EX-10.33



 Exhibit 10.33 
 EXECUTION COPY 
 AMENDMENT NO. 3 

Dated as of November 30, 2012 
 to 
 CREDIT AGREEMENT 

Dated as of April 25, 2012 
 THIS AMENDMENT NO. 3 (this “Amendment”) is made as of November 30, 2012 by and among Dairyland USA Corporation, a New York corporation (“Dairyland”), The Chefs’
Warehouse Mid-Atlantic, LLC, a Delaware limited liability company (“CW Mid-Atlantic”), Bel Canto Foods, LLC, a New York limited liability company (“Bel Canto”), The Chefs’ Warehouse West Coast, LLC, a Delaware
limited liability company (“CW West Coast”), and The Chefs’ Warehouse of Florida, LLC, a Delaware limited liability company (“CW Florida” and, together with Dairyland, CW Mid-Atlantic, Bel Canto and CW West
Coast, the “Borrowers”), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), under that certain Credit Agreement dated
as of April 25, 2012 by and among the Borrowers, the other Loan Parties party thereto, the Lenders and the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement. 
 WHEREAS, the Borrowers have requested that the requisite Lenders and the Administrative Agent agree to certain amendments to the Credit Agreement; 

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

1. Amendments to the Credit Agreement. Effective as of the date of satisfaction of the conditions precedent set forth in
Section 2 below, the parties hereto agree that the reference to “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” appearing in Section 6.08(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 

“(iv) the Loan Parties and their Subsidiaries may make Restricted Payments payable solely in the form of their Equity
Interests pursuant to and in accordance with employment agreements, bonus plans, stock option plans, or other benefit plans for existing, new and former management, directors, employees and consultants of the Loan Parties and their Subsidiaries and
(v) 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 (v) during any Fiscal Year does not exceed $1,000,000”








 2. Conditions of Effectiveness. The effectiveness of this Amendment is subject to the
conditions precedent that (i) the Administrative Agent shall have received counterparts of this Amendment duly executed by the Borrowers, the Required Lenders and the Administrative Agent, (ii) the Administrative Agent shall have received
counterparts of the Consent and Reaffirmation attached as Exhibit A hereto duly executed by the Loan Guarantors and (iii) the Administrative Agent shall have received payment and/or reimbursement of the Administrative Agent’s and
its affiliates’ fees and expenses (including, to the extent invoiced in an invoice dated on or prior to the date hereof, fees and expenses of counsel for the Administrative Agent) in connection with this Amendment. 

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

(a) This Amendment and the Credit Agreement as modified hereby constitute legal, valid and binding obligations of such Borrower and are
enforceable against such Borrower in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity,
regardless of whether considered in a proceeding in equity or at law. 
 (b) As of the date hereof and after giving effect to
the terms of this Amendment, (i) no Default has occurred and is continuing and (ii) the representations and warranties of the Loan Parties set forth in the Credit Agreement, as amended hereby, are true and correct in all material respects
(it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such specified date). 

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

 (b) Each Loan Document and all other documents, instruments and agreements executed and/or delivered in connection therewith
shall remain in full force and effect and are hereby ratified and confirmed. 
 (c) Except with respect to the subject matter
hereof, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Credit Agreement, the Loan
Documents or any other documents, instruments and agreements executed and/or delivered in connection therewith. 
 5.
Governing Law. This Amendment shall be construed in accordance with and governed by the law of the State of New York. 

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

  
 2 








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

  
 3 








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

			
	DAIRYLAND USA CORPORATION
		
	By:	 	 /s/ John D. Austin

	Name:	 	John D. Austin
	Title:	 	CFO
	
	THE CHEFS’ WAREHOUSE MID-ATLANTIC, LLC
		
	By:	 	 /s/ John D. Austin

	Name:	 	John D. Austin
	Title:	 	CFO
	
	BEL CANTO FOODS, LLC
		
	By:	 	 /s/ John D. Austin

	Name:	 	John D. Austin
	Title:	 	CFO
	
	THE CHEFS’ WAREHOUSE WEST COAST, LLC
		
	By:	 	 /s/ John D. Austin

	Name:	 	John D. Austin
	Title:	 	CFO
	
	THE CHEFS’ WAREHOUSE OF FLORIDA, LLC
		
	By:	 	 /s/ John D. Austin

	Name:	 	John D. Austin
	Title:	 	CFO



  
 Signature Page
to Amendment No. 3 to 
 Credit Agreement dated as of April 25, 2012 

The Chefs’ Warehouse, Inc. et al 








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

	Name:	 	Patricia T. Stone
	Title:	 	Authorized Officer



  
 Signature Page
to Amendment No. 3 to 
 Credit Agreement dated as of April 25, 2012 

The Chefs’ Warehouse, Inc. et al 








 
			
	GE CAPITAL BANK, formerly known as GE CAPITAL FINANCIAL INC.,
	as a Lender
		
	By:	 	 /s/ Heather-Leigh Glade

	Name:	 	Heather-Leigh Glade
	Title:	 	Duly Authorized Signatory



  
 Signature Page
to Amendment No. 3 to 
 Credit Agreement dated as of April 25, 2012 

The Chefs’ Warehouse, Inc. et al 








 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	as a Lender
		
	By:	 	 /s/ Karen F. Booth

	Name:	 	Karen F. Booth
	Title:	 	Senior Vice President



  
 Signature Page
to Amendment No. 3 to 
 Credit Agreement dated as of April 25, 2012 

The Chefs’ Warehouse, Inc. et al 








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

	Name:	 	Philip Langheim
	Title:	 	Managing Director



  
 Signature Page
to Amendment No. 3 to 
 Credit Agreement dated as of April 25, 2012 

The Chefs’ Warehouse, Inc. et al 








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

	Name:	 	Kenneth M. Blackwell
	Title:	 	Senior Vice President



  
 Signature Page
to Amendment No. 3 to 
 Credit Agreement dated as of April 25, 2012 

The Chefs’ Warehouse, Inc. et al 








 EXHIBIT A 
 Consent and Reaffirmation 
 Each of the undersigned hereby acknowledges
receipt of a copy of the foregoing Amendment No. 3 to Credit Agreement with respect to that certain Credit Agreement dated as of November 30, 2012 (as the same may be amended, restated, supplemented or otherwise modified from time to time,
the “Credit Agreement”) by and among Dairyland USA Corporation, a New York corporation (“Dairyland”), The Chefs’ Warehouse Mid-Atlantic, LLC, a Delaware limited liability company (“CW
Mid-Atlantic”), Bel Canto Foods, LLC, a New York limited liability company (“Bel Canto”), The Chefs’ Warehouse West Coast, LLC, a Delaware limited liability company (“CW West Coast”), and The
Chefs’ Warehouse of Florida, LLC, a Delaware limited liability company (“CW Florida” and, together with Dairyland, CW Mid-Atlantic, Bel Canto and CW West Coast the “Borrowers”), the other Loan Parties party
thereto, the Lenders and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), which Amendment No. 3 to Credit Agreement is dated as of November 30, 2012 and is by and among the Borrowers, the
financial institutions listed on the signature pages thereof and the Administrative Agent (the “Amendment”). Capitalized terms used in this Consent and Reaffirmation and not defined herein shall have the meanings given to them in
the Credit Agreement. Without in any way establishing a course of dealing by the Administrative Agent or any Lender, each of the undersigned consents to the Amendment and reaffirms the terms and conditions of the Loan Guaranty and any other Loan
Document executed by it and acknowledges and agrees that the Loan Guaranty and each and every such Loan Document executed by the undersigned in connection with the Credit Agreement remains in full force and effect and is hereby reaffirmed, ratified
and confirmed. All references to the Credit Agreement contained in the above-referenced documents shall be a reference to the Credit Agreement as so modified by the Amendment and as the same may from time to time hereafter be amended, modified or
restated. 
 Dated November 30, 2012 
 [Signature Page Follows] 







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

			
	DAIRYLAND USA CORPORATION
		
	By:	 	 /s/ John D. Austin

	Name:	 	John D. Austin
	Title:	 	CFO
	
	THE CHEFS’ WAREHOUSE MID-ATLANTIC, LLC
		
	By:	 	 /s/ John D. Austin

	Name:	 	John D. Austin
	Title:	 	CFO
	
	BEL CANTO FOODS, LLC
		
	By:	 	 /s/ John D. Austin

	Name:	 	John D. Austin
	Title:	 	CFO
	
	THE CHEFS’ WAREHOUSE WEST COAST, LLC
		
	By:	 	 /s/ John D. Austin

	Name:	 	John D. Austin
	Title:	 	CFO
	
	THE CHEFS’ WAREHOUSE OF FLORIDA, LLC
		
	By:	 	 /s/ John D. Austin

	Name:	 	John D. Austin
	Title:	 	CFO



  
 Signature Page
to Consent and Reaffirmation to Amendment No. 3 to 
 Credit Agreement dated as of April 25, 2012 

The Chefs’ Warehouse, Inc. et al 








 
			
	THE CHEFS’ WAREHOUSE, INC.
		
	By:	 	 /s/ John D. Austin

	Name:	 	John D. Austin
	Title:	 	CFO
	
	CHEFS’ WAREHOUSE PARENT, LLC
		
	By:	 	 /s/ John D. Austin

	Name:	 	John D. Austin
	Title:	 	CFO
	
	MICHAEL’S FINER MEATS, LLC
		
	By:	 	 /s/ John D. Austin

	Name:	 	John D. Austin
	Title:	 	CFO
	
	MICHAEL’S FINER MEATS HOLDINGS, LLC
		
	By:	 	 /s/ John D. Austin

	Name:	 	John D. Austin
	Title:	 	CFO



  
 Signature Page
to Consent and Reaffirmation to Amendment No. 3 to 
 Credit Agreement dated as of April 25, 2012 

The Chefs’ Warehouse, Inc. et al