exv4w5






EXHIBIT 4.5




FORM OF SENIOR DEBT SECURITY




[Face of 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 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 SECURITY IS A GLOBAL SECURITY, INSERT – THIS NOTE IS A GLOBAL 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 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 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 Security (or one or more Predecessor
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 Security (or one or more Predecessor 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 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 securities exchange on which the 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 Security is not to bear
interest prior to maturity, insert ---
The principal of this 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 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 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 Security shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any purpose.



     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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[Form of Reverse of Security.]




DIAMOND FOODS, INC.




     This Security is one of a duly authorized issue of securities of the Company (herein called
the “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 Securities and of the terms upon which the Securities are, and are to be, authenticated and
delivered. This Security is one of the series designated on the face hereof [, limited in
aggregate principal amount to $___].



     [If the Security is to be subordinated, insert—The indebtedness evidenced by this 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 Security is issued subject to such provisions of the Indenture,
and each Holder of this 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 Security is to be subject to
redemption only at the option of the Company, insert—The 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 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 Securities of record at the



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close of business on the relevant record dates referred to on the face hereof, all as provided in
the Indenture.]




     [If the Security is to be redeemable in part, insert—In the event of redemption of this
Security in part only, a new Security or 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 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 Security, with the form of
“Option to Elect Repayment” hereon duly completed, at an office or 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 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.



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



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



     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
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 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 Securities of each series at the time
Outstanding, on behalf of the Holders of all 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 Security shall be conclusive
and binding upon such Holder and upon all future Holders of this Security and of any 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 Security.



     As provided in and subject to the provisions of the indenture, the Holder of this 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 Securities of this series , the Holders of not less than 25% in principal amount of the
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 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 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 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 Security at the times, place and
rate, and in the coin or currency, herein prescribed.



     [If the Security is to be registered form, insert—As provided in the Indenture and subject to
certain limitations therein set forth, the transfer of this Security is registrable in the
Register, upon surrender of this 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
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



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duly authorized in writing, and, thereupon one or more new Securities of this series, of authorized
denominations and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.]



     [The 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,
Securities of this series are exchangeable for a like aggregate principal amount of 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 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
Security is registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.]



     [If the Security is a Global Security, insert—“Global Security” and “Global Securities” means
a Security or Securities evidencing all or a part of a series of 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 Securities of any series
issuable or issued in whole or in part in the form of one or more Global Securities, the person
designated as the Depositary by the Company.



     No holder of any beneficial interest in this 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
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 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 Security.



     This Security is exchangeable, in whole but not in part, for 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 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
Securities of this series represented by one or more Global Security or Securities and notifies the
Trustee thereof, or (iii) an Event of Default has occurred and is continuing with respect to the
Securities of this series. If this Security is exchangeable pursuant to the preceding sentence, it
shall be exchangeable for Securities issuable in authorized denominations and registered in such
names as the Depositary holding this Security shall direct. Subject to the foregoing, this
Security



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is not exchangeable, except for a Security or 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 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 Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.



     This 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 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.



[Trustee’s Certificate of Authentication.]




     This is one of the 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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