Amendment No. 2 to the Rights Agreement


 Exhibit 4.1 
 AMENDMENT NO. 2 TO RIGHTS AGREEMENT 
 This Second Amendment
(“Amendment”) effective as of May 22, 2012 is to the Rights Agreement, dated as of April 29, 2005 (the “Rights Agreement”), by and between Diamond Foods, Inc., a Delaware corporation (the
“Company”), and Computershare Trust Company, N.A., a federally chartered trust company (f/k/a EquiServe Trust Company, N.A.), as Rights Agent (the “Rights Agent”), as amended by that certain Amendment
No. 1 to Rights Agreement, dated as of April 5, 2011. 
 WHEREAS, pursuant to Section 27 of the
Rights Agreement, the Company, by resolution adopted by its Board of Directors, hereby directs the Rights Agent to amend the Rights Agreement as set forth herein; and 

NOW THEREFORE, in consideration of the premises and mutual agreements set forth herein, the Company and the Rights Agent
agree as follows: 
 1.        Amendment of
Section 1.    Section 1 of the Rights Agreement is hereby supplemented and amended to add the following definitions in the appropriate alphabetical locations: 

“OAKTREE” shall mean OCM PF/FF Adamantine Holdings, Ltd. 

“SECURITIES PURCHASE AGREEMENT” shall mean that certain Securities Purchase Agreement, dated as of May 22,
2012, by and among the Company and Oaktree, along with the documents entered into in connection therewith, each as amended or supplemented from time to time. 
 2.        Amendment of Definition of “Acquiring Person.”    The definition of “Acquiring Person” in Section 1(a)
of the Rights Agreement is hereby supplemented and amended by deleting in its entirety clause (iii) thereof and replacing it with the following as Section 1(a)(iii): 

“(iii) Neither Oaktree, nor any of its respective Affiliates or Associates shall be deemed to be an Acquiring Person
as a result of the approval, execution, delivery or performance of the Securities Purchase Agreement, the consummation of any of the transactions contemplated thereby or the announcement of any of the foregoing, and following the consummation of the
transactions contemplated by the Securities Purchase Agreement, the Designated Percentage for Oaktree, together with its Affiliates and Associates, shall be 30%.” 

3.        Amendment of Definition of “Shares Acquisition
Date.”    The definition of “Shares Acquisition Date” in Section 1(p) of the Rights Agreement is supplemented and amended by inserting the following sentence at the end of such definition: 

“Notwithstanding anything in this Agreement to the contrary, a Shares Acquisition Date shall not be deemed to have
occurred as the result of the public announcement, approval, execution, delivery or performance of the Securities Purchase Agreement, the consummation of any of the transactions contemplated thereby or the announcement of any of the
foregoing.” 
 4.        Amendment to
Section 3(a).    Section 3(a) of the Rights Agreement is hereby supplemented and amended by inserting the following sentence immediately after the last sentence thereof: 






 “Notwithstanding anything in this Agreement to the contrary, a
Distribution Date shall not be deemed to have occurred, and the Rights will not become separable, distributable, unredeemable, triggered or exercisable, in each case as the result of the public announcement, approval, execution, delivery or
performance of the Securities Purchase Agreement, the consummation of any of the transactions contemplated thereby or the announcement of any of the foregoing.” 

5.        Amendment to
Section 25(a).    Section 25(a) of the Rights Agreement is hereby supplemented and amended by inserting the following sentence immediately after the last sentence thereof: 

“Notwithstanding anything in this Agreement to the contrary, in no event shall the provisions of this
Section 25 apply to the public announcement, approval, execution, delivery or performance of the Securities Purchase Agreement or the consummation of the transactions contemplated thereby.” 

6.        Waiver of Notice(s).    The Rights Agent and
the Company hereby waive any notice requirement(s) under the Rights Agreement pertaining to the matters covered by this Amendment. 
 7.        Exhibits.    Exhibit B to the Rights Agreement shall be deemed amended in a manner consistent with this Amendment. 

8.        Other Provisions Unaffected.    This
Amendment shall be deemed to be in full force and effect immediately prior to the execution and delivery of the Securities Purchase Agreement, and the Company or its agent shall notify the Rights Agent promptly after such execution and delivery.
Except as expressly modified hereby, all arrangements, agreements, terms, conditions and provisions of the Rights Agreement remain in full force and effect, and this Amendment and the Rights Agreement, as hereby modified, shall constitute one and
the same instrument. 
 9.        Miscellaneous. 

(a)        Severability.    If any term, provision,
covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, then such term, provision, covenant or restriction shall be enforced to the maximum extent permissible,
and the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 

(b)        Governing Law.    This Amendment, the
Rights Agreement and each Right Certificate issued hereunder or thereunder shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such
State applicable to contracts to be made and performed entirely within such State. 

(c)        Counterparts.    This Amendment may be
executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Amendment transmitted
electronically shall have the same authority, effect, and enforceability as an original signature. 

(d)        Descriptive Headings.    Descriptive
headings of the several sections of this Amendment and the Rights Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof or thereof. 

  
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 (e)        Entire
Agreement.    This Amendment and the Rights Agreement, and all of the provisions hereof and thereof, shall be binding upon and inure to the benefit of the Company and the Rights Agent and their respective successors and
permitted assigns and executors, administrators and heirs. This Amendment, together with the Rights Agreement, sets forth the entire agreement and understanding between the parties hereto as to the subject matter hereof and thereof and merges with
and supersedes all prior discussions and understandings of any and every nature among them. Without limiting the foregoing, the Rights Agent shall not be subject to, nor required to interpret or comply with, or determine if any person has complied
with, the Securities Purchase Agreement even though reference thereto may be made in this Amendment and the Rights Agreement. 
 (f)        Further Assurances.    The Company and the Rights Agent shall cooperate and take such action as may be reasonably requested by
the other party in order to carry out the transactions and purposes of this Amendment, the Rights Agreement, and the transactions contemplated hereunder and/or thereunder. 
 [SIGNATURE PAGE FOLLOWS] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed, all
as of the effective time specified above. 
  

			
	DIAMOND FOODS, INC.
		
	By:	 	/s/ MICHAEL MURPHY
		
	Name:	 	Michael Murphy
	Title:	 	Acting Chief Financial Officer


  






 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed, all
as of the effective time specified above. 
  

			
	COMPUTERSHARE TRUST COMPANY, N.A.
		
	By:	 	/s/ DENNIS MOCCIA
		
	Name:	 	Dennis Moccia
	Title:	 	Manager, Contract Administration