Registration Rights Agreement (2007)Full Document 

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by and among

ConAgra Foods, Inc.


Merrill Lynch, Pierce, Fenner & Smith Incorporated

Banc of America Securities LLC

BNP Paribas Securities Corp.

Citigroup Global Markets Inc.


J.P. Morgan Securities Inc.

Dated as of December 21, 2006



This Registration Rights Agreement (this “Agreement”) is made and entered into this 21st day of December, 2006, between ConAgra Foods, Inc., a Delaware corporation (the “Company”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Lead Dealer Manager”), and Banc of America Securities LLC, BNP Paribas Securities Corp., Citigroup Global Markets Inc., and J.P. Morgan Securities Inc., (individually, a “Co-Dealer Manager” and collectively with the Lead Dealer Manager, the “Dealer Managers”).

This Agreement is made pursuant to the Offering Memorandum dated November 20, 2006 (the “Offering Memorandum”), which provides for the offer by the Company to exchange its outstanding 9.75% notes due 2021 (the “2021 Notes”) and its outstanding 6.75% notes due 2011 (the “2011 Notes” and together with the 2021 Notes, the “Old Notes”) for new notes due June 15, 2017 (the “New Notes”) validly tendered and not validly withdrawn, on the terms and conditions set forth in the Offering Memorandum. The execution of this Agreement is a condition to the consummation of the Original Exchange Offer (as defined below).

In consideration of the foregoing, the parties hereto agree as follows:

1. Definitions. As used in this Agreement, the following capitalized defined terms shall have the following meanings:

Affiliate” of any specified Person shall mean any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such specified Person. For purposes of this definition, “control” of a Person shall mean the power, direct or indirect, to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

Automatic Shelf Registration Statement” shall mean an “automatic shelf registration statement” as that term is defined in Rule 405 under the Securities Act.

Co-Dealer Managers” shall have the meaning set forth in the preamble.

Company” shall have the meaning set forth in the preamble and shall also include the Company’s successors.

Dealer Managers Agreement” means the Dealer Managers Agreement, dated November 20, 2006, by and among the Company and the Dealer Managers.

Dealer Managers” shall have the meaning set forth in the preamble.

Depositary” shall mean The Depository Trust Company, or any other depositary appointed by the Company; provided, however, that such depositary must have an address in the Borough of Manhattan, in the City of New York.



Exchange Offer” shall mean the exchange offer by the Company of Exchange Securities for Registrable Securities pursuant to Section 2.1 hereof.

Exchange Offer Registration” shall mean a registration under the Securities Act effected pursuant to Section 2.1 hereof.

Exchange Offer Registration Statement” shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form), and all amendments and supplements to such registration statement, including the Prospectus contained therein, all exhibits thereto and all documents incorporated by reference therein.

Exchange Period” shall have the meaning set forth in Section 2.1 hereof.

Exchange Securities” shall mean the notes due 2017 issued by the Company under the Indenture, containing terms identical to the New Notes in all material respects (except for references to certain additional interest rate provisions, restrictions on transfers and restrictive legends), to be offered to Holders of New Notes in exchange for Registrable Securities pursuant to the Exchange Offer.

Holder” shall mean each Person who becomes the registered owner of Registrable Securities under the Indenture and each Participating Broker-Dealer that holds Exchange Securities for so long as such Participating Broker-Dealer is required to deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Securities.

Indenture” shall mean the Indenture, dated as of October 8, 1990, between the Company and The Bank of New York (as successor to JPMorgan Chase Bank, N.A.), as trustee, as the same may be amended, supplemented, waived or otherwise modified from time to time in accordance with the terms thereof.

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