referred to as the
"Corporation") is:

                           NEBCO EVANS HOLDING COMPANY

                                   ARTICLE II

            The address of the Corporation's registered office in the State of
Delaware is The Corporation Trust Center, 1209 Orange Street in the City of
Wilmington, County of New Castle. The name of the Corporation's registered agent
at such address is The Corporation Trust Company.

                                   ARTICLE III

            The purpose of the Corporation shall be to engage in any lawful act
or activity for which corporations may be organized and incorporated under the
General Corporation Law of the State of Delaware.

                                   ARTICLE IV

            Section 1. Capital Stock. The aggregate number of shares of all
classes of capital stock which the Corporation
<PAGE>   2

has authority to issue is 55,000 shares divided into three classes as follows:

            30,000 shares of Class A Voting Common Stock of the par value of
            $0.01 per share ("Voting Common");

            20,000 shares of Class B Non-Voting Common Stock of the par value of
            $0.01 per share ("Non-Voting Common");

            5,000 shares of Preferred Stock of the par value of $0.01 per share
            ("Preferred Stock").

      Section 2. Common Stock.


            (a) Rights Generally. Except as provided herein, all shares of Class
            A Common Stock ("Voting Common") and Class B Non-Voting Common Stock
            ("Non-Voting Common") (together, "Common Stock") will be identical
            and entitle the holders thereof to the same rights and privileges
            including, without limitation, with respect to dividends and
            liquidation.

            (b) Voting. Except as otherwise required by law or by the resolution
            or resolutions adopted by the Board designating the rights, powers
            and preferences of any series of Preferred Stock, the holders of
            Voting Common will have the exclusive right to vote


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            for directors and for all other purposes and will be entitled to one
            vote per share on all matters to be voted on by the stockholders of
            the Corporation and the holders of Non-Voting Common will have no
            right to vote on any matters to be voted on by the stockholders of
            the Corporation.

            (c) Conversion. Shares of Non-Voting Common shall be convertible at
            the option of the holder thereof into one fully paid and
            non-assessable share of Voting Common if (A) the holder at the time
            of such conversion is a person other than DLJ International
            Partners, C.V. or any limited partner thereof or (B) the holder, if
            DLJ International Partners, C.V. or any limited partner thereof is
            the holder, does not beneficially own any of the 12.5% Senior
            Secured Notes due 2006 of the Company issued pursuant to that
            certain Indenture dated as of January ___, 1996, by and between the
            Company and IBJ Schroder Bank & Trust Company, or any successor, as
            trustee (the "Notes"), or all the Notes that were owned by such
            holder have been redeemed or repaid in full.

                  Each conversion of shares of Non-Voting Common into shares of
                  Voting Common will be effected


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                  by the surrender of the certificate or certificates
                  representing the shares to be converted at the principal
                  office of the Corporation at any time during normal business
                  hours, together with a written notice by the holder of such
                  shares of Non-Voting Common stating that such holder desires
                  to convert the shares, or a stated number of the shares, of
                  Non-Voting Common represented by such certificate or
                  certificates into shares of Voting Common. Such notice shall
                  also state the name or names (with addresses) and
                  denominations in which the certificate or certificates for
                  such Voting Common are to be issued. Such conversion will be
                  deemed to have been effected as of the close of business on
                  the date on which such certificate or certificates have been
                  surrendered and such notice has been received, and at such
                  time the rights of the holder of the converted shares of
                  Non-Voting Common as such holder will cease and the person or
                  persons in whose name or names the certificate or certificates
                  for such shares of Voting Common are to be issued upon such
                  conversion will be deemed to have become the


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                  holder or holders of record of the shares of Voting Common
                  represented thereby.

                  Promptly after such surrender and the receipt of such written
                  notice, the Corporation will issue and deliver in accordance
                  with the surrendering holder's instructions each of the
                  following:

                  (A)   the certificate or certificates representing the shares
                        of Voting Common issuable upon such conversion; and

                  (B)   a certificate representing any shares of Non-Voting
                        Common which were represented by the certificate or
                        certificates delivered to the Corporation in connection
                        with such conversion but which were not converted into
                        shares of Voting Common.

      (d) Subdivision or Combination. If the Corporation in any manner
      subdivides or combines the outstanding shares of one class of Common
      Stock, the outstanding shares of the other class of Common Stock will be
      proportionately subdivided or combined.


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      (e) Liquidation, Dissolution, Mergers, etc. In the event of any
      liquidation, dissolution or winding up (either voluntary or involuntary)
      of the Corporation, the holders of Voting Common Stock and the holders of
      Non-Voting Common Stock shall be entitled to receive the assets and funds
      of the Corporation available for distribution, after payments to creditors
      and to the holders of any Preferred Stock of the Corporation that may at
      the time be outstanding, in proportion to the number of shares held by
      them, respectively, without regard to class. In the event of any corporate
      merger, consolidation, purchase or acquisition of property or stock, or
      other reorganization in which any consideration is to be received by the
      holders of Voting Common Stock or the holders of Non-Voting Common Stock,
      the holders of Voting Common Stock and the holders of Non-Voting Common
      Stock shall receive the same consideration on a per share basis.

            (f) Reservation of Shares. The Corporation shall at all times
      reserve from its authorized Voting Common a sufficient number of shares to
      provide for conversion of all Non-Voting Common from time to time
      outstanding. If the Voting Common issuable upon conversion of the
      Non-Voting Common is listed on any national securities exchange or
      automated quotation system of NASD; the Corporation will cause within 60
      days of any such conversion, all shares


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<PAGE>   7

      reserved for such conversion to be listed on such exchange or automated
      quotation system, subject to official notice of issuance upon such
      conversion.

      Section 3. Preferred Stock. Shares of Preferred Stock may be issued from
time to time in one or more series. The Board of Directors of the Corporation is
hereby authorized to fix the voting rights, if any, designations, powers,
preferences and the relative, participation, optional or other rights, if any,
and the qualifications, limitations or restrictions thereof, of any unissued
series of Preferred Stock; and to fix the number of shares constituting such
series, and to increase or decrease the number or shares of any such series (but
not below the number of shares thereof then outstanding).

                                    ARTICLE V

            Unless and except to the extent that the By-Laws of the Corporation
shall so require, the election of directors of the Corporation need not be by
written ballot.

                                   ARTICLE VI

            In furtherance and not in limitation of the powers conferred by law,
the Board of Directors of the Corporation may make, alter and repeal the By-Laws
of the Corporation as provided therein.


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                                  ARTICLE VII

            The Corporation reserves the right at any time from time to time to
amend, alter, change or repeal any provision contained in this Certificate of
Incorporation, and any other provisions authorized by the laws of the State of
Delaware at the time in force may be added or inserted, in the manner now or
hereafter prescribed by law; and all rights, preferences and privileges of
whatsoever nature conferred upon stockholders, directors or any other persons
whomsoever by and pursuant to this Certificate of Incorporation in its present
form or as hereafter amended are granted subject to the right reserved in this
Article.

                                  ARTICLE VIII

            Section 1. Elimination of Certain Liability of Directors. A director
of the Corporation shall not be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the General Corporation Law of the State


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of Delaware, or (iv) for any transaction from which the director derived an
improper personal benefit.

            Section 2. Indemnification and Insurance.

            (a) Right to Indemnification. Each person who was or is made a party
or is threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director or officer
of the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding is alleged action
in an official capacity as a director, officer, employee or agent or in any
other capacity while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the General Corporation Law of the State of Delaware, as the same
exists or may hereafter be amended (but, in the case of any such amendment, only
to the extent that such amendment permits the Corporation to provide broader
indemnification rights than said


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<PAGE>   10

law permitted the Corporation to provide prior to such amendment), against all
expense, liability and loss (including attorneys' fees, judgments, fines,
amounts paid or to be paid in settlement, and excise taxes or penalties arising
under the Employee Retirement Income Security Act of 1974) reasonably incurred
or suffered by such person in connection therewith and such indemnification
shall continue as to a person who has ceased to be a director, officer, employee
or agent and shall inure to the benefit of his or her heirs, executors and
administrators; provided, however, that, except as provided in paragraph (b)
hereof, the Corporation shall indemnify any such person seeking indemnification
in connection with a proceeding (or part thereof) initiated by such person only
if such proceeding (or part thereof) was authorized by the Board. The right to
indemnification conferred in this Section shall be a contract right and shall
include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition; provided,
however, that, if the General Corporation Law of the State of Delaware requires,
the payment of such expenses incurred by a director or officer in his or her
capacity as a director or officer (and not in any other capacity in which
service was or is rendered by such person while a director or officer,
including, without limitation, service


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to an employee benefit plan) in advance of the final disposition of a
proceeding, shall be made only upon delivery to the Corporation of an
undertaking, by or on behalf of such director or officer, to repay all amounts
so advanced if it shall ultimately be determined that such director or officer
is not entitled to be indemnified under this Section or otherwise. The
Corporation may, by action of the Board, provide indemnification to employees
and agents of the Corporation with the same scope and effect as the foregoing
indemnification of directors and officers.

            (b) Right of Claimant to Bring Suit. If a claim under paragraph (a)
of this Section is not paid in full by the Corporation within thirty days after
a written claim has been received by the Corporation, the claimant may at any
time thereafter bring suit against the Corporation to recover the unpaid amount
of the claim and, if successful in whole or in part, the claimant shall be
entitled to be paid also the expense of prosecuting such claim. It shall be a
defense to any such action (other than an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any is required, has been
tendered to the Corporation) that the claimant has not met the standards of
conduct which make it permissible under the General Corporation Law of the State
of Delaware for the Corporation to indemnify the


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<PAGE>   12

claimant for the amount claimed, but the burden of proving such defense shall be
on the Corporation. Neither the failure of the Corporation (including its Board,
independent legal counsel, or its stockholders) to have made a determination
prior to the commencement of such action that indemnification of the claimant is
proper in the circumstances because he or she has met the applicable standard of
conduct set forth in the General Corporation Law of the State of Delaware, nor
an actual determination by the Corporation (including its Board, independent
legal counsel, or its stockholders) that the claimant has not met such
applicable standard of conduct, shall be a defense to the action or create a
presumption that the claimant has not met the applicable standard of conduct.

            (c) Non-Exclusivity of Rights. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Section shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute, provision of
the Certificate of Incorporation, By-law, agreement, vote of stockholders or
disinterested directors or otherwise.

            (d) Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any director,


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<PAGE>   13

officer, employee or agent of the Corporation or another corporation,
partnership, joint venture, trust or other enterprise against any such expense,
liability or loss, whether or not the Corporation would have the power to
indemnify such person against such expense, liability or loss under the General
Corporation Law of the State of Delaware.


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<PAGE>   14
                           NEBCO EVANS HOLDING COMPANY

                         -------------------------------

                           CERTIFICATE OF DESIGNATION

                     Pursuant to Section 151 of the General
                    Corporation Law of the State of Delaware
                         -------------------------------


                      8% Senior Convertible Preferred Stock

                         -------------------------------

                  The undersigned, A. Petter Ostberg, Secretary of Nebco Evans
Holding Company, a Delaware corporation (the "Corporation"), DOES HEREBY
CERTIFY that the following resolution has been duly adopted by the Board of
Directors of the Corporation:

                  RESOLVED, that pursuant to the authority expressly granted to
and vested in the Board of Directors of the Corporation (the "Board of
Directors") by the provisions of the Certificate of Incorporation of the
Corporation (the "Certificate of Incorporation"), there hereby is created, out
of the shares of Preferred Stock of the Corporation authorized in Article IV of
the Certificate of Incorporation (the "Preferred Stock"), a series of the
Preferred Stock of the Corporation consisting of 300 shares, which series shall
have the following powers, designations, preferences and relative,
participating, optional and other rights, and the following qualifications,
limitations and restrictions (in addition to the powers, designations,
preferences and relative, participating, optional and other rights, and the
qualifications, limitations and restrictions, set forth in the Certificate of
Incorporation which are applicable to the Preferred Stock):

<PAGE>   15
                           1. Designation and Amount. This series of Preferred
         Stock shall be 8% Senior Convertible Preferred Stock (the "Senior
         Convertible Preferred"), and the authorized number of shares
         constituting such series shall be 300. The liquidation preference of
         the Convertible Preferred shall be $10,000 per share, plus any
         accumulated and unpaid dividends as required pursuant to Section 3
         hereof.

                           2. Dividends. The holders of record of shares of
         Senior Convertible Preferred shall be entitled to receive when and as
         declared by the Board of Directors out of funds legally available
         therefor, cash dividends at the rate of $800 per share per annum,


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<PAGE>   16
         accruing and earned monthly, payable annually on January 15, in
         preference to and in priority over dividends upon the common stock or
         any other preferred stock of the Corporation (collectively, the "Junior
         Stock"). Dividends on each share of Senior Convertible Preferred shall
         accumulate, whether or not declared, from the date of its issuance. The
         holders of shares of Senior Convertible Preferred shall not be entitled
         to any dividends other than the cash dividend provided for in this
         Section 2. During any period when the Corporation has failed to pay a
         dividend on the Senior Convertible Preferred for any preceding annual
         period and until all unpaid dividends payable, whether or not declared,
         on the outstanding Senior Convertible Preferred shall have been paid in
         full or declared and set apart for payment, the Corporation shall not:
         (i) declare or pay dividends, or make any other distributions, on any
         shares of Junior Stock, other than dividends or distributions payable
         in Junior Stock, or (ii) redeem, purchase or otherwise acquire for
         consideration any shares of Junior Stock, other than redemptions,
         purchases or other acquisitions of shares of Junior Stock in exchange
         for any shares of Junior Stock.

                           3. Liquidation. In the event of a liquidation,
         dissolution or winding up of the Corporation, the holders of shares of
         Senior Convertible Preferred shall be entitled to receive out of the
         assets of the Corporation an amount in cash equal to $10,000.00 per
         share, plus any accumulated and unpaid dividends thereon to the date
         fixed for distribution, in preference to and in priority over any such
         distribution upon shares of Junior Stock.

                           4. Conversion. Holders of shares of Senior
         Convertible Preferred shall, after giving notice to the Corporation as
         required pursuant to this Section 4, be entitled to convert each such
         share into 0.8766 (the "Conversion Ratio") of a share of Class A Common
         Stock of the Corporation, par value $0.01 per share (the "Common
         Stock") (i) in the event of an initial registered public offering of
         the shares of Common Stock (an "IPO"), (ii) in the event of the
         acquisition of a majority of the outstanding shares of


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         Common Stock by a person or entity other than (a) Nebco Evans
         Distributors, Inc. ("Distributors"), (b) a person or entity that
         directly, or indirectly through one or more intermediaries, controls,
         or is controlled by, or is under common control with, Distributors or
         the Corporation (an "Affiliate") or (c) a successor or assign of
         Distributors or an Affiliate (any of (a) through (c), a "Sale," and,
         together with an IPO, an "Extraordinary Transaction"), or (iii) on
         January 15, 2004. If as of the date of the conversion there are any
         accrued but unpaid dividends on the outstanding Senior Convertible
         Preferred (including any monthly dividends that have accrued for the
         current annual period but are not otherwise payable until the end of
         the annual period), such dividends shall be paid in full to the holders
         of the Senior Convertible Preferred as of the date of Conversion. A
         holder of shares of Senior Convertible Preferred wishing to effect a
         conversion pursuant to Section 4(i) or 4(ii) hereof shall give notice
         to the Corporation of such holder's decision to exercise the conversion
         rights (a "Conversion Notice") at least twenty (20) days prior to the
         date on which the relevant Extraordinary Transaction is scheduled to
         occur, as set forth in the Corporation Notice issued pursuant to
         Section 9 hereof (such date, the "Announced Transaction Date"), unless
         such holder receives such Corporation Notice fewer than twenty-five
         (25) days prior to the Announced Transaction Date, in which case the
         Conversion Notice must be received by the Corporation at the earlier of
         (A) the day which is 5 days after the date on which such holder
         received the Corporation Notice or (B) 10 a.m. New York City time on
         the day before the Announced Transaction Date. Any conversion effected
         pursuant to Section 4(i) or 4(ii) hereof shall occur simultaneously
         with the consummation of the relevant Extraordinary Transaction,
         provided that in the event such Extraordinary Transaction does not
         occur within 120 days of the Announced Transaction Date, the holder of
         shares who issued the Conversion Notice shall have the right to rescind
         such notice by notification to the Corporation to that effect. Any
         Conversion effected pursuant to Section 4(iii) shall occur at 5 p.m.
         New York City time on January 15, 2004.

                           In the event of a stock split or a declaration of a
         dividend payable in the common shares of the Corporation, the
         Conversion Ratio shall be equitably adjusted, but no adjustment shall
         be required in the event additional common shares of the Corporation
         are issued due to the exercise of stock options, warrants or pursuant
         to other arrangements or sales to third parties, other than as set
         forth below. In case the Corporation shall issue Common Stock (or
         options, rights or warrants to purchase shares of Common Stock)
         (collectively, "Options") or other securities convertible into or
         exchangeable or exercisable for shares of Common Stock (such other
         securities, collectively, "Convertible Securities") at a price per
         share (or having an effective exercise, exchange or conversion price
         per share together with the purchase price thereof) less than the Fair
         Market Value (as defined below) on the date such Common Stock (or
         Options or Convertible Securities) is sold or issued (provided that no
         sale of securities pursuant to an Extraordinary Transaction or any
         underwritten public offering shall be deemed to be for less than Fair
         Market Value), then in each such case the Conversion Ratio shall
         thereafter be adjusted by multiplying the Conversion Ratio immediately
         prior to the date of issuance of such Common Stock (or Options or
         Convertible Securities) by a fraction, the numerator of which shall


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<PAGE>   18
         be (x) the sum of (i) the number of shares of Common Stock on a fully
         diluted basis ("Common Share Equivalents") represented by all
         securities outstanding immediately prior to such issuance and (ii) the
         number of additional Common Share Equivalents represented by all
         securities so issued multiplied by (y) the Fair Market Value
         immediately prior to the date of such issuance, and the denominator of
         which shall be (x) the product of (A) the Fair Market Value immediately
         prior to the date of such issuance and (B) the number of Common Share
         Equivalents represented by all securities outstanding immediately prior
         to such issuance plus (y) the aggregate consideration received by the
         Corporation for the total number of securities so issued plus, (z) in
         the case of Options or Convertible Securities, the additional
         consideration required to be received by the Corporation upon the
         exercise, exchange or conversion of such securities; provided that no
         adjustment shall be required in respect of issuance of Common Stock (or
         options to purchase Common Stock) pursuant to stock option or other
         employee benefit plans in effect on the date hereof, or approved by the
         Board of Directors of the Corporation after the date hereof; provided
         further that in the event that issuances of Common Stock (or options to
         purchase Common Stock) after the date hereof pursuant to stock option
         or other employee benefit plans approved by the Board of Directors of
         the Corporation after the date hereof exceed in the aggregate eight (8)
         percent of the total Common Share Equivalents represented by all
         securities outstanding immediately subsequent to the issuance of the
         Senior Convertible Preferred (the "8 Percent Mark"), the Conversion
         Ratio shall be adjusted according to the formula set forth in Section 4
         hereof for any such issuance in excess of the 8 Percent Mark.
         Notwithstanding anything herein to the contrary, (1) no further
         adjustment to the Conversion Ratio shall be made upon the issuance or
         sale of Common Stock pursuant to (x) the exercise of any Options or (y)
         the conversion or exchange of any Convertible Securities, if in each
         case the adjustment in the Conversion Ratio was made as required hereby
         upon the issuance or sale of such Options or Convertible Securities or
         no adjustment was required hereby at the time such Option or
         Convertible Security was issued, (2) no adjustment to the Conversion
         Ratio shall be made upon the issuance or sale of Common Stock upon the
         exercise of any Options existing on the date hereof, without regard to
         the exercise price thereof; and (3) no adjustment to the Conversion
         Ratio shall be made upon the issuance or sale of Common Stock (or
         Options or Convertible Securities) to any Person or group that, at the
         time of such issuance or sale, is not (A) an Affiliate or (B) a holder,
         directly or indirectly, of at least five percent (5%) of the
         outstanding equity securities of the Corporation, provided that this
         clause (B) shall be of no force or effect from and after an IPO. "Fair
         Market Value" as at any date of determination shall mean the fair
         market value of the Common Stock as determined in good faith by a
         nationally recognized firm of investment bankers reasonably acceptable
         to the Corporation and the holders of a majority of the outstanding
         shares of Senior Convertible Preferred (the fees for which shall be
         shared equally by the holders of the Senior Convertible Preferred and
         the Corporation); provided however that if, at any date of
         determination of the fair market value of the Common Stock, shares of
         Common Stock shall then be publicly traded, the fair market value shall
         be the market price of the Common Stock on such date.


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<PAGE>   19
                           The Corporation shall, so long as any share of this
         Series is outstanding, reserve and keep available out of its authorized
         and unissued common shares sufficient number of shares of Common Stock
         required to effect conversion of all shares of this Series. The number
         of shares of Common Stock into which shares of Senior Convertible
         Preferred are convertible shall be rounded to the nearest whole share.

                           5. Mandatory Redemption. On January 15, 2004 (the
         "Redemption Date"), all outstanding shares of Convertible Preferred
         shall be redeemed at a redemption price, payable in cash, equal to the
         per share liquidation preference thereof, plus, in each case, an amount
         equal to accrued and unpaid dividends thereon (whether or not earned or
         declared), if any, to the Redemption Date.

                           6. Optional Redemption. If an Extraordinary
         Transaction has occurred or is to occur, a Corporate Notice has been
         given in accordance with Section 9 hereof and a Conversion Notice has
         not been given in the required time pursuant to Section 4 hereof, then,
         at the option of the Corporation, shares of Senior Convertible
         Preferred may be redeemed at any time as a whole or in part from time
         to time, at a redemption price, payable in cash, equal to the per share
         liquidation preference thereof, plus, in each case, an amount equal to
         accrued and unpaid dividends thereon (whether or not earned or
         declared) if any, to the date fixed for redemption.

                           7. Voting Rights. No holder of shares of Senior
         Convertible Preferred shall be entitled to vote on any matters brought
         to a vote before the shareholders of the Corporation, except as
         otherwise provided herein or by the General Corporation Law of the
         State of Delaware.

                           8. Consideration for Issuance of Shares. All shares
         of Convertible Preferred shall be deemed to be fully paid and
         nonassessable upon the issuance thereof.

                           9. Notice of Holders of Certain Transactions. The
         Corporation shall cause a notice (the "Corporation Notice") to be
         mailed to the holders of record of shares of Senior Convertible
         Preferred at their respective addresses as the same shall appear on the
         books of the Corporation, in case:

                           a. The Corporation shall declare a dividend (or any
                    other distribution) on its common stock;

                           b. Of any reclassification of capital stock of the
                    Corporation or of any consolidation or merger to which the
                    Corporation is a party and for which approval of any
                    shareholders of the Corporation is required, or of the sale
                    or transfer of all or substantially all of the assets of the
                    Corporation;

                           c. Of the voluntary or involuntary dissolution,
                    liquidation or winding up of the Corporation;


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<PAGE>   20
                           d. Of an Extraordinary Transaction.

                           Such Corporation Notice shall be mailed at least
         twenty (20) days prior to the applicable record date or other date
         hereinafter referred to, and in the case of an Extraordinary
         Transaction, by the later of (i) sixty (60) days prior to the date on
         which the Extraordinary Transaction is then scheduled to occur or (ii)
         within two (2) days after such time as the Board of Directors resolves
         to pursue the Extraordinary Transaction. The Corporation Notice shall
         specify (A) the date on which a record is to be taken for the purpose
         of such dividend, redemption, distribution of rights or, if a record is
         not to be taken, the date as of which the holders of shares of common
         stock of record to be entitled to such dividend, distribution,
         redemption or rights are to be determined, (B) the date on which, in
         connection with such reclassification, consolidation, merger, sale,
         transfer, dissolution, liquidation or winding up or other Extraordinary
         Transaction, it is expected that holders of shares of common stock of
         record shall be entitled to exchange their shares of common stock for
         securities or other property deliverable upon such reclassification,
         consolidation, merger, sale, transfer, dissolution, liquidation or
         winding up, and (iii) the date on which an Extraordinary Transaction is
         scheduled to occur. Any Corporation Notice delivered in connection with
         an Extraordinary Transaction shall be accompanied by any proxy
         materials provided to holders of Common Stock at such time as such
         materials are so provided.

                           10. No Other Rights. The shares of Senior Convertible
         Preferred shall not have any relative, participating, optional or other
         special rights or powers other than as set forth above and in the
         Certificate of Incorporation.

                           11. Certificates. Each certificate for shares of
         Convertible Preferred shall bear a legend incorporating a certified
         copy of this Resolution which shall be authenticated by the President
         or Vice President of the Corporation and appended to each such
         certificate.

                           12. Senior Stock. The Corporation shall not issue or
         create Senior Stock without the consent of the holders of Senior
         Convertible Preferred.


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<PAGE>   21
                  IN WITNESS WHEREOF, the Corporation has caused this
Certificate of Designation to be signed by A. Petter Ostberg, its Secretary,
this 20th day of November, 1996.


                                        NEBCO EVANS HOLDING COMPANY



                                        By: /s/ A. Petter Ostberg
                                           ---------------------------------
                                           A. Petter Ostberg


                                      -8-
<PAGE>   22
                             CERTIFICATE OF MERGER
                                       OF
                              POST HOLDING COMPANY
                                      INTO
                          NEBCO EVANS HOLDING COMPANY

                       (UNDER SECTION 252 OF THE GENERAL
                   CORPORATION LAW OF THE STATE OF DELAWARE)

     Nebco Evans Holding Company organized and existing under and by virtue of
the General Corporation Law of the State of Delaware hereby certifies:

     First: That the name and state of incorporation of each of the constituent
corporations of the merger are as follows:

                                                              State of
         Name                                               Incorporation
         ----                                               -------------
NEBCO EVANS HOLDING COMPANY ................................  Delaware
POST HOLDING COMPANY .......................................  Colorado

     Second: That an Agreement and Plan of Merger (the "Agreement") between the
parties to the merger has been approved, adopted, certified, executed and
acknowledged by each of the constituent corporations in accordance with the
provisions of subsection (c) of Section 252 of the General Corporation Law of
the State of Delaware.

     Third: That the name of the Surviving Corporation of the merger is Nebco
Evans Holding Company, a Delaware corporation.

     Fourth: That the Restated Certificate of Incorporation of Nebco Evans
Holding Company, a Delaware corporation which is surviving the merger, shall be
the Certificate of Incorporation of the Surviving Corporation.

     Fifth: That the executed Agreement as approved is on file at the principal
place of business of the Surviving Corporation, the address of which is Nebco
Evans Holding Company, 545 Steamboat Road, Greenwich, Connecticut 06830.

<PAGE>   23
     Sixth: That a copy of the Agreement will be furnished by the Surviving
Corporation, on request and without cost, to any stockholder of any constituent
corporation to the merger.

     Seventh: That the authorized capital stock of Post Holding Company is
50,000 shares of Common Stock, no par value, of which 200 shares are issued and
outstanding, and 5,000,000 shares of Preferred Stock, par value $0.01 per
share, of which no shares are issued and outstanding.


                                      -2-
<PAGE>   24
     IN WITNESS WHEREOF, Nebco Evans Holding Company has caused this
certificate to be signed by A. Petter Ostberg, its Vice President and
Secretary, on the 20th day of November, 1996.


                                   NEBCO EVANS HOLDING COMPANY
                                        a Delaware corporation


                                   By: /s/ A. Petter Ostberg
                                       ----------------------------------------
                                       Name: A. PETTER OSTBERG
                                       Title: VP - SECRETARY



                                      -3-
<PAGE>   25
                            CERTIFICATE OF AMENDMENT

                                       OF

               AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                          NEBCO EVANS HOLDING COMPANY

                                    *******

     Nebco Evans Holding Company, a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware
incorporated on (originally incorporated as Nebco Evans Holding Company), and
the certificate of incorporation of which was originally filed on, January 19,
1996 (the "Corporation"),

     DOES HEREBY CERTIFY:

     FIRST: That by unanimous written consent of the Board of Directors of the
Corporation, resolutions were duly adopted setting forth a proposed amendment
of the Amended and Restated Certificate of Incorporation of the Corporation and
declaring said amendment to be advisable. The resolution setting forth the
proposed amendment is as follows:

          "RESOLVED, that Article IV of the Amended and Restated Certificate of
    Incorporation of the Corporation be amended to delete the first section
    thereof in its entirety and insert the following in lieu thereof:

          Section 1. CAPITAL STOCK. The aggregate number of shares of all
     classes of capital stock which the Corporation has authority to issue is
     30,050,000 shares divided into three classes as follows:

          30,000 shares of Class A Voting Common Stock of the par value of
     $0.01 per share ("Voting Common");
<PAGE>   26
               20,000 shares of Class B Non-Voting Common Stock of the par value
          of $0.01 per share ("Non-Voting Common"); and

               30,000,000 shares of Preferred Stock of the par value of $0.01
          per share ("Preferred Stock")."

          SECOND: That the first section of Article IV of the Amended and
Restated Certificate of Incorporation of the Corporation be amended to read in
its entirety as set forth in such resolution.

          THIRD: That in lieu of a meeting and vote of stockholders, the holder
of all the issued and outstanding voting stock of the Corporation has given its
written consent to said amendment and said amendment was duly adopted in
accordance with the applicable provisions of Sections 242 and 228 of the General
Corporation Law of the State of Delaware.


                                      -2-
<PAGE>   27
          IN WITNESS WHEREOF, said Nebco Evans Holding Company has caused this
certificate to be signed by Raymond G. Marshall, its President, this 11th day
of July, 1997.

                                            NEBCO EVANS HOLDING COMPANY



                                            By:  /s/ Raymond E. Marshall
                                                --------------------------------
                                                Raymond E. Marshall
                                                President

Attest:


By: /s/ A. Petter Ostberg
   ----------------------------
   A. Petter Ostberg
   Secretary



                                      -3-
<PAGE>   28
                    CERTIFICATE OF DESIGNATIONS, PREFERENCES
                    AND RELATIVE, PARTICIPATING, OPTIONAL AND
                        OTHER SPECIAL RIGHTS OF PREFERRED
                      STOCK AND QUALIFICATIONS, LIMITATIONS
                            AND RESTRICTIONS THEREOF

                                       OF

                       11-1/4% SENIOR REDEEMABLE EXCHANGEABLE
                            PREFERRED STOCK DUE 2008

                                       OF

                           NEBCO EVANS HOLDING COMPANY

                            -------------------------

                         Pursuant to Section 151 of the
                General Corporation Law of the State of Delaware

                            -------------------------

                  Nebco Evans Holdings Company (the "Company"), a corporation
organized and existing under the General Corporation Law of the State of
Delaware, certifies that pursuant to the authority contained in Article IV of
its Amended and Restated Certificate of Incorporation, as amended to date (the
"Certificate of Incorporation") and in accordance with the provisions of Section
151 of the General Corporation Law of the State of Delaware, the Board of
Directors, by unanimous written consent dated February 27, 1998 duly approved
and adopted the following resolution (this "Certificate of Designations") which
resolution remains in full force and effect on the date hereof:

                  RESOLVED, that pursuant to the authority vested in the Board
of Directors by the Amended and Restated Certificate of Incorporation, as
amended, the Board of Directors does hereby designate, create, authorize and
provide for the issue of 11-1/4% Senior Redeemable Exchangeable Preferred Stock
due 2008 (the "Preferred Stock"), par value $0.01 per share, with a liquidation
preference of $100 per share, consisting of 8,000,000 shares of Preferred Stock:
(i) 2,500,000 of which will be issued on March 6, 1998 and (ii) 5,500,000 shares
to be reserved for future issuance if the Company elects to pay dividends on the
Preferred Stock in additional shares of Preferred Stock in accordance with the
terms of the Certificate of Designations. Pursuant to the terms of the
Certificate of Designations the Corporation may exchange the Preferred Stock for
shares of new 11-1/4% Senior Redeemable Exchangeable Preferred Stock due 2008
(the "New Preferred Stock" and, together with the Preferred Stock, the
"Exchangeable Preferred Stock"), provided that no shares of the New Preferred
Stock may be issued, except upon the surrender and cancellation of such number
of shares of the Preferred Stock having an aggregate Liquidation Preference
equal to the aggregate Liquidation Preference of the shares of the New Preferred
Stock so issued. The Exchangeable Preferred Stock shall have the following
powers, preferences and relative, participating, optional and other special
rights, and qualifications, limitations and restrictions thereof as follows:
<PAGE>   29
         1.       CERTAIN DEFINITIONS

                  Unless the context otherwise requires, the terms defined in
this Section 1 shall have, for all purposes of this resolution, the meanings
herein specified (with terms defined in the singular having comparable meanings
when used in the plural).

                  "Acquired Debt" means, with respect to any specified Person,
(i) Indebtedness of any other Person existing at the time such other Person is
merged with or into or became a Subsidiary of such specified Person, including,
without limitation, Indebtedness incurred in connection with, or in
contemplation of, such other Person merging with or into or becoming a
Subsidiary of such specified Person, and (ii) Indebtedness secured by a Lien
encumbering any asset acquired by such specified Person.

                  "Affiliate" of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For purposes of this definition,
"control" (including, with correlative meanings, the terms "controlling,"
"controlled by" and "under common control with"), as used with respect to any
Person, shall mean the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of such Person,
whether through the ownership of voting securities, by agreement or otherwise.
For purposes of this Certificate of Designations, beneficial ownership of 10% or
more of the Voting Stock of a Person shall be deemed to be control.

                  "Applicable Redemption Price" means a price per share equal to
the following redemption prices specified below (expressed as percentages of the
Liquidation Preference thereof), plus, in each case, without duplication,
accumulated and unpaid dividends (including an amount in cash equal to a
prorated dividend for any partial dividend period) and Liquidated Damages, if
any, thereon to the date of redemption if redeemed during the 12-month period
commencing on March 1 of each of the years set forth below:

<TABLE>
<S>                                                   <C>
     2003...................................          105.625%
     2004...................................          103.750%
     2005 ..................................          101.875%
     2006 and thereafter....................          100.000%
</TABLE>

                  "Asset Sale" means (i) the sale, lease, conveyance or other
disposition of any assets or rights (including, without limitation, by way of a
sale and leaseback) other than sales of inventory in the ordinary course of
business consistent with past practices and other than a Receivables Transaction
(provided that the sale, lease, conveyance or other disposition of all or
substantially all of the assets of the Company and its Restricted Subsidiaries
taken as a whole will be governed by the provisions of Section 8 hereof and/or
Section 14 and not by the provisions of Section 9 hereof), and (ii) the issue or
sale by the Company or any of its Restricted Subsidiaries of Equity Interests of
any of the Company's Restricted Subsidiaries, in the case of either clause (i)
or (ii), whether in a single transaction or a series of related transactions (a)
that have a fair market value in excess of $3.0 million or (b) for net proceeds
in excess of $3.0 million.


                                       2
<PAGE>   30
Notwithstanding the foregoing: (i) a transfer of assets by the Company to a
Wholly Owned Restricted Subsidiary or by a Wholly Owned Restricted Subsidiary to
the Company or to another Wholly Owned Restricted Subsidiary, (ii) an issuance
of Equity Interests by a Wholly Owned Restricted Subsidiary to the Company or to
another Wholly Owned Restricted Subsidiary, and (iii) a Restricted Payment that
is permitted by Section 11 hereof will not be deemed to be Asset Sales.

                  "Attributable Debt" in respect of a sale and leaseback
transaction means, at the time of determination, the present value (discounted
at the rate of interest implicit in such transaction, determined in accordance
with GAAP) of the obligation of the lessee for net rental payments during the
remaining term of the lease included in such sale and leaseback transaction
(including any period for which such lease has been extended or may, at the
option of the lessor, be extended).

                  "Board of Directors" means the Board of Directors of the
Company or any authorized committee of the Board of Directors.

                  "Business Day" means any day other than a Legal Holiday.

                  "Capital Lease Obligation" means, at the time any
determination thereof is to be made, the amount of the liability in respect of a
capital lease that would at such time be required to be capitalized on a balance
sheet in accordance with GAAP.

                  "Capital Stock" means (i) in the case of a corporation,
corporate stock, (ii) in the case of an association or business entity, any and
all shares, interests, participations, rights or other equivalents (however
designated) of corporate stock, (iii) in the case of a partnership, partnership
interests (whether general or limited) and (iv) any other interest or
participation that confers on a Person the right to receive a share of the
profits and losses of, or distributions of assets of, the issuing Person.

                  "Cash Equivalents" means (i) United States dollars, (ii)
securities issued or directly and fully guaranteed or insured by the United
States government or any agency or instrumentality thereof having maturities of
not more than one year from the date of acquisition, (iii) certificates of
deposit and eurodollar time deposits with maturities of six months or less from
the date of acquisition, bankers' acceptances with maturities not exceeding six
months and overnight bank deposits, in each case, with any domestic commercial
bank having capital and surplus in excess of $500 million and a Thompson Bank
Watch Rating of "B" or better, (iv) repurchase obligations with a term of not
more than seven days or on demand for underlying securities of the types
described in clauses (ii) and (iii) above entered into with any financial
institution meeting the qualifications specified in clause (iii) above and (v)
commercial paper having the highest rating at acquisition obtainable from
Moody's Investors Service, Inc. or Standard & Poor's Corporation and in each
case maturing within six months after the date of acquisition and (vi)
securities quoted by the Nasdaq National Market or listed on a United States,
Canadian or Western European national securities exchange.


                                       3
<PAGE>   31
                  "Certificated Securities" has the meaning set forth in Section
25 below.

                  "Change of Control" means the occurrence of any of the
following: (i) the sale, lease, transfer, conveyance or other disposition (other
than by way of merger or consolidation), in one or a series of related
transactions, of all or substantially all of the assets of the Company and its
Subsidiaries taken as a whole to any "person" (as such term is used in Section
13(d)(3) of the Exchange Act) other than the Principals or their Related Parties
(as defined below), (ii) the adoption of a plan relating to the liquidation or
dissolution of the Company, (iii) the consummation of any transaction
(including, without limitation, any merger or consolidation) the result of which
is that any "person" (as defined above), other than the Principals and their
Related Parties, becomes the "beneficial owner" (as such term is defined in Rule
13d-3 and Rule 13d-5 under the Exchange Act, except that a person shall be
deemed to have "beneficial ownership" of all securities that such person has the
right to acquire, whether such right is currently exercisable or is exercisable
only upon the occurrence of a subsequent condition), directly or indirectly, of
more than 50% of the Voting Stock of the Company (measured by voting power
rather than number of shares), (iv) the first day on which a majority of the
members of the Board of Directors of the Company are not Continuing Directors or
(v) the Company consolidates with, or merges with or into, any Person or sells,
assigns, conveys, transfers, leases or otherwise disposes of all or
substantially all of its assets to any Person, or any Person consolidates with,
or merges with or into, the Company, in any such event pursuant to a transaction
in which any of the outstanding Voting Stock of the Company is converted into or
exchanged for cash, securities or other property, other than any such
transaction where the Voting Stock of the Company outstanding immediately prior
to such transaction is converted into or exchanged for Voting Stock (other than
Disqualified Stock) of the surviving or transferee Person constituting a
majority of the outstanding shares of such Voting Stock of such surviving or
transferee Person (immediately after giving effect to such issuance).

                  "Change of Control Offer" has the meaning set forth in Section
8 below.

                  "Change of Control Payment" has the meaning set forth in
Section 8 below.

                  "Change of Control Payment Date" has the meaning set forth in
Section 8 below.

                  "Common Stock" of any Person means Capital Stock of such
Person that does not rank prior, as to the payment of dividends or as to the
distribution of assets upon any voluntary or involuntary liquidation,
dissolution or winding up of such Person, to shares of Capital Stock of any
other class of such Person.

                  "Closing Date" means the date on which shares of Preferred
Stock are first issued.

                  "Commission" means the Securities and Exchange Commission.


                                       4
<PAGE>   32
                  "Consolidated Cash Flow" means, with respect to any Person for
any period, the Consolidated Net Income of such Person for such period plus (i)
an amount equal to any extraordinary loss plus any net loss realized in
connection with an Asset Sale (to the extent such losses were deducted in
computing such Consolidated Net Income), plus (ii) provision for taxes based on
income or profits of such Person and its Subsidiaries for such period, to the
extent that such provision for taxes was included in computing such Consolidated
Net Income, plus (iii) consolidated interest expense of such Person and its
Subsidiaries for such period, whether paid or accrued and whether or not
capitalized (including, without limitation, amortization of debt issuance costs
and original issue discount, non-cash interest payments, the interest component
of any deferred payment obligations, the interest component of all payments
associated with Capital Lease Obligations, commissions, discounts and other fees
and charges incurred in respect of letter of credit or bankers' acceptance
financings, and net payments (if any) pursuant to Hedging Obligations), to the
extent that any such expense was deducted in computing such Consolidated Net
Income, plus (iv) depreciation, amortization (including amortization of goodwill
and other intangibles but excluding amortization of prepaid cash expenses that
were paid in a prior period) and other non-cash expenses (excluding any such
non-cash expense to the extent that it represents an accrual of or reserve for
cash expenses in any future period or amortization of a prepaid cash expense
that was paid in a prior period) of such Person and its Subsidiaries for such
period to the extent that such depreciation, amortization and other non-cash
expenses were deducted in computing such Consolidated Net Income, plus (v)
projected quantifiable improvements in operating results (on an annualized
basis) due to cost reductions calculated in good faith by the Company or one of
its Restricted Subsidiaries, as evidenced by (A) in the case of cost reductions
of less than $10.0 million, an Officers' Certificate delivered to the Trustee
and (B) in the case of cost reductions of $10.0 million or more, a resolution of
the Board of Directors set forth in an Officers' Certificate delivered to the
Trustee, minus (vi) non-cash items increasing such Consolidated Net Income for
such period. Notwithstanding the foregoing, the provision for taxes on the
income or profits of, and the depreciation and amortization and other non-cash
charges of, a Subsidiary of the referent Person shall be added to Consolidated
Net Income to compute Consolidated Cash Flow only to the extent that a
corresponding amount would be permitted at the date of determination to be
dividended to the Company by such Subsidiary without prior governmental approval
(that has not been obtained), and without direct or indirect restriction
pursuant to the terms of its charter and all agreements, instruments, judgments,
decrees, orders, statutes, rules and governmental regulations applicable to that
Subsidiary or its stockholders.

                  "Consolidated Net Income" means, with respect to any Person
for any period, the aggregate of the Net Income of such Person and its
Restricted Subsidiaries for such period, on a consolidated basis, determined in
accordance with GAAP; provided that (i) the Net Income (but not loss) of any
Person that is not a Restricted Subsidiary or that is accounted for by the
equity method of accounting shall be included only to the extent of the amount
of dividends or distributions paid in cash to the referent Person or a Wholly
Owned Restricted Subsidiary thereof, (ii) the Net Income of any Restricted
Subsidiary shall be excluded to the extent that the declaration or payment of
dividends or similar distributions by that Restricted Subsidiary of that Net
Income is not at the date of determination permitted without any prior
governmental


                                       5
<PAGE>   33
approval (that has not been obtained) or, directly or indirectly,
by operation of the terms of its charter or any agreement, instrument, judgment,
decree, order, statute, rule or governmental regulation applicable to that
Subsidiary or its stockholders, (iii) the Net Income of any Person acquired in a
pooling of interests transaction for any period prior to the date of such
acquisition shall be excluded, (iv) the cumulative effect of a change in
accounting principles shall be excluded and (v) the Net Income of any
Unrestricted Subsidiary shall be excluded, whether or not distributed to the
Company or one of its Restricted Subsidiaries for purposes of Section 12 hereof.

                  "Continuing Directors" means, as of any date of determination,
any member of the Board of Directors of the Company who (i) was a member of such
Board of Directors on the Closing Date or (ii) was nominated for election or
elected to such Board of Directors with the approval of a majority of the
Continuing Directors who were members of such Board at the time of such
nomination or election.

                  "Credit Agent" means the Bank of America, in its capacity as
Administrative Agent for the lenders party to the New Credit Facility or any
successor thereto or any person otherwise appointed.

                  "Depositary" has the meaning set forth in Section 25(a) below.

                  "Disqualified Stock" means any Capital Stock that, by its
terms (or by the terms of any security into which it is convertible or for which
it is exchangeable), or upon the happening of any event, matures or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or
redeemable at the option of the Holder thereof, in whole or in part, on or prior
to the date that is 91 days after the date on which the Preferred Stock mature;
provided, however, that any Capital Stock that would not qualify as Disqualified
Stock but for change of control provisions shall not constitute Disqualified
Stock if the provisions are not more favorable to the holders of such Capital
Stock than the provisions under Section 8 hereof applicable to the Holders of
the Preferred Stock.

                  "Dividend Payment Date" has the meaning set forth in Section 3
below.

                  "Equity Interests" means Capital Stock and all warrants,
options or other rights to acquire Capital Stock (but excluding any debt
security that is convertible into, or exchangeable for, Capital Stock).

                  "Exchange Act" means the Securities and Exchange Act of 1934,
as amended.

                  "Exchange Debentures" means the Company's 11-1/4% Subordinated
Exchange Debentures due 2008 issuable in exchange for the Company's Exchangeable
Preferred Stock pursuant to Section 5.


                                       6
<PAGE>   34
                  "Exchange Debenture Indenture" means that certain indenture
under which the Exchange Debentures would be issued and which shall be
substantially in the form approved by the Board of Directors, a form of which is
attached hereto as Exhibit B.

                  "Exchange Debenture Trustee" means the trustee under the
Exchange Debenture Indenture.

                  "Exchange Offer" means the exchange offer of the Preferred
Stock for the New Preferred Stock, or, if the Preferred Stock is exchanged for
Exchange Debentures in accordance with the provisions of the Certificate of
Designations, the exchange offer of the Exchange Debentures for the New Exchange
Debentures, as applicable, pursuant to the Registration Rights Agreement.

                  "Executive Officer" means any officer of the Company that
would be deemed to be an "executive officer" within meaning of the rules and
regulations of the Commission.

                  "Existing Indebtedness" means the Indebtednesss outstanding in
respect of the Senior Discount Notes and all other Indebtedness of the Company
and its Subsidiaries in existence on the Closing Date.

                  "Fixed Charges" means, with respect to any Person for any
period, the sum, without duplication, of (i) the consolidated interest expense
of such Person and its Restricted Subsidiaries for such period, whether paid or
accrued (including, without limitation, original issue discount, non-cash
interest payments, the interest component of any deferred payment obligations,
the interest component of all payments associated with Capital Lease
Obligations, commissions, discounts and other fees and charges incurred in
respect of letter of credit or bankers' acceptance financings, and net payments
(if any) pursuant to Hedging Obligations) and (ii) the consolidated interest
expense of such Person and its Restricted Subsidiaries that was capitalized
during such period, and (iii) any interest expense on Indebtedness of another
Person that is Guaranteed by such Person or one of its Restricted Subsidiaries
or secured by a Lien on assets of such Person or one of its Restricted
Subsidiaries (whether or not such Guarantee or Lien is called upon) and (iv) the
product of (a) all dividend payments, whether or not in cash, on any series of
preferred stock of such Person or any of its Restricted Subsidiaries, other than
dividend payments on Equity Interests payable solely in Equity Interests of the
Company, times (b) a fraction, the numerator of which is one and the denominator
of which is one minus the then current combined federal, state and local
statutory tax rate of such Person, expressed as a decimal, in each case, on a
consolidated basis and in accordance with GAAP.

                  "Fixed Charge Coverage Ratio" means with respect to any Person
for any period, the ratio of the Consolidated Cash Flow of such Person and its
Restricted Subsidiaries for such period to the Fixed Charges of such Person and
its Restricted Subsidiaries for such period. In the event that the Company or
any of its Restricted Subsidiaries incurs, assumes, Guarantees or redeems any
Indebtedness (other than revolving credit borrowings) or issues preferred stock
subsequent to the commencement of the period for which the Fixed Charge Coverage
Ratio is


                                       7
<PAGE>   35
being calculated but prior to the date on which the event for which the
calculation of the Fixed Charge Coverage Ratio is made (the "Calculation Date"),
then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect
to such incurrence, assumption, Guarantee or redemption of Indebtedness, or such
issuance or redemption of preferred stock, as if the same had occurred at the
beginning of the applicable four-quarter reference period. In addition, for
purposes of making the computation referred to above, (i) acquisitions that have
been made by the Company or any of its Restricted Subsidiaries, including
through mergers or consolidations and including any related financing
transactions, during the four-quarter reference period or subsequent to such
reference period and on or prior to the Calculation Date shall be deemed to have
occurred on the first day of the four-quarter reference period and Consolidated
Cash Flow for such reference period shall be calculated without giving effect to
clause (iii) of the proviso set forth in the definition of Consolidated Net
Income, and (ii) the Consolidated Cash Flow attributable to discontinued
operations, as determined in accordance with GAAP, and operations or businesses
disposed of prior to the Calculation Date, shall be excluded, and (iii) the
Fixed Charges attributable to discontinued operations, as determined in
accordance with GAAP, and operations or businesses disposed of prior to the
Calculation Date, shall be excluded, but only to the extent that the obligations
giving rise to such Fixed Charges will not be obligations of the referent Person
or any of its Restricted Subsidiaries following the Calculation Date.

                  "GAAP" means generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as have been approved by a significant segment
of the accounting profession, which are in effect on the Closing Date.

                  "Global Certificates" has the meaning set forth in Section
25(a) below.

                  "Global Certificate Holder" has the meaning set forth in
Section 25(a) below.

                  "Government Securities" means direct obligations of, or
obligations guaranteed by, the United States of America for the payment of which
guarantee or obligations the full faith and credit of the United States is
pledged.

                  "Guarantee" means a guarantee (other than by endorsement of
negotiable instruments for collection in the ordinary course of business),
direct or indirect, in any manner (including, without limitation, letters of
credit and reimbursement agreements in respect thereof), of all or any part of
any Indebtedness.

                  "Hedging Obligations" means, with respect to any Person, the
obligations of such Person under (i) interest rate swap agreements, interest
rate cap agreements and interest rate collar agreements and (ii) other
agreements or arrangements designed to protect such Person against fluctuations
in interest rates or currency rates.


                                       8
<PAGE>   36
                  "Holder" means the record holder of one or more shares of
Exchangeable Preferred Stock, as shown on the books and records of the Transfer
Agent.

                  "Indebtedness" means, with respect to any Person, any
indebtedness of such Person, whether or not contingent, in respect of borrowed
money or evidenced by bonds, notes, debentures or similar instruments or letters
of credit (or reimbursement agreements in respect thereof) or banker's
acceptances or representing Capital Lease Obligations or the balance deferred
and unpaid of the purchase price of any property or representing any Hedging
Obligations, except any such balance that constitutes an accrued expense or
trade payable, if and to the extent any of the foregoing indebtedness (other
than letters of credit and Hedging Obligations) would appear as a liability upon
a balance sheet of such Person prepared in accordance with GAAP, as well as all
indebtedness of others secured by a Lien on any asset of such Person (whether or
not such indebtedness is assumed by such Person) and, to the extent not
otherwise included, the Guarantee by such Person of any indebtedness of any
other Person. The amount of any Indebtedness outstanding as of any date shall be
(i) the accreted value thereof, in the case of any Indebtedness that does not
require current payments of interest, and (ii) the principal amount thereof,
together with any interest thereon that is more than 30 days past due, in the
case of any other Indebtedness.

                  "Investments" means, with respect to any Person, all
investments by such Person in other Persons (including Affiliates) in the forms
of direct or indirect loans (including guarantees of Indebtedness or other
obligations), advances or capital contributions (excluding commission, travel
and similar advances to officers and employees made in the ordinary course of
business), purchases or other acquisitions for consideration of Indebtedness,
Equity Interests or other securities, together with all items that are or would
be classified as investments on a balance sheet prepared in accordance with
GAAP. If the Company or any Restricted Subsidiary of the Company sells or
otherwise disposes of any Equity Interests of any direct or indirect Restricted
Subsidiary of the Company such that, after giving effect to any such sale or
disposition, such Person is no longer a Restricted Subsidiary of the Company,
the Company shall be deemed to have made an Investment on the date of any such
sale or disposition equal to the fair market value of the Equity Interests of
such Restricted Subsidiary not sold or disposed of in an amount determined as
provided in the final paragraph of Section 11 hereof.

                  "Junior Securities" has the meaning set forth in Section 2
below.

                  "Legal Holiday" means a Saturday, a Sunday or a day on which
banking institutions in the City of New York or at a place of payment are
authorized by law, regulation or executive order to remain closed.

                  "Lien" means, with respect to any asset, any mortgage, lien,
pledge, charge, security interest or encumbrance of any kind in respect of such
asset, whether or not filed, recorded or otherwise perfected under applicable
law (including, without limitation, any conditional sale or other title
retention agreement, any lease in the nature thereof, any option or other
agreement to sell or give a security interest in and any filing of or agreement
to give any


                                       9
<PAGE>   37
financing statement under the Uniform Commercial Code (or equivalent
statutes) of any jurisdiction).

                  "Liquidation Preference" means $100 per share of Exchangeable
Preferred Stock.

                  "Mandatory Redemption Date" has the meaning set forth in
Section 5 below.

                  "Net Income" means, with respect to any Person, the net income
(loss) of such Person, determined in accordance with GAAP and before any
reduction in respect of preferred stock dividends, excluding, however, (i) any
gain (but not loss), together with any related provision for taxes on such gain
(but not loss), realized in connection with (a) any Asset Sale (including,
without limitation, dispositions pursuant to sale and leaseback transactions) or
(b) the disposition of any securities by such Person or any of its Restricted
Subsidiaries or the extinguishment of any Indebtedness of such Person or any of
its Restricted Subsidiaries and (ii) any extraordinary or nonrecurring gain (but
not loss), together with any related provision for taxes on such extraordinary
or nonrecurring gain (but not loss).

                  "Net Proceeds" means the aggregate cash proceeds received by
the Company or any of its Restricted Subsidiaries in respect of any Asset Sale
(including, without limitation, any cash received upon the sale or other
disposition of any non-cash consideration received in any Asset Sale), net of
the direct costs relating to such Asset Sale (including, without limitation,
legal, accounting and investment banking fees, and sales commissions) and any
relocation expenses incurred as a result thereof, taxes paid or payable as a
result thereof (after taking into account any available tax credits or
deductions and any tax sharing arrangements), and any reserve for adjustment in
respect of the sale price of such asset or assets established in accordance with
GAAP.

                  "New Credit Facility" means that certain Credit Facility,
dated as of July 11, 1997, by and among AmeriServe and Bank of America,
providing for up to $150.0 million of revolving credit borrowings, including any
related notes, guarantees, collateral documents, instruments and agreements
executed in connection therewith, and in each case as amended, modified,
renewed, refunded, replaced or refinanced from time to time.

                  "Non-Recourse Debt" means Indebtedness (i) as to which neither
the Company nor any of its Restricted Subsidiaries (a) provides credit support
of any kind (including any undertaking, agreement or instrument that would
constitute Indebtedness), (b) is directly or indirectly liable (as a guarantor
or otherwise), or (c) constitutes the lender; (ii) no default with respect to
which (including any rights that the holders thereof may have to take
enforcement action against an Unrestricted Subsidiary) would permit (upon
notice, lapse of time or both) any holder of any other Indebtedness of the
Company or any of its Restricted Subsidiaries to declare a default on such other
Indebtedness or cause the payment thereof to be accelerated or payable prior to
its stated maturity; and (iii) as to which the lenders have been notified in
writing that they will not have any recourse to the stock or assets of the
Company or any of its Restricted Subsidiaries.


                                       10
<PAGE>   38
                  "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

                  "Officer" means, with respect to any Person, the Chairman of
the Board, the Chief Executive Officer, the President, the Chief Operating
Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer,
the Controller, the Secretary, any Assistant Secretary or any Vice-President of
such Person.

                  "Officers' Certificate" means a certificate signed on behalf
of the Company by two Officers of the Company, one of whom must be the principal
executive officer, the principal financial officer, the treasurer or the
principal accounting officer of the Company, that meets the requirements of
Section 20 hereof.

                  "Parity Securities" has the meaning set forth in Section 2
below.

                  "Paying Agent" has the meaning set forth in Section 2(c)
below.

                  "Preferred Stock" for any Person means Capital Stock of such
Person of any class or classes (however designated) that ranks prior, as to the
payment of dividends or as to the distribution of assets upon any voluntary or
involuntary liquidation, dissolution or winding up of such Person, to shares of
Capital Stock of any other class of such Person.

                  "Permitted Investments" means (a) any Investment in the
Company or in a Wholly Owned Restricted Subsidiary of the Company that is
engaged in a Permitted Business; (b) any Investment in Cash Equivalents; (c) any
Investment by the Company or any Restricted Subsidiary of the Company in a
Person, if as a result of such Investment (i) such Person becomes a Wholly Owned
Restricted Subsidiary of the Company that is engaged in a Permitted Business or
(ii) such Person is merged, consolidated or amalgamated with or into, or
transfers or conveys substantially all of its assets to, or is liquidated into,
the Company or a Wholly Owned Restricted Subsidiary of the Company that is
engaged in a Permitted Business; (d) any Restricted Investment made as a result
of the receipt of non-cash consideration from an Asset Sale that was made
pursuant to and in compliance with Section 9 hereof; (e) any acquisition of
assets solely in exchange for the issuance of Equity Interests (other than
Disqualified Stock) of the Company; (f) loans and advances made after the
Closing Date to Holberg Industries, Inc. not to exceed $12.0 million at any time
outstanding; and (g) other Investments made after the Closing Date in any Person
having an aggregate fair market value (measured on the date each such Investment
was made and without giving effect to subsequent changes in value), when taken
together with all other Investments made pursuant to this clause (g) that are at
the time outstanding, not to exceed $12.0 million.


                                       11
<PAGE>   39
                  "Permitted Refinancing Indebtedness" means any Indebtedness of
the Company or any of its Restricted Subsidiaries issued in exchange for, or the
net proceeds of which are used to extend, refinance, renew, replace, defease or
refund other Indebtedness of the Company or any of its Restricted Subsidiaries;
provided that: (i) except for Indebtedness used to extend, refinance, renew,
replace, defease or refund the New Credit Facility, the principal amount (or
accreted value, if applicable) of such Permitted Refinancing Indebtedness does
not exceed the principal amount of (or accreted value, if applicable), plus
accrued interest on, the Indebtedness so extended, refinanced, renewed,
replaced, defeased or refunded (plus the amount of reasonable expenses incurred
in connection therewith); (ii) such Permitted Refinancing Indebtedness has a
final maturity date later than the final maturity date of, and has a Weighted
Average Life to Maturity equal to or greater than the Weighted Average Life to
Maturity of, the Indebtedness being extended, refinanced, renewed, replaced,
defeased or refunded; (iii) if the Indebtedness being extended, refinanced,
renewed, replaced, defeased or refunded is subordinated in right of payment to
the Notes, such Permitted Refinancing Indebtedness has a final maturity date
later than the final maturity date of, and is subordinated in right of payment
to, the Notes on terms at least as favorable to the Holders of Notes as those
contained in the documentation governing the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded; and (iv) such Indebtedness
is incurred either by the Company or by the Restricted Subsidiary who is the
obligor on the Indebtedness being extended, refinanced, renewed, replaced,
defeased or refunded.

                  "Person" means any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization or
government or agency or political subdivision thereof (including, without
limitation, any subdivision or ongoing business of any such entity or
substantially all of the assets of any such entity, subdivision or business).

                  "Principals" means Holberg Industries, Inc., John V. Holten,
Orkla, Nebco Evans Distributors, Inc. and DLJ Merchant Banking, L.P.

                  "Public Equity Offering" means a public offering of Equity
Interests (other than Disqualified Stock) of (i) the Company; or (ii) Holberg.


                  "Receivables" means, with respect to any Person or entity, all
of the following property and interests in property of such Person or entity,
whether now existing or existing in the future or hereafter acquired or arising:
(i) accounts, (ii) accounts receivable incurred in the ordinary course of
business, including without limitation, all rights to payment created by or
arising from sales of goods, leases of goods or the rendition of services no
matter how evidenced, whether or not earned by performance, (iii) all rights to
any goods or merchandise represented by any of the foregoing after creation of
the foregoing, including, without limitation, returned or repossessed goods,
(iv) all reserves and credit balances with respect to any such accounts
receivable or account debtors, (v) all letters of credit, security, or
guarantees for any of the foregoing, (vi) all insurance policies or reports
relating to any of the foregoing, (vii) all


                                       12
<PAGE>   40
collection or deposit accounts relating to any of the foregoing, (viii) all
proceeds of the foregoing and (ix) all books and records relating to any of the
foregoing.

                  "Receivables Subsidiary" means an Unrestricted Subsidiary
exclusively engaged in Receivables Transactions and activities related thereto;
provided, however, that (i) at no time shall the Company and its Subsidiaries
have more than one Receivables Subsidiary and (ii) all Indebtedness or other
borrowings of such Unrestricted Subsidiary shall be Non-Recourse Debt.

                  "Receivables Transaction" means (i) the sale or other
disposition to a third party of Receivables or an interest therein, or (ii) the
sale or other disposition of Receivables or an interest therein to a Receivables
Subsidiary followed by a financing transaction in connection with such sale or
disposition of such Receivables (whether such financing transaction is effected
by such Receivables Subsidiary or by a third party to whom such Receivables
Subsidiary sells such Receivables or interests therein); provided that in each
of the foregoing, the Company or its Subsidiaries receive at least 80% of the
aggregate principal amount of any Receivables financed in such transaction.

                  "Related Party" with respect to any Principal means (A) any
controlling stockholder, 80% (or more) owned Subsidiary, or spouse or immediate
family member (in the case of an individual) of such Principal or (B) or trust,
corporation, partnership or other entity, the beneficiaries, stockholders,
partners, owners or Persons beneficially holding an 80% or more controlling
interest of which consist of such Principal and/or such other Persons referred
to in the immediately preceding clause (A).

                  "Restricted Investment" means an Investment other than a
Permitted Investment.

                  "Restricted Subsidiary" of a Person means any Subsidiary of
the referent Person that is not an Unrestricted Subsidiary.

                  "Securities Act" means the Securities Act of 1933, as amended.

                  "Senior Discount Note Indenture" means the indenture relating
to the Senior Discount Notes.

                  "Senior Discount Notes" means the Company's 12-3/8% Senior
Discount Notes due 2007.

                  "Significant Subsidiary" means any Subsidiary that would be a
"significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Securities Act, as such Regulation is in effect on
the Closing Date.

                  "Stated Maturity" means, with respect to any installment of
interest or principal on any series of Indebtedness, the date on which such
payment of interest or principal was scheduled to be paid in the original
documentation governing such Indebtedness, and shall not


                                       13
<PAGE>   41
include any contingent obligations to repay, redeem or repurchase any such
interest or principal prior to the date originally scheduled for the payment
thereof.

                  "Subsidiary" means, with respect to any Person, (i) any
corporation, association or other business entity of which more than 50% of the
total voting power of shares of Capital Stock entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers or
trustees thereof is at the time owned or controlled, directly or indirectly, by
such Person or one or more of the other Subsidiaries of that Person (or a
combination thereof) and (ii) any partnership (a) the sole general partner or
the managing general partner of which is such Person or a Subsidiary of such
Person or (b) the only general partners of which are such Person or of one or
more Subsidiaries of such Person (or any combination thereof).

                  "Transfer Agent" means the entity designated from time to time
by the Company to act as the registrar and transfer agent for the Exchangeable
Preferred Stock.

                  "Trust Indenture Act" means the Trust Indenture Act of 1939,
as amended.

                  "Unrestricted Subsidiary" means (i) any Subsidiary that is
designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a
Board Resolution; but only to the extent that such Subsidiary: (a) has no
Indebtedness other than Non-Recourse Debt; (b) is not party to any agreement,
contract, arrangement or understanding with the Company or any Restricted
Subsidiary of the Company unless the terms of any such agreement, contract,
arrangement or understanding are no less favorable to the Company or such
Restricted Subsidiary than those that might be obtained at the time from Persons
who are not Affiliates of the Company; (c) is a Person with respect to which
neither the Company nor any of its Restricted Subsidiaries has any direct or
indirect obligation (x) to subscribe for additional Equity Interests or (y) to
maintain or preserve such Person's financial condition or to cause such Person
to achieve any specified levels of operating results; (d) has not guaranteed or
otherwise directly or indirectly provided credit support for any Indebtedness of
the Company or any of its Restricted Subsidiaries; and (e) has at least one
director on its board of directors that is not a director or executive officer
of the Company or any of its Restricted Subsidiaries and has at least one
executive officer that is not a director or executive officer of the Company or
any of its Restricted Subsidiaries. Any such designation by the Board of
Directors shall be evidenced to the Transfer Agent by filing with the Transfer
Agent a certified copy of the Board Resolution giving effect to such designation
and an Officers' Certificate certifying that such designation complied with the
foregoing conditions and was permitted by Section 11 hereof. If, at any time,
any Unrestricted Subsidiary would fail to meet the foregoing requirements as an
Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted
Subsidiary for purposes of the Certificate of Designations and any Indebtedness
of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of
the Company as of such date (and, if such Indebtedness is not permitted to be
incurred as of such date under Section 12 hereof, the Company shall be in
default of such covenant). The Board of Directors of the Company may at any time
designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided
that such designation shall be deemed to be an incurrence of Indebtedness by a
Restricted Subsidiary of the Company of any


                                       14
<PAGE>   42
outstanding Indebtedness of such Unrestricted Subsidiary and such designation
shall only be permitted if (i) such Indebtedness is permitted under Section 12
hereof, and (ii) no Voting Rights Triggering Event would be in existence
following such designation.

                  "Voting Stock" of any Person as of any date means the Capital
Stock of such Person that is at the time entitled to vote in the election of the
Board of Directors of such Person.

                  "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (i) the sum
of the products obtained by multiplying (a) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect thereof, by (b) the
number of years (calculated to the nearest one-twelfth) that will elapse between
such date and the making of such payment, by (ii) the then outstanding principal
amount of such Indebtedness.

                  "Wholly Owned Subsidiary" of any Person means a Subsidiary of
such Person all of the outstanding Capital Stock or other ownership interests of
which (other than directors' qualifying shares) shall at the time be owned by
such Person or by one or more Wholly Owned Subsidiaries of such Person and one
or more Wholly Owned Subsidiaries of such Person.

        2.        RANKING

        The Preferred Stock will, with respect to dividends and rights on the
liquidation, winding-up and dissolution of the Company, rank (i) senior to each
class of capital stock of the Company outstanding or established after the Issue
Date by the Board of Directors of the Company the terms of which do not
expressly provide that it ranks senior to, or on a parity with, the Preferred
Stock as to dividends and rights on the liquidation, winding-up and dissolution
of the Company (collectively referred to, together with the common stock of the
Company, as "Junior Securities") and (ii) subject to certain conditions, on a
parity with each other class of preferred stock established after the Issue Date
by the Board of Directors of the Company the terms of which expressly provide
that such class or series will rank on a parity with the Preferred Stock as to
dividends and rights on the liquidation, winding-up and dissolution of the
Company (collectively referred to as the "Parity Securities"). The Company may
not authorize or issue any Parity Securities (other than additional Preferred
Stock issued as dividends on the Preferred Stock and the New Preferred Stock)
without the approval of the holders of at least a majority of the Preferred
Stock then outstanding, voting or consenting as a separate class.


        3.        DIVIDENDS

        The holders of shares of the Preferred Stock are entitled to receive,
whether or not dividends are declared by the Board of Directors out of funds of
the Company, cumulative preferential dividends from the Issue Date of the
Preferred Stock accruing at a rate of 11 1/4% per annum quarterly from the date
of issuance, payable per share on March 1, June 1, September 1,


                                       15
<PAGE>   43
and December 1, or, if any such date is not a Business Day, on the next
succeeding Business Day (each, a "Dividend Payment Date"), to the holders of
record as of the next preceding February 15, May 15, August 15 and November 15,
(each, a "Record Date"). Dividends may be paid, at the Company's option, in cash
or by the issuance of additional shares of Preferred Stock (including fractional
shares) having an aggregate Liquidation Preference equal to the amount of such
dividends. The issuance of such additional shares of Preferred Stock will
constitute "payment" of the related dividend for all purposes of the Certificate
of Designations. The first dividend payment of Preferred Stock will be payable
on June 1, 1998. Dividends payable on the Preferred Stock will be computed on
the basis of a 360-day year consisting of twelve 30-day months and will be
deemed to accrue on a daily basis.

        Dividends on the Preferred Stock will accrue whether or not the Company
has earnings or profits, whether or not there are funds legally available for
the payment of such dividends and whether or not dividends are declared.
Dividends will accumulate to the extent they are not paid on the Dividend
Payment Date for the period to which they relate. In the event that dividends on
the Preferred Stock are in arrears and unpaid for three or more quarterly
dividend periods (whether or not consecutive), holders of Preferred Stock will
be entitled to certain voting rights pursuant to Section 4 hereof. The Company
shall take all actions required or permitted under the Delaware General
Corporation Law (the "DGCL") to permit the payment of dividends on the Preferred
Stock, including, without limitation, through the revaluation of its assets in
accordance with the DGCL, to make or keep funds legally available for the
payment of dividends.

        Dividends on account of arrears for any past Dividend Period and
dividends in connection with any optional redemption may be declared and paid at
any time, without reference to any regular Dividend Payment Date, to holders of
record of Preferred Stock on such date, not more than forty-five (45) days prior
to the payment thereof, as may be fixed by the Board of Directors of the
Company.

        No dividend whatsoever shall be declared or paid upon, or any sum set
apart for the payment of dividends upon, any outstanding share of Preferred
Stock with respect to any dividend period unless all dividends for all preceding
dividend periods have been declared and paid, or declared and a sufficient sum
set apart for the payment of such dividend, upon all outstanding shares of
Preferred Stock. No full dividends may be declared or paid or funds set apart
for the payment of dividends on any Parity Securities for any period unless full
cumulative dividends shall have been or contemporaneously are declared and paid
(or are deemed declared and paid) in full or declared and, if payable in cash, a
sum in cash sufficient for such payment set apart for such payment on the
Preferred Stock. If full dividends are not so paid, the Preferred Stock will
share dividends pro rata with the Parity Securities. So long as any Preferred
Stock is outstanding and unless and until full cumulative dividends have been
paid (or are deemed paid) in full on the Preferred Stock: (i) no dividend (other
than a dividend payable solely in shares of additional Junior Securities) shall
be declared or paid upon, or any sum set apart for the payment of dividends
upon, any shares of Junior Securities; (ii) no other distribution shall be
declared or made upon, or any sum set apart for the payment of any distribution
upon, any shares of Junior Securities, other than a distribution consisting
solely of Junior Securities; (iii) no shares of Parity


                                       16
<PAGE>   44
Securities or Junior Securities shall be purchased, redeemed or otherwise
acquired or retired for value (excluding an exchange for shares of other Junior
Securities) by the Company or any of its Subsidiaries; (iv) no warrants, rights,
calls or options to purchase any Parity Securities or Junior Securities shall be
directly or indirectly issued by the Company or any of its Subsidiaries; and (v)
no monies shall be paid into or set apart or made available for a sinking or
other like fund for the purchase, redemption or other acquisition or retirement
for value of any shares of Parity Securities or Junior Securities by the Company
or any of its Subsidiaries. Holders of the Preferred Stock will not be entitled
to any dividends, whether payable in cash, property or stock, in excess of the
full cumulative dividends as herein described.


         4.       VOTING RIGHTS; AMENDMENT

         Holders of record of shares of the Preferred Stock shall have no voting
rights, except as required by law and as provided herein. Upon (a) the
accumulation of accrued and unpaid dividends on the outstanding Preferred Stock
in an amount equal to three or more quarterly dividend periods (whether or not
consecutive) in the aggregate; (b) the failure of the Company to make, pursuant
to any required Change of Control Offer) or mandatory redemption obligation with
respect to the Preferred Stock or (c) the failure of the Company to comply with
any of the other covenants or agreements set forth in the Certificate of
Designations and the continuance of such failure for 30 consecutive days or more
after receipt of notice of such failure from the holders of at least 25% of the
Preferred Stock then outstanding, then the holders of a majority of the
outstanding shares of Preferred Stock and New Preferred Stock, with the holders
of shares of any Parity Securities, issued after the Closing Date, upon which
the voting rights have been conferred and are exercisable, voting as a single
class, will be entitled to elect lesser of the two directors or that number of
directors constituting at least 25% of the Company's Board of Directors (each of
the events described in clauses (a), (b) and (c) being referred to herein as a
"Voting Rights Triggering Event"). The voting rights provided for herein shall
be the holder's exclusive remedy at law or in equity.

         The Company shall not, without the approval of the holders of at least
a majority of the Preferred Stock then outstanding amend, alter or repeal any of
the provisions of the Company's Certificate of Incorporation (including this
Certificate of Designations) or the bylaws of the Company so as to affect
adversely the powers, preferences or rights of the holders of the Preferred
Stock or reduce the time for any notice to which the holders of the Preferred
Stock may be entitled. Subject to Section 2 hereof, an amendment of the
Company's Certificate of Incorporation to authorize or create, or to increase
the amount of Junior Securities or Parity Securities shall not be deemed to
affect adversely the powers, preferences or rights of the holders of the
Preferred Stock.


         5.       EXCHANGE


                                       17
<PAGE>   45
         The Company may, at its option, on any Dividend Payment Date, exchange,
in whole, but not in part, the then outstanding shares of Preferred Stock for
Exchange Debentures with a principal amount equal to the liquidation preference
of the Preferred Stock; provided that (i) on the date of such exchange there are
no accumulated and unpaid dividends and Liquidated Damages, if any, on the
Preferred Stock (including the dividend payable on such date) or other
contractual impediments to such exchange; (ii) there shall be legally available
funds sufficient therefor; (iii) immediately after giving effect to such
exchange, no Default or Event of Default (each as defined in the Senior Discount
Note Indenture) would exist under the Senior Discount Note Indenture with
respect to the Senior Discount Notes or would be caused thereby; (iv) the
Exchange Indenture (as defined) has been qualified under the Trust Indenture Act
of 1939, as amended (the "Trust Indenture Act"), if such qualification is
required at the time of exchange; and (v) the Company shall have delivered a
written opinion to the Trustee (as defined herein) to the effect that all
conditions to be satisfied prior to such exchange have been satisfied.

         Upon any exchange pursuant to the preceding paragraph, holders of
outstanding Preferred Stock will be entitled to receive, subject to the second
succeeding sentence of this paragraph, $1.00 principal amount of Exchange
Debentures for each $1.00 of the aggregate Liquidation Preference, plus, without
duplication, accrued and unpaid dividends, plus any additional Exchange
Debentures issued from time to time in lieu of cash interest, of Preferred Stock
held by them. The Exchange Debentures will be issued in registered form, without
coupons and will contain terms substantially similar to the Company's
outstanding Senior Discount Notes. The Exchange Debentures will be issued in
principal amounts of $1,000 and integral multiples thereof to the extent
possible, and will also be issuable in principal amounts less than $1,000 so
that each holder of Preferred Stock will receive certificates representing the
entire amount of Exchange Debentures to which such holder's shares of Preferred
Stock entitle such holder; provided that the Company may pay cash in lieu of
issuing an Exchange Debenture having a principal amount less than $1,000. Notice
of the intention to exchange will be sent by or on behalf of the Company not
more than 60 days nor less than 30 days prior to the Exchange Date, by first
class mail, postage prepaid, to each holder of record of Preferred Stock at its
registered address. In addition to any information required by law or by the
applicable rules of any exchange upon which Preferred Stock may be listed or
admitted to trading, such notice will state: (i) the date of exchange (the
"Exchange Date"); (ii) the place or places where certificates for such shares
are to be surrendered for exchange, including any procedures applicable to
exchanges to be accomplished through book-entry transfers; and (iii) that
dividends on the shares of Preferred Stock to be exchanged will cease to accrue
on the Exchange Date. If notice of any exchange has been properly given, and if
on or before the Exchange Date the Exchange Debentures have been duly executed
and authenticated and deposited with the Transfer Agent, then on and after the
close of business on the Exchange Date, the shares of Preferred Stock to be
exchanged will no longer be deemed to be outstanding and may thereafter be
issued in the same manner as the other authorized but unissued preferred stock,
but not as Preferred Stock, and all rights of the holders thereof as
stockholders of the Company will cease, except the right of the holders to
receive upon surrender of their certificates the Exchange Debentures and all
accrued interest, if any, thereon.


                                       18
<PAGE>   46
         6.       REDEMPTION

         Mandatory Redemption

         On the Mandatory Redemption Date, the Company will be required to
redeem (subject to the legal availability of funds therefor) all outstanding
shares of Preferred Stock at a price in cash equal to the Liquidation Preference
thereof, plus accrued and unpaid dividends (including an amount in cash equal to
a prorated dividend for any partial Dividend Period) and Liquidated Damages, if
any, to the date of redemption. The Company will not be required to make sinking
fund payments with respect to the Preferred Stock. The Company shall take all
actions required or permitted under Delaware law to permit such redemption.


         Optional Redemption

         The Preferred Stock may be redeemed, in whole or in part, at the option
of the Company on or after March 1, 2003, at the Applicable Redemption Price at
such time, together with accrued and unpaid dividends (including an amount in
cash equal to a prorated dividend for any partial dividend period) and
Liquidated Damages, if any, to the date of redemption, upon not less than 30 nor
more than 60 days' prior written notice.

         Notwithstanding the foregoing, at any time the Company may, at its
option, redeem in whole or in part, outstanding shares of the Preferred Stock at
a price per share of $109.00, plus accrued and unpaid dividends to the
redemption date with the net cash proceeds from one or more Public Equity
Offerings; provided that any such redemption shall occur within 45 days of the
date of the closing of such Public Equity Offerings.


         7.       LIQUIDATION RIGHTS

         Upon any voluntary or involuntary liquidation, dissolution or
winding-up of the Company or reduction or decrease in its capital stock
resulting in a distribution of assets to the holders of any class or series of
the Company's capital stock, each holder of shares of the Preferred Stock will
be entitled to payment out of the assets of the Company available for
distribution of an amount equal to the Liquidation Preference per share of
Preferred Stock held by such holder, plus accrued and unpaid dividends and
Liquidated Damages, if any, to the date fixed for liquidation, dissolution,
winding-up or reduction or decrease in capital stock, before any distribution is
made on any Junior Securities, including, without limitation, common stock of
the Company. After payment in full of the Liquidation Preference and all accrued
dividends and Liquidated Damages, if any, to which holders of Preferred Stock
are entitled, such holders will not be entitled to any further participation in
any distribution of assets of the Company. If, upon any voluntary or involuntary
liquidation, dissolution or winding-up of the Company, the amounts payable with
respect to the Preferred Stock and all other Parity Securities are not paid in
full, the holders of the Preferred Stock and the Parity Securities will share
equally and ratably in any


                                       19
<PAGE>   47
distribution of assets of the Company in proportion to the full liquidation
preference and accumulated and unpaid dividends and Liquidated Damages to which
each is entitled. However, neither the voluntary sale, conveyance, exchange or
transfer (for cash, shares of stock, securities or other consideration) of all
or substantially all of the property or assets of the Company nor the
consolidation or merger of the Company with or into one or more corporations
will be deemed to be a voluntary or involuntary liquidation, dissolution or
winding-up of the Company or reduction or decrease in capital stock, unless such
sale, conveyance, exchange or transfer shall be in connection with a
liquidation, dissolution or winding-up of the business of the Company or
reduction or decrease in capital stock.



         8.       CHANGE OF CONTROL

         Upon the occurrence of a Change of Control, the Company shall make an
offer (the "Change of Control Offer") to each holder of shares of Preferred
Stock to repurchase all or any part (but not, in the case of any holder
requiring the Company to purchase less than all of the shares of Preferred Stock
held by such holder, any fractional shares) of such holder's Preferred Stock at
an offer price in cash equal to 101% of the aggregate Liquidation Preference
thereof plus, without duplication, all accrued and unpaid dividends per share to
the date of purchase (including an amount in cash equal to a prorated dividend
for the period from the Dividend Payment Date immediately prior to the date of
purchase (as defined below) to the date of purchase) (the "Change of Control
Payment"); provided that the Company shall not be required to repurchase or
redeem any shares of Preferred Stock pursuant to the foregoing provision prior
to the Company's repurchase of any Senior Discount Notes that are required to be
repurchased pursuant to the Change of Control covenant in the Senior Discount
Note Indenture.

         Prior to complying with the foregoing paragraph, but in any event
within 90 days following a Change of Control, the Company will either repay all
outstanding Senior Debt or obtain the requisite consents, if any, under all
agreements governing outstanding Senior Debt to permit the repurchase of the
Preferred Stock required by this covenant.

         Within 30 days following any Change of Control, the Company shall mail
a notice to each holder describing the transaction or transactions that
constitute the Change of Control and offering to repurchase Preferred Stock on
the date specified in such notice, which date shall be no earlier than 30 days
and no later than 60 days from the date such notice is mailed (the "Change of
Control Payment Date"), pursuant to the procedures required by this Certificate
of Designations and described in such notice. The Company shall comply with the
requirements of Rule 14e-1 under the Exchange Act and any other securities laws
and regulations thereunder to the extent such laws and regulations are
applicable in connection with the repurchase of the Preferred Stock as a result
of a Change of Control.

         The Change of Control provisions described above shall be applicable
whether or not any other provisions hereof are applicable.


                                       20
<PAGE>   48
         The Company shall not be required to make a Change of Control Offer to
the holders of Preferred Stock upon a Change of Control if a third party makes
the Change of Control Offer described above in the manner, at the times and
otherwise in compliance with the requirements set forth and purchases all shares
of Preferred Stock validly tendered and not withdrawn under such Change of
Control Offer.

         9.       ASSET SALES

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale other than transfers of Receivables to
a Receivables Subsidiary in connection with a Receivables Transaction unless (i)
the Company (or the Restricted Subsidiary, as the case may be) receives
consideration at the time of such Asset Sale at least equal to the fair market
value (evidenced by a resolution of the Board of Directors set forth in an
Officers' Certificate delivered to the Trustee) of the assets or Equity
Interests issued or sold or otherwise disposed of and (ii) at least 80% of the
consideration therefor received by the Company or such Restricted Subsidiary is
in the form of cash; provided that the amount of (x) any liabilities (as shown
on the Company's or such Restricted Subsidiary's most recent balance sheet) of
the Company or any Restricted Subsidiary (other than contingent liabilities and
liabilities that are by their terms subordinated to the Preferred Stock or any
guarantee thereof) that are assumed by the transferee of any such assets
pursuant to a customary novation agreement that releases the Company or such
Restricted Subsidiary from further liability and (y) any securities, notes or
other obligations received by the Company or any such Restricted Subsidiary from
such transferee that are converted by the Company or such Restricted Subsidiary
into cash within 180 days (to the extent of the cash received), shall be deemed
to be cash for purposes of this provision.

         Within 360 days after the receipt of any Net Proceeds from an Asset
Sale, the Company may apply such Net Proceeds, at its option, to permanently
repay Indebtedness, the acquisition of a controlling interest in another
business, the making of a capital expenditure or the acquisition of other
long-term assets, in each case, in a Permitted Business. Pending the final
application of any such Net Proceeds, the Company may invest such Net Proceeds
in any manner that is not prohibited by the Certificate of Designations. Any Net
Proceeds from Asset Sales that are not applied or invested as provided in the
first sentence of this paragraph will be deemed to constitute "Excess Proceeds."
When the aggregate amount of Excess Proceeds exceeds $20.0 million, the Company
will be required to make an offer to all holders of Preferred Stock (an "Asset
Sale Offer") to purchase the maximum principal amount of Preferred Stock that
may be purchased out of the Excess Proceeds, at an offer price in cash in an
amount equal to 100% of the principal amount thereof plus accrued and unpaid
interest and Liquidated Damages thereon, if any, to the date of purchase, in
accordance with the procedures set forth in the Indenture. To the extent that
the aggregate amount of Preferred Stock tendered pursuant to an Asset Sale Offer
is less than the Excess Proceeds, the Company may use any remaining Excess
Proceeds for general corporate purposes. If the aggregate liquidation preference
of Preferred Stock surrendered by Holders thereof exceeds the amount of Excess
Proceeds, the Trustee shall select


                                       21
<PAGE>   49
the Preferred Stock to be purchased on a pro rata basis. Upon completion of such
offer to purchase, the amount of Excess Proceeds shall be reset at zero.


         10.      REMEDIES FOR BREACH OF COVENANTS

         The sole remedy to holders of Preferred Stock in the event of a breach
of any of the following covenants, including Section 6 hereof, will be the
voting rights arising from Section 4 hereof and such breach by the Company will
not cause any action taken by the Company to be invalid or unauthorized under
its charter documents.


         11.      RESTRICTED PAYMENTS

         From and after the Issue Date, the Company will not, and will not
permit any of its Restricted Subsidiaries to, directly or indirectly: (i)
declare or pay any dividend or make any other payment or distribution on account
of the Company's Junior Securities (including, without limitation, any payment
in connection with any merger or consolidation involving the Company) or to the
direct or indirect holders of the Company's Equity Interests in their capacity
as such (other than dividends or distributions payable in Junior Securities of
the Company); (ii) purchase, redeem or otherwise acquire or retire for value
(including without limitation, in connection with any merger or consolidation
involving the Company) any Junior Securities of the Company or any direct or
indirect parent of the Company; or (iii) make any Restricted Investment (all
such payments and other actions set forth in clauses (i) through (iii) above
being collectively referred to as "Restricted Payments"), unless, at the time of
and after giving effect to such Restricted Payment:

                  (a) no Voting Rights Triggering Event shall have occurred and
         be continuing or would occur as a consequence thereof;

                  (b) the Company would, at the time of such Restricted Payment
         and after giving pro forma effect thereto as if such Restricted Payment
         had been made at the beginning of the applicable four-quarter period,
         have been permitted to incur at least $1.00 of additional Indebtedness
         pursuant to the Fixed Charge Coverage Ratio test set forth in the first
         paragraph of Section 12 hereof; and

                  (c) such Restricted Payment, together with the aggregate
         amount of all other Restricted Payments made by the Company and its
         Subsidiaries after March 6, 1998 (excluding Restricted Payments
         permitted by clause (ii) of the next succeeding paragraph), is less
         than the sum of (i) 50% of the Consolidated Net Income of the Company
         for the period (taken as one accounting period) from the beginning of
         the first fiscal quarter commencing after March 6, 1998 to the end of
         the Company's most recently ended fiscal quarter for which internal
         financial statements are available at the time of such Restricted
         Payment (or, if such Consolidated Net Income for such period is


                                       22
<PAGE>   50
         a deficit, less 100% of such deficit), plus (ii) 100% of the aggregate
         net cash proceeds received by the Company from the issue or sale since
         the Issue Date of Junior Securities of the Company, plus (iii) to the
         extent that any Restricted Investment that was made after the Issue
         Date is sold for cash or otherwise liquidated or repaid for cash, the
         lesser of (A) the cash return of capital with respect to such
         Restricted Investment (less the cost of disposition, if any) and (B)
         the initial amount of such Restricted Investment plus (iv) if any
         Unrestricted Subsidiary (A) is redesignated as a Restricted Subsidiary,
         the fair market value of such redesignated Subsidiary (as determined in
         good faith by the Board of Directors) as of the date of its
         redesignation or (B) pays any cash dividends or cash distributions to
         the Company or any of its Restricted Subsidiaries, 50% of any such cash
         dividends or cash distributions made after the Issue Date.

         The foregoing provisions will not prohibit (i) the payment of any
dividend within 60 days after the date of declaration thereof, if at said date
of declaration such payment would have complied with the provisions here; (ii)
the redemption, repurchase, retirement, defeasance or other acquisition of any
Junior Securities of the Company in exchange for, or out of the net cash
proceeds of the substantially concurrent sale or issuance (other than to a
Restricted Subsidiary of the Company) of, other Junior Securities of the
Company; provided that the amount of any such net cash proceeds that are
utilized for any such redemption, repurchase, retirement, defeasance or other
acquisition shall be excluded from clause (c) (ii) of the preceding paragraph;
(iii) the defeasance, redemption, repurchase or other acquisition of Junior
Securities with the net cash proceeds from an incurrence of Permitted
Refinancing Indebtedness; (iv) the payment of any dividend by a Restricted
Subsidiary of the Company to the holders of its Equity Interests on a pro rata
basis; (v) the declaration or payment of dividends to Holberg for expenses
incurred by Holberg in its capacity as a holding company that are attributable
to the operations of the Company and its Restricted Subsidiaries, including,
without limitation, (a) customary salary, bonus and other benefits payable to
officers and employees of Holberg, (b) fees and expenses paid to members of the
Board of Directors of Holberg, (c) general corporate overhead expenses of
Holberg, (d) foreign, federal, state or local tax liabilities paid by Holberg,
(e) management, consulting or advisory fees paid to Holberg not to exceed $1.0
million in any fiscal year, and (f) the repurchase, redemption or other
acquisition or retirement for value of any Equity Interests of the Company or
Holberg held by any member of the Company's (or any of their Restricted
Subsidiaries') management pursuant to any management equity subscription
agreement or stock option agreement in effect as of the Issue Date; provided,
however, the aggregate amount paid pursuant to the foregoing clauses (a) through
(f) does not exceed $10.0 million in any fiscal year; (vii) Investments in any
Person (other than the Company or a Wholly-Owned Restricted Subsidiary) engaged
in a Permitted Business in an amount not to exceed $7.0 million; (viii) other
Investments in Unrestricted Subsidiaries having an aggregate fair market value,
taken together with all other Investments made pursuant to this clause (viii)
that are at that time outstanding, not to exceed $3.0 million; (ix) Permitted
Investments; (x) payments to Holberg pursuant to the tax sharing agreement among
Holberg and other members of the affiliated corporations of which Holberg is the
common parent, and (xi) other Restricted Payments in an aggregate amount not to
exceed $15.0 million.


                                       23
<PAGE>   51
         The Board of Directors may designate any Restricted Subsidiary to be an
Unrestricted Subsidiary if such designation would not cause a Voting Rights
Triggering Event; provided that in no event shall the business currently
operated by any Subsidiary Guarantor be transferred to or held by an
Unrestricted Subsidiary. For purposes of making such determination, all
outstanding Investments by the Company and its Restricted Subsidiaries (except
to the extent repaid in cash) in the Subsidiary so designated shall be deemed to
be Restricted Payments at the time of such designation and will reduce the
amount available for Restricted Payments under the first paragraph of this
covenant. All such outstanding Investments shall be deemed to constitute
Investments in an amount equal to the fair market value of such Investments at
the time of such designation (as determined in good faith by the Board of
Directors). Such designation shall only be permitted if such Restricted Payment
would be permitted at such time and if such Restricted Subsidiary otherwise
meets the definition of an Unrestricted Subsidiary.

         The amount of all Restricted Payments (other than cash) shall be the
fair market value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued by the Company or such
Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair
market value of any non-cash Restricted Payment shall be determined in good
faith by the Board of Directors whose resolution with respect thereto shall be
delivered to the Trustee such determination to be based upon an opinion or
appraisal issued by an accounting, appraisal or investment banking firm of
national standing if such fair market value exceeds $10.0 million. Not later
than the date of making any Restricted Payment, the Company shall deliver to the
Trustee an Officers' Certificate stating that such Restricted Payment is
permitted and setting forth the basis upon which the calculations required by
Section 11 hereof were computed, together with a copy of any fairness opinion or
appraisal required by the Indenture.


         12.      INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED STOCK

         The Company will not, and will not permit any of its Subsidiaries to,
directly or indirectly, create, incur, issue, assume, guarantee or otherwise
become directly or indirectly liable, contingently or otherwise, with respect to
(collectively, "incur") any Indebtedness (including Acquired Debt) and that the
Company will not issue any Disqualified Stock and will not permit any of its
Subsidiaries to issue any shares of Preferred Stock; provided, however that the
Company may incur Indebtedness (including Acquired Debt) or issue shares of
Disqualified Stock if the Company's Fixed Charge Coverage Ratio for the most
recently ended four full fiscal quarters for which internal financial statements
are available immediately preceding the date on which such additional
Indebtedness is incurred or such Disqualified Stock is issued would have been at
least 2.0 to 1, determined on a pro forma basis (including pro forma application
of the net proceeds therefrom), as if such Indebtedness had been incurred, or
such Disqualified Stock had been issued, as the case may be, at the beginning of
such four-quarter period.

         The provisions of the first paragraph of this covenant will not apply
to the incurrence of any of the following items of Indebtedness (collectively,
"Permitted Debt"):


                                       24
<PAGE>   52
         (i) the incurrence by the Restricted Subsidiaries of the Company of
term Indebtedness under the New Credit Facility; provided that the aggregate
principal amount of all term Indebtedness outstanding under the New Credit
Facility after giving effect to such incurrence does not exceed the aggregate
amount of term Indebtedness borrowed under the New Credit Facility on the date
of the Indenture less the aggregate amount of all repayments, optional or
mandatory, of the principal of any Indebtedness under the New Credit Facility
(other than repayments that are immediately reborrowed) that have been made
since the Issue Date; provided, that the foregoing proviso shall not apply to
Permitted Refinancing Indebtedness incurred to refund, refinance or replace any
other Indebtedness incurred pursuant to this clause (i);

         (ii) the incurrence by the Restricted Subsidiaries of the Company of
revolving credit Indebtedness and letters of credit pursuant to the New Credit
Facility; provided that the aggregate principal amount of all revolving credit
Indebtedness (with letters of credit being deemed to have a principal amount
equal to the maximum potential liability of the Restricted Subsidiaries of the
Company thereunder) outstanding under the New Credit Facility after giving
effect to such incurrence does not exceed the aggregate amount of term
Indebtedness borrowed under the New Credit Facility on the Issue Date; provided,
that the foregoing proviso shall not apply to Permitted Refinancing Indebtedness
incurred to refinance or replace any Indebtedness incurred pursuant to this
clause (ii);

         (iii) the incurrence by the Company and its Restricted Subsidiaries of
the Existing Indebtedness;

         (iv) the incurrence by the Company of Indebtedness represented by the
Exchange Debentures issuable in accordance with the terms of the Certificate of
Designations;

         (v) the incurrence by the Company or any of its Restricted Subsidiaries
of Indebtedness represented by Capital Lease Obligations, mortgage financings or
purchase money obligations, in each case incurred for the purpose of financing
all or any part of the purchase price or cost of construction or improvement of
property, plant or equipment used in the business of the Company or such
Restricted Subsidiary (whether through the direct purchase of assets or the
Capital Stock of any Person owning such Assets), in an aggregate principal
amount not to exceed $150 million;

         (vi) the incurrence by the Company or any of its Restricted
Subsidiaries of Indebtedness in connection with the acquisition of assets or a
new Restricted Subsidiary; provided that such Indebtedness was incurred by the
prior owner of such assets or such Restricted Subsidiary prior to such
acquisition by the Company or one of its Subsidiaries and was not incurred in
connection with, or in contemplation of, such acquisition by the Company or one
of it Subsidiaries; provided further that the principal amount (or accreted
value, as applicable) of such Indebtedness, together with any other outstanding
Indebtedness incurred pursuant to this clause (vi), does not exceed $7.0
million;


                                       25
<PAGE>   53
         (vii) the incurrence by the Company or any of its Restricted
Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net
proceeds of which are used to refund, refinance or replace Indebtedness that was
permitted by the Certificate of Designations to be incurred;

         (viii) the incurrence by the Company or any of its Restricted
Subsidiaries of intercompany Indebtedness between or among the Company and any
of its Wholly Owned Restricted Subsidiaries; provided, however, that (A) any
subsequent issuance or transfer of Equity Interests that results in any such
Indebtedness being held by a Person other than the Company or a Wholly Owned
Restricted Subsidiary and (B) any sale or other transfer of any such
Indebtedness to a Person that is not either the Company or a Wholly Owned
Restricted Subsidiary shall be deemed, in each case, to constitute an incurrence
of such Indebtedness by the Company or such Restricted Subsidiary, as the case
may be;

         (ix) the incurrence by the Company or any of its Restricted
Subsidiaries of Hedging Obligations that are incurred for the purpose of fixing
or hedging currency risk or interest rate risk with respect to any floating rate
Indebtedness that is permitted by the terms of the Certificate of Designations
to be outstanding;

         (x) the guarantee by the Company or any of its Restricted Subsidiaries
of Indebtedness of the Company or a Restricted Subsidiary of the Company that
was permitted to be incurred by another provision of this covenant;

         (xi) the incurrence by the Company's Unrestricted Subsidiaries of
Non-Recourse Debt, provided, however, that if any such Indebtedness ceases to be
Non-Recourse Debt of an Unrestricted Subsidiary, such event shall be deemed to
constitute an incurrence of Indebtedness by a Restricted Subsidiary of the
Company;

         (xii) Asset Sales in the form of Receivables Transactions;

         (xiii) Indebtedness incurred by the Company any of its Restricted
Subsidiaries constituting reimbursement obligations with respect to letters of
credit issued in the ordinary course of business, including without limitation
to letters of credit in respect to workers' compensation claims or
self-insurance, or other Indebtedness with respect to reimbursement type
obligations regarding workers' compensation claims' provided, however, that upon
the drawing of such letters of credit or the incurrence of such Indebtedness,
such obligations are reimbursed within 30 days following such drawing or
incurrence;

         (xiv) Indebtedness arising from agreements of the Company or a
Restricted Subsidiary providing for indemnification, adjustment of purchase
price or similar obligations, in each case, incurred or assumed in connection
with the disposition of any business, asset or a Subsidiary, other than
guarantees of Indebtedness incurred by any Person acquiring all or any portion
of such business, assets or a Subsidiary for the purpose of financing such
acquisition; provided that the maximum aggregate liability of all such
Indebtedness shall at no time exceed 50% of the gross


                                       26
<PAGE>   54
proceeds actually received by the Company and its Restricted Subsidiaries in
connection with such disposition;

         (xv) obligations in respect of performance and surety bonds and
completion guarantees provided by the Company or any Restricted Subsidiary in
the ordinary course of business;

         (xvi) guarantees incurred in the ordinary course of business in an
aggregate principal amount not to exceed $7.0 million at any time outstanding;
and

         (xvii) the incurrence by the Company or any of its Restricted
Subsidiaries of additional Indebtedness, including Attributable Debt incurred
after the Issue Date, in an aggregate principal amount (or accreted value, as
applicable) at any time outstanding, including all Permitted Refinancing
Indebtedness incurred to refund, refinance or replace any other Indebtedness
incurred pursuant to this clause (xvii), not to exceed $30.0 million.

         For purposes of determining compliance with this Section 12, in the
event that an item of Indebtedness meets the criteria of more than one of the
categories of Permitted Debt described in clauses (i) through (xvii) above or is
entitled to be incurred pursuant to the first paragraph of this covenant, the
Company shall, in its sole discretion, classify such item of Indebtedness in any
manner that complies with this covenant and such item of Indebtedness will be
treated as having been incurred pursuant to only one of such clauses or pursuant
to the first paragraph hereof. Accrual of interest and the accretion of accreted
value will not be deemed to be an incurrence of Indebtedness for purposes of
this covenant.

         13.      DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES

         The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to
exist or become effective any encumbrance or restriction on the ability of any
Restricted Subsidiary to (i)(a) pay dividends or make any other distributions to
the Company or any of its Restricted Subsidiaries (1) on its Capital Stock or
(2) with respect to any other interest or participation in, or measured by, its
profits, or (b) pay any indebtedness owed to the Company or any of its
Restricted Subsidiaries, (ii) make loans or advances to the Company or any of
its Restricted Subsidiaries or (iii) transfer any of its properties or assets to
the Company or any of its Restricted Subsidiaries, except for such encumbrances
or restrictions existing under or by reason of (a) Existing Indebtedness as in
effect on the Issue Date, (b) the New Credit Facility as in effect as of the
Issue Date, and any amendments, modifications, restatements, renewals,
increases, supplements, refundings, replacements or refinancings thereof,
provided that such amendments, modifications, restatements, renewals, increases,
supplements, refundings, replacement or refinancings are no more restrictive in
the aggregate (as determined by the Credit Agent in good faith) with respect to
such dividend and other payment restrictions than those contained in the New
Credit Facility as in effect on the Issue Date, (c) this Certificate of
Designations, the Preferred Stock, the New Preferred Stock, the Exchange
Debentures and the New Exchange Debentures (if issued), (d) any applicable law,
rule, regulation or order, (e) any instrument governing Indebtedness or Capital


                                       27
<PAGE>   55
Stock of a Person acquired by the Company or any of its Restricted Subsidiaries
as in effect at the time of such acquisition (except to the extent such
Indebtedness was incurred in connection with or in contemplation of such
acquisition), which encumbrance or restriction is not applicable to any Person,
or the properties or assets of any Person, other than the Person, or the
property or assets of the Person, so acquired, provided that, in the case of
Indebtedness, such Indebtedness was permitted by the terms of the Certificate of
Designations to be incurred, (f) by reason of customary non-assignment
provisions in leases entered into in the ordinary course of business and
consistent with past practices, (g) purchase money obligations for property
acquired in the ordinary course of business that impose restrictions of the
nature described in clause (iii) above on the property so acquired, (h)
Permitted Refinancing Indebtedness, provided that the material restrictions
contained in the agreements governing such Permitted Refinancing Indebtedness
are no more restrictive than those contained in the agreements governing the
Indebtedness being refinanced, (i) contracts for the sale of assets, including
without limitation customary restrictions with respect to a Subsidiary pursuant
to an agreement that has been entered into for the sale or disposition of all or
substantially all of the Capital Stock or assets of such Subsidiary, and (j)
restrictions on cash or other deposits or net worth imposed by customers under
contracts entered into in the ordinary course of business.


         14.      MERGER, CONSOLIDATION OR SALE OF ASSETS

         The Company may not consolidate or merge with or into (whether or not
the Company is the surviving corporation), or sell, assign, transfer, lease,
convey or otherwise dispose of all or substantially all of its properties or
assets in one or more related transactions, to another corporation, Person or
entity unless (i) the Company is the surviving corporation or the entity or the
Person formed by or surviving any such consolidation or merger (if other than
the Company) or to which such sale, assignment, transfer, lease, conveyance or
other disposition shall have been made is a corporation organized or existing
under the laws of the United States, any state thereof or the District of
Columbia; (ii) the entity or Person formed by or surviving any such
consolidation or merger (if other than the Company) or the entity or Person to
which such sale, assignment, transfer, lease, conveyance or other disposition
shall have been made assumes all the obligations of the Company under the
Preferred Stock and the Certificate of Designations; (iii) immediately after
such transaction no Voting Rights Triggering Event exists; and (iv) except in
the case of a merger of the Company with or into a Wholly Owned Restricted
Subsidiary of the Company, the Company or the entity or Person formed by or
surviving any such consolidation or merger (if other than the Company), or to
which such sale, assignment, transfer, lease, conveyance or other disposition
shall have been made will, at the time of such transaction and after giving pro
forma effect thereto as if such transaction had occurred at the beginning of the
applicable four-quarter period, be permitted to incur at least $1.00 of
additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set
forth in the first paragraph of Section 12 hereof.


                                       28
<PAGE>   56
         15.      TRANSACTIONS WITH AFFILIATES

         The Company will not, and will not permit any of its Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit
of, any Affiliate (each of the foregoing, an "Affiliate Transaction") involving
consideration in excess of $5.0 million unless (i) such Affiliate Transaction is
on terms that are no less favorable to the Company or the relevant Restricted
Subsidiary than those that would have been obtained in a comparable transaction
by the Company or such Restricted Subsidiary with an unrelated Person and (ii)
the Company delivers to the Transfer Agent (a) with respect to any Affiliate
Transaction or series of related Affiliate Transactions involving aggregate
consideration in excess of $7.5 million, a resolution of the Board of Directors
set forth in an Officers' Certificate certifying that such Affiliate Transaction
complies with clause (i) above and that such Affiliate Transaction has been
approved by a majority of the disinterested members of the Board of Directors
and (b) with respect to any Affiliate Transaction or series of related Affiliate
Transactions involving either aggregate consideration in excess of $15.0 million
or an aggregate consideration in excess of $10.0 million where there are no
disinterested members of the Board of Directors, an opinion as to the fairness
to the Holders of such Affiliate Transaction from a financial point of view
issued by an accounting, appraisal or investment banking firm of national
standing; provided that the following shall not be deemed Affiliate
Transactions: (q) any employment agreement entered into by the Company or any of
its Restricted Subsidiaries in the ordinary course of business and consistent
with the past practice of the Company or such Restricted Subsidiary, (r)
transactions between or among the Company and/or its Restricted Subsidiaries,
(s) Permitted Investments and Restricted Payments that are permitted by Section
11 hereof, (t) customary loans, advances, fees and compensation paid to, and
indemnity provided on behalf of, officers, directors, employees or consultant of
the Company or any of its Restricted Subsidiaries, (u) annual management fees
paid to Holberg Industries, Inc. not to exceed $10.0 million in any one year,
(v) transactions pursuant to any contract or agreement in effect on the Issue
Date of the Certificate of Designations as the same may be amended, modified or
replaced from time to time so long as any such amendment, modification or
replacement is no less favorable to the Company and its Restricted Subsidiaries
than contract or agreement as in effect on the Issue Date or is approved by a
majority of the disinterested directors of the Company, (w) transactions between
the Company or its Restricted Subsidiaries on the one hand, and Holberg on the
other hand, involving the provision of financial or advisory services by
Holberg; provided that fees payable to Holberg do not exceed the usual and
customary fees for similar services, (x) transactions between the Company or its
Restricted Subsidiaries on the one hand, and Donaldson, Lufkin & Jenrette
Securities Corporation or its Affiliates ("DLJ") on the other hand, involving
the provision of financial, advisory, placement or underwriting services by DLJ;
provided that fees payable to DLJ do not exceed the usual and customary fees of
DLJ for similar services, (y) the insurance arrangements between the Company and
its Subsidiaries and an Affiliate of Holberg that are not less favorable to the
Company or any of its Subsidiaries than those that are in effect on the date
hereof provided such arrangements are conducted in the ordinary course of
business consistent with past practices; and (z) payments under the tax sharing
agreement among Holberg and other members of the affiliated group of
corporations of which it is the common parent.


                                       29
<PAGE>   57
         16.      SALE AND LEASEBACK TRANSACTIONS

         The Company will not, and will not permit any of its Restricted
Subsidiaries to, enter into any sale and leaseback transaction; provided that
the Company may enter into a sale and leaseback transaction if (i) the Company
could have incurred Indebtedness in an amount equal to the Attributable Debt
relating to such sale and leaseback transaction pursuant to Section 12 hereof,
(ii) the gross cash proceeds of such sale and leaseback transaction are at least
equal to the fair market value (as determined in good faith by the Board of
Directors and set forth in an Officers' Certificate delivered to the Trustee) of
the property that is the subject of such sale and leaseback transaction and
(iii) the transfer of assets in such sale and leaseback transaction is permitted
by, and the Company applies the proceeds of such transaction in compliance with,
Section 9 hereof.

         17.      LIMITATION ON ISSUANCES AND SALES OF CAPITAL STOCK OF WHOLLY
                  OWNED RESTRICTED SUBSIDIARIES

         The Company (i) will not, and will not permit any Wholly Owned
Restricted Subsidiary of the Company to, transfer, convey, sell, lease or
otherwise dispose of any Capital Stock of any Wholly Owned Subsidiary of the
Company to any Person (other than the Company or a Wholly Owned Restricted
Subsidiary of the Company), unless (a) such transfer, conveyance, sale, lease or
other disposition is of all the Capital Stock of such Wholly Owned Restricted
Subsidiary and (b) the cash Net Proceeds from such transfer, conveyance, sale,
lease or other disposition are applied in accordance with Section 9 hereof and
(ii) will not permit any Wholly Owned Restricted Subsidiary of the Company to
issue any of its Equity Interests (other than, if necessary, shares of its
Capital Stock constituting directors' qualifying shares) to any Person other
than to the Company or a Wholly Owned Restricted Subsidiary of the Company.

         18.      BUSINESS ACTIVITIES

         The Company will not, and will not permit any Restricted Subsidiary to,
engage in any business other than a Permitted Business, except to such extent as
would not be material to the Company and its Restricted Subsidiaries taken as a
whole.


                                       30
<PAGE>   58
         19.      REPORTS

         Whether or not required by the rules and regulations of the Securities
and Exchange Commission (the "Commission"), so long as any Preferred Stock, New
Preferred Stock, Exchange Debentures or New Exchange Debentures (if issued) are
outstanding, the Company will furnish to the holders of Preferred Stock, New
Preferred Stock, Exchange Debentures or New Exchange Debentures, as applicable,
(i) all quarterly and annual financial information that would be required to be
contained in a filing with the Commission on Forms 10-Q and 10-K if the Company
were required to file such Forms, including a "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and, with respect to
the annual information only, a report thereon by the Company's certified
independent accountants; (ii) all current reports that would be required to be
filed with the Commission on Form 8-K if the Company were required to file such
reports. In addition, whether or not required by the rules and regulations of
the Commission, the Company will file a copy of all such information and reports
with the Commission for public availability (unless the Commission will not
accept such a filing) and make such information available to securities analysts
and prospective investors upon request. In addition, the Company has agreed
that, for so long as any Preferred Stock, New Preferred Stock, Exchange
Debentures or New Exchange Debentures, as the case may be, remain outstanding,
it will furnish to the holders and to securities analysts and prospective
investors, upon their request, the information required to be delivered pursuant
to Rule 144A(d)(4) under the Securities Act.


         20.      OFFICERS' CERTIFICATE

                  Each Officers' Certificate provided for in this Certificate of
Designations shall include:

                  a. a statement that the Officers making such certificate or
         opinion have read such covenant or condition;

                  b. a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such certificate or opinion are based;

                  c. a statement that, in the opinion of each such Officer, he
         or she has made such examination or investigation as is necessary to
         enable him to express an informed opinion as to whether or not such
         covenant or condition has been satisfied; and

                  d. a statement as to whether or not, in the opinion of each
         such Officer, such condition or covenant has been satisfied.

         21.      PAYMENT


                                       31
<PAGE>   59
                  a. All amounts payable in cash with respect to the
Exchangeable Preferred Stock shall be payable in United States dollars at the
office or agency of the Company maintained for such purpose within the City and
State of New York or, at the option of the Company, payment of dividends (if
any) may be made by check mailed to the Holders of the Exchangeable Preferred
Stock at their respective addresses set forth in the register of Holders of
Exchangeable Preferred Stock maintained by the Transfer Agent; provided that all
cash payments with respect to the Global Shares (as defined below) and shares of
Exchangeable Preferred Stock the Holders of which have given wire transfer
instructions to the Company shall be required to be made by wire transfer of
immediately available funds to the accounts specified by the Holders thereof.

                  b. Any payment on the Exchangeable Preferred Stock due on any
day that is not a Business Day need not be made on such day, but may be made on
the next succeeding Business Day with the same force and effect as if made on
such due date.

                  c. The Company has initially appointed the Transfer Agent to
act as the "Paying Agent." The Company may at any time terminate the appointment
of any Paying Agent and appoint additional or other Paying Agents; provided that
until the Exchangeable Preferred Stock has been delivered to the Company for
cancellation, or moneys sufficient to pay the Liquidation Preference of the
Exchangeable Preferred Stock plus, without duplication, accumulated and unpaid
dividends (including an amount in cash equal to a prorated dividend for any
partial Dividend Period) and Liquidated Damages, if any, on the Exchangeable
Preferred Stock shall have been made available for payment and either paid or
returned to the Company as provided in this Certificate of Designations, the
Company shall maintain an office or agency in the Borough of Manhattan, The City
of New York for surrender of Exchangeable Preferred Stock for payment and
exchange.

                  d. Dividends payable on the Exchangeable Preferred Stock on
any redemption date or repurchase date that is a Dividend Payment Date shall be
paid to the Holders of record as of the immediately preceding Record Date.

                  e. All moneys and shares of Exchangeable Preferred Stock
deposited with any Paying Agent or then held by the Company in trust for the
payment of the Liquidation Preference and accumulated and unpaid dividends and
Liquidation Damages, if any, on any shares of Exchangeable Preferred Stock which
remain unclaimed at the end of two years after such payment has become due and
payable shall be repaid to the Company, and the Holder of such shares of
Exchangeable Preferred Stock shall thereafter look only to Company for payment
thereof.

         22.      EXCLUSION OF OTHER RIGHTS

                  Except as may otherwise be required by law, the shares of
Exchangeable Preferred Stock shall not have any powers, preferences and
relative, participating, optional or other special rights, other than those
specifically set forth in this Certificate of Designations (as


                                       32
<PAGE>   60
this Certificate of Designations may be amended from time to time) and in the
Certificate of Incorporation. The shares of Exchangeable Preferred Stock shall
have no preemptive or subscription rights.

         23.      HEADINGS OF SUBDIVISIONS

                  The headings of the various subdivisions hereof are for
convenience of reference only and shall not affect the interpretation of any of
the provisions hereof.

         24.      SEVERABILITY OF PROVISIONS

                  If any powers, preferences and relative, participating,
optional and other special rights of the Exchangeable Preferred Stock and the
qualifications, limitations and restrictions thereof set forth in this
Certificate of Designations (as it may be amended from time to time) is invalid,
unlawful or incapable of being enforced by reason of any rule of law or public
policy, all other powers, preferences and relative, participating, optional and
other special rights of the Exchangeable Preferred Stock and the qualifications,
limitations and restrictions thereof set forth in this Certificate of
Designations (as so amended) which can be given effect without the invalid,
unlawful or unenforceable powers, preferences and relative, participating,
optional and other special rights of the Exchangeable Preferred Stock and the
qualifications, limitations and restrictions thereof shall, nevertheless, remain
in full force and effect, and no powers, preferences and relative,
participating, optional or other special rights of the Exchangeable Preferred
Stock and the qualifications, limitations and restrictions thereof herein set
forth shall be deemed dependent upon any other such powers, preferences and
relative, participating, optional or other special rights of Exchangeable
Preferred Stock and qualifications, limitations and restrictions thereof unless
so expressed herein.

         25.      FORM OF EXCHANGEABLE PREFERRED STOCK

         (a) The Exchangeable Preferred Stock shall initially be issued in the
form of one or more Global Certificates ("Global Certificates"). The Global
Certificates shall be deposited on the Closing Date with, or on behalf of, The
Depository Trust Company (the "Depositary") and registered in the name of Cede &
Co., as nominee of the Depositary (such nominee being referred to as the "Global
Certificate Holder").

         (b) The Exchangeable Preferred Stock offered and sold in reliance on
Rule 144A shall be issued initially in the form of a Rule 144A Global
Certificate (the "Rule 144A Global Certificate"). Exchangeable Preferred Stock
offered and sold in reliance on Regulation S shall be issued initially in the
form of a Regulation S Temporary Global Certificate (the "Regulation S Temporary
Global Certificate"), which shall be deposited on behalf of the purchasers with
the Transfer Agent, at its New York office, as custodian for the Depositary, and
registered in the name of the Depositary or the nominee of the Depositary.
Following the termination of the 40-day Restricted Period (as defined in Rule
144A), beneficial interests in the Regulation S Temporary Global Certificate
shall be exchanged for beneficial interests in a Regulation S Permanent Global
Certificate pursuant to the applicable procedures of the Depositary.


                                       33
<PAGE>   61
         (c) So long as the Global Certificate Holder is the registered owner of
any Exchangeable Preferred Stock, the Global Certificate Holder shall be
considered the sole holder under this Certificate of Designations of the shares
of Exchangeable Preferred Stock evidenced by the Global Certificate. Beneficial
owners of shares of Exchangeable Preferred Stock evidenced by the Global
Certificate shall not be considered the owners or holders thereof under this
Certificate of Designations for any purpose.

         (d) Payments in respect of the Liquidation Preference of and
accumulated and unpaid dividends and Liquidated Damages, if any, on any
Exchangeable Preferred Stock registered in the name of the Global Certificate
Holder on the applicable record date shall be payable by the Company to or at
the direction of the Global Certificate Holder in its capacity as the registered
holder under this Certificate of Designations. The Company may treat the persons
in whose names Exchangeable Preferred Stock, including, without limitation, the
Global Certificate, are registered as the owners thereof for the purpose of
receiving such payments.

         (e) Any person having a beneficial interest in a Global Certificate
may, upon request to the Company, exchange such beneficial interest for
Exchangeable Preferred Stock in the form of registered definitive certificates
(the "Certificated Securities"). Upon any such issuance, the Company shall
register such Certificated Securities in the name of, and cause the same to be
delivered to, such person or persons (or the nominee of any thereof). If (i) the
Company notifies the holders in writing that the Depositary is no longer willing
or able to act as a depositary and the Company is unable to locate a qualified
successor within 90 days or (ii) the Company, at its option, notifies the
holders in writing that it elects to cause the issuance of Exchangeable
Preferred Stock in the form of Certificated Securities under this Certificate of
Designations, then, upon surrender by the Global Security Holder of its Global
Certificate, Exchangeable Preferred Stock in such form will be issued to each
person that the Global Certificate Holder and the Depositary identify as being
the beneficial owner of the related Exchangeable Preferred Stock.

         (f) (i) Each Global Certificate shall bear a legend in substantially
the following form:

                           "UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART
                           FOR A SECURITY IN DEFINITIVE FORM, THIS SECURITY MAY
                           NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
                           DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A
                           NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
                           ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
                           DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR
                           DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
                           THE DEPOSITARY TRUST COMPANY SHALL ACT AS THE
                           DEPOSITARY UNTIL A SUCCESSOR SHALL BE APPOINTED BY
                           THE COMPANY AND THE TRANSFER AGENT. UNLESS THIS
                           CERTIFICATE IS PRESENTED BY AN AUTHORIZED
                           REPRESENTATIVE OF THE DEPOSITARY TRUST COMPANY (55
                           WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE
                           ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
                           EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
                           REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER
                           NAME AS MAY BE REQUESTED BY AN AUTHORIZED


                                       34
<PAGE>   62
                           REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
                           CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED
                           BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
                           TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
                           OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
                           THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
                           INTEREST HEREIN.

                  (ii) In addition, the Regulation S Temporary Global
Certificate shall bear a legend in substantially the following form:

                           "THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY
                           GLOBAL CERTIFICATE, AND THE CONDITIONS AND PROCEDURES
                           GOVERNING ITS EXCHANGE FOR CERTIFICATED SECURITIES
                           ARE AS SPECIFIED IN THE CERTIFICATE OF DESIGNATIONS,
                           PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL AND
                           OTHER SPECIAL RIGHTS OF PREFERRED STOCK AND
                           QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS THEREOF
                           OF SENIOR CUMULATIVE EXCHANGEABLE PREFERRED STOCK OF
                           NEBCO EVANS HOLDING COMPANY DATED AS OF MARCH 6,
                           1998. NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF
                           THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE SHALL
                           BE ENTITLED TO RECEIVE CASH DIVIDEND PAYMENTS HEREON.
                           NOTHING IN THIS LEGEND SHALL BE DEEMED TO PREVENT
                           DIVIDENDS FROM ACCRUING AND ACCUMULATING ON THIS
                           SECURITY."

         (g) All shares of Exchangeable Preferred Stock and the Debentures
issuable upon exchange thereof will bear a legend to the following effect,
unless the Company determines otherwise in compliance with applicable law:

                           "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE
                           SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
                           ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
                           SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY
                           BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
                           ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF
                           SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
                           EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION."

                           THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF
                           AGREES TO (A) OFFER, SELL, PLEDGE OR OTHERWISE
                           TRANSFER THIS SECURITY ONLY (1) TO THE COMPANY, (2)
                           PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN
                           DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (3) TO A
                           PERSON IT REASONABLY BELIEVES IS A "QUALIFIED


                                       35
<PAGE>   63
                           INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A, (4)
                           PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT
                           OCCUR OUTSIDE THE UNITED STATES IN A TRANSACTION
                           MEETING THE REQUIREMENTS OF RULE 904 OF REGULATION S
                           UNDER THE SECURITIES ACT, (5) TO AN INSTITUTIONAL
                           "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1),
                           (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
                           ACT) (AN "IAI") THAT, PRIOR TO SUCH TRANSFER,
                           FURNISHES TO THE TRANSFER AGENT A SIGNED LETTER
                           CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS
                           RELATING TO THE TRANSFER OF THIS SECURITY (THE FORM
                           OF WHICH LETTER CAN BE OBTAINED FROM THE TRANSFER
                           AGENT) OR (6) PURSUANT TO ANY OTHER AVAILABLE
                           EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER
                           THE SECURITIES ACT (AND BASED ON AN OPINION OF
                           COUNSEL IF THE COMPANY SO REQUESTS), SUBJECT IN EACH
                           OF THE FOREGOING CASES TO APPLICABLE SECURITIES LAWS
                           OF ANY STATE OF THE UNITED STATES OR ANY OTHER
                           APPLICABLE JURISDICTIONS AND (B) THAT IT WILL, AND
                           EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY
                           PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF
                           THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE."


                                       36
<PAGE>   64


         IN WITNESS WHEREOF, the Company has caused this certificate to be duly
executed by A. Petter Ostberg, Vice President of the Company, and attested by
Gunnar E. Klintberg, its Assistant Secretary, this 5th day of March, 1998.



                                       NEBCO EVANS HOLDING COMPANY



                                       By:
                                          -------------------------------
                                          Name:  A. Petter Ostberg
                                          Title:    Vice President




ATTEST:


By:
   -----------------------------
   Name:  Gunnar E. Klintberg
   Title:    Assistant Secretary


                                       37