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                                                                    EXHIBIT 4.16

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                          REGISTRATION RIGHTS AGREEMENT

                          Dated as of October 15, 2001

                                      Among

                             FLEMING COMPANIES, INC.

                                       and

                          THE GUARANTORS NAMED HEREIN,

                                   as Issuers,


                                       and

                      THE INITIAL PURCHASERS NAMED HEREIN,

                   10-5/8% Senior Subordinated Notes due 2007

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                          REGISTRATION RIGHTS AGREEMENT

          This Registration Rights Agreement (this "Agreement") is dated as of
October 15, 2001, among FLEMING COMPANIES, INC., an Oklahoma corporation (the
"Company"), as issuer, the other entities listed on the signature pages hereto,
as guarantors (the "Guarantors" and, together with the Company, the "Issuers"),
and the Initial Purchasers named herein, as initial purchasers (the "Initial
Purchasers").

          This Agreement is entered into in connection with the Purchase
Agreement, dated as of October 4, 2001, among the Issuers and the Initial
Purchasers (the "Purchase Agreement"), which provides for, among other things,
the sale by the Company to the Initial Purchasers of $150,000,000 aggregate
principal amount of the Company's 10-5/8% Senior Subordinated Notes due 2007
(the "Notes"), guaranteed by the Guarantors (the "Guarantees") on a senior
subordinated basis. The Notes and the Guarantees are collectively referred to
herein as the "Securities". 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 Securities. The execution and delivery
of this Agreement is a condition to the Initial Purchasers' obligation to
purchase the Securities 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:

          Additional Interest: See Section 4 hereof.

          Advice: See the last paragraph of Section 5 hereof.

          Applicable Period: See Section 2 hereof.

          Company: See the introductory paragraphs hereto.

          Effectiveness Date: The 180th day after the Issue Date; provided,
however, that with respect to any Shelf Registration, the Effectiveness Date
shall be the 180th day after the delivery of a Shelf Notice as required pursuant
to Section 2(c) hereof; provided, further, that, in the event that applicable
law or interpretations of the staff of the SEC do not permit the Company to file
a Registration Statement covering the exchange of both the Notes and the
Existing Notes or to complete the Exchange Offer, the Effectiveness Date shall
be extended by 30 days.

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                                      -2-

          Effectiveness Period: See Section 3 hereof.

          Event Date: See Section 4 hereof.

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

          Exchange Notes: See Section 2(a) hereof.

          Exchange Offer: See Section 2(a) hereof.

          Exchange Offer Registration Statement: See Section 2 hereof.

          Existing Notes. The Issuers' 10-5/8% Senior Subordinated Notes due
2007 in the aggregate principal amount of $250,000,000 issued pursuant to the
Indenture dated as of July 25, 1997 among the Issuers and Manufacturers and
Traders Trust Company, as trustee.

          Filing Date: (A) If no Exchange Offer Registration Statement has been
filed by the Issuers pursuant to this Agreement, the 90th day after the Issue
Date; and (B) with respect to a Shelf Registration Statement, the 90th day after
the delivery of a Shelf Notice as required pursuant to Section 2(c) hereof.

          Guarantees: See the introductory paragraphs hereto.

          Guarantors: See the introductory paragraphs hereto.

          Holder: As the context requires, means any holder of a Registrable
Note or Registrable Notes or any holder of an Existing Note or Existing Notes.

          Indemnified Person: See Section 7(c) hereof.

          Indemnifying Person: See Section 7(c) hereof.

          Indenture: The Indenture, dated as of October 15, 2001, by and among
the Issuers and Manufacturers and Traders Trust Company, as trustee, pursuant to
which the Securities are being issued, as the same may be amended or
supplemented from time to time in accordance with the terms thereof.

          Initial Purchasers: See the introductory paragraphs hereto.

          Initial Shelf Registration: See Section 3(a) hereof.

          Inspectors: See Section 5(m) hereof.

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                                      -3-

          Issue Date: October 15, 2001, the date of original issuance of the
Notes.

          Issuers: See the introductory paragraphs hereto.

          NASD: See Section 5(r) hereof.

          Notes: See the introductory paragraphs hereto.

          Offering Memorandum: The final offering memorandum of the Company
dated October 4, 2001, in respect of the offering of the Securities.

          Participant: See Section 7(a) hereof.

          Participating Broker-Dealer: See Section 2(b) hereof.

          Person: An individual, trustee, corporation, partnership, limited
liability company, joint stock company, trust, unincorporated association,
union, business association, firm or other legal entity.

          Private Exchange: See Section 2(b) hereof.

          Private Exchange Notes: See Section 2(b) hereof.

          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 and any term sheet filed pursuant to Rule
434 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 introductory paragraphs hereof.

          Records: See Section 5(m) hereof.

          Registrable Notes: Each Security upon its original issuance and at all
times subsequent thereto, each Exchange Note (and the related Guarantee) as to
which Section 2(c)(iv) hereof is applicable upon original issuance and at all
times subsequent thereto and each Private Exchange Note (and the related
Guarantee) upon original issuance thereof and at all times subsequent thereto,
until (i) a Registration Statement (other than, with respect only to any
Exchange Note as to which Section 2(c)(iv) hereof is applicable, the Exchange
Offer Registration Statement) covering such Security, Exchange Note or Private
Exchange Note has

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                                      -4-

been declared effective by the SEC and such Security, Exchange Note or such
Private Exchange Note (and the related guarantees), as the case may be, has been
disposed of in accordance with such effective Registration Statement, (ii) such
Security has been exchanged pursuant to the Exchange Offer for an Exchange Note
or Exchange Notes (and the related guarantees) that may be resold without
restriction under state and federal securities laws, (iii) such Security,
Exchange Note or Private Exchange Note (and the related guarantees), as the case
may be, ceases to be outstanding for purposes of the Indenture or (iv) such
Security, Exchange Note or Private Exchange Note (and the related guarantees),
as the case may be, may be resold without restriction pursuant to Rule 144 (or
any similar provision then in force) under the Securities Act.

          Registration Statement: Any registration statement of the Issuers that
covers any of the Notes, the Exchange Notes or the Private Exchange Notes (and
the related guarantees) filed with the SEC under the Securities Act, including
the Prospectus, amendments and supplements to such registration statement,
including post-effective amendments, all exhibits, and all material 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 therewith resulting in offers and sales by
subsequent holders that are not affiliates of the 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: See the introductory paragraphs hereto.

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

          Shelf Notice: See Section 2(c) hereof.

          Shelf Registration: See Section 3(b) hereof.

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                                      -5-

          Subsequent Shelf Registration: See Section 3(b) hereof.

          TIA: The Trust Indenture Act of 1939, as amended.

          Trustee: The trustee under the Indenture and the trustee (if any)
under any indenture governing the Exchange Notes and Private Exchange Notes (and
the related guarantees).

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

     2.   Exchange Offer

          (a) To the extent not prohibited by any applicable law or applicable
interpretation of the staff of the SEC, the Issuers shall file with the SEC, no
later than the Filing Date, a Registration Statement (the "Exchange Offer
Registration Statement") on an appropriate registration form with respect to a
registered offer (the "Exchange Offer") to exchange any and all of the
Registrable Notes and the Existing Notes for a like aggregate principal amount
of notes of the Company, guaranteed by the Guarantors, that are identical in all
material respects to the Securities (the "Exchange Notes"), except that (i) the
Exchange Notes shall contain no restrictive legend thereon and (ii) interest
thereon shall accrue (A) from the latter of (x) the last interest payment date
on which interest was paid on the Security surrendered in exchange therefor, or
(y) if the Security is surrendered for exchange on a date in a period which
includes the record date for an interest payment date to occur on or after the
date of such exchange and as to which interest will be paid, the date of such
interest payment date or (B) if no interest has been paid on such Security, from
the Issue Date, and which are entitled to the benefits of the Indenture or a
trust indenture which is identical in all material respects to the Indenture
(other than such changes to the Indenture or any such trust indenture as are
necessary to comply with the TIA) and which, in either case, has been qualified
under the TIA. The Exchange Offer shall comply with all applicable tender offer
rules and regulations under the Exchange Act and other applicable law. The
Issuers shall use all reasonable efforts to (x) cause the Exchange Offer
Registration Statement to be declared effective under the Securities Act on or
before the Effectiveness Date; (y) keep the Exchange Offer open for not less
than 30 days (or longer if required by applicable law) after the date that
notice of the Exchange Offer is mailed to Holders; and (z) consummate the
Exchange Offer on or prior to the 225th day after the Issue Date. If, after the
Exchange Offer Registration Statement is initially declared effective by the
SEC, the Exchange Offer or the issuance of the Exchange Notes thereunder is
interfered with by any stop order, injunction or other order or requirement of
the SEC or any other governmental agency or court, the Exchange Offer
Registration Statement shall be deemed not to have become effective for purposes
of this Agreement during the period of such interference, until the Exchange
Offer may legally resume. In the event that applicable law or interpretations of
the staff of the SEC do not permit the Company to file a Registration

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                                      -6-

Statement covering the exchange of both the Notes and the Existing Notes or to
complete the Exchange Offer, the Company shall, if necessary, amend the
Registration Statement so that it relates only to the exchange of Notes for
Exchange Notes and the Company shall not be subject to Sections 2(c)(i) or 4(a)
hereof solely by virtue of such failure to offer to include, or accept for
exchange, the Existing Notes in the Exchange Offer under such circumstances.

          Each Holder that participates in the Exchange Offer will be required,
as a condition to its participation in the Exchange Offer, to represent to the
Issuers in writing (which may be contained in the applicable letter of
transmittal) that: (i) any Exchange Notes to be received by it will be acquired
in the ordinary course of its business, (ii) at the time of the commencement of
the Exchange Offer such Holder has no arrangement or understanding with any
Person to participate in the distribution (within the meaning of the Securities
Act) of the Exchange Notes in violation of the Securities Act, (iii) such Holder
is not an affiliate (as defined in Rule 405 promulgated under the Securities
Act) of the Company, (iv) if such Holder is not a broker-dealer, that it is not
engaged in, and does not intend to engage in, the distribution of Exchange
Notes, (v) if such Holder is a Participating Broker-Dealer (as defined below)
that will receive Exchange Notes for its own account in exchange for Securities
that were acquired as a result of market-making or other trading activities,
that it will deliver a prospectus in connection with any resale of such Exchange
Notes and (vi) the Holder is not acting on behalf of any persons or entities who
could not truthfully make the foregoing representations. Such Holder will also
be required to be named as a selling security holder in the related prospectus
and to make such other representations as may be necessary under applicable SEC
rules, regulations or interpretations to render available the use of Form S-4 or
any other appropriate form under the Securities Act.

          Upon consummation of the Exchange Offer in accordance with this
Section 2, the provisions of this Agreement shall continue to apply solely with
respect to Registrable Notes that are Private Exchange Notes, Exchange Notes as
to which Section 2(c)(iv) is applicable and Exchange Notes held by Participating
Broker-Dealers (as defined below), and the Issuers shall have no further
obligation to register Registrable Notes or Existing Notes (other than Private
Exchange Notes and other than in respect of any Exchange Notes as to which
clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof.

          No securities other than the Exchange Notes shall be included in the
Exchange Offer Registration Statement.

          (b) The Issuers shall include within the Prospectus contained in the
Exchange Offer Registration Statement a section entitled "Plan of Distribution,"
reasonably acceptable to the Initial Purchasers, which shall contain a summary
statement of the positions taken or policies made by the staff of the SEC with
respect to the potential "underwriter" status of any broker-dealer that is the
beneficial owner (as defined in Rule 13d-3 under the

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                                      -7-

Exchange Act) of Exchange Notes received by such broker-dealer in the Exchange
Offer (a "Participating Broker-Dealer"), whether such positions or policies have
been publicly disseminated by the staff of the SEC or such positions or policies
represent the prevailing views of the staff of the SEC. Such "Plan of
Distribution" section shall also expressly permit, to the extent permitted by
applicable policies and regulations of the SEC, the use of the Prospectus by all
Persons subject to the prospectus delivery requirements of the Securities Act,
including, to the extent permitted by applicable policies and regulations of the
SEC, all Participating Broker-Dealers, and include a statement describing the
means by which Participating Broker-Dealers may resell the Exchange Notes in
compliance with the Securities Act.

          The Issuers shall use all reasonable efforts to keep the Exchange
Offer Registration Statement effective and to amend and supplement the
Prospectus contained therein in order to permit such Prospectus to be lawfully
delivered by all Persons subject to the prospectus delivery requirements of the
Securities Act for such period of time as is necessary to comply with applicable
law in connection with any resale of the Exchange Notes covered thereby,
provided, however, that such period shall not be required to exceed 180 days, or
such longer period if extended pursuant to the last sentence of Section 5 (the
"Applicable Period").

          If, prior to consummation of the Exchange Offer, the Initial
Purchasers hold any Securities acquired by them that have the status of an
unsold allotment in the initial distribution, the Issuers upon the request of
the Initial Purchasers shall simultaneously with the delivery of the Exchange
Notes in the Exchange Offer, issue and deliver to the Initial Purchasers, in
exchange (the "Private Exchange") for such Securities held by the Initial
Purchasers, a like principal amount of notes (the "Private Exchange Notes") of
the Company, guaranteed by the Guarantors, that are identical in all material
respects to the Exchange Notes except for the placement of a restrictive legend
on such Private Exchange Notes. The Private Exchange Notes shall be issued
pursuant to the same indenture as the Exchange Notes and bear the same CUSIP
number as the Exchange Notes.

          In connection with the Exchange Offer, the Issuers shall:

          (1) mail, or cause to be mailed, to each Holder of record entitled to
     participate in the Exchange Offer a copy of the Prospectus forming part of
     the Exchange Offer Registration Statement, together with an appropriate
     letter of transmittal and related documents;

          (2) use all reasonable efforts to keep the Exchange Offer open for not
     less than 30 days after the date that notice of the Exchange Offer is
     mailed to Holders (or longer if required by applicable law);

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                                      -8-

          (3) utilize the services of a depositary for the Exchange Offer with
     an address in the Borough of Manhattan, The City of New York;

          (4) permit Holders to withdraw tendered Securities or Existing Notes,
     as the case may be, at any time prior to the close of business, New York
     time, on the last business day on which the Exchange Offer shall remain
     open; and

          (5) otherwise comply in all material respects with all applicable
     laws, rules and regulations.

          As soon as practicable after the close of the Exchange Offer and the
Private Exchange, if any, the Issuers shall:

          (1) accept for exchange all Registrable Notes and Existing Notes
     validly tendered and not validly withdrawn pursuant to the Exchange Offer
     and the Private Exchange, if any;

          (2) deliver to the Trustee for cancellation all Registrable Notes and
     Existing Notes so accepted for exchange; and

          (3) cause the Trustee to authenticate and deliver promptly to each
     holder of Securities, Existing Notes, Exchange Notes or Private Exchange
     Notes, as the case may be, equal in principal amount to the Securities or
     Existing Notes, as the case may be, of such Holder so accepted for
     exchange.

          The Exchange Offer and the Private Exchange shall not be subject to
any conditions, other than that (i) the Exchange Offer or the Private Exchange,
as the case may be, does not violate applicable law or any applicable
interpretation of the staff of the SEC, (ii) no action or proceeding shall have
been instituted or threatened in any court or by any governmental agency which
might materially impair the ability of the Issuers to proceed with the Exchange
Offer or the Private Exchange, (iii) all governmental approvals shall have been
obtained, which approvals the Issuers deem necessary for the consummation of the
Exchange Offer or the Private Exchange, (iv) there has not been any material
change, or development involving a prospective material change, in the business
or financial affairs of the Issuers which, in the reasonable judgment of the
Issuers, would materially impair the Issuers' ability to consummate the Exchange
Offer or the Private Exchange, and (v) there has not been proposed, adopted or
enacted any law, statute, rule or regulation which, in the reasonable judgment
of the Issuers, would materially impair the Issuers' ability to consummate the
Exchange Offer or the Private Exchange or have a material adverse effect on the
Issuers if the Exchange Offer or the Private Exchange was consummated. In the
event that the Issuers are unable to consummate the Exchange Offer or the
Private Exchange due to any event listed in clauses (i)

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                                      -9-

through (v) above, the Issuers shall not be deemed to have breached any covenant
under this Section 2.

          The Exchange Notes and the Private Exchange Notes shall be issued
under (i) the Indenture or (ii) an indenture identical in all material respects
to the Indenture and which, in either case, has been qualified under the TIA or
is exempt from such qualification and shall provide that the Exchange Notes
shall not be subject to the transfer restrictions set forth in the Indenture.
The Indenture or such indenture shall provide that the Exchange Notes, the
Private Exchange Notes and the Securities shall vote and consent together on all
matters as one class and that none of the Exchange Notes, the Private Exchange
Notes or the Securities will have the right to vote or consent as a separate
class on any matter.

          (c) If (i) because of any change in law or in currently prevailing
interpretations of the staff of the SEC, the Issuers are not permitted to effect
the Exchange Offer, (ii) the Exchange Offer is not consummated within 225 days
of the Issue Date (or 255 days if the Effectiveness Date is 210 days after the
Issue Date), (iii) a Holder of Private Exchange Notes notifies the Company in
writing within 60 days after the consummation of the Exchange Offer that (A)
such Holder is prohibited by law or SEC policy from participating in the
Exchange Offer or (B) such Holder may not resell the Exchange Notes acquired by
it in the Exchange Offer to the public without delivering a prospectus and the
Prospectus contained in the Exchange Offer Registration Statement is not
appropriate or available for such resales by such Holder or (C) such Holder is a
Participating Broker-Dealer and holds Securities acquired directly from the
Company or any of its affiliates (as defined in Rule 405 promulgated under the
Securities Act), or (iv) in the case of any Holder that participates in the
Exchange Offer, such Holder does not receive Exchange Notes on the date of the
exchange that may be sold without restriction under state and federal securities
laws (other than due solely to the status of such Holder as an affiliate of one
of the Issuers within the meaning of the Securities Act), then in the case of
each of clauses (i) to and including (iv) of this sentence, the Issuers shall
promptly deliver to the Holders and the trustee written notice thereof (the
"Shelf Notice") and shall file a Shelf Registration pursuant to Section 3
hereof.

     3.   Shelf Registration

          If at any time a Shelf Notice is delivered as contemplated by Section
2(c) hereof, then:

          (a) Shelf Registration. The Issuers shall 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 Notes not exchanged in the Exchange
Offer, Private Exchange Notes and Exchange Notes as to which Section 2(c)(iv) is
applicable (the "Initial Shelf Registration"). The Issuers shall use all
reasonable efforts to file with the SEC the Initial Shelf Registration on or
before the applicable Filing Date. The Initial Shelf Registration shall be on
Form S-3 or

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                                      -10-

another appropriate form permitting registration of such Registrable Notes for
resale by Holders in the manner or manners designated by them (including,
without limitation, one or more underwritten offerings). The Issuers shall not
permit any securities other than the Registrable Notes to be included in the
Initial Shelf Registration or any Subsequent Shelf Registration (as defined
below).

          The Issuers 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 the Initial Shelf Registration
continuously effective under the Securities Act until the date which is two
years from the Issue Date or such shorter period ending when (i) all Registrable
Notes covered by the Initial Shelf Registration have been sold in the manner set
forth and as contemplated in the Initial Shelf Registration or cease to be
outstanding, (ii) all Registrable Notes are eligible to be sold to the public
pursuant to Rule 144(k) under the Securities Act or (iii) a Subsequent Shelf
Registration covering all of the Registrable Notes covered by and not sold under
the Initial Shelf Registration or an earlier Subsequent Shelf Registration has
been declared effective under the Securities Act (the "Effectiveness Period"),
provided, however, that the Effectiveness Period in respect of the Initial Shelf
Registration shall be extended to the extent required to permit dealers to
comply with the applicable prospectus delivery requirements of Rule 174 under
the Securities Act and as otherwise provided herein.

          No Holder of Registrable Notes may include any of its Registrable
Notes 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 or Prospectus or preliminary prospectus
included therein. No holder of Registrable Notes shall be entitled to Additional
Interest pursuant to Section 4 hereof unless and until such Holder shall have
provided all such information, if so requested. Each Holder of Registrable Notes
as to which any Shelf Registration 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 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 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
best 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

<PAGE>
                                      -11-

pursuant to Rule 415 covering all of the Registrable Notes covered by and not
sold under the Initial Shelf Registration or an earlier Subsequent Shelf
Registration (each, a "Subsequent Shelf Registration"). If a Subsequent Shelf
Registration is filed, the Issuers shall use all 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 subsequent Shelf
Registration 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.

          (c) Supplements and Amendments. The Issuers shall promptly supplement
and amend any 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 a majority in aggregate principal amount of the Registrable Notes
covered by such Registration Statement or by any underwriter of such Registrable
Notes, 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.

     4.   Additional Interest

          (a) The Issuers and the Initial Purchasers agree that the Holders of
Registerable Notes will suffer damages if the Issuers fail to fulfill their
obligations under Section 2 or Section 3 hereof and that it would not be
feasible to ascertain the extent of such damages with precision. Accordingly,
the Issuers agree to pay, as liquidated damages, additional interest on the
Notes (but not the Existing Notes) ("Additional Interest") under the
circumstances and to the extent set forth below (each of which shall be given
independent effect):

               (i) if (A) neither the Exchange Offer Registration Statement nor
     the Initial Shelf Registration has been filed with the SEC on or prior to
     the date 90 days after the Issue Date or (B) notwithstanding that the
     Issuers have consummated or will consummate the Exchange Offer, the Issuers
     are required to file a Shelf Registration and such Shelf Registration is
     not filed on or prior to the Filing Date applicable thereto, then,
     commencing on the day after any such Filing Date, Additional Interest shall
     accrue on the principal amount of the Securities at a rate of 0.50% per
     annum for the first 90 days immediately following each such Filing Date,
     and such Additional Interest rate shall increase by an additional 0.50% per
     annum at the beginning of each subsequent 90-day period; or

<PAGE>
                                      -12-

               (ii) if (A) neither the Exchange Offer Registration Statement nor
     the Initial Shelf Registration is declared effective by the SEC on or prior
     to the date 180 days after the Issue Date or (B) notwithstanding that the
     Issuers have consummated or will consummate the Exchange Offer, the Issuers
     are required to file a Shelf Registration and such Shelf Registration is
     not declared effective by the SEC on or prior to the Effectiveness Date in
     respect of such Shelf Registration, then, commencing on the day after such
     Effectiveness Date, Additional Interest shall accrue on the principal
     amount of the Securities at a rate of 0.50% per annum for the first 90 days
     immediately following such Effectiveness Date, and such Additional Interest
     rate shall increase by an additional 0.50% per annum at the beginning of
     each subsequent 90-day period; or

               (iii) if (A) the Issuers have not exchanged Exchange Notes for
     all Securities and Existing Notes validly tendered in accordance with the
     terms of the Exchange Offer on or prior to the 45th day after the date on
     which the applicable Exchange Offer Registration Statement or Shelf
     Registration is declared effective or (B) if applicable, a Shelf
     Registration has been declared effective and such Shelf Registration ceases
     to be effective at any time prior to the second anniversary of the Issue
     Date (other than after such time as all Notes have been disposed of
     thereunder or all Notes are eligible to be sold pursuant to Rule 144(k)),
     then Additional Interest shall accrue on the principal amount of the
     Securities at a rate of 0.50% per annum for the first 90 days commencing on
     (x) the 46th day after such effective date, in the case of (A) above, or
     (y) the day such Shelf Registration ceases to be effective, in the case of
     (B) above, and such Additional Interest rate shall increase by an
     additional 0.50% per annum at the beginning of each such subsequent 90-day
     period;

provided, however, that the Additional Interest rate on the Notes may not accrue
under more than one of the foregoing clauses (i)-(iii) at any one time and at no
time shall the aggregate amount of Additional Interest accruing exceed in the
aggregate 1.00% per annum; provided, further, however, that (1) upon the filing
of the applicable Exchange Offer Registration Statement or the applicable Shelf
Registration as required hereunder (in the case of clause (i) above of this
Section 4), (2) upon the effectiveness of the Exchange Offer Registration
Statement or the applicable Shelf Registration as required hereunder (in the
case of clause (ii) of this Section 4), or (3) upon the exchange of the
applicable Exchange Notes for all Securities tendered (in the case of clause
(iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf
Registration Statement which had ceased to remain effective (in the case of
(iii)(B) of this Section 4), Additional Interest on the Notes as a result of
such clause (or the relevant subclause thereof), as the case may be, shall cease
to accrue.

          (b) The Issuers shall notify the Trustee within three business days
after each and every date on which an event occurs in respect of which
Additional Interest is required to

<PAGE>
                                      -13-

be paid (an "Event Date"). Any amounts of Additional Interest due pursuant to
clauses (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash
semiannually on each January 31 and July 31 (to the holders of record on the
January 15 and July 15 immediately preceding such dates), commencing with the
first such date occurring after any such Additional Interest commences to
accrue. The amount of Additional Interest will be determined by multiplying the
applicable Additional Interest rate by the principal amount of the Registrable
Notes, multiplied by a fraction, the numerator of which is the number of days
such Additional Interest 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.

     5.   Registration Procedures

          In connection with the filing of any Registration Statement pursuant
to Sections 2 or 3 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 each of the
Issuers shall:

          (a) Prepare and file with the SEC no later than 90 days after the
Issue Date, a Registration Statement or Registration Statements as prescribed by
Sections 2 or 3 hereof, and use all reasonable efforts to cause each such
Registration Statement to become effective and remain effective as provided
herein; provided, however, that, if (1) such filing is pursuant to Section 3
hereof, or (2) a Prospectus contained in the Exchange Offer Registration
Statement filed pursuant to Section 2 hereof is required to be delivered under
the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange
Notes during the Applicable Period relating thereto, 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 Notes
included in such Registration Statement or each such Participating
Broker-Dealer, as the case may be, their counsel and the managing underwriters,
if any, a reasonable opportunity to review copies of all such documents
(including copies of any documents to be incorporated by reference therein and
all exhibits thereto) proposed to be filed (in each case at least five days
prior to such filing, or such later date as is reasonable under the
circumstances).

          (b) Prepare and file with the SEC such amendments and post-effective
amendments to each Shelf Registration or Exchange Offer Registration Statement,
as the case may be, as may be necessary to keep such Registration Statement
continuously effective for the Effectiveness Period or the Applicable Period, as
the case may be; 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

<PAGE>
                                      -14-

and the Exchange Act applicable to each of them with respect to the disposition
of all securities covered by such Registration Statement as so amended or in
such Prospectus as so supplemented and with respect to the subsequent resale of
any securities being sold by a Participating Broker-Dealer covered by any such
Prospectus. The Issuers shall be deemed not to have used their reasonable best
efforts to keep a Registration Statement effective during the Effectiveness
Period or the Applicable Period, as the case may be, relating thereto if any
Issuer voluntarily takes any action that would result in selling Holders of the
Registrable Notes covered thereby or Participating Broker-Dealers seeking to
sell Exchange Notes not being able to sell such Registrable Notes or such
Exchange Notes during that period unless such action is required by applicable
law or permitted by this Agreement.

          (c) If (1) a Shelf Registration is filed pursuant to Section 3 hereof,
or (2) a Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during
the Applicable Period relating thereto from whom the Issuers have received
written notice that it will be a Participating Broker-Dealer in the Exchange
Offer, notify the selling Holders of Registrable Notes, or each such
Participating Broker-Dealer, as the case may be, and their counsel promptly (but
in any event within two business days), and confirm such notice in writing, (i)
when a Prospectus or any Prospectus supplement or post-effective amendment has
been filed, and, with respect to any applicable 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 in writing, 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) if at any time when a
prospectus is required by the Securities Act to be delivered in connection with
sales of the Registrable Notes or resales of Exchange Notes by Participating
Broker-Dealers the representations and warranties of the Issuers contained in
any agreement (including any underwriting agreement) contemplated by Section
5(l) hereof cease to be true and correct in all material respects, (iv) of the
receipt by any Issuer of any notification with respect to the suspension of the
qualification or exemption from qualification of a Registration Statement or any
of the Registrable Notes or the Exchange Notes to be sold by any Participating
Broker-Dealer for offer or sale in any jurisdiction, or the initiation or
threatening of any proceeding for such purpose, (v) 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

<PAGE>
                                      -15-

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

          (d) If (1) a Shelf Registration is filed pursuant to Section 3 hereof,
or (2) a Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during
the Applicable Period, use all 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 or suspending the qualification
(or exemption from qualification) of any of the Registrable Notes or the
Exchange Notes to be sold by any Participating Broker-Dealer, for sale in any
jurisdiction, and, if any such order is issued, to use all reasonable efforts to
obtain the withdrawal of any such order at the earliest possible moment.

          (e) If a Shelf Registration is filed pursuant to Section 3 and if
requested by the managing underwriter or underwriters (if any), the Holders of a
majority in aggregate principal amount of the Registrable Notes being sold in
connection with an underwritten offering or any Participating Broker-Dealer, (i)
as promptly as practicable incorporate in a prospectus supplement or
post-effective amendment such information as the managing underwriter or
underwriters (if any), such Holders, any Participating Broker-Dealer or counsel
for any of them reasonably request 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 practicable after an Issuer has 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) If (1) a Shelf Registration is filed pursuant to Section 3 hereof,
or (2) a Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during
the Applicable Period, furnish to each selling Holder of Registrable Notes, a
single counsel to such Holders (chosen in accordance with Section 6(b)) and to
each such Participating Broker-Dealer who so requests and to its counsel at the
sole expense of the Issuers, one conformed copy of the Registration Statement or
Registration

<PAGE>
                                      -16-

Statements and each post-effective amendment thereto, including financial
statements and schedules, and, if requested in writing one copy of any document
incorporated or deemed to be incorporated therein by reference and one copy of
any exhibit.

          (g) If (1) a Shelf Registration is filed pursuant to Section 3 hereof,
or (2) a Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during
the Applicable Period, deliver to each selling Holder of Registrable Notes, a
single counsel to such Holders (chosen in accordance with Section 6(b)), or each
such Participating Broker-Dealer and its counsel, as the case may be, at the
sole expense of the Issuers, as many copies of the Prospectus or Prospectuses
(including each form of preliminary prospectus) and each amendment or supplement
thereto and if requested in writing, any documents incorporated by reference
therein as such Persons may reasonably request; and, subject to the last
paragraph of this Section 5, 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 by the Company and
subject to the provisions of this Agreement) by each of the selling Holders of
Registrable Notes or each such Participating Broker-Dealer, as the case may be,
and the underwriters or agents, if any, and dealers (if any), in connection with
the offering and sale of the Registrable Notes covered by, or the sale by
Participating Broker-Dealers of the Exchange Notes pursuant to, such Prospectus
and any amendment or supplement thereto.

          (h) Prior to any public offering of Registrable Notes or any delivery
of a Prospectus contained in the Exchange Offer Registration Statement by any
Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period, use its all reasonable efforts to register or qualify, and to
cooperate with the selling Holders of Registrable Notes or each such
Participating Broker-Dealer, as the case may be, in connection with the
registration or qualification (or exemption from such registration or
qualification) of such Registrable Notes for offer and sale under the securities
or Blue Sky laws of such jurisdictions within the United States as any selling
Holder or Participating Broker-Dealer, reasonably request in writing; provided,
however, that where Exchange Notes held by Participating Broker-Dealers or
Registrable Notes are offered other than through an underwritten offering, the
Issuers agree to cause their counsel to perform Blue Sky investigations and file
registrations and qualifications required to be filed pursuant to this Section
5(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 Exchange Notes
held by Participating Broker-Dealers or the Registrable Notes 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

<PAGE>
                                      -17-

subject it to general service of process in any such jurisdiction where it is
not then so subject or (C) subject itself to taxation in any such jurisdiction
where it is not then so subject.

          (i) If a Shelf Registration is filed pursuant to Section 3 hereof,
cooperate with the selling Holders of Registrable Notes to facilitate the timely
preparation and delivery of certificates representing Registrable Notes 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 Notes to be in such denominations and registered in such names as
the selling Holders may reasonably request.

          (j) If (1) a Shelf Registration is filed pursuant to Section 3 hereof,
or (2) a Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during
the Applicable Period, upon the occurrence of any event contemplated by
paragraph 5(c)(v) or 5(c)(vi) hereof, as promptly as practicable prepare and
(subject to Section 5(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 Notes being
sold thereunder or to the purchasers of the Exchange Notes to whom such
Prospectus will be delivered by a Participating Broker-Dealer, 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 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 a 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.

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

<PAGE>
                                      -18-

          (l) In connection with any underwritten offering of Registrable Notes
pursuant to a Shelf Registration, enter into an underwriting agreement as is
customary in underwritten offerings of debt securities similar to the Securities
in form and substance reasonably satisfactory to the Issuers 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 Notes and, in such connection, (i) make such
representations and warranties to, and covenants with, the underwriters with
respect to the business of the Issuers and the subsidiaries of the Issuers
(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 debt securities similar
to the Securities, and confirm the same in writing if and when requested in form
and substance reasonably satisfactory to the Issuers; (ii) upon the request of
any underwriter use all reasonable efforts to obtain the written opinions 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
reasonably requested in underwritten offerings and such other matters as may be
reasonably requested by the managing underwriter or underwriters; (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 public
accountants of the Issuers (and, if necessary, any other independent public
accountants of the Issuers, any subsidiary of the Issuers or of any business
acquired by the Issuers 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 debt securities
similar to the 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 Notes covered by such
Registration Statement and the managing underwriter or underwriters or agents,
if any). The above shall be done at each closing under such underwriting
agreement, or as and to the extent required thereunder.

          (m) If (1) a Shelf Registration is filed pursuant to Section 3 hereof,
or (2) a Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during
the Applicable Period, make available for inspection by any selling Holder of
such Registrable Notes being sold, or each such Participating Broker-

<PAGE>
                                      -19-

Dealer, as the case may be, any underwriter participating in any such
disposition of Registrable Notes, if any, and any attorney, accountant or other
agent retained by any such selling Holder or each such Participating
Broker-Dealer, as the case may be, or underwriter (collectively, the
"Inspectors"), at the offices where normally kept, during reasonable business
hours, all financial and other records, pertinent corporate documents and
instruments of the Issuers and subsidiaries of the Issuers (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 Issuers and any of their subsidiaries to supply all information
reasonably requested by any such Inspector in connection with such Registration
Statement and Prospectus. 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 6(b) hereof. Each Inspector shall agree in
writing that it will keep the Records confidential and that it will not disclose
any of the 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 clause (i) of this sentence to
permit the Issuers to obtain a protective order or take other appropriate action
to prevent the disclosure of such information at the Issuers' sole expense (or
waive the provisions of this paragraph (m)) and that such Inspector shall take
such actions as are reasonably necessary to protect the confidentiality of such
information (if practicable) to the extent such action is otherwise not
inconsistent with, an impairment of or in derogation of the rights and interests
of the Holder or any Inspector.

          (n) Provide an indenture trustee for the Registrable Notes or the
Exchange Notes, as the case may be, and cause the Indenture or the trust
indenture provided for in Section 2(a) hereof, as the case may be, to be
qualified under the TIA not later than the effective date of the first
Registration Statement relating to the Registrable Notes; and in connection
therewith, cooperate with the trustee under any such indenture and the Holders
of the Registrable Notes to effect such changes to such indenture as may be
required for such indenture to be so qualified in accordance with the terms of
the TIA; and execute, and use all reasonable efforts to cause such 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 such indenture
to be so qualified in a timely manner.

          (o) Comply with all applicable rules and regulations of the SEC and
make generally available to its securityholders with regard to any applicable
Registration Statement, a consolidated earnings statement 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

<PAGE>
                                      -20-

period if such period is a fiscal year) (i) commencing at the end of any fiscal
quarter in which Registrable Notes 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.

          (p) Upon consummation of the Exchange Offer or a Private Exchange, if
requested by the Trustee in writing, obtain an opinion of counsel to the
Issuers, in a form customary for underwritten transactions, addressed to the
Trustee for the benefit of all Holders of Registrable Notes participating in the
Exchange Offer or the Private Exchange, as the case may be, that the Exchange
Notes or Private Exchange Notes, as the case may be, the related guarantee and
the related indenture constitute legal, valid and binding obligations of the
Issuers, enforceable against them in accordance with their respective terms,
subject to customary exceptions and qualifications.

          (q) If the Exchange Offer or a Private Exchange is to be consummated,
upon delivery of the Registrable Notes or the Existing Notes, as the case may
be, by Holders to the Issuers (or to such other Person as directed by the
Issuers) in exchange for the Exchange Notes or the Private Exchange Notes, as
the case may be, the Issuers shall mark, or cause to be marked, on such
Registrable Notes or Existing Notes, as the case may be, that such Registrable
Notes or Existing Notes, as the case may be, are being canceled in exchange for
the Exchange Notes or the Private Exchange Notes, as the case may be; in no
event shall such Registrable Notes or Existing Notes, as the case may be, be
marked as paid or otherwise satisfied.

          (r) Cooperate with each seller of Registrable Notes covered by any
Registration Statement and each underwriter, if any, participating in the
disposition of such Registrable Notes and their respective counsel in connection
with any filings required to be made with the National Association of Securities
Dealers, Inc. (the "NASD").

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

          The Issuers may require each seller of Registrable Notes as to which
any registration is being effected to furnish to the Issuers such information
regarding such seller and the distribution of such Registrable Notes as the
Issuers may, from time to time, reasonably request. The Issuers may exclude from
such registration the Registrable Notes of any seller so long as 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 Company all information required to be disclosed so
that the information previously furnished to the Company by such seller is not
materially misleading and does not omit

<PAGE>
                                      -21-

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.

          Each Holder of Registrable Notes and each Participating Broker-Dealer
agrees by its acquisition of such Registrable Notes or Exchange Notes to be sold
by such Participating Broker-Dealer, as the case may be, that, upon actual
receipt of any notice from the Issuers of the happening of any event of the kind
described in Section 5(c)(ii), 5(c)(iv), 5(c)(v), or 5(c)(vi) hereof, such
Holder will forthwith discontinue disposition of such Registrable Notes covered
by such Registration Statement or Prospectus or Exchange Notes to be sold by
such Holder or Participating Broker-Dealer, as the case may be, until such
Holder's or Participating Broker-Dealer's receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 5(j) hereof, or until
it is advised in writing (the "Advice") by the Issuers that the use of the
applicable Prospectus may be resumed, and has received copies of any amendments
or supplements thereto. In the event that the Issuers shall give any such
notice, the Applicable Period shall be extended by the number of days during
such periods from and including the date of the giving of such notice to and
including the date when each seller of Registrable Notes covered by such
Registration Statement or Exchange Notes to be sold by such Participating
Broker-Dealer, as the case may be, shall have received (x) the copies of the
supplemented or amended Prospectus contemplated by Section 5(j) hereof or (y)
the Advice.

     6.   Registration Expenses

          (a) All fees and expenses incident to the performance of or compliance
with this Agreement by the Issuers (other than any underwriting discounts or
commissions which shall not be borne 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)
reasonable fees and expenses of compliance with state securities or Blue Sky
laws (including, without limitation, fees and disbursements of one counsel in
connection with Blue Sky qualifications of the Registrable Notes or Exchange
Notes and determination of the eligibility of the Registrable Notes or Exchange
Notes for investment under the laws of such jurisdictions (x) where the holders
of Registrable Notes are located, in the case of the Exchange Notes, or (y) as
provided in Section 5(h) hereof, in the case of Registrable Notes or Exchange
Notes to be sold by a Participating Broker-Dealer during the Applicable
Period)), (ii) printing expenses, including, without limitation, expenses of
printing certificates for Registrable Notes or Exchange Notes 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, by the Holders of a majority in aggregate principal amount
of the Registrable Notes included in any Registration Statement or in respect of
Registrable Notes or

<PAGE>
                                      -22-

Exchange Notes to be sold by any Participating Broker-Dealer during the
Applicable Period, as the case may be, (iii) messenger, telephone and delivery
expenses, (iv) fees and disbursements of counsel for the Issuers, (v) fees and
disbursements of all independent certified public accountants referred to in
Section 5(l)(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) any fees
and expenses incurred in connection with the listing of the securities to be
registered on any securities exchange, and the obtaining of a rating of the
securities, in each case, if applicable, and (xi) the expenses relating to
printing, word processing and distributing all Registration Statements,
underwriting agreements, indentures and any other documents necessary in order
to comply with this Agreement.

          (b) The Issuers shall reimburse the Initial Purchasers for the
reasonable fees and expenses of one counsel in connection with the Exchange
Offer, which shall be Cahill Gordon & Reindel, and shall not be required to pay
any other legal expenses in connection therewith.

     7.   Indemnification

          (a) Each of the Issuers, jointly and severally, agrees to indemnify
and hold harmless each Holder of Registrable Notes and each Participating
Broker-Dealer selling Exchange Notes during the Applicable Period, the
affiliates, officers, directors, representatives, employees and agents of each
such Person, and each Person, if any, who controls any such Person within the
meaning of either Section 15 of the Securities Act or Section 20 of the Exchange
Act (each, a "Participant"), from and against any and all losses, claims,
damages, judgments, liabilities and expenses (including, without limitation, the
reasonable legal fees and other expenses actually incurred in connection with
any suit, action or proceeding or any claim asserted) caused by, arising out of
or based upon any untrue statement or alleged untrue statement of a material
fact contained in any Registration Statement (or any amendment thereto) or
Prospectus (as amended or supplemented if the Issuers shall have furnished any
amendments or supplements thereto) or any preliminary prospectus, or caused by,
arising out of or based upon any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein, in the case of the Prospectus in light of the circumstances under which
they were made, 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 Participant furnished to the Issuers in writing by such
Participant expressly for use therein and with respect to any preliminary
Prospectus, or except to the extent that any

<PAGE>
                                      -23-

such loss, claim, damage or liability arises solely from the fact that any
Participant sold Notes to a person to whom there was not sent or given a copy of
the Prospectus (as amended or supplemented) at or prior to the written
confirmation of such sale if the Issuers shall have previously furnished copies
thereof to the Participant in accordance herewith and the Prospectus (as amended
or supplemented) would have corrected any such untrue statement or omission.

          (b) Each Participant agrees, severally and not jointly, to indemnify
and hold harmless the Issuers, their respective affiliates, officers, directors,
representatives, employees and agents of each Issuer and each Person who
controls each Issuer within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act to the same extent (but on a several, and not
joint, basis) as the foregoing indemnity from the Issuers to each Participant,
but only with reference to information relating to such Participant furnished to
the Issuers in writing by such Participant expressly for use in any Registration
Statement or Prospectus, any amendment or supplement thereto, or any preliminary
prospectus. The liability of any Participant under this paragraph shall in no
event exceed the proceeds received by such Participant from sales of Registrable
Notes or Exchange Notes giving rise to such obligations.

          (c) 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 Persons against whom such indemnity may be sought (the "Indemnifying
Persons") in writing, and the Indemnifying Persons, 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 7 that the Indemnifying Person may
reasonably 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 paragraph (a) or (b) above 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) the Indemnifying Persons
and the Indemnified Person shall have mutually agreed to the contrary in
writing, (ii) the Indemnifying Persons shall have failed within a reasonable
period of time to retain counsel reasonably satisfactory to the Indemnified
Person or (iii) the named parties in any such proceeding (including any
impleaded parties) include both any Indemnifying Person and the 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 the Indemnifying Persons shall not, in connection with such
proceeding or separate but substantially similar related proceeding in the same
jurisdiction

<PAGE>
                                      -24-

arising out of the same general allegations, 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
promptly as they are incurred. Any such separate firm for the Participants and
such control Persons of Participants shall be designated in writing by
Participants who sold a majority in interest of Registrable Notes and Exchange
Notes sold by all such Participants and shall be reasonably acceptable to the
Issuers, and any such separate firm for the Issuers, their affiliates, officers,
directors, representatives, employees and agents and such control Persons of
such Issuer shall be designated in writing by such Issuer and shall be
reasonably acceptable to the Holders.

          The Indemnifying Person shall not be liable for any settlement of any
proceeding effected without its prior written consent (which consent shall not
be unreasonably withheld or delayed), but if settled with such consent or if
there be a final non-appealable judgment for the plaintiff for which the
Indemnified Person is entitled to indemnification pursuant to this Agreement,
each Indemnifying Person agrees to indemnify and hold harmless each 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 (which consent shall not be unreasonably withheld or
delayed), effect any settlement or compromise of any pending or threatened
proceeding in respect of which any Indemnified Person is or could have been a
party, or indemnity could have been sought hereunder by such Indemnified Person,
unless such settlement (A) includes an unconditional written 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.

          (d) If the indemnification provided for in the first and second
paragraphs of this Section 7 is for any reason unavailable to, 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 paragraphs, in lieu of indemnifying such Indemnified Person thereunder and
in order to provide for just and equitable contribution, shall contribute to the
amount paid or payable by such Indemnified Person as a result of such losses,
claims, damages or liabilities in such proportion as is appropriate to reflect
the relative fault of the Indemnifying Person or Persons on the one hand and the
Indemnified Person or Persons on the other in connection with the statements or
omissions or alleged statements or omissions that resulted in such losses,
claims, damages or liabilities (or actions in respect thereof) as well as any
other relevant equitable considerations. 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 omission to state
a material fact relates to information supplied by the Issuers on the one hand
or such Participant or such other Indemnified Person, as the case may be, on the
other, the parties' relative intent, knowledge, access to information and

<PAGE>
                                      -25-

opportunity to correct or prevent such statement or omission, and any other
equitable considerations appropriate in the circumstances.

          (e) The parties agree that it would not be just and equitable if
contribution pursuant to this Section 7 were determined by pro rata allocation
(even if the Participants were treated as one entity for such purpose) 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, judgments, liabilities and expenses referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set
forth above, any reasonable legal or other expenses actually incurred by such
Indemnified Person in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this Section 7, in no event shall a
Participant be required to contribute any amount in excess of the amount by
which proceeds received by such Participant from sales of Registrable Notes or
Exchange Notes, as the case may be, exceeds the amount of any damages that such
Participant has otherwise been required to pay or has paid 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.

          (f) Any losses, claims, damages, liabilities or expenses for which an
indemnified party is entitled to indemnification or contribution under this
Section 7 shall be paid by the Indemnifying Person to the Indemnified Person as
such losses, claims, damages, liabilities or expenses are incurred. The
indemnity and contribution agreements contained in this Section 7 and the
representations and warranties of the Issuers set forth in this Agreement shall
remain operative and in full force and effect, regardless of (i) any
investigation made by or on behalf of any Holder or any person who controls a
Holder, the Issuers, their directors, officers, employees or agents or any
person controlling an Issuer, and (ii) any termination of this Agreement.

          (g) The indemnity and contribution agreements contained in this
Section 7 will be in addition to any liability which the Indemnifying Persons
may otherwise have to the Indemnified Persons referred to above.

     8.   Rules 144 and 144A

          Each of the Issuers covenants and agrees 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 in a timely manner in
accordance with the requirements of the Securities Act and the Exchange Act and,
for so long as any Registrable Notes remain outstanding, and if such Issuer is
not required to file such reports, such Issuer will, upon the request of any
Holder or beneficial owner of Registrable Notes, make available such information

<PAGE>
                                      -26-

of the type specified in Sections 13 and 15(d) of the Exchange Act. Each of the
Issuers further covenants and agrees, for so long as any Registrable Notes
remain outstanding, to make available to any Holder or beneficial owner of
Registrable Notes in connection with any sale thereof and any prospective
purchaser of such Registrable Notes from such Holder or beneficial owner the
information required by Rule 144A(d)(4) and 144(c) under the Securities Act in
order to permit resales of such Registrable Notes pursuant to Rule 144A and Rule
144(k).

     9.   Underwritten Registrations

          If any of the Registrable Notes 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 a majority in aggregate principal amount of such Registrable
Notes included in such offering and shall be reasonably acceptable to the
Issuers.

          No Holder of Registrable Notes may participate in any underwritten
registration hereunder unless such Holder (a) agrees to sell such Holder's
Registrable Notes 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 required under the terms of such
underwriting arrangements.

     10.  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 Notes 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. 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 Notes or Existing Notes. The
Issuers shall not, directly or indirectly, take any action with respect to the
Registrable Notes as a class or the Existing Notes as a class that would
adversely affect the ability of the Holders of Registrable Notes or Existing
Notes to include such Registrable Notes or Existing Notes in a registration
undertaken pursuant to this Agreement.

<PAGE>
                                      -27-

          (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 (I) the Issuers and (II)(A) the Holders of not less than a majority
in aggregate principal amount of the then outstanding Registrable Notes and (B)
in circumstances that would adversely affect the Participating Broker-Dealers
holding not less than a majority in aggregate principal amount of the Exchange
Notes held by all Participating Broker-Dealers; provided, however, that Section
7 and this Section 10(c) may not be amended, modified or supplemented without
the prior written consent of each Holder and each Participating Broker-Dealer
(including any person who was a Holder or Participating Broker-Dealer of
Registrable Notes or Exchange Notes, as the case may be, disposed of pursuant to
any Registration Statement) affected by any 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 Notes 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 Notes may
be given by Holders of at least a majority in aggregate principal amount of the
Registrable Notes being sold 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:

               (i) if to a Holder of the Registrable Notes or any Participating
     Broker-Dealer, at the most current address of such Holder or Participating
     Broker-Dealer, as the case may be, set forth on the records of the
     registrar under the Indenture.

               (ii) if to the Issuers, at the address as follows:

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

<PAGE>
                                      -28-

                    with copies to:

                          Latham & Watkins
                          505 Montgomery Street, Suite 1900
                          San Francisco, California 94111-2562
                          Facsimile No.: (415) 395-8095
                          Attention: John Newell, Esq.,
                                     Tracy 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 transmission is
confirmed, if sent by facsimile.

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

          (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,
the Holders and the Participating Broker-Dealers; provided, however, that
nothing herein shall be deemed to permit any assignment, transfer or other
disposition of Registrable Notes in violation of the terms of the Purchase
Agreement or the Indenture.

          (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 ENTIRELY 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 COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

<PAGE>
                                      -29-

          (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 all reasonable 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 Issuers or Their Affiliates. Whenever the
consent or approval of Holders of a specified percentage of Registrable Notes is
required hereunder, Registrable Notes held by the Issuers or their 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 Notes and
Participating Broker-Dealers 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 Holders 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.

<PAGE>
                                      S-1

WITNESS the due execution hereof by the respective duly authorized officers of
the undersigned 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.
                                       BAKER'S FOOD GROUP, INC.
                                       RAINBOW FOOD GROUP, INC.
                                       RETAIL INVESTMENTS, INC.

                                       Each, a Subsidiary Guarantor

                                       By: /s/ LOUIS F. MOORE
                                           -------------------------------------
                                           Name: Louis F. Moore
                                           Title: Vice President

                                       AG, L.L.C., a Subsidiary Guarantor

                                       By: Fleming Companies, Inc., sole member

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

                                       FOOD 4 LESS BEVERAGE COMPANY, INC., a
                                       Subsidiary Guarantor

                                       By: /s/ CHARLES L. HALL
                                           -------------------------------------
                                           Name: Charles L. Hall
                                           Title: President

<PAGE>
                                      S-2

                                      ABCO MARKETS INC.
                                      ABCO REALTY CORP.
                                      AMERICAN LOGISTICS GROUP, INC.
                                      ARIZONA PRICE IMPACT, L.L.C.
                                      CARDINAL WHOLESALE, INC.
                                      DUNIGAN FUELS, INC.
                                      FAVAR CONCEPTS, LTD.
                                      FLEMING FOOD MANAGEMENT CO. L.L.C.
                                      FLEMING FOODS OF TEXAS L.P.
                                      FLEMING INTERNATIONAL LTD.
                                      FLEMING SUPERMARKETS OF FLORIDA, INC.
                                      FLEMING TRANSPORTATION SERVICE, INC.
                                      FLEMING WHOLESALE, INC.
                                      FUELSERV, INC.
                                      GATEWAY INSURANCE AGENCY, INC.
                                      LAS, INC.
                                      MINTER-WEISMAN CO.
                                      PIGGLY WIGGLY COMPANY
                                      PROGRESSIVE REALTY, INC.
                                      RETAIL SUPERMARKETS, INC.
                                      RFS MARKETING SERVICES, INC.
                                      RICHMAR FOODS, INC.
                                      SCRIVNER TRANSPORTATION, INC.

                                      Each, a Subsidiary Guarantor

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

<PAGE>
                                      S-3

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


DEUTSCHE BANC ALEX. BROWN INC.

By: /s/ WILLIAM C. FRAUEN
   --------------------------
   Name: William C. Frauen
   Title: Managing Director

By: /s/ CARL A. MAYER II
   --------------------------
   Name: Carl A. Mayer II
   Title: Managing Director

J.P. MORGAN SECURITIES INC.

By: /s/ LAUREN CAMP
   --------------------------
   Name: Lauren Camp
   Title: Managing Director