The Chefs’ Warehouse, Inc. 8-K


Exhibit 10.2 


 


A request for confidential treatment
has been made with respect to the portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have
been filed separately with the SEC.


 


EXECUTION VERSION




  


 





 


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


 


______________


Supplemental
Note Purchase and Guarantee Agreement 


and
Amendment Agreement


______________


Additional
Issuance of:


$25,000,000
5.80% Series B Guaranteed Senior Secured Notes due October 17, 2020


______________


 


 


April
6, 2015


 


 




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TABLE
OF CONTENTS





	 	 	Page



	1.	AUTHORIZATION
OF Series B NOTES; ETC	2
	2.	SALE
AND PURCHASE OF Series B NoteS	2
	3.	CLOSING
OF Series B NoteS	2
	4.	CONDITIONS
PRECEDENT	3
	5.	REPRESENTATIONS
AND WARRANTIES	5
	6.	USE
OF PROCEEDS	7
	7.	COVENANTS
OF THE OBLIGORS	7
	8.	AMENDMENTS
TO THE NOTE PURCHASE AGREEMENT	7
	9.	Confirmation
and Ratification of Guaranteed Obligations	9
	10.	GENERAL	10



 




    	2



    	 



    

 





	Schedule A	Information Relating to Purchasers
	 	 
	Exhibit 1A	Form of Series B Note
	Exhibit 3	Wire Instructions
	Exhibit 4C	Form of Amendment to Intercreditor Agreement
	Exhibit 4D	


Form of
Amendment to Bank Credit Agreement



	Exhibit 4E	Form of Reaffirmation and Confirmation of Collateral Documents
	


Exhibit
6


	Use of Proceeds



 




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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


 


April
6, 2015


To
each of the purchasers named


on
Schedule A attached hereto


(herein
the “Purchasers”)


 


Ladies
and Gentlemen:


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, collectively, the “Issuers”), and each of the
Guarantors whose names appear on the signature pages hereto (together with the Issuers, collectively, the “Obligors”)
agree with each of the Purchasers as follows.


BACKGROUND:


A.            Reference
is made 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, and that certain Amendment No. 4 to Note Purchase and Guarantee Agreement dated as of January 9, 2015 (as further amended,
restated, supplemented or otherwise modified from time to time, the “Note Purchase Agreement”), among the Obligors
and each of the Series A Purchasers (as defined below). Capitalized terms used herein and not otherwise defined herein shall have
the respective meanings given to them in the Note Purchase Agreement (as amended, modified and supplemented hereby, unless otherwise
noted).


B.            Pursuant
to the Note Purchase Agreement, the purchasers listed in Schedule A thereto (collectively, the “Series A Purchasers”)
purchased $100,000,000 in aggregate principal amount of Guaranteed Senior Secured Notes due April 17, 2023 of the Issuers (herein,
together with any amendments or other modifications thereto, and any notes issued in exchange therefor or replacement thereof,
in each case, pursuant to the requirements of the Note Purchase Agreement, collectively the “Series A Notes”).


C.           The
Chefs Warehouse, Inc., a Delaware corporation (the “Company”) has decided to acquire, directly or indirectly,
all of the issued and outstanding capital of the Specified Target pursuant to terms and conditions reasonably acceptable to the
Required Holders.


D.           At
the present time, the Issuers request, and the Series A Purchasers and the purchasers of Series B Notes (as defined below) listed
in Schedule A hereto (collectively, the “Series B Purchasers” and, together with the Series A Purchasers,
collectively, the “Purchasers”) have agreed to, (i) in the case of the Series B Purchasers, purchase the
Series B Notes (as defined below) in order to finance, in part, the Specified Acquisition and (ii) make certain amendments
and other modifications to the Note Purchase Agreement, all pursuant to the terms and conditions hereinafter set forth.




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NOW
THEREFORE, in consideration of the premises above which are incorporated herein by this reference and constitute an integral part
of this Agreement, the execution and delivery of this Agreement and the mutual covenants and agreements hereafter set forth, the
parties hereto agree as follows:


AGREEMENTS:


1.                 
AUTHORIZATION OF Series B NOTES; ETC.


A.           The Issuers have authorized the issue and sale of $25,000,000 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, collectively, the “Series B Notes”). The Series B Notes shall be substantially in the form set out
in Exhibit 1A attached hereto.


B.           The Series B Notes are to be guaranteed equally and ratably with the Series A Notes by the Guarantors.


C.           The obligations of the Obligors under and pursuant to the Note Purchase Agreement, the Series A Notes and the Series B Notes,
and the Bank Credit Agreement, shall be secured by the Collateral Documents subject to the terms of the Intercreditor Agreement.


2.                 
SALE AND PURCHASE OF Series B NoteS. The Issuers will issue and sell to
each Series B Purchaser, and each Series B Purchaser will purchase from the Issuers, at the Closing provided for in Section 3,
Series B Notes in the principal amount specified opposite such Series B Purchaser’s name in Schedule A attached hereto
at the purchase price of 100% of the principal amount thereof. The Series B Purchasers’ obligations hereunder are several
and not joint obligations and no Series B Purchaser shall have any liability to any Person for the performance or non-performance
of any obligation by any other Series B Purchaser hereunder.


3.                 
CLOSING OF Series B NoteS. The sale and purchase of the Series B Notes to
be purchased by each Series B Purchaser shall occur at the offices of Morgan, Lewis & Bockius LLP, One State Street, Hartford,
Connecticut 06103, at 10:00 a.m., Eastern time, at a closing (the “Closing”) on April 6, 2015 (the “Effective
Date”). At the Closing, the Issuers will deliver to each Series B Purchaser the Series B Notes to be purchased by such
Series B Purchaser in the form of a single Series B Note (or such greater number of Series B Notes in denominations of at least
$100,000 as such Series B Purchaser may request) dated the date of the Closing and registered in such Series B Purchaser’s
name (or in the name of its nominee), against delivery by such Series B Purchaser to the Issuers or their order of immediately
available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of
the Issuers to in accordance with the wiring instructions set forth in Exhibit 3 attached hereto. If at the Closing the
Issuers shall fail to tender such Series B Notes to any Series B Purchaser as provided above in this Section 3, or any of the
conditions specified in Section 4 of this Agreement shall not have been fulfilled to such Series B Purchaser’s satisfaction,
such Series B Purchaser shall, at its election, be relieved of all further obligations under this Supplemental Note Purchase and
Guarantee Agreement and Amendment Agreement (this “Agreement”), without thereby waiving any rights such Series
B Purchaser may have by reason of any of the conditions specified in Section 4 of this Agreement
not having been fulfilled to such Series B Purchaser’s satisfaction or such failure by the Issuers to tender such Series
B Notes.




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4.                 
CONDITIONS PRECEDENT. Each Series B Purchaser’s obligation to purchase
and pay for the Series B Notes to be purchased by it hereunder at the Closing and the effectiveness of the amendments to, and
consents under, the Note Purchase Agreement and the other Financing Documents pursuant hereto, shall become effective as of the
Effective Date after receipt by the Purchasers (or fulfillment to their satisfaction, as the case may be), prior to or at the
Closing, of the following:


A.           Agreement. This Agreement executed by the Obligors and the Purchasers.


B.           Series B Notes. The Series B Notes executed by the Issuers in favor of the Series B Purchasers, in the form attached hereto
as Exhibit 1A.


C.           Amendment
to Intercreditor Agreement. A fully executed copy of an amendment to the Intercreditor Agreement, which amendment shall be
substantially in the form set forth on Exhibit 4C hereto and in full force and effect.


D.           Amendment
to Bank Credit Agreement. A fully executed copy of an amendment to the Bank Credit Agreement to permit the issuance of the
Series B Notes, which amendment shall be substantially in the form set forth on Exhibit 4D hereto and in full force and
effect.


E.           Reaffirmation and Confirmation of Collateral Documents. A fully executed copy of a Reaffirmation and Confirmation of Collateral
Documents, which reaffirmation and confirmation shall be substantially in the form set forth on Exhibit 4E hereto and in
full force and effect.


F.           Private
Placement Number. A Private Placement Number issued by Standard & Poor’s CUSIP Service Bureau (in cooperation with
the SVO) shall have been obtained for the Series B Notes;


G.           Legal Opinions. Opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (i) from (A)
Reed Smith LLP, counsel for the Obligors, (B) Garvey Schubert Barer, special Washington counsel to Qzina Specialty Foods, Inc.,
a Washington corporation, and (C) Angelo & Banta, P.A., special Florida counsel to Qzina Specialty Foods, Inc., a Florida
corporation, in each case, covering such matters incident to the transactions contemplated hereby as such Purchaser or its counsel
may reasonably request (and the Obligors hereby instruct each of their counsel to deliver such opinions to the Purchasers) and
(ii) from Morgan, Lewis & Bockius LLP, the Purchasers’ special counsel in connection with such transactions, covering
such matters incident to such transactions as such Purchaser may reasonably request.


H.           Secretary’s Certificate. An omnibus secretary’s certificate, dated the date of the Closing, certifying as to
(i) the resolutions of each Obligor attached thereto and other corporate or similar proceedings relating to the authorization,
execution and delivery of the Series B Notes, this Agreement and the other documents to be delivered in connection therewith,
as applicable, and (ii) each Obligor’s organizational documents as then in effect.


I.           Funds Flow Memorandum. A funds flow memorandum in form and substance reasonably acceptable to the Purchasers.


J.           Funding
Instructions. At least two Business Days prior to the date of the Closing, each Series B Purchaser shall have received written
instructions signed by a Responsible Officer of the Issuer Representative confirming the account information specified in Exhibit
3, including (i) the name and address
of the transferee bank, (ii) such transferee bank’s ABA number and (iii) the account name and number into which the purchase
price for the Series B Notes is to be deposited.




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K.           UCCs
Lien Searches. Copies of UCC searches with respect to the Obligors, each dated reasonably close to the date hereof, with the
information reported thereon being acceptable to the Purchasers.


L.           Purchase Permitted by Applicable Law, Etc. On the date of the Closing, such Series B Purchaser’s purchase of Series
B Notes shall (i) be permitted by the laws and regulations of each jurisdiction to which such Series B Purchaser is subject,
without recourse to provisions (such as section 1405(a)(8) of the New York Insurance Law) permitting limited investments
by insurance companies without restriction as to the character of the particular investment, (ii) not violate any applicable
law or regulation (including, without limitation, Regulation T, U or X of the Board of Governors of the Federal Reserve System)
and (iii) not subject such Series B Purchaser to any tax, penalty or liability under or pursuant to any applicable law or
regulation, which law or regulation was not in effect on the date hereof. If requested by such Series B Purchaser, such Series
B Purchaser shall have received an Officer’s Certificate of the Obligors certifying as to such matters of fact as such Series
B Purchaser may reasonably specify to enable such Series B Purchaser to determine whether such purchase is so permitted to the
extent such matters of fact are not already included in the representations and warranties made by the Company in Section 5.


M.           Specified
Acquisition Conditions. The conditions precedent set forth in Section 4(e) and Section 4(g) of Amendment No. 4 to Note Purchase
and Guarantee Agreement, dated as of January 9, 2015, by and among the Obligors and the Series A Purchasers, shall have been satisfied.


N.           Expenses.
The Obligors shall have paid all reasonable fees, expenses and disbursements incurred by the Purchasers at or prior to the time
of the Closing in connection with the prior amendments and the transactions contemplated by this Agreement and the other Financing
Documents, including, without limitation, the reasonable fees, expenses and disbursements of the Purchasers’ special counsel
and a reasonable estimate of fees, expenses and disbursements incurred or to be incurred by the Purchasers through the closing
proceedings and post-closing (provided that such estimate shall not thereafter preclude final settling of accounts between the
Obligors and the Purchasers).


O.           Representations and Warranties Correct. The representations and warranties made by the Obligors herein and in the other
Financing Documents shall have been true and correct in all material respects when made and shall be true and correct in all material
respects at and as of the time of the Closing (other than those representations and warranties made as of a specific earlier date)
(after giving effect to the transactions to be consummated at, or contemporaneously with, the Closing).


P.           Performance; No Event of Default. The Obligors shall have performed all agreements and complied with all conditions contained
herein and in the other Financing Documents required to be performed or complied with by them prior to or at the Closing, and
at the time of the Closing, no condition which, if this Agreement were effective at such time, would constitute an Default or
Event of Default shall exist and no condition shall exist which has result in or could reasonably be executed to result in, a
Material Adverse Effect.


Q.           Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this
Agreement and all documents and instruments incident to such transactions shall be reasonably satisfactory to such Purchaser and
its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified
or other copies of such documents as such Purchaser or such special counsel may reasonably request.




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5.                 
REPRESENTATIONS AND WARRANTIES.


A.           To induce the Purchasers to enter into this Agreement, each Obligor hereby certifies, represents and warrants to the Purchasers
that:


(a)               
Authorization. Such Obligor is duly authorized to execute and deliver this Agreement and, in the case of an Issuer, the
Series B Notes, and is and will continue to be duly authorized to perform its obligations under the Note Purchase Agreement (including,
without limitation, the Guaranty, as applicable), as amended hereby, the Series B Notes (in the case of an Issuer) and each of
the other Financing Documents to which such Obligor is a party.


(b)              
No Conflicts. The execution and delivery of this Agreement and, in the case of an Issuer, the Series B Notes, and the performance
by such Obligor of its obligations under the Note Purchase Agreement (including, without limitation, the Guaranty, as applicable),
as amended hereby, and the Series B Notes (in the case of an Issuer) do not and will not conflict with any provision of applicable
law or of the bylaws, shareholders agreement, partnership agreement or other constitutive document of such Obligor or of any agreement
binding upon such Obligor.


(c)               
Validity and Binding Effect. This Agreement, the Note Purchase Agreement, as amended hereby, and, in the case of an Issuer,
the Series B Notes, are each a legal, valid, and binding obligation of such Obligor, enforceable against such Obligor in accordance
with its respective terms, except as enforceability may be limited by bankruptcy, insolvency, or other similar laws of general
application affecting the enforcement of creditors’ rights or by general principles of equity limiting the availability
of equitable remedies.


(d)              
Compliance with Note Purchase Agreement. The representation and warranties set forth in Section 5 of the Note Purchase
Agreement (other than those representations and warranties made as of a specific earlier date), as amended hereby, are true and
correct in all material respects with the same effect as if such representations and warranties had been made on the date hereof,
with the exception that all references to the financial statements shall mean the financial statements most recently delivered
to the Purchasers and except for such changes as are specifically permitted under the Note Purchase Agreement. Such Obligor has
complied with and is in compliance with all of the covenants set forth in the Note Purchase Agreement, as amended hereby, including,
but not limited to, those set forth in Section 7, Section 9 and Section 10 thereof.


(e)               
No Event of Default. As of the date hereof, no Event of Default under Section 11 of the Note Purchase Agreement, as
amended hereby, or event or condition which, with the giving of notice or the passage of time, or both, would constitute an Event
of Default, has occurred or is continuing.


(f)               
Offer of Notes; Investment Bankers. None of the Obligors nor any Person acting on their behalf (i) has directly or
indirectly offered the Series B Notes or any part thereof or any similar securities for issue or sale to, or solicited any offer
to buy any of the same from, anyone other than the Series B Purchasers, (ii) has taken or will take any action which would
bring the issuance and sale of the securities within the provisions of Section 5 of the Securities Act or the registration
or qualification provisions of any applicable blue sky or other securities laws, or (iii) has dealt with any broker, finder,
commission agent or other similar Person in connection with the sale of the Series B Notes and the other transactions contemplated
by this Agreement and the other Financing Documents.




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(g)               
Compliance with Regulation U. No portion of the proceeds of the Series B Notes shall be used by the Obligors or any Affiliates
of any Obligor, either directly or indirectly, for the purpose of purchasing or carrying any margin stock, within the meaning
of Regulation U as adopted by the Board of Governors of the Federal Reserve System and no Issuer is engaged principally, or as
one of its important activities, in the business of extending credit for the purpose of purchasing or carrying margin stock.


(h)              
Complete Information. This Agreement, the other Financing Documents and all financial statements, schedules, certificates,
confirmations, agreements, contracts, and other materials submitted to the Purchasers in connection with or in furtherance of
this Agreement by or on behalf of any Obligor fully and fairly state, when taken as a whole, in all material respects, the matters
with which they purport to deal, and, when taken as a whole, neither misstate any material fact nor, in the aggregate, fail to
state any material fact necessary to make the statements made not misleading, in each case at the time made and in light of the
circumstances in existence at such time; provided, however, that that it is understood that projections, budgets
and other forward looking statements are not to be viewed as facts, that actual results during the period or periods covered by
any such projections, budgets or other forward looking statements may differ from the projected, budgeted or estimated results
and such differences may be material.


(i)                
Specified Acquisition. All consents, licenses or approvals required in connection with the Specified Acquisition have been
obtained, other than those that the failure to obtain could not reasonably be expected to have a Material Adverse Effect. As of
the date hereof, and immediately prior to and after giving effect to the Specified Acquisition, (i) the fair value of the
Obligors’ assets is greater than the amount of their liabilities (including disputed, contingent and unliquidated liabilities)
as such value is established and liabilities evaluated as required under the Section 548 of the United States Bankruptcy
Code; (ii) the present fair saleable value of the Obligors’ assets is not less than the amount that will be required
to pay the probable liability on their debts as they become absolute and matured; (iii) the Obligors are able to realize
upon their assets and pay their debts and other liabilities (including disputed, contingent and unliquidated liabilities) as they
mature in the normal course of business; (iv) the Obligors do not intend to, and do not believe that they will, incur debts
or liabilities beyond their ability to pay as such debts and liabilities mature; and (v) the Obligors are not engaged in
business or a transaction, and are not about to engage in business or a transaction, for which their property would constitute
unreasonably small capital. All references to the assets and liabilities of the Obligors in the previous sentence refer to the
assets and liabilities of the Obligors, taken as a whole.


B.           Each Series B Purchaser hereby certifies, represents and warrants to the Obligors that:


(a)               
Purchase for Investment. Each Series B Purchaser severally represents that it is purchasing the Series B Notes for its
own account or for one or more separate accounts maintained by such Series B Purchaser or for the account of one or more pension
or trust funds and not with a view to the distribution thereof, provided that the lawful disposition of such Series B Purchaser’s
or their property shall at all times be within such Series B Purchaser’s or their control. Each Series B Purchaser understands
that the Series B Notes have not been registered under the Securities Act and may be resold only if registered pursuant to the
provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such
registration nor such an exemption is required by law, and that the Issuers are not required to register the Series B Notes.


(b)              
Accredited Purchaser. Each Series B Purchaser represents that it is an “accredited investor” within the meaning
of Regulation D under the Securities Act.




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(c)               
Power and Authority. Each Series B Purchaser has the power and authority to enter into and perform this Agreement and the
execution and performance hereof have been duly authorized by all proper and necessary action. This Agreement constitutes the
valid and legally binding obligations of such Series B Purchaser, enforceable against it in accordance with its terms, except
as limited by bankruptcy, insolvency or other similar laws now or hereafter in effect affecting the enforcement of creditors'
rights and the application of equitable principles.


6.                 
USE OF PROCEEDS. The proceeds of the sale of the Series B Notes will be
used on or after the Effective Date by the Issuers for the purposes specified on Exhibit 6 attached hereto.


7.                 
COVENANTS OF THE OBLIGORS. So long as any of the Series B Notes shall remain
outstanding, each of the Obligors will duly perform and observe, and will cause each of its Subsidiaries to duly perform and observe,
for the benefit of the holders of such Series B Notes (as well as for the benefit of the holders of any of the other Notes) each
and all of the covenants and agreements set forth in the Note Purchase Agreement and the other Financing Documents (as amended,
modified and supplemented hereby and as the same may be further amended, modified and supplemented) as are applicable to Notes,
all of which covenants and agreements are hereby incorporated herein by this reference. In addition, if any Event of Default (as
defined in the Note Purchase Agreement or any of the other Financing Documents) shall occur and be continuing, the Series B Notes
may be declared and become due and payable in the manner and with the effect provided in the Note Purchase Agreement and in each
of the other Financing Documents, each as amended, modified and supplemented hereby and as the same may be further amended, modified
and supplemented.


8.                 
AMENDMENTS TO THE NOTE PURCHASE AGREEMENT.


A.           Amendment
to Section 1(a). Section 1(a) of the Note Purchase Agreement is amended and restated as follows:


“(a)    The
Issuers will authorize the issue and sale of (i) $100,000,000 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 and including any such
notes issued in substitution therefor pursuant to Section 13, the “Series A Notes”) and (ii) $25,000,000 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 and including any such notes issued in substitution therefor pursuant to Section
13, the “Series B Notes” and, together with the Series A Notes, collectively, the “Notes”).
The Notes shall be substantially in the forms set out in Schedule 1(a) and Schedule 1(b), respectively. Certain
capitalized and other terms used in this Agreement are defined in Schedule B. References to a “Schedule” are references
to a Schedule attached to this Agreement unless otherwise specified. References to a “Section” are references to a
Section of this Agreement unless otherwise specified.”


B.           Amendment to Section 8.1. Section 8.1 of the Note Purchase Agreement is amended and restated in its entirety as follows:


“Section
8.1.Required Prepayments.


(a)              
Series A Notes. On each of April 17, 2018 and the Maturity Date, the Issuers will prepay $50,000,000 in aggregate principal
amount (or such lesser principal amount as shall then be outstanding) of the Series A Notes
at par and without payment of the Make-Whole Amount or any premium, provided that upon any partial prepayment of the Series
A Notes pursuant to Section 8.2, Section 8.3, Section 8.4 or Section 8.8, the principal amount of each required prepayment of
the Series A Notes becoming due under this Section 8.1 and the payment due on the Maturity Date on and after the date of
such prepayment shall be reduced in the same proportion as the aggregate unpaid principal amount of the Notes is reduced as a
result of such prepayment.




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(b)              Series
B Notes. As provided therein, the entire unpaid principal amount of each Series B Note shall be due and payable on the Maturity
Date thereof.”


C.                
Amendment to Section 8.5. Section 8.5 of the Note Purchase Agreement is amended and restated in its entirety as follows:


“Section
8.5. Allocation of Partial Prepayments.


(a)              In
the case of each partial prepayment of the Notes pursuant to Section 8.2, the principal amount of the Notes to be prepaid shall
be allocated among all of the Notes at the time outstanding in proportion, as nearly as practicable, to the respective unpaid
principal amounts thereof not theretofore called for prepayment.


(b)              In
the case of each partial prepayment of the Series A Notes pursuant to Section 8.1(a), the principal amount of the Series A Notes
to be prepaid shall be allocated among all of the Series A Notes at the time outstanding in proportion, as nearly as practicable,
to the respective unpaid principal amounts thereof not theretofore called for prepayment.


(c)              In
the case of each partial prepayment of the Series B Notes pursuant to Section 8.1(b), the principal amount of the Series B Notes
to be prepaid shall be allocated among all of the Series B Notes at the time outstanding in proportion, as nearly as practicable,
to the respective unpaid principal amounts thereof not theretofore called for prepayment.”


D.                
Amendment to Section 13.2. Section 13.2 of the Note Purchase Agreement is amended and restated in its entirety as
follows:


“Section
13.2.Transfer and Exchange of Notes. Upon surrender of any Note to the Issuer Representative at the address and to the
attention of the designated officer (all as specified in Section 19(iii)), for registration of transfer or exchange (and in the
case of a surrender for registration of transfer accompanied by a written instrument of transfer duly executed by the registered
holder of such Note or such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and
other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Issuers
shall execute and deliver, at the Issuers’ expense (except as provided below), one or more new Notes (as requested by the
holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered
Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of
Schedule 1(a) or Schedule 1(b), as applicable. Each such new Note shall be dated and bear interest from the date to which interest
shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon.
The Issuers may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such
transfer of Notes.




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Notes
shall not be transferred in denominations of less than $100,000, provided that if necessary to enable the registration of transfer
by a holder of its entire holding of Notes of a series, one Note of such series may be in a denomination of less than $100,000.
Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made
the representations set forth in Sections 6.1, 6.2 and 6.4.”


E.                 
Other Amendments regarding the Notes. References in Section 2, Section 3 and Section 4 of the Note Purchase
Agreement and in any related defined terms (to the extent such defined terms are used in such Sections) to “Notes”
shall refer to the Series A Notes and not the Series B Notes.


F.                 
Amendment to Schedule A. Schedule A to the Note Purchase Agreement is hereby amended and restated to be
in the form of Schedule A attached hereto.


G.                
New Definitions. The following definitions are hereby added to Schedule B of the Note Purchase Agreement as follows:


“Series
A Notes” shall have the meaning specified in Section 1(a).


“Series
B Notes” shall have the meaning specified in Section 1(a).


H.                
 Amended Definitions. The following definitions in Schedule B of the Note Purchase Agreement are hereby amended and restated
in their entirety as follows:


“Applicable
Rate” means, (a) in the case of the Series A Notes, for any Interest Period, (a) 6.15% per annum until such time as
the Senior Secured Leverage Ratio is less than 3.25:1.00 for two consecutive Fiscal Quarters, as evidenced by the certificates
delivered after the Amendment No. 4 Effective Date pursuant to Section 7.2 with respect to such Fiscal Quarters (the “Initial
Coupon Reduction Date”), and (b) on and after the Initial Coupon Reduction Date, (i) 5.90% per annum if the Senior Secured
Leverage Ratio as of the Fiscal Quarter ended immediately prior to the commencement of such Interest Period is less than 3.25:1.00,
and (ii) 6.15% per annum if the Senior Secured Leverage Ratio as of the Fiscal Quarter ended immediately prior to the commencement
of such Interest Period is greater than or equal to 3.25:1.00., and (b) in the case of the Series B Notes, 5.80%.


“Purchaser”
means each of the purchasers that has executed and delivered this Agreement or a supplement thereto to the Company in connection
with the purchase of any series of Notes and such Purchaser’s successors and assigns (so long as any such assignment complies
with Section 13.2).


I.                   
Amendment regarding Schedule 1. The Note Purchase Agreement is hereby amended by changing references to “Schedule
1” throughout the document to “Schedule 1(a)”.


J.                  
New Exhibit 1(b). The Note Purchase Agreement is hereby amended to add Exhibit 1A attached hereto as Schedule 1(b)
to the Note Purchase Agreement.


9.                 
Confirmation and Ratification of Guaranteed Obligations. By executing this
Agreement, each of the Guarantors hereby (a) consents to this Agreement and the issuance of the Series B Notes, (b) acknowledges
that, notwithstanding the execution and delivery of the Agreement and the Series B Notes, 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 Agreement, and (c) affirms and ratifies the Guaranty,
any other Financing Document executed by it and the Guaranteed Obligations in all respects.




    	12



    	 



    




10.             
GENERAL.


A.                
Governing Law. This Agreement 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.


B.                
Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions
hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate
or render unenforceable such provision in any other jurisdiction.


C.                
Reference to and Effect on the Note Purchase Agreement and the Series B Notes.


(i)                
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 and supplemented hereby.


(ii)              
This Agreement and the Series B Notes constitute a “Financing Document” under (and as defined in) the Note Purchase
Agreement.


(iii)            
Unless the context clearly requires otherwise, or as otherwise expressly provided herein (including as set forth in Section 8E
hereof), all references in the Financing Documents to “Notes” shall include the Series B Notes.


(iv)            
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.


(v)              
Except with respect to the subject matter hereof, the execution, delivery and effectiveness of this Agreement shall not operate
as a waiver of any right, power or remedy of the holders of Notes, 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.                
Expenses. Whether or not the transactions contemplated by this Agreement shall be consummated, and without limiting the
generality of the provisions of Section 21 of the Note Purchase Agreement and Section 4N hereof, the Obligors shall pay all
costs and expenses in connection with the preparation of this Agreement, the Series B Notes and other related loan documents,
including, without limitation, reasonable attorneys’ fees. The Obligors shall pay any and all stamp and other taxes, UCC
search fees, filing fees, and other costs and expenses in connection with the execution and delivery of this Agreement and the
other instruments and documents to be delivered hereunder, and agree to save the Purchasers harmless from and against any and
all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses.







    	13



    	 



    

E.                 
Release of Claims.


(i)                
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 Purchasers, 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 Purchasers 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.


(ii)              
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.


F.                 
Counterparts. This Agreement 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
PAGE FOLLOWS.]




    	14



    	 



    

If
the Purchasers are in agreement with the foregoing, please sign the form of agreement on the accompanying counterparts of this
Agreement, whereupon it shall become a binding agreement under seal between the Purchasers and the Obligors. Please then return
one of such counterparts to the Issuer Representative.





Very
truly yours,


ISSUERS:


DAIRYLAND USA CORPORATION


By: /s/ Alexandros
Aldous_

Name: Alexandros Aldous

Title: General Counsel and Corporate Secretary


THE CHEFS’ WAREHOUSE
MID-ATLANTIC, LLC


By: /s/ Alexandros
Aldous_

Name: Alexandros Aldous

Title: General Counsel and Corporate Secretary


BEL CANTO FOODS, LLC


By: /s/ Alexandros
Aldous_

Name: Alexandros Aldous

Title: General Counsel and Corporate Secretary


THE CHEFS’ WAREHOUSE
WEST COAST, LLC


By: /s/ Alexandros
Aldous_

Name: Alexandros Aldous

Title: General Counsel and Corporate Secretary


THE CHEFS’ WAREHOUSE
OF FLORIDA, LLC


By: /s/ Alexandros
Aldous_

Name: Alexandros Aldous

Title: General Counsel and Corporate Secretary







    	15



    	 



    






GUARANTORS:


THE CHEFS’ WAREHOUSE,
INC.


By: /s/ Alexandros
Aldous_

Name: Alexandros Aldous

Title: General Counsel and Corporate Secretary


CHEFS’ WAREHOUSE
PARENT, LLC


By: /s/ Alexandros
Aldous_

Name: Alexandros Aldous

Title: General Counsel and Corporate Secretary


MICHAEL’S FINER
MEATS, LLC


By: /s/ Alexandros
Aldous_

Name: Alexandros Aldous

Title: General Counsel and Corporate Secretary


MICHAEL’S FINER
MEATS HOLDINGS, LLC


By: /s/ Alexandros
Aldous_

Name: Alexandros Aldous

Title: General Counsel and Corporate Secretary


THE CHEFS’ WAREHOUSE
MIDWEST, LLC


By: /s/ Alexandros
Aldous_

Name: Alexandros Aldous

Title: General Counsel and Corporate Secretary


THE CHEFS’ WAREHOUSE
PASTRY DIVISION, INC.


By: /s/ Alexandros
Aldous_

Name: Alexandros Aldous

Title: General Counsel and Corporate Secretary









    	16



    	 



    






QZ ACQUISITION (USA),
INC.


By: /s/ Alexandros
Aldous_

Name: Alexandros Aldous

Title: General Counsel and Corporate Secretary


QZINA SPECIALTY FOODS
NORTH AMERICA (USA), INC.


By: /s/ Alexandros
Aldous_

Name: Alexandros Aldous

Title: General Counsel and Corporate Secretary


QZINA SPECIALTY FOODS,
INC.


By: /s/ Alexandros
Aldous_

Name: Alexandros Aldous

Title: General Counsel and Corporate Secretary


QZINA SPECIALTY FOODS,
INC.


By: /s/ Alexandros
Aldous_

Name: Alexandros Aldous

Title: General Counsel and Corporate Secretary


QZINA SPECIALTY FOODS
(AMBASSADOR), INC.


By: /s/ Alexandros
Aldous_

Name: Alexandros Aldous

Title: General Counsel and Corporate Secretary


CW LV REAL ESTATE LLC


By: /s/ Alexandros
Aldous_

Name: Alexandros Aldous

Title: General Counsel and Corporate Secretary





    	17



    	 



    

 





ALLEN BROTHERS 1893,
LLC


By: /s/ Alexandros
Aldous_

Name: Alexandros Aldous

Title: General Counsel and Corporate Secretary


THE GREAT STEAKHOUSE
STEAKS, LLC


By: /s/ Alexandros
Aldous_

Name: Alexandros Aldous

Title: General Counsel and Corporate Secretary





    	18



    	 



    

 


SERIES
A PURCHASERS:


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 REINISURANCE 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	 
	 	 








    	19



    	 



    

SERIES
B PURCHASERS:


 


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
	 
	 	 










 


 




    	20



    	 



    

SCHEDULE
A


 


INFORMATION
AS TO PURCHASERS


 


	 	 	 

         

        Registration

        Number(s)
	 

         

        Note

        Denomination(s)

	 	 	 	 
	 	THE
                                         PRUDENTIAL INSURANCE COMPANY OF

        AMERICA
	 

        RA-1
	 

        [*CONFIDENTIAL*]

	 	 	RA-2	[*CONFIDENTIAL*]
	 	 	RB-1	[*CONFIDENTIAL*]
	 	 	RB-2	[*CONFIDENTIAL*]
	(1)	All payments
    on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to: 	 	 
	 	 	 	 
	 	JPMorgan
                                         Chase Bank

        New
        York, NY

        ABA
        No.: 021-000-021

        Account
        No.: [*CONFIDENTIAL*]

        Account
        Name: [*CONFIDENTIAL*]
	 	 
	 	 	 	 
	 	Account
                                         Name: [*CONFIDENTIAL*]

        Account
        No.: [*CONFIDENTIAL*] (please do not include spaces) (in the case of payments on account of Note No. RA-1)

        Each
        such wire transfer shall set forth the name of the Company, a reference to "Series A Guaranteed Senior Secured Notes
        due 2023, PPN: 23390# AB2" and the due date and application (as among principal, interest and Make-Whole Amount)
        of the payment being made.
	 	 
	 	 	 	 
	 	Account
Name: [*CONFIDENTIAL*]

        Account
        No.: [*CONFIDENTIAL*] (please do not include spaces) (in the case of payments on account of Note No. RA-2)

        Each
        such wire transfer shall set forth the name of the Company, a reference to "Series A Guaranteed Senior Secured Notes
        due 2023, PPN: 23390# AB2" and the due date and application (as among principal, interest and Make-Whole Amount)
        of the payment being made.
	 	 
	 	 	 	 
	 	Account
                                         Name: [*CONFIDENTIAL*]

        Account
        No.: [*CONFIDENTIAL*] (please do not include spaces) (in the case of payments on account of Note No. RB-1)

        Each
        such wire transfer shall set forth the name of the Company, a reference to "5.80% Series B Guaranteed Senior Secured
        Notes due 2020, PPN: 23390# AC0" and the due date and application (as among principal, interest and Make-Whole Amount)
        of the payment being made.

         
	 	 




    	21



    	 



    

 


	 	Account
                                         Name: [*CONFIDENTIAL*]

        Account
        No.: [*CONFIDENTIAL*] (please do not include spaces) (in the case of payments on account of Note No. RB-2)

        Each
        such wire transfer shall set forth the name of the Company, a reference to "5.80% Series B Guaranteed Senior Secured
        Notes due 2020, PPN: 23390# AC0" and the due date and application (as among principal, interest and Make-Whole Amount)
        of the payment being made.

         
	 	 
	(2)	Address for all
    notices relating to payments:	 	 
	 	 	 	 
	 	The
                                         Prudential Insurance Company of America

        c/o
        Investment Operations Group

        Gateway
        Center Two, 10th Floor

        100
        Mulberry Street

        Newark,
        NJ 07102-4077

         

        Attention:
        Manager, Billings and Collections
	 	 
	 	 	 	 
	(3)	Address for all
    other communications and notices:	 	 
	 	 	 	 
	 	The
                                         Prudential Insurance Company of America

        c/o
        Prudential Capital Group

        1114
        Avenue of the Americas, 30th Floor

        New
        York, NY 10036

        Attention:
        Managing Director
	 	 
	 	 	 	 
	(4)	Recipient of
    telephonic prepayment notices:	 	 
	 	 	 	 
	 	Manager,
                                         Trade Management Group

        Telephone:
        (973) 367-3141

        Facsimile:
        (888) 889-3832
	 	 
	 	 	 	 
	(5)	Address for Delivery
    of Notes:	 	 
	 	 	 	 
	 	Send
                                         physical security by nationwide overnight delivery service to:

         

        Prudential
        Capital Group

        1114
        Avenue of the Americas, 30th Floor

        New
        York, NY 10036

         

        Attention:
        Thais Alexander, Esq.

        Telephone:
        (212) 626-2067
	 	 
	 	 	 	 
	(6)	Tax Identification
    No.:  22-1211670	 	 
	 	 	 	 


 




    	22



    	 



    

 


	 	 

         

        Registration

        Number(s)
	 

         

        Note

        Denomination(s)

	 	 	 	 
	 	PRUCO LIFE
    INSURANCE COMPANY	RA-3	[*CONFIDENTIAL*]
	 	 	RB-3	[*CONFIDENTIAL*]
	 	 	RB-4	[*CONFIDENTIAL*]
	(1)	All payments
    on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:	 	 
	 	 	 	 
	 	JPMorgan
                                         Chase Bank

        New
        York, NY

        ABA
        No.: 021-000-021

        Account
        No.: [*CONFIDENTIAL*]

        Account
        Name: [*CONFIDENTIAL*]
	 	 
	 	 	 	 
	 	Account
                                         Name: [*CONFIDENTIAL*]

        Account
        No.: [*CONFIDENTIAL*] (please do not include spaces) (in the case of payments on account of Note No. RA-3)
	 	 
	 	 	 	 
	 	Each
                                         such wire transfer shall set forth the name of the Company, a reference to "Series
                                         A Guaranteed Senior Secured Notes due 2023, PPN: 23390# AB2" and the due date and
                                         application (as among principal, interest and Make-Whole Amount) of the payment being
                                         made.

         

        Account
        Name: [*CONFIDENTIAL*]

        Account
        No.: [*CONFIDENTIAL*] (please do not include spaces) (in the case of payments on account of Note No. RB-3)

        Each
        such wire shall set forth the name of the Company, a reference to "Series B Guaranteed Senior Secured Notes due 2020,
        PPN: 23390# AC0", and the due date and application (as among principal, interest and Make-Whole Amount) of the payment
        being made.

         

        Account
        Name: [*CONFIDENTIAL*]

        Account
        No.: [*CONFIDENTIAL*] (please do not include spaces) (in the case of payments on account of Note No. RB-4)

        Each
        such wire shall set forth the name of the Company, a reference to "Series B Guaranteed Senior Secured Notes due 2020,
        PPN: 23390# AC0", and the due date and application (as among principal, interest and Make-Whole Amount) of the payment
        being made.
	 	 
	 	 	 	 
	(2)	Address for all
    notices relating to payments:	 	 
	 	 	 	 
	 	Pruco
                                         Life Insurance Company

        c/o
        The Prudential Insurance Company of America

        c/o
        Investment Operations Group

        Gateway
        Center Two, 10th Floor

        100
        Mulberry Street

        Newark,
        NJ 07102-4077

         

        Attention:
        Manager, Billings and Collections
	 	 




    	23



    	 



    

 


	 	 	 	 
	(3)	Address for all
    other communications and notices:	 	 
	 	 	 	 
	 	Pruco
                                         Life Insurance Company

        c/o
        Prudential Capital Group

        1114
        Avenue of the Americas, 30th Floor

        New
        York, NY 10036

         

        Attention:
        Managing Director
	 	 
	 	 	 	 
	(4)	Recipient of
    telephonic prepayment notices:	 	 
	 	 	 	 
	 	Manager,
                                         Trade Management Group

         

        Telephone:
        (973) 367-3141

        Facsimile:
        (888) 889-3832
	 	 
	 	 	 	 
	(5)	Address for Delivery
    of Notes:	 	 
	 	 	 	 
	 	Send
                                         physical security by nationwide overnight delivery service to:

         

        Prudential
        Capital Group

        1114
        Avenue of the Americas, 30th Floor

        New
        York, NY 10036

         

        Attention:
        Thais Alexander, Esq.

        Telephone:
        (212) 626-2067
	 	 
	 	 	 	 
	(6)	Tax Identification
    No.:  22-1944557	 	 
	 	 	 	 


 


 




    	24



    	 



    

 


	 	 

         

        Registration

        Number(s)
	 

         

        Note

        Denomination(s)

	 	 	 	 
	 	PRUDENTIAL
    ARIZONA REINSURANCE CAPTIVE COMPANY	 

        RA-4
	 

        [*CONFIDENTIAL*]

	 	 	 	 
	(1)	All payments
    on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:	 	 
	 	 	 	 
	 	JPMorgan
                                         Chase Bank

        New
        York, NY

        ABA
        No.: 021-000-021

        Account
        No.: [*CONFIDENTIAL*]

        Account
        Name: [*CONFIDENTIAL*]
	 	 
	 	 	 	 
	 	Account
                                         Name: [*CONFIDENTIAL*]

        Account
        No.: [*CONFIDENTIAL*] (please do not include spaces)
	 	 
	 	 	 	 
	 	Each such wire
    transfer shall set forth the name of the Company, a reference to "Series A Guaranteed Senior Secured Notes due 2023,
    PPN: 23390# AB2", and the due date and application (as among principal, interest and Make-Whole Amount) of the payment
    being made.	 	 
	 	 	 	 
	(2)	Address for all
    notices relating to payments:	 	 
	 	 	 	 
	 	Prudential
                                         Arizona Reinsurance Captive Company

        c/o
        The Prudential Insurance Company of America

        c/o
        Investment Operations Group

        Gateway
        Center Two, 10th Floor

        100
        Mulberry Street

        Newark,
        NJ 07102-4077

         

        Attention:
        Manager, Billings and Collections
	 	 
	 	 	 	 
	(3)	Address for all
    other communications and notices:	 	 
	 	 	 	 
	 	Prudential
                                         Arizona Reinsurance Captive Company

        c/o
        Prudential Capital Group

        1114
        Avenue of the Americas, 30th Floor

        New
        York, NY 10036

         

        Attention:
        Managing Director
	 	 
	 	 	 	 
	(4)	Recipient of
    telephonic prepayment notices:	 	 
	 	 	 	 
	 	Manager,
                                         Trade Management Group

         

        Telephone:
        (973) 367-3141

        Facsimile:
        (888) 889-3832
	 	 




    	25



    	 



    

 


	 	 	 	 
	(5)	Address for Delivery
    of Notes:	 	 
	 	 	 	 
	 	Send
                                         physical security by nationwide overnight delivery service to:

         

        Prudential
        Capital Group

        1114
        Avenue of the America, 30th Floor

        New
        York, NY 10036

         

        Attention:
        Thais Alexander, Esq.

        Telephone:
        (212) 626-2067
	 	 
	 	 	 	 
	(6)	Tax Identification
    No.:  33-1095301	 	 
	 	 	 	 


 




    	26



    	 



    

 


	 	 

         

        Registration

        Number(s)
	 

         

        Note

        Denomination(s)

	 	 	 	 
	 	PRUDENTIAL
    RETIREMENT INSURANCE AND ANNUITY COMPANY	RA-5	[*CONFIDENTIAL*]

         

	 	 	 	 
	(1)	All payments
    on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to: 	 	 
	 	 	 	 
	 	JP
                                         Morgan Chase Bank

        New
        York, NY

        ABA
        No. 021000021

        Account
        No.: [*CONFIDENTIAL*]

        Account
        Name: [*CONFIDENTIAL*]
	 	 
	 	 	 	 
	 	Account
                                         Name: [*CONFIDENTIAL*]

        Account
        No. [*CONFIDENTIAL*] (please do not include spaces)
	 	 
	 	 	 	 
	 	Each such wire
    transfer shall set forth the name of the Company, a reference to "Series A Guaranteed Senior Secured Notes due 2023,
    PPN: 23390# AB2" and the due date and application (as among principal, interest and Make-Whole Amount) of the payment
    being made. 	 	 
	 	 	 	 
	(2)	Address for all
    notices relating to payments:	 	 
	 	 	 	 
	 	Prudential
                                         Retirement Insurance and Annuity Company

        c/o
        Prudential Investment Management, Inc.

        Private
        Placement Trade Management

        PRIAC
        Administration

        Gateway
        Center Four, 7th Floor

        100
        Mulberry Street

        Newark,
        NJ 07102

         

        Telephone:
        (973) 802-8107

        Facsimile:
        (888) 889-3832
	 	 
	 	 	 	 
	(3)	Address for all
    other communications and notices:	 	 
	 	 	 	 
	 	Prudential
                                         Retirement Insurance and Annuity Company

        c/o
        Prudential Capital Group

        1114
        Avenue of the Americas, 30th Floor

        New
        York, NY 10036

         

        Attention:
        Managing Director
	 	 




    	27



    	 



    

 


	 	 	 	 
	(4)	Address for Delivery
    of Notes:	 	 
	 	 	 	 
	 	Send
                                         physical security by nationwide overnight delivery service to:

         

        Prudential
        Capital Group

        1114
        Avenue of the Americas, 30th Floor

        New
        York, NY 10036

         

        Attention:
        Thais Alexander, Esq.

        Telephone:
        (212) 626-2067
	 	 
	 	 	 	 
	(5)	Tax Identification
    No.:  06-1050034	 	 




    	28



    	 



    

EXHIBIT 1A


 


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.




    	29



    	 



    

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:




 





 


 











 




    	30



    	 



    

 





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:


 


 







    	31



    	 



    

Exhibit
3


 


Wire
Instructions


 


 


 


	Bank Name:	JPMorgan Chase Bank
	 	 
	Routing Number (ABA Number):	021000021
	 	 
	Swift Address:	270 Park Avenue

        New York, NY 10017

	 	 
	Account Name (Beneficiary):	[*CONFIDENTIAL*]
	 	 
	Account Number:	[*CONFIDENTIAL*]
	 	 
	Contact:	Chuxiao Maldonado
	 	 










    	32



    	 



    

Exhibit
4C


 


Form
of Amendment to Intercreditor Agreement


 


 




    	33



    	 



    




 





EXECUTION COPY


 


AMENDMENT NO. 1


TO


INTERCREDITOR AGREEMENT


 


THIS AMENDMENT NO.
1 TO INTERCREDITOR AGREEMENT (this “Amendment”), dated as of April 6, 2015, is entered into by and between JPMorgan
Chase Bank, N.A., as Agent (in such capacity, the “Agent”) and Collateral Agent (in such capacity, the “Collateral
Agent”) and the holders of the Pru Notes listed on the signature pages hereof (collectively, the “Pru Noteholders”).
Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Intercreditor Agreement referenced
below.


WITNESSETH


WHEREAS, the Agent,
the Collateral Agent and the Pru Noteholders are parties to an Intercreditor Agreement, dated as of April 17, 2013 (as previously
amended, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”); and


WHEREAS, the Agent,
the Collateral Agent and the Pru Noteholders have agreed to amend the Intercreditor Agreement pursuant to 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 parties hereto hereby agree as follows:


Section 1.Amendments.
Effective as of the date of satisfaction of the conditions precedent set forth in Section 2 below, the Intercreditor
Agreement is hereby amended as follows:


(a)The second WHEREAS
clause in the recitals to the Intercreditor Agreement is hereby amended and restated to read as follows:


 


WHEREAS, the
Pru Noteholders listed on Annex II attached hereto are the holders of (i) the Guaranteed Senior Secured Notes due April
17, 2023 in an aggregate principal amount of $100,000,000 (collectively, as the same may be amended, restated, supplemented or
otherwise modified from time to time, the “Series A Pru Notes”) and (ii) the 5.80% Series B Guaranteed Senior
Secured Notes due October 17, 2020 in an aggregate principal amount of $25,000,000 (collectively, as the same may be amended, restated,
supplemented or otherwise modified from time to time, the “Series B Pru Notes”; the Series A Pru Notes and the
Series B Pru Notes are collectively referred to herein as the “Pru Notes”), in each case, issued pursuant to
a Note Purchase and Guarantee Agreement, dated as of the date hereof between the Loan Parties, on the one hand, and the Pru Noteholders
listed on Annex II attached hereto and such other noteholders as may acquire notes thereunder as therein provided, on the
other hand (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Pru Note
Agreement”);


 


(b)The definition of
“Collateral Agent’s Expenses” set forth in Section 1 of the Intercreditor Agreement is hereby amended
to replace the phrase “and each Collateral Document” with the phrase “, each Collateral Document and each Specified
Transaction Document”.


 



    	34



    	 



    




 


(c)Section 1 of the Intercreditor
Agreement is hereby amended to add the following new term and related definition therein:


“Specified
Transaction Documents” means, collectively, (i) that certain Subordination Agreement, dated as of April 6, 2015, by and
between T.J. Foodservice Co., Inc. and TJ Seafood, LLC, as the Noteholders, and the Collateral Agent and (ii) each other document
designated from time to time as a “Specified Transaction Document” hereunder by the Agent, the Pru Noteholders, and
the Collateral Agent, in each case, as the same may be amended, restated, supplemented or otherwise modified from time to time.


(d)Section
2 of the Intercreditor Agreement is hereby amended to replace, in each of the four instances, the phrase “and the Collateral
Documents” set forth therein with the phrase “, the Collateral Documents and the Specified Transaction Documents”.


(e)Section
3 of the Intercreditor Agreement is hereby amended to (i) add the phrase “and the Specified Transaction Documents”
immediately following the phrase “under the Collateral Documents” set forth therein, (ii) add the phrase “or
the Specified Transaction Documents” immediately following the phrase “under any of the Collateral Documents”
set forth therein and (iii) replace the phrase “or any Collateral Document” set forth therein with the phrase “,
any Collateral Document or any Specified Transaction Document”.


(f)Section
4 of the Intercreditor Agreement is hereby amended and restated to read as follows:


Authorization
to Execute Collateral Documents and Specified Transaction Documents. If the Collateral Agent receives written notice from either
the Agent or a Pru Noteholder at any time or from time to time hereunder that Collateral Documents in connection with the grant
of a security interest in and lien against the assets of a Borrower and/or a Guarantor or that Specified Transaction Documents,
in either case, are required pursuant to the Bank Credit Agreement or the Pru Note Agreement, the Collateral Agent is authorized
to and shall execute and deliver such Collateral Documents or such Specified Transaction Documents, as applicable, as the Agent
or such Pru Noteholder shall direct requiring execution and delivery by it and is authorized to and shall accept delivery from
any Borrower of such Collateral Documents or such Specified Transaction Documents, as applicable, as the Agent or the Pru Noteholder
shall direct which do not require execution by the Collateral Agent, provided, however, that the Collateral Agent shall not execute
a Collateral Document or Specified Transaction Document providing for a lien on real property without the approval of the Requisite
Secured Parties.


(g)Section
5 of the Intercreditor Agreement is hereby amended to (i) replace the phrase “and the Collateral Documents” set
forth therein with the phrase “, the Collateral Documents and the Specified Transaction Documents” and (ii) replace
the phrase “or any Collateral Document” with the phrase “, any Collateral Document or any Specified Transaction
Document”.


(h)Section
6 of the Intercreditor Agreement is hereby amended to add the phrase “and Specified Transaction Documents” immediately
following the phrase “any of the Collateral Documents”.



    	35



    	 



    




(i) Section
7 of the Intercreditor Agreement is hereby amended to (i) replace the phrase “and any of the Collateral Document”
with the phrase “, any of the Collateral Documents and any of the Specified Transaction Documents”, (ii) replace the
phrase “or any of the Collateral Documents” with the phrase “, any of the Collateral Documents or any of the
Specified Transaction Documents” and (iii) replace the phrase “and the Collateral Documents” with the phrase
“, the Collateral Documents and the Specified Transaction Documents”.


(j)Sections
11 and 12 of the Intercreditor Agreement is hereby amended to replace, in each instance, the phrase “and the Collateral
Documents” set forth therein with the phrase “, the Collateral Documents and the Specified Transaction Documents”.


(k) Section
13 of the Intercreditor Agreement is hereby amended to (i) replace, in each of the two instances, the phrase “any Collateral
Document or Guaranty” set forth therein with the phrase “any Collateral Document, Specified Transaction Document or
Guaranty” and (ii) replace the phrase “any Collateral Document, Guaranty” set forth therein with the phrase “any
Collateral Document, Specified Transaction Document, Guaranty”.


(l)Section
14 of the Intercreditor Agreement is hereby amended to (i) add the phrase “or Specified Transaction Document” immediately
following the phrase “under any Collateral Document” and (ii) add the phrase “and the Specified Transaction Documents”
immediately following the phrase “and under the Collateral Documents”.


(m)Section
16 of the Intercreditor Agreement is hereby amended to (i) add the phrase “, Specified Transaction Documents” immediately
following the phrase “under its Collateral Documents,” set forth therein and (ii) add, in each instance, the phrase
“or the Specified Transaction Documents” immediately following the phrase “of the Collateral Documents”
set forth therein.


(n)Section
18 of the Intercreditor Agreement is hereby amended to add, in each of the three instances, the phrase “and the Specified
Transaction Documents” immediately following the phrase “under the Collateral Documents” set forth therein.


(o)Section
21 of the Intercreditor Agreement is hereby amended to (i) add the phrase “and the Specified Transaction Documents”
at the end of the title thereof and (ii) add the phrase “or any Specified Transaction Document” immediately following
the phrase “any Collateral Document” set forth therein.


(p)Section
23 of the Intercreditor Agreement is hereby amended to add the phrase “or the Specified Transaction Documents”
immediately after the phrase “under the Collateral Documents” set forth therein.


(q)Section
38 of the Intercreditor Agreement is hereby amended to add the phrase “, the Specified Transaction Documents,”
immediately following the phrase “the Collateral Documents” set forth therein.


(r)Annex I
to the Intercreditor Agreement is hereby amended and restated to read as set forth on Exhibit A hereto.


Section 2.Conditions
of Effectiveness. This Amendment shall be effective upon the execution by each of the parties hereto of a counterpart signature
page to this Amendment.



    	36



    	 



    




Section 3.Effect
on Intercreditor Agreement.


(a)Upon the effectiveness
of this Amendment, on and after the date hereof, each reference in the Intercreditor Agreement to “this Agreement,”
“hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to the
Intercreditor Agreement, as amended and modified hereby.


(b)Except as specifically
amended and modified above, the Intercreditor Agreement 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.


Section 4.Governing
Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THIS AGREEMENT
CONSTITUTES THE ENTIRE UNDERSTANDING BETWEEN THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ANY PRIOR
AGREEMENTS, WRITTEN OR ORAL, WITH RESPECT THERETO.


Section 5.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.


Section 6.Counterparts.
This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts and all of
said counterparts taken together shall be deemed to constitute one and the same instrument. Facsimile or other electronic transmission
of the signature of any party hereto shall be effective as an original signature.


[The remainder of this page is intentionally
blank.]




    	37



    	 



    

 


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


 


	 	JPMORGAN CHASE BANK, N.A., as the Agent and the Collateral Agent
	 	 
	 	 
	 	By 	 
	 	 	Name:
	 	 	Title:








 






    	38



    	 



    




 





	 	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, as a Pru Noteholder 
	 	 
	 	By:	 
	 	Name:	 
	 	Title: 	Vice President
	 	 	 	 
	 	 	 	 
	 	PRUCO LIFE INSURANCE COMPANY, as a Pru Noteholder
	 	 	 	 
	 	 	 	 
	 	By:	 
	 	Name:	 	 
	 	Title: 	Assistant Vice President
	 	 	 	 
	 	 	 	 
	 	PRUDENTIAL ARIZONA REINSURANCE CAPTIVE COMPANY, as a Pru Noteholder
	 	 	 	 
	 	By:	Prudential Investment Management, Inc.,
	 	 	as investment manager
	 	 	 	 
	 	 	 	 
	 	 	By: 	 
	 	 	Name:	 
	 	 	Title: 	Vice President
	 	 	 	 
	 	 	 	 
	 	PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY, as a Pru Noteholder
	 	 	 	 
	 	By:	Prudential Investment Management, Inc.,
	 	 	as investment manager
	 	 	 	 
	 	 	 	 
	 	 	By:	 
	 	 	Name:	 
	 	 	Title: 	Vice President







  




    	39



    	 



    

 


Acknowledged and agreed as of the date first
written above:


 


	 	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:  	 








    	40



    	 



    

 





	 	THE CHEFS’ WAREHOUSE, INC. 
	 	 
	 	By: 	 
	 	Name:  	 
	 	Title:  	 
	 	 	 
	 	 	 
	 	CHEFS’ WAREHOUSE PARENT, LLC 
	 	 
	 	By: 	 
	 	Name:  	 
	 	Title:  	 
	 	 	 
	 	 	 
	 	MICHAEL’S FINER MEATS, LLC 
	 	 
	 	By: 	 
	 	Name:  	 
	 	Title:  	 
	 	 	 
	 	 	 
	 	MICHAEL’S FINER MEATS HOLDINGS, LLC 
	 	 
	 	By: 	 
	 	Name:  	 
	 	Title:  	 
	 	 	 
	 	 	 
	 	THE CHEFS’ WAREHOUSE MIDWEST, LLC 
	 	 
	 	By: 	 
	 	Name:  	 
	 	Title:  	 
	 	 	 
	 	 	 
	 	THE CHEFS’ WAREHOUSE PASTRY DIVISION, INC. 
	 	 
	 	By: 	 
	 	Name:  	 
	 	Title:  	 







 







    	41



    	 



    

 





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




 






    	42



    	 



    

 








	 	ALLEN BROTHERS 1893, LLC 
	 	 
	 	By: 	 
	 	Name:  	 
	 	Title:  	 
	 	 	 
	 	 	 
	 	THE GREAT STEAKHOUSE STEAKS, LLC 
	 	 
	 	By: 	 
	 	Name:  	 
	 	Title:	 




 






    	43



    	 



    




 


Exhibit A





 


NOTICE INFORMATION: Any notice or other information required to
be delivered hereunder to the Agent, the Banks and/or the Collateral Agent shall be delivered to the following:


 


JPMorgan Chase Bank, N.A.


106 Corporate Park Drive


White Plains, New York 10604-3806


Attention: Diane Bredehoft


Telecopy No.: 914-993-7909


diane.bredehoft@chase.com




 


 




    	44



    	 



    

 


Exhibit
4D


 


Form
of Amendment to Bank Credit Agreement


 




    	45



    	 



    

EXECUTION
COPY


 


AMENDMENT
NO. 5


Dated
as of April 6, 2015


to


AMENDED
AND RESTATED CREDIT AGREEMENT


THIS
AMENDMENT NO. 5 (this “Amendment”) is made as of April 6, 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 and the Administrative Agent agree to certain amendments to the Credit
Agreement; and


WHEREAS,
the Borrowers, the Lenders party hereto and the Administrative Agent 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 and the Administrative
Agent hereby agree to enter into this Amendment.


1.             Amendments
to the Credit Agreement. Effective as of the date of satisfaction of the conditions precedent set forth in Section 2
below, the parties hereto agree that the Credit Agreement is hereby amended as follows:


(a)            The
definition of “Prudential Financing” appearing in Section 1.01 of the Credit Agreement is hereby amended
to (x) replace the figure “$100,000,000” set forth therein with the figure “$125,000,000” and (y) replace
the reference to “April 17, 2023” set forth therein with “(i) April 17, 2023, in the case of the Prudential
Series A Notes, and (ii) October 17, 2020, in the case of the Prudential Series B Notes,”.


(b)             The
definition of “Prudential Notes” appearing in Section 1.01 of the Credit Agreement is hereby amended
and restated in its entirety to read as follows:


““Prudential
Notes” means, collectively, (i) the Prudential Series A Notes and (ii) the Prudential Series B Notes.”




    	46



    	 



    

(c)             Section
1.01 of the Credit Agreement is hereby amended to insert the following new definitions in the appropriate alphabetical order:


““Prudential
Series A Notes” means the Guaranteed Senior Secured Notes due April 17, 2023 issued by the Prudential Note Co-Issuers
pursuant to the terms of the Prudential Note Agreement in connection with the Prudential Financing, as they may be amended, restated,
supplemented or otherwise modified from time to time.”


““Prudential
Series B Notes” means the 5.80% Series B Guaranteed Senior Secured Notes due October 17, 2020 issued by the Prudential
Note Co-Issuers pursuant to the terms of the Prudential Note Agreement in connection with the Prudential Financing, as they may
be amended, restated, supplemented or otherwise modified from time to time.”


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,
and the Administrative Agent;


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


(c)             the
conditions precedent to the effectiveness of that certain Amendment No. 4 to the Credit Agreement, dated as of January 9, 2015,
shall have been satisfied.


3.             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 B hereto.


4.             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 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 Loan Parties set forth in the Credit Agreement, as amended hereby, are true and correct
in all material 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).


5.             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.




    	47



    	 



    

(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.


6.             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.


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


8.             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.


9.             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]




    	48



    	 



    

 


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


 


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:


 


Signature
Page to Amendment No. 5 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


 




    	49



    	 



    

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:_______________________________________


Name:
Diane Bredehoft


Title:
Authorized Officer


 


Signature
Page to Amendment No. 5 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


 





    	50



    	 



    

GE
CAPITAL BANK, formerly known as GE CAPITAL FINANCIAL INC.,


as
a Lender


 


 


By:_______________________________________


Name:


Title:


 


Signature
Page to Amendment No. 5 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


 




    	51



    	 



    

WELLS
FARGO BANK, NATIONAL ASSOCIATION,


as
a Lender


 


 


By:_______________________________________


Name:


Title:


 


Signature
Page to Amendment No. 5 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


 




    	52



    	 



    

BMO
HARRIS FINANCING, INC.,


as
a Lender


 


 


By:_______________________________________


Name:


Title:


 


Signature
Page to Amendment No. 5 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


 




    	53



    	 



    

BRANCH
BANKING AND TRUST COMPANY,


as
a Lender


 


 


By:_______________________________________


Name:


Title:


 


Signature
Page to Amendment No. 5 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


 




    	54



    	 



    

EXHIBIT
A


Consent
and Reaffirmation


Each
of the undersigned hereby acknowledges receipt of a copy of the foregoing Amendment No. 5 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. 5 to Amended and Restated Credit Agreement is dated
as of April 6, 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
April 6, 2015


[Signature
Page Follows]




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


 


 


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:


 


 


 


 Signature Page to Consent
and Reaffirmation to Amendment No. 5 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







 




    	56



    	 



    

THE
CHEFS’ WAREHOUSE, INC.


By:_______________________________________


Name:

Title:


CHEFS’
WAREHOUSE PARENT, LLC


By:_______________________________________


Name:

Title:


MICHAEL’S
FINER MEATS, LLC


By:_______________________________________


Name:

Title:


MICHAEL’S
FINER MEATS HOLDINGS, LLC


By:_______________________________________


Name:

Title:


THE
CHEFS’ WAREHOUSE MIDWEST, LLC


By:_______________________________________


Name:

Title:


THE
CHEFS’ WAREHOUSE PASTRY DIVISION, INC.


By:_______________________________________


Name:

Title:


 


 


 


Signature Page to Consent and Reaffirmation
to Amendment No. 5 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


 


 





    	57



    	 



    

QZ
ACQUISITION (USA), INC.


By:_______________________________________


Name:

Title:


QZINA
SPECIALTY FOODS NORTH AMERICA (USA), INC.


By:_______________________________________


Name:

Title:


QZINA
SPECIALTY FOODS, INC., a Florida corporation


By:_______________________________________


Name:

Title:


QZINA
SPECIALTY FOODS, INC., a Washington corporation


By:_______________________________________


Name:

Title:


QZINA
SPECIALTY FOODS (AMBASSADOR), INC.


By:_______________________________________


Name:

Title:


CW
LV REAL ESTATE LLC


By:_______________________________________


Name:

Title:


 


 


 


Signature Page to Consent and Reaffirmation
to Amendment No. 5 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


 




    	58



    	 



    

ALLEN
BROTHERS 1893, LLC


By:_______________________________________


Name:

Title:


THE
GREAT STEAKHOUSE STEAKS, LLC


By:_______________________________________


Name:

Title:


 


 


 


Signature Page to Consent and Reaffirmation
to Amendment No. 5 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



 




    	59



    	 



    

EXHIBIT
B


Amendment
to Intercreditor Agreement


[Attached]


 


 


 




    	60



    	 



    

Exhibit
4E


 


Form
of Reaffirmation and Confirmation of Collateral Documents


 




    	61



    	 



    

REAFFIRMATION
AND CONFIRMATION OF COLLATERAL DOCUMENTS


 


THIS
REAFFIRMATION AND CONFIRMATION OF COLLATERAL DOCUMENTS (this “Agreement”) is entered into as of April 6, 2015
by DAIRYLAND USA CORPORATION, a New York corporation, THE CHEFS’ WAREHOUSE MID-ATLANTIC, LLC, a Delaware limited liability
company, BEL CANTO FOODS, LLC, a New York limited liability company, THE CHEFS’ WAREHOUSE WEST COAST, LLC, a Delaware limited
liability company, THE CHEFS’ WAREHOUSE OF FLORIDA, LLC, a Delaware limited liability company, THE CHEFS’ WAREHOUSE,
INC., a Delaware corporation (the “Company”), CHEFS’ WAREHOUSE PARENT, LLC, a Delaware limited liability
company, MICHAEL’S FINER MEATS, LLC, a Delaware limited liability company, MICHAEL’S FINER MEATS HOLDINGS, LLC, a
Delaware limited liability company, THE CHEFS’ WAREHOUSE MIDWEST, LLC, a Delaware limited liability company, THE CHEFS’
WAREHOUSE PASTRY DIVISION, INC., a Delaware corporation, QZ ACQUISITION (USA), INC., a Delaware corporation, QZINA SPECIALTY FOODS
NORTH AMERICA (USA), INC., a Delaware corporation, QZINA SPECIALTY FOODS, INC., a Florida corporation, QZINA SPECIALTY FOODS,
INC., a Washington corporation, QZINA SPECIALTY FOODS (AMBASSADOR), INC., a California corporation, CW LV REAL ESTATE LLC, a Delaware
limited liability company, ALLEN BROTHERS 1893, LLC, a Delaware limited liability company, and THE GREAT STEAKHOUSE STEAKS, LLC,
a Delaware limited liability company (each a “Grantor”, and collectively, the “Grantors”).


 


PRELIMINARY
STATEMENTS


 


WHEREAS,
the Grantors entered into that certain Amended and Restated Pledge and Security Agreement with JPMorgan Chase Bank, N.A., as Collateral
Agent, dated as of April 25, 2012, as amended and restated as of April 17, 2013 (as amended, amended and restated, supplemented
or otherwise modified from time to time, the “Security Agreement”).


 


WHEREAS,
each Grantor is entering into this Agreement to, among, other things, (i) ratify, reaffirm and confirm its obligations under the
terms of the Security Agreement and (ii) induce the purchasers of the Series B Notes (as defined in the Note Agreement) to purchase
the Series B Notes (as defined in the Note Agreement) pursuant to the Note Agreement on the date hereof in an aggregate principal
amount of $25,000,000.


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed that:


 


1.Definitions.
All capitalized terms not defined herein shall have the respective meaning given to them in the Security Agreement.


 


2.Interpretation.
In the event that any provision of this Agreement are deemed to conflict with the Security Agreement, the provisions of the Security
Agreement shall govern.


 


3.The
Security Interest. Each Grantor hereby (a) reaffirms the security interest granted under the terms and conditions of the Security
Agreement, (b) agrees that such security interest remains in full force and effect and is hereby ratified, reaffirmed and confirmed
and (c) acknowledges and agrees that the Secured Obligations include the Series B Notes (as defined in the Note Agreement) being
issued on the date hereof.


 




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4.Counterparts.
This Agreement 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.


 


5.Governing
Law. This Agreement 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.


 


 


 


 


 


 


[Signature
Pages Follow]




    	63



    	 



    

IN
WITNESS WHEREOF, each Grantor has executed this Agreement effective as of the date first written above.


 


GRANTORS:


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:


 


 




    	64



    	 



    

THE
CHEFS’ WAREHOUSE, INC.


By:_______________________________________


Name:

Title:


CHEFS’
WAREHOUSE PARENT, LLC


By:_______________________________________


Name:

Title:


MICHAEL’S
FINER MEATS, LLC


By:_______________________________________


Name:

Title:


MICHAEL’S
FINER MEATS HOLDINGS, LLC


By:_______________________________________


Name:

Title:


THE
CHEFS’ WAREHOUSE MIDWEST, LLC


By:_______________________________________

Name:

Title:


THE
CHEFS’ WAREHOUSE PASTRY DIVISION, INC.


By:_______________________________________


Name:

Title:




    	65



    	 



    

QZ
ACQUISITION (USA), INC.


By:_______________________________________


Name:

Title:


QZINA
SPECIALTY FOODS NORTH AMERICA (USA), INC.


By:_______________________________________


Name:

Title:


QZINA
SPECIALTY FOODS, INC.


By:_______________________________________


Name:

Title:


QZINA
SPECIALTY FOODS, INC.


By:_______________________________________


Name:

Title:


QZINA
SPECIALTY FOODS (AMBASSADOR), INC.


By:_______________________________________


Name:

Title:


CW
LV REAL ESTATE LLC


By:_______________________________________


Name:

Title:




    	66



    	 



    

ALLEN
BROTHERS 1893, LLC


By:_______________________________________


Name:

Title:


THE
GREAT STEAKHOUSE STEAKS, LLC


By:_______________________________________


Name:

Title:


 


 


 


 


 




    	67



    	 



    

Exhibit
6


 


Use
of Proceeds


 


 


The
proceeds of the sale of the Series B Notes will be used on or after the Effective Date by the Issuers (a) to consummate the Specified
Acquisition and for the payment of costs, fees and expenses related thereto or (b) to repay amounts borrowed under the Bank Credit
Agreement to consummate the Specified Acquisition and for the payment of costs, fees and expenses related thereto.


 




 



    	68