exv4w5



 






	 	 	 	 	 



EXHIBIT 4.5




John B. Sanfilippo & Son, Inc.




5.67% Amended and Restated Senior Note Due December 1, 2014




 




			
	No. R-15
	 	June 1, 2006
	$1,261,777.78
	 	PPN: 800422 D* 5






     For Value Received, the undersigned, John B. Sanfilippo & Son, Inc. (herein called
the “Company”), a corporation organized and existing under the laws of the State of Delaware,
hereby promises to pay to AMERICAN SKANDIA LIFE ASSURANCE CORPORATION, or registered assigns, the
principal sum of ONE MILLION TWO HUNDRED SIXTY-ONE THOUSAND SEVEN HUNDRED SEVENTY-SEVEN AND 78/100
DOLLARS (or so much thereof as shall not have been prepaid) on December 1, 2014, with
interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid
balance hereof at the rate per annum equal to 5.67%, payable semiannually, on the 1st
day of June and December in each year, commencing with the June 1 or December 1 next succeeding the
date hereof, until the principal hereof shall have become due and payable, and (b) to the extent
permitted by law, at the Default Rate (as defined in the Note Purchase Agreement referred to
below), on any overdue payment of interest and, during the continuance of an Event of Default, on
the unpaid balance hereof and on any overdue payment of any Make-Whole Amount, payable semiannually
as aforesaid (or, at the option of the registered holder hereof, on demand).



     Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are
to be made in lawful money of the United States of America at the principal office of the Company
in the United States, or at such other place as the Company shall have designated by written notice
to the holder of this Note as provided in the Note Purchase Agreement referred to below.



     This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to
the Note Purchase Agreement, dated as of December 16, 2004 (as from time to time amended, the “Note
Purchase Agreement”), between the Company and the respective Purchasers named therein and is
entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance
hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20 of the Note
Purchase Agreement and (ii) made the representation set forth in Section 6.2 of the Note Purchase
Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the
respective meanings ascribed to such terms in the Note Purchase Agreement.



     This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender
of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of
transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized
in writing, a new Note for a like principal amount will be issued to, and registered in the name
of, the transferee. Prior to due presentment for registration of transfer, the Company may treat
the person in whose name this Note is registered as the owner hereof for the purpose of receiving
payment and for all other purposes, and the Company will not be affected by any notice to the
contrary.



 









 





     The Company will make required prepayments of principal on the dates and in the amounts
specified in the Note Purchase Agreement. This Note is also subject to optional prepayment, in
whole or from time to time in part, at the times and on the terms specified in the Note Purchase
Agreement, but not otherwise.



     If an Event of Default occurs and is continuing, the principal of this Note may be declared or
otherwise become due and payable in the manner, at the price (including any applicable Make-Whole
Amount) and with the effect provided in the Note Purchase Agreement.



     This Note (i) merely re-evidences a portion of the indebtedness previously evidenced by the
Company’s 4.67% Senior Notes due December 1, 2014 (the “Existing Notes”), (ii) is given in
substitution for, and not as payment of the Existing Note(s) and (iii) is in no way intended to
constitute a novation of any Existing Note.



[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.

SIGNATURE ON THE FOLLOWING PAGE.]




 









 








     This Note shall be construed and enforced in accordance with, and the rights of the parties
shall be governed by, the law of the State of Illinois excluding choice-of-law principles of the
law of such State that would require the application of the laws of a jurisdiction other than such
State.



	 	 	 	 	 
	 	JOHN B. SANFILIPPO & SON, INC.

 	 
	 	By:  	/s/ Michael J. Valentine
 	 
	 	 	Name: 	Michael J. Valentine 	 
	 	 	Title:  	Chief Financial Officer