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                                                                     EXHIBIT 4.2




                          REGISTRATION RIGHTS AGREEMENT

                                 BY AND BETWEEN

                             FLEMING COMPANIES, INC.

                                  AS ISSUER AND

                            U.S. TRANSPORTATION, LLC

                                   AS INVESTOR

                           DATED AS OF MARCH 22, 2001




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                          REGISTRATION RIGHTS AGREEMENT

                This Registration Rights Agreement (the "Agreement") is made and
entered into as of March 22, 2001 by and between Fleming Companies, Inc., an
Oklahoma corporation (the "Company"), and U.S. Transportation, LLC, a Delaware
limited liability company ("Investor").

                This Agreement is made pursuant to that certain Stock and
Warrant Purchase Agreement, dated as of February 6, 2001, by and between the
Company and Investor (the "Stock Purchase Agreement"). In order to induce the
Investor to consummate the transactions contemplated by the Stock Purchase
Agreement, the Company has agreed to provide the registration rights set forth
in this Agreement.

                In consideration of the mutual covenants and agreements
contained herein, the parties hereto agree as follows:

        1. Definitions

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

                Affiliate: With respect to any Person, any other Person directly
or indirectly controlling, controlled by or under common control with such
Person.

                Board: The Board of Directors of the Company.

                Common Stock: The Common Stock, par value $2.50 per share, of
the Company.

                Demand-Notice: see Section 3(a) hereof.

                Demand Registration: A registration pursuant to Section 3(a)
hereof.

                Exchange Act: The Securities Exchange Act of 1934, as amended
from time to time.

                Holder: Any party hereto (other than the Company) and any holder
of Registrable Securities who agrees in writing to be bound by the provisions of
this Agreement.

                Investor: Investor and any of its Affiliates which hold
Registrable Securities, collectively.

                NASD: National Association of Securities Dealers, Inc.

                Person: An individual, partnership, limited liability company,
joint venture, corporation, trust or unincorporated organization, a government
or any department, agency or political subdivision thereof or other entity.

                Piggyback Notice: See Section 4(a) hereof.



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                Piggyback Registration: A registration pursuant to Section 4
hereof.

                Prospectus: The prospectus included in any Registration
Statement, as amended or supplemented by any prospectus supplement with respect
to the terms of the offering of any portion of the Registrable Securities
covered by such Registration Statement and by all other amendments and
supplements to the prospectus, including post-effective amendments and all
material incorporated by reference in such prospectus.

                Registrable Securities: The Warrant and all shares of Common
Stock issuable to the Investor pursuant to the Stock Purchase Agreement or upon
exercise of the Warrant and any securities of the Company which may be issued or
distributed with respect to, or in exchange or substitution for, or conversion
of, such Common Stock and such other securities pursuant to a stock dividend,
stock split or other distribution, merger, consolidation, recapitalization or
reclassification or otherwise; provided, however, that any Registrable
Securities shall cease to be Registrable Securities when (i) a Registration
Statement with respect to the sale of such Registrable Securities has been
declared effective under the Securities Act and such Registrable Securities have
been disposed of in accordance with the plan of distribution set forth in such
Registration Statement, (ii) such Registrable Securities are distributed
pursuant to Rule 144 (or any similar provision then in force) under the
Securities Act or (iii) such Registrable Securities shall have been otherwise
transferred to a Person other than an Investor and new certificates for them not
bearing a legend restricting further transfer under the Securities Act shall
have been delivered by the Company; and provided, further, that any securities
that have ceased to be Registrable Securities cannot thereafter become
Registrable Securities and any security that is issued or distributed in respect
of securities that have ceased to be Registrable Securities is not a Registrable
Security.

                Registration: A Demand Registration or a Piggyback Registration.

                Registration Expenses: See Section 7 hereof.

                Registration Statement: Any registration statement of the
Company which covers any of the Registrable Securities pursuant to the
provisions of this Agreement, including the Prospectus, amendments and
supplements to such Registration Statement, including post-effective amendments,
all exhibits and all material incorporated by reference in such Registration
Statement.

                SEC: The Securities and Exchange Commission.

                Securities Act: The Securities Act of 1933, as amended from time
to time.

                Underwritten Registration or Underwritten Offering: A sale of
securities of the Company to an underwriter for reoffering to the public.

                Warrant: As defined in the Stock Purchase Agreement.



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        2. Securities Subject to this Agreement

                (a) Registrable Securities. The securities entitled to the
benefits of this Agreement are the Registrable Securities.

                (b) Holders of Registrable Securities. A Person is deemed to be
a Holder of Registrable Securities whenever such Person owns Registrable
Securities or has the right to acquire such Registrable Securities, whether or
not such acquisition has actually been affected and disregarding any legal
restrictions upon the exercise of such right.

        3. Demand Registration

                (a) Right to Demand; Demand Notices. Subject to the provisions
of this Section 3 at any time and from time to time, the Investor may make a
written request to the Company for registration under and in accordance with the
provisions of the Securities Act of all or part of the Registrable Securities.
The Company shall not be obligated to effect more than three Demand
Registrations requested by the Investor pursuant to this Section 3(a), and shall
not be obligated to effect a Demand Registration if the amount of Registrable
Securities proposed to be registered does not have a fair market value of at
least $5 million. Promptly upon receipt of any such request (but in no event
more than five business days thereafter), the Company will serve written notice
(the "Demand Notice") of such registration request to all Holders, and the
Company will include in such registration all Registrable Securities of any
Holder with respect to which the Company has received written requests for
inclusion therein within 10 days after the Demand Notice has been given to the
applicable Holders. All requests made pursuant to this Section 3 will specify
the aggregate amount of Registrable Securities to be registered and will also
specify the intended methods of disposition thereof.

                (b) Company's Right to Defer Registration. If the Company is
requested to effect a Demand Registration and the Company furnishes to the
Investor requesting such registration a copy of a resolution of the Board
certified by the secretary of the Company stating that (A)(i) the Company has
commenced a financing plan involving an Underwritten Offering, and (ii) the
Company's underwriter has notified the Company that it has reasonably determined
that a registration at the time and on the terms requested would materially and
adversely affect such Underwritten Offering, or (B) such registration would
result in premature disclosure of material pending corporate developments, which
premature disclosure would reasonably be expected to have a material adverse
effect on such developments, the Company shall have the right to defer such
filing for a period of not more than 90 days after receipt of the request for
such registration from such Investor. If the Company shall so postpone the
filing of a registration statement and if the Investor within 30 days after
receipt of the notice of postponement advises the Company in writing that such
Investor has determined to withdraw such request for registration, then such
Demand Registration shall be deemed to be withdrawn and the Company shall pay
all Registration Expenses in connection with such withdrawn registration
pursuant to Section 3(d) hereof. Notwithstanding the foregoing, the Company
shall not be permitted to defer requested registration in reliance on this
Section 3(b) more than once in any 12-month period.



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                (c) Registration Statement Form. Registrations under this
Section 3 shall be on such appropriate registration form of the SEC (i) as shall
be selected by the Company and as shall be reasonably acceptable to the Investor
and (ii) as shall permit the disposition of such Registrable Securities in
accordance with the intended method or methods of disposition specified in the
Investor' request for such registration. If, in connection with any registration
under this Section 3 which is proposed by the Company to be on Form S-3 or any
successor form to such Form, the managing underwriter, if any, shall advise the
Company in writing that in its reasonable business judgment the use of another
permitted form is of material importance to the success of the offering, then
such registration shall be on such other permitted form.

                (d) Expenses. The Company will pay all Registration Expenses in
connection with the Demand Registrations of Registrable Securities requested by
the Investor pursuant to this Section 3.

                (e) Effective Registration Statement. The Company shall be
deemed to have effected a Demand Registration if (i) the Registration Statement
relating to such Demand Registration is declared effective by the SEC; provided,
however, that no Demand Registration shall be deemed to have been effected if
(x) such registration, after it has become effective, is interfered with by any
stop order, injunction or other order or requirement of the SEC or other
governmental agency or court by reason of an act or omission by the Company or
(y) the conditions to closing specified in the purchase agreement or
underwriting agreement entered into in connection with such registration are not
satisfied because of an act or omission by the Company or (ii) at any time after
the Investor requests a Demand Registration and prior to the effectiveness of
the Registration Statement, the preparation of such Registration Statement is
discontinued or such Registration Statement is withdrawn or abandoned at the
request of the Investor unless the Investor has elected to pay and has paid to
the Company in full the Registration Expenses in connection with such
Registration Statement or the Investor has made such withdrawal request pursuant
to the provisions of Section 3(b).

                (f) Priority on Demand Registrations. If the managing
underwriter or agent of a Demand Registration (or, in the case of a Demand
Registration not being underwritten, the Investor), advises the Company in
writing that in its opinion the number of securities requested to be included in
such Demand Registration exceeds the number which can be sold in the offering
covered by such Demand Registration without a significant adverse effect on the
price, timing or distribution of the securities offered, then the Company will
include in such registration only the number of securities that, in the opinion
of such underwriter or agent (or any of the Investor, as the case may be), can
be sold without a significant adverse effect on the price, timing or
distribution of the securities offered, selected pro rata among the Holders
which have requested to be included in such Demand Registration based upon the
relative aggregate amount of gross proceeds to be received by such Holders in
such offering to the extent necessary to reduce the total amount of securities
to be included in such offering to the amount recommended by such underwriters
or agent (or the Investor, as the case may be).

                The Company and other holders of securities of the Company may
include such securities in such Registration if, but only if, such underwriter
or agent (or the Investor, as the



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case may be) concludes that such inclusion will not interfere with the
successful marketing of all the Registrable Securities requested to be included
in such registration.

                (g) Selection of Underwriters. If any offering pursuant to a
Demand Registration involves an Underwritten Offering, the Holders of a majority
of the Registrable Securities included in such Demand Registration shall have
the right to select the managing underwriter or underwriters to administer the
offering, which managing underwriter shall be a firm of nationally recognized
standing and reasonably satisfactory to the Company.

        4. Piggyback Registrations

                (a) Participation. Subject to Section 4(b) hereof, if at any
time after the date hereof the Company files a Registration Statement (other
than a registration on Form S-4 or S-8 or any successor form to such Forms or
any registration of securities as it relates to an offering and sale to
management of the Company pursuant to any employee stock plan or other employee
benefit plan arrangement) with respect to an offering that includes any shares
of Common Stock, then the Company shall give prompt notice (the "Initial
Notice") to the Investor and the Investor shall be entitled to include in such
Registration Statement any Registrable Securities held by it, provided, however,
that the Investor shall not be entitled to such participation rights with
respect to the Registration Statement to be filed within ninety (90) days
following the issuance of securities under the Company's convertible senior
subordinated notes offering (and the common stock issued upon conversion
thereof) which closed on March 15, 2001, as such offering may be revised,
amended, altered or supplemented in the discretion of the Company. If the
Investor elects to include any or all of its Registrable Securities in such
Registration Statement, then the Company shall give prompt notice (the
"Piggyback Notice") to each Holder (excluding the Investor) and each such Holder
shall be entitled to include in such Registration Statement any Registrable
Securities held by it. The Initial Notice and Piggyback Notice shall offer the
Investor and the Holders, respectively, the opportunity to register such number
of shares of Registrable Securities as the Investor and each Holder may request
and shall set forth (i) the anticipated filing date of such Registration
Statement and (ii) the number of shares of Common Stock that is proposed to be
included in such Registration Statement. The Company shall include in such
Registration Statement such shares of Registrable Securities for which it has
received written requests to register such shares within 15 days after the
Initial Notice and 7 days after the Piggyback Notice has been given.

                (b) Underwriter's Cutback. Notwithstanding the foregoing, if a
Registration pursuant to this Section 4 involves an Underwritten Offering and
the managing underwriter or underwriters of such proposed Underwritten Offering
delivers an opinion to the Holders that the total or kind of securities which
such Holders and any other persons or entities intend to include in such
offering would be reasonably likely to significantly adversely affect the price,
timing or distribution of the securities offered in such offering, then the
Company shall include in such Registration (i) first, if the Company has
initiated such Registration for the purpose of selling securities for its own
account, 100% of the securities the Company proposes to sell, and (ii) second,
to the extent of the amount of securities which all Holders and any other Person
initiating such Registration (and the Company if it has not initiated such
Registration for the purpose of



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selling securities for its own account) have requested to be included in such
Registration, which, in the opinion of the managing underwriter or underwriters,
can be sold without such adverse effect referred to above, such amount to be
allocated pro rata among all Holders and any other Person initiating such
Registration (and the Company, as the case may be), based upon the relative
aggregate amount of gross proceeds to be received by any Holders in the
offering.

                (c) Expenses. The Company will pay all Registration Expenses in
connection with each registration of Registrable Securities requested pursuant
to this Section 4.

                (d) Company Control. The Company may decline to file a
Registration Statement after giving the Initial Notice or the Piggyback Notice,
or withdraw a Registration Statement after filing and after such Piggyback
Notice, but prior to the effectiveness of the Registration Statement, provided
that the Company shall promptly notify each Holder in writing of any such action
and provided further that the Company shall bear all reasonable expenses
incurred by such Holder or otherwise in connection with such withdrawn
Registration Statement.

                (e) No Effect on Demand Registrations. No registration effected
under this Section 4 shall be deemed to have been effected pursuant to Section 3
hereof or shall relieve the Company of its obligation to effect any registration
upon request under Section 3 hereof.

        5. Hold-Back Agreements

                (a) Restrictions on Public Sale by Holder of Registrable
Securities. Each Holder whose Registrable Securities are covered by a
Registration Statement filed pursuant to Sections 3 and 4 hereof agrees, if
requested by the managing underwriters in an Underwritten Offering, not to
effect any public sale or distribution of securities of the Company the same as
or similar to those being registered, or any securities convertible into or
exchangeable or exercisable for such securities, in such Registration Statement,
including a sale pursuant to Rule 144 under the Securities Act (except as part
of such Underwritten Registration), during the 7-day period prior to, and during
the 90-day period (or such longer period of up to 180 days as may be required by
such underwriter of all Persons whose securities are covered by such
Registration Statement) beginning on, the effective date of any Registration
Statement in which such Holders are participating (except as part of such
Registration) or the commencement of the public distribution of securities, to
the extent timely notified in writing by the Company or the managing
underwriters.

                (b) Restrictions on Public Sale by the Company and Others. The
Company agrees not to effect any public sale or distribution of any securities
the same as or similar to those being registered by the Company, or any
securities convertible into or exchangeable or exercisable for such securities,
during the 7-day period prior to, and during the 90-day period (or such longer
period of up to 180 days as may be required by such underwriter) beginning with,
the effective date of a Registration Statement filed under Sections 3 and 4
hereof or the commencement of the public distribution of securities to the
extent timely notified in writing by a Holder or the managing underwriters
(except as part of such registration, if permitted, or pursuant to registrations
on Forms S-4 or S-8 or any successor form to such Forms or any registration of
securities for offering and sale to management of the Company pursuant to any



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employee stock plan or other employee benefit plan arrangement). The Company
agrees to use reasonable efforts to obtain from each holder of its securities
the same as or similar to those being registered by the Company, or any
securities convertible into or exchangeable or exercisable for any of such
securities, an agreement not to effect any public sale or distribution of such
securities (other than securities purchased in a public offering) during such
period, except as part of any such registration if permitted.

        6. Registration Procedures

                In connection with the Company's Registration obligations
pursuant to Sections 3 and 4 hereof, the Company will use its best efforts to
effect such Registration to permit the sale of such Registrable Securities in
accordance with the intended method or methods of distribution thereof, and
pursuant thereto the Company will as expeditiously as possible:

                (a) prepare and file with the SEC a Registration Statement or
Registration Statements relating to the applicable Demand Registration or
Piggyback Registration including all exhibits and financial statements required
by the SEC to be filed therewith, and use its best efforts to cause such
Registration Statement to become and remain effective for a period of not less
than 150 days; provided, that the Company will furnish copies of any amendments
or supplements in the form filed with respect to any Piggyback Registration,
simultaneously with the filing of such amendments or supplements;

                (b) prepare and file with the SEC such amendments and
post-effective amendments to the Registration Statement as may be necessary to
keep the Registration Statement effective for a period of not less than 150 days
(or such shorter period which will terminate when all Registrable Securities
covered by such Registration Statement have been sold or withdrawn), or, if such
Registration Statement relates to an Underwritten Offering, such longer period
as in the opinion of counsel for the underwriters a Prospectus is required by
law to be delivered in connection with sales of Registrable Securities by an
underwriter or dealer; cause the Prospectus to be supplemented by any required
Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424
under the Securities Act; and comply with the provisions of the Securities Act,
the Exchange Act, and the rules and regulations promulgated thereunder with
respect to the disposition of all securities covered by such Registration
Statement during the applicable period in accordance with the intended method or
methods of distribution by the sellers thereof set forth in such Registration
Statement or supplement to the Prospectus;

                (c) notify the selling Holders and the managing underwriters, if
any, and (if requested) confirm such advice in writing, as soon as practicable
after notice thereof is received by the Company (i) when the Registration
Statement or any amendment thereto has been filed or becomes effective, the
Prospectus or any amendment or supplement to the Prospectus has been filed, and,
to furnish such selling Holders and managing underwriters with copies thereof,
(ii) of any request by the SEC for amendments or supplements to the Registration
Statement or the Prospectus or for additional information, (iii) of the issuance
by the SEC of any stop order suspending the effectiveness of the Registration
Statement or any order preventing or suspending the use of any preliminary
Prospectus or Prospectus or the initiation or threatening of any



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proceedings for such purposes, (iv) if at any time the representations and
warranties of the Company contemplated by paragraph (m) below cease to be true
and correct and (v) of the receipt by the Company of any notification with
respect to the suspension of the qualification of the Registrable Securities for
offering or sale in any jurisdiction or the initiation or threatening of any
proceeding for such purpose;

                (d) (i) promptly notify the selling Holders and the managing
underwriters, if any, at any time prior to nine months after the time of issue
of the Prospectus, when the Company becomes aware of the happening of any event
as a result of which the Prospectus included in such Registration Statement (as
then in effect) contains any untrue statement of a material fact or omits to
state a material fact necessary to make the statements therein (in the case of
the Prospectus and any preliminary Prospectus, in light of the circumstances
under which they were made) when such Prospectus was delivered not misleading
or, if for any other reason it shall be necessary during such time period to
amend or supplement the Prospectus in order to comply with the Securities Act
and, (ii) in either case as promptly as practicable thereafter, prepare and file
with the SEC, and furnish without charge to the selling Holders and the managing
underwriters, if any, a supplement or amendment to such Prospectus which will
correct such statement or omission or effect such compliance;

                (e) make every reasonable effort to prevent the entry, or obtain
the withdrawal, of any stop order or other order suspending the use of any
preliminary Prospectus or Prospectus or suspending any qualification of the
Registrable Securities;

                (f) if requested by the managing underwriter or underwriters or
a Holder of Registrable Securities being sold in connection with an Underwritten
Offering, promptly incorporate in a Prospectus supplement or post-effective
amendment such information as the managing underwriters and the Holders of a
majority of the Registrable Securities being sold agree should be included
therein relating to the plan of distribution with respect to such Registrable
Securities, including, without limitation, information with respect to the
number of Registrable Securities being sold to such underwriters, the purchase
price being paid therefor by such underwriters and with respect to any other
terms of the Underwritten (or best efforts underwritten) Offering of the
Registrable Securities to be sold in such offering; and make all required
filings of such Prospectus supplement or post-effective amendment as soon as
notified of the matters to be incorporated in such Prospectus supplement or
post-effective amendment;

                (g) furnish to each selling Holder and each managing
underwriter, without charge, one executed copy and as many conformed copies as
they may reasonably request, of the Registration Statement and any
post-effective amendment thereto, including financial statements and schedules,
all documents incorporated therein by reference and all exhibits (including
those incorporated by reference);

                (h) deliver to each selling Holder and the underwriters, if any,
without charge, as many copies of the Prospectus (including each preliminary
Prospectus) and any amendment or supplement thereto as such Persons may
reasonably request (it being understood that the Company consents to the use of
the Prospectus or any amendment or supplement thereto by each



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of the selling Holders and the underwriters, if any, in connection with the
offering and sale of the Registrable Securities covered by the Prospectus or any
amendment or supplement thereto) and such other documents as such selling Holder
may reasonably request in order to facilitate the disposition of the Registrable
Securities by such Holder;

                (i) on or prior to the date on which the Registration Statement
is declared effective, use its best efforts to register or qualify, and
cooperate with the selling Holders, the managing underwriter or agent, if any,
and their respective counsel in connection with the registration or
qualification of such Registrable Securities for offer and sale under the
securities or blue sky laws of each state and other jurisdiction of the United
States as any such seller, underwriter or agent reasonably requests in writing
and do any and all other acts or things reasonably necessary or advisable to
keep such registration or qualification in effect for so long as such
Registration Statement remains in effect and so as to permit the continuance of
sales and dealings therein for as long as may be necessary to complete the
distribution of the Registrable Securities covered by the Registration
Statement; provided that the Company will not be required to qualify generally
to do business in any jurisdiction where it in not then so qualified or to take
any action which would subject it to general service of process in any such
jurisdiction where it is not then so subject;

                (j) cooperate with the selling Holders and the managing
underwriter or agent, if any, to facilitate the timely preparation and delivery
of certificates representing Registrable Securities to be sold and not bearing
any restrictive legends; and enable such Registrable Securities to be in such
denominations and registered in such names as the managing underwriters may
request at least two business days prior to any sale of Registrable Securities
to the underwriters;

                (k) use its best efforts to cause the Registrable Securities
covered by the applicable Registration Statement to be registered with or
approved by such other governmental agencies or authorities as may be necessary
to enable the seller or sellers thereof or the underwriters, if any, to
consummate the disposition of such Registrable Securities;

                (l) not later than the effective date of the applicable
Registration, provide a CUSIP number for all Registrable Securities and provide
the applicable trustee or transfer agent with printed certificates for the
Registrable Securities which are in a form eligible for deposit with The
Depository Trust Company;

                (m) make such representations and warranties to the Holders of
Registrable Securities being registered, and the underwriters or agents, if any,
in form, substance and scope as are customarily made by issuers in primary
underwritten public offerings;

                (n) enter into such customary agreements (including an
underwriting agreement) and take all such other actions as the majority of the
Holders of any Registrable Securities being sold or the managing underwriter or
agent, if any, reasonably request in order to expedite or facilitate the
Registration and disposition of such Registrable Securities; provided that none
of such agreements shall increase the potential liability of the Holders of any



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Registrable Securities being registered beyond that otherwise provided in
Section 8 of this Agreement;

                (o) obtain for delivery to the Holders of Registrable Securities
being registered and to the underwriter or agent an opinion or opinions from
counsel for the Company, upon consummation of the sale of such Registrable
Securities to the underwriters (the "Closing Date") in customary form and in
form, substance and scope reasonably satisfactory to such Holders and their
counsel, and the underwriters or agents and their counsel;

                (p) obtain for delivery to the Company and the underwriter or
agent, with copies to the Holders, a cold comfort letter from the Company's
independent public accountants in customary form and covering such matters of
the type customarily covered by cold comfort letters as the managing underwriter
or the Holders of a majority of the Registrable Securities being sold reasonably
request, dated the effective date of the Registration Statement and brought down
to the Closing Date;

                (q) cooperate with each seller of Registrable Securities and
each underwriter or agent participating in the disposition of such Registrable
Securities and their respective counsel in connection with any filings required
to be made with the NASD;

                (r) make available for inspection by a representative of the
Holders of a majority of the Registrable Securities, any underwriter
participating in any disposition pursuant to such Registration, and any attorney
or accountant retained by such Holders or underwriter, all financial and other
records, pertinent corporate documents and properties of the Company, and cause
the Company's officers, directors and employees to supply all information
reasonably requested by any such representative, underwriter, attorney or
accountant in connection with such Registration; provided that any records,
information or documents that are designated by the Company in writing as
confidential shall be kept confidential by such Persons unless disclosure of
such records, information or documents is required by law;

                (s) use its best efforts to comply with all applicable rules and
regulations of the SEC and make generally available to its security holders, as
soon as reasonably practicable (but not more than eighteen months) after the
effective date of the Registration Statement, an earnings statement satisfying
the provisions of Section 11(a) of the Securities Act and the rules and
regulations promulgated thereunder;

                (t) as promptly as practicable after filing with the SEC of any
document which is incorporated by reference into the Registration Statement or
the Prospectus, provide copies of such document to counsel for the selling
Holders and to the managing underwriters, if any;

                (u) provide and cause to be maintained a transfer agent and
registrar for all Registrable Securities covered by such Registration Statement
from and after a date not later than the effective date of such Registration
Statement; and



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                (v) use its best efforts to list (if such Registrable Securities
are not already listed) all Registrable Securities covered by such Registration
Statement on The New York Stock Exchange, the American Stock Exchange or the
Nasdaq National Market.

                The Company may require each Holder of Registrable Securities as
to which any Registration is being effected to furnish to the Company such
information regarding the distribution of such securities and such other
information relating to such Holder and its ownership of Registrable Securities
as the Company may from time to time reasonably request in writing. Each Holder
agrees to furnish such information to the Company and to cooperate with the
Company as necessary to enable the Company to comply with the provisions of this
Agreement.

                Each Holder agrees by acquisition of such Registrable Securities
that, upon receipt of any notice from the Company of the happening of any event
of the kind described in Section 6(d)(i) hereof, such Holder will forthwith
discontinue disposition of Registrable Securities pursuant to such Registration
Statement until such Holder's receipt of the copies of the supplemented or
amended Prospectus contemplated by Section 6(d)(ii) hereof, or until it is
advised in writing by the Company that the use of the Prospectus may be resumed,
and has received copies of any additional or supplemental filings which are
incorporated by reference in the Prospectus, and, if so directed by the Company,
such Holder will deliver to the Company (at the Company's expense) all copies,
other than permanent file copies then in such Holder's possession, of the
Prospectus covering such Registrable Securities current at the time of receipt
of such notice. In the event that the Company shall give such notice, the
Company shall extend the period during which such registration statement shall
be maintained effective by the number of days during the period from and
including the date of the giving of notice pursuant to Section 6(d)(i) hereof to
the date when the Company shall make available to the Holders a Prospectus
supplemented or amended to conform with the requirements of Section 6(d)(ii)
hereof.

        7. Registration Expenses

                All expenses incident to the Company's performance of or
compliance with this Agreement, including without limitation (i) all
registration and filing fees, and any other fees and expenses associated with
filings required to be made with any stock exchange, the SEC and the NASD
(including, if applicable, the fees and expenses of any "qualified independent
underwriter" and its counsel as may be required by the rules and regulations of
the NASD), (ii) all fees and expenses of compliance with state securities or
blue sky laws (including fees and disbursements of counsel for the underwriters
or selling Holders in connection with blue sky qualifications of the Registrable
Securities and determination of their eligibility for investment under the laws
of such jurisdictions as the managing underwriters or the majority of the
Holders of the Registrable Securities being sold may designate), (iii) all
printing and related messenger and delivery expenses (including expenses of
printing certificates for the Registrable Securities in a form eligible for
deposit with The Depository Trust Company and of printing prospectuses), (iv)
all fees and disbursements of counsel for the Company and of all independent
certified public accountants of the Company (including the expenses of any
special audit and "cold comfort" letters required by or incident to such
performance), (v) Securities Act liability



                                       11
<PAGE>   13

insurance if the Company so desires or the underwriters so require, (vi) all
fees and expenses incurred in connection with the listing of the Registrable
Securities on any securities exchange and all rating agency fees, (vii) all
reasonable fees and disbursements of one counsel selected by the Holders of the
Registrable Securities being registered to represent such Holders in connection
with such registration, up to a maximum of $50,000, (viii) all fees and
disbursements of underwriters customarily paid by the issuers or sellers of
securities, excluding underwriting discounts and commissions and transfer taxes,
if any, and fees and disbursements of counsel to underwriters (other than such
fees and disbursements incurred in connection with any registration or
qualification of Registrable Securities under the securities or blue sky laws of
any state), and (ix) fees and expenses of other Persons retained by the Company
(all such expenses being herein called "Registration Expenses"), will be borne
by the Company, regardless of whether the Registration Statement becomes
effective (except as provided in Sections 3(d) and (e) hereof). The Company
will, in any event, pay its internal expenses (including, without limitation,
all salaries and expenses of its officers and employees performing legal or
accounting duties), the expense of any audit and the fees and expenses of any
Person, including special experts, retained by the Company.

        8. Indemnification

                (a) Indemnification by Company. The Company agrees to indemnify
and hold harmless, to the full extent permitted by law, each Holder and each
Person who controls such Holder (within the meaning of the Securities Act), and
each of their respective partners, members, officers, directors, employees and
agents (collectively, the "Company Indemnified Persons"), against any and all
losses, claims, damages, liabilities, reasonable attorneys fees, costs or
expenses and costs and expenses of investigating and defending any such claim
(collectively, "Damages"), joint or several, and any action in respect thereof
to which any such Company Indemnified Person may become subject under the
Securities Act or otherwise, insofar as such Damages (or proceedings in respect
thereof) arise out of, or are based upon, any untrue or alleged untrue statement
of a material fact contained in any Registration Statement, Prospectus or
preliminary Prospectus or any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, except insofar as the same are caused by or contained in
any information furnished in writing to the Company by such Holder expressly for
use therein, and shall promptly reimburse each Company Indemnified Person for
any legal and other expenses reasonably incurred by that Company Indemnified
Person in investigating or defending or preparing to defend against any such
Damages or proceedings; provided, however, that the Company shall not be liable
in any such case to the extent that any such Damages arise out of or are based
upon an untrue statement or alleged untrue statement or omission or alleged
omission made in any such preliminary Prospectus if (i) such offering does not
involve an underwriter, (ii) such Holder failed to deliver or cause to be
delivered a copy of the Prospectus to the Person asserting such loss, claim,
damage, liability or expense after the Company had timely furnished such Holder
with a sufficient number of copies of the same and (iii) the Prospectus
completely corrected in a timely manner such untrue statement or omission; and
provided, further, that the Company shall not be liable in any such case to the
extent that any such Damages arise out of or are based upon an untrue statement
or alleged untrue statement or omission or alleged omission in the Prospectus,
if



                                       12
<PAGE>   14

(x) such offering does not involve an underwriter, (y) such untrue statement or
alleged untrue statement, omission or alleged omission is completely corrected
in an amendment or supplement to the Prospectus and (z) the Holder thereafter
fails to deliver such Prospectus as so amended or supplemented prior to or
concurrently with the sale of the Registrable Securities to the Person asserting
such loss, claim, damage, liability or expense after the Company had furnished
such Holder with a sufficient number of copies of the same. The Company also
agrees to indemnify underwriters, selling brokers, dealer managers and similar
securities industry professionals participating in the distribution, their
officers and directors and each Person who controls such Persons (within the
meaning of the Securities Act) to the same extent as provided above with respect
to the indemnification of the Holders.

                (b) Indemnification by Selling Holder of Underlying Securities.
In connection with each Registration, each selling Holder will furnish to the
Company in writing such information and affidavits as the Company reasonably
requests for use in connection with any Registration Statement or Prospectus and
agrees to indemnify and hold harmless, to the full extent permitted by law, the
Company and each Person who controls the Company (within the meaning of the
Securities Act), and each of their respective directors, officers, employees and
agents, against any and all Damages resulting from any untrue statement of a
material fact or any omission of a material fact required to be stated in the
Registration Statement or Prospectus or preliminary Prospectus or necessary to
make the statements therein not misleading, to the extent, but only to the
extent, that such untrue statement or omission is contained in any information
or affidavit so furnished in writing by such selling Holder to the Company
specifically for inclusion in such Registration Statement or Prospectus and has
not been corrected in a subsequent writing prior to or concurrently with the
sale of the Registrable Securities to the Person asserting such Damages. In no
event shall the liability of any selling Holder hereunder be greater in amount
than the dollar amount of the proceeds received by such Holder upon the sale of
the Registrable Securities giving rise to such indemnification obligation. The
Company shall be entitled to receive indemnities from underwriters, selling
brokers, dealer managers and similar securities industry professionals
participating in the distribution, to the same extent as provided above with
respect to information so furnished in writing by such Persons specifically for
inclusion in any Prospectus or Registration Statement.

                (c) Conduct of Indemnification Proceedings. Any Person entitled
to indemnification hereunder will (i) give prompt (but in any event within 30
days after such Person has actual knowledge of the facts constituting the basis
for indemnification) written notice to the indemnifying party of any claim with
respect to which it seeks indemnification and (ii) permit such indemnifying
party to assume the defense of such claim with counsel reasonably satisfactory
to the indemnified party; provided, however, that any delay or failure to so
notify the indemnifying party shall relieve the indemnifying party of its
obligations hereunder only to the extent, if at all, that it is prejudiced by
reason of such delay or failure; provided, further however, that any Person
entitled to indemnification hereunder shall have the right to select and employ
separate counsel and to participate in the defense of such claim, but the fees
and expenses of such counsel shall be at the expense of such Person unless (a)
the indemnifying party has agreed in writing to pay such fees or expenses, or
(b) the indemnifying party shall have failed to assume the defense of such claim
within a reasonable time after receipt of notice of such claim from the



                                       13
<PAGE>   15

Person entitled to indemnification hereunder and employ counsel reasonably
satisfactory to such Person or (c) in the reasonable judgment of any such
Person, based upon advice of its counsel, a conflict of interest may exist
between such Person and the indemnifying party with respect to such claims (in
which case, if the Person notifies the indemnifying party in writing that such
Person elects to employ separate counsel at the expense of the indemnifying
party, the indemnifying party shall not have the right to assume the defense of
such claim on behalf of such Person). If such defense is not assumed by the
indemnifying party, the indemnifying party will not be subject to any liability
for any settlement made without its consent (but such consent will not be
unreasonably withheld), provided that an indemnified party shall not be required
to consent to any settlement involving the imposition of equitable remedies or
involving the imposition of any material obligations on such indemnified party
other than financial obligations for which such indemnified party will be
indemnified hereunder. No indemnifying party will be required to consent to
entry of any judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
indemnified party of a release from all liability in respect to such claim or
litigation. Whenever the indemnified party or the indemnifying party receives a
firm offer to settle a claim for which indemnification is sought hereunder, it
shall promptly notify the other of such offer. If the indemnifying party refuses
to accept such offer within 20 business days after receipt of such offer (or of
notice thereof), such claim shall continue to be contested and, if such claim is
within the scope of the indemnifying party's indemnity contained herein, the
indemnified party shall be indemnified pursuant to the terms hereof. If the
indemnifying party notifies the indemnified Party in writing that the
indemnifying party desires to accept such offer, but the indemnified party
refuses to accept such offer within 20 business days after receipt of such
notice, the indemnified party may continue to contest such claim and, in such
event, the total maximum liability of the indemnifying party to indemnify or
otherwise reimburse the indemnified party hereunder with respect to such claim
shall be limited to and shall not exceed the amount of such offer, plus
reasonable out-of-pocket costs and expenses (including reasonable attorneys'
fees and disbursements) to the date of notice that the indemnifying party
desires to accept such offer, provided that this sentence shall not apply to any
settlement of any claim involving the imposition of equitable remedies or to any
settlement imposing any material obligations on such indemnified party other
than financial obligations for which such indemnified party will be indemnified
hereunder. An indemnifying party who is not entitled to, or elects not to,
assume the defense of a claim will not be obligated to pay the fees and expenses
of more than one counsel for all parties indemnified by such indemnifying party
with respect to such claim in any one jurisdiction, unless in the written
opinion of counsel to the indemnified party, reasonably satisfactory to the
indemnifying party, use of one counsel would be expected to give rise to a
conflict of interest between such indemnified party and any other of such
indemnified parties with respect to such claim, in which event the indemnifying
party shall be obligated to pay the fees and expenses of one such additional
counsel.

                (d) Other Indemnification. Indemnification similar to that
specified in this Section 8 (with appropriate modifications) shall be given by
the Company and each seller of Registrable Securities with respect to any
required registration or other qualification of securities under federal or
state law or regulation of governmental authority other than the Securities Act.



                                       14
<PAGE>   16

                (e) Contribution. If for any reason the indemnification provided
for in the preceding clauses (a) and (b) is unavailable to an indemnified party
or insufficient to hold it harmless as contemplated by the preceding clauses (a)
and (b), then the indemnifying party shall contribute to the amount paid or
payable by the indemnified party as a result of such Damages in such proportion
as is appropriate to reflect not only the relative benefits received by the
indemnified party and the indemnifying party, but also the relative fault of the
indemnified party and the indemnifying party, as well as any other relevant
equitable considerations, provided that no selling Holder shall be required to
contribute in an amount greater than the dollar amount of the proceeds received
by such selling Holder with respect to the sale of any securities. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation. Each selling Holder's
obligation to contribute pursuant to this Section 8(e) is several and not joint.
The provisions of this Section 8 shall survive, notwithstanding any transfer of
the Registrable Securities by any Holder or any termination of this Agreement.

        9. Rules 144.

                The Company covenants that it will file the reports required to
be filed by it under the Securities Act and the Exchange Act and the rules and
regulations adopted by the SEC thereunder, and it will take such further action
as any Holder may reasonably request, all to the extent required from time to
time to enable such Holder to sell Registrable Securities without registration
under the Securities Act within the limitation of the exemption provided by (a)
Rule 144 under the Securities Act, as such Rules may be amended from time to
time, or (b) any similar rules or regulations hereafter adopted by the SEC. Upon
the request of any Holder, the Company will deliver to such Holder a written
statement as to whether it has complied with such information and requirements.

        10. Participation in Underwritten Registrations

                No Person may participate in any underwritten registration
hereunder unless such Person (a) agrees to sell such Person's securities on the
basis provided in any underwriting arrangements approved by the persons entitled
hereunder to approve such arrangements, and (b) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents reasonably required under the terms of such underwriting
arrangements and this Agreement; provided that (i) no selling Holder shall be
required to make any representations or warranties except those which relate
solely to such selling Holder and its intended method of distribution, and (ii)
the liability of each selling Holder to any underwriter under such underwriting
agreement will be limited to liability arising from misstatements or omissions
regarding such selling Holder and its intended method of distribution and any
such liability shall not exceed an amount equal to the amount of net proceeds
such selling Holder derives from such registration; provided, however, that in
an offering by the Company in which any Holder requests to be included in a
Piggyback Registration, the Company shall use its reasonable best efforts to
arrange the terms of the offering such that the provisions set forth in clauses
(i) and (ii) of this Section 10 are true; provided further, that if the Company
fails in its reasonable best efforts to so arrange the terms, the Holder may
withdraw all or any part of its



                                       15
<PAGE>   17

Registrable Securities from the Piggyback Registration and the Company shall
reimburse such Holder for all reasonable out-of-pocket expenses (including
counsel fees and expenses) incurred prior to such withdrawal.

        11. Miscellaneous

                (a) Remedies. Remedies for breach by the Company of its
obligations to register the Registrable Securities shall be as set forth herein.
Each Holder, in addition to being entitled to exercise all rights provided
herein or granted by law, including recovery of damages, will be entitled to
specific performance of its rights under this Agreement. The Company agrees that
monetary damages would not be adequate compensation for any loss incurred by
reason of a breach by it of the provisions of this Agreement and hereby agrees
to waive the defense in any action for specific performance that a remedy at law
would be adequate. Remedies for breach by any Holder of its obligations under
this Agreement shall be as set forth in Section 8.

                (b) Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given unless the Company has obtained the written consent of the
Holders of a majority of the outstanding Registrable Securities; provided,
however, that the Company and the Investor together may amend, modify or
supplement the provisions of this Agreement and may waive or consent to
departures from the provisions hereof, without the consent of the Holders of a
majority of the outstanding Registrable Securities so long as such amendment,
modification, supplement, waiver or consent does not adversely affect the rights
of Holders of Registrable Securities hereunder or so long as such amendment,
modification, supplement, waiver or consent affects the rights of the Investor
and other Holders of Registrable Securities hereunder equally.

                (c) Notices. All notices, requests, consents and other
communications hereunder shall be in writing, shall be mailed (A) if within
domestic United States by nationally recognized overnight express courier,
postage prepaid, or by facsimile, or (B) if delivered from outside the United
States, by International Federal Express or facsimile, and shall be deemed given
(i) if delivered by nationally recognized overnight carrier, one (1) business
day after so mailed, (ii) if delivered by International Federal Express, two (2)
business days after so mailed, and (iii) if delivered by facsimile, upon
electric confirmation of receipt and shall be delivered as addressed as follows:

                        (x) if to a Holder, at the most current address given by
such Holder to the Company in accordance with the provisions of this Section
12(c), which address initially is, with respect to the Investor, U.S.
Transportation, LLC, c/o The Yucaipa Companies, 9130 West Sunset Blvd., Los
Angeles, CA 90069, Attention: Erika Paulson; and

                        (y) if to the Company, initially at the address set
forth below and thereafter at such other address, notice of which is given in
accordance with the provisions of this Section 12(c): Fleming Companies, Inc.,
1945 Lakepointe Drive, Lewisville, TX 75057, Attention: General Counsel.



                                       16
<PAGE>   18

                (d) Successors and Assigns. This Agreement including, without
limitation, all registration rights in connection with the ownership of all or a
portion of the Registrable Securities pursuant to Sections 3 and 4 hereof, shall
inure to the benefit of and be binding upon the successors and assigns of each
of the parties, including, without limitation, and without the need for an
express assignment subsequent Holders of Registrable Securities.

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

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

                (g) Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of California, without regard
to the principles of conflicts of laws.

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

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

                (j) Other Registration Rights. Without the written consent of
the Holders of a majority of the outstanding Registrable Securities, the Company
shall not grant to any person the right to request the Company to register any
equity securities of the Company under the Securities Act unless the rights so
granted are subject to the prior rights of the Holders of Registrable Securities
set forth herein, and are not otherwise in conflict or inconsistent with the
provisions of, this Agreement.



                                       17
<PAGE>   19

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

The Company:                          FLEMING COMPANIES, INC.,
                                      An Oklahoma corporation


                                      By:  /s/ Carlos M. Hernandez
                                          --------------------------------------
                                          Carlos M. Hernandez
                                          Senior Vice President, General Counsel
                                          and Corporate Secretary


The Investor:                         U.S. TRANSPORTATION, LLC, a Delaware
                                      limited liability company


                                      By: The Yucaipa Companies, LLC
                                          Its Managing Member

                                      By:   /s/ Ronald W. Burkle
                                          --------------------------------------
                                          Ronald W. Burkle
                                          Its Managing Member



                                       18