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                                                                    Exhibit 10.1



                                                                  EXECUTION COPY













                           Nebco Evans Holding Company



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                                  $250,000,000

         11 1/4% Senior Redeemable Exchangeable Preferred Stock due 2008

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                               PURCHASE AGREEMENT

                          DATED AS OF FEBRUARY 27, 1998

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                          Donaldson, Lufkin & Jenrette
                             Securities Corporation












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                           Nebco Evans Holding Company

                                  $250,000,000

         11 1/4% Senior Redeemable Exchangeable Preferred Stock due 2008

                               PURCHASE AGREEMENT




                                                               February 27, 1998



DONALDSON, LUFKIN & JENRETTE
   SECURITIES CORPORATION
277 Park Avenue
New York, New York  10172


Ladies and Gentlemen:

     Nebco Evans Holding Company, a Delaware corporation ("the Company"),
proposes to issue and sell an aggregate of $250,000,000 in principal amount of
11 1/4% Senior Redeemable Exchangeable Preferred Stock due 2008 (the "Preferred
Stock") of the Company, to Donaldson, Lufkin & Jenrette Securities Corporation
("DLJ" or the "Initial Purchaser") to be issued pursuant to a Certificate of
Designation of Preferences and Relative, Participating, Optional or other
Special Rights and Qualification, Limitations and Restrictions (the "Certificate
of Designation") to be filed with the Secretary of State of Delaware. The
Transfer Agent for the Preferred Stock will be State Street Bank and Trust
Company. The Preferred Stock and the New Preferred Stock (as defined below)
issuable in exchange therefor are collectively referred to herein as the
"Preferred Stock" under certain circumstances set forth in the Certificate of
Designation, the Preferred Stock may be exchanged for the Company's 11 1/4%
Subordinated Exchange Debentures due 2008 (the "Exchange Debentures"). The
Exchange Debentures (as defined below) issuable in exchange therefor are
collectively referred herein as the "Debentures." The Preferred Stock is more
fully described in the Offering Memorandum referred to below. Capitalized terms
used but not defined herein shall have the meanings given to such terms in the
Indenture.


     1. ISSUANCE OF SECURITIES. The Preferred Stock will be offered and sold to
the Initial Purchaser pursuant to an exemption from the registration
requirements under the Securities Act of 1933, as amended (the "Act"). The
Company has prepared a final offering memorandum, dated March 6, 1998 (the
"Offering Memorandum"), relating to the Preferred Stock.

     Upon original issuance thereof, and until such time as the same is no
longer required under the applicable requirements of the Act, the Preferred
Stock (and all securities issued in exchange therefor (other than securities
registered under the Securities Act), in substitution thereof or upon conversion
thereof) shall bear the following legend:



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     "THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED
     IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED
     STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THE
     SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED
     IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.
     EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE
     SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF
     THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE
     SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A)
     SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1) (a)
     INSIDE THE UNITED STATES TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
     A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
     SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b)
     IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES
     ACT, (c) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION
     MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT, (d) TO AN
     INSTITUTIONAL "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a)(1), (2), (3)
     OR (7) OF THE SECURITIES ACT (AN "INSTITUTIONAL ACCREDITED INVESTOR") THAT,
     PRIOR TO SUCH TRANSFER, FURNISHES THE TRANSFER AGENT A SIGNED LETTER
     CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS (THE FORM OF WHICH CAN BE
     OBTAINED FROM THE TRANSFER AGENT) AND, IF SUCH TRANSFER IS IN RESPECT OF AN
     AGGREGATE PRINCIPAL AMOUNT OF SECURITIES LESS THAN $100,000, AN OPINION OF
     COUNSEL THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT OR (e)
     IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
     THE SECURITIES ACT (AND, IN THE CASE OF CLAUSE (b), (c), (d), or (e), BASED
     UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS), (2) TO THE COMPANY
     OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE,
     IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
     UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER 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."


     2. AGREEMENTS TO SELL AND PURCHASE. On the basis of the representations,
warranties and covenants contained in this Agreement, and subject to the terms
and conditions contained herein, the Company agrees to issue and sell to the
Initial Purchaser, and the Initial Purchaser agrees to purchase from the
Company, all of the Preferred Stock offered in the Offering at a purchase price
of $100 per share (the "Purchase Price").

     3. TERMS OF OFFERING. The Initial Purchaser will make offers (the "Exempt
Resales") of the Preferred Stock purchased hereunder on the terms set forth in
the Offering Memorandum, as amended or supplemented, solely to persons (each, a
"144A Purchaser") whom the Initial Purchaser reasonably believes to be
"qualified institutional buyers" as defined in Rule 144A under the Act ("QIBs")
or persons otherwise exempt under Regulation S of the Securities Act (together
with QIBs, "Eligible Purchasers"). The Initial Purchaser will offer the
Preferred Stock to Eligible Purchasers initially at the price set forth herein.
Such price may be changed at any time without notice.

     Holders (including subsequent transferees) of the Preferred Stock will have
the registration rights set forth in the registration rights agreement (the
"Registration Rights Agreement"), to be dated the


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Closing Date (as defined below), in substantially the form of Exhibit A hereto,
for so long as such Preferred Stock constitute "Transfer Restricted Securities"
(as defined in the Registration Rights Agreement). Pursuant to the Registration
Rights Agreement, the Company will agree to file with the Securities and
Exchange Commission (the "Commission") under the circumstances set forth
therein, (i) a registration statement under the Act (the "Exchange Offer
Registration Statement") relating to (A) the Company's New Senior Redeemable
Exchangeable Preferred Stock due 2008 (the "New Preferred Stock") to be offered
in exchange for the Preferred Stock, (such offer to exchange being referred to
as the "Registered Exchange Offer") and (ii) a shelf registration statement
pursuant to Rule 415 under the Act (the "Shelf Registration Statement" and,
together with the Exchange Offer Registration Statement, the "Registration
Statements") relating to the resale by certain holders of the Preferred Stock,
and to use their best efforts to cause such Registration Statements to be
declared effective and consummate the Registered Exchange Offer. This Agreement,
the Certificate of Designation, the indenture pursuant to which the Exchange
Debentures will be issued (the "Indenture"), the Preferred Stock, the Exchange
Debenture and the Registration Rights Agreement are hereinafter referred to
collectively as the "Operative Documents."


     4. DELIVERY AND PAYMENT. (a) Delivery of, and payment of the Purchase Price
for, the Preferred Stock shall be made at the offices of Wachtell, Lipton, Rosen
& Katz, 51 West 52nd Street New York, New York 10019 or at such other location
as may be mutually acceptable. Such delivery and payment shall be made at 9:00
a.m. New York City time, on March 6, 1998 or at such other time as shall be
agreed upon by the Company and the Initial Purchaser. The time and date of such
delivery and the payment are herein called the "Closing Date."

     (b) One or more certificates representing Preferred Stock in definitive
form, registered in the name of Cede & Co., as nominee of the Depository Trust
Company ("DTC"), or such other names as the Initial Purchaser may request upon
at least one business day's notice to the Company, having an aggregate principal
amount corresponding to the aggregate principal amount of Preferred Stock sold
pursuant to Exempt Resales to Eligible Purchasers (collectively, the "Master
Preferred Stock"), shall be delivered by the Company to the Initial Purchaser
(or as the Initial Purchaser directs) in each case with any taxes thereon duly
paid by the Company, against payment by the Initial Purchaser of the Purchase
Price thereof by wire transfer in same day funds to the order of the Company or
as the Company may direct. The Master Preferred Stock shall be made available to
the Initial Purchaser for inspection not later than 9:30 a.m., New York City
time, on the business day immediately preceding the Closing Date.


     5. AGREEMENTS OF THE COMPANY. The Company covenants and agrees with the
Initial Purchaser as follows:

          (a) To advise the Initial Purchaser promptly and, if requested by the
     Initial Purchaser, to confirm such advice in writing, (i) of the issuance
     by any state securities commission of any stop order suspending the
     qualification or exemption from qualification of any of the Preferred Stock
     for offering or sale in any jurisdiction designated by the Initial
     Purchaser pursuant to Section 5(e) hereof, or the initiation of any
     proceeding for such purpose by any state securities commission or other
     regulatory authority and (ii) of the happening of any event that makes any
     statement of a material fact made in the Offering Documents (or any
     amendment or supplement thereto) untrue or that requires the making of any
     additions to or changes in the Offering Documents (or any amendment or
     supplement thereto) in order to make the statements therein, in the light
     of the circumstances under which they are made, not misleading. The Company
     shall use its best efforts to prevent the issuance of any stop order or
     order suspending


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     the qualification or exemption from qualification of the Preferred Stock
     under any state securities or Blue Sky laws, and, if at any time any state
     securities commission or other regulatory authority shall issue any stop
     order or order suspending the qualification or exemption from qualification
     of any of the Preferred Stock under any state securities or Blue Sky laws,
     the Company shall use its best efforts to obtain the withdrawal or lifting
     of such order at the earliest possible time.

          (b) To furnish the Initial Purchaser and those persons identified by
     the Initial Purchaser to the Company, without charge, as many copies of the
     Offering Documents, and any amendments or supplements thereto, as the
     Initial Purchaser may reasonably request. The Company consents to the use
     of the Offering Documents, and any amendments or supplements thereto
     required pursuant hereto, by the Initial Purchaser in connection with
     Exempt Resales.

          (c) During such period as in the written opinion of counsel for the
     Initial Purchaser an Offering Memorandum is required by law to be delivered
     in connection with the Exempt Resales by the Initial Purchaser and in
     connection with market-making activities of the Initial Purchaser for so
     long as the Preferred Stock are outstanding (i) not to amend or supplement
     the Offering Documents, whether before or after the Closing Date, unless
     the Initial Purchaser shall previously have been advised thereof, and shall
     not have objected thereto within a reasonable time after being furnished a
     copy thereof, and (ii) to promptly prepare, upon the Initial Purchaser's
     reasonable request, any amendment or supplement to the Offering Documents
     that the Initial Purchaser reasonably believes necessary or advisable in
     connection with Exempt Resales or such market-making activities.

          (d) If, after the date hereof and prior to the earlier of the
     completion of all Exempt Resales by the Initial Purchaser and the 90th day
     after the Closing Date, any event shall occur as a result of which, in the
     judgment of the Company or counsel to the Initial Purchaser, it becomes
     necessary to amend or supplement the Offering Memorandum in order to make
     the statements therein, in the light of the circumstances when such
     Offering Memorandum is delivered to an Eligible Purchaser, not misleading
     or if it is necessary to amend or supplement the Offering Memorandum to
     comply with any law, statute, rule or regulation, to forthwith prepare an
     appropriate amendment or supplement to such Offering Memorandum so that the
     statements therein, as so amended or supplemented, will not, in the light
     of the circumstances when it is so delivered, be misleading, or so that
     such Offering Memorandum will comply with applicable law.

          (e) To cooperate with the Initial Purchaser and counsel to the Initial
     Purchaser in connection with the registration or qualification of the
     Preferred Stock under the state securities or Blue Sky laws of such
     jurisdictions as the Initial Purchaser may request, to continue such
     registration or qualification in effect so long as required for the Exempt
     Resales and to file such consents to service of process or other documents
     as may be necessary in order to effect such registration or qualification;
     provided, however, that the Company shall not be required in connection
     therewith to register or qualify as a foreign corporation in any
     jurisdiction in which the Company is not now so qualified, or take any
     action that would subject the Company to general consent to service of
     process or taxation, other than as to matters and transactions relating to
     Exempt Resales, in any jurisdiction in which the Company is not now so
     subject.

          (f) For so long as the Preferred Stock are outstanding, to furnish
     without charge to the Initial Purchaser promptly upon their becoming
     available (i) all reports or other publicly available information that the
     Company shall mail or otherwise make available to the Company's
     stockholders and (ii) all reports, financial statements and proxy or
     information statements filed by


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     the Company or its subsidiaries with the Commission or any national
     securities exchange and such other publicly available information
     concerning the business and financial condition of the Company or its
     subsidiaries, including without limitation, press releases, as the Initial
     Purchaser may reasonably request.

          (g) To use the net proceeds from the sale of the Preferred Stock in
     the manner described in the Offering Memorandum (and any amendments or
     supplements thereto) under the caption "Use of Proceeds."

          (h) Not to voluntarily claim, and to actively resist any attempts to
     claim, the benefit of any usury laws against the holders of any Preferred
     Stock.

          (i) Whether or not the transactions contemplated by this Agreement are
     consummated or this Agreement becomes effective or is terminated to pay and
     be responsible for all costs, expenses, fees and taxes in connection with
     or incident to:

               (1) the preparation, printing, processing, duplicating, filing
          and distribution of the Offering Documents (including, without
          limitation, financial statements and exhibits) and all amendments and
          supplements thereto;

               (2) the preparation, printing and delivery of the Operative
          Documents, the preliminary and final Blue Sky memoranda and all other
          agreements, memoranda, correspondence and other documents printed,
          distributed and delivered in connection herewith and with the Exempt
          Resales (including in each case any disbursements of counsel to the
          Initial Purchaser relating to such printing and delivery);

               (3) the issuance, transfer and delivery by the Company of the
          Preferred Stock to the Initial Purchaser;

               (4) the registration or qualification of the Preferred Stock for
          offer and sale under the securities or Blue Sky laws of the
          jurisdictions referred to in Section 5(e) (including, in each case,
          the fees and disbursements of counsel to the Initial Purchaser
          relating to such registration or qualification and memoranda relating
          thereto);

               (5) furnishing such copies of the Offering Memorandum, and all
          amendments and supplements thereto, as may be requested for use in
          connection with the Exempt Resales;

               (6) the preparation of certificates for the Preferred Stock
          (including, without limitation, printing and engraving thereof);

               (7) the rating of the Preferred Stock by investment rating
          agencies;

               (8) the fees, disbursements and expenses of the Company's counsel
          and accountants;

               (9) all expenses and listing fees in connection with the
          application for quotation of the Preferred Stock in the National
          Association of Securities Dealers, Inc. ("NASD") Automated Quotation
          System - PORTAL ("PORTAL");



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               (10) all fees and expenses (including fees and expenses of
          counsel to the Company) of the Company in connection with approval of
          the Preferred Stock by DTC for "book-entry" transfer; and

               (11) the performance by the Company of its other obligations
          under this Agreement and the other Operative Documents.

          (j) If this Agreement shall be terminated pursuant to any of the
     provisions hereof (other than a default by the Initial Purchaser) or if for
     any reason the Company shall be unable or unwilling to perform their
     obligations hereunder, the Company shall, except as otherwise agreed by the
     parties hereto, reimburse the Initial Purchaser for the fees and expenses
     to be paid or reimbursed pursuant to Section 5(i) above, and reimburse the
     Initial Purchaser for all out-of-pocket expenses (including the fees and
     expenses of counsel to the Initial Purchaser) reasonably incurred by the
     Initial Purchaser in connection with the transactions contemplated by this
     Agreement.

          (k) Prior to the consummation of the Exchange Offer, to furnish to the
     Initial Purchaser, as soon as they have been prepared by the Company, a
     copy of any consolidated financial statements of the Company for any period
     subsequent to the period covered by the financial statements appearing in
     the Offering Memorandum.

          (l) Not to distribute prior to the Closing Date any offering material
     in connection with the offering and sale of the Preferred Stock other than
     the Offering Memorandum.

          (m) Not to sell, offer for sale or solicit offers to buy or otherwise
     negotiate in respect of any security (as defined in the Act) that would be
     integrated with the sale of the Preferred Stock in a manner that would
     require the registration under the Act of the sale to the Initial Purchaser
     or the Eligible Purchasers of the Preferred Stock.

          (n) For so long as any of the Preferred Stock remain outstanding and
     during any period in which the Company is not subject to Section 13 or
     15(d) of the Exchange Act, to make available to any holder of Preferred
     Stock in connection with any sale thereof and any prospective purchaser of
     such Preferred Stock from such holder, the information ("Rule 144A
     Information") required by Rule 144A(d)(4) under the Act.

          (o) To comply with all of their agreements set forth in the
     Registration Rights Agreement, and all agreements set forth in the
     representation letters of the Company to DTC relating to the approval of
     the Preferred Stock by DTC for "book-entry" transfer.

          (p) To cause the Exchange Offer to be made in the appropriate form to
     permit registered New Preferred Stock to be offered in exchange for the
     Preferred Stock and to comply with all applicable federal and state
     securities laws in connection with the Registered Exchange Offer.

          (q) To use its best efforts to cause the Preferred Stock to be
     eligible for trading through PORTAL and to obtain approval of the Preferred
     Stock by DTC for "book-entry" transfer.




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     6. REPRESENTATIONS AND WARRANTIES. the Company represents and warrants to
the Initial Purchaser that:

          (a) The Offering Documents have been prepared in connection with the
     Exempt Resales. The Offering Memorandum will not and any supplement or
     amendment thereto will not, contain any untrue statement of a material fact
     or omit to state any material fact required to be stated therein or
     necessary to make the statements therein, in the light of the circumstances
     under which they were made, not misleading, except that the representations
     and warranties contained in this paragraph (a) shall not apply to
     statements in or omissions from the Offering Documents (or any amendment or
     supplement thereto) made in reliance upon information relating to the
     Initial Purchaser furnished to the Company in writing by the Initial
     Purchaser expressly for use therein. The Company acknowledges for all
     purposes under this Agreement that the statements set forth in the last
     paragraph on the cover page, the legend on the inside cover page and in the
     first sentence of the third paragraph, the first sentence of the fourth
     paragraph and the forth sentence of the sixth and the eight paragraph under
     the caption "Plan of Distribution" in the Offering Memorandum constitute
     the only written information furnished to the Company by the Initial
     Purchaser expressly for use in the Offering Documents (or any amendment or
     supplement thereto). No stop order preventing the use of the Offering
     Documents, or any amendment or supplement thereto, or any order asserting
     that any of the transactions contemplated by this Agreement are subject to
     the registration requirements of the Act, has been issued.

          (b) Each of the Company and its subsidiaries (i) has been duly
     organized and validly existing as a corporation in good standing under the
     laws of its respective jurisdiction, (ii) has all requisite corporate power
     and authority to carry on its business as described in the Offering
     Memorandum and to own, lease and operate its properties, and (iii) is duly
     qualified and in good standing as a foreign corporation authorized to do
     business in each other jurisdiction in which the nature of its business or
     its ownership or leasing of property requires such qualification, except
     where the failure to be so qualified would not have a Material Adverse
     Effect. As used herein, "Material Adverse Effect" shall mean, with respect
     to any Person, any effect or group of related or unrelated effects that (i)
     would be reasonably expected to result in a material adverse effect on the
     assets, properties, business, results of operations, condition (financial
     or otherwise) or prospects of the Company and its subsidiaries, taken as a
     whole or (ii) would reasonably be expected to interfere with, adversely
     affect or question the validity of the execution, delivery and performance
     of any of the Operative Documents, the issuance of the Preferred Stock or
     the consummation of this Agreement.

          (c) All of the issued and outstanding shares of capital stock of the
     Company and each of its subsidiaries have been duly and validly authorized
     and issued, and all of the shares of capital stock of each such subsidiary
     are owned, directly or indirectly, by the Company. All such shares of
     capital stock are fully paid and non-assessable and have not been issued in
     violation of any preemptive or similar rights and are owned free and clear
     of any security interest, mortgage, pledge, claim, lien, limitation on
     voting rights or encumbrance (each, a "Lien"), except for Liens granted
     pursuant to a credit facility of AmeriServe Food Distribution, Inc., a
     Delaware Corporation and wholly owned subsidiary (the "New Credit
     Facility"). There are not currently any outstanding subscriptions, rights,
     warrants, options, calls, convertible securities, commitments of sale or
     Liens related to or entitling any person to purchase or otherwise to
     acquire any shares of the capital stock of, or other securities evidencing
     equity ownership interests in, the Company or any of its subsidiaries.



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          (d) The Company has all requisite corporate power and authority to
     execute, deliver and perform its obligations under the Operative Documents
     to which it is a party, and to consummate the transactions contemplated
     hereby and thereby, including, without limitation, the corporate power and
     authority to issue, sell and deliver the Preferred Stock to the Initial
     Purchaser.

          (e) Neither the Company nor any of its subsidiaries is (i) in
     violation of its charter or bylaws, (ii) in default in the performance of
     any obligation, agreement or condition contained in any bond, debenture,
     note or any other evidence of indebtedness or in any other agreement,
     indenture or instrument, in each case, which is material to the conduct of
     the business of the Company, to which the Company is a party or by which it
     or any of the Company's subsidiaries or their respective property is bound,
     or (iii) in violation of any local, state or federal law, statute,
     ordinance, rule, regulation, requirement, judgment or court decree
     (including, without limitation, environmental laws, statutes, ordinances,
     rules, regulations, judgments or court decrees) applicable to the Company,
     its subsidiaries or any of its assets or properties (whether owned or
     leased), other than violations or defaults that would not reasonably be
     expected to have a Material Adverse Effect. To the best knowledge of the
     Company, there exists no condition that, with notice, the passage of time
     or otherwise, would constitute a default under any such document or
     instrument, except for such defaults that could not reasonably be expected
     to have a Material Adverse Effect.

          (f) None of (i) the execution, delivery or performance by the Company
     of this Agreement and the other Operative Documents, (ii) the issuance and
     sale of the Preferred Stock by the Company and (iii) the consummation by
     the Company of the transactions described in the Offering Memorandum under
     the caption "Use of Proceeds," will violate, conflict with or constitute a
     breach of any of the terms or provisions of, or a default under, or result
     in the imposition of a lien or encumbrance on any properties of the Company
     or an acceleration of indebtedness pursuant to, (1) the charter or bylaws
     of the Company, (2) any bond, debenture, note, indenture, mortgage, deed of
     trust or other agreement or instrument to which the Company is a party or
     by which any of its property is bound, or (3) any law or administrative
     regulation applicable to the Company or any of its assets or properties, or
     any judgment, order or decree of any court or governmental agency or
     authority entered in any proceeding to which the Company was or is now a
     party or to which any of its properties may be subject. No consent,
     approval, authorization or order of, or filing or registration with, any
     regulatory body, administrative agency, or other governmental agency
     (except as securities or Blue Sky laws of the various states may require)
     is required for the execution, delivery and performance of the Operative
     Documents and the valid issuance and sale of the Preferred Stock. No
     consents or waivers from any person are required to consummate the
     transactions contemplated by the Operative Documents or the Offering
     Documents, other than such consents and waivers as have been or will be
     obtained prior to the Closing Date or, in the case of the Registration
     Rights Agreement and the transactions contemplated thereby, will be
     obtained and made under the Act, the Trust Indenture Act of 1939, as
     amended (the "Trust Indenture Act") and state securities or Blue Sky laws
     and regulations, that could not reasonably be expected to have a Material
     Adverse Effect.

          (g) This Agreement has been duly authorized and, when validly executed
     by the Company and (assuming the due execution and delivery thereof by the
     Initial Purchaser) is a legally valid and binding obligation of the
     Company, enforceable against it in accordance with its terms, except as the
     enforceability thereof may be (i) subject to applicable bankruptcy,

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     insolvency, moratorium, reorganization or similar laws in effect which
     affect the enforcement of creditors' rights generally, (ii) limited by
     general principles of equity (whether considered in a proceeding at law or
     in equity) and (iii) limited by securities laws prohibiting or limiting the
     availability of, and public policy against, indemnification or
     contribution.

          (h) The Certificate of Designation has been duly authorized by all
     necessary corporate and any necessary stockholder action and, on the
     Closing Date will have been duly executed by the Company and filed with the
     Secretary of State of the State of Delaware and will conform in all
     material respects to the description thereof in the Offering Memorandum.

          (i) The Company has duly authorized the Indenture, and when the
     Company has duly executed and delivered the Indenture (assuming the due
     authorization, execution and delivery thereof by the Trustee), the
     Indenture will be the legally valid and binding obligation of the Company,
     enforceable against the Company in accordance with its terms, except as the
     enforceability thereof may be (i) subject to applicable bankruptcy,
     insolvency, moratorium, reorganization or similar laws in effect which
     affect the enforcement of creditors' rights generally and (ii) limited by
     general principles of equity (whether considered in a proceeding at law or
     in equity).

          (j) The Company has duly authorized the Preferred Stock and, when
     issued and authenticated in accordance with the terms of the Certificate of
     Designation and delivered to and paid for by the Initial Purchaser in
     accordance with the terms hereof, will be the legally valid and binding
     obligations of the Company, enforceable against the Company in accordance
     with their terms, except as the enforceability thereof may be (i) subject
     to applicable bankruptcy, insolvency, moratorium, reorganization or similar
     laws in effect which affect the enforcement of creditors' rights generally
     and (ii) limited by general principles of equity (whether considered in a
     proceeding at law or in equity).

          (k) The Company has duly authorized the New Preferred Stock and, when
     issued and authenticated in accordance with the terms of the Registered
     Exchange Offer and the Certificate of Designation, the New Preferred Stock
     will be the legally valid and binding obligations of the Company,
     enforceable against the Company in accordance with their terms, except as
     the enforceability thereof may be (i) subject to applicable bankruptcy,
     insolvency, moratorium, reorganization or similar laws in effect which
     affect the enforcement of creditors' rights generally and (ii) limited by
     general principles of equity (whether considered in a proceeding at law or
     in equity).

          (l) The Exchange Debentures have been duly and validly authorized by
     the Company and, if and when issued by the Company will conform in all
     material respects to the description thereof in the Offering Memorandum.
     When the Exchange Debentures are issued and delivered in accordance with
     the Indenture, the Exchange Debentures will constitute legal, valid and
     binding obligations of the Company, enforceable against the Company in
     accordance with their terms and entitled to the benefits of the Indenture,
     subject to applicable bankruptcy, insolvency, fraudulent conveyance,
     reorganization or similar laws affecting the rights of creditors generally
     and subject to general principles of equity. The Exchange Debentures will
     conform in all material respects to the description thereof in the Offering
     Memorandum.

          (m) The New Exchange Debentures have been duly and validly authorized
     by the Company and, if and when issued and delivered by the Company in
     accordance with the terms of


                                       9
<PAGE>   11

     the Indenture and the Exchange Offer, will constitute legal, valid and
     binding obligations of the Company, enforceable against the Company in
     accordance with their terms and entitled to the benefits of the Indenture,
     subject to applicable bankruptcy, insolvency, fraudulent conveyance,
     reorganization or similar laws affecting the rights of creditors generally
     and subject to general principles of equity. The New Exchange Debentures
     will conform in all material respects to the description thereof in the
     Offering Memorandum.

          (n) The Registration Rights Agreement has been duly authorized and
     when validly executed by the Company will be (assuming the due execution
     and delivery thereof by the Initial Purchaser) the legally valid and
     binding obligation of the Company, enforceable against the Company in
     accordance with its terms, except as the enforceability thereof may be (i)
     subject to applicable bankruptcy, insolvency, moratorium, reorganization or
     similar laws in effect which affect the enforcement of creditors' rights
     generally and (ii) limited by general principles of equity (whether
     considered in a proceeding at law or in equity).

          (o) There is (i) no action, suit, proceeding or investigation before
     or by any court, arbitrator or governmental agency, body or official,
     domestic or foreign, now pending, threatened, or, to the knowledge of the
     Company, contemplated to which the Company is or may be a party or to which
     the business or property of the Company is or may be subject, (ii) no
     statute, rule, regulation or order that has been enacted, adopted or issued
     by any governmental agency or, to the best knowledge of the Company,
     proposed by any governmental body or (iii) no injunction, restraining order
     or order of any nature issued by a federal or state court of competent
     jurisdiction to which the Company is or may be subject that, in the case of
     clauses (i), (ii) and (iii) above, (1) is required to be disclosed in the
     Offering Memorandum and that is not so disclosed, (2) could reasonably be
     expected to have a Material Adverse Effect or (3) would interfere with or
     adversely affect the issuance of the Preferred Stock.

          (p) There are no holders of any security of the Company who by reason
     of the execution by the Company of this Agreement or any other Operative
     Document or the consummation of the transactions contemplated hereby and
     thereby, have the right to request or demand that the Company register
     under the Act, or analogous foreign laws and regulations, securities held
     by them.

          (q) The Company is not involved in any material labor dispute nor, to
     the knowledge of the Company, is any material dispute threatened which, if
     such dispute were to occur, could have a Material Adverse Effect.

          (r) The Company has not violated any safety or similar law applicable
     to its business, nor any federal or state law relating to discrimination in
     the hiring, promotion or pay of employees nor any applicable federal or
     state wages and hours laws, nor any provisions of the Employee Retirement
     Income Security Act of 1974, as amended ("ERISA"), or the rules and
     regulations promulgated thereunder, except for such instances of
     noncompliance that, either singly or in the aggregate, could not have a
     Material Adverse Effect.

          (s) The Company is in compliance with all applicable existing federal,
     state, local and foreign laws and regulations (collectively, "Environmental
     Laws") relating to the protection of human health or the environment or
     imposing liability or standards of conduct concerning any Hazardous
     Material (as defined below), except for such instances of noncompliance
     that, either singly or in the aggregate, could not have a Material Adverse
     Effect. The term "Hazardous


                                       10
<PAGE>   12

     Material" means (i) any "hazardous substance" as defined by the
     Comprehensive Environmental Response, Compensation and Liability Act of
     1980, as amended, (ii) any "hazardous waste" as defined by the Resource
     Conservation and Recovery Act, as amended, (iii) any petroleum or petroleum
     product, (iv) any polychlorinated biphenyl and (v) any pollutant or
     contaminant or hazardous, dangerous or toxic chemical, material, waste or
     substance regulated under or within the meaning of any other Environmental
     Law. Except as set forth in the Offering Memorandum, there is no alleged
     liability, or, to the best knowledge and information of the Company,
     potential liability (including, without limitation, alleged or potential
     liability for investigatory costs, cleanup costs, governmental response
     costs, natural resource damages, property damages, personal injuries, or
     penalties) of the Company or any of its subsidiaries arising out of, based
     on, or resulting from (1) the presence or release into the environment of
     any Hazardous Material at any location currently or previously owned by the
     Company or any of its subsidiaries or at any location currently or
     previously used or leased by the Company or any of its subsidiaries, or (2)
     any violation or alleged violation of any Environmental Law, except in each
     case with respect to clause (1) and (2), alleged or potential liabilities
     that, singly or in the aggregate, could not have a Material Adverse Effect.

          (t) The Company and each of its Subsidiaries has and will have, such
     permits, licenses, franchises and authorizations of governmental or
     regulatory authorities ("permits"), including, without limitation, under
     any applicable Environmental Laws, as are necessary or will be necessary,
     to own, lease and operate their respective properties and to conduct their
     respective businesses in the manner described in the Offering Memorandum,
     except for those permits the absence of which could not reasonably be
     expected to have a Material Adverse Effect; the Company and each of its
     Subsidiaries has fulfilled and performed all of its obligations with
     respect to such permits, except for such obligations the failure of which
     to be fulfilled or performed could not reasonably be expected to have a
     Material Adverse Effect and no event has occurred which allows, or after
     notice or lapse of time would allow, revocation or termination thereof or
     results in any other material impairment of the rights of the holder of any
     such permit, except for such event, that, individually or in the aggregate,
     could not reasonably be expected to have a Material Adverse Effect; and,
     except as described in the Offering Memorandum, such permits contain no
     restrictions that are or will be materially burdensome to the Company or
     any of its Subsidiaries.

          (u) The Company and its subsidiaries own or possess free and clear of
     all Liens or has the right to use free and clear of any rights of third
     parties that adversely affect such use by the Company and its subsidiaries
     all patents, patent rights, licenses, inventions, copyrights, know-how
     (including trade secrets and other unpatented and/or unpatentable
     proprietary or confidential information, systems or procedures),
     trademarks, service marks and trade names (collectively, "Intellectual
     Property") presently employed by either of them or which are proposed to be
     employed by either of them in connection with the businesses now operated
     by either of them or which are proposed to be operated by them, except
     where the failure to own or possess such Intellectual Property could not,
     either singly or in the aggregate, have a Material Adverse Effect. The use
     of such Intellectual Property in connection with the business and
     operations of the Company and its subsidiaries does not to the Company's
     knowledge, infringe on the rights or claimed rights of any person. No other
     person is, to the Company's knowledge, infringing upon any of the
     Intellectual Property of the Company or has notified the Company or any of
     its subsidiaries that it is claiming ownership of, or the right to use any
     Intellectual Property owned by the Company or its subsidiaries. the Company
     and its subsidiaries have taken all reasonable steps to protect the
     Intellectual Property from infringement by any other person, except where
     the failure to take such steps would not, individually or in the aggregate,
     have a Material Adverse


                                       11
<PAGE>   13

     Effect on the Company. Other than in connection with the use of so-called
     "off-the-shelf" software and except as otherwise disclosed in the Offering
     Memorandum, neither the Company nor its subsidiaries are obligated or under
     any liability whatsoever to make any payment in excess of $150,000 per
     fiscal year, in the aggregate, by way of royalties, fees or otherwise to
     any persons with respect to the use of the Intellectual Property. Neither
     the Company nor any of its subsidiaries has received (i) any notice of
     infringement of or conflict with assessed rights of others with respect to
     any Intellectual Property or (ii) any notice of an action or proceeding
     seeking to limit, cancel or question the validity of any Intellectual
     Property, which singly or in the aggregate, if the subject of any
     unfavorable decision, ruling or finding, might have a Material Adverse
     Effect on the Company.

          (v) All tax returns required to be filed by the Company or any of its
     subsidiaries in any jurisdiction have been filed, and all material taxes
     (including, without limitation, withholding taxes, penalties and interest,
     assessments, fees and other charges due or claimed to be due from any
     taxing authority) have been paid other than those being contested in good
     faith and for which adequate reserves have been provided. To the knowledge
     of the Company, there are no material proposed additional tax assessments
     against the Company, any of its subsidiaries or the assets or property of
     the Company or any of its subsidiaries.

          (w) The Company and its subsidiaries have certificates, consents,
     exemptions, orders, permits, franchises, licenses, authorizations, or other
     approvals (each, an "Authorization") of and from, and has made all
     declarations and filings with and notices to, all federal, state, local and
     other governmental authorities, all self-regulatory organizations and all
     courts and other tribunals, necessary or required to own, lease, license,
     operate and use their respective properties and assets and to conduct their
     business in the manner described in the Offering Memorandum except for such
     Authorizations the absence of which could not reasonably be expected to
     have a Material Adverse Effect on the Company; all such Authorizations are
     valid and in full force and effect; the Company and its subsidiaries are in
     compliance with the terms and conditions of all such Authorizations and
     with the rules and regulations of the regulatory authorities and governing
     bodies having jurisdiction with respect thereto; and neither the Company
     nor any of its subsidiaries has received any notice, or has any knowledge
     or belief (or any basis therefor), that any governmental body or agency is
     considering limiting, suspending or revoking any such Authorization.

          (x) Except as set forth in the Offering Memorandum and except as could
     not reasonably be expected to have a Material Adverse Effect on the
     Company, (i) the Company and its subsidiaries have good and marketable
     title, free and clear of all Liens except Liens for taxes not yet due and
     payable and Liens granted pursuant to the New Credit Facility, to all
     property and assets described in the Offering Memorandum as being owned by
     each of them. All leases to which the Company or any of its subsidiaries is
     a party are valid and binding and, to the best of the Company's knowledge,
     no default has occurred or is continuing thereunder which could reasonably
     be expected to have a Material Adverse Effect on the Company, and the
     Company and its subsidiaries enjoy peaceful and undisturbed possession
     under all such leases to which the Company and its subsidiaries are a party
     as lessee with such exceptions as do not materially interfere with the use
     currently made by the Company or its subsidiaries, as the case may be.

          (y) The Company maintains adequate insurance for its business and the
     value of its properties (including, without limitation, public liability
     insurance, third party property damage insurance and replacement value
     insurance), and, to the best of the Company's knowledge, all


                                       12
<PAGE>   14

     such insurance is outstanding and in force as of the date hereof.

          (z) The financial statements, together with related notes forming part
     of the Offering Documents (and any amendment or supplement thereto),
     present fairly the consolidated financial position, results of operations
     and changes in financial position of the Company on the basis stated in the
     Offering Documents at the respective dates or for the respective periods to
     which they apply, and such financial statements and related schedules and
     notes have been prepared in accordance with generally accepted accounting
     principles consistently applied throughout the periods involved, except as
     disclosed therein and the other financial and statistical information and
     data set forth in the Offering Documents (and any amendment or supplement
     thereto) is, in all material respects, accurately presented and prepared on
     a basis consistent with such financial statements and the books and records
     of the Company. The pro forma financial data are, in all material respects,
     accurately presented and prepared in good faith on the basis of the
     assumptions described therein, and such assumptions are reasonable and the
     adjustments used therein are appropriate to give effect to the transactions
     and circumstances referred to therein.

          (aa) The Company maintains a system of internal accounting controls
     sufficient to provide assurance that: (i) transactions are executed in
     accordance with management's general or specific authorizations; (ii)
     transactions are recorded as necessary to permit preparation of financial
     statements in conformity with generally accepted accounting principles and
     to maintain accountability for assets; and (iii) the recorded
     accountability for assets is compared with the existing assets at
     reasonable intervals and appropriate action is taken with respect thereto.

          (bb) Subsequent to the dates for which information is given in the
     Offering Documents and up to the Closing Date, unless set forth in the
     Offering Memorandum or the Company has notified the Initial Purchaser: (i)
     the Company has not incurred any liabilities or obligations, direct or
     contingent, which are expected to have a Material Adverse Effect on the
     Company, nor has the Company entered into any material transactions not in
     the ordinary course of business; (ii) there has not been any decrease in
     the Company's capital stock or any increase in long-term indebtedness to
     meet working capital requirements or any material increase in short-term
     indebtedness of the Company or any payment of or declaration to pay any
     dividends or any other distribution with respect to the Company's capital
     stock; and (iii) there has not been any event or series of events that
     could reasonably be expected to have a Material Adverse Effect.

          (cc) Prior to and immediately after the issuance of the Preferred
     Stock (i) the present fair saleable value of the assets of the Company and
     its subsidiaries exceeded and will exceed the amount that will be required
     to be paid on, or in respect of, the debts and other liabilities (including
     contingent liabilities) of the Company and its subsidiaries as they become
     absolute and matured, (ii) the assets of the Company and its subsidiaries
     do not constitute and will not constitute unreasonably small capital to
     carry out their businesses as conducted or as proposed to be conducted, and
     (iii) the Company and its subsidiaries do not intend to, or believe that it
     will, incur debts or other liabilities beyond its ability to pay such debts
     and liabilities as they mature. In computing the amount of such contingent
     liabilities at any time, it is intended that such liabilities will be
     computed at the amount that, in light of all the facts and circumstances
     existing at such time, represents the amount than can reasonably be
     expected to become an actual or matured liability.

          (dd) Except as would not otherwise be unlawful, the Company has not
     (i) taken, directly or indirectly, any action designed to cause or to
     result in, or that has constituted or which


                                       13
<PAGE>   15

     might reasonably be expected to constitute, the stabilization or
     manipulation of the price of any security of the Company to facilitate the
     sale or resale of the Preferred Stock.

          (ee) Neither the Company nor any of its subsidiaries nor any agent
     thereof acting on the behalf of them, has taken or will take any action
     that might cause this Agreement or the issuance or sale of the Preferred
     Stock to violate Regulation G (12 C.F.R. Part 207), Regulation T (12 C.F.R.
     Part 220), Regulation U (12 C.F.R. Part 221) or Regulation X (12 C.F.R.
     Part 224) of the Board of Governors of the Federal Reserve System, in each
     case as in effect now or as the same may hereafter be in effect on the
     Closing Date.

          (ff) Neither the Company nor any of its subsidiaries is an "investment
     company" or a company "controlled" by an investment company within the
     meaning of the Investment Company Act of 1940, as amended.

          (gg) The accountants, Ernst & Young LLP, that have certified certain
     of the financial statements and supporting schedules included in the
     Offering Memorandum are independent public accountants, as required by the
     Act and the Exchange Act. The historical financial statements, together
     with related schedules and notes, set forth in the Offering Memorandum
     comply as to form in all material respects with the requirements applicable
     to registration statements on Form S-1 under the Act.

          (hh) When the Preferred Stock are issued and delivered pursuant to
     this Agreement, such Preferred Stock will not be of the same class (within
     the meaning of Rule 144A under the Act) as securities of the Company that
     are listed on a national securities exchange registered under Section 6 of
     the Exchange Act or that are quoted in a United States automated
     inter-dealer quotation system.

          (ii) Assuming (i) that the representations and warranties of the
     Initial Purchaser in Section 7 hereof are true, (ii) that the Initial
     Purchaser complied with their covenants as set forth in Section 7 hereof,
     (iii) that none of the Eligible Purchasers is an affiliate of the Company
     and (iv) that each of the Eligible Purchasers is a QIB or is purchasing the
     Preferred Stock pursuant to the exemption provided for under Regulation S,
     the purchase and resale of the Preferred Stock pursuant hereto (including
     pursuant to the Exempt Resales) is exempt from the registration
     requirements of the Act. No form of general solicitation or general
     advertising was used by the Company or any of its representatives (other
     than the Initial Purchaser, as to whom the Company makes no representation)
     in connection with the offer and sale of the Preferred Stock, including,
     but not limited to, articles, notices or other communications published in
     any newspaper, magazine, or similar medium or broadcast over television or
     radio, or any seminar or meeting whose attendees have been invited by any
     general solicitation or general advertising. No securities of the same
     class as the Preferred Stock have been issued and sold by the Company
     within the six-month period immediately prior to the date hereof.

          (jj) The execution and delivery of this Agreement, the other Operative
     Documents and the sale of the Securities to be purchased by the Eligible
     Purchasers will not involve any prohibited transaction within the meaning
     of Section 406 of ERISA or Section 4975 of the Code with respect to any
     employee benefit plan of the Company. The representation made by the
     Company in the preceding sentence is made in reliance upon and subject to
     the accuracy of, and compliance with, the representations and covenants
     made or deemed made by the Eligible Purchasers as set forth in the Offering
     Documents under the Section entitled "Notice to Investors."



                                       14
<PAGE>   16

          (kk) The Offering Memorandum, as of its date contains, and as of the
     Closing Date will contain, all the information specified in, and meeting
     the requirements of, Rule 144A(d)(4) under the Act.

          (ll) None of the Company, its subsidiaries or any of its or their
     affiliates or any person acting on its or their behalf has engaged or will
     engage in any directed selling efforts within the meaning of Regulation S
     with respect to the Preferred Stock, and the Company, its subsidiaries and
     its or their affiliates and all persons acting on its or their behalf have
     complied or will comply with the offering restrictions requirements of
     Regulation S in connection with the offering of the Preferred Stock outside
     the United States.

          (mm) There is no "substantial U.S. market interest" as defined in rule
     902(n) of Regulation S for the Preferred Stock or any security of the same
     class as the Preferred Stock.

          (nn) The sale of the Preferred Stock in offshore transactions pursuant
     to Regulation S is not part of a plan or scheme to evade the registration
     provisions of the Act.

          (oo) The Company and its subsidiaries have complied with all of the
     provisions of Florida H.B. 1771, codified as Section 517.075, of the
     Florida statutes, and all regulations promulgated thereunder relating to
     issuers doing business with the Government of Cuba or with any person or
     any affiliate located in Cuba.


     7. REPRESENTATIONS, WARRANTIES AND CERTAIN AGREEMENTS OF THE INITIAL
PURCHASER. The Initial Purchaser represents and warrants to the Company as
follows:

          (a) The Initial Purchaser is a QIB with such knowledge and experience
     in financial and business matters as is necessary in order to evaluate the
     merits and risks of an investment in the Preferred Stock.

          (b) The Initial Purchaser (i) is not acquiring the Preferred Stock
     with a view to any distribution thereof that would violate the Act or the
     securities laws of any state of the United States or any other applicable
     jurisdiction and (ii) will be reoffering and reselling the Preferred Stock
     only to QIBs in reliance on the exemption from the registration
     requirements of the Act provided by Rule 144A and to persons outside the
     United States in reliance on the exemption from the registration
     requirements of the Act provided by Regulation S.

          (c) No form of general solicitation or general advertising (within the
     meaning of Regulation D under the Act) has been or will be used by the
     Initial Purchaser or any of its representatives in connection with the
     offer and sale of any of the Preferred Stock, including, but not limited
     to, articles, notices or other communications published in any newspaper,
     magazine, or similar medium or broadcast over television or radio, or any
     seminar or meeting whose attendees have been invited by any general
     solicitation or general advertising.

          (d) The Initial Purchaser agrees that, in connection with the Exempt
     Resales, it will solicit offers to buy the Preferred Stock only from, and
     will offer to sell the Preferred Stock only to, Eligible Purchasers. The
     Initial Purchaser further agrees that it will offer to sell the Preferred
     Stock only to, and will solicit offers to buy the Preferred Stock only
     from, persons who in


                                       15
<PAGE>   17

     purchasing such Preferred Stock will be deemed to have represented and
     agreed (i) if such Eligible Purchasers are QIBs, that they are purchasing
     the Preferred Stock for their own account or accounts with respect to which
     they exercise sole investment discretion and that they or such accounts are
     QIBs, (ii) that such Preferred Stock will not have been registered under
     the Act and may be resold, pledged or otherwise transferred, only (1) (a)
     inside the United States to a person who the seller reasonably believes is
     a "qualified institutional buyer" within the meaning of Rule 144A under the
     Act in a transaction meeting the requirements of Rule 144A, (b) in a
     transaction meeting the requirements of Rule 144 under the Act, (c) outside
     the United States to a foreign person in a transaction meeting the
     requirements of Rule 904 under the Act or (d) in accordance with another
     exemption from the registration requirements of the Act (and based in the
     case of clauses (b) and (c) above upon an opinion of counsel if the Company
     so requests), (2) to the Company or (3) pursuant to an effective
     registration statement under the Act, in each case, in accordance with any
     applicable securities laws of any state of the United States or any other
     applicable jurisdiction, and (iii) that the holder will, and each
     subsequent holder is required to, notify any purchaser from it of the
     security evidenced thereby of the resale restrictions set forth in (ii)
     above. Accordingly, the Initial Purchaser represents and agrees that
     neither it, its affiliates nor any persons acting on its or their behalf
     has engaged or will engage in any directed selling efforts within the
     meaning of Rule 901(b) of Regulation S with respect to the Preferred Stock,
     and it, or its affiliates and all persons acting on its or their behalf
     have complied and will comply with the offering restrictions requirements
     of Regulation S.

          (e) The Initial Purchaser represents and agrees that the Preferred
     Stock offered and sold in reliance on Regulation S have been and will be
     offered and sold only in offshore transactions and that such securities
     have been and will be represented upon issuance by a global security that
     may not be exchanged for definitive securities until the expiration of the
     Restricted Period and only upon certification of beneficial ownership of
     the securities by a non-U.S. person or a U.S. person who purchased such
     securities in a transaction that was exempt from the registration
     requirements of the Act, which U.S. person will acquire an interest in a
     Transfer Restricted Security.

          (f) The Initial Purchaser agrees that, at or prior to confirmation of
     a sale of Preferred Stock (other than a sale pursuant to Rule 144A), it
     will have sent to each distributor, dealer or person receiving a selling
     concession, fee or other remuneration that purchases the Preferred Stock
     from it during the Restricted Period a confirmation or notice to
     substantially the following effect:

                  "The Preferred Stock covered hereby have not been registered
                  under the U.S. Securities Act of 1933, as amended (the
                  "Securities Act") and may not be offered and sold within the
                  United States or to, or for the account or benefit of, U.S.
                  persons (i) as part of their distribution at any time or (ii)
                  otherwise until 40 days after the later of the commencement of
                  the offering and the closing date, except in either case in
                  accordance with Regulation S (or Rule 144A if available) under
                  the Securities Act. Terms used above have the same meanings
                  assigned to them in Regulation S."

          The Initial Purchaser further agrees that it has not entered and will
     not enter into any contractual arrangement with respect to the distribution
     or delivery of the Preferred Stock, except with its affiliates or with the
     prior written consent of the Company.

          (g) The Initial Purchaser agrees that it will not offer, sell or
     deliver any of the


                                       16
<PAGE>   18

     Preferred Stock in any jurisdiction outside the United States except under
     circumstances that will result in compliance with the applicable laws
     thereof, and that it will take at its own expense whatever action is
     required to permit its purchase and resale of the Preferred Stock in such
     jurisdictions. The Initial Purchaser understands that no action has been
     taken to permit a public offering in any jurisdiction outside the United
     States where action would be required for such purpose.

          (h) The Initial Purchaser agrees not to cause any advertisement of the
     Preferred Stock to be published in any newspaper or periodical or posted in
     any public place and not to issue any circular relating to the Preferred
     Stock, except such advertisements as include the statements required by
     Regulation S.

          (i) The sale of the Preferred Stock in offshore transactions pursuant
     to Regulation S is not part of a plan or scheme to evade the registration
     provisions of the Act.

          (j) The Initial Purchaser is not a pension or welfare plan (as defined
     in Section 3 of ERISA) and is not acquiring the Preferred Stock on behalf
     of a pension or welfare plan.

          (k) Prior to consummating the Eligible Resales, the Initial Purchaser
     shall have delivered a copy of the Offering Memorandum and any supplements
     or amendments thereto to each Eligible Purchaser.

          (l) The Initial Purchaser also understands that the Company and, for
     purposes of the opinions to be delivered to the Initial Purchaser pursuant
     to Sections 9(d) and (e) hereof, counsel to the Company and counsel to the
     Initial Purchaser will rely upon the accuracy and truth of the foregoing
     representations and the Initial Purchaser hereby consents to such reliance.


     8. INDEMNIFICATION.

          (a) The Company agrees to indemnify and hold harmless (i) the Initial
     Purchaser, (ii) each person, if any, who controls (within the meaning of
     Section 15 of the Act or Section 20 of the Exchange Act) the Initial
     Purchaser (any of the persons referred to in this clause (ii) being
     hereinafter referred to as a "controlling person"), and (iii) the
     respective officers, directors, partners, employees, representatives and
     agents of the Initial Purchaser or any controlling person (any person
     referred to in clause (i), (ii) or (iii) in such capacity may hereinafter
     be referred to as an "Indemnified Person") to the fullest extent lawful,
     from and against any and all losses, claims, damages, liabilities,
     judgments, actions and expenses (including, without limitation and as
     incurred, reimbursement of all reasonable costs of investigating,
     preparing, pursuing or defending any claim or action, or any investigation
     or proceeding by any governmental agency or body, commenced or threatened,
     including the reasonable fees and expenses of counsel to any Indemnified
     Person) directly or indirectly caused by, related to, based upon, arising
     out of or in connection with any untrue statement or alleged untrue
     statement of a material fact contained in the Offering Memorandum or any
     Rule 144A Information provided by the Company to any holder or prospective
     purchaser of Preferred Stock pursuant to Section 5(n) (or any amendment or
     supplement thereto), or any omission or


                                       17
<PAGE>   19

     alleged omission to state therein a material fact required to be stated
     therein or necessary to make the statements therein (in the light of the
     circumstances under which they were made) not misleading, except insofar as
     such losses, claims, damages, liabilities, judgments, actions or expenses
     are caused by an untrue statement or omission or alleged untrue statement
     or omission that is made in reliance upon and in conformity with
     information relating to the Initial Purchaser furnished in writing to the
     Company by the Initial Purchaser expressly for use in the Offering
     Memorandum (or any amendment or supplement thereto); provided that the
     Company delivered the Offering Memorandum, as it may be amended or
     supplemented, to the Initial Purchaser in requisite quantity on a timely
     basis to permit such delivery or sending. The Company also agrees to
     reimburse each Indemnified Person for any and all fees and expenses
     (including, without limitation, the reasonable fees and expenses of
     counsel) as they are incurred in connection with enforcing such Indemnified
     Person's rights under this Agreement (including, without limitation, its
     rights under this Section 8). The Company shall notify the Initial
     Purchaser promptly of the institution, threat or assertion of any claim,
     proceeding (including any governmental investigation) or litigation in
     connection with the matters addressed by this Agreement which involves the
     Company or an Indemnified Person.

          (b) In case any action or proceeding (including any governmental or
     regulatory investigation or proceeding) shall be brought or asserted
     against any of the Indemnified Persons with respect to which indemnity may
     be sought against the Company, such Indemnified Person shall promptly
     notify the Company in writing (provided, that the failure to give such
     notice shall not relieve the Company of its obligations pursuant to this
     Agreement) and the Company shall assume the defense thereof, including the
     employment of counsel reasonably satisfactory to such Indemnified Person
     and payment of all reasonable fees and expenses (regardless of whether it
     is ultimately determined that an Indemnified Person is not entitled to
     indemnification hereunder). Such Indemnified Person shall have the right to
     employ separate counsel in any such action and participate in the defense
     thereof, but the fees and expenses of such counsel shall be at the expense
     of such Indemnified Person unless (i) the employment of such counsel shall
     have been specifically authorized in writing by the Company, (ii) the
     Company shall have failed to assume the defense and employ counsel or (iii)
     the named parties to any such action (including any impleaded parties)
     include both such Indemnified Person and the Company and such Indemnified
     Person shall have been advised by such counsel that there may be one or
     more legal defenses available to it which are different from or additional
     to those available to the Company (in which case the Company shall not have
     the right to assume the defense of such action on behalf of such
     Indemnified Person, it being understood, however, that the Company shall
     not, in connection with any one such action or separate but substantially
     similar or related actions in the same jurisdiction arising out of the same
     general allegations or circumstances, be liable for the fees and expenses
     of more than one separate firm of attorneys (in addition to any local
     counsel) for all such Indemnified Persons, which firm shall be designated
     in writing by the Initial Purchaser and that all such reasonable fees and
     expenses shall be reimbursed as they are incurred). The Company shall not
     be liable for any settlement of any such action or proceeding effected
     without the prior written consent of the Company, but if settled with the
     written consent of the Company, which consent will not be unreasonably
     withheld, the Company agrees to indemnify and hold harmless any Indemnified
     Person from and against any loss, claim, damage, liability or expense by
     reason of any such settlement. Notwithstanding the foregoing sentence, if
     at any time an Indemnified Person shall have requested the Company to
     reimburse the Indemnified Person for fees and expenses of counsel as
     contemplated by the second sentence of this paragraph, the Company agrees
     that it shall be liable for any settlement of any proceeding effected
     without the Company's written consent if (i) such settlement is entered
     into more than thirty (30) business days after receipt by the Company of
     the aforesaid request, and (ii) the Company shall not have reimbursed the
     Indemnified Person in accordance with such request prior to the date of
     such settlement or contested the reasonableness of such fees and expenses
     prior to the date of such settlement. The Company shall not, without the
     prior written consent of each Indemnified Person (which consent


                                       18
<PAGE>   20

     shall not unreasonably be withheld), settle or compromise or consent to the
     entry of judgment in or otherwise seek to terminate any pending or
     threatened action, claim, litigation or proceeding in respect of which
     indemnification or contribution may be sought hereunder (whether or not any
     Indemnified Person is a party thereto), unless such settlement, compromise,
     consent or termination includes an unconditional release of each
     Indemnified Person from all liability arising out of such action, claim,
     litigation or proceeding.

          (c) The Initial Purchaser agrees to indemnify and hold harmless the
     Company, any person controlling (within the meaning of Section 15 of the
     Act or Section 20 of the Exchange Act) the Company and the officers,
     directors, partners, employees, representatives and agents of each such
     person to the same extent as the foregoing indemnity from the Company to
     each of the Indemnified Persons, but only with respect to claims, actions,
     losses, damages, liabilities, judgments or expenses based on information
     relating to the Initial Purchaser furnished in writing by the Initial
     Purchaser expressly for use in the Offering Memorandum (or any amendments
     or modifications thereto); provided however, that in no case shall the
     Initial Purchaser be liable or responsible for any amount in excess of the
     discounts and commissions received by the Initial Purchaser, as set forth
     on the cover page of the Offering Memorandum.

          (d) If the indemnification provided for in this Section 8 is
     unavailable to an indemnified party in respect of any losses, claims,
     damages, liabilities, judgments, actions or expenses referred to herein,
     then each indemnifying party, in lieu of indemnifying such indemnified
     party, shall contribute to the amount paid or payable by such indemnified
     party as a result of such losses, claims, damages, liabilities, judgments,
     actions and expenses (i) in such proportion as is appropriate to reflect
     the relative benefits received by the indemnifying party (or parties, as
     applicable) on the one hand and the indemnified party (or parties, as
     applicable) on the other hand from the offering of the Preferred Stock or
     (ii) if the allocation provided by clause (i) above is not permitted by
     applicable law, in such proportion as is appropriate to reflect not only
     the relative benefits referred to in clause (i) above but also the relative
     fault of the indemnifying party (or parties, as applicable) and the
     indemnified party, (or parties, as applicable) as well as any other
     relevant equitable considerations. The relative benefits received by the
     Company on the one hand, and the Initial Purchaser, on the other hand,
     shall be deemed to be in the same proportion as the total proceeds from the
     Offering (net of Initial Purchaser's discounts and commissions but before
     deducting expenses) received by the Company bear to the total discounts and
     commissions received by the Initial Purchaser, in each case, as set forth
     on the table on the cover page of the Offering Memorandum. The relative
     fault of the Company, on the one hand, and the Initial Purchaser, on the
     other hand, shall be determined by reference to, among other things,
     whether the untrue or alleged untrue statement of a material fact or the
     omission or alleged omission to state a material fact related to
     information supplied by the Company, on the one hand, or the Initial
     Purchaser, on the other hand, and the parties' relative intent, knowledge,
     access to information and opportunity to correct or prevent such statement
     or omission.

          the Company and the Initial Purchaser agree that it would not be just
     and equitable if contribution pursuant to this Section 8(d) were determined
     by pro rata allocation or by any other method of allocation which does not
     take account of the equitable considerations referred to in the immediately
     preceding paragraph. The amount paid or payable by an indemnified party as
     a result of the losses, claims, damages, liabilities, judgments, actions or
     expenses referred to in the immediately preceding paragraph shall be deemed
     to include, subject to the limitations set forth above, any legal or other
     expenses reasonably incurred by such indemnified party in connection with
     investigating or defending any such action or claim. Notwithstanding the
     provisions of this


                                       19
<PAGE>   21

     Section 8, the Initial Purchaser (and the Initial Purchaser's related
     Indemnified Persons) shall not be required to contribute, in the aggregate,
     any amount in excess of the amount by which the total discount applicable
     to the Preferred Stock purchased by the Initial Purchaser pursuant to this
     Agreement exceeds the amount equal to (i) the amount of any damages which
     the Initial Purchaser has otherwise been required to pay by reason of such
     untrue or alleged untrue statement or omission or alleged omission plus
     (ii) any amount paid or contributed by the Initial Purchaser pursuant to
     the Registration Rights Agreement. No person guilty of fraudulent
     misrepresentation (within the meaning of Section 11(f) of the Act) shall be
     entitled to contribution from any person who was not guilty of such
     fraudulent misrepresentation.

          (e) The indemnity and contribution agreements of the Company contained
     in this Section 8 are in addition to any liability or obligation which the
     Company may otherwise have to the Indemnified Persons and the indemnity and
     contribution agreements of the Initial Purchaser contained in this Section
     8 are in addition to any liability or obligation which the Initial
     Purchaser may otherwise have to the Company, any person controlling (within
     the meaning of Section 15 of the Act or Section 20 of the Exchange Act) the
     Company and the officers, directors, partners, employees, representatives
     and agents of each such person.


     9. CONDITIONS OF THE INITIAL PURCHASER'S OBLIGATIONS. The several
obligations of the Initial Purchaser to purchase and pay for the Preferred Stock
as provided herein, shall be subject to the satisfaction of each of the
following conditions:

          (a) All the representations and warranties of the Company contained in
     this Agreement shall be true and correct on the Closing Date, with the same
     force and effect as if made on and as of the date hereof and the Closing
     Date, respectively. The Company shall have performed or complied with its
     obligations and agreements and satisfied the conditions to be performed,
     complied with or satisfied by it on or prior to the Closing Date.

          (b) (1) The Offering Memorandum shall have been printed and copies
          distributed to the Initial Purchaser not later than 48 hours prior to
          the 9:00 a.m. on the Closing Date or at such later date and time as to
          which the Initial Purchaser may approve;

               (2) no action shall have been taken and no statute, rule,
          regulation or order shall have been enacted, adopted or issued by any
          governmental agency that would, as of the Closing Date, prevent the
          issuance of the Preferred Stock;

               (3) no injunction, restraining order or order of any nature by a
          federal or state court of competent jurisdiction shall have been
          issued as of the Closing Date or, to the best knowledge of the
          Company, threatened against, the Company which would prevent the
          issuance of the Preferred Stock; and

               (4) no stop order preventing the use of the Offering Documents,
          or any amendment or supplement thereto, or suspending the
          qualification or exemption from qualification of the Preferred Stock
          for sale in any jurisdiction designated by the Initial Purchaser
          pursuant to Section 5(e) hereof shall have been issued and no
          proceedings for that purpose shall have been commenced or shall be
          pending threatened or, to the Company's knowledge, contemplated.



                                       20
<PAGE>   22

          (c) (1) (i)Since the date of the latest balance sheet in the Offering
          Memorandum, and except as provided therein, there shall not have been
          any material adverse change, or any development involving a
          prospective material adverse change, in the assets, properties,
          business, results of operations, condition (financial or otherwise) or
          prospects, whether or not arising in the ordinary course of business,
          of the Company and its subsidiaries, taken as a whole, (ii) since the
          date of the latest balance sheet included in the Offering Memorandum,
          and except as provided therein, there shall not have been any material
          change, or any development that is reasonably likely to result in a
          material change, in the capital stock or in the long-term debt, or
          material increase in short-term debt, of the Company and its
          subsidiaries, taken as a whole, from that set forth in the Offering
          Memorandum and (iii) except as set forth in the Offering Memorandum,
          neither the Company nor any of its subsidiaries shall have any
          liability or obligation, direct or contingent, which is material to
          the Company;

               (2) the Company shall not have any material liability or
          obligation, direct or contingent, other than those reflected in the
          Offering Memorandum; and

               (3) the Initial Purchaser shall have received certificates dated
          the Closing Date, signed on behalf of the Company by (i) the President
          and (ii) the Chief Financial Officer of the Company, confirming all
          matters set forth in Sections 9(a), (b) and (c) hereof.

          (d) On the Closing Date, the Initial Purchaser shall have received an
     opinion or opinions (satisfactory to the Initial Purchaser and counsel to
     the Initial Purchaser) dated the Closing Date, of Wachtell, Lipton, Rosen &
     Katz, counsel for the Company, or Kevin J. Rogan, Vice President and
     General Counsel of the Company, substantially to the effect that:

               (1) Each of the Company and its subsidiaries (i) is organized and
          validly existing as a corporation in good standing under the laws of
          its respective jurisdiction, (ii) has all requisite corporate power
          and authority to carry on its business as described in the Offering
          Memorandum and to own, lease and operate its properties, and (iii) is
          duly qualified and is in good standing as a foreign corporation
          authorized to do business in each jurisdiction in which the nature of
          its business or its ownership or leasing of property requires such
          qualification except where the failure to be so qualified would not
          have a Material Adverse Effect.

               (2) All of the issued and outstanding shares of capital stock of,
          or other securities evidencing equity ownership interests in, the
          Company and each of its subsidiaries have been duly and validly
          authorized and issued, and, except as otherwise disclosed in the
          Offering Memorandum, all of the shares of capital stock of, or other
          securities evidencing equity ownership interests in, each such
          subsidiary are owned, directly or indirectly, by the Company. All such
          shares of capital stock are fully paid and non-assessable and have not
          been issued in violation of any preemptive or similar rights and are
          owned free and clear of any Lien, except for Liens granted pursuant to
          the New Credit Facility. There are not currently, and will not be as a
          result of the Offering any outstanding subscriptions, rights,
          warrants, options, calls, convertible securities, commitments of sale
          or Liens related to or entitling any person to purchase or otherwise
          to acquire any shares of the capital stock of, or other securities
          evidencing equity ownership interests in, the Company or any of its
          subsidiaries other than warrants held by


                                       21
<PAGE>   23

          affiliates of the Initial Purchaser or affiliates of NEHC.

               (3) the Company has all requisite corporate power and authority
          to execute, deliver and perform its obligations under the Operative
          Documents to which it is a party, and to consummate the transactions
          contemplated thereby, including, without limitation, the corporate
          power and authority to issue, sell and deliver the Preferred Stock to
          the Initial Purchaser.

               (4) Neither the Company nor any of its subsidiaries is (i) in
          violation of its charter or bylaws or partnership agreement, as the
          case may be, (ii) in default in the performance of any obligation,
          agreement or condition contained in any bond, debenture, note or any
          other evidence of indebtedness or in any other agreement, indenture or
          instrument, in each case which is material to the conduct of the
          business of the Company, to which the Company is a party or by which
          it or any of the Company's subsidiaries or their respective property
          is bound, or (iii) in violation of any local, state or federal law,
          statute, ordinance, rule, regulation, requirement, judgment or court
          decree (including, without limitation, environmental laws, statutes,
          ordinances, rules, regulations, judgments or court decrees) applicable
          to the Company, its subsidiaries or any of its assets or properties
          (whether owned or leased), other than violations or defaults that
          would not reasonably be expected to have a Material Adverse Effect. To
          the best knowledge of the Company, there exists no condition that,
          with notice, the passage of time or otherwise, would constitute a
          default under any such document or instrument, except for such
          defaults that could not reasonably be expected to have a Material
          Adverse Effect.

               (5) None of (i) the execution, delivery or performance by the
          Company of this Agreement and the other Operative Documents, (ii) the
          issuance and sale of the Preferred Stock by the Company and (iii) the
          consummation by the Company of the transactions described in the
          Offering Memorandum under the caption "Use of Proceeds," will conflict
          with or constitute a breach of, or a default under, or result in the
          imposition of a lien or encumbrance on any properties of the Company
          or an acceleration of indebtedness pursuant to, (1) the charter or
          bylaws of the Company (2) to the best of its knowledge, any bond,
          debenture, note, indenture, mortgage, deed of trust or other agreement
          or instrument to which the Company is a party or by which any of its
          property is bound, or (3) any law or administrative regulation
          applicable to the Company or any of its assets or properties, or any
          judgment, order or decree of any court or governmental agency or
          authority entered in any proceeding to which the Company was or is now
          a party or to which any of its properties may be subject except as
          would not have a Material Adverse Effect. No consent, approval,
          authorization or order of, or filing or registration with, any
          regulatory body, administrative agency, or other governmental agency
          (except as securities or Blue Sky laws of the various states may
          require) is required for the execution, delivery and performance of
          the Operative Documents and the valid issuance and sale of the
          Preferred Stock. No consents or waivers from any person are required
          to consummate the transactions contemplated by the Operative Documents
          or the Offering Documents, other than such consents and waivers as
          have been or will be obtained prior to the Closing Date or, in the
          case of the Registration Rights Agreement and the transactions
          contemplated thereby, will be obtained and made under the Act, the
          Trust Indenture Act and state securities or Blue Sky laws and
          regulations.

               (6) This Agreement has been duly authorized and, when validly
          executed by


                                       22
<PAGE>   24

          the Company and (assuming the due execution and delivery thereof by
          the Initial Purchaser) is a legally valid and binding obligation of
          the Company, enforceable against the Company in accordance with its
          terms, except as the enforceability thereof may be (i) subject to
          applicable bankruptcy, insolvency, moratorium, reorganization or
          similar laws in effect which affect the enforcement of creditors'
          rights generally, (ii) limited by general principles of equity
          (whether considered in a proceeding at law or in equity) and (iii)
          limited by securities laws prohibiting or limiting the availability
          of, and public policy against, indemnification or contribution.

               (7) The Company has duly authorized the Indenture, and if and
          when the Company has duly executed and delivered the Indenture
          (assuming the due authorization, execution and delivery thereof by the
          Trustee), the Indenture will be the legally valid and binding
          obligation of the Company, enforceable against the Company in
          accordance with its terms, except as the enforceability thereof may be
          (i) subject to applicable bankruptcy, insolvency, moratorium,
          reorganization or similar laws in effect which affect the enforcement
          of creditors' rights generally and (ii) limited by general principles
          of equity (whether considered in a proceeding at law or in equity).

               (8) The Company has duly authorized the Preferred Stock and, when
          issued and authenticated in accordance with the terms of the
          Certificate of Designation and delivered to and paid for by the
          Initial Purchaser in accordance with the terms hereof, will be the
          legally valid and binding obligations of the Company, enforceable
          against the Company in accordance with their terms, except as the
          enforceability thereof may be (i) subject to applicable bankruptcy,
          insolvency, moratorium, reorganization or similar laws in effect which
          affect the enforcement of creditors' rights generally and (ii) limited
          by general principles of equity (whether considered in a proceeding at
          law or in equity).

               (9) The Company has duly authorized the New Preferred Stock and,
          when issued and authenticated in accordance with the terms of the
          Registered Exchange Offer and the Certificate of Designation, the New
          Preferred Stock will be the legally valid and binding obligations of
          the Company, enforceable against the Company in accordance with their
          terms, except as the enforceability thereof may be (i) subject to
          applicable bankruptcy, insolvency, moratorium, reorganization or
          similar laws in effect which affect the enforcement of creditors'
          rights generally and (ii) limited by general principles of equity
          (whether considered in a proceeding at law or in equity).

               (10) The Exchange Debentures have been duly and validly
          authorized for issuance and, if and when issued and delivered by the
          Company in accordance with the terms of the Indenture and the
          Certificate of Designation, the Exchange Debentures will be the valid
          and binding obligations of the Company, enforceable against the
          Company in accordance with their terms and entitled to the benefits of
          the Indenture, except that (a) such enforceability may be limited by
          bankruptcy, insolvency, fraudulent conveyance, reorganization,
          moratorium (whether general or specific) or similar laws now or
          hereafter in effect relating to or affecting creditors' rights and
          remedies generally, (b) such enforceability may be limited by the
          effects of general principals of equity and by the discretion of the
          court before which any proceeding therefor may be brought (whether
          such proceeding is at law or in equity or in a bankruptcy proceeding),
          (c) rights to contribution or indemnification may be limited by the
          laws, rules or regulations of any governmental authority or agency
          thereof or by public policy, and (d) waivers as to


                                       23
<PAGE>   25

          usury, stay or extension laws may be unenforceable.

               (11) The New Exchange Debentures have been duly and validly
          authorized for issuance and, if and when issued and delivered by the
          Company in accordance with the terms of the Indenture and the
          Certificate of Designation, the Exchange Debentures will be the valid
          and binding obligations of the Company, enforceable against the
          Company in accordance with their terms and entitled to the benefits of
          the Indenture, except that (a) such enforceability may be limited by
          bankruptcy, insolvency, fraudulent conveyance, reorganization,
          moratorium (whether general or specific) or similar laws now or
          hereafter in effect relating to or affecting creditors' rights and
          remedies generally, (b) such enforceability may be limited by the
          effects of general principals of equity and by the discretion of the
          court before which any proceeding therefor may be brought (whether
          such proceeding is at law or in equity or in a bankruptcy proceeding),
          (c) rights to contribution or indemnification may be limited by the
          laws, rules or regulations of any governmental authority or agency
          thereof or by public policy, and (d) waivers as to usury, stay or
          extension laws may be unenforceable.

               (12) The Registration Rights Agreement has been duly authorized
          and when validly executed by the Company will be (assuming the due
          execution and delivery thereof by the Initial Purchaser) the legally
          valid and binding obligation of the Company, enforceable against the
          Company in accordance with its terms, except as the enforceability
          thereof may be (i) subject to applicable bankruptcy, insolvency,
          moratorium, reorganization or similar laws in effect which affect the
          enforcement of creditors' rights generally and (ii) limited by general
          principles of equity (whether considered in a proceeding at law or in
          equity).

               (13) To the best knowledge of such counsel, there is (i) no
          action, suit, proceeding or investigation before or by any court,
          arbitrator or governmental agency, body or official, domestic or
          foreign, now pending, threatened, or, to the knowledge of the Company,
          contemplated to which the Company is or may be a party or to which the
          business or property of the Company is subject, (ii) no statute, rule,
          regulation or order that has been enacted, adopted or issued by any
          governmental agency or, to the best knowledge of the Company, proposed
          by any governmental body or (iii) no injunction, restraining order or
          order of any nature issued by a federal or state court of competent
          jurisdiction to which the Company is or may be subject that, in the
          case of clauses (i), (ii) and (iii) above, (1) is required to be
          disclosed in the Offering Memorandum and that is not so disclosed, (2)
          might have a Material Adverse Effect or (3) would interfere with or
          adversely affect the issuance of the Preferred Stock.

               (14) To the best knowledge of such counsel, there are no holders
          of any security of the Company who by reason of the execution by the
          Company of this Agreement or any other Operative Document or the
          consummation of the transactions contemplated hereby and thereby, have
          the right to request or demand that the Company register under the
          Act, or analogous foreign laws and regulations, securities held by
          them.

               (15) The statements under the captions "Description of Preferred
          Stock," "Description of Indebtedness," "The Transactions," and "The
          Business,Litigation" in the Offering Memorandum, insofar as such
          statements constitute a summary of legal matters, documents or
          proceedings referred to therein, are correct in all material respects.



                                       24
<PAGE>   26

               (16) Neither the Company nor any of its subsidiaries nor any
          agent thereof acting on the behalf of them, has taken or will take any
          action that might cause this Agreement or the issuance or sale of the
          Preferred Stock to violate Regulation G (12 C.F.R. Part 207),
          Regulation T (12 C.F.R. Part 220), Regulation U (12 C.F.R. Part 221)
          or Regulation X (12 C.F.R. Part 224) of the Board of Governors of the
          Federal Reserve System, in each case as in effect now or as the same
          may hereafter be in effect on the Closing Date.

               (17) Neither the Company nor any of its subsidiaries is an
          "investment company" or a company "controlled" by an investment
          company within the meaning of the Investment Company Act of 1940, as
          amended.

               (18) When the Preferred Stock are issued and delivered pursuant
          to this Agreement, such Preferred Stock will not be of the same class
          (within the meaning of Rule 144A under the Act) as securities of the
          Company that are listed on a national securities exchange registered
          under Section 6 of the Exchange Act or that are quoted in a United
          States automated inter-dealer quotation system.

               (19) The Indenture is not required to be qualified under the
          Trust Indenture Act prior to the first to occur of (i) the Registered
          Exchange Offer and (ii) the effectiveness of the Shelf Registration
          Statement.

               (20) Assuming (i) that the representations and warranties of the
          Initial Purchaser in Section 7 hereof are true, (ii) that the Initial
          Purchaser complied with its covenants as set forth in Section 7
          hereof, (iii) that none of the Eligible Purchasers is an affiliate of
          the Company and (iv) that each of the Eligible Purchasers is a QIB,
          the purchase and resale of the Preferred Stock pursuant hereto
          (including pursuant to the Exempt Resales) is exempt from the
          registration requirements of the Act.

               (21) The Offering Memorandum, as of its date, and each amendment
          or supplement thereto, as of its date (except for the financial
          statement and the notes thereto and schedules and other financial,
          statistical and accounting data included therein, as to which no
          opinion need be expressed), complied as to form in all material
          respects with the requirements of Rule 144A of the Act.

          In addition, such counsel shall state that it has participated in
     conferences with representatives of the Company, representatives of the
     Company's accountants, the Initial Purchaser's representatives and counsel
     for the Initial Purchaser, at which conferences the contents of the
     Offering Documents and related matters were discussed, and, although such
     counsel has not independently verified and is not passing upon and assumes
     no responsibility for the accuracy, completeness or fairness of the
     statements contained in the Offering Documents (other than those that such
     counsel must opine on pursuant to Section 9(d)(15) of this Agreement), no
     facts have come to such counsel's attention which led it to believe that
     the Offering Memorandum, on the date thereof or on the date of such
     opinion, contained or contains an untrue statement of a material fact or
     omitted or omits to state a material fact necessary to make the statements
     contained therein, in the light of the circumstances under which they were
     made, not misleading (it being understood that such counsel need express no
     view with respect to the financial statements and data and related notes,
     the financial statement schedules and other

                                       25
<PAGE>   27

     financial, statistical and accounting data included in the Offering
     Documents).

          (e) The Initial Purchaser shall have received on the Closing Date an
     opinion, dated the Closing Date, of Latham & Watkins, in form and substance
     satisfactory to the Initial Purchaser.

          (f) The Initial Purchaser shall have received customary comfort
     letters from (i) Ernst & Young LLP, independent public accountants for the
     Company dated as of the date of this Agreement and as of the Closing Date,
     in form and substance satisfactory to the Initial Purchaser and counsel to
     the Initial Purchaser, with respect to the financial statements and certain
     financial information contained in the Offering Memorandum.

          (g) The Company shall have authorized, executed and filed the
     Certificate of Designation in accordance with Delaware law and the Initial
     Purchaser shall have received an original copy, duly executed by the
     Company.

          (h) The Company and the Initial Purchaser shall have entered into the
     Registration Rights Agreement for the benefit of the Initial Purchaser and
     the benefit of the other purchasers, in the form attached hereto as Exhibit
     A, and the Initial Purchaser shall have received counterparts, conformed as
     executed, thereof.

          (i) The Company shall have fully performed or complied with any of the
     agreements herein contained and required to be performed or complied with
     by the Company on or prior to the Closing Date.

          (j) Latham & Watkins shall have been furnished with such documents and
     opinions, in addition to those set forth above, as they may reasonably
     require for the purpose of enabling them to review or pass upon the matters
     referred to in this Section 9 and in order to evidence the accuracy,
     completeness or satisfaction in all material respects of any of the
     representations, warranties or conditions herein contained.


     10. EFFECTIVE DATE OF AGREEMENT AND TERMINATION.

          (a) This Agreement shall become effective upon the execution and
     delivery of this Agreement by the parties hereto. The Initial Purchaser may
     terminate this Agreement at any time prior to the Closing Date by written
     notice to the Company if any of the following has occurred: (i) since the
     respective dates as of which information is given in the Offering
     Documents, any adverse change or development involving a prospective
     adverse change which would cause a Material Adverse Effect on the Company,
     whether or not arising in the ordinary course of business, which would, in
     the Initial Purchaser's reasonable judgment, make it impracticable to
     market the Preferred Stock on the terms and in the manner contemplated in
     the Offering Documents; (ii) any outbreak or escalation of hostilities or
     other national or international calamity or crisis or material change in
     economic conditions, if the effect of such outbreak, escalation, calamity,
     crisis or change on the financial markets of the United States or elsewhere
     would, in the Initial Purchaser's reasonable judgment, be material and
     adverse and make it impracticable to market the Preferred Stock on the
     terms and in the manner contemplated in the Offering Documents; (iii) the
     suspension or material limitation of trading in securities on the New York
     Stock Exchange, the American Stock Exchange or the Nasdaq National Market
     System or


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<PAGE>   28

     limitation on prices for securities on any such exchange or national market
     system; (iv) the enactment, publication, decree or other promulgation of
     any federal or state statute, regulation, rule or order of any court or
     other governmental authority which in the Initial Purchaser's reasonable
     opinion causes or will cause a Material Adverse Effect; (v) the declaration
     of a banking moratorium by either federal or New York State authorities; or
     (vi) the taking of any action by any federal, state or local government or
     agency in respect of its monetary or fiscal affairs which in the Initial
     Purchaser's reasonable opinion has a material adverse effect on the
     financial markets in the United States.

          (b) If, on the Closing Date, the Initial Purchaser shall fail or
     refuse to purchase Preferred Stock in an aggregate principal amount that
     exceeds 10% of the total principal amount of the Preferred Stock and
     arrangements satisfactory to the Company for the purchase of such Preferred
     Stock are not made within 48 hours after such default, this Agreement shall
     terminate without liability on the part of the Company, except as otherwise
     provided in this Section 10. In any such case that does not result in
     termination of this Agreement, the Initial Purchaser or the Company may
     postpone the Closing Date for not longer than seven days, in order that the
     required changes, if any, in the Offering Memorandum or any other documents
     or arrangements may be effected. Any action taken under this paragraph
     shall not relieve a defaulting Initial Purchaser from liability in respect
     of any default by the Initial Purchaser under this Agreement.

          (c) If this Agreement shall be terminated by the Initial Purchaser
     pursuant to clause (i) of paragraph (a) of this Section 10 or because of
     the failure or refusal on the part of the Company to comply with the terms
     or to fulfill any of the conditions of this Agreement, the Company agrees
     to reimburse the Initial Purchaser for all out-of-pocket expenses
     (including, without limitation, the reasonable fees and disbursements of
     counsel) reasonably incurred by the Initial Purchaser. Notwithstanding any
     termination of this Agreement, the Company shall be liable for all expenses
     which it has agreed to pay pursuant to Section 5(i) hereof.

     11. AGREEMENT OF THE INITIAL PURCHASER.

     The Initial Purchaser agrees that, upon its receipt of any written notice
from the Company of the existence of any fact or the happening of any event that
requires the making of any additions to or changes in any offering memorandum,
registration statement or prospectus, or amendment or supplement thereto,
referred to in Section 5(d) hereof in order that such document will not contain
any untrue statement of a material fact or omission to state any material fact
necessary in order to make the statements therein, in the light of the
circumstances existing as of the date such document was delivered, not
misleading, the Initial Purchaser shall forthwith discontinue disposition of the
applicable Preferred Stock pursuant to such document until (i) the Initial
Purchaser receives from the Company copies of an amended or supplemented
document that the Company states in writing may be used by the Initial Purchaser
or (ii) the Initial Purchaser is advised in writing by the Company that the use
of such document may be resumed.

     12. MISCELLANEOUS.

          (a) Notices given pursuant to any provision of this Agreement shall be
     addressed as follows: (i) if to the Company, to Nebco Evans Holding
     Company, 545 Steamboat Road, Greenwich, Connecticut 06830, Attention:
     President, (ii) if to the Initial Purchaser, to Donaldson, Lufkin &
     Jenrette Securities Corporation, 277 Park Avenue, New York, New


                                       27
<PAGE>   29

     York 10172, Attention: Syndicate Department, and (iii) if to the Initial
     Purchaser pursuant to Section 11 hereof, to Donaldson, Lufkin & Jenrette
     Securities Corporation, 277 Park Avenue, New York, New York 10172,
     Attention: Syndicate Department & Compliance Department, or in any case to
     such other address as the person to be notified may have requested in
     writing.

          (b) The respective indemnities, contribution agreements,
     representations, warranties and other statements set forth in or made
     pursuant to this Agreement shall remain operative and in full force and
     effect, and will survive delivery of and payment for the Preferred Stock,
     regardless of (i) any investigation, or statement as to the results
     thereof, made by or on behalf of any such person, (ii) acceptance of the
     Preferred Stock and payment for them hereunder and (iii) termination of
     this Agreement.

          (c) Except as otherwise provided, this Agreement has been and is made
     solely for the benefit of and shall be binding upon the Company, the
     Initial Purchaser, any controlling persons referred to herein and their
     respective successors and assigns, all as and to the extent provided in
     this Agreement, and no other person shall acquire or have any right under
     or by virtue of this Agreement. The term "successors and assigns" shall not
     include a purchaser of any of the Preferred Stock from any of the Initial
     Purchaser merely because of such purchase.

          (d) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
     WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK AS APPLIED TO CONTRACTS
     MADE AND PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK.

          (e) This Agreement may be signed in various counterparts which
     together shall constitute one and the same instrument. Please confirm that
     the foregoing correctly sets forth the agreement between the Company and
     the Initial Purchaser.

          (f) All representations and warranties hereunder made by the Company
     and the opinion of Wachtell, Lipton, Rosen & Katz are qualified by the
     information contained in the Offering Memorandum.

                            [signature pages follow]


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<PAGE>   30



                                   Very truly yours,


                                   NEBCO EVANS HOLDING COMPANY


                                   By: ______________________________
                                       Name:
                                       Title:



The foregoing Purchase Agreement
is hereby confirmed and accepted
as of the date first above written.



DONALDSON, LUFkIN & JENRETTE
   SECURITIES CORPORATION




By: ______________________________________________
    Name:
    Title:






<PAGE>   31



                                    EXHIBIT A

                      Form of Registration Rights Agreement