Back to top

FORM OF SUBORDINATED DEBT SECURITY

Security Agreement

FORM OF SUBORDINATED DEBT SECURITY | Document Parties: DIAMOND FOODS INC You are currently viewing:
This Security Agreement involves

DIAMOND FOODS INC

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: FORM OF SUBORDINATED DEBT SECURITY
Governing Law: New York     Date: 9/30/2009
Industry: Food Processing     Sector: Consumer/Non-Cyclical

FORM OF SUBORDINATED DEBT SECURITY, Parties: diamond foods inc
50 of the Top 250 law firms use our Products every day

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.

2


 

     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

 

 

3


 

[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 or any sinking fund redemption will be at the same prices, 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                      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 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 Rede


 
SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)


Try our advanced search >>
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates
Email:
This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more