Pricing Agreement
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Goldman, Sachs & Co.
BNY Capital Markets, Inc.
BT Alex. Brown Incorporated
BancAmerica Robertson Stephens
Nesbitt Burns Securities Inc.
As Representatives of the several
Underwriters named in Schedule I hereto,
May 6, 1998
Dear Sirs:
The Kroger Co., an Ohio corporation (the "Company"), proposed,
subject to the terms and conditions stated herein and in the
Underwriting Agreement, dated May 6, 1998 (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 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 six 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,
The Kroger Co.
By (Lawrence M. Turner)
Name: Lawrence M. Turner
Title: V.P. & Treasurer
Accepted as of the date hereof:
Goldman, Sachs & Co.
BNY Capital Markets, Inc.
BT Alex. Brown Incorporated
BancAmerica Robertson Stephens
Nesbitt Burns Securities Inc.
By:(Goldman, Sachs & Co.)
Goldman, Sachs & Co.
On behalf of each of the Underwriters
Schedule I
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Underwriter Principal Amount of Designated
Securities to be Purchased
Goldman, Sachs & Co. $150,000,000
BNY Capital Markets, Inc. 12,500,000
BT Alex. Brown Incorporated 12,500,000
BancAmerica Robertson Stephens 12,500,000
Nesbitt Burns Securities Inc. 12,500,000
Total $200,000,000
SCHEDULE II
Title of Designated Securities:
7.0% Senior Notes due 2018
Aggregate principal amount:
$200,000,000
Price to Public:
99.847% of the principal amount of the Designated
Securities, plus accrued interest from May 11, 1998
Purchase Price by Underwriters:
98.972% of the principal amount of the Designated
Securities, plus accrued interest from May 11, 1998
Specified funds for payment purchase price:
Immediately available funds
Indenture:
Indenture dated as of May 1, 1998, between the Company
and Star Bank, National Association, as Trustee
Maturity:
May 1, 2018
Interest Rate:
7.0%
Interest Payment Dates:
May 1 and November 1, commencing November 1, 1998
Redemption Provisions:
As described in the Prospectus Supplement dated May 6,
1998
Sinking Fund Provisions:
No sinking fund provisions
Defeasance Provisions:
As described in the Prospectus Supplement dated May 6,
1998
Time of Delivery:
May 11, 1998
Closing Location:
The Offices of Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza, New York, New York 10004
Names and addresses of Representatives:
Designated Representative: Goldman, Sachs & Co.
Address for Notices, etc.: 85 Broad Street
New York, New York