Attached files
| file | filename |
|---|---|
| EX-10.20 - CREDIT AGREEMENT - Diamond Foods Inc | d438164dex1020.htm |
| 10-K/A - FORM 10-K/A - Diamond Foods Inc | d438164d10ka.htm |
| EX-31.01 - RULE 13A-14(A)/15D-14(A) CERTIFICATION OF CHIEF EXECUTIVE OFFICER - Diamond Foods Inc | d438164dex3101.htm |
| EX-23.01 - CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - Diamond Foods Inc | d438164dex2301.htm |
| EX-10.24 - WAIVER AND FOURTH AMENDMENT TO CREDIT AGREEMENT - Diamond Foods Inc | d438164dex1024.htm |
| EX-10.25 - WAIVER AND FIFTH AMENDMENT TO CREDIT AGREEMENT - Diamond Foods Inc | d438164dex1025.htm |
| EX-32.01 - SECTION 1350 CERTIFICATIONS OF CEO AND CFO - Diamond Foods Inc | d438164dex3201.htm |
| EX-31.02 - RULE 13A-14(A)/15D-14(A) CERTIFICATION OF CHIEF FINANCIAL OFFICER - Diamond Foods Inc | d438164dex3102.htm |
| EX-21.01 - LIST OF SUBSIDIARIES OF DIAMOND FOODS, INC. - Diamond Foods Inc | d438164dex2101.htm |
Exhibit 10.21
March 26, 2010
Bank of America, N.A.,
as Administrative Agent for the Lenders
WAl-501-17-32
800 5th Avenue Floor 17
Seattle WA 98104
| Re: | Credit Agreement dated as of February 25, 2010 among Diamond Foods, Inc., a Delaware corporation (the “Borrower”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”) and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). All capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Credit Agreement. |
Ladies and Gentlemen:
The Borrower has consummated the Equity Issuance pursuant to that certain prospectus supplement filed with the SEC on or about March 8, 2010 (such Equity Issuance, the “March 2010 Equity Issuance”) with proceeds (net of the underwriters’ discount) of the March 2010 Equity Issuance totaling approximately $181.4 million. The Borrower hereby requests that the Lenders agree to amend (A) the definition of “Excluded Issuance”, as set forth in Section 1.01 of the Credit Agreement to specifically include the March 2010 Equity Issuance, (B) the definition of “foreign Security Documents”, as set forth in Section 1.01 of the Credit Agreement by inserting “, any foreign guaranty agreements” after “charges,” (C) the definition of “Secured Hedge Agreement” as set forth in Section 1.01 of the Credit Agreement by inserting “, commodity Swap Contract,” after “any interest rate Swap Contract” and (D) Section 7.02(c) of the Credit Agreement to permit investments by Foreign Subsidiaries in other Foreign Subsidiaries.
Accordingly, upon execution of this letter agreement by the Required Lenders, and notwithstanding any provision of the Credit Agreement or any other Loan Document to the contrary, you hereby agree that, effective as of February 25, 2010, the Credit Agreement is hereby amended as follows: (1) clause (c) of the definition of the “Excluded Issuance” in the Credit Agreement is hereby amended and restated in its entirety to read “the Equity Issuance made pursuant to that certain prospectus supplement filed with the SEC on or about March 8, 2010”, (2) the definition of “Foreign Security Documents” is hereby amended to insert “, any foreign guaranty agreements” after the word “charges,” (3) the definition of “Secured hedge Agreement” is hereby amended to insert “, commodity Swap Contract,” after the phrase “any interest rate Swap Contract” and (4) the following new clause (v) is inserted at the end of Section 7.02(c): “and (v) Investments by any Foreign Subsidiary (that is not a Loan Party) in any other Foreign Subsidiary”.
This letter agreement may be executed in counterparts with each counterpart constituting an original and all of the counterparts, once executed, constituting but one original. Except as expressly provided herein, the Credit Agreement and the other Loan Documents shall remain unmodified and in full force and effect. This letter agreement shall constitute a “Loan Document.”
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
| DIAMOND FOODS, INC., as Borrower | ||
| By: | /s/ Steven M. Neil | |
| Name: | Steven M. Neil | |
| Title: | Executive Vice President, Chief Financial | |
| and Administrative Officer | ||
Diamond Foods, Inc.
Amendment
Signature Pages
| Accepted and Agreed: | ||
| BANK OF AMERICA, N.A., as Administrative Agent | ||
| By: | /s/ Ken Puro | |
| Name: | Ken Puro | |
| Title: | Vice President | |
Diamond Foods, Inc.
Amendment
Signature Pages
| Accepted and Agreed: | ||
| BANK OF AMERICA, N.A., as Lender | ||
| By: | /s/ Ronald J. Drobny | |
| Name: | Ronald J. Drobny | |
| Title: | Senior Vice President | |
Diamond Foods, Inc.
Amendment
Signature Pages
| BARCLAYS BANK, PLC, as a Lender | ||
| By: | /s/ Ritam Bhalla | |
| Name: | Ritam Bhalla | |
| Title: | Vice President | |
Diamond Foods, Inc.
Amendment
Signature Pages
| COÖPERATIEVE CENTRALE RAIFFEISEN- BOERENLEENBANK B.A. “RABOBANK NEDERLAND” NEW YORK BRANCH, as a Lender | ||
| By: | /s/ Deborah Dias | |
| Name: | Deborah Dias | |
| Title: | Executive Director | |
| By: | /s/ Rebecca O. Morrow | |
| Name: | Rebecca O. Morrow | |
| Title: | Executive Director | |
Diamond Foods, Inc.
Amendment
Signature Pages
| SUNTRUST BANK, as a Lender | ||
| By: | /s/ Gabe Bonfield | |
| Name: | Gabe Bonfield | |
| Title: | Vice President | |
Diamond Foods, Inc.
Amendment
Signature Pages
| HSBC BANK, as a Lender | ||
| By: | /s/ Katherine Wolfe | |
| Name: | Katherine Wolfe | |
| Title: | Vice President | |
Diamond Foods, Inc.
Amendment
Signature Pages
| COBANK, ACB, as a Lender | ||
| By: | /s/ Hal Nelson | |
| Name: | Hal Nelson | |
| Title: | Vice President | |
Diamond Foods, Inc.
Amendment
Signature Pages
| BANK OF THE WEST, as a Lender | ||
| By: | /s/ Casey Garten | |
| Name: | Casey Garten | |
| Title: | Vice President | |
Diamond Foods, Inc.
Amendment
Signature Pages
| KEYBANK NATIONAL ASSOCIATION, as a Lender | ||
| By: | /s/ Marianne T. Meil | |
| Name: | Marianne T. Meil | |
| Title: | Sr. Vice President | |
Diamond Foods, Inc.
Amendment
Signature Pages