0000950152-08-002351 Sample Contracts

RECITALS OF THE COMPANY
Supplemental Indenture • March 27th, 2008 • Kroger Co • Retail-grocery stores • New York
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Pricing Agreement
Pricing Agreement • March 27th, 2008 • Kroger Co • Retail-grocery stores

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 March 19, 2008 (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 warr

The Kroger Co. Debt Securities Underwriting Agreement
Underwriting Agreement • March 27th, 2008 • Kroger Co • Retail-grocery stores • New York

To the Representatives of the March 19, 2008 several Underwriters named in the respective Pricing Agreements hereinafter described.

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