0000950134-07-006302 Sample Contracts

REVOLVING TERM LOAN SUPPLEMENT
Revolving Term Loan Supplement • March 21st, 2007 • Diamond Foods Inc • Miscellaneous food preparations & kindred products

THIS SUPPLEMENT to the Master Loan Agreement dated January 12, 2006, (the “MLA”), is entered into as of March 16, 2007 between CoBANK, ACB (“CoBank”) and DIAMOND FOODS, INC., Stockton, California (the “Company”), and amends and restates the Supplement dated April 25, 2006 and numbered RIE089T05B.

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Diamond Foods, Inc. 1050 South Diamond Street Stockton, California 95201 Third Amendment to Note Purchase Agreement dated as of July 17, 2001
Note 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.

AMENDMENT TO THE MASTER LOAN AGREEMENT
Master Loan Agreement • March 21st, 2007 • Diamond Foods Inc • Miscellaneous food preparations & kindred products

THIS AMENDMENT is entered into as of March19, 2007, between CoBANK, ACB (“CoBank”) and DIAMOND FOODS, INC., Stockton, California (the “Company”).

THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 21st, 2007 • Diamond Foods Inc • Miscellaneous food preparations & kindred products • California

This Amendment shall be deemed to be a part of and subject to that certain Credit Agreement dated as of July 19th, 2005 as it may be amended from time to time, and any and all addenda and riders thereto (collectively the “Agreement”). Unless otherwise defined herein, all terms used in this Amendment shall have the same meanings as in the Agreement. To the extent that any of the terms or provisions of this Amendment conflict with those contained in the Agreement, the terms and provisions contained herein shall control.

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