Exhibit 1.1.1
EXECUTION COPY
Pricing Agreement
Banc of America Securities
LLC
J.P. Morgan Securities
Inc.
As Representatives of the
several
Underwriters named in Schedule I
hereto.
September 24, 2009
Dear Sirs:
The Kroger Co., an Ohio corporation
(the “Company”), and the Guarantors on Schedule A and
on the signature pages hereto propose, subject to the terms and
conditions stated herein and in the Underwriting Agreement, dated
September 24, 2009 (the “Underwriting Agreement”), to
issue and sell to the Underwriters named in Schedule I hereto (the
“Underwriters”) the Securities (the “Designated
Securities”) and related Guarantees specified in Schedule II
hereto. Each of the provisions of the Underwriting Agreement
is incorporated herein by reference in its entirety, and shall be
deemed to be a part of this Agreement to the same extent as if such
provisions had been set forth in full herein; and each of the
representations and warranties set forth therein shall be deemed to
have been made at and as of the date of this Pricing Agreement,
except that each representation and warranty which refers to the
Prospectus in Section 2 of the Underwriting Agreement shall be
deemed to be a representation or warranty as of the date of the
Underwriting Agreement in relation to the Prospectus (as therein
defined), and also a representation and warranty as of the date of
this Pricing Agreement in relation to the Prospectus as amended or
supplemented relating to the Designated Securities and related
Guarantees. Each reference to the Representatives herein and
in the provisions of the Underwriting Agreement so incorporated by
reference shall be deemed to refer to you. Unless otherwise
defined herein, terms defined in the Underwriting Agreement are
used herein as therein defined. The Representatives
designated to act on behalf of each of the Underwriters of the
Designated Securities and related Guarantees pursuant to Section 12
of the Underwriting Agreement and the address of the
Representatives referred to in such Section 12 are set forth at the
end of Schedule II hereto.
An amendment to the Registration
Statement, or a supplement to the Prospectus, as the case may be,
relating to the Designated Securities and related Guarantees, in
the form heretofore delivered to you is now proposed to be filed
with the Commission.
Subject to the terms and conditions
set forth herein and in the Underwriting Agreement incorporated
herein by reference, the Company agrees to issue and sell to each
of the Underwriters, and each of the Underwriters agrees, severally
and not jointly, to purchase from the Company, at the time and
place and at the purchase price to the Underwriters, and under
other terms and conditions set forth in Schedule II hereto, the
principal amount of Designated Securities set forth opposite the
name of such Underwriter in Schedule I hereto.