<PAGE>   1
                                                                    EXHIBIT 4.11






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                          REGISTRATION RIGHTS AGREEMENT

                           Dated as of March 15, 2001

                                      Among

                             FLEMING COMPANIES, INC.

                                       and

                          THE GUARANTORS NAMED HEREIN,

                                   as Issuers,

                                       and

                      THE INITIAL PURCHASERS NAMED HEREIN,

                          10 1/8% Senior Notes due 2008



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                          REGISTRATION RIGHTS AGREEMENT

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

            This Agreement is entered into in connection with the Purchase
Agreement, dated as of March 9, 2001, among the Issuers and the Initial
Purchasers (the "Purchase Agreement"), which provides for, among other things,
the sale by the Company to the Initial Purchasers of $355,000,000 aggregate
principal amount of the Company's 10 1/8% Senior Notes due 2008 (the "Notes"),
guaranteed by the Guarantors (the "Guarantees") on a senior unsecured basis. The
Notes and the Guarantees are collectively referred to herein as the
"Securities". In order to induce the Initial Purchasers to enter into the
Purchase Agreement, the Issuers have agreed to provide the registration rights
set forth in this Agreement for the benefit of the Initial Purchasers and any
subsequent holder or holders of the Securities. The execution and delivery of
this Agreement is a condition to the Initial Purchasers' obligation to purchase
the Securities under the Purchase Agreement.

            The parties hereby agree as follows:

      1. Definitions

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

            Additional Interest: See Section 4 hereof.

            Advice: See the last paragraph of Section 5 hereof.

            Applicable Period: See Section 2 hereof.

            Company: See the introductory paragraphs hereto.

            Effectiveness Date: The 180th day after the Issue Date; provided,
however, that with respect to any Shelf Registration, the Effectiveness Date
shall be the 180th day after the delivery of a Shelf Notice as required pursuant
to Section 2(c) hereof.

            Effectiveness Period: See Section 3 hereof.

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                                      -2-


            Event Date: See Section 4 hereof.

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

            Exchange Notes: See Section 2(a) hereof.

            Exchange Offer: See Section 2(a) hereof.

            Exchange Offer Registration Statement: See Section 2 hereof.

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

            Guarantees: See the introductory paragraphs hereto.

            Guarantors: See the introductory paragraphs hereto.

            Holder: Any holder of a Registrable Note or Registrable Notes.

            Indemnified Person: See Section 7(c) hereof.

            Indemnifying Person: See Section 7(c) hereof.

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

            Initial Purchasers: See the introductory paragraphs hereto.

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

            Inspectors: See Section 5(m) hereof.

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

            Issuers: See the introductory paragraphs hereto.

            NASD: See Section 5(r) hereof.

            Notes: See the introductory paragraphs hereto.

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            Offering Memorandum: The final offering memorandum of the Company
dated March 9, 2001, in respect of the offering of the Securities.

            Participant: See Section 7(a) hereof.

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

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

            Private Exchange: See Section 2(b) hereof.

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

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

            Purchase Agreement: See the introductory paragraphs hereof.

            Records: See Section 5(m) hereof.

            Registrable Notes: Each Security upon its original issuance and at
all times subsequent thereto, each Exchange Note (and the related Guarantee) as
to which Section 2(c)(iv) hereof is applicable upon original issuance and at all
times subsequent thereto and each Private Exchange Note (and the related
Guarantee) upon original issuance thereof and at all times subsequent thereto,
until (i) a Registration Statement (other than, with respect only to any
Exchange Note as to which Section 2(c)(iv) hereof is applicable, the Exchange
Offer Registration Statement) covering such Security, Exchange Note or Private
Exchange Note has been declared effective by the SEC and such Security, Exchange
Note or such Private Exchange Note (and the related guarantees), as the case may
be, has been disposed of in accordance with such effective Registration
Statement, (ii) such Security has been exchanged pursuant to the Exchange Offer
for an Exchange Note or Exchange Notes (and the related guarantees) that may be
resold without restriction under state and federal securities laws, (iii) such
Security, Exchange Note or Private Exchange Note (and the related guarantees),
as the case may be, ceases to be outstanding for purposes of the Indenture or
(iv) such Security,

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Exchange Note or Private Exchange Note (and the related guarantees), as the case
may be, may be resold without restriction pursuant to Rule 144 (or any similar
provision then in force) under the Securities Act.

            Registration Statement: Any registration statement of the Issuers
that covers any of the Notes, the Exchange Notes or the Private Exchange Notes
(and the related guarantees) filed with the SEC under the Securities Act,
including the Prospectus, amendments and supplements to such registration
statement, including post-effective amendments, all exhibits, and all material
incorporated by reference or deemed to be incorporated by reference in such
registration statement.

            Rule 144: Rule 144 promulgated under the Securities Act, as such
Rule may be amended from time to time, or any similar rule (other than Rule
144A) or regulation hereafter adopted by the SEC providing for offers and sales
of securities made in compliance therewith resulting in offers and sales by
subsequent holders that are not affiliates of the issuer of such securities
being free of the registration and prospectus delivery requirements of the
Securities Act.

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

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

            SEC: The Securities and Exchange Commission.

            Securities: See the introductory paragraphs hereto.

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

            Shelf Notice: See Section 2(c) hereof.

            Shelf Registration: See Section 3(b) hereof.

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

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

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                                      -5-


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

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

      2.    Exchange Offer

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

            Each Holder that participates in the Exchange Offer will be
required, as a condition to its participation in the Exchange Offer, to
represent to the Issuers in writing (which may be contained in the applicable
letter of transmittal) that: (i) any Exchange Notes to be

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                                      -6-


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

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

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

            (b) The Issuers shall include within the Prospectus contained in the
Exchange Offer Registration Statement a section entitled "Plan of Distribution,"
reasonably acceptable to the Initial Purchasers, which shall contain a summary
statement of the positions taken or policies made by the staff of the SEC with
respect to the potential "underwriter" status of any broker-dealer that is the
beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of Exchange
Notes received by such broker-dealer in the Exchange Offer (a "Participating
Broker-Dealer"), whether such positions or policies have been publicly
disseminated by the staff of the SEC or such positions or policies represent the
prevailing views of the staff of the SEC. Such "Plan of Distribution" section
shall also expressly permit, to the extent permitted by applicable policies and
regulations of the SEC, the use of the Prospectus by all Persons subject to the
prospectus delivery requirements of the Securities Act, including, to the extent
permitted by applicable policies and regulations of the SEC, all Participating
Broker-Dealers, and include a statement describing the means by which
Participating Broker-Dealers may resell the Exchange Notes in compliance with
the Securities Act.

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                                      -7-


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

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

            In connection with the Exchange Offer, the Issuers shall:

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

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

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

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

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

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

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                                      -8-


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

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

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

            The Exchange Offer and the Private Exchange shall not be subject to
any conditions, other than that (i) the Exchange Offer or the Private Exchange,
as the case may be, does not violate applicable law or any applicable
interpretation of the staff of the SEC, (ii) no action or proceeding shall have
been instituted or threatened in any court or by any governmental agency which
might materially impair the ability of the Issuers to proceed with the Exchange
Offer or the Private Exchange, (iii) all governmental approvals shall have been
obtained, which approvals the Issuers deem necessary for the consummation of the
Exchange Offer or the Private Exchange, (iv) there has not been any material
change, or development involving a prospective material change, in the business
or financial affairs of the Issuers which, in the reasonable judgment of the
Issuers, would materially impair the Issuers' ability to consummate the Exchange
Offer or the Private Exchange, and (v) there has not been proposed, adopted or
enacted any law, statute, rule or regulation which, in the reasonable judgment
of the Issuers, would materially impair the Issuers' ability to consummate the
Exchange Offer or the Private Exchange or have a material adverse effect on the
Issuers if the Exchange Offer or the Private Exchange was consummated. In the
event that the Issuers are unable to consummate the Exchange Offer or the
Private Exchange due to any event listed in clauses (i) through (v) above, the
Issuers shall not be deemed to have breached any covenant under this Section 2.

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

            (c) If (i) because of any change in law or in currently prevailing
interpretations of the staff of the SEC, the Issuers are not permitted to effect
the Exchange Offer, (ii) the Exchange Offer is not consummated within 225 days
of the Issue Date, (iii) a Holder of Pri-

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                                      -9-


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

      3.    Shelf Registration

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

            (a) Shelf Registration. The Issuers shall file with the SEC a
Registration Statement for an offering to be made on a continuous basis pursuant
to Rule 415 covering all of the Registrable Notes not exchanged in the Exchange
Offer, Private Exchange Notes and Exchange Notes as to which Section 2(c)(iv) is
applicable (the "Initial Shelf Registration"). The Issuers shall use all
reasonable efforts to file with the SEC the Initial Shelf Registration on or
before the applicable Filing Date. The Initial Shelf Registration shall be on
Form S-3 or another appropriate form permitting registration of such Registrable
Notes for resale by Holders in the manner or manners designated by them
(including, without limitation, one or more underwritten offerings). The Issuers
shall not permit any securities other than the Registrable Notes to be included
in the Initial Shelf Registration or any Subsequent Shelf Registration (as
defined below).

            The Issuers shall, subject to applicable law or applicable
interpretation of the staff of the SEC, use all reasonable efforts to cause the
Initial Shelf Registration to be declared effective under the Securities Act on
or prior to the Effectiveness Date and to keep the Initial Shelf Registration
continuously effective under the Securities Act until the date which is two
years from the Issue Date or such shorter period ending when (i) all Registrable
Notes covered by the Initial Shelf Registration have been sold in the manner set
forth and as contemplated in the Initial Shelf Registration or cease to be
outstanding, (ii) all Registrable Notes are eligible to be sold to the public
pursuant to Rule 144(k) under the Securities Act or (iii) a Subsequent Shelf
Registration covering all of the Registrable Notes covered by and not sold under
the

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Initial Shelf Registration or an earlier Subsequent Shelf Registration has been
declared effective under the Securities Act (the "Effectiveness Period"),
provided, however, that the Effectiveness Period in respect of the Initial Shelf
Registration shall be extended to the extent required to permit dealers to
comply with the applicable prospectus delivery requirements of Rule 174 under
the Securities Act and as otherwise provided herein.

            No Holder of Registrable Notes may include any of its Registrable
Notes in any Shelf Registration pursuant to this Agreement unless and until such
Holder furnishes to the Company in writing, within 15 business days after
receipt of a request therefor, such information concerning such Holder required
to be included in any Shelf Registration or Prospectus or preliminary prospectus
included therein. No holder of Registrable Notes shall be entitled to Additional
Interest pursuant to Section 4 hereof unless and until such Holder shall have
provided all such information, if so requested. Each Holder of Registrable Notes
as to which any Shelf Registration is being effected agrees to furnish promptly
to the Company all information required to be disclosed so that the information
previously furnished to the Company by such Holder not materially misleading and
does not omit to state a material fact required to be stated therein or
necessary in order to make the statements therein not misleading in light of the
circumstances under which they were made.

            (b) Subsequent Shelf Registrations. If the Initial Shelf
Registration or any Subsequent Shelf Registration ceases to be effective for any
reason at any time during the Effectiveness Period (other than because of the
sale of all of the securities registered thereunder), the Issuers shall use
their reasonable best efforts to obtain the prompt withdrawal of any order
suspending the effectiveness thereof, and in any event shall within 30 days of
such cessation of effectiveness amend the Initial Shelf Registration in a manner
to obtain the withdrawal of the order suspending the effectiveness thereof, or
file an additional "shelf" Registration Statement pursuant to Rule 415 covering
all of the Registrable Notes covered by and not sold under the Initial Shelf
Registration or an earlier Subsequent Shelf Registration (each, a "Subsequent
Shelf Registration"). If a Subsequent Shelf Registration is filed, the Issuers
shall use all reasonable efforts to cause the Subsequent Shelf Registration to
be declared effective under the Securities Act as soon as practicable after such
filing and to keep such subsequent Shelf Registration continuously effective for
a period equal to the number of days in the Effectiveness Period less the
aggregate number of days during which the Initial Shelf Registration or any
Subsequent Shelf Registration was previously continuously effective. As used
herein the term "Shelf Registration" means the Initial Shelf Registration and
any Subsequent Shelf Registration.

            (c) Supplements and Amendments. The Issuers shall promptly
supplement and amend any Shelf Registration if required by the rules,
regulations or instructions applicable to the registration form used for such
Shelf Registration, if required by the Securities Act, or if reasonably
requested by the Holders of a majority in aggregate principal amount of the

<PAGE>   12
                                      -11-


Registrable Notes covered by such Registration Statement or by any underwriter
of such Registrable Notes, provided, however, that the Issuers shall not be
required to supplement or amend any Shelf Registration upon the request of a
Holder or any underwriter if such requested supplement or amendment would, in
the good faith judgment of the Company, violate the Securities Act, the Exchange
Act or the rules and regulations promulgated thereunder.

      4.    Additional Interest

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

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

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

                  (iii) if (A) the Issuers have not exchanged Exchange Notes for
      all Securities validly tendered in accordance with the terms of the
      Exchange Offer on or prior to the 45th day after the date on which the
      applicable Exchange Offer Registration

<PAGE>   13
                                      -12-


      Statement or Shelf Registration is declared effective or (B) if
      applicable, a Shelf Registration has been declared effective and such
      Shelf Registration ceases to be effective at any time prior to the second
      anniversary of the Issue Date (other than after such time as all Notes
      have been disposed of thereunder or all Notes are eligible to be sold
      pursuant to Rule 144(k)), then Additional Interest shall accrue on the
      principal amount of the Securities at a rate of 0.50% per annum for the
      first 90 days commencing on (x) the 46th day after such effective date, in
      the case of (A) above, or (y) the day such Shelf Registration ceases to be
      effective, in the case of (B) above, and such Additional Interest rate
      shall increase by an additional 0.50% per annum at the beginning of each
      such subsequent 90-day period;

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

            (b) The Issuers shall notify the Trustee within three business days
after each and every date on which an event occurs in respect of which
Additional Interest is required to be paid (an "Event Date"). Any amounts of
Additional Interest due pursuant to clauses (a)(i), (a)(ii) or (a)(iii) of this
Section 4 will be payable in cash semiannually on each April 1 and October 1 (to
the holders of record on the March 15 and September 15 immediately preceding
such dates), commencing with the first such date occurring after any such
Additional Interest commences to accrue. The amount of Additional Interest will
be determined by multiplying the applicable Additional Interest rate by the
principal amount of the Registrable Notes, multiplied by a fraction, the
numerator of which is the number of days such Additional Interest rate was
applicable during such period (determined on the basis of a 360-day year
comprised of twelve 30-day months and, in the case of a partial month, the
actual number of days elapsed), and the denominator of which is 360.

      5.    Registration Procedures

            In connection with the filing of any Registration Statement pursuant
to Sections 2 or 3 hereof, the Issuers shall effect such registrations to permit
the sale of the securities

<PAGE>   14
                                      -13-


covered thereby in accordance with the intended method or methods of disposition
thereof, and pursuant thereto and in connection with any Registration Statement
filed by the Issuers hereunder each of the Issuers shall:

            (a) Prepare and file with the SEC no later than 90 days after the
Issue Date, a Registration Statement or Registration Statements as prescribed by
Sections 2 or 3 hereof, and use all reasonable efforts to cause each such
Registration Statement to become effective and remain effective as provided
herein; provided, however, that, if (1) such filing is pursuant to Section 3
hereof, or (2) a Prospectus contained in the Exchange Offer Registration
Statement filed pursuant to Section 2 hereof is required to be delivered under
the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange
Notes during the Applicable Period relating thereto, before filing any
Registration Statement or Prospectus or any amendments or supplements thereto,
the Issuers shall furnish to and afford the Holders of the Registrable Notes
included in such Registration Statement or each such Participating
Broker-Dealer, as the case may be, their counsel and the managing underwriters,
if any, a reasonable opportunity to review copies of all such documents
(including copies of any documents to be incorporated by reference therein and
all exhibits thereto) proposed to be filed (in each case at least five days
prior to such filing, or such later date as is reasonable under the
circumstances). The Issuers shall not file any Registration Statement or
Prospectus or any amendments or supplements thereto if the Holders of a majority
in aggregate principal amount of the Registrable Notes included in such
Registration Statement, or any such Participating Broker-Dealer, as the case may
be, their counsel, or the managing underwriters, if any, shall reasonably object
(orally or in writing) within five days after receipt thereof.

            (b) Prepare and file with the SEC such amendments and post-effective
amendments to each Shelf Registration or Exchange Offer Registration Statement,
as the case may be, as may be necessary to keep such Registration Statement
continuously effective for the Effectiveness Period or the Applicable Period, as
the case may be; cause the related Prospectus to be supplemented by any
Prospectus supplement required by applicable law, and as so supplemented to be
filed pursuant to Rule 424 (or any similar provisions then in force) promulgated
under the Securities Act; and comply with the provisions of the Securities Act
and the Exchange Act applicable to each of them with respect to the disposition
of all securities covered by such Registration Statement as so amended or in
such Prospectus as so supplemented and with respect to the subsequent resale of
any securities being sold by a Participating Broker-Dealer covered by any such
Prospectus. The Issuers shall be deemed not to have used their reasonable best
efforts to keep a Registration Statement effective during the Effectiveness
Period or the Applicable Period, as the case may be, relating thereto if any
Issuer voluntarily takes any action that would result in selling Holders of the
Registrable Notes covered thereby or Participating Broker-Dealers seeking to
sell Exchange Notes not being able to sell such Registrable Notes or such
Exchange Notes during that period unless such action is required by applicable
law or permitted by this Agreement.

<PAGE>   15
                                      -14-


            (c) If (1) a Shelf Registration is filed pursuant to Section 3
hereof, or (2) a Prospectus contained in the Exchange Offer Registration
Statement filed pursuant to Section 2 hereof is required to be delivered under
the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange
Notes during the Applicable Period relating thereto from whom the Issuers have
received written notice that it will be a Participating Broker-Dealer in the
Exchange Offer, notify the selling Holders of Registrable Notes, or each such
Participating Broker-Dealer, as the case may be, their counsel and the managing
underwriters, if any, promptly (but in any event within two business days), and
confirm such notice in writing, (i) when a Prospectus or any Prospectus
supplement or post-effective amendment has been filed, and, with respect to any
applicable Registration Statement or any post-effective amendment, when the same
has become effective under the Securities Act (including in such notice a
written statement that any Holder may, upon request in writing, obtain, at the
sole expense of the Issuers, one conformed copy of such Registration Statement
or post-effective amendment including financial statements and schedules,
documents incorporated or deemed to be incorporated by reference and exhibits),
(ii) of the issuance by the SEC of any stop order suspending the effectiveness
of a Registration Statement or of any order preventing or suspending the use of
any preliminary prospectus or the initiation of any proceedings for that
purpose, (iii) if at any time when a prospectus is required by the Securities
Act to be delivered in connection with sales of the Registrable Notes or resales
of Exchange Notes by Participating Broker-Dealers the representations and
warranties of the Issuers contained in any agreement (including any underwriting
agreement) contemplated by Section 5(l) hereof cease to be true and correct in
all material respects, (iv) of the receipt by any Issuer of any notification
with respect to the suspension of the qualification or exemption from
qualification of a Registration Statement or any of the Registrable Notes or the
Exchange Notes to be sold by any Participating Broker-Dealer for offer or sale
in any jurisdiction, or the initiation or threatening of any proceeding for such
purpose, (v) of the happening of any event, the existence of any condition or
any information becoming known that makes any statement made in such
Registration Statement or related Prospectus or any document incorporated or
deemed to be incorporated therein by reference untrue in any material respect or
that requires the making of any changes in or amendments or supplements to such
Registration Statement, Prospectus or documents so that, in the case of the
Registration Statement, it will not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading, and that in the case of the
Prospectus, it will not contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading, and (vi) of the Issuers' determination that a post-effective
amendment to a Registration Statement would be appropriate.

            (d) If (1) a Shelf Registration is filed pursuant to Section 3
hereof, or (2) a Prospectus contained in the Exchange Offer Registration
Statement filed pursuant to Section 2

<PAGE>   16
                                      -15-


hereof is required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, use
all reasonable efforts to prevent the issuance of any order suspending the
effectiveness of a Registration Statement or of any order preventing or
suspending the use of a Prospectus or suspending the qualification (or exemption
from qualification) of any of the Registrable Notes or the Exchange Notes to be
sold by any Participating Broker-Dealer, for sale in any jurisdiction, and, if
any such order is issued, to use all reasonable efforts to obtain the withdrawal
of any such order at the earliest possible moment.

            (e) If a Shelf Registration is filed pursuant to Section 3 and if
requested by the managing underwriter or underwriters (if any), the Holders of a
majority in aggregate principal amount of the Registrable Notes being sold in
connection with an underwritten offering or any Participating Broker-Dealer, (i)
as promptly as practicable incorporate in a prospectus supplement or
post-effective amendment such information as the managing underwriter or
underwriters (if any), such Holders, any Participating Broker-Dealer or counsel
for any of them reasonably request to be included therein, provided, however,
that the Issuers shall not be required to include any such information upon the
request of a Holder or any underwriter if the inclusion of such information
would, in the good faith judgment of the Company, violate the Securities Act,
the Exchange Act or the rules and regulations promulgated thereunder, (ii) make
all required filings of such prospectus supplement or such post-effective
amendment as soon as practicable after an Issuer has received notification of
the matters to be incorporated in such prospectus supplement or post-effective
amendment, and (iii) supplement or make amendments to such Registration
Statement.

            (f) If (1) a Shelf Registration is filed pursuant to Section 3
hereof, or (2) a Prospectus contained in the Exchange Offer Registration
Statement filed pursuant to Section 2 hereof is required to be delivered under
the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange
Notes during the Applicable Period, furnish to each selling Holder of
Registrable Notes, a single counsel to such Holders (chosen in accordance with
Section 6(b)) and to each such Participating Broker-Dealer who so requests and
to its counsel and each managing underwriter, if any, at the sole expense of the
Issuers, one conformed copy of the Registration Statement or Registration
Statements and each post-effective amendment thereto, including financial
statements and schedules, and, if requested in writing one copy of any document
incorporated or deemed to be incorporated therein by reference and one copy of
any exhibit.

            (g) If (1) a Shelf Registration is filed pursuant to Section 3
hereof, or (2) a Prospectus contained in the Exchange Offer Registration
Statement filed pursuant to Section 2 hereof is required to be delivered under
the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange
Notes during the Applicable Period, deliver to each selling Holder of
Registrable Notes, a single counsel to such Holders (chosen in accordance with
Section

<PAGE>   17
                                      -16-


6(b)), or each such Participating Broker-Dealer and its counsel, as the case may
be, and the underwriters, if any, at the sole expense of the Issuers, as many
copies of the Prospectus or Prospectuses (including each form of preliminary
prospectus) and each amendment or supplement thereto and if requested in
writing, any documents incorporated by reference therein as such Persons may
reasonably request; and, subject to the last paragraph of this Section 5, the
Issuers hereby consent to the use of such Prospectus and each amendment or
supplement thereto (provided the manner of such use complies with any
limitations resulting from any applicable state securities "Blue Sky" laws as
provided in writing to such Holders by the Company and subject to the provisions
of this Agreement) by each of the selling Holders of Registrable Notes or each
such Participating Broker-Dealer, as the case may be, and the underwriters or
agents, if any, and dealers (if any), in connection with the offering and sale
of the Registrable Notes covered by, or the sale by Participating Broker-Dealers
of the Exchange Notes pursuant to, such Prospectus and any amendment or
supplement thereto.

            (h) Prior to any public offering of Registrable Notes or any
delivery of a Prospectus contained in the Exchange Offer Registration Statement
by any Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period, use its all reasonable efforts to register or qualify, and to
cooperate with the selling Holders of Registrable Notes or each such
Participating Broker-Dealer, as the case may be, the managing underwriter or
underwriters, if any, and their respective counsel in connection with the
registration or qualification (or exemption from such registration or
qualification) of such Registrable Notes for offer and sale under the securities
or Blue Sky laws of such jurisdictions within the United States as any selling
Holder, Participating Broker-Dealer, or the managing underwriter or underwriters
reasonably request in writing; provided, however, that where Exchange Notes held
by Participating Broker-Dealers or Registrable Notes are offered other than
through an underwritten offering, the Issuers agree to cause their counsel to
perform Blue Sky investigations and file registrations and qualifications
required to be filed pursuant to this Section 5(h), keep each such registration
or qualification (or exemption therefrom) effective during the period such
Registration Statement is required to be kept effective and do any and all other
acts or things reasonably necessary or advisable to enable the disposition in
such jurisdictions of the Exchange Notes held by Participating Broker-Dealers or
the Registrable Notes covered by the applicable Registration Statement;
provided, however, that no Issuer shall be required to (A) qualify generally to
do business in any jurisdiction where it is not then so qualified, (B) take any
action that would subject it to general service of process in any such
jurisdiction where it is not then so subject or (C) subject itself to taxation
in any such jurisdiction where it is not then so subject.

            (i) If a Shelf Registration is filed pursuant to Section 3 hereof,
cooperate with the selling Holders of Registrable Notes and the managing
underwriter or underwriters, if any, to facilitate the timely preparation and
delivery of certificates representing Registrable Notes to be sold, which
certificates shall not bear any restrictive legends and shall be in a

<PAGE>   18
                                      -17-


form eligible for deposit with The Depository Trust Company; and enable such
Registrable Notes to be in such denominations and registered in such names as
the managing underwriter or underwriters, if any, or selling Holders may
reasonably request.

            (j) If (1) a Shelf Registration is filed pursuant to Section 3
hereof, or (2) a Prospectus contained in the Exchange Offer Registration
Statement filed pursuant to Section 2 hereof is required to be delivered under
the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange
Notes during the Applicable Period, upon the occurrence of any event
contemplated by paragraph 5(c)(v) or 5(c)(vi) hereof, as promptly as practicable
prepare and (subject to Section 5(a) hereof) file with the SEC, at the sole
expense of the Issuers, a supplement or post-effective amendment to the
Registration Statement or a supplement to the related Prospectus or any document
incorporated or deemed to be incorporated therein by reference, or file any
other required document so that, as thereafter delivered to the purchasers of
the Registrable Notes being sold thereunder or to the purchasers of the Exchange
Notes to whom such Prospectus will be delivered by a Participating
Broker-Dealer, any such Prospectus will not contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading. Notwithstanding the foregoing, the Issuers
shall not be required to amend or supplement a Registration Statement, any
related Prospectus or any document incorporated therein by reference, in the
event that an event occurs and is continuing as a result of which the Shelf
Registration would, in the good faith judgment of the Company, contain an untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements therein, in the light of the circumstances under which
they were made, not misleading, or, for a period not to exceed an aggregate of
60 days in any calendar year, (a) the Company determines in its good faith
judgment that the disclosure of such event at such time would have a material
adverse effect on the business, operations or prospects of the Company or (b)
the disclosure otherwise relates to a pending material business transaction that
has not yet been publicly disclosed.

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

            (l) In connection with any underwritten offering of Registrable
Notes pursuant to a Shelf Registration, enter into an underwriting agreement as
is customary in underwritten offerings of debt securities similar to the
Securities in form and substance reasonably satisfactory to the Issuers and take
all such other actions as are reasonably requested by the managing underwriter
or underwriters in order to expedite or facilitate the registration or the
disposition of such Registrable Notes and, in such connection, (i) make such
representations and warranties to, and covenants with, the underwriters with
respect to the business of the Is-

<PAGE>   19
                                      -18-


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

            (m) If (1) a Shelf Registration is filed pursuant to Section 3
hereof, or (2) a Prospectus contained in the Exchange Offer Registration
Statement filed pursuant to Section 2 hereof is required to be delivered under
the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange
Notes during the Applicable Period, make available for inspection by any selling
Holder of such Registrable Notes being sold, or each such Participating
Broker-Dealer, as the case may be, any underwriter participating in any such
disposition of Registrable Notes, if any, and any attorney, accountant or other
agent retained by any such selling Holder or each such Participating
Broker-Dealer, as the case may be, or underwriter (collectively, the
"Inspectors"), at the offices where normally kept, during reasonable business
hours, all financial and other records, pertinent corporate documents and
instruments of the Issuers and subsidiaries of the Issuers (collectively, the
"Records") as shall be reasonably necessary to enable them to exercise any
applicable due diligence responsibilities, and cause the officers,

<PAGE>   20
                                      -19-


directors and employees of the Issuers and any of their subsidiaries to supply
all information reasonably requested by any such Inspector in connection with
such Registration Statement and Prospectus. The foregoing inspection and
information gathering shall be coordinated on behalf of the other parties by one
counsel designated by such parties as described in Section 6(b) hereof. Each
Inspector shall agree in writing that it will keep the Records confidential and
that it will not disclose any of the Records that the Issuers determine, in good
faith, to be confidential unless (i) the release of such Records is ordered
pursuant to a subpoena or other order from a court of competent jurisdiction, or
(ii) the information in such Records has been made generally available to the
public other than through the acts of such Inspector; provided, however, that
prior notice shall be provided as soon as practicable to the Issuers of the
potential disclosure of any information by such Inspector pursuant to clause (i)
of this sentence to permit the Issuers to obtain a protective order or take
other appropriate action to prevent the disclosure of such information at the
Issuers' sole expense (or waive the provisions of this paragraph (m)) and that
such Inspector shall take such actions as are reasonably necessary to protect
the confidentiality of such information (if practicable) to the extent such
action is otherwise not inconsistent with, an impairment of or in derogation of
the rights and interests of the Holder or any Inspector.

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

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

<PAGE>   21
                                      -20-


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

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

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

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

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

            Each Holder of Registrable Notes and each Participating
Broker-Dealer agrees by its acquisition of such Registrable Notes or Exchange
Notes to be sold by such Participating Broker-Dealer, as the case may be, that,
upon actual receipt of any notice from the Issuers

<PAGE>   22
                                      -21-


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

      6.    Registration Expenses

            (a) All fees and expenses incident to the performance of or
compliance with this Agreement by the Issuers (other than any underwriting
discounts or commissions which shall not be borne by the Issuers) shall be borne
by the Issuers including, without limitation, (i) all registration and filing
fees (including, without limitation, (A) fees with respect to filings required
to be made with the NASD in connection with an underwritten offering and (b)
reasonable fees and expenses of compliance with state securities or Blue Sky
laws (including, without limitation, fees and disbursements of one counsel in
connection with Blue Sky qualifications of the Registrable Notes or Exchange
Notes and determination of the eligibility of the Registrable Notes or Exchange
Notes for investment under the laws of such jurisdictions (x) where the holders
of Registrable Notes are located, in the case of the Exchange Notes, or (y) as
provided in Section 5(h) hereof, in the case of Registrable Notes or Exchange
Notes to be sold by a Participating Broker-Dealer during the Applicable
Period)), (ii) printing expenses, including, without limitation, expenses of
printing certificates for Registrable Notes or Exchange Notes in a form eligible
for deposit with The Depository Trust Company and of printing prospectuses if
the printing of prospectuses is requested by the managing underwriter or
underwriters, if any, by the Holders of a majority in aggregate principal amount
of the Registrable Notes included in any Registration Statement or in respect of
Registrable Notes or Exchange Notes to be sold by any Participating
Broker-Dealer during the Applicable Period, as the case may be, (iii) messenger,
telephone and delivery expenses, (iv) fees and disbursements of counsel for the
Issuers, (v) fees and disbursements of all independent certified public
accountants referred to in Section 5(l)(iii) hereof (including, without
limitation, the expenses of any special audit and "cold comfort" letters
required by or incident to such performance), (vi) Securities Act liability
insurance, if the Issuers desire such insurance, (vii) fees and expenses of all
other Persons retained by the Issuers, (viii) internal expenses of the Issuers
(including, without limitation, all salaries and expenses of officers and
employees of the Issu-

<PAGE>   23
                                      -22-


ers performing legal or accounting duties), (ix) the expense of any annual
audit, (x) any fees and expenses incurred in connection with the listing of the
securities to be registered on any securities exchange, and the obtaining of a
rating of the securities, in each case, if applicable, and (xi) the expenses
relating to printing, word processing and distributing all Registration
Statements, underwriting agreements, indentures and any other documents
necessary in order to comply with this Agreement.

            (b) The Issuers shall reimburse the Holders of the Registrable Notes
being registered in a Shelf Registration or the reasonable fees and
disbursements of not more than one counsel (in addition to appropriate local
counsel) chosen by the Holders of a majority in aggregate principal amount of
the Registrable Notes to be included in such Registration Statement. In
addition, the Issuers shall reimburse the Initial Purchasers for the reasonable
fees and expenses of one counsel in connection with the Exchange Offer, which
shall be Cahill Gordon & Reindel, and shall not be required to pay any other
legal expenses in connection therewith.

      7.    Indemnification

            (a) Each of the Issuers, jointly and severally, agrees to indemnify
and hold harmless each Holder of Registrable Notes and each Participating
Broker-Dealer selling Exchange Notes during the Applicable Period, the
affiliates, officers, directors, representatives, employees and agents of each
such Person, and each Person, if any, who controls any such Person within the
meaning of either Section 15 of the Securities Act or Section 20 of the Exchange
Act (each, a "Participant"), from and against any and all losses, claims,
damages, judgments, liabilities and expenses (including, without limitation, the
reasonable legal fees and other expenses actually incurred in connection with
any suit, action or proceeding or any claim asserted) caused by, arising out of
or based upon any untrue statement or alleged untrue statement of a material
fact contained in any Registration Statement (or any amendment thereto) or
Prospectus (as amended or supplemented if the Issuers shall have furnished any
amendments or supplements thereto) or any preliminary prospectus, or caused by,
arising out of or based upon any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein, in the case of the Prospectus in light of the circumstances under which
they were made, not misleading, except insofar as such losses, claims, damages
or liabilities are caused by any untrue statement or omission or alleged untrue
statement or omission made in reliance upon and in conformity with information
relating to any Participant furnished to the Issuers in writing by such
Participant expressly for use therein and with respect to any preliminary
Prospectus, or except to the extent that any such loss, claim, damage or
liability arises solely from the fact that any Participant sold Notes to a
person to whom there was not sent or given a copy of the Prospectus (as amended
or supplemented) at or prior to the written confirmation of such sale if the
Issuers shall have previ-

<PAGE>   24
                                      -23-


ously furnished copies thereof to the Participant in accordance herewith and the
Prospectus (as amended or supplemented) would have corrected any such untrue
statement or omission.

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

            (c) If any suit, action, proceeding (including any governmental or
regulatory investigation), claim or demand shall be brought or asserted against
any Person in respect of which indemnity may be sought pursuant to either of the
two preceding paragraphs, such Person (the "Indemnified Person") shall promptly
notify the Persons against whom such indemnity may be sought (the "Indemnifying
Persons") in writing, and the Indemnifying Persons, upon request of the
Indemnified Person, shall retain counsel reasonably satisfactory to the
Indemnified Person to represent the Indemnified Person and any others entitled
to indemnification pursuant to this Section 7 that the Indemnifying Person may
reasonably designate in such proceeding and shall pay the reasonable fees and
expenses actually incurred by such counsel related to such proceeding; provided,
however, that the failure to so notify the Indemnifying Persons will not relieve
it from any liability under paragraph (a) or (b) above unless and to the extent
such failure results in the forfeiture by the Indemnifying Person of substantial
rights and defenses and the Indemnifying Person was not otherwise aware of such
action or claim. In any such proceeding, any Indemnified Person shall have the
right to retain its own counsel, but the fees and expenses of such counsel shall
be at the expense of such Indemnified Person unless (i) the Indemnifying Persons
and the Indemnified Person shall have mutually agreed to the contrary in
writing, (ii) the Indemnifying Persons shall have failed within a reasonable
period of time to retain counsel reasonably satisfactory to the Indemnified
Person or (iii) the named parties in any such proceeding (including any
impleaded parties) include both any Indemnifying Person and the Indemnified
Person and representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them. It is
understood that the Indemnifying Persons shall not, in connection with such
proceeding or separate but substantially similar related proceeding in the same
jurisdiction arising out of the same general allegations, be liable for the fees
and expenses of more than one separate firm (in addition to any local counsel)
for all Indemnified Persons, and that all such fees and expenses shall be
reimbursed promptly as they are incurred. Any such separate firm for the
Participants and such control Persons of Participants shall be designated

<PAGE>   25
                                      -24-


in writing by Participants who sold a majority in interest of Registrable Notes
and Exchange Notes sold by all such Participants and shall be reasonably
acceptable to the Issuers, and any such separate firm for the Issuers, their
affiliates, officers, directors, representatives, employees and agents and such
control Persons of such Issuer shall be designated in writing by such Issuer and
shall be reasonably acceptable to the Holders.

            The Indemnifying Person shall not be liable for any settlement of
any proceeding effected without its prior written consent (which consent shall
not be unreasonably withheld or delayed), but if settled with such consent or if
there be a final non-appealable judgment for the plaintiff for which the
Indemnified Person is entitled to indemnification pursuant to this Agreement,
each Indemnifying Person agrees to indemnify and hold harmless each Indemnified
Person from and against any loss or liability by reason of such settlement or
judgment. No Indemnifying Person shall, without the prior written consent of the
Indemnified Person (which consent shall not be unreasonably withheld or
delayed), effect any settlement or compromise of any pending or threatened
proceeding in respect of which any Indemnified Person is or could have been a
party, or indemnity could have been sought hereunder by such Indemnified Person,
unless such settlement (A) includes an unconditional written release of such
Indemnified Person, in form and substance reasonably satisfactory to such
Indemnified Person, from all liability on claims that are the subject matter of
such proceeding and (B) does not include any statement as to an admission of
fault, culpability or failure to act by or on behalf of such Indemnified Person.

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

<PAGE>   26
                                      -25-


            (e) The parties agree that it would not be just and equitable if
contribution pursuant to this Section 7 were determined by pro rata allocation
(even if the Participants were treated as one entity for such purpose) or by any
other method of allocation that does not take account of the equitable
considerations referred to in the immediately preceding paragraph. The amount
paid or payable by an Indemnified Person as a result of the losses, claims,
damages, judgments, liabilities and expenses referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set
forth above, any reasonable legal or other expenses actually incurred by such
Indemnified Person in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this Section 7, in no event shall a
Participant be required to contribute any amount in excess of the amount by
which proceeds received by such Participant from sales of Registrable Notes or
Exchange Notes, as the case may be, exceeds the amount of any damages that such
Participant has otherwise been required to pay or has paid by reason of such
untrue or alleged untrue statement or omission or alleged omission. No Person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any Person who was
not guilty of such fraudulent misrepresentation.

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

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

      8.    Rules 144 and 144A

            Each of the Issuers covenants and agrees that it will file the
reports required to be filed by it under the Securities Act and the Exchange Act
and the rules and regulations adopted by the SEC thereunder in a timely manner
in accordance with the requirements of the Securities Act and the Exchange Act
and, for so long as any Registrable Notes remain outstanding, and if such Issuer
is not required to file such reports, such Issuer will, upon the request of any
Holder or beneficial owner of Registrable Notes, make available such information
of the type specified in Sections 13 and 15(d) of the Exchange Act. Each of the
Issuers further covenants and agrees, for so long as any Registrable Notes
remain outstanding, to

<PAGE>   27
                                      -26-


make available to any Holder or beneficial owner of Registrable Notes in
connection with any sale thereof and any prospective purchaser of such
Registrable Notes from such Holder or beneficial owner the information required
by Rule 144A(d)(4) and 144(c) under the Securities Act in order to permit
resales of such Registrable Notes pursuant to Rule 144A and Rule 144(k).

      9.    Underwritten Registrations

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

            No Holder of Registrable Notes may participate in any underwritten
registration hereunder unless such Holder (a) agrees to sell such Holder's
Registrable Notes on the basis provided in any underwriting arrangements
approved by the Persons entitled hereunder to approve such arrangements and (b)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents required under the terms of such
underwriting arrangements.

      10.   Miscellaneous

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

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

<PAGE>   28
                                      -27-


            (c) Amendments and Waivers. The provisions of this Agreement may not
be amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, otherwise than with the prior written
consent of (I) the Issuers and (II)(A) the Holders of not less than a majority
in aggregate principal amount of the then outstanding Registrable Notes and (B)
in circumstances that would adversely affect the Participating Broker-Dealers
holding not less than a majority in aggregate principal amount of the Exchange
Notes held by all Participating Broker-Dealers; provided, however, that Section
7 and this Section 10(c) may not be amended, modified or supplemented without
the prior written consent of each Holder and each Participating Broker-Dealer
(including any person who was a Holder or Participating Broker-Dealer of
Registrable Notes or Exchange Notes, as the case may be, disposed of pursuant to
any Registration Statement) affected by any such amendment, modification or
supplement. Notwithstanding the foregoing, a waiver or consent to depart from
the provisions hereof with respect to a matter that relates exclusively to the
rights of Holders of Registrable Notes whose securities are being sold pursuant
to a Registration Statement and that does not directly or indirectly affect,
impair, limit or compromise the rights of other Holders of Registrable Notes may
be given by Holders of at least a majority in aggregate principal amount of the
Registrable Notes being sold pursuant to such Registration Statement.

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

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

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

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

<PAGE>   29
                                      -28-


                                   with copies to:

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

            All such notices and communications shall be deemed to have been
duly given: when delivered by hand, if personally delivered; five business days
after being deposited in the mail, postage prepaid, if mailed; one business day
after being timely delivered to a next-day air courier; and when transmission is
confirmed, if sent by facsimile.

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

            (e) Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the parties
hereto, the Holders and the Participating Broker-Dealers; provided, however,
that nothing herein shall be deemed to permit any assignment, transfer or other
disposition of Registrable Notes in violation of the terms of the Purchase
Agreement or the Indenture.

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

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

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

<PAGE>   30
                                      -29-


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

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

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

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

<PAGE>   31


                                       S-1


            WITNESS the due execution hereof by the respective duly authorized
officers of the undersigned as of the date first written above.

                               FLEMING COMPANIES, INC.,
                                  as Issuer


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


                               ABCO FOOD GROUP, INC.,
                                  as Guarantor


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


                               ABCO MARKETS, INC.,
                                  as Guarantor


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


                               ABCO REALTY CORP.,
                                  as Guarantor


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

<PAGE>   32
                                       S-2


                               AG, L.L.C.,
                                  as Guarantor


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


                               AMERICAN LOGISTICS GROUP, INC.,
                                  as Guarantor


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


                               BAKER'S FOOD GROUP, INC.,
                                  as Guarantor


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


                               DUNIGAN FUELS, INC.,
                                  as Guarantor


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


                               FAVAR CONCEPTS, LTD.,
                                  as Guarantor


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

<PAGE>   33
                                       S-3


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


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


                               FLEMING INTERNATIONAL LTD.,
                                  as Guarantor


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


                               FLEMING SUPERMARKETS OF FLORIDA,
                                  INC., as Guarantor


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


                               FLEMING TRANSPORTATION SERVICE,
                                  INC., as Guarantor


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


                               FLEMING WHOLESALE, INC.,
                                  as Guarantor


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

<PAGE>   34
                                       S-4


                               FUELSERV, INC.,
                                  as Guarantor


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


                               GATEWAY INSURANCE AGENCY, INC.,
                                  as Guarantor


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


                               LAS, INC.,
                                  as Guarantor


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


                               PIGGLY WIGGLY COMPANY,
                                  as Guarantor


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


                               PROGRESSIVE REALTY, INC.,
                                  as Guarantor


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

<PAGE>   35
                                       S-5


                               RAINBOW FOOD GROUP, INC.,
                                  as Guarantor


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


                               RETAIL INVESTMENTS, INC.,
                                  as Guarantor


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


                               RETAIL SUPERMARKETS, INC.,
                                  as Guarantor


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


                               RFS MARKETING SERVICES, INC.,
                                  as Guarantor


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


                               RICHMAR FOODS, INC.,
                                  as Guarantor


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

<PAGE>   36
                                       S-6


                               SCRIVNER TRANSPORTATION, INC.,
                                  as Guarantor


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

<PAGE>   37
                                       S-7


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

DEUTSCHE BANC ALEX. BROWN, INC.
   as Initial Purchaser


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


By: /s/ David J. Flannery
    -----------------------------------
    Name:  David J. Flannery
    Title: Managing Director


BEAR, STEARNS & CO. INC.
   as Initial Purchaser


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


LEHMAN BROTHERS INC.
   as Initial Purchaser


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


CHASE SECURITIES INC.
   as Initial Purchaser


By: /s/ Ira Ginsburg
    -----------------------------------
    Name:  Ira Ginsburg
    Title: Vice President

<PAGE>   38
                                       S-8


UBS WARBURG LLC
   as Initial Purchaser


By: /s/ Robert Parsons
    -----------------------------------
    Name:  Robert Parsons
    Title: Managing Director


By: /s/ Frank Hoener
    -----------------------------------
    Name:  Frank Hoener
    Title: Associate Director