THE CHEFS’ WAREHOUSE, INC. 10-K


 


Exhibit 10.48




 





EXECUTION COPY


 


WAIVER AND AMENDMENT NO. 7 TO NOTE PURCHASE AND GUARANTEE
AGREEMENT


 


THIS WAIVER AND AMENDMENT NO. 7
TO NOTE PURCHASE AND GUARANTEE AGREEMENT (this “Amendment”) is made as of December 18, 2015 by and among 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 (“CW Florida”, and together with Dairyland, CW Mid-Atlantic,
Bel Canto and CW West Coast, the “Issuers”), each of the Guarantors whose names appear on the signature pages hereto
(together with the Issuers, collectively, the “Obligors”), and each of the holders of the Notes whose names appear
on the signature pages hereto (each a “Noteholder” and collectively, the “Noteholders”).





WHEREAS, the Obligors and the Noteholders
are party to that certain Note Purchase and Guarantee Agreement dated as of April 17, 2013, as amended by that certain Amendment
No. 1 to Note Purchase and Guarantee Agreement dated as of July 23, 2014, that certain Amendment No. 2 to Note Purchase and Guarantee
Agreement dated as of November 4, 2014, that certain Amendment No. 3 to Note Purchase and Guarantee Agreement dated as of December
3, 2014, that certain Amendment No. 4 to Note Purchase and Guarantee Agreement dated as of January 9, 2015, that certain Supplemental
Note Purchase and Guarantee Agreement and Amendment Agreement dated as of April 6, 2015 and that certain Amendment No. 6 to Note
Purchase and Guarantee Agreement dated as of July 1, 2015 (as so amended and supplemented, and as may be further amended, restated,
supplemented or otherwise modified from time to time, the “Note Purchase Agreement”), pursuant to which the Issuers
issued and sold (i) $100,000,000 in aggregate principal amount of their Guaranteed Senior Secured Notes due April 17, 2023 (as
amended, restated or otherwise modified from time to time pursuant to Section 18 of the Note Purchase Agreement and including any
such notes issued in substitution therefor pursuant to Section 13 of the Note Purchase Agreement, the “Series A Notes”),
and (ii) $25,000,000 in aggregate principal amount of their 5.80% Series B Guaranteed Senior Secured Notes due October 17, 2020
(as amended, restated or otherwise modified from time to time pursuant to Section 18 of the Note Purchase Agreement and including
any such notes issued in substitution therefor pursuant to Section 13 of the Note Purchase Agreement, the “Series B Notes”;
and together with the Series A Notes, collectively, the “Notes”);





WHEREAS, the Obligors have requested
that the Required Holders agree to certain amendments and waivers to the Note Purchase Agreement;





WHEREAS, the Obligors and the Noteholders
have so agreed on the terms and conditions set forth herein;





WHEREAS, the Noteholders constitute
the Required Holders;





NOW, THEREFORE, in consideration
of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Obligors and the Noteholders hereby agree to enter into this Amendment.





1.


Definitions. All capitalized terms
used herein and not otherwise defined shall have the meanings provided for in the Note Purchase Agreement.





2.


Amendments to the Note Purchase
Agreement. Subject to the satisfaction of the conditions precedent set forth in Section 4 below, and effective as of the date
such conditions are satisfied, the parties hereto agree that the Note Purchase Agreement is hereby amended as follows, with the
effect from June 30, 2015:


 



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(a)


Section 10.13(c)(i) of the Note
Purchase Agreement is hereby amended by adding the following sentence at the end thereof: 


“Notwithstanding the foregoing, for purposes
of determining compliance with this Section 10.13(c)(i), up to $6,518,000 of Capital Expenditures incurred or made on or prior
to September 25, 2015 by the Obligors and their Subsidiaries in connection with the Specified Las Vegas Transaction shall be deemed
to be excluded when calculating the aggregate amount of Capital Expenditures incurred or made by the Obligors and their Subsidiaries
during the 2015 Fiscal Year.” 


(b)


Section 10.13(c)(ii) of the Note
Purchase Agreement is hereby amended to add the phrase “occurring after the 2016 Fiscal Year” immediately following
the phrase “in respect of any Fiscal Year” in the first sentence thereof.





3.


Waivers. For the avoidance of doubt,
the Noteholders hereby waive (i) any non-compliance with Section 10.13(c) of the Note Purchase Agreement (as in effect prior to
the effectiveness of this Amendment) due to the Obligors and their Subsidiaries making Capital Expenditures during the 2015 Fiscal
Year in excess of $17,000,000, (ii) any non-compliance with Section 8.3 of the Note Purchase Agreement relating to the requirement
to offer to prepay a portion of the Notes held by such holder equal to such holder’s Ratable Portion of the Relevant Designated
Net Proceeds received in connection with the Specified Las Vegas Transaction, (iii) any incorrect representation or warranty made
by the Obligors pursuant to Section 7.2(b) of the Note Purchase Agreement (solely to the extent incorrect as a result of the events
described in clauses (i), (ii) and/or (iv) of this paragraph) and (iv) any non-compliance with Section 7.1(g) of the Note Purchase
Agreement as a result of any failure of the Obligors to provide timely notice of the foregoing. This specific waiver shall not
be construed to constitute (1) a waiver of any other event, circumstance or condition or of any other right or remedy available
to any Noteholder pursuant to the Note Purchase Agreement or any other Financing Document or (2) a course of dealing or a consent
to any departure by the Issuers or any other Obligor from any other term or requirement of the Note Purchase Agreement or any other
Financing Document.





4.


Conditions of Effectiveness. The
effectiveness of this Amendment is subject to the following conditions precedent, each to be in form and substance satisfactory
to the Noteholders: 


(a)


each Noteholder shall have received
counterparts of this Amendment duly executed by the Obligors and the Noteholders;





(b)


each Noteholder shall have received
a fully executed copy of an amendment to the Bank Credit Agreement, which amendment shall be substantially in the form set forth
on Exhibit A hereto and in full force and effect (the “Bank Amendment”);





(c)


The Chefs’ Warehouse, Inc.
shall have paid to each Noteholder, in consideration of the agreements of such Noteholder contained herein, by wire transfer of
immediately available funds, a fee, whether or not such holder has signed this Amendment, in an amount equal to 0.10% (10 basis
points) of the aggregate outstanding principal amount of Notes held by such Noteholder; such fee shall be deemed earned when paid
and shall be nonrefundable; and


 






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(d)           the Noteholders shall have
received payment and/or reimbursement of their fees and expenses (including, without limitation, all fees and expenses of counsel
for the Noteholders to the extent invoiced in reasonable detail on or prior to the date hereof) in connection with this Amendment
and the other Financing Documents.


   


5.


Representations and Warranties of
the Obligors. Each Obligor hereby represents and warrants as follows:


(a)


This Amendment and the Note Purchase
Agreement as modified hereby constitute legal, valid and binding obligations of such Obligor and are enforceable against such
Obligor in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a
proceeding in equity or at law. 


(b)


As of the date hereof and after
giving effect to the terms of this Amendment, (i) no Default has occurred and is continuing and (ii) the representations and warranties
of the Obligors set forth in the Note Purchase Agreement, as amended hereby, are true and correct in all material respects (except
that any representation or warranty that is qualified as to materiality shall be true and correct in all respects), it being understood
and agreed that any representation or warranty which by its terms expressly relates to a specified date shall be required to be
true and correct only as of such specified date.


6.


Confirmation and Ratification of
Guaranteed Obligations. By executing this Amendment, each of the Guarantors hereby (a) consents to this Amendment, (b) acknowledges
that, notwithstanding the execution and delivery of the Amendment, the obligations of each of the Guarantors under the Guaranty
continue in full force and effect and are not impaired or affected, and the Guaranty continues in full force and effect and shall
apply to the Guaranteed Obligations as amended by this Amendment, and (c) affirms and ratifies the Guaranty, any other Financing
Document executed by it and the Guaranteed Obligations in all respects.


7.


Reference to and Effect on the Note
Purchase Agreement.


(a)


Upon the effectiveness hereof, each
reference to the Note Purchase Agreement in the Note Purchase Agreement or any other Financing Document shall mean and be a reference
to the Note Purchase Agreement as amended hereby.


(b)


Each Financing Document and all
other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect
and are hereby ratified and confirmed.


(c)


Except with respect to the subject
matter hereof, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or
remedy of the Noteholders, nor constitute a waiver of any provision of the Note Purchase Agreement, any other Financing Document
or any other documents, instruments or agreements executed and/or delivered in connection therewith. 


(d)


This Amendment constitutes a “Financing
Document” under (and as defined in) the Note Purchase Agreement.


 



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8.


Release of Claims.


(a)


Each of the Obligors, on behalf
of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases,
remises and forever discharges the Noteholders, their respective successors and assigns, and their respective present and former
shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives
(the Noteholders and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually
as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies,
agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses,
rights of setoff, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”)
of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any of the Obligors or
any of their respective successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have
against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises
at any time on or prior to the day and date of this Agreement, in each case in connection with the Note Purchase Agreement or
any of the other Financing Documents or transactions thereunder or related thereto.


(b)


Each of the Obligors understands,
acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis
for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the
provisions of such release.


9.


Governing Law. This Amendment shall
be construed and enforced in accordance with, and the rights of the parties hereto 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.


10.


Headings. Section headings in this
Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other
purpose.


11.


Counterparts. This Amendment may
be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together
shall be deemed to constitute one and the same instrument. Signatures delivered by facsimile or PDF shall have the same force and
effect as manual signatures delivered in person.


 


[Signature Pages Follow]


 


 


 



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 IN WITNESS WHEREOF, this Amendment has been duly
executed as of the day and year first above written.


 


	 	ISSUERS:
	 	 
	 	DAIRYLAND USA CORPORATION
	 	 
	 	By: 	/s/ John D. Austin
	 	Name:
	John D. Austin
	 	Title:	CFO
	 	 	 
	 	 	 
	 	THE CHEFS’ WAREHOUSE MID-ATLANTIC, LLC
	 	 	 
	 	By:	/s/ John D. Austin
	 	Name:	John D. Austin
	 	Title:	CFO
	 	 	 
	 	 	 
	 	BEL CANTO FOODS, LLC
	 	 	 
	 	By:	/s/ John D. Austin
	 	Name:	John D. Austin
	 	Title:	CFO
	 	 	 
	 	 	 
	 	THE CHEFS’ WAREHOUSE WEST COAST, LLC
	 	 	 
	 	By:	/s/ John D. Austin
	 	Name:	John D. Austin
	 	Title:	CFO
	 	 	 
	 	 	 
	 	THE CHEFS’ WAREHOUSE OF FLORIDA, LLC
	 	 	 
	 	By:	/s/ John D. Austin
	 	Name:	John D. Austin
	 	Title:	CFO
	 	 	 



 





 



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	 	GUARANTORS:
	 	 
	 	THE CHEFS’ WAREHOUSE, INC.
	 	 
	 	By: 	/s/ John D. Austin
	 	Name:
	John D. Austin
	 	Title:	CFO
	 	 	 
	 	 	 
	 	CHEFS’ WAREHOUSE PARENT, LLC
	 	 	 
	 	By:	/s/ John D. Austin
	 	Name:	John D. Austin
	 	Title:	CFO
	 	 	 
	 	 	 
	 	MICHAEL’S FINER MEATS, LLC
	 	 	 
	 	By:	/s/ John D. Austin
	 	Name:	John D. Austin
	 	Title:	CFO
	 	 	 
	 	 	 
	 	MICHAEL’S FINER MEATS HOLDINGS, LLC
	 	 	 
	 	By:	/s/ John D. Austin
	 	Name:	John D. Austin
	 	Title:	CFO
	 	 	 
	 	 	 
	 	THE CHEFS’ WAREHOUSE MIDWEST, LLC
	 	 	 
	 	By:	/s/ John D. Austin
	 	Name:	John D. Austin
	 	Title:	CFO
	 	 	 
	 	 	 
	 	THE CHEFS’ WAREHOUSE PASTRY DIVISION, INC.
	 	 	 
	 	By:	/s/ John D. Austin
	 	Name:	John D. Austin
	 	Title:	CFO
	 	 	 



 





 




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	 	QZ ACQUISITION (USA), INC.
	 	 	 
	 	By:	/s/ John D. Austin
	 	Name:	John D. Austin
	 	Title:	CFO
	 	 	 
	 	 	 
	 	QZINA SPECIALTY FOODS NORTH AMERICA (USA), INC.
	 	 	 
	 	By:	/s/ John D. Austin
	 	Name:	John D. Austin
	 	Title:	CFO
	 	 	 
	 	 	 
	 	QZINA SPECIALTY FOODS, INC., a Florida corporation
	 	 	 
	 	By:	/s/ John D. Austin
	 	Name:	John D. Austin
	 	Title:	CFO
	 	 	 
	 	 	 
	 	QZINA SPECIALTY FOODS, INC., a Washington corporation
	 	 	 
	 	By:	/s/ John D. Austin
	 	Name:	John D. Austin
	 	Title:	CFO
	 	 	 
	 	 	 
	 	QZINA SPECIALTY FOODS (AMBASSADOR), INC.
	 	 	 
	 	By:	/s/ John D. Austin
	 	Name:	John D. Austin
	 	Title:	CFO
	 	 	 
	 	 	 
	 	CW LV REAL ESTATE LLC
	 	 	 
	 	By:	/s/ John D. Austin
	 	Name:	John D. Austin
	 	Title:	CFO
	 	 	 



 


 


 




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	 	ALLEN BROTHERS 1893, LLC
	 	 	 
	 	By:	/s/ John D. Austin
	 	Name:	John D. Austin
	 	Title:	CFO
	 	 	 
	 	 	 
	 	THE GREAT STEAKHOUSE STEAKS, LLC
	 	 	 
	 	By:	/s/ John D. Austin
	 	Name:	John D. Austin
	 	Title:	CFO
	 	 	 
	 	 	 
	 	DEL MONTE CAPITOL MEAT COMPANY HOLDINGS, LLC
	 	 	 
	 	By:	/s/ John D. Austin
	 	Name:	John D. Austin
	 	Title:	CFO
	 	 	 
	 	 	 
	 	DEL MONTE CAPITOL MEAT COMPANY, LLC
	 	 	 
	 	By:	/s/ John D. Austin
	 	Name:	John D. Austin
	 	Title:	CFO
	 	 	 



 


 


 




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	 	NOTEHOLDERS:
	 	 
	 	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
	 	 	 
	 	By:	/s/ Tannis Fussell
	 	Name:	 Tannis Fussell
	 	Title:	Vice President
	 	 	 
	 	 	 
	 	PRUCO LIFE INSURANCE COMPANY
	 	 	 
	 	By:	/s/ Tannis Fussell
	 	Name:	 Tannis Fussell
	 	Title:	Assistant Vice President
	 	 	 
	 	 	 
	 	PRUDENTIAL ARIZONA REINSURANCE CAPTIVE COMPANY
	 	By:	Prudential Investment Management, Inc.,

                                    as investment manager

	 	 	 
	 	By:	 /s/ Tannis Fussell
	 	Name:	  Tannis Fussell
	 	Title:	Vice President
	 	 	 
	 	 	 
	 	PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
	 	By:	Prudential Investment Management, Inc.,

                                    as investment manager

	 	 	 
	 	By:	 /s/ Tannis Fussell
	 	Name:	  Tannis Fussell
	 	Title:	Vice President
	 	 	 






 [Signature Page to Amendment No. 7 to Note Purchase
and Guarantee Agreement - Chefs’ Warehouse


 


 


 




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Exhibit A


Bank Amendment


EXECUTION COPY


 


AMENDMENT NO. 8


Dated as of December 18, 2015


to


AMENDED AND RESTATED CREDIT AGREEMENT


THIS AMENDMENT NO.
8 (this “Amendment”) is made as of December 18, 2015 by and among 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 (“CW Florida” and, together with Dairyland, CW Mid-Atlantic,
Bel Canto and CW West Coast, the “Borrowers”), the financial institutions listed on the signature pages hereof
and JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) and as
Collateral Agent (in such capacity, the “Collateral Agent”), under that certain Amended and Restated Credit
Agreement dated as of April 25, 2012, as amended and restated as of April 17, 2013, by and among the Borrowers, the other Loan
Parties party thereto, the Lenders, the Administrative Agent and the Collateral Agent (as amended, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined
herein shall have the respective meanings given to them in the Credit Agreement.


WHEREAS, the Borrowers
have requested that the requisite Lenders, the Administrative Agent and the Issuing Bank agree to amend Section 6.13(c)
of the Credit Agreement and provide a limited waiver, as more fully described herein; and


WHEREAS, the Borrowers,
the Lenders party hereto, the Administrative Agent and the Issuing Bank have so agreed on the terms and conditions set forth herein;


NOW, THEREFORE, in
consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Borrowers, the Lenders party hereto, the Administrative Agent
and the Issuing Bank hereby agree to enter into this Amendment.


1.


Amendments to
the Credit Agreement. Upon the satisfaction of the conditions precedent set forth in Section 2 below, the parties hereto
agree that the Credit Agreement shall be amended as follows, with effect from (and including) June 30, 2015:


(a)


Section 6.13(c)(i)
of the Credit Agreement is hereby amended by adding the following sentence at the end thereof:


Notwithstanding
the foregoing, for purposes of determining compliance with this Section 6.13(c)(i), up to $6,518,000 of Capital Expenditures
incurred or made on or prior to September 25, 2015 by the Loan Parties and their Subsidiaries in connection with the Specified
Las Vegas Transaction shall be deemed to be excluded when calculating the aggregate amount of Capital Expenditures incurred or
made by the Loan Parties and their Subsidiaries during the 2015 Fiscal Year.


 




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(b)


Section 6.13(c)(ii)
of the Credit Agreement is hereby amended to add the phrase “occurring after the 2016 Fiscal Year” immediately following
the phrase “in respect of any Fiscal Year” in the first sentence thereof.


2.


Conditions of
Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that:


(a)


the Administrative
Agent shall have received counterparts of this Amendment duly executed by the Borrowers, the Required Lenders, the Administrative
Agent and the Issuing Bank;


(b)


the Administrative
Agent shall have received counterparts of the Consent and Reaffirmation attached as Exhibit A hereto duly executed by the
Loan Guarantors;


(c)


the Administrative
Agent shall have received an executed and effective amendment to the Prudential Note Agreement, which amendment shall be substantially
in the form set forth on Exhibit B hereto;


(d)


the Borrower Representative
shall have made a Borrowing Request to the Administrative Agent for a Revolving Borrowing in an amount equal to $14,645,000 for
purposes of repaying the Term Loans in an equivalent amount substantially concurrently with the effectiveness of this Amendment;


(e)


the Administrative
Agent shall have received from the Borrowers, on behalf of each Lender signatory hereto that delivers its executed signature page
to this Amendment by no later than the date and time specified by the Administrative Agent, an amendment fee in an amount equal
to 0.10% of the sum of (i) such Lender’s Revolving Commitment immediately prior to the effectiveness of this Amendment plus
(ii) the aggregate principal amount of such Lender’s Term Loans outstanding immediately prior to the effectiveness of this
Amendment; and


(f)


the Administrative
Agent shall have received payment and/or reimbursement of the Administrative Agent’s and its affiliates’ fees and expenses
(including, to the extent invoiced in an invoice dated on or prior to the date hereof, reasonable documented out-of-pocket fees
and expenses of counsel for the Administrative Agent) in connection with this Amendment and the other Loan Documents.


3.


Waiver. For
the avoidance of doubt, the Administrative Agent and the Lenders party hereto hereby waive (i) any non-compliance with Section
6.13(c) of the Credit Agreement (as in effect prior to the effectiveness of this Amendment) due to the Loan Parties and their
Subsidiaries making Capital Expenditures during the 2015 Fiscal Year in excess of $17,000,000, (ii) any non-compliance with Section
2.11(c) and/or 2.11(e) of the Credit Agreement relating to the prepayment of Obligations in an aggregate amount equal
to the Ratable Share of 100% of the Net Proceeds received in connection with the Specified Las Vegas Transaction, (iii) any incorrect
representation or warranty made by the Loan Parties pursuant to Section 3.07 and/or 4.02 of the Credit Agreement
(solely to the extent incorrect as a result of the events described in clauses (i), (ii) and/or (iv) of this
paragraph) and (iv) any non-compliance with Section 5.02(a) of the Credit Agreement as a result of any failure of the Loan
Parties to provide timely notice of the foregoing. This specific waiver shall not be construed to constitute (1) a waiver of any
other event, circumstance or condition or of any other right or remedy available to the Administrative Agent or any Lender pursuant
to the Credit Agreement or any other Loan Document or (2) a course of dealing or a consent to any departure by the Borrowers or
any other Loan Party from any other term or requirement of the Credit Agreement or any other Loan Document.


 




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4.


Repayment of Term
Loans. The Borrowers shall repay the Term Loans (to be applied to installments of the Term Loans in the inverse order of maturity)
in an aggregate amount of not less than $14,645,000, which the Loan Parties hereby represent and warrant reflects the Ratable Share
of 100% of the Net Proceeds received in connection with the Specified Las Vegas Transaction, substantially concurrently with the
effectiveness of this Amendment.


5.


Authorization
of Agents. Each Lender party hereto hereby consents to and authorizes each of the Agents to execute and deliver an amendment
to the Intercreditor Agreement, substantially in the form set forth on Exhibit C hereto.


6.


Representations
and Warranties of the Borrowers. Each Borrower hereby represents and warrants as follows:


(a)


This Amendment and
the Credit Agreement as amended hereby constitute legal, valid and binding obligations of such Borrower and are enforceable against
such Borrower in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other
laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered
in a proceeding in equity or at law.


(b)


As of the date hereof,
after giving effect to the terms of this Amendment, (i) no Default has occurred and is continuing and (ii) the representations
and warranties of the Loan Parties set forth in the Credit Agreement, as amended hereby, are true and correct in all material respects
(provided that any such representations or warranties qualified by materiality or Material Adverse Effect are true and correct
in all respects), it being understood and agreed that any representation or warranty which by its terms is made as of a specified
date shall be required to be true and correct only as of such specified date.


7.


Reference to and
Effect on the Credit Agreement.


(a)


Upon the effectiveness
hereof, each reference to the Credit Agreement in the Credit Agreement or any other Loan Document shall mean and be a reference
to the Credit Agreement as amended hereby.


(b)


Each Loan Document
and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force
and effect and are hereby ratified and confirmed.


(c)


Except with respect
to the subject matter hereof, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any
right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Credit Agreement,
the Loan Documents or any other documents, instruments and agreements executed and/or delivered in connection therewith.


(d)


This Amendment is
a “Loan Document” under (and as defined in) the Credit Agreement.






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8.


Release of Claims. 


(a)


Each of the Loan
Parties, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and
irrevocably releases, remises and forever discharges the Administrative Agent, the Collateral Agent and each of the Lenders, their
respective successors and assigns, and their respective present and former shareholders, affiliates, subsidiaries, divisions, predecessors,
directors, officers, attorneys, employees, agents and other representatives (the Administrative Agent, the Collateral Agent, the
Lenders and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually
as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies,
agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses,
rights of setoff, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”)
of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any of the Loan Parties
or any of their respective successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to
have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which
arises at any time on or prior to the day and date of this Amendment, in each case in connection with the Credit Agreement or any
of the other Loan Documents or transactions thereunder or related thereto.


(b)


Each of the Loan
Parties understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and
may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted
in breach of the provisions of such release.


9.


Governing Law.
This Amendment shall be construed in accordance with and governed by the law of the State of New York.


10.


Headings.
Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.


11.


Counterparts.
This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts
taken together shall be deemed to constitute one and the same instrument. Signatures delivered by facsimile or PDF shall have the
same force and effect as manual signatures delivered in person.


[Signature Pages Follow]


 




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IN WITNESS WHEREOF,
this Amendment has been duly executed as of the day and year first above written.


	 	DAIRYLAND USA CORPORATION
	 	 
	 	By: 	/s/ John D. Austin
	 	Name:
	John D. Austin
	 	Title:	CFO
	 	 	 
	 	 	 
	 	THE CHEFS’ WAREHOUSE MID-ATLANTIC, LLC
	 	 	 
	 	By:	/s/ John D. Austin
	 	Name:	John D. Austin
	 	Title:	CFO
	 	 	 
	 	 	 
	 	BEL CANTO FOODS, LLC
	 	 	 
	 	By:	/s/ John D. Austin
	 	Name:	John D. Austin
	 	Title:	CFO
	 	 	 
	 	 	 
	 	THE CHEFS’ WAREHOUSE WEST COAST, LLC
	 	 	 
	 	By:	/s/ John D. Austin
	 	Name:	John D. Austin
	 	Title:	CFO
	 	 	 
	 	 	 
	 	THE CHEFS’ WAREHOUSE OF FLORIDA, LLC
	 	 	 
	 	By:	/s/ John D. Austin
	 	Name:	John D. Austin
	 	Title:	CFO
	 	 	 



 


Signature Page to Amendment No. 8 to


Amended and Restated Credit Agreement dated
as of April 25, 2012, as amended and restated as of April 17, 2013


The Chefs’ Warehouse, Inc. et al


 




    	 	 



    	 



    

 


	 	JPMORGAN CHASE BANK, N.A.,

                                                                  

                                                                  individually as a Lender, as the Swingline Lender, as
the Issuing Bank, as Administrative Agent and as Collateral Agent

	 	 	 
	 	By:	/s/ Diane Bredehoft
	 	Name:	Diane Bredehoft
	 	Title:	Authorized Officer
	 	 	 



 


 


 


Signature Page to Amendment No. 8 to


Amended and Restated Credit Agreement dated
as of April 25, 2012, as amended and restated as of April 17, 2013


The Chefs’ Warehouse, Inc. et al



 




    	 	 



    	 



    

 


	 	GE CAPITAL BANK, formerly known as

 GE CAPITAL FINANCIAL
INC.,

                                                                  as a Lender

	 	 	 
	 	By:	/s/ Heather-Leigh Glade
	 	Name:	Heather-Leigh Glade
	 	Title:	Duly Authorized Signatory
	 	 	 



 


 


Signature Page to Amendment No. 8 to


Amended and Restated Credit Agreement dated
as of April 25, 2012, as amended and restated as of April 17, 2013


The Chefs’ Warehouse, Inc. et al





 




    	 	 



    	 



    

 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

                                                                  as a Lender

	 	 	 
	 	By:	/s/ Thomas Pizzo
	 	Name:	Thomas Pizzo
	 	Title:	Senior Vice President
	 	 	 



 


 


Signature Page to Amendment No. 8 to


Amended and Restated Credit Agreement dated
as of April 25, 2012, as amended and restated as of April 17, 2013


The Chefs’ Warehouse, Inc. et al



 




    	 	 



    	 



    

 


	 	BMO HARRIS FINANCING, INC.,

                                                                  as a Lender

	 	 	 
	 	By:	/s/ Paul Harris
	 	Name:	Paul Harris
	 	Title:	MD
	 	 	 



 


 


 


Signature Page to Amendment No. 8 to


Amended and Restated Credit Agreement dated
as of April 25, 2012, as amended and restated as of April 17, 2013


The Chefs’ Warehouse, Inc. et al



 




    	 	 



    	 



    

 


	 	BRANCH BANKING AND TRUST COMPANY,

                                                                  as a Lender

	 	 	 
	 	By:	/s/ Kenneth M. Blackwell
	 	Name:	Kenneth M. Blackwell
	 	Title:	Senior Vice President
	 	 	 



 


 


 


 


Signature Page to Amendment No. 8 to


Amended and Restated Credit Agreement dated
as of April 25, 2012, as amended and restated as of April 17, 2013


The Chefs’ Warehouse, Inc. et al



 




    	 	 



    	 



    

 


EXHIBIT A


 


Consent and Reaffirmation


 


Each of the undersigned
hereby acknowledges receipt of a copy of the foregoing Amendment No. 8 to Amended and Restated Credit Agreement with respect to
that certain Amended and Restated Credit Agreement dated as of April 25, 2012, as amended and restated as of April 17, 2013 (as
the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”),
by and among 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 (“CW Florida”
and, together with Dairyland, CW Mid-Atlantic, Bel Canto and CW West Coast, the “Borrowers”), the other Loan
Parties party thereto, the Lenders and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”),
which Amendment No. 8 to Amended and Restated Credit Agreement is dated as of December 18, 2015 and is by and among the Borrowers,
the financial institutions listed on the signature pages thereof and the Administrative Agent (the “Amendment”).
Capitalized terms used in this Consent and Reaffirmation and not defined herein shall have the meanings given to them in the Credit
Agreement.


Without in any way
establishing a course of dealing by the Administrative Agent, the Collateral Agent or any Lender, each of the undersigned consents
to the Amendment and reaffirms the terms and conditions of the Loan Guaranty and any other Loan Document executed by it and acknowledges
and agrees that the Loan Guaranty and each and every such Loan Document executed by the undersigned in connection with the Credit
Agreement remains in full force and effect and is hereby reaffirmed, ratified and confirmed. All references to the Credit Agreement
contained in the above-referenced documents shall be a reference to the Credit Agreement as so modified by the Amendment and
as the same may from time to time hereafter be amended, modified or restated.


 


Dated December 18, 2015


[Signature Pages Follow]


 




    	 	 



    	 



    

 


IN WITNESS WHEREOF, this Consent
and Reaffirmation has been duly executed as of the day and year above written.


	 	DAIRYLAND USA CORPORATION
	 	 
	 	By: 	/s/ John D Austin
	 	Name:
	John D Austin
	 	Title:	CFO
	 	 	 
	 	 	 
	 	THE CHEFS’ WAREHOUSE MID-ATLANTIC, LLC
	 	 	 
	 	By:	/s/ John D. Austin
	 	Name:	John D. Austin
	 	Title:	CFO
	 	 	 
	 	 	 
	 	BEL CANTO FOODS, LLC
	 	 	 
	 	By:	/s/ John D. Austin
	 	Name:	John D. Austin
	 	Title:	CFO
	 	 	 
	 	 	 
	 	THE CHEFS’ WAREHOUSE WEST COAST, LLC
	 	 	 
	 	By:	/s/ John D Austin
	 	Name:	John D Austin
	 	Title:	CFO
	 	 	 
	 	 	 
	 	THE CHEFS’ WAREHOUSE OF FLORIDA, LLC
	 	 	 
	 	By:	/s/ John D Austin
	 	Name:	John D Austin
	 	Title:	CFO
	 	 	 



 





Signature Page Consent and Reaffirmation
to Amendment No. 8 to


Amended and Restated Credit Agreement dated
as of April 25, 2012, as amended and restated as of April 17, 2013


The Chefs’ Warehouse, Inc. et al


 





    	 	 



    	 



    

 


	 	THE CHEFS’ WAREHOUSE, INC.

	 	 	 
	 	By:	/s/ John D. Austin
	 	Name:	John D. Austin
	 	Title:	CFO
	 	 	 
	 	 	 
	 	CHEFS’ WAREHOUSE PARENT, LLC
	 	 	 
	 	By:	/s/ John D. Austin
	 	Name:	John D. Austin
	 	Title:	CFO
	 	 	 
	 	 	 
	 	MICHAEL’S FINER MEATS, LLC
	 	 	 
	 	By:	/s/ John D. Austin
	 	Name:	John D. Austin
	 	Title:	CFO
	 	 	 
	 	 	 
	 	MICHAEL’S FINER MEATS HOLDINGS, LLC
	 	 	 
	 	By:	/s/ John D. Austin
	 	Name:	John D. Austin
	 	Title:	CFO
	 	 	 
	 	 	 
	 	THE CHEFS’ WAREHOUSE MIDWEST, LLC
	 	 	 
	 	By:	/s/ John D. Austin
	 	Name:	John D. Austin
	 	Title:	CFO
	 	 	 
	 	 	 
	 	THE CHEFS’ WAREHOUSE PASTRY DIVISION, INC.
	 	 	 
	 	By:	/s/ John D. Austin
	 	Name:	John D. Austin
	 	Title:	CFO
	 	 	 



 





Signature Page Consent and Reaffirmation
to Amendment No. 8 to


Amended and Restated Credit Agreement dated
as of April 25, 2012, as amended and restated as of April 17, 2013


The Chefs’ Warehouse, Inc. et al


 





    	 	 



    	 



    

 


	 	QZ ACQUISITION (USA), INC.
	 	 	 
	 	By:	/s/ John D. Austin
	 	Name:	John D. Austin
	 	Title:	CFO
	 	 	 
	 	 	 
	 	QZINA SPECIALTY FOODS NORTH AMERICA (USA), INC.
	 	 	 
	 	By:	/s/ John D. Austin
	 	Name:	John D. Austin
	 	Title:	CFO
	 	 	 
	 	 	 
	 	QZINA SPECIALTY FOODS, INC., a Florida corporation
	 	 	 
	 	By:	/s/ John D. Austin
	 	Name:	John D. Austin
	 	Title:	CFO
	 	 	 
	 	 	 
	 	QZINA SPECIALTY FOODS, INC., a Washington corporation
	 	 	 
	 	By:	/s/ John D. Austin
	 	Name:	John D. Austin
	 	Title:	CFO
	 	 	 
	 	 	 
	 	QZINA SPECIALTY FOODS (AMBASSADOR), INC.
	 	 	 
	 	By:	/s/ John D. Austin
	 	Name:	John D. Austin
	 	Title:	CFO
	 	 	 
	 	 	 
	 	CW LV REAL ESTATE LLC
	 	 	 
	 	By:	/s/ John D. Austin
	 	Name:	John D. Austin
	 	Title:	CFO
	 	 	 



 





Signature Page Consent and Reaffirmation
to Amendment No. 8 to


Amended and Restated Credit Agreement dated
as of April 25, 2012, as amended and restated as of April 17, 2013


The Chefs’ Warehouse, Inc. et al 







    	 	 



    	 



    

 


	 	ALLEN BROTHERS 1893, LLC
	 	 	 
	 	By:	/s/ John D. Austin
	 	Name:	John D. Austin
	 	Title:	CFO
	 	 	 
	 	 	 
	 	THE GREAT STEAKHOUSE STEAKS, LLC
	 	 	 
	 	By:	/s/ John D. Austin
	 	Name:	John D. Austin
	 	Title:	CFO
	 	 	 
	 	 	 
	 	DEL MONTE CAPITOL MEAT COMPANY HOLDINGS, LLC
	 	 	 
	 	By:	/s/ John D. Austin
	 	Name:	John D. Austin
	 	Title:	CFO
	 	 	 
	 	 	 
	 	DEL MONTE CAPITOL MEAT COMPANY, LLC
	 	 	 
	 	By:	/s/ John D. Austin
	 	Name:	John D. Austin
	 	Title:	CFO
	 	 	 



 





Signature Page Consent and Reaffirmation
to Amendment No. 8 to


Amended and Restated Credit Agreement dated
as of April 25, 2012, as amended and restated as of April 17, 2013


The Chefs’ Warehouse, Inc. et al 


 





    	 	 



    	 



    

 


EXHIBIT B


Form of Amendment to Prudential
Note Agreement


 


[Attached]


 




    	 	 



    	 



    

 


EXHIBIT C


Form of Amendment to Intercreditor
Agreement


 


[Attached]