EXHIBIT 10.16 DW CAPITAL TRUST 1 7.20% CUMULATIVE RECOURSE OFFERED PREFERRED SECURITIES (LIQUIDATION PREFERENCE $1,000,000 PER PREFERRED SECURITY) GUARANTEED BY DIAMOND WALNUT GROWERS, INC. PREFERRED SECURITIES PURCHASE AGREEMENT Dated as of August...Trust Agreement • March 25th, 2005 • Diamond Foods Inc • New York
SECTION DEFINITIONSCredit Agreement • March 25th, 2005 • Diamond Foods Inc • California
EXHIBIT 10.24 DIAMOND WALNUT GROWERS, INC. 1050 SOUTH DIAMOND STREET STOCKTON, CALIFORNIA 95201 7.35% Senior Notes, Series A, due December 1, 2013 Second Amendment to Note Purchase Agreement dated as of July 17, 2001Note Purchase Agreement • May 3rd, 2005 • Diamond Foods Inc • Miscellaneous food preparations & kindred products • California
EXHIBIT 10.18 INTERCREDITOR AGREEMENT THIS INTERCREDITOR AGREEMENT ("Agreement") is entered into as of September 11, 2002, by and between BANK OF THE WEST and CoBANK, ACB.Intercreditor Agreement • March 25th, 2005 • Diamond Foods Inc • California
BETWEENRights Agreement • May 3rd, 2005 • Diamond Foods Inc • Miscellaneous food preparations & kindred products • Delaware
Exhibit 10.11 EMPLOYMENT AGREEMENT This Agreement is made as of March 25, 1997, by and between DIAMOND WALNUT GROWERS, INC., acting through its Board of Directors, (hereinafter referred to as "Employer") and MICHAEL MENDES (hereinafter referred to as...Employment Agreement • March 25th, 2005 • Diamond Foods Inc
DIAMOND FOODS, INC. AND EACH OF THE GUARANTORS PARTY HERETO 7.000% SENIOR NOTES DUE 2019 INDENTURE Dated as of February 19, 2014 U.S. BANK NATIONAL ASSOCIATION TrusteeIndenture • February 19th, 2014 • Diamond Foods Inc • Miscellaneous food preparations & kindred products • New York
INDENTURE dated as of February 19, 2014, among Diamond Foods, Inc., a Delaware corporation, the Guarantors (as defined) and U.S. Bank National Association, a national banking association, as trustee.
4,500,000 Shares DIAMOND FOODS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 8th, 2010 • Diamond Foods Inc • Miscellaneous food preparations & kindred products • New York
Barclays Capital Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated BMO Capital Markets Corp. As Representatives of the several Underwriters named in Schedule I attached hereto, c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019
INDEMNITY AGREEMENTIndemnity Agreement • June 9th, 2014 • Diamond Foods Inc • Miscellaneous food preparations & kindred products • Delaware
This Indemnity Agreement, dated as of , 20 is made by and between Diamond Foods, Inc., a Delaware corporation (“Company”), and , the undersigned director, officer or key employee of the Company or one of the Company’s subsidiaries or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).
CREDIT AGREEMENT Dated as of October 5, 2011 among DIAMOND FOODS, INC., as the Borrower, WIMBLEDON ACQUISITION LLC, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and THE OTHER LENDERS PARTY HERETO and BARCLAYS...Credit Agreement • November 28th, 2011 • Diamond Foods Inc • Miscellaneous food preparations & kindred products • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of October 5, 2011, among DIAMOND FOODS, INC., a Delaware corporation (the “Borrower”), WIMBLEDON ACQUISITION LLC, a Delaware limited liability company (“Merger Sub”) (solely for the purpose of Section 2.18), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
EXHIBIT 10.17 DIAMOND WALNUT GROWERS, INC. 7.35% Senior Notes, Series A, due December 1, 2013 NOTE PURCHASE AGREEMENT Dated July 17, 2001 TABLE OF CONTENTS (Not a part of the Agreement)Note Purchase Agreement • March 25th, 2005 • Diamond Foods Inc • California
CREDIT AGREEMENT Dated as of February 19, 2014 among DIAMOND FOODS, INC., as the Borrower, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent and Collateral Agent, and The Other Lenders Party Hereto CREDIT SUISSE SECURITIES (USA) LLC,...Credit Agreement • February 19th, 2014 • Diamond Foods Inc • Miscellaneous food preparations & kindred products • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of February 19, 2014, among DIAMOND FOODS, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent.
CREDIT AGREEMENT Dated as of September 15, 2008 among DIAMOND FOODS, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The Other Lenders Party Hereto BANC OF AMERICA SECURITIES LLC, as Sole...Credit Agreement • September 17th, 2008 • Diamond Foods Inc • Miscellaneous food preparations & kindred products • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of September 15, 2008, among DIAMOND FOODS, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
Diamond Foods, Inc. PURCHASE AGREEMENTPurchase Agreement • February 19th, 2014 • Diamond Foods Inc • Miscellaneous food preparations & kindred products • New York
CHANGE OF CONTROL AND RETENTION AGREEMENTChange of Control and Retention Agreement • October 1st, 2015 • Diamond Foods Inc • Miscellaneous food preparations & kindred products • California
This Change of Control and Retention Agreement (the “Agreement”) is made and entered into as of October 18, 2013 by and between Diamond Foods, Inc., a Delaware corporation (the “Company”), and David Colo (the “Executive”).
EXHIBIT 10.21 [DIAMOND FOOD, INC. LOGO] DIAMOND FOODS, INC. WALNUT PURCHASE AGREEMENT Grower Name: ------------------------------------------------------------ Grower Address: ------------------------------------------------------------Walnut Purchase Agreement • May 27th, 2005 • Diamond Foods Inc • Miscellaneous food preparations & kindred products • California
AGREEMENT AND PLAN OF CONVERSIONAgreement and Plan of Conversion • June 14th, 2005 • Diamond Foods Inc • Miscellaneous food preparations & kindred products • Delaware
THIS AGREEMENT AND PLAN OF CONVERSION (this “Agreement”) is made and entered into as of June 14, 2005, by and among DIAMOND FOODS, INC. (“Diamond Foods”), a Delaware corporation, and DIAMOND WALNUT GROWERS, INC., a California cooperative marketing association (“Diamond Growers”).
CREDIT AGREEMENT Dated as of February 25, 2010 among DIAMOND FOODS, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, BARCLAYS CAPITAL, COÖPERATIEVE CENTRALE RAIFFEISEN- BOERENLEENBANK B.A....Assignment and Assumption • March 1st, 2010 • Diamond Foods Inc • Miscellaneous food preparations & kindred products • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of February 25, 2010, among DIAMOND FOODS, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
WAIVER AND FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 14th, 2012 • Diamond Foods Inc • Miscellaneous food preparations & kindred products • New York
This WAIVER AND FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is made as of July 27, 2012 and entered into by and among Diamond Foods, Inc., (the “Borrower”), the Subsidiaries of the Borrower identified on the signature pages hereto as guarantors (collectively, the “Guarantors”), Bank of America, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), and the lenders party hereto (collectively, the “Lenders”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement (defined below).
AMENDED AND RESTATED AGREEMENT AND PLAN OF CONVERSIONAnd Restated Agreement and Plan of Conversion • July 18th, 2005 • Diamond Foods Inc • Miscellaneous food preparations & kindred products • Delaware
THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF CONVERSION (this “Agreement”) is made and entered into as of July , 2005, by and among DIAMOND FOODS, INC. (“Diamond Foods”), a Delaware corporation, and DIAMOND WALNUT GROWERS, INC., a California cooperative marketing association (“Diamond Growers”).
SEPARATION AND CLAWBACK AGREEMENTSeparation and Clawback Agreement • November 21st, 2012 • Diamond Foods Inc • Miscellaneous food preparations & kindred products • California
THIS SEPARATION AND CLAWBACK AGREEMENT (the “Agreement”), entered into on the 19th day of November, 2012 (the “Effective Date”), is between DIAMOND FOODS, INC., a Delaware corporation (the “Company”) and MICHAEL MENDES (the “Executive”).
DIAMOND FOODS, INC. STANDARD DEBT SECURITIES WARRANT AGREEMENT PROVISIONSDiamond Foods Inc • September 30th, 2009 • Miscellaneous food preparations & kindred products • California
From time to time, Diamond Foods, Inc., a Delaware corporation (the “Company”), may enter into one or more warrant agreements that provide for the issuance and sale of warrants (“Warrants”) to purchase debt securities of the Company (“Debt Securities”). The standard provisions set forth herein may be included or incorporated by reference in any such warrant agreement (a “Warrant Agreement”). The Warrant Agreement, including the provisions incorporated therein by reference, is herein referred to as this “Agreement.” The person named as the “Warrant Agent” in the first paragraph of the Warrant Agreement is herein referred to as the “Warrant Agent.” Unless otherwise defined in this Agreement or in the Warrant Agreement, as the case may be, terms defined in the Warrant Agreement are used herein as therein defined and terms defined herein are used in the Warrant Agreement as herein defined.
REVOLVING TERM LOAN SUPPLEMENTDiamond Foods Inc • April 3rd, 2008 • Miscellaneous food preparations & kindred products
THIS SUPPLEMENT to the Master Loan Agreement dated January 12, 2006, as amended (the “MLA”), is entered into as of March 31, 2008 between CoBANK, ACB (“CoBank”) and DIAMOND FOODS, INC., Stockton, California (the “Company”), and amends and restates the Supplement dated March 1, 2007, and numbered RIE089T04C.
REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY 29, 2012 BY AND AMONG DIAMOND FOODS, INC. AND THE PURCHASERS NAMED HEREINRegistration Rights Agreement • May 30th, 2012 • Diamond Foods Inc • Miscellaneous food preparations & kindred products • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into this 29th day of May 2012, among Diamond Foods Inc., a Delaware corporation (the “Company”), and the purchasers (collectively, the “Purchasers”) named on Exhibit A of the Securities Purchase Agreement, dated May 22, 2012, among the Company and the Purchasers (the “Purchase Agreement”).
BACKGROUNDMaster Loan Agreement • March 25th, 2005 • Diamond Foods Inc • Colorado
CREDIT AGREEMENT by and among WELLS FARGO BANK, NATIONAL ASSOCIATION,Credit Agreement • February 19th, 2014 • Diamond Foods Inc • Miscellaneous food preparations & kindred products • New York
THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of February 19, 2014, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as sole lead arranger (in such capacity, together with its successors and assigns in such capacity, the “Sole Lead Arranger”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as sole book runner (in such capacity, together with its successors and assigns in such capacity, the “Sole Book Runner”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a n
TAX WITHHOLDING AGREEMENTTax Withholding Agreement • July 20th, 2007 • Diamond Foods Inc • Miscellaneous food preparations & kindred products
WHEREAS, Employee has been granted (i) restricted shares of Diamond common stock on July 20, 2005 (the “2005 Grant”) pursuant to Diamond’s 2005 Equity Incentive Plan (“EIP”), and (ii) restricted shares of Diamond common stock on January 10, 2006 (the “2006 Grant”). Diamond may grant Employee additional shares of restricted stock from time to time (the 2005 Grant, 2006 Grant and any additional shares of restricted stock granted referred to herein as “Restricted Stock”).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • June 19th, 2015 • Diamond Foods Inc • Miscellaneous food preparations & kindred products
THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this "Amendment") is entered into as of June 17, 2015, by and among the Lenders identified on the signature pages hereof (such Lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a "Lender" and collectively as the "Lenders"), WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, "Agent") and DIAMOND FOODS, INC., a Delaware corporation ("Borrower").
TRANSACTION AGREEMENT among THE PROCTER & GAMBLE COMPANY, THE WIMBLE COMPANY, DIAMOND FOODS, INC., and WIMBLEDON ACQUISITION LLC dated as of April 5, 2011Transaction Agreement • April 5th, 2011 • Diamond Foods Inc • Miscellaneous food preparations & kindred products • Delaware
This Transaction Agreement (this “Agreement”), dated as of April 5, 2011, is among The Procter & Gamble Company, an Ohio corporation (“Parent”), The Wimble Company, a Delaware corporation and presently a wholly owned Subsidiary of Parent (“Wimbledon”), Diamond Foods, Inc., a Delaware corporation (“Acquiror”), and Wimbledon Acquisition LLC, a Delaware limited liability company and a direct wholly owned Subsidiary of Acquiror (“Merger Sub”).
AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • April 5th, 2011 • Diamond Foods Inc • Miscellaneous food preparations & kindred products • Delaware
This First Amendment (“Amendment”) effective as of April 5, 2011 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”)
Diamond Foods, Inc. 1050 South Diamond Street Stockton, California 95201 Third Amendment to Note Purchase Agreement dated as of July 17, 2001Note Purchase Agreement • March 21st, 2007 • Diamond Foods Inc • Miscellaneous food preparations & kindred products • California
Diamond Foods, Inc., a Delaware corporation and successor by merger to Diamond Walnut Growers, Inc., a California corporation (the “Company”), is requesting modification to certain of the provisions of the Agreement referred to below.
Dave Colo Offer Letter AmendmentDave Colo Offer Letter Amendment • October 1st, 2015 • Diamond Foods Inc • Miscellaneous food preparations & kindred products
This letter (the “Agreement”) amends the employment offer letter from Diamond Foods, Inc. (the “Company”) to you dated November 21, 2012 (the “Offer Letter”), by replacing the severance provisions under the heading of “Other Benefits.”
Lloyd Johnson Offer Letter AmendmentLloyd Johnson Offer Letter Amendment • October 1st, 2015 • Diamond Foods Inc • Miscellaneous food preparations & kindred products
This letter (the “Agreement”) amends the employment offer letter from Diamond Foods, Inc. (the “Company”) to you dated August 17, 2008 (the “Offer Letter”), by replacing the severance provisions under the heading of “Other Benefits,” in light of the requirements of the final regulations promulgated under Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended. We must receive a copy of this Agreement, executed by you, not later than December 31, 2008.
EXHIBIT 1.01 DIAMOND FOODS, INC. (a Delaware corporation) 6,000,000 Shares of Common Stock PURCHASE AGREEMENT Dated: -, 2005 DIAMOND FOODS, INC. (a Delaware corporation) 6,000,000 Shares of Common Stock (Par Value $0.001 Per Share) PURCHASE AGREEMENTDiamond Foods Inc • July 18th, 2005 • Miscellaneous food preparations & kindred products • New York
ASSET PURCHASE AND SALE AGREEMENT BY AND AMONG DIAMOND FOODS, INC., GSH HOLDINGS, INC., HARMONY FOODS CORPORATION AND THE INDEMNITY REPRESENTATIVE Dated as of May 9, 2006Asset Purchase and Sale Agreement • September 8th, 2006 • Diamond Foods Inc • Miscellaneous food preparations & kindred products • California
THIS ASSET PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of May 9, 2006, by and among Diamond Foods, Inc., a Delaware corporation (“Buyer”), GSH Holdings, Inc., a Delaware corporation (“Parent”), Harmony Foods Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Seller” or “Harmony”) and SPC Partners II, L.P. as the representative of Seller and Parent (the “Indemnity Representative”). Buyer, Parent, Seller and the Indemnity Representative are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
