<PAGE>

                                                                    EXHIBIT 4.21

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                          REGISTRATION RIGHTS AGREEMENT



                           Dated as of April 15, 2002

                                      Among

                             FLEMING COMPANIES, INC.

                                       and

                          THE GUARANTORS NAMED HEREIN,

                                   as Issuers,


                                       and

                      THE INITIAL PURCHASERS NAMED HEREIN,

                    9 7/8% Senior Subordinated Notes due 2012



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<PAGE>



                          REGISTRATION RIGHTS AGREEMENT


                  This Registration Rights Agreement (this "Agreement") is dated
as of April 15, 2002, 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 April 3, 2002, 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 $260,000,000 aggregate
principal amount of the Company's 9 7/8% Senior Subordinated Notes due 2012 (the
"Notes"), guaranteed by the Guarantors (the "Guarantees") on a senior
subordinated basis. The Notes and the Guarantees are collectively referred to
herein as the "Securities". In order to induce the Initial Purchasers to enter
into the Purchase Agreement, the Issuers have agreed to provide the registration
rights set forth in this Agreement for the benefit of the Initial Purchasers and
any subsequent holder or holders of the Securities. The execution and delivery
of this Agreement is a condition to the Initial Purchasers' obligation to
purchase the Securities under the Purchase Agreement.

                  The parties hereby agree as follows:

          1.      Definitions

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

                  Additional Interest:  See Section 4 hereof.

                  Advice:  See the last paragraph of Section 5 hereof.

                  Applicable Period:  See Section 2 hereof.

                  Company:  See the introductory paragraphs hereto.

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

<PAGE>
                                      -2-


                  Effectiveness Period:  See Section 3 hereof.

                  Event Date:  See Section 4 hereof.

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

                  Exchange Notes:  See Section 2(a) hereof.

                  Exchange Offer:  See Section 2(a) hereof.

                  Exchange Offer Registration Statement:  See Section 2 hereof.

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

                  Guarantees:  See the introductory paragraphs hereto.

                  Guarantors:  See the introductory paragraphs hereto.

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

                  Indemnified Person:  See Section 7(c) hereof.

                  Indemnifying Person:  See Section 7(c) hereof.

                  Indenture: The Indenture, dated as of April 15, 2002, by and
among the Issuers and Manufacturers and Traders Trust Company, as trustee,
pursuant to which the Securities are being issued, as the same may be amended or
supplemented from time to time in accordance with the terms thereof.

                  Initial Purchasers:  See the introductory paragraphs hereto.

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

                  Inspectors:  See Section 5(m) hereof.

                  Issue Date: April 15, 2002, the date of original issuance of
the Notes.

                  Issuers:  See the introductory paragraphs hereto.
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                                      -3-


                  NASD:  See Section 5(r) hereof.

                  Notes:  See the introductory paragraphs hereto.

                  Offering Memorandum: The final offering memorandum of the
Company dated April 3, 2002, 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)

<PAGE>
                                      -4-


that may be resold without restriction under state and federal securities laws,
(iii) such Security, Exchange Note or Private Exchange Note (and the related
guarantees), as the case may be, ceases to be outstanding for purposes of the
Indenture or (iv) such Security, Exchange Note or Private Exchange Note (and the
related guarantees), as the case may be, may be resold without restriction
pursuant to Rule 144 (or any similar provision then in force) under the
Securities Act.

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

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

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

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

                  SEC:  The Securities and Exchange Commission.

                  Securities:  See the introductory paragraphs hereto.

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

                  Shelf Notice:  See Section 2(c) hereof.

                  Shelf Registration:  See Section 3(b) hereof.

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

                  TIA:  The Trust Indenture Act of 1939, as amended.
<PAGE>
                                      -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 received by it will be
acquired in the ordinary course of its business, (ii) at the time of the
commencement


<PAGE>
                                      -6-


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.
<PAGE>
                                      -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:
<PAGE>
                                      -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 (or 255 days if the Effectiveness
Date is 210 days after the Issue Date), (iii) a Holder of Private Exchange Notes
notifies the Company in writing within 60 days after the consummation of the
Exchange Offer

<PAGE>
                                      -9-


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 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

<PAGE>
                                      -10-


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
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

<PAGE>
                                      -11-


Shelf Registration upon the request of a Holder or any underwriter if such
requested supplement or amendment would, in the good faith judgment of the
Company, violate the Securities Act, the Exchange Act or the rules and
regulations promulgated thereunder.

          4.       Additional Interest

                  (a) The Issuers and the Initial Purchasers agree that the
Holders of Registerable Notes will suffer damages if the Issuers fail to fulfill
their obligations under Section 2 or Section 3 hereof and that it would not be
feasible to ascertain the extent of such damages with precision. Accordingly,
the Issuers agree to pay, as liquidated damages, additional interest on the
Notes ("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 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

<PAGE>
                                      -12-


         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 May 1 and November 1 (to
the holders of record on the April 15 and October 15 immediately preceding such
dates), commencing with the first such date occurring after any such Additional
Interest commences to accrue. The amount of Additional Interest will be
determined by multiplying the applicable Additional Interest rate by the
principal amount of the Registrable Notes, multiplied by a fraction, the
numerator of which is the number of days such Additional Interest rate was
applicable during such period (determined on the basis of a 360-day year
comprised of twelve 30-day months and, in the case of a partial month, the
actual number of days elapsed), and the denominator of which is 360.

         5.       Registration Procedures

                  In connection with the filing of any Registration Statement
pursuant to Sections 2 or 3 hereof, the Issuers shall effect such registrations
to permit the sale of the securities covered thereby in accordance with the
intended method or methods of disposition thereof, and pursuant thereto and in
connection with any Registration Statement filed by the Issuers hereunder each
of the Issuers shall:
<PAGE>
                                      -13-


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

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

                  (c) If (1) a Shelf Registration is filed pursuant to Section 3
hereof, or (2) a Prospectus contained in the Exchange Offer Registration
Statement filed pursuant to Section 2 hereof is required to be delivered under
the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange
Notes during the Applicable Period relating thereto from whom the Issuers have
received written notice that it will be a Participating Broker-Dealer in the
Exchange Offer, notify the selling Holders of Registrable Notes, or each such
Participating Broker-Dealer, as the case may be, and their counsel promptly (but
in any event within two business days), and confirm such notice in writing, (i)
when a Prospectus or any Prospectus supplement

<PAGE>
                                      -14-


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 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.
<PAGE>
                                      -15-


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

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

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

<PAGE>
                                      -16-


in connection with the offering and sale of the Registrable Notes covered by, or
the sale by Participating Broker-Dealers of the Exchange Notes pursuant to, such
Prospectus and any amendment or supplement thereto.

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

                  (i) If a Shelf Registration is filed pursuant to Section 3
hereof, cooperate with the selling Holders of Registrable Notes to facilitate
the timely preparation and delivery of certificates representing Registrable
Notes to be sold, which certificates shall not bear any restrictive legends and
shall be in a form eligible for deposit with The Depository Trust Company; and
enable such Registrable Notes to be in such denominations and registered in such
names as the selling Holders may reasonably request.

                  (j) If (1) a Shelf Registration is filed pursuant to Section 3
hereof, or (2) a Prospectus contained in the Exchange Offer Registration
Statement filed pursuant to Section 2 hereof is required to be delivered under
the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange
Notes during the Applicable Period, upon the occurrence of any event
contemplated by paragraph 5(c)(v) or 5(c)(vi) hereof, as promptly as practicable
prepare and (subject to Section 5(a) hereof) file with the SEC, at the sole
expense of the Issuers, a supplement or post-effective amendment to the
Registration Statement or a supplement to the related Prospectus or any document
incorporated or deemed to be incorporated therein by reference, or file any
other required document so that, as thereafter delivered to the purchasers of

<PAGE>
                                      -17-


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 Issuers and the subsidiaries of the Issuers
(including any acquired business, properties or entity, if applicable) and the
Registration Statement, Prospectus and documents, if any, incorporated or deemed
to be incorporated by reference therein, in each case, as are customarily made
by issuers to underwriters in underwritten offerings of debt securities similar
to the Securities, and confirm the same in writing if and when requested in form
and substance reasonably satisfactory to the Issuers; (ii) upon the request of
any underwriter use all reasonable efforts to obtain the written opinions of
counsel to the Issuers and written updates thereof in form, scope and substance
reasonably satisfactory to the managing underwriter or underwriters, addressed
to the underwriters covering the matters customarily covered in opinions
reasonably requested in underwritten offerings and such other matters as may be
reasonably requested by the managing underwriter or underwriters; (iii) upon the
request of any underwriter use all reasonable efforts to obtain "cold comfort"
letters and updates thereof in form, scope and substance reasonably satisfactory
to the managing underwriter or underwriters from the independent public
accountants

<PAGE>
                                      -18-


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, 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

<PAGE>
                                      -19-


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.

                  (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 canceled 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.
<PAGE>
                                      -20-


                  (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 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,

<PAGE>
                                      -21-


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

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

         7.       Indemnification

                  (a) Each of the Issuers, jointly and severally, agrees to
indemnify and hold harmless each Holder of Registrable Notes and each
Participating Broker-Dealer selling Exchange Notes during the Applicable Period,
the affiliates, officers, directors, representatives, employees and agents of
each such Person, and each Person, if any, who controls any such Person within
the meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange

<PAGE>
                                      -22-


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

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

                  (c) If any suit, action, proceeding (including any
governmental or regulatory investigation), claim or demand shall be brought or
asserted against any Person in respect of which indemnity may be sought pursuant
to either of the two preceding paragraphs, such Person (the "Indemnified
Person") shall promptly notify the Persons against whom such indemnity may be
sought (the "Indemnifying Persons") in writing, and the Indemnifying Persons,
upon request of the Indemnified Person, shall retain counsel reasonably
satisfactory to the Indemnified Person to represent the Indemnified Person and
any others entitled to indemnification pursuant to this Section 7 that the
Indemnifying Person may reasonably designate in such proceeding and shall pay
the reasonable fees and expenses actually incurred by such counsel related to
such proceeding; provided, however, that the failure to so notify the
Indemnifying Persons

<PAGE>
                                      -23-


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 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

<PAGE>
                                      -24-


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.

                  (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,

<PAGE>
                                      -25-


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 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
<PAGE>
                                      -26-


of Registrable Notes in this Agreement or otherwise conflicts with the
provisions hereof. The rights granted to the Holders hereunder do not in any way
conflict with and are not inconsistent with the rights granted to the holders of
the Issuers' other issued and outstanding securities under any such agreements.
The Issuers shall not, after the date of this agreement, enter into any
agreement with respect to any of their securities which will grant to any Person
piggy-back registration rights with respect to any Registration Statement.

                  (b) Adjustments Affecting Registrable Notes. 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.

                  (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.
<PAGE>
                                      -27-


                  (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

                       with copies to:

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

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

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

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

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

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

                  (h) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF

<PAGE>
                                      -28-


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.

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

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

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

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


<PAGE>
                                      S-1



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


                         FLEMING COMPANIES, INC.,
                              as Issuer


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


                         ABCO FOOD GROUP, INC.,
                              as Guarantor


                         By:    /s/ James R. Vaughan
                                -----------------------------------------------
                                Name:  James R. Vaughan
                                Title: President


                         ABCO MARKETS, INC.,
                              as Guarantor


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


                         ABCO REALTY CORP.,
                              as Guarantor


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



<PAGE>
                                      S-2


                         AG, L.L.C.,
                              as Guarantor, by Fleming Companies, Inc. as its
                              sole member


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


                         AMERICAN LOGISTICS GROUP, INC.,
                              as Guarantor


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


                         ARIZONA PRICE IMPACT, L.L.C.,
                              as Guarantor


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


                         BAKER'S FOOD GROUP, INC.,
                              as Guarantor


                         By:    /s/ James R. Vaughan
                                -----------------------------------------------
                                Name:  James R. Vaughan
                                Title: President

<PAGE>
                                      S-3




                         CARDINAL WHOLESALE, INC., as Guarantor



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


                         DUNIGAN FUELS, INC.,
                              as Guarantor


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


                         FAVAR CONCEPTS, LTD.,
                              as Guarantor


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


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


                         By:    /s/ Carlos M. Hernandez
                                -----------------------------------------------
                                Name:  Carlos M. Hernandez
                                Title:  Senior Vice President, General Counsel
                                          and Secretary
<PAGE>
                                      S-4


                         FLEMING FOODS OF TEXAS, L.P.,
                             as Guarantor


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


                         FLEMING INTERNATIONAL LTD.,
                             as Guarantor


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


                         FLEMING SUPERMARKETS OF FLORIDA, INC.,
                              as Guarantor


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


                         FLEMING TRANSPORTATION SERVICE, INC.,
                              as Guarantor


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


<PAGE>
                                      S-5



                      FLEMING WHOLESALE, INC.,
                           as Guarantor


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


                      FOOD 4 LESS BEVERAGE COMPANY, INC.,
                           as Guarantor

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


                      FUELSERV, INC.,
                           as Guarantor


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


                      GATEWAY INSURANCE AGENCY, INC.,
                           as Guarantor


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


<PAGE>
                                      S-6



                    LAS, INC. as Guarantor


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


                    MINTER-WEISMAN CO., as Guarantor


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


                    PIGGLY WIGGLY COMPANY,
                         as Guarantor


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


                    PROGRESSIVE REALTY, INC.
                         as Guarantor


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


<PAGE>
                                      S-7



                     RAINBOW FOOD GROUP, INC.
                          as Guarantor


                     By:    /s/ James R. Vaughan
                            ---------------------------------------------------
                            Name:  James R. Vaughan
                            Title: President


                     RETAIL INVESTMENTS, INC.
                          as Guarantor


                     By:    /s/ James R. Vaughan
                            ---------------------------------------------------
                            Name:  James R. Vaughan
                            Title: President

                     RETAIL SUPERMARKETS, INC.,
                          as Guarantor


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

                     RFS MARKETING SERVICES, INC.,
                          as Guarantor


                     By:    /s/ Carlos M. Hernandez
                            ---------------------------------------------------
                            Name:  Carlos M. Hernandez
                            Title: Senior Vice President, General
                            Counsel and Secretary
<PAGE>
                                      S-8


                              RICHMAR FOODS, INC.,
                                 as Guarantor

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


                              SCRIVNER TRANSPORTATION, INC.,
                                 as Guarantor

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

<PAGE>
                                      S-9



The foregoing Agreement is hereby con-
firmed and accepted by the Initial Purchasers
as of the date first above written.

DEUTSCHE BANK SECURITIES INC.
LEHMAN BROTHERS INC.
SALOMON SMITH BARNEY INC.
J.P. MORGAN SECURITIES INC.
FIRST UNION SECURITIES, INC.
UBS WARBURG LLC
MORGAN STANLEY & CO.
  INCORPORATED

BY: DEUTSCHE BANK SECURITIES INC.,
    on behalf of the several Initial Purchasers


By: /s/ Sharon Stern
    ----------------------------------------------
    Name:  Sharon Stern
    Title: Director


By: /s/ Stephen Braun
    ----------------------------------------------
    Name:  Stephen Braun
    Title: Vice President