EXHIBIT 2.1.3
FORM OF SECURED NOTE
$___________ Denver, Colorado
_______________, 2003
For value received, the undersigned, CENTENNIAL SPECIALTY FOODS CORPORATION, a
Delaware corporation (the "Borrower"), hereby promises to pay on the Maturity
Date under the Loan Agreement (defined below), to the order of [XXXXX X. XXXXX
or XXXXX X. XXXXX] (the "Lender"), at any place designated at any time by the
holder hereof, in lawful money of the United States of America and in
immediately available funds, the principal sum of ___________________________
Dollars ($___________) or, if less, the aggregate unpaid principal amount owed
to Lender by the Borrower under this Secured Note pursuant to the Loan Agreement
(defined below) together with interest on the principal amount hereunder
remaining unpaid from time to time, computed on the basis of the actual number
of days elapsed and a 360-day year, from the date hereof until this Secured Note
is fully paid at the rate from time to time in effect under the Senior Loan
Agreement of even date herewith (as the same may hereafter be amended,
supplemented or restated from time to time, the "Loan Agreement") by and between
the Lender, [XXXXX X. XXXXX or XXXXX X. XXXXX] and the Borrower. The principal
hereof and interest accruing thereon shall be due and payable as provided in the
Loan Agreement. This Secured Note may be prepaid only in accordance with the
Loan Agreement.
This Secured Note is issued pursuant, and is subject, to the Loan Agreement,
which provides, among other things, for acceleration hereof. This Secured Note
is one of the several Secured Notes referred to in the Loan Agreement. This
Secured Note is secured by all of the assets of the Borrower and its
subsidiaries, now in existence or hereafter acquired, pursuant to the terms of
the Loan Agreement, and one or more other guaranty agreements, security
agreements, mortgages, deeds of trust, assignments or other instruments or
agreements (all of which are referenced in the Loan Agreement).
The Borrower hereby agrees to pay all costs of collection, including attorneys'
fees and legal expenses in the event this Secured Note is not paid when due,
whether or not legal proceedings are commenced.
Presentment or other demand for payment, notice of dishonor and protest are
expressly waived.
CENTENNIAL SPECIALTY FOODS
CORPORATION
By ______________________________________
Its _______________________________________
