REGISTRATION RIGHTS AGREEMENT by and among ConAgra Foods, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated Banc of America Securities LLC BNP Paribas Securities Corp. Citigroup Global Markets Inc. and Dated as of December 21, 2006Registration Rights Agreement • March 14th, 2007 • Conagra Foods Inc /De/ • Food and kindred products • New York
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”).
ContractConagra Foods Inc /De/ • March 14th, 2007 • Food and kindred products
[RESTRICTED SECURITIES LEGEND:] [THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF CONAGRA FOODS, INC. (THE “COMPANY”) THAT NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO THE SECOND ANNIVERSARY OF THE ISSUANCE HEREOF OR (Y) AT ANY TIME BY ANY TRANSFEROR THAT WAS AN AFFILIATE OF THE COMPANY DURING THE THREE MONTHS PRECEDING THE DATE OF SUCH OFFER, RESALE, PLEDGE OR OTHER TRANSFER, IN EITHER CASE, OTHER THAN (1) TO THE COMPANY, (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (3) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON WHOM THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A PURCHASING
