exv4w7






EXHIBIT
4.7



FORM OF SUBORDINATED DEBT SECURITY




[Face of Subordinated Security]




DIAMOND FOODS, INC.




     [If applicable, insert – FOR PURPOSES OF THE ORIGINAL ISSUE DISCOUNT PROVISIONS OF THE
INTERNAL REVENUE CODE OF 1986, THE ISSUE PRICE OF THIS SUBORDINATED SECURITY IS ___% OF ITS
PRINCIPAL AMOUNT AT STATED MATURITY SET FORTH BELOW (ITS “PRINCIPAL AMOUNT”), THE AMOUNT OF
ORIGINAL ISSUE DISCOUNT IS ___% OF ITS PRINCIPAL AMOUNT, THE YIELD TO MATURITY IS ___% AND THE
ISSUE DATE IS                     ]



     [IF THE SUBORDINATED SECURITY IS A GLOBAL SUBORDINATED SECURITY, INSERT – THIS NOTE IS A
GLOBAL SUBORDINATED SECURITY. IT IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON
OTHER THAN THE DEPOSITARY (AS HEREINAFTER DEFINED) OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES
HEREINAFTER DESCRIBED AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE
OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY TO A SUCCESSOR OF THE DEPOSITARY OR
A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.]



     [Unless this Subordinated Security is presented by an authorized representative of The
Depositary Trust Company (55 Water Street, New York, New York) to the issuer or its agent for
registration of transfer, exchange or payment and any certificate issued is registered in the name
of Cede & co. or such other name as requested by an authorized representative of The Depository
Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co.,
has an interest herein.]



	 	 	 	 	 
	No.                     

	 	$                    
	 	 
	 

	 	 CUSIP No.	 	 





     Diamond Foods, Inc., a Delaware Corporation (herein called the “Company”, which term includes
any successor corporation under the Indenture referred to on the reverse hereof), for value
received, hereby promises to pay to, or registered assigns, the principal sum of ___ Dollars on ------- [if
Subordinated Security is to bear interest prior to maturity, insert ==, and to pay interest thereon
from ------- or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, semi-annually on ------- and -------- in each year, commencing
-----------, at the rate of ___% per annum, until the principal hereof is paid or made
available for payment [if applicable, insert ---, provided that any principal and premium, and any
such installment of interest, which is overdue shall bear interest at the rate of ___% per annum
(to the
extent that the payment of such interest shall be legally enforceable), from the dates such



 









 







amounts are due until they are paid or made available for payment, and such interest shall be
payable on demand]. The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this
Subordinated Security (or one or more Predecessor Subordinated Securities) is registered at the
close of business on the Record Date for such interest, which shall be the --------- or
------- (whether or not a Business Day), as the case may be, next preceding such Interest
Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease
to be payable to the Holder on such Record Date and may either be paid to the Person this
Subordinated Security (or one or more Predecessor Subordinated Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed
by the Trustee, notice whereof shall be given to Holders of Subordinated Securities of this series
not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful
manner not inconsistent with the requirements of any Subordinated Securities exchange on which the
Subordinated Securities of this series may be listed, and upon such notice as may be required by
such exchange, all as more fully provided in said Indenture. [If the Subordinated Security is not
to bear interest prior to maturity, insert === The principal of this Subordinated Security shall
not bear interest except in the case of a default in payment of principal upon acceleration, upon
redemption or at Stated Maturity and in such case the overdue principal and any overdue premium
shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest
shall be legally enforceable), from the dates such amounts are due until they are paid or made
available for payment. Interest on any overdue principal or premium shall be payable on demand.
[Any such interest on overdue principal or premium which is not paid on demand shall bear interest
at the rate of ___% per annum (to the extent that the payment of such interest on interest shall be
legally enforceable), from the date of such demand until the amount so demanded is paid or made
available for payment. Interest on any overdue interest shall be payable on demand.]].



     Payment of the principal of (and premium, if any, on) and [any such] interest on this
Subordinated Security will be made at the office or agency of the Company maintained for that
purpose in                     , in such coin or currency of [the United States of America] as at the time of
payment is legal tender for payment of public and private debts [; provided, however, that at the
option of the Company payment of interest may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Register].



     Reference is hereby made to the further provisions of this Subordinated Security set forth on
the reverse hereof, which further provisions shall for all purposes have the same effect as if set
forth at this place.



     Unless the certificate of authentication hereon has been manually executed by or on behalf of
the Trustee under the Indenture referred to on the reverse hereof, this Subordinated Security shall
not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.



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     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its
corporate seal.



	 	 	 	 	 
	Dated: 	Diamond Foods, Inc.

 	 
	 	By:  	 	 
	 	 	[Title] 	 
	 	 	 	 
	 



Attest and Countersign:




	 	 	 
	 

Secretary

	 	 







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[Reverse of Subordinated Security.]




DIAMOND FOODS, INC.




     This Subordinated Security is one of a duly authorized issue of Subordinated Securities of the
Company (herein called the “Subordinated Securities”), issued and to be issued in one or more
series under an Indenture dated as of
                    , (herein called the “Indenture,” which term
shall have the meaning assigned to it in such instrument), between
the Company and Wells Fargo Bank, N.A., as
trustee (herein called the “Trustee”, which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for
a statement of the respective rights, limitations or rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Subordinated Securities and of the terms upon which
the Subordinated Securities are, and are to be, authenticated and delivered. This Subordinated
Security is one of the series designated on the face hereof [, limited in aggregate principal
amount to $                    ].



     [If the Subordinated Security is to be subordinated, insert—The indebtedness evidenced by this
Subordinated Security is, to the extent and in the manner set forth in the Indenture, expressly
subordinated and subject in right of payment to the prior payment in full of all Senior
Indebtedness (as defined in the Indenture) of the Company. This Subordinated Security is issued
subject to such provisions of the Indenture, and each Holder of this Subordinated Security, by
accepting the same, agrees to and shall be bound by such provisions and authorizes and directs the
Trustee on the Holder’s behalf to take such action as may be necessary or appropriate to
acknowledge or effectuate such subordination as provided in the Indenture and appoints the Trustee
such Holder’s attorney-in-fact for any and all such purposes.]



     [If the Subordinated Security is to be subject to redemption only at the option of the Company,
insert—The Subordinated Securities of
this series are subject to redemption upon not less than 30 days’ notice provided in the manner set
forth in the Indenture, [(1) on                      in any year commencing with the year                      and
ending with the year                      at the
Redemption Price equal to 100% of the principal amount, and (2)] at any time [on or after
                    ,                     ], as a whole or in part, at the election of the principal the following
Redemption Prices (expressed as percentages of the principal amount): If redeemed [on or before
                    , ___%, and if redeemed] during the 12-month period beginning                      of the years
indicated,




	 	 	 	 	 	 	 
	Year
	 	Redemption Price	 	Year	 	Redemption Price
	 

	 	 
	 	 
	 	 





and thereafter at a Redemption Price equal to ___% of the principal amount together in the case of
any such redemption [(whether through operation of the sinking fund or otherwise)] with accrued
interest to the Redemption Date, but interest installments whose Stated Maturity is on or




 









 







prior to such Redemption Date will be payable to the Holders of such Subordinated Securities of
record at the close of business on the relevant record dates referred to on the face hereof, all as
provided in the Indenture.]





     [If the Subordinated Security is to be redeemable in part, insert—In the event of redemption
of this Subordinated Security in part only, a new Subordinated Security or Subordinated Securities
of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof
upon the cancellation hereof.]



     [If the Subordinated Security is to be subject to repayment at the option of the Holder,
insert—To be repaid at the option of the Holder, the Company must receive this Subordinated
Security, with the form of “Option to Elect Repayment” hereon duly completed, at an office or



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agency of the Company maintained for that purpose in                      (or at such other place of which the
Company shall from time to time notify the Holder of this Subordinated Security) not less than nor
more than                      days prior to the Repayment Date. The exercise of the repayment option by the
Holder shall be irrevocable.



     [If the Subordinated Security is not to be subject to redemption at the option of the Company,
insert—The Subordinated Securities are not redeemable at the option of the Company prior to
Maturity.]



     [If the Subordinated Security is not to be an Original Issue Discount Security, insert—If an
Event of Default with respect to Subordinated Securities of this series shall occur and be
continuing, the principal of the Subordinated Securities of this series may be declared due and
payable in the manner and with the effect provided in the Indenture.]



     [If the Subordinated Security is to be an Original Issue Discount Security, insert—If an Event
of Default with respect to Subordinated Securities of this series shall occur and be continuing, an
amount of principal of the Subordinated Securities of this series may be declared due and payable
in the manner and with the effect provided in the Indenture. Such amount shall be equal to [insert
formula for determining the amount]. Upon payment (i) of the amount of principal so declared due
and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the
extent that the payment of such interest shall be legally enforceable), all of the Company’s
obligations in respect of the payment of the principal of and interest, if any, on the Subordinated
Securities of this series shall terminate.]



     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Subordinated Securities of each series under the Indenture to be affected at any time by the
Company with the consent of the Holders of not less than 66-2/3% in principal amount of the
Subordinated Securities at the time Outstanding of each series to be affected. The Indenture also
contains provisions permitting the Holders of specified percentages in principal amount of the
Subordinated Securities of each series at the time Outstanding, on behalf of the Holders of all
Subordinated Securities of such series, to waive compliance by the Company with certain provisions
of the Indenture and certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Subordinated Security shall be conclusive and binding upon
such Holder and upon all future Holders of this Subordinated Security and of any Subordinated
Security issued upon the registration of transfer hereof or in exchange herefor or I lieu hereof,
whether or not notation of such consent of waiver is made upon this Subordinated Security.



     As provided in and subject to the provisions of the indenture, the Holder of this Subordinated
Security shall not have the right to institute any proceeding with respect to the Indenture or for
the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder
shall have previously given the Trustee written notice of a continuing Event of Default with
respect to the Subordinated Subordinated Securities of this series , the Holders of not less than
25% in principal amount of the Subordinated Securities of this series at the time Outstanding shall
have made written request to the trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity satisfactory to it, and the Trustee
shall not have received from the Holders of a majority in principal amount of



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Subordinated Securities of this series at the time Outstanding a direction inconsistent with such
request, and shall have failed to institute any such proceeding, for 60 days after receipt of such
notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by
the Holder of this Subordinated Security for the enforcement of any payment of principal hereof or
any premium or interest hereon on or after the respective due dates expressed herein.



     No reference herein to the Indenture and no provision of this Subordinated Security or of the
Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional,
to pay the principal of (and premium, if any, on) and interest on this Subordinated Security at the
times, place and rate, and in the coin or currency, herein prescribed.



     [If the Subordinated Security is to be registered form, insert—As provided in the Indenture
and subject to certain limitations therein set forth, the transfer of this Subordinated Security is
registrable in the Register, upon surrender of this Subordinated Security for registration of
transfer at the office or agency of the Company in any place where the principal of (and premium,
if any, on) and interest on this Subordinated Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Company and the
Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and,
thereupon one or more new Subordinated Securities of this series, of authorized denominations and
for the same aggregate principal amount, will be issued to the designated transferee or
transferees.]



     [The Subordinated Securities of this series are issuable only in registered form in denominations of $                     [and any integral multiple] [or increments of $                     in
excess] thereof. As provided in the Indenture and subject to certain limitations therein set
forth, Subordinated Securities of this series are exchangeable for a like aggregate principal
amount of Subordinated Securities of this series of a different authorized denomination, as
requested by the Holder surrendering the same.]



     [No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.]



     [Prior to due presentment of this Subordinated Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name
this Subordinated Security is registered as the owner hereof for all purposes, whether or not this
Subordinated Security be overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.]



     [If the Subordinated Security is a Global Subordinated Security, insert—“Global Subordinated
Security” and “Global Subordinated Securities” means a Subordinated Security or Subordinated
Securities evidencing all or a part of a series of Subordinated Securities, issued to the
Depositary (as hereinafter defined) for such Series or its nominee, and registered in the name of
such Depositary or its nominee. “Depositary” means, with respect to the Subordinated Securities of
any series issuable or issued in whole or in part in the form of one or more Global Subordinated
Securities, the person designated as the Depositary by the Company.



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     No holder of any beneficial interest in this Subordinated Security held on its behalf by a
Depositary or a nominee of such Depositary shall have any rights under the Indenture with respect
to such Global Subordinated Security, and such Depositary or nominee may be treated by the Company,
the Trustee, and any agent of the Company or the Trustee as the owner of such Global Subordinated
Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall impair,
as between a Depositary and such holders of beneficial interests, the operation of customary
practices governing the exercise of the rights of the Depositary as Holder of any Subordinated
Security.



     This Subordinated Security is exchangeable, in whole but not in part, for Subordinated
Securities registered in the names of Persons other than the Depositary or its nominee or in the
name of a successor to the Depositary or a nominee of such successor depositary only if (i) the
Depositary notifies the Company that it is unwilling or unable to continue as Depositary for this
Note or if at any time such Depositary ceases to be a clearing agency registered under the
Subordinated Securities Exchange Act of 1934, as amended, and, in either case, a successor
depositary is not appointed by the Company within 90 days, (ii) the Company in its discretion at
any time determines not to have all of the Subordinated Securities of this series represented by
one or more Global Subordinated Security or Subordinated Securities and notifies the Trustee
thereof, or (iii) an Event of Default has occurred and is continuing with respect to the
Subordinated Securities of this series. If this Subordinated Security is exchangeable pursuant to
the preceding sentence, it shall be exchangeable for Subordinated Securities issuable in authorized
denominations and registered in such names as the Depositary holding this Subordinated Security
shall direct. Subject to the foregoing, this Subordinated Security is not exchangeable, except for
a Subordinated Security or Subordinated Securities of the same aggregate denominations to be
registered in the name of such Depositary or its nominee or in the name of a successor to the
Depositary or a nominee of such successor depositary.]



     [The Indenture entitles Holders to receive annual reports with respect to the Trustee’s
eligibility and qualifications to serve as Trustee by filing their names and addresses with the
Trustee for that purpose within two years preceding and mailing of any such annual report.]



     No recourse shall be had for the payment of the principal of (and premium, if any, on) or
interest on this Subordinated Security, or for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Indenture of any indenture supplemental thereto, against
any incorporator, stockholder, officer or director, as such, past, present or future, of the
Company or any successor corporation, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by
the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and
released.



     All terms used in this Subordinated Security which are defined in the Indenture shall have the
meanings assigned to them in the Indenture.



     This Subordinated Security, including without limitation the obligation of the Company
contained herein to pay the principal of (and premium, if any, on) and interest on this
Subordinated Security in accordance with the terms hereof and of the Indenture, shall be construed
in accordance with and governed by the laws of the State of New York.



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[Trustee’s Certificate of Authentication.]




     This is one of the Subordinated Securities of the series designated herein referred to in the
within-mentioned Indenture.



	 	 	 
	 

	, as
	 

[Authenticating Agent for] the Trustee

	 	 






	 	 	 	 	 
	By
	 	 	 	 
	 

	 	 

Authorized Officer
	 	 






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