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.
The Company understands that the
Underwriters intend to make a public offering of the Securities as
soon after the effectiveness of this Agreement as in the judgment
of the Representatives is advisable, and initially to offer the
Securities on the terms set forth in the Time of Sale Information
and the Prospectus. Schedule III hereto sets forth the Time
of Sale Information made available at the Time of Sale.
If the foregoing is in accordance
with your understanding, please sign and return to us five
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, the Company and each of
the Guarantors. 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.
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Very Truly Yours,
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THE KROGER CO.
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Each of the Guarantors Listed on
Schedule A
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hereto, as Guarantor of the
Designated Securities
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By:
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/s/ Paul W. Heldman
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Name:
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Paul W. Heldman
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Title:
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President/Vice President
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QUEEN CITY ASSURANCE,
INC.
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as Guarantor of the Designated
Securities
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RJD ASSURANCE, INC.
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as Guarantor of the Designated
Securities
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VINE COURT ASSURANCE
INCORPORATED
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as Guarantor of the Designated
Securities
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By:
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/s/ Bruce M. Gack
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Name:
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Bruce M. Gack
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Title:
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Senior Vice President
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[Signature Page to Pricing
Agreement]
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Banc of America Securities
LLC
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J.P. Morgan Securities
Inc.
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Citigroup Global Markets
Inc.
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Mitsubishi UFJ Securities (USA),
Inc.
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U.S. Bancorp Investments,
Inc.
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Wells Fargo Securities,
LLC
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Fortis Securities LLC
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The Williams Capital Group,
L.P.
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By: Banc of America Securities
LLC
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By:
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/s/ Peter J. Carbone
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Name:
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Peter J. Carbone
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Title:
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Vice President
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By: J.P. Morgan Securities
Inc.
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By:
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/s/ Robert Bottamedi
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Name:
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Robert Bottamedi
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Title:
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Vice President
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On behalf of each of the
Underwriters
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[Signature Page to Pricing
Agreement]
SCHEDULE A
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Name of Guarantor
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State of
Organization
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Alpha Beta Company
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California
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Bay Area Warehouse
Stores, Inc.
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California
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Bell Markets, Inc.
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California
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Cala Co.
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Delaware
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Cala Foods, Inc.
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California
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CB&S Advertising
Agency,&nb
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