EX-10.4



 Exhibit 10.4 
 [FORM OF 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 

5.90% GUARANTEED SENIOR SECURED NOTE DUE
APRIL 17, 2023 
  

			
	No. R-[            ]	  	[Date]
	$[            ]	  	PPN: 23390# AA4

 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 April 17, 2023 (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 rate of 5.90% per annum 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) 7.90% 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, the “Note Agreement”), among the Issuers, the
Guarantors 

  
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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:	 	



  
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	 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:	 	



  
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