Registration Rights Agreement



 Exhibit 4.3 
 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 
 J.P. Morgan Securities Inc. 
 Dated as of December 21, 2006 
  







 REGISTRATION RIGHTS AGREEMENT 
 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the 2021 Notes, the “Old Notes”) for new notes due June 15, 2017 (the “New Notes”) validly tendered and not validly withdrawn, on the terms and conditions set forth in the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. 
  

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 “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. 
 “Lead Dealer Manager” shall have the meaning set forth in the preamble. 
 “Majority Holders” shall mean the Holders of a majority of the aggregate principal amount of Outstanding (as defined in the Indenture) Registrable Securities; provided, that whenever the consent or approval of
Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Company or any Affiliate of the Company shall be disregarded in determining whether such consent or approval was given by the
Holders of such required percentage amount. 
 “New Notes” shall have the meaning set forth in the preamble. 
 “Old Notes” shall have the meaning set forth in the preamble. 
  

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 “Original Exchange Offer” means the offer by the Company to exchange its Old Notes for
New Notes validly tendered and not validly withdrawn, on the terms and conditions set forth in the Offering Memorandum. 
 “Participating Broker-Dealer” shall mean any Dealer Manager and any other broker-dealer which makes a market in the New Notes and exchanges Registrable Securities in the Exchange Offer for Exchange Securities.

 “Person” shall mean an individual, partnership (general or limited), corporation, limited liability company, trust or
unincorporated organization, or a government or agency or political subdivision thereof. 
 “Prospectus” shall mean the
prospectus included in a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including any such prospectus supplement with respect to the terms of the
offering of any portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to a prospectus, including post-effective amendments, and in each case including all material incorporated
by reference therein. 
 “Registrable Securities” shall mean the New Notes; provided, however, that the New Notes
shall cease to be Registrable Securities when (i) a Registration Statement with respect to such New Notes shall have been declared or otherwise become effective under the Securities Act and such New Notes shall have been disposed of pursuant to
such Registration Statement, (ii) such New Notes may be resold without restriction pursuant to Rule l44(k) (or any similar provision then in force, but not Rule 144A) under the Securities Act, (iii) such New Notes shall have ceased to be
outstanding or (iv) the Exchange Offer is consummated (except in the case of New Notes which may not be exchanged in the Exchange Offer). 
 “Registration Expenses” shall mean any and all expenses incident to performance of or compliance by the Company with this Agreement, including without limitation: (i) all SEC or National Association of Securities
Dealers, Inc. (the “NASD”) registration and filing fees, (ii) all fees and expenses incurred in connection with compliance with state securities or blue sky laws, (iii) all expenses of any Persons in preparing or assisting in
preparing, word processing, printing and distributing any Registration Statement, any Prospectus, any amendments or supplements thereto, any underwriting agreements, securities sales agreements and other documents relating to the performance of and
compliance with this Agreement, (iv) all rating agency fees, (vi) the fees and disbursements of counsel for the Company and of the independent public accountants of the Company, including the expenses of any special audits or “cold
comfort” letters required by or incident to such performance and compliance, (vi) the fees and expenses of the Trustee, and any escrow agent or custodian, (vii) the reasonable fees and expenses of counsel to the Dealer Managers in
connection therewith, (viii) any fees and disbursements of the underwriters customarily required to be paid by issuers or sellers of securities and the fees and expenses of any special experts retained by the Company in 

  

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connection with any Registration Statement, but excluding underwriting discounts and commissions and transfer taxes, if any, relating to the sale or
disposition of Registrable Securities by a Holder. 
 “Registration Statement” shall mean any registration statement of
the Company which covers any of the Exchange Securities or Registrable Securities pursuant to the provisions of this Agreement, and all amendments and supplements to any such Registration Statement, including post-effective amendments, in each case
including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein. 
 “SEC”
shall mean the United States Securities and Exchange Commission or any successor agency or government body performing the functions currently performed by the United States Securities and Exchange Commission. 
 “Securities Act” shall mean the Securities Act of 1933, as amended from time to time. 
 “Securities Exchange Act” shall mean the Securities Exchange Act of l934, as amended from time to time. 
 “Settlement Date” shall have the meaning set forth in the Dealer Managers Agreement. 
 “Shelf Registration” shall mean a registration effected pursuant to Section 2.2 hereof. 
 “Shelf Registration Statement” shall mean a “shelf” registration statement of the Company pursuant to the provisions
of Section 2.2 of this Agreement, including an Automatic Shelf Registration Statement, if applicable, which covers all of the Registrable Securities on an appropriate form under Rule 415 under the Securities Act, or any similar rule that may be
adopted by the SEC, and all amendments and supplements to such Registration Statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference
therein. 
 “Trustee” shall mean the trustee with respect to the Securities under the Indenture. 
 2. Registration Under the Securities Act. 
 2.1. Exchange Offer. Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the SEC, the Company shall, for the benefit of the Holders, at the
Company’s cost, use its commercially reasonable efforts to (A) prepare and not later than 90 calendar days following the Settlement Date, file with the SEC an Exchange Offer Registration Statement on an appropriate form under the
Securities Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities, of a like principal amount of Exchange Securities, (B) cause the Exchange Offer Registration
Statement to be declared effective under the Securities Act within 225 calendar days of the Settlement Date, (C) keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) cause the
Exchange Offer to be 

  

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consummated not later than 270 calendar days following the Settlement Date. After the effectiveness of the Exchange Offer Registration Statement, the Company
shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (a) is not an
“affiliate” of the Company within the meaning of Rule 405 under the Securities Act, (b) is not a broker-dealer who tendered Old Notes acquired directly from the Company for its own account in exchange for New Notes, (c) acquired
the Exchange Securities in the ordinary course of such Holder’s business and (d) is not engaged in and does not intend to engage in and has no arrangements or understandings with any Person to participate in the distribution of the
Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and under state securities or blue sky laws. 
 In order to participate in the Exchange Offer, each Holder must represent to the Company at the time of the consummation of the Exchange Offer that it
(i) is not an affiliate of the Company within the meaning of Rule 405 under the Securities Act, (ii) is not a broker-dealer who tendered Old Notes acquired directly from the Company for its own account in exchange for New Notes,
(iii) acquired the Exchange Securities in the ordinary course of such Holder’s business and (iv) is not engaged in and does not intend to engage in and has no arrangements or understandings with any Person to participate in the
distribution of the Exchange Securities. 
 In connection with the Exchange Offer, the Company shall: 
 (a) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of
transmittal and related documents; 
 (b) keep the Exchange Offer open for acceptance for a period of not less than 20 business days after
the date notice thereof is mailed to the Holders (or longer at the option of the Company or if required by applicable law) (such period referred to herein as the “Exchange Period”); 
 (c) utilize the services of the Depositary for the Exchange Offer; 
 (d) permit Holders to withdraw tendered Registrable Securities at any time prior to the expiration of the Exchange Period, by sending to the institution specified in the letter of transmittal or other applicable
notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange, and a statement that such Holder is withdrawing such Holder’s election to
have such Registrable Securities exchanged; and 
 (e) otherwise comply in all material respects with all applicable laws relating to the
Exchange Offer. 
 The Exchange Securities shall be issued under (i) the Indenture or (ii) an indenture identical in all material
respects to the Indenture and which, in either case, has been qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), or is exempt 

  

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from such qualification. The Indenture or such indenture shall provide that the Exchange Securities and the New Notes shall vote and consent together on all
matters as one class and that none of the Exchange Securities or the New Notes will have the right to vote or consent as a separate class on any matter. 
 As soon as reasonably practicable after the expiration of the Exchange Offer, the Company shall: 
 (i) accept for exchange all Registrable Securities duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which shall be
an exhibit thereto; 
 (ii) deliver to the Trustee for cancellation all Registrable Securities so accepted for exchange; and

 (iii) cause the Trustee promptly to authenticate and deliver Exchange Securities to each Holder of Registrable Securities
so accepted for exchange in a principal amount equal to the principal amount of the Registrable Securities of such Holder so accepted for exchange. 
 Interest on each Exchange Security will accrue from the last date on which interest was paid on the Registrable Security surrendered in exchange therefor or, if no interest has been paid on the Registrable Security, from the date of
original issuance. The Exchange Offer shall not be subject to any conditions, other than (i) that the Exchange Offer, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the staff of
the SEC, (ii) the due tendering of Registrable Securities in accordance with the Exchange Offer, (iii) that each Holder of Registrable Securities exchanged in the Exchange Offer shall have represented that it (A) is not an affiliate
of the Company within the meaning of Rule 405 under the Securities Act, (B) is not a broker-dealer who tendered Old Notes acquired directly from the Company for its own account in exchange for New Notes, (C) acquired the Exchange
Securities in the ordinary course of such Holder’s business and (D) is not engaged in and does not intend to engage in and has no arrangements or understandings with any Person to participate in the distribution of the Exchange Securities
and shall have made such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form S-4 or other appropriate form under the Securities Act available and (iv) that no
action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer which, in the Company’s judgment, would reasonably be expected to impair the ability of the
Company to proceed with the Exchange Offer. The Company will use its commercially reasonable efforts to cause the registrar for the Registrable Securities to furnish the Dealer Managers with the names and addresses of the Holders to whom the
Exchange Offer is made, and the Dealer Managers shall have the right to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer. 
  

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 2.2. Shelf Registration. (i) If, because of any changes in law, SEC rules or regulations
or applicable interpretations thereof by the staff of the SEC, the Company determines upon the advice of its counsel that it is not permitted to effect the Exchange Offer as contemplated by Section 2.1 hereof, (ii) if for any other reason
the Exchange Offer Registration Statement is not declared effective within 225 days following the Settlement Date or the Exchange Offer is not consummated within 270 days after the original Settlement Date, or (iii) if a Holder
notifies the Company in writing prior to the 20th day following the consummation of the Exchange Offer that it is not permitted by applicable law to participate in the Exchange Offer or does not receive fully tradable Exchange Securities pursuant to
the Exchange Offer, then in case of each of clauses (i) through (iii) the Company shall, at its reasonable cost: 
 (a) As promptly
as practicable, but no later than 60 days after being required to do so under Section 2.2 hereof, file with the SEC, and thereafter shall use its commercially reasonable efforts to cause to become effective as promptly as practicable but
no later than 210 days after being required to do so under Section 2.2 hereof, a Shelf Registration Statement relating to the offer and sale of the Registrable Securities by the Holders from time to time in accordance with the methods of
distribution elected by the Majority Holders participating in the Shelf Registration and set forth in such Shelf Registration Statement; provided, however, that nothing in this Section 2.2(a) shall require the filing of a Shelf
Registration Statement prior to the deadline for filing the Exchange Offer Registration Statement set forth in Section 2.1; provided, further, that no Holder shall be entitled to be named as a selling securityholder in the Shelf
Registration Statement or to use the prospectus forming a part thereof for resales of Registrable Securities unless such Holder has signed and returned to the Company a notice and questionnaire as distributed by the Company consenting to such
Holder’s inclusion in the prospectus as a selling securityholder and providing such further information to the Company as the Company may reasonably request. 
 (b) Use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from
the Settlement Date, or for such shorter period that will terminate when all Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding or otherwise to be
Registrable Securities (the “Effectiveness Period”). 
 (c) Notwithstanding any other provisions hereof, use its commercially
reasonable efforts to ensure that (i) any Shelf Registration Statement and any amendment thereto, at the time each such registration statement or amendment thereto becomes effective, and any Prospectus as of the date thereof forming part
thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations thereunder, (ii) any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain
an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Shelf Registration Statement, and any
supplement to such Prospectus (as amended or supplemented from time to time) (each, as of the date thereof), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in the
light of the circumstances under which they were made, not misleading; provided, that clauses (ii) and (iii) of this paragraph shall not apply to any information provided by the Dealer Managers or any Holder. 
  

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 The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement, as
required by Section 3(b) below, and to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC (other than with respect to any such supplement or amendment
resulting solely from the incorporation by reference of any report filed under the Securities Exchange Act). In the event that the Exchange Offer is consummated within 270 days after the Settlement Date, the Company shall have no obligation to file
a Shelf Registration Statement pursuant to Section 2.2(ii). 
 2.3. Expenses. The Company shall pay all Registration Expenses in
connection with the registration pursuant to Section 2.1 or 2.2. Each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Registrable Securities
pursuant to the Shelf Registration Statement. 
 2.4. Effectiveness. An Exchange Offer Registration Statement pursuant to
Section 2.1 hereof will not be deemed to have become effective unless it has been declared effective by the SEC, and a Shelf Registration Statement pursuant to Section 2.2 hereof will not be deemed to have become effective unless it has
been declared effective by the SEC or has otherwise become effective under Rule 462 under the Securities Act or any other applicable rule; provided, however, that if, after such Registration Statement has been declared effective or has
otherwise become effective, the offering of Registrable Securities pursuant to an Exchange Offer Registration Statement or a Shelf Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or
any other governmental agency or court, such Registration Statement will be deemed not to have become effective during the period of such interference, until the offering of Registrable Securities pursuant to such Registration Statement may legally
resume. 
 2.5. Interest. The Company agrees that in the event that (a) if
required, the Exchange Offer Registration Statement is not filed with the Commission on or prior to the 90th
calendar day following the Settlement Date, (b) (i) if required, the Exchange Offer is not consummated on or prior to the 270th calendar day following the Settlement Date or (ii) if required, a Shelf Registration Statement has not become effective on or prior to the 210th calendar day following the date on which the Company became obligated to file such Shelf Registration Statement under Section 2.2 hereof, (c) if
required, the Exchange Offer Registration Statement is filed and declared effective but shall thereafter cease to be effective (other than after such time as all New Notes have been disposed of hereunder) or is not usable prior to the consummation
of the Exchange Offer or (d) if required, the Shelf Registration Statement has been filed and is declared or otherwise becomes effective but ceases to be effective or usable for a period of time that exceeds 120 days in the aggregate in any
12-month period in which it is required to be effective hereunder (each such event referred to in the preceding clauses (a) through (d), a “Registration Default”), the interest rate borne by the New Notes affected thereby shall be
increased (“Additional Interest”) immediately upon occurrence of a Registration Default by one-quarter of one percent (0.25%) per annum with respect to the first 90-day period while one or more 

  

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Registration Defaults is continuing and will increase to a maximum of one-half of one percent (0.50%) per annum Additional Interest thereafter while one or
more Registration Defaults is continuing until all Registration Defaults have been cured; provided that Additional Interest shall accrue only for those days that a Registration Default occurs and is continuing, including the date on which any
Registration Default shall occur but not including the date on which all Registration Defaults have been cured. Such Additional Interest shall be calculated based on a year consisting of 360 days comprised of twelve 30-day months. Following the cure
of all Registration Defaults the accrual of Additional Interest will cease, the interest rate will revert to the original rate and, upon any subsequent Registration Default following any such cure of all Registration Defaults, Additional Interest
will begin accruing again at one-quarter of one percent (0.25%) per annum and will increase to a maximum of one-half of one percent (0.50%) per annum as provided above until all Registration Defaults have been cured. Additional Interest shall not be
payable with respect to Registration Defaults for any period during which a Shelf Registration Statement is effective and usable by the Holders. 
 The Company shall notify the Trustee within five business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Additional Interest shall be paid
by depositing with the Trustee, in trust, for the benefit of the Holders of Registrable Securities, on or before the applicable semiannual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due.
The Additional Interest due shall be payable on each interest payment date to the record Holder of New Notes affected thereby entitled to receive the interest payment to be paid on such date as set forth in the Indenture. Each obligation to pay
Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date. 
 Notwithstanding anything
else contained herein, no Additional Interest shall be payable in relation to the applicable Shelf Registration Statement or the related prospectus if (i) such Additional Interest is payable solely as a result of (x) the filing of a
post-effective amendment to such Shelf Registration Statement to incorporate annual audited or, if required by the rules and regulations under the Securities Act, quarterly unaudited financial information with respect to the Company where such
post-effective amendment is not yet effective and needs to be declared or otherwise become effective to permit Holders to use the related prospectus or (y) the Company notifies the Holder to suspend use (on one or more occasions) of the Shelf
Registration Statement and the related prospectus for a period not to exceed an aggregate of 120 days in any calendar year because of the occurrence of any material event or development with respect to the Company that, in the reasonable judgment of
the Company, would be detrimental to the Company if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction; provided, however, that in no event shall the
Company be required to disclose the business purpose for such suspension. Notwithstanding the foregoing, the Company shall not be required to pay Additional Interest with respect to the New Notes to any Holder if the failure arises from the
Company’s failure to file, or cause to become effective, a Shelf Registration Statement within the time periods specified in this Section 2 by reason of the failure of such Holder to provide such information as (i) the Company may
reasonably request, with reasonable prior written notice, for use in the Shelf Registration Statement or any prospectus included therein to the extent the Company reasonably determines that such information is required to be included therein by
applicable law, (ii) the NASD or the 

  

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Commission may request in connection with such Shelf Registration Statement or (iii) is required to comply with the agreements of such Holder as
contained herein to the extent compliance thereof is necessary for the Shelf Registration Statement to be declared or otherwise become effective, including, without limitation, a signed notice and questionnaire as distributed by the Company
consenting to such Holder’s inclusion in the prospectus as a selling securityholder and providing such further information to the Company as the Company may reasonably request. 
 3. Registration Procedures. In connection with the obligations of the Company with respect to Registration Statements pursuant to Sections 2.1 and 2.2 hereof, the Company shall: 
 (a) prepare and file with the SEC a Registration Statement, within the relevant time period specified in Section 2, on the appropriate form under the
Securities Act, which form (i) shall be selected by the Company, (ii) shall, in the case of a Shelf Registration, be available for the sale of the Registrable Securities by the eligible selling Holders thereof, and (iii) shall, at the
time of effectiveness, comply as to form in all material respects with the requirements of the applicable form and include or incorporate by reference all financial statements required by the SEC to be filed therewith or incorporated by reference
therein, and use its commercially reasonable efforts to cause such Registration Statement to become effective and remain effective in accordance with Section 2 hereof; 
 (b) subject to the limitations contained in the third paragraph of Section 2.5, prepare and file with the SEC such amendments and post-effective
amendments to each Registration Statement as may be necessary under applicable law to keep such Registration Statement effective for the applicable period; and cause each Prospectus to be supplemented by any required prospectus supplement, and as so
supplemented to be filed pursuant to Rule 424 (or any similar provision then in force) under the Securities Act and comply with the provisions of the Securities Act, the Securities Exchange Act and the rules and regulations thereunder applicable to
them with respect to the disposition of all securities covered by each Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the selling Holders thereof (including sales by any
Participating Broker-Dealer); provided, however, that nothing contained herein shall imply that the Company is liable for any action or inaction of any Holder, including any Participating Broker-Dealer; 
 (c) in the case of a Shelf Registration, (i) notify each Holder of Registrable Securities, at least three business days prior to filing, that a
Shelf Registration Statement (except in the case of an Automatic Shelf Registration Statement, in which case at least three business days prior to the inclusion of information regarding selling securityholders in the Prospectus forming a part of
such Automatic Shelf Registration Statement) with respect to the Registrable Securities is being filed and advising such Holders that the distribution of Registrable Securities will be made in accordance with the method selected by the Majority
Holders participating in the Shelf Registration; (ii) furnish to each Holder of Registrable Securities, if any, without charge, as many copies of each Prospectus, including each preliminary Prospectus, and any amendment or supplement thereto
and such other documents as such Holder or underwriter may reasonably request, including financial statements and schedules and, if the Holder so requests, all exhibits in order to facilitate the public sale or other disposition of the Registrable
Securities; and (iii)

  

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hereby consent to the use of the Prospectus or any amendment or supplement thereto by each of the selling Holders of Registrable Securities in connection
with the offering and sale of the Registrable Securities covered by the Prospectus or any amendment or supplement thereto; 
 (d) in the case
of a Shelf Registration, use its commercially reasonable efforts to register or qualify the Registrable Securities under all applicable state securities or “blue sky” laws of such jurisdictions as any Holder of Registrable Securities
covered by a Shelf Registration Statement shall reasonably request by the time the Shelf Registration Statement is declared effective by the SEC or otherwise becomes effective, and do any and all other acts and things which may be reasonably
necessary or advisable to enable each such Holder to consummate the disposition in each such jurisdiction of such Registrable Securities owned by such Holder; provided, however, that the Company shall not be required to (i) qualify as a
foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(d), (ii) take any action which would subject it to general service of process or taxation in
any such jurisdiction where it is not then so subject or (iii) make any changes to its certificate of incorporation or by-laws (or other organizational documents) or any agreement between it and holders of its ownership interests; 

(e) notify promptly counsel for the Holders and counsel for the Dealer Managers and, with respect to clauses (i), (iii), (iv) and (v) of
this paragraph only, each Holder of Registrable Securities under a Shelf Registration or any Participating Broker-Dealer who has notified the Company that it is utilizing the Exchange Offer Registration Statement as provided in paragraph
(f) below and, if requested by such Holder or Participating Broker-Dealer, confirm such advice in writing promptly (i) when a Registration Statement (other than an Automatic Shelf Registration Statement) has become effective and when any
post-effective amendments and supplements thereto become effective, (ii) of any request by the SEC or any state securities authority for post-effective amendments and supplements to a Registration Statement and Prospectus or for additional
information after the Registration Statement has become effective, (iii) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any
proceedings for that purpose, (iv) of the happening of any event or the discovery of any facts during the period a Shelf Registration Statement is effective that requires any change in the Registration Statement or Prospectus so that, as of
such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein to make the statements therein not misleading (in the case of the Prospectus, in the light of the circumstances under which
they were made); provided, however, that such notice need not identify the event that requires such change, and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable
Securities or the Exchange Securities, as the case may be, for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; 
 (f) in the case of the Exchange Offer Registration Statement (i) include in the Exchange Offer Registration Statement a section entitled “Plan of Distribution” which section shall be reasonably
acceptable to the Dealer Managers on behalf of the Participating Broker-Dealers, and which shall contain a summary statement of the positions taken or policies made by the staff of the SEC with respect to the potential “underwriter” status
of any broker-dealer that holds Registrable Securities acquired for its own account as a result of market-making activities or 

  

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other trading activities and that will be the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act) of Exchange Securities to be
received by such broker-dealer in the Exchange Offer, whether such positions or policies have been publicly disseminated by the staff of the SEC or such positions or policies, in the reasonable judgment of the Dealer Managers on behalf of the
Participating Broker-Dealers and its counsel, represent the prevailing views of the staff of the SEC, including a statement that any such broker-dealer who receives Exchange Securities for Registrable Securities pursuant to the Exchange Offer may be
deemed a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Securities, (ii) furnish to each Participating Broker-Dealer who has delivered to the
Company the notice referred to in Section 3(e), without charge, as many copies of each Prospectus included in the Exchange Offer Registration Statement, including any preliminary prospectus, and any amendment or supplement thereto, as such
Participating Broker-Dealer may reasonably request, (iii) hereby consent to the use of the Prospectus forming part of the Exchange Offer Registration Statement or any amendment or supplement thereto, by any Person subject to the prospectus
delivery requirements of the SEC, including all Participating Broker-Dealers, in connection with the sale or transfer of the Exchange Securities covered by the Prospectus or any amendment or supplement thereto, and (iv) include in the
transmittal letter or similar documentation to be executed by an exchange offeree in order to participate in the Exchange Offer (x) the following provision: 
 “If the exchange offeree is a broker-dealer holding Registrable Securities acquired for its own account as a result of market-making activities or other trading activities, it will deliver a prospectus meeting the requirements of the
Securities Act in connection with any resale of Exchange Securities received in respect of such Registrable Securities pursuant to the Exchange Offer;” and 
 (y) a statement to the effect that by a broker-dealer making the acknowledgment described in clause (x) and by delivering a Prospectus in connection with the exchange of Registrable Securities, the broker-dealer will not be deemed to
admit that it is an underwriter within the meaning of the Securities Act; and 
 (g) (i) in the case of an Exchange Offer, furnish
counsel for the Dealer Managers and (ii) in the case of a Shelf Registration, furnish counsel for the Holders copies of any comment letters received from the SEC or any other request by the SEC or any state securities authority for amendments
or supplements to a Registration Statement and Prospectus or for additional information; 
 (h) make every reasonable effort to obtain the
withdrawal of any order suspending the effectiveness of a Registration Statement as soon as practicable; 
 (i) in the case of a Shelf
Registration, furnish to each Holder of Registrable Securities upon request, and each underwriter, if any, without charge, at least one conformed copy of each Registration Statement and any post-effective amendment thereto, including financial
statements and schedules (without documents incorporated therein by reference and all exhibits thereto, unless requested); 
  

 12 








 (j) in the case of a Shelf Registration, cooperate with the selling Holders of Registrable Securities to
facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends; and enable such Registrable Securities to be in such denominations (consistent with the provisions
of the Indenture) and registered in such names as the selling Holders or the underwriters, if any, may reasonably request at least three business days prior to the closing of any sale of Registrable Securities; 
 (k) in the case of a Shelf Registration, upon the occurrence of any event or the discovery of any facts, each as contemplated by Sections 3(e)(iv)
hereof, as promptly as practicable after the occurrence of such an event, use its commercially reasonable efforts to prepare a supplement or post-effective amendment to the Registration Statement or the related Prospectus or any document
incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities or Participating Broker-Dealers, such Prospectus will not contain at the time of such delivery any
untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or will remain so qualified; at such time as such public
disclosure is otherwise made or the Company determines that such disclosure is not necessary, in each case to correct any misstatement of a material fact or to include any omitted material fact, the Company agrees promptly to notify each Holder of
such determination and to furnish each Holder such number of copies of the Prospectus as amended or supplemented, as such Holder may reasonably request; 
 (l) obtain a CUSIP number for all Exchange Securities, as the case may be, not later than the effective date of a Registration Statement, and provide the Trustee with printed certificates for the Exchange Securities
or the Registrable Securities, as the case may be, in a form eligible for deposit with the Depositary; 
 (m) (i) cause the Indenture to
be qualified under the Trust Indenture Act in connection with the registration of the Exchange Securities or Registrable Securities, as the case may be, (ii) cooperate with the Trustee and the Holders to effect such changes to the Indenture as
may be required for the Indenture to be so qualified in accordance with the terms of the Trust Indenture Act and (iii) execute, and use its commercially reasonable efforts to cause the Trustee to execute, all documents as may be required to
effect such changes, and all other forms and documents required to be filed with the SEC to enable the Indenture to be so qualified in a timely manner; 
 (n) in the case of a Shelf Registration, enter into agreements (including, if requested, an underwriting agreement in customary form containing customary representations, warranties, terms and conditions;
provided, that the Company shall not be required to enter into such agreement more than once with respect to all the Registrable Securities and may delay entering into such agreement until the consummation of any underwritten public offering
which the Company may have then undertaken) and take all other customary and appropriate actions in order to expedite or facilitate the disposition of such Registrable Securities and in such connection whether or not an underwriting agreement is
entered into and whether or not the registration is an underwritten registration; 
  

 13 








 (o) in the case of a Shelf Registration or if a Prospectus is required to be delivered by any
Participating Broker-Dealer in the case of an Exchange Offer, make available for inspection by a representative of the Holders of the Registrable Securities, any underwriters participating in any disposition pursuant to a Shelf Registration
Statement, any Participating Broker-Dealer and counsel for the Holders, all relevant financial and other records, pertinent corporate documents and properties of the Company reasonably requested by any such persons, and use commercially reasonable
efforts to have the respective officers, directors, employees, and any other agents of the Company supply all relevant information reasonably requested by any such representative, underwriter, Participating Broker-Dealer or counsel for the Holders
in connection with a Registration Statement, in each case, as is customary for similar due diligence investigations; provided, however, that any information that is designated in writing by the Company, in good faith, as confidential at the
time of delivery of such information shall be kept confidential by the Holders, any underwriter, any Participating Broker-Dealer and any of their respective representatives, unless such disclosure is made in connection with a court proceeding or
required by law, or such information becomes available to the public generally or through a third party without an accompanying obligation of confidentiality, provided, further, that prior notice shall be provided as practicable to the
Company of the potential disclosure of any information in connection with a court proceeding or required by law to permit the Company to obtain a protective order or take such other action to prevent disclosure of such information; 
 (p) a reasonable time prior to the filing of any Exchange Offer Registration Statement or Shelf Registration Statement (other than an Automatic Shelf
Registration Statement), any Prospectus forming a part thereof, any amendment to an Exchange Offer Registration Statement or Shelf Registration Statement or amendment or supplement to such Prospectus (other than with respect to any such amendment or
supplement resulting solely from the incorporation by reference of any report filed under the Securities Exchange Act), provide copies of such document to the Dealer Managers, counsel for the Holders, if any, and make such changes in any Shelf
Registration Statement, any Prospectus forming a part thereof or amendment or supplement thereto prior to the filing thereof as counsel for the Holders may reasonably request within three business days of being sent a draft thereof and make the
representatives of the Company available for discussion of such documents as shall be reasonably requested by the Dealer Managers; 
 (q) in
the case of a Shelf Registration, use its commercially reasonable efforts to cause the Registrable Securities to be rated by the appropriate rating agencies, if so requested by the Majority Holders, or if requested by the underwriter or underwriters
of an underwritten offering of Registrable Securities, if any; 
 (r) otherwise comply with all applicable rules and regulations of the SEC
and make available to its security holders, as soon as reasonably practicable, an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder; and 

(s) cooperate and assist in any filings required to be made with the NASD. 
  

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 In the case of a Shelf Registration Statement, the Company may (as a condition to the participation of
such Holder and the beneficial owner of Registrable Securities in the Shelf Registration and in addition to any other conditions to such participation set forth in this Agreement) require each Holder of Registrable Securities to furnish to the
Company prior to the 30th day following the Company’s filing of such request for information with the Trustee for delivery to the Holders such information regarding the Holder and the proposed distribution by such Holder or beneficial owner of
such Registrable Securities as the Company may from time to time reasonably request in writing. 
 In the case of a Shelf Registration
Statement, each Holder agrees that, upon receipt of any notice from the Company of the happening of any event or the discovery of any facts, each of the kind described in Section 3(e)(iv) hereof, such Holder will forthwith discontinue
disposition of Registrable Securities pursuant to a Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(k) hereof, and, if so directed by the Company, such
Holder will deliver to the Company (at its expense) all copies in such Holder’s possession, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Registrable Securities current at the time of
receipt of such notice. 
 If any of the Registrable Securities covered by any Shelf Registration Statement are to be sold in an underwritten
offering, the underwriter or underwriters and manager or managers that will manage such offering will be selected by the Majority Holders of such Registrable Securities included in such offering and shall be acceptable to the Company. No Holder of
Registrable Securities may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons
entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

 4. Indemnification; Contribution. 
 (a) The Company agrees to indemnify and hold harmless, each Holder (including each Dealer Manager, if applicable, and each Participating Broker-Dealer) and each Person, if any, who controls any Holder within the meaning of Section 15
of the Securities Act or Section 20 of the Securities Exchange Act as follows: 
 (i) against any and all loss, liability, claim, damage
and expense, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement pursuant to which Registrable Securities were registered under the Securities Act or the omission or
alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact contained in any Prospectus
or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; 
  

 15 








 (ii) against any and all loss, liability, claim, damage and expense, as incurred, to the extent of the
aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged
untrue statement or omission; provided, that any such settlement is effected with the written consent of the Company; and 
 (iii)
against any and all expense, as incurred (including the reasonable fees and disbursements of counsel chosen by any indemnified party), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or
proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under
subparagraph (i) or (ii) above; 
 provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by the Holder or
Underwriter expressly for use in a Registration Statement or any Prospectus. 
 (b) Each Holder severally, but not jointly, agrees to
indemnify and hold harmless the Company and the other selling Holders, and each of their respective directors and officers, and each Person, if any, who controls the Company or any other selling Holder within the meaning of Section 15 of the
Securities Act or Section 20 of the Securities Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 4(a) hereof, as incurred, but only with respect to untrue
statements or omissions, or alleged untrue statements or omissions, made in the Shelf Registration Statement or any Prospectus included therein in reliance upon and in conformity with written information with respect to such Holder furnished to the
Company by such Holder expressly for use in the Shelf Registration Statement or such Prospectus. 
 (c) Each indemnified party shall give
notice as promptly as reasonably practicable to each indemnifying party of any action or proceeding commenced against it in respect of which indemnity may be sought hereunder, but failure so to notify an indemnifying party shall not relieve such
indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement; the
indemnifying party shall assume the defense of such action or proceeding with counsel reasonably satisfactory to such indemnified party, and shall not be liable to such indemnified party under this Section 4 for any legal expenses subsequently
incurred by such indemnified party in connection with the defense thereof. An indemnifying party may participate at its own expense in the defense of such action; provided, however, that counsel to the indemnifying party shall not
(except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying party or parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate
from their own counsel for all indemnified parties in 

  

 16 








 
connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or
circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 4 (whether or not the indemnified parties are actual or potential parties
thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a
statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. 
 (d) If the
indemnification provided for in this Section 4 is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying
party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, in such proportion as is appropriate to reflect the relative benefit received by the
indemnified party, on the one hand, and the indemnifying party, on the other hand, in connection with the Exchange Offer and the Shelf Registration and the relative fault of the Company on the one hand and the Holders on the other hand in connection
with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations. 
 The relative fault of the Company on the one hand and the Holders on the other hand shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or
omission or alleged omission to state a material fact relates to information supplied by the Company or the Holders and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or
omission. 
 The Company and the Holders agree that it would not be just and equitable if contribution pursuant to this Section 4 were
determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 4. The aggregate amount of losses, liabilities, claims, damages and expenses
incurred by an indemnified party and referred to above in this Section 4 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or
any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission. 
 No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from
any Person who was not guilty of such fraudulent misrepresentation. 
 For purposes of this Section 4, each Person, if any, who controls
a Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act shall 

  

 17 








 
have the same rights to contribution as such Holder, and each director of the Company, and each Person, if any, who controls the Company within the meaning
of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act shall have the same rights to contribution as the Company. 
 5. Miscellaneous. 
 5.1. No Inconsistent Agreements. The Company has not entered into and the Company
will not after the date of this Agreement enter into any agreement which is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof. The rights granted to the
Holders hereunder do not and will not for the term of this Agreement in any way conflict with the rights granted to the holders of the Company’s other issued and outstanding securities under any such agreements. 
 5.2. Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified
or supplemented, and waivers or consents to departures from the provisions hereof may not be given unless the Company has obtained the written consent of Holders of at least a majority in aggregate principal amount of the outstanding Registrable
Securities affected by such amendment, modification, supplement, waiver or departure. 
 5.3. Notices. All notices and other
communications provided for or permitted hereunder shall be made in writing by hand delivery, registered first-class mail, telex, telecopier, or any courier guaranteeing overnight delivery (a) if to a Holder, at the most current address given
by such Holder to the Company by means of a notice given in accordance with the provisions of this Section 5.3, which address initially is the address set forth in the Dealer Managers Agreement with respect to the Dealer Managers; and
(b) if to the Company, initially at the Company’s address set forth in the Dealer Managers Agreement, and thereafter at such other address of which notice is given in accordance with the provisions of this Section 5.3. 
 All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; two business days
after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt is acknowledged, if telecopied; and on the next business day if timely delivered to an air courier guaranteeing overnight delivery.

 Copies of all such notices, demands, or other communications shall be concurrently delivered by the person giving the same to the Trustee
under the Indenture, at the address specified in such Indenture. 
 5.4. Successor and Assigns. This Agreement shall inure
to the benefit of and be binding upon the successors, assigns and transferees of each of the parties, including, without limitation and without the need for an express assignment, subsequent Holders; provided, that nothing herein shall
be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms of the Dealer Managers Agreement, any note or global note representing such Registrable Securities or the Indenture. If any
transferee of any Holder shall 

  

 18 








 
acquire Registrable Securities, in any manner, whether by operation of law or otherwise, such Registrable Securities shall be held subject to all of the
terms of this Agreement, and by taking and holding such Registrable Securities such person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement, including the restrictions on
resale set forth in this Agreement and, if applicable, the Dealer Managers Agreement, and such person shall be entitled to receive the benefits hereof. 
 5.5. Third Party Beneficiaries. The Dealer Managers (even if the Dealer Managers are not Holders of Registrable Securities) shall be third party beneficiaries to the agreements made hereunder between
the Company, on the one hand, and the Holders, on the other hand, and shall have the right to enforce such agreements directly to the extent they deem such enforcement necessary or advisable to protect their rights or the rights of Holders
hereunder. Each Holder of Registrable Securities shall be a third party beneficiary to the agreements made hereunder between the Company, on the one hand, and the Dealer Managers, on the other hand, and shall have the right to enforce such
agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights hereunder. 
 5.6. Restriction on
Resales. Until the expiration of two years after the original issuance of the New Notes, the Company will not, and will cause its “affiliates” (as such term is defined in Rule 144(a)(1) under the Securities Act) not to, resell any
New Notes which are “restricted securities” (as such term is defined under Rule 144(a)(3) under the Securities Act) that have been reacquired by any of them and shall immediately upon any purchase of any such New Notes submit such to
the Trustee for cancellation. 
 5.7. Counterparts. This Agreement may be executed in any number of counterparts and by the parties
hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 
 5.8. Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

 5.9. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK
WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS THEREOF. 
 5.10. Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained
herein shall not be affected or impaired thereby. 
  

 19 








 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. 
  

											
	 	 	 	 	 	 	CONAGRA FOODS, INC.	 	 
						
		 		 		 	By:	 	 /s/ Scott E. Messel
	 	
		 		 		 	Name:	 	Scott E. Messel	 	
		 		 		 	Title:	 	Treasurer	 	
					
	Confirmed and accepted as of the date first above written:	 		 		 		 	
					
	MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED	 		 		 		 	
						
	By:	 	 /s/ Joseph McIntosh
	 		 		 		 	
	Name:	 	Joseph McIntosh	 		 		 		 	
	Title:	 	Managing Director	 		 		 		 	

 Signature page 1 to RRA 








											
	BANC OF AMERICA SECURITIES LLC	 		 	BNP PARIBAS SECURITIES CORP.	 	
						
	By:	 	 /s/ Lily Chang
	 		 	By:	 	 /s/ Jim Turner
	 	
						
	Name:	 	Lily Chang	 		 	Name:	 	Jim Turner	 	
						
	Title:	 	Principal	 		 	Title:	 	 Managing Director,
 Head of Debt
 Capital Markets
	 	
				
	CITIGROUP GLOBAL MARKETS INC.	 		 	J.P. MORGAN SECURITIES INC.	 	
						
	By:	 	 /s/ Brian Bednarski
	 		 	By:	 	 /s/ John Servidea
	 	
						
	Name:	 	Brian Bednarski	 		 	Name:	 	John Servidea	 	
						
	Title:	 	Director	 		 	Title:	 	Vice President	 	

 Signature page 2 to RRA