The Chef’s Warehouse 8-K


Exhibit 10.1


 


EXECUTION COPY


AMENDMENT NO. 3


Dated as of December 3, 2014


to


AMENDED AND RESTATED CREDIT AGREEMENT


THIS AMENDMENT NO.
3 (this “Amendment”) is made as of December 3, 2014 by and among Dairyland USA Corporation, a New York corporation
(“Dairyland”), The Chefs’ Warehouse Mid-Atlantic, LLC, a Delaware limited liability company (“CW
Mid-Atlantic”), Bel Canto Foods, LLC, a New York limited liability company (“Bel Canto”), The Chefs’
Warehouse West Coast, LLC, a Delaware limited liability company (“CW West Coast”), and The Chefs’ Warehouse
of Florida, LLC, a Delaware limited liability company (“CW Florida” and, together with Dairyland, CW Mid-Atlantic,
Bel Canto and CW West Coast, the “Borrowers”), the financial institutions listed on the signature pages hereof
and JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) and as
Collateral Agent (in such capacity, the “Collateral Agent”), under that certain Amended and Restated Credit
Agreement dated as of April 25, 2012, as amended and restated as of April 17, 2013, by and among the Borrowers, the other Loan
Parties party thereto, the Lenders, the Administrative Agent and the Collateral Agent (as amended, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined
herein shall have the respective meanings given to them in the Credit Agreement.


WHEREAS, the Borrowers
have requested that the Required Lenders and the Administrative Agent agree to certain amendments to the Credit Agreement; and


WHEREAS, the Borrowers,
the Lenders party hereto and the Administrative Agent have so agreed on the terms and conditions set forth herein;


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


1.


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


(a)


The definition
of “Fixed Charge Coverage Ratio” appearing in Section 1.01 of the Credit Agreement is amended to delete
the reference to “minus the unfinanced portion of Capital Expenditures” appearing in clause (a) thereof.


(b)


Section
1.01 of the Credit Agreement is amended to add the following new definitions thereto in the appropriate alphabetical order:







    	



    	 



    

 


“Specified
Las Vegas Property” means the 11.25 gross acres of raw land located between Hinson Street and Sobb Avenue just west
of Post Road (APN: 162-31-701-019, 020, 021, 022, 023, 028, 029, 030 & 031) within the County of Clark, State of Nevada 89113.


 


“Specified
Las Vegas Transaction” means the sale-leaseback transaction, to be consummated on or prior to December 31, 2015, pursuant
to which CW LV Real Estate conveys the Specified Las Vegas Property to any Person and thereafter rents or leases the Specified
Las Vegas Property from such Person, in each case, on an arm’s-length basis.


 


(c)


Section
6.01(l) of the Credit Agreement is amended to add the phrase “prior to the consummation of the Specified Las Vegas Transaction,”
at the beginning thereof.


(d)


Section
6.02(p) of the Credit Agreement is amended to add the phrase “prior to the consummation of the Specified Las Vegas Transaction,”
at the beginning thereof.


(e)


Section
6.05(h) of the Credit Agreement is amended to replace the figure “$1,000,000” set forth in the proviso therein
with the figure “$5,000,000”.


(f)


Section
6.06 of the Credit Agreement is amended and restated to read as follows:


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 (a) 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 or (b) made pursuant to the Specified Las Vegas Transaction.


(g)


Section
6.13(a) of the Credit Agreement is amended and restated to read as follows:


(a)


Fixed
Charge Coverage Ratio. The Loan Parties will not permit the Fixed Charge Coverage Ratio, determined for any period of four
(4) consecutive Fiscal Quarters ending on any date during any period set forth below, to be less than the ratio set forth below
opposite such period:


	Period	Ratio
	Restatement Effective
    Date through June 30, 2014	1.15:1:00
	December 31, 2014
    through December 31, 2015	1.50:1:00
	March 31, 2016 and
    thereafter	1.75:1.00


 


(h)


Section
6.13(b) of the Credit Agreement is amended to (i) replace the date “December 31, 2014” set forth therein with
the date “June 30, 2015” and (ii) replace the date “March 31, 2015” set forth therein with the date “September
30, 2015”.




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(i)


Section
6.13 of the Credit Agreement is amended to (x) re-designate clause (c) thereof as clause (d) thereof and (y) insert the following
as new clause (c) thereof:


(c)


Capital
Expenditures. (i) The Loan Parties will not, nor will they permit any Subsidiary to, incur or make any Capital Expenditures
in the aggregate during any Fiscal Year set forth below in an amount exceeding the amount set forth opposite such Fiscal Year:


	Fiscal
    Year	Maximum
    Capital Expenditures
	2015	$15,000,000
	2016 and thereafter	$10,000,000
	 	 


(ii) The amount
of any Capital Expenditures permitted to be made in respect of any Fiscal Year shall be increased by the unused amount of Capital
Expenditures that were permitted to be made during the immediately preceding Fiscal Year pursuant to Section 6.13(c)(i), without
giving effect to any carryover amount. Capital Expenditures in any Fiscal Year shall be deemed to use first, the amount for such
Fiscal Year set forth in Section 6.13(c)(i) and, second, any amount carried forward to such Fiscal Year pursuant to this Section
6.13(c)(ii).


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, (iii) the Administrative Agent shall have received from the Borrowers, on behalf
of each Lender signatory hereto that delivers its executed signature page to this Amendment by no later than the date and time
specified by the Administrative Agent, an upfront fee in an amount equal to 0.20% of the sum of (x) such Lender’s Revolving
Commitment immediately prior to the effectiveness of this Amendment plus (y) the aggregate principal amount of such Lender’s
Term Loans outstanding immediately prior to the effectiveness of this Amendment, (iv) the Administrative Agent shall have received
an executed and effective amendment to the Prudential Note Agreement, which amendment shall be substantially in the form set forth
on Exhibit B hereto, and (v) 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, reasonable documented out-of-pocket 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 amended hereby constitute legal, valid and binding obligations of such Borrower and are enforceable
against such Borrower in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium
or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered
in a proceeding in equity or at law.


(b)


As of the
date hereof and after giving effect to the terms of this Amendment, (i) no Default has occurred and is continuing and (ii) the
representations and warranties of the Loan Parties set forth in the Credit Agreement, as amended hereby, are true and correct
in all material respects (it being understood and agreed that any representation or warranty which by its terms is made as of
a specified date shall be required to be true and correct only as of such specified date).







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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.


(d)


This Amendment
is a “Loan Document” under (and as defined in) the Credit Agreement.


5.


Release of Claims.


(a)


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


6.


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


7.


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


8.


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




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9.


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


[Signature Pages Follow]


 




    	5



    	 



    

 


 


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:	Chief Financial Officer
	 	 	 	 
	 	 	 	 
	 	 	THE CHEFS’
    WAREHOUSE MID-ATLANTIC, LLC
	 	 	 	 
	 	 	 	 
	 	 	By:	/s/
    John D. Austin
	 	 	Name:	John D. Austin
	 	 	Title:	Chief Financial Officer
	 	 	 	 
	 	 	 	 
	 	 	BEL CANTO FOODS,
    LLC
	 	 	 	 
	 	 	 	 
	 	 	By:	 /s/
    John D. Austin
	 	 	Name:	 John D. Austin
	 	 	Title:	Chief Financial Officer
	 	 	 	 
	 	 	 	 
	 	 	THE CHEFS’
    WAREHOUSE WEST COAST, LLC
	 	 	 	 
	 	 	 	 
	 	 	By:	/s/
    John D. Austin
	 	 	Name:	 John D. Austin
	 	 	Title:	Chief Financial Officer
	 	 	 	 
	 	 	 	 
	 	 	THE CHEFS’
    WAREHOUSE OF FLORIDA, LLC
	 	 	 	 
	 	 	 	 
	 	 	By:	/s/ John D. Austin
	 	 	Name:	 John
    D. Austin
	 	 	Title:	Chief Financial Officer
	 	 	 	 



 


 





Signature Page to Amendment No. 3 to


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


The Chefs’ Warehouse, Inc. et al


 








    	 



    	 



    




 


	 	 	 	 
	 	 	 	 
	 	 	JPMORGAN CHASE
    BANK, N.A.,
	 	 	individually
    as a Lender, as the Swingline Lender, as the Issuing Bank, as Administrative Agent and as Collateral Agent
	 	 	 	 
	 	 	 	 
	 	 	By:	/s/
    Diane Bredehoft
	 	 	Name:	Diane Bredehoft
	 	 	Title:	Authorized Officer
	 	 	 	 





 


 





Signature Page to Amendment No. 3 to


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


The Chefs’ Warehouse, Inc. et al












    	 



    	 



    

 





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

                                                                                as
                                         a Lender

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





 





Signature Page to Amendment No. 3 to


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


The Chefs’ Warehouse, Inc. et al




 













    	 



    	 



    

 





	 	 	 	 
	 	 	 	 
	 	 	WELLS FARGO
    BANK, NATIONAL ASSOCIATION
	 	 	as
                                         a Lender

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


 


 





Signature Page to Amendment No. 3 to


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


The Chefs’ Warehouse, Inc. et al







 




    	 



    	 



    

 


	 	 	 	 
	 	 	 	 
	 	 	BMO HARRIS
    FINANCING, INC.,
	 	 	as
                                         a Lender

	 	 	 	 
	 	 	 	 
	 	 	By:	/s/
    Joan Spiotto Murphy
	 	 	Name:	Joan Spiotto Murphy
	 	 	Title:	Vice President
	 	 	 	 








 





Signature Page to Amendment No. 3 to


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


The Chefs’ Warehouse, Inc. et al


 









    	 



    	 



    

 





	 	 	 	 
	 	 	 	 
	 	 	BRANCH BANKING
    AND TRUST COMPANY,
	 	 	as
                                         a Lender

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





 





Signature Page to Amendment No. 3 to


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


The Chefs’ Warehouse, Inc. et al









    	 



    	 



    

 


EXHIBIT A


Consent and Reaffirmation


Each of the undersigned
hereby acknowledges receipt of a copy of the foregoing Amendment No. 3 to Amended and Restated Credit Agreement with respect to
that certain Amended and Restated Credit Agreement dated as of April 25, 2012, as amended and restated as of April 17, 2013 (as
the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”),
by and among Dairyland USA Corporation, a New York corporation (“Dairyland”), The Chefs’ Warehouse Mid-Atlantic,
LLC, a Delaware limited liability company (“CW Mid-Atlantic”), Bel Canto Foods, LLC, a New York limited liability
company (“Bel Canto”), The Chefs’ Warehouse West Coast, LLC, a Delaware limited liability company (“CW
West Coast”), and The Chefs’ Warehouse of Florida, LLC, a Delaware limited liability company (“CW Florida”
and, together with Dairyland, CW Mid-Atlantic, Bel Canto and CW West Coast, the “Borrowers”), the other Loan
Parties party thereto, the Lenders and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”),
which Amendment No. 3 to Amended and Restated Credit Agreement is dated as of November 4, 2014 and is by and among the Borrowers,
the financial institutions listed on the signature pages thereof and the Administrative Agent (the “Amendment”).
Capitalized terms used in this Consent and Reaffirmation and not defined herein shall have the meanings given to them in the Credit
Agreement.


Without in any way
establishing a course of dealing by the Administrative Agent, the Collateral Agent or any Lender, each of the undersigned consents
to the Amendment and reaffirms the terms and conditions of the Loan Guaranty and any other Loan Document executed by it and acknowledges
and agrees that the Loan Guaranty and each and every such Loan Document executed by the undersigned in connection with the Credit
Agreement remains in full force and effect and is hereby reaffirmed, ratified and confirmed. All references to the Credit Agreement
contained in the above-referenced documents shall be a reference to the Credit Agreement as so modified by the Amendment and
as the same may from time to time hereafter be amended, modified or restated.


 


Dated December 3, 2014


[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:	Chief Financial Officer
	 	 	 	 
	 	 	 	 
	 	 	THE CHEFS’
    WAREHOUSE MID-ATLANTIC, LLC
	 	 	 	 
	 	 	 	 
	 	 	By:	/s/
    John D. Austin
	 	 	Name:	John D. Austin
	 	 	Title:	Chief Financial Officer
	 	 	 	
	 	 	 	 
	 	 	BEL CANTO FOODS,
    LLC
	 	 	 	 
	 	 	 	 
	 	 	By:	/s/
    John D. Austin
	 	 	Name:	John D. Austin
	 	 	Title:	Chief Financial Officer
	 	 	 	 
	 	 	 	 
	 	 	THE CHEFS’
    WAREHOUSE WEST COAST, LLC
	 	 	 	 
	 	 	 	 
	 	 	By:	/s/
    John D. Austin
	 	 	Name:	John D. Austin
	 	 	Title:	Chief Financial Officer
	 	 	 	 
	 	 	 	 
	 	 	THE CHEFS’
    WAREHOUSE OF FLORIDA, LLC
	 	 	 	 
	 	 	 	 
	 	 	By:	/s/ John D. Austin
	 	 	Name:	John
    D. Austin
	 	 	Title:	Chief Financial Officer
	 	 	 	 





 





Signature Page to Consent and Reaffirmation
to Amendment No. 3 to


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


The Chefs’ Warehouse, Inc. et al







 




    	 



    	 



    

 

	 	 	THE CHEFS’
    WAREHOUSE, INC.
	 	 	 
	 	 	
	 	 		
	 	 	By:	/s/
    John D. Austin
	 	 	Name:	John D. Austin
	 	 	Title:	Chief Financial Officer
	 	 	 	 
	 	 	 	 
	 	 	CHEFS’
    WAREHOUSE PARENT, LLC
	 	 	 	 
	 	 	 	 
	 	 	By:	/s/
    John D. Austin
	 	 	Name:	John D. Austin
	 	 	Title:	Chief Financial Officer
	 	 	 	 
	 	 	 	 
	 	 	MICHAEL’S
    FINER MEATS, LLC
	 	 	 	 
	 	 	 	 
	 	 	By:	/s/
    John D. Austin
	 	 	Name:	John D. Austin
	 	 	Title:	Chief Financial Officer
	 	 	 	 
	 	 	 	 
	 	 	MICHAEL’S
    FINER MEATS HOLDINGS, LLC
	 	 	 	 
	 	 	 	 
	 	 	By:	/s/
    John D. Austin
	 	 	Name:	John D. Austin
	 	 	Title:	Chief Financial Officer
	 	 	 	 
	 	 	 	 
	 	 	THE CHEFS’
    WAREHOUSE MIDWEST, LLC
	 	 	 	 
	 	 	 	 
	 	 	By:	/s/
    John D. Austin
	 	 	Name:	John D. Austin
	 	 	Title:	Chief Financial Officer
	 	 	 	 
	 	 	 	 
	 	 	THE CHEFS’
    WAREHOUSE PASTRY DIVISION, INC.
	 	 	 	 
	 	 	 	 
	 	 	By:	/s/
    John D. Austin
	 	 	Name:	John D. Austin
	 	 	Title:	Chief Financial Officer





 


 





Signature Page to Consent and Reaffirmation
to Amendment No. 3 to


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


The Chefs’ Warehouse, Inc. et al







 




    	 



    	 



    

 


 





	 	 	QZ ACQUISITION
    (USA), INC.
	 	 	 
	 	 	
	 	 		
	 	 	By:	/s/
    John D. Austin
	 	 	Name:	John D. Austin
	 	 	Title:	Chief Financial Officer
	 	 	 	 
	 	 	 	 
	 	 	QZINA SPECIALTY
    FOODS NORTH AMERICA (USA), INC.
	 	 	 	 
	 	 	 	 
	 	 	By:	/s/
    John D. Austin
	 	 	Name:	John D. Austin
	 	 	Title:	Chief Financial Officer
	 	 	 	 
	 	 	 	 
	 	 	QZINA SPECIALTY
    FOODS, INC., a Florida corporation
	 	 	 	 
	 	 	 	 
	 	 	By:	/s/
    John D. Austin
	 	 	Name:	John D. Austin
	 	 	Title:	Chief Financial Officer
	 	 	 	 
	 	 	 	 
	 	 	QZINA SPECIALTY
    FOODS, INC., a Washington corporation
	 	 	 	 
	 	 	 	 
	 	 	By:	/s/
    John D. Austin
	 	 	Name:	John D. Austin
	 	 	Title:	Chief Financial Officer
	 	 	 	 
	 	 	 	 
	 	 	QZINA SPECIALTY
    FOODS (AMBASSADOR), INC.
	 	 	 	 
	 	 	 	 
	 	 	By:	/s/
    John D. Austin
	 	 	Name:	John D. Austin
	 	 	Title:	Chief Financial Officer
	 	 	 	 
	 	 	 	 
	 	 	CW LV REAL
    ESTATE LLC
	 	 	 	 
	 	 	 	 
	 	 	By:	/s/
    John D. Austin
	 	 	Name:	John D. Austin
	 	 	Title:	Chief Financial Officer





 





 


Signature Page to Consent and Reaffirmation
to Amendment No. 3 to


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


The Chefs’ Warehouse, Inc. et al







 




    	 



    	 



    

 


 


	 	 	ALLEN BROTHERS
    1893, LLC
	 	 	 
	 	 	
	 	 		
	 	 	By:	/s/
    John D. Austin
	 	 	Name:	John D. Austin
	 	 	Title:	Chief Financial Officer
	 	 	 	 
	 	 	 	 
	 	 	THE GREAT STEAKHOUSE
    STEAKS, LLC
	 	 	 	 
	 	 	 	 
	 	 	By:	/s/
    John D. Austin
	 	 	Name:	John D. Austin
	 	 	Title:	Chief Financial Officer
	 	 	 	 
	 	 	 	 





 





Signature Page to Consent and Reaffirmation
to Amendment No. 3 to


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


The Chefs’ Warehouse, Inc. et al


 




    	 



    	 



    

 


EXHIBIT B


FORM OF AMENDMENT TO 


PRUDENTIAL NOTE AGREEMENT


 


[Attached]