Exhibit 10.9
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REGISTRATION RIGHTS AGREEMENT

DATED AS OF JUNE 14, 1995

BY AND AMONG

FOOD 4 LESS HOLDINGS, INC.

FOOD 4 LESS SUPERMARKETS, INC.

AND

THE HOLDERS OF THE 13-5/8% SENIOR SUBORDINATED
PAY-IN-KIND DEBENTURES DUE 2007
OF FOOD 4 LESS HOLDINGS, INC.

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TABLE OF CONTENTS

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1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2. Legends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3. Shelf Registration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
4. Liquidated Damages. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
5. Hold-Back Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
6. Representations and Warranties of Selling
Debentureholders, the Company and F4L Supermarkets . . . . . . . . . . . . . . . . . . . . . . 7
7. Registration Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
8. Registration Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
9. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
10. Rule 144 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
11. Participation in Underwritten Registrations . . . . . . . . . . . . . . . . . . . . . . . . . 19
12. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

This REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made
and entered into as of June 14, 1995, by and among Food 4 Less Holdings, Inc.,
a Delaware corporation (the "Company"), Food 4 Less Supermarkets, Inc., a
Delaware corporation ("F4L Supermarkets") and the holders of the Company's
13-5/8% Senior Subordinated Pay-in-Kind Debentures due 2007 identified in the
signature pages hereto (the "Selling Debentureholders").

This Agreement is made pursuant to the Merger Agreement, dated
as of September 14, 1994, as amended (the "Merger Agreement"), by and among the
Company, the Selling Debentureholders, Food 4 Less, Inc., a Delaware
corporation ("Food 4 Less"), Food 4 Less Holdings, Inc., a California
corporation, F4L Supermarkets and Ralphs Supermarkets, Inc., a Delaware
corporation, pursuant to which the Company has agreed to provide the
registration rights set forth in this Agreement. The execution and delivery of
this Agreement is a condition to the Closing under the Merger Agreement. As a
result of the Merger contemplated by the Merger Agreement, F4L Supermarkets
will merge into Ralphs Supermarkets, Inc. which will assume all of the
liabilities of F4L Supermarkets, including the liabilities of F4L Supermarkets
hereunder.

The parties hereby agree as follows:

1. Definitions

Capitalized terms used herein without definition shall have
the meanings set forth in the Merger Agreement. As used in this Agreement, the
following capitalized terms shall have the following meanings:

Advice: As defined in the last paragraph of Section 7 hereof.

Business Day: A day that is not a Saturday, a Sunday or a day
on which banking institutions in New York, New York or Los Angeles, California
are not required to be open (a "Legal Holiday"). If a payment date is a Legal
Holiday, payment may be made on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period.

Company: As defined in the preamble hereto.

Damages Payment Date: Each June 15 and December 15, or, if
any such day is not a Business Day, on the next succeeding Business Day.

Debentures: The 13-5/8% Senior Subordinated Pay-in-Kind
Debentures due 2007 being issued pursuant to the Indenture and sold pursuant to
the Merger Agreement in an initial aggregate principal amount of $131,500,000,
and any Secondary Securities issued pursuant to the Indenture, as the
Debentures may be amended or supplemented from

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time to time in accordance with the terms of the Indenture, and any debt
securities issued in exchange or substitution for the Debentures.

Effectiveness Period: As defined in Section 3(a).

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

F4L Supermarkets: As defined in the preamble hereto.

Holder or holder: Any Person that owns any Registrable
Securities.

Indenture: The Indenture dated as of June 1, 1995 between the
Company and Norwest Bank Minnesota, N.A., as trustee, pursuant to which the
Debentures are being issued, as the same may be amended from time to time in
accordance with the terms thereof.

Initial Shelf Registration Statement: As defined in Section
3(a) hereof.

Lender: As defined in Section 12(e).

Liquidated Damages Amount Due: As defined in Section 4(b).

Merger Agreement: As defined in the preamble hereto.

NASD: National Association of Securities Dealers, Inc.

90-Day Periods: As defined in Section 5(c).

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

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

Registrable Securities: All Debentures originally issued to
the Selling Debentureholders; provided that a Debenture ceases to be a
Registrable Security when it is no longer a Transfer Restricted Security.

Registration Default: As defined in Section 4(a) hereof.

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Registration Expenses: As defined in Section 8 hereof.

SEC: The Securities and Exchange Commission.

Secondary Securities: Additional Debentures issued pursuant
to the terms of the Indenture for the payment of interest on the Debentures.

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

Selling Debentureholder: As defined in the preamble hereto.

Shelf Registration Statement: The Initial Shelf Registration
Statement and any Subsequent Shelf Registration Statement, including the
Prospectus, amendments and supplements to any such Shelf Registration
Statement, any post-effective amendments, all exhibits and all material
incorporated by reference in any such Shelf Registration Statement.

Subsequent Shelf Registration Statement: As defined in
Section 3(b).

Transfer Restricted Securities: The Debentures until
distributed to the public pursuant to an effective registration statement or
distributed to the public pursuant to Rule 144 under the Securities Act;
provided that a security that has ceased to be a Transfer Restricted Security
cannot thereafter become a Transfer Restricted Security.

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

2. Legends

Upon original issuance thereof, and until such time as the
same is no longer a Transfer Restricted Security, each certificate evidencing
the Debentures (and all securities issued in exchange therefor or substitution
thereof) shall bear a legend in substantially the following form:

"THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR QUALIFIED UNDER STATE
SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED,
HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, AND IN ACCORDANCE WITH
ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, OR
(B) IF THE COMPANY HAS BEEN FURNISHED WITH A WRITTEN

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OPINION OF COUNSEL THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE,
HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF
SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS IN EFFECT
THEREUNDER AND ANY APPLICABLE STATE SECURITIES LAWS."

If any Selling Debentureholder desires to offer, sell or
otherwise transfer, pledge or hypothecate all or any part of the Debentures
(other than pursuant to an effective registration statement under the
Securities Act), such Selling Debentureholder shall deliver to the Company a
written opinion of counsel (who may be in-house or special counsel), reasonably
satisfactory in form and substance to the Company, that an exemption from the
registration requirements of the Securities Act and applicable state securities
laws is available. It is understood that a pledge to an institution or to an
agent for one or more institutions made at any time while the Shelf
Registration Statement is effective shall be deemed to be a pledge pursuant to
an effective Registration Statement. It is further understood that a gift of
any Debentures by Federated Department Stores, Inc. to Federated Department
Stores Foundation, an Ohio not-for-profit corporation, made at any time while
the Shelf Registration Statement is effective, shall be deemed to be a transfer
pursuant to an effective Registration Statement.

3. Shelf Registration

(a) Initial Shelf Registration Statement. The Company
has filed a "shelf" registration statement on Form S-1 (No. 33-88896) pursuant
to Rule 415 under the Securities Act (the "Initial Shelf Registration
Statement") relating to the resale by the Holders of all the Transfer
Restricted Securities. The Initial Shelf Registration Statement was declared
effective by the SEC on June 5, 1995 and the Indenture has been qualified under
the Trust Indenture Act. The Company agrees to use its best efforts to keep
the Initial Shelf Registration Statement continuously effective for a period of
three years following the Closing Date, as such period may be extended pursuant
to the terms of this Agreement or such shorter period (in either case, the
"Effectiveness Period") which will terminate (i) when all the Registrable
Securities covered by the Initial Shelf Registration Statement have been sold
pursuant thereto; or (ii) at the Company's election on any date on or after
January 1, 1997 if, as of such date, less than $5,000,000 aggregate principal
amount of Debentures remain outstanding as Transfer Restricted Securities,
provided that the Company shall deliver 60 days advance written notice to each
Holder of any such election to terminate early the Effectiveness Period under
this clause (ii); or (iii) when a Subsequent Shelf Registration Statement
covering all of the Registrable Securities has been declared effective under
the Securities Act and all of the Registrable Securities have been sold
pursuant thereto.

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(b) Subsequent Shelf Registration Statement. If the
Initial Shelf Registration Statement ceases to be effective for any reason at
any time during the Effectiveness Period (other than at the request of the
Company or because of the sale of all of the securities registered thereunder),
the Company shall use its 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
Statement in a manner reasonably expected to obtain the withdrawal of the order
suspending the effectiveness thereof, or file an additional registration
statement pursuant to Rule 415 covering all of the Registrable Securities (a
"Subsequent Shelf Registration Statement"). If a Subsequent Shelf Registration
Statement is filed, the Company shall use its best efforts to cause it to be
declared effective as soon as practicable after such filing and to keep it
continuously effective for a period equal to the Effectiveness Period less the
aggregate number of days during which the Initial Shelf Registration Statement
or any Subsequent Shelf Registration Statement was previously effective.

(c) Supplements and Amendments. The Company shall
supplement and amend any Initial or Subsequent Shelf Registration Statement if
required by the policies, rules, regulations or instructions applicable to the
registration form used by the Company, if required by the Securities Act, or if
reasonably requested by the Holders of a majority in aggregate principal amount
of the Registrable Securities covered by such Shelf Registration Statement or
by any underwriter of such Registrable Securities.

4. Liquidated Damages.

(a) Each of the Company and the Selling Debentureholders
acknowledge that the Holders of Registrable Securities will suffer damages if
the effectiveness of the Shelf Registration Statement is not maintained during
the Effectiveness Period. Accordingly, if (i) prior to the end of the
Effectiveness Period, the SEC shall have issued a stop order suspending the
effectiveness of the Shelf Registration Statement or the Shelf Registration
Statement shall cease to be effective or (ii) the Company notifies or is
required to notify the selling Holders of Registrable Securities pursuant to
Section 7(b)(6) (provided that there shall be excluded for purposes of this
clause (a)(ii): a notice under Section 7(b)(6) if (A) the Company has
delivered a supplemented or amended Prospectus contemplated by Section 7(k)
hereof or an Advice within ten Business Days after receipt of such notice or
after such requirement arises or (B) such notice under Section 7(b)(6) relates
solely to a transaction of the type described in Section 5(c) hereof) (any of
the events described in the foregoing clauses (i) or (ii) being referred to
herein as a "Registration Default"), then the Company hereby agrees to pay
liquidated damages to each Holder of Registrable Securities with respect to the
first 90-day period immediately following the occurrence of such Registration
Default, in an amount equal to $.05 per week per $1,000 principal amount of
Registrable Securities held by such Holder for each week or portion thereof
that the Registration Default continues. The amount of the liquidated damages
shall increase by an additional $.05 per week per $1,000 in principal

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amount of Registrable Securities with respect to each subsequent 90-day period
up to a maximum amount of liquidated damages of $.50 per week per $1,000
principal amount of Registrable Securities; provided, however, that such
liquidated damages will cease to accrue on the date on which (A) the applicable
Shelf Registration Statement is no longer subject to an order suspending the
effectiveness thereof or a new Subsequent Shelf Registration Statement is
declared effective, with respect to liquidated damages for the failure to
remain effective or (B) a notice issued, or required to be issued, pursuant to
Section 7(b)(6) is no longer effective or required to be effective with respect
to liquidated damages payable pursuant to clause (ii) above.

(b) The Company shall notify the Indenture trustee within
five business days after any Registration Default. The Company shall pay the
liquidated damages amount due on the Registrable Securities (the "Liquidated
Damages Amount Due") by depositing with the Indenture trustee, in trust, for
the benefit of the Holders thereof, on or before the applicable Damages Payment
Date, immediately available funds in sums sufficient to pay the Liquidated
Damages Amount Due. The Liquidated Damages Amount Due shall be payable on the
Damages Payment Date, to the Persons who are registered Holders of Debentures
at the close of business on the June 1 or December 1 preceding each Damages
Payment Date, by federal funds check mailed to such holders' registered address
or by wire transfer of immediately available funds. Each obligation to pay
liquidated damages shall be deemed to accrue on the date of the Registration
Default. The parties hereto agree that the liquidated damages provided for in
this Section 4 constitute a reasonable estimate of the damages that may be
incurred by Holders of Registrable Securities by reason of the failure of a
Shelf Registration Statement to remain effective in accordance with this
Section 4. Liquidated damages will be computed on the basis of a 360-day year
of twelve 30-day months.

All obligations of the Company set forth in the preceding
paragraph that are outstanding with respect to any Transfer Restricted Security
at the time such security ceases to be a Transfer Restricted Security shall
survive (although such obligations shall not continue to accrue) until such
time as all such obligations with respect to such security shall have been
satisfied in full.

5. Hold-Back Agreements.

(a) Except as contemplated by the Put Agreement, each
Holder of Registrable Securities whose Registrable Securities are covered by
the Shelf Registration Statement agrees not to (i) effect any public sale or
distribution of the Debentures pursuant to the Shelf Registration Statement or
(ii) otherwise conduct marketing activities with respect to the Debentures
which marketing activities would impair or interfere with F4L Supermarkets'
marketing activities with respect to debt securities comprising any portion of
the Financing, in either case during the period commencing on the Closing Date
and ending on the 90th day following the Closing Date.

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(b) Each Holder whose Transfer Restricted Securities are
covered by a Shelf Registration Statement agrees, if requested by the managing
underwriters in an underwritten offering, not to effect any public sale or
distribution of the Debentures or any other securities of any issue being
registered or a similar security or any securities convertible or exchangeable
or exercisable for such securities including a sale pursuant to Rule 144 or
Rule 144A (except as part of such underwritten registration), during the 10-day
period prior to, and ending 30 days after, the closing date of each
underwritten offering made pursuant to such Shelf Registration Statement, to
the extent timely notified in writing by the Company or the managing
underwriters.

(c) Each Holder agrees, upon a request of the Company made
after June 30, 1996 (which date shall be extended by each day for which
liquidated damages are payable pursuant to Section 4 hereof) in writing and
delivered with at least five days' prior notice, not to effect any public sale
or distribution of the Debentures or otherwise conduct marketing activities
with respect to the Debentures for a period not to exceed 90 days (the "90-Day
Period") if the Company, Food 4 Less, or any subsidiary proposes to make a
securities offering, material acquisition or engage in any other material
corporate transaction not in the ordinary course of business, if the Board of
Directors of the Company determines in good faith as evidenced by a resolution
of the Board of Directors that the continuation of public sales or a
distribution or other marketing activities would adversely affect the Company's
ability to complete such other transactions. Holders will be subject to the
requirements of this subparagraph only during the period commencing on June 30,
1996 (as so extended, if applicable) and ending on the last day of the
Effectiveness Period, provided, however, that the Company shall not be
permitted to designate more than two such 90-Day Periods and the Effectiveness
Period will be extended by such number of days equal to the number of days the
Holders were subject to the requirements of this subparagraph.

(d) Subject to the Company's prior request to Holders
pursuant to Section 5(c), the Company agrees, if requested by the managing
underwriters in an underwritten offering, not to effect any public sale or
distribution of securities of any of the issue being registered or a similar
security or any securities convertible or exchangeable or exercisable for such
securities (other than the Company's 13-5/8% Senior Discount Debentures due
2005 sold for the account of RGC Partners, L.P. and other than bank borrowings,
obligations of the Company with respect to trade debt and other debt incurred
by the Company in the ordinary course of business), during the 10-day period
prior to, and ending 30 days after, the closing date of each underwritten
offering made pursuant to a Shelf Registration Statement, to the extent timely
requested in writing by the managing underwriters (except as part of such
underwritten registration or pursuant to registrations on Forms S-4 or S-8 or
any successor form to such Forms).

(e) Nothing in this Section shall prohibit any pledge,
transfer or assignment permitted by Section 12(e).

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6. Representations and Warranties of Selling
Debentureholders, the Company and F4L Supermarkets

(a) Each Selling Debentureholder hereby represents and
warrants, severally and not jointly, to the Company and F4L Supermarkets (in
each case only as to such Selling Debentureholder and not as to any other
Selling Debentureholder) as follows:

(i) Such Selling Debentureholder is duly
incorporated, validly existing and in good standing under the laws of
its jurisdiction of incorporation. The execution and delivery of this
Agreement, the performance of such Selling Debentureholder's
obligations hereunder, and the transactions contemplated hereby have
been duly authorized by all necessary corporate action on the part of
such Selling Debentureholder. This Agreement has been duly executed
and delivered by such Selling Debentureholder, and, assuming the due
execution hereof by each other party hereto, this Agreement
constitutes the legal, valid and binding obligation of such Selling
Debentureholder, enforceable against such Selling Debentureholder in
accordance with its terms, subject in each case to applicable
bankruptcy, insolvency, reorganization, moratorium or other laws now
or hereafter in effect relating to or affecting creditors' rights
generally and to general equitable principles (regardless of whether
enforcement is sought in equity or at law); and

(ii) Such Selling Debentureholder is purchasing the
Debentures for its own account (or on behalf of managed accounts that
are purchasing for their own accounts) in the ordinary course of
business for investment, and with no intention or agreement or
understanding with any Person to distribute or resell said Debentures
or any part thereof or to participate in any such distribution or
resale in any transaction that would be in violation of the securities
laws of the United States of America or any state thereof, without
prejudice, however, to its right at all times to sell or otherwise
dispose of all or any part of said Debentures pursuant to an effective
registration statement under the Securities Act and applicable state
securities laws, or under an exemption from such registration
available under the Securities Act and other applicable state
securities laws and subject, nevertheless, to the disposition of
Debentures being at all times within such Selling Debentureholder's
control.

(b) Each of the Company and F4L Supermarkets hereby
represents and warrants to the Selling Debentureholders as follows:

(i) Each of the Company and F4L Supermarkets is duly
incorporated, validly existing and in good standing under the laws of
its state of incorporation. The execution and delivery of this
Agreement, the performance of the Company's or F4L Supermarkets'
obligations hereunder and the transactions

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contemplated hereby have been duly authorized by the board of
directors of each of the Company and F4L Supermarkets. This Agreement
has been duly executed and delivered by each of the Company and F4L
Supermarkets, and, assuming the due execution hereof by each other
party hereto, this Agreement constitutes the legal, valid and binding
obligation of each of the Company and F4L Supermarkets, enforceable
against the Company and F4L Supermarkets in accordance with its terms,
subject in each case to applicable bankruptcy, insolvency,
reorganization, moratorium or other laws now or hereafter in effect
relating to or affecting creditors' rights generally and to general
equitable principles (regardless of whether enforcement is sought in
equity or at law).

7. Registration Procedures

In connection with the Company's Shelf Registration Statement
obligations pursuant to Section 4 hereof, the Company will use its best efforts
to effect such registration to permit the sale of Registrable Securities in
accordance with the intended method or methods of distribution thereof, and
pursuant thereto and in connection therewith the Company will:

(a) prepare and file with the SEC such post-effective
amendments to the Shelf Registration Statement as may be necessary to keep the
Shelf Registration Statement effective during the Effectiveness Period; cause
the Prospectus to be supplemented by any required Prospectus supplement, and as
so supplemented to be filed pursuant to Rule 424 under the Securities Act; and
comply with the provisions of the Securities Act with respect to the
disposition of all securities covered by such Shelf Registration Statement
during the applicable period in accordance with the intended method or methods
of distribution by the sellers thereof set forth in such Shelf Registration
Statement or supplement to the Prospectus;

(b) notify the selling holders of Registrable Securities
and the managing underwriters, if any, promptly (but in any event within five
Business Days), and (if requested by any such Person) confirm such advice in
writing, (1) when any Prospectus supplement or post-effective amendment has
been filed, and, with respect to or any post-effective amendment, when the same
has become effective, (2) of any request by the SEC for amendments or
supplements to the Shelf Registration Statement or the Prospectus or for
additional information, (3) of the issuance by the SEC of any stop order
suspending the effectiveness of the Shelf Registration Statement or the
initiation of any proceedings for that purpose, (4) if at any time when a
prospectus is required by the Securities Act to be delivered in connection
with sales of the Registrable Securities the representations and warranties of
the Company contained in any agreement contemplated by paragraph (n) below
cease to be true and correct in all material respects, (5) of the receipt by
the Company of any notification with respect to the suspension of the
qualification or exemption from qualification of the Registrable Securities for
sale in any jurisdiction or

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the initiation or threatening of any proceeding for such purpose and (6) of the
happening of any event which makes any statement made in the Shelf Registration
Statement, the Prospectus or any document incorporated therein by reference
untrue in any material respect or which requires the making of any changes in
the Shelf Registration Statement, the Prospectus or any document incorporated
therein by reference so that, in the case of such Shelf Registration Statement,
it will not contain any untrue statement of a material fact or omit to state
any 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 any untrue statement of 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;

(c) use its best efforts to obtain the withdrawal of any
order suspending the effectiveness or the qualification or exemption from
qualification of the Shelf Registration Statement or the Registrable Securities
at the earliest possible moment;

(d) at least three Business Days prior to the filing of
the same with the SEC, furnish to each underwriter, if any, and each of the
selling Holders who beneficially own more than five percent (in principal
amount) of th eoutstanding Debentures, copies of any Shelf Registration
Statement or any Prospectus included therein or any amendments or supplements
to any such Shelf Registration Statement or Prospectus (including, upon
request, all documents incorporated by reference into such Shelf Registration
Statement), other than any amendment or supplement which differs from the Shelf
Registration Statement or Prospectus amended or supplemented thereby only in
that it contains additions to, or changes in, the listing of Holders of
Transfer Restricted Securities which are selling securities thereunder, or
contains updated financial statements and related information (provided that
copies of such amended or supplemented Shelf Registration Statement or
Prospectus shall be furnished to such selling Holders of more than five percent
(in principal amount) of the outstanding Debentures), which documents will be
subject to the review and comment of such Holders and underwriter, if any, and
make the Company's and F4L's representatives available for discussion of such
documents and other customary due diligence matters; and the Company will not
file any such Shelf Registration Statement or Prospectus or any amendment or
supplement to any such Shelf Registration Statement or Prospectus (including
all such documents incorporated by reference) to which the Holders of a
majority in principal amount of the Registrable Securities or the underwriter,
if any, shall reasonably object within two Business Days after the receipt
thereof, except for such amendments or supplements which counsel for the
Company shall advise are required to be filed to comply with applicable law.
The objection of the selling Holders or underwriter, if any, shall be deemed
reasonable if such Shelf Registration Statement, amendment, Prospectus or
supplement, as applicable, as proposed to be filed, contains a material
misstatement or omission or fails to comply with the applicable requirements of
the Securities Act. Notwithstanding anything to the contrary contained herein,
no Registration Default shall be deemed to have occurred under Section 4(a)(ii)
hereof if the

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Company has complied or been prepared to comply with all deadlines set forth
therein, but has been prevented from filing any amendment or supplement solely
because of a good faith disagreement between the Company and a majority of the
selling Holders or the underwriter, if any, under this subsection (d) regarding
the existence of a material misstatement or omission or failure to comply with
the Securities Act;

(e) if requested by the managing underwriter or
underwriters or the holders of a majority in aggregate principal amount of
Registrable Securities being sold in connection with an underwritten offering,
promptly incorporate in a Prospectus supplement or post-effective amendment
such information as the managing underwriters or such holders request should be
included therein relating to the plan of distribution with respect to such
Registrable Securities, including, without limitation, information with respect
to the principal amount of Registrable Securities being sold to such
underwriters, the purchase price being paid therefor by such underwriters and
with respect to any other terms of the underwritten (or best efforts
underwritten) offering of the Registrable Securities to be sold in such
offering; and make all required filings of such Prospectus supplement or
post-effective amendment as soon as practicable after receiving notification of
the matters to be incorporated in such Prospectus supplement or post-effective
amendment; provided, however, that the Company shall not be required to take
any actions under this Section 7(e) that are not, in the opinion of counsel for
the Company, in compliance with applicable law;

(f) furnish to each selling holder of Registrable
Securities who so requests and each managing underwriter, if any, without
charge, one conformed copy of the Shelf Registration Statement and any
post-effective amendment thereto, including financial statements and schedules,
and shall furnish only to the counsel of such holders and each managing
underwriter, without change, one copy of all documents incorporated therein by
reference and all exhibits;

(g) deliver to each selling holder of Registrable
Securities and the underwriter, if any, without charge, as many copies of the
Prospectus (including each preliminary prospectus) and any amendment or
supplement thereto as such Persons may reasonably request; and, subject to the
penultimate paragraph of this Section 7, the Company consents to the use of the
Prospectus or any amendment or supplement thereto by each of the selling
holders of Registrable Securities and the underwriters, if any, in connection
with the offering and sale of the Registrable Securities covered by the
Prospectus or any amendment or supplement thereto;

(h) prior to any public offering of Registrable
Securities, to use its best efforts to register or qualify or cooperate with
the selling holders of Registrable Securities, the underwriters, if any, and
their respective counsel in connection with the registration or qualification
(or exemption from such registration or qualification) of such Registrable
Securities for offer and sale under the securities or blue sky laws of such
jurisdictions as

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any selling holder or managing underwriter reasonably requests in writing and
use its best efforts to do any and all other acts or things necessary or
advisable to enable the disposition in such jurisdictions of the Registrable
Securities covered by the Shelf Registration Statement; provided that the
Company will not be required to qualify generally to do business in any
jurisdiction where it is not then so qualified or to take any action which
would subject it to general service of process in any such jurisdiction where
it is not then so subject;

(i) cooperate with the selling holders of Registrable
Securities and the managing underwriters, if any, to facilitate the timely
preparation and delivery of certificates representing Registrable Securities to
be sold and not bearing any restrictive legends; and enable such Registrable
Securities to be in such denominations and registered in such names as the
managing underwriters may request at least two business days prior to any sale
of Registrable Securities in a firm commitment underwritten public offering, or
at least five business days prior to any other such sale;

(j) use its best efforts to cause the Registrable
Securities covered by the applicable Shelf Registration Statement to be
registered with or approved by such other governmental agencies or authorities
within the United States as may be necessary to enable the seller or sellers
thereof or the underwriters, if any, to consummate the disposition of such
Registrable Securities except as may be required solely as a consequence of the
nature of such selling holder's business, in which case the Company will
cooperate in all reasonable respects with the filing of such Shelf Registration
Statement and the granting of such approvals;

(k) upon the occurrence of any event contemplated by
paragraph (b)(6) above, as promptly as practicable prepare a supplement or
post-effective amendment to the Shelf Registration Statement or the related
Prospectus or any document incorporated therein by reference or file any other
required document so that, as thereafter delivered to the purchasers of the
Registrable Securities, the Prospectus will not contain an untrue statement of
a material fact or omit to state any material fact necessary to make the
statements therein in light of the circumstances under which they were made,
not misleading;

(l) cause all Registrable Securities covered by the Shelf
Registration Statement to be listed on each securities exchange on which
similar securities issued by the Company or any of its subsidiaries are then
listed;

(m) cause the Registrable Securities covered by the Shelf
Registration Statement to be rated with the appropriate rating agencies, if so
requested by the holders of a majority in aggregate principal amount of such
Registrable Securities or the managing underwriters, if any;

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(n) not later than the effective date of the Shelf
Registration Statement, provide a CUSIP number for all Registrable Securities
and provide the Indenture trustee with printed certificates for the Registrable
Securities which are in a form eligible for deposit with the Depository Trust
Company;

(o) in connection with not more than two underwritten
offerings of Registrable Securities pursuant to a Shelf Registration Statement,
enter into an underwriting agreement in form, scope and substance as is
customary in underwritten offerings and take all such other actions as are
reasonably requested by the managing underwriter in order to expedite or
facilitate the disposition of such Registrable Securities and in such
connection (1) make such representations and warranties to the underwriters in
form, substance and scope as are customarily made by issuers to underwriters in
primary underwritten offerings with respect to the business of the Company and
the Shelf Registration Statement; (2) obtain opinions of counsel to the Company
and updates thereof (which counsel and opinions (in form, scope and substance)
shall be reasonably satisfactory to the managing underwriters addressed to the
underwriters covering the matters customarily covered in opinions requested in
underwritten offerings and such other matters as may be reasonably requested by
underwriters); (3) obtain "cold comfort" letters and updates thereof from the
Company's independent certified public accountants addressed to the
underwriters such letters to be in customary form and covering matters of the
type customarily covered in "cold comfort" letters by underwriters in
connection with primary underwritten offerings; (4) if an underwriting
agreement is entered into, the same shall set forth in full the indemnification
provisions and procedures of Section 9 hereof with respect to all parties to be
indemnified pursuant to said Section; and (5) the Company shall deliver such
documents and certificates as may be requested by the managing underwriters to
evidence compliance with clause (h) above and with any customary conditions
contained in the underwriting agreement or other agreement entered into by the
Company. The above shall be done at each closing under such underwriting or
similar agreement (subject to the Holders' agreement that the Company not be
required to assist in more than two such underwritings), as and to the extent
required thereunder, and if at any time the representations and warranties of
the Company contemplated in clause (o)(1) above cease to be true and correct,
the Company shall so advise the underwriter(s), if any, and each selling Holder
promptly and, if requested by such Persons, shall confirm such advice in
writing;

(p) make available for inspection by a representative of
the holders of the Registrable Securities being sold (such representative to be
selected by the holders of a majority in principal amount of the Registrable
Securities being sold), any underwriter participating in any disposition
pursuant to such Shelf Registration Statement, and any attorney or accountant
retained by such representative or underwriter, at the offices where normally
kept, during reasonable business hours, all financial and other records,
pertinent corporate documents and properties of the Company, and cause the
Company's officers, directors and employees to supply all information
reasonably requested by any such

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representative, underwriter, attorney or accountant in connection with such
Shelf Registration Statement; provided that any records, information or
documents that are designated by the Company in writing as confidential at the
time of delivery of such information shall be kept confidential by such Persons
unless disclosure of such records, information or documents is required by
court or administrative order or such information has otherwise become public,
and without limiting the foregoing, no such information shall be used by such
Person as the basis for any market transactions in securities of the Company or
its subsidiaries in violation of law;

(q) otherwise use its best efforts to comply with all
applicable rules and regulations of the SEC, and make generally available to
its security holders, earnings statements satisfying the provisions of Section
11(a) of the Securities Act, no later than 45 days after the end of any
12-month period (or 90 days, if such period is a fiscal year) (1) commencing at
the end of any fiscal quarter in which Registrable Securities are sold to
underwriters in a firm or best efforts underwritten offering, or (2) if not
sold to underwriters in such an offering, beginning with the first month of the
Company's first fiscal quarter commencing after the effective date of the Shelf
Registration Statement, which statements shall cover said 12-month periods;

(r) cooperate with the trustee under the Indenture and
the holders of the Registrable Securities to effect such changes to the
Indenture as may be required for the Indenture to continue to be qualified in
accordance with the terms of the Trust Indenture Act and execute, and use its
best efforts to cause the 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 the Indenture to continue to be so qualified in a timely
manner; and

(s) make its appropriate representatives of management
available, upon the reasonable request of the Holders of a majority of the
Registrable Securities, but in no event upon less than 30 days' notice (or 15
days' notice if at least 30 days' notice of a possible need to make management
available shall have been given), for a period not to exceed five days for a
road show in connection with the placement or underwritten offering of the
Registrable Securities by an underwriter. The Company will only be obligated
under this Section 7(s) with respect to one actual road show. The Company will
also make representatives of management available for conference calls in
connection with any public offering upon reasonable advance notice.

The Company may require each seller of Registrable Securities
as to which any registration is being effected to furnish to the Company such
information regarding the distribution of such securities as the Company may
from time to time reasonably request in writing.

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Each holder of Registrable Securities agrees by acquisition of
such Registrable Securities that, upon receipt of any notice from the Company
of the happening of any event of the kind described in Sections 7(b)(3),
7(b)(5) or 7(b)(6) hereof, such holder will forthwith discontinue disposition
of Registrable Securities pursuant to such Shelf Registration Statement until
such holder's receipt of the copies of the supplemented or amended Prospectus
contemplated by Section 7(k) hereof, or until it is advised in writing (the
"Advice") by the Company that the use of the applicable Prospectus may be
resumed, and has received copies of any additional or supplemental filings
which are incorporated by reference in the Prospectus, and, if so directed by
the Company, such holder will deliver to the Company (at the Company's expense)
all copies, other than permanent file copies then in such holder's possession,
of the Prospectus covering such Registrable Securities current at the time of
receipt of such notice. In the event the Company shall give any such notice,
the Effectiveness Period shall be extended by the number of days during the
period from and including the date of the giving of such notice to and
including the date when each seller of Registrable Securities covered by such
Shelf Registration Statement shall have received the copies of the supplemented
or amended prospectus contemplated by Section 7(k) hereof or the Advice.

8. Registration Expenses

(a) All expenses incident to the Company's and F4L
Supermarkets' performance of or compliance with this Agreement, including
without limitation all registration and filing fees, fees and expenses
associated with filings required to be made with the NASD (including, if
applicable, the fees and expenses of any "qualified independent underwriter"
and its counsel that may be required by the rules and regulations of the NASD),
fees and expenses of compliance with securities or blue sky laws (including
fees and disbursements of counsel for the underwriters or selling holders in
connection with blue sky qualifications of the Registrable Securities and
determination of their eligibility for investment under the laws of such
jurisdictions as the managing underwriters or holders of a majority in
aggregate principal amount of the Registrable Securities being sold may
designate), printing expenses (including expenses of printing certificates for
the Registrable Securities in a form eligible for deposit with Depository Trust
Company and of printing prospectuses), messenger, telephone and delivery
expenses, and fees and disbursements of counsel for the Company and for the
sellers of the Registrable Securities (subject to the provisions of Section
8(b) hereof) and of all independent certified public accountants of the Company
(including the expenses of any special audit and "cold comfort" letters
required by or incident to such performance), underwriters (excluding
discounts, commissions or fees of underwriters, selling brokers, dealer
managers or similar securities industry professionals relating to the
distribution of the Registrable Securities or legal expenses of any Person
other than the Company and the Selling Debentureholders), securities acts
liability insurance if the Company so desires and fees and expenses of other
Persons retained by the Company (all such expenses being herein called
"Registration Expenses") will be borne by the Company, regardless of whether
the Shelf Registration

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Statement becomes effective. The Company will, in any event, pay its internal
expenses (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties), the expense of
any annual audit, the fees and expenses incurred in connection with the listing
of the securities to be registered on each securities exchange on which similar
securities issued by the Company are then listed, rating agency fees and the
fees and expenses of any Person, including special experts, retained by the
Company.

(b) In connection with the Shelf Registration Statement
hereunder, the Company will reimburse the holders of Registrable Securities
being registered in such registration for the reasonable fees and disbursements
of not more than one firm of counsel for all holders of Registrable Securities
chosen by the holders of a majority in principal amount of such Registrable
Securities.

9. Indemnification

(a) Indemnification by Company. The Company agrees to
indemnify and hold harmless, to the full extent permitted by law, each Holder
of Registrable Securities, the officers, directors and employees of each of
them and each Person who controls each such Holder (within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act), the
partners, representatives, agents, officers, directors and employees of each
such controlling person, and any underwriters participating in the distribution
against all losses, claims, damages, liabilities and reasonable expenses
(including reasonable attorneys' fees (and, any other expenses reasonably
incurred by any underwriter or any such controlling person in connection with
defending or investigating any action or claim)) arising out of or based upon
any untrue or alleged untrue statement of a material fact contained in the
Shelf Registration Statement, Prospectus or preliminary Prospectus or any
omission or

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alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, except insofar as
the same arise out of or are based upon information furnished in writing to the
Company by such indemnified party or the related Holder of Registrable
Securities expressly for use therein; provided, however, that the Company shall
not be liable in any such case to the extent that any such loss, claim, damage,
liability or expense arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in any such
preliminary Prospectus if (a) such indemnified party or the related Holder of
Registrable Securities failed to deliver a copy of the Prospectus with or prior
to the delivery of written confirmation of the sale by such Person to the
Person asserting such loss, claim, damage, liability or expense and (b) the
Prospectus would have corrected such untrue statement or alleged untrue
statement or omission or alleged omission; and provided, further, that the
Company shall not be liable in any such case to the extent that any such loss,
claim, damage, liability or expense arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission in the
Prospectus, if (a) such untrue statement or alleged untrue statement, omission
or alleged omission is corrected in an amendment or supplement to the
Prospectus delivered to the indemnified party prior to the sale of Registrable
Securities and (b) such indemnified party or the related Holder of Registrable
Securities thereafter failed to deliver such Prospectus as so amended or
supplemented prior to or concurrently with the sale of the Registrable
Securities to the Person asserting such loss, claim, damage, liability or
expense; and provided further, that the Company shall not be liable in any such
case to the extent that any such loss, claim, damage, liability or expense
arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission in the Prospectus, if (a) such untrue statement
or alleged untrue statement, omission or alleged omission is contained in a
Prospectus or an amendment or supplement thereto which is the subject of a
notice delivered by the Company pursuant to, and in accordance with, Sections
7(b)(3), 7(b)(5) or 7(b)(6), and (b) to the extent that such losses arise out
of the breach by such indemnified party or the related Holder of Registrable
Securities of the obligations of such indemnified party or the related Holder
of Registrable Securities contained in the penultimate paragraph of Section 7.

(b) Indemnification by Holder of Registrable Securities.
In connection with each Shelf Registration Statement in which a Holder of
Registrable Securities is participating, an authorized officer of such Holder
of Registrable Securities will furnish to the Company in writing such
information and affidavits as the Company reasonably requests for use in
connection with any Shelf Registration Statement or Prospectus and each such
Holder agrees to indemnify and hold harmless, to the full extent permitted by
law, the Company and its directors, officers and employees and each Person who
controls the Company (within the meaning of Section 15 of the Securities Act
and Section 20 of the Exchange Act), the directors, officers and employees of
such controlling persons and any underwriters participating in the distribution
against all losses, claims, damages, liabilities and reasonable expenses
(including reasonable attorneys' fees) arising out of or based upon any untrue
or alleged untrue statement of a material fact or any omission or alleged
omission of a material fact required to be stated in the Shelf Registration
Statement or Prospectus or preliminary Prospectus or necessary to make the
statements therein not misleading, to the extent, but only to the extent, that
such untrue statement or omission is contained in any information so furnished
in writing by such Holder to the Company specifically for use in such Shelf
Registration Statement or Prospectus. In no event shall the liability of any
selling Holder of Registrable Securities hereunder be greater in amount than
the dollar amount of the proceeds received by such Holder upon the sale of the
Registrable Securities giving rise to such indemnification obligation. The
Company shall be entitled to receive indemnities from underwriters, selling
brokers, dealer managers and similar securities industry professionals
participating in the distribution, to the same extent as provided above with
respect to information so furnished in writing by such Persons specifically for
inclusion in any Prospectus or Shelf Registration Statement.

(c) Conduct of Indemnification Proceedings. Any Person
entitled to indemnification hereunder will (i) give prompt notice to the
indemnifying party of any

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claim with respect to which it seeks indemnification and (ii) permit such
indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party; provided, however, that any Person
entitled to indemnification hereunder shall have the right to employ separate
counsel and to participate in the defense of such claim, but the fees and
expenses of such counsel shall be at the expense of such Person unless (a) the
indemnifying party has agreed to pay such fees or expenses, or (b) the
indemnifying party shall have failed to assume the defense of such claim and
employ counsel reasonably satisfactory to such Person or (c) in the reasonable
judgment of any such Person, based upon advice of its counsel, a conflict of
interest may exist between such Person and the indemnifying party with respect
to such claims (in which case, if the Person notifies the indemnifying party in
writing that such Person elects to employ separate counsel at the expense of
the indemnifying party, the indemnifying party shall not have the right to
assume the defense of such claim on behalf of such Person). If such defense is
not assumed by the indemnifying party, the indemnifying party will not be
subject to any liability for any settlement made without its consent (but such
consent will not be unreasonably withheld). The indemnifying party shall not
be liable for any settlement of any proceeding effected without its written
consent, but if settled with such consent or if there be a final judgment for
the plaintiff, the indemnifying party agrees to indemnify the indemnified party
from and against any loss or liability by reason of such settlement or
judgment. No indemnifying party shall, without the prior written consent of
the indemnified party, effect any settlement of any pending or threatened
proceeding in respect of which any indemnified party is a party and indemnity
could have been sought hereunder by such indemnified party, unless such
settlement includes an unconditional release of such indemnified party from all
liability on claims that are the subject matter of such proceeding. An
indemnifying party who is not entitled to, or elects not to, assume the defense
of a claim will not be obligated to pay the fees and expenses of more than one
counsel for all parties indemnified by such indemnifying party with respect to
such claim, unless in the reasonable judgment of any indemnified party a
conflict of interest may exist between such indemnified party and any other of
such indemnified parties with respect to such claim, in which event the
indemnifying party shall be obligated to pay the fees and expenses of such
additional counsel or counsels.

(d) Contribution. If the indemnification provided for in
this Section 9 is unavailable to an indemnified party or is insufficient to
hold such indemnified party harmless for any losses in respect of which this
Section 9 would otherwise apply by its terms, then each applicable indemnifying
party, in lieu of indemnifying such indemnified party, shall have a joint and
several obligation to contribute to the amount paid or payable by such
indemnified party as a result of such losses, in such proportion as is
appropriate to reflect the relative fault of the indemnifying party, on the one
hand, and such indemnified party, on the other hand, in connection with the
actions, statements or omissions that resulted in such losses as well as any
other relevant equitable considerations. The relative fault of such
indemnifying party, on the one hand, and indemnified party, on the other hand,
shall be determined by reference to, among other

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things, whether any action in question, including any untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a
material fact, has been taken by, or relates to information supplied by, such
indemnifying party or indemnified party, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent any such
action, statement or omission. The amount paid or payable by a party as a
result of any losses shall be deemed to include any legal or other fees or
expenses incurred by such party in connection with any proceeding, to the
extent such party would have been indemnified for such expenses if the
indemnification provided for in Section 9(a) or 9(b) was available to such
party.

The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 9(d) were determined by pro
rata allocation or by any other method of allocation that does not take account
of the equitable considerations referred to in the immediately preceding
paragraph. Notwithstanding the provision of this Section 9(d), an indemnifying
party that is a selling Holder of Registrable Securities shall not be required
to contribute any amount in excess of the amount by which the total price at
which the Registrable Securities sold by such indemnifying party and
distributed to the public were offered to the public exceeds the amount of any
damages that such indemnifying party has otherwise been required to pay by
reasons 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.

(e) The indemnity, contribution and expense reimbursement
obligations under this Section 9 shall be in addition to any liability each
indemnifying party may otherwise have; provided that any payment made by the
Company which results in the indemnified party receiving from any source(s)
indemnification, contribution or reimbursement for an amount in excess of the
actual loss, liability or expense incurred by such indemnified party, shall be
refunded to the Company by the indemnified party receiving such excess payment.

10. Rule 144

The Company covenants that it will file the reports required
to be filed by it under the Securities Act and the Exchange Act and the rules
and regulations adopted by the SEC thereunder (as if the Company were subject
to the reporting requirements of Section 13 or Section 15(d) of the Exchange
Act whether or not it is so subject) and it will take such further action as
any holder of Registrable Securities may reasonably request, all to the extent
required from time to time to enable such holder to sell Registrable Securities
without registration under the Securities Act within the limitation of the
exemptions provided by (a) Rule 144 under the Securities Act, as such Rule may
be amended from time to time, or (b) any similar rule or regulation hereafter
adopted by the

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SEC. Upon the request of any holder of Registrable Securities, the Company
will deliver to such holder a written statement as to whether it has complied
with such information and requirements.

11. Participation in Underwritten Registrations

If any of the Registrable Securities covered by the Shelf
Registration Statement are to be sold in an underwritten offering, the
investment banker or investment bankers and manager or managers that will
administer the offering will be selected by the holders of a majority in
aggregate principal amount of such Registrable Securities included in such
offering; provided that such investment bankers and managers must be reasonably
satisfactory to the Company.

In the event any Debentureholder proposes to sell Registrable
Securities covered by the Shelf Registration Statement in an underwritten
offering, it will so notify the Company and provide the Company with the
information to be included in the notice to be given by the Company hereinafter
set forth. Promptly (and in any event within two (2) Business Days) after
receipt of such notice, the Company will give written notice to each other
Holder of Registrable Securities of (i) the name of the proposing Holder, (ii)
the principal amount of Registrable Securities proposed to be sold by such
proposing Holder, and (iii) the right of each other Holder to elect to have all
or a portion of the Registrable Securities owned by such Holder included in
such underwritten offering by notifying the Company and the proposing Holder of
such election (and specifying the principal amount of Registrable Securities to
be so included) within ten (10) Business Days after receipt of such notice from
the Company. A Holder making such an election on a timely basis shall be
entitled to have the aggregate principal amount of Registrable Securities
specified in such election included in the underwritten offering; provided,
however, that, if the managing underwriter advises the participating Holders in
writing that marketing factors require a limitation of the principal amount of
Registrable Securities to be underwritten, the amount of Registrable Securities
that may be included in the underwriting shall be so limited and shall be
allocated among the participating Holders pro rata in accordance with the
aggregate principal amount of Registrable Securities proposed to be included in
the underwritten offering by the participating Holders.

No Person may participate in any underwritten registration
hereunder unless such Person (a) agrees to sell such Person's securities on the
basis provided in any underwriting arrangements approved by the Persons
entitled hereunder to approve such arrangements and (b) completes and executes
all questionnaires, powers of attorney, indemnities, underwriting agreements
and other documents required under the terms of such underwriting arrangements.
Nothing in this Section 11 shall be construed to create any additional rights
regarding the registration of Registrable Securities in any Person otherwise
than as set forth herein.

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12. Miscellaneous

(a) Remedies. Each Holder, in addition to being entitled
to exercise all rights provided herein, in the Indenture or granted by law,
including recovery of liquidated or other damages, will be entitled to specific
performance of its rights under this Agreement. The Company and F4L
Supermarkets agree that monetary damages (including the liquidated damages
contemplated hereby) would not be adequate compensation for any loss incurred
by reason of a breach by them of the provisions of this Agreement and hereby
agree to waive the defense in any action for specific performance that a remedy
at law would be adequate.

(b) No Inconsistent Agreements. The Company will not on
or after the date of this Agreement enter into any agreement with respect to
its securities which is inconsistent with the rights granted to the Holders of
Registrable Securities in this Agreement or otherwise conflicts with the
provisions hereof. The Company has not previously entered into any agreement
with respect to its securities granting any registration rights to any Person,
except as disclosed in the Merger Agreement or as may be required in connection
with the Financing (as defined in the Merger Agreement). The rights granted to
the Holders of Registrable Securities hereunder do not in any way conflict with
and are not inconsistent with the rights granted to the holders of the
Company's securities under any such agreements.

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

(d) Notices. All notices and other communications
provided for or permitted hereunder shall be made in writing by hand-delivery,
registered first-class mail, telex, telecopier, or air courier guaranteeing
overnight delivery:

(i) if to a holder of Registrable Securities, at the most
current address given by such holder to the Company in accordance with
the provisions of this Section 12(d), which address initially is, with
respect to each Selling Debentureholder, the address set forth next to
such Selling Debentureholder's name on the signature pages of the
Merger Agreement, with a copy to Willkie Farr & Gallagher, One
Citicorp Center, 153 East 53rd Street, New York, New York 10022,
Attention: William E. Hiller, Esq.; and

(ii) if to the Company, initially at its address set forth
in the Merger Agreement and thereafter at such other address, notice
of which is given in accordance with the provisions of this Section
12(d), with a copy to Latham &

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Watkins, 633 West Fifth Street, Suite 4000, Los Angeles, CA 90071,
Attention: Thomas C. Sadler, Esq.

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

Copies of all such notices, demands or other communications
shall be concurrently delivered by the Person giving the same to the trustee
under the Indenture at the address specified in the 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, including without limitation and without the need for an express
assignment, subsequent holders of Registrable Securities. Any Holder may
transfer, pledge or assign its rights hereunder (including indemnification
rights) to any lender (a "Lender"), subject to compliance with the provisions
of Section 2 hereof. Upon notice to the Company by such Lender that the Lender
has become authorized to exercise rights hereunder, no further written
instrument shall be required under this Agreement provided the Lender provides
the Company at the time the Lender exercises any rights on behalf of a Holder
with such indemnifications and certifications as are reasonably satisfactory to
the Company in form and substance as to the Lender's authorization to exercise
such rights.

(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 internal laws of the State of New York.

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

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(j) Joint and Several Obligations. F4L Supermarkets will
have joint and several obligations for all of the obligations of the Company
hereunder.

(k) Entire Agreement. This Agreement is intended by the
parties as a final expression of their agreement and intended to be a complete
and exclusive statement of the agreement and understanding of the parties
hereto in respect of the subject matter contained herein. There are no
restrictions, promises, warranties or undertakings, other than those set forth
or referred to herein with respect to the registration rights granted by the
Company with respect to the securities sold pursuant to the Merger Agreement
other than that certain Registration Rights Agreement of even date herewith
relating to the Company's 13-5/8% Senior Discount Debentures due 2005. This
Agreement supersedes all prior agreements and understandings between the
parties with respect to such subject matter.

(l) Attorneys' Fees. In any action or proceeding brought
to enforce any provision of this Agreement, the successful party shall be
entitled to recover reasonable attorneys' fees in addition to its costs and
expenses and any other available remedy.

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IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.

FOOD 4 LESS HOLDINGS, INC.

By: /s/ Mark A. Resnik
Title: Vice President and Secretary

FOOD 4 LESS SUPERMARKETS, INC.

By: /s/ Mark A. Resnik
Title: Vice President and Secretary

SELLING DEBENTUREHOLDERS:

THE EDWARD J. DEBARTOLO CORPORATION

By: /s/ Anthony W. Liberati
Name: Anthony W. Liberati
Title: Executive Vice President

CAMDEV PROPERTIES INC.

By: /s/ Stanley H. Hartt
Name: Stanley H. Hartt
Title: Chairman of the Board, President
and Chief Executive Officer

By: /s/ Randall B. Northey
Vice President, General Counsel
and Secretary

BANK OF MONTREAL

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By: /s/ E.J.D. Pinder
Name: E.J.D. Pinder
Title: Account Manager

BANQUE PARIBAS

By: /s/ Jeffrey J. Youle
Name: Jeffrey J. Youle
Title: Senior Vice President

By: /s/ MS Alexander
Name: MS Alexander
Title: Managing Director

FEDERATED DEPARTMENT STORES, INC.

By: /s/ Padma Tatta Cariappa
Name: Padma Tatta Cariappa
Title: Associate Counsel