FORM OF SENIOR DEBT
SECURITY
[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.]
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.
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Dated: Diamond Foods, Inc.
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By:
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[Title]
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Secretary
2
[Form of
Reverse of Security.]
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 or
any sinking fund redemption will be at the same prices,
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 ___ through
operation of the sinking fund for this series 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
b
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