The Chefs’ Warehouse, Inc. 8-K


Exhibit
10.3





Form of Series B Note


 


Dairyland
USA Corporation


The
Chefs’ Warehouse Mid-Atlantic, LLC


Bel
Canto Foods, LLC


The
Chefs’ Warehouse West Coast, LLC


The
Chefs’ Warehouse of Florida, LLC


 


5.80% SERIES B Guaranteed Senior Secured Note Due October 17, 2020





	No. RB-[_____]	[Date]
	$[_______]	PPN: 23390# AC0






For
Value Received, the undersigned, DAIRYLAND USA CORPORATION, a New York corporation
(“Dairyland”), THE CHEFS’ WAREHOUSE MID-ATLANTIC, LLC, a Delaware limited liability company (“CW
Mid-Atlantic”), BEL CANTO FOODS, LLC, a New York limited liability company (“Bel Canto”), THE CHEFS’
WAREHOUSE WEST COAST, LLC, a Delaware limited liability company (“CW West Coast”), and THE CHEFS’ WAREHOUSE
OF FLORIDA, LLC, a Delaware limited liability company (together with Dairyland, CW Mid-Atlantic, Bel Canto and CW West Coast,
collectively, the “Issuers”), hereby jointly and severally promise to pay to [____________], or registered
assigns, the principal sum of [_____________________] Dollars (or so much thereof
as shall not have been prepaid) on October 17, 2020 (the “Maturity Date”), with interest (computed on the basis
of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the Applicable Rate from the date hereof,
payable quarterly, on the 17th day of January, April, July and October in each year, commencing with the January 17, April 17,
July 17 or October 17 next succeeding the date hereof, and on the Maturity Date, until the principal hereof shall have become
due and payable, and (b) to the extent permitted by law, (x) on any overdue payment of interest and (y) during the continuance
of an Event of Default, on such unpaid balance and on any overdue payment of any Make-Whole Amount, at a rate per annum from time
to time equal to the greater of (i) 2% over the Applicable Rate or (ii) 2.0% over the rate of interest publicly announced
by JPMorgan Chase Bank, N.A. from time to time in New York, New York as its “base” or “prime” rate, payable
semiannually as aforesaid (or, at the option of the registered holder hereof, on demand). 


Payments of principal
of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America
at the principal office of JPMorgan Chase Bank, N.A. in New York, New York or at such other place as the Issuers shall have designated
by written notice to the holder of this Note as provided in the Note Agreement referred to below.


 This Note
is one of a series of Guaranteed Senior Secured Notes (herein called the “Notes”) issued pursuant to the Note
Purchase and Guarantee Agreement, dated as of April 17, 2013 (as from time to time amended or supplemented, the “Note
Agreement”), among the Issuers, the Guarantors and the respective Purchasers named therein and is entitled to the benefits
thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions
set forth in Section 21 of the Note Agreement and (ii) made the representations set forth in Sections 6.1, 6.2 and 6.4 of
the Note Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed
to such terms in the Note Agreement.



    	 



    	 



    




This Note is a
registered Note and, as provided in the Note Agreement, upon surrender of this Note for registration of transfer accompanied by
a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized
in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to
due presentment for registration of transfer, the Issuers may treat the person in whose name this Note is registered as the owner
hereof for the purpose of receiving payment and for all other purposes, and the Issuers will not be affected by any notice to
the contrary. 


The obligations
of the Issuers under this Note have been guaranteed by the Guarantors pursuant to the Note Agreement and are secured pursuant
to the Collateral Documents. 


The Issuers will
make required prepayments of principal on the dates and in the amounts specified in the Note Agreement. This Note is also subject
to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Agreement,
but not otherwise. 


If an Event of
Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner,
at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Agreement. 


This Note shall
be construed and enforced in accordance with, and the rights of the Issuers and the holder of this Note shall be governed by,
the law of the State of New York excluding choice-of-law principles that would permit the application of the laws of a different
jurisdiction.





	 	DAIRYLAND USA CORPORATION






	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 







    	 



    	 



    

 


	 	THE CHEFS’ WAREHOUSE MID-ATLANTIC, LLC






	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 






	 	BEL
CANTO FOODS, LLC






	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 







		THE CHEFS’ WAREHOUSE WEST COAST, LLC






	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 






		THE
CHEFS’ WAREHOUSE OF FLORIDA, LLC






	 	 	 
	 	By:	 
	 	Name:	 
	 	Title: