Exhibit 5
No. 1 $66,500,000
ConAgra, Inc.
9.35% Series CC Debentures due 2044
ConAgra, Inc., a Delaware corporation (the
"Issuer"), for value received, hereby promises to pay to
ConAgra Capital, L.C. or registered assigns, at the office
or agency of the Issuer in The City of New York, the
principal sum of $66,500,000 Dollars on February 29, 2044,
in such coin or currency of the United States of America as
at the time of payment shall be legal tender for the payment
of public and private debts, and to pay interest, at a rate
equal to 9.35% per annum accruing from February 2, 1995 or
from the most recent Interest Payment Date (as defined
below) to which interest has been paid or provided for on
the Series CC Debentures. To the extent allowed by law, the
Issuer will also pay interest on overdue installments of
interest at such rate. The amount of interest payable for
any full monthly interest period shall be computed on the
basis of twelve 30-day months and a 360-day year and, for
any period shorter than a full monthly interest period,
shall be computed on the basis of the actual number of days
elapsed in such period. Such interest shall be payable
monthly on the last day (an "Interest Payment Date") of each
calendar month, commencing on February 28, 1995 to the
holder or holders of this Debenture on the relevant record
date (each, a "Record Date"), which shall be one Business
Day prior to the relevant Interest Payment Date. If
Interest Payment Date is not a Business Day, then payment of
the interest payable on such date will be made on the next
succeeding day which is a Business Day (and without any
interest or other payment in respect of any such delay)
except that, if such Business Day is in the next succeeding
calendar year, such payment shall be made on the immediately
preceding Business Day (and the Record Date for such
Interest Payment Date shall be one Business Day prior to the
date on which payment is to be made), in each case with the
same force and effect as if made on such date. If at any
time following the issuance of the Common Securities,
Capital shall be required to pay, with respect to its income
derived from the interest payments on the Series CC
Debentures, any amounts, for or on account of any taxes,
duties, assessments or governmental charges of whatever
nature imposed by the United States or any other taxing
authority, then, in any such case, the Issuer will pay as
interest such additional amounts ("Additional Interest") as
may be necessary in order that the net amounts received and
retained by Capital after the payment of such taxes, duties,
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assessments or governmental charges shall result in
Capital's having such funds as it would have had in the
absence of the payment of such taxes, duties, assessments or
governmental charges. Notwithstanding the forgoing, the
Issuer shall have the right at any time or times during the
term of the Series CC Debentures, so long as the Issuer is
not in default in the payment of interest under any of the
Securities, to extend the interest payment period for the
Series CC Debentures up to 18 months; provided that at the
________
end of such period the Issuer shall pay all installments of
interest then accrued and unpaid (together with interest
thereon at the rate specified for the Series CC Debentures
to the extent permitted by applicable law); provided further
________________
that, during any such extended interest period, neither the
Issuer nor any majority owned subsidiary of the Issuer shall
pay or declare any dividends on, or redeem, purchase,
acquire or make a liquidation payment with respect to, any
of its capital stock (other than payments to redeem common
share purchase rights under the Issuer's shareholder rights
plan dated July 10, 1986, as amended, or to declare a
dividend of similar share purchase rights in the future);
and provided further that any such extended interest period
________________
may only be selected with respect to the Series CC
Debentures if an extended interest period of identical
length is simultaneously selected for all Securities. Prior
to the termination of any such extended interest payment
period for the Series CC Debentures, the Issuer may further
extend the interest payment period for the Series CC
Debentures; provided that such extended interest payment
period for the Series CC Debentures together with all such
further extensions thereof, may not exceed 18 months; and
provided further that any such further extended interest
________________
period may only be selected with respect to the Series CC
Debentures if a further extended interest period of
identical length is simultaneously selected for all
Securities. Following the termination of any extended
interest payment period, if the Issuer has paid all accrued
and unpaid interest required by the Securities for such
period, then the Issuer shall have the right to again extend
the interest payment period up to 18 months as herein
described. The Issuer shall give Capital notice of its
selection of any extended interest payment period one
Business Day prior to the earlier of (i) the date Capital
declares the related distribution, if any, to the holders of
the Common Interests or (ii) the date Capital is required to
give notice of the record or payment date of such related
distribution, if any, to the holders of the Common Interests
to the New York Stock Exchange or other applicable self-
regulatory organization or to holders of the Common
Interests, but in any event not less than two Business Days
prior to such Record Date.
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Reference is made to the further provisions of
this Debenture set forth on the reverse hereof. Such
further provisions shall for all purposes have the same
effect as though fully set forth at this place.
This Debenture shall not be valid or become
obligatory for any purpose until the certificate of
authentication hereon shall have been signed by the Trustee
under the Indenture referred to below.
This Debenture is one of a duly authorized issue
of debentures, notes, bonds or other evidences of
indebtedness of the Issuer (hereinafter called the
"Securities") of the series hereinafter specified, all
issued or to be issued under and pursuant to an indenture
dated as of March 10, 1994 and supplemental indentures
thereto (herein collectively called the "Indenture"), duly
executed and delivered by the Issuer and First Trust
National Association, as Trustee (herein called the
"Trustee"), to which Indenture and all indentures
supplemental thereto reference is hereby made for a
description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the
Trustee, the Issuer and the holders of the Securities. The
Securities may be issued in one or more series, which
different series may be issued in various aggregate
principal amounts, may mature at different times, may bear
interest (if any) at different rates, may be subject to
different redemption provisions (if any), may be subject to
different sinking, purchase or analogous funds (if any) and
may otherwise vary as in the Indenture provided. This
Debenture is one of a series designated as the "Series CC
Debentures due 2044" (the "Series CC Debentures") of the
Issuer, limited in aggregate principal amount to
$66,500,000.
In case an Event of Default with respect to the
Series CC Debentures, as defined in the Indenture, shall
have occurred and be continuing, the principal hereof may be
declared, and upon such declaration shall become, due and
payable, in the manner, with the effect and subject to the
conditions provided in the Indenture.
The Indenture contains provisions permitting the
Issuer and the Trustee, with the consent of the Holders of
not less than 66-2/3% in aggregate principal amount of the
Securities at the time Outstanding (as defined in the
Indenture) of all series to be affected (voting as one
class), evidenced as in the Indenture provided, to execute
supplemental indentures adding any provisions to or changing
in any manner or eliminating any of the provisions of the
Indenture or of any supplemental indenture or modifying in
any manner the rights of the Holders of the Securities of
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each such series; provided, however, that no such
supplemental indenture shall (i) extend the final maturity
of any Security, or reduce the principal amount thereof or
any premium thereon, or reduce the rate or extend the time
of payment of any interest thereon, or impair or affect the
rights of any Holder to institute suit for the payment
thereof, without the consent of the Holder of each Security
so affected, or (ii) reduce the aforesaid percentage of
Securities, the Holders of which are required to consent to
any such supplemental indenture, without the consent of the
Holder of each Security affected. It is also provided in
the Indenture that, with respect to certain defaults or
Events of Default regarding the Securities of any series,
prior to any declaration accelerating the maturity of such
Securities, the Holders of a majority in aggregate principal
amount Outstanding of the Securities of such series (or, in
the case of certain defaults or Events of Default, all or
certain series of the Securities) may on behalf of the
Holders of all the Securities of such series (or all or
certain series of the Securities, as the case may be) waive
any such past default or Event of Default and its
consequences. The preceding sentence shall not, however,
apply to a continuing default in the payment of the
principal of or premium, if any, or interest on any of the
Securities. Any such consent or waiver by the Holder of
this Debenture (unless revoked as provided in the Indenture)
shall be conclusive and binding upon such Holder and upon
all future Holders and owners of this Debenture and any
Debenture which may be issued in exchange or substitution
herefor, irrespective of whether or not any notation thereof
is made upon this Debenture or such other Debentures.
No reference herein to the Indenture and no
provision of this Debenture or of the Indenture shall alter
or impair the obligation of the Issuer, which is absolute
and unconditional, to pay the principal of and any premium
and interest on this Debenture in the manner, at the
respective times, at the rate and in the coin or currency
herein prescribed.
The Series CC Debentures are issuable in
registered form without coupons in denominations of $25 and
any integral multiple of $25 at the office or agency of the
Issuer in the Borough of Manhattan, The City of New York,
and in the manner and subject to the limitations provided in
the Indenture, but without the payment of any service
charge, Series CC Debentures may be exchanged for a like
aggregate principal amount of Series CC Debentures of other
authorized denominations.
Upon not less than 30 nor more than 60 days' prior
notice, the Issuer shall have the right to prepay the Series
CC Debentures (together with any accrued but unpaid
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interest, including Additional Interest, if any, on the
portion being prepaid), without premium or penalty,
(i) in whole or in part, as the case may be, at
any time on or after February 29, 2000; and
(ii) in whole at any time if the Issuer and
Capital have been advised by independent nationally
recognized legal counsel that, as a result of any
change after January 26, 1995 in United States law
(including the enactment or imminent enactment of any
legislation, the publication of any judicial decisions
or regulatory rulings or a change in the official
position or in the interpretation of law or
regulations), there exists more than an insubstantial
risk that the Issuer will be precluded from deducting
the interest on the Series CC Debentures for federal
income tax purposes,
all as further provided in the Indenture.
The Series CC Debentures are, to the extent and in
the manner provided in the Indenture, expressly subordinate
and junior in right of payment of all Senior Indebtedness as
provided in the Indenture, and each holder of this
Debenture, by his acceptance hereof, agrees to and shall be
bound by such provisions of the Indenture and authorizes and
directs the Trustee in his behalf to take such action as
appropriate to effectuate such subordination and appoints
the Trustee his attorney-in-fact for any and all such
purposes. The Indenture defines Senior Indebtedness as
obligations (other than non-recourse obligations and the
Securities) of, or guaranteed or assumed by, the Issuer for
borrowed money (including both senior and subordinated
indebtedness for borrowed money (other than the Securities))
or evidenced by bonds, debentures, notes or other similar
instruments, and amendments, renewals, extensions,
modifications and refundings of any such indebtedness or
obligation, whether existing as of the date hereof or
subsequently incurred by the Issuer.
Upon due presentment for registration of transfer
of this Debenture at the office or agency of the Issuer in
the Borough of Manhattan, The City of New York, a new
Debenture or Debentures of authorized denominations for an
equal aggregate principal amount will be issued to the
transferee in exchange therefor, subject to the limitations
provided in the Indenture, without charge except for any tax
or other governmental charge imposed in connection
therewith.
The Issuer, the Trustee and any authorized agent
of the Issuer or the Trustee may deem and treat the
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registered Holder hereof as the absolute owner of this
Debenture (whether or not this Debenture shall be overdue
and notwithstanding any notation of ownership or other
writing hereon), for the purpose of receiving payment of, or
on account of, the principal hereof and premium, if any, and
subject to the provisions on the face hereof, interest
hereon, and for all other purposes, and neither the Issuer
nor the Trustee nor any authorized agent of the Issuer or
the Trustee shall be affected by any notice to the contrary.
No recourse under or upon any obligation, covenant
or agreement of the Issuer in the Indenture or any indenture
supplemental thereto or in any Debenture, or because of the
creation of any indebtedness represented thereby, shall be
had against any incorporator, stockholder, officer or
director, as such, of the Issuer or of any successor
corporation, either directly or through the Issuer or any
successor corporation, under any rule of law, statute or
constitutional provision or by the enforcement of any
assessment or by any legal or equitable proceeding or
otherwise, all such liability being expressly waived and
released by the acceptance hereof and as part of the
consideration for the issue hereof.
Terms used herein which are defined in the
Indenture shall have the respective meanings assigned
thereto in the Indenture.
Dated: February 2, 1995
ConAgra, Inc.
By /s/ J.P. O'Donnell
This is one of the Securities of the series
designated herein referred to in the within-mentioned
Indenture.
First Trust National
Association, as Trustee
By /s/ K. Barrett
Authorized Signatory
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