The Chefs’ Warehouse, Inc. 8-K


Exhibit
10-1  


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.”


 






    	



    	 



    

 


(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.


 


(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.


 






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(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]


 









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


 


 


	 	DAIRYLAND USA CORPORATION
	 	 















	 	By:	/s/ 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






 





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


 









    	 



    	 



    

  


	 	JPMORGAN CHASE BANK, N.A.,
	 	individually as a Lender, as the Swingline Lender, as the
Issuing Bank, as Administrative Agent and as Collateral Agent
	 	 











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






  





Signature Page to Amendment No. 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


 



    	 



    	 



    

 








	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	as a Lender
	 	 






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






 





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


 









    	 



    	 



    




 





	 	BMO HARRIS FINANCING, INC.,
	 	as a Lender
	 	 



	 	By:	 /s/ Mark W. Piekos
	 	Name:	 Mark W. Piekos
	 	Title:	Managing Director



 





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








 






    	 



    	 



    




 





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



	 	By:	 /s/ Woodrow Broaders Jr.
	 	Name:	 Woodrow Broaders Jr.
	 	Title:	Duly Authorized Signatory



 





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


 









    	 



    	 



    




 





	 	BRANCH BANKING AND TRUST COMPANY,
	 	as a Lender
	 	 



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



 








Signature Page to Amendment No. 5 to


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


The Chefs’ Warehouse, Inc. et al


 









    	 



    	 



    

 


EXHIBIT A


 


Consent and Reaffirmation


 


Each of the undersigned hereby
acknowledges receipt of a copy of the foregoing Amendment No. 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]








 






    	 



    	 



    

 


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


 





	 	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


 





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


 














    	 



    	 



    

 





	 	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


 





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


 






    	 



    	 



    

 








	 	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., a Florida corporation
	 	 







	 	By:	 /s/ Alexandros Aldous
	 	Name:	 Alexandros Aldous
	 	Title:	General Counsel and Corporate Secretary


  





	 	QZINA SPECIALTY FOODS, INC., a Washington corporation
	 	 







	 	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





 





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


 









    	 



    	 



    

 





	 	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





 





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


  






    	 



    	 



    

 










EXHIBIT B


 


Amendment to Intercreditor Agreement


 


[Attached]


  



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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”.


 






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(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”.


 






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(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.


 






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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.]


 






    	19



    	 



    

  


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



  





Signature Page to Amendment No. 1 to Intercreditor
Agreement







 






    	 



    	 



    

  


	 	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, as a Pru Noteholder
	 	 	 	 
	 	By: 	/s/ Tannis Fussell
	 	Name: 	Tannis Fussell	 
	 	Title: 	Vice President	 
	 	 	 	 
	 	





PRUCO LIFE INSURANCE COMPANY, as a Pru Noteholder



	 	 	 	 
	 	By:	/s/ Tannis Fussell
	 	Name: 	Tannis Fussell	 
	 	Title: 	Assistant Vice President	 
	 	 	 	 
	 	PRUDENTIAL ARIZONA REINSURANCE CAPTIVE COMPANY, as a Pru
Noteholder
	 	 	 	 
	 	





By:

 	Prudential Investment Management, Inc.,





as investment manager



	 	 	 	 






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





as investment manager



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






 









Signature Page to Amendment No. 1 to Intercreditor
Agreement







 






    	 



    	 



    

   











Acknowledged and agreed as of the date first
written above:





 





	 	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



  








Signature Page to Amendment No. 1 to Intercreditor
Agreement
 







    	 



    	 



    

 





	 	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






 

















Signature Page to Amendment No. 1 to Intercreditor
Agreement







 






    	 



    	 



    

 





	 	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., a Florida corporation
	 	 	 
	 	By:	/s/ Alexandros Aldous
	 	Name:	Alexandros Aldous
	 	Title:	General Counsel and Corporate
Secretary
	 	 	 
	 	QZINA SPECIALTY FOODS, INC., a Washington corporation
	 	 	 
	 	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







Signature Page to Amendment No. 1 to Intercreditor
Agreement







 






    	 



    	 



    

  


	 	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
	 	 	 



 






    	 



    	 



    

 





























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