Credit Agreement, dated as of April 25, 2012



 Exhibit 10.7 
 EXECUTION COPY 
 A request for confidential treatment has been made with respect to
portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC. 

 
  
 



 
 CREDIT AGREEMENT 
 dated as of 
 April 25, 2012 

Among 
 DAIRYLAND
USA CORPORATION, 
 THE CHEFS’ WAREHOUSE MID-ATLANTIC, LLC, 

BEL CANTO FOODS, LLC, 
 THE CHEFS’ WAREHOUSE WEST COAST, LLC, and 
 THE CHEFS’ WAREHOUSE OF
FLORIDA, LLC, 
 as Borrowers, 
 THE CHEFS’ WAREHOUSE, INC., 
 CHEFS’ WAREHOUSE PARENT, LLC, and

 The Other Loan Parties Party Hereto, 
 as Guarantors, 
 The Lenders Party Hereto, 

JPMORGAN CHASE BANK, N.A., 
 as Administrative Agent, 
 and 

GENERAL ELECTRIC CAPITAL CORPORATION 
 and WELLS FARGO BANK, NATIONAL ASSOCIATION 
 as Co-Syndication Agents 

 
  

J.P. MORGAN SECURITIES LLC, 
 as Sole Bookrunner 
 J.P. MORGAN SECURITIES LLC, GENERAL ELECTRIC CAPITAL
CORPORATION and WELLS 
 FARGO BANK, NATIONAL ASSOCIATION, 
 as Joint Lead Arrangers 
  

 







 TABLE OF CONTENTS 

 

							
	 	  	 	  	Page	 
		
	ARTICLE I DEFINITIONS	  	 	1	  
			
	 Section 1.01.
	  	Defined Terms	  	 	1	  
	 Section 1.02.
	  	Classification of Loans and Borrowings	  	 	22	  
	 Section 1.03.
	  	Terms Generally	  	 	22	  
	 Section 1.04.
	  	Accounting Terms; GAAP; Pro Forma Calculations	  	 	23	  
	 Section 1.05.
	  	Status of Obligations	  	 	23	  
		
	ARTICLE II THE CREDITS	  	 	24	  
			
	 Section 2.01.
	  	Commitments	  	 	24	  
	 Section 2.02.
	  	Loans and Borrowings	  	 	24	  
	 Section 2.03.
	  	Requests for Revolving Borrowings	  	 	24	  
	 Section 2.04.
	  	[Intentionally Omitted]	  	 	25	  
	 Section 2.05.
	  	Swingline Loans	  	 	25	  
	 Section 2.06.
	  	Letters of Credit	  	 	26	  
	 Section 2.07.
	  	Funding of Borrowings	  	 	30	  
	 Section 2.08.
	  	Interest Elections	  	 	30	  
	 Section 2.09.
	  	Termination and Reduction of Commitments	  	 	31	  
	 Section 2.10.
	  	Repayment and Amortization of Loans; Evidence of Debt	  	 	32	  
	 Section 2.11.
	  	Prepayment of Loans	  	 	33	  
	 Section 2.12.
	  	Fees	  	 	35	  
	 Section 2.13.
	  	Interest	  	 	35	  
	 Section 2.14.
	  	Alternate Rate of Interest	  	 	36	  
	 Section 2.15.
	  	Increased Costs	  	 	37	  
	 Section 2.16.
	  	Break Funding Payments	  	 	38	  
	 Section 2.17.
	  	Taxes	  	 	38	  
	 Section 2.18.
	  	Payments Generally; Allocation of Proceeds; Sharing of Set-offs	  	 	41	  
	 Section 2.19.
	  	Mitigation Obligations; Replacement of Lenders	  	 	43	  
	 Section 2.20.
	  	Defaulting Lenders	  	 	44	  
	 Section 2.21.
	  	Returned Payments	  	 	45	  
	 Section 2.22.
	  	Expansion Option	  	 	45	  
		
	ARTICLE III REPRESENTATIONS AND WARRANTIES	  	 	47	  
			
	 Section 3.01.
	  	Organization; Powers	  	 	47	  
	 Section 3.02.
	  	Authorization; Enforceability	  	 	47	  
	 Section 3.03.
	  	Governmental Approvals; No Conflicts	  	 	47	  
	 Section 3.04.
	  	Financial Condition; No Material Adverse Change	  	 	47	  
	 Section 3.05.
	  	Properties	  	 	47	  
	 Section 3.06.
	  	Litigation and Environmental Matters	  	 	48	  
	 Section 3.07.
	  	Compliance with Laws and Agreements	  	 	48	  
	 Section 3.08.
	  	Investment Company Status; Margin Stock	  	 	48	  
	 Section 3.09.
	  	Taxes	  	 	49	  
	 Section 3.10.
	  	ERISA	  	 	49	  
	 Section 3.11.
	  	Disclosure	  	 	49	  
	 Section 3.12.
	  	Material Agreements	  	 	49	  
	 Section 3.13.
	  	Solvency	  	 	49	  
	 Section 3.14.
	  	Insurance	  	 	50	  


  
 ii 










							
	 Section 3.15.
	  	Capitalization and Subsidiaries	  	 	50	  
	 Section 3.16.
	  	Security Interest in Collateral	  	 	50	  
	 Section 3.17.
	  	Employment Matters	  	 	50	  
	 Section 3.18.
	  	Nature of Business; Permits and Licenses; Tradenames	  	 	50	  
	 Section 3.19.
	  	Location of Bank Accounts	  	 	51	  
	 Section 3.20.
	  	[Intentionally Omitted]	  	 	51	  
	 Section 3.21.
	  	Customers and Suppliers	  	 	51	  
	 Section 3.22.
	  	Affiliate Transactions	  	 	51	  
	 Section 3.23.
	  	Common Enterprise	  	 	51	  
	 Section 3.24.
	  	Foreign Assets Control Regulations and Anti-Money Laundering	  	 	52	  
	 Section 3.25.
	  	Patriot Act	  	 	52	  
	 Section 3.26.
	  	FDA Matters	  	 	52	  
		
	ARTICLE IV CONDITIONS	  	 	53	  
			
	 Section 4.01.
	  	Effective Date	  	 	53	  
	 Section 4.02.
	  	Each Credit Event	  	 	54	  
		
	ARTICLE V AFFIRMATIVE COVENANTS	  	 	55	  
			
	 Section 5.01.
	  	Financial Statements and Other Information	  	 	55	  
	 Section 5.02.
	  	Notices of Material Events	  	 	56	  
	 Section 5.03.
	  	Existence; Conduct of Business	  	 	57	  
	 Section 5.04.
	  	Payment of Obligations	  	 	57	  
	 Section 5.05.
	  	Maintenance of Properties	  	 	57	  
	 Section 5.06.
	  	Books and Records; Inspection Rights	  	 	57	  
	 Section 5.07.
	  	Compliance with Laws	  	 	58	  
	 Section 5.08.
	  	Use of Proceeds	  	 	58	  
	 Section 5.09.
	  	Insurance	  	 	58	  
	 Section 5.10.
	  	Casualty and Condemnation	  	 	58	  
	 Section 5.11.
	  	[Intentionally Omitted]	  	 	58	  
	 Section 5.12.
	  	Depository Banks	  	 	58	  
	 Section 5.13.
	  	Additional Collateral; Further Assurances	  	 	58	  
		
	ARTICLE VI NEGATIVE COVENANTS	  	 	59	  
			
	 Section 6.01.
	  	Indebtedness	  	 	59	  
	 Section 6.02.
	  	Liens	  	 	61	  
	 Section 6.03.
	  	Fundamental Changes	  	 	62	  
	 Section 6.04.
	  	Investments, Loans, Advances, Guarantees and Acquisitions	  	 	63	  
	 Section 6.05.
	  	Asset Sales	  	 	64	  
	 Section 6.06.
	  	Sale and Leaseback Transactions	  	 	65	  
	 Section 6.07.
	  	Swap Agreements	  	 	65	  
	 Section 6.08.
	  	Restricted Payments; Certain Payments of Indebtedness	  	 	65	  
	 Section 6.09.
	  	Transactions with Affiliates	  	 	66	  
	 Section 6.10.
	  	Restrictive Agreements	  	 	66	  
	 Section 6.11.
	  	Amendment of Material Documents	  	 	67	  
	 Section 6.12.
	  	Compliance with Certain Laws	  	 	67	  
	 Section 6.13.
	  	Financial Covenants	  	 	67	  
		
	ARTICLE VII EVENTS OF DEFAULT	  	 	68	  
		
	ARTICLE VIII THE ADMINISTRATIVE AGENT	  	 	71	  


  
 iii










							
	ARTICLE IX MISCELLANEOUS	  	 	73	  
			
	 Section 9.01.
	  	Notices	  	 	73	  
	 Section 9.02.
	  	Waivers; Amendments	  	 	74	  
	 Section 9.03.
	  	Expenses; Indemnity; Damage Waiver	  	 	76	  
	 Section 9.04.
	  	Successors and Assigns	  	 	78	  
	 Section 9.05.
	  	Survival	  	 	81	  
	 Section 9.06.
	  	Counterparts; Integration; Effectiveness	  	 	81	  
	 Section 9.07.
	  	Severability	  	 	81	  
	 Section 9.08.
	  	Right of Setoff	  	 	82	  
	 Section 9.09.
	  	Governing Law; Jurisdiction; Consent to Service of Process	  	 	82	  
	 Section 9.10.
	  	WAIVER OF JURY TRIAL	  	 	82	  
	 Section 9.11.
	  	Headings	  	 	83	  
	 Section 9.12.
	  	Confidentiality	  	 	83	  
	 Section 9.13.
	  	Several Obligations; Nonreliance; Violation of Law	  	 	84	  
	 Section 9.14.
	  	USA PATRIOT Act	  	 	84	  
	 Section 9.15.
	  	Disclosure	  	 	84	  
	 Section 9.16.
	  	Appointment for Perfection	  	 	84	  
	 Section 9.17.
	  	Interest Rate Limitation	  	 	84	  
		
	ARTICLE X LOAN GUARANTY	  	 	85	  
			
	 Section 10.01.
	  	Guaranty	  	 	85	  
	 Section 10.02.
	  	Guaranty of Payment	  	 	85	  
	 Section 10.03.
	  	No Discharge or Diminishment of Loan Guaranty	  	 	85	  
	 Section 10.04.
	  	Defenses Waived	  	 	86	  
	 Section 10.05.
	  	Rights of Subrogation	  	 	86	  
	 Section 10.06.
	  	Reinstatement; Stay of Acceleration	  	 	86	  
	 Section 10.07.
	  	Information	  	 	86	  
	 Section 10.08.
	  	Termination	  	 	86	  
	 Section 10.09.
	  	Taxes	  	 	87	  
	 Section 10.10.
	  	Maximum Liability	  	 	87	  
	 Section 10.11.
	  	Contribution	  	 	87	  
	 Section 10.12.
	  	Liability Cumulative	  	 	88	  
		
	ARTICLE XI THE BORROWER REPRESENTATIVE	  	 	88	  
			
	 Section 11.01.
	  	Appointment; Nature of Relationship	  	 	88	  
	 Section 11.02.
	  	Powers	  	 	88	  
	 Section 11.03.
	  	Employment of Agents	  	 	88	  
	 Section 11.04.
	  	Notices	  	 	88	  
	 Section 11.05.
	  	Successor Borrower Representative	  	 	88	  
	 Section 11.06.
	  	Execution of Loan Documents	  	 	89	  


  
 iv 









 SCHEDULES: 
 Commitment Schedule 
  

					
	 Schedule 2.06
	  	–	  	Existing Letters of Credit
	 Schedule 3.05
	  	–	  	Properties; Collateral Locations
	 Schedule 3.06
	  	–	  	Litigation and Environmental Matters
	 Schedule 3.12
	  	–	  	Material Agreements
	 Schedule 3.14
	  	–	  	Insurance
	 Schedule 3.15
	  	–	  	Capitalization and Subsidiaries
	 Schedule 3.18
	  	–	  	Tradenames
	 Schedule 3.19
	  	–	  	Bank Accounts
	 Schedule 3.22
	  	–	  	Affiliate Transactions
	 Schedule 6.01
	  	–	  	Existing Indebtedness
	 Schedule 6.02
	  	–	  	Existing Liens
	 Schedule 6.04
	  	–	  	Existing Investments
	 Schedule 6.10
	  	–	  	Existing Restrictions

 EXHIBITS: 
  

					
	 Exhibit A
	  	–	  	Form of Assignment and Assumption
	 Exhibit B
	  	–	  	Form of Increasing Lender Supplement
	 Exhibit C
	  	–	  	Form of Augmenting Lender Supplement
	 Exhibit D
	  	–	  	List of Closing Documents
	 Exhibit E
	  	–	  	Form of Compliance Certificate
	 Exhibit F
	  	–	  	Joinder Agreement
	 Exhibit G-1
	  	–	  	Form of U.S. Tax Certificate (for Non-U.S. Lenders That Are Not Partnerships)
	 Exhibit G-2
	  	–	  	Form of U.S. Tax Certificate (for Non-U.S. Lenders That are Partnerships)


  
 v 








 CREDIT AGREEMENT dated as of April 25, 2012 (as it may be amended or modified from time to
time, this “Agreement”) 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”), as Borrowers, the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent. 

The parties hereto agree as follows: 
 ARTICLE I 
 DEFINITIONS 

SECTION 1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specified below: 

“ABR”, when used in reference to any Loan or Borrowing, refers to a Loan, or the Loans comprising such Borrowing,
bearing interest at a rate determined by reference to the Alternate Base Rate. 
 “Account” has the meaning
assigned to such term in the Security Agreement. 
 “Account Debtor” means any Person obligated on an Account.

 “Act” has the meaning assigned to such term in Section 9.14. 

“Adjusted LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum
(rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate. 
 “Administrative Agent” means Chase, in its capacity as administrative agent for the Lenders hereunder. 
 “Administrative Questionnaire” means an administrative questionnaire in a form supplied by the Administrative Agent. 

“Affected Foreign Subsidiary” means any Foreign Subsidiary to the extent 66 2/3% or more of the Equity Interests of such
Foreign Subsidiary being pledged to support the Secured Obligations could reasonably be expected to cause a Deemed Dividend Issue. 
 “Affiliate” means, with respect to a specified Person, another Person that (i) directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under
common Control with the Person specified or (ii) with respect to any Loan Party or Subsidiary, has the power to vote, directly or indirectly, 10% or more of the Equity Interests of such specified Person. 

“Aggregate Credit Exposure” means, at any time, the aggregate Credit Exposures of all the Lenders. 

“Aggregate Revolving Exposure” means, at any time, the aggregate Revolving Exposures of all the Lenders. 

  
 1 








 “Agreement” has the meaning ascribed to it in the preamble. 

“Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the
Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus
 1/2 of 1% and (c) the Adjusted LIBO Rate for a
one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 2.50%, provided that, for the avoidance of doubt, the Adjusted LIBO Rate for any day shall be based on the rate
appearing on Reuters Screen LIBOR01 Page (or on any successor or substitute page of such page) at approximately 11:00 a.m. London time on such day. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds
Effective Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, respectively. 

“Applicable Percentage” means, with respect to any Lender, (a) with respect to Revolving Loans, LC Exposure or
Swingline Loans, a percentage equal to a fraction the numerator of which is such Lender’s Revolving Commitment and the denominator of which is the aggregate Revolving Commitments of all Revolving Lenders (if the Revolving Commitments have
terminated or expired, the Applicable Percentages shall be determined based upon the Revolving Commitments most recently in effect, giving effect to any assignments) and (b) with respect to the Term Loans, a percentage equal to a fraction the
numerator of which is such Lender’s outstanding principal amount of the Term Loans and the denominator of which is the aggregate outstanding amount of the Term Loans of all Term Lenders; provided that, in the case of Section 2.20
when a Defaulting Lender shall exist, any such Defaulting Lender’s Commitment shall be disregarded in the calculations under clauses (a) and (b) above. 
 “Applicable Pledge Percentage” means 100% but 65% in the case of a pledge by the Borrowers or any Domestic Subsidiary of its Equity Interests in a Foreign Subsidiary that is an Affected
Foreign Subsidiary due to a Deemed Dividend Issue. 
 “Applicable Rate” means, for any day, with respect to any
ABR Loan or any Eurodollar Loan, the applicable rate per annum set forth below under the caption “ABR Spread” or “Eurodollar Spread,” as the case may be: 

 

			
	 ABR Spread
	  	 Eurodollar Spread

	0.50%	  	3.00%

 “Approved Fund” has the meaning assigned to such term in Section 9.04.

 “Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee
(with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent. 

“Augmenting Lender” has the meaning assigned to such term in Section 2.22. 

“Availability Period” means the period from and including the Effective Date to but excluding the earlier of the
Maturity Date and the date of termination of the Revolving Commitments. 
 “Available Revolving Commitment”
means, at any time, the aggregate Revolving Commitments then in effect minus the Aggregate Revolving Exposure (calculated, with respect to any Defaulting Lender, as if such Defaulting Lender had funded its Applicable Percentage of all
outstanding Borrowings); it being understood and agreed that any Lender’s Swingline Exposure shall not be deemed to be a component of the Aggregate Revolving Exposure for purposes of calculating the commitment fee under Section 2.12(a).


  
 2 








 “Banking Services” means each and any of the following bank services
provided to any Loan Party by any Lender or any of its Affiliates: (a) credit cards for commercial customers (including, without limitation, “commercial credit cards” and purchasing cards), (b) stored value cards and
(c) treasury management services (including, without limitation, controlled disbursement, automated clearinghouse transactions, return items, overdrafts and interstate depository network services). 

“Banking Services Obligations” of the Loan Parties means any and all obligations of the Loan Parties, whether absolute
or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in connection with Banking Services. 

“Bankruptcy Event” means, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency
proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business, appointed for it, or, in the good faith
determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment; provided that a Bankruptcy Event shall not result solely by
virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof; provided, further, that such ownership interest does not result in or provide such
Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality), to reject, repudiate,
disavow or disaffirm any contracts or agreements made by such Person. 
 “Bel Canto” has the meaning ascribed
to it in the preamble. 
 “Board” means the Board of Governors of the Federal Reserve System of the United
States of America. 
 “Borrower” or “Borrowers” means, individually or collectively,
Dairyland, CW Mid-Atlantic, Bel Canto, CW West Coast and CW Florida. 
 “Borrower Representative” has the
meaning assigned to such term in Section 11.01. 
 “Borrowing” means (a) Revolving Loans of
the same Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect, (b) a Term Loan made, converted or continued on the same date and, in the case of Eurodollar
Loans, as to which a single Interest Period is in effect and (c) a Swingline Loan. 
 “Borrowing Request”
means a request by the Borrower Representative for a Revolving Borrowing in accordance with Section 2.03. 

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are
authorized or required by law to remain closed; provided that, when used in connection with a Eurodollar Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in Dollar deposits in
the London interbank market. 

  
 3 








 “Capital Expenditures” means, without duplication, any expenditure
or commitment to expend money for any purchase or other acquisition of any asset which would be classified as a fixed or capital asset on a consolidated balance sheet of Holdings and its Subsidiaries prepared in accordance with GAAP; provided
that, for purposes of calculating the Fixed Charge Coverage Ratio, up to $4,000,000 of expenses incurred or investments made in Dairyland HP by Holdings or any of its Subsidiaries on or prior to the second anniversary of the Effective Date in
connection with the improvements at the Dairyland HP Facility shall not constitute Capital Expenditures. 

“Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any
lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, in each case, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under
GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP. 

“Change in Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by
any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof) other than (i) Christopher Pappas, John Pappas, Dean Facatselis or Kay Facatselis, (ii) the
officers, directors or management of Holdings as of the Effective Date or (iii) any corporation, limited liability company or partnership owned and controlled directly or directly by any Person or Persons described in clauses (i)
and (ii), of Equity Interests representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of Holdings; or (b) Holdings shall cease to own and control all of the outstanding
Equity Interests of the Borrowers and CW Parent on a fully diluted basis. 
 “Change in Law” means the
occurrence, after the date of this Agreement (or with respect to any Lender, if later, the date on which such Lender becomes a Lender), of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty,
(b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority, or (c) the making or issuance of any request, rules, guideline, requirement or directive
(whether or not having the force of law) by any Governmental Authority; provided however, that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests,
rules, guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof, and (ii) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements,
the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law” regardless
of the date enacted, adopted, issued or implemented. 
 “Chase” means JPMorgan Chase Bank, N.A., a national
banking association, in its individual capacity, and its successors. 
 “Class” when used in reference to any
Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans, Term Loans or Swingline Loans. 
 “Code” means the Internal Revenue Code of 1986, as amended. 

“Co-Syndication Agent” means each of General Electric Capital Corporation and Wells Fargo Bank, National Association in
its capacity as co-syndication agent for the credit facility evidenced by this Agreement. 

  
 4 








 “Collateral” means any and all property owned by a Person that is covered
by the Collateral Documents and any and all other property of any Loan Party, now existing or hereafter acquired, that may at any time be or become subject to Lien in favor of the Administrative Agent, on behalf of itself and the Lenders and other
holders of the Secured Obligations, to secure the Secured Obligations; provided that “Collateral” shall not include any Excluded Assets or, for the avoidance of doubt, any of the Equity Interests in, or property or assets of,
the Excluded Subsidiary. 
 “Collateral Documents” means, collectively, the Security Agreement, the Mortgages
and all other agreements, instruments and documents executed in connection with this Agreement that are intended to create, perfect or evidence Liens to secure the Secured Obligations. 

“Commitment” means, with respect to each Lender, the sum of such Lender’s Revolving Commitment and Term Loan
Commitment. The initial amount of each Lender’s Commitment is set forth on the Commitment Schedule, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment, as applicable. 

“Commitment Schedule” means the Schedule attached hereto identified as such. 

“Compliance Certificate” means a certificate of a Financial Officer of Holdings in substantially the form of Exhibit E
or such other form which is approved by the Administrative Agent from time to time in its reasonable discretion. 

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management
or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto. 

“Credit Exposure” means, as to any Lender at any time, the sum (without duplication) of (a) such Lender’s
Revolving Exposure at such time, plus (b) an amount equal to the aggregate principal amount of its Term Loans outstanding at such time. 
 “Credit Party” means the Administrative Agent, the Issuing Bank, the Swingline Lender or any other Lender. 
 “CW Florida” has the meaning ascribed to it in the preamble. 

“CW Mid-Atlantic” has the meaning ascribed to it in the preamble. 

“CW Parent” means Chefs’ Warehouse Parent, LLC, a Delaware limited liability company. 

“CW West Coast” has the meaning ascribed to it in the preamble. 

“Dairyland” has the meaning ascribed to it in the preamble. 

“Dairyland HP” means Dairyland HP LLC, a Delaware limited liability company. 

“Dairyland HP Facility” means the premises at 200-230 Food Center Drive, Bronx, New York. 

“Dairyland HP Indebtedness” means the Indebtedness (including, without limitation, loans and Guarantees) incurred under
the New Markets Tax Credit Financing. 
 “Deemed Dividend Issue” means, with respect to any Foreign Subsidiary,
such Foreign Subsidiary’s accumulated and undistributed earnings and profits being deemed to be repatriated to 

  
 5 








 
Holdings or the applicable parent Domestic Subsidiary under Section 956 of the Code and the effect of such repatriation causing materially adverse tax consequences to Holdings or such parent
Domestic Subsidiary, in each case as determined by the Borrower Representative in its commercially reasonable judgment acting in good faith and in consultation with its legal and tax advisors. 

“Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both
would, unless cured or waived, become an Event of Default. 
 “Defaulting Lender” means any Lender that
(a) has failed, within two (2) Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or Swingline Loans or (iii) pay
over to any Credit Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith
determination that a condition precedent to funding (specifically identified and including the particular Default, if any) has not been satisfied; (b) has notified any Borrower or any Credit Party in writing, or has made a public statement, to
the effect that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith determination that a
condition precedent to funding a Loan under this Agreement (specifically identified and including the particular Default, if any) cannot be satisfied) or generally under other agreements in which it commits to extend credit; (c) has failed,
within three (3) Business Days after request by a Credit Party, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations to fund prospective Loans and
participations in then outstanding Letters of Credit and Swingline Loans under this Agreement; provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party’s receipt of such
certification in form and substance satisfactory to it and the Administrative Agent, or (d) has become the subject of a Bankruptcy Event. 
 “Dollars” or “$” refers to lawful money of the United States of America. 
 “Domestic Subsidiary” means a Subsidiary organized under the laws of a jurisdiction located in the United States of America. 

“EBITDA” means, for any period, Net Income for such period plus (a) without duplication and to the
extent deducted in determining Net Income for such period, the sum of (i) Interest Expense for such period, (ii) income tax expense for such period net of tax refunds, (iii) all amounts attributable to depreciation and amortization
expense for such period, (iv) any extraordinary non-cash charges for such period, (v) any other non-cash charges for such period (but excluding any non-cash charge in respect of an item that was included in Net Income in a prior period and
any non-cash charge that relates to the write-down or write-off of inventory or accounts receivable), (vi) non-recurring fees, cash charges and other cash expenses made or incurred in connection with a completed Permitted Acquisition, in an
aggregate amount not to exceed $2,500,000 for any period of four (4) consecutive Fiscal Quarters, (vii) non-recurring cash charges related to workers’ compensation claims in an amount not to exceed $250,000 per Fiscal Year and
(viii) non-recurring fees, cash charges and other cash expenses, in an aggregate amount not to exceed $1,000,000 for any period of four (4) consecutive Fiscal Quarters, minus (b) without duplication and to the extent
included in Net Income, any extraordinary gains and any non-cash items of income for such period, all calculated for Holdings and its Subsidiaries on a consolidated basis in accordance with GAAP. 

“Effective Date” means the date on which the conditions specified in Section 4.01 are satisfied (or waived
in accordance with Section 9.02). 

  
 6 








 “Environmental Laws” means all laws (including, without limitation, common
law), rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or
reclamation of natural resources, the management, release or threatened release of any Hazardous Material or to public or worker health and safety matters. 
 “Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of
Holdings or any Subsidiary directly or indirectly resulting from or based upon (a) any violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials,
(c) any exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed
or imposed with respect to any of the foregoing. 
 “Equity Interests” means shares of capital stock,
partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or
acquire any such equity interest. 
 “ERISA” means the Employee Retirement Income Security Act of 1974, as
amended from time to time. 
 “ERISA Affiliate” means any trade or business (whether or not incorporated) that,
together with a Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414
of the Code. 
 “ERISA Event” means (a) any “reportable event”, as defined in Section 4043
of ERISA or the regulations issued thereunder, with respect to a Plan (other than an event for which the 30 day notice period is waived); (b) the failure of any Plan to satisfy the applicable “minimum funding standard” (as
defined in Section 412(a) of the Code) for any plan year; (c) the filing pursuant to Section 412(c) of the Code of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the failure to make to
any Plan a minimum required contribution as determined under Section 430 of the Code and Section 303(j) of ERISA; (e) the incurrence by any Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with
respect to the termination of any Plan; (f) the receipt by any Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any
Plan; (g) the incurrence by any Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (h) the receipt by any Borrower or any ERISA Affiliate of
any notice concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, or that any Multiemployer Plan is adopting, or is expected to adopt, a rehabilitation
plan, all within the meaning of Title IV of ERISA. 
 “Eurodollar”, when used in reference to any Loan or
Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate. 
 “Event of Default” has the meaning assigned to such term in Article VII. 

  
 7 








 “Excess Cash Flow” means, without duplication, with respect to any Fiscal
Year of Holdings and its Subsidiaries, (a) the sum of (i) EBITDA and (ii) the decrease, if any, in the Working Capital from the beginning to the end of such period minus (b) the sum of (i) unfinanced Capital
Expenditures, (ii) Fixed Charges (less any dividends or distributions paid in cash), (iii) the aggregate amount of non-cash adjustments to EBITDA for periods prior to the beginning of such period to the extent paid in cash by Holdings and
Subsidiaries during such period, and (iv) the increase, if any, in the Working Capital from the beginning to the end of such period. Excess Cash Flow shall be calculated without any deductions for cash used to fund acquisitions, including
Permitted Acquisitions. 
 “Excluded Assets” means (a) any license, contract, document, instrument or
agreement to which any Loan Party is a party, to the extent that the creation of a Lien on such assets would, under the express terms of such license, contract, document, instrument or agreement, result in a breach of the terms of, or constitute a
default under, such license, contract, document, instrument or agreement (other than to the extent that any such term (i) has been waived or (ii) would be rendered ineffective pursuant to Sections 9-406, 9-408, 9-409 or other
applicable provisions of the UCC of any relevant jurisdiction or any other applicable law (including bankruptcy laws) or principles of equity); provided that, immediately upon the ineffectiveness, lapse or termination of any such express
term, such assets shall automatically cease to constitute “Excluded Assets”, (b) any Trademark (as defined in the Security Agreement) application filed on an intent to use basis until such time as a statement of use has been filed and
accepted by the U.S. Patent and Trademark Office, (c) any Equity Interests in any Subsidiary that is not a Pledge Subsidiary, (d) any Equity Interests in any Affected Foreign Subsidiary representing more than 65% of the total voting
Equity Interests in such Affected Foreign Subsidiary, (e) any property that is not owned by, but is leased by, a Loan Party, (f) any real property owned by a Loan Party, unless such real property (i) was purchased by such Loan Party
with the proceeds of any Loans and (ii) had an individual fair market value at the time of purchase by such Loan Party of greater than $1,000,000, (g) Fixtures (as defined in the Security Agreement) located at the Dairyland HP Facility and
(h) rights and obligations in connection with the Master Operating Sublease, dated on or about the Effective Date, between Dairyland and Dairyland HP, relating to the Dairyland HP Facility, as the same may be amended from time to time.

 “Excluded Subsidiary” means Dairyland HP, so long as such entity is a single purpose real estate holding
entity. 
 “Excluded Taxes” means, with respect to any payment made by any Loan Party under any Loan Document,
any of the following Taxes imposed on or with respect to a Recipient: (a) income or franchise Taxes imposed on (or measured by) net income by the United States of America, or by the jurisdiction under the laws of which such Recipient is
organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits Taxes imposed by the United States of America or any similar Taxes imposed by any
other jurisdiction in which any Borrower is located and (c) in the case of a Non U.S. Lender (other than an assignee pursuant to a request by a Borrower under Section 2.19(b)), any U.S. Federal withholding Taxes resulting
from any law in effect (including FATCA) on the date such Non U.S. Lender becomes a party to this Agreement (or designates a new lending office) or that is attributable to such Non U.S. Lender’s failure to comply with
Section 2.17(f), except to the extent that such Non U.S. Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrowers with
respect to such withholding Taxes pursuant to Section 2.17(a). 
 “Existing Letters of Credit” has
the meaning assigned to such term in Section 2.06(a). 
 “FATCA” means Sections 1471 through 1474 of
the Code, as of the date of this Agreement and any regulations or official interpretations thereof. 

  
 8 








 “FDA” means the United States Food and Drug Administration, or any
successor Governmental Authority. 
 “FDC Act” means the United States Food, Drug, and Cosmetic Act
(21 U.S.C. 201 et seq.) as amended to date together with any rules or regulations promulgated thereunder. 

“Federal Funds Effective Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next
1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by it. 
 “Fee Letter” means that certain Fee Letter, dated
March 28, 2012, among Borrowers and the Administrative Agent. 
 “Financial Officer” means, with respect
to any Person(s), the chief financial officer, principal accounting officer, treasurer or controller of such Person(s). 

“First Tier Foreign Subsidiary” means each Foreign Subsidiary with respect to which any one or more of the Loan Parties
directly owns or Controls more than 50% of such Foreign Subsidiary’s issued and outstanding Equity Interests. 

“Fiscal Month” means any fiscal month in a Fiscal Year. 

“Fiscal Quarter” means each of four consecutive three-Fiscal Month periods in each Fiscal Year. 

“Fiscal Year” means the 52- or 53-week period ending in the month of December that Holdings uses for accounting and
financial reporting purposes, which period does not necessarily conform to the calendar year. All references in the Loan Documents to the Fiscal Year shall be deemed to refer to the year end that Holdings actually uses for financial reporting
purposes. 
 “Fixed Charges” means, for any period, without duplication, cash Interest Expense,
plus prepayments (other than mandatory Excess Cash Flow prepayments) and scheduled principal payments on Indebtedness actually made, plus expense for taxes paid in cash, plus dividends or distributions paid
in cash, plus Capital Lease Obligation payments, plus cash payments (excluding cash payments financed solely with the proceeds of issuances of equity by Holdings) made in connection with any earn-out obligation relating
to any acquisition, divestiture, merger or similar transaction that are not accounted for or reflected in the consolidated statements of operations of Holdings and its Subsidiaries provided pursuant to Section 5.01(a) or 5.01(b) hereof,
plus any payments made in respect of the sinking fund requirement under the New Markets Tax Credit Financing, all calculated for Holdings and its Subsidiaries on a consolidated basis in accordance with GAAP. 

“Fixed Charge Coverage Ratio” means, for any period, the ratio of (a) EBITDA minus the unfinanced
portion of Capital Expenditures to (b) Fixed Charges, all calculated for Holdings and its Subsidiaries on a consolidated basis in accordance with GAAP. 
 “Food Security Act” means the Food Security Act of 1985, as the same now exists or may from time to time hereafter be amended, restated, modified, recodified or supplemented, together
with all rules, regulations and interpretations thereunder or related thereto. 

  
 9 








 “Foreign Subsidiary” means any Subsidiary which is not a Domestic
Subsidiary. 
 “GAAP” means generally accepted accounting principles in the United States of America.

 “Governmental Authority” means the government of the United States of America, any other nation or, in each
case, any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative
powers or functions of or pertaining to government, including any central bank, stock exchange, regulatory body, arbitrator, public sector entity, supra-national entity (including the European Union and the European Central Bank) and any
self-regulatory organization (including the National Association of Insurance Commissioners). 
 “Governmental
Permits” means all authorizations, approvals, licenses, registrations, certificates or exemptions issued by any Governmental Authority to Borrowers that are required or necessary for the development, manufacture, distribution, marketing,
storage, transportation, use, or sale of the Loan Parties’ products. 
 “Guarantee” of or by any Person
(the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary
obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other
obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other
obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation
or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided that the term Guarantee shall not include endorsements for collection or deposit in the
ordinary course of business. 
 “Guaranteed Obligations” has the meaning assigned to such term in
Section 10.01. 
 “Hazardous Materials” means all explosive or radioactive substances or wastes and
all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or
wastes of any nature regulated pursuant to any Environmental Law. 
 “Holdings” means The Chefs’
Warehouse, Inc., a Delaware corporation. 
 “Hostile Acquisition” means (a) the acquisition of the Equity
Interests of a Person through a tender offer or similar solicitation of the owners of such Equity Interests which has not been approved (prior to such acquisition) by the board of directors (or any other applicable governing body) of such Person or
by similar action if such Person is not a corporation and (b) any such acquisition as to which such approval has been withdrawn. 
 “Increasing Lender” has the meaning assigned to such term in Section 2.22. 
 “Incremental Extensions of Credit” has the meaning assigned to such term in Section 2.22. 
 “Incremental Term Loan” has the meaning assigned to such term in Section 2.22. 

  
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 “Incremental Term Loan Amendment” has the meaning assigned to such term in
Section 2.22. 
 “Indebtedness” of any Person means, without duplication, (a) all obligations of such
Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of
such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current
accounts payable incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned
or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) all obligations,
contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, (k) all obligations
of such Person under any liquidated earn-out and (l) any other Off-Balance Sheet Liability of such Person. The Indebtedness of any Person shall include the Indebtedness of any other Person (including any partnership in which such Person is a
general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable
therefor; provided that Indebtedness shall not include earn out obligations relating to Permitted Acquisitions to the extent the conditions for payment thereof (other than the occurrence of a date certain) have not yet been satisfied.

 “Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any
payment made by any Loan Party under any Loan Document and (b) Other Taxes. 
 “Interest Election Request”
means a request by the Borrower Representative to convert or continue a Borrowing in accordance with Section 2.07. 

“Interest Expense” means, for any period, total interest expense (including that attributable to Capital Lease
Obligations) of Holdings and its Subsidiaries for such period with respect to all outstanding Indebtedness of Holdings and its Subsidiaries (including all commissions, discounts and other fees and charges owed with respect to letters of credit and
bankers’ acceptances and net costs under Swap Agreements in respect of interest rates to the extent such net costs are allocable to such period in accordance with GAAP), calculated on a consolidated basis for Holdings and its Subsidiaries for
such period in accordance with GAAP. 
 “Interest Payment Date” means (a) with respect to any ABR Loan
(other than a Swingline Loan), the first Business Day of each calendar quarter and the Maturity Date, (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part (and, in
the case of a Eurodollar Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest
Period) and the Maturity Date, and (c) with respect to any Swingline Loan, the day that such Swingline Loan is required to be repaid and the Maturity Date. 
 “Interest Period” means, with respect to any Eurodollar Borrowing, the period commencing on the date of such Eurodollar Borrowing (including by continuation or conversion) and ending on
the numerically corresponding day in the calendar month that is one, two, three, six or nine months thereafter, as the Borrower Representative may elect; provided that (i) if any Interest Period would end on a day other than a Business
Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and
(ii) any Interest Period pertaining to a 

  
 11 









 
Eurodollar Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest
Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the
most recent conversion or continuation of such Borrowing. 
 “Inventory” has the meaning assigned to such term
in the Security Agreement. 
 “IRS” means the United States Internal Revenue Service. 

“Issuing Bank” means Chase, in its capacity as the issuer of Letters of Credit, and its successors in such capacity as
provided in Section 2.06(i). The Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of the Issuing Bank, in which case the term “Issuing Bank” shall include any such
Affiliate with respect to Letters of Credit issued by such Affiliate. 
 “Joinder Agreement” means a Joinder
Agreement in substantially the form of Exhibit F. 
 “LC Collateral Account” has the meaning assigned to such
term in Section 2.06(j). 
 “LC Disbursement” means a payment made by the Issuing Bank pursuant to
a Letter of Credit. 
 “LC Exposure” means, at any time, the sum (without duplication) of (a) the
aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrowers at such time. The LC Exposure of
any Revolving Lender at any time shall be its Applicable Percentage of the aggregate LC Exposure at such time. 

“Lenders” means the Persons listed on the Commitment Schedule and any other Person that shall have become a
Lender hereunder pursuant to Section 2.22 or pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. Unless the context otherwise requires, the term
“Lenders” includes the Swingline Lender. 
 “Letter of Credit” means any letter of credit issued
pursuant to this Agreement. 
 “Leverage Ratio” means, on any date, the ratio of (a) Total Indebtedness on
such date to (b) EBITDA for the period of four (4) consecutive Fiscal Quarters ended on such date (or, if such date is not the last day of a Fiscal Quarter, ended on the last day of the Fiscal Quarter most recently ended prior to such
date). 
 “LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, the rate
appearing on Reuters Screen LIBOR01 Page (or on any successor or substitute page of such Service, or any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such page of such Service, as
determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to Dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two (2) Business Days
prior to the commencement of such Interest Period, as the rate for Dollar deposits with a maturity comparable to such Interest Period. In the event that such rate is not available at such time for any reason, then the “LIBO Rate”
with respect to such Eurodollar Borrowing for such Interest Period shall be the rate at which Dollar deposits of $5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office of the Administrative Agent
in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period. 

  
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 “Lien” means, with respect to any asset, (a) any mortgage, deed of
trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing
lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities. 

“Loan Documents” means this Agreement, any promissory notes issued pursuant to this Agreement, any Letter of
Credit applications, the Collateral Documents, the Loan Guaranty and the Fee Letter. Any reference in this Agreement or any other Loan Document to a Loan Document shall include all appendices, exhibits or schedules thereto, and all amendments,
restatements, supplements or other modifications thereto, and shall refer to this Agreement or such Loan Document as the same may be in effect at any and all times such reference becomes operative. 

“Loan Guarantor” means each Loan Party. 
 “Loan Guaranty” means Article X of this Agreement and each separate Guarantee, in form and substance satisfactory to the Administrative Agent, as it may be amended or modified
and in effect from time to time. 
 “Loan Parties” means Holdings, CW Parent, the Borrowers and the
Borrowers’ Domestic Subsidiaries (other than the Excluded Subsidiary) who become a party to this Agreement pursuant to a Joinder Agreement or otherwise and their successors and assigns. 

“Loans” means the loans and advances made by the Lenders pursuant to this Agreement, including Swingline Loans.

 “Material Adverse Effect” means a material adverse effect on (a) the business, assets, operations,
properties or condition (financial or otherwise) of the Loan Parties taken as a whole, (b) the ability of any Loan Party to perform any of its obligations under the Loan Documents to which it is a party, (c) the Collateral, or the
Administrative Agent’s Liens (on behalf of itself and the Lenders and other holders of the Secured Obligations) on the Collateral or the priority of such Liens, in each case, as to Collateral having an aggregate value in excess of $1,000,000,
or (d) the rights of or benefits available to the Administrative Agent, the Issuing Bank or the Lenders under any of the Loan Documents (other than with respect to Collateral having an aggregate value of $1,000,000 or less). 

“Material Indebtedness” means Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of
one or more Swap Agreements, of any one or more of Holdings and its Subsidiaries in an aggregate principal amount exceeding $2,000,000. For purposes of determining Material Indebtedness, the “obligations” of any Loan Party or any
Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that such Loan Party or such Subsidiary would be required to pay if such Swap Agreement were terminated at such
time. 
 “Maturity Date” means April 25, 2017. 

“Maximum Liability” has the meaning assigned to such term in Section 10.10. 

  
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 “Moody’s” means Moody’s Investors Service, Inc. 

“Mortgages” means any mortgage, deed of trust or other agreement which conveys or grants a Lien in favor of the
Administrative Agent, for the benefit of the Administrative Agent and the Lenders and other holders of the Secured Obligations, on real property of a Loan Party, including any amendment, modification or supplement thereto. 

“Mortgage Instruments” means such title reports, ALTA title insurance policies (with endorsements), evidence of zoning
compliance, property insurance, flood certifications and flood insurance (and, if applicable FEMA form acknowledgements of insurance), opinions of counsel, ALTA surveys, appraisals, environmental assessments and reports, Phase I and Phase II
studies, mortgage tax affidavits and declarations and other similar information and related certifications as are requested by, and in form and substance reasonably acceptable to, the Administrative Agent from time to time. 

“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA. 

“Net Income” means, for any period, the consolidated net income (or loss) of Holdings and its Subsidiaries, determined
on a consolidated basis in accordance with GAAP; provided that there shall be excluded (a) (except as set forth in Sections 1.04(b) and 6.13(c)) the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary or
is merged into or consolidated with Holdings or any of its Subsidiaries, (b) the income (or deficit) of any Person (other than a Subsidiary) in which Holdings or any of its Subsidiaries has an ownership interest, except to the extent that any
such income is actually received by Holdings or such Subsidiary in the form of dividends or similar distributions and (c) the undistributed earnings of any Subsidiary to the extent that the declaration or payment of dividends or similar
distributions by such Subsidiary is not at the time permitted by the terms of any contractual obligation (other than under any Loan Document) or Requirement of Law applicable to such Subsidiary. 

“Net Proceeds” means, with respect to any event, (a) the cash proceeds received in respect of such event including
(i) any cash received in respect of any non-cash proceeds (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but
excluding any interest payments), but only as and when received, (ii) in the case of a casualty, insurance proceeds and (iii) in the case of a condemnation or similar event, condemnation awards and similar payments, net of (b) the sum
of (i) all reasonable fees and out-of-pocket expenses paid to third parties (other than Loan Parties and their Affiliates) in connection with such event, (ii) in the case of a sale, transfer or other disposition of an asset (including
pursuant to a sale and leaseback transaction or a casualty or a condemnation or similar proceeding), the amount of all payments required to be made as a result of such event to repay Indebtedness (other than Loans) secured by such asset or otherwise
subject to mandatory prepayment as a result of such event and (iii) the amount of all taxes paid (or reasonably estimated to be payable) and the amount of any reserves established to fund contingent liabilities reasonably estimated to be
payable, in each case during the year that such event occurred or the next succeeding year and that are directly attributable to such event (as determined reasonably and in good faith by a Financial Officer of Borrower Representative). 

“New Markets Tax Credit Financing” means a secured credit facility provided by Commercial Lending II LLC, as Lender, to
Dairyland HP, as borrower, to be entered into on or about the Effective Date, in an aggregate principal amount not to exceed $11,000,000, pursuant to the New Markets Tax Credit Program established as part of the Community Renewal Tax Relief Act of
2000. 
 “Non-Consenting Lender” has the meaning assigned to such term in Section 9.02(e).

 “Non-U.S. Lender” means a Lender that is not a U.S. Person. 

  
 14 









 “Non-Paying Guarantor” has the meaning assigned to such term in
Section 10.11. 
 “Obligated Party” has the meaning assigned to such term in
Section 10.02. 
 “Obligations” means all unpaid principal of and all accrued and unpaid interest
on the Loans, all LC Exposure, all accrued and unpaid fees and all expenses, reimbursements, indemnities and other obligations and indebtedness (including interest and fees accruing during the pendency of any bankruptcy, insolvency, receivership or
other similar proceeding, regardless of whether allowed or allowable in such proceeding), obligations and liabilities of any of the Loan Parties to any of the Lenders, the Administrative Agent, the Issuing Bank or any indemnified party, individually
or collectively, direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or otherwise, arising or incurred under this Agreement or
any of the other Loan Documents or in respect of any of the Loans made or reimbursement or other obligations incurred or any of the Letters of Credit or other instruments at any time evidencing any thereof. 

“Off-Balance Sheet Liability” of a Person means (a) any repurchase obligation or liability of such Person with
respect to accounts or notes receivable sold by such Person, (b) any indebtedness, liability or obligation under any so-called “synthetic lease” transaction entered into by such Person, or (c) any indebtedness, liability or
obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheets of such Person (other than operating leases). 

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former
connection between such Recipient and the jurisdiction imposing such Taxes (other than a connection arising from such Recipient having executed, delivered, enforced, become a party to, performed its obligations under, received payments under,
received or perfected a security interest under, or engaged in any other transaction pursuant to, or enforced, any Loan Document, or sold or assigned an interest in any Loan Document). 

“Other Taxes” means any present or future stamp, court, documentary, intangible, recording, filing or similar excise or
property Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, or from the registration, receipt or perfection of a security interest under, or otherwise with respect to, any Loan
Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment under Section 2.19(b)). 
 “PACA” means the Perishable Agricultural Commodities Act, 1930, as amended, 7 U.S.C. Section 499a et seq., as the same now exists or may from time to time
hereafter be amended, restated, modified, recodified or supplemented, together with all rules, regulations and interpretations thereunder or related thereto. 
 “Parent” means, with respect to any Lender, the Person as to which such Lender is, directly or indirectly, a subsidiary. 

“Participant” has the meaning assigned to such term in Section 9.04(c). 

“Participant Register” has the meaning assigned to such term in Section 9.04(c). 

“Paying Guarantor” has the meaning assigned to such term in Section 10.11. 

  
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 “PBGC” means the Pension Benefit Guaranty Corporation referred to and
defined in ERISA and any successor entity performing similar functions. 
 “Permitted Acquisition” means any
acquisition (whether by purchase, merger, consolidation or otherwise but excluding, in any event, any Hostile Acquisition) or series of related acquisitions by any Loan Party of (i) all or substantially all the assets of or (ii) all or
substantially all the Equity Interests in, a Person or division or line of business of a Person, if, at the time of and immediately after giving effect thereto, (a) no Default has occurred and is continuing or would arise after giving effect
thereto, (b) such Person or division or line of business is engaged in the same or a similar line of business as the Borrowers and the Subsidiaries or business reasonably related, complementary or ancillary thereto or a logical extension
thereof (including, without limitation, food and beverage service, distribution, wholesale and retail), (c) all actions required to be taken with respect to such acquired or newly formed Subsidiary under Section 5.13 shall have been taken
within the time periods set out therein, (d) the Borrowers and the Subsidiaries are in compliance, on a pro forma basis, with the covenants contained in Section 6.13 recomputed as of the last day of the most recently ended Fiscal
Quarter for which financial statements are available, as if such acquisition (and any related incurrence or repayment of Indebtedness, with any new Indebtedness being deemed to be amortized over the applicable testing period in accordance with its
terms) had occurred on the first day of each relevant period for testing such compliance and, if the aggregate consideration paid in respect of such acquisition exceeds $22,000,000, Holdings shall have delivered to the Administrative Agent a
certificate of a Financial Officer of Holdings to such effect, together with all related historical financial statements (including consolidated balance sheets, income statements and cash flow statements) and projections reasonably requested by the
Administrative Agent, (e) in the case of an acquisition or merger involving a Loan Party (other than Holdings), a Loan Party is the surviving entity of such merger and/or consolidation, (f) in the case of an acquisition or merger involving
Holdings, Holdings shall be the surviving entity of such merger and/or consolidation, and (g) the sum of (i) Holdings’ and its Subsidiaries’ unencumbered and unrestricted cash and Permitted Investments plus (ii) the
Available Revolving Commitment is at least $10,000,000. 
 “Permitted Encumbrances” means: 

(a) Liens imposed by law for Taxes that are not yet delinquent or are being contested in compliance with Section 5.04;

 (b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed
by law arising in the ordinary course of business and securing obligations that are not overdue by more than thirty (30) days or are being contested in compliance with Section 5.04; 

(c) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance
and other social security laws or regulations; 
 (d) deposits to secure the performance of bids, trade contracts, leases,
statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business; 
 (e) judgment liens in respect of judgments that do not constitute an Event of Default under clause (k) of Article VII; 

(f) easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary
course of business of the Borrowers that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of any if Holdings or the Subsidiaries; and


  
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 (g) Liens arising in the ordinary course of business in favor of, or claims or rights of any
producer, grower or seller under PACA, the Food Security Act, PSA or other similar law, treaty, rule or regulation. 

“Permitted Holdings Dividends” means dividends paid by a Loan Party to Holdings: 

(i) to the extent actually used substantially concurrently by Holdings to pay the same, in amounts necessary to pay (x) such
franchise taxes and other fees required to maintain the legal existence of Holdings and (y) out-of-pocket legal, accounting and filing costs and other expenses in the nature of overhead in the ordinary course of business of Holdings;
provided, that the aggregate amount of dividends paid under this clause (i) shall not to exceed $1,000,000 in any period of twelve consecutive months; 
 (ii) in amounts necessary to enable (x) Holdings to repurchase or redeem its Equity Interest or (y) Holdings or the holders of Holdings’ Equity Interests to pay withholding taxes due as a
result of its ownership of Holdings or any other Loan Party; provided, that (x) the aggregate amount of such dividends shall not exceed $1,500,000 in any period of twelve consecutive months, (y) after giving effect to such dividend,
the sum of (A) Holdings’ and its Subsidiaries’ unencumbered and unrestricted cash and Permitted Investments plus (B) the Available Revolving Commitment shall be at least $10,000,000 and (z) such dividend shall be
actually used for a purpose set forth above substantially concurrently with the making of such dividend; and 
 (iii) to the
extent necessary to permit, and actually used substantially concurrently by, Holdings to discharge the consolidated Tax liabilities of the Loan Parties or Taxes attributable to the distributions used to pay such consolidated Tax liabilities.

 “Permitted Investments” means: 
 (a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations
are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of acquisition thereof; 
 (b) investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable from S&P or from
Moody’s; 
 (c) investments in certificates of deposit, banker’s acceptances and time deposits maturing within
180 days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States of America or
any State thereof which has a combined capital and surplus and undivided profits of not less than $500,000,000; 
 (d) fully
collateralized repurchase agreements with a term of not more than thirty (30) days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in
clause (c) above; and 
 (e) money market funds that (i) comply with the criteria set forth in SEC
Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000. 

  
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 “Person” means any natural person, corporation, limited liability company,
trust, joint venture, association, company, partnership, Governmental Authority or other entity. 
 “Plan”
means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which any Borrower or any ERISA Affiliate
is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA. 
 “Pledge Subsidiary” means (i) each Domestic Subsidiary (other than the Excluded Subsidiary) and (ii) each First Tier Foreign Subsidiary. 

“Prepayment Event” means: 
 (a) any sale, transfer or other disposition (including pursuant to a sale and leaseback transaction) of any property or asset of any Loan Party; or 

(b) any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any
property or asset of any Loan Party; or 
 (c) so long as the Leverage Ratio on the last day of the most recent Fiscal Quarter
for which financial statements shall have been delivered pursuant to Section 5.01(a) or 5.01(b) (or, prior to the delivery of any such financial statements, ending with the last Fiscal Quarter included in the financial statements referred to in
Section 3.04(a)) is equal to or greater than 2.50:1.00, the issuance by Holdings or any Subsidiaries of any Equity Interests after the Effective Date, or the receipt by Holdings or any Subsidiaries of any capital contribution; or 

(d) the incurrence by any Loan Party of any Indebtedness, other than Indebtedness permitted under Section 6.01; or

 (e) the receipt of cash by Holdings or any Subsidiary not in the ordinary course of business, in respect of (i) foreign,
United States, state or local tax refunds, (ii) pension plan reversions, (iii) judgments, proceeds of settlements or other consideration of any kind in connection with any cause of action (other than payments or proceeds that represent
reimbursement for amounts paid by Holdings or any Subsidiary within the six months immediately preceding such judgment, settlement or other cause of action), (iv) indemnity payments (other than indemnity payments that represent reimbursement
for amounts paid by Holdings or any Subsidiary within the six months immediately preceding such indemnity payment) and (v) any purchase price adjustment received in connection with any purchase agreement. 

“Prime Rate” means the rate of interest per annum publicly announced from time to time by Chase as its prime rate at its
principal office in New York City; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective. 
 “Projections” has the meaning assigned to such term in Section 5.01(e). 
 “PSA” means the Packers and Stockyard Act of 1921, 7 U.S.C. 181, as the same now exists or may from time to time hereafter be amended, restated, modified, recodified or supplemented,
together with all rules, regulations and interpretations thereunder or related thereto. 
 “Recipient” means,
as applicable, (a) the Administrative Agent, (b) any Lender and (c) the Issuing Bank. 

  
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 “Register” has the meaning assigned to such term in
Section 9.04. 
 “Reinvestment Period” has the meaning assigned to such term in
Section 2.11(c). 
 “Related Parties” means, with respect to any specified Person, such
Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates. 
 “Required Lenders” means, at any time, Lenders (other than Defaulting Lenders) having Credit Exposure and unused Commitments representing more than 50% of the sum of the Aggregate Credit
Exposure and unused Commitments; provided that, “Required Lenders” shall consist of at least two (2) Lenders at all times that there exists two (2) or more Lenders. 

“Required Revolving Lenders” means, at any time, Lenders (other than Defaulting Lenders) having Revolving
Exposure and unused Revolving Commitments representing more than 50% of the sum of the aggregate Revolving Exposure and unused Revolving Commitments; provided that, “Required Revolving Lenders” shall consist of at least two
(2) Revolving Lenders at all times that there exists two (2) or more Revolving Lenders. 
 “Requirement
of Law” means, as to any Person, the Certificate of Incorporation and By Laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other
Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject. 
 “Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in Holdings or any of its Subsidiaries
to their Equity Interest holders in such capacity, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or
termination of any such Equity Interests in Holdings or its Subsidiaries or any option, warrant or other right to acquire any such Equity Interests in Holdings or its Subsidiaries, or any payment of management or similar fees to any Person.

 “Revolving Commitment” means, with respect to each Lender, the commitment, if any, of such Lender to make
Revolving Loans and to acquire participations in Letters of Credit and Swingline Loans hereunder, expressed as an amount representing the maximum possible aggregate amount of such Lender’s Revolving Exposure hereunder, as such commitment may be
reduced or increased from time to time pursuant to (a) Section 2.09 or 2.22 or (b) assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender’s Revolving Commitment is
set forth on the Commitment Schedule, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Revolving Commitment, as applicable. The initial aggregate amount of the Lenders’ Revolving Commitments is
$100,000,000. 
 “Revolving Commitment Increase” has the meaning assigned to such term in
Section 2.22. 
 “Revolving Exposure” means, with respect to any Lender at any time, the sum
(without duplication) of the outstanding principal amount of such Lender’s Revolving Loans, LC Exposure and Swingline Exposure at such time. 
 “Revolving Lender” means, as of any date of determination, a Lender with a Revolving Commitment or, if the Revolving Commitments have terminated or expired, a Lender with Revolving
Exposure. 

  
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 “Revolving Loan” means a Loan made pursuant to Section 2.01(a).

 “S&P” means Standard & Poor’s Financial Services, a Standard & Poor’s
Financial Services LLC business, or any successor thereto. 
 “SEC” means the United States Securities and
Exchange Commission. 
 “Secured Obligations” means all Obligations, together with all (i) Banking
Services Obligations and (ii) Swap Obligations owing to one or more Lenders or their respective Affiliates. 

“Secured Parties” means, collectively, the Administrative Agent, each Lender and each other holder of any Secured
Obligation from time to time. 
 “Security Agreement” means that certain Pledge and Security Agreement, dated
as of the date hereof, between the Loan Parties and the Administrative Agent, for the benefit of the Administrative Agent and the Lenders and the other holders of the Secured Obligations, and any other pledge or security agreement entered into,
after the date of this Agreement by any other Loan Party or any other Person, as the same may be amended, restated or otherwise modified from time to time. 
 “Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the
maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Administrative Agent is subject with respect to the Adjusted LIBO Rate, for eurocurrency
funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute
eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation.
The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage. 
 “Subordinated Indebtedness” of a Person means any Indebtedness of such Person (including seller notes) the payment of which is subordinated to payment of the Secured Obligations to the
written satisfaction of the Administrative Agent, which shall not be unreasonably withheld. 
 “subsidiary”
means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the
parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of
which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned,
controlled or held, or (b) that is, as of such date, otherwise Controlled by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent. 

“Subsidiary” means any direct or indirect subsidiary of Holdings. 

“Swap Agreement” means any agreement with respect to any swap, forward, spot, future, credit default or derivative
transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or
pricing risk or value or any similar transaction or 

  
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any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers,
employees or consultants of the Borrowers or the Subsidiaries shall be a Swap Agreement. 
 “Swap Obligations”
of a Loan Party means any and all obligations of such Loan Party, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions
therefor), under (a) any and all Swap Agreements, and (b) any and all cancellations, buy backs, reversals, terminations or assignments of any Swap Agreement transaction. 

“Swingline Exposure” means, at any time, the sum of the aggregate of all outstanding Swingline Loans. The Swingline
Exposure of any Revolving Lender at any time shall be its Applicable Percentage of the aggregate Swingline Exposure. 

“Swingline Lender” means Chase, in its capacity as lender of Swingline Loans hereunder. 

“Swingline Loan” means a Loan made pursuant to Section 2.05. 

“Taxes” means any present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other
similar charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto. 
 “Term Lenders” means, as of any date of determination, Lenders having a Term Loan Commitment. 
 “Term Loan Commitment” means (a) as to any Term Lender, the aggregate commitment of such Term Lender to make Term Loans as set forth in the Commitment Schedule or in the most
recent Assignment and Assumption executed by such Term Lender, as applicable, and (b) as to all Term Lenders, the aggregate commitment of all Term Lenders to make Term Loans, which aggregate commitment shall be $40,000,000 on the Effective
Date. After advancing the Term Loan, each reference to a Term Lender’s Term Loan Commitment shall refer to such Term Lender’s Applicable Percentage of the Term Loans. 

“Term Loans” means the Term Loans extended by the Term Lenders to the Borrowers pursuant to Section 2.01(b).

 “Total Indebtedness” means, at any date, the aggregate principal amount of all Indebtedness of Holdings and
its Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP. For purposes of determining Total Indebtedness, the Indebtedness of any Loan Party or any Subsidiary in respect of any Swap Agreement on any date of
determination shall be the maximum aggregate amount (giving effect to any netting agreements) that such Loan Party or such Subsidiary would be required to pay if such Swap Agreement were terminated at such time. 

“Transactions” means the execution, delivery and performance by the Loan Parties of this Agreement and the other Loan
Documents, the borrowing of Loans and other credit extensions, the use of the proceeds thereof, the issuance of Letters of Credit hereunder and the repayment of the Indebtedness required hereunder. 

“Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the
Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate. 

  
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 “UCC” means the Uniform Commercial Code as in effect from time to time in
the State of New York or any other state the laws of which are required to be applied in connection with the attachment, perfection or priority of, or remedies with respect to, Administrative Agent’s or any Lender’s Lien on any Collateral.

 “Unliquidated Obligations” means, at any time, any Secured Obligations (or portion thereof) that are
contingent in nature or unliquidated, including any Secured Obligation that is: (i) an obligation to reimburse a bank for drawings not yet made under a letter of credit issued by it; (ii) any other obligation (including any guarantee) that
is contingent in nature; (iii) an obligation to provide collateral to secure any of the foregoing types of obligations; or (iv) an indemnity. 
 “U.S. Person” means a “United States person” within the meaning of Section 7701(a)(30) of the Code. 

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such
Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA. 
 “Withholding
Agent” means the Borrower Representative and the Administrative Agent. 
 “Working Capital” means, at
any date, the excess of current assets of Holdings and its Subsidiaries on such date (excluding cash and Permitted Investments) over current liabilities of Holdings and its Subsidiaries on such date (excluding any outstanding Revolving Loans
and Swingline Loans and the current portion of any other Indebtedness), all determined on a consolidated basis in accordance with GAAP. 
 SECTION 1.02. Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving Loan”) or by Type
(e.g., a “Eurodollar Loan”) or by Class and Type (e.g., a “Eurodollar Revolving Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Revolving Borrowing”) or by Type
(e.g., a “Eurodollar Borrowing”) or by Class and Type (e.g., a “Eurodollar Revolving Borrowing”). 
 SECTION 1.03. Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall
include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will”
shall be construed to have the same meaning and effect as the word “shall”. Unless expressly provided to the contrary or the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document
herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein),
(b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed
to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules
to, this Agreement, (e) any reference in any definition to the phrase “at any time” or “for any period” shall refer to the same time or period for all calculations or determinations within such definition, and (f) the
words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. 

  
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 SECTION 1.04. Accounting Terms; GAAP; Pro Forma Calculations. (a) Except as
otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if after the date hereof there occurs any change in GAAP or in the
application thereof on the operation of any provision hereof and the Borrower Representative notifies the Administrative Agent that the Borrowers request an amendment to any provision hereof to eliminate the effect of such change in GAAP or in the
application thereof (or if the Administrative Agent notifies the Borrower Representative that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such
change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such
provision amended in accordance herewith. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be
made (i) without giving effect to any election under Accounting Standards Codification 825-10-25 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or
other liabilities of Holdings or any Subsidiary at “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification
470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all
times be valued at the full stated principal amount thereof. 
 (b) All pro forma computations required to be made hereunder
giving effect to any acquisition or disposition, or issuance, incurrence or assumption of Indebtedness, or other transaction shall in each case be calculated giving pro forma effect thereto (and, in the case of any pro forma computation made
hereunder to determine whether such acquisition or disposition, or issuance, incurrence or assumption of Indebtedness, or other transaction is permitted to be consummated hereunder, to any other such transaction consummated since the first day of
the period covered by any component of such pro forma computation and on or prior to the date of such computation) as if such transaction had occurred on the first day of the period of four consecutive Fiscal Quarters ending with the most recent
Fiscal Quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or 5.01(b) (or, prior to the delivery of any such financial statements, ending with the last Fiscal Quarter included in the financial statements
referred to in Section 3.04(a)), and, to the extent applicable, to the historical earnings and cash flows associated with the assets acquired or disposed of (but without giving effect to any synergies or cost savings, other than those in
connection with any acquisition that (i) are reasonably acceptable to the Administrative Agent and (ii) the Borrowers reasonably determine in good faith will be actually and fully realized as of the date of consummation of such
acquisition) and any related incurrence or reduction of Indebtedness, all in accordance with Article 11 of Regulation S-X under the Securities Act. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the
interest on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Swap Agreement applicable to such Indebtedness). 

SECTION 1.05. Status of Obligations. In the event that any Loan Party shall at any time issue or have outstanding any
Subordinated Indebtedness, such Loan Party shall take all such actions as shall be necessary to cause the Secured Obligations to constitute senior indebtedness (however denominated) in respect of such Subordinated Indebtedness and to enable the
Administrative Agent and the Lenders to have and exercise any payment blockage or other remedies available or potentially available to holders of senior indebtedness under the terms of such Subordinated Indebtedness. Without limiting the foregoing,
the Obligations are hereby designated as “senior indebtedness” and as “designated senior indebtedness” and words of similar import under and in respect of any indenture or other agreement or instrument under 

  
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which such Subordinated Indebtedness is outstanding and are further given all such other designations as shall be required under the terms of any such Subordinated Indebtedness in order that the
Lenders may have and exercise any payment blockage or other remedies available or potentially available to holders of senior indebtedness under the terms of such Subordinated Indebtedness. 

ARTICLE II 

THE CREDITS 
 SECTION 2.01. Commitments. Subject to the terms and conditions set forth herein, (a) each Revolving Lender agrees to make Revolving Loans to the Borrowers in Dollars from time to time
during the Availability Period in an aggregate principal amount that will not result in (i) the amount of such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment or (ii) the Aggregate Revolving Exposure
exceeding the aggregate Revolving Commitments, and (b) each Term Lender agrees to make a Term Loan to Dairyland in Dollars on the Effective Date, in an amount equal to such Lender’s Term Loan Commitment by making immediately available
funds available to the Administrative Agent’s designated account, not later than the time specified by the Administrative Agent. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow,
prepay and reborrow Revolving Loans. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. 

SECTION 2.02. Loans and Borrowings. (a) Each Loan (other than a Swingline Loan) shall be made as part of a Borrowing
consisting of Loans of the same Class and Type made by the Lenders ratably in accordance with their respective Commitments of the applicable Class. The failure of any Lender to make any Loan required to be made by it shall not relieve any other
Lender of its obligations hereunder; provided that, the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required. Any Swingline Loan shall be made in accordance
with the procedures set forth in Section 2.05. The Term Loans shall amortize as set forth in Section 2.10. 
 (b)
Subject to Section 2.14, each Revolving Borrowing and Term Loan Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower Representative may request in accordance herewith. Each Swingline Loan shall be
an ABR Loan. Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan (and in the case of an Affiliate, the provisions of Sections 2.15, 2.16 and 2.17 shall apply
to such Affiliate to the same extent as to such Lender); provided that any exercise of such option shall not affect the obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement. 

(c) At the commencement of each Interest Period for any Eurodollar Revolving Borrowing, such Borrowing shall be in an aggregate amount
that is an integral multiple of $500,000 and not less than $1,000,000. ABR Revolving Borrowings may be in any amount. Each Swingline Loan shall be in an amount that is an integral multiple of $250,000 and not less than $250,000. Borrowings of more
than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of five (5) Eurodollar Borrowings outstanding at any time. 

(d) Notwithstanding any other provision of this Agreement, the Borrower Representative shall not be entitled to request, or to elect to
convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date. 

SECTION 2.03. Requests for Revolving Borrowings. To request a Revolving Borrowing, the Borrower Representative shall notify
the Administrative Agent of such request either in writing (delivered by hand or facsimile) in a form approved by the Administrative Agent and signed by the Borrower Representative or by telephone not later than (a) in the case of a Eurodollar
Borrowing, 10:00 a.m., New 

  
 24 









 
York City time, three (3) Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, noon, New York City time, on the date of the proposed
Borrowing; provided that any such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e) may be given not later than 9:00 a.m., New York City time, on the
date of the proposed Borrowing. Each such Borrowing Request shall be irrevocable and each telephonic Borrowing Request shall be confirmed promptly by hand delivery or facsimile to the Administrative Agent of a written Borrowing Request in a form
approved by the Administrative Agent and signed by the Borrower Representative. Each Borrowing Request shall specify the following information: 
 (i) the name of the applicable Borrower(s); 
 (ii) the aggregate
amount of the requested Borrowing and a breakdown of the separate wires comprising such Borrowing; 
 (iii) the
date of such Borrowing, which shall be a Business Day; 
 (iv) whether such Borrowing is to be an ABR Borrowing
or a Eurodollar Borrowing; 
 (v) in the case of a Eurodollar Borrowing, the initial Interest Period to be
applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and 
 (vi) the location and account number of the account to which funds are to be disbursed, which shall comply with the requirements of Section 2.07. 

If no election as to the Type of Revolving Borrowing is specified, then the requested Revolving Borrowing shall be an ABR Borrowing. If no Interest
Period is specified with respect to any requested Eurodollar Revolving Borrowing, then the applicable Borrower(s) shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in
accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. 

SECTION 2.04. [Intentionally Omitted]. 
 SECTION 2.05. Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans in Dollars to the Borrowers from time to time
during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $3,000,000 or (ii) the Aggregate Revolving
Exposure exceeding the aggregate Revolving Commitments; provided that (x) the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan and (y) not more than one Swingline Loan shall
be outstanding at any time. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. 

(b) To request a Swingline Loan, the Borrower Representative on behalf of the applicable Borrower, shall notify the Administrative Agent
of such request by telephone (confirmed by telecopy), not later than 2:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day)
and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower Representative. The Swingline Lender shall make each Swingline Loan available to the
applicable Borrower by means of a credit to the general deposit account of such Borrower designated by the Borrower Representative (or in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in
Section 2.06(e), by remittance to such Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. 

  
 25 









 (c) The Swingline Lender may by written notice given to the Administrative Agent not later
than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline
Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline
Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of
such Swingline Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance
whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender
shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis
mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower
Representative of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received
by the Swingline Lender from any Borrower (or other party on behalf of any Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the
Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender,
as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to any Borrower for
any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve any Borrower of any default in the payment thereof. 
 SECTION 2.06. Letters of Credit. (a) General. Subject to the terms and conditions set forth herein (including satisfaction of the conditions set forth in Section 4.02),
the Borrower Representative may request the issuance of Letters of Credit for its own account or for the account of another Borrower, in a form reasonably acceptable to the Administrative Agent and the Issuing Bank, at any time and from time to time
during the Availability Period. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrowers to, or
entered into by the Borrowers with, the Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. The letters of credit identified on Schedule 2.06 (the “Existing Letters of
Credit”) shall be deemed to be “Letters of Credit” issued on the Effective Date for all purposes of the Loan Documents. 
 (b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit),
the Borrower Representative shall deliver by hand or facsimile (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Administrative Agent (reasonably in advance of
the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be 

  
 26 









 
amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which
shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of
Credit. If requested by the Issuing Bank, the applicable Borrower also shall submit a letter of credit application on the Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued,
amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrowers shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension
(i) the LC Exposure shall not exceed $1,000,000 and (ii) the Aggregate Revolving Exposures shall not exceed the aggregate Revolving Commitments. Notwithstanding anything herein to the contrary, prior to requesting the issuance of a Letter
of Credit, the Administrative Agent shall have received such letter of credit applications or master agreement as may be required by the Issuing Bank (and reasonably acceptable to Administrative Agent), which applications and/or agreements shall be
properly completed and executed. 
 (c) Expiration Date. Each Letter of Credit shall expire at or prior to the close of
business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that is five
(5) Business Days prior to the Maturity Date. 
 (d) Participations. By the issuance of a Letter of Credit (or an
amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank or the Revolving Lenders, the Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby
acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the
foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by the Issuing Bank and not
reimbursed by the Borrowers on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the Borrowers for any reason. Each Revolving Lender acknowledges and agrees that its
obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of
Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 

(e) Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers shall
reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m., New York City time, on the date that such LC Disbursement is made, if the Borrower Representative
shall have received notice of such LC Disbursement prior to 9:00 a.m., New York City time, on such date, or (ii) if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than
11:00 a.m., New York City time, on the Business Day immediately following the day that the Borrower Representative receives such notice; provided that the Borrowers may, subject to the conditions to borrowing set forth herein, request in
accordance with Section 2.03 or Section 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ obligation to make such
payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrowers fail to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement,
the payment then due from the Borrowers in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the


  
 27 









 
Administrative Agent its Applicable Percentage of the payment then due from the Borrowers, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender
(and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving
Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have
made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any
LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers of their obligation to reimburse such LC Disbursement. 

(f) Obligations Absolute. The Borrowers’ joint and several obligation to reimburse LC Disbursements as provided in
paragraph (e) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any
lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein or herein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any
respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of
Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against,
the Borrowers’ obligations hereunder. Neither the Administrative Agent, the Revolving Lenders nor the Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or
transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or
delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes
beyond the control of the Issuing Bank; provided that the foregoing shall not be construed to excuse the Issuing Bank from liability to the Borrowers to the extent of any direct damages (as opposed to consequential damages, claims in respect
of which are hereby waived by the Borrowers to the extent permitted by applicable law) suffered by any Borrower that are caused by the Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a
Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of the Issuing Bank (as finally determined by a court of competent jurisdiction), the
Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be
in substantial compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or
information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit. 
 (g) Disbursement Procedures. The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The Issuing
Bank shall promptly notify the Administrative Agent and the applicable Borrower by telephone (confirmed by facsimile) of such demand for payment and whether the Issuing Bank has made or will make an LC Disbursement thereunder; provided that
any failure to give or delay in giving such notice shall not relieve the Borrowers of their obligation to reimburse the Issuing Bank and the Revolving Lenders with respect to any such LC Disbursement. 

  
 28 









 (h) Interim Interest. If the Issuing Bank shall make any LC Disbursement, then,
unless the Borrowers shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the
date that the Borrowers reimburse such LC Disbursement, at the rate per annum then applicable to ABR Revolving Loans; provided that, if the Borrowers fail to reimburse such LC Disbursement when due pursuant to paragraph (e) of
this Section, then Section 2.13(d) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the Issuing Bank, except that interest accrued on and after the date of payment by any Revolving Lender pursuant to
paragraph (e) of this Section to reimburse the Issuing Bank shall be for the account of such Lender to the extent of such payment. 
 (i) Replacement of the Issuing Bank. The Issuing Bank may be replaced at any time by written agreement among the Borrower Representative, the Administrative Agent, the replaced Issuing Bank and the
successor Issuing Bank. The Administrative Agent shall notify the Revolving Lenders of any such replacement of the Issuing Bank. At the time any such replacement shall become effective, the Borrowers shall pay all unpaid fees accrued for the account
of the replaced Issuing Bank pursuant to Section 2.12(b). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the Issuing Bank under this Agreement
with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing
Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with
respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit. 
 (j) Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Borrower Representative receives notice from the Administrative Agent or the Required
Lenders (or, if the maturity of the Loans has been accelerated, Required Revolving Lenders) demanding the deposit of cash collateral pursuant to this paragraph, the Borrowers shall deposit in an account with the Administrative Agent, in the name of
the Administrative Agent and for the benefit of the Revolving Lenders (the “LC Collateral Account”), an amount in cash equal to 105% of the LC Exposure as of such date plus accrued and unpaid interest thereon; provided that
the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to any
Borrower described in clause (h) or (i) of Article VII. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the Secured Obligations. The Administrative Agent
shall have exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral Account and the Borrowers hereby grant the Administrative Agent a first-priority security interest in the LC Collateral Account and any
amounts on deposit therein. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrowers’ risk and expense, such deposits
shall not bear interest. Interest or profits, if any, on such investments shall accumulate in the LC Collateral Account. Moneys in the LC Collateral Account shall be applied by the Administrative Agent to reimburse the Issuing Bank for LC
Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been
accelerated (but subject to the consent of Required Revolving Lenders), be applied to satisfy other Secured Obligations. If the Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of


  
 29 









 
an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers within three (3) Business Days after all such Events of Default have been cured
or waived as confirmed in writing by the Administrative Agent. 
 SECTION 2.07. Funding of Borrowings. (a) Each
Lender shall make each Loan to be made by such Lender hereunder on the proposed date thereof by wire transfer of immediately available funds by 11:00 a.m., New York City time, to the account of the Administrative Agent most recently designated
by it for such purpose by notice to the Lenders in an amount equal to such Lender’s Applicable Percentage of such Loan; provided that (i) Term Loans shall be made as provided in Section 2.01(b) and (ii) Swingline Loans
shall be made as provided in Section 2.05. The Administrative Agent will make such Loans available to the Borrower Representative by promptly crediting the amounts so received, in like funds, to an account of the Borrower Representative
maintained with the Administrative Agent or as otherwise designated in the Borrowing Request; provided that ABR Revolving Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e) shall be
remitted by the Administrative Agent to the Issuing Bank. 
 (b) Unless the Administrative Agent shall have received notice from
a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available
on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the
applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrowers severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and
including the date such amount is made available to the applicable Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate
determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrowers, the interest rate applicable to ABR Loans. If such Lender pays such amount to the Administrative
Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing. 
 SECTION 2.08. Interest
Elections. (a) Except Borrowings on the Effective Date, each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Borrowing, shall have an initial Interest Period as
specified in such Borrowing Request. Thereafter, the Borrower Representative may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all
as provided in this Section. The Borrower Representative may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans
comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Borrowings, which may not be converted or continued. 

(b) To make an election pursuant to this Section, the Borrower Representative shall notify the Administrative Agent of such election by
telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrowers were requesting a Revolving Borrowing of the Type resulting from such election to be made on the effective date of such election. Each
such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or facsimile to the Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed
by the Borrower Representative. Notwithstanding any contrary provision herein, this Section shall not be construed to permit the Borrower Representative to (i) elect an Interest Period for Eurodollar Loans that does not comply with
Section 2.02 or (ii) convert any Borrowing to a Borrowing of a Type not available under the Class of Commitments pursuant to which such Borrowing was made. 

  
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 (c) Each telephonic and written Interest Election Request shall specify the following
information in compliance with Section 2.02: 
 (i) the name of the applicable Borrower and the
Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be
specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); 
 (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; 

(iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and 

(iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving
effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. 
 If any such Interest
Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrowers shall be deemed to have selected an Interest Period of one month’s duration. 

(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof
and of such Lender’s portion of each resulting Borrowing. 
 (e) If the Borrower Representative fails to deliver a timely
Interest Election Request with respect to a Eurodollar Revolving Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall
be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if a Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower Representative, then, so long
as a Default is continuing (i) no outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period
applicable thereto. 
 SECTION 2.09. Termination and Reduction of Commitments. (a) Unless previously
terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) all other Commitments shall terminate on the Maturity Date. 

(b) The Borrowers may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loans, together with
accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of
a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent and Issuing Bank) equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the
accrued and unpaid fees, and (iv) the payment in full of all reimbursable expenses and other Obligations, together with accrued and unpaid interest thereon. 

  
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 (c) The Borrowers may from time to time reduce the Revolving Commitments; provided
that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $2,500,000 and not less than $2,500,000; (ii) the Borrowers shall not reduce the Revolving Commitments if, after giving effect to
any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the Aggregate Revolving Exposures would exceed the total Revolving Commitments; and (iii) any such reduction shall be permanent. 

(d) The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Commitments under the
foregoing paragraphs of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the
Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by
the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to
the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective
Commitments. 
 SECTION 2.10. Repayment and Amortization of Loans; Evidence of Debt.
(a) The Borrowers hereby unconditionally promise to pay (i) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date and (ii) to the Swingline
Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Maturity Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two (2) Business Days after such Swingline Loan is made; provided
that on each date that a Revolving Borrowing is made, the Borrowers shall repay all Swingline Loans then outstanding. Dairyland shall repay the Term Loans on each date set forth below in the aggregate principal amount set forth opposite such date
(as adjusted from time to time pursuant to Section 2.11(e) or otherwise under the Loan Documents): 
  

					
	 Date
	  	Amount	 
	 June 30, 2012
	  	$	1,000,000	  
	 September 30, 2012
	  	$	1,000,000	  
	 December 31, 2012
	  	$	1,000,000	  
	 March 31, 2013
	  	$	1,000,000	  
	 June 30, 2013
	  	$	1,500,000	  
	 September 30, 2013
	  	$	1,500,000	  
	 December 31, 2013
	  	$	1,500,000	  
	 March 31, 2014
	  	$	1,500,000	  
	 June 30, 2014
	  	$	1,500,000	  
	 September 30, 2014
	  	$	1,500,000	  
	 December 31, 2014
	  	$	1,500,000	  
	 March 31, 2015
	  	$	1,500,000	  
	 June 30, 2015
	  	$	1,500,000	  
	 September 30, 2015
	  	$	1,500,000	  
	 December 31, 2015
	  	$	1,500,000	  
	 March 31, 2016
	  	$	1,500,000	  
	 June 30, 2016
	  	$	1,500,000	  
	 September 30, 2016
	  	$	1,500,000	  
	 December 31, 2016
	  	$	1,500,000	  
	 March 31, 2017
	  	$	1,500,000	  


  
 32 









 To the extent not previously paid, all the then unpaid balances of all Term Loans shall be paid in full by
Dairyland on the Maturity Date. 
 (b) [Intentionally Omitted]. 

(c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers
to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. 
 (d) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto,
(ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the
Lenders and each Lender’s share thereof. 
 (e) The entries made in the accounts maintained pursuant to
paragraphs (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to
maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement. 
 (f) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers shall prepare, execute and deliver to such Lender a promissory note payable to the order of
such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including
after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered
assigns). 
 SECTION 2.11. Prepayment of Loans. (a) The Borrowers shall have the right at any time and from
time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (f) of this Section. 
 (b) [Intentionally Omitted]. 
 (c) In the event and on each occasion that any Net
Proceeds are received by or on behalf of any Loan Party or any Subsidiary in respect of any Prepayment Event, the Borrowers shall, within one (1) Business Day after such Net Proceeds are received by such Loan Party or Subsidiary, prepay the
Obligations as set forth in Section 2.11(e) below in an aggregate amount equal to (i) in the case of any event described in clause (a), (b), (d) or (e) of the definition of “Prepayment
Event,” 100% of such Net Proceeds and (ii) in the case of any event described in clause (c) of the definition of “Prepayment Event,” 50% of such Net Proceeds; provided that, (x) in the case of any event
described in clause (a), (b), (c) or (e) of the definition of the term “Prepayment Event,” no payment shall be due under this Section until the aggregate proceeds received in connection with such
Prepayment Events after the Effective Date exceed $1,000,000 and (y) in the case of any event described in clause (b) of the definition of the term “Prepayment Event” (other than insurance and condemnation proceeds arising
from casualty or losses to 

  
 33 









 
Inventory), if the Borrower Representative shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that the Loan Parties intend to apply the Net Proceeds from
such event (or a portion thereof specified in such certificate), within 270 days after receipt of such Net Proceeds or such longer period of time as the Administrative Agent may agree to in its sole discretion (such period of time, the
“Reinvestment Period”), to acquire (or replace or rebuild) real property, equipment or other tangible assets to be used in the business of the Loan Parties, and certifying that no Default has occurred and is continuing, then no
prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided that, to the extent of any such Net Proceeds therefrom that have not been so applied or contractually committed by
the end of the applicable Reinvestment Period (and, if so contractually committed in writing by the end of the applicable Reinvestment Period, applied within ninety (90) days of the end of the applicable Reinvestment Period), a prepayment in
accordance with Section 2.11(e) shall be promptly (and, in any event, within one (1) Business Day) required in an amount equal to such Net Proceeds that have not been so applied; provided, further that the Borrowers
shall not be permitted to make elections to use Net Proceeds to acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) with respect to Net Proceeds in any Fiscal Year in an aggregate amount in excess
of $3,000,000. If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to Equipment, Fixtures and real property is not otherwise determined, the allocation and application of those proceeds shall be determined
by the Administrative Agent, in its reasonable judgment. Nothing in this clause (c) shall be deemed to be implied consent to any transaction underlying a Prepayment Event that is otherwise prohibited by the terms of this Agreement.

 (d) Until the Maturity Date, so long as the Leverage Ratio on the last day of the immediately preceding Fiscal Year is
greater than 2.00:1.00, the Borrowers shall prepay the Obligations as set forth in Section 2.11(e) below on the date that is ten (10) days after the earlier of (i) the date on which Holdings’ and its Subsidiaries’
annual audited financial statements for the immediately preceding Fiscal Year are delivered pursuant to Section 5.01 and (ii) the date on which such annual audited financial statements were required to be delivered pursuant to
Section 5.01, in an amount equal to 50% of the Loan Parties’ Excess Cash Flow for the immediately preceding Fiscal Year, beginning with the partial Fiscal Year that commences on the first day of the first full Fiscal Month beginning
after the Effective Date and ends on the last day of the Fiscal Month ending closest to December 31, 2012 (provided, that the mandatory payment under this paragraph (d) shall be capped at (x) $2,000,000 for the Fiscal
Year ending most closely to December 31, 2012 and (y) $4,000,000 for each Fiscal Year thereafter). Each Excess Cash Flow prepayment shall be accompanied by a certificate signed by a Financial Officer of the Borrower Representative
certifying the manner in which Excess Cash Flow and the resulting prepayment were calculated, which certificate shall be in form and substance satisfactory to Administrative Agent. 

(e) All amounts prepaid pursuant to Section 2.11(c) and (d) shall be applied, first to prepay the Term
Loans (to be applied to installments of the Term Loans in inverse order of maturity) and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitments and to cash collateralize
outstanding LC Exposure. 
 (f) The Borrower Representative shall notify the Administrative Agent (and, in the case of
prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder not later than 10:00 a.m., New York City time, (A) in the case of prepayment of a Eurodollar Borrowing, three
(3) Business Days before the date of prepayment, or (B) in the case of prepayment of an ABR Borrowing, one (1) Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and
the principal amount of each Borrowing or portion thereof to be prepaid; provided that if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09,
then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with 

  
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Section 2.09. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment
of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably
to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13 and amounts due under Section 2.16. 

SECTION 2.12. Fees. (a) The Borrowers agree to pay to the Administrative Agent for the account of each Lender a
commitment fee, which shall accrue at a per annum rate equal to 0.40% on the average daily amount of the Available Revolving Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which the
Lenders’ Revolving Commitments terminate. Accrued commitment fees shall be payable in arrears on the first Business Day of each January, April, July and October (commencing on the first such date to occur after the date hereof) and on the date
on which the Revolving Commitments terminate. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed. 

(b) The Borrowers agree to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with
respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding
any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such
Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank, for its own account, a fronting fee, which shall accrue at the rate of 0.25% per annum on the average daily amount of the LC Exposure (excluding any portion thereof
attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as
well as the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation
fees and fronting fees accrued through and including the last day of each Fiscal Quarter shall be payable on the first Business Day of each Fiscal Quarter following such last day, commencing on the first such date to occur after the Effective Date;
provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to
the Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of
days elapsed. 
 (c) The Borrowers agree to pay to the Administrative Agent, for its own account (as applicable), the fees
payable under the Fee Letter as and when the same are due and such other fees in the amounts and at the times as are separately agreed upon between the Borrowers and the Administrative Agent. 

(d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the
Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances. 

SECTION 2.13. Interest. (a) The Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear interest
at the Alternate Base Rate plus the Applicable Rate. 

  
 35 









 (b) The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO
Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate. 
 (c) [Intentionally Omitted]. 

(d) Notwithstanding the foregoing, during the occurrence and continuance of a Default, the Administrative Agent or the Required Lenders
may, at their option, by notice to the Borrower Representative (which notice may be revoked at the option of the Required Lenders notwithstanding any provision of Section 9.02 requiring the consent of “each Lender affected
thereby” for reductions in interest rates), declare that (i) all Loans shall bear interest at 2% plus the rate otherwise applicable to such Loans as provided in the preceding paragraphs of this Section or (ii) in the case of any other
amount outstanding hereunder, such amount shall accrue at 2% plus the rate applicable to such fee or other obligation as provided hereunder; provided that no notice shall be required and the foregoing rates shall automatically take effect
upon the occurrence of a Default under clause (a), (h), (i) or (j) of Article VII. 
 (e) Accrued
interest on each Loan (for ABR Loans, accrued through the last day of the prior calendar month) shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the Commitments; provided that (i) interest
accrued pursuant to paragraph (d) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan prior to the end of the Availability
Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period
therefor, accrued interest on such Loan shall be payable on the effective date of such conversion. 
 (f) All interest hereunder
shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of
365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed. The applicable Alternate Base Rate, Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative Agent, and such
determination shall be conclusive absent manifest error. 
 SECTION 2.14. Alternate Rate of Interest. If prior to
the commencement of any Interest Period for a Eurodollar Borrowing: 
 (a) the Administrative Agent determines (which
determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or 

(b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such
Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; 

then the Administrative Agent shall give notice thereof to the Borrower Representative and the Lenders by telephone or facsimile as promptly as
practicable thereafter and, until the Administrative Agent notifies the Borrower Representative and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of
any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective, and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing. 

  
 36 









 SECTION 2.15. Increased Costs. (a) If any Change in Law shall: 

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar
requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or the Issuing Bank; 

(ii) impose on any Lender or the Issuing Bank or the London interbank market any other condition, cost or expense
affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; or 

(iii) subject any Recipient to any Taxes on its loans, loan principal, letters of credit, commitments, or other
obligations, or its deposits, reserves, other liabilities or capital attributable thereto (other than (A) Indemnified Taxes, (B) Excluded Taxes and (C) Other Connection Taxes on gross or net income, profits or receipts (including
value-added or similar Taxes)); 
 and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient
of making or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender, the Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit or to reduce
the amount of any sum received or receivable by such Lender, the Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise), then the Borrowers will pay to such Lender, the Issuing Bank or such other Recipient, as
the case may be, such additional amount or amounts as will compensate such Lender, the Issuing Bank or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered. 

(b) If any Lender or the Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the
effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or
participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have
achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy and liquidity),
then from time to time the Borrowers will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding
company for any such reduction suffered. 
 (c) A certificate of a Lender or the Issuing Bank setting forth the amount or
amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower Representative and shall be
conclusive absent manifest error. The Borrowers shall pay such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof. 

(d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a
waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section for any increased costs or
reductions incurred more than 180 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrower Representative of the Change in Law giving rise to such increased costs or reductions and of such
Lender’s or the Issuing Bank’s intention to claim compensation therefor; provided, further, that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above
shall be extended to include the period of retroactive effect thereof. 

  
 37 









 SECTION 2.16. Break Funding Payments. In the event of (a) the payment of
any principal of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan other than on the last day of the Interest Period
applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.09(d) and
is revoked in accordance therewith), or (d) the assignment of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Representative pursuant to Section 2.19,
then, in any such event, the Borrowers shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined
by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Eurodollar Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such
Eurodollar Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such
Eurodollar Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for Dollar deposits of a
comparable amount and period from other banks in the eurodollar market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower
Representative and shall be conclusive absent manifest error. The Borrowers shall pay such Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof. 

SECTION 2.17. Taxes. (a) Withholding of Taxes; Gross-Up. Each payment by any Loan Party under any Loan Document
shall be made without withholding for any Taxes, unless such withholding is required by any law. If any Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to withhold Taxes, then such Withholding
Agent may so withhold and shall timely pay the full amount of withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by such Loan Party shall be increased
as necessary so that, net of such withholding (including such withholding applicable to additional amounts payable under this Section), the applicable Recipient receives the amount it would have received had no such withholding been made.

 (b) Payment of Other Taxes by the Borrowers. The Borrowers shall timely pay any Other Taxes to the relevant
Governmental Authority in accordance with applicable law. 
 (c) Evidence of Payments. As soon as practicable after any
payment of Indemnified Taxes by any Loan Party to a Governmental Authority, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy
of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. 

(d) Indemnification by the Loan Parties. The Loan Parties shall jointly and severally indemnify each Recipient for any Indemnified
Taxes that are paid or payable by such Recipient in connection with any Loan Document (including amounts paid or payable under this Section 2.17(d)) and any reasonable expenses arising therefrom or with respect thereto, whether or not
such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The indemnity under this Section 2.17(d) shall be paid within ten (10) days after the Recipient delivers to the Borrower


  
 38 









 
Representative a certificate stating the amount of any Indemnified Taxes so paid or payable by such Recipient and describing the basis for the indemnification claim. Such certificate shall be
conclusive of the amount so paid or payable absent manifest error. Such Recipient shall deliver a copy of such certificate to the Administrative Agent. 
 (e) Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent for any Taxes (but, in the case of any Indemnified Taxes, only to the extent that any Loan Party
has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so) attributable to such Lender that are paid or payable by the Administrative Agent in connection with any
Loan Document and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The indemnity under this Section 2.17(e)
shall be paid within ten (10) days after the Administrative Agent delivers to the applicable Lender a certificate stating the amount of Taxes so paid or payable by the Administrative Agent. Such certificate shall be conclusive of the amount so
paid or payable absent manifest error. 
 (f) Status of Lenders. Any Lender that is entitled to an exemption from, or
reduction of, any applicable withholding Tax with respect to any payments under any Loan Document shall deliver to the Borrower Representative and the Administrative Agent, at the time or times reasonably requested by the Borrower Representative or
the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower Representative or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In
addition, any Lender, if requested by the Borrower Representative or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrower Representative or the Administrative Agent as will enable
the Borrower Representative or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including backup withholding) or information reporting requirements. Notwithstanding anything to the contrary in the
preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.17(f)(ii)(A) through (E) below or Section 2.17(f)(iii) below to the
extent such documentation is required by law) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially
prejudice the legal or commercial position of such Lender. Upon the reasonable request of the Borrower Representative or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this
Section 2.17(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within ten
(10) days after such expiration, obsolescence or inaccuracy) notify the Borrower Representative and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally
eligible to do so. 
 (i) Without limiting the generality of the foregoing, if any Borrower is a
U.S. Person, any Lender with respect to such Borrower shall, if it is legally eligible to do so, deliver to the Borrower Representative and the Administrative Agent (in such number of copies reasonably requested by the Borrower Representative
and the Administrative Agent) on or prior to the date on which such Lender becomes a party hereto, duly completed and executed copies of whichever of the following is applicable: 

(A) in the case of a Lender that is a U.S. Person, IRS Form W-9 certifying that such Lender is exempt from
U.S. Federal backup withholding tax; 

  
 39 









 (B) in the case of a Non-U.S. Lender claiming the benefits of an income tax
treaty to which the United States is a party (1) with respect to payments of interest under any Loan Document, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the
“interest” article of such tax treaty and (2) with respect to any other applicable payments under this Agreement, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the
“business profits” or “other income” article of such tax treaty; 
 (C) in the case of a
Non-U.S. Lender for whom payments under this Agreement constitute income that is effectively connected with such Lender’s conduct of a trade or business in the United States, IRS Form W-8ECI; 

(D) in the case of a Non-U.S. Lender claiming the benefits of the exemption for portfolio interest under
Section 881(c) of the Code both (1) IRS Form W-8BEN and (2) a tax certificate substantially in the form of Exhibit G-1 to the effect that such Lender is not (a) a “bank” within the meaning of
Section 881(c)(3)(A) of the Code, (b) a “10 percent shareholder” of such Borrower within the meaning of Section 881(c)(3)(B) of the Code, (c) a “controlled foreign corporation” described in
Section 881(c)(3)(C) of the Code and (d) conducting a trade or business in the United States with which the relevant interest payments are effectively connected; 

(E) in the case of a Non-U.S. Lender that is not the beneficial owner of payments made under this Agreement (including a
partnership or a participating Lender) (1) an IRS Form W-8IMY on behalf of itself and (2) the relevant forms prescribed in clauses (A), (B), (C), (D) and (F) of this
paragraph (f)(ii) that would be required of each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Lender; provided, however, that if the Lender is a partnership and one or more
of its partners are claiming the exemption for portfolio interest under Section 881(c) of the Code, such Lender may provide a tax certificate substantially in the form of Exhibit G-2 on behalf of such partners; or 

(F) any other form prescribed by law as a basis for claiming exemption from, or a reduction of, U.S. Federal
withholding Tax together with such supplementary documentation necessary to enable the Borrower Representative or the Administrative Agent to determine the amount of Tax (if any) required by law to be withheld. 

(ii) If a payment made to a Lender under any Loan Document would be subject to U.S. Federal withholding Tax imposed
by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Withholding Agent, at the
time or times prescribed by law and at such time or times reasonably requested by the Withholding Agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional
documentation reasonably requested by the Withholding Agent as may be necessary for the Withholding Agent to comply with its obligations under FATCA, to determine that such Lender has or has not complied with such Lender’s obligations under
FATCA and, as necessary, to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 2.17(f)(iii), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.


  
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 (g) Treatment of Certain Refunds. If any party determines, in its sole discretion
exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.17 (including additional amounts paid pursuant to this Section 2.17), it shall pay to the
indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including any Taxes) of such
indemnifying party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the
amount paid to such indemnified party pursuant to the previous sentence (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event such indemnified party is required to repay such refund to such
Governmental Authority. Notwithstanding anything to the contrary in this Section 2.17(g), in no event will any indemnified party be required to pay any amount to any indemnifying party pursuant to this Section 2.17(g) if such
payment would place such indemnified party in a less favorable position (on a net after-Tax basis) than such indemnified party would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid.
This Section 2.17(g) shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to the indemnifying party or any other Person.

 (h) Issuing Bank. For purposes of Section 2.17(e) and (f), the term “Lender” includes any
Issuing Bank. 
 SECTION 2.18. Payments Generally; Allocation of Proceeds; Sharing of Set-offs. (a) The
Borrowers shall make each payment required to be made by them hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior
to 4:00 p.m., New York City time, on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been
received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at 10 South Dearborn Street, Chicago, Illinois, or to the account designated by
Administrative Agent, except payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Section 2.15, 2.16, 2.17 and 9.03 shall be made
directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall
be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall accrue and be payable for the period of such extension.
All payments hereunder shall be made in Dollars. 
 (b) Any proceeds of Collateral received by the Administrative Agent
(i) not constituting (A) a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the Borrowers) or (B) a mandatory prepayment (which shall be applied in
accordance with Section 2.11), or (ii) after an Event of Default has occurred and is continuing and the Administrative Agent so elects or the Required Lenders so direct, shall be applied ratably first, to pay any fees,
indemnities, or expense reimbursements including amounts then due to the Administrative Agent and the Issuing Bank from the Borrowers (other than in connection with Banking Services or Swap Obligations), second, to pay any fees or expense
reimbursements then due to the Lenders from the Borrowers (other than in connection with Banking Services or Swap Obligations), third, to pay interest then due and payable on the Loans ratably, fourth, to prepay principal on the Loans
and unreimbursed LC Disbursements and any other amounts owing with respect to Banking Services Obligations and Swap Obligations ratably (with amounts applied to the Term Loans applied to installments of the Term Loans in inverse order of maturity),
fifth, to deposit an amount with the Administrative Agent equal to one hundred 

  
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five percent (105%) of the aggregate undrawn face amount of all outstanding Letters of Credit and the aggregate amount of any unpaid LC Disbursements, to be held as cash collateral for such
Obligations, and sixth, to the payment of any other Secured Obligation due to the Administrative Agent or any Lender. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower
Representative, or unless a Default is in existence, neither the Administrative Agent nor any Lender shall apply any payment which it receives to any Eurodollar Loan of a Class, except (a) on the expiration date of the Interest Period
applicable thereto or (b) in the event, and only to the extent, that there are no outstanding ABR Loans of the same Class and, in any such event, the Borrowers shall pay the break funding payment required in accordance with
Section 2.16. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations. 

(c) At the election of the Administrative Agent, all payments of principal, interest, LC Disbursements, fees, premiums, reimbursable
expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.03), and other sums payable under the Loan Documents, may be paid from the proceeds of Borrowings made hereunder whether made
following a request by the Borrower Representative pursuant to Section 2.03 or a deemed request as provided in this Section or may be deducted from any deposit account of any Borrower maintained with the Administrative Agent. The
Borrowers hereby irrevocably authorize (i) the Administrative Agent to make a Borrowing for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and
agrees that all such amounts charged shall constitute Loans (including Swingline Loans) and that all such Borrowings shall be deemed to have been requested pursuant to Section 2.03 or 2.05, as applicable, and (ii) the
Administrative Agent to charge any deposit account of any Borrower maintained with the Administrative Agent for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents. 

(d) If, except as otherwise expressly provided herein, any Lender shall, by exercising any right of set off or counterclaim or otherwise,
obtain payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC
Disbursements and accrued interest thereon than the proportion received by any other similarly situated Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans and participations
in LC Disbursements of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by all such Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans
and participations in LC Disbursements; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price
restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrowers pursuant to and in accordance with the express terms of this Agreement or
any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than to the Borrowers or any Subsidiary or Affiliate
thereof (as to which the provisions of this paragraph shall apply). The Borrowers consent to the foregoing and agree, to the extent they may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing
arrangements may exercise against the Borrowers rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrowers in the amount of such participation. 

(e) Unless the Administrative Agent shall have received notice from the Borrower Representative prior to the date on which any payment is
due to the Administrative Agent for the account of the Lenders or the Issuing Bank hereunder that the Borrowers will not make such payment, the 

  
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Administrative Agent may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing
Bank, as the case may be, the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand
the amount so distributed to such Lender or Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal
Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. 
 (f) If any Lender shall fail to make any payment required to be made by it hereunder, then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), (i) apply
any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations hereunder until all such unsatisfied obligations are fully paid and/or (ii) hold any such amounts in a
segregated account as cash collateral for, and application to, any future funding obligations of such Lender hereunder; application of amounts pursuant to clauses (i) and (ii) above shall be made in such order as may be
determined by the Administrative Agent in its discretion. 
 SECTION 2.19. Mitigation Obligations; Replacement of
Lenders. 
 (a) If any Lender requests compensation under Section 2.15, or if the Borrowers are required to pay
any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its
Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to
Section 2.15 or 2.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrowers hereby agree to pay
all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. 
 (b) If any
Lender requests compensation under Section 2.15, or if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or if any
Lender becomes a Defaulting Lender, then the Borrowers may, at their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to
the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment);
provided that (i) the Borrowers shall have received the prior written consent of the Administrative Agent (and if a Revolving Commitment is being assigned, the Issuing Bank), which consent shall not unreasonably be withheld or delayed,
(ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and funded participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to
it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation
under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and
delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply. 

  
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 SECTION 2.20. Defaulting Lenders. Notwithstanding any provision of this
Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: 
 (a) fees shall cease to accrue on the unfunded portion of the Revolving Commitment of such Defaulting Lender pursuant to Section 2.12(a); 

(b) the Commitments and Revolving Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or
the Required Revolving Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 9.02); provided, that this clause (b) shall not apply to the vote
of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender affected thereby; 
 (c) if any Swingline Exposure or LC Exposure exists at the time such Lender becomes a Defaulting Lender then: 
 (i) all or any part of the Swingline Exposure and LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages but
only to the extent the sum of all non-Defaulting Lenders’ Revolving Exposures plus such Defaulting Lender’s Swingline Exposure and LC Exposure does not exceed the total of all non-Defaulting Lenders’ Revolving Commitments; 

(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the
Borrowers shall within one (1) Business Day following notice by the Administrative Agent (x) first, prepay such Swingline Exposure and (y) second, cash collateralize, for the benefit of the Issuing Bank only, the
Borrowers’ obligations corresponding to such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in
Section 2.06(j) for so long as such LC Exposure is outstanding; 
 (iii) if the Borrowers cash
collateralize any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrowers shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.12(b) with respect to
such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized; 
 (iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Sections 2.12(a) and
2.12(b) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and 
 (v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without
prejudice to any rights or remedies of the Issuing Bank or any Lender hereunder, all letter of credit fees payable under Section 2.12(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank until
and to the extent that such LC Exposure is reallocated and/or cash collateralized; and 
 (d) so long as such Lender is a
Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan and the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting
Lender’s then outstanding LC Exposure will be 100% covered by the Revolving Commitments of the non-Defaulting 

  
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Lenders and/or cash collateral will be provided by the Borrowers in accordance with Section 2.20(c), and participating interests in any such newly made Swingline Loan or any newly
issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.20(c)(i) (and such Defaulting Lender shall not participate therein). 

If (i) a Bankruptcy Event with respect to the Parent of any Lender shall occur following the date hereof and for so long as such
event shall continue or (ii) the Swingline Lender or the Issuing Bank has a good faith belief that any Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Lender commits to extend credit, the
Swingline Lender shall not be required to fund any Swingline Loan and the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless the Swingline Lender or the Issuing Bank, as the case may be, shall have entered
into arrangements with the Borrowers or such Lender, satisfactory to the Swingline Lender or the Issuing Bank, as the case may be, to defease any risk to it in respect of such Lender hereunder. 

In the event that each of the Administrative Agent, the Borrowers, the Issuing Bank and the Swingline Lender agrees that a Defaulting
Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure and LC Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment and on
the date of such readjustment such Lender shall purchase at par such of the Loans of the other Lenders (other than Swingline Loans) as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in
accordance with its Applicable Percentage. 
 SECTION 2.21. Returned Payments. If after receipt of any payment which
is applied to the payment of all or any part of the Obligations, the Administrative Agent or any Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated,
declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and
continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Administrative Agent or such Lender. The provisions of this Section 2.21 shall be and remain effective notwithstanding
any contrary action which may have been taken by the Administrative Agent or any Lender in reliance upon such payment or application of proceeds. The provisions of this Section 2.21 shall survive the termination of this Agreement.

 SECTION 2.22. Expansion Option. The Borrower Representative may from time to time elect to increase the Revolving
Commitments (each a “Revolving Commitment Increase”) or enter into one or more tranches of term loans (each an “Incremental Term Loan” and, together with each Revolving Commitment Increase, the “Incremental
Extensions of Credit”), in each case in minimum increments of $10,000,000 so long as, after giving effect thereto, the aggregate amount of such Incremental Extensions of Credit does not exceed $40,000,000. The Borrower Representative may
arrange for any such Incremental Extensions of Credit to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Commitment, or to participate in such Incremental Term Loans, an “Increasing
Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Revolving Commitments, or to
participate in such Incremental Term Loans, or extend Revolving Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower Representative and the Administrative Agent and
(ii) (x) in the case of an Increasing Lender, the Borrower Representative and such Increasing Lender execute an agreement substantially in the form of Exhibit B hereto, and (y) in the case of an Augmenting Lender, the Borrower
Representative and such Augmenting Lender execute an agreement substantially in the form of Exhibit C hereto. No consent of any Lender (other than the Lenders participating in the Incremental Extensions of Credit) shall be


  
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required for any Incremental Extension of Credit pursuant to this Section 2.22. Incremental Extensions of Credit created pursuant to this Section 2.22 shall become effective on the date
agreed by the Borrower Representative, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no Incremental Extensions of
Credit shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such Incremental Extension of Credit, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall
be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower Representative and (B) Holdings and its
Subsidiaries shall be in compliance (on a pro forma basis) with the covenants contained in Section 6.13 and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the
corporate power and authority of the Borrowers to borrow hereunder after giving effect to such Incremental Extension of Credit. On the effective date of any Incremental Extension of Credit being made, (i) each relevant Increasing Lender and
Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving
effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans of all the Lenders to equal its Applicable Percentage of such outstanding Revolving Loans, and
(ii) except in the case of any Incremental Term Loans, the Borrowers shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Revolving Commitments (with such reborrowing to consist of
the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower Representative on behalf of the applicable Borrower in accordance with the requirements of Section 2.03). The deemed
payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the
Borrowers pursuant to the provisions of Section 2.16 if the deemed payment occurs other than on the last day of the related Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving
Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans; provided
that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only
during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term
Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the
Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the
Administrative Agent, to effect the provisions of this Section 2.22. Nothing contained in this Section 2.22 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Commitment
hereunder or provide Incremental Term Loans at any time. 

  
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 ARTICLE III 
 REPRESENTATIONS AND WARRANTIES 
 Each Loan Party represents and warrants to
the Lenders that: 
 SECTION 3.01. Organization; Powers. Each Loan Party and its Subsidiaries is duly organized,
validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required. 

SECTION 3.02. Authorization; Enforceability. The Transactions are within each Loan Party’s organizational powers and
have been duly authorized by all necessary organizational actions and, if required, actions by equity holders. The Loan Documents to which each Loan Party is a party have been duly executed and delivered by such Loan Party and constitute a legal,
valid and binding obligation of such Loan Party, enforceable in accordance with its 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. 
 SECTION 3.03.
Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in
full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirement of Law applicable to any Loan Party or any of its Subsidiaries, (c) will not violate or
result in a default under any indenture, agreement or other instrument binding upon any Loan Party or any of its Subsidiaries or the assets of any Loan Party or any of its Subsidiaries, or give rise to a right thereunder to require any payment to be
made by any Loan Party or any of its Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any of its Subsidiaries, except Liens created pursuant to the Loan Documents. 

SECTION 3.04. Financial Condition; No Material Adverse Change. (a) Holdings has heretofore furnished to the
Administrative Agent and the Lenders the consolidated balance sheet and statements of income, stockholders equity and cash flows of Holdings and its consolidated Subsidiaries as of and for the Fiscal Year ended December 30, 2011, reported on by
BDO USA, LLP, independent public accountants. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings and its consolidated Subsidiaries as of such date and for
such period in accordance with GAAP. 
 (b) Holdings has heretofore furnished to the Administrative Agent and the Lenders
projected balance sheets, income statements and statements of cash flows of Holdings and its Subsidiaries for Fiscal Years 2012 through 2017. Such projections were prepared in good faith based upon assumptions believed to be reasonable at the time
delivered and, if such projected financial information was delivered prior to the Effective Date, as of the Effective Date, and Holdings is not aware of any facts or information that would lead it to believe that such projections are incorrect or
misleading in any material respect. 
 (c) No event, change or condition has occurred that has had, or could reasonably be
expected to have, a Material Adverse Effect, since December 30, 2011. 
 SECTION 3.05. Properties. (a) As
of the date of this Agreement, Schedule 3.05 sets forth the address of each parcel of real property that is owned or leased by each Loan Party (and indicates whether any such real property constitutes an Excluded Asset). Each of such
leases and subleases is valid and enforceable in accordance with its terms and is in full force and effect, and no default by any party to any such lease or sublease exists. Each of the Loan Parties and its Subsidiaries has good and indefeasible
title to, or valid leasehold interests in, all of its real and personal property, free of all Liens other than those permitted by Section 6.02. All such property is in good working order and condition, ordinary wear and tear and damage by
casualty excepted. 

  
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 (b) Each Loan Party and its Subsidiaries owns, or is licensed to use, all trademarks,
tradenames, copyrights, patents and other intellectual property necessary to its business as currently conducted, a correct and complete list of which, as of the date of this Agreement, is set forth on Schedule 3.05, and the use thereof
by each Loan Party and its Subsidiaries does not infringe upon the rights of any other Person, except for such infringements which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, and, except as
set forth on Schedule 3.05, each Loan Party’s rights thereto are not subject to any licensing agreement or similar arrangement. Schedule 3.05 sets forth a complete and accurate list of all registered Intellectual
Property owned by each Loan Party as of the Effective Date. No slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by any Loan Party infringes upon or
conflicts with any rights owned by any other Person, and no claim or litigation regarding any of the foregoing is pending or, to the knowledge of any Loan Party, threatened, except for such infringements and conflicts which could not reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect. 
 SECTION 3.06. Litigation and
Environmental Matters. (a) Except as set forth on Schedule 3.06, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority (including, without limitation, the FDA) pending against or, to
the knowledge of any Loan Party, threatened against or affecting any Loan Party or any of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be
expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve the Loan Documents. 
 (b) Except for the matters disclosed on Schedule 3.06, (i) no Loan Party or any Subsidiary has received notice of any claim with respect to any Environmental Liability that, individually
or in the aggregate, could not reasonably be expected to result in liability to the Loan Parties in excess of $1,000,000 in the aggregate and (ii) except with respect to any other matters that, individually or in the aggregate, could not
reasonably be expected to result in liability to the Loan Parties in excess of $1,000,000 in the aggregate, no Loan Party nor any Subsidiary (1) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit,
license or other approval required under any Environmental Law or (2) has become subject to any Environmental Liability or knows of any basis for any Environmental Liability. 

(c) Since the date of this Agreement, there has been no change in the status of the matters disclosed on Schedule 3.06 that,
individually or in the aggregate, has resulted in, or could reasonably be expected to result in, a Material Adverse Effect. 

SECTION 3.07. Compliance with Laws and Agreements. Each Loan Party and its Subsidiaries is in compliance with all
Requirements of Law applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to
result in a Material Adverse Effect. No Default has occurred and is continuing. 
 SECTION 3.08. Investment Company
Status; Margin Stock. No Loan Party or any Subsidiary is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940. No Loan Party or any Subsidiary is engaged in the business of extending
credit for the purpose of, and no proceeds of any Loan or other extensions of credit hereunder will be used for the purpose of, buying or carrying margin stock (within the meaning of Regulation U of the Federal Reserve Board) or extending
credit to others for the purpose of purchasing or carrying any such margin stock, in each case in contravention of Regulation T, U or X of the Federal Reserve Board. 

  
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 SECTION 3.09. Taxes. Each Loan Party and its Subsidiaries has timely filed or
caused to be filed all Tax returns and other material reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except Taxes that are being contested in good faith by appropriate proceedings
and for which such Loan Party or such Subsidiary, as applicable, has set aside on its books adequate reserves. No tax liens have been filed and no claims are being asserted with respect to any such taxes, other than Permitted Encumbrances.

 SECTION 3.10. ERISA. No ERISA Event has occurred or is reasonably expected to occur that, when taken together
with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. All minimum required contributions (within the meaning of Section 430 of the Code) have
been timely made with respect to each Plan. Each employee benefit pension plan (within the meaning of Section 3(2) of ERISA) maintained or sponsored by a Loan Party, or under which a Loan Party has any liability, which is intended to be
qualified under Section 401(a) of the Code, has received a favorable determination letter from the Internal Revenue Service with respect to such qualification, and, except as could not reasonably be expected to result in a Material Adverse
Effect, no event or condition exists which could reasonably be expected to jeopardize such qualified status. Except as could not reasonably be expected to result in a Material Adverse Effect, no Loan Party has any obligation to provide
post-retirement health care benefits to any individual other than as required under the Consolidated Omnibus Budget Reconciliation Act of 1985, or other similar state law. 
 SECTION 3.11. Disclosure. Each Loan Party has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and
all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the reports, financial statements, certificates or other information furnished by or on behalf of any
Loan Party to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits
to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading in any material respect; provided that, with respect to projected financial information, the
Loan Parties each represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time delivered and, if such projected financial information was delivered prior to the Effective Date, as of
the Effective Date. 
 SECTION 3.12. Material Agreements. No Loan Party is in default in the performance, observance
or fulfillment of any of the obligations, covenants or conditions contained in any agreement or contract listed on Schedule 3.12. 
 SECTION 3.13. Solvency. (a) Immediately after the consummation of the Transactions to occur on the Effective Date, (i) the fair value of the assets of each Loan Party, at a fair
valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; (ii) the present fair saleable value of the property of each Loan Party will be greater than the amount that will be required to pay the probable liability
of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or
otherwise, as such debts and liabilities become absolute and matured; and (iv) no Loan Party will have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be
conducted after the Effective Date. 

  
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 (b) No Loan Party intends to, or will permit any Subsidiary to, and no Loan Party believes
that it or any Subsidiary will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such Subsidiary and the timing of the amounts of cash to be payable on
or in respect of its Indebtedness or the Indebtedness of any such Subsidiary. 
 SECTION 3.14. Insurance. As of the
Effective Date, Schedule 3.14 sets forth a description of all insurance maintained by or on behalf of the Loan Parties and the Subsidiaries. As of the Effective Date, all premiums due and owing in respect of such insurance have been
paid. The Borrowers and Holdings believe that the insurance maintained by or on behalf of the Holdings and its Subsidiaries is adequate. 
 SECTION 3.15. Capitalization and Subsidiaries. Schedule 3.15 sets forth (a) a true and complete listing of each class of each Loan Party’s and Subsidiary’s
authorized Equity Interests and the holders thereof; provided that with respect to Holdings, Schedule 3.15 only lists those holders owning at least 5% of the Equity Interests of Holdings as of the Effective Date, and (b) the
type of entity and jurisdiction of organization of Holdings and each of its Subsidiaries. All of the issued and outstanding Equity Interests of each Loan Party and the Subsidiaries have been duly authorized and issued and are fully paid and
non-assessable and, except as set forth on Schedule 3.15, no holder of such Equity Interest is entitled to any preemptive, first refusal or other similar rights. 
 SECTION 3.16. Security Interest in Collateral. The provisions of this Agreement and the other Loan Documents create legal and valid Liens on all the Collateral in favor of the Administrative
Agent, for the benefit of the Administrative Agent and the Secured Parties, and such Liens constitute perfected and continuing Liens on the Collateral, securing the Secured Obligations, enforceable against the applicable Loan Party and all third
parties, and having priority over all other Liens on the Collateral except in the case of (a) Liens permitted by Section 6.02, to the extent any such Liens (to the extent permitted by Section 6.02) would have priority over the Liens
in favor of the Administrative Agent pursuant to any applicable law or agreement, (b) Liens perfected only by possession (including possession of any certificate of title) to the extent the Administrative Agent has not obtained or does not
maintain possession of such Collateral, (c) Liens on intellectual property perfected only by making filings with the applicable Governmental Authority to the extent such filings have not been made, (d) real estate, (e) assets subject
to certificates of title, (f) letter-of-credit rights with respect to letters of credit in an amount, in each case, of less than $1,000,000 and (g) commercial tort claims having a value, in each case, of less than $1,000,000. 

SECTION 3.17. Employment Matters. As of the Effective Date, there are no strikes, lockouts or slowdowns against any Loan
Party or any Subsidiary pending or, to the knowledge of the Borrowers, threatened. The hours worked by and payments made to employees of the Loan Parties and the Subsidiaries have not been in violation of the Fair Labor Standards Act or any other
applicable Federal, state, local or foreign law dealing with such matters, except to the extent the failure to so comply with such acts and laws could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse
Effect. All payments due from any Loan Party or any Subsidiary, or for which any claim may be made against any Loan Party or any Subsidiary, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued
as a liability on the books of the Loan Party or such Subsidiary. 
 SECTION 3.18. Nature of Business; Permits and
Licenses; Tradenames. (a) No Loan Party or Subsidiary is engaged in any business other than those engaged in on the Effective Date and those reasonably related, complementary or ancillary thereto or a logical extension thereof (including,
without limitation, food and beverage service, distribution, wholesale and retail). 

  
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 (b) Each Loan Party has, and is in compliance with, all Governmental Permits and all
permits, licenses, authorizations, approvals, entitlements and accreditations required for such Person lawfully to own, lease, manage or operate, or to acquire, each business currently owned, leased, managed or operated, or to be acquired, by such
Person, except to the extent that the failure to have or be in compliance with all such Governmental Permits, permits, licenses, authorizations, approvals, entitlements and accreditations could not reasonably be expected to result in a Material
Adverse Effect. No condition exists or event has occurred which, in itself or with the giving of notice or lapse of time or both, would result in the suspension, revocation, impairment, forfeiture or non-renewal of any such permit, license,
authorization, approval, entitlement or accreditation, except that could not reasonably be expected to result in a Material Adverse Effect, and there is no claim that any thereof is not in full force and effect. 

(c) As of the Effective Date, Schedule 3.18 hereto sets forth a complete and accurate list of all trade names, business names
or similar appellations used by each Loan Party or Subsidiary or any of their divisions or other business units during the past five years. 
 SECTION 3.19. Location of Bank Accounts. As of the Effective Date, Schedule 3.19 sets forth a complete and accurate list of all deposit, checking and other bank accounts, all
securities and other accounts maintained with any broker dealer and all other similar accounts maintained by or for the benefit of each Loan Party and Subsidiary, together with a description thereof (i.e., the bank or broker dealer at which such
deposit or other account is maintained and the account number and the purpose thereof). 
 SECTION 3.20. [Intentionally
Omitted]. 
 SECTION 3.21. Customers and Suppliers. There exists no actual or, to the knowledge of any Loan
Party, threatened termination, cancellation or limitation of, or modification to or change in, the business relationship between (1) any Loan Party, on the one hand, and any customer or any group thereof, on the other hand, whose agreements
with any Loan Party are individually or in the aggregate material to the business or operations of such Loan Party, or (2) any Loan Party, on the one hand, and any material supplier thereof, on the other hand, except, under
clauses (i) or (ii), as could not reasonably be expected to have a Material Adverse Effect; and, to the knowledge of each Loan Party, there exists no present state of facts or circumstances that could give rise to or result
in any such termination, cancellation, limitation, modification or change, except, in each case, as could not reasonably be expected to have a Material Adverse Effect. 
 SECTION 3.22. Affiliate Transactions. Except as set forth on Schedule 3.22, as of the date of this Agreement, there are no existing or proposed agreements, arrangements,
understandings, or transactions between any Loan Party and any of the officers, members, managers, directors, stockholders, parents, other interest holders, employees, or Affiliates (other than Subsidiaries) of any Loan Party or any members of their
respective immediate families, and none of the foregoing Persons are directly or indirectly indebted to or have any direct or indirect ownership, partnership, or voting interest in any Affiliate of any Loan Party or any Person with which any Loan
Party has a business relationship or which competes with any Loan Party (except that any such Persons may own stock in (but not exceeding 2.0% of the outstanding Equity Interests of) any publicly traded company that may compete with a Loan Party.

 SECTION 3.23. Common Enterprise. The successful operation and condition of each of the Loan Parties is dependent
on the continued successful performance of the functions of the group of the Loan Parties as a whole and the successful operation of each of the Loan Parties is dependent on the successful performance and operation of each other Loan Party. Each
Loan Party expects to derive benefit (and its board of directors or other governing body has determined that it may reasonably be expected to derive benefit), directly and indirectly, from (i) successful operations of each of the other Loan
Parties and (ii) the credit extended by the Lenders to the Borrowers hereunder, both in their separate capacities and as 

  
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members of the group of companies. Each Loan Party has determined that execution, delivery, and performance of this Agreement and any other Loan Documents to be executed by such Loan Party is
within its purpose, in furtherance of its direct and/or indirect business interests, will be of direct and/or indirect benefit to such Loan Party, and is in its best interest. 
 SECTION 3.24. Foreign Assets Control Regulations and Anti-Money Laundering. Each Loan Party and Subsidiary is and will remain in compliance in all material respects with all U.S. economic
sanctions laws, executive orders and implementing regulations as promulgated by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), and all applicable anti-money laundering and counter-terrorism
financing provisions of the Bank Secrecy Act and all regulations issued pursuant to it. No Loan Party and no Subsidiary or Affiliate of a Loan Party (i) is a Person designated by the U.S. government on the list of the Specially Designated
Nationals and Blocked Persons (the “SDN List”) with which a U.S. Person cannot deal with or otherwise engage in business transactions, (ii) is a Person who is otherwise the target of U.S. economic sanctions laws such
that a U.S. Person cannot deal or otherwise engage in business transactions with such Person or (iii) is controlled by (including without limitation by virtue of such person being a director or owning voting shares or interests), or acts,
directly or indirectly, for or on behalf of, any person or entity on the SDN List or a foreign government that is the target of U.S. economic sanctions prohibitions such that the entry into, or performance under, this Agreement or any other
Loan Document would be prohibited under U.S. law. 
 SECTION 3.25. Patriot Act. The Loan Parties, the
Subsidiaries and each of their Affiliates are in compliance with (a) the Trading with the Enemy Act, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B Chapter V, as amended) and
any other enabling legislation or executive order relating thereto, (b) the Act and (c) other federal or state laws relating to “know your customer” and anti-money laundering rules and regulations. No part of the proceeds
of any Loan will be used directly or indirectly for any payments to any government official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to
obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977. 
 SECTION 3.26. FDA Matters. 
 (a) Except as noted in
paragraph (b), Borrowers and the operation of their food facilities in the United States are in compliance with and are not in violation of all applicable Requirements of Law (including the FDC Act), regulations, rules, standards,
guidelines, policies, and orders administered or issued by FDA or any comparable Governmental Authority (including, without limitation, as applicable, the Bioterrorism Act (21 CFR 1.326-1.368), prohibited cattle materials (21 CFR 189.5) and import
notification requirements (21 CFR 1.276-1.285)), except for failures to comply or violations that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. 

(b) Since December 30, 2011, no Governmental Authority has served notice on any Loan Party or its Subsidiaries that the business or
the assets of the Loan Parties or their Subsidiaries, may be, or are in material violation of any Requirement of Law or the subject of any material investigation, except for violations or investigations that, individually or in the aggregate, could
not reasonably be expected to result in a Material Adverse Effect. 
 (c) Since December 30, 2011, no Loan Party or its
Subsidiaries has received notice from any Governmental Authority nor does any Loan Party have any knowledge that there are any circumstances currently existing which would be reasonably likely to lead to any loss of or refusal to renew any material
governmental licenses, permits, registrations, product registrations, Governmental Permits, approvals, authorizations related to the business and that the terms of all such licenses, permits, registrations, product


  
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registrations, governmental permits, approvals, and authorizations currently in force, except for any notice or circumstance that, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect. 
 (d) The Loan Parties have no knowledge of any acts with respect to their
food business or products that furnish a reasonable basis for a warning letter, untitled letter, Section 305 notice, or other similar communication from FDA or any Governmental Authority, except for any acts that, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse Effect. 
 (e) The Loan Parties have no knowledge of
any existing obligation of a Loan Party arising under any administrative or regulatory action, FDA inspection, FDA warning letter, FDA notice of violation letter, or other notice, response or commitment made to or with FDA or any Governmental
Authority with respect to their food and food product business, except for any acts that, individually or in the aggregate, could not reasonably be expected to result a Material Adverse Effect. 

ARTICLE IV 

CONDITIONS 
 SECTION 4.01. Effective Date. The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on which each
of the following conditions is satisfied (or waived in accordance with Section 9.02): 
 (a) Credit Agreement and Loan
Documents. The Administrative Agent (or its counsel) shall have received (i) from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the
Administrative Agent (which may include facsimile or other electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement and (ii) duly executed copies of the Loan Documents and
such other certificates, documents, instruments and agreements as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement and the other Loan Documents, including any promissory notes
requested by a Lender pursuant to Section 2.10 payable to the order of each such requesting Lender and a written opinion of the Loan Parties’ counsel, addressed to the Administrative Agent, the Issuing Bank and the Lenders, all in form and
substance satisfactory to Administrative Agent and its counsel and as further described in the list of closing documents attached as Exhibit D. 
 (b) Financial Statements and Projections. The Lenders shall have received the financial statements referenced in Section 3.04, together with such information as the Administrative Agent and
the Lenders shall reasonably request in connection therewith (including, without limitation, a detailed description of the assumptions used in preparing the financial statement projections referenced in Section 3.04(b)), and such financial
statements shall not, in the reasonable judgment of the Administrative Agent, reflect any material adverse change in the consolidated financial condition of Holdings and its Subsidiaries since December 30, 2011. 

(c) Closing Certificates; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have
received (i) a certificate of each Loan Party, dated the Effective Date and executed by its Secretary or Assistant Secretary, which shall (A) certify the resolutions of its Board of Directors, members or other body authorizing the
execution, delivery and performance of the Loan Documents to which it is a party, (B) identify by name and title and bear the signatures of the Financial Officers and any other officers of such Loan Party authorized to sign the Loan Documents
to which it is a party, and (C) contain the certificate or articles of incorporation or organization of each Loan 

  
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Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws or operating, management or partnership agreement, and
(ii) a long form good standing (or similar) certificate for each Loan Party from its jurisdiction(s) of organization and foreign qualification. 
 (d) No Default Certificate. The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of Holdings,
confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02. 
 (e)
Fees. The Lenders and the Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable and documented out-of-pocket fees and expenses of legal
counsel), on or before the Effective Date. All such amounts will be paid with proceeds of Loans made on the Effective Date and will be reflected in the funding instructions given by the Borrower Representative to the Administrative Agent on or
before the Effective Date. 
 (f) Lien Searches. The Administrative Agent shall have received the results of a recent
lien search in each of the jurisdictions where each of the Loan Parties is organized, and such search shall reveal no liens on any of the assets of the Loan Parties except for liens permitted by Section 6.02 or discharged on or prior to the
Effective Date pursuant to a pay-off letter or other documentation satisfactory to the Administrative Agent. 
 (g) Pay-Off
Letter. The Administrative Agent shall have received evidence satisfactory to it that the credit facility evidenced by that certain Credit Agreement, dated as of August 2, 2011, by and among the Loan Parties, the financial institutions
party thereto as Lenders, and Chase, as Administrative Agent, shall have been terminated and cancelled and all indebtedness thereunder shall have been fully repaid (except to the extent being so repaid with Loans made on the Effective Date) and any
and all liens thereunder shall have been terminated. 
 (h) Solvency. The Administrative Agent shall have received a
solvency certificate from a Financial Officer of Holdings in form and substance satisfactory to the Administrative Agent. 
 The Administrative
Agent shall notify the Borrowers and the Lenders of the Effective Date, and such notice shall be conclusive and binding. 

SECTION 4.02. Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of the
Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: 

(a) The representations and warranties of the Loan Parties set forth in this Agreement shall be true and correct in all material respects
with the same effect as though made on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (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). 
 (b) At the
time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. 

  
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 The request for and acceptance of each Borrowing and each issuance, amendment, renewal or extension of a
Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section. 

ARTICLE V 

AFFIRMATIVE COVENANTS 
 Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder have been paid in full (other than contingent indemnification
obligations for which no claim has been made), and all Letters of Credit have expired, been terminated, cash collateralized or back-stopped, in any case, in a manner acceptable to Administrative Agent and Issuing Bank in their sole discretion, and
all LC Disbursements have been reimbursed, each Loan Party executing this Agreement covenants and agrees, jointly and severally with all of the other Loan Parties, with the Lenders that: 

SECTION 5.01. Financial Statements and Other Information. The Borrowers will furnish to the Administrative Agent and each
Lender: 
 (a) as soon as available, but in any event within ninety (90) days after the end of each Fiscal Year of Holdings
and its Subsidiaries, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for Fiscal Year, setting forth in each case in comparative form the figures for the
previous Fiscal Year, all reported on by independent public accountants of recognized national standing selected by Holdings and reasonably satisfactory to the Administrative Agent (without a “going concern” or like qualification or
exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of Holdings and
its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, accompanied by any management letter prepared by said accountants; 
 (b) within forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal Year, its consolidated and consolidating balance sheet and related statements of operations and
stockholders’ equity and consolidated statements of cash flows as of the end of and for such Fiscal Quarter and the then elapsed portion of such Fiscal Year, setting forth in each case in comparative form (x) the projected figures for such
period and (y) the actual figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous Fiscal Year; 
 (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a Compliance Certificate (i) certifying, in the case of the financial statements
delivered under clause (b), as presenting fairly in all material respects the financial condition and results of operations of Holdings and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently
applied, subject to normal year-end audit adjustments and the absence of footnotes, (ii) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken
with respect thereto, (iii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.13 and (iv) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited
financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; 

(d) [Intentionally Omitted]; 

  
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 (e) as soon as available but in any event no later than ten (10) days prior to the end
of each Fiscal Year of Holdings, a copy of the plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of Holdings and its Subsidiaries for each Fiscal Quarter of the upcoming Fiscal Year (the
“Projections”) in form reasonably satisfactory to the Administrative Agent (including the Fiscal Month end dates for such Fiscal Year); 
 (f) [Intentionally Omitted]; 
 (g) promptly after the same become publicly
available (but in no event later than one (1) Business Day after filing any quarterly reports), notice that any periodic and other reports, proxy statements and other materials have been filed by any Loan Party or any Subsidiary with the SEC,
or any Governmental Authority succeeding to any or all of the functions of the SEC, or with any national securities exchange, or copies of any materials otherwise distributed by any Loan Party to its shareholders generally, as the case may be;

 (h) promptly after submission to any Governmental Authority, all documents and information furnished to such Governmental
Authority in connection with any investigation of any Loan Party other than routine inquiries by such Governmental Authority; 

(i) promptly upon receipt thereof, copies of all financial reports (including, without limitation, management letters), if any, submitted
to any Loan Party by its auditors in connection with any annual or interim audit of the books thereof; and 
 (j) promptly
following any reasonable request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent
or any Lender may reasonably request. 
 Documents required to be delivered pursuant to clauses (a), (b) and (g) of this
Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System;
provided that the Borrower Representative shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the filing of any such documents and provide to the Administrative Agent by electronic mail electronic versions
(i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower Representative shall be required to provide paper copies of the Compliance Certificates required by clause (c) of this
Section 5.01 to the Administrative Agent. 
 SECTION 5.02. Notices of Material Events. The Loan Parties will
furnish to the Administrative Agent and each Lender prompt (but in any event within any time period that may be specified below) written notice of the following: 
 (a) within three (3) Business Days after any Authorized Officer of a Loan Party knows of the occurrence of a Default, the occurrence of any Default; 

(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or
affecting any Loan Party or any Affiliate thereof in which the amount involved (not covered by an unaffiliated insurance carrier that has not denied coverage) is greater than $5,000,000 and that, if adversely determined, could reasonably be expected
to result in a Material Adverse Effect; 

  
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 (c) any Lien (other than Liens permitted by Section 6.02) or claim made or
asserted against any of the Collateral; 
 (d) the occurrence of any ERISA Event that, alone or together with any other ERISA
Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; 
 (e) within ten (10) days
after receipt thereof, copies of any Form FDA-483 and all responses to Form FDA-483 observations; and 
 (f) any other
development that results in, or could reasonably be expected to result in, a Material Adverse Effect. 
 Each notice delivered under this
Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower Representative setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken
with respect thereto. 
 SECTION 5.03. Existence; Conduct of Business. Each Loan Party will, and will cause each
Subsidiary to, (a) do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, qualifications, licenses, permits, franchises, governmental authorizations, intellectual
property rights, licenses and permits material to the conduct of its business, and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted, in each case, except where the failure to do so
could not reasonably be expected to result in a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03, and (b) carry on and
conduct its business in substantially the same manner and in substantially the same fields of enterprise (including, without limitation, food and beverage service, distribution, wholesale or retail) as it is on the Effective Date. 

SECTION 5.04. Payment of Obligations. Each Loan Party will, and will cause each Subsidiary to, pay or discharge all Material
Indebtedness and all other material liabilities and obligations, including Taxes, before the same shall become delinquent or in default, except (a) where (i) the validity or amount thereof is being contested in good faith by appropriate
proceedings, (ii) such Loan Party or Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (iii) the failure to make payment pending such contest could not reasonably be expected to result
in a Material Adverse Effect or (b) with respect to Restricted Payments. 
 SECTION 5.05. Maintenance of
Properties. Each Loan Party will, and will cause each Subsidiary to, keep and maintain all tangible property material to the conduct of its business in good working order and condition, ordinary wear and tear and casualty excepted. 

SECTION 5.06. Books and Records; Inspection Rights. Each Loan Party will, and will cause each Subsidiary to, (a) keep
proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities and (b) permit any representatives designated by the Administrative Agent or any
Lender (including employees of the Administrative Agent, any Lender or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent), upon reasonable prior notice and without unreasonable disruption to the business of
the Loan Parties, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as
often as reasonably requested; provided that, notwithstanding anything herein to the contrary, unless an Event of Default has occurred and is continuing, the Loan Parties shall not be required to reimburse the Administrative Agent for more
than two (2) such visits and inspections per calendar year. Each Loan Party acknowledges that the Administrative Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain reports pertaining to Holdings
and its Subsidiaries’ assets for internal use by the Administrative Agent and the Lenders. 

  
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 SECTION 5.07. Compliance with Laws. Each Loan Party will, and will cause each
Subsidiary to, comply with all Requirements of Law applicable to it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. 

SECTION 5.08. Use of Proceeds. The proceeds of the Loans will be used only to repay existing Indebtedness, pay transaction
costs, fees and expenses associated with this Agreement and the Transactions, to pay for Capital Expenditures and Permitted Acquisitions and to fund the working capital needs, and for general corporate purposes, of the Borrowers in the ordinary
course of business. No part of the proceeds of any Loan and no Letter of Credit will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X.

 SECTION 5.09. Insurance. Each Loan Party will, and will cause each Subsidiary to, maintain with financially sound
and reputable carriers having a financial strength rating of at least A- by A.M. Best Company (a) insurance in such amounts (with no greater risk retention) and against such risks (including loss or damage by fire and loss in transit;
theft, burglary, pilferage, larceny, embezzlement, and other criminal activities; business interruption; and general liability) and such other hazards, as is customarily maintained by companies of established repute engaged in the same or similar
businesses operating in the same or similar locations and (b) all insurance required pursuant to the Collateral Documents. The Borrowers will furnish to the Lenders, upon request of the Administrative Agent, information in reasonable detail as
to the insurance so maintained. 
 SECTION 5.10. Casualty and Condemnation. The Borrowers will (a) furnish to
the Administrative Agent and the Lenders prompt written notice of any casualty or other insured damage to any material portion of the Collateral or the commencement of any action or proceeding for the taking of any material portion of the Collateral
or interest therein under power of eminent domain or by condemnation or similar proceeding and (b) ensure that the Net Proceeds of any such event (whether in the form of insurance proceeds, condemnation awards or otherwise) are collected and
applied in accordance with the applicable provisions of this Agreement and the Collateral Documents. 
 SECTION 5.11.
[Intentionally Omitted]. 
 SECTION 5.12. Depository Banks. The Loan Parties and their Subsidiaries will
maintain Administrative Agent as their principal depository bank. 
 SECTION 5.13. Additional Collateral; Further
Assurances. (a) Each Borrower and each Subsidiary that is a Loan Party will cause each of its Domestic Subsidiaries formed or acquired after the date of this Agreement to become a Loan Party by executing a Joinder Agreement within thirty
(30) days (or such later date as may from time to time be approved by the Administrative Agent in its sole discretion) of such formation, acquisition or qualification, such Joinder Agreement to be accompanied by appropriate corporate
resolutions, other corporate organizational and authorization documentation and legal opinions in form and substance reasonably satisfactory to the Administrative Agent. Upon execution and delivery thereof, each such Person (i) shall
automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of
the Administrative Agent, the Lenders and the other Secured Parties, in any property of such Loan Party which constitutes Collateral, including any real property owned by any Loan Party (other than Excluded Assets). Nothing in this
Section 5.13 shall be construed as a consent to form or acquire any Subsidiary after the date hereof that is not otherwise expressly permitted herein. 

  
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 (b) Without limiting the generality of the foregoing, each Borrower and each Subsidiary that
is a Loan Party will (i) cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for the
benefit of the Secured Parties, to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other security documents as the Administrative Agent shall reasonably request and (ii) deliver
Mortgages and Mortgage Instruments with respect to real property owned by such Loan Party (other than with respect to Excluded Assets) to the extent, and within such time period as is, reasonably required by the Administrative Agent. Notwithstanding
the foregoing, (i) no Mortgages and Mortgage Instruments are required to be delivered hereunder until the date that occurs sixty (60) days after the Effective Date or such later date as the Administrative Agent may agree in the exercise of
its reasonable discretion with respect thereto and (ii) no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder (x) until the date that occurs sixty (60) days after the Effective
Date or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (y) to the extent the Administrative Agent or its counsel determines that such pledge would not provide
material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements. 
 (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents,
agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of
the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan
Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. 
 (d) If any material assets are acquired by any Loan Party after the Effective Date (other than Excluded Assets or assets constituting Collateral under the Security Agreement that become subject to the
Lien under the Security Agreement upon the acquisition thereof), the Borrower Representative will take, and cause each Subsidiary that is a Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to
grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. 
 ARTICLE VI 
 NEGATIVE COVENANTS 

Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees, expenses and other amounts
payable under any Loan Document have been paid in full (other than contingent indemnification obligations for which no claim has been made), and all Letters of Credit have expired, been terminated, cash collateralized or back-stopped, in any case,
in a manner acceptable to Administrative Agent and Issuing Bank in their sole discretion, and all LC Disbursements have been reimbursed, each Loan Party executing this Agreement covenants and agrees, jointly and severally with all of the other Loan
Parties, with the Lenders that: 
 SECTION 6.01. Indebtedness. No Loan Party will, nor will it permit any Subsidiary
to, create, incur, assume or suffer to exist any Indebtedness, except: 
 (a) the Secured Obligations; 

  
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 (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 and
extensions, renewals and replacements of any such Indebtedness in accordance with clause (f) hereof; 
 (c)
Indebtedness of any Loan Party (other than Holdings) to any other Loan Party (other than Holdings); provided that if such Indebtedness is evidenced by promissory notes or other instruments, such promissory notes or other instruments shall be
pledged to Administrative Agent, for the benefit of the Secured Parties, and have subordination terms satisfactory to Administrative Agent; 
 (d) Guarantees by any Loan Party of Indebtedness of any other Loan Party (other than Holdings and CW Parent); provided that (i) the Indebtedness so Guaranteed is permitted by this
Section 6.01, and (ii) Guarantees permitted under this clause (d) shall be subordinated to the Secured Obligations on the same terms as the Indebtedness so Guaranteed is subordinated to the Secured Obligations;

 (e) Indebtedness of any Borrower or any Subsidiary (other than CW Parent) incurred to finance the acquisition, construction
or improvement of any fixed or capital assets (whether or not constituting purchase money Indebtedness), including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on
any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness in accordance with clause (f) hereof; provided that (i) such Indebtedness is incurred prior to or within
ninety (90) days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) shall not exceed $2,000,000 at any time
outstanding; 
 (f) Indebtedness which represents an extension, refinancing or renewal (such Indebtedness being referred to
herein as the “Refinancing Indebtedness”) of any of the Indebtedness described in clauses (b), (e) and (j) hereof (such Indebtedness being so extended, refinanced or renewed being referred to
herein as the “Refinanced Indebtedness”); provided that (i) such Refinancing Indebtedness does not increase the principal amount or interest rate of the Refinanced Indebtedness, (ii) any Liens securing such
Refinanced Indebtedness are not extended to any additional property of any Loan Party, (iii) no Loan Party that is not originally obligated with respect to repayment of such Refinanced Indebtedness is required to become obligated with respect
to such Refinancing Indebtedness, (iv) such Refinancing Indebtedness does not result in a shortening of the average weighted maturity of such Refinanced Indebtedness, (v) the terms of such Refinancing Indebtedness are not less favorable to
the obligor thereunder than the original terms of such Refinanced Indebtedness and (iv) if such Refinanced Indebtedness was subordinated in right of payment to the Secured Obligations, then the terms and conditions of such Refinancing
Indebtedness must include subordination terms and conditions that are at least as favorable to the Administrative Agent and the Lenders as those that were applicable to such Refinanced Indebtedness; 

(g) Indebtedness owed to any Person providing workers’ compensation, health, disability or other employee benefits or property,
casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; 
 (h) Indebtedness of any Borrower or any Subsidiary (other than CW Parent) in respect of performance bonds, bid bonds, statutory bonds, appeal bonds, surety bonds and similar obligations, in each case
provided in the ordinary course of business; 
 (i) Indebtedness of any Borrower or any Subsidiary (other than CW Parent) in
respect of netting services, overdraft protections and otherwise in connection with deposit accounts, so long as (i) such Indebtedness is incurred in the ordinary course of business and is not outstanding for more than three (3) Business
Days and (ii) the aggregate amount of such Indebtedness does not exceed $500,000 at any one time outstanding; 

  
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 (j) Subordinated Indebtedness of the Borrowers in an aggregate principal amount not
exceeding $30,000,000 at any time outstanding; 
 (k) the Dairyland HP Indebtedness; and 

(l) other Indebtedness of the Borrowers in an aggregate principal amount not exceeding $5,000,000 at any time outstanding. 

SECTION 6.02. Liens. No Loan Party will, nor will it permit any Subsidiary to, create, incur, assume or permit to exist any
Lien on any property or asset now owned or hereafter acquired by it, except: 
 (a) Liens created pursuant to any Loan Document;

 (b) Permitted Encumbrances; 
 (c) any Lien on any property or asset of any Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.02 (including any extensions of any such Liens to the extent the
Indebtedness is extended in accordance with Section 6.01); provided that (i) such Lien shall not apply to any other property or asset of such Borrower or Subsidiary and (ii) such Lien shall secure only those obligations
which it secures on the date hereof; 
 (d) Liens on fixed or capital assets acquired, constructed or improved by any Borrower
or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by Section 6.01(e), (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within ninety
(90) days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and
(iv) such security interests shall not apply to any other property or assets of such Borrower or Subsidiary or any other Borrower or Subsidiary; 
 (e) any Lien existing on any property or asset (other than Accounts and Inventory) prior to the acquisition thereof by any Borrower or any Subsidiary or existing on any property or asset (other than
Accounts and Inventory) of any Person that becomes a Loan Party after the date hereof prior to the time such Person becomes a Loan Party; provided that (i) such Lien is not created in contemplation of or in connection with such
acquisition or such Person becoming a Loan Party, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Loan Party and (iii) the obligation secured by such Lien is permitted by Section 6.01
and such Lien shall secure only those obligations which it secures on the date of such acquisition (including any extensions or modifications of any such obligations permitted by Section 6.01) or the date such Person becomes a Loan
Party, as the case may be; 
 (f) Liens of a collecting bank arising in the ordinary course of business under Section 4-208
of the Uniform Commercial Code in effect in the relevant jurisdiction covering only the items being collected upon; 
 (g) Liens
arising out of sale and leaseback transactions permitted by Section 6.06; 
 (h) Liens granted by a Subsidiary that
is not a Loan Party in favor of any Borrower or another Loan Party in respect of Indebtedness owed by such Subsidiary; 

  
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 (i) precautionary UCC financing statements filed in connection with operating leases or
consignments; 
 (j) non-exclusive licenses and sublicenses of intellectual property or leases or subleases of real property, in
each case, granted to third parties in the ordinary course of business not interfering with or adversely affecting the business of the Loan Parties or their Subsidiaries; 
 (k) Liens attaching solely to cash earnest money deposits in connection with any letter of intent or purchase agreement in connection with a Permitted Investment or Permitted Acquisition; 

(l) Liens in favor of customs and revenue authorities which secure payments of customs duties in connection with the importation of
goods; 
 (m) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of
law encumbering deposits; 
 (n) Liens on property with an aggregate value not exceeding $1,000,000 that is subject to
conditional sale, title retention, consignment or similar arrangements; 
 (o) Liens on the Dairyland HP Facility and any other
assets of Dairyland HP that is securing the Dairyland HP Indebtedness and related obligations under the New Markets Tax Credit Financing; and 
 (p) other Liens securing Subordinated Indebtedness not exceeding $250,000 in the aggregate at any time. 
 SECTION 6.03. Fundamental Changes. (a) No Loan Party will, nor will it permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into
or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) any Subsidiary of any Borrower may merge into
(x) another Subsidiary that is not a Borrower or (y) a Borrower in a transaction in which such Borrower is the surviving entity and (ii) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Borrower which owns such
Subsidiary determines in good faith that such liquidation or dissolution is in the best interests of such Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly
owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. 

(b) No Loan Party will, nor will it permit any Subsidiary to, engage in any business other than businesses of the type conducted by the
Borrowers and their Subsidiaries on the date hereof and businesses reasonably related thereto and logical extensions thereof. 

(c) Holdings will not engage in any business or activity other than the ownership of all the outstanding Equity Interests of Dairyland
and CW Parent and activities incidental thereto. CW Parent will not engage in any business or activity other than the ownership of all of the outstanding Equity Interests of CW Mid-Atlantic, CW Florida and CW West Coast and activities incidental
thereto. 
 (d) The Loan Parties will not change the method of determining the Fiscal Year of Holdings and its Subsidiaries,
unless Borrower Representative shall have given Administrative Agent at least 180 days’ prior notice thereof and the parties hereto shall have made appropriate changes to this Agreement (it being acknowledged and agreed that the date of
the Fiscal Year end may change by up to ten (10) days from year to year). 

  
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 SECTION 6.04. Investments, Loans, Advances, Guarantees and Acquisitions. No Loan
Party will form any subsidiary after the Effective Date, or purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Subsidiary prior to such merger) any evidences of indebtedness or
Equity Interest of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a
series of transactions) any assets of any other Person constituting a business unit (whether through purchase of assets, merger or otherwise), or permit any Subsidiary to do any of the foregoing, except: 

(a) Permitted Investments, subject, to the extent required by the Security Agreement, to control agreements in favor of the
Administrative Agent or otherwise subject to a perfected security interest in favor of the Administrative Agent for the benefit of the Lenders and the other Secured Parties (subject to any grace periods in the Security Agreement for delivering such
control agreements or otherwise perfecting such security interest); 
 (b) investments in existence on the date hereof and
described in Schedule 6.04; 
 (c) investments by Holdings in the Borrowers and CW Parent and by CW Parent, the
Borrowers and the Subsidiaries in Equity Interests in their respective Subsidiaries that are Loan Parties; provided that any such Equity Interests shall be pledged in accordance with the Security Agreement (subject to any grace periods
therein for perfecting such security interest); 
 (d) loans or advances made by a Loan Party (other than Holdings) to any other
Loan Party (other than Holdings); provided that the parties shall have complied with Section 6.01(c); 
 (e)
Guarantees constituting Indebtedness permitted by Section 6.01; 
 (f) loans or advances made by a Loan Party to its
employees on an arms-length basis in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $500,000 in the aggregate at any one time
outstanding; 
 (g) subject to Sections 4.2(a) and 4.4 of the Security Agreement, notes payable, or stock or
other securities issued by Account Debtors to a Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary course of business, consistent with past practices; 

(h) investments in the form of Swap Agreements permitted by Section 6.07; 

(i) investments of any Person existing at the time such Person becomes a Subsidiary of a Borrower or consolidates or merges with a
Borrower or any of the Subsidiaries, in either case, in accordance with the terms hereof (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of
such merger; 
 (j) investments received in connection with the dispositions of assets permitted by Section 6.05;

 (k) investments constituting deposits described in clauses (c) and (d) of the definition of the term
“Permitted Encumbrances”; 
 (l) Permitted Acquisitions; 

  
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 (m) Indebtedness permitted pursuant to Section 6.01 or any restricted payment
permitted pursuant to Section 6.08, in each case, to the extent such Indebtedness or restricted payment constitutes an investment; 
 (n) any investments received in compromise or resolution of (x) obligations of trade creditors or customers incurred in the ordinary course of business of the Borrowers, including pursuant to any
plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (y) litigation, arbitration or other disputes with persons who are not Affiliates; provided, that any such investments
shall be pledged in accordance with the Security Agreement (subject to any grace periods therein for perfecting such security interest); 
 (o) receivables owing to the Borrowers or any of their respective Subsidiaries created in the ordinary course of business and payable or in accordance with customary trade terms; 

(p) to the extent the same constitute investments, inventory of non-Loan Parties held by the Borrowers for sale subject to consignment or
similar arrangements; 
 (q) investments in wholly-owned domestic Subsidiaries that become Loan Parties in accordance with
Section 5.13; and 
 (r) investments by Holdings and its Subsidiaries in Dairyland HP in an aggregate amount not to
exceed $10,000,000 during the term of this Agreement. 
 SECTION 6.05. Asset Sales. No Loan Party will, nor will it
permit any Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it or income or revenues (including accounts receivable) or rights in respect of any thereof, nor will any Borrower or any
Subsidiary issue any additional Equity Interest (other than to another Borrower or another Subsidiary in compliance with Section 6.04), except: 
 (a) sales, transfers and dispositions of (i) inventory in the ordinary course of business (including inventory held for sale pursuant to Section 6.04(p)), (ii) used, obsolete, worn
out or surplus equipment or property in the ordinary course of business, (iii) securities of trade creditors or customers received pursuant to any dispute settlement, plan of reorganization or similar arrangement following the bankruptcy or
insolvency of such trade creditor or customer and (iii) intellectual property that is no longer material to the conduct of the business of the Loan Parties; 
 (b) sales, transfers and dispositions of assets to any Borrower or any other Loan Party (other than Holdings and CW Parent); provided that, any registered intellectual property of any Loan Party or
its Subsidiaries may be assigned to Holdings, so long as all actions required to be taken with respect to such intellectual property under Section 5.13 shall have been taken within the time period set out therein; 

(c) sales, transfers and dispositions of accounts receivable in connection with the compromise, settlement or collection thereof;

 (d) sales, transfers and dispositions of Permitted Investments and other investments permitted by
clauses (i) and (k) of Section 6.04; 
 (e) sale and leaseback transactions permitted
by Section 6.06; 

  
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 (f) dispositions resulting from any casualty or other insured damage to, or any taking under
power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Borrower or any Subsidiary; 

(g) licenses and sublicenses of intellectual property granted in the ordinary course of business; and 

(h) sales, transfers and other dispositions of assets (other than Equity Interests in a Subsidiary unless all Equity Interests in such
Subsidiary are sold) that are not permitted by any other paragraph of this Section; provided that the aggregate fair market value of all assets sold, transferred or otherwise disposed of in reliance upon this paragraph (h) shall
not exceed $1,000,000 during any twelve month period; 
 provided that all sales, transfers, leases and other dispositions permitted
hereby (other than those permitted by paragraphs (b) and (f) above and abandonment of intellectual property no longer material to the business of the Loan Parties) shall be made for fair value and for all cash consideration.

 SECTION 6.06. Sale and Leaseback Transactions. No Loan Party will, nor will it permit any Subsidiary to, enter
into any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property
that it intends to use for substantially the same purpose or purposes as the property sold or transferred, except for any such sale of any fixed or capital assets by the Borrowers or any Subsidiary that is approved by Required Lenders, made for cash
consideration in an amount not less than the fair value of such fixed or capital asset and consummated within ninety (90) days after the Borrowers or such Subsidiary acquire or complete the construction of such fixed or capital asset.

 SECTION 6.07. Swap Agreements. No Loan Party will, nor will it permit any Subsidiary to, enter into any Swap
Agreement, except (a) Swap Agreements entered into to hedge or mitigate risks to which any Borrower or any Subsidiary has actual exposure (other than those in respect of Equity Interests of any Borrower or any of its Subsidiaries), and
(b) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from floating to fixed rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or
investment of any Borrower or any Subsidiary. 
 SECTION 6.08. Restricted Payments; Certain Payments of
Indebtedness. (a) No Loan Party will, nor will it permit any Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except,
(x) any Loan Party may make a Permitted Holdings Dividend under clause (iii) of the definition thereof to Holdings and (y) so long as no Event of Default shall have occurred and be continuing or would result therefrom
(including after giving effect thereto on a pro forma basis), (i) each of Holdings and the Borrowers may declare and pay dividends with respect to its common stock payable solely in additional shares of its common stock, and, with respect to
its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, (ii) Subsidiaries may declare and pay dividends to the Borrowers, (iii) any Loan Party may make a Permitted Holdings
Dividend to Holdings, and (iv) Holdings and its Subsidiaries may make any other Restricted Payment, so long as the aggregate amount of all such Restricted Payments made pursuant to this clause (iv) during any Fiscal Year does not
exceed $1,000,000. 
 (b) No Loan Party will, nor will it permit any Subsidiary to, make or agree to pay or make, directly or
indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property),
including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except: 

(i) payment of Indebtedness created under the Loan Documents; 

  
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 (ii) payment of regularly scheduled interest and principal payments as and
when due in respect of any Indebtedness, other than payments in respect of the Subordinated Indebtedness prohibited by the subordination provisions thereof; 
 (iii) payment of intercompany Indebtedness incurred in accordance with Section 6.01; 
 (iv) refinancings of Indebtedness to the extent permitted by Section 6.01; 
 (v) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness so long as the proceeds of such sale are sufficient
to repay such Indebtedness in full; 
 (vi) payments made in respect of the sinking fund requirement under the
New Markets Tax Credit Financing, so long as (i) after giving effect to such payment, the aggregate amount of all such payments does not exceed the then outstanding principal amount of the Dairyland HP Indebtedness, and (ii) no Default or
Event of Default has occurred and is continuing or would be caused by such payment; and 
 (vii) prepayments with
respect to the Dairyland HP Indebtedness, so long as (x) after giving effect to such payment, the Loan Parties shall be in pro forma compliance with the financial covenants set forth in Section 6.13 as of the most recent Fiscal
Quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or 5.01(b) (or, prior to the delivery of any such financial statements, as of the last Fiscal Quarter included in the financial
statements referred to in Section 3.04(a)) and (y) no Default or Event of Default has occurred and is continuing or would be caused by such payment. 
 SECTION 6.09. Transactions with Affiliates. No Loan Party will, nor will it permit any Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or
otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions that (i) are in the ordinary course of business and (ii) are at prices and on terms and
conditions not less favorable to such Loan Party or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among any Borrower and any Subsidiary that is a Loan Party not
involving any other Affiliate, (c) transactions that are otherwise expressly permitted by the terms of this Agreement and the other Loan Documents, (d) transactions set forth on Schedule 3.22; provided that any renewal
or extension of the leases set forth on such schedule shall be, in the Borrower Representative’s reasonable discretion, on terms no less favorable to the Loan Parties than could be obtained on an arm’s-length basis from unrelated parties
and (e) the Master Operating Sublease, dated on or about the Effective Date, between Dairyland and Dairyland HP, relating to the Dairyland HP Facility, as the same may be amended from time to time. 

SECTION 6.10. Restrictive Agreements. No Loan Party will, nor will it permit any Subsidiary to, directly or indirectly, enter
into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such Loan Party or Subsidiary to create, incur or permit to exist any Lien upon any of its property or
assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any Equity Interests or to make or repay loans or advances to any other Loan Party or Subsidiary or to Guarantee Indebtedness of any other Loan


  
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Party or Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, (ii) the foregoing shall not apply to
restrictions and conditions existing on the date hereof identified on Schedule 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition),
(iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is
to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such
restrictions or conditions apply only to the property or assets securing such Indebtedness as permitted by this Agreement and (v) clause (a) of the foregoing shall not apply to Excluded Assets and customary provisions in leases or
licenses restricting the assignment thereof or the grant of a security interest therein, in each case, to the extent such provisions are required by the parties thereto and not bargained for by any Loan Party or Subsidiary. 

SECTION 6.11. Amendment of Material Documents. No Loan Party will, nor will it permit any Subsidiary to, amend, modify or
waive any of its rights under (a) any agreement relating to any Subordinated Indebtedness and (b) its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents, in each case, to
the extent any such amendment, modification or waiver would be adverse to the Lenders. 
 SECTION 6.12. Compliance with
Certain Laws. No Loan Party shall, and no Loan Party shall permit any of its Subsidiaries to fail to comply with the laws, regulations and executive orders referred to in Section 3.24 and 3.25. 

SECTION 6.13. Financial Covenants. 
 (a) Fixed Charge Coverage Ratio. The Loan Parties will not permit the Fixed Charge Coverage Ratio, determined for the twelve month period ending on the last day of each Fiscal Quarter, to be less
than 1.25:1.00. 
 (b) Leverage Ratio. The Loan Parties will not permit the Leverage Ratio, determined for the twelve
month period ending on the last day of each Fiscal Quarter during any period set forth below, to be greater than the ratio set forth below opposite such period: 
  

					
	 Any Fiscal Quarter Ending In
	  	Ratio	 
	 Fiscal Years 2012 and 2013
	  	 	3.50:1.00	  
	 Fiscal Years 2014 and 2015
	  	 	3.25:1.00	  
	 Any Period Thereafter
	  	 	3.00:1.00	  

 (c) Certain Calculations. Solely for purposes of this Section 6.13, with respect to
any period during which a Permitted Acquisition or a disposition outside the ordinary course that is permitted by Section 6.04 is consummated, EBITDA, Total Indebtedness and the components of Fixed Charges shall be calculated for such
period giving pro forma effect to such transaction (including pro forma adjustments for fees, expenses and non-recurring charges that are directly attributable to such transaction and are approved by the Administrative Agent in its sole
discretion). The consolidated financial statements of Holdings and its Subsidiaries shall be reformulated as if such transaction (and any related incurrence, repayment or assumption of Indebtedness) had occurred on the first day of the applicable
period. 

  
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 ARTICLE VII 
 EVENTS OF DEFAULT 
 If any of the following events (collectively,
“Events of Default,” and, each, an “Event of Default”) shall occur: 
 (a) the Borrowers shall
fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;

 (b) the Borrowers shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to
in clause (a) of this Article) payable under this Agreement, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three (3) Business Days; 

(c) any representation or warranty made or deemed made by or on behalf of any Loan Party or any Subsidiary in, or in connection with,
this Agreement or any other Loan Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this
Agreement or any other Loan Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder, shall prove to have been incorrect in any material respect when made or deemed made; 

(d) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in
(i) Section 5.02(a), 5.03, 5.06, 5.07, 5.09 or 5.13 or in Article VI of this Agreement or (ii) Article IV or VII of the Security Agreement; 

(e) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained
(i) in Section 5.02 (other than clause (a)), 5.08, 5.10 or 5.12 of this Agreement, and such failure, if capable of being remedied, shall continue unremedied for a period of five (5) days or
(ii) in this Agreement (other than those specified in clause (a), (b), (d) or (e)(i) of this Article) or in the Security Agreement (other than those specified in clause (d) of this Article), and such failure in either case shall
continue unremedied for a period of ten (10) days after notice thereof from the Administrative Agent to the Borrower Representative; 
 (f) any Loan Party or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become
due and payable (after giving effect to any applicable grace periods); 
 (g) after giving effect to any applicable grace
periods with respect thereto, any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits the holder or holders of any Material Indebtedness or any trustee or agent
on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (g) shall not apply to
secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness in accordance with the terms hereof so long as the proceeds of such sale are sufficient to repay such
Indebtedness in full; 
 (h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking
(i) liquidation, reorganization or other relief in respect of a Loan Party or any Subsidiary of any 

  
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Loan Party or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or
(ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Loan Party or any Subsidiary of any Loan Party or for a substantial part of its assets, and, in any such case, such proceeding or
petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered; 
 (i) any Loan Party or any Subsidiary of any Loan Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state
or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h)
of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Loan Party or Subsidiary of any Loan Party or for a substantial part of its assets,
(iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the
foregoing; 
 (j) any Loan Party or any Subsidiary of any Loan Party shall become unable, admit in writing its inability or fail
generally to pay its debts as they become due; 
 (k) one or more judgments for the payment of money in an aggregate amount in
excess of $1,000,000 shall be rendered against any Loan Party, any Subsidiary of any Loan Party or any combination thereof and the same shall remain undischarged for a period of forty-five (45) consecutive days during which execution shall not
be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of any Loan Party or any Subsidiary of any Loan Party to enforce any such judgment; provided, however, that no Event
of Default shall occur under this clause (k) if and for so long as (i) the full amount of such judgment, order or award is covered by a valid and binding policy of insurance and (ii) such insurer has been notified of such
judgment, and the amount thereof, and has not disputed or contested the claim made for payment of the full amount of such judgment, order or award under such policy; 
 (l) an ERISA Event shall have occurred that when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in aggregate liabilities in excess of $1,000,000;

 (m) a Change in Control shall occur; 
 (n) the occurrence of any “default”, as defined in any Loan Document (other than this Agreement), or the breach of any of the terms or provisions of any Loan Document (other than this
Agreement), which default or breach continues beyond any period of grace therein provided; 
 (o) the Loan Guaranty shall fail
to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Loan Guaranty, or any Loan Guarantor shall fail to comply with any of the terms or provisions of the Loan Guaranty
to which it is a party, or any Loan Guarantor shall deny that it has any further liability under the Loan Guaranty to which it is a party, or shall give notice to such effect; 
 (p) except as permitted by the terms of any Collateral Document, (i) any Collateral Document shall for any reason fail to create a valid security interest in any Collateral purported to be covered
thereby, or (ii) any Lien securing any Secured Obligation shall cease to be a perfected, first priority Lien; 

  
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 (q) any Collateral Document shall fail to remain in full force or effect or any action shall
be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document; 
 (r) any material
provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or
inaction based on any such assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms); 

(s) [Intentionally Omitted]; 
 (t) any (i) reduction of the aggregate revenues of the Loan Parties during a twelve-month period in excess of twenty-five percent of the aggregate revenues of the Loan Parties during the immediately
preceding twelve-month period or (ii) the Loan Parties’ loss of required permits or licenses that could reasonably be expected to result in a reduction of the aggregate revenues of the Loan Parties during the immediately succeeding
twelve-month period in excess of twenty-five percent of the aggregate revenues of the Loan Parties during the immediately preceding twelve-month period, which, in either case, could reasonably be expected to have a Material Adverse Effect;

 (u) any Loan Party shall fail to be in substantial compliance with all current applicable statutes, rules, regulations,
guides, policies, orders or directives administered or issued by the FDA or a recall notice, in each case, to the extent such failure could reasonably be expected to have a Material Adverse Effect; or 

(v) any Equity Interest which is included within the Collateral shall at any time constitute a Security (as defined in the UCC) or the
issuer of any such Equity Interest shall take any action to have such interests treated as a Security unless (i) all certificates or other documents constituting such Security have been delivered to the Administrative Agent and such Security is
properly defined as such under Article 8 of the UCC of the applicable jurisdiction, whether as a result of actions by the issuer thereof or otherwise, or (ii) the Administrative Agent has entered into a control agreement with the issuer of
such Security or with a securities intermediary relating to such Security and such Security is defined as such under Article 8 of the UCC of the applicable jurisdiction, whether as a result of actions by the issuer thereof or otherwise, and the
failure to comply with this clause (v) shall continue unremedied for a period of fifteen (15) days; 
 then, and in every such
event (other than an event with respect to the Loan Parties described in clause (h) or (i) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of
the Required Lenders shall, by notice to the Borrower Representative, take either or both of the following actions, at the same or different times: (i) terminate the Commitments, whereupon the Commitments shall terminate immediately, and
(ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), whereupon the principal of the Loans so
declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by the Borrowers; and in case of any event with respect to the Loan Parties described in clause (h) or (i) of this Article, the Commitments shall automatically terminate and the principal of the
Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Loan Parties accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by the Loan Parties. Upon the occurrence and the continuance of an Event of Default, the Administrative Agent may, and at the request of the Required Lenders shall, exercise any rights and remedies provided to the
Administrative Agent under the Loan Documents or at law or equity, including all remedies provided under the UCC. 

  
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 ARTICLE VIII 
 THE ADMINISTRATIVE AGENT 
 Each of the Lenders and the Issuing Bank hereby
irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf, including execution of the other Loan Documents, and to exercise such powers as are delegated to the
Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. 
 The bank serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the
Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Loan Parties or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent
hereunder. 
 The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan
Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative
Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise in writing
as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set forth in the Loan Documents, the
Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any of its Subsidiaries that is communicated to or obtained by the bank serving as
Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the
Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless
and until written notice thereof is given to the Administrative Agent by the Borrower Representative or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement,
warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of
any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the
creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of
items expressly required to be delivered to the Administrative Agent. 
 The Administrative Agent shall be entitled to rely
upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The
Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal
counsel (who may be counsel for the Borrowers), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.


  
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 The Administrative Agent may perform any and all its duties and exercise its rights and
powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties.
The exculpatory provisions of the preceding s shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the
credit facilities provided for herein as well as activities as Administrative Agent. 
 Subject to the appointment and
acceptance of a successor Administrative Agent as provided in this Article VIII, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank and the Borrower Representative. Upon any such resignation, the
Required Lenders shall have the right, in consultation with the Borrowers, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the
retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent which shall be a commercial bank or an Affiliate of
any such commercial bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative
Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise
agreed between the Borrowers and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article, Section 2.17(d) and Section 9.03 shall continue in effect for the benefit of such
retiring Administrative Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. 

Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on
such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any
other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or related
agreement or any document furnished hereunder or thereunder. 
 None of the Lenders, if any, identified in this Agreement as a
Co-Syndication Agent shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, none of such Lenders shall have or be deemed to
have a fiduciary relationship with any Lender. Each Lender hereby makes the same acknowledgments with respect to the relevant Lenders in their capacities as Co-Syndication Agents as it makes with respect to the Administrative Agent in the preceding
paragraph. 
 The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or
(except as otherwise set forth herein in case of the Administrative Agent) authorized to act for, any other Lender. The Administrative Agent shall have the exclusive right on behalf of the Lenders to enforce the payment of the principal of and
interest on any Loan after the date such principal or interest has become due and payable pursuant to the terms of this Agreement; provided that, the foregoing shall not limit or otherwise restrict the rights of the Lenders or any of their
Affiliates pursuant to Section 9.08. 

  
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 In its capacity, the Administrative Agent is a “representative” of the Secured
Parties within the meaning of the term “secured party” as defined in the New York Uniform Commercial Code. Each Lender authorizes the Administrative Agent to enter into each of the Collateral Documents to which it is a party and to take
all action contemplated by such documents. Each Lender agrees that no Secured Party (other than the Administrative Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, it being understood
and agreed that such rights and remedies may be exercised solely by the Administrative Agent for the benefit of the Secured Parties upon the terms of the Collateral Documents. In the event that any Collateral is hereafter pledged by any Person as
collateral security for the Secured Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and
perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the
Administrative Agent upon any Collateral (i) as described in Section 9.02(d); (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing
by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release
particular types or items of Collateral pursuant hereto. Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the
Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower Representative to the Administrative Agent, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to)
execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however,
that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s opinion, would expose the Administrative Agent to liability or create any obligation or entail any
consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens upon (or obligations of any Loan Party in respect of)
all interests retained by any Loan Party, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. 
 ARTICLE IX 
 MISCELLANEOUS 

SECTION 9.01. Notices. (a) Except in the case of notices and other communications expressly permitted to be given by
telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by
facsimile, as follows: 
  

	 	(i)	if to any Loan Party, to the Borrower Representative at: 

 Dairyland USA Corporation 
 100 East Ridge Road 

Ridgefield, CT 06877 
 Attention: Chris Pappas 
 Telephone: 203-894-1345, Ext. 10220 

Facsimile: 203-894-9107 

  
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 (ii) if to the Administrative Agent, to JPMorgan Chase Bank, N.A., 10 South
Dearborn Street, 7th Floor, Chicago, Illinois 60603, Attention of Brian Larson (Telecopy No. 888-303-9732), with a copy to JPMorgan Chase Bank, N.A., 106 Corporate Park Drive, Floor 02, White Plains, New York 10604-3806, Attention of Patricia
Stone (Telecopy No. 914-993-2222); 
 (iii) if to the Issuing Bank, to it at JPMorgan Chase Bank, N.A., 10
South Dearborn Street, 7th Floor, Chicago, Illinois 60603, Attention of Brian Larson (Telecopy No. 888-303-9732); 
 (iv) if to the Swingline Lender, to it at JPMorgan Chase Bank, N.A., 10 South Dearborn Street, 7th Floor, Chicago, Illinois 60603, Attention of Brian Larson (Telecopy No. 888-303-9732); and

 (v) if to any other Lender, to it at its address or facsimile number set forth in its Administrative
Questionnaire. 
 All such notices and other communications (i) sent by hand or overnight courier service, or mailed by certified or
registered mail, shall be deemed to have been given when received or (ii) sent by facsimile shall be deemed to have been given when sent; provided that if not given during normal business hours for the recipient, shall be deemed to have
been given at the opening of business on the next Business Day for the recipient. 
 (b) Notices and other communications to the
Lenders hereunder may be delivered or furnished by electronic communications (including e mail and internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to
notices pursuant to Article II or to compliance and no Default certificates delivered pursuant to Section 5.01(c) unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the
Borrower Representative (on behalf of the Loan Parties) may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of
such procedures may be limited to particular notices or communications. All such notices and other communications (a) sent to an e mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended
recipient (such as by the “return receipt requested” function, as available, return e mail or other written acknowledgement); provided that if not given during the normal business hours of the recipient, such notice or communication
shall be deemed to have been given at the opening of business on the next Business Day for the recipient, and (b) posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e mail
address as described in the foregoing clause (b)(i) of notification that such notice or communication is available and identifying the website address therefor. 
 (c) Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the other parties hereto. 

SECTION 9.02. Waivers; Amendments. (a) No failure or delay by the Administrative Agent, the Issuing Bank or any Lender
in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right
or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Issuing Bank and the Lenders hereunder and under any other Loan Document are cumulative
and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall 

  
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in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for
the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or
the Issuing Bank may have had notice or knowledge of such Default at the time. 
 (b) Except as provided in Section 2.22
with respect to an Incremental Term Loan Amendment, neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrowers and the Required Lenders or
by the Borrowers and the Administrative Agent with the consent of the Required Lenders; provided that no such agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender (including any such Lender
that is a Defaulting Lender), (ii) reduce or forgive the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent of each
Lender (including any such Lender that is a Defaulting Lender) directly affected thereby, (iii) postpone any scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any date for the payment of any interest or fees
payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender (including any such Lender that is a Defaulting Lender) directly
affected thereby, (iv) change Section 2.18(b) or (d) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (v) change any of the provisions of
this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights hereunder or make any determination
or grant any consent hereunder, without the written consent of each Lender (it being understood that, solely with the consent of the parties prescribed by Section 2.22 to be parties to an Incremental Term Loan Amendment, Incremental Term Loans
may be included in the determination of Required Lenders on substantially the same basis as the Commitments and the Revolving Loans are included on the Effective Date), (vi) release all or substantially all of the Loan Guarantors from their
obligations under the Loan Guaranty without the written consent of each Lender, or (vii) except as provided in clause (d) of this Section or in any Collateral Document, release all or substantially all of the Collateral, without the
written consent of each Lender; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender hereunder without the prior
written consent of the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be. 
 (c)
Notwithstanding the foregoing, this Agreement and any other Loan Document may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrowers (x) to add one or more credit
facilities (in addition to the Incremental Term Loans pursuant to an Incremental Term Loan Amendment) to this Agreement and to permit extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof
to share ratably in the benefits of this Agreement and the other Loan Documents with the Revolving Loans, Incremental Term Loans and the accrued interest and fees in respect thereof and (y) to include appropriately the Lenders holding such
credit facilities in any determination of the Required Lenders and Lenders. 
 (d) The Lenders hereby irrevocably authorize the
Administrative Agent, at its option and in its sole discretion, to release any Liens granted to the Administrative Agent by the Loan Parties on any Collateral (i) upon the termination of the Commitments, payment and satisfaction in full in cash
of all Secured Obligations (other than Unliquidated Obligations), and the cash collateralization of all Unliquidated Obligations in a manner satisfactory to each affected Lender, (ii) constituting property being sold or disposed of if the Loan
Party disposing of such property certifies to the Administrative Agent that 

  
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the sale or disposition is made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), and to the
extent that the property being sold or disposed of constitutes 100% of the Equity Interest of a Subsidiary, the Administrative Agent is authorized to release any Loan Guaranty provided by such Subsidiary, (iii) constituting property leased to a
Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the
Administrative Agent and the Lenders pursuant to Article VII. Except as provided in the preceding sentence, the Administrative Agent will not release any Liens on Collateral without the prior written authorization of the Required
Lenders; provided that the Administrative Agent may in its discretion, release its Liens on Collateral valued in the aggregate not in excess of $250,000 during any calendar year without the prior written authorization of the Required Lenders.
Any such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties,
including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. If the Administrative Agent releases any Collateral in accordance with the foregoing, Administrative Agent agrees, at Borrowers’ sole expense,
to prepare and deliver such documents as Borrower Representative may reasonably request to evidence such release. 
 (e) If, in
connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each Lender affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is
not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrowers may elect to replace a Non-Consenting Lender as a Lender party to this Agreement;
provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrowers and the Administrative Agent shall agree, as of such date, to purchase for cash the Loans and other
Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to
comply with the requirements of clause (b) of Section 9.04, and (ii) the Borrowers shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts
then accrued but unpaid to such Non-Consenting Lender by the Borrowers hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Section 2.15 and 2.17, and
(2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 2.16 had the Loans of such Non-Consenting Lender been prepaid on such date rather than sold to the
replacement Lender. 
 (f) Notwithstanding anything to the contrary herein the Administrative Agent may, with the consent of the
Borrowers only, amend, modify or supplement this Agreement or any of the other Loan Documents to cure any ambiguity, omission, mistake, defect or inconsistency. 
 SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a) The Borrowers shall pay (i) all reasonable documented out-of-pocket expenses incurred by the Administrative Agent and its
Affiliates, including the reasonable and documented fees, charges and disbursements of one primary counsel and one additional counsel in each applicable jurisdiction for the Administrative Agent, in connection with the syndication and distribution
(including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the
provisions of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance,
amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all documented out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank


  
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or any Lender, including the fees, charges and disbursements of (x) one primary counsel and one additional counsel in each applicable jurisdiction for the Administrative Agent, (y) one
additional counsel for all Lenders (other than the Administrative Agent) and (z) additional counsel in light of actual or potential conflicts of interest or the availability of different claims or defenses for the Administrative Agent, the
Issuing Bank or any Lender, in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued
hereunder, including all such documented out-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. 
 (b) The Borrowers shall, jointly and severally, indemnify the Administrative Agent, the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called
an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, incremental taxes, liabilities and related expenses, including the fees, charges and disbursements of any counsel for
any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the negotiation, preparation, execution or delivery of the Loan Documents or any agreement or instrument contemplated
thereby, the performance by the parties hereto of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds
therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any
actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Borrower or any of their Subsidiaries, or any Environmental Liability related in any way to any Borrower or any of its Subsidiaries,
(iv) the failure of the Borrowers to deliver to the Administrative Agent the required receipts or other required documentary evidence with respect to a payment made by the Borrowers for Taxes pursuant to Section 2.17, or
(v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that
such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, penalties, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have
resulted from (x) the gross negligence or willful misconduct of such Indemnitee or (y) such Indemnitee’s material breach of its express obligations under any of the Loan Documents (pursuant to a claim initiated by the Borrowers). This
Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim. 
 (c) To the extent that the Borrowers fail to pay any amount required to be paid by it to the Administrative Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or
(b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount (it being understood that the Borrowers’ failure to pay any such amount shall not relieve the Borrowers of any default in the payment thereof); provided that the
unreimbursed expense or indemnified loss, claim, damage, penalty, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such.

 (d) To the extent permitted by applicable law, no Loan Party shall assert, and each hereby waives, any claim against any
Indemnitee (i) for any damages arising from the use by others of information or other material obtained through telecommunications, electronic or other information transmission systems (including the Internet), or (ii) on any theory of
liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated
hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. 

  
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 (e) All amounts due under this Section shall be payable immediately upon the Borrower
Representative’s receipt of written demand therefor. 
 SECTION 9.04. Successors and Assigns. (a) The
provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), except
that (i) no Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any Loan Party without such consent shall be null
and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than
the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section) and, to
the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. 

(b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees
all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of: 

(A) the Borrower Representative; provided that (x) the Borrower Representative shall be deemed to have
consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof, (y) it shall not be unreasonable for the Borrower
Representative to withhold its consent for assignments to any Person that is directly engaged in the primary business of distributing food products to business establishments, such as restaurants, country clubs, hotels, caterers, culinary schools
and specialty food stores and (z) no consent of the Borrower Representative shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other
assignee; 
 (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be
required for an assignment of all or any portion of a Term Loan; and 
 (C) the Issuing Bank; provided
that no consent of the Issuing Bank shall be required for an assignment of all or any portion of a Term Loan. 

(ii) Assignments shall be subject to the following additional conditions: 

(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining
amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such
assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 or, in the case of a Term Loan, $1,000,000 unless each of the Borrower Representative and the Administrative Agent otherwise consent; provided that no such
consent of the Borrower Representative shall be required if an Event of Default has occurred and is continuing; 

  
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 (B) each partial assignment shall be made as an assignment of a
proportionate part of all the assigning Lender’s rights and obligations under this Agreement; provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights
and obligations in respect of one Class of Commitments or Loans; 
 (C) the parties to each assignment shall
execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and 
 (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all the
syndicate-level information (which may contain material non-public information about Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the
assignee’s compliance procedures and applicable laws, including Federal and state securities laws; and 

(E) In no event shall any Loan Party, any Affiliate of the Loan Parties or any natural person become a Lender hereunder.

 For the purposes of this Section 9.04(b), the term “Approved Fund” has the following meaning:

 “Approved Fund” means any Person (other than a natural person) that is engaged in making, purchasing,
holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity
that administers or manages a Lender. 
 (iii) Subject to acceptance and recording thereof pursuant to
paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and
Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of
Sections 2.15, 2.16, 2.17 and 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 shall be treated for purposes of this
Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section. 
 (iv) The Administrative Agent, acting for this purpose as an agent of the Borrowers, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries
in the Register shall be conclusive, and the Borrowers, the Administrative Agent, the Issuing Bank and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder


  
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for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrowers, the Issuing Bank and any Lender, at any reasonable
time and from time to time upon reasonable prior notice. Notwithstanding anything in this Agreement to the contrary, the Loans and LC Disbursements are intended to be treated as registered obligations for tax purposes and the right, title and
interest of the Lenders in and to such Loans and LC Disbursements shall be transferable only in accordance with the terms hereof. This Section 9.04(b)(iv) shall be construed so that the Loans and LC Disbursements are at all times
maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code. 
 (v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall
already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent
shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to
Section 2.05, 2.06(d) or (e), 2.07(b), 2.18(d) or 9.03(c), the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register
unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

 (c) Any Lender may, without the consent of the Borrowers, the Administrative Agent, the Issuing Bank or the Swingline Lender,
sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to
it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged; (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; (C) the
Borrowers, the Administrative Agent, the Issuing Bank and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and (D) no Affiliate of
any Loan Party shall become a Participant. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in
the first proviso to Section 9.02(b) that affects such Participant. The Borrowers agree that each Participant shall be entitled to the benefits of Section 2.15, 2.16 and 2.17 (subject to the requirements and
limitations therein, including the requirements under Section 2.17(f) (it being understood that the documentation required under Section 2.17(f) shall be delivered to the participating Lender)) to the same extent as if it
were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Section 2.18 and 2.19 as if
it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Section 2.15 or 2.17, with respect to any participation, than its participating Lender
would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. 

To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender;
provided such Participant agrees to be subject to Section 2.18(c) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrowers, maintain a register on which
it enters the name and address of each Participant and the 

  
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principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”); provided
that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans,
Letters of Credit or its other obligations under any Loan Document) except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103
1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of such
participation for all purposes of this Agreement notwithstanding any notice to the contrary. 
 (d) Any Lender may at any time
pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank, and this
Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or
assignee for such Lender as a party hereto. 
 SECTION 9.05. Survival. All covenants, agreements, representations
and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the
other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and
notwithstanding that the Administrative Agent, the Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and
effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or
terminated. The provisions of Section 2.15, 2.16, 2.17 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby,
the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof. 
 SECTION 9.06. Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the
entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this
Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties
hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic
transmission shall be effective as delivery of a manually executed counterpart of this Agreement. 
 SECTION 9.07.
Severability. Any provision of any Loan Document held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without
affecting the validity, legality and enforceability of the remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. 

  
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 SECTION 9.08. Right of Setoff. If an Event of Default shall have occurred and be
continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final)
at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrowers or any Loan Guarantor against any of and all the Secured Obligations held by such Lender, irrespective of
whether or not such Lender shall have made any demand under the Loan Documents and although such obligations may be unmatured. The applicable Lender shall notify the Borrower Representative and the Administrative Agent of such set-off or
application; provided that any failure to give or any delay in giving such notice shall not affect the validity of any such set-off or application under this Section. The rights of each Lender under this Section are in addition to other
rights and remedies (including other rights of setoff) which such Lender may have. 
 SECTION 9.09. Governing Law;
Jurisdiction; Consent to Service of Process. (a) This Agreement shall be construed in accordance with and governed by the law of the State of New York, but giving effect to federal laws applicable to national banks. 

(b) Each Loan Party hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the
Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to any
Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York
State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in
any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this
Agreement or any other Loan Document against any Loan Party or its properties in the courts of any jurisdiction. 
 (c) Each
Loan Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or
relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court. 
 (d) Each party to this Agreement irrevocably
consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted
by law. 
 SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON
CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT 

  
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NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER
AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 

SECTION 9.11. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference
only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement. 
 SECTION 9.12. Confidentiality. Each of the Administrative Agent, the Issuing Bank and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that
Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by Requirement of Law or by any subpoena or
similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of
rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Loan Parties and their obligations, (g) with the consent of the Borrower
Representative or (h) to the extent such Information becomes (i) publicly available other than as a result of a breach of this Section or (ii) available to the Administrative Agent, the Issuing Bank or any Lender on a non-confidential
basis from a source other than the Borrowers. For the purposes of this Section, “Information” means all information received from the Borrowers relating to the Borrowers or their business, other than any such information that is
available to the Administrative Agent, the Issuing Bank or any Lender on a non-confidential basis prior to disclosure by the Borrowers; provided that, in the case of information received from the Borrowers after the date hereof, such
information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such
Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. 
 EACH LENDER ACKNOWLEDGES THAT INFORMATION (AS DEFINED IN SECTION 9.12) FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE LOAN PARTIES, AND
THEIR AFFILIATES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN
ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS. 
 ALL INFORMATION, INCLUDING
REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE BORROWERS OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT
LOAN PARTIES, THE LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE 

  
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BORROWERS AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN
ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS. 
 SECTION 9.13.
Several Obligations; Nonreliance; Violation of Law. The respective obligations of the Lenders hereunder are several and not joint and the failure of any Lender to make any Loan or perform any of its obligations hereunder shall not relieve any
other Lender from any of its obligations hereunder. Each Lender hereby represents that it is not relying on or looking to any margin stock for the repayment of the Borrowings provided for herein. Anything contained in this Agreement to the contrary
notwithstanding, neither the Issuing Bank nor any Lender shall be obligated to extend credit to the Borrowers in violation of any Requirement of Law. 
 SECTION 9.14. USA PATRIOT Act. Each Lender that is subject to the requirements of the USA Patriot Act (Title III of Pub. L. 107 56 (signed into law October 26, 2001)) (the
“Act”) hereby notifies the Borrowers that pursuant to the requirements of the Act, it is required to obtain, verify and record information that identifies the Borrowers, which information includes the names and addresses of the
Borrowers and other information that will allow such Lender to identify the Borrowers in accordance with the Act. 

SECTION 9.15. Disclosure. Each Loan Party and each Lender hereby acknowledges and agrees that the Administrative Agent and/or
its Affiliates from time to time may hold investments in, make other loans to or have other relationships with any of the Loan Parties and their respective Affiliates. 
 SECTION 9.16. Appointment for Perfection. Each Lender (in its capacity as Lender and as a holder of any other Secured Obligations) hereby appoints each other Lender as its agent for the
purpose of perfecting Liens, for the benefit of the Administrative Agent, the Lenders and the other holders of Secured Obligations, in assets which, in accordance with Article 9 of the UCC or any other applicable law can be perfected only by
possession. Should any Lender (other than the Administrative Agent) obtain possession of any such Collateral, such Lender shall notify the Administrative Agent thereof and, promptly upon the Administrative Agent’s request therefor, shall
deliver such Collateral to the Administrative Agent or otherwise deal with such Collateral in accordance with the Administrative Agent’s instructions. 
 SECTION 9.17. Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other
amounts which are treated as interest on such Loan under applicable law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received
or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the
extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other
Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.


  
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 ARTICLE X 
 Loan Guaranty 
 SECTION 10.01. Guaranty. Each Loan Guarantor
(other than those that have delivered a separate Guaranty) hereby agrees that it is jointly and severally liable for, and absolutely and unconditionally guarantees to the Lenders, the prompt payment when due, whether at stated maturity, upon
acceleration or otherwise, and at all times thereafter, of the Secured Obligations and all costs and expenses, including, without limitation, all court costs and attorneys’ and paralegals’ fees (including allocated costs of in-house
counsel and paralegals) and expenses paid or incurred by the Administrative Agent, the Issuing Bank and the Lenders in endeavoring to collect all or any part of the Secured Obligations from, or in prosecuting any action against, any Borrower, any
Loan Guarantor or any other guarantor of all or any part of the Secured Obligations (such costs and expenses, together with the Secured Obligations, collectively the “Guaranteed Obligations”). Each Loan Guarantor further agrees that
the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. All terms of this Loan Guaranty apply
to and may be enforced by or on behalf of any domestic or foreign branch or Affiliate of any Lender that extended any portion of the Guaranteed Obligations. 
 SECTION 10.02. Guaranty of Payment. This Loan Guaranty is a guaranty of payment and not of collection. Each Loan Guarantor waives any right to require the Administrative Agent, the Issuing
Bank or any Lender to sue any Borrower, any Loan Guarantor, any other guarantor, or any other Person obligated for all or any part of the Guaranteed Obligations (each, an “Obligated Party”), or otherwise to enforce its payment
against any collateral securing all or any part of the Guaranteed Obligations. 
 SECTION 10.03. No Discharge or
Diminishment of Loan Guaranty. (a) Except as otherwise provided for herein, the obligations of each Loan Guarantor hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any
reason (other than the indefeasible payment in full in cash of the Guaranteed Obligations), including: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration or compromise of any of the Guaranteed Obligations,
by operation of law or otherwise; (ii) any change in the corporate existence, structure or ownership of any Borrower or any other Obligated Party liable for any of the Guaranteed Obligations; (iii) any insolvency, bankruptcy,
reorganization or other similar proceeding affecting any Obligated Party or their assets or any resulting release or discharge of any obligation of any Obligated Party; or (iv) the existence of any claim, setoff or other rights which any Loan
Guarantor may have at any time against any Obligated Party, the Administrative Agent, the Issuing Bank, any Lender or any other person, whether in connection herewith or in any unrelated transactions. 

(b) The obligations of each Loan Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment or termination
whatsoever by reason of the invalidity, illegality or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by any Obligated Party, of the Guaranteed
Obligations or any part thereof. 
 (c) Further, the obligations of any Loan Guarantor hereunder are not discharged or impaired
or otherwise affected by: (i) the failure of the Administrative Agent, the Issuing Bank or any Lender to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations; (ii) any waiver or
modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations; (iii) any release, non-perfection or invalidity of any indirect or direct security for the obligations of any Borrower for all or any part
of the Guaranteed Obligations or any obligations of any other Obligated Party liable for any of the Guaranteed Obligations; (iv) any action or failure to act by the Administrative Agent, the Issuing Bank or any Lender with respect to any
collateral securing any part of the Guaranteed Obligations; or (v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that
might in any manner or to any extent vary the risk of such Loan Guarantor or that would otherwise operate as a discharge of any Loan Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed
Obligations). 

  
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 SECTION 10.04. Defenses Waived. To the fullest extent permitted by applicable
law, each Loan Guarantor hereby waives any defense based on or arising out of any defense of any Borrower or any Loan Guarantor or the unenforceability of all or any part of the Guaranteed Obligations from any cause, or the cessation from any cause
of the liability of any Borrower or any Loan Guarantor, other than the indefeasible payment in full in cash of the Guaranteed Obligations. Without limiting the generality of the foregoing, each Loan Guarantor irrevocably waives acceptance hereof,
presentment, demand, protest and, to the fullest extent permitted by law, any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against any Obligated Party, or any other Person. Each Loan
Guarantor confirms that it is not a surety under any state law and shall not raise any such law as a defense to its obligations hereunder. The Administrative Agent may, at its election, foreclose on any Collateral held by it by one or more judicial
or nonjudicial sales, accept an assignment of any such Collateral in lieu of foreclosure or otherwise act or fail to act with respect to any collateral securing all or a part of the Guaranteed Obligations, compromise or adjust any part of the
Guaranteed Obligations, make any other accommodation with any Obligated Party or exercise any other right or remedy available to it against any Obligated Party, without affecting or impairing in any way the liability of such Loan Guarantor under
this Loan Guaranty except to the extent the Guaranteed Obligations have been fully and indefeasibly paid in cash. To the fullest extent permitted by applicable law, each Loan Guarantor waives any defense arising out of any such election even though
that election may operate, pursuant to applicable law, to impair or extinguish any right of reimbursement or subrogation or other right or remedy of any Loan Guarantor against any Obligated Party or any security. 

SECTION 10.05. Rights of Subrogation. No Loan Guarantor will assert any right, claim or cause of action, including, without
limitation, a claim of subrogation, contribution or indemnification, that it has against any Obligated Party, or any collateral, until the Loan Parties and the Loan Guarantors have fully performed all their obligations to the Administrative Agent,
the Issuing Bank and the Lenders. 
 SECTION 10.06. Reinstatement; Stay of Acceleration. If at any time any payment
of any portion of the Guaranteed Obligations is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, each Loan Guarantor’s obligations under this Loan Guaranty with
respect to that payment shall be reinstated at such time as though the payment had not been made and whether or not the Administrative Agent, the Issuing Bank and the Lenders are in possession of this Loan Guaranty. If acceleration of the time for
payment of any of the Guaranteed Obligations is stayed upon the insolvency, bankruptcy or reorganization of any Borrower, all such amounts otherwise subject to acceleration under the terms of any agreement relating to the Guaranteed Obligations
shall nonetheless be payable by the Loan Guarantors forthwith on demand by the Administrative Agent. 
 SECTION 10.07.
Information. Each Loan Guarantor assumes all responsibility for being and keeping itself informed of the Borrowers’ financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed
Obligations and the nature, scope and extent of the risks that each Loan Guarantor assumes and incurs under this Loan Guaranty, and agrees that neither the Administrative Agent, the Issuing Bank nor any Lender shall have any duty to advise any Loan
Guarantor of information known to it regarding those circumstances or risks. 
 SECTION 10.08. Termination. Each of
the Lenders and the Issuing Bank may continue to make loans or extend credit to the Borrowers based on this Loan Guaranty until five (5) days after it receives written notice of termination from any Loan Guarantor. Notwithstanding receipt of
any such notice, each Loan Guarantor will continue to be liable to the Lenders for any Guaranteed Obligations 

  
 86 









 
created, assumed or committed to prior to the fifth day after receipt of the notice, and all subsequent renewals, extensions, modifications and amendments with respect to, or substitutions for,
all or any part of such Guaranteed Obligations. 
 SECTION 10.09. Taxes. Each payment of the Guaranteed Obligations
will be made by each Loan Guarantor without withholding for any Taxes, unless such withholding is required by law. If any Loan Guarantor determines, in its sole discretion exercised in good faith, that it is so required to withhold Taxes, then such
Loan Guarantor may so withhold and shall timely pay the full amount of withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by such Loan Guarantor shall
be increased as necessary so that, net of such withholding (including such withholding applicable to additional amounts payable under this Section), the Administrative Agent, Lender or Issuing Bank (as the case may be) receives the amount it would
have received had no such withholding been made. 
 SECTION 10.10. Maximum Liability. The provisions of this Loan
Guaranty are severable, and in any action or proceeding involving any state corporate law, or any state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any
Loan Guarantor under this Loan Guaranty would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of such Loan Guarantor’s liability under this Loan Guaranty, then, notwithstanding any other
provision of this Loan Guaranty to the contrary, the amount of such liability shall, without any further action by the Loan Guarantors or the Administrative Agent, the Issuing Bank or any Lender, be automatically limited and reduced to the highest
amount that is valid and enforceable as determined in such action or proceeding (such highest amount determined hereunder being the relevant Loan Guarantor’s “Maximum Liability”). This Section with respect to the Maximum
Liability of each Loan Guarantor is intended solely to preserve the rights of the Administrative Agent, the Issuing Bank and the Lenders to the maximum extent not subject to avoidance under applicable law, and no Loan Guarantor nor any other Person
shall have any right or claim under this Section with respect to such Maximum Liability, except to the extent necessary so that the obligations of any Loan Guarantor hereunder shall not be rendered voidable under applicable law. Each Loan Guarantor
agrees that the Guaranteed Obligations may at any time and from time to time exceed the Maximum Liability of each Loan Guarantor without impairing this Loan Guaranty or affecting the rights and remedies of the Administrative Agent, the Issuing Bank
or the Lenders hereunder; provided that, nothing in this sentence shall be construed to increase any Loan Guarantor’s obligations hereunder beyond its Maximum Liability. 

SECTION 10.11. Contribution. In the event any Loan Guarantor (a “Paying Guarantor”) shall make any payment
or payments under this Loan Guaranty or shall suffer any loss as a result of any realization upon any collateral granted by it to secure its obligations under this Loan Guaranty, each other Loan Guarantor (each a “Non-Paying
Guarantor”) shall contribute to such Paying Guarantor an amount equal to such Non-Paying Guarantor’s “Applicable Percentage” of such payment or payments made, or losses suffered, by such Paying Guarantor. For purposes of this
Article X, each Non-Paying Guarantor’s “Applicable Percentage” with respect to any such payment or loss by a Paying Guarantor shall be determined as of the date on which such payment or loss was made by reference to
the ratio of (i) such Non-Paying Guarantor’s Maximum Liability as of such date (without giving effect to any right to receive, or obligation to make, any contribution hereunder) or, if such Non-Paying Guarantor’s Maximum Liability has
not been determined, the aggregate amount of all monies received by such Non-Paying Guarantor from the Borrowers after the date hereof (whether by loan, capital infusion or by other means) to (ii) the aggregate Maximum Liability of all Loan
Guarantors hereunder (including such Paying Guarantor) as of such date (without giving effect to any right to receive, or obligation to make, any contribution hereunder), or to the extent that a Maximum Liability has not been determined for any Loan
Guarantor, the aggregate amount of all monies received by such Loan Guarantors from the Borrowers 

  
 87 









 
after the date hereof (whether by loan, capital infusion or by other means). Nothing in this provision shall affect any Loan Guarantor’s several liability for the entire amount of the
Guaranteed Obligations (up to such Loan Guarantor’s Maximum Liability). Each of the Loan Guarantors covenants and agrees that its right to receive any contribution under this Loan Guaranty from a Non-Paying Guarantor shall be subordinate and
junior in right of payment to the payment in full in cash of the Guaranteed Obligations. This provision is for the benefit of all of the Administrative Agent, the Issuing Bank, the Lenders and the Loan Guarantors and may be enforced by any one, or
more, or all of them in accordance with the terms hereof. 
 SECTION 10.12. Liability Cumulative. The liability of
each Loan Party as a Loan Guarantor under this Article X is in addition to and shall be cumulative with all liabilities of each Loan Party to the Administrative Agent, the Issuing Bank and the Lenders under this Agreement and the other
Loan Documents to which such Loan Party is a party or in respect of any obligations or liabilities of the other Loan Parties, without any limitation as to amount, unless the instrument or agreement evidencing or creating such other liability
specifically provides to the contrary. 
 ARTICLE XI 

THE BORROWER REPRESENTATIVE 
 SECTION 11.01. Appointment; Nature of Relationship. Holdings is hereby appointed by each of the Borrowers as its contractual representative (herein referred to as the “Borrower
Representative” hereunder and under each other Loan Document, and each of the Borrowers irrevocably authorizes the Borrower Representative to act as the contractual representative of such Borrower with the rights and duties expressly set
forth herein and in the other Loan Documents. The Borrower Representative agrees to act as such contractual representative upon the express conditions contained in this Article XI. The Administrative Agent and the Lenders, and their
respective officers, directors, agents or employees, shall not be liable to the Borrower Representative or any Borrower for any action taken or omitted to be taken by the Borrower Representative or the Borrowers pursuant to this
Section 11.01. 
 SECTION 11.02. Powers. The Borrower Representative shall have and may exercise such
powers under the Loan Documents as are specifically delegated to the Borrower Representative by the terms of each thereof, together with such powers as are reasonably incidental thereto. The Borrower Representative shall have no implied duties to
the Borrowers, or any obligation to the Lenders to take any action thereunder except any action specifically provided by the Loan Documents to be taken by the Borrower Representative. 

SECTION 11.03. Employment of Agents. The Borrower Representative may execute any of its duties as the Borrower Representative
hereunder and under any other Loan Document by or through authorized officers. 
 SECTION 11.04. Notices. Each
Borrower shall immediately notify the Borrower Representative of the occurrence of any Default hereunder describing such Default and stating that such notice is a “notice of default”. In the event that the Borrower Representative receives
such a notice, the Borrower Representative shall give prompt notice thereof to the Administrative Agent and the Lenders. Any notice provided to the Borrower Representative hereunder shall constitute notice to each Borrower on the date received by
the Borrower Representative. 
 SECTION 11.05. Successor Borrower Representative. Upon the prior written consent of
the Administrative Agent, the Borrower Representative may resign at any time, such resignation to be effective upon the appointment of a successor Borrower Representative. The Administrative Agent shall give prompt written notice of such resignation
to the Lenders. 

  
 88 









 SECTION 11.06. Execution of Loan Documents. The Borrowers hereby empower and
authorize the Borrower Representative, on behalf of the Borrowers, to execute and deliver to the Administrative Agent and the Lenders the Loan Documents and all related agreements, certificates, documents, or instruments as shall be necessary or
appropriate to effect the purposes of the Loan Documents, including, without limitation, the Compliance Certificates. Each Borrower agrees that any action taken by the Borrower Representative or the Borrowers in accordance with the terms of this
Agreement or the other Loan Documents, and the exercise by the Borrower Representative of its powers set forth therein or herein, together with such other powers that are reasonably incidental thereto, shall be binding upon all of the Borrowers.

 [Signature Page Follows] 

  
 89 









 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by
their respective authorized officers as of the day and year first above written. 
  

			
	BORROWERS:
	
	 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

		
	By:	 	 /s/ Kenneth Clark

	Name:	 	Kenneth Clark
	Title:	 	Chief Financial Officer
	
	OTHER LOAN PARTIES:
	
	THE CHEFS’ WAREHOUSE, INC.
	CHEFS’ WAREHOUSE PARENT, LLC
		
	By:	 	 /s/ Kenneth Clark

	Name:	 	Kenneth Clark
	Title:	 	Chief Financial Officer


 Signature Page to Credit Agreement 

The Chefs’ Warehouse, Inc., et al 







 
			
	JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent, Issuing Bank, Lender and Swingline Lender
		
	By:	 	 /s/ Patricia T. Stone

		 	Name: Patricia T. Stone
		 	Title: Authorize Officer



  
 Signature Page
to Credit Agreement 
 The Chefs’ Warehouse, Inc., et al 








 
			
	GE CAPITAL FINANCIAL INC., as Lender
		
	By:	 	 /s/ Jeffrey Thomas

		 	Name: Jeffrey Thomas
		 	Title: Duly Authorized Signatory



  
 Signature Page
to Credit Agreement 
 The Chefs’ Warehouse, Inc., et al 








 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Lender
		
	By:	 	 /s/ Thomas Pizzo

		 	Name: Thomas Pizzo
		 	Title: Senior Vice President



  
 Signature Page
to Credit Agreement 
 The Chefs’ Warehouse, Inc., et al 








 
			
	BMO HARRIS FINANCING, INC., as Lender
		
	By:	 	 /s/ Philip Langheim

		 	Name: Philip Langheim
		 	Title: Managing Director



  
 Signature Page
to Credit Agreement 
 The Chefs’ Warehouse, Inc., et al 








 
			
	BRANCH BANKING AND TRUST COMPANY, as Lender
		
	By:	 	 /s/ Kenneth M. Blackwell

		 	Name: Kenneth M. Blackwell
		 	Title: Senior Vice President



  
 Signature Page
to Credit Agreement 
 The Chefs’ Warehouse, Inc., et al 








 COMMITMENT SCHEDULE 

 

													
	 Lender
	 	Revolving
Commitment	 	 	Term Loan
Commitment	 	 	Aggregate
Commitment	 
	 JPMorgan Chase Bank, N.A.
	 	 	[*CONFIDENTIAL*]	  	 	 	[*CONFIDENTIAL*]	  	 	 	[*CONFIDENTIAL*]	  
	 GE Capital Financial Inc.
	 	 	[*CONFIDENTIAL*]	  	 	 	[*CONFIDENTIAL*]	  	 	 	[*CONFIDENTIAL*]	  
	 Wells Fargo Bank, National Association
	 	 	[*CONFIDENTIAL*]	  	 	 	[*CONFIDENTIAL*]	  	 	 	[*CONFIDENTIAL*]	  
	 BMO Harris Financing, Inc.
	 	 	[*CONFIDENTIAL*]	  	 	 	[*CONFIDENTIAL*]	  	 	 	[*CONFIDENTIAL*]	  
	 Branch Banking and Trust Company
	 	 	[*CONFIDENTIAL*]	  	 	 	[*CONFIDENTIAL*]	  	 	 	[*CONFIDENTIAL*]	  
		 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
				
	 Total
	 	$	100,000,000	  	 	$	40,000,000	  	 	$	140,000,000	  
		 	  
	  
	 	 	  
	  
	 	 	  
	  
	 








 Schedule 2.06 
 Existing Letters of Credit 
  

											
	 Applicant
	  	 Letter of Credit Number
	  	Expiry	  	Amount	 	  	 Beneficiary

	 Bel Canto Foods, LLC
	  	CTCS-764-535	  	August 2, 2015	  	$	120,000	  	  	Avalon Risk Management, Inc.








 Schedule 3.05 
 Properties 
  

					
	 Loan Party
	  	 Location
	  	 Leased/Owned

			
	Dairyland USA Corporation	  	 1300 Viele Avenue and 1301

Ryawa Avenue, Bronx, New York 10474
	  	Leased Property
			
	Dairyland USA Corporation	  	1320-40 Viele Avenue, Bronx, New York 10474 (license agreement)	  	Leased Property
			
	Dairyland USA Corporation	  	7477 Candlewood Road, Hanover, Maryland 21077	  	Leased Property
			
	Dairyland USA Corporation	  	240 Food Center Drive, Bronx, New York 10474 (identified as Block 2770, part of Lot 1)	  	Leased Property
			
	Dairyland USA Corporation	  	90 East Ridge, Ridgefield, Connecticut 06877	  	Leased Property
			
	Dairyland USA Corporation	  	700 Plaza Drive, Secaucus, New Jersey, 07094	  	Leased Property
			
	The Chefs’ Warehouse West Coast, LLC	  	3595 East Patrick Lane, Suites 400 and 500, Las Vegas, NV 89120 (Assignment and Assumption Agreement)	  	Leased Property
			
	The Chefs’ Warehouse West Coast, LLC	  	16633 E. Gale Avenue, City of Industry, CA 91748	  	Leased Property
			
	The Chefs’ Warehouse West Coast, LLC	  	31177 Wiegman Road, Hayward, CA 94544	  	Leased Property
			
	The Chefs’ Warehouse West Coast, LLC	  	3305 and 3313 NW Guam Street, Portland, Oregon 97210	  	Leased Property
			
	The Chefs’ Warehouse of Florida, LLC	  	2600 SW 32nd Avenue, Pembroke Park, Florida 33023	  	Leased Property
			
	Bel Canto Foods, LLC	  	1300 Viele Avenue and 1301 Ryawa Avenue, Bronx, New York 10474	  	Leased Property
			
	Bel Canto Foods, LLC	  	240 Food Center Drive, Bronx, New York 10474 (identified as Block 2770, part of Lot 1)	  	Leased Property
			
	Bel Canto Foods, LLC	  	700 Plaza Drive, Secaucus, New Jersey, 07094	  	Leased Property
			
	The Chefs’ Warehouse Mid-Atlantic, LLC	  	7477 Candlewood Road, Hanover, Maryland 21076	  	Leased Property








 Patents and Patent Applications 
 None 
 Copyright Applications and Registrations 

None 
 Trademark Applications and
Registrations 
  

									
	 MARK
	 	 REG. NO./APP NO.
	 	 REG./ FILING DATE
	 	 COUNTRY
	 	 OWNER

					
	 BELARIA
	 	1,508,403	 	October 11, 1988	 	United States	 	The Chefs’ Warehouse, Inc.
					
	 PIER FRANCO
	 	2,016,132	 	November 12, 1996	 	United States	 	The Chefs’ Warehouse, Inc.
					
	 ST. LUC
	 	3,491,990	 	August 26, 2008	 	United States	 	The Chefs’ Warehouse, Inc.
					
	 ST. LUC (stylized)
	 	2,438,333	 	March 27, 2001	 	United States	 	The Chefs’ Warehouse, Inc.
					
	 GRAND RESERVE & Design
	 	1,407,847	 	September 2, 1986	 	United States	 	The Chefs’ Warehouse
					
	 PATISSE
	 	3,541,721	 	December 2, 2008	 	United States	 	The Chefs’ Warehouse
					
	 PATISSE FINE PASTRY INGREDIENTS & Design
	 	3,697,104	 	October 13, 2009	 	United States	 	The Chefs’ Warehouse
					
	 THE CHEFS’ WAREHOUSE
	 	3,539,456	 	December 2, 2008	 	United States	 	The Chefs’ Warehouse
					
	 ZOCOCAO & Design
	 	3,206,633	 	February 6, 2007	 	United States	 	The Chefs’ Warehouse
					
	 ZOCOCAO
	 	3,002,843	 	September 27, 2005	 	United States	 	The Chefs’ Warehouse
					
	 SPOLETO
	 	2,452,543	 	May 22, 2001	 	United States	 	The Chefs’ Warehouse
					
	 ARGONAUT
	 	3,431,682	 	May 20, 2008	 	United States	 	The Chefs’ Warehouse, Inc.
					
	 PROVVISTA
	 	2,984,712	 	August 16, 2005	 	United States	 	The Chefs’ Warehouse, Inc.
					
	 PROVVISTA
	 	2,980,621	 	August 2, 2005	 	United States	 	The Chefs’ Warehouse, Inc.


  
 - 2 -










									
	 PROVVISTA
	 	2,545,651	 	March 12, 2002	 	United States	 	The Chefs’ Warehouse, Inc.
	 PROVVISTA
	 	2,525, 630	 	January 1, 2002	 	United States	 	The Chefs’ Warehouse, Inc.
	 PROVVISTA
	 	2,319,436	 	February 15, 2000	 	United States	 	The Chefs’ Warehouse, Inc.
	 PROVVISTA
	 	2,343,089	 	April 18, 2000	 	United States	 	The Chefs’ Warehouse, Inc.
	 PROVVISTA
	 	2,302,301	 	December 21, 999	 	United States	 	The Chefs’ Warehouse, Inc.
	 Sunflower Design
	 	2,304,369	 	December 28, 1999	 	United States	 	The Chefs’ Warehouse, Inc.
	 Sunflower Design
	 	2,518,025	 	December 11, 2001	 	United States	 	The Chefs’ Warehouse, Inc.
	 Sunflower Design
	 	3,000,019	 	September 27, 2005	 	United States	 	The Chefs’ Warehouse, Inc.
	 Sunflower Design
	 	2,309,409	 	October 26,1999	 	United States	 	The Chefs’ Warehouse, Inc.
	 Sunflower Design
	 	2,520,685	 	December 18, 2001	 	United States	 	The Chefs’ Warehouse, Inc.
	 Sunflower Design
	 	2,980,620	 	August 2, 2005	 	United States	 	The Chefs’ Warehouse, Inc.
	 Sunflower Design
	 	2,306,288	 	January 4, 2000	 	United States	 	The Chefs’ Warehouse, Inc.
	 THE RIGHT SCALLOPS
	 	3,621,367	 	May 19, 2009	 	United States	 	The Chefs’ Warehouse, Inc.
	 THE RIGHT SHRIMP
	 	3,621,359	 	May 19, 2009	 	United States	 	The Chefs’ Warehouse, Inc.
	 THE RIGHT SQUID
	 	3,621,372	 	May 19, 2009	 	United States	 	The Chefs’ Warehouse, Inc.
	 CW
	 	85376018	 	July 20, 2011	 	United States	 	The Chefs’ Warehouse
	 CW & Design
	 	85375998	 	July 20, 2011	 	United States	 	The Chefs’ Warehouse
	 CWI
	 	85376083	 	July 20, 2011	 	United States	 	The Chefs’ Warehouse, Inc.
	 SIMPLE AUTHENTIC FOOD
	 		 		 		 	


  
 - 3 -









 Schedule 3.06 
 Litigation and Environmental Matters 
 We currently have exposure to pending
reimbursement claims brought by the New York State Workers’ Compensation Board against former employer members of self-insured workers’ compensation trusts. We were members in two of the trusts at issue and are working with the New York
State Workers’ Compensation Board to resolve this matter. We currently estimate exposure at approximately $500,000. 







 Schedule 3.12 
 Material Contracts 
  

	•	 	 Dairyland USA Corporation 401(k)/Profit Sharing Plan and Trust, Plan No. 001, effective June 1, 1993, as amended. Dairyland has an option to
match contributions, but does not currently do so. 



  
 - 5 -









 Schedule 3.14 
 Insurance 
 See Attached 

  
 - 6 -










14CHEFSWAREH                  
       

															
	



 EVIDENCE OF COMMERCIAL PROPERTY INSURANCE	 	 DATE (MM/DD/YYYY)

 
 04/24/2012

	THIS EVIDENCE OF COMMERCIAL PROPERTY INSURANCE IS ISSUED AS A MATTER OF INFORMATION ONLY AND
CONFERS NO RIGHTS UPON THE ADDITIONAL INTEREST NAMED BELOW. THIS EVIDENCE OF COMMERCIAL PROPERTY INSURANCE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
	PRODUCER NAME, CONTACT	 	PHONE	 	COMPANY NAME AND ADDRESS	 	NAIC NO:    
[*CONFIDENTIAL*]
	PERSON AND ADDRESS	 	(A/C. No. Ext): 770 476-1770	 	[*CONFIDENTIAL*]	 	 
	 J. Smith Lanier &
Co.-Atlanta
 11330 Lakefield Drive

Bldg 1, Suite 100
 Duluth, GA 30097

 
	 	 	 		 		 		 		 	 
	
FAX
 (A/C. No):
7704763651
	 	 E-MAIL
 ADDRESS:
	 	 	 	IF MULTIPLE COMPANIES, COMPLETE SEPARATE FORM FOR
EACH
	CODE:	 	 	 	SUB CODE:            	 	POLICY TYPE	 		 		 		 	 
	
AGENCY
 CUSTOMER ID #:
100724
	 	Property	 	 	 	 	 	 	 	 
	 NAMED INSURED AND
ADDRESS
     The Chefs’ Warehouse, Inc.

    and subsidiaries (see list of named insureds)
	 	LOAN NUMBER	 	 POLICY NUMBER

 
   [*CONFIDENTIAL*]

	     100 East Ridge Road

    Ridgefield, CT 06877
	 	
EFFECTIVE DATE      
  

    05/01/2011
	 	
EXPIRATION DATE      
  

    05/01/2012
	 	 ̈	 	 CONTINUED UNTIL

TERMINATED IF CHECKED

	ADDITIONAL NAMED INSURED(S)	 	 	 	THIS REPLACES PRIOR EVIDENCE DATED:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

 PROPERTY INFORMATION (Use REMARKS on Page 2, if more space is required)    x  BUILDING OR    x  BUSINESS PERSONAL PROPERTY 

 

																			
	
LOCATION/DESCRIPTION
  
 All locations
  
	 	 
	THE POLICIES OF INSURANCE
LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS EVIDENCE OF PROPERTY INSURANCE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
	COVERAGE INFORMATION        PERILS INSURED 	 	 	 	BASIC	 	 	 	BROAD    	 	X 	 	SPECIAL        	 	 	 	


					
	  

COMMERCIAL PROPERTY COVERAGE AMOUNT OF INSURANCE:    $ [*CONFIDENTIAL*]
	 	 Loss Limit
	 	DED: [*CONFIDENTIAL*]


																	
	 	 	 	 	YES 	 	NO 	 	N/A 	 	 	 	 	 	 	 	 
	x  BUSINESS 
INCOME	 	 ̈  RENTAL VALUE	 	X	 	 	 	 	 	 If YES, LIMIT: Included
	 	 	 	Actual Loss Sustained; # of months  
4
	BLANKET COVERAGE	 	X	 	 	 	 	 	If YES, indicate value(s) reported on property identified above:
$
	TERRORISM COVERAGE	 	 	 	X	 	 	 	Attach Disclosure Notice / DEC
	      IS THERE A
TERRORISM-SPECIFIC EXCLUSION?	 	X	 	 	 	 	 	 	 	 	 	 	 	 
	      IS DOMESTIC
TERRORISM EXCLUDED?	 	X	 	 	 	 	 	 	 	 	 	 	 	 
	LIMITED FUNGUS COVERAGE	 	 	 	X	 	 	 	If YES, LIMIT:	 	 	 	 	 	 DED:

	FUNGUS EXCLUSION (IF “YES”, specify
organization’s form used)	 	X	 	 	 	 	 	 	 	 	 	 	 	 
	REPLACEMENT COST	 	X	 	 	 	 	 	 	 	 	 	 	 	 
	AGREED VALUE	 	 	 	X	 	 	 	 	 	 	 	 	 	 	 	 
	COINSURANCE	 	 	 	 	 	X	 	 	 	If Yes,	 	     %
	 	 	 	 
	EQUIPMENT BREAKDOWN (If Applicable)	 	 	 	X	 	 	 	If YES, LIMIT:	 	 	 	 	 	 DED:

	ORDINANCE OR LAW	 	- Coverage for loss to undamaged portion of bldg  	 	X	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	- Demolition Costs	 	X	 	 	 	 	 	If YES, LIMIT:	 	[*CONFIDENTIAL*]	 	 	 	
DED:  [*CONFIDENTIAL*]

	 	 	- Incr. Cost of Construction	 	X	 	 	 	 	 	If YES, LIMIT:	 	[*CONFIDENTIAL*]	 	 	 	
DED:  [*CONFIDENTIAL*]

	EARTH MOVEMENT (If Applicable)	 	X	 	 	 	 	 	If YES, LIMIT:	 	[*CONFIDENTIAL*]	 	 	 	
DED:  [*CONFIDENTIAL*]

	FLOOD (If Applicable)	 	X	 	 	 	 	 	If YES, LIMIT:	 	[*CONFIDENTIAL*]	 	 	 	
DED:  [*CONFIDENTIAL*]

	WIND/HAIL (If Subject to Different
Provisions)	 	X	 	 	 	 	 	If YES, LIMIT:	 	 	 	 	 	
DED:  [*CONFIDENTIAL*]

	
PERMISSION TO WAIVE SUBROGATION IN FAVOR OF MORTGAGE  
  

HOLDER PRIOR TO LOSS
	 	 	 	X	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

 CANCELLATION 
  

	
	SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING
INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE ADDITIONAL INTEREST NAMED BELOW, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
REPRESENTATIVES.

 ADDITIONAL INTEREST 
  

									
	
X  
	 	
MORTGAGEE                       
      
	 	 	 	 CONTRACT OF
SALE                    
	  	LENDER SERVICING AGENT NAME AND ADDRESS
	 X  
	 	 LENDERS LOSS PAYABLE
	 	 	 	 	  	 
	NAME AND ADDRESS	  	 
	 	 	  
 JPMorgan Chase Bank, N.A.
 as Administrative Agent

106 Corporate Park Drive
	  	 
	 	 	 White Plains, NY 10604-3806
	  	
AUTHORIZED REPRESENTATIVE
 







  

							
	ACORD 28 (2006/07)	  	S 13624	  	    Page 1 of 2	  	© ACORD CORPORATION 2003-2006. All rights reserved.
	  

            The ACORD name and logo are registered marks of
ACORD                    TXA










 EVIDENCE OF COMMERCIAL PROPERTY INSURANCE REMARKS - Including Special Conditions (Use only if more space
is required) 
  

	
	  
 JPMorgan Chase Bank, N.A. as administrative agent is included as
lender loss payee with respect to commercial property insurance as its interests may appear, and as required by written contract subject to the terms and conditions of the policy.



  
  

					
	ACORD 28 (2006/07) 2 of 2	  	S 13624	  	TXA









 The Chefs’ Warehouse, Inc. 
 List of Named Insureds 
 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 
 The Chefs’ Warehouse, Inc. 

Chefs’ Warehouse Parent, LLC 







 [*CONFIDENTIAL*] 
 [*CONFIDENTIAL*] 
 [*CONFIDENTIAL*] 
 POLICY NUMBER [*CONFIDENTIAL*] 
  

			
	Named Insured     .	  	Sequential Endorsement Number 012

 THE CHEFS’ WAREHOUSE, INC. 
 (SEE ENDORSEMENT 006) 
 CHANGE ENDORSEMENT 

Effective 04/24/2012,12:01 A.M., 
 Standard Time
at your mailing address shown above. 
 This is an Endorsement only. Other than-changes shown, all other pre-existing coverage remains in full
force and effect. Premium adjustments are shown. 
  

			
	PREMIUM SUMMARY:	  	 ADDITIONAL PREMIUM DUE NOW: $ 0
 BASED ON ANNUAL PREMIUM: $ Not Applicable


 Named Insureds: 
 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 
 The Chefs’ Warehouse, Inc. 
 Chefs’ Warehouse Parent, LLC 
 Lender Loss Payee: 

Property Insurance: JPMorgan Chase Bank, N.A., as Administrative 
 Agent, is included as lender loss payee, as its interests may appear. 
 JPMorgan
Chase Bank, N.A. 
 106 Corporate Park Drive 
 White Plains, NY 10604-3806 
  

			
	Countersignature of Authorized Agent:	 	 







  

			
	IM 8005 01 10	  	Page 1 of 2
	© 2010,
[ *CONFIDENTIAL*] All rights reserved.










									
		 	Producer:	  	PEACHTREE SPECIAL RISK BROKER	  	Date 04/24/2012	  	
		 		  	 3525 PIEDMONT RD, BLD5 STE 415
 ATLANTA, GA 30305
	  		  	

  

			
	IM 8005 01 10	  	Page 2 of 2
	© 2010,
[*CONFIDENTIAL*] All rights reserved.








 14CHEFSWAREH 

															
	



 EVIDENCE OF COMMERCIAL PROPERTY INSURANCE	 	
DATE (MM/DD/YYYY)
  
 04/24/2012

	THIS EVIDENCE OF
COMMERCIAL PROPERTY INSURANCE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE ADDITIONAL INTEREST NAMED BELOW. THIS EVIDENCE OF COMMERCIAL PROPERTY INSURANCE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE
POLICIES BELOW.
	PRODUCER NAME, CONTACT	 	PHONE	 	COMPANY NAME AND ADDRESS	 	NAIC NO:    
[*CONFIDENTIAL*]
	PERSON AND ADDRESS	 	(A/C. No. Ext): 770 476-1770	 	[*CONFIDENTIAL*]	 		 		 	 
	 J. Smith Lanier &
Co.-Atlanta
 11330 Lakefield Drive

Bldg 1, Suite 100
 Duluth, GA 30097

 
	 	 	 		 		 		 		 	 
	
FAX
 (A/C. No.):
7704763651
	 	 E-MAIL
 ADDRESS:
	 	 	 	IF MULTIPLE COMPANIES, COMPLETE SEPARATE FORM FOR
EACH
	CODE:	 	 	 	SUB CODE:            	 	POLICY TYPE	 		 		 		 	 
	
AGENCY
 CUSTOMER ID #:
100724
	 	Boiler & Machinery	 	 	 	 	 	 
	 NAMED INSURED AND ADDRESS

The Chefs’ Warehouse, Inc.
 and subsidiaries (see attached list of locations)
	 	LOAN NUMBER	 	 POLICY NUMBER

 
 [*CONFIDENTIAL*]

	 100 East Ridge
Road
 Ridgefield, CT 06877
	 	
EFFECTIVE DATE      
  

    05/01/2011
	 	
EXPIRATION DATE      
  

    05/01/2012
	 	 ̈	 	 CONTINUED UNTIL

TERMINATED IF CHECKED

	ADDITIONAL NAMED INSURED(S)	 		 	THIS REPLACES PRIOR EVIDENCE DATED:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

 PROPERTY INFORMATION (Use REMARKS on Page 2, if more space is required)     ̈  BUILDING OR     ̈  BUSINESS PERSONAL PROPERTY 

 

																			
	
LOCATION/DESCRIPTION
  
 See attached list of locations
  
	 	 
	THE POLICIES OF INSURANCE
LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS EVIDENCE OF PROPERTY INSURANCE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
	COVERAGE INFORMATION        PERILS
INSURED	 	 	 	BASIC	 	 	 	BROAD	 	X	 	SPECIAL	 	 	 	 


					
	  
 COMMERCIAL PROPERTY COVERAGE AMOUNT OF INSURANCE:    $ [*CONFIDENTIAL*]
	 	Boiler & Machinery	 	DED: [*CONFIDENTIAL*]


																	
	 	 	 	 	YES 	 	NO 	 	N/A 	 	 	 	 	 	 	 	 
	x  BUSINESS 
INCOME	 	 ̈  RENTAL VALUE	 	X	 	 	 	 	 	If YES, LIMIT: Included	 	 	 	Actual Loss Sustained; # of months
	BLANKET COVERAGE	 	 	 	 	 	 	 	If YES, indicate value(s) reported on property identified above:
$
	TERRORISM COVERAGE	 	 	 	 	 	 	 	Attach Disclosure Notice / DEC
	      IS THERE A TERRORISM-SPECIFIC
EXCLUSION?	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	      IS DOMESTIC TERRORISM EXCLUDED?	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LIMITED FUNGUS COVERAGE	 	 	 	 	 	 	 	If YES, LIMIT:	 	 	 	 	 	 DED:

	FUNGUS EXCLUSION (“IF YES”, specify organization’s form
used)	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	REPLACEMENT COST	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	AGREED VALUE	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COINSURANCE	 	 	 	 	 	 	 	 	 	If Yes,	 	     %
	 	 	 	 
	EQUIPMENT BREAKDOWN (If Applicable)	 	 	 	 	 	 	 	If YES, LIMIT:	 	 	 	 	 	 DED:

	ORDINANCE OR LAW	 	- Coverage for loss to undamaged portion of bldg	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	- Demolition Costs	 	 	 	 	 	 	 	If YES, LIMIT:	 	 	 	 	 	 DED:

	 	 	- Incr. Cost of Construction	 	 	 	 	 	 	 	If YES, LIMIT:	 	 	 	 	 	 DED:

	EARTH MOVEMENT (If Applicable)	 	 	 	 	 	 	 	If YES, LIMIT:	 	 	 	 	 	 DED:

	FLOOD (If Applicable)	 	 	 	 	 	 	 	If YES, LIMIT:	 	 	 	 	 	 DED:

	WIND/HAIL (If Subject to Different Provisions)	 	 	 	 	 	 	 	If YES, LIMIT:	 	 	 	 	 	 DED:

	 PERMISSION TO WAIVE SUBROGATION IN
FAVOR OF MORTGAGE
  
 HOLDER PRIOR TO LOSS
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

 CANCELLATION 

	
	SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING
INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE ADDITIONAL INTEREST NAMED BELOW, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
REPRESENTATIVES.

 ADDITIONAL INTEREST 
  

									
	 X 
	 	 MORTGAGEE
	 	 	 	 CONTRACT OF SALE
	  	LENDER SERVICING AGENT NAME AND ADDRESS
	
X 
	 	 LENDERS LOSS PAYABLE
	 	 X
	 	 Mtg/LP/Add’l Ins
	  	 
	NAME AND ADDRESS	 		  	 
	 	 	  
 JPMorgan Chase Bank,
N.A.
 as Administrative Agent
 106 Corporate Park Drive
	  	 
	 	 	 White Plains, NY 10604-3806
	  	
AUTHORIZED REPRESENTATIVE
 







  

							
	ACORD 28 (2006/07)	  	S 13625	  	Page 1 of 2	  	© ACORD CORPORATION
2003-2006. All rights reserved.
	            The ACORD name and logo are registered marks of
ACORD                    TXA









 EVIDENCE OF COMMERCIAL PROPERTY INSURANCE REMARKS - Including Special Conditions (Use only if more space
is required) 
  

	
	  
 Spoilage: [*CONFIDENTIAL*]

Expediting Expense: [*CONFIDENTIAL*].
 Ammonia
Contamination: [*CONFIDENTIAL*]
 Water Damage [*CONFIDENTIAL*]
 Hazardous Substance [*CONFIDENTIAL*]
 Consequential Loss [*CONFIDENTIAL*]

JPMorgan Chase Bank N.A. as Administrative Agent, is included as Lender Loss Payee with respect to commercial property, as its interests may appear and as
required by written contract, subject to the terms and conditions of the policy.



  

					
	ACORD 28 (2006/07) 2 of 2	  	S 13625	  	TXA










					
		 	Schedule of Locations	  	Print Date: 04/24/12

  

							
	Client Name and Address	  	Company	  	Agency Name and Address
	  
   The Chefs’ Warehouse, Inc.

  100 East Ridge Road

  Ridgefield, CT 06877
	  	  
 Marketing
Application
  
 Policy Number

 
 APPLICATION

 
	  	  
   J. Smith Lanier & Co.-Atlanta

  11330 Lakefield Drive

  Bldg 1, Suite 100

  Duluth, GA 30097

		  	 Effective Date

05/01/12
	  	 Expiration Date

05/01/13
	  	
		  		  		  	

  

															
	 Loc. #
	  	 Location Address
	  	Tax
Code	  	County
Code	  	Bldg.
#	 	  	 Building Description
	  	Date On
	1	  	 100 East Ridge Road;

Ridgefield, CT 06877
	  		  		  	 	1	  	  	Corporate office	  	05/01/12
							
	2	  	 1300 Viele Avenue
 Bronx, NY
10474
	  		  		  	 	1	  	  	Distribution Center	  	05/01/12
							
	3	  	 240 Food Center Drive
 Bronx,
NY 10474
	  		  		  	 	1	  	  	Distribution Center	  	05/01/12
							
	4	  	 7477 Candlewood Rd
 Hanover, MD
21076
	  		  		  	 	1	  	  	Distribution Center	  	05/01/12
							
	5	  	 Preferred Freezer; 536 Fayette St
 Perth Amboy, NJ 08861
	  		  		  	 	1	  	  	Cold storage warehouse	  	05/01/12
							
	6	  	 16633 E Gale Avenue
 Los
Angeles, CA 90040
	  		  		  	 	1	  	  	Distribution Center	  	05/01/12
							
	7	  	 31177 Wiegman Rd
 Hayward, CA
94544
	  		  		  	 	1	  	  	Distribution Center	  	05/01/12
							
	8	  	 3595 E Patrick Lane
 Las Vegas,
NV 89120
	  		  		  	 	1	  	  	Distribution Center	  	05/01/12
							
	9	  	 3535 NW 60th St
 Miami, FL
33142
	  		  		  	 	1	  	  	Warehouse	  	05/01/12
							
	10	  	 2600 SW 32nd Ave
 Hollywood, FL
33023
	  		  		  	 	1	  	  	Warehouse	  	05/01/12
							
	11	  	 700 Plaza Drive
 Secaucus, NJ
07094
	  		  		  	 	1	  	  	office	  	05/01/12
							
	12	  	 3305 NW Guam St
 Portland, OR
97210
	  		  		  	 	1	  	  	Office/warehouse	  	05/01/12
	CISGEM C102 (8/88) Page: 1	  		  		  				  		  	








 Schedule of Locations 

 

													
	 Loc. #
	  	 Location Address
	  	Tax
code	  	County
Code	  	Bldg.
#	  	 Building Description
	  	Date On
		  		  		  		  		  		  	
	 CISGEM C102.2 (8/88) Page: 2
	  		  		  		  		  		  	








  

									
		  	POLICY NUMBER	  	 INSURED NAME AND ADDRESS

		  	[*CONFIDENTIAL*]	  	 THE CHEFS’ WAREHOUSE, INC.

		  		  	 100 EAST RIDGE ROAD

			
		  		  	 RIDGEFIELD, CT 06877

		  	  
 POLICY CHANGES

Blank Text Equipment Breakdown
  

This Change Endorsement changes the Policy. Please read it carefully. This Change Endorsement is a part of your Policy and takes
effect on the effective date of your Policy, unless another effective date is shown.
  
 Named Insureds:
  
 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
 The
Chefs’ Warehouse, Inc.
 Chefs’ Warehouse Parent, LLC
  

Lender Loss Payee:
  
 Boiler & Machinery: JPMorgan Chase Bank, N.A., as Administrative
 Agent, is included as
lender loss payee, as its interests may appear.
  
 JPMorgan Chase Bank,
N.A.
 106 Corporate Park Drive
 White
Plains, NY 10604-3806
  

		
	 




	  	
		  	



	  		  	




		  	 Chairman of the Board
	  		  	Secretary
				
		  	G-56015-B (ED. 11/91)	  		  	









							
	



	  	CERTIFICATE OF LIABILITY INSURANCE	  	 76528    

 
  
	  	
DATE (MM/DD/YYYY)
  

04/24/2012

	THIS CERTIFICATE IS ISSUED
AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT
CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
	IMPORTANT: If the
certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer
rights to the certificate holder in lieu of such endorsements).


									
	
PRODUCER
 Commercial Lines - (973)
437-2300
 Wells Fargo Insurance Services USA, Inc.
 7 Giralda Farms, 2nd Floor
 Madison, NJ 07940-1027
	 	CONTACT NAME:	 	Christopher Longo	 	 	 	 
	 	PHONE (A/C. No. Ext):	 	973-437-2356	 	FAX (A/C. No): 866-907-1395
	 	E-MAIL ADDRESS:	 	chris.longo@wellsfargo.com	 	 	 	 
	 	INSURER(S) AFFORDING COVERAGE	 	NAIC #
	 	INSURER A:	 	[*CONFIDENTIAL*]	 	 	 	[*CONFIDENTIAL*]
	
INSURED
 The Chefs’ Warehouse,
Inc.
 and subsidiaries
 100 East Ridge
Road
 Ridgefield, CT 06877
	 	INSURER B:	 	[*CONFIDENTIAL*]	 	 	 	[*CONFIDENTIAL*]
	 	INSURER C:	 	[*CONFIDENTIAL*]	 	 	 	[*CONFIDENTIAL*]
	 	INSURER D:	 	[*CONFIDENTIAL*]	 	 	 	[*CONFIDENTIAL*]
	 	INSURER E:	 	 	 	 	 	 
	 	INSURER F:	 	 	 	 	 	 


					
	COVERAGES	  	CERTIFICATE NUMBER:	  	REVISION NUMBER: See Below


																													
	THIS
 IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
	 INSR 
 LTR 
	 	TYPE OF INSURANCE	 	 ADDL

INSR
	 	 SUBR

WVD
	 	 POLICY

NUMBER
	 	  	 	
POLICY  
 EFF  
(MM/DD/  

YYYY)  
	 	 POLICY

EXP
(MM/DD/
 YYYY)
	 	
LIMITS

	A 	 	GENERAL LIABILITY	 	X	 	 	 	 [*CONFI-
 DENTIAL*]
	 		 	05/01/2011  	 	08/01/2012	 	EACH OCCURRENCE	 	 $ [*CONFI-

   DENTIAL*]

	 	 	 x  COMMERCIAL GENERAL LIABILITY
	 	 	 	 	 	 	 		 	 	 	 	 	DAMAGE TO RENTED PREMISES (Ea occurrence)	 	 $ [*CONFI-

   DENTIAL*]

	 	 	 ̈  ̈ CLAIMS MADE    x OCCUR	 	 	 	 	 	 	 		 	 	 	 	 	MED EXP (Any one person)	 	 $ [*CONFI-

   DENTIAL*]

	 	 	 ̈                   
                                         
             	 		 	 	 	 	 	 	 		 	 	 	 	 	PERSONAL & ADV INJURY	 	 $ [*CONFI-

   DENTIAL*]

	 	 	 ̈                   
                                         
             	 		 	 	 	 	 	 	 		 	 	 	 	 	GENERAL AGGREGATE	 	 $ [*CONFI-

   DENTIAL*]

	 	 	GEN’L AGGREGATE LIMIT APPLIES PER:	 	 	 	 	 	 	 		 	 	 	 	 	PRODUCTS -COMP/OP AGG	 	 $ [*CONFI-

   DENTIAL*]

	 	 	 ̈ POLICY     ̈ PROJECT   
 x LOC	 	 	 	 	 	 	 		 	 	 	 	 		 		 		 	$
	A 	 	AUTOMOBILE LIABILITY	 	X	 	 	 	 [*CONFI-
 DENTIAL*]
	 	 	 	05/01/2011  	 	08/01/2012	 	 COMBINED SINGLE LIMIT

(Ea accident)
	 	
$ [*CONFI-

   DENTIAL*]

	 	 	 x  ANY AUTO
	 		 		 		 	 	 	 	 	 	 		 	 	 	 	 	BODILY INJURY (Per person)	 	$
	 	 	  ̈  ALL OWNED AUTOS
	 	  ̈  SCHEDULED AUTOS
	 		 	 	 	 	 	 	 		 	 	 	 	 	BODILY INJURY (Per accident)	 	$
	 	 	 x  HIRED AUTOS
	 	 x  NON-OWNED AUTOS
	 		 	 	 	 	 	 	 		 	 	 	 	 	PROPERTY DAMAGE	 	 
	 	 		 		 		 		 	 	 		 	 	 		 	 	 	 	 	(Per accident)	 	$
	 	 	 ̈	 	 ̈	 		 		 	 	 		 	 	 		 	 	 	 	 		 	$
	B 	 	 ̈ UMBRELLA LIAB	 	
    xOCCUR
	 	X	 	 	 	 [*CONFI-
 DENTIAL*]
	 	 	 	05/01/2011  	 	08/01/2012	 	EACH OCCURRENCE	 	 $
[*CONFI-
    DENTIAL*]

	C 	 	x EXCESS LIAB	 	     ̈ CLAIMS-MADE	 	X	 	 	 	 	 		 	05/01/2011  	 	08/01/2012	 	AGGREGATE	 	 $ [*CONFI-

   DENTIAL*]

	 	 	 ̈ DED     ̈ RETENTION $	 	 	 	 	 	 	 		 	 	 	 	 		 		 		 	$
	D 	 	WORKERS COMPENSATION AND EMPLOYERS’ LIABILITY	 	 	 	 	 	 [*CONFI-
 DENTIAL*]
	 	 	 	08/01/2011  	 	08/01/2012	 	
x
	 	WC STATUTORY LIMITS	 	
 ̈ OTHER
	 	 
	D 	 	 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER
EXCLUDED?
 (Mandatory in NH)

If yes, describe under 
 DESCRIPTION OF
OPERATIONS below
	 	 Y/N 
	 		 	N / A	 	 	 	 	 		 	08/01/2011  	 	08/01/2012	 	E.L. EACH ACCIDENT	 	 $ [*CONFI-

   DENTIAL*]

	 	 	N 	 		 	 	 	 	 	 	 		 	 	 	 	 	E.L. DISEASE - EA EMPLOYEE	 	 $ [*CONFI-

   DENTIAL*]

	 	 		 		 	 	 	 	 	 	 		 	 	 	 	 	E.L. DISEASE - POLICY LIMIT	 	 $ [*CONFI-

   DENTIAL*]

	 	 		 		 	 	 	 	 	 	 		 	 	 	 	 		 		 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 		 		 		 		 	 	 	 	 	 	 		 	 	 	 	 		 		 		 	 
	 	 		 		 		 		 	 	 	 	 	 	 		 	 	 	 	 		 		 		 	 
	 	 		 		 		 		 	 	 	 	 	 	 		 	 	 	 	 		 		 		 	 
	 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES
(Attach ACORD 101, Additional Remarks Schedule, if more space is required)
 RE: All Locations Per Written Agreement with 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; The Chefs’ Warehouse, Inc.; and Chefs’ Warehouse Parent, LLC. JPMorgan
Chase Bank, N.A., as Administrative Agent is included as Additional Insured, in accordance with the Blanket Additional Insured provisions of the General Liability, Excess Liability and Automobile Liability.

 
  

 



			
	CERTIFICATE HOLDER	 	CANCELLATION


			
	  
 JPMorgan Chase Bank, N.A.
 as Administrative Agent

106 Corporate Park Drive
 White Plains, NY 10604-3806
	 	  

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE
WITH THE POLICY PROVISIONS.
  

	 	 AUTHORIZED REPRESENTATIVE








 The ACORD name and logo are registered marks of
ACORD            © 1988-2010 ACORD CORPORATION.    All rights reserved.             

ACORD 25 (2010/05) 







 ENDORSEMENT 
 This endorsement, effective 12:01 A.M. 05/01/2011              forms a part of 
 policy No, [*CONFIDENTIAL*] issued to THE CHEFS’ WAREHOUSE, INC. 
 by [*CONFIDENTIAL*]

 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. 

ADDITIONAL INSURED - WHERE REQUIRED UNDER CONTRACT OR AGREEMENT 
 This endorsement modifies Insurance provided under the following: 

COMMERCIAL GENERAL LIABILITY COVERAGE FORM 
 SECTION II - WHO IS AN INSURED, is amended to include as an additional insured: 
 Any person or organization to whom you become obligated to include as an additional insured under this policy, as a result of any contract or agreement you enter into which requires you to furnish
insurance to that person or organization of the type provided by this policy, but only with respect to liability arising out of your operations or premises owned by or rented to you. 

However, the insurance provided will not exceed the lesser of: 

 

	 	•	 	 The coverage and/or limits of this policy, or 


  

	 	•	 	 The coverage and/or limits required by said contract or agreement. 



 

	
	 





	Authorized Representative or
	Countersignature (in States Where Applicable)



  
  

			
	61712 (12/06)	 	Page 1 of 1









 ENDORSEMENT 
 This endorsement, effective 12:01 A.M. 05/01/2011            forms a part of 
 policy No. [*CONFIDENTIAL*] issued to THE CHEFS’ WAREHOUSE, INC. 
 by [*CONFIDENTIAL*]

 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. 

ADDITIONAL INSURED - WHERE REQUIRED UNDER CONTRACT OR AGREEMENT - NEW YORK 

This endorsement modifies insurance provided under the following: 
 BUSINESS AUTO COVERAGE FORM 
 SCHEDULE 

ADDITIONAL INSURED: 
 ANY PERSON
ORGANIZATION FOR WHOM YOU ARE CONTRACTUALLY BOUND TO PROVIDE ADDITIONAL INSURED STATUS BUT ONLY TO THE EXTENT OF SUCH A PERSON OR ORGANIZATION LIABILITY ARISING OUT OF THE USE OF A COVERED AUTO. 

 

	I.	SECTION II - LIABILITY COVERAGE, A. Coverage, 1. - Who Is Insured, is amended to add: 


 

	 	d.	Any person or organization, shown in the schedule above, to whom you become obligated to include as an additional insured under this policy, as a result of any contract
or agreement you enter into which requires you to furnish insurance to that person or organization of the type provided by this policy, but only with respect to liability arising out of use of a covered “auto”. However, the insurance
provided through this endorsement will not exceed the lesser of; 

  

	 	(1)	The coverage and/or limits of this policy, or 

  

	 	(2)	The coverage and/or limits required by said contract or agreement. 


 

	
	 





	Authorized Representative or Countersignature (in States Where Applicable)



  

			
	94199 (3/07)	 	Page 1 of 1










													
	 Client#: 100724
	 		 	 14CHEFSWAREH
	 	 	  	
DATE (MM/DD/YYYY)
 04/24/2012

	 



                CERTIFICATE OF LIABILITY
INSURANCE
	 	 	  
	 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND
CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING
INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

	
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the
policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

	
PRODUCER
 J. Smith Lanier &
Co.-Atlanta
 11330 Lakefield Drive
 Bldg 1, Suite 100
 Duluth, GA 30097
	 	 CONTACT

NAME:

	 	 PHONE
 (A/C, No, Ext):
	 	770 476-1770	  	 	  	 FAX.
 (A/C, No):
	 	7704763651
	 	 E-MAIL
 ADDRESS:
	 	 	  	 	  	 	 	 	  	 
	 	INSURER(S) AFFORDING COVERAGE	  	NAIC #
	 	INSURER A :	 	[*CONFIDENTIAL*]	  	[*CONFIDENTIAL*]
	INSURED	 	INSURER B :	 	 	  	 	  	 	 	 	  	 
	 The Chefs’ Warehouse, Inc. and
 subsidiaries (see named insured
list)
 100 East Ridge Road
 Ridgefield, CT 06877
	 	INSURER C :	 	 	  	 	  	 	 	 	  	 
	 	INSURER D :	 	 	  	 	  	 	 	 	  	 
	 	INSURER E :	 	 	  	 	  	 	 	 	  	 
	 	INSURER F :	 	 	  	 	  	 	 	 	  	 


									
	COVERAGES	 	CERTIFICATE NUMBER:	 	REVISION NUMBER:


																									
	THIS
 IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS,
	 INSR  
 LTR  
	 	TYPE Of INSURANCE	 	 ADDL

INSR
	 	 SUBR

WVD
	 	POLICY NUMBER	 	 POLlCY

EFF
(MM/

DD/

YYYY)
	 	 POLICY

EXP
(MM/

DD/

YYYY)
	 	  	 	LIMITS
	 	 	GENERAL LIABILITY	 	 	 	 	 	 	 	 	 	 	 	EACH OCCURRENCE	 	$         
	 	 	 ̈ COMMERCIAL GENERAL LIABILITY	 	 	 	 	 	 	 	 	 	 	 	DAMAGE TO RENTED PREMISES (Ea occurrence)	 	$
	 	 	 ̈  ̈ CLAIMS-MADE  
 ̈ OCCUR	 	 	 	 	 	 	 	 	 	 	 	MED EXP (Any one person)	 	$
	 	 	 ̈                   
                                         
 	 	 	 	 	 	 	 	 	 	 	 	PERSONAL & ADV INJURY	 	$
	 	 	 ̈                   
                                         
 	 	 	 	 	 	 	 	 	 	 	 	GENERAL AGGREGATE	 	$
	 	 	GEN’L AGGREGATE LIMIT APPLIES PER:	 	 	 	 	 	 	 	 	 	 	 	PRODUCTS - COMP/OP AGG	 	$
	 	 	 ̈ POLICY   ̈ PROJECT   ̈ LOC	 	 	 	 	 	 	 	 	 	 	 		 		 		 	$
	 	 	AUTOMOBILE LIABILITY	 	 	 	 	 	 	 	 	 	 	 	COMBINED SINGLE LIMIT (Ea accident)	 	$
	 	 	  ̈  ANY AUTO
	 		 		 	 	 	 	 	 	 	 	 	 	 	BODILY INJURY (Per person)	 	$
	 	 	  ̈  ALL OWNED
AUTOS
	 	  ̈  SCHEDULED AUTOS
	 	 	 	 	 	 	 	 	 	 	 	BODILY INJURY (Per accident)	 	$
	 	 	  ̈  HIRED AUTOS
	 	  ̈  NON-OWNED
AUTOS
	 	 	 	 	 	 	 	 	 	 	 	 PROPERTY DAMAGE
 (Per accident)
	 	$
	 	 	 ̈	 	 ̈	 		 	 	 	 	 	 	 	 	 	 	 		 		 		 	$
	 	 	 ̈ UMBRELLA LIAB	 	
 ̈  OCCUR
	 	 	 	 	 	 	 	 	 	 	 	EACH OCCURRENCE	 	$
	 	 	 ̈ EXCESS LIAB	 	 ̈ CLAIMS-MADE	 	 	 	 	 	 	 	 	 	 	 	AGGREGATE	 	$
	 	 	 ̈ DED  ̈ RETENTION $	 	 	 	 	 	 	 	 	 	 	 		 		 		 	$
	 	 	WORKERS COMPENSATION AND EMPLOYERS’ LIABILITY	 	 	 	 	 	 	 	 	 	 	 	 	 	
 ̈
	 	WC STATUTORY LIMITS	 	
 ̈ OTHER
	 	 
	 	 	ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED?	 	 Y/N 
  ̈ 
	 	N / A	 	 	 	 	 	 	 	 	 	E.L. EACH ACCIDENT	 	$
	 	 	 (Mandatory in NH)

If yes, describe under 
 DESCRIPTION OF
OPERATIONS below
	 		 	 	 	 	 	 	 	 	 	 	 	E.L. DISEASE - EA EMPLOYEE	 	$
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	E.L. DISEASE - POLICY LIMIT	 	$
	A  	 	Employee Theft	 		 	 	 	 	 	[*CONFIDENTIAL*]	 	05/01/2011	 	05/01/2011	 		 	[*CONFIDENTIAL*]	 	 
	 	 	ERISA	 		 	 	 	 	 	 	 	 	 	 	 		 	[*CONFIDENTIAL*]	 		 	 
	 	 	Theft-client prop	 		 	 	 	 	 	 	 	 	 	 	 		 	[*CONFIDENTIAL*]	 		 	 
	 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES /
(Attach ACORD 101, Additional Remarks Schedule, if more space is required)
 Forgery or Alteration [*CONFIDENTIAL*]

On Premises [*CONFIDENTIAL*]
 In
Transit [*CONFIDENTIAL*]
 Computer Crime [*CONFIDENTIAL*]
 Computer Program & EDP Restoration [*CONFIDENTIAL*]
 (See Attached
Descriptions)



			
	CERTIFICATE HOLDER	 	CANCELLATION


			
	  
 JPMorgan Chase Bank, N.A.
 as Administrative Agent

106 Corporate Park Drive
 White Plains, NY 10604-3806
	 	  

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE
WITH THE POLICY PROVISIONS.
  

	 	 AUTHORIZED REPRESENTATIVE








 © 1988-2010 ACORD CORPORATION.    All rights
reserved.             
  

					
	ACORD 25 (2010/05)            1 of 2	  	The ACORD name and logo are registered marks of ACORD	  	
	 #S1526115/M1273018
	  		  	TXA








 DESCRIPTIONS (Continued from Page 1) 

Funds Transfer Fraud [*CONFIDENTIAL*] 

Personal Accounts Forgery or Alteration [*CONFIDENTIAL*] 
 Identity Fraud Expense Reimbursement [*CONFIDENTIAL*] 
 Claim Expense
[*CONFIDENTIAL*] 
 Money Orders & Counterfeit Money [*CONFIDENTIAL*] 
 JPMorgan Chase Bank, N.A., as Administrative Agent is included as Lender Loss Payee as its interest may appear and as required by written contract, subject to the terms and conditions of the policy.

 SAGITTA 25.3 (2010/05)    2 of 2 
 #S1526115/M1273018 

  








 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. 

SPECIAL NOTICE OF CANCELLATION OR TERMINATION REQUIREMENTS ENDORSEMENT 
 This endorsement modifies the following coverage: 
 Crime 

 
  
 It is agreed that: 
 Should this Crime Policy be canceled, reduced, non-renewed or restrictively
modified in any way by the Company, the Company will endeavor to give 30 days advance notice to the organization(s) scheduled below, but failure to do so will not impair or delay the effectiveness of any such cancellation, reduction, non-renewal or
restrictive modification, nor will the Company be held liable in any way. 
 Should this Crime policy be canceled or reduced at the request of
the Insured, the Company will endeavor to notify the organization(s) named below of such cancellation or reduction within 30 business days after receipt of such a request, but failure to do so shall not impair or delay the effectiveness of such
cancellation or reduction, nor shall the Company be held liable in any way. 
 ENTITY NOTICE SCHEDULE 

 

			
	Name of Entity	  	Mailing Address
		
	 JPMorgan Chase Bank, N.A.
 as
Administrative Agent
(Lender/Loss Payee)
	  	 106 Corporate Drive
 White
Plains, NY 10604-3806


  
  
 Nothing herein contained shall be held to vary, alter, waive or extend any of the terms, conditions, exclusions or limitations of the above-mentioned policy, except as expressly stated herein. This
endorsement is part of such policy and incorporated therein. 
  
  

Issuing Company: [*CONFIDENTIAL*] 
 Policy
Number: [*CONFIDENTIAL*] 
  
  

 

			
	 CR1-7120 Ed. 01-09 Printed in U.S.A.
  

©2009
[*CONFIDENTIAL*] All Rights Reserved
	 	Page 1 of 1








 Schedule 3.15 
 Capitalization and Subsidiaries 
  

							
	 Issuer
	 	 Authorized Equity

Interests
	 	 Issued Equity

Interest
	 	 Ownership

				
	The Chefs’ Warehouse, Inc.	 	 100,000,000 shares of common stock
  

5,000,000 shares of preferred stock
	 	20,917,309 shares of common stock	 	 Christopher Pappas - 20.22% (subject to underwriters’ over - allotment option)

 
 John Pappas - 19.36% (subject to underwriters’ over - allotment
option)
  
 Employees and General Public - 60.42% (subject to
underwriters’ over - allotment option)

				
	Dairyland USA Corporation	 	 200 shares of common

stock
	 	100 shares of common stock represented by certificate no. 26	 	The Chefs’ Warehouse, Inc. - 100%
				
	Chefs’ Warehouse Parent, LLC	 	N/A	 	N/A	 	The Chefs’ Warehouse, Inc. - 100%
				
	Bel Canto Foods, LLC	 	N/A	 	N/A	 	Dairyland USA Corporation - 100%
				
	The Chefs’ Warehouse West Coast, LLC	 	N/A	 	N/A	 	Chefs’ Warehouse Parent, LLC - 100%
				
	The Chefs’ Warehouse of Florida, LLC	 	N/A	 	N/A	 	Chefs’ Warehouse Parent, LLC - 100%
				
	The Chefs’ Warehouse Mid-Atlantic, LLC	 	N/A	 	N/A	 	Chefs’ Warehouse Parent, LLC - 100%
				
	Dairyland HP LLC	 	N/A	 	N/A	 	Dairyland USA Corporation - 100%


  
 - 7 -










					
	 Entity Name
	 	 Jurisdiction of Organization
	 	 Organizational Form

			
	Dairyland USA Corporation	 	New York	 	Corporation
			
	Bel Canto Foods, LLC	 	New York	 	Limited Liability Company
			
	The Chefs’ Warehouse, Inc.	 	Delaware	 	Corporation
			
	The Chefs’ Warehouse West Coast, LLC	 	Delaware	 	Limited Liability Company
			
	Chefs’ Warehouse Parent. LLC	 	Delaware	 	Limited Liability Company
			
	The Chefs’ Warehouse of Florida, LLC	 	Delaware	 	Limited Liability Company
			
	The Chefs’ Warehouse Mid-Atlantic, LLC	 	Delaware	 	Limited Liability Company
			
	Dairyland HP LLC	 	Delaware	 	Limited Liability Company


  
 - 8 -









 Schedule 3.18 
 Tradenames 
  

			
	 Loan Party
	 	 Trade Names/Business Names

	Dairyland USA Corporation	 	 •      The Chefs’ Warehouse

		
		 	 •      Winters Seafoods

		
		 	 •      Dairyland

		
		 	 •      Dairyland USA

		
	The Chefs Warehouse Mid-Atlantic, LI A’	 	 •      The Chefs’ Warehouse, LLC

		
	The Chefs’ Warehouse, Inc.	 	 •      Chefs’ Warehouse Holdings, LLC

		
	Bel Canto Foods, LLC	 	 •      Bel Canto Food

		
		 	 •      Bel Canto Foods

		
		 	 •      Bel Canto



  
 - 9 -









 Schedule 3.19 
 Bank Accounts 
  

									
	 GRANTOR
	 	 BANK
	 	 ACCOUNT NUMBER
	 	 TYPE
	 	 PURPOSE

					
	Dairyland USA Corporation	 	JPMorgan Chase Bank Corporate Park Drive,
2nd Floor White Plains, NY 10604 Attn: Lisa Crowley, Vice
President	 	[*CONFIDENTIAL*]	 	Credit Card	 	Collections/ Disbursements
					
	Dairyland USA Corporation	 	JPMorgan Chase Bank Corporate Park Drive,
2nd Floor White Plains, NY 10604 Attn: Lisa Crowley, Vice
President	 	[*CONFIDENTIAL*]	 	Operating	 	Collections/ Disbursements
					
	Bel Canto Foods, LLC	 	JPMorgan Chase Bank Corporate Park Drive,
2nd Floor White Plains, NY 10604 Attn: Lisa Crowley, Vice
President	 	[*CONFIDENTIAL*]	 	Operating	 	Collections/ Disbursements
					
	The Chefs’ Warehouse Mid-Atlantic, LLC	 	JPMorgan Chase Bank Corporate Park Drive,
2nd Floor White Plains, NY 10604 Attn: Lisa Crowley, Vice
President	 	[*CONFIDENTIAL*]	 	Operating	 	Collections/ Disbursements
					
	The Chefs’ Warehouse West Coast, LLC	 	JPMorgan Chase Bank Corporate Park Drive,
2nd Floor White Plains, NY 10604 Attn: Lisa Crowley, Vice
President	 	[*CONFIDENTIAL*]	 	Operating	 	Disbursements
					
	Dairyland USA Corporation	 	JPMorgan Chase Bank Corporate Park Drive,
2nd Floor White Plains, NY 10604 Attn: Lisa Crowley, Vice
President	 	[*CONFIDENTIAL*]	 	Controlled Disbursement Account	 	Disbursements


  
 - 10 -










									
	 GRANTOR
	 	 BANK
	 	 ACCOUNT NUMBER
	 	 TYPE
	 	 PURPOSE

					
	Bel Canto Foods, LLC	 	JPMorgan Chase Bank Corporate Park Drive,
2nd Floor White Plains, NY 10604 Attn: Lisa Crowley, Vice
President	 	[*CONFIDENTIAL*]	 	Controlled Disbursement Account	 	Disbursements
					
	The Chefs’ Warehouse Mid-Atlantic, LLC	 	JPMorgan Chase Bank Corporate Park Drive,
2nd Floor White Plains, NY 10604 Attn: Lisa Crowley, Vice
President	 	[*CONFIDENTIAL*]	 	Controlled Disbursement Account	 	Disbursements
					
	The Chefs’ Warehouse West Coast, LLC	 	JPMorgan Chase Bank Corporate Park Drive,
2nd Floor White Plains, NY 10604 Attn: Lisa Crowley, Vice
President	 	[*CONFIDENTIAL*]	 	Controlled Disbursement Account	 	Disbursements
					
	The Chefs’ Warehouse West Coast, LLC	 	Bank of America Puente Hills 1605 S. Azusa Ave Hacienda Heights CA 91745	 	[*CONFIDENTIAL*]	 	DDA	 	Driver Cash Collections/ Petty Cash Disbursements
					
	The Chefs’ Warehouse, Inc.	 	JPMorgan Chase Bank Corporate Park Drive,
2nd Floor White Plains, NY 1060 4 Attn: Lisa Crowley, Vice
President	 	[*CONFIDENTIAL*]	 	Collections/ Disbursements	 	Account not used and is to be closed.
					
	Dairyland USA Corporation	 	JPMorgan Chase Bank Corporate Park Drive,
2nd Floor White Plains, NY 10604 Attn: Lisa Crowley, Vice
President	 	[*CONFIDENTIAL*]	 	Lockbox	 	For New York and Tri-State Area Collections
					
	Bel Canto Foods, LLC	 	JPMorgan Chase Bank Corporate Park Drive,
2nd Floor White Plains, NY 10604 Attn: Lisa Crowley, Vice
President	 	[*CONFIDENTIAL*]	 	Lockbox	 	For New York and Tri-State Area Collections


  
 - 11 -










									
	 GRANTOR
	 	 BANK
	 	 ACCOUNT NUMBER
	 	 TYPE
	 	 PURPOSE

					
	The Chefs’ Warehouse Mid-Atlantic, LLC	 	JPMorgan Chase Bank Corporate Park Drive,
2nd Floor White Plains, NY 10604 Attn: Lisa Crowley, Vice
President	 	[*CONFIDENTIAL*]	 		 	Lockbox For Maryland and Surrounding Area Collections
					
	The Chefs’ Warehouse West Coast, LLC	 	JPMorgan Chase Bank Corporate Park Drive,
2nd Floor White Plains, NY 10604 Attn: Lisa Crowley, Vice
President	 	[*CONFIDENTIAL*]	 	Lockbox	 	For West Coast Collections
					
	The Chefs’ Warehouse of Florida, LLC	 	JPMorgan Chase Bank Corporate Park Drive,
2nd Floor White Plains, NY 10604 Attn: Lisa Crowley, Vice
President	 	[*CONFIDENTIAL*]	 	Lockbox	 	For Florida Area Collections
					
	The Chefs’ Warehouse of Florida, LLC	 	JPMorgan Chase Bank Corporate Park Drive,
2nd Floor White Plains, NY 10604 Attn: Lisa Crowley, Vice
President	 	[*CONFIDENTIAL*]	 	Operating	 	Collections/Disbursements
					
	The Chefs’ Warehouse of Florida, LLC	 	JPMorgan Chase Bank Corporate Park Drive,
2nd Floor White Plains, NY 10604 Attn: Lisa Crowley, Vice
President	 	[*CONFIDENTIAL*]	 	Control Disbursement	 	Disbursements


  
 - 12 -









 Schedule 3.22 
 Affiliate Transactions 
 Warehouse and Office Leases 

We lease two warehouse and office facilities from two entities that are wholly-owned by three of our directors pursuant to long-term operating lease
agreements. 
 Dairyland subleases a warehouse and office facility in the Bronx, New York from The Chefs’ Warehouse Leasing Co., LLC, a New
York limited liability company that is wholly-owned by Christopher Pappas, John Pappas and Dean Facatselis. 
 Dairyland also leases a warehouse
and office facility in Hanover, Maryland from Candlewood Road Property, LLC, a Maryland limited liability company that is wholly-owned by Christopher Pappas, John Pappas and Dean Facatsclis. 
 Dairyland has provided a conditional guarantee for the Indebtedness of The Chefs’ Warehouse Leasing Co, LLC, a New York limited liability company that is wholly-owned by Christopher Pappas, John
Pappas and Dean Facatsclis, in connection with a mortgage note for the warehouse and office facility located at 1300 Viele Avenue, Bronx, NewYork. 
 Employment of Family Members 
 John Pappas’s brother-in-law, Constantine
Papataros, is an employee of Dairyland USA Corporation. 

  
 - 13 -









 Schedule 6.01 
 Existing Indebtedness 
 Dairyland has provided a conditional guarantee for the
Indebtedness of The Chefs’ Warehouse Leasing Co, LLC, a New York limited liability company that is wholly-owned by Christopher Pappas, John Pappas and Dean Facatsclis, in connection with a mortgage note for the warehouse and office facility
located at 1300 Viele Avenue, Bronx, NewYork. 

  
 - 14 -









 Schedule 6.02 
 Existing Liens 
 None. 

  
 - 15 -









 Schedule 6.04 
 Existing Investments 
 None. 

  
 - 16 -









 Schedule 6.10 
 Existing Restrictions 
 None. 

  
 - 17 -









 EXHIBIT A 
 TO CREDIT AGREEMENT 
 FORM OF ASSIGNMENT AND ASSUMPTION 

This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth
below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings
given to them in the Credit Agreement identified below (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms
and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. 

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably
purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (i) all of the
Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of
such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any Letters of Credit, Guarantees and Swingline Loans included in such facilities) and (ii) to the extent permitted to be
assigned under applicable law, all claims, suits, causes of action and other rights of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other
documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other
claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively
as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor. 

 

							
	1.	  	Assignor:	 	  
	 	
				
	2.	  	Assignee:	 	  
	 	
		  		 	[an Affiliate/Approved Fund of [identify Lender]]
			
	3.	  	Borrowers:	 	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, and THE CHEFS’ WAREHOUSE OF FLORIDA, LLC, a Delaware limited liability company
			
	4.	  	Administrative Agent:	 	JPMORGAN CHASE BANK, N.A.
			
	5.	  	Credit Agreement:	 	The Credit Agreement dated as of [                    ], 2012 among
Borrowers, the other Loan Parties party thereto from time to time, the Lenders parties thereto from time to time, and JPMorgan Chase Bank, N.A., as Administrative Agent









	6.	Assigned Interest: 

  

													
	 Facility Assigned
	  	Aggregate Amount of
Commitment/Loans for
all Lenders	 	  	Amount of
Commitment/Loans
Assigned	 	  	Percentage Assigned of
Commitment/Loans	 
		  	$	 	  	  	$	 	  	  	 	 	% 
		  	$	 	  	  	$	 	  	  	 	 	% 
		  	$	 	  	  	$	 	  	  	 	 	% 

 Effective Date:
                         , 201     [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE
DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 
 The Assignee agrees to deliver to the Administrative Agent a completed
Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrowers, the other Loan Parties and their Related
Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. 

The terms set forth in this Assignment and Assumption are hereby agreed to: 

 

			
	ASSIGNOR
	
	[NAME OF ASSIGNOR]
		
	By:	 	  

	Name:
	Title:
	
	ASSIGNEE
	
	[NAME OF ASSIGNEE]
		
	By:	 	  

	Name:
	Title:


 [Consented to and] Accepted: 
  

			
	JPMORGAN CHASE BANK, N.A., as
	Administrative Agent [and Issuing Bank]
		
	By:	 	  

	Name:
	Title:

 [Consented to:] 








			
	THE CHEFS’ WAREHOUSE, INC.,
	as Borrower Representative
		
	By:	 	  

	Name:
	Title:








 ANNEX I 
 STANDARD TERMS AND CONDITIONS FOR 
 ASSIGNMENT AND ASSUMPTION 

1. Representations and Warranties. 
 1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any
lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and
(b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of any Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or
(iv) the performance or observance by any Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document. 

1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all
action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the
Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder
and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to
Section 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the
basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (v) if it is a Non-U.S. Lender, attached to the Assignment and Assumption is any documentation
required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any
other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with
their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. 

2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned
Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

 3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties
hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this
Assignment and Assumption by facsimile shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State
of New York. 







 EXHIBIT B 
 TO CREDIT AGREEMENT 
 FORM OF INCREASING LENDER SUPPLEMENT 

INCREASING LENDER SUPPLEMENT, dated
                    , 20     (this “Supplement”), by and among each of the signatories hereto, to the Credit
Agreement, dated as of [                    ], 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among Dairlyand USA Corporation, The Chefs’ Warehouse Mid-Atlantic, LLC, Bel Canto Foods, LLC, The Chefs’ Warehouse West Coast, LLC, and The Chefs’ Warehouse of Florida, LLC, as Borrowers, The Chefs’
Warehouse, Inc. (“Borrower Representative”), the other Loan Parties party thereto, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent. 

W I T N E S S E T H 
 WHEREAS, pursuant to Section 2.22 of the Credit Agreement, the Borrower Representative has the right, subject to the terms and conditions thereof, to effectuate from time to time an increase
in the Revolving Commitments and/or one or more tranches of Incremental Term Loans under the Credit Agreement by requesting (i) one or more Lenders to increase the amount of its Revolving Commitment and/or to participate in such Incremental
Term Loans or (ii) one or more new banks, financial institutions or other entities to extend Revolving Commitments and/or participate in such Incremental Term Loans; 
 WHEREAS, the Borrower Representative has given notice to the Administrative Agent of its intention to [increase the Revolving Commitments] [and] [enter into a tranche of Incremental Term Loans] pursuant
to such Section 2.22; and 
 WHEREAS, pursuant to Section 2.22 of the Credit Agreement, the undersigned
Increasing Lender desires to [increase the amount of its Revolving Commitment] [and] [participate in a tranche of Incremental Term Loans] under the Credit Agreement by executing and delivering to the Borrower Representative and the Administrative
Agent this Supplement; 
 NOW, THEREFORE, each of the parties hereto hereby agrees as follows: 

1. The undersigned Increasing Lender agrees, subject to the terms and conditions of the Credit Agreement, that on the date of this
Supplement it shall [have its Revolving Commitment increased by $[            ], thereby making the aggregate amount of its total Revolving Commitments equal to
$[            ]] [and] [participate in a tranche of Incremental Term Loans with a commitment amount equal to $[            ] with
respect thereto]. 
 2. The Borrower Representative hereby represents and warrants that (i) the representations and
warranties of the Loan Parties set forth in the Credit Agreement are true and correct in all material respects with the same effect as though made on and as of the date hereof (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) and (ii) no Default or Event of Default has occurred and is continuing on and as of the date hereof. 

3. Terms defined in the Credit Agreement shall have their defined meanings when used herein. 







 4. This Supplement shall be governed by, and construed in accordance with, the laws of the
State of New York. 
 5. This Supplement may be executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same document. 

  
 2 








 IN WITNESS WHEREOF, each of the undersigned has caused this Supplement to be executed and
delivered by a duly authorized officer on the date first above written. 
  

			
	[INSERT NAME OF INCREASING LENDER]
		
	By:	 	  

	Name:
	Title:


 Accepted and agreed to as of the date first written above: 

 

			
	THE CHEFS’ WAREHOUSE, INC.,
	as Borrower Representative
		
	By:	 	  

	Name:
	Title:

 Acknowledged as of the date first written above: 

 

			
	JPMORGAN CHASE BANK, N.A.,
	as Administrative Agent
		
	By:	 	  

	Name:
	Title:


  
 3 








 EXHIBIT C 
 TO CREDIT AGREEMENT 
 FORM OF AUGMENTING LENDER SUPPLEMENT 

AUGMENTING LENDER SUPPLEMENT, dated
                    , 20     (this “Supplement”), to the Credit Agreement, dated as of
[                    ], 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”),
among Dairlyand USA Corporation, The Chefs’ Warehouse Mid-Atlantic, LLC, Bel Canto Foods, LLC, The Chefs’ Warehouse West Coast, LLC, and The Chefs’ Warehouse of Florida, LLC, as Borrowers, The Chefs’ Warehouse, Inc.
(“Borrower Representative”), the other Loan Parties party thereto, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent. 
 W I T N E S S E T H 
 WHEREAS, pursuant to Section 2.22 of the Credit
Agreement, the Borrower Representative has the right, subject to the terms and conditions thereof, to effectuate from time to time an increase in the Revolving Commitments and/or one or more tranches of Incremental Term Loans under the Credit
Agreement by requesting (i) one or more Lenders to increase the amount of its Revolving Commitment and/or to participate in such Incremental Term Loans or (ii) one or more new banks, financial institutions or other entities to extend
Revolving Commitments and/or participate in such Incremental Term Loans; 
 WHEREAS, the Borrower Representative has given
notice to the Administrative Agent of its intention to [increase the Revolving Commitments] [and] [enter into a tranche of Incremental Term Loans] pursuant to such Section 2.22; and 

WHEREAS, the undersigned Augmenting Lender was not an original party to the Credit Agreement but now desires to become a party thereto,
and desires to [extend Revolving Commitments] [and] [participate in tranches of Incremental Term Loans] under the Credit Agreement; 
 NOW, THEREFORE, each of the parties hereto hereby agrees as follows: 
 1. The
undersigned Augmenting Lender agrees to be bound by the provisions of the Credit Agreement and agrees that it shall, on the date of this Supplement, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party
thereto, with a [Revolving Commitment of $[            ]] [and] [a commitment with respect to Incremental Term Loans of
$[            ]]. 
 2. The undersigned Augmenting Lender
(a) represents and warrants that it is legally authorized to enter into this Supplement; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to
Section 5.01 thereof, as applicable, and has reviewed such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Supplement; (c) agrees that it will,
independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under
the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the
Credit Agreement or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent 







 
by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with
its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. 
 3.
The undersigned’s address for notices for the purposes of the Credit Agreement is as follows: 

[                    ] 

4. The Borrower Representative hereby represents and warrants that (i) the representations and warranties of the Loan Parties set
forth in the Credit Agreement are true and correct in all material respects with the same effect as though made on and as of the date hereof (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) and (ii) no Default or Event of Default has occurred and is continuing on and as of the date hereof. 

5. Terms defined in the Credit Agreement shall have their defined meanings when used herein. 

6. This Supplement shall be governed by, and construed in accordance with, the laws of the State of New York. 

7. This Supplement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same document. 

[remainder of this page intentionally left blank] 







 IN WITNESS WHEREOF, each of the undersigned has caused this Supplement to be executed and
delivered by a duly authorized officer on the date first above written. 
  

			
	[INSERT NAME OF AUGMENTING LENDER]
		
	By:	 	  

	Name:
	Title:


 Accepted and agreed to as of the date first written above: 

 

			
	THE CHEFS’ WAREHOUSE, INC.,
	as Borrower Representative
		
	By:	 	  

	Name:
	Title:

 Acknowledged as of the date first written above: 

 

			
	JPMORGAN CHASE BANK, N.A.,
	as Administrative Agent
		
	By:	 	  

	Name:
	Title:








 EXHIBIT D 
 TO CREDIT AGREEMENT 
 LIST OF CLOSING DOCUMENTS 

[Attached] 







 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 
 CREDIT FACILITIES 
 April 25, 2012 

LIST OF CLOSING DOCUMENTS 
 A. LOAN DOCUMENTS 
  

	1.	Credit Agreement (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 Delaware limited liability company (“Bel Canto”), The Chefs’ Warehouse West Coast, LLC,
a Delaware limited liability company (“CWWC”), The Chefs’ Warehouse of Florida, LLC, a Delaware limited liability company (“CWF” and, together with Dairyland, CW Mid-Atlantic, Bel Canto and CWWC, the
“Borrowers”), the other Loan Parties from time to time party thereto, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., in its capacity as Administrative Agent for itself and the other Secured Parties (the
“Administrative Agent”), evidencing a revolving credit facility to the Borrowers from the Lenders in an initial aggregate principal amount of $100,000,000 and a term loan facility to Dairyland from the Lenders in an initial
aggregate principal amount of $40,000,000. 

  

					
	SCHEDULES
	
	 Commitment Schedule

	Schedule 2.06	  	–	    	Existing Letters of Credit
	Schedule 3.05	  	–	    	Properties; Collateral Locations
	Schedule 3.06	  	–	    	Litigation and Environmental Matters
	Schedule 3.12	  	–	    	Material Agreements
	Schedule 3.14	  	–	    	Insurance
	Schedule 3.15	  	–	    	Capitalization and Subsidiaries
	Schedule 3.18	  	–	    	Tradenames
	Schedule 3.19	  	–	    	Bank Accounts
	Schedule 3.22	  	–	    	Affiliate Transactions
	Schedule 6.01	  	–	    	Existing Indebtedness
	Schedule 6.02	  	–	    	Existing Liens
	Schedule 6.04	  	–	    	Existing Investments
	Schedule 6.10	  	–	    	Existing Restrictions


					
	
	EXHIBITS
			
	 Exhibit A
	  	–	    	Form of Assignment and Assumption
	 Exhibit B
	  	–	    	Form of Increasing Lender Supplement
	 Exhibit C
	  	–	    	Form of Augmenting Lender Supplement
	 Exhibit D
	  	–	    	List of Closing Documents
	 Exhibit E
	  	–	    	Form of Compliance Certificate









					
	 Exhibit F
	  	–	    	Joinder Agreement
	 Exhibit G-1
	  	–	    	Form of U.S. Tax Certificate (for Non-U.S. Lenders That Are Not Partnerships)
	 Exhibit G-2
	  	–	    	Form of U.S. Tax Certificate (for Non-U.S. Lenders That are Partnerships)

  

	2.	Notes executed by the Borrowers in favor of each of the Lenders, if any, which has requested a note pursuant to Section 2.10(f) of the Credit Agreement.


 B. COLLATERAL DOCUMENTS 
  


	3.	Pledge and Security Agreement, executed by the Loan Parties, together with pledged instruments and allonges, stock certificates, stock powers executed in blank,
pledge instructions and acknowledgments, as appropriate. 

  

					
	Exhibit A	  	–	    	Type of Entity; Legal Name; Principal Place of Business and Chief Executive Office; FEIN; State Organization Number and Jurisdiction of Incorporation; Properties Leased by
the Grantors; Properties Owned by the Grantors; Public Warehouses or Other Locations
	Exhibit B	  	–	    	Deposit Accounts
	Exhibit C	  	–	    	Letter of Credit Rights and Chattel Paper
	Exhibit D	  	–	    	Patents, Trademarks and Copyrights
	Exhibit E	  	–	    	Filing Requirements
	Exhibit F	  	–	    	List of Pledged Collateral, Securities and other Investment Property
	Exhibit G	  	–	    	Filing Offices
	Exhibit H	  	–	    	Amendment
	Exhibit I	  	–	    	Commercial Tort Claims
	Annex I	  	–	    	Form of Joinder Agreement

  

	4.	Confirmatory Grant of Security Interest in United States Trademarks made by certain of the Loan Parties in favor of the Administrative Agent for the benefit of the
Secured Parties. 

  

					
	Exhibit A	  	–	    	Registered Trademarks; Trademark and Service Mark Applications; Other Trademarks

  

	5.	Certificates of Insurance listing the Administrative Agent as (x) lender loss payee for the property casualty insurance policies of the initial Loan Parties,
together with long-form lender loss payable endorsements, as appropriate, and (y) additional insured with respect to the liability insurance of the Loan Parties, together with additional insured endorsements. 


C. UCC/INTELLECTUAL PROPERTY DOCUMENTS 
  

	6.	UCC, tax lien and name variation search reports naming each Loan Party from the appropriate offices in relevant jurisdictions. 


 

	7.	Intellectual property search reports under the name of each Loan Party in each of the U.S. Copyright Office and the U.S. Patent and Trademark Office.


  

	8.	UCC financing statements naming each Loan Party as debtor and the Administrative Agent as secured party as filed with the appropriate offices in applicable
jurisdictions. 


  
 2 









	9.	UCC-3 termination statements with respect to UCC financing statements filed in connection with that certain Credit Agreement, dated as of August 2, 2011 (the
“Existing Credit Agreement”), by and among the Loan Parties, the financial institutions party thereto as Lenders, and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Existing Administrative Agent”).


  

	10.	Release of Security Interest in United States Trademarks, executed by the Existing Administrative Agent. 


D. CORPORATE DOCUMENTS 
  

	11.	Certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (i) that there have been no changes in the Certificate of Incorporation
or other charter document of such Loan Party, as attached thereto and as certified as of a recent date by the Secretary of State of the jurisdiction of its organization, since the date of the certification thereof by such governmental entity,
(ii) the By-Laws or other applicable organizational document, as attached thereto, of such Loan Party as in effect on the date of such certification, (iii) resolutions of the Board of Directors or other governing body of such Loan Party
authorizing the execution, delivery and performance of each Loan Document to which it is a party, and (iv) the names and true signatures of the incumbent officers of each Loan Party authorized to sign the Loan Documents to which it is a party,
and (in the case of the Borrowers) authorized to request a Borrowing or the issuance of a Letter of Credit under the Credit Agreement. 

  

	12.	Good Standing Certificate for each Loan Party from the Secretary of State of the jurisdiction of its organization, to the extent generally available in such
jurisdiction. 

 E. OPINION 

 

	13.	Opinion of Reed Smith LLP, counsel for the Loan Parties. 

 F. CLOSING CERTIFICATE AND MISCELLANEOUS 
  

	14.	A Certificate signed by the President, a Vice President or a Financial Officer of the Borrowers certifying the following: (i) all of the representations and
warranties of the Borrowers set forth in the Credit Agreement are true and correct, (ii) no Default has occurred and is then continuing and (iii) after giving effect to the Transactions, the Loan Parties, taken as a whole, are solvent and
will be solvent subsequent to incurring the Indebtedness in connection with the Transactions. 

  

	15.	Payoff documentation providing evidence to the Administrative Agent that the credit facility evidenced by the Existing Credit Agreement shall have been terminated and
cancelled and all indebtedness thereunder shall have been fully repaid (except to the extent being so repaid with Loans made on the Effective Date) and any and all liens thereunder shall have been terminated. 


G. POST-CLOSING DOCUMENT 
  

	16.	Post-filing UCC search reports confirming that each of the UCC financing statements naming each Loan Party as debtor and the Administrative Agent as secured party is
filed with the appropriate offices in applicable jurisdictions. 


  
 3 








 EXHIBIT E 
 TO CREDIT AGREEMENT 
 FORM OF COMPLIANCE CERTIFICATE 

 

	To:	The Lenders party to the Credit Agreement described below 

 This Compliance Certificate (this “Certificate”) is furnished pursuant to that certain Credit Agreement dated as of
[                    ], 2012 (as amended, supplemented or otherwise modified from time to time, the “Agreement”) 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 Delaware limited liability company
(“Bel Canto”), The Chefs’ Warehouse West Coast, LLC, a Delaware limited liability company (“CWWC”), The Chefs’ Warehouse of Florida, LLC, a Delaware limited liability company (“CWF” and
together with Dairyland, CW Mid-Atlantic, Bel Canto and CWWC, the “Borrowers”), The Chefs’ Warehouse, Inc., a Delaware corporation (a “Guarantor” and the “Borrower Representative”), the other
Loan Parties party thereto from time to time, the Lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders and as the Issuing Bank. Unless otherwise defined herein, capitalized terms used in this
Certificate have the meanings ascribed thereto in the Agreement. 
 THE UNDERSIGNED HEREBY CERTIFIES, SOLELY IN THE
UNDERSIGNED’S CAPACITY AS AN AUTHORIZED OFFICER OF THE BORROWER REPRESENTATIVE AND NOT IN THE UNDERSIGNED’S INDIVIDUAL CAPACITY, ON BEHALF OF THE BORROWERS, THAT: 
 1. I am the duly elected                          of the Borrower Representative.

 2. I have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a detailed
review of the transactions and conditions of the Borrower Representative and its Subsidiaries during the accounting period covered by the attached financial statements, and such financial statements present fairly in all material respects the
financial condition and results of operations of the Borrower Representative and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of
footnotes. 
 3. [No Default has occurred as of the date of this Certificate.]/[A Default has occurred as of the date of this
Certificate, and set forth below are the details thereof and any action taken or proposed to be taken with respect thereto.] 

4. [No change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in
Section 3.04 of the Agreement.]/[There has been a change in GAAP or in the application thereof since the date of the audited financial statements referred to in Section 3.04 of the Agreement, and set forth below is the effect
of such change on the financial statements accompanying this Certificate.] 
 5. Schedule I attached hereto sets
forth reasonably detailed calculations demonstrating compliance with Section 6.13 of the Agreement. 
 [Signature
Page Follows] 







 The foregoing certifications, together with the computations set forth on
Schedule I and the financial statements delivered with this Certificate in support hereof, are made and delivered this day of
                        ,         . 

 

			
	THE CHEFS’ WAREHOUSE, INC., as
	Borrower Representative
		
	By:	 	  

		 	Name:
		 	Title:









 SCHEDULE I 
 Compliance as of the fiscal quarter ending                         ,
201    . 
  

											
	1.	  	EBITDA (for the 12-month period then ended): (i) + (ii) – (iii) =	  	$	[            ,            ,  
          	] 
				
		  	(i)	  	Net Income:	  	$	[            ,            ,  
          	] 
				
		  	(ii)	  	Without duplication and to the extent deducted in determining Net Income:	  			
					
		  		  	(a)	  	Interest Expense:	  	$	[            ,            ,  
          	] 
					
		  		  	(b)	  	income tax expense net of tax refunds:	  	$	[            ,            ,  
          	] 
					
		  		  	(c)	  	depreciation and amortization expense:	  	$	[            ,            ,  
          	] 
					
		  		  	(d)	  	extraordinary non-cash charges:	  	$	[            ,            ,  
          	] 
					
		  		  	(e)	  	other non-cash charges[  ]:	  	$	[            ,            ,  
          	] 
					
		  		  	(f)	  	non-recurring fees, cash charges and other cash expenses made or incurred in connection with a completed Permitted Acquisition, in an aggregate amount not to exceed $2,500,000
for any such Permitted Acquisition:	  	$	[            ,            ,  
          	] 
					
		  		  	(g)	  	non-recurring cash charges related to workers’ compensation claims in an amount not to exceed $250,000 per Fiscal Year:	  	$	[            ,            ,  
          	] 
					
		  		  	(h)	  	non-recurring fees, cash charges and other cash expenses, in an aggregate amount not to exceed $1,000,000 for any period of four (4) consecutive fiscal quarters	  	$	[            ,            ,  
          	] 
			
		  	Total of (ii)(a) through (h):	  	$	[            ,            ,  
          	] 
				
		  	(iii)	  	without duplication, and to the extent included in Net Income, any extraordinary gains and any non-cash items of income:	  	$	[            ,            ,  
          	] 
			
	2.	  	Fixed Charges (for the 12-month period then ended): (i) + (ii) + (iii) + (iv) + (v) + (vi) + (vii) =	  	$	[            ,            ,  
          	] 
				
		  	(i)	  	cash Interest Expense:	  	$	[            ,            ,  
          	] 
				
		  	(ii)	  	prepayments (other than mandatory Excess Cash Flow prepayments) and scheduled principal payments on Indebtedness actually paid:	  	$	[            ,            ,  
          	] 
				
		  	(iii)	  	expense for taxes paid in cash:	  	$	[            ,            ,  
          	] 
				
		  	(iv)	  	dividends or distributions paid in cash:	  	$	[            ,            ,  
          	] 









											
		  	(v)	  	Capital Lease Obligation payments:	  	$	[            ,            ,  
          	] 
				
		  	(vi)	  	cash payments (excluding cash payments financed solely with the proceeds of issuances of equity by Holdings) made in connection with any earn-out obligation relating
to any acquisition, divestiture, merger or similar transaction that are not accounted for or reflected in the consolidated statements of operations of Holdings and its Subsidiaries:	  	$	[            ,            ,  
          	] 
				
		  	(vii)	  	any payments made in respect of the sinking fund requirement under the New Markets Tax Credit Financing	  	$	[            ,            ,  
          	] 
			
	3.	  	Fixed Charge Coverage Ratio (for the 12-month period then ended): ((i) - (ii)) / (iii) =	  			
				
		  	(i)	  	EBITDA:	  	$	[            ,            ,  
          	] 
				
		  	(ii)	  	the unfinanced portion of Capital Expenditures:	  	$	[            ,            ,  
          	] 
				
		  	(iii)	  	Fixed Charges:	  	$	[            ,            ,  
          	] 
			
		  		  	Actual:   .        :1.00        	  
			
		  		  	Required Minimum Fixed Charge Cover Ratio: 1.25:1.00             	  
			
	4.	  	Leverage Ratio (for the 12-month period then ended): (i)/(ii) =	  			
				
		  	(i)	  	Total Indebtedness:	  	$	[            ,            ,  
          	] 
				
		  	(ii)	  	EBITDA:	  	$	[            ,            ,  
          	] 
				
		  		  		  	Actual:
  .        :1.00             	  
				
		  		  		  	Permitted Maximum Leverage Ratio:
  .        :1.00             	  








 EXHIBIT F 
 TO CREDIT AGREEMENT 
 JOINDER AGREEMENT 

THIS JOINDER AGREEMENT (this “Agreement”), dated as of
                    ,     , 201    ,    is entered into between
                                        , a (the
“New Subsidiary”) and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent (the “Administrative Agent”) under that certain Credit Agreement dated as of
[                    ], 2012 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) 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 Delaware limited
liability company (“Bel Canto”), The Chefs’ Warehouse West Coast, LLC, a Delaware limited liability company (“CWWC”), The Chefs’ Warehouse of Florida, LLC, a Delaware limited liability company
(“CWF” and together with Dairyland, CW Mid-Atlantic, Bel Canto and CWWC, the “Borrowers”), the other Loan Parties party thereto from time to time, the Lenders party thereto from time to time and the Administrative
Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Credit Agreement. 
 The New Subsidiary and the Administrative Agent, for the benefit of the Lenders and other holders of Secured Obligations, hereby agree as follows: 

1. The New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the New Subsidiary will be
deemed to be a Loan Party under the Credit Agreement and a “Loan Guarantor” for all purposes of the Credit Agreement and shall have all of the obligations of a Loan Party and a Loan Guarantor thereunder as if it had executed the Credit
Agreement. The New Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Credit Agreement, including without limitation (a) all of the representations and
warranties of the Loan Parties set forth in Article III of the Credit Agreement, (b) all of the covenants set forth in Articles V and VI of the Credit Agreement and (c) all of the guaranty obligations set
forth in Article X of the Credit Agreement. Without limiting the generality of the foregoing terms of this paragraph 1, the New Subsidiary, subject to the limitations set forth in Section 10.10 of the Credit Agreement,
hereby guarantees, jointly and severally with the other Loan Guarantors, to the Administrative Agent and the Lenders, as provided in Article X of the Credit Agreement, the prompt payment and performance of the Guaranteed Obligations in
full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof and agrees that if any of the Guaranteed Obligations are not paid or performed in full when due
(whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), the New Subsidiary will, jointly and severally together with the other Loan Guarantors, promptly pay and perform the same, without any demand or notice
whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or
otherwise) in accordance with the terms of such extension or renewal. 
 2. The New Subsidiary hereby (i) agrees that this
Agreement may be attached to the Pledge and Security Agreement, (ii) agrees that the undersigned will comply with all the terms and conditions of the Pledge and Security Agreement as if it were an original signatory thereto, (iii) grants
to Administrative Agent, on behalf of and for the ratable benefit of the Lenders, a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the Pledge and Security
Agreement) of the undersigned, in each case whether now or hereafter existing or in which 







 
the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to Administrative Agent supplements to all schedules attached to the Pledge
and Security Agreement; provided, that with respect to such supplements, any applicable schedule that relates solely to the Effective Date shall be deemed to be as of the date of this Agreement. All such Collateral shall be deemed to be part
of the “Collateral” and hereafter subject to each of the terms and conditions of the Pledge and Security Agreement. 

3. If required, the New Subsidiary is, simultaneously with the execution of this Agreement, delivering such additional Collateral
Documents (and such other documents and instruments) as requested by the Administrative Agent in accordance with the Credit Agreement. 
 4. The address of the New Subsidiary for purposes of Section 9.01 of the Credit Agreement is as follows: 
  

					
		  	  
	  	
		  	  
	  	
		  	  
	  	
		  	  
	  	

 5. The New Subsidiary hereby waives acceptance by the Administrative Agent and the Lenders of the
guaranty by the New Subsidiary upon the execution of this Agreement by the New Subsidiary. 
 6. This Agreement may be executed
in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. 
 7. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 

[Signature Page Follows] 







 IN WITNESS WHEREOF, the New Subsidiary has caused this Agreement to be duly executed by its
authorized officer, and the Administrative Agent, for the benefit of the Lenders, has caused the same to be accepted by its authorized officer, as of the day and year first above written. 

 

			
	[NEW SUBSIDIARY]
		
	By:	 	  

		 	Name:
		 	Title:
	
	Acknowledged and accepted:
	
	JPMORGAN CHASE BANK, N.A., as Administrative Agent
		
	By:	 	  

		 	Name:
		 	Title:









 EXHIBIT G-1 
 TO CREDIT AGREEMENT 
 FORM OF U.S. TAX CERTIFICATE 

(For Non-U.S. [Lenders] [Participants] That Are Not Partnerships For U.S. Federal Income Tax Purposes) 

Reference is hereby made to the Credit Agreement dated as of
[                    ], 2012 (as it may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”)
among The Chefs’ Warehouse, Inc., a Delaware corporation (“Borrower Representative”), 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 Delaware limited liability company (“Bel Canto”), The Chefs’ Warehouse West Coast, LLC, a Delaware limited liability company
(“CWWC”), The Chefs’ Warehouse of Florida, LLC, a Delaware limited liability company (“CWF” and together with Dairyland, CW Mid-Atlantic, Bel Canto and CWWC, the “Borrowers”), the other Loan
Parties party thereto from time to time, each lender from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. 
 Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the [Loan(s) (as well as any
Note(s) evidencing such Loan(s))] [participation] in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of any
Borrower within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code and (v) the interest payments in question
are not effectively connected with the undersigned’s conduct of a U.S. trade or business. 
 The undersigned has
furnished [the Administrative Agent and the Borrower Representative] [its participating Lender] with a certificate of its non-U.S. person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the
information provided on this certificate changes, the undersigned shall promptly so inform [the Borrower Representative and the Administrative Agent] [such Lender] and (2) the undersigned shall have at all times furnished [the Borrower
Representative and the Administrative Agent] [such Lender] with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years
preceding such payments. 
 Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have
the meanings given to them in the Credit Agreement. 
 [NAME OF LENDER OR PARTICIPANT] 

 

			
	 By:
	 	  

		 	 Name:

		 	 Title:


 Date:
                         , 201     







 EXHIBIT G-2 
 TO CREDIT AGREEMENT 
 FORM OF U.S. TAX CERTIFICATE 

(For Non-U.S. [Lenders] [Participants] That Are Partnerships For U.S. Federal Income Tax Purposes) 

Reference is hereby made to the Credit Agreement dated as of
[                    ], 2012 (as it may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”)
among The Chefs’ Warehouse, Inc., a Delaware corporation (“Borrower Representative”), 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 Delaware limited liability company (“Bel Canto”), The Chefs’ Warehouse West Coast, LLC, a Delaware limited liability company
(“CWWC”), The Chefs’ Warehouse of Florida, LLC, a Delaware limited liability company (“CWF” and together with Dairyland, CW Mid-Atlantic, Bel Canto and CWWC, the “Borrowers”), the other Loan
Parties party thereto from time to time, each lender from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. 
 Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the [Loan(s) (as well as any Note(s)
evidencing such Loan(s))] [participation] in respect of which it is providing this certificate, (ii) its partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect
to the extension of credit pursuant to this Credit Agreement, neither the undersigned nor any of its partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the
meaning of Section 881(c)(3)(A) of the Code, (iv) none of its partners/members is a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its partners/members is a controlled
foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) the interest payments in question are not effectively connected with the undersigned’s or its partners/members’ conduct of a
U.S. trade or business. 
 The undersigned has furnished [the Administrative Agent and the Borrower Representative] [its
participating Lender] with IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of its partners/members claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the
information provided on this certificate changes, the undersigned shall promptly so inform [the Borrower Representative and the Administrative Agent] [such Lender] and (2) the undersigned shall have at all times furnished [the Borrower
Representative and the Administrative Agent] [such Lender] with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years
preceding such payments. 
 Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have
the meanings given to them in the Credit Agreement. 
 [NAME OF LENDER OR PARTICIPANT] 

 

			
	By:	 	  

		 	Name:
		 	Title:

 Date:
                         , 201