Exhibit



THE CHEFS’ WAREHOUSE, INC. 10-K





Exhibit 10.49




AMENDMENT   NO.  8 TO NOTE  PURCHASE   AND GUARANTEE   AGREEMENT


THIS     AMENDMENT      NO.     8      TO    NOTE     PURCHASE      AND    GUARANTEE AGREEMENT    (this  "Amendment")     is  made  as  of  February   26,  2016  by and  among   Dairyland   USA Corporation,    a  New   York   corporation    ("Dai1yland"),    The   Chefs'    Warehouse    Mid-Atlantic,    LLC,   a Delaware   limited  liability  company   ("CW  Mid-Atlantic"),    Bel  Canto  Foods,  LLC,  a New  York  limited liability  company  ("Bel  Canto"),   The  Chefs'   Warehouse   West  Coast,  LLC,  a Delaware   limited  liability company  ("CW  West  Coast"),  and  The  Chefs'   Warehouse   of Florida,  LLC,  a Delaware   limited  liability company  ("CW  Florida",  and together  with  Dairyland,  CW Mid-Atlantic,   Bel Canto and CW West Coast, the  "Issuers"),   each  of the  Guarantors   whose  names  appear  on the  signature  pages  hereto  (together  with the Issuers,  collectively,   the "Obligors"),   and each of the holders  of the Notes  whose  names appear  on the signature  pages  hereto  ( each a "Noteholder"   and collectively,  the "Noteholders").


WHEREAS,   the Obligors  and the Noteholders   are party to that certain  Note  Purchase  and Guarantee   Agreement   dated  as of April  17, 2013,  as amended  by that  certain  Amendment  No.  1      to Note Purchase   and  Guarantee   Agreement   dated  as  of July  23,  2014,  that  certain  Amendment   No.  2 to Note Purchase  and Guarantee  Agreement  dated  as of November  4, 2014, that certain  Amendment  No. 3  to Note Purchase  and Guarantee  Agreement  dated  as of December  3, 2014,  that certain  Amendment  No.  4 to Note Purchase  and Guarantee   Agreement  dated  as of January  9, 2015,  that certain  Supplemental   Note  Purchase and Guarantee  Agreement  and Amendment   Agreement  dated  as of April 6, 2015, that certain  Amendment No.  6 to Note  Purchase  and  Guarantee   Agreement   dated  as of July  1,   2015  and  that  certain  Waiver  and Amendment   No.  7  to Note  Purchase   and  Guarantee   Agreement   dated  as  of  December   18, 2015  (as  so amended    and   supplemented,    and   as  may   be  further   amended,   restated,   supplemented    or  otherwise modified   from  time  to time,  the  "Note  Purchase  Agreement"),   pursuant  to  which  the  Issuers  issued  and sold (i) $100,000,000   in aggregate   principal  amount  of their  Guaranteed   Senior  Secured  Notes  due April 17, 2023  (as  amended,   restated  or  otherwise   modified   from  time  to time  pursuant  to  Section   18  of the Note  Purchase  Agreement  and  including  any such notes  issued  in substitution  therefor  pursuant  to Section JJ. of the  Note  Purchase   Agreement,   the  "Series  A Notes"),  and  (ii)  $25,000,000   in aggregate   principal amount  of their  5.80%  Series  B Guaranteed   Senior  Secured  Notes  due  October   17, 2020  (as  amended, restated  or otherwise   modified  from  time  to time  pursuant  to Section  18 of the Note  Purchase  Agreement and  including  any  such  notes  issued  in substitution   therefor  pursuant  to  Section  13  of the Note  Purchase Agreement,  the "Series  B Notes";  and together  with the Series A Notes,  collectively,   the "Notes");


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


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


WHEREAS,   the Noteholders   constitute  the Required  Holders;


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


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


2.           Amendments   to the Note  Purchase  Agreement.    Subject  to the satisfaction  of the conditions    precedent   set  forth   in  Section   3    below,   and  effective   as  of  the  date  such  conditions   are satisfied,  the parties  hereto  agree that the Note  Purchase  Agreement   is hereby  amended  as follows:


(a)          Section   10.2 of the Note  Purchase  Agreement   is hereby  amended  by (i) deleting the  "and"  at the  end  of clause  (p) thereof,  (ii)  adding  an "and"  at the  end  of clause  (q) thereof immediately   following  the";",    and  (iii) adding  the  following  new  clause  (r) thereto  immediately following  clause  ( q):






THE CHEFS’ WAREHOUSE, INC. 10-K







"(r)    Liens  representing   any interest  of a sub lessee arising  by virtue  of being granted  a sublease  permitted  by Section  10.5(i)."


(b)         Section   10.5 of the Note  Purchase  Agreement   is hereby  amended  by (i) deleting the  "and"  at the  end  of clause  (g) thereof,  (ii)  adding  an "and"  at the  end  of clause  (h) thereof immediately   following  the ";",  and  (iii) adding  the  following  new clause  (i) thereto  immediately following  clause  (h):


"(i)        subleases  entered  into  in the  ordinary  course  of business,  to the  extent  that they do not materially   interfere  with  the business  of the Company  and  its Subsidiaries  taken  as a whole."


(c)         The  definition   of "Fixed  Charges"   set forth  in Schedule  B to the Note  Purchase Agreement   is hereby  amended  by deleting  the phrase  "prepayments   ( other than  Excess  Cash Flow prepayments)   and"  set forth therein.


(d)         The   definition   of  "Prepayment    Event"   set  forth   in  Schedule   B  to  the  Note Purchase   Agreement    is  hereby   amended   by  adding   the  following   parenthetical    to  the  end  of clause  (a) thereof  immediately   following  the reference  to "Obliger"   and  immediately   prior to the ";":  "( other than  dispositions   described  in Section  10.5(i)".


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


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


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


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


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


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


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


(c)         The  Lenders   and  administrative    agent   under  the  Bank  Amendment    have  not received   and will  not  receive  any  fee or consideration   in connection   with  the  Bank  Amendment   and the matters  covered  thereby.


5.           Confirmation    and  Ratification   of  Guaranteed    Obligations.      By  executing   this Amendment,   each of the Guarantors  hereby (a) consents  to this Amendment,  (b) acknowledges  that, notwithstanding   the  






THE CHEFS’ WAREHOUSE, INC. 10-K





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


6.           Reference  to and Effect on the Note  Purchase  Agreement.


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


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


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


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


7.           Release  of Claims.


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


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


8.           Governing  Law.  This Amendment   shall be construed  and enforced  in accordance with,  and the rights of the parties  hereto  shall  be governed  by, the law of the State of New York excluding choice  of law principles  that would  permit  the application  of the laws of a different jurisdiction.


9.           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.


10.         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]







THE CHEFS’ WAREHOUSE, INC. 10-K





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


	
		
	ISSUERS:

	 

	DAIRYLAND  USA CORPORATION

	 
	 

	By:
	/s/ John D. Austin

	Name:
	John D. Austin

	Title:
	CFO






	
		
	THE CHEFS' WAREHOUSE MID-ATLANTIC,LLC

	 
	 

	By:
	/s/ John D. Austin

	Name:
	John D. Austin

	Title:
	CFO






	
		
	BEL CANTO FOODS, LLC

	 
	 

	By:
	/s/ John D. Austin

	Name:
	John D. Austin

	Title:
	CFO






	
		
	THE CHEFS' WAREHOUSE WEST COAST, LLC

	 
	 

	By:
	/s/ John D. Austin

	Name:
	John D. Austin

	Title:
	CFO






	
		
	THE CHEFS' WAREHOUSE OF FLORIDA, LLC

	 
	 

	By:
	/s/ John D. Austin

	Name:
	John D. Austin

	Title:
	CFO




















[Chefs' Warehouse - Signature Page to Amendment No. 8 to Note Purchase and Guarantee Agreement]






THE CHEFS’ WAREHOUSE, INC. 10-K







	
		
	GUARANTORS:

	 

	THE CHEFS' WAREHOUSE, INC.

	 
	 

	By:
	/s/ John D. Austin

	Name:
	John D. Austin

	Title:
	CFO






	
		
	CHEFS' WAREHOUSE PARENT, LLC

	 
	 

	By:
	/s/ John D. Austin

	Name:
	John D. Austin

	Title:
	CFO






	
		
	MICHAEL'S FINER MEATS, LLC

	 
	 

	By:
	/s/ John D. Austin

	Name:
	John D. Austin

	Title:
	CFO






	
		
	MICHAEL'S FINER MEATS HOLDINGS, LLC

	 
	 

	By:
	/s/ John D. Austin

	Name:
	John D. Austin

	Title:
	CFO






	
		
	THE CHEFS' WAREHOUSE MIDWEST, LLC

	 
	 

	By:
	/s/ John D. Austin

	Name:
	John D. Austin

	Title:
	CFO






	
		
	THE CHEFS' WAREHOUSE PASTRY DIVISION, INC.

	 
	 

	By:
	/s/ John D. Austin

	Name:
	John D. Austin

	Title:
	CFO






















[Chefs' Warehouse - Signature Page to Amendment No. 8 to Note Purchase and Guarantee Agreement]






THE CHEFS’ WAREHOUSE, INC. 10-K







	
		
	QZ ACQUISITION (USA), INC.

	 
	 

	By:
	/s/ John D. Austin

	Name:
	John D. Austin

	Title:
	CFO






	
		
	QZINA SPECIALTY FOODS NORTH AMERICA (USA), INC.

	 
	 

	By:
	/s/ John D. Austin

	Name:
	John D. Austin

	Title:
	CFO






	
		
	QZINA SPECIALTY FOODS, INC., a Florida corporation

	 
	 

	By:
	/s/ John D. Austin

	Name:
	John D. Austin

	Title:
	CFO






	
		
	QZINA SPECIALTY FOODS, INC., a Washington corporation

	 
	 

	By:
	/s/ John D. Austin

	Name:
	John D. Austin

	Title:
	CFO






	
		
	QZINA SPECIALTY FOODS (AMBASSADOR), INC.

	 
	 

	By:
	/s/ John D. Austin

	Name:
	John D. Austin

	Title:
	CFO






	
		
	CW LV REAL ESTATE LLC

	 
	 

	By:
	/s/ John D. Austin

	Name:
	John D. Austin

	Title:
	CFO
























[Chefs' Warehouse - Signature Page to Amendment No. 8 to Note Purchase and Guarantee Agreement]






THE CHEFS’ WAREHOUSE, INC. 10-K







	
		
	ALLEN BROTHERS 1893, LLC

	 
	 

	By:
	/s/ John D. Austin

	Name:
	John D. Austin

	Title:
	CFO






	
		
	THE GREAT STEAKHOUSE STEAKS, LLC

	 
	 

	By:
	/s/ John D. Austin

	Name:
	John D. Austin

	Title:
	CFO






	
		
	DEL MONTE CAPITOL MEAT COMPANY HOLDINGS, LLC

	 
	 

	By:
	/s/ John D. Austin

	Name:
	John D. Austin

	Title:
	CFO






	
		
	DEL MONTE CAPITOL MEAT COMPANY, LLC

	 
	 

	By:
	/s/ John D. Austin

	Name:
	John D. Austin

	Title:
	CFO


















































[Chefs' Warehouse - Signature Page to Amendment No. 8 to Note Purchase and Guarantee Agreement]






THE CHEFS’ WAREHOUSE, INC. 10-K







	
		
	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

	 
	 

	By:
	/s/ Matthew Douglass

	Name:
	Matthew Douglass

	Title:
	Vice President






	
		
	PRUCO LIFE INSURNACE COMPANY

	 
	 

	By:
	/s/ Matthew Douglass

	Name:
	Matthew Douglass

	Title:
	Assistant Vice President






	
			
	PRUDENTIAL ARIZONA REINSURANCE CAPTIVE COMPANY

	 
	 
	 

	By:
	 
	PGIM, INC., as investment manager

	 
	By:
	/s/ Matthew Douglass

	 
	Name:
	Matthew Douglass

	 
	Title:
	Vice President






	
			
	PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY

	 
	 
	 

	By:
	 
	PGIM, INC., as investment manager

	 
	By:
	/s/ Matthew Douglass

	 
	Name:
	Matthew Douglass

	 
	Title:
	Vice President














































[Chefs' Warehouse - Signature Page to Amendment No. 8 to Note Purchase and Guarantee Agreement]






THE CHEFS’ WAREHOUSE, INC. 10-K





Exhibit A


Bank Amendment


























































































 Exhibit A-1