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                                                                    EXHIBIT 4.4



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                          REGISTRATION RIGHTS AGREEMENT

                           Dated as of March 15, 2001

                                      Among

                             FLEMING COMPANIES, INC.

                                       and

                          THE GUARANTORS NAMED HEREIN,

                                   as Issuers,

                                       and

                      THE INITIAL PURCHASERS NAMED HEREIN,

              5.25% Convertible Senior Subordinated Notes Due 2009


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<PAGE>   2

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                           Page
                                                                                           ----
<S>     <C>                                                                                 <C>
1.      Definitions..........................................................................1
2.      Shelf Registration...................................................................4
        (a)     Shelf Registration...........................................................4
        (b)     Subsequent Shelf Registrations...............................................5
        (c)     Supplements and Amendments...................................................6
3.      Liquidated Damages...................................................................6
4.      Registration Procedures..............................................................7
5.      Registration Expenses...............................................................14
6.      Indemnification.....................................................................15
7.      Rules 144 and 144A..................................................................18
8.      Underwritten Registrations..........................................................19
9.      Miscellaneous.......................................................................19
        (a)     No Inconsistent Agreements..................................................19
        (b)     Adjustments Affecting Registrable Securities................................19
        (c)     Amendments and Waivers......................................................20
        (d)     Notices.....................................................................20
        (e)     Successors and Assigns......................................................21
        (f)     Counterparts................................................................21
        (g)     Headings....................................................................21
        (h)     Governing Law...............................................................22
        (i)     Severability................................................................22
        (j)     Securities Held by the Company or Its Affiliates............................22
        (k)     Third Party Beneficiaries...................................................22
        (l)     Entire Agreement............................................................22
</TABLE>



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                          REGISTRATION RIGHTS AGREEMENT

        This Registration Rights Agreement (the "Agreement") is dated as of
March 15, 2001, by and among FLEMING COMPANIES INC., an Oklahoma corporation
(the "Company"), the other entities listed on the signature pages hereto, as
guarantors (the "Guarantors" and together with the Company the "Issuers")
DEUTSCHE BANC ALEX. BROWN INC., BEAR, STEARNS & CO. INC., LEHMAN BROTHERS INC.,
J.P. MORGAN SECURITIES INC., and UBS WARBURG LLC (individually, an "Initial
Purchaser," and together, the "Initial Purchasers").

        This Agreement is entered into in connection with the Purchase
Agreement, dated as of March 9, 2001 (the "Purchase Agreement"), by and among
the Company and the Initial Purchasers, which provides for the sale by the
Company to the Initial Purchasers of $130,000,000 aggregate principal amount of
the Company's 5.25% Convertible Subordinated Notes Due 2009 (the "Firm Notes"),
which are convertible into Common Stock of the Company, par value $2.50 per
share (the "Underlying Shares"), plus up to an additional $20,000,000 aggregate
principal amount of the same which the Initial Purchasers may subsequently elect
to purchase pursuant to the terms of the Purchase Agreement (the "Additional
Notes" and together with the Firm Notes, the "Convertible Notes"). The
Convertible Notes are guaranteed by the Guarantors (the "Guarantees" and
together with the Convertible Notes the "Convertible Securities"). The
Convertible Securities are being issued pursuant to an indenture dated as of the
date hereof (the "Indenture"), between the Issuers and Bank One, N.A., as
trustee.

        In order to induce the Initial Purchasers to enter into the Purchase
Agreement, the Issuers have agreed to provide the registration rights set forth
in this Agreement for the benefit of the Initial Purchasers and any subsequent
holder or holders of the Convertible Securities or Underlying Shares as provided
herein. The execution and delivery of this Agreement is a condition to the
Initial Purchasers' obligation to purchase the Firm Notes under the Purchase
Agreement.

        The parties hereby agree as follows:

1. Definitions.

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

        Agreement: See the first introductory paragraph hereto.

        Amount of Registrable Securities: (a) With respect to Convertible
Securities constituting Registrable Securities, the aggregate principal amount
of all such Securities outstanding, (b) with respect to Underlying Shares
constituting Registrable Securities, the aggregate number of such Underlying
Shares outstanding multiplied by the Conversion Price (as



<PAGE>   4

defined in the Indenture relating to the Convertible Securities upon the
conversion of which such Underlying Shares were issued) in effect at the time of
computing the Amount of Registrable Securities or, if no such Convertible
Securities are then outstanding, the last Conversion Price that was in effect
under such Indenture when any such Convertible Securities were last outstanding,
and (c) with respect to combinations thereof, the sum of (a) and (b) for the
relevant Registrable Securities.

        Business Day: Any day that is not a Saturday, Sunday or a day on which
banking institutions in New York are authorized or required by law to be closed.

        Closing Date: March 15, 2001.

        Company: See the first introductory paragraph hereto.

        Convertible Securities: See the second introductory paragraph hereto.

        Damages Payment Date: See Section 3(c) hereof.

        Depositary: The Depository Trust Company until a successor is appointed
by the Company.

        Effectiveness Date: The 180th day after the Closing Date.

        Effectiveness Period: See Section 2(a) hereof.

        Exchange Act: The Securities Exchange Act of 1934, as amended, and the
rules and regulations of the SEC promulgated thereunder.

        Filing Date: The 90th day after the Closing Date.

        Holder: Any holder of Registrable Securities.

        Indemnified Holder: See Section 6 hereof.

        Indemnified Person: See Section 6 hereof.

        Indemnifying Person: See Section 6 hereof.

        Indenture: See the second introductory paragraph hereto.

        Initial Purchasers: See the first introductory paragraph hereto.

        Initial Shelf Registration: See Section 2(a) hereof.

        Inspectors: See Section 4(n) hereof.



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        Liquidated Damages: See Section 3(a) hereof.

        NASD: See Section 4(q) hereof.

        Person: An individual, partnership, corporation, limited liability
company, unincorporated association, trust or joint venture, or a governmental
agency or political subdivision thereof.

        Prospectus: The prospectus included in any Registration Statement
(including, without limitation, any prospectus subject to completion and a
prospectus that includes any information previously omitted from a prospectus
filed as part of an effective registration statement in reliance upon Rule 430A
promulgated under the Securities Act), as amended or supplemented by any
prospectus supplement, and all other amendments and supplements to the
Prospectus, including post-effective amendments, and all material incorporated
by reference or deemed to be incorporated by reference in such Prospectus.

        Purchase Agreement: See the second introductory paragraph hereto.

        QIU: See Section 4(q) hereof.

        Records: See Section 4(n) hereof.

        Registrable Securities: All Convertible Securities and all Underlying
Shares upon original issuance thereof and at all times subsequent thereto until
the earliest to occur of (i) a Registration Statement covering such Convertible
Securities and Underlying Shares having been declared effective by the SEC and
such Convertible Securities and Underlying Shares having been disposed of in
accordance with such effective Registration Statement, (ii) such Convertible
Securities and Underlying Shares having been sold in compliance with Rule 144 or
the date on which such Convertible Securities and Underlying Shares could
(except with respect to affiliates of the Issuers within the meaning of the
Securities Act) be sold in compliance with Rule 144(k), or (iii) such
Convertible Securities and any Underlying Shares ceasing to be outstanding.

        Registration Default: See Section 3(a) hereof.

        Registration Statement: Any registration statement of the Company filed
with the SEC 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 documents incorporated by
reference or deemed to be incorporated by reference in such registration
statement.

        Rule 144: Rule 144 promulgated under the Securities Act, as such Rule
may be amended from time to time, or any similar rule (other than Rule 144A) or
regulation hereafter adopted by the SEC providing for offers and sales of
securities made in compliance



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therewith resulting in offers and sales by subsequent holders that are not
affiliates of an issuer of such securities being free of the registration and
prospectus delivery requirements of the Securities Act.

        Rule 144A: Rule 144A promulgated under the Securities Act, as such Rule
may be amended from time to time, or any similar rule (other than Rule 144) or
regulation hereafter adopted by the SEC.

        Rule 415: Rule 415 promulgated under the Securities Act, as such Rule
may be amended from time to time, or any similar rule or regulation hereafter
adopted by the SEC.

        SEC: The Securities and Exchange Commission.

        Securities Act: The Securities Act of 1933, as amended, and the rules
and regulations of the SEC promulgated thereunder.

        Shelf Registration: See Section 2(b) hereof.

        Shelf Registration Statement: See Section 2(b) hereof.

        Subsequent Shelf Registration: See Section 2(b) hereof.

        TIA: The Trust Indenture Act of 1939, as amended, and the rules and
regulations of the SEC promulgated thereunder.

        Trustee: The Trustee under the Indenture.

        Underlying Shares: See the second introductory paragraph hereto.

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

2. Shelf Registration

        (a) Shelf Registration. The Company shall use its reasonable efforts to
file with the SEC a Registration Statement for an offering to be made on a
continuous basis pursuant to Rule 415 covering all of the Registrable Securities
(the "Initial Shelf Registration") on or prior to the Filing Date. The Initial
Shelf Registration shall be on Form S-3 or another appropriate form permitting
registration of such Registrable Securities for resale by Holders in the manner
or manners designated by them (including, without limitation, one or more
underwritten offerings). The Company shall not permit any securities other than
the Registrable Securities to be included in the Initial Shelf Registration or
any Subsequent Shelf Registration (as defined below).



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        The Company shall, subject to applicable law or applicable
interpretation of the staff of the SEC, use all reasonable efforts to cause the
Initial Shelf Registration to be declared effective under the Securities Act on
or prior to the Effectiveness Date and to keep such Initial Shelf Registration
continuously effective under the Securities Act until the date that is two years
after the Closing Date (as it may be shortened pursuant to clauses (i), (ii) or
(iii) immediately following, the "Effectiveness Period"), or such shorter period
ending when (i) all the shares of Registrable Securities covered by the Initial
Shelf Registration have been sold in the manner set forth and as contemplated in
the Initial Shelf Registration, (ii) the date on which all the Registrable
Securities (x) held by Persons who are not affiliates of the Issuers may be
resold pursuant to Rule 144(k) under the Securities Act or (y) cease to be
outstanding, or (iii) a Subsequent Shelf Registration covering all of the
Registrable Securities has been declared effective under the Securities Act.

        No Holder of Registrable Securities may include any of its Registrable
Securities in any Shelf Registration pursuant to this Agreement unless and until
such Holder furnishes to the Company in writing, within 15 business days after
receipt of a request therefor, such information concerning such Holder required
to be included in any Shelf Registration Statement or Prospectus or preliminary
prospectus included therein. No Holder of Registrable Securities shall be
entitled to Liquidated Damages pursuant to Section 3 hereof unless and until
such Holder shall have provided all such information, if so requested. Each
Holder of Registrable Securities as to which any Shelf Registration Statement is
being effected agrees to furnish promptly to the Company all information
required to be disclosed so that the information previously furnished to the
Company by such Holder is not materially misleading and does not omit to state a
material fact required to be stated therein or necessary in order to make the
statements therein not misleading in the light of the circumstances under which
they were made.

        (b) Subsequent Shelf Registrations. If the Initial Shelf Registration or
any Subsequent Shelf Registration ceases to be effective for any reason at any
time during the Effectiveness Period (other than because of the sale of all of
the securities registered thereunder), the Issuers shall use their reasonable
efforts to obtain the prompt withdrawal of any order suspending the
effectiveness thereof, and in any event shall within 30 days of such cessation
of effectiveness amend the Initial Shelf Registration in a manner to obtain the
withdrawal of the order suspending the effectiveness thereof, or file an
additional "shelf" Registration Statement pursuant to Rule 415 covering all of
the Registrable Securities (a "Subsequent Shelf Registration"). If a Subsequent
Shelf Registration is filed, the Issuers shall use their reasonable efforts to
cause the Subsequent Shelf Registration to be declared effective under the
Securities Act as soon as practicable after such filing and to keep such
Registration Statement continuously effective for a period equal to the number
of days in the Effectiveness Period less the aggregate number of days during
which the Initial Shelf Registration or any Subsequent Shelf Registration was
previously continuously effective. As used herein the term "Shelf Registration"
means the Initial Shelf Registration and any Subsequent Shelf Registration and
the term



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"Shelf Registration Statement" means any Registration Statement filed in
connection with a Shelf Registration.

        (c) Supplements and Amendments. The Issuers shall promptly supplement
and amend the Shelf Registration if required by the rules, regulations or
instructions applicable to the registration form used for such Shelf
Registration, if required by the Securities Act, or if reasonably requested by
the Holders of the majority in Amount of Registrable Securities covered by such
Registration Statement or by any underwriter of such Registrable Securities,
provided, however, that the Issuers shall not be required to supplement or amend
any Shelf Registration upon the request of a Holder or any underwriter if such
requested supplement or amendment would, in the good faith judgment of the
Company, violate the Securities Act, the Exchange Act or the rules and
regulations promulgated thereunder.

3. Liquidated Damages

        (a) The Issuers and the Initial Purchasers agree that the Holders of
Registrable Securities will suffer damages if the Issuers fail to fulfill their
obligations under Section 2 hereof and that it would not be feasible to
ascertain the extent of such damages with precision. Accordingly, the Issuers
agree to pay liquidated damages on the Registrable Securities ("Liquidated
Damages") under the circumstances and to the extent set forth below (each of
which shall be given independent effect; each a "Registration Default"):

                (i) if the Initial Shelf Registration is not filed with the SEC
        on or prior to the Filing Date, then commencing on the day after the
        Filing Date, Liquidated Damages shall accrue on the Registrable
        Securities at a rate of 0.50% per annum on the Amount of Registrable
        Securities;

                (ii) if the Initial Shelf Registration or a Subsequent Shelf
        Registration is not declared effective by the SEC on or prior to the
        Effectiveness Date, then commencing on the day after the Effectiveness
        Date, Liquidated Damages shall accrue on the Registrable Securities at a
        rate of 0.50% per annum on the Amount of Registrable Securities; and

                (iii) if a Shelf Registration has been declared effective and
        such Shelf Registration ceases to be effective at any time during the
        Effectiveness Period (other than as permitted under Section 3(b)), then
        Liquidated Damages shall accrue on the Registrable Securities at a rate
        of 0.50% per annum on the Amount of Registrable Securities;

provided, however, that Liquidated Damages on the Registrable Securities may not
accrue under more than one of the foregoing clauses (i), (ii) or (iii) at any
one time and at no time shall the aggregate amount of Liquidated Damages
accruing exceed in the aggregate 0.50% per annum; provided, further, however,
that (1) upon the filing of the Shelf Registration as required hereunder (in the
case of clause (a)(i) of this Section 3), (2) upon the effectiveness of the
Shelf



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Registration as required hereunder (in the case of clause (a)(ii) of this
Section 3), or (3) upon the effectiveness of a Shelf Registration which had
ceased to remain effective (in the case of (a)(iii) of this Section 3),
Liquidated Damages on the Registrable Securities as a result of such clause (or
the relevant subclause thereof), as the case may be, shall cease to accrue. It
is understood and agreed that, notwithstanding any provision to the contrary, so
long as any Registrable Security is then covered by an effective Shelf
Registration Statement, no Liquidated Damages shall accrue on such Registrable
Security.

        (b) So long as Convertible Securities remain outstanding, the Company
shall notify the Trustee within three days after each and every date on which an
event occurs in respect of which Liquidated Damages is required to be paid. Any
amounts of Liquidated Damages due pursuant to (a)(i), (a)(ii) or (a)(iii) of
this Section 3 will be payable in cash semi-annually on each March 15 and
September 15 (each a "Damages Payment Date"), commencing with the first such
date occurring after any such Liquidated Damages commences to accrue, to Holders
to whom regular interest is payable on such Damages Payment Date with respect to
Convertible Securities that are Registrable Securities and to Persons that are
registered Holders 15 days prior to such Damages Payment Date with respect to
Underlying Shares that are Registrable Securities. The amount of Liquidated
Damages for Registrable Securities will be determined by multiplying the
applicable rate of Liquidated Damages by the Amount of Registrable Securities
outstanding on the Damages Payment Date following such Registration Default in
the case of the first such payment of Liquidated Damages with respect to a
Registration Default (and thereafter at the next succeeding Damages Payment Date
until the cure of such Registration Default), multiplied by a fraction, the
numerator of which is the number of days such Liquidated Damages rate was
applicable during such period (determined on the basis of a 360-day year
comprised of twelve 30-day months and, in the case of a partial month, the
actual number of days elapsed), and the denominator of which is 360.

4. Registration Procedures

        In connection with the filing of any Registration Statement pursuant to
Section 2 hereof, the Issuers shall effect such registrations to permit the sale
of the securities covered thereby in accordance with the intended method or
methods of disposition thereof, and pursuant thereto and in connection with any
Registration Statement filed by the Issuers hereunder the Issuers shall:

                (a) Prepare and file with the SEC on or prior to the Filing
        Date, a Registration Statement or Registration Statements as prescribed
        by Section 2 hereof, and use their reasonable efforts to cause each such
        Registration Statement to become effective and remain effective as
        provided herein; provided, however, that before filing any Registration
        Statement or Prospectus or any amendments or supplements thereto, the
        Issuers shall furnish to and afford the Holders of the Registrable
        Securities covered by such Registration Statement and the managing
        underwriters, if any, a reasonable opportunity to review copies of all
        such documents proposed to be filed (in each case,



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        where possible, at least five days prior to such filing, or such later
        date as is reasonable under the circumstances). The Issuers shall not
        file any Registration Statement or Prospectus or any amendments or
        supplements thereto if the Holders of a majority in Amount of
        Registrable Securities covered by such Registration Statement or the
        managing underwriters, if any, shall reasonably object.

                (b) Prepare and file with the SEC such amendments and
        post-effective amendments to each Shelf Registration, as may be
        necessary to keep such Registration Statement continuously effective for
        the Effectiveness Period; cause the related Prospectus to be
        supplemented by any Prospectus supplement required by applicable law,
        and as so supplemented to be filed pursuant to Rule 424 (or any similar
        provisions then in force) promulgated under the Securities Act; and
        comply with the provisions of the Securities Act and the Exchange Act
        applicable to it with respect to the disposition of all securities
        covered by such Registration Statement as so amended or in such
        Prospectus as so supplemented. The Issuers shall be deemed not to have
        used their reasonable efforts to keep a Registration Statement effective
        during the Effectiveness Period if any of them voluntarily takes any
        action that would result in selling Holders of the Registrable
        Securities covered thereby not being able to sell such Registrable
        Securities during that period unless such action is required by
        applicable law or unless the Issuers comply with this Agreement,
        including without limitation the provisions of Section 4(k) hereof.

                (c) Notify the selling Holders of Registrable Securities and the
        managing underwriters, if any, promptly (but in any event within two
        Business Days), (i) when a Prospectus or any prospectus supplement or
        post-effective amendment has been filed, and, with respect to a
        Registration Statement or any post-effective amendment, when the same
        has become effective under the Securities Act (including in such notice
        a written statement that any Holder may, upon request, obtain, at the
        sole expense of the Issuers, one conformed copy of such Registration
        Statement or post-effective amendment including financial statements and
        schedules, documents incorporated or deemed to be incorporated by
        reference and exhibits), (ii) of the issuance by the SEC of any stop
        order suspending the effectiveness of a Registration Statement or of any
        order preventing or suspending the use of any preliminary prospectus or
        the initiation of any proceedings for that purpose, (iii) of the
        happening of any event, the existence of any condition or any
        information becoming known that makes any statement made in such
        Registration Statement or related Prospectus or any document
        incorporated or deemed to be incorporated therein by reference untrue in
        any material respect or that requires the making of any changes in or
        amendments or supplements to such Registration Statement, Prospectus or
        documents so that, in the case of the Registration Statement, it will
        not contain an untrue statement of a material fact or omit to state a
        material fact required to be stated therein or necessary to make the
        statements therein not misleading, and that in the case of the
        Prospectus, it will not contain an untrue statement of a material fact
        or omit to state a material fact required to be stated therein or
        necessary



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        to make the statements therein, in the light of the circumstances under
        which they were made, not misleading and (iv) of the Company's
        determination that a post-effective amendment to a Registration
        Statement would be appropriate.

                (d) Use its reasonable efforts to prevent the issuance of any
        order suspending the effectiveness of a Registration Statement or of any
        order preventing or suspending the use of a Prospectus and, if any such
        order is issued, to use its reasonable efforts to obtain the withdrawal
        of any such order at the earliest possible moment.

                (e) If requested by the managing underwriter or underwriters (if
        any) or the Holders of the majority in Amount of Registrable Securities
        being sold in connection with an underwritten offering (i) promptly
        incorporate in a prospectus supplement or post-effective amendment such
        information as the managing underwriter or underwriters (if any), or
        such Holders reasonably determine is necessary to be included therein,
        provided, however, that the Issuers shall not be required to include any
        such information upon the request of a Holder or any underwriter if the
        inclusion of such information would, in the good faith judgment of the
        Company, violate the Securities Act, the Exchange Act or the rules and
        regulations promulgated thereunder, (ii) make all required filings of
        such prospectus supplement or such post-effective amendment as soon as
        reasonably practicable after the Issuers have received notification of
        the matters to be incorporated in such prospectus supplement or
        post-effective amendment and (iii) supplement or make amendments to such
        Registration Statement.

                (f) Furnish to each selling Holder of Registrable Securities, a
        single counsel to such Holders (chosen in accordance with Section 5(b))
        and each managing underwriter, if any, at the sole expense of the
        Issuers, one conformed copy of the Registration Statement or
        Registration Statements and each post-effective amendment thereto,
        including financial statements and schedules, and, if requested, one
        copy of any document incorporated or deemed to be incorporated therein
        by reference and one copy of any exhibit.

                (g) Deliver to each selling Holder of Registrable Securities, a
        single counsel to such Holders (chosen in accordance with Section 5(b))
        and the underwriters, if any, at the sole expense of the Issuers, as
        many copies of the Prospectus (including each form of preliminary
        prospectus) and each amendment or supplement thereto and any documents
        incorporated by reference therein as such Persons may reasonably
        request; and, subject to the second to last paragraph of this Section 4,
        the Issuers hereby consent to the use of such Prospectus and each
        amendment or supplement thereto (provided the manner of such use
        complies with any limitations resulting from any applicable state
        securities "Blue Sky" laws as provided in writing to such Holders of
        Registrable Securities by the Company and subject to the provisions of
        this Agreement) by each of the selling Holders of Registrable Securities
        and the underwriters or agents, if any, and dealers (if any), in
        connection with the offering and sale of the



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<PAGE>   12

        Registrable Securities covered by such Prospectus and any amendment or
        supplement thereto.

                (h) Prior to any public offering of Registrable Securities, to
        use their reasonable efforts to register or qualify, to the extent
        required by applicable law, and to cooperate with the selling Holders of
        Registrable Securities and the managing underwriter or underwriters, if
        any, in connection with the registration or qualification (or exemption
        from such registration or qualification) of such Registrable Securities
        or offer and sale under the securities or Blue Sky laws of such
        jurisdictions within the United States as any selling Holder, or the
        managing underwriter or underwriters, if any, may reasonably request in
        writing; provided, however, that where Registrable Securities are
        offered other than through an underwritten offering, the Issuers agree
        to cause the Issuers' counsel to perform Blue Sky investigations and
        file registrations and qualifications required to be filed pursuant to
        this Section 4(h); keep each such registration or qualification (or
        exemption therefrom) effective during the period such Registration
        Statement is required to be kept effective and do any and all other acts
        or things reasonably necessary or advisable to enable the disposition in
        such jurisdictions of the Registrable Securities covered by the
        applicable Registration Statement; provided, however, that no Issuer
        shall be required to (A) qualify generally to do business in any
        jurisdiction where it is not then so qualified, (B) take any action that
        would subject it to general service of process in any such jurisdiction
        where it is not then so subject or (C) subject it to taxation in any
        such jurisdiction where such it is not then so subject.

                (i) Cooperate with the selling Holders of Registrable Securities
        and the managing underwriter or underwriters, if any, to facilitate the
        timely preparation and delivery of certificates representing shares of
        Registrable Securities to be sold, which certificates shall not bear any
        restrictive legends and shall be in a form eligible for deposit with The
        Depository Trust Company; and enable such Registrable Securities to be
        in such denominations and registered in such names as the managing
        underwriter or underwriters, if any, or Holders may reasonably request.

                (j) Use their reasonable efforts to cause the Registrable
        Securities covered by any Shelf Registration Statement to be registered
        with or approved by such other governmental agencies or authorities as
        may be reasonably necessary to enable the seller or sellers thereof or
        the underwriter or underwriters, if any, to consummate the disposition
        of such Registrable Securities, except as may be required solely as a
        consequence of the nature of such selling Holder's business, in which
        case the Issuers will cooperate in all reasonable respects with the
        filing of such Registration Statement and the granting of such
        approvals.

                (k) Upon the occurrence of any event contemplated by paragraph
        4(c)(ii), 4(c)(iii) or 4(c)(iv) hereof, as promptly as practicable
        prepare and (subject to Section



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        4(a) hereof) file with the SEC, at the sole expense of the Issuers, a
        supplement or post-effective amendment to the Registration Statement or
        a supplement to the related Prospectus or any document incorporated or
        deemed to be incorporated therein by reference, or file any other
        required document so that, as thereafter delivered to the purchasers of
        the Registrable Securities being sold thereunder, any such Prospectus
        will not contain an untrue statement of a material fact or omit to state
        a material fact required to be stated therein or necessary to make the
        statements therein, in the light of the circumstances under which they
        were made, not misleading. Notwithstanding the foregoing, the Issuers
        shall not be required to amend or supplement a Registration Statement,
        any related Prospectus or any document incorporated therein by
        reference, in the event that an event occurs and is continuing as a
        result of which the Shelf Registration would, in the good faith judgment
        of the Company, contain an untrue statement of material fact or omit to
        state a material fact necessary in order to make the statements therein,
        in the light of the circumstances under which they were made, not
        misleading, or, for a period not to exceed an aggregate of 60 days in
        any calendar year, (a) the Company determines in its good faith judgment
        that the disclosure of such event at such time would have a material
        adverse effect on the business, operations or prospects of the Company
        or (b) the disclosure otherwise relates to a pending material business
        transaction that has not yet been publicly disclosed.

                (l) Prior to the effective date of the first Registration
        Statement relating to the Registrable Securities, (i) provide the
        Trustee with certificates for the Registrable Securities in a form
        eligible for deposit with The Depository Trust Company and (ii) provide
        a CUSIP number for the Registrable Securities.

                (m) In connection with any underwritten offering of Registrable
        Securities pursuant to a Shelf Registration, enter into an underwriting
        agreement as is customary in underwritten offerings of securities
        similar to the Registrable Securities and take all such other actions as
        are reasonably requested by the managing underwriter or underwriters in
        order to expedite or facilitate the registration or the disposition of
        such Registrable Securities and, in such connection, (i) make such
        representations and warranties to, and covenants with, the underwriters
        with respect to the business of the Company and its subsidiaries
        (including any acquired business, properties or entity, if applicable)
        and the Registration Statement, Prospectus and documents, if any,
        incorporated or deemed to be incorporated by reference therein, in each
        case, as are customarily made by issuers to underwriters in underwritten
        offerings of securities similar to the Registrable Securities and
        confirm the same in writing if and when requested; (ii) upon the request
        of any underwriter, use all reasonable efforts to obtain the written
        opinion of counsel to the Issuers and written updates thereof in form,
        scope and substance reasonably satisfactory to the managing underwriter
        or underwriters, addressed to the underwriters covering the matters
        customarily covered in opinions requested in underwritten offerings of
        securities similar to the Registrable Securities and such other matters
        as may be reasonably requested by the managing underwriter or
        underwriters;



                                      -11-
<PAGE>   14

        (iii) upon the request of any underwriter, use all reasonable efforts to
        obtain "cold comfort" letters and updates thereof in form, scope and
        substance reasonably satisfactory to the managing underwriter or
        underwriters from the independent certified public accountants of the
        Company (and, if necessary, any other independent certified public
        accountants of any subsidiary of the Company or of any business acquired
        by the Company for which financial statements and financial data are, or
        are required to be, included or incorporated by reference in the
        Registration Statement), addressed to each of the underwriters, such
        letters to be in customary form and covering matters of the type
        customarily covered in "cold comfort" letters in connection with
        underwritten offerings of securities similar to the Registrable
        Securities and such other matters as reasonably requested by the
        managing underwriter or underwriters as permitted by the Statement on
        Auditing Standards No. 72; and (iv) if an underwriting agreement is
        entered into, cause the same to contain indemnification provisions and
        procedures no less favorable to the sellers and underwriters, if any,
        than those set forth in Section 7 hereof (or such other provisions and
        procedures acceptable to Holders of a majority in aggregate principal
        amount of Registrable Securities covered by such Registration Statement
        and the managing underwriter or underwriters or agents if any). The
        above shall be done as and to the extent required by such underwriting
        agreement.

                (n) Make available for inspection by any selling Holder of such
        Registrable Securities being sold, any underwriter participating in any
        such disposition of Registrable Securities, if any, and any attorney,
        accountant or other agent retained by any such selling Holder, or
        underwriter (collectively, the "Inspectors"), at the offices where
        normally kept, during reasonable business hours at such time or times as
        shall be mutually convenient for the Company and the Inspectors as a
        group, all financial and other records, pertinent corporate documents
        and instruments of the Company and its subsidiaries (collectively, the
        "Records") as shall be reasonably necessary to enable them to exercise
        any applicable due diligence responsibilities, and cause the officers,
        directors and employees of the Company and its subsidiaries to supply
        all information reasonably requested by any such Inspector in connection
        with such Registration Statement. The foregoing inspection and
        information gathering shall be coordinated on behalf of the other
        parties by one counsel designated by such parties as described in
        Section 5(b) hereof. Each Inspector shall agree in writing that it will
        keep the Records confidential and that it will not disclose any Records
        that the Issuers determine, in good faith, to be confidential unless (i)
        the release of such Records is ordered pursuant to a subpoena or other
        order from a court of competent jurisdiction or (ii) the information in
        such Records has been made generally available to the public other than
        through the acts of such Inspector; provided, however, that prior notice
        shall be provided as soon as practicable to the Issuers of the potential
        disclosure of any information by such Inspector pursuant to clauses (i)
        of this sentence to permit the Issuers to obtain a protective order (or
        waive the provisions of this paragraph (n)). Each Inspector shall take
        such actions as are reasonably necessary to protect the confidentiality
        of such information (if practicable) to the extent such actions are
        otherwise not inconsis-



                                      -12-
<PAGE>   15

        tent with, an impairment of or in derogation of the rights and interests
        of the Holder or any Inspector.

                (o) Provide (i) the Holders of the Registrable Securities to be
        included in such Registration Statement and not more than one counsel
        for all the Holders of such Registrable Securities chosen in accordance
        with Section 5(b), (ii) the underwriters (which term, for purposes of
        this Registration Rights Agreement, shall include a Person deemed to be
        an underwriter within the meaning of Section 2(11) of the Securities
        Act), if any, thereof, (iii) the sales or placement agent, if any,
        thereof, and (D) one counsel for such underwriters or agents, reasonable
        opportunity to participate in the preparation of such Registration
        Statement, each prospectus included therein or filed with the SEC, and
        each amendment or supplement thereto.

                (p) Comply with all applicable rules and regulations of the SEC
        and make generally available to its securityholders earning statements
        satisfying the provisions of Section 11(a) of the Securities Act and
        Rule 158 thereunder (or any similar rule promulgated under the
        Securities Act) no later than 60 days after the end of any fiscal
        quarter (or 120 days after the end of any 12-month period if such period
        is a fiscal year) (i) commencing at the end of any fiscal quarter in
        which Registrable Securities are sold to underwriters in a firm
        commitment or best efforts underwritten offering and (ii) if not sold to
        underwriters in such an offering, commencing on the first day of the
        first fiscal quarter of the Company after the effective date of a
        Registration Statement, which statements shall cover said 12-month
        periods.

                (q) Cooperate with each seller of Registrable Securities covered
        by any Registration Statement and each underwriter, if any,
        participating in the disposition of such Registrable Securities and
        their respective counsel in connection with any filings required to be
        made with the National Association of Securities Dealers, Inc. (the
        "NASD"), including, if the Conduct Rules of the NASD or any successor
        thereto as amended from time to time so require, engaging, at the
        underwriters' (or Holders') expense, a "qualified independent
        underwriter" ("QIU") as contemplated therein and making Records
        available to such QIU as though it were a participating underwriter for
        the purposes of Section 4(n) and otherwise applying the provisions of
        this Agreement to such QIU (including indemnification) as though it were
        a participating underwriter.

                (r) Cause the Indenture to be qualified under the TIA not later
        than the effective date of the first Registration Statement relating to
        the Registrable Securities; and in connection therewith, cooperate with
        the Trustee and the Holders of the Registrable Securities to effect such
        changes to the Indenture as may be


                                      -13-
<PAGE>   16

        required for the Indenture to be so qualified in accordance with the
        terms of the TIA; and execute, and use their reasonable efforts to cause
        the Trustee to execute, all documents as may be required to effect such
        changes and all other forms and documents required to be filed with the
        SEC to enable the Indenture to be so qualified in a timely manner.

                (s) Use their reasonable efforts to take all other steps
        necessary or advisable to effect the registration of the Registrable
        Securities covered by a Registration Statement contemplated hereby.

        The Issuers may require each seller of Registrable Securities as to
which any registration is being effected to furnish to the Issuers such
information regarding such seller and the distribution of such Registrable
Securities as the Issuers may, from time to time, reasonably request to the
extent necessary or advisable to comply with the Securities Act. The Issuers may
exclude from such registration the Registrable Securities of any seller if such
seller fails to furnish such information within a reasonable time after
receiving such request. Each seller as to which any Shelf Registration is being
effected agrees to furnish promptly to the Issuers all information required to
be disclosed so that the information previously furnished to the Issuers by such
seller is not materially misleading and does not omit to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances under which they were made.

        Each Holder of Registrable Securities agrees by acquisition of such
Registrable Securities that, upon actual receipt of any notice from the Company
of the happening of any event of the kind described in Section 4(c)(ii), or
4(c)(iii) hereof, such Holder will forthwith discontinue disposition of such
Registrable Securities covered by such Registration Statement or Prospectus
until such Holder's receipt of the copies of the supplemented or amended
Prospectus contemplated by Section 4(k) hereof, or until it is advised in
writing by the Issuers that the use of the applicable Prospectus may be resumed,
and has received copies of any amendments or supplements thereto.

5. Registration Expenses

        (a) All fees and expenses incident to the performance of or compliance
with this Agreement by the Issuers shall be borne by the Issuers, including,
without limitation, (i) all registration and filing fees (including, without
limitation, (A) fees with respect to filings required to be made with the NASD
in connection with an underwritten offering and (B) fees and expenses of
compliance with state securities or Blue Sky laws (including, without
limitation, reasonable fees and disbursements of one counsel in connection with
Blue Sky qualifications of the Registrable Securities and determination of the
eligibility of the Registrable Securities for investment under the laws of such
jurisdictions as provided in Section 4(h) hereof), (ii) printing expenses,
including, without limitation, expenses of printing certificates for Registrable
Securities in a form eligible for deposit with The Depository Trust Company and
of printing prospectuses if the printing of prospectuses is requested by the
managing underwriter or underwriters, if any, or by the Holders of the majority
in Amount of Registrable Securities included in any Registration Statement,
(iii) messenger, telephone and delivery expenses, (iv)



                                      -14-
<PAGE>   17

fees and disbursements of counsel for the Issuers and reasonable fees and
disbursements of one special counsel for the sellers of Registrable Securities
(subject to the provisions of Section 5(b) hereof), (v) fees and disbursements
of all independent certified public accountants referred to in Section 4(m)(iii)
hereof (including, without limitation, the expenses of any special audit and
"cold comfort" letters required by or incident to such performance), (vi)
Securities Act liability insurance, if the Issuers desire such insurance, (vii)
fees and expenses of all other Persons retained by the Issuers, (viii) internal
expenses of the Issuers (including, without limitation, all salaries and
expenses of officers and employees of the Issuers performing legal or accounting
duties), (ix) the expense of any annual audit, (x) the fees and expenses
incurred in connection with the listing of the securities to be registered on
any securities exchange, if applicable, and (xi) the expenses relating to
printing, word processing and distributing all Registration Statements,
underwriting agreements, securities sales agreements and any other documents
necessary in order to comply with this Agreement. Notwithstanding anything in
this Agreement to the contrary, each Holder shall pay all underwriting discounts
and brokerage commissions with respect to any Registrable Securities sold by it.

        (b) The Issuers shall reimburse the Holders of the Registrable
Securities being registered in a Shelf Registration for the reasonable fees and
disbursements of not more than one counsel chosen by the Holders of a majority
in Amount of Registrable Securities to be included in such Registration
Statement.

6. Indemnification

        Each of the Issuers, jointly and severally, agrees to indemnify and hold
harmless, (i) each Holder, (ii) each Person, if any, who controls (within the
meaning of either Section 15 of the Securities Act or Section 20 of the Exchange
Act) any of the foregoing (any of the Persons referred to in this clause (ii)
being hereinafter referred to as a "controlling person"), (iii) the respective
officers, directors, partners, employees, representatives and agents of the
Holders (including predecessor Holders) or any controlling person (any person
referred to in clause (i), (ii) or (iii) may hereinafter be referred to as an
"Indemnified Holder"), from and against any and all losses, claims, damages,
liabilities and judgments (including, without limitation, reasonable legal fees
and other expenses incurred in connection with any suit, action or proceeding or
any claim asserted) caused by any untrue statement or alleged untrue statement
of a material fact contained in any Registration Statement or Prospectus, or any
amendment or supplement thereto or any related preliminary prospectus, or caused
by 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 such losses, claims, damages or liabilities are caused by any
untrue statement or omission or alleged untrue statement or omission made in
reliance upon and in conformity with information relating to any Holder
furnished to the Issuers in writing by such Holder expressly for use therein; or
except in so far as any such loss, claim, damage, liability, judgment or expense
of such Indemnified Holder results from the fact that such Indemnified Holder
sold Registrable Securities under a Registration Statement to a Person as to
whom it shall be established that there was not sent or


                                      -15-
<PAGE>   18

given, at or prior to the written confirmation of such sale, a copy of the
Prospectus (or of the preliminary prospectus as then amended or supplemented if
the Issuers shall have furnished such Indemnified Holder with such amendment or
supplement thereto on a timely basis), in any case where such delivery is
required by applicable law to the extent that such loss, claim, damage,
liability or expense of such Indemnified Holder results from an untrue statement
or omission of a material fact contained in the preliminary prospectus which was
corrected in the Prospectus (or in the preliminary prospectus as then amended or
supplemented if the Issuers shall have furnished such Indemnified Holder with
such amendment or supplement thereto, as the case may be, on a timely basis).
The Issuers shall notify each Indemnified Holder promptly of the institution,
threat or assertion of any claim, proceeding (including any governmental
investigation) or litigation in connection with the matters addressed by this
Agreement which involves the Issuers or such Indemnified Holder.

        Each Holder agrees, severally and not jointly, to indemnify and hold
harmless the Issuers, their directors, officers and each Person who controls the
Issuers within the meaning of either Section 15 of the Securities Act or Section
20 of the Exchange Act to the same extent as the foregoing indemnity from the
Issuers to each Holder, but only with reference to such losses, claims, damages
or liabilities which are caused by any untrue statement or omission or alleged
untrue statement or omission made in reliance upon and in conformity with
information relating to a Holder furnished to the Issuers in writing by such
Holder expressly for use in any Registration Statement or Prospectus, or any
amendment or supplement thereto or any related preliminary prospectus. The
liability of any Holder under this paragraph shall in no event exceed the
proceeds received by such Holder from sales of Registrable Securities giving
rise to such obligation.

        If any suit, action, proceeding (including any governmental or
regulatory investigation), claim or demand shall be brought or asserted against
any Person in respect of which indemnity may be sought pursuant to either of the
two preceding paragraphs, such Person (the "Indemnified Person") shall promptly
notify the Person or Persons against whom such indemnity may be sought (each an
"Indemnifying Person") in writing, and such Indemnifying Person, upon request of
the Indemnified Person, shall retain counsel reasonably satisfactory to the
Indemnified Person to represent the Indemnified Person and any others entitled
to indemnification pursuant to this Section 6 that the Indemnifying Person may
designate in such proceeding and shall pay the reasonable fees and expenses
actually incurred by such counsel related to such proceeding, provided, however,
that the failure to so notify the Indemnifying Persons will not relieve it from
any liability under the first two paragraphs of this Section 6 unless and to the
extent such failure results in the forfeiture by the Indemnifying Person of
substantial rights and defenses and the Indemnifying Person was not otherwise
aware of such action or claim. In any such proceeding, any Indemnified Person
shall have the right to retain its own counsel, but the fees and expenses of
such counsel shall be at the expense of such Indemnified Person unless (i) such
Indemnifying Person and the Indemnified Person shall have mutually agreed to the
contrary in writing, (ii) such Indemnifying Person has failed within a
reasonable period of time to retain counsel reasonably satisfactory to such
Indemni-




                                      -16-
<PAGE>   19

fied Person or (iii) the named parties in any such proceeding (including any
impleaded parties) include both an Indemnifying Person and an Indemnified Person
and representation of both parties by the same counsel would be inappropriate
due to actual or potential differing interests between them. It is understood
that an Indemnifying Person shall not, in connection with any proceeding or
related proceedings in the same jurisdiction, be liable for the fees and
expenses of more than one separate firm (in addition to any local counsel) for
all Indemnified Persons, and that all such fees and expenses shall be reimbursed
as they are incurred. Any such separate firm for the Indemnified Holders shall
be designated in writing by the Holders of the majority in Amount of Registrable
Securities, and any such separate firm for the Issuers, their directors,
respective officers and such control Persons of the Issuers shall be designated
in writing by the Issuers. The Indemnifying Person shall not be liable for any
settlement of any proceeding effected without its written consent, but if
settled with such consent or if there be a final judgment for the plaintiff,
such Indemnifying Person agrees to indemnify any Indemnified Person from and
against any loss or liability by reason of such settlement or judgment. No
Indemnifying Person shall, without the prior written consent of the Indemnified
Person, effect any settlement of any pending or threatened proceeding in respect
of which any Indemnified Person is or could have been a party and indemnity
could have been sought hereunder by such Indemnified Person, unless such
settlement (A) includes an unconditional release of such Indemnified Person in
form and substance reasonably satisfactory to such Indemnified Person, from all
liability on claims that are the subject matter of such proceeding and (B) does
not include any statement as to an admission of fault, culpability or failure to
act by or on behalf of such Indemnified Person.

        If the indemnification provided for in the first and second paragraphs
of this Section 6 is unavailable or insufficient to hold harmless an Indemnified
Person in respect of any losses, claims, damages or liabilities referred to
therein, then each Indemnifying Person under such paragraph, in lieu of
indemnifying such Indemnified Person thereunder, shall contribute to the amount
paid or payable by such Indemnified Person as a result of such losses, claims,
damages or liabilities (i) in such proportion as is appropriate to reflect the
relative benefits received by the Indemnifying Person on the one hand and the
Indemnified Person on the other hand pursuant to the Purchase Agreement or from
the offering of the Registrable Securities pursuant to any Shelf Registration 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 Person on the one hand and the Indemnified Person on the other
in connection with the statements or omissions that resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative benefits received by the Issuers on the one hand
and any Indemnified Holder on the other shall be deemed to be in the same
proportion as the total net proceeds from the initial offering and sale of
Convertible Securities (before deducting expenses) received by the Issuers bear
to the total net proceeds received by such Indemnified Holder from sales of
Registrable Securities giving rise to such obligations. The relative fault of
the parties shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged



                                      -17-
<PAGE>   20

omission to state a material fact relates to information supplied by the Issuers
or such Indemnified Holder and the parties' relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or omission.

        Each of the Issuers and the Initial Purchasers agrees that it would not
be just and equitable if contribution pursuant to this Section 6 were determined
by pro rata allocation or by any other method of allocation that does not take
account of the equitable considerations referred to in the immediately preceding
paragraph. The amount paid or payable by an Indemnified Person as a result of
the losses, claims, damages and liabilities referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses incurred by such Indemnified Person in
connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 6, in no event shall any Holder
be required to contribute any amount in excess of the amount by which the net
proceeds received by such Holder from the sale of the Registrable Securities
pursuant to a Shelf Registration Statement exceeds the amount of damages which
such Holder would have otherwise been required to pay by reason of such untrue
or alleged untrue statement or omission or alleged omission. No Person guilty of
fraudulent misrepresentation (within the meaning of Section 11(F) of the
Securities Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation.

        The remedies provided for in this Section 6 are not exclusive and shall
not limit any rights or remedies that may otherwise be available to any
indemnified party at law or in equity.

        The indemnity and contribution agreements contained in this Section 6
shall remain operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by or on behalf of
any Holder or any Person controlling any Holder or by or on behalf of the
Issuers, their officers or directors or any other Person controlling any of the
Issuers and (iii) acceptance of and payment for any of the Registrable
Securities.

7. Rules 144 and 144A.

        The Issuers covenants that they 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 in a timely manner in accordance with
the requirements of the Securities Act and the Exchange Act and, for so long as
any Registrable Securities remain outstanding, if at any time the Issuers are
not required to file such reports, they will, upon the request of any Holder or
beneficial owner of Registrable Securities, make available such information
necessary to permit sales pursuant to Rule 144A under the Securities Act. The
Issuers further covenant that, for so long as any Registrable Securities remain
outstanding, they will use their reasonable efforts to take such further action
as any Holder of Registrable Securities may reasonably request, all to the
extent required from time to time to enable such holder to sell Reg-



                                      -18-
<PAGE>   21

istrable Securities without registration under the Securities Act within the
limitation of the exemptions provided by (a) Rule 144(k) and Rule 144A under the
Securities Act, as such rules may be amended from time to time, or (b) any
similar rule or regulation hereafter adopted by the SEC. Notwithstanding the
foregoing, nothing in this Section 7 shall be deemed to require the Issuers to
register any of its securities pursuant to the Exchange Act.

8. Underwritten Registrations.

        If any of the Registrable Securities covered by any Shelf Registration
are to be sold in an underwritten offering, the investment banker or investment
bankers and manager or managers that will manage the offering will be selected
by the Holders of the majority in Amount of Registrable Securities to be
included in such offering and be reasonably acceptable to the Issuers.

        No Holder of Registrable Securities may participate in any underwritten
registration hereunder unless such Holder (a) agrees to sell such Holder's
Registrable 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.

9. Miscellaneous

        (a) No Inconsistent Agreements. The Issuers have not, as of the date
hereof, and the Issuers shall not, after the date of this Agreement, enter into
any agreement with respect to any of their securities that is inconsistent with
the rights granted to the Holders of Registrable Securities in this Agreement or
otherwise conflicts with the provisions hereof. The rights granted to the
Holders hereunder do not in any way conflict with and are not inconsistent with
the rights granted to the holders of the Issuers' other issued and outstanding
securities under any such agreements, except for such conflicts as are
anticipated to be waived on the closing date of the Stock and Warrant Purchase
Agreement between the Company and U.S. Transportation, LLC. The Issuers shall
not, after the date of this agreement, enter into any agreement with respect to
any of their securities which will grant to any Person piggy-back registration
rights with respect to any Registration Statement.

        (b) Adjustments Affecting Registrable Securities. The Issuers shall not,
directly or indirectly, take any action with respect to the Registrable
Securities as a class that would adversely affect the ability of the Holders of
Registrable Securities to include such Registrable Securities in a registration
undertaken pursuant to this Agreement.

        (c) Amendments and Waivers. The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, otherwise than with the prior written
consent of the Issuers and



                                      -19-
<PAGE>   22

the Holders of not less than the majority in Amount of Registrable Securities;
provided, however, that Section 6 and this Section 9(c) may not be amended,
modified or supplemented without the prior written consent of the Issuers and
each Holder (including, in the case of an amendment, modification or supplement
of Section 6, any Person who was a Holder of Registrable Securities disposed of
pursuant to any Registration Statement) affected by such amendment, modification
or supplement. Notwithstanding the foregoing, a waiver or consent to depart from
the provisions hereof with respect to a matter that relates exclusively to the
rights of Holders of Registrable Securities whose securities are being sold
pursuant to a Registration Statement and that does not directly or indirectly
affect, impair, limit or compromise the rights of other Holders of Registrable
Securities may be given by Holders of at least a majority in Amount of the
Registrable Securities being sold by such Holders pursuant to such Registration
Statement.

        (d) Notices. All notices and other communications (including without
limitation any notices or other communications to the Trustee) provided for or
permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, next-day air courier or facsimile:

                (1) if to a Holder of the Registrable Securities, at the most
        current address of such Holder set forth on the records of the registrar
        under the Indenture, in the case of Holders of Convertible Notes, and
        the stock ledger of the Company, in the case of Holders of common stock
        of the Company.

                (2) if to the Initial Purchasers:

                        DEUTSCHE BANC ALEX. BROWN INC.
                        BEAR, STEARNS & CO. INC.
                        LEHMAN BROTHERS INC.
                        J.P. MORGAN SECURITIES INC.
                        UBS WARBURG LLC
                        c/o Deutsche Banc Alex. Brown Inc.
                        30 Liberty Street
                        New York, New York  10006
                        Attention:  Equity Syndicate

                with copies to:

                        Cahill Gordon & Reindel
                        80 Pine Street
                        New York, New York 10005
                        Facsimile No.:  (212) 269-5420
                        Attention:  William M. Hartnett, Esq.



                                      -20-
<PAGE>   23

                (3) if to the Company, at the addresses as follows:

                        Fleming Companies, Inc.
                        1945 Lakepointe Drive
                        Lewisville, Texas  75057
                        Facsimile No.:  (972) 906-1530
                        Attention:  Chief Financial Officer

                with copies to:

                        Latham & Watkins
                        505 Montgomery Street, Suite 1900
                        San Francisco, California  94111-2562
                        Facsimile No.:  (415) 395-8095
                        Attention:  Tracy K. Edmonson, Esq.

        All such notices and communications shall be deemed to have been duly
given: when delivered by hand, if personally delivered; five Business Days after
being deposited in the mail, postage prepaid, if mailed; one Business Day after
being timely delivered to a next-day air courier; and when the address or
receives facsimile confirmation, if sent by facsimile.

        (e) Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties hereto,
including the Holders; provided, however, that this Agreement shall not inure to
the benefit of or be binding upon a successor or assign of a Holder unless and
except to the extent such successor or assign holds Registrable Securities.

        (f) 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.

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

        (h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE
AND PERFORMED WHOLLY WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAW. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE
JURISDICTION OF THE FEDERAL AND NEW YORK STATE COURTS SITTING IN MANHATTAN, NEW
YORK CITY, THE STATE OF NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT.



                                      -21-
<PAGE>   24

        (i) Severability. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid,
illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their best efforts to find and employ an alternative means to
achieve the same or substantially the same result as that contemplated by such
term, provision, covenant or restriction. It is hereby stipulated and declared
to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that
may be hereafter declared invalid, illegal, void or unenforceable.

        (j) Securities Held by the Company or Its Affiliates. Whenever the
consent or approval of Holders of a specified percentage in Amount of
Registrable Securities is required hereunder, Registrable Securities held by the
Company or its affiliates (as such term is defined in Rule 405 under the
Securities Act) shall not be counted in determining whether such consent or
approval was given by the Holders of such required percentage.

        (k) Third-Party Beneficiaries. Holders of Registrable Securities are
intended third-party beneficiaries of this Agreement and this Agreement may be
enforced by such Persons.

        (l) Entire Agreement. This Agreement, together with the Purchase
Agreement and the Indenture, is intended by the parties as a final and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein and therein and any and all prior oral or
written agreements, representations, or warranties, contracts, understandings,
correspondence, conversations and memoranda between the Initial Purchasers on
the one hand and the Issuers on the other, or between or among any agents,
representatives, parents, subsidiaries, affiliates, predecessors in interest or
successors in interest with respect to the subject matter hereof and thereof are
merged herein and replaced hereby.



                                      -22-
<PAGE>   25

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


                             FLEMING COMPANIES, INC.,
                                as Issuer


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


                             ABCO FOOD GROUP, INC.,
                               as Guarantor


                             By:  /s/ Louis F. Moore
                                -----------------------------------------------
                                Name:  Louis F. Moore
                                Title: Secretary


                             ABCO MARKETS, INC.,
                               as Guarantor


                             By:  /s/ Carlos M. Hernandez
                                -----------------------------------------------
                                Name:  Carlos M. Hernandez
                                Title: Secretary


                             ABCO REALTY CORP.,
                               as Guarantor


                             By:  /s/ Carlos M. Hernandez
                                -----------------------------------------------
                                Name:  Carlos M. Hernandez
                                Title: Secretary




                                      S-1
<PAGE>   26

                             AG, L.L.C.,
                               as Guarantor


                             By:  /s/ Carlos M. Hernandez
                                -----------------------------------------------
                                Name:  Carlos M. Hernandez
                                Title: Secretary


                             AMERICAN LOGISTICS GROUP, INC.,
                               as Guarantor


                             By:  /s/ Carlos M. Hernandez
                                -----------------------------------------------
                                Name:  Carlos M. Hernandez
                                Title: Secretary


                             BAKER'S FOOD GROUP, INC.,
                               as Guarantor


                             By:  /s/ Louis F. Moore
                                -----------------------------------------------
                                Name:  Louis F. Moore
                                Title: Secretary


                             DUNIGAN FUELS, INC.,
                               as Guarantor


                             By:  /s/ Carlos M. Hernandez
                                -----------------------------------------------
                                Name:  Carlos M. Hernandez
                                Title: Secretary


                             FAVAR CONCEPTS, LTD.,
                               as Guarantor


                             By:  /s/ Carlos M. Hernandez
                                -----------------------------------------------
                                Name:  Carlos M. Hernandez
                                Title: Secretary




                                      S-2
<PAGE>   27

                             FLEMING FOODS MANAGEMENT CO., L.L.C.,
                               as Guarantor


                             By:  /s/ Carlos M. Hernandez
                                -----------------------------------------------
                                Name:  Carlos M. Hernandez
                                Title: Secretary


                             FLEMING INTERNATIONAL LTD.,
                               as Guarantor


                             By:  /s/ Carlos M. Hernandez
                                -----------------------------------------------
                                Name:  Carlos M. Hernandez
                                Title: Secretary


                             FLEMING SUPERMARKETS OF FLORIDA, INC.,
                               as Guarantor


                             By:  /s/ Carlos M. Hernandez
                                -----------------------------------------------
                                Name:  Carlos M. Hernandez
                                Title: Secretary


                             FLEMING TRANSPORTATION SERVICE, INC.,
                               as Guarantor


                             By:  /s/ Carlos M. Hernandez
                                -----------------------------------------------
                                Name:  Carlos M. Hernandez
                                Title: Secretary


                             FLEMING WHOLESALE, INC.,
                               as Guarantor


                             By:  /s/ Carlos M. Hernandez
                                -----------------------------------------------
                                Name:  Carlos M. Hernandez
                                Title: Secretary




                                      S-3
<PAGE>   28

                             FUELSERV, INC.,
                               as Guarantor


                             By:  /s/ Carlos M. Hernandez
                                -----------------------------------------------
                                Name:  Carlos M. Hernandez
                                Title: Secretary


                             GATEWAY INSURANCE AGENCY, INC.,
                               as Guarantor


                             By:  /s/ Carlos M. Hernandez
                                -----------------------------------------------
                                Name:  Carlos M. Hernandez
                                Title: Secretary


                             LAS, INC.,
                               as Guarantor


                             By:  /s/ Carlos M. Hernandez
                                -----------------------------------------------
                                Name:  Carlos M. Hernandez
                                Title: Secretary


                             PIGGLY WIGGLY COMPANY,
                               as Guarantor


                             By:  /s/ Carlos M. Hernandez
                                -----------------------------------------------
                                Name:  Carlos M. Hernandez
                                Title: Secretary


                             PROGRESSIVE REALTY, INC.,
                               as Guarantor


                             By:  /s/ Carlos M. Hernandez
                                -----------------------------------------------
                                Name:  Carlos M. Hernandez
                                Title: Secretary




                                      S-4
<PAGE>   29

                             RAINBOW FOOD GROUP, INC.,
                               as Guarantor


                             By:  /s/ Louis F. Moore
                                -----------------------------------------------
                                Name:  Louis F. Moore
                                Title: Secretary


                             RETAIL INVESTMENTS, INC.,
                               as Guarantor


                             By:  /s/ Louis F. Moore
                                -----------------------------------------------
                                Name:  Louis F. Moore
                                Title: Secretary


                             RETAIL SUPERMARKETS, INC.,
                               as Guarantor


                             By:  /s/ Carlos M. Hernandez
                                -----------------------------------------------
                                Name:  Carlos M. Hernandez
                                Title: Secretary


                             RFS MARKETING SERVICES, INC.,
                               as Guarantor


                             By:  /s/ Carlos M. Hernandez
                                -----------------------------------------------
                                Name:  Carlos M. Hernandez
                                Title: Secretary


                             RICHMAR FOODS, INC.,
                               as Guarantor


                             By:  /s/ Carlos M. Hernandez
                                -----------------------------------------------
                                Name:  Carlos M. Hernandez
                                Title: Secretary




                                      S-5
<PAGE>   30

                             SCRIVNER TRANSPORTATION, INC.,
                               as Guarantor


                             By:  /s/ Carlos M. Hernandez
                                -----------------------------------------------
                                Name:  Carlos M. Hernandez
                                Title: Secretary




                                      S-6
<PAGE>   31

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

DEUTSCHE BANC ALEX. BROWN, INC.
  as Initial Purchaser


By:  /s/ Sanjay Arora
   -----------------------------------------------
   Name:  Sanjay Arora
   Title: Director


By:  /s/ John G. Kennedy III
   -----------------------------------------------
   Name:  John G. Kennedy III
   Title: Managing Director


BEAR, STEARNS & CO. INC.
  as Initial Purchaser

By:  /s/ Jerry Marcus
   -----------------------------------------------
   Name:  Jerry Marcus
   Title: Senior Managing Director


LEHMAN BROTHERS INC.
  as Initial Purchaser


By:  /s/ P.J. Moses
   -----------------------------------------------
   Name:  P.J. Moses
   Title: Senior Vice President


J.P. MORGAN SECURITIES INC.
  as Initial Purchaser


By:  /s/ John Marshall Nicholson
   -----------------------------------------------
   Name:  John Marshall Nicholson
   Title: Vice President




                                       S-7
<PAGE>   32

UBS WARBURG LLC
  as Initial Purchaser


By:  /s/ Jeffrey W. Miller
   -----------------------------------------------
   Name:  Jeffrey W. Miller
   Title: Executive Director


By:  /s/ Samuel G. Pitts
   -----------------------------------------------
   Name:  Samuel G. Pitts
   Title: Associate Director







                                      S-8