On January 15, 2016, ConAgra Foods, Inc. entered into separate letter agreements with each of Bank of America, N.A., Goldman Sachs Bank USA and Wells Fargo Bank, National Association. Each term loan agreement provides for the counterparty thereto to make a single unsecured term loan to the company of up to $200 million (i.e., $600 million in total). The terms of the three Term Loan Agreements are substantively identical.

Proceeds of the term loans may only be used to repay amounts outstanding under the Company's 1.30% Senior Notes due January 25, 2016. The term loans provided for under the Term Loan Agreements mature on April 26, 2016, and are subject to mandatory prepayment (without penalty) upon the Company's receipt of net cash proceeds from the sale of its Private Brands business. The term loans bear interest at, at the Company's election, either LIBOR plus 1.00%, a daily floating LIBOR rate plus 1.00%, or the applicable base rate.

Each Term Loan Agreement incorporates by reference the affirmative and negative covenants and events of defaults contained in the Revolving Credit Agreement, dated as of September 14, 2011, among the Company, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto (as amended), other than those requiring delivery of quarterly and annual officer's certificates and the financial covenants therein. Each Term Loan Agreement additionally contains events of default customary for unsecured short-term investment grade credit facilities. If an event of default occurs and is continuing under any of the Term Loan Agreements, the applicable lender may terminate and/or suspend its obligations under the applicable Term Loan Agreement and/or accelerate amounts due under the applicable Term Loan Agreement (and in the case of events of default related to insolvency and receivership, the commitments of the lenders will be automatically terminated and all outstanding obligations of the Company thereunder will become immediately due and payable).