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                                                                 EXHIBIT 4.2

                              AMENDED AND RESTATED
                          REGISTRATION RIGHTS AGREEMENT

                                 BY AND BETWEEN

                             FLEMING COMPANIES, INC.

                                  AS ISSUER AND

                            U.S. TRANSPORTATION, LLC

                                   AS INVESTOR

                            DATED AS OF JULY 13, 2001

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                              AMENDED AND RESTATED
                          REGISTRATION RIGHTS AGREEMENT


     This Amended and Restated Registration Rights Agreement (the "Agreement")
is made and entered into as of July 13, 2001 by and between Fleming Companies,
Inc., an Oklahoma corporation (the "Company"), and U.S. Transportation, LLC, a
Delaware limited liability company ("Investor").

                                    RECITALS

     A. The Company and Investor entered into a Stock and Warrant Purchase
Agreement (the "Stock Purchase Agreement") dated as of February 6, 2001 pursuant
to which the Investor purchased from the Company, and the Company issued and
sold to the Investor, (a) a number of shares of common stock of the Company,
$2.50 par value per share (the "Common Stock"), and (b) a Common Stock Purchase
Warrant (the "Warrant"), for an aggregate purchase price of U.S.$50,000,000. As
a condition under the Stock Purchase Agreement, the Company and the Investor
entered into a Registration Rights Agreement dated as of March 22, 2001 (the
"First Registration Rights Agreement") in order to provide the Investor with
certain rights to register shares of the Company's Common Stock.

     B. The Company and the Investor each desire to amend and restate the terms
of the First Registration Rights Agreement.

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

                                    AGREEMENT

 1.  Definitions

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

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

     Board:  The Board of Directors of the Company.

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

     Demand Notice:  See Section 5(a) hereof.

     Demand Registration:  A registration pursuant to Section 5 hereof.

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

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     First Shelf Effective Date:  See Section 3(a) hereof.

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

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

     NASD:  National Association of Securities Dealers, Inc.

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

     Piggyback Notice:  See Section 4(a) hereof.

     Piggyback Registration:  A registration pursuant to Section 4
hereof.

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

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

     Registration: A Shelf Registration, Piggyback Registration or Demand
Registration.

     Registration Expenses: See Section 8 hereof.


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

     SEC: The Securities and Exchange Commission.

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

     Shelf Registration: A registration pursuant to Section 3 hereof.

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

     Warrant: See the Recitals.

 2.  Securities Subject to this Agreement

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

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

 3.  Shelf Registrations

     (a) Outstanding Securities. With respect to those Registrable Securities
which are issued and outstanding as of the date of this Agreement, the Company
shall prepare and file with the SEC a Registration Statement on any form for
which the Company then qualifies or which counsel for the Company shall deem
appropriate and which form shall be available for the resale of the Registrable
Securities by the Holders for an offering to be made on a continuous or delayed
basis pursuant to Rule 415 under the Securities Act as soon as practicable but
in any event not later than five (5) days after the date hereof and shall use
its best efforts to cause the Registration Statement to be declared effective
within thirty (30) days after the date hereof (subject to Section 10(c), the
date that the Registration Statement is declared effective to be referred to as
the "First Shelf Effective Date"). The Company shall use its best efforts to
keep such Registration Statement continuously effective until the earliest of
(i) such time as all of the Registrable Securities have been sold pursuant to
the Registration Statement or Rule 144, or (ii) two (2) years from the First
Shelf Effective Date.

     (b) Warrant Securities. With respect to those Registrable Securities which
are issuable to the Investor upon exercise of the Warrant, the Company shall,
upon first exercise of the Warrant, prepare and file with the SEC a Registration
Statement on any form for which the

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Company then qualifies or which counsel for the Company shall deem appropriate
and which form shall be available for the resale of such Registrable Securities
by the Holders for an offering to be made on a continuous or delayed basis
pursuant to Rule 415 under the Securities Act as soon as practicable but in any
event not later than thirty (30) days after the date of first exercise of the
Warrant and shall use its best efforts to cause the Registration Statement to be
declared effective within ninety (90) days after the date of first exercise of
the Warrant. The Company shall use its best efforts to keep such Registration
Statement continuously effective until the earliest of (a) such time as all of
such Registrable Securities have been sold pursuant to the Registration
Statement or Rule 144, or (b) two (2) years from the First Shelf Effective Date.

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

 4.  Piggyback Registrations

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

     (b) Underwriter's Cutback. Notwithstanding the foregoing, if a Registration
pursuant to this Section 4 involves an Underwritten Offering and the managing
underwriter or underwriters of such proposed Underwritten Offering delivers an
opinion to the Holders that the


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total or kind of securities which such Holders and any other persons or entities
intend to include in such offering would be reasonably likely to significantly
adversely affect the price, timing or distribution of the securities offered in
such offering, then the Company shall include in such Registration (i) first, if
the Company has initiated such Registration for the purpose of selling
securities for its own account, 100% of the securities the Company proposes to
sell, and (ii) second, to the extent of the amount of securities which all
Holders and any other Person initiating such Registration (and the Company if it
has not initiated such Registration for the purpose of selling securities for
its own account) have requested to be included in such Registration, which, in
the opinion of the managing underwriter or underwriters, can be sold without
such adverse effect referred to above, such amount to be allocated pro rata
among all Holders and any other Person initiating such Registration (and the
Company, as the case may be), based upon the relative aggregate amount of gross
proceeds to be received by any Holders in the offering.

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

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

     (e) No Effect on Demand or Shelf Registration. No registration effected
under this Section 4 shall be deemed to have been effected pursuant to Section 3
or 5 hereof or shall relieve the Company of its obligation to effect
registration under Sections 3 or 5 hereof.

 5.  Demand Registration

     (a) Right to Demand; Demand Notices. At any time after the expiration of
the Registration Statement or Registration Statements filed pursuant to Section
3(a) and (b) hereof, the Investor may make a written request to the Company for
registration under and in accordance with the provisions of the Securities Act
of all or part of any then outstanding Registrable Securities, unless all
outstanding Registrable Securities may be sold in a single transaction pursuant
to Rule 144 of the Securities Act. The Company shall be obligated to effect only
one Demand Registration requested by the Investor pursuant to this Section 5(a),
and shall not be obligated to effect a Demand Registration if the amount of
Registrable Securities proposed to be registered does not have a fair market
value of at least $5 million. Promptly upon receipt of any such request (but in
no event more than five business days thereafter), the Company will serve
written notice (the "Demand Notice") of such registration request to all
Holders, and the Company will include in such registration all Registrable
Securities of a Holder with respect to which the Company has received written
requests for inclusion therein within 10 days after the Demand Notice has been
given to such Holder, provided that such Holder is unable to sell all
Registrable Securities held by it in a single transaction pursuant to Rule 144
of the Securities Act. All requests made pursuant to this Section 5 will specify
the aggregate amount of


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Registrable Securities to be registered and will also specify the intended
methods of disposition thereof.

     (b) Company's Right to Defer Registration. If the Company is requested to
effect a Demand Registration and the Company furnishes to the Investor
requesting such registration a copy of a resolution of the Board certified by
the secretary of the Company stating that (A)(i) the Company has commenced a
financing plan involving an Underwritten Offering, and (ii) the Company's
underwriter has notified the Company that it has reasonably determined that a
registration at the time and on the terms requested would materially and
adversely affect such Underwritten Offering, or (B) such registration would
result in premature disclosure of material pending corporate developments, which
premature disclosure would reasonably be expected to have a material adverse
effect on such developments, the Company shall have the right to defer such
filing for a period of not more than ninety (90) days after receipt of the
request for such registration from such Investor. If the Company shall so
postpone the filing of a registration statement and if the Investor within
thirty (30) days after receipt of the notice of postponement advises the Company
in writing that such Investor has determined to withdraw such request for
registration, then such Demand Registration shall be deemed to be withdrawn and
the Company shall pay all Registration Expenses in connection with such
withdrawn registration pursuant to Section 5(d) hereof.

     (c) Registration Statement Form. Registrations under this Section 5 shall
be on such appropriate registration form of the SEC (i) as shall be selected by
the Company and as shall be reasonably acceptable to the Investor and (ii) as
shall permit the disposition of such Registrable Securities in accordance with
the intended method or methods of disposition specified in the Investor' request
for such registration. If, in connection with any registration under this
Section 5 which is proposed by the Company to be on Form S-3 or any successor
form to such Form, the managing underwriter, if any, shall advise the Company in
writing that in its reasonable business judgment the use of another permitted
form is of material importance to the success of the offering, then such
registration shall be on such other permitted form.

     (d) Expenses. The Company will pay all Registration Expenses in connection
with the Demand Registration of Registrable Securities requested by the Investor
pursuant to this Section 5.

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


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Investor unless the Investor has elected to pay and has paid to the Company in
full the Registration Expenses in connection with such Registration Statement or
the Investor has made such withdrawal request pursuant to the provisions of
Section 5(b). Notwithstanding the foregoing, the Company shall not be permitted
to defer requested registration in reliance on this Section 5(e) more than once
in any twelve (12) month period.

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

     The Company and other holders of securities of the Company may include such
securities in such Registration if, but only if, such underwriter or agent (or
the Investor, as the case may be) concludes that such inclusion will not
interfere with the successful marketing of all the Registrable Securities
requested to be included in such registration.

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

 6.  Hold-Back Agreements

     (a) Restrictions on Public Sale by Holder of Registrable Securities. Each
Holder whose Registrable Securities are covered by a Registration Statement
filed pursuant to Sections 3, 4 or 5 hereof agrees, if requested by the managing
underwriters in an Underwritten Offering, not to effect any public sale or
distribution of securities of the Company the same as or similar to those being
registered, or any securities convertible into or exchangeable or exercisable
for such securities, in such Registration Statement, including a sale pursuant
to Rule 144 under the Securities Act (except as part of such Underwritten
Registration), during the 7-day period prior to, and during the 90-day period
(or such longer period of up to 180 days as may be required by such underwriter
of all Persons whose securities are covered by such Registration Statement)
beginning on, the effective date of any Registration Statement in which such
Holders are participating (except as part of such Registration) or the
commencement of the public


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distribution of securities, to the extent timely notified in writing by the
Company or the managing underwriters.

     (b) Restrictions on Public Sale by the Company and Others. The Company
agrees not to effect any public sale or distribution of any securities the same
as or similar to those being registered by the Company, or any securities
convertible into or exchangeable or exercisable for such securities, during the
7-day period prior to, and during the 90-day period (or such longer period of up
to 180 days as may be required by such underwriter) beginning with, the
effective date of a Registration Statement filed under Sections 3, 4 or 5 hereof
or the commencement of the public distribution of securities to the extent
timely notified in writing by a Holder or the managing underwriters (except as
part of such registration, if permitted, or pursuant to registrations on Forms
S-4 or S-8 or any successor form to such Forms or any registration of securities
for offering and sale to management of the Company pursuant to any employee
stock plan or other employee benefit plan arrangement).

 7.  Registration Procedures

     In connection with the Company's Registration obligations pursuant to
Sections 3, 4 and 5 hereof, the Company will use its best efforts to effect such
Registration to permit the sale of such Registrable Securities in accordance
with the intended method or methods of distribution thereof, and pursuant
thereto the Company will as expeditiously as possible:

     (a) (i) with respect to those Registrable Securities which are outstanding
as of the date of this Agreement, prepare and file with the SEC a Registration
Statement relating to the Shelf Registration including all exhibits and
financial statements required by the SEC to be filed therewith, and use its best
efforts to keep such Registration Statement continuously effective until the
earliest of (A) such time as all of the Registrable Securities have been sold
pursuant to the Registration Statement or Rule 144, or (B) two (2) years from
the First Shelf Effective Date, (ii) with respect to those Registrable
Securities issuable to the Investor upon exercise of the Warrant, prepare and
file with the SEC a Registration Statement relating to the Shelf Registration
including all exhibits and financial statements required by the SEC to be filed
therewith, and use its best efforts to keep such Registration Statement
continuously effective until the earliest of (A) such time as all of the
Registrable Securities have been sold pursuant to the Registration Statement or
Rule 144, or (B) two (2) years from the First Shelf Effective Date, (iii)
prepare and file with the SEC a Registration Statement relating to the Piggyback
Registration including all exhibits and financial statements required by the SEC
to be filed therewith, and use its best efforts to cause such Registration
Statement to become and remain effective for a period of not less than one
hundred fifty (150) days; provided, that the Company will furnish copies of any
amendments or supplements in the form filed with respect to any Piggyback
Registration, simultaneously with the filing of such amendments or supplements;
and (iv) prepare and file with the SEC a Registration Statement relating to the
Demand Registration including all exhibits and financial statements required by
the SEC to be filed therewith, and use its best efforts to cause such
Registration Statement to become and remain effective for a period of not less
than ninety (90) days;


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     (b) prepare and file with the SEC such amendments and post-effective
amendments to any Registration Statement relating to the Shelf Registration as
may be necessary to keep the Registration Statement effective for the period
described in Section 7(a)(i) or 7(a)(ii); prepare and file with the SEC such
amendments and post-effective amendments to the Registration Statement relating
to the Piggyback Registration as may be necessary to keep the Registration
Statement effective for a period of not less than 150 days (or such shorter
period which will terminate when all Registrable Securities covered by such
Registration Statement have been sold or withdrawn), or, if such Registration
Statement relates to an Underwritten Offering, such longer period as in the
opinion of counsel for the underwriters a Prospectus is required by law to be
delivered in connection with sales of Registrable Securities by an underwriter
or dealer; prepare and file with the SEC such amendments and post-effective
amendments to the Registration Statement relating to the Demand Registration as
may be necessary to keep the Registration Statement effective for a period of
not less than ninety (90) days (or such shorter period which will terminate when
all Registrable Securities covered by such Registration Statement have been sold
or withdrawn), or, if such Registration Statement relates to an Underwritten
Offering, such longer period as in the opinion of counsel for the underwriters a
Prospectus is required by law to be delivered in connection with sales of
Registrable Securities by an underwriter or dealer; cause the Prospectus to be
supplemented by any required Prospectus supplement, and as so supplemented to be
filed pursuant to Rule 424 under the Securities Act; and comply with the
provisions of the Securities Act, the Exchange Act, and the rules and
regulations promulgated thereunder with respect to the disposition of all
securities covered by such Registration Statement during the applicable period
in accordance with the intended method or methods of distribution by the sellers
thereof set forth in such Registration Statement or supplement to the
Prospectus;

     (c) notify the selling Holders and the managing underwriters, if any, and
(if requested) confirm such advice in writing, as soon as practicable after
notice thereof is received by the Company (i) when the Registration Statement or
any amendment thereto has been filed or becomes effective, the Prospectus or any
amendment or supplement to the Prospectus has been filed, and, to furnish such
selling Holders and managing underwriters with copies thereof, (ii) of any
request by the SEC for amendments or supplements to the Registration Statement
or the Prospectus or for additional information, (iii) of the issuance by the
SEC of any stop order suspending the effectiveness of the Registration Statement
or any order preventing or suspending the use of any preliminary Prospectus or
Prospectus or the initiation or threatening of any proceedings for such
purposes, (iv) if at any time the representations and warranties of the Company
contemplated by paragraph (m) below cease to be true and correct and (v) of the
receipt by the Company of any notification with respect to the suspension of the
qualification of the Registrable Securities for offering or sale in any
jurisdiction or the initiation or threatening of any proceeding for such
purpose;

     (d) (i) promptly notify the selling Holders and the managing underwriters,
if any, at any time prior to nine months after the time of issue of the
Prospectus, when the Company becomes aware of the happening of any event as a
result of which the Prospectus included in such Registration Statement (as then
in effect) contains any untrue statement of a material fact or omits to state a
material fact necessary to make the statements therein (in the case


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of the Prospectus and any preliminary Prospectus, in light of the circumstances
under which they were made) when such Prospectus was delivered not misleading
or, if for any other reason it shall be necessary during such time period to
amend or supplement the Prospectus in order to comply with the Securities Act
and, (ii) in either case as promptly as practicable thereafter, prepare and file
with the SEC, and furnish without charge to the selling Holders and the managing
underwriters, if any, a supplement or amendment to such Prospectus which will
correct such statement or omission or effect such compliance;

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

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

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

     (h) deliver to each selling Holder and the underwriters, if any, without
charge, as many copies of the Prospectus (including each preliminary Prospectus)
and any amendment or supplement thereto as such Persons may reasonably request
(it being understood that the Company consents to the use of the Prospectus or
any amendment or supplement thereto by each of the selling Holders and the
underwriters, if any, in connection with the offering and sale of the
Registrable Securities covered by the Prospectus or any amendment or supplement
thereto) and such other documents as such selling Holder may reasonably request
in order to facilitate the disposition of the Registrable Securities by such
Holder;

     (i) on or prior to the date on which the Registration Statement is declared
effective, use its best efforts to register or qualify, and cooperate with the
selling Holders, the managing underwriter or agent, if any, and their respective
counsel in connection with the registration or qualification of such Registrable
Securities for offer and sale under the securities or blue sky laws of each
state and other jurisdiction of the United States as any such seller,
underwriter or agent reasonably requests in writing and do any and all other
acts or things


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reasonably necessary or advisable to keep such registration or qualification in
effect for so long as such Registration Statement remains in effect and so as to
permit the continuance of sales and dealings therein for as long as may be
necessary to complete the distribution of the Registrable Securities covered by
the Registration Statement; provided that the Company will not be required to
qualify generally to do business in any jurisdiction where it in not then so
qualified or to take any action which would subject it to general service of
process in any such jurisdiction where it is not then so subject;

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

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

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

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

     (n) enter into such customary agreements (including an underwriting
agreement) and take all such other actions as the majority of the Holders of any
Registrable Securities being sold or the managing underwriter or agent, if any,
reasonably request in order to expedite or facilitate the Registration and
disposition of such Registrable Securities; provided that none of such
agreements shall increase the potential liability of the Holders of any
Registrable Securities being registered beyond that otherwise provided in
Section 9 of this Agreement;

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

     (p) obtain for delivery to the Company and the underwriter or agent, with
copies to the Holders, a cold comfort letter from the Company's independent
public accountants in customary form and covering such matters of the type
customarily covered by cold comfort


                                       11

<PAGE>   13

letters as the managing underwriter or the Holders of a majority of the
Registrable Securities being sold reasonably request, dated the effective date
of the Registration Statement and brought down to the Closing Date;

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

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

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

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

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

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

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


                                       12

<PAGE>   14

     Each Holder agrees by acquisition of such Registrable Securities that, upon
receipt of any notice from the Company of the happening of any event of the kind
described in Section 7(d)(i) hereof, such Holder will forthwith discontinue
disposition of Registrable Securities pursuant to such Registration Statement
until such Holder's receipt of the copies of the supplemented or amended
Prospectus contemplated by Section 7(d)(ii) hereof, or until it is advised in
writing by the Company that the use of the Prospectus may be resumed, and has
received copies of any additional or supplemental filings which are incorporated
by reference in the Prospectus, and, if so directed by the Company, such Holder
will deliver to the Company (at the Company's expense) all copies, other than
permanent file copies then in such Holder's possession, of the Prospectus
covering such Registrable Securities current at the time of receipt of such
notice. In the event that the Company shall give such notice, the Company shall
extend the period during which such registration statement shall be maintained
effective by the number of days during the period from and including the date of
the giving of notice pursuant to Section 7(d)(i) hereof to the date when the
Company shall make available to the Holders a Prospectus supplemented or amended
to conform with the requirements of Section 7(d)(ii) hereof.

 8.  Registration Expenses

     All expenses incident to the Company's performance of or compliance with
this Agreement, including without limitation (i) all registration and filing
fees, and any other fees and expenses associated with filings required to be
made with any stock exchange, the SEC and the NASD (including, if applicable,
the fees and expenses of any "qualified independent underwriter" and its counsel
as may be required by the rules and regulations of the NASD), (ii) all fees and
expenses of compliance with state securities or blue sky laws (including fees
and disbursements of counsel for the underwriters or selling Holders in
connection with blue sky qualifications of the Registrable Securities and
determination of their eligibility for investment under the laws of such
jurisdictions as the managing underwriters or the majority of the Holders of the
Registrable Securities being sold may designate), (iii) all printing and related
messenger and delivery expenses (including expenses of printing certificates for
the Registrable Securities in a form eligible for deposit with The Depository
Trust Company and of printing prospectuses), (iv) all fees and disbursements of
counsel for the Company and of all independent certified public accountants of
the Company (including the expenses of any special audit and "cold comfort"
letters required by or incident to such performance), (v) Securities Act
liability insurance if the Company so desires or the underwriters so require,
(vi) all fees and expenses incurred in connection with the listing of the
Registrable Securities on any securities exchange and all rating agency fees,
(vii) all reasonable fees and disbursements of one counsel selected by the
Holders of the Registrable Securities being registered to represent such Holders
in connection with such registration, up to a maximum of $50,000, (viii) all
fees and disbursements of underwriters customarily paid by the issuers or
sellers of securities, excluding underwriting discounts and commissions and
transfer taxes, if any, and fees and disbursements of counsel to underwriters
(other than such fees and disbursements incurred in connection with any
registration or qualification of Registrable Securities under the securities or
blue sky laws of any state), and (ix) fees and expenses of other Persons
retained by the Company (all such expenses being herein called "Registration
Expenses"), will be borne by the Company, regardless of whether the Registration
Statement becomes effective (except as provided in Sections 5(d) and (e)
hereof).

                                       13

<PAGE>   15

The Company will, in any event, pay its internal expenses (including, without
limitation, all salaries and expenses of its officers and employees performing
legal or accounting duties), the expense of any audit and the fees and expenses
of any Person, including special experts, retained by the Company.

 9.  Indemnification

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

                                       14


<PAGE>   16

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

     (c) Conduct of Indemnification Proceedings. Any Person entitled to
indemnification hereunder will (i) give prompt (but in any event within 30 days
after such Person has actual knowledge of the facts constituting the basis for
indemnification) written notice to the indemnifying party of any claim with
respect to which it seeks indemnification and (ii) permit such indemnifying
party to assume the defense of such claim with counsel reasonably satisfactory
to the indemnified party; provided, however, that any delay or failure to so
notify the indemnifying party shall relieve the indemnifying party of its
obligations hereunder only to the extent, if at all, that it is prejudiced by
reason of such delay or failure; provided, further however, that any Person
entitled to indemnification hereunder shall have the right to select and employ
separate counsel and to participate in the defense of such claim, but the fees
and expenses of such counsel shall be at the expense of such Person unless (a)
the indemnifying party has agreed in writing to pay such fees or expenses, or
(b) the indemnifying party shall have failed to assume the defense of such claim
within a reasonable time after receipt of notice of such claim from the Person
entitled to indemnification hereunder and employ counsel reasonably satisfactory
to such Person or (c) in the reasonable judgment of any such Person, based upon
advice of its counsel, a conflict of interest may exist between such Person and
the indemnifying party with respect to such claims (in which case, if the Person
notifies the indemnifying party in writing that such Person elects to employ
separate counsel at the expense of the indemnifying party, the indemnifying
party shall not have the right to assume the defense of such claim on behalf of
such Person). If such defense is not assumed by the indemnifying party, the
indemnifying party will not be subject to any liability for any settlement made
without its consent (but such consent will not be unreasonably withheld),
provided that an indemnified party shall not be required to consent to any
settlement involving the imposition of equitable remedies or involving the
imposition of any material obligations on such indemnified party other than
financial obligations


                                       15

<PAGE>   17

for which such indemnified party will be indemnified hereunder. No indemnifying
party will be required to consent to entry of any judgment or enter into any
settlement which does not include as an unconditional term thereof the giving by
the claimant or plaintiff to such indemnified party of a release from all
liability in respect to such claim or litigation. Whenever the indemnified party
or the indemnifying party receives a firm offer to settle a claim for which
indemnification is sought hereunder, it shall promptly notify the other of such
offer. If the indemnifying party refuses to accept such offer within 20 business
days after receipt of such offer (or of notice thereof), such claim shall
continue to be contested and, if such claim is within the scope of the
indemnifying party's indemnity contained herein, the indemnified party shall be
indemnified pursuant to the terms hereof. If the indemnifying party notifies the
indemnified Party in writing that the indemnifying party desires to accept such
offer, but the indemnified party refuses to accept such offer within 20 business
days after receipt of such notice, the indemnified party may continue to contest
such claim and, in such event, the total maximum liability of the indemnifying
party to indemnify or otherwise reimburse the indemnified party hereunder with
respect to such claim shall be limited to and shall not exceed the amount of
such offer, plus reasonable out-of-pocket costs and expenses (including
reasonable attorneys' fees and disbursements) to the date of notice that the
indemnifying party desires to accept such offer, provided that this sentence
shall not apply to any settlement of any claim involving the imposition of
equitable remedies or to any settlement imposing any material obligations on
such indemnified party other than financial obligations for which such
indemnified party will be indemnified hereunder. An indemnifying party who is
not entitled to, or elects not to, assume the defense of a claim will not be
obligated to pay the fees and expenses of more than one counsel for all parties
indemnified by such indemnifying party with respect to such claim in any one
jurisdiction, unless in the written opinion of counsel to the indemnified party,
reasonably satisfactory to the indemnifying party, use of one counsel would be
expected to give rise to a conflict of interest between such indemnified party
and any other of such indemnified parties with respect to such claim, in which
event the indemnifying party shall be obligated to pay the fees and expenses of
one such additional counsel.

     (d) Other Indemnification. Indemnification similar to that specified in
this Section 9 (with appropriate modifications) shall be given by the Company
and each seller of Registrable Securities with respect to any required
registration or other qualification of securities under federal or state law or
regulation of governmental authority other than the Securities Act.

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

                                       16

<PAGE>   18

misrepresentation. Each selling Holder's obligation to contribute pursuant to
this Section 9(e) is several and not joint. The provisions of this Section 9
shall survive, notwithstanding any transfer of the Registrable Securities by any
Holder or any termination of this Agreement.

 10. Suspension of Use of Registration Statement for Shelf Registration

     (a) If the Company determines in its good faith judgment that the filing of
the Registration Statement under Section 3 hereof or the use of any related
Prospectus would require the disclosure of non-public material information that
the Company has a purpose for preserving as confidential or the disclosure of
which would impede the Company's ability to consummate a material transaction,
upon written notice of such determination by the Company, the rights of the
Holders to offer, sell or distribute any Registrable Securities pursuant to the
Registration Statement or to require the Company to take action with respect to
the registration or sale of any Registrable Securities pursuant to the
Registration Statement (including the filing and declaration of effectiveness of
the Registration Statement pursuant to Section 3) shall be suspended until the
date upon which the Company notifies the Holders in writing that suspension of
such rights is no longer necessary, but in no event shall such suspension last
longer than ninety (90) days and in no event shall there be more than one
suspension in any twelve month period. The Company agrees to give such notice as
promptly as practicable following the date that such suspension of rights is no
longer necessary, but in no event later than ninety (90) days following the date
of the Company's suspension notice to the Holders. The selling Holder shall give
the Company a written notice of its intent to sell no later than five business
days prior to such sale.

     (b) If all reports required to be filed by the Company pursuant to the
Exchange Act have not been filed by the required date without regard to any
extension, or if the consummation of any business combination by the Company has
occurred or is probable for purposes of Rule 3-05 or Article 11 of Regulation
S-X under the Act, upon written notice thereof by the Company to the Holders,
the rights of the Holders to offer, sell or distribute any Registrable
Securities pursuant to the Registration Statement or to require the Company to
take action with respect to the registration or sale of any Registrable
Securities pursuant to the Registration Statement shall be suspended until the
date on which the Company has filed such reports or obtained and filed the
financial information required by Rule 3-05 or Article 11 of Regulation S-X to
be included or incorporated by reference, as applicable, in the Registration
Statement, and the Company shall notify the Holders as promptly as practicable
when such suspension is no longer required.

     (c) Notwithstanding anything to the contrary contained herein, in the event
of any suspension of offers, sales or distributions of Registrable Securities
pursuant to this Section 10 under any Registration Statement, the Company shall
extend the period during which such Registration Statement is required to be
maintained effective hereunder by the number of days in such suspension period.

 11. Rules 144.

     The Company covenants that it will file the reports required to be filed by
it under the Securities Act and the Exchange Act and the rules and regulations
adopted by the SEC


                                       17

<PAGE>   19

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

 12. Participation in Underwritten Registrations.

     No Person may participate in any underwritten registration hereunder unless
such Person (a) agrees to sell such Person's securities on the basis provided in
any underwriting arrangements approved by the persons entitled hereunder to
approve such arrangements, and (b) completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents
reasonably required under the terms of such underwriting arrangements and this
Agreement; provided that (i) no selling Holder shall be required to make any
representations or warranties except those which relate solely to such selling
Holder and its intended method of distribution, and (ii) the liability of each
selling Holder to any underwriter under such underwriting agreement will be
limited to liability arising from misstatements or omissions regarding such
selling Holder and its intended method of distribution and any such liability
shall not exceed an amount equal to the amount of net proceeds such selling
Holder derives from such registration; provided, however, that in an offering by
the Company in which any Holder requests to be included in a Piggyback
Registration, the Company shall use its reasonable best efforts to arrange the
terms of the offering such that the provisions set forth in clauses (i) and (ii)
of this Section 12 are true; provided further, that if the Company fails in its
reasonable best efforts to so arrange the terms, the Holder may withdraw all or
any part of its Registrable Securities from the Piggyback Registration and the
Company shall reimburse such Holder for all reasonable out-of-pocket expenses
(including counsel fees and expenses) incurred prior to such withdrawal.

 13. Miscellaneous

     (a) Remedies. Remedies for breach by the Company of its obligations to
register the Registrable Securities shall be as set forth herein. Each Holder,
in addition to being entitled to exercise all rights provided herein or granted
by law, including recovery of damages, will be entitled to specific performance
of its rights under this Agreement. The Company agrees that monetary damages
would not be adequate compensation for any loss incurred by reason of a breach
by it of the provisions of this Agreement and hereby agrees to waive the defense
in any action for specific performance that a remedy at law would be adequate.
Remedies for breach by any Holder of its obligations under this Agreement shall
be as set forth in Section 9.

     (b) Amendments and Waivers. The provisions of this Agreement, including the
provisions of this sentence, may not be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof may not be given
unless the Company has obtained the written consent of the Holders of a majority
of the outstanding Registrable


                                       18

<PAGE>   20

Securities; provided, however, that the Company and the Investor together may
amend, modify or supplement the provisions of this Agreement and may waive or
consent to departures from the provisions hereof, without the consent of the
Holders of a majority of the outstanding Registrable Securities so long as such
amendment, modification, supplement, waiver or consent does not adversely affect
the rights of Holders of Registrable Securities hereunder or so long as such
amendment, modification, supplement, waiver or consent affects the rights of the
Investor and other Holders of Registrable Securities hereunder equally.

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

         (x) if to a Holder, at the most current address given by such Holder to
the Company in accordance with the provisions of this Section 13(c), which
address initially is, with respect to the Investor, U.S. Transportation, LLC,
c/o The Yucaipa Companies, 9130 West Sunset Blvd., Los Angeles, CA 90069,
Attention: Erika Paulson; and

         (y) if to the Company, initially at the address set forth below and
thereafter at such other address, notice of which is given in accordance with
the provisions of this Section 13(c): Fleming Companies, Inc., 1945 Lakepointe
Drive, Lewisville, TX 75057, Attention: General Counsel.

     (d) Successors and Assigns. This Agreement including, without limitation,
all registration rights in connection with the ownership of all or a portion of
the Registrable Securities pursuant to Sections 3, 4 or 5 hereof, shall inure to
the benefit of and be binding upon the successors and assigns of each of the
parties, including, without limitation, and without the need for an express
assignment subsequent Holders of Registrable Securities.

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

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

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


                                       19


<PAGE>   21

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

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

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


                                       20
<PAGE>   22

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


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


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


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


                                By: The Yucaipa Companies, LLC
                                    Its Managing Member

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


                                       21