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                                                                 EXHIBIT 10.91


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                         REGISTRATION RIGHTS AGREEMENT


                          DATED AS OF FEBRUARY 6, 1997

                                  BY AND AMONG

                             SFW ACQUISITION CORP.,


                               SFW HOLDING CORP.

                                      AND

                      WASSERSTEIN PERELLA SECURITIES, INC.


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                 This Registration Rights Agreement (this "Agreement") is made
and entered into as of February 6, 1997 by and among SFW Acquisition Corp., a
Delaware corporation ("Acquisition"),  SFW Holding Corp., a Delaware
corporation and the owner of 100% of the capital stock of Acquisition
("Holding"), and Wasserstein Perella Securities, Inc. (the "Initial Purchaser")
who has agreed to purchase Increasing Rate Senior Notes due 2000 of the Company
(as defined) (the "Notes") in an aggregate principal amount of $140,000,000
pursuant to the Purchase Agreement (as defined below).

                 This Agreement is made pursuant to the Purchase Agreement,
dated as of January 30, 1997 (the "Purchase Agreement"), by and among
Acquisition, Holding, Dart Group Corporation, a Delaware corporation and the
owner, directly or indirectly, of 100% of the capital stock of Holding
("Dart"), and the Initial Purchaser.  In order to induce the Initial Purchaser
to purchase the Notes, Acquisition has agreed to provide, and cause the Company
to provide, the registration rights set forth in this Agreement. The execution
and delivery of this Agreement is a condition to the obligations of the Initial
Purchaser set forth in the Purchase Agreement.

                 The parties hereby agree as follows:

SECTION 1.       DEFINITIONS

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

                 ACT:  The Securities Act of 1933, as amended.

                 ADDITIONAL INTEREST:  As defined in Section 5 hereof.

                 ADVICE:  As defined in Section 6(d) hereof.

                 BROKER-DEALER:  Any broker or dealer registered under the
Exchange Act.

                 BROKER-DEALER TRANSFER RESTRICTED SECURITIES: Exchange Notes
that are acquired by a Broker-Dealer in the Exchange Offer in exchange for
Notes that such Broker-Dealer acquired for its own account as a result of
market making activities or other trading activities (other than Notes acquired
directly from the Company or any of its affiliates).

                 BUSINESS DAY:  Any day except a Saturday, Sunday or other day
in the States of New York or Maryland or the state in which the principal
corporate trust office of the Trustee, on which banks are authorized to not
open for business.

                 CLOSING DATE: The date of this Agreement.

                 COMMISSION:   The Securities and Exchange Commission.





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                 COMPANY:  Acquisition and upon the consummation of the Merger,
the Surviving Corporation.

                 CONSUMMATE: An Exchange Offer shall be deemed "Consummated"
for purposes of this Agreement upon the occurrence of (a) the filing and
effectiveness under the Act of the Exchange Offer Registration Statement
relating to the Exchange Notes to be issued in the Exchange Offer, (b) the
maintenance of such Registration Statement continuously effective and the
keeping of the Exchange Offer open for a period not less than the minimum
period required pursuant to Section 3(b) hereof and (c) the delivery by the
Company to the Registrar under the Indenture of Exchange Notes in the same
aggregate principal amount as the aggregate principal amount of Notes tendered
by Holders thereof pursuant to the Exchange Offer.

                 EFFECTIVENESS TARGET DATE: As defined in Section 5 hereof.

                 EXCHANGE ACT:  The Securities Exchange Act of 1934, as
amended.

                 EXCHANGE NOTES:  The Company's Increasing Rate Senior Exchange
Notes due 2000 to be issued by the Company and guaranteed by Holding pursuant
to the Indenture (a) in the Exchange Offer or (b) upon the request of any
Holder of Notes covered by a Shelf Registration Statement, in exchange for such
Notes.

                 EXCHANGE OFFER: The registration by the Company under the Act
of the Exchange Notes pursuant to the Exchange Offer Registration Statement
whereby the Company shall offer the Holders of all outstanding Transfer
Restricted Securities the opportunity to exchange all such outstanding Transfer
Restricted Securities held by such Holders for Exchange Notes in an aggregate
principal amount equal to the aggregate principal amount of the Transfer
Restricted Securities tendered in such exchange offer by such Holders.

                 EXCHANGE OFFER REGISTRATION STATEMENT:  The Registration
Statement relating to the Exchange Offer, including the related Prospectus.

                 EXEMPT RESALES:  The transactions in which the Initial
Purchaser proposes to sell the Notes in reliance on Rule 144A under the Act to
certain "qualified institutional buyers," as such term is defined in Rule 144A
under the Act, to certain institutional "accredited investors," as such term is
defined in Rule 501(a)(1), (2), (3) and (7) of Regulation D under the Act and
to non-U.S. persons outside the United States in reliance upon Regulation S
under the Act.

                 HOLDER:  As defined in Section 2(b) hereof.

                 INDEMNIFIED HOLDER:  As defined in Section 8(a) hereof.

                 INDEMNIFIED PARTY:  As defined in Section 8(c) hereof.





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                 INDEMNIFYING PARTY:  As defined in Section 8(c) hereof.

                 INDENTURE:  The Indenture, dated the Closing Date, by and
among Acquisition, Holding and Norwest Bank Minnesota, National Association, as
trustee (the "Trustee"), pursuant to which the Notes are to be issued, as such
Indenture is amended or supplemented from time to time in accordance with the
terms thereof.

                 INTEREST PAYMENT DATE: As defined in the Indenture and the
Notes.

                 NASD:  National Association of Securities Dealers, Inc.

                 OFFERING MEMORANDUM:  The Offering Memorandum, dated January
30, 1997, and all amendments and supplements thereto, relating to the Company
and the Notes and prepared by Dart, Acquisition and Holding pursuant to the
Purchase Agreement.

                 PERSON:  An individual, partnership, corporation, trust,
unincorporated organization, or other entity, or a government or agency or
political subdivision thereof.

                 PRELIMINARY OFFERING MEMORANDUM:  The preliminary offering
memorandum, dated January 19, 1997, relating to the Company and the Notes.

                 PROSPECTUS:  The prospectus included in a Registration
Statement at the time such Registration Statement is declared effective, as
amended or supplemented by any prospectus supplement and by all other
amendments thereto, including post-effective amendments, and all material
incorporated by reference into such Prospectus.

                 REGISTRATION DEFAULT:  As defined in Section 5 hereof.

                 REGISTRATION STATEMENT:  Any registration statement of the
Company relating to (a) an offering of Exchange Notes pursuant to an Exchange
Offer or (b) the registration for resale of Transfer Restricted Securities
pursuant to the Shelf Registration Statement, in each case, (i) which is filed
pursuant to the provisions of this Agreement and (ii) including the Prospectus
included therein, all amendments and supplements thereto (including
post-effective amendments) and all exhibits and material incorporated by
reference therein.

                 RESTRICTED BROKER-DEALER:  Any Broker-Dealer which holds
Broker-Dealer Transfer Restricted Securities.

                 SENIOR NOTES: The Notes and the Exchange Notes.

                 SHELF NOTICE: As defined in Section 4(a) hereof.

                 SHELF REGISTRATION STATEMENT:  As defined in Section 4(a)
hereof.





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                 SURVIVING CORPORATION:  The surviving corporation resulting
from the merger (the "Merger") of Acquisition with and into Shoppers Food
Warehouse Corp. pursuant to the terms of a certificate of ownership and merger
filed by Acquisition with the Secretary of State of the State of Delaware
pursuant to Delaware General Corporation Law Section 253.

                 TIA:  The Trust Indenture Act of 1939 (15 U.S.C. Section
77aaa-77bbbb) as in effect on the date of the Indenture.

                 TRANSFER RESTRICTED SECURITIES:  Each Note, until the earliest
to occur of (a) the date on which such Note is exchanged by a Person other than
a broker-dealer for an Exchange Note in the Exchange Offer, (b) following the
exchange by a broker-dealer in the Exchange Offer of a Note for an Exchange
Note, the date on which such Exchange Note is sold to a purchaser who receives
from such broker-dealer on or prior to the date of such sale a copy of the
prospectus contained in the Exchange Offer Registration Statement, (c) the date
on which such Note is effectively registered under the Securities Act and
disposed of in accordance with the Shelf Registration Statement, (d) the date
on which such Note may be resold without restriction to the public pursuant to
Rule 144 under the Act, (e) the date on which such Note shall have been
transferred and a new certificate for it not bearing a legend restricting
further transfer shall have been delivered by the Trustee, or (f) the date on
which such Note ceases to be outstanding for purposes of the Indenture.

                 UNDERWRITERS:  As defined in Section 11 hereof.

                 UNDERWRITTEN REGISTRATION or UNDERWRITTEN OFFERING:  A
registration in which securities of the Company are sold to an underwriter for
reoffering to the public.

SECTION 2.       SECURITIES SUBJECT TO THIS AGREEMENT

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

                 (b)      Holders of Transfer Restricted Securities.  A Person
is deemed to be a holder of Transfer Restricted Securities (each, a "Holder")
whenever such Person owns Transfer Restricted Securities.

SECTION 3.       REGISTERED EXCHANGE OFFER

                 (a)      Unless the Exchange Offer shall not be permitted by
applicable federal law (after the procedures set forth in Section 6(a)(i) below
have been complied with), the Company shall (i) cause to be filed with the
Commission as soon as practicable after the Closing Date, but in no event later
than 180 days after the Closing Date, the Exchange Offer Registration
Statement, (ii) use its best efforts to cause such Exchange Offer Registration
Statement to become effective at the earliest possible time, but in no event
later than 270 days after the Closing Date, (iii) in connection with the
foregoing, (A) file all pre-effective amendments to such Exchange Offer
Registration





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Statement as may be necessary in order to cause such Exchange Offer
Registration Statement to become effective, including the filing of information
pursuant to Rule 430A under the Act and (B) cause all filings, if any, in
connection with the registration and qualification of the Exchange Notes to be
made under the Blue Sky laws of such jurisdictions as are necessary to permit
Consummation of the Exchange Offer and (iv) upon the effectiveness of such
Exchange Offer Registration Statement, commence and Consummate the Exchange
Offer. The Exchange Offer shall be on the appropriate form permitting
registration of the Exchange Notes to be offered in exchange for the Notes that
are Transfer Restricted Securities and to permit sales of Broker-Dealer
Transfer Restricted Securities by Restricted Broker-Dealers as contemplated by
Section 3(c) below.

                 (b)      The Company shall use its best efforts to cause the
Exchange Offer Registration Statement to be effective continuously, and to keep
the Exchange Offer open, for a period of not less than the minimum period
required under applicable federal and state securities laws to Consummate the
Exchange Offer; provided, however, that in no event shall such period be less
than 45 days after the date notice of the Exchange Offer is mailed to the
Holders. The Company shall cause the Exchange Offer to comply with all
applicable federal and state securities laws and all applicable laws,
regulations and/or ordinances, including all applicable tender offer rules and
regulations under the Exchange Act.  No securities other than the Notes shall
be included in the Exchange Offer Registration Statement. The Company shall use
its best efforts to cause the Exchange Offer to be Consummated on the earliest
practicable date after the Exchange Offer Registration Statement has become
effective, but in no event later than 45 days thereafter.

                 (c)      A "Plan of Distribution" section shall be included in
the Prospectus contained in the Exchange Offer Registration Statement and such
section shall indicate therein that any Restricted Broker-Dealer who holds
Notes that are Transfer Restricted Securities and that were acquired for the
account of such Broker-Dealer as a result of market-making activities or other
trading activities, may exchange such Notes (other than Transfer Restricted
Securities acquired directly from the Company) pursuant to the Exchange Offer;
however, such Broker-Dealer may be deemed to be an "underwriter" within the
meaning of the Act and must, therefore, deliver a prospectus meeting the
requirements of the Act in connection with its initial sale of each Exchange
Note received by such Broker-Dealer in the Exchange Offer, which prospectus
delivery requirements may be satisfied by the delivery by such Broker-Dealer of
the Prospectus contained in the Exchange Offer Registration Statement. Such
"Plan of Distribution" section shall also contain all other information with
respect to such sales of Broker-Dealer Transfer Restricted Securities by
Restricted Broker-Dealers that the Commission may require in order to permit
such sales pursuant thereto, but such "Plan of Distribution" shall not name any
such Broker-Dealer or disclose the amount of Senior Notes held by any such
Broker-Dealer except to the extent required by the Commission as a result of a
change in policy after the date of this Agreement.

                 The Company shall use its best efforts to keep the Exchange
Offer Registration Statement continuously effective, supplemented and amended
as required by the provisions of Section 6(c) below to the extent necessary to
ensure that it is available for sales of Broker-Dealer





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Transfer Restricted Securities by Restricted Broker-Dealers in a manner
consistent with clause (b) above.

                 The Company shall promptly provide sufficient copies of the
latest version of such Prospectus to such Restricted Broker-Dealers upon
request at any time during such period in order to facilitate such sales.

                 In connection with the Exchange Offer, the Company shall:

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

                          (2)     utilize the services of a depositary for the
                 Exchange Offer with an address in the Borough of Manhattan,
                 The City of New York, which may be the Trustee or an affiliate
                 thereof;

                          (3)     permit Holders to withdraw tendered Transfer
                 Restricted Securities 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

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

                          As soon as practicable after the close of the
Exchange Offer, the Company shall:

                          (1)     accept for exchange all Transfer Restricted
                 Securities validly tendered and not validly withdrawn pursuant
                 to the Exchange Offer;

                          (2)     deliver to the Trustee for cancellation all
                 Transfer Restricted Securities so accepted for exchange; and

                          (3)     cause the Trustee to authenticate and deliver
                 promptly to each Holder tendering such Transfer Restricted
                 Securities, Exchange Notes equal in principal amount to the
                 Transfer  Restricted  Securities of such Holder so accepted
                 for exchange.





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SECTION 4.       SHELF REGISTRATION

                 (a)      SHELF REGISTRATION.  If (i) the Company is not
permitted by applicable law or Commission policy to consummate the Exchange
Offer (after the procedures set forth in Section 6(a)(i) below have been
complied with) or (ii) any Holder of a minimum of $750,000 aggregate principal
amount or more of Transfer Restricted Securities notifies the Company within 30
days following the Consummation of the Exchange Offer that (A) such Holder is
prohibited by law or Commission policy from participating in the Exchange
Offer, (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 Broker-Dealer
and holds Notes acquired directly from the Company or an affiliate of the
Company or (iii) for any other reason the Exchange Offer is not Consummated
within 315 days of the Closing Date, then the Company shall promptly deliver to
the Holders and the Trustee written notice thereof (the "Shelf Notice") and
shall file a Shelf Registration Statement pursuant to the provisions of this
Section 4.  If a Shelf Notice is delivered, the Company shall:

                 (x) cause to be filed on or prior to (1) in the case of a
Registration Statement filed pursuant to clause (i) above, 60 days after the
date on which the Company determines that it is not permitted to file the
Exchange Offer Registration Statement and (2) in the case of a Registration
Statement filed pursuant to clause (ii) above, 60 days after the date on which
the Company receives the notice specified in clause (ii) above, and (3) in any
case, the 315th day after the Closing Date, a shelf registration statement
pursuant to Rule 415 under the Act (which may be an amendment to the Exchange
Offer Registration Statement (in either event, the "Shelf Registration
Statement")), relating to all Transfer Restricted Securities the Holders of
which shall have provided the information required pursuant to Section 4(b)
hereof, and

                 (y) use its best efforts to cause such Shelf Registration
Statement to become effective on or prior to the date 120 days after the date
on which the Company becomes obligated to file such Shelf Registration
Statement. If, after the Company has filed an Exchange Offer Registration
Statement which satisfies the requirements of Section 3(a) above, the Company
is required to file and make effective a Shelf Registration Statement solely
because the Exchange Offer is not permitted under applicable federal law, then
the filing of the Exchange Offer Registration Statement shall be deemed to
satisfy the requirements of clause (x) above.  Such an event shall have no
effect on the requirements of this clause (y) or on the Effectiveness Target
Date as defined in Section 5 below.

                 The Company shall use its best efforts to keep the Shelf
Registration Statement discussed in this Section 4(a) continuously effective,
supplemented and amended as required by the provisions of Sections 6(b) and (c)
hereof to the extent necessary to ensure that it is available for sales of
Transfer Restricted Securities by the Holders thereof entitled to the benefit
of this Section 4(a), and to ensure that it conforms with the requirements of
this Agreement, the Act and the policies, rules and regulations of the
Commission as announced from time to time, for a period





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expiring on the earlier of (i) the date that all Holders of Transfer Restricted
Securities have resold such securities in the manner set forth and as
contemplated in the Shelf Registration Statement and (ii) three years following
the Closing Date.

                 (b)      PROVISION BY HOLDERS OF CERTAIN INFORMATION IN
CONNECTION WITH THE SHELF REGISTRATION STATEMENT.  No Holder of Transfer
Restricted Securities may include any of its Transfer Restricted Securities in
any Shelf Registration Statement pursuant to this Agreement unless and until
such Holder furnishes to the Company in writing, within 20 Business Days after
receipt of a request therefor, such information specified in item 507 of
Regulation S-K under the Act, or otherwise required by the Act or the
Commission for use in connection with any Shelf Registration Statement or
Prospectus or preliminary Prospectus included therein. No Holder of Transfer
Restricted Securities shall be entitled to liquidated damages pursuant to
Section 5 hereof unless and until such Holder shall have provided all such
information required to be provided by such Holder for inclusion therein. Each
Holder as to which any Shelf Registration Statement is being effected agrees to
furnish promptly to the Company in writing, for so long as the Registration
Statement is effective, all information required to be disclosed in order to
make the information previously furnished to the Company by such Holder not
materially misleading.

SECTION 5.       LIQUIDATED DAMAGES

                 Acquisition, Holding and the Initial Purchaser agree that the
Holders will suffer damages if the Company fails to fulfill its obligations
under Section 3 or Section 4 hereof and that it would not be feasible to
ascertain the extent of such damages with precision.  Accordingly, if (i) the
Company fails to file any of the Registration Statements required by this
Agreement on or before the date specified for such filing in this Agreement,
(ii) any of such Registration Statements is not declared effective by the
Commission on or prior to the date specified in this Agreement for such
effectiveness (the "Effectiveness Target Date"), (iii) the Company fails to
Consummate the Exchange Offer on or prior to the 315th calendar day after the
Closing Date or (iv) the Shelf Registration Statement or the Exchange Offer
Registration Statement is declared effective but thereafter ceases to be
effective or usable in connection with resales of Transfer Restricted
Securities during the periods specified in this Agreement without being
succeeded immediately by a post-effective amendment to such Registration
Statement that cures such failure and that is itself declared effective within
a five Business Day period (each such event referred to in clauses (i) through
(iv) above, a "Registration Default"), then commencing on the day following the
date on which such Registration Default occurs, the Company agrees to pay, or
cause to be paid, to each Holder of Transfer Restricted Securities, for the
first 90-day period immediately following the occurrence of such Registration
Default, liquidated damages, in the form of additional cash interest on the
Senior Notes ("Additional Interest"), initially at the rate of 50 basis points
(0.50%) per annum with respect to all Senior Notes constituting Transfer
Restricted Securities held by such Holder for the period that the Registration
Default continues. The  rate of Additional





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Interest payable to each Holder shall increase by an additional 50 basis points
(0.50%) per annum with respect to all principal amount of Senior Notes
constituting Transfer Restricted Securities held by such Holder for each
subsequent 90-day period until all Registration Defaults have been cured, up to
a maximum rate of Additional Interest of 200 basis points (2.00%) per annum.
Following the cure of all Registration Defaults, the accrual of Additional
Interest will cease.  If the Registration Defaults described in either of
clauses (i) or (ii) above arose solely because the applicable Holder or Holders
failed to provide the Company with certain information within the 20 Business
Day period referred to in Section 4(b) hereof (including any information that
subsequently becomes necessary), Additional Interest in respect thereof (but
only with respect to such Holder or Holders) will not begin to accrue until ten
Business Days after such information has been provided to the Company.

                 The Company shall notify the Trustee within three Business
Days after each and every Registration Default.  Any amounts of Additional
Interest due pursuant this Section 5 will be payable in cash quarterly on
January 31, April 30, July 31 and October 31 of each year, to the Holders of
record of Senior Notes on the fifteenth day prior to such interest payment
date.  The amount of Additional Interest will be determined by multiplying the
applicable Additional Interest rate by the principal amount of the Transfer
Restricted Securities, multiplied by a fraction, the numerator of which is the
number of days such Additional Interest 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.

                 All accrued Additional Interest shall be paid to the holder of
the Global Security (as defined in the Indenture) by wire transfer of
immediately available funds or by federal funds check and to Holders of
Definitive Securities (as defined in the Indenture) by mailing checks to their
registered addresses by the Company on each Interest Payment Date.  All
obligations of the Company set forth in the preceding paragraph that are
outstanding with respect to any Transfer Restricted Security at the time such
security ceases to be a Transfer Restricted Security shall survive until such
time as all such obligations with respect to such security shall have been
satisfied in full.





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SECTION 6.       REGISTRATION PROCEDURES

                 (a)      EXCHANGE OFFER REGISTRATION STATEMENT.  In connection
with the Exchange Offer, the Company shall comply with all applicable
provisions of Section 6(c) below, shall use its best efforts to effect such
exchange and to permit the sale of the Broker-Dealer Transfer Restricted
Securities being sold in accordance with the intended method or methods of
distribution thereof, and shall comply with all of the following provisions:

                 (i)      If, following the date hereof there has been
         published a change in Commission policy with respect to exchange
         offers such as the Exchange Offer, such that in the reasonable opinion
         of counsel to the Company there is a question as to whether the
         Exchange Offer is permitted by applicable federal law, the Company
         hereby agrees to seek a no-action letter or other favorable decision
         from the Commission allowing the Company to Consummate an Exchange
         Offer for such Notes. The Company hereby agrees to pursue the issuance
         of such a decision to the Commission staff level. In connection with
         the foregoing, the Company hereby agrees to take all such other
         actions as are requested by the Commission or otherwise required in
         connection with the issuance of such decision, including without
         limitation (A) participating in telephonic conferences with the
         Commission, (B) delivering to the Commission staff an analysis
         prepared by counsel to the Company setting forth the legal bases, if
         any, upon which such counsel has concluded that such an Exchange Offer
         should be permitted and (C) diligently pursuing a resolution (which
         need not be favorable) by the Commission staff of such submission.

                 (ii)     As a condition to its participation in the Exchange
         Offer pursuant to the terms of this Agreement, each Holder of Transfer
         Restricted Securities shall furnish, upon the request of the Company,
         prior to the Consummation of the Exchange Offer, a written
         representation to the Company (which may be contained in the letter of
         transmittal contemplated by the Exchange Offer Registration Statement)
         to the effect that (A) it is not an affiliate of the Company, (B) it
         is not engaged in, and does not intend to engage in, and has no
         arrangement or understanding with any person to participate in, a
         distribution of the Exchange Notes to be issued in the Exchange Offer
         and (C) it is acquiring the Exchange Notes in its ordinary course of
         business. Each Holder hereby acknowledges and agrees that any
         Broker-Dealer and any such Holder using the Exchange Offer to
         participate in a distribution of the securities to be acquired in the
         Exchange Offer (1) could not under Commission policy as in effect on
         the date of this Agreement rely on the position of the Commission
         enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991)
         and Exxon Capital Holdings Corporation (available May 13, 1988), as
         interpreted in the Commission's letter to Shearman & Sterling dated
         July 2, 1993, and similar no-action letters (including, if applicable,
         any no-action letter obtained pursuant to clause (i) above), and (2)
         must comply with the registration and prospectus delivery requirements
         of the Act in connection with a secondary resale transaction and that
         such a secondary resale transaction must be covered by an effective
         registration statement containing the selling security holder
         information required by Item 507 or 508, as applicable, of Regulation
         S-K if the resales are of Exchange Notes





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<PAGE>   12
         obtained by such Holder in exchange for Notes acquired by such Holder
         directly from the Company or an affiliate thereof.

                 (iii)    Prior to effectiveness of the Exchange Offer
         Registration Statement, the Company shall provide a supplemental
         letter to the Commission (A) stating that the Company is registering
         the Exchange Offer in reliance on the position of the Commission
         enunciated in Exxon Capital Holdings Corporation (available May 13,
         1988), Morgan Stanley and Co., Inc. (available June 5, 1991) and, if
         applicable, any no-action letter obtained pursuant to clause (i)
         above, (B) including a representation that the Company has not entered
         into any arrangement or understanding with any Person to distribute
         the Exchange Notes to be received in the Exchange Offer and that, to
         the best of the Company's information and belief, each Holder
         participating in the Exchange Offer is acquiring the Exchange Notes in
         its ordinary course of business and has no arrangement or
         understanding with any Person to participate in the distribution of
         the Exchange Notes received in the Exchange Offer and (C) any other
         undertaking or representation required by the Commission as set forth
         in any no-action letter obtained pursuant to clause (i) above.

                 (b)      SHELF REGISTRATION STATEMENT.  In connection with the
Shelf Registration Statement, the Company shall comply with all the provisions
of Section 6(c) below and shall use its best efforts to effect such
registration to permit the sale of the Transfer Restricted Securities being
sold in accordance with the intended method or methods of distribution thereof
(as indicated in the information furnished to the Company pursuant to Section
4(b) hereof), consistent with this Agreement and, pursuant thereto, the Company
will as expeditiously as possible prepare and file with the Commission a
Registration Statement relating to the registration on any appropriate form
under the Act, which form shall be available for the sale of the Transfer
Restricted Securities in accordance with the intended method or methods of
distribution thereof within the specified time periods and otherwise in
accordance with the provisions hereof.

                 (c)      GENERAL PROVISIONS.  In connection with any
Registration Statement and any related Prospectus required by this Agreement to
permit the sale or resale of Transfer Restricted Securities (including, without
limitation, any Exchange Offer Registration Statement and the related
Prospectus, to the extent that the same are required to be available to permit
sales of Broker-Dealer Transfer Restricted Securities by Restricted
Broker-Dealers), the Company shall:

                 (i)      use its best efforts to keep such Registration
         Statement continuously effective and provide all requisite financial
         statements for the period specified in Section 3 or 4 hereof, as
         applicable. Upon the occurrence of any event that would cause any such
         Registration Statement or the Prospectus contained therein (A) to
         contain a material misstatement or omission or (B) not to be effective
         and usable for resale of Transfer Restricted Securities during the
         period required by this Agreement, the Company shall file promptly an
         appropriate amendment to such Registration Statement, (1) in the case
         of clause (A), correcting any such misstatement or omission, and (2)
         in the case of either clause (A) or (B), use its best efforts to cause
         such amendment to be declared effective and such Registration





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         Statement and the related Prospectus to become usable for their
         intended purposes(s) as soon as practicable thereafter;

                 (ii)     prepare and file with the Commission such amendments
         and post-effective amendments to the Registration Statement as may be
         necessary to keep the Registration Statement effective for the
         applicable period set forth in Section 3 or 4 hereof, as applicable,
         or such shorter period as will terminate when all Transfer Restricted
         Securities covered by such Registration Statement have been sold;
         cause the Prospectus to be supplemented by any required Prospectus
         supplement, and as so supplemented to be filed pursuant to Rule 424
         under the Act, and to comply fully with Rules 424 and 430A, as
         applicable, under the Act in a timely manner; and comply with the
         provisions of the Act 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;

                 (iii)    advise the underwriter(s), if any, and selling
         Holders promptly and, if requested by such Persons, confirm such
         advice in writing (A) when the Prospectus or any Prospectus supplement
         or post-effective amendment has been filed, and, with respect to any
         Registration Statement or any post-effective amendment thereto, when
         the same has become effective, (B) of any request by the Commission
         for amendments to the Registration Statement or amendments or
         supplements to the Prospectus or for additional information relating
         thereto, (C) of the issuance by the Commission of any stop order
         suspending the effectiveness of the Registration Statement under the
         Act or of the suspension by any state securities commission of the
         qualification of the Transfer Restricted Securities for offering or
         sale in any jurisdiction, or the initiation of any proceeding for any
         of the preceding purposes, or (D) of the existence of any fact or the
         happening of any event that makes any statement of a material fact
         made in the Registration Statement, the Prospectus, any amendment or
         supplement thereto or any document incorporated by reference therein
         untrue, or that requires the making of any additions to or changes in
         the Registration Statement in order to make the statements therein not
         misleading, or that requires the making of any additions to or changes
         in the Prospectus in order to make the statements therein, in the
         light of the circumstances under which they were made, not misleading.
         If at any time the Commission shall issue any stop order suspending
         the effectiveness of the Registration Statement, or any state
         securities commission or other regulatory authority shall issue an
         order suspending the qualification or exemption from qualification of
         the Transfer Restricted Securities under state securities or Blue Sky
         laws, the Company shall use its best efforts to obtain the withdrawal
         or lifting of such order at the earliest possible time;

                 (iv)     furnish to each selling Holder named in any
         Registration Statement or Prospectus and each of the underwriter(s) in
         connection with such sale, if any, before filing with the Commission,
         copies of any Registration Statement or any Prospectus included
         therein or any amendments or supplements to any such Registration
         Statement or Prospectus (including all documents incorporated by
         reference after the initial filing of such Registration





                                      -12-
<PAGE>   14
         Statement), which documents will be subject to the review and comment
         of such Holders and underwriter(s) in connection with such sale, if
         any, for a period of at least five Business Days, and the Company will
         not file any such Registration Statement or Prospectus or any
         amendment or supplement to any such Registration Statement or
         Prospectus (including all such documents incorporated by reference) to
         which the selling Holders of the Transfer Restricted Securities
         covered by such Registration Statement or the underwriter(s) in
         connection with such sale, if any, shall reasonably object within five
         Business Days after the receipt thereof. A selling Holder or
         underwriter, if any, shall be deemed to have reasonably objected to
         such filing if such Registration Statement, amendment, Prospectus or
         supplement, as applicable, as proposed to be filed, contains a
         material misstatement or omission or fails to comply with the
         applicable requirements of the Act;

                 (v)      promptly prior to the filing of any document that is
         to be incorporated by reference into a Registration Statement or
         Prospectus, provide copies of such document to the selling Holders and
         to the underwriter(s) in connection with such sale, if any, and make
         the Company's representatives available during reasonable business
         hours for discussion of such document and other customary due
         diligence matters, and include such information in such document prior
         to the filing thereof as such selling Holders or underwriter(s), if
         any, reasonably may request;

                 (vi)     make available at reasonable business hours for
         inspection by the selling Holders, any underwriter participating in
         any disposition pursuant to such Registration Statement and any
         attorney or accountant retained by such selling Holders or any of such
         underwriter(s), all financial and other records, pertinent documents
         and properties of the Company and cause the Company's officers,
         managers and employees to supply all information reasonably requested
         by any such Holder, underwriter, attorney or accountant in connection
         with such Registration Statement or any post-effective amendment
         thereto subsequent to the filing thereof and prior to its
         effectiveness;

                 (vii)    if requested by any selling Holders or the
         underwriter(s) in connection with such sale, if any, promptly include
         in any Registration Statement or Prospectus, pursuant to a supplement
         or post-effective amendment, if necessary, such information as such
         selling Holders and underwriter(s), if any, may reasonably request to
         have included therein, including, without limitation, information
         relating to the "Plan of Distribution" of the Transfer Restricted
         Securities, information with respect to the principal amount of
         Transfer Restricted Securities being sold to such underwriter(s), the
         purchase price being paid therefor and any other terms of the offering
         of the Transfer Restricted Securities to be sold in such offering; and
         make all required filings of such Prospectus supplement or
         post-effective amendment as soon as practicable after the Company is
         notified of the matters to be included in such Prospectus supplement
         or post-effective amendment;

                 (viii)   furnish to each selling Holder and each of the
         underwriter(s) in connection with such sale, if any, without charge,
         at least one copy of the Registration Statement, as first





                                      -13-
<PAGE>   15
         filed with the Commission, and of each amendment thereto, including
         all documents incorporated by reference therein and all exhibits
         (including exhibits incorporated therein by reference);

                 (ix)     deliver to each selling Holder and each of the
         underwriter(s), if any, without charge, as many copies of the
         Prospectus (including each preliminary prospectus) and any amendment
         or supplement thereto as such Persons reasonably may request; the
         Company hereby consents to the use of the Prospectus and any amendment
         or supplement thereto by each of the selling Holders and each of the
         underwriter(s), if any, in connection with the offering and the sale
         of the Transfer Restricted Securities covered by the Prospectus or any
         amendment or supplement thereto;

                 (x)      enter into such agreements (including, unless not
         required pursuant to Section 10 hereof, an underwriting agreement) and
         make such representations and warranties and take all such other
         actions in connection therewith in order to expedite or facilitate the
         disposition of the Transfer Restricted Securities pursuant to any
         Registration Statement contemplated by this Agreement as may be
         reasonably requested by any Holder of Transfer Restricted Securities
         or underwriter in connection with any sale or resale pursuant to any
         Registration Statement contemplated by this Agreement, and in such
         connection, whether or not an underwriting agreement is entered into
         and whether or not the registration is an Underwritten Registration,
         the Company shall:  (1) whether or not an underwriting agreement is
         entered into and whether or not the registration is an Underwritten
         Registration, make such representations and warranties to the Holders
         and the underwriter(s), in form, substance and scope as they may
         request and as are customarily made by issuers to underwriters in
         primary underwritten offerings and covering matters including, but not
         limited to, those set forth in the Purchase Agreement; (2) whether or
         not an underwriting agreement is entered into and whether or not the
         registration is an Underwritten Registration, obtain opinions of
         counsel to the Company and updates thereof (which counsel and opinions
         (in form, scope and substance) shall be reasonably satisfactory to the
         underwriter(s) and the Holders of the Transfer Restricted Securities
         being sold) addressed to each selling Holder and underwriter
         requesting the same and covering the matters customarily covered in
         opinions requested in underwritten offerings and such other matters as
         may be reasonably requested by such Holders and underwriters; (3) in
         connection with an Underwritten Registration only, obtain "cold
         comfort" letters and updates thereof from the Company's independent
         certified public accountants addressed to the selling Holders of
         Transfer Restricted Securities and underwriters requesting the same,
         such letters to be in customary form and covering matters of the type
         customarily covered in "cold comfort" letters by underwriters in
         connection with primary underwritten offerings; (4) in connection with
         an Underwritten Offering only, set forth in full or incorporate by
         reference in the underwriting agreement the indemnification provisions
         and procedures of Section 8 hereof with respect to all parties to be
         indemnified pursuant to said Section; and (5) whether or not an
         underwriting agreement is entered into and whether or not the
         registration is an Underwritten Registration, deliver such documents
         and certificates as may be reasonably requested by the





                                      -14-
<PAGE>   16
         Holders of the Transfer Restricted Securities being sold or the
         underwriter(s) of such Underwritten Offering to evidence compliance
         with clause (1) above and with any customary conditions contained in
         the underwriting agreement or other agreement entered into by the
         Company pursuant to this clause (x).  Nothing contained in this clause
         (x) shall require the Company, its counsel or its accountants to make
         any representations or warranties, to render any legal opinion or to
         deliver any comfort letters that are not true.  The above shall be
         done at each closing under such underwriting or similar agreement, as
         and to the extent thereunder, and if at any time the representations
         and warranties of the Company contemplated in clause (1) above cease
         to be true and correct, the Company shall so advise the Initial
         Purchaser and the underwriter(s), if any, and selling Holders promptly
         and if requested by such Persons, shall confirm such advice in
         writing;

                 (xi)     prior to any public offering of Transfer Restricted
         Securities, cooperate with the selling Holders, the underwriter(s), if
         any, and their respective counsel in connection with the registration
         and qualification of the Transfer Restricted Securities under the
         securities or Blue Sky laws of such jurisdictions as the selling
         Holders or underwriter(s), if any, may request and do any and all
         other acts or things necessary or advisable to enable the disposition
         in such jurisdictions of the Transfer Restricted Securities covered by
         the applicable Registration Statement; provided, however, that the
         Company shall not be required to register or qualify to do business in
         any jurisdiction in which it is not now so qualified or to take any
         action that would subject it to the service of process in suits or to
         taxation, other than as to matters and transactions relating to the
         Registration Statement, in any jurisdiction where it is not now so
         subject;

                 (xii)    issue, upon the request of any Holder of Notes
         covered by any Registration Statement contemplated by this Agreement,
         Exchange Notes having an aggregate principal amount equal to the
         aggregate principal amount of Notes surrendered to the Company by such
         Holder in exchange therefor or being sold by such Holder; such
         Exchange Notes to be registered in the name of such Holder or in the
         name of the purchaser(s) of such Senior Notes, as the case may be; in
         return, the Notes held by such Holder shall be surrendered to the
         Company for cancellation;

                 (xiii)   in connection with any sale of Transfer Restricted
         Securities that will result in such securities no longer being
         Transfer Restricted Securities, cooperate with the selling Holders and
         the underwriter(s), if any, to facilitate the timely preparation and
         delivery of certificates representing Transfer Restricted Securities
         to be sold and not bearing any restrictive legends; and to register
         such Transfer Restricted Securities in such denominations and such
         names as the Holders or the underwriter(s), if any, may request at
         least two Business Days prior to such sale of Transfer Restricted
         Securities consistent with the terms of the Indenture;

                 (xiv)    use its best efforts to cause the Transfer Restricted
         Securities covered by the Registration Statement to be registered with
         or approved by such other governmental





                                      -15-
<PAGE>   17
         agencies or authorities as may be reasonably requested or otherwise
         necessary to enable the seller or sellers thereof or the
         underwriter(s), if any, to consummate the disposition of such Transfer
         Restricted Securities, subject to the proviso contained in clause (xi)
         above;

                 (xv)     if any fact or event contemplated by Section
         6(c)(iii)(D) above shall exist or have occurred, prepare a supplement
         or post-effective amendment to the Registration Statement or related
         Prospectus or any document incorporated therein by reference or file
         any other required document so that, as thereafter delivered to the
         purchasers of Transfer Restricted Securities, the Prospectus will not
         contain an untrue statement of a material fact or omit to state any
         material fact necessary to make the statements therein, in the light
         of the circumstances under which they were made, not misleading;

                 (xvi)    provide a CUSIP number for all Transfer Restricted
         Securities not later than the effective date of a Registration
         Statement covering such Transfer Restricted Securities and provide the
         Trustee under the Indenture with printed certificates for the Transfer
         Restricted Securities which are in a form eligible for deposit with
         The Depository Trust Company;

                 (xvii)   cooperate and assist in any filings required to be
         made with the NASD and in the performance of any due diligence
         investigation by any underwriter (including any "qualified independent
         underwriter") that is required to be retained in accordance with the
         rules and regulations of the NASD, and use its best efforts to cause
         such Registration Statement to become effective and approved by such
         governmental agencies or authorities as may be necessary to enable the
         Holders selling Transfer Restricted Securities to consummate the
         disposition of such Transfer Restricted Securities;

                 (xviii)  otherwise use its best efforts to comply with all
         applicable rules and regulations of the Commission, and make generally
         available to its security holders with regard to any applicable
         Registration Statement, as soon as practicable, a consolidated
         earnings statement meeting the requirements of Rule 158 (which need
         not be audited) covering a twelve-month period beginning after the
         effective date of the Registration Statement (as such term is defined
         in paragraph (c) of Rule 158 under the Act);

                 (xix)    cause the Indenture to be qualified under the TIA not
         later than the effective date of the first Registration Statement
         required by this Agreement, and, in connection therewith, cooperate
         with the Trustee and the Holders of Senior Notes to effect such
         changes to the Indenture as may be required for such Indenture to be
         so qualified in accordance with the terms of the TIA; and execute and
         use its best efforts to cause the Trustee to execute, all documents
         that may be required to effect such changes and all other forms and
         documents required to be filed with the Commission to enable such
         Indenture to be so qualified in a timely manner;





                                      -16-
<PAGE>   18
                 (xx)     cause all Transfer Restricted Securities covered by
         the Registration Statement to be listed on each securities exchange on
         which similar securities issued by the Company are then listed if
         requested by the Holders of a majority in aggregate principal amount
         of Notes or the managing underwriter(s), if any; and

                 (xxi)    provide promptly to each Holder upon request each
         document filed with the Commission pursuant to the requirements of
         Section 13 or Section 15(d) of the Exchange Act.

                 (d)      RESTRICTIONS ON HOLDERS.  Each Holder as to which any
Registration Statement is being effected agrees to furnish promptly to the
Company all information required to be disclosed in order to make the
information previously furnished to the Company by such Holder not materially
misleading.  Each Holder agrees by acquisition of a Transfer Restricted
Security, that, upon receipt of any notice from the Company of the existence of
any fact of the kind described in Section 6(c)(iii)(D) hereof, such Holder will
forthwith discontinue disposition of Transfer Restricted Securities pursuant to
the applicable Registration Statement until such Holder's receipt of the copies
of the supplemented or amended Prospectus contemplated by Section 6(c)(xv)
hereof, or until it is advised in writing (the "Advice") by the Company that
the use of the Prospectus may be resumed, and has received copies of any
additional or supplemental filings that are incorporated by reference in the
Prospectus. If so directed by the Company, each 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 Transfer
Restricted Securities that was current at the time of receipt of such notice.
In the event the Company shall give any such notice, the time period regarding
the effectiveness of such Registration Statement set forth in Section 3 or 4
hereof, as applicable, shall be extended by the number of days during the
period from and including the date of the giving of such notice pursuant to
Section 6(c)(iii)(D) hereof to and including the date when each selling Holder
covered by such Registration Statement shall have received the copies of the
supplemented or amended Prospectus contemplated by Section 6(c)(xv) hereof or
shall have received the Advice.

SECTION 7.       REGISTRATION EXPENSES

                 (a)      All expenses incident to the Company's performance of
or compliance with this Agreement will be borne by the Company, regardless of
whether a Registration Statement becomes effective, including without
limitation: (i) all registration and filing fees and expenses (including
filings made by the Initial Purchaser or any Holder with the NASD and fees and
disbursements of counsel in connection therewith (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 federal securities and state Blue Sky or
securities laws; (iii) all expenses of printing (including printing
certificates for the Exchange Notes to be issued in the Exchange Offer and
printing of Prospectuses), messenger and delivery services and telephone; (iv)
all fees and disbursements of counsel for the Company and, in accordance with
Section 7(b) below, the Holders of Transfer Restricted Securities; (v) all
application and filing fees in connection with listing the Senior Notes on a
national exchange or automated





                                      -17-
<PAGE>   19
quotation system if required hereunder; and (vi) all fees and disbursements of
independent certified public accountants of the Company (including the expenses
of any special audit and comfort letters required by or incident to such
performance).

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

                 (b)      In connection with any Registration Statement
required by this Agreement, the Company will reimburse the Initial Purchaser
and the Holders of Transfer Restricted Securities being tendered in the
Exchange Offer and/or resold pursuant to the "Plan of Distribution" contained
in the Exchange Offer Registration Statement or registered pursuant to the
Shelf Registration Statement, as applicable, for the reasonable fees and
disbursements of not more than one counsel chosen by the Holders of a majority
in principal amount of the Transfer Restricted Securities for whose benefit
such Registration Statement is being prepared.

SECTION 8.       INDEMNIFICATION

                 (a)      The Company agrees to indemnify and hold harmless (i)
each Holder and (ii) each person, if any, who controls (within the meaning of
Section 15 of the Act or Section 20 of the Exchange Act) any Holder (any of the
persons referred to in this clause (ii) being hereinafter referred to as a
"controlling person") and (iii) the respective officers, directors, partners,
employees, representatives and agents of any Holder or any controlling person
(any person referred to in clause (i), (ii) or (iii) may hereinafter be
referred to as an "Indemnified Holder"), to the fullest extent lawful, from and
against any and all losses, claims, damages, liabilities, judgments, actions
and expenses (including without limitation and as incurred, reimbursement of
all reasonable costs of investigating, preparing, pursuing or defending any
claim or action, or any investigation or proceeding by any governmental agency
or body, commenced or threatened, including the reasonable fees and expenses of
one counsel to the Indemnified Holders) directly or indirectly caused by,
related to, based upon, arising out of or in connection with any untrue
statement or alleged untrue statement of a material fact contained in any
Registration Statement or Prospectus (or any amendment or supplement thereto),
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 in respect of any Holder insofar as such losses, claims,
damages, liabilities or expenses are caused by an untrue statement or omission
or alleged untrue statement or omission that is made in reliance upon and in
conformity with information relating to such Holder furnished in writing to the
Company by such Holder expressly for use therein; provided, however, that the
Company shall not be liable to Holder under this Section 8(a) to the extent
that any such losses, claims, damages, liabilities or expenses were caused by
the fact that such Holder sold Transfer Restricted Securities to a Person as to
whom it was established that there was not sent or given, at or prior to the
written confirmation of such sale, a copy of the Prospectus as then amended or
supplemented if (i) the Company had furnished copies of such amended or
supplemented Prospectus to such Holder a reasonable time prior to the time of





                                      -18-
<PAGE>   20
written confirmation of sale and (ii) such losses, claims, damages, liabilities
or expenses were caused by an untrue statement or omission or alleged untrue
statement or omission contained in the Prospectus so delivered which was
corrected in such amended or supplemented Prospectus.  This indemnity will be
in addition to any liability which the Company may otherwise have.  The Company
will also 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 Section 15 of the Act or Section 20 of the Exchange Act) to the same
extent as provided above with respect to the indemnification of the Indemnified
Holders of Transfer Restricted Securities.

                 (b)      Each Holder of Transfer Restricted Securities agrees,
severally and not jointly, to indemnify and hold harmless the Company and its
directors, officers, and any person controlling (within the meaning of Section
15 of the Act or Section 20 of the Exchange Act) the Company, and the
respective officers, directors, partners, employees, representatives and agents
of each such person, to the same extent as the foregoing indemnity from the
Company to each of the Indemnified Holders, but only with respect to claims and
actions based on information relating to such Holder furnished in writing by
such Holder expressly for use in any Registration Statement. In case any action
or proceeding shall be brought against the Company or any such controlling
person in respect of which indemnity may be sought against a Holder of Transfer
Restricted Securities, such Holder shall have the rights and duties given the
Company or its directors or officers or such controlling person shall have the
rights and duties given to each Holder by the preceding paragraph. 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
Transfer Restricted Securities giving rise to such indemnification obligation.

                 (c)      In case any proceeding (including any governmental
investigation) shall be instituted involving any Person in respect of which
indemnity may be sought pursuant to either Section 8(a) or Section 8(b) hereof,
such Person (the "indemnified party") shall promptly notify the Person against
whom such indemnity may be sought (the "indemnifying party") in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceedings
and shall pay the fees and disbursements of such counsel relating to such
proceeding.  In any such proceeding, any indemnified party 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 party unless (i) the indemnifying party and
the indemnified party shall have mutually agreed to the retention of such
counsel, or (ii) the indemnifying party fails promptly to assume the defense of
such proceeding or fails to employ counsel reasonably satisfactory to such
indemnified party or parties, or (iii) (A) the named parties to any such
proceeding (including any impleaded parties) include both such indemnified
party or parties and any indemnifying party or an affiliate of such indemnified
party or parties or of any indemnifying party, (B) there may be one or more
defenses available to such indemnified party or parties or such affiliate of
such indemnified party or parties that are different from or additional to
those available to any indemnifying party or such affiliate of any indemnifying
party and (C) such indemnified party or parties shall have been





                                      -19-
<PAGE>   21
advised by such counsel that there may exist a conflict of interest between or
among such indemnified party or parties or such affiliate of such indemnified
party or parties and any indemnifying party or such affiliate of any
indemnifying party, in which case, if such indemnified party or parties
notifies the indemnifying party or parties in writing that it elects to employ
separate counsel of its choice at the expense of the indemnifying parties, the
indemnifying parties shall not have the right to assume the defense thereof and
such counsel shall be at the expense of the indemnifying parties, it being
understood, however, that unless there exists a conflict among indemnified
parties, the indemnifying parties shall not, in connection with any one such
proceeding or separate but substantially similar or related proceedings in the
same jurisdiction, arising out of the same general allegations or
circumstances, be liable for the fees and expenses of more than one separate
firm of attorneys (together with appropriate local counsel) at any time for
such indemnified party or parties.  The indemnifying party shall not be liable
for any settlement of any proceeding effected without its written consent but,
if settled with such consent or if there be a final judgment for the plaintiff,
the indemnifying party agrees to indemnify the indemnified party or parties
from and against any loss or liability by reason of such settlement or
judgment.  No indemnifying party shall, without the prior written consent of
the indemnified party (which consent shall not be unreasonably withheld or
delayed), effect any settlement of any pending or threatened proceeding in
respect of which such indemnified party is a party, and indemnity could have
been sought hereunder by such indemnified party, unless such settlement
includes an unconditional release of such indemnified party from all liability
on claims that are the subject matter of such proceeding.

                 (d)      If the indemnification provided for in this Section 8
is unavailable to an indemnified party under Section 8(a) or Section 8(b)
hereof (other than by reason of exceptions provided in those Sections) in
respect of any losses, claims, damages, liabilities or expenses referred to
therein, then each applicable indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages, liabilities or
expenses in such proportion as is appropriate to reflect benefits received by
the Company on the one hand and the Holders on the other hand from their sale
of Transfer Restricted Securities or if such allocation is not permitted by
applicable law, the relative fault of the Company on the one hand and of the
Indemnified Holder on the other in connection with the statements or omissions
which resulted in such losses, claims, damages, liabilities or expenses, as
well as any other relevant equitable considerations. The relative fault of the
Company on the one hand and of the Indemnified Holder on the other shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to
state a material fact related to information supplied by the Company or by the
Indemnified Holder and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The amount paid or payable by a party as a result of the losses, claims,
damages, liabilities and expenses referred to above shall be deemed to include,
subject to the limitation set forth in the second paragraph of Section 8(a),
any legal or other fees or expenses reasonably incurred by such party in
connection with investigating or defending any action or claim.





                                      -20-
<PAGE>   22
                 The Company and each Holder of Transfer Restricted Securities
agree that it would not be just and equitable if contribution pursuant to this
Section 8(c) were determined by pro rata allocation (even if the Holders were
treated as one entity for such purpose) or by any other method of allocation
which does not take account of the equitable considerations referred to in the
immediately preceding paragraph. The amount paid or payable by an indemnified
party as a result of the losses, claims, damages, liabilities or expenses
referred to in the immediately preceding paragraph shall be deemed to include,
subject to the limitations set forth above, any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this
Section 8, none of the Holders (and its related Indemnified Holders) shall be
required to contribute, in the aggregate, any amount in excess of the amount by
which the proceeds received by such Holder from the sale of Transfer Restricted
Securities exceeds the amounts of any damages which such Holder has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The Holders' obligations to contribute pursuant to this
Section 8(c) are several in proportion to the respective principal amount of
Notes held by each of the Holders hereunder and not joint.

SECTION 9.   RULE 144A

                 The Company hereby agrees with each Holder, for so long as any
Transfer Restricted Securities remain outstanding, to make available, upon
request of any Holder of Transfer Restricted Securities, to any Holder or
beneficial owner of Transfer Restricted Securities in connection with any sale
thereof and any prospective purchaser of such Transfer Restricted Securities
designated by such Holder or beneficial owner, the information required by Rule
144A(d)(4) under the Act in order to permit resales of such Transfer Restricted
Securities pursuant to Rule 144A.

SECTION 10.  UNDERWRITTEN REGISTRATIONS

                 No Holder may participate in any Underwritten Registration
hereunder unless such Holder (a) agrees to sell such Holder's Transfer
Restricted Securities on the basis provided in any underwriting arrangements
entered into in connection therewith and (b) completes and executes all
reasonable questionnaires, powers of attorney, indemnities, underwriting
agreements, lock-up letters and other documents required under the terms of
such underwriting arrangements.

SECTION 11.  SELECTION OF UNDERWRITERS

                 In any Underwritten Offering, the investment banker or
investment bankers and managers that will administer the offering will be
selected by the Holders of a majority in aggregate principal amount of the
Transfer Restricted Securities included in such offering; provided, however,
that such investment bankers and managers must be reasonably satisfactory to
the Company. Such investment bankers and managers are referred to herein as the
"underwriters."





                                      -21-
<PAGE>   23
SECTION 12.  MISCELLANEOUS

                 (a)      REMEDIES.  Each Holder, in addition to being entitled
to exercise all rights provided herein, in the Indenture, the Company's or
Holding's respective charter or bylaws, the Purchase Agreement or related
agreements or granted by law, including recovery of Additional Interest or
other damages, will be entitled to specific performance of its rights under
this Agreement. The Company and Holding agree that monetary damages (including
the Additional Interest contemplated hereby) 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.

                 (b)      NO INCONSISTENT AGREEMENTS.  Neither the Company nor
Holding will, on or after the date of this Agreement, enter into any agreement
with respect to its securities that is inconsistent with the rights granted to
the Holders in this Agreement or otherwise conflicts with the provisions
hereof. Neither the Company nor Holding has previously entered into any
agreement granting any registration rights with respect to its securities to
any Person. 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 Company's or Holding's securities under any agreement in effect on the
date hereof.

                 (c)      ADJUSTMENTS AFFECTING THE SENIOR NOTES.  Neither  the
Company nor Holding will take any action, or permit any change to occur, with
respect to the Senior Notes that would materially adversely affect the ability
of the Holders to Consummate any Exchange Offer.

                 (d)      AMENDMENTS AND WAIVERS.  The provisions of this
Agreement may not be amended, modified or supplemented, and waivers or consents
to or departures from the provisions hereof may not be given unless the Company
and Holding have obtained the written consent of Holders of a majority of the
outstanding principal amount of Transfer Restricted Securities. Notwithstanding
the foregoing, a waiver or consent to departure from the provisions hereof that
relates exclusively to the rights of Holders whose securities are being
tendered pursuant to the Exchange Offer and that does not affect directly or
indirectly the rights of other Holders whose securities are not being tendered
pursuant to such Exchange Offer may be given by the Holders of a majority of
the outstanding principal amount of Transfer Restricted Securities that are
subject to such Exchange Offer.

                 (e)      NOTICES.  All notices and other communications
provided for or permitted hereunder shall be made in writing by hand-delivery,
first-class mail (registered or certified, return receipt requested),
telecopier, or air courier guaranteeing overnight delivery:

                 (i)      if to a Holder, all the address set forth on the
records of the Registrar under the Indenture, with a copy to the Registrar
under the Indenture; and





                                      -22-
<PAGE>   24
                 (ii)     if to the Company:

                          SFW Acquisition Corp.
                          3300 75th Avenue
                          Landover, MD  20785
                          Attention:  President
                          Telecopier No.:  (301) 772-3910

                          With a copy to:

                          Dart Group Corporation
                          3300 75th Avenue
                          Landover, MD  20785
                          Attention:  Corporate Secretary
                          Telecopier No.:  (301) 773-2707

                 (iii)    if to Holding:

                          SFW Holding Corp.
                          3300 75th Avenue
                          Landover, MD  20785
                          Attention:  President
                          Telecopier No.:   (301) 772-3910

                 All such notices and communications shall be deemed to have
been duly given at the time delivered by hand, if personally delivered; five
Business Days after being deposited in the mail, postage prepaid, if mailed;
when receipt acknowledged, if telecopied; and on the next business day, if
timely delivered to an air courier guaranteeing overnight delivery.

                 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 specified in the Indenture.

                 (f)      SUCCESSORS AND ASSIGNS. This Agreement 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 Transfer Restricted Securities; provided,
however, that this Agreement shall not inure to the benefit of or be binding
upon a successor or assign of a Holder unless and to the extent such successor
or assign acquired Transfer Restricted Securities directly from such Holder.

                 (g)      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.





                                      -23-
<PAGE>   25
                 (h)      HEADINGS.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

                 (i)      GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REGARD TO THE CONFLICT OF LAW RULES THEREOF.

                 (j)      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.

                 (k)      ENTIRE AGREEMENT.  This Agreement together with the
other Operative Documents (as defined in the Purchase 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 and Holding with respect to the Transfer Restricted Securities. This
Agreement supersedes all prior agreements and understandings between the
parties with respect to such subject matter.

                 (l)      THIRD PARTY BENEFICIARIES.  Holders of Transfer
Restricted Securities are intended third party beneficiaries of this Agreement
and this Agreement may be enforced by such Persons.





                                      -24-
<PAGE>   26
                 IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.


                                     SFW ACQUISITION CORP.
                                     
                                     
                                     By: /s/ MARK A. FLINT
                                         -------------------------------------
                                         Name: Mark A. Flint
                                         Title: President
                                     
                                     
                                     SFW HOLDING CORP.
                                     
                                     
                                     By: /s/ MARK A. FLINT
                                         -------------------------------------
                                         Name: Mark A. Flint
                                         Title: President
                                     
                                     
WASSERSTEIN PERELLA SECURITIES, INC. 
                                     
                                     
By: /s/ JAMES C. KINGSBERY
    ---------------------------------
    Name: James C. Kingsbery      
    Title: Treasurer              





                                     -25-