0000950149-05-000265 Sample Contracts

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, 2001
Note Purchase Agreement • May 3rd, 2005 • Diamond Foods Inc • Miscellaneous food preparations & kindred products • California
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AGREEMENT AND PLAN OF CONVERSION
Agreement and Plan of Conversion • May 3rd, 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 , 2005, by and among DIAMOND FOODS, INC. (“Diamond Foods”), a Delaware corporation, and DIAMOND WALNUT GROWERS, INC., a California cooperative marketing association (“Diamond Growers”).

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EXHIBIT 10.21 [DIAMOND FOODS LOGO]
Walnut Purchase Agreement • May 3rd, 2005 • Diamond Foods Inc • Miscellaneous food preparations & kindred products • California
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RECITALS:
Change of Control and Retention Agreement • May 3rd, 2005 • Diamond Foods Inc • Miscellaneous food preparations & kindred products • California
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