No. 1 $100,000,000
ConAgra, Inc.
9% Series A Debentures due 2043
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 100,000,000 Dollars on May 31, 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 of
9% per annum accruing from April 27, 1994 or from the most
recent Interest Payment Date (as defined below) to which
interest has been paid or provided for on the Series A
Debentures. To the extent allowed by law, the Issuer will
also pay interest on overdue installments of principal and
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 May 31, 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 Series A Preferred Securities and prior to a
Preferred Security Exchange, Capital shall be required to
pay, with respect to its income derived from the interest
payments on the Series A Debentures relating to the Series A
Preferred Securities, 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 A 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 A Debentures up to 18 months; provided
that at the end of such period the Issuer shall pay all
interest then accrued and unpaid (together with interest
thereon at the rate specified for the Series A 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 A 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 A Debentures, the Issuer may further extend the
interest payment period for the Series A Debentures;
provided that such extended interest payment period for the
Series A 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 A 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 Debentures for such period, then the Issuer shall have
the right to again extend the interest payment period up to
18 months as herein described. Prior to any Preferred
Security Exchange, 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 to the holders of the
Series A Preferred Securities or (ii) the date Capital is
required to give notice of the record or payment date of
such related distribution to the holders of the Series A
Preferred Securities to the New York Stock Exchange or other
applicable self-regulatory organization or to holders of the
Series A Preferred Securities, but in any event not less
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than two Business Days prior to such record date; the Issuer
shall cause Capital to give such notice of the Issuer's
selection of any extended interest payment period to all
holders of such Series A Preferred Securities. After any
Preferred Security Exchange, the Issuer shall give the
Holders of the Series A Debentures notice of its selection
of any extended interest payment prior to the date it is
required to give notice of the record or payment date of
such interest payment to the New York Stock Exchange or
other applicable self-regulatory organization, 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 a Supplemental Indenture
dated as of April 20, 1994 (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 "9% Series A
Debentures due 2043" (the "Series A Debentures") of the
Issuer, limited in aggregate principal amount to
$100,000,000 (or up to $115,000,000 aggregate principal
amount if and to the extent the underwriters' over-allotment
option granted by the Issuer in the Underwriting Agreement
is exercised).
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In case an Event of Default with respect to the
Series A 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)
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
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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 A 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, notes may be exchanged for a like aggregate
principal amount of Series A 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
A Debentures relating to the Series A Preferred Securities
(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 May 31, 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 April 20, 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 A Debentures for federal
income tax purposes even if the Series A Preferred
Securities are exchanged for the Series A Debentures
pursuant to a Preferred Security Exchange,
all as further provided in the Indenture.
The Series A 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
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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 Note 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.
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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: April 27, 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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