Common use of Very Truly Yours, Clause in Contracts

Very Truly Yours,. Attest: THE KROGER CO. Each of the Guarantors Listed on Schedule I hereto, as Guarantor of the Designated Securities _____________________________ By: __________________________________ Assistant Secretary/Secretary Name: Paul Xxxxxxx Title: Vice President Attest: RJD ASSURANCE, INC., as Guarantor of the Designated Securities VINE COURT ASSURANCE INCORPORATED, as Guarantor of the Designated Securities _____________________________ By:________________________________ Assistant Treasurer Name: Brucx X. Xxxx Title: Vice President RICHIE'S INC., as Guarantor of the Designated Securities By: ________________________________ Name: Keitx X. Xxxxxx Title: Vice President and Secretary ROCKET NEWCO, INC., as Guarantor of the Designated Securities HENPIL, INC., as Guarantor of the Designated Securities WYDIV, INC., as Guarantor of the Designated Securities By: ________________________________ Name: Stevxx XxXxxxxx Title: Vice President and Secretary SCHEDULE I Guarantors Name of Guarantor State of Organization ----------------- --------------------- Alpha Beta Company California Bay Area Warehouse Stores, Inc. California Bell Xxxkets, Inc. California Cala Co. Delaware Cala Foods, Inc. California CB&S Advertising Agency, Inc. Oregon Crawxxxx Xxxres, Inc. California Dillxx Xxxpanies, Inc. Kansas Dillxx Xxxl Estate Co., Inc. Kansas Distribution Trucking Company Oregon Drugs Distributors, Inc. Indiana FM Holding Corporation Delaware FM, Inc. Utah Food 4 Less GM, Inc. California Food 4 Less Holdings, Inc. Delaware Food 4 Less Merchandising, Inc. California Food 4 Less of California, Inc. California Food 4 Less of Southern California, Inc. Delaware Fred Xxxex, Xxc. Delaware Fred Xxxex Xxxelers, Inc. California Fred Xxxex xx Alaska, Inc. Alaska Fred Xxxex xx California, Inc. California Fred Xxxex Xxxres, Inc. Delaware Grand Central, Inc. Utah Hughxx Xxxkets, Inc. California Hughxx Xxxlty, Inc. California Inter-American Foods, Inc. Ohio JH Properties, Inc. Washington Junior Food Stores of West Florida, Inc. Florida J.V. Distributing, Inc. Michigan KRGP Inc. Ohio KRLP Inc. Ohio Kroger Dedicated Logistics Co. Ohio Kroger Limited Partnership I Ohio (limited partnership) Kroger Limited Partnership II Ohio (limited partnership) Kroger Texas L.P. Ohio (limited partnership) KU Acquisition Corporation Washington Kwik Shop, Inc. Kansas Mini Mart, Inc. Wyoming Peyton's-Southeastern, Inc. Tennessee QFC Sub, Inc. Washxxxxxx - 0 - 00 Xxxx xx Xxxxxxxxx Xxxxx xx Organization ----------------- --------------------- Quality Food Centers, Inc. Washington Quality Food Holdings, Inc. Delaware Quality Food, Inc. Delaware Quik Stop Markets, Inc. California Ralphs Grocery Company Delaware Roundup Co. Washington Second Story, Inc. Washington Smitx'x Xxxerage of Wyoming, Inc. Wyoming Smitx'x Xxxd & Drug Centers, Inc. Delaware The Kroger Co. of Michigan Michigan THGP Co., Inc. Pennsylvania THLP Co., Inc. Pennsylvania Topvalco, Inc. Ohio Turkey Hill, L.P. Pennsylvania (limited partnership) Wellx Xxxcraft, Inc. Kansas ANNEX I Pricing Agreement [NAMES OF CO-REPRESENTATIVE(S),] As Representatives of the several Underwriters named in Schedule I hereto, ...................., 20.. Dear Sirs: The Kroger Co., an Ohio corporation (the "Company"), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated .................... (the "Underwriting Agreement"), to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities specified in Schedule II hereto (the "Designated Securities"). 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 which are the subject of this Pricing Agreement. 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 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, 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 set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us __ counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very Truly Yours, Attest: THE KROGER CO. _____________________________ By: ___________________________ Assistant Secretary/Secretary Name: Title: Accepted as of the date hereof: [NAME(S) OF CO-REPRESENTATIVE(S)] On behalf of each of the Underwriters SCHEDULE I PRINCIPAL AMOUNT OF DESIGNATED SECURITIES TO BE UNDERWRITER PURCHASED -------------------------------------------------------------------------------- [Name(s) of Co-Representative(s) $ [Names of other Underwriters] -------------- Total $ - 4 - 27 SCHEDULE II

Very Truly Yours,. Attest: THE KROGER CO. Each of the Guarantors Listed on Schedule I hereto, as Guarantor of the Designated Securities _____________________________ By: __________________________________ ----------------------------------- -------------------------------------------------- Xxxxx X. Xxxx Name: Xxxx X. Xxxxxxx Assistant Secretary/Secretary Name: Paul Xxxxxxx Title: Senior Vice President/President/Vice President Attest: QUEEN CITY ASSURANCE, INC. as Guarantor of the Designated Securities RJD ASSURANCE, INC., as Guarantor of the Designated Securities VINE COURT ASSURANCE INCORPORATED, as Guarantor of the Designated Securities _____________________________ By:________________________________ Assistant Treasurer : ----------------------------------- -------------------------------------------------- Xxxxx X. Xxxxxxxxx Name: Brucx Xxxxx X. Xxxx Treasurer Title: Senior Vice President/Vice President RICHIE'S INC., as Guarantor of the Designated Securities By: ________________________________ -------------------------------------------------- Name: Keitx Xxxxxx X. Xxxxxx O`Brien, Jr. Title: Vice President President, Secretary and Secretary Treasurer ROCKET NEWCO, INC., as Guarantor of the Designated Securities HENPIL, INC., as Guarantor of the Designated Securities WYDIVBy: -------------------------------------- Name: Xxxxxx X. O`Brien, Jr. Title: President/Vice President XXXXXXX XXXXX XXXXXX INC. BANC OF AMERICA SECURITIES LLC BANC ONE CAPITAL MARKETS, INC., as Guarantor . X.X. XXXXXX SECURITIES INC. By: ----------------------------------------------------- (Xxxxxxx Xxxxx Xxxxxx Inc.) On behalf of each of the Designated Securities By: ________________________________ Name: Stevxx XxXxxxxx Title: Vice President and Secretary Underwriters SCHEDULE I Guarantors Name of Guarantor State of Organization GUARANTORS NAME OF GUARANTOR STATE OF ORGANIZATION ----------------- --------------------- Alpha Beta Company California Bay Area Warehouse Stores, Inc. California Bell XxxketsXxxx Markets, Inc. California Cala Co. Delaware Cala Foods, Inc. California CB&S Advertising Agency, Inc. Oregon Crawxxxx XxxresXxxxxxxx Stores, Inc. California Dillxx XxxpaniesXxxxxx Companies, Inc. Kansas Dillxx Xxxl Xxxxxx Real Estate Co., Inc. Kansas Distribution Trucking Company Oregon Drugs Distributors, Inc. Indiana FM Holding Corporation Delaware F4L L.P. Ohio FM, Inc. Utah Food 4 Less GM, Inc. California Food 4 Less Holdings, Inc. Delaware Food 4 Less Merchandising, Inc. California Food 4 Less of California, Inc. California Food 4 Less of Southern California, Inc. Delaware Fred XxxexXxxx Xxxxx, Xxc. Inc. Delaware Fred Xxxex XxxelersXxxx Xxxxx Jewelers, Inc. California Fred Xxxex xx Xxxx Xxxxx of Alaska, Inc. Alaska Fred Xxxex xx Xxxx Xxxxx of California, Inc. California Fred Xxxex XxxresXxxx Xxxxx Stores, Inc. Delaware Grand Central, Inc. Utah Hughxx XxxketsXxxxxx Markets, Inc. California Hughxx XxxltyXxxxxx Realty, Inc. California Inter-American Foods, Inc. Ohio JH Properties, Inc. Washington Junior Food Stores of West Florida, Inc. Florida J.V. Distributing, Inc. Michigan KRGP Inc. Ohio KRLP Inc. Ohio The Kroger Co. of Michigan Michigan Kroger Dedicated Logistics Co. Ohio Kroger Group Cooperative, Inc. Ohio Kroger Limited Partnership I Ohio (limited partnership) Kroger Limited Partnership II Ohio (limited partnership) Kroger Texas L.P. Ohio (limited partnership) KU Acquisition Corporation Washington NAME OF GUARANTOR STATE OF ORGANIZATION ----------------- --------------------- Kwik Shop, Inc. Kansas Mini Mart, Inc. Wyoming Peyton's-Southeastern, Inc. Tennessee QFC Sub, Inc. Washxxxxxx - 0 - 00 Xxxx xx Xxxxxxxxx Xxxxx xx Organization ----------------- --------------------- Washington Quality Food Centers, Inc. Washington Quality Food Holdings, Inc. Delaware Quality Food, Inc. Delaware Quik Stop Markets, Inc. California Ralphs Grocery Company Delaware Roundup Co. Washington Second Story, Inc. Washington Smitx'x Xxxerage Xxxxx'x Beverage of Wyoming, Inc. Wyoming Smitx'x Xxxd Xxxxx'x Food & Drug Centers, Inc. Delaware The Kroger Co. of Michigan Michigan THGP Co., Inc. Pennsylvania THLP Co., Inc. Pennsylvania Topvalco, Inc. Ohio Turkey Hill, L.P. Pennsylvania (limited partnership) Wellx XxxcraftXxxxx Aircraft, Inc. Kansas ANNEX I Pricing Agreement [NAMES OF CO-REPRESENTATIVE(S),] As Representatives of the several Underwriters named in Schedule I hereto, ...................., 20.. Dear Sirs: The Kroger Co., an Ohio corporation (the "Company"), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated .................... (the "Underwriting Agreement"), to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities specified in Schedule SCHEDULE II hereto (the "Designated Securities"). 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 which are the subject of this Pricing Agreement. 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 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, 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 set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us __ counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very Truly Yours, Attest: THE KROGER CO. _____________________________ By: ___________________________ Assistant Secretary/Secretary Name: Title: Accepted as of the date hereof: [NAME(S) OF CO-REPRESENTATIVE(S)] On behalf of each of the Underwriters SCHEDULE I UNDERWRITER PRINCIPAL AMOUNT OF DESIGNATED SECURITIES 6.75% SENIOR NOTES DUE 2012 TO BE UNDERWRITER PURCHASED -------------------------------------------------------------------------------- [Name(s) Xxxxxxx Xxxxx Barney Inc. $125,000,000 Banc of Co-Representative(s) $ [Names of other Underwriters] -------------- America Securities LLC $125,000,000 Banc One Capital Markets, Inc. $125,000,000 XX Xxxxxx Securities Inc. $125,000,000 ------------- Total $ - 4 - 27 $500,000,000 SCHEDULE IIIII TITLE OF DESIGNATED SECURITIES:

Very Truly Yours,. Attest: THE KROGER CO. Each of the Guarantors Listed on Schedule I hereto, as Guarantor of the Designated Securities _____________________________ By: __________________________________ Assistant Secretary/Secretary Name: Paul X. Xxxxxxx Title: Vice President Attest: RJD ASSURANCE, INC., as . As Guarantor of the Designated Securities VINE COURT ASSURANCE INCORPORATED, as Guarantor of the Designated Securities _____________________________ By:________________________________ Assistant Treasurer Name: Brucx X. Xxxx Title: Vice President RICHIE'S INC., as Guarantor of the Designated Securities By: ________________________________ Name: Keitx X. Xxxxxx Title: Vice President and Secretary ROCKET NEWCO, INC., as Guarantor of the Designated Securities HENPIL, INC., as Guarantor of the Designated Securities WYDIV, INC., as Guarantor of the Designated Securities By: ________________________________ Name: Stevxx XxXxxxxx Title: Vice President and Secretary SALOXXX XXXXX XXXNEY INC. BANC OF AMERICA SECURITIES LLC J.P. XXXXXX XXXURITIES INC. BANC ONE CAPITAL MARKETS, INC. BNP PARIBAS SECURITIES CORP. BNY CAPITAL MARKETS, INC. MIZUHO INTERNATIONAL PLC SCOTIA CAPITAL (USA) INC. TOKYO-MITSUBISHI INTERNATIONAL PLC U.S. BANCORP PIPEX XXXXXXX XXX. By: ________________________________ (Saloxxx Xxxxx Xxxnxx Xxx.) On behalf of each of the Underwriters SCHEDULE I Guarantors ---------- Name of Guarantor State of Organization ----------------- --------------------- Alpha Beta Company California Bay Area Warehouse Stores, Inc. California Bell Xxxkets, Inc. California Cala Co. Delaware Cala Foods, Inc. California CB&S Advertising Agency, Inc. Oregon Crawxxxx Xxxres, Inc. California Dillxx Xxxpanies, Inc. Kansas Dillxx Xxxl Estate Co., Inc. Kansas Distribution Trucking Company Oregon Drugs Distributors, Inc. Indiana FM Holding Corporation Delaware FM, Inc. Utah Food 4 Less GM, Inc. California Food 4 Less Holdings, Inc. Delaware Food 4 Less Merchandising, Inc. California Food 4 Less of California, Inc. California Food 4 Less of Southern California, Inc. Delaware Fred Xxxex, Xxc. Delaware Fred Xxxex Xxxelers, Inc. California Fred Xxxex xx Alaska, Inc. Alaska Fred Xxxex xx California, Inc. California Fred Xxxex Xxxres, Inc. Delaware Grand Central, Inc. Utah Hughxx Xxxkets, Inc. California Hughxx Xxxlty, Inc. California Inter-American Foods, Inc. Ohio JH Properties, Inc. Washington Junior Food Stores of West Florida, Inc. Florida J.V. Distributing, Inc. Michigan KRGP Inc. Ohio KRLP Inc. Ohio Kroger Dedicated Logistics Co. Ohio Kroger Limited Partnership I Ohio (limited partnership) Kroger Limited Partnership II Ohio (limited partnership) Kroger Texas L.P. Ohio (limited partnership) KU Acquisition Corporation Washington Kwik Shop, Inc. Kansas Mini Mart, Inc. Wyoming Peyton's-Southeastern, Inc. Tennessee Name of Guarantor State of Organization ----------------- --------------------- QFC Sub, Inc. Washxxxxxx - 0 - 00 Xxxx xx Xxxxxxxxx Xxxxx xx Organization ----------------- --------------------- Washington Quality Food Centers, Inc. Washington Quality Food Holdings, Inc. Delaware Quality Food, Inc. Delaware Quik Stop Markets, Inc. California Ralphs Grocery Company Delaware Roundup Co. Washington Second Story, Inc. Washington Smitx'x Xxxerage of Wyoming, Inc. Wyoming Smitx'x Xxxd & Drug Centers, Inc. Delaware The Kroger Co. of Michigan Michigan THGP Co., Inc. Pennsylvania THLP Co., Inc. Pennsylvania Topvalco, Inc. Ohio Turkey Hill, L.P. Pennsylvania (limited partnership) Wellx Xxxcraft, Inc. Kansas ANNEX I Pricing Agreement [NAMES OF CO-REPRESENTATIVE(S),] As Representatives of the several Underwriters named in Schedule I hereto, ...................., 20.. Dear Sirs: The Kroger Co., an Ohio corporation (the "Company"), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated .................... (the "Underwriting Agreement"), to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities specified in Schedule SCHEDULE II hereto (the "Designated Securities"). 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 which are the subject of this Pricing Agreement. 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 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, 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 set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us __ counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very Truly Yours, Attest: THE KROGER CO. _____________________________ By: ___________________________ Assistant Secretary/Secretary Name: Title: Accepted as of the date hereof: [NAME(S) OF CO-REPRESENTATIVE(S)] On behalf of each of the Underwriters SCHEDULE I UNDERWRITER PRINCIPAL AMOUNT OF DESIGNATED SECURITIES PRINCIPAL AMOUNT OF 6.8% SENIOR NOTES DUE 2011 7.5% SENIOR NOTES DUE 2031 TO BE UNDERWRITER PURCHASED -------------------------------------------------------------------------------- [Name(sTO BE PURCHASED Saloxxx Xxxxx Xxxney Inc. $ 116,500,000 $ 116,500,000 Banc of America Securities LLC 116,500,000 116,500,000 J.P. Xxxxxx Xxxurities Inc. 116,500,000 116,500,000 Banc One Capital Markets, Inc. 50,000,000 50,000,000 Scotia Capital (USA) of CoInc. 30,500,000 30,500,000 BNY Capital Markets, Inc. 20,000,000 20,000,000 U.S. Bancorp Pipex Xxxxxxx Xxx. 20,000,000 20,000,000 BNP Paribas Securities Corp. 10,000,000 10,000,000 Mizuho International plc 10,000,000 10,000,000 Tokyo-Representative(s) $ [Names of other Underwriters] -------------- Mitsubishi International plc 10,000,000 10,000,000 Total $ - 4 - 27 $500,000,000 $500,000,000 SCHEDULE IIIII

Very Truly Yours,. Attest: THE KROGER CO. Each of the Guarantors Listed on Schedule I hereto, as Guarantor of the Designated Securities _____________________________ By: __________________________________ --------------------------------- --------------------------------------- Assistant Secretary/Secretary Name: Paul Paux X. Xxxxxxx Title: Senior Vice President/Vice President Attest: RJD ASSURANCE, INC., . as Guarantor of the Designated Securities VINE COURT ASSURANCE INCORPORATED, as Guarantor of the Designated Securities _____________________________ --------------------------------- Treasurer By:________________________________ Assistant Treasurer : --------------------------------------- Name: Brucx Bruxx X. Xxxx Title: Senior Vice President/Vice President RICHIE'S INC., as Guarantor of the Designated Securities By: ________________________________ -------------------------------------- Name: Keitx Keixx X. Xxxxxx Title: Vice President and Secretary ROCKET NEWCO, INC., as Guarantor of the Designated Securities HENPIL, INC., as Guarantor of the Designated Securities WYDIV, INC., as Guarantor of the Designated Securities By: ________________________________ -------------------------------------- Name: Stevxx Stexxx XxXxxxxx Title: Vice President and Secretary Secxxxxxx Xxxxxxx, Xxxxx & Co. By: ------------------------------- Golxxxx, Xacxx & Co. SCHEDULE I Guarantors ---------- Name of Guarantor State of Organization ----------------- --------------------- Alpha Beta Company California Bay Area Warehouse Stores, Inc. California Bell XxxketsBelx Xxrkets, Inc. California Cala Co. Delaware Cala Foods, Inc. California CB&S Advertising Agency, Inc. Oregon Crawxxxx XxxresCraxxxxx Xxores, Inc. California Dillxx XxxpaniesDilxxx Xxmpanies, Inc. Kansas Dillxx Xxxl Dilxxx Xxal Estate Co., Inc. Kansas Distribution Trucking Company Oregon Drugs Distributors, Inc. Indiana FM Holding Corporation Delaware FM, Inc. Utah Food 4 Less GM, Inc. California Food 4 Less Holdings, Inc. Delaware Food 4 Less Merchandising, Inc. California Food 4 Less of California, Inc. California Food 4 Less of Southern California, Inc. Delaware Fred XxxexFrex Xxyxx, XxcXnc. Delaware Fred Xxxex XxxelersFrex Xxyxx Xxwelers, Inc. California Fred Xxxex Frex Xxyxx xx Alaska, Inc. Alaska Fred Xxxex Frex Xxyxx xx California, Inc. California Fred Xxxex XxxresFrex Xxyxx Xxores, Inc. Delaware Grand Central, Inc. Utah Hughxx XxxketsHugxxx Xxrkets, Inc. California Hughxx XxxltyHugxxx Xxalty, Inc. California Inter-American Foods, Inc. Ohio JH Properties, Inc. Washington Junior Food Stores of West Florida, Inc. Florida J.V. Distributing, Inc. Michigan KRGP Inc. Ohio KRLP Inc. Ohio Kroger Dedicated Logistics Co. Ohio Kroger Limited Partnership I Ohio (limited partnership) Kroger Limited Partnership II Ohio (limited partnership) Kroger Texas L.P. Ohio (limited partnership) KU Acquisition Corporation Washington Kwik Shop, Inc. Kansas Mini Mart, Inc. Wyoming Peyton's-Southeastern, Inc. Tennessee Name of Guarantor State of Organization ----------------- --------------------- QFC Sub, Inc. Washxxxxxx - 0 - 00 Xxxx xx Xxxxxxxxx Xxxxx xx Organization ----------------- --------------------- Washington Quality Food Centers, Inc. Washington Quality Food Holdings, Inc. Delaware Quality Food, Inc. Delaware Quik Stop Markets, Inc. California Ralphs Grocery Company Delaware Roundup Co. Washington Second Story, Inc. Washington Smitx'x Xxxerage Smixx'x Xxverage of Wyoming, Inc. Wyoming Smitx'x Xxxd Smixx'x Xxod & Drug Centers, Inc. Delaware The Kroger Co. of Michigan Michigan THGP Co., Inc. Pennsylvania THLP Co., Inc. Pennsylvania Topvalco, Inc. Ohio Turkey Hill, L.P. Pennsylvania (limited partnership) Wellx XxxcraftWelxx Xxrcraft, Inc. Kansas ANNEX I Pricing Agreement [NAMES OF CO-REPRESENTATIVE(S),] As Representatives of the several Underwriters named in Schedule I hereto, ...................., 20.. Dear Sirs: The Kroger Co., an Ohio corporation (the "Company"), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated .................... (the "Underwriting Agreement"), to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities specified in Schedule SCHEDULE II hereto (the "Designated Securities"). 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 which are the subject of this Pricing Agreement. 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 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, 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 set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us __ counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very Truly Yours, Attest: THE KROGER CO. _____________________________ By: ___________________________ Assistant Secretary/Secretary Name: Title: Accepted as of the date hereof: [NAME(S) OF CO-REPRESENTATIVE(S)] On behalf of each of the Underwriters SCHEDULE I UNDERWRITER PRINCIPAL AMOUNT OF DESIGNATED SECURITIES TO BE UNDERWRITER PURCHASED -------------------------------------------------------------------------------- [Name(s) of Co-Representative(s) $ [Names of other Underwriters] -------------- Golxxxx, Xachs & Co. $250,000,000 Total $ - 4 - 27 $250,000,000 SCHEDULE IIIII

Very Truly Yours,. Attest: THE KROGER CO. Each of the Guarantors Listed on Schedule I hereto, as Guarantor of the Designated Securities _____________________________ By: __________________________________ Assistant Secretary/Secretary -------------------------------- Name: Paul Xxxxxxx Xxxistant Secretary/Secretary Title: Vice President Attest: RJD ASSURANCE, INC., as Guarantor of the Designated Securities VINE COURT ASSURANCE INCORPORATED, as Guarantor of the Designated Securities _____________________________ By:________________________________ : -------------------------------- ----------------------------------------- Assistant Treasurer Name: Brucx X. Xxxx Title: Vice President RICHIE'S INC., as Guarantor of the Designated Securities By: ________________________________ ---------------------------------------- Name: Keitx X. Xxxxxx Title: Vice President and Secretary ROCKET NEWCO, INC., as Guarantor of the Designated Securities HENPIL, INC., as Guarantor of the Designated Securities WYDIV, INC., as Guarantor of the Designated Securities By: ________________________________ ---------------------------------------- Name: Stevxx XxXxxxxx Title: Vice President and Secretary SALOXXX XXXXX XXXNEY INC. BANC OF AMERICA SECURITIES LLC BANC ONE CAPITAL MARKETS, INC. CHASE SECURITIES INC. DEUTSCHE BANK SECURITIES INC. UTENXXXX XXXITAL PARTNERS, L.P. By: ----------------------------------------------- (Saloxxx Xxxxx Xxxney Inc.) On behalf of each of the Underwriters SCHEDULE I Guarantors ---------- Name of Guarantor State of Organization ----------------- --------------------- Alpha Beta Company California Bay Area Warehouse Stores, Inc. California Bell Xxxkets, Inc. California Cala Co. Delaware Cala Foods, Inc. California CB&S Advertising Agency, Inc. Oregon Compare, Inc. Delaware Crawxxxx Xxxres, Inc. California Dillxx Xxxpanies, Inc. Kansas Dillxx Xxxl Estate Co., Inc. Kansas Distribution Trucking Company Oregon Drugs Distributors, Inc. Indiana FM Holding Corporation Delaware FM, Inc. Utah Food 4 Less GM, Inc. California Food 4 Less Holdings, Inc. Delaware Food 4 Less Merchandising, Inc. California Food 4 Less of California, Inc. California Food 4 Less of Southern California, Inc. Delaware Fred Xxxex, Xxc. Delaware Fred Xxxex Xxxelers, Inc. California Delaware Fred Xxxex xx Alaska, Inc. Alaska Fred Xxxex xx California, Inc. California Fred Xxxex Xxxres, Inc. Delaware Grand Central, Inc. Utah Hughxx Xxxkets, Inc. California Hughxx Xxxlty, Inc. California Inter-American Foods, Inc. Ohio Jackxxx Xxx Cream Co., Inc. Kansas JH Properties, Inc. Washington Junior Food Stores of West Florida, Inc. Florida J.V. Distributing, Inc. Michigan KRGP Inc. Ohio KRLP Inc. Ohio Kroger Dedicated Logistics Co. Ohio Kroger Limited Partnership I Ohio (limited partnership) Kroger Limited Partnership II Ohio (limited partnership) Kroger Texas L.P. Ohio (limited partnership) KU Acquisition Corporation Washington Name of Guarantor State of Organization ----------------- --------------------- Kwik Shop, Inc. Kansas Merksamer Jewelers, Inc. California Mini Mart, Inc. Wyoming Peyton's-Southeastern, Inc. Tennessee QFC Sub, Inc. Washxxxxxx - 0 - 00 Xxxx xx Xxxxxxxxx Xxxxx xx Organization ----------------- --------------------- Washington Quality Food Centers, Inc. Washington Quality Food Holdings, Inc. Delaware Quality Food, Inc. Delaware Quik Stop Markets, Inc. California Ralphs Grocery Company Delaware Roundup Co. Washington Saint Lawrxxxx Xxxding Company Delaware Second Story, Inc. Washington Smitx'x Xxxerage of Wyoming, Inc. Wyoming Smitx'x Xxxd & Drug Centers, Inc. Delaware Smitty's Equipment Leasing, Inc. Delaware Smitty's Super Valu, Inc. Delaware Smitty's Supermarkets, Inc. Delaware The Kroger Co. of Michigan Michigan THGP Co., Inc. Pennsylvania THLP Co., Inc. Pennsylvania Topvalco, Inc. Ohio Treasure Valley Land Company, L.C. Idaho Turkey Hill, L.P. Pennsylvania (limited partnership) Wellx Xxxcraft, Inc. Kansas ANNEX I Pricing Agreement [NAMES OF CO-REPRESENTATIVE(S),] As Representatives of the several Underwriters named in Schedule I heretoWestern Property Investment Group, ...................., 20.. Dear Sirs: The Kroger Co., an Ohio corporation (the "Company"), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated .................... (the "Underwriting Agreement"), to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities specified in Schedule Inc. California SCHEDULE II hereto (the "Designated Securities"). 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 which are the subject of this Pricing Agreement. 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 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, 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 set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us __ counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very Truly Yours, Attest: THE KROGER CO. _____________________________ By: ___________________________ Assistant Secretary/Secretary Name: Title: Accepted as of the date hereof: [NAME(S) OF CO-REPRESENTATIVE(S)] On behalf of each of the Underwriters SCHEDULE I UNDERWRITER PRINCIPAL AMOUNT OF DESIGNATED SECURITIES 7.8% SENIOR NOTES DUE 2007 TO BE UNDERWRITER PURCHASED -------------------------------------------------------------------------------- [Name(s) Saloxxx Xxxxx Xxxney Inc. $150,000,000 Banc of Co-Representative(s) $ [Names of other Underwriters] -------------- America Securities LLC 39,900,000 Banc One Capital Markets, Inc. 39,900,000 Chase Securities Inc. 39,900,000 Deutsche Bank Securities Inc. 15,150,000 Utenxxxx Xxxital Partners, L.P. 15,150,000 ------------- Total $ - 4 - 27 $300,000,000 SCHEDULE IIIII TITLE OF DESIGNATED SECURITIES:

Very Truly Yours,. Attest: THE KROGER CO. Each of the Guarantors Listed on Schedule I hereto, as Guarantor of the Designated Securities _____________________________ By: __________________________________ ----------------------------- Assistant Secretary/Secretary Name: Paul Xxxxxxx Lawrxxxx X. Xxxxxx Title: Vice President and Treasurer Attest: RJD ASSURANCE, INC., as Guarantor of the Designated Securities VINE COURT ASSURANCE INCORPORATED, as Guarantor of the Designated Securities _____________________________ By:________________________________ : ----------------------------- ------------------------------------- Assistant Treasurer Name: Brucx X. Xxxx Title: Vice President RICHIE'S INC., as Guarantor of the Designated Securities By: ________________________________ ------------------------------------- Name: Keitx X. Xxxxxx Title: Vice President and Secretary ROCKET NEWCO, INC., as Guarantor of the Designated Securities HENPIL, INC., as Guarantor of the Designated Securities WYDIV, INC., as Guarantor of the Designated Securities By: ------------------------------------- Name: Stevxx XxXxxxxx Title: Vice President and Secrxxxxx XXXXXXX, XXXXX & XO. CHASE SECURITIES INC. BANC OF AMERICA SECURITIES LLC BANC ONE CAPITAL MARKETS, INC. U.S. BANCORP PIPEX XXXXXXX XXX. By:_________________________________________________ Name: Stevxx XxXxxxxx Title: Vice President and Secretary (Goldxxx, Xxchs & Co.) On behalf of each of the Underwriters SCHEDULE I Guarantors Name of Guarantor State of Organization ----------------- --------------------- Alpha Beta Company California Bay Area Warehouse Stores, Inc. California Bell Xxxkets, Inc. California Cala Co. Delaware Cala Foods, Inc. California CB&S Advertising Agency, Inc. Oregon City Market, Inc. Colorado Compare, Inc. Delaware Crawxxxx Xxxres, Inc. California Dillxx Xxxpanies, Inc. Kansas Dillxx Xxxl Estate Co., Inc. Kansas Distribution Trucking Company Oregon Drugs Distributors, Inc. Indiana FM Holding Corporation Delaware FM Retail Services, Inc. Washington FM, Inc. Utah Food 4 Less GM, Inc. California Food 4 Less Holdings, Inc. Delaware Food 4 Less Merchandising, Inc. California Food 4 Less of California, Inc. California Food 4 Less of Southern California, Inc. Delaware Fred Xxxex, Xxc. Delaware Fred Xxxex Xxxelers, Inc. California Delaware Fred Xxxex xx Alaska, Inc. Alaska Fred Xxxex xx California, Inc. California Fred Xxxex Xxxres, Inc. Delaware Grand Central, Inc. Utah Hughxx Xxxkets, Inc. California Hughxx Xxxlty, Inc. California Inter-American Foods, Inc. Ohio Jackxxx Xxx Cream Co., Inc. Kansas JH Properties, Inc. Washington Junior Food Stores of West Florida, Inc. Florida J.V. Distributing, Inc. Michigan KRGP Inc. Ohio KRLP Inc. Ohio Kroger Dedicated Logistics Co. Ohio Name of Guarantor State of Organization ----------------- --------------------- Kroger Limited Partnership I Ohio (limited partnership) Kroger Limited Partnership II Ohio (limited partnership) Kroger Texas L.P. Ohio (limited partnership) KU Acquisition Corporation Washington Kwik Shop, Inc. Kansas Merksamer Jewelers, Inc. California Mini Mart, Inc. Wyoming Peyton's-Southeastern, Inc. Tennessee QFC Sub, Inc. Washxxxxxx - 0 - 00 Xxxx xx Xxxxxxxxx Xxxxx xx Organization ----------------- --------------------- Washington Quality Food Centers, Inc. Washington Quality Food Holdings, Inc. Delaware Quality Food, Inc. Delaware Quik Stop Markets, Inc. California Ralphs Grocery Company Delaware Roundup Co. Washington Saint Lawrxxxx Xxxding Company Delaware Second Story, Inc. Washington Smitx'x Xxxerage of Wyoming, Inc. Wyoming Smitx'x Xxxd & Drug Centers, Inc. Delaware Smitty's Equipment Leasing, Inc. Delaware Smitty's Super Valu, Inc. Delaware Smitty's Supermarkets, Inc. Delaware The Kroger Co. of Michigan Michigan THGP Co., Inc. Pennsylvania THLP Co., Inc. Pennsylvania Topvalco, Inc. Ohio Treasure Valley Land Company, L.C. Idaho Turkey Hill, L.P. Pennsylvania (limited partnership) Wellx Xxxcraft, Inc. Kansas ANNEX I Pricing Agreement [NAMES OF CO-REPRESENTATIVE(S),] As Representatives of the several Underwriters named in Schedule I heretoWestern Property Investment Group, ...................., 20.. Dear Sirs: The Kroger Co., an Ohio corporation (the "Company"), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated .................... (the "Underwriting Agreement"), to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities specified in Schedule Inc. California SCHEDULE II hereto (the "Designated Securities"). 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 which are the subject of this Pricing Agreement. 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 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, 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 set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us __ counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very Truly Yours, Attest: THE KROGER CO. _____________________________ By: ___________________________ Assistant Secretary/Secretary Name: Title: Accepted as of the date hereof: [NAME(S) OF CO-REPRESENTATIVE(S)] On behalf of each of the Underwriters SCHEDULE I UNDERWRITER PRINCIPAL AMOUNT OF DESIGNATED SECURITIES 8.05% SENIOR NOTES DUE 2010 TO BE UNDERWRITER PURCHASED -------------------------------------------------------------------------------- [Name(s) Goldxxx, Xxchs & Co. $175,000,000 Chase Securities Inc. 175,000,000 Banc of Co-Representative(s) $ [Names of other Underwriters] -------------- America Securities LLC 50,000,000 Banc One Capital Markets, Inc. 50,000,000 U.S. Bancorp Pipex Xxxxxxx Xxx. 50,000,000 ------------ Total $ - 4 - 27 $500,000,000 SCHEDULE IIIII TITLE OF DESIGNATED SECURITIES: