EX-10.1



 EXHIBIT 10.1 

AMENDMENT NO. 4 
 Dated as of
September 21, 2015 
 to 

REVOLVING CREDIT AGREEMENT 
 Dated
as of September 14, 2011 
 THIS AMENDMENT NO. 4 (“Amendment”) is made as of September 21, 2015 (the
“Amendment Effective Date”) by and among ConAgra Foods, Inc., as Company (the “Company”), the “Banks” listed on the signature pages hereof and party hereto, and JPMorgan Chase Bank, N.A., as Administrative
Agent (the “Administrative Agent”), under that certain Revolving Credit Agreement, dated as of September 14, 2011, by and among the Company, the financial institutions parties thereto as “Banks” (the
“Banks”) and the Administrative Agent (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the
respective meanings given to them in the Credit Agreement. 
 WHEREAS, the Company has requested that the Banks and the Administrative Agent
agree to make certain modifications to the Credit Agreement; and 
 WHEREAS, the Company, the Banks and the Administrative Agent have so
agreed on the terms and conditions set forth herein; 
 NOW, THEREFORE, in consideration of the premises set forth above, the terms and
conditions set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, the Banks party hereto and the Administrative Agent hereby agree as follows. 

1. Amendment to the Credit Agreement. Effective as of the Amendment Effective Date, but subject to the satisfaction of the condition
precedent set forth in Section 2 below, Section 6.3 of the Credit Agreement is hereby amended and restated in its entirety as follows: 

6.3 Fixed Charge Coverage. The Company and its Subsidiaries will maintain, on a consolidated basis, a ratio of (i) Profit Before
Taxes and Extraordinary Items plus Fixed Charges plus amortization of intangible assets minus equity in earnings of Affiliates to (ii) Fixed Charges greater than 1.75 to 1.0 on a four-quarter rolling basis calculated at
each quarter end; provided, however, that non-cash impairment charges for the Company’s (i) fourth fiscal quarter of 2014, (ii) second fiscal quarter of 2015, (iii) third fiscal quarter of 2015, (iv) fourth
fiscal quarter of 2015, and (v) first fiscal quarter of 2016 shall be excluded from the 

  
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Company’s computation of its compliance herewith for such fiscal quarters. With respect to the Company’s first fiscal quarter of 2016, an Authorized Officer of the Company shall deliver
to the Administrative Agent a written certification as to the amount of such excluded non-cash impairment charges for such quarter, including reasonable detail as to the nature of such charges. Such written certification shall be delivered together
with the financials for such quarter as required under Section 5.1.1 hereof. 
 2. Conditions of Effectiveness. The
effectiveness of this Amendment is subject only to the conditions precedent that (a) the Administrative Agent shall have received counterparts of this Amendment duly executed by the Company, the Banks required to execute and deliver this
Amendment in order to give effect hereto, and the Administrative Agent, (b) the Administrative Agent shall have received from an Authorized Officer of the Company a written certification as to the amounts of the non-cash impairment charges
excluded pursuant to Section 1 of this Amendment for the Company’s fourth fiscal quarter of 2014, second fiscal quarter of 2015, third fiscal quarter of 2015, and fourth fiscal quarter of 2015, including reasonable detail as to the nature
of such charges, and (c) the Administrative Agent, on behalf of each Bank that executes and delivers to the Administrative Agent its signature page hereto by 3:00 p.m. New York City time on September 18, 2015 (with the Administrative Agent
determining whether any page has been delivered by such cut-off time), shall have received from the Company an amendment fee in immediately available funds equal to 0.05% multiplied by such approving Bank’s Commitment in effect as of the
Amendment Effective Date. 
 3. Representations and Warranties of the Company. The Company hereby represents and warrants as follows:

 (a) This Amendment and the Credit Agreement, as amended hereby, constitute legal, valid and binding obligations of the Company and are
enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless
of whether considered in a proceeding in equity or at law. 
 (b) As of the date hereof and immediately after giving effect to the terms of
this Amendment, (i) no Event of Default or Potential Default shall have occurred and be continuing and (ii) the representations and warranties of the Company set forth in the Credit Agreement, as amended hereby, are true and correct in all
material respects as of the date hereof; provided, that to the extent such representations and warranties are expressly stated to be made as of an earlier date, such representations and warranties shall be true and correct in all material
respects as of such earlier date. 
 4. Reference to and Effect on the Credit Agreement. 

(a) Upon the effectiveness of this Amendment, (a) this Amendment shall be a Loan Document and (b) on and after the date hereof, each
reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to the Credit Agreement, as amended hereby. 

  
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 (b) Except as specifically amended above, the Credit Agreement shall remain in full force and
effect and is hereby ratified and confirmed. 
 (c) The execution, delivery and effectiveness of this Amendment shall not operate as a
waiver of any right, power or remedy of the Administrative Agent or the Banks, nor constitute a waiver of any provision of the Credit Agreement. 

5. Costs and Expenses. The Company shall pay on demand all reasonable invoiced costs and out-of-pocket expenses paid or incurred by the
Administrative Agent (including the reasonable and invoiced fees, costs and expenses of external counsel to the Administrative Agent) incurred in connection with the preparation, execution and delivery of this Amendment. 

6. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. 

7. Execution. This Amendment may be executed in any number of counterparts (and by different parties hereto on different counterparts),
each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other electronic imaging shall be
effective as delivery of a manually executed counterpart of this Amendment. 
 8. Headings. Section headings used herein are for
convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment. 

[Signature Pages Follow] 

  
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 IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above
written. 
  

					
	 CONAGRA FOODS, INC.,
 as the
Company

		
	By	 	 /s/ Scott E. Messel

		 	Name:	 	Scott E. Messel
		 	Title:	 	 Senior Vice President, Treasurer and

Assistant Corporate Secretary



 Signature Page to 

ConAgra 2011 Revolving Credit Agreement 

Amendment No. 4 







 
			
	 JPMORGAN CHASE BANK, N.A.,
 as
Administrative Agent, an Issuing Bank and as a Bank

		
	By:	 	 /s/ Tony Yung

	Name:	 	Tony Yung
	Title:	 	Executive Director


 Signature Page to 

ConAgra 2011 Revolving Credit Agreement 

Amendment No. 4 








			
	U.S. Bank, National Association
		
	By:	 	 /s/ Karen Nelsen

	Print Name: Karen Nelsen
	Print Title: Vice President


 Signature Page to 

ConAgra 2011 Revolving Credit Agreement 

Amendment No. 4 








			
	MIZUHO BANK (USA)
		
	By:	 	 /s/ David Lim

	Print Name:	 	David Lim
	Print Title:	 	Senior Vice President


 Signature Page to 

ConAgra 2011 Revolving Credit Agreement 

Amendment No. 4 








			
	MIZUHO BANK, LTD.
		
	By:	 	 /s/ David Lim

	Print Name:	 	David Lim
	Print Title:	 	Authorized Signatory


 Signature Page to 

ConAgra 2011 Revolving Credit Agreement 

Amendment No. 4 








			
	Bank of America, N.A.
		
	By:	 	 /s/ J. Casey Cosgrove

	Print Name:	 	J. Casey Cosgrove
	Print Title:	 	Director


 Signature Page to 

ConAgra 2011 Revolving Credit Agreement 

Amendment No. 4 








			
	BNP Paribas
		
	By:	 	 /s/ Mike Shryock

	Name:	 	Mike Shryock
	Title:	 	Managing Director
		
	By:	 	 /s/ Michael Pearce

	Name:	 	Michael Pearce
	Title:	 	Managing Director


 Signature Page to 

ConAgra 2011 Revolving Credit Agreement 

Amendment No. 4 








			
	The Bank of Tokyo-Mitsubishi UFJ, LTD.
		
	By:	 	 /s/ Christine Howatt

	Print Name:	 	Christine Howatt
	Print Title:	 	Authorized Signatory


 Signature Page to 

ConAgra 2011 Revolving Credit Agreement 

Amendment No. 4 








			
	WELLS FARGO BANK, N.A.
		
	By:	 	 /s/ Greg Campbell

	Print Name:	 	Greg Campbell
	Print Title:	 	Director


 Signature Page to 

ConAgra 2011 Revolving Credit Agreement 

Amendment No. 4 








			
	Barclays Bank PLC
		
	By:	 	 /s/ Daniel Hunter

	Print Name:	 	Daniel Hunter
	Print Title:	 	Authorized Signatory


 Signature Page to 

ConAgra 2011 Revolving Credit Agreement 

Amendment No. 4 








			
	THE BANK OF NOVA SCOTIA
		
	By:	 	 /s/ Paula J. Czach

	Print Name:	 	Paula J. Czach
	Print Title:	 	Managing Director


 Signature Page to 

ConAgra 2011 Revolving Credit Agreement 

Amendment No. 4 








			
	COBANK, ACB
		
	By:	 	 /s/ Kyle Weaver

	Print Name:	 	Kyle Weaver
	Print Title:	 	Vice President


 Signature Page to 

ConAgra 2011 Revolving Credit Agreement 

Amendment No. 4 








			
	State Street Bank and Trust Company
		
	By:	 	 /s/ Mary H. Carey

	Print Name:	 	Mary H. Carey
	Print Title:	 	Vice President


 Signature Page to 

ConAgra 2011 Revolving Credit Agreement 

Amendment No. 4