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Conagra Brands Inc. – ‘10-K’ for 5/28/17 – ‘EX-2.3.1’

On:  Friday, 7/21/17, at 12:13pm ET   ·   For:  5/28/17   ·   Accession #:  1628280-17-7184   ·   File #:  1-07275

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 7/21/17  Conagra Brands Inc.               10-K        5/28/17  147:20M                                    Workiva Inc Wde… FA01/FA

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.39M 
 2: EX-2.3.1    Plan of Acquisition, Reorganization, Arrangement,   HTML     71K 
                Liquidation or Succession                                        
 3: EX-10.12    Material Contract                                   HTML     89K 
 4: EX-10.22    Material Contract                                   HTML     56K 
 5: EX-10.32.1  Material Contract                                   HTML     57K 
 7: EX-21       Subsidiaries List                                   HTML     44K 
 8: EX-23       Consent of Experts or Counsel                       HTML     43K 
 9: EX-24       Power of Attorney                                   HTML     59K 
 6: EX-12       Statement re: Computation of Ratios                 HTML     58K 
10: EX-31.1     Certification -- §302 - SOA'02                      HTML     49K 
11: EX-31.2     Certification -- §302 - SOA'02                      HTML     49K 
12: EX-32.1     Certification -- §906 - SOA'02                      HTML     45K 
19: R1          Document and Entity Information                     HTML     71K 
20: R2          Consolidated Statements of Operations               HTML    107K 
21: R3          Consolidated Statements of Comprehensive Income     HTML    158K 
                (Loss)                                                           
22: R4          Consolidated Balance Sheets                         HTML    165K 
23: R5          Consolidated Balance Sheets (Parenthetical)         HTML     53K 
24: R6          Consolidated Statements of Common Stockholders'     HTML     97K 
                Equity                                                           
25: R7          Consolidated Statements of Common Stockholders'     HTML     46K 
                Equity (Parenthetical)                                           
26: R8          Consolidated Statements of Cash Flows               HTML    175K 
27: R9          Summary of Significant Accounting Policies          HTML    154K 
28: R10         Acquisitions                                        HTML     48K 
29: R11         Restructuring Activities                            HTML    238K 
30: R12         Long-Term Debt                                      HTML    106K 
31: R13         Credit Facilities and Borrowings                    HTML     49K 
32: R14         Discontinued Operations and Other Divestitures      HTML    134K 
33: R15         Investments in Joint Ventures                       HTML     94K 
34: R16         Variable Interest Entities                          HTML     47K 
35: R17         Goodwill and Other Identifiable Intangible Assets   HTML    105K 
36: R18         Earnings (Loss) Per Share                           HTML     68K 
37: R19         Inventories                                         HTML     52K 
38: R20         Other Noncurrent Liabilities                        HTML     56K 
39: R21         Capital Stock                                       HTML     47K 
40: R22         Share-Based Payments                                HTML    148K 
41: R23         Pre-Tax Income and Income Taxes                     HTML    166K 
42: R24         Leases                                              HTML     53K 
43: R25         Contingencies                                       HTML     61K 
44: R26         Derivative Financial Instruments                    HTML    124K 
45: R27         Pension and Postretirement Benefits                 HTML    457K 
46: R28         Fair Value Measurements                             HTML    101K 
47: R29         Business Segments and Related Information           HTML    137K 
48: R30         Quarterly Financial Data (Unaudited)                HTML    124K 
49: R31         Schedule II Valuation and Qualifying Accounts       HTML     69K 
50: R32         Summary of Significant Accounting Policies          HTML    145K 
                (Policies)                                                       
51: R33         Summary of Significant Accounting Policies          HTML    122K 
                (Tables)                                                         
52: R34         Restructuring Activities (Tables)                   HTML    235K 
53: R35         Long-Term Debt (Tables)                             HTML    102K 
54: R36         Discontinued Operations and Other Divestitures      HTML    125K 
                (Tables)                                                         
55: R37         Investments in Joint Ventures (Tables)              HTML     85K 
56: R38         Goodwill and Other Identifiable Intangible Assets   HTML     90K 
                (Tables)                                                         
57: R39         Earnings (Loss) Per Share (Tables)                  HTML     67K 
58: R40         Inventories (Tables)                                HTML     53K 
59: R41         Other Noncurrent Liabilities (Tables)               HTML     56K 
60: R42         Share-Based Payments (Tables)                       HTML    119K 
61: R43         Pre-Tax Income and Income Taxes (Tables)            HTML    165K 
62: R44         Leases (Tables)                                     HTML     49K 
63: R45         Derivative Financial Instruments (Tables)           HTML    113K 
64: R46         Pension and Postretirement Benefits (Tables)        HTML    455K 
65: R47         Fair Value Measurements (Tables)                    HTML     94K 
66: R48         Business Segments and Related Information (Tables)  HTML    126K 
67: R49         Quarterly Financial Data (Unaudited) (Tables)       HTML    123K 
68: R50         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Basis  HTML     46K 
                of Consolidation (Narrative) (Details)                           
69: R51         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -        HTML     57K 
                Schedule of Estimated Useful Lives of Property,                  
                Plant and Equipment (Details)                                    
70: R52         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -        HTML     44K 
                Marketing Costs (Narrative) (Details)                            
71: R53         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -        HTML     45K 
                Research and Development (Narrative) (Details)                   
72: R54         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -        HTML     58K 
                Schedule of Accumulated Balances for Each                        
                Component of Other Comprehensive Income (Loss),                  
                Net of Tax (Details)                                             
73: R55         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -        HTML    111K 
                Summary of Reclassifications from Accumulated                    
                Other Comprehensive Loss into Income (Loss)                      
                (Details)                                                        
74: R56         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -        HTML     44K 
                Foreign Currency Transaction Gains and Losses                    
                (Narrative) (Details)                                            
75: R57         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -        HTML     61K 
                Accounting Changes (Narrative) (Details)                         
76: R58         Acquisitions (Details)                              HTML     66K 
77: R59         RESTRUCTURING ACTIVITIES - Narrative (Details)      HTML     86K 
78: R60         RESTRUCTURING ACTIVITIES - Schedule of Pre-Tax      HTML    210K 
                Expenses in Association with the SCAE Plan                       
                (Details)                                                        
79: R61         RESTRUCTURING ACTIVITIES - Schedule of Liabilities  HTML     69K 
                Recorded for the SCAE Plan (Details)                             
80: R62         LONG-TERM DEBT - Schedule of Long-Term Debt         HTML    109K 
                Instruments (Details)                                            
81: R63         LONG-TERM DEBT - Schedule of Aggregate Minimum      HTML     55K 
                Principal Maturities of Long-Term Debt (Details)                 
82: R64         LONG-TERM DEBT - Narrative (Details)                HTML    170K 
83: R65         LONG-TERM DEBT - Schedule of Net Interest Expense   HTML     52K 
                (Details)                                                        
84: R66         Credit Facilities and Borrowings (Details)          HTML     63K 
85: R67         DISCONTINUED OPERATIONS AND OTHER DIVESTITURES -    HTML    107K 
                Summary of Comparative Financial Results (Details)               
86: R68         DISCONTINUED OPERATIONS AND OTHER DIVESTITURES -    HTML     59K 
                Lamb Weston Spinoff (Narrative) (Details)                        
87: R69         DISCONTINUED OPERATIONS AND OTHER DIVESTITURES -    HTML    134K 
                Schedule of Assets and Liabilities Classified as                 
                Held for Sale (Details)                                          
88: R70         DISCONTINUED OPERATIONS AND OTHER DIVESTITURES -    HTML    113K 
                Private Brands Operations (Narrative) (Details)                  
89: R71         DISCONTINUED OPERATIONS AND OTHER DIVESTITURES -    HTML     48K 
                ConAgra Mills Operations (Narrative) (Details)                   
90: R72         DISCONTINUED OPERATIONS AND OTHER DIVESTITURES -    HTML     83K 
                Other Divestitures (Narrative) (Details)                         
91: R73         INVESTMENTS IN JOINT VENTURES - Narrative           HTML    100K 
                (Details)                                                        
92: R74         INVESTMENTS IN JOINT VENTURES - Summary of          HTML     77K 
                Combined Financial Information (Details)                         
93: R75         Variable Interest Entities (Details)                HTML     58K 
94: R76         GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS   HTML     72K 
                - Schedule of the Change in the Carrying Amount of               
                Goodwill (Details)                                               
95: R77         GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS   HTML     53K 
                - Schedule of Other Identifiable Intangible Assets               
                (Details)                                                        
96: R78         GOODWILL AND OTHER IDENTIFIABLE INTANGIBLE ASSETS   HTML    109K 
                - Narrative (Details)                                            
97: R79         Earnings (LOSS) PER SHARE - Reconciliation of       HTML     72K 
                Income and Average Share Amounts Used to Compute                 
                Both Basic and Diluted Earnings (Loss) Per Share                 
                (Details)                                                        
98: R80         Earnings (LOSS) PER SHARE - Narrative (Details)     HTML     46K 
99: R81         Inventories (Details)                               HTML     55K 
100: R82         Other Noncurrent Liabilities (Details)              HTML     61K  
101: R83         Capital Stock (Details)                             HTML     81K  
102: R84         SHARE-BASED PAYMENTS - Additional Information       HTML     51K  
                (Narrative) (Details)                                            
103: R85         SHARE-BASED PAYMENTS - Stock Option Plan            HTML     92K  
                (Narrative) (Details)                                            
104: R86         SHARE-BASED PAYMENTS - Schedule of Weighted         HTML     52K  
                Average Assumptions for Stock Options Granted                    
                (Details)                                                        
105: R87         SHARE-BASED PAYMENTS - Summary of Option Activity   HTML     93K  
                and Changes (Details)                                            
106: R88         SHARE-BASED PAYMENTS - Share Unit Plans             HTML     73K  
                (Narrative) (Details)                                            
107: R89         SHARE-BASED PAYMENTS - Summary of Nonvested Share   HTML     82K  
                Units and Changes (Details)                                      
108: R90         SHARE-BASED PAYMENTS - Performance-Based Share      HTML     70K  
                Plan (Narrative) (Details)                                       
109: R91         SHARE-BASED PAYMENTS - Summary of Activity for      HTML     75K  
                Performance Share Awards and Changes (Details)                   
110: R92         PRE-TAX INCOME AND INCOME TAXES - Schedule of       HTML     51K  
                Pre-Tax Income from Continuing Operations                        
                (Details)                                                        
111: R93         PRE-TAX INCOME AND INCOME TAXES - Schedule of the   HTML     71K  
                Provision for Income Taxes (Details)                             
112: R94         PRE-TAX INCOME AND INCOME TAXES - Reconciliation    HTML     77K  
                of Income Taxes to the Provision for Income Taxes                
                (Details)                                                        
113: R95         PRE-TAX INCOME AND INCOME TAXES - Narrative         HTML     99K  
                (Details)                                                        
114: R96         PRE-TAX INCOME AND INCOME TAXES - Schedule of the   HTML     84K  
                Tax Effect of Temporary Differences and                          
                Carryforwards (Details)                                          
115: R97         PRE-TAX INCOME AND INCOME TAXES - Schedule of       HTML     57K  
                Change in Unrecognized Tax Benefits (Details)                    
116: R98         LEASES - Narrative (Details)                        HTML     53K  
117: R99         LEASES - Summary of Non-Cancellable Operating       HTML     60K  
                Lease Commitments (Details)                                      
118: R100        Contingencies (Details)                             HTML     95K  
119: R101        DERIVATIVE FINANCIAL INSTRUMENTS - Narrative        HTML     91K  
                (Details)                                                        
120: R102        DERIVATIVE FINANCIAL INSTRUMENTS - Schedule of      HTML     49K  
                Derivative Assets and Liabilities Representing a                 
                Right to Reclaim Cash Collateral or Obligation to                
                Return Cash Collateral (Details)                                 
121: R103        DERIVATIVE FINANCIAL INSTRUMENTS - Schedule of      HTML     59K  
                Derivative Assets and Liabilities Where Legal                    
                Right of Setoff Existed (Details)                                
122: R104        DERIVATIVE FINANCIAL INSTRUMENTS - Schedule of      HTML     55K  
                Location and Amount of Gains (Losses) from                       
                Derivatives Not Designated as Hedging Instruments                
                (Details)                                                        
123: R105        PENSION AND POSTRETIREMENT BENEFITS - Schedule of   HTML    111K  
                Changes in Benefit Obligations and Plan Assets                   
                (Details)                                                        
124: R106        PENSION AND POSTRETIREMENT BENEFITS - Schedule of   HTML     85K  
                Funded Status and Amounts Recognized (Details)                   
125: R107        PENSION AND POSTRETIREMENT BENEFITS - Narrative     HTML    122K  
                (Details)                                                        
126: R108        PENSION AND POSTRETIREMENT BENEFITS - Schedule of   HTML     49K  
                Projected Benefit Obligation, Accumulated Benefit                
                Obligation, and Fair Value of Plan Assets                        
                (Details)                                                        
127: R109        PENSION AND POSTRETIREMENT BENEFITS - Components    HTML     77K  
                of Pension Benefit and Other Postretirement                      
                Benefit Costs (Details)                                          
128: R110        PENSION AND POSTRETIREMENT BENEFITS - Schedule of   HTML     67K  
                Other Changes in Plan Assets and Benefit                         
                Obligations (Details)                                            
129: R111        PENSION AND POSTRETIREMENT BENEFITS - Weighted      HTML     53K  
                Average Actuarial Assumption Used to Determine Net               
                Expense (Details)                                                
130: R112        PENSION AND POSTRETIREMENT BENEFITS - Schedule of   HTML     47K  
                Amounts in Accumulated Other Comprehensive Income                
                (Loss) (Details)                                                 
131: R113        PENSION AND POSTRETIREMENT BENEFITS - Schedule of   HTML    125K  
                Fair Value of Plan Assets, Summarized by Level                   
                (Details)                                                        
132: R114        PENSION AND POSTRETIREMENT BENEFITS - Schedule of   HTML     76K  
                Pension Plan Weighted-Average Asset Allocations                  
                and Target Asset Allocations (Details)                           
133: R115        PENSION AND POSTRETIREMENT BENEFITS - Schedule of   HTML     46K  
                Assumed Health Care Cost Trend Rates (Details)                   
134: R116        PENSION AND POSTRETIREMENT BENEFITS - Schedule of   HTML     53K  
                the Effect of a One Percentage Point Change in                   
                Assumed Health Care Cost Rates (Details)                         
135: R117        PENSION AND POSTRETIREMENT BENEFITS - Schedule of   HTML     60K  
                Estimated Future Gross Benefit Payments (Details)                
136: R118        PENSION AND POSTRETIREMENT BENEFITS - Schedule of   HTML     56K  
                Contributions for Plans That Are Not Individually                
                Significant (Details)                                            
137: R119        FAIR VALUE MEASUREMENTS - Schedule of Financial     HTML     73K  
                Assets and Liabilities Measured at Fair Value                    
                (Details)                                                        
138: R120        FAIR VALUE MEASUREMENTS - Narrative (Details)       HTML     66K  
139: R121        BUSINESS SEGMENTS AND RELATED INFORMATION -         HTML    107K  
                Narrative (Details)                                              
140: R122        BUSINESS SEGMENTS AND RELATED INFORMATION -         HTML     89K  
                Schedule of Segment Operations (Details)                         
141: R123        BUSINESS SEGMENTS AND RELATED INFORMATION -         HTML     52K  
                Schedule of Net Sales by Product Type (Details)                  
142: R124        BUSINESS SEGMENTS AND RELATED INFORMATION -         HTML     63K  
                Schedule of Net Derivative Gains (Losses) from                   
                Economic Hedges (Details)                                        
143: R125        Quarterly Financial Data (Unaudited) (Details)      HTML     85K  
144: R126        Schedule II Valuation and Qualifying Accounts       HTML     53K  
                (Details)                                                        
146: XML         IDEA XML File -- Filing Summary                      XML    276K  
145: EXCEL       IDEA Workbook of Financial Reports                  XLSX    187K  
13: EX-101.INS  XBRL Instance -- cag-20170528                        XML   6.88M 
15: EX-101.CAL  XBRL Calculations -- cag-20170528_cal                XML    521K 
16: EX-101.DEF  XBRL Definitions -- cag-20170528_def                 XML   1.67M 
17: EX-101.LAB  XBRL Labels -- cag-20170528_lab                      XML   3.64M 
18: EX-101.PRE  XBRL Presentations -- cag-20170528_pre               XML   2.30M 
14: EX-101.SCH  XBRL Schema -- cag-20170528                          XSD    350K 
147: ZIP         XBRL Zipped Folder -- 0001628280-17-007184-xbrl      Zip    550K

‘EX-2.3.1’   —   Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession

This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]

 <!   C:   C: 
  Exhibit  


Exhibit 2.3.1

FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT

FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT, dated as of
January 29, 2016 (this “First Amendment”), by and among Bay Valley Foods LLC, a Delaware limited liability company (“Buyer”), and ConAgra Foods, Inc., a Delaware corporation (“Seller”).

W I T N E S S E T H:

WHEREAS, the parties to this First Amendment are parties to that certain Stock Purchase Agreement, dated as of November 1, 2015 (the “Purchase Agreement”), as assigned by TreeHouse Foods, Inc. to Buyer;

WHEREAS, the parties to this First Amendment may amend the Purchase Agreement in accordance with Section 13.02 of the Purchase Agreement; and

WHEREAS, the parties to the Purchase Agreement desire to amend certain provisions of the Purchase Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained taken as a whole, the parties hereto agree as follows:

Section 1. Defined Terms. Capitalized terms used, but not defined, herein shall have the meanings specified in the Purchase Agreement.

Section 2. Amendments to the Purchase Agreement.

(a)Section 5.03 of the Purchase Agreement is hereby amended by inserting the following sentence immediately following the second full sentence of Section 5.03 of the Purchase Agreement:

Notwithstanding the foregoing, (i) for so long as the Seller or any of its Subsidiaries owns and operates the Chicago facility, the development, manufacture, sale and/or servicing of frozen bakery products (limited to muffins, loaf cakes and petit fours produced prior to the Closing Date) manufactured by Seller or any of its Affiliates at the Chicago facility shall not be considered a Competing Business, and a Competing Business shall not include the sale, use or distribution, anywhere in the world, of any such product that is manufactured at the Chicago facility, and (ii) for so long as the Seller or any of its Subsidiaries owns and operates the Grand Rapids facility, the development, manufacture, sale and/or servicing of frozen bakery products (limited to fully baked crusty and soft breads and rolls produced prior to the Closing Date) manufactured by the Seller or any of its Affiliates at the Grand Rapids facility shall not be considered a Competing Business, and a Competing Business shall not include the sale, use or distribution, anywhere in the world, of any such product that is manufactured at the Grand Rapids facility.





(b)
A new Section 5.13 is hereby inserted into the Purchase Agreement
Section 5.13. Bonuses. Notwithstanding anything in the Agreement to the contrary, Seller shall be responsible for the payment of cash bonuses accrued through the Closing Date with respect to each Transferred Employee that relate to the fiscal year performance period in effect as of the Closing Date (including all employer Taxes related thereto) plus cash bonuses for previous fiscal year performance periods that have been earned but remain unpaid as of the Closing Date (including all employer Taxes related thereto), and no such amounts shall be included in Closing Working Capital, Seller Transaction Expenses or Indebtedness. Such bonuses shall be paid as soon as practicable after the Closing Date. Seller shall calculate such bonuses in good faith. Seller shall withhold and remit all related Taxes to the proper Taxing Authority in accordance with Applicable Laws.

(c)Section 7.11 of the Purchase Agreement is hereby amended by inserting the following sentence at the end of such Section:

Without limiting the generality of the foregoing, Seller shall use its commercially reasonable efforts to maintain in effect that certain letter of credit or surety bond, outstanding as of the Closing Date, issued to Old Republic Insurance Company and relating to the Purchased Subsidiaries, until such time as all claims incurred prior to the Closing with respect to the Purchased Subsidiaries are paid in full, and Buyer shall promptly reimburse Seller for any and all fees, costs and expenses that relate to the Purchased Subsidiaries and that are incurred by Seller or any of its Affiliates, from time to time as such fees, costs and expenses are incurred, in connection with the foregoing.

(d)
A new Section 9.22 is hereby inserted into the Purchase Agreement: Section 9.22. Other Matters. Buyer and Seller further agree as follows:
(a)Buyer or an Affiliate of Buyer shall continue to provide claims payments pursuant to Travelers Indemnity Company (together with any affiliated or successor policy provider (“Travelers”)) policies for workers’ compensation, employer’s liability, general liability and auto liability for occurrences occurring prior to October 1, 2013 at the following Seller locations: Streator, IL, Louisville, KY, Grand Rapids, MI, Chicago, IL and Kent, WA (the “Charge Back Locations”). Such services shall be continued until all claims are full, final, adjusted and closed.

(b)Seller or an Affiliate of Seller shall reimburse Buyer at the end of each calendar quarter in an amount equal to the claim payments made by Buyer during the calendar quarter for the Charge Back Locations plus related handling fees assessed by Travelers (the “Quarterly Charge Back”). The first such Quarterly Charge Back will be made on March 31, 2016 and will relate to the period beginning on the Closing Date and ending on March 31, 2016. Buyer will provide Seller a quarterly invoice within 15 days following the end of each calendar quarter. Seller or an Affiliate of Seller shall pay such invoice in full within 30 days of its receipt of such invoice. Any charge back will be tracked by the Travelers Indemnity Company’s e- Tracer claims management system (or




any similar replacement system) for Charge Back Locations identified as: Carriage House - Streator IL, FBG-Chicago IL, FBG-Grand Rapids MI, FBG-Kent, and FBG-Louisville KY. The method used to calculate the Quarterly Charge Back will be to run a monthly claim analysis report for the Charge Back Locations.

(c)The Quarterly Charge Back will not include payments related to claims that have been converted to the retro program which are paid on an incurred basis. Seller or an Affiliate of Seller will reimburse Buyer annually for claims converted to the retro program and paid on an incurred basis plus related handling fees assessed by Travelers (the “Annual Charge Back”). The method used to calculate the Annual Charge Back will be to run a summary change report for the Charge Back Locations. Buyer or an Affiliate of Buyer will provide Seller an invoice and reasonable supporting documentation to support the charges paid by Buyer or an Affiliate of Buyer with respect to the Annual Charge Back. Seller or an Affiliate of Seller shall pay such invoice in full within 30 days of its receipt of such invoice.

(d)Seller or an Affiliate of Seller shall continue to make the filings described in Section 9.22(d) of the Disclosure Schedules for state workers’ compensation self-insurance obligations on behalf of the Purchased Subsidiaries and former locations of the Purchased Company for those filings with the indicator “CAG” under column I in Section 9.22(d) of the Disclosure Schedules (the “Filing Locations”). Such filings will continue to be made until such a time as the various state reporting requirements are satisfied for the Purchased Subsidiaries locations and the former locations of the Purchased Company. Seller or an Affiliate of Seller will be provided access to Travelers data and/or Sedgwick data to the extent necessary to complete such filings. Buyer or an Affiliate of Buyer will reimburse Seller for assessments made with respect to the Filing Locations as described in column K of Section 9.22(d) of the Disclosure Schedule. Seller or an Affiliate of Seller will provide Buyer or an Affiliate of Buyer an invoice and reasonable supporting documentation to support the assessments paid by Seller or an Affiliate of Seller on behalf of the Filing Locations. Buyer or an Affiliate of Buyer will pay each such invoice in full within 30 days of receipt of such invoice.

(e)A new Section 9.22(d) is hereby added to the Disclosure Schedule as set forth in Exhibit A.

(f)Attachment 5 of the Disclosure Schedule to the Purchase Agreement is hereby amended and restated in its entirety as shown on Exhibit B hereto.

(g)Notwithstanding anything to the contrary in the Agreement, Sellers shall retain all rights to develop, manufacture, sell and/or service the SKUs set forth on Exhibit C hereto, and such SKUs shall not be included in the Business; provided that nothing herein shall prevent Buyer from developing, manufacturing, selling and/or servicing any similar SKUs or product categories.

Section 3. Representations and Warranties of Buyer. Buyer represents and warrants to Seller as of the date hereof that Buyer has full power and authority to execute and deliver this First Amendment. This First Amendment has been duly executed and delivered by Buyer and, assuming




the due authorization, execution and delivery by Seller and Seller Representative of this First Amendment, this First Amendment constitutes a legal, valid and binding agreement of Buyer enforceable against Buyer in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other Applicable Laws affecting creditors’ rights generally and general principles of equity).

Section 4. Representations and Warranties of Seller. Seller represents and warrants to Buyer as of the date hereof that Seller has full power and authority to execute and deliver this First Amendment. This First Amendment has been duly executed and delivered by Seller and, assuming the due authorization, execution and delivery by Buyer of this First Amendment, this First Amendment constitutes a legal, valid and binding agreement of Seller enforceable against Seller in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other Applicable Laws affecting creditors’ rights generally and general principles of equity).

Section 5. General Provisions.

(a)    Effectiveness. The amendments set forth in this First Amendment shall be effective as of the date set forth in the preamble hereto.

(b)    Miscellaneous. Sections 13.01, 13.02, 13.03, 13.04, 13.05, 13.06, 13.07,
13.08 13.09, 13.11 and 13.12 of the Purchase Agreement are hereby incorporated into this First Amendment, mutatis mutandis. Except as specifically amended by this First Amendment, all provisions of the Purchase Agreement shall remain in full force and effect.

(c)    Interpretation. For the avoidance of doubt, from and after the date of this First Amendment, references in the Purchase Agreement to the “Agreement” or any provision thereof shall be deemed to refer to the Purchase Agreement or such provision as amended hereby unless the context otherwise requires, and references in the Purchase Agreement to the “date hereof” or the “date of this Agreement” shall be deemed to refer to November 1, 2015. References in this First Amendment to “the date hereof” refer to the date set forth in the preamble to this First Amendment.

[Remainder of page intentionally left blank]





IN WITNESS WHEREOF, each of the undersigned has caused this First Amendment to be executed on the date first written above by its duly authorized officer.



CONAGRA FOODS, INC.
 
 
 
 
By:
/s/ Colleen Batcheler
 
Name: Colleen Batcheler
 
Title: Executive Vice President,
 
General Counsel & Corporate Secretary
 
 
 
 
 
BAY VALLEY FOODS, LLC
 
 
 
 
By:
/s/ Thomas E. O'Neill
 
Name: Thomas E. O'Neill
 
Title: Executive Vice President
 
and General Counsel



























EXHIBIT A

[Intentionally Omitted]

























































EXHIBIT B

[Intentionally Omitted]
























































EXHIBIT C

[Intentionally Omitted]
    










Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:7/21/174,  S-3ASR
For Period end:5/28/17
3/31/16
1/29/16
11/1/153,  8-K
10/1/1310-Q,  4,  8-K
 List all Filings 

3 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 7/13/23  Conagra Brands Inc.               10-K        5/28/23  120:16M                                    RDG Filings/FA
 7/21/22  Conagra Brands Inc.               10-K        5/29/22  121:17M                                    RDG Filings/FA
 7/23/21  Conagra Brands Inc.               10-K        5/30/21  146:30M                                    ActiveDisclosure/FA
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