Item 1.02. Termination of a Material Definitive Agreement.

As previously disclosed, on January 30, 2012, Harris Teeter Supermarkets, Inc. (“Harris Teeter”) entered into a $350 million Amended and Restated Credit Agreement (the “Credit Agreement”) with Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent, and the lenders parties thereto, regarding a five-year senior revolving credit facility in the aggregate amount of up to $350 million with a $35 million sublimit for swingline loans and a $100 million sublimit for the issuance of letters of credit.

On January 28, 2014, in connection with the Merger (as defined in Item 2.01 of this Current Report on Form 8-K), Harris Teeter paid all fees and other amounts outstanding under the Credit Agreement and terminated the Credit Agreement. Other than in respect of the Credit Agreement, neither Harris Teeter or any of its affiliates has any material relationship with any of the other parties to the Credit Agreement, except that (i) Wells Fargo has performed, and may in the future perform, for Harris Teeter and its affiliates, various commercial banking, investment banking, underwriting, trust and other financial advisory services, for which it has received, and will receive, customary fees and expenses and (ii) J.P. Morgan Securities LLC, an affiliate of JPMorgan Chase Bank, N.A., a lender under the Credit Agreement, has acted as Harris Teeter’s financial advisor in connection with the Merger.

Item 2.01. Completion of Acquisition or Disposition of Assets.

On January 28, 2014 (the “Closing Date”), pursuant to the Agreement and Plan of Merger dated as of July 8, 2013 (the “Merger Agreement”) among Harris Teeter, The Kroger Co. (“Kroger”), and Hornet Acquisition Inc., a wholly-owned subsidiary of Kroger (“Merger Subsidiary”), Merger Subsidiary merged with and into Harris Teeter (the “Merger”), with Harris Teeter surviving the Merger as a wholly owned subsidiary of Kroger.

At the effective time of the Merger (the “Effective Time”), (i) each outstanding share of Harris Teeter common stock was converted into the right to receive $49.38 in cash, without interest and less any applicable withholding taxes, (ii) each outstanding option to purchase shares of Harris Teeter common stock, whether vested or unvested, was converted into the right to receive a payment in cash, without interest and less any applicable withholding taxes, equal to the product of the excess, if any, of the merger consideration of $49.38 over the exercise price of the option, multiplied by the number of shares subject to such option, and (iii) each performance share and outstanding share of Harris Teeter common stock subject to time-based, performance, or other vesting or lapse restrictions, whether vested or unvested, was converted into the right to receive 100% of the shares of Harris Teeter common stock underlying such award and the merger consideration of $49.38 for each such share.

The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which was filed with the Securities and Exchange Commission (the “SEC”) on July 9, 2013 as Exhibit 2.1 to Harris Teeter’s Current Report on Form 8-K, and which is incorporated herein by reference.