No. 1 $46,519,000
ConAgra, Inc.
Series BB Adjustable Rate Debentures due 2043
ConAgra, Inc., a Delaware corporation (the
"Issuer"), for value received, hereby promises to pay to
ConAgra Capital, L.C. ("Capital") or registered assigns, at
the office or agency of the Issuer in The City of New York,
the principal sum of $46,519,000 Dollars on June 30, 2043,
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 7.06% per annum from June 8, 1994 to and including
August 31, 1994 and interest for each monthly interest
period thereafter at a rate per annum equal to the
Applicable Interest Rate in effect for the Quarterly Period
in which such interest period occurs until such principal
sum is paid or duly made available for payment.
Except as provided below in this paragraph, the
"Applicable Interest Rate" for any Quarterly Period will be
equal to 95% of the Effective Rate (as defined below), but
not less than 5.0% per annum, or more than 10.5% per annum.
The "Effective Rate" for any Quarterly Period will be equal
to the highest of the Treasury Bill Rate, the Ten Year
Constant Maturity Rate and the Thirty Year Constant Maturity
Rate (each as defined below) for such Quarterly Period. In
the event that the Company determines in good faith that for
any reason:
(i) any one of the Treasury Bill Rate, the Ten
Year Constant Maturity Rate or the Thirty Year Constant
Maturity Rate cannot be determined for any Quarterly
Period, then the Effective Rate for such Quarterly
Period will be equal to the higher of whichever two of
such rates can be so determined;
(ii) only one of the Treasury Bill Rate, the Ten
Year Constant Maturity Rate or the Thirty Year Constant
Maturity Rate can be determined for any Quarterly
Period, then the Effective Rate for such Quarterly
Period will be equal to whichever such rate can be so
determined; or
(iii) none of the Treasury Bill Rate, the Ten
Year Constant Maturity Rate or the Thirty Year Constant
Maturity Rate can be determined for any Quarterly
Period, then the Effective Rate for the preceding
Quarterly Period will be continued for such Quarterly
Period.
Except as described below in this paragraph, the
"Treasury Bill Rate" for each Quarterly Period will be the
arithmetic average of the two most recent weekly per annum
market discount rates (or the one weekly per annum market
discount rate, if only one such rate is published during the
relevant Calendar Period (as defined below)) for three-month
U.S. Treasury bills, as published weekly by the Federal
Reserve Board (as defined below) during the Calendar Period
immediately preceding the last ten calendar days preceding
the Quarterly Period for which the interest rate on the
Series BB Debentures is being determined. In the event that
the Federal Reserve Board does not publish such a weekly per
annum market discount rate during any such Calendar Period,
then the Treasury Bill Rate for such Quarterly Period will
be the arithmetic average of the two most recent weekly per
annum market discount rates (or the one weekly per annum
market discount rate, if only one such rate is published
during the relevant Calendar Period) for three-month U.S.
Treasury bills, as published weekly during such Calendar
Period by any Federal Reserve Bank or by any U.S. Government
department or agency selected by the Company. In the event
that a per annum market discount rate for three-month U.S.
Treasury Bills is not published by the Federal Reserve Board
or by any Federal Reserve Bank or by any U.S. Government
department or agency during such Calendar Period, then the
Treasury Bill Rate for such Quarterly Period will be the
arithmetic average of the two most recent weekly per annum
market discount rates (or the one weekly per annum market
discount rate, if only one such rate is published during the
relevant Calendar Period) for all of the U.S. Treasury bills
then having remaining maturities of not less than 80 nor
more than 100 days, as published during such Calendar Period
by the Federal Reserve Board or, if the Federal Reserve
Board does not publish such rates, by any Federal Reserve
Bank or by any U.S. Government department or agency selected
by the Company. In the event that the Company determines in
good faith that for any reason no such U.S. Treasury bill
rates are published as provided above during such Calendar
Period, then the Treasury Bill Rate for such Quarterly
Period will be the arithmetic average of the per annum
market discount rates based upon the closing bids during
such Calendar Period for each of the issues of marketable
non-interest-bearing U.S. Treasury securities with a
remaining maturity of not less than 80 nor more than 100
days from the date of each such quotation, as chosen and
quoted daily for each business day in New York City (or less
frequently if daily quotations are not generally available)
to the Company by at least three recognized dealers in U.S.
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Government securities selected by the Company. In the event
that the Company determines in good faith that for any
reason the Company cannot determine the Treasury Bill Rate
for any Quarterly Period as provided above in this
paragraph, the Treasury Bill Rate for such Quarterly Period
will be the arithmetic average of the per annum market
discount rates based upon the closing bids during such
Calendar Period for each of the issues of marketable
interest-bearing U.S. Treasury securities with a remaining
maturity of not less than 80 nor more than 100 days, as
chosen and quoted daily for each business day in New York
City (or less frequently if daily quotations are not
generally available) to the Company by at least three
recognized dealers in U.S. Government securities selected by
the Company.
Except as described below in this paragraph, the "Ten
Year Constant Maturity Rate" for each Quarterly Period will
be the arithmetic average of the two most recent weekly per
annum Ten Year Average Yields (as defined below) (or the one
weekly per annum Ten Year Average Yield, if only one such
yield is published during the relevant Calendar Period), as
published weekly by the Federal Reserve Board during the
Calendar Period immediately preceding the last ten calendar
days preceding the Quarterly Period for which the interest
rate on the Series BB Debentures is being determined. In
the event that the Federal Reserve Board does not publish
such a weekly per annum Ten Year Average Yield during such
Calendar Period, then the Ten Year Constant Maturity Rate
for such Quarterly Period will be the arithmetic average of
the two most recent weekly per annum Ten Year Average Yields
(or the one weekly per annum Ten Year Average Yield, if only
one such yield is published during the relevant Calendar
Period), as published weekly during such Calendar Period by
any Federal Reserve Bank or by any U.S. Government
department or agency selected by the Company. In the event
that a per annum Ten Year Average Yield is not published by
the Federal Reserve Board or by any Federal Reserve Bank or
by any U.S. Government department or agency during such
Calendar Period, then the Ten Year Constant Maturity Rate
for such Quarterly Period will be the arithmetic average of
the two most recent weekly per annum average yields to
maturity (or the one weekly per annum average yield to
maturity, if only one such yield is published during the
relevant Calendar Period) for all of the actively traded
marketable U.S. Treasury fixed interest rate securities
(other than Special Securities (as defined below)) then
having remaining maturities of not less than eight nor more
than twelve years, as published during such Calendar Period
by the Federal Reserve Board or, if the Federal Reserve
Board does not publish such yields, by any Federal Reserve
Bank or by any U.S. Government department or agency selected
by the Company. In the event that the Company determines in
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good faith that for any reason the Company cannot determine
the Ten Year Constant Maturity Rate for any Quarterly Period
as provided above in this paragraph, then the Ten Year
Constant Maturity Rate for such Quarterly Period will be the
arithmetic average of the per annum average yields to
maturity based upon the closing bids during such Calendar
Period for each of the issues of actively traded marketable
U.S. Treasury fixed interest rate securities (other than
Special Securities) with a final maturity date not less than
eight nor more than twelve years from the date of each such
quotation, as chosen and quoted daily for each business day
in New York City (or less frequently if daily quotations are
not generally available) to the Company by at least three
recognized dealers in U.S. Government securities selected by
the Company.
Except as described below in this paragraph, the
"Thirty Year Constant Maturity Rate" for each Quarterly
Period will be the arithmetic average of the two most recent
weekly per annum Thirty Year Average Yields (as defined
below) (or the one weekly per annum Thirty Year Average
Yield, if only one such yield is published during the
relevant Calendar Period), as published weekly by the
Federal Reserve Board during the Calendar Period immediately
preceding the last ten calendar days preceding the Quarterly
Period for which the interest rate on the Series BB
Debentures is being determined. In the event that the
Federal Reserve Board does not publish such a weekly per
annum Thirty Year Average Yield during such Calendar Period,
then the Thirty Year Constant Maturity Rate for such
Quarterly Period will be the arithmetic average of the two
most recent weekly per annum Thirty Year Average Yields (or
the one weekly per annum Thirty Year Average Yield, if only
one such yield is published during the relevant Calendar
Period), as published weekly during such Calendar Period by
any Federal Reserve Bank or by any U.S. Government
department or agency selected by the Company. In the event
that a per annum Thirty Year Average Yield is not published
by the Federal Reserve Board or by any Federal Reserve Bank
or by any U.S. Government department or agency during such
Calendar Period, then the Thirty Year Constant Maturity Rate
for such Quarterly Period will be the arithmetic average of
the two most recent weekly per annum average yields to
maturity (or the one weekly per annum average yield to
maturity, if only one such yield is published during the
relevant Calendar Period) for all of the actively traded
marketable U.S. Treasury fixed interest rate securities
(other than Special Securities) then having remaining
maturities of not less than twenty-eight nor more than
thirty years, as published during such Calendar Period by
the Federal Reserve Board or, if the Federal Reserve Board
does not publish such yields, by any Federal Reserve Bank or
by any U.S. Government department or agency selected by the
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Company. In the event that the Company determines in good
faith that for any reason the Company cannot determine the
Thirty Year Constant Maturity Rate for any Quarterly Period
as provided above in this paragraph, then the Thirty Year
Constant Maturity Rate for such Quarterly Period will be the
arithmetic average of the per annum average yields to
maturity based upon the closing bids during such Calendar
Period for each of the issues of actively traded marketable
U.S. Treasury fixed interest rate securities (other than
Special Securities) with a final maturity date not less than
twenty-eight nor more than thirty years (or, in the absence
of which, having maturities of not less than twenty-five
years or, in the further absence of which, twenty years)
from the date of each such quotation, as chosen and quoted
daily for each business day in New York City (or less
frequently if daily quotations are not generally available)
to the Company by at least three recognized dealers in U.S.
Government securities selected by the Company.
The Treasury Bill Rate, the Ten Year Constant Maturity
Rate and the Thirty Year Constant Maturity Rate will each be
rounded to the nearest five hundredths of a percent.
The Applicable Interest Rate with respect to each
Quarterly Period will be calculated as promptly as
practicable by the Company according to the appropriate
method described above.
As used above, the term "Calendar Period" means a
period of fourteen calendar days; the term "Federal Reserve
Board" means the Board of Governors of the Federal Reserve
System; the term "Quarterly Period" means the three-month
period ending November 30, 1994 and each three-month period
ending February 28 (or February 29), May 31, August 31 and
November 30 thereafter; the term "Special Securities" means
securities which can, at the option of the holder, be
surrendered at face value in payment of any Federal estate
tax or which provide tax benefits to the holder and are
priced to reflect such tax benefits or which were originally
issued at a deep or substantial discount; the term "Ten Year
Average Yield" means the average yield to maturity for
actively traded marketable U.S. Treasury fixed interest rate
securities (adjusted to constant maturities of ten years);
and the term "Thirty Year Average Yield" means the average
yield to maturity for actively traded marketable U.S.
Treasury fixed interest rate securities (adjusted to
constant maturities of thirty years).
To the extent allowed by law, the Issuer will also pay
interest on overdue installments of interest at the rate
used to compute such installments. 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
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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 June
30, 1994 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 BB
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,
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 BB 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 BB 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 used to compute such installments 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 BB Debentures if an
extended interest period of identical length is
simultaneously selected for all Securities. Prior to the
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termination of any such extended interest payment period for
the Series BB Debentures, the Issuer may further extend the
interest payment period for the Series BB Debentures;
provided that such extended interest payment period for the
Series BB 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 BB 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.
Reference is made to the further provisions of
this Debenture set forth below. 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 on the reverse or succeeding
pages hereof.
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
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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 BB
Adjustable Rate Debentures due 2043" (the "Series BB
Debentures") of the Issuer, limited in aggregate principal
amount to $46,519,000.
In case an Event of Default with respect to the
Series BB 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
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)
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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 BB 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 BB Debentures may be exchanged for a like
aggregate principal amount of Series BB 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
BB Debentures (together with any accrued but unpaid
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 June 30, 1999; 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 June 1, 1994 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 BB Debentures for federal
income tax purposes,
all as further provided in the Indenture.
The Series BB 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
9
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
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.
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Terms used herein which are defined in the
Indenture shall have the respective meanings assigned
thereto in the Indenture.
IN WITNESS WHEREOF, ConAgra, Inc. has caused this
instrument to be signed by facsimile by its duly authorized
officers and has caused a facsimile of its corporate seal to
be affixed hereunto or imprinted hereon.
Dated: June 8, 1994
ConAgra, Inc.
By /s/ James P. O'Donnell
James P. O'Donnell, Vice
President, Finance and
Treasurer
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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